Article 1 Definitions and Interpretation |
1
|
||
1.1
|
“Affiliate”
|
1
|
|
1.2
|
“Agreement”
|
1
|
|
1.3
|
“Applicable
Law(s)”
|
2
|
|
1.4
|
“Books
and Records”
|
2
|
|
1.5
|
“Business
Day”
|
2
|
|
1.6
|
“Clinical
Trial”
|
2
|
|
1.7
|
“Collateral”
|
2
|
|
1.8
|
“Commercialization”
|
2
|
|
1.9
|
“Competent
Authority(ies)”
|
2
|
|
1.10
|
“Control”
or “Controlled”
|
2
|
|
1.11
|
“Covering”,
“Cover” and “Covered”
|
3
|
|
1.12
|
“Development”
and “Developed”
|
3
|
|
1.13
|
“Development
Milestone”
|
3
|
|
1.14
|
“Development
Program”
|
3
|
|
1.15
|
“Development
Program Amendment”
|
3
|
|
1.16
|
“Diligent
Efforts”
|
3
|
|
1.17
|
“EMEA”
|
3
|
|
1.18
|
“FDA”
|
4
|
|
1.19
|
“Field
of Use”
|
4
|
|
1.20
|
“First
Commercial Sale”
|
4
|
|
1.21
|
“Governmental
Approval(s)”
|
4
|
|
1.22
|
“IND(s)”
|
4
|
|
1.23
|
“Improvements”
|
4
|
|
1.24
|
“Intellectual
Property”
|
4
|
|
1.25
|
“Know
How”
|
4
|
|
1.26
|
“Licensed
Product”
|
5
|
|
1.27
|
“Licensee’s
Know-How”
|
5
|
|
1.28
|
“Licensee’s
Patent Rights”
|
5
|
|
1.29
|
“Licensor’s
Know-How”
|
5
|
|
1.30
|
“Licensor’s
Patent Rights”
|
5
|
|
1.31
|
“Manufacturing”
|
5
|
|
1.32
|
“Marketing
Authorization”
|
5
|
|
1.33
|
“Milestone
Payment”
|
5
|
|
1.34
|
“NDA”
|
6
|
|
1.35
|
“Net
Sales”
|
6
|
|
1.36
|
“Party”
|
7
|
|
1.37
|
“Patent
Rights”
|
7
|
|
1.38
|
“Person”
|
7
|
|
1.39
|
“Phase
I Clinical Trial”
|
7
|
|
1.40
|
“Phase
I/II Clinical Trial”
|
7
|
|
1.41
|
“Phase
II Clinical Trial”
|
7
|
|
1.42
|
“Phase
III Clinical Trial”
|
7
|
|
1.43
|
“Release
Event”
|
8
|
|
1.44
|
“Royalty
Term”
|
8
|
|
1.45
|
“Sublicensee”
|
8
|
|
1.46
|
“Term”
|
8
|
|
1.47
|
“Territory”
|
8
|
1.48
|
“Third
Party”
|
8
|
|||
1.49
|
“Trademark”
means the trademark VIRULIZIN®, which trademark is registered as set out
in Schedule B.
|
9
|
|||
1.50
|
“Valid
Claim”
|
9
|
|||
1.51
|
Interpretation
|
9
|
|||
Article 2 Grant, Security Interest |
10
|
||||
2.1
|
Grant
of License by Licensor
|
10
|
|||
2.2
|
Animal
Use of Licensed Product
|
10
|
|||
2.3
|
Sublicenses
by Licensee
|
11
|
|||
2.4
|
Improvements
|
12
|
|||
2.5
|
Grant
of License by Licensee
|
12
|
|||
2.6
|
Sublicenses
by Licensor
|
12
|
|||
2.7
|
Trademark
Rights
|
13
|
|||
2.8
|
No
Implied License
|
13
|
|||
2.9
|
Security
Interest
|
14
|
|||
Article 3 Technology Transfer |
15
|
||||
3.1
|
Initial
Technology Transfer
|
15
|
|||
3.2
|
Technical
Assistance
|
15
|
|||
Article 4 Regulatory Compliance |
16
|
||||
4.1
|
Ownership
and Maintenance of Governmental Approvals
|
16
|
|||
4.2
|
Licensee
Obligations
|
16
|
|||
4.3
|
Licensor
Participation; Sharing of Information
|
16
|
|||
4.4
|
Adverse
Events Reporting
|
17
|
|||
4.5
|
Rights
of Reference
|
18
|
|||
4.6
|
Access
to Manufacturers
|
18
|
|||
Article 5 Development |
19
|
||||
5.1
|
Development
Rights
|
19
|
|||
5.2
|
Development
|
19
|
|||
5.3
|
Diligent
Efforts
|
19
|
|||
5.4
|
Licensee’s
Disclosures and Reports
|
19
|
|||
5.5
|
Mutual
Disclosures and Reports
|
20
|
|||
5.6
|
Establishment
of Medical and Scientific Advisory Board
|
21
|
|||
5.7
|
Co-negotiation
for Commercial Supply of the Licensed Product
|
21
|
|||
Article 6 Commercialization |
21
|
||||
6.1
|
Commercialization
Efforts
|
21
|
|||
6.2
|
Commercialization
Program
|
21
|
|||
Article 7 Royalties and other Consideration |
22
|
||||
7.1
|
Obligation
to Pay
|
22
|
|||
7.2
|
Royalties
on Net Sales
|
23
|
|||
7.3
|
Royalty
Adjustment
|
23
|
|||
7.4
|
Payment
in Lieu of Royalties
|
24
|
|||
7.5
|
Acknowledgement
|
24
|
|||
7.6
|
Generic
Competition
|
24
|
|||
7.7
|
Royalties
respecting Sublicenses for South America
|
25
|
|||
7.8
|
No
Multiple Royalties
|
25
|
7.9
|
Combination
Products
|
25
|
|
7.10
|
Development
Based Milestone Payments
|
25
|
|
7.11
|
Place
of Payment, Taxes and Conversions
|
26
|
|
7.12
|
Time
for Payment
|
26
|
|
7.13
|
Interest
|
27
|
|
7.14
|
No
Set-Off
|
27
|
|
7.15
|
Royalty
Reduction for Infringement
|
27
|
|
Article 8 Reports and Records |
27
|
||
8.1
|
Records
and Audits
|
27
|
8.2
|
Royalty
Statements
|
28
|
|
8.3
|
Confidential
Treatment of Reports
|
28
|
|
8.4
|
Non-Monetary
Consideration
|
29
|
|
Article 9 Patent Prosecution and Maintenance |
29
|
||
9.1
|
Prosecution
and Maintenance
|
29
|
|
9.2
|
Costs
|
29
|
|
9.3
|
No
Dispute
|
30
|
|
Article 10 Dispute Resolution |
30
|
||
10.1
|
Disputes
|
30
|
|
10.2
|
Performance
to Continue
|
31
|
|
10.3
|
Determination
of Patents and Other Intellectual Property
|
31
|
|
Article 11 Term and Termination |
31
|
||
11.1
|
Term
|
31
|
|
11.2
|
Termination
for Failure to make Payments
|
31
|
|
11.3
|
Termination
for Breach
|
32
|
|
11.4
|
Failure
to Use Diligent Efforts
|
32
|
|
11.5
|
Termination
by Licensee
|
34
|
|
11.6
|
Bankruptcy,
Dissolution and Winding Up
|
34
|
|
11.7
|
Expiry
of Royalty Term on a Country by Country Basis
|
34
|
|
11.8
|
Consequences
of Termination
|
34
|
|
11.9
|
Survival
|
35
|
|
Article 12 Infringement and Other Actions |
36
|
||
12.1
|
Notice
of Infringement of Patent Rights
|
36
|
|
12.2
|
Enforcement
of Patent Rights
|
36
|
|
12.3
|
Licensor’s
Rights
|
36
|
|
12.4
|
Infringement
by Licensed Product
|
36
|
|
12.5
|
Allocation
of Damages Recovered
|
36
|
|
12.6
|
Credit
of Litigation Costs
|
37
|
|
12.7
|
Cooperation
|
37
|
|
Article 13 Representations and Warranties |
37
|
||
13.1
|
Mutual
Representations and Warranties
|
37
|
|
13.2
|
Representations
and Warranties of Licensor
|
38
|
|
Article 14 Limitation of Liability, Indemnity |
40
|
||
14.1
|
NO
IMPLIED WARRANTIES
|
40
|
|
14.2
|
Licensee
Indemnity
|
40
|
|
14.3
|
Licensor
Indemnity
|
41
|
|
Article 15 Use of Names and Publication |
41
|
||
15.1
|
Use
of Name
|
41
|
|
15.2
|
No
Agency
|
41
|
|
15.3
|
Publication
|
42
|
|
Article 16 Confidentiality |
42
|
||
16.1
|
Confidentiality
and Non-Use
|
42
|
|
16.2
|
Limited
Disclosure by Licensor
|
43
|
|
Article 17 Miscellaneous Provisions |
43
|
||
17.1
|
Assignment
|
43
|
|
17.2
|
Binding
Nature and Inurnment
|
43
|
|
17.3
|
Compliance
with Applicable Laws
|
43
|
|
17.4
|
Counterparts;
Facsimile
|
43
|
|
17.5
|
Entire
Agreement; Amendment
|
44
|
|
17.6
|
Force
Majeure
|
44
|
|
17.7
|
Further
Assurances
|
44
|
|
17.8
|
Law
|
44
|
|
17.9
|
No
Consequential Damages
|
44
|
|
17.10
|
Payments,
Notices and Other Communications
|
44
|
17.11
|
Benefits
of Bankruptcy Laws and Liquidated Damages
|
45
|
|
17.12
|
Payment
of Own Fees and Expenses
|
46
|
|
17.13
|
Severability
|
46
|
|
17.14
|
Waiver
|
46
|
|
17.15
|
Publicity
|
46
|
|
17.16
|
Witness
|
46
|
1.1
|
“Affiliate”
|
|
1.1.1
|
“control”
means direct or indirect control of at least fifty percent (50%) of the
voting securities of an entity or, if such entity does not have
outstanding voting securities, at least fifty percent (50%) of the
directorships or similar positions with respect to such entity;
and
|
|
1.1.2
|
“entity”
means any corporation, company, association, joint venture, partnership,
trust or any other organization that has independent legal
authority;
|
1.2
|
“Agreement”
|
1.3
|
“Applicable
Law(s)”
|
1.4
|
“Books
and Records”
|
1.5
|
“Business
Day”
|
1.6
|
“Clinical
Trial”
|
1.7
|
“Collateral”
|
1.8
|
“Commercialization”
|
1.9
|
“Competent
Authority(ies)”
|
1.10
|
“Control”
or “Controlled”
|
1.11
|
“Covering”,
“Cover” and “Covered”
|
1.12
|
“Development”
and “Developed”
|
1.13
|
“Development
Milestone”
|
1.14
|
“Development
Program”
|
1.15
|
“Development
Program Amendment”
|
1.16
|
“Diligent
Efforts”
|
1.17
|
“EMEA”
|
1.18
|
“FDA”
|
1.19
|
“Field
of Use”
|
1.20
|
“First
Commercial Sale”
|
1.21
|
“Governmental
Approval(s)”
|
1.22
|
“IND(s)”
|
1.23
|
“Improvements”
|
1.24
|
“Intellectual
Property”
|
1.25
|
“Know
How”
|
1.26
|
“Licensed
Product”
|
1.27
|
“Licensee’s
Know-How”
|
1.28
|
“Licensee’s
Patent Rights”
|
1.29
|
“Licensor’s
Know-How”
|
1.30
|
“Licensor’s
Patent Rights”
|
|
1.30.1
|
the
Patent Rights set forth in Exhibit A;
and
|
|
1.30.2
|
(REDACTED:
Definition)
|
1.31
|
“Manufacturing”
|
1.32
|
“Marketing
Authorization”
|
1.33
|
“Milestone
Payment”
|
1.34
|
“NDA”
|
1.35
|
“Net
Sales”
|
|
1.35.2
|
The
components of the deduction from Net Sales, as listed in
Section 1.35(a) through (g) above, shall be determined in the
ordinary course of business using the accrual method of accounting in
accordance with Generally Accepted Accounting Principles applicable in the
United States.
|
|
1.35.3
|
Notwithstanding
anything herein to the contrary, the transfer of the Licensed Product to a
Third Party without consideration to Licensee in connection with the
research, development, testing or demonstration of the Licensed Product
shall not be considered a sale of the Licensed Product under this
Agreement. Nor shall the transfer of Licensed Product solely
for indigent or similar public support or compassionate use programs be
considered a sale of Licensed Product under this
Agreement.
|
|
1.35.4
|
Notwithstanding
anything herein to the contrary, the transfer of Licensed Product among
Licensee, its Affiliates and/or its Sublicensees shall not be considered a
sale of Licensed Product under this Agreement unless such Affiliate or
Sublicensee is the end user of such Licensed
Product.
|
1.36
|
“Party”
|
1.37
|
“Patent
Rights”
|
1.38
|
“Person”
|
1.39
|
“Phase
I Clinical Trial”
|
1.40
|
“Phase
I/II Clinical Trial”
|
1.41
|
“Phase
II Clinical Trial”
|
1.42
|
“Phase
III Clinical Trial”
|
1.43
|
“Release
Event”
|
1.44
|
“Royalty
Term”
|
1.45
|
“Sublicensee”
|
1.46
|
“Term”
|
1.47
|
“Territory”
|
1.48
|
“Third
Party”
|
1.50
|
“Valid
Claim”
|
1.51
|
Interpretation
|
|
1.51.1
|
Headings
in this Agreement are solely for the convenience of reference and shall
not be used for purposes of interpreting or construing the provisions
hereof.
|
|
1.51.2
|
All
references in this Agreement to a designated “Article”, “Section”, or
other subdivision or to a Schedule are to the designated Article, Section,
or other subdivision of, or Schedule to, this
Agreement.
|
|
1.51.3
|
The
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article,
Section, or other subdivision of, or Schedule to, this
Agreement.
|
|
1.51.4
|
The
word “including”, when following any general statement, term or matter, is
not to be construed to limit such general statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not non limiting language (such as
“without limitation” or “but not limited to” or words of similar import)
is used with reference thereto, but rather is to be construed to refer to
all other items or matters that could reasonably fall within the broadest
possible scope of such general statement, term or
matter.
|
|
1.51.5
|
All
references to currency, dollar or $ are deemed to mean lawful money of the
United States.
|
|
1.51.6
|
Any
reference to a statute includes and is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made thereto
and in force from time to time, and to any statute or regulations that may
be passed which has the effect of supplementing or superseding such
statute or such regulations.
|
|
1.51.7
|
Wherever
reference is made “to the knowledge of” with reference to the knowledge of
Licensor with respect to a matter, it means the actual knowledge on the
Effective Date with respect to such matter, without further or independent
investigation, of the following senior management personnel of Licensor:
Dr. Aiping H. Young, President and CEO, Dr. Saeid Babaei, Director of
Corporate Development and Dr. Yoon Lee, Director of Research, each of whom
has been involved in the regulatory, manufacturing, clinical and
scientific aspects of the Licensed
Product.
|
|
1.51.8
|
Words
imparting the masculine gender include the feminine or neuter gender and
words in the singular include the plural and vice
versa.
|
|
1.51.9
|
This
Agreement has been prepared jointly by the Parties, each having access to
legal counsel of its choice, and shall not be strictly construed or
interpreted in favour of or against either
Party.
|
2.1
|
Grant
of License by Licensor
|
|
2.1.1
|
develop,
make, have made, use, have used, import, have imported, export, have
exported, offer for sale, have sold, sell, produce, manufacture,
distribute and market the Licensed Product solely within the Field of Use
and the Territory; and
|
|
2.1.2
|
sublicense
to Third Parties the rights granted under Section 2.1.1 of this
Section 2.1 in accordance with
Section 2.3;
|
2.2
|
Animal
Use of Licensed Product
|
2.3
|
Sublicenses
by Licensee
|
|
(REDACTED
Terms/responsibility)
|
Subject
to the provisions of this Section 2.3, Licensee shall have the right
to sublicense rights granted in Section 2.1.1 in (REDACTED
Terms/responsibility)
|
|
2.3.2
|
No
sublicense may contain the right to further sublicense unless Licensee
shall have first obtained Licensor’s prior written consent, such consent
not to be unreasonably withheld.
|
|
2.3.3
|
Each
sublicense shall contain covenants by the Sublicensee for such Sublicensee
to observe and perform materially the same terms and conditions as those
set out for Licensee, as though the Sublicensee were a party to this
Agreement, including, without limitation, the provisions of
Articles 4, 5 and 6.
|
|
2.3.4
|
All
sublicenses granted under this Section 2.3 shall terminate upon
termination of this Agreement, or on a country-by-country basis, as the
case may be.
|
|
2.3.5
|
Each
sublicense shall include an obligation for the Sublicensee to account for
and report its Net Sales to Licensee and
Licensor on the same basis as if such sales were Net Sales by Licensee,
and an obligation of the Sublicensee to comply with the terms of Article 8
as though the Sublicensee were a party to this
Agreement.
|
|
2.3.6
|
Each
sublicense shall provide that rights in respect of Intellectual Property
Controlled by the Sublicensee which are Improvements shall be granted to
Licensee on the basis that Licensee shall have the right to sublicense
such rights to Licensor and without further act by Licensor or Licensee
such rights shall be included in the license granted to Licensor pursuant
to Section 2.5, subject to the termination provisions in such
sublicense.
|
|
2.3.7
|
Licensee
shall promptly deliver to Licensor a copy of each sublicense granted to a
Sublicensee, and in any event (REDACTED
Terms/responsibility)of the date of execution of such sublicense by
the Parties thereto.
|
|
2.3.8
|
(REDACTED
Terms/responsibility)
|
2.4
|
Improvements
|
2.5
|
Grant
of License by Licensee
|
|
2.5.1
|
develop,
make, have made, use, have used, import, have imported, export, have
exported, offer for sale, have sold, sell, produce, manufacture,
distribute and market the Licensed Product (x) within the Field of Use;
(y) outside the Territory; and (z) in a country within the Territory in
respect of which the license in Section 2.1.1 has terminated for any
reason; and
|
|
2.5.2
|
sublicense
to Third Parties the rights granted under Section 2.5.1 of this
Section 2.5, in accordance with
Section 2.6;
|
2.6
|
Sublicenses
by Licensor
|
|
(REDACTED:
Terms/responsibility)
|
Subject
to the provisions of this Section 2.6, Licensor shall have the right
to sublicense rights granted in Section 2.5.1 in (REDACTED:
Terms/responsibility)
|
|
2.6.2
|
No
sublicense may contain the right to further sublicense unless Licensor
shall have first obtained Licensee’s prior written consent, such consent
not to be unreasonably withheld.
|
|
2.6.3
|
All
sublicenses granted under this Section 2.6 shall terminate upon
termination of the license set out in
Section 2.5.1.
|
|
2.6.4
|
Each
sublicense shall provide that rights in respect of Intellectual Property
Controlled by the sublicensee which are Improvements shall be granted to
Licensor on the basis that Licensor shall have the right to sublicense
such rights to Licensee and without further act by Licensee or Licensor
such rights shall be included in the license granted to Licensee pursuant
to Section 2.1, subject to the termination provisions in such
sublicense.
|
|
2.6.5
|
Licensor
shall promptly deliver to Licensee a copy of each sublicense granted to a
sublicense of the rights of Licensor, and in any event, (REDACTED:
Terms/responsibility)of the date of execution of such sublicense by
the Parties thereto.
|
|
2.6.6
|
(REDACTED:
Terms/responsibility)
|
2.7
|
Trademark
Rights
|
|
2.7.1
|
in
consideration of the grant of the exclusive license to use the Trademark
set out in S. 2.1, the Licensee shall pay to the Licensor an annual fee of
(REDACTED: Fee Amount and
terms) (it being agreed between the Parties that all amounts
payable by the Licensee to the Licensor pursuant to Article 7 are paid in
consideration of the license granted to the Licensee under the Licensor’s
Patent Rights and Licensor’s Know-How);
|
|
2.7.2
|
it
shall use the Trademark only during the Term, and only in association with
its exercise of its licensed rights set out in Section 2.1, and for no
other purpose;
|
|
2.7.3
|
it
shall not make any changes or alterations to the Trademark unless
specified or approved in advance in writing by
Licensor;
|
|
2.7.4
|
in
each use of the Trademark it shall utilize the “TM” symbol or ® symbol on
the right shoulder of the Trademark (for example “VIRULIZIN®”), as
directed by Licensor;
|
|
2.7.5
|
it
will, upon the request of Licensor, deliver samples of all advertising,
promotion, general information and other materials that bears or refers to
any of the Trademark; and
|
|
2.7.6
|
Licensee
will indicate on all printed material, its website or other commercially
available material that the Trademark is used under license from Licensor,
in the following manner:
|
2.8
|
No
Implied License
|
2.9
|
Security
Interest
|
3.1
|
Initial
Technology Transfer
|
3.2
|
Technical
Assistance
|
4.1
|
Ownership
and Maintenance of Governmental
Approvals
|
4.2
|
Licensee
Obligations
|
4.3
|
Licensor
Participation; Sharing of
Information
|
4.4
|
Adverse
Events Reporting
|
|
4.4.1
|
Licensee,
on behalf of itself, its Affiliates and any permitted sublicensees, shall
advise Licensor, and, in the event that Licensor or its other licensees
undertakes Development or Commercialization of the Licensed Product
outside the Territory, Licensor shall advise Licensee, in each case by
telephone or facsimile, promptly but in no event later than (REDACTED: Term) after
Licensee, its Affiliates or sublicensees or Licensor, as the case may be,
becomes aware of any serious or unexpected side effects, injury, toxicity
or sensitivity reaction, or any unexpected incidence, and the severity
thereof, associated with the formal GLP toxicology studies, clinical uses,
investigations and marketing of the Licensed Product.
|
|
4.4.2
|
Such
advising Party shall provide the other Party with a written report
delivered by confirmed facsimile of any SADE, stating the full facts known
to such Party, including investigator name, site details, if any, customer
name, if any, address, telephone number, batch, lot and serial numbers,
and other information as required by Applicable
Laws.
|
|
4.4.3
|
Licensee
shall have full responsibility in the Territory, and, in the event that
Licensor or any of its other licensees undertakes Development or
Commercialization of the Licensed Product outside the Territory, Licensor
or any of its other licensees shall have full responsibility outside the
Territory for: (i) monitoring all adverse experiences, including
SADEs (collectively, “AEs”); (ii) data
collection activities that occur between Licensee and the patient or
medical professional, as appropriate, including any follow-up inquiries
which Licensee deems necessary or appropriate; and (iii) meeting the
requirements of the applicable Competent Authorities, including the
submission of AE individual reports and periodic
reports.
|
|
4.4.4
|
In
the event either Party requires information regarding AEs with respect to
reports required to be filed by it in order to comply with Applicable
Laws, including obligations to report AEs to the Competent Authorities,
each Party agrees to provide such information to the other in sufficient
time to enable each Party to report such AEs to the Competent Authorities
in accordance with Applicable Laws.
|
|
4.4.5
|
Licensee
shall designate to Licensor, and in the event that Licensor undertakes
Development or Commercialization of the Licensed Product outside the
Territory, Licensor shall designate to Licensee, a qualified person under
Applicable Laws to be responsible for AE reporting in each country in the
Territory.
|
4.5
|
Rights
of Reference
|
4.6
|
Access
to Manufacturers
|
5.1
|
Development
Rights
|
5.2
|
Development
|
5.3
|
Diligent
Efforts
|
5.4
|
Licensee’s
Disclosures and Reports
|
|
(a)
|
include
a general overview and timetable for the Development activities regarding
the Licensed Product during such year pursuant to the Development Program;
and
|
|
(b)
|
set
specific Development objectives and assign responsibility for achieving
those objectives to employees of Licensee or its Sublicensees or
contractors;
|
5.5
|
Mutual
Disclosures and Reports
|
|
5.5.1
|
notify
the other in writing promptly following the discovery or invention of any
Improvements;
|
|
5.5.2
|
notify
the other in writing of all Patents and Know-How that would constitute
Licensor’s Patent Rights, Licensee’s Patent Rights, Licensor’s Know-How or
Licensee’s Know-How, as applicable, with meaningful inventions or data
being communicated as promptly as practicable after such information is
obtained or its significance is appreciated
including:
|
|
(a)
|
an
analysis and a summary of raw data relating to the Licensed Product (and,
if requested by the other Party, copies of the raw
data);
|
|
(b)
|
all
toxicology and safety data relating to the Licensed Product;
and
|
|
(c)
|
such
other results of Development activities conducted by the Party that the
other Party considers to be useful to Licensor for the purpose of
obtaining Governmental Approvals, Development or Commercialization of the
Licensed Product (within or outside the Territory, as
applicable).
|
|
5.5.3
|
maintain
Books and Records in sufficient detail and in good scientific manner
appropriate for patent and regulatory purposes, including to obtain
Governmental Approvals of the Licensed Product, and which shall be
complete and accurate and shall fully and properly reflect all material
work done and results achieved in connection with the Development of the
Licensed Product and the performance of the activities hereunder, as well
as any other books and records as may be required from time to time by
Applicable Law or this Agreement;
and
|
|
5.5.4
|
provide
to the other Party such technical and scientific documents Controlled by
such Party that the other Party reasonably requests that relate to the
Development of the Licensed
Product.
|
5.6
|
Establishment
of Medical and Scientific Advisory
Board
|
5.7
|
Co-negotiation
for Commercial Supply of the Licensed
Product
|
6.1
|
Commercialization
Efforts
|
6.2
|
Commercialization
Program
|
|
6.2.1
|
Describe
in reasonable detail the Commercialization plan for the Licensed Product
in the Territory for such year;
|
|
6.2.2
|
Set
specific Commercialization objectives and assign responsibility for
achieving those objectives to employees of Licensee or its Sublicensees or
contractors;
|
|
6.2.3
|
Provide
Licensor with one (1) copy of material marketing, advertising and
promotional materials from time to time upon request of Licensor and
directly related to the Commercialization of the Licensed
Product;
|
|
6.2.4
|
Provide
to Licensor within (REDACTED: Delivery dates)
a written progress report, which shall describe in reasonable
detail the Commercialization activities that it has performed during such
half year;
|
|
6.2.5
|
Provide
Licensor with notice in writing of the date of First Commercial Sale of
the Licensed Product in each country within the
Territory;
|
|
6.2.6
|
Provide
Licensor with notice in writing of the date of each of the Development
Milestones in the Territory, (REDACTED: Delivery dates) of the
occurrence of such events;
|
|
6.2.7
|
Provide
to Licensor, (REDACTED: Delivery dates)
written updates and reports, in reasonable detail, of plans to
Commercialize the Licensed Product;
and
|
|
6.2.8
|
Provide
for responsible representatives of Licensee to meet with representatives
of Licensor to discuss the Commercialization of the Licensed Product, so
often as Licensor may reasonably request. Such meetings may
take place by telephone, video conference or in-person meetings as shall
be agreed by the Parties from time to time. Each Party shall
bear its own costs of attending such
meetings
|
7.1
|
Obligation
to Pay
|
7.2
|
Royalties
on Net Sales
|
7.3
|
Royalty
Adjustment
|
7.4
|
Payment
in Lieu of Royalties
|
7.5
|
Acknowledgement
|
7.6
|
Generic
Competition
|
|
(REDACTED:
Payment rate reduction percent and terms)
|
If,
during any year in which a royalty payment is payable in respect of Net
Sales within a country in the Territory following expiration of the
Licensor’s Patent Rights in that country, a generic version of the
Licensed Product is sold by a Third Party in that country (REDACTED:
Payment rate reduction percent and
terms)
|
|
7.6.2
|
(REDACTED:
Payment rate reduction percent and
terms)
|
7.7
|
Royalties
respecting Sublicenses for South
America
|
7.8
|
No
Multiple Royalties
|
7.9
|
Combination
Products
|
7.10
|
Development
Based Milestone Payments
|
7.11
|
Place
of Payment, Taxes and Conversions
|
7.12
|
Time
for Payment
|
|
7.12.1
|
Within
(REDACTED: Delivery
dates) during the Term, Licensee shall pay to Licensor the
royalties due and payable under this Agreement in respect of such calendar
quarter, and shall provide the Royalty Statement referred to in
Section 8.2 along with such
payment.
|
|
7.12.2
|
If
no royalties or other payments under this Agreement shall be due to
Licensor in respect of a quarterly period, Licensee shall not be required
to provide a Royalty Statement in respect of such
period.
|
7.13
|
Interest
|
7.14
|
No
Set-Off
|
7.15
|
Royalty
Reduction for Infringement
|
|
(a)
|
Licensee
or any Affiliate or Sublicensee of Licensee is required by order or
judgment of any court in any jurisdiction to obtain a licence from a Third
Party in any jurisdiction in the Territory;
or
|
|
(b)
|
Licensee
or any Affiliate or Sublicensee of Licensee, in its sole discretion after
appropriate legal analysis, believes it necessary to obtain a license from
a Third Party in any jurisdiction in the
Territory;
|
8.1
|
Records
and Audits
|
8.2
|
Royalty
Statements
|
|
8.2.1
|
an
accounting of all Licensed Product used or
sold;
|
|
8.2.2
|
total
amounts received for Licensed
Product;
|
|
8.2.3
|
Net
Sales for each Licensed Product by each of Licensee, each Affiliate and
each Sublicensee;
|
|
8.2.4
|
cumulative
Net Sales for the current calendar
year;
|
|
8.2.5
|
a
breakdown of deductions applicable in computed Net Sales and taxes
withheld, if any;
|
|
8.2.6
|
a
breakdown of royalties due based on Net Sales by or for Licensee, its
Affiliates and Sublicensees;
|
|
8.2.7
|
a
breakdown of royalties due from any
Sublicensee;
|
|
8.2.8
|
names
and addresses of all Sublicensees and Affiliates of Licensee;
and
|
|
8.2.9
|
a
copy of each report from each Sublicensee as may be pertinent to an
accounting of royalties and other payments that may be due to
Licensor.
|
8.3
|
Confidential
Treatment of Reports
|
8.4
|
Non-Monetary
Consideration
|
9.1
|
Prosecution
and Maintenance
|
|
9.1.1
|
Licensor
shall keep Licensee reasonably informed with respect to all actions
proposed to be taken with respect to Licensor’s Patent Rights and consult
with Licensee from time to time, so often as Licensee may reasonably
request, with respect to matters affecting or affected by Licensor’s
Patent Rights; and Licensor shall not take any such actions in the event
Licensee disapproves of any such action proposed to be taken with respect
to Licensor’s Patent Rights on the basis and to the extent that it would
have an adverse effect upon the license granted to Licensee herein as
determined by Licensee, acting reasonably;
and
|
|
9.1.2
|
Licensor
agrees to take all such actions with respect to the filing, prosecution,
and maintenance of Licensor’s Patent Rights that Licensee may from time to
time reasonably request in connection with the license granted to Licensee
herein.
|
9.2
|
Costs
|
9.3
|
No
Dispute
|
10.1
|
Disputes
|
|
10.1.1
|
The
Parties recognize that disputes as to certain matters may from time to
time arise during the Term which relate to either Party’s rights and/or
obligations hereunder or to the interpretation, performance, breach, or
termination of this Agreement, (a “Dispute”). It
is the objective of the Parties to establish procedures to facilitate the
resolution of a Dispute in an expedient manner by mutual cooperation and
without resort to litigation. To accomplish this objective, the
Parties agree to follow the procedures set forth in this Article 10 if and
when a Dispute arises under this
Agreement.
|
|
10.1.2
|
A
Dispute among the Parties will be resolved as recited in this Article
10. Any Disputes relating to this Agreement shall be promptly
presented to the Chief Executive Officers of Licensor and Licensee, or
their respective designees (who must be members of a Party’s senior
management) for resolution. From the date of referral of a
Dispute to the Chief Executive Officers or their designees of the Parties
and until such time as any matter has been resolved by the Parties or has
been finally settled by arbitration hereunder, the running of the cure
periods (if any) as to which a Party must cure a breach that is part of
the subject matter of any Dispute shall be suspended. In the
event that the Chief Executive Officers of Licensor and Licensee, or their
respective designees, cannot after good faith negotiations resolve the
Dispute within thirty (30) days (or such other period of time as mutually
agreed to by the Parties in writing) of being requested by a Party to
resolve a Dispute, the Parties agree that such Dispute shall be resolved
by binding arbitration in accordance with this
Section 10.1.
|
|
10.1.3
|
If
a Party intends to begin arbitration to resolve such Dispute, such Party
shall provide written notice (the “Arbitration Notice”) to
the other Party informing such other Party of such intention and the
issues to be resolved. Any arbitration hereunder shall be
conducted pursuant to the Commercial Arbitration Rules of the American
Arbitration Association (“AAA”), including the
Supplementary Procedures for Large Complex Disputes (the “AAA Rule”) except as
modified herein. The arbitration shall be conducted by a panel
of three (3) arbitrators (the “Panel”), one to be
selected by Licensee, one to be selected by the Licensor and the third to
be selected by the other 2 arbitrators. If the third arbitrator
cannot be agreed upon by such two arbitrators within thirty (30) days, the
AAA shall promptly appoint the arbitrator to complete the Panel in
accordance with the criteria set forth in this
Section 10.1. The arbitrators shall be industry experts
experienced in the issues comprising the Dispute and shall have no past,
present or anticipated future affiliation with either
Party. The arbitration shall take place in New York, New
York. The Panel shall apply the laws of the State of New York,
without regard to its conflicts of laws provisions. The Panel
shall issue appropriate protective orders and/or confidentiality
obligations to protect each Party’s confidential
information. If a Party can demonstrate to the Panel that the
complexity of the issue or other reasons warrant the extension of one or
more timetables in the AAA Rules, the Panel may extend such timetables but
in no event shall the proceeding extend more than twelve (12) months from
the date of filing of the Arbitration Notice with the AAA. The
Panel’s decision shall be in writing. The Panel shall have the
authority to award any remedy allowed by law or in equity, including
compensatory damages, pre-judgment interest and to grant final, complete,
interim, or interlocutory relief, including specific performance,
injunctions and other equitable relief, but not punitive or other damages
and each Party shall be deemed to have waived any right to such excluded
damages. Each Party shall bear its own costs, fees and expenses
in the arbitration and shall share equally the Panel’s fees, unless the
Panel determines that its fees are to be paid by the non-prevailing
Party.
|
10.2
|
Performance
to Continue
|
10.3
|
Determination
of Patents and Other Intellectual
Property
|
11.1
|
Term
|
11.2
|
Termination
for Failure to make Payments
|
11.3
|
Termination
for Breach
|
11.4
|
Failure
to Use Diligent Efforts
|
|
11.4.1
|
In
the event that Licensee fails to meet a Development Milestone at the time
set out in Exhibit F for any reason whatsoever, Licensee shall have
period of ninety (90) days within which to either achieve the Development
Milestone or deliver to Licensor a written amendment to the Development
Program (the “Development
Program Amendment”) explaining in detail the reasons for failure to
achieve the Development Milestone and the steps that Licensee shall take
to achieve such milestone in the shortest time reasonably possible and
setting out the time at which such Development Milestone shall be
achieved.
|
|
11.4.2
|
Licensor
may accept the Development Program Amendment by notice in writing to
Licensee or may, by notice in writing to Licensee within thirty (30) days
following receipt of the Development Program Amendment, require
representatives of Licensee and Licensor to meet in person to review
whether such Development Milestone was not achieved because of Licensee’s
failure to apply its Diligent Efforts and each shall, acting in good
faith, discuss and negotiate the amendment of the Development Program to
reset the time of achievement of the Milestone Event or otherwise amend
the Development Program with the goal of achieving Marketing
Authorizations for the Licensed Product in the Territory at the earliest
date reasonably possible.
|
|
11.4.3
|
In
determining whether Licensee has used Diligent Efforts to achieve a
Development Milestone, Licensor and Licensee shall consider the
application of Licensee’s Diligent Efforts relating to obtaining
Governmental Approvals, the progress of Clinical Trials of the Licensed
Product, the results of such Clinical Trials, the state of the financial
markets in which Licensee may seek the capital or other financing
necessary to achieve such Development Milestones and the application of
Licensee’s Diligent Efforts to obtain such financing and whether such
factors were in Licensee’s control.
|
|
11.4.4
|
In
the event that representatives of Licensor and Licensee cannot agree,
within the period of thirty (30) days described in Section 11.4.2
following the time at which the Development Milestone was to be achieved
as set out in Exhibit F, that such Development Milestone was not
achieved despite Licensee’s applying its Diligent Efforts or cannot agree
on the amendment of the Development Program to reset the time of
achievement of the Development Milestone or otherwise amend the
Development Program with the goal of achieving Marketing Authorizations
for the Licensed Product in the Territory at the earliest date reasonably
possible, either Party may refer the matter as a Dispute to the dispute
resolution provisions of Article
10.
|
|
11.4.5
|
In
the event that Licensor accepts the Development Program Amendment pursuant
to Section 11.4.2 or Licensor and Licensee otherwise agree upon
amendments to the Development Program pursuant to Section 11.4.2, the
Parties shall amend Exhibit F accordingly and shall attach a revised
Exhibit F to this Agreement.
|
|
11.4.6
|
In
the event that:
|
|
(a)
|
Licensee
fails to deliver a Development Program Amendment within the time set out
in Section 11.4.1; or
|
|
(b)
|
it
is determined by arbitration pursuant to Article 10 that the failure to
achieve a Development Milestone was substantially by reason of Licensee’s
failure to use Diligent Efforts to achieve the Development
Milestone;
|
11.5
|
Termination
by Licensee
|
11.6
|
Bankruptcy,
Dissolution and Winding Up
|
11.7
|
Expiry
of Royalty Term on a Country by Country
Basis
|
11.8
|
Consequences
of Termination
|
|
11.8.1
|
Licensee,
its Sublicensees and Affiliates (as the case may be) shall have no right
to practice within the Patent Rights or use any of the Licensor’s Patent
Rights and Licensor’s Know How, and all rights, title or interest in, or
other incidents of ownership under, the Licensor’s Patent Rights and
Licensor’s Know How shall revert to and become the sole property of
Licensor, and the licenses granted under Article 2 shall automatically
terminate.
|
|
11.8.2
|
Notwithstanding
Section 11.8.1, Licensee and any Affiliate or Sublicensee thereof
may, after the effective date of such termination and continuing for a
period not to exceed twelve (12) months thereafter, sell all completed
Licensed Product, and any Licensed Product in the process of manufacture
at the time of such termination, and sell the same, provided that
Licensee:
|
|
(a)
|
notifies
Licensor of the decision within thirty (30) days after the date it
receives a notice of termination by Licensor or the date it provides a
notice of termination to Licensor, as the case may
be;
|
|
(b)
|
pays
or cause to be paid to Licensor the royalties and other payments thereon
as would have been required by Article 6 of this Agreement had it not been
terminated; and
|
|
(c)
|
submits
the Royalty Statements that would have been required by Article 8 of this
Agreement had it not been
terminated.
|
|
11.8.3
|
If
Licensee does not elect pursuant to Section 11.8.2 to sell-off or
distribute, as applicable, any existing inventory of Licensed Product,
Licensee shall (and shall cause its Affiliates and Sublicensees to do the
same), at Licensor’s election,
either:
|
|
(a)
|
sell
all existing inventory of Licensed Product to Licensor at the current
average retail price in the U.S.;
or
|
|
(b)
|
destroy
all remaining inventory of Licensed Product in accordance with Applicable
Laws and provide Licensor with written proof of destruction sufficient to
comply with Applicable Laws.
|
|
11.8.4
|
Licensee
shall (and shall cause its Affiliates and Sublicensees to do the same),
promptly but in any event not more than 30 days following such
termination:
|
|
(a)
|
return
to Licensor all copies of materials delivered by Licensor to Licensee
pursuant to Section 3.1 and all other materials relating to the Licensed
Product or the Know-How delivered by Licensor to
Licensee;
|
|
(b)
|
deliver
to Licensor the original copies of all Governmental Approvals and
Marketing Authorizations relating to the Licensed Product and all
regulatory dossiers relating to the
same;
|
|
(c)
|
execute
such documents and take such steps as are necessary to transfer to
Licensor all Governmental Approvals and Marketing Authorizations relating
to the Licensed Product and all applications relating to the same;
and
|
|
(d)
|
pay
to Licensor any amounts owing to Licensor pursuant to this Agreement and
unpaid as of the effective date of such
termination.
|
11.9
|
Survival
|
12.1
|
Notice
of Infringement of Patent Rights
|
12.2
|
Enforcement
of Patent Rights
|
12.3
|
Licensor’s
Rights
|
12.4
|
Infringement
by Licensed Product
|
12.5
|
Allocation
of Damages Recovered
|
12.6
|
Credit
of Litigation Costs
|
12.7
|
Cooperation
|
13.1
|
Mutual
Representations and Warranties
|
|
13.1.1
|
it
has the requisite power and authority to execute and deliver this
Agreement and the other agreements contemplated hereby to which it is a
Party and to consummate the transactions contemplated hereby and
thereby.
|
|
13.1.2
|
The
execution and delivery of this Agreement and the other agreements
contemplated hereby to which it is a Party and the performance and
consummation of the transactions contemplated hereby and thereby by it
have been duly authorized by all necessary action on its
part.
|
|
13.1.3
|
This
Agreement and the other agreements contemplated hereby to which it is a
Party have been duly executed and delivered to the other Party and,
subject to the due authorization, execution and delivery of such
agreements by the other Party, this Agreement and such other agreements
contemplated hereby constitute valid and binding obligations, enforceable
against it in accordance with their respective terms, except as such
enforcement may be affected by bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditor’s rights generally and
except for general principles of
equity.
|
|
13.1.4
|
The
execution and delivery of this Agreement and the other agreements
contemplated hereby do not, and the consummation of the transactions
contemplated hereby and thereby will not, (i) conflict with, or
result in any violation or breach of any provision of its organizational
documents, (ii) conflict with or violate any applicable foreign,
Federal, state and local statutes, judgments, decrees, laws, ordinances,
rules, regulations, injunctions and orders (“Laws”) of any Canadian
or U.S. provincial, federal, state, foreign or local government or any
court, tribunal, administrative agency or commission or other governmental
or regulatory authority, body or agency, including any self-regulatory
organization (“Governmental
Authorities”) applicable to it or any of its assets or operations
or any permit applicable to it or (iii) (x) result in any
violation or breach of, or constitute (with or without notice or lapse of
time or both) a default under or conflict with (or give rise to a right of
termination, amendment, cancellation or acceleration of any material
obligation or loss of any benefit under) the provisions of any lease,
contract or other agreement to which it is a Party or by which it or any
of its properties or assets is otherwise bound or (y) result in the
imposition of any lien, pledge, hypothecation, mortgage, security
interest, claim, lease, charge, option, right of first refusal or first
offer, easement, servitude, transfer restriction, voting requirement or
any other encumbrance, restriction or limitation on any of its properties
or assets.
|
13.2
|
Representations
and Warranties of Licensor
|
|
13.2.1
|
Licensor
has not received from any Competent Authority or Governmental Authority
any written notice of any pending or threatened investigation, review, or
regulatory enforcement action (including seizure, injunction, civil
penalty or criminal action) with respect to: (i) any alleged or
actual violation by Licensor of any permit, Law or other requirement of
any Governmental Authority relating to the operations conducted by
Licensor with respect to any Licensed Product; or (ii) any alleged or
actual failure to have or maintain in effect all permits required in
connection with the operations conducted by Licensor with respect to any
Licensed Product.
|
|
13.2.2
|
Licensor
has not received from any Competent Authority or Governmental Authority
any written notice regarding the approvability or approval of the Licensed
Product.
|
|
13.2.3
|
The
Licensed Product has been withdrawn, suspended or discontinued by Licensor
as a result of any action by a Competent Authority or Governmental
Authority, either within or outside the United States (whether voluntarily
or otherwise).
|
|
13.2.4
|
With
respect to the Licensed Product only, to the knowledge of Licensor, no
officer, employee or agent of Licensor has made any untrue statement of a
material fact or a fraudulent statement to a Competent Authority or failed
to disclose any material fact required to be disclosed to a Competent
Authority.
|
|
13.2.5
|
No
Person has notified Licensor in writing of any material claim against
Licensor alleging any personal, property or economic injury, loss or
damage incurred as a result of or relating to the use of the Licensed
Product.
|
|
13.2.6
|
There
is no judgment, order, injunction, decree, writ or award against Licensor
that is not satisfied and remains outstanding with respect to the Licensed
Product.
|
|
13.2.7
|
Licensor
has provided to Licensee a copy of each material license, contract or
other agreement (together with certain other agreements) to which Licensor
is a Party or by or to which any property of Licensor is otherwise bound
or subject that relates to the Licensed Product or the Licensor’s Patent
Rights.
|
|
13.2.8
|
Licensor
is the exclusive owner of the Licensor’s Patent Rights and the Trademarks
free and clear of all liens, charges, encumbrances or other restrictions
or limitations of any kind whatsoever material to the uses of the Licensed
Product and Licensor’s Patent
Rights.
|
|
13.2.9
|
To
the knowledge of Licensor, there are no licenses, options, restrictions,
liens, rights of Third Parties, disputes, royalty obligations, proceedings
or claims relating to, affecting, or limiting Licensor’s rights or the
rights of Licensee under this Agreement, or which may lead to a claim of
infringement by or invalidity regarding, any part or all of the Licensor’s
Patent Rights or Licensor’s Know How, Trademarks or their
use.
|
|
13.2.10
|
Licensor
has not received notice of any claim, pending or threatened, of
infringement, interference or invalidity regarding any part or all of the
Licensor’s Patent Rights or Licensor’s Know-How or Trademarks or their
use.
|
|
13.2.11
|
To
the knowledge of Licensor, none of the Licensed Product, Licensor’s Patent
Rights or Licensor’s Know-How infringes or conflicts with, and the
Licensor has not received any notice of infringement of, or conflict with,
any license, patent, copyright, trademark, service mark or other
intellectual property right of any other entity and, to the knowledge of
Licensor, there is no infringement or unauthorized use by any person of
any of the Licensed Product, Licensor’s Patent Rights, Trademarks or
Licensor’s Know How.
|
|
13.2.12
|
The
validity or enforceability of any of the Licensor’s Patent Rights,
Licensor’s Know-How and/or Trademarks or the title of the Licensor thereto
has not been questioned in any litigation, governmental inquiry or
proceeding to which the Licensor is a Party and, to the knowledge of
Licensor, no such litigation, governmental inquiry or proceeding is
threatened.
|
|
13.2.13
|
The
Patent Rights itemized on Exhibit A set forth all of the patents and
patent applications of Licensor Covering the Licensed Product in the Field
of Use owned by or licensed to Licensor on the Effective
Date.
|
|
13.2.14
|
The
trademarks itemized on Exhibit B set forth all the trademarks used by
the Licensor with respect to the Licensed Product on the Effective
Date.
|
|
13.2.15
|
To
the knowledge of Licensor, there are no inventors of Licensor’s Patent
Rights other than those listed as inventors on applications filed for
Licensor’s Patent Rights.
|
|
13.2.16
|
The
Licensor’s Patent Rights and Licensor’s Know How were not supported in
whole or part by funding or grants by any federal or state
agency.
|
14.1
|
NO
IMPLIED WARRANTIES
|
14.2
|
Licensee
Indemnity
|
14.3
|
Licensor
Indemnity
|
15.1
|
Use
of Name
|
15.2
|
No
Agency
|
15.3
|
Publication
|
16.1
|
Confidentiality
and Non-Use
|
|
16.1.1
|
The
receiving Party receives at any time from a Third Party lawfully in
possession of same and having the right to disclose
same;
|
|
16.1.2
|
is,
as of the date of this Agreement, in the public domain, or subsequently
enters the public domain through no fault of the receiving
Party;
|
|
16.1.3
|
is
independently developed by the receiving Party as demonstrated by written
evidence without reference to information disclosed to the receiving Party
by the disclosing Party;
|
|
16.1.4
|
is
disclosed pursuant to the prior written approval of the disclosing Party;
or
|
|
16.1.5
|
is
required to be disclosed pursuant to Applicable Law or legal process
(including, without limitation, to a Governmental Authority, including
securities authorities) provided, in the case of disclosure pursuant to
legal process, reasonable notice of the impending disclosure is provided
to the disclosing Party.
|
16.2
|
Limited
Disclosure by Licensor
|
17.1
|
Assignment
|
17.2
|
Binding
Nature and Inurnment
|
17.3
|
Compliance
with Applicable Laws
|
17.4
|
Counterparts;
Facsimile
|
17.5
|
Entire
Agreement; Amendment
|
17.6
|
Force
Majeure
|
17.7
|
Further
Assurances
|
17.8
|
Law
|
17.9
|
No
Consequential Damages
|
17.10
|
Payments,
Notices and Other Communications
|
17.11
|
Benefits
of Bankruptcy Laws and Liquidated
Damages
|
17.12
|
Payment
of Own Fees and Expenses
|
17.13
|
Severability
|
17.14
|
Waiver
|
17.15
|
Publicity
|
17.16
|
Witness
|
|
|
GENESENSE
TECHNOLOGIES INC.
|
ZOR
PHARMACEUTICALS, LLC
|
||||
By: | /s/ Aiping Young | By: | /s/ Asher | ||
Name: | Dr. Aiping H. Young | Name: | |||
Title: | President and CEO | Title: | |||
Date: | Date: |
ZOR
PHARMACEUTICALS, LLC
|
GENESENSE
TECHNOLOGIES INC.
|
||||
By: | By: | ||||
Name: | Name: | ||||
Title: | Title: |
ZOR
PHARMACEUTICALS, LLC
|
GENESENSE
TECHNOLOGIES INC.
|
||||
By: | By: | ||||
Name: | Name: | ||||
Title: | Title: |
Column
I
|
Column
II
|
Column
III
|
Sublicense
Royalty Rate
|
||
(Redacted)
|
(Redacted)
|
(Redacted)
|