1
[Confidential treatment has been requested for portions of this exhibit. The
confidential portions have been redacted and are denoted by [**]. The
confidential portions have been separately filed with the commission.]
AGREEMENT
This Agreement, effective Nov. 25, 1996 ("Effective Date") by and
between Xxxxxxxx-Xx Xxxxx Inc., a New Jersey corporation having offices at 000
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 0000 0 ("ROCHE NUTLEY"), X. Xxxxxxxx-Xx
Xxxxx Ltd., Xxxxxxxxxxxxxxxxx 000, XX-0000 Xxxxx, Xxxxxxxxxxx ("ROCHE BASEL")
(hereinafter, ROCHE NUTLEY and ROCHE BASEL, individually or collectively, are
referred to as "ROCHE") and ILEX Oncology Inc., a corporation having offices at
14785 Omicron, Ste. 101, San Antonio, Texas ("ILEX").
WHEREAS, ROCHE NUTLEY owns in the United States of America patent
rights for 1,25-dihydroxy-16-ene-23-yne-cholecalciferol, known as Ro 23-7553,
("Compound");
WHEREAS, ROCHE BASEL owns in countries outside of the U.S.A. patent
rights for the Compound;
WHEREAS, ILEX is desirous of obtaining a license under ROCHE's patent
rights for the Compound; and
WHEREAS, ROCHE is willing to grant to ILEX certain rights under such
patent rights upon the terms and conditions set forth below.
NOW, THEREFORE, intending to be legally bound and upon the terms,
conditions, and mutual covenants contained herein, ROCHE and ILEX agree as
follows:
Article I
Definitions
1.1 "Affiliate" shall mean:
a) an organization [**] percent or more of the voting stock of
which is owned and/or controlled directly or indirectly by
either party to this AGREEMENT;
b) an organization which directly or indirectly owns and/or
controls [**] percent or more of
2
the voting stock of either party to this AGREEMENT;
c) an organization which is directly or indirectly under common
control with either party to this AGREEMENT through common
share holdings.
It is, however, provided that the term AFFILIATE shall not include Genentech
Inc., 000 Xxxxx Xxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx, U.S.A.,
unless ROCHE, in its sole discretion, notifies ILEX that Genentech shall be so
considered an AFFILIATE and Genentech agrees to be bound by the terms and
obligations of this AGREEMENT.
1.2 "Field" shall mean the treatment, prevention or prophylaxis of cancer.
1.3 "Information" shall mean any and all data, know-how, information of a
proprietary or confidential nature that are owned or controlled by any
party hereto during the term of this AGREEMENT.
1.4 "ROCHE Know-How" shall mean all factual knowledge and proprietary
information held by ROCHE as of the Effective Date as trade secrets
which alone or when accumulated gives one having possession thereof an
ability to study, test, produce, formulate or market Compound which
one would otherwise not have known how to study, test, produce,
formulate or market.
1.5 "ILEX Know-How" shall mean all factual knowledge and proprietary
information in the control or possession of ILEX during the term of
this Agreement which alone or when accumulated gives one having
possession thereof an ability to study, test, produce, formulate or
market Compound which one would otherwise not have known how to study,
test, produce, formulate or market.
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1.6 "Licensed Patent" shall mean United States Patent No. 5,145,846,
issued September 8, 1992 and all reissues, renewals, continuations,
and extensions thereof, as well as its corresponding patents/patent
applications in Non-US Territory (as hereinafter defined) as set forth
in Appendix A, reissues, renewals, continuations, and extensions
thereof.
1.7 "Licensed Product" shall include any product containing Compound for
which the making, having made, using, offering for sale, selling or
importing in the Field, absent this Agreement, would infringe a Valid
Claim.
1.8 "Major Market Country" shall mean Japan, France, Germany, Italy, Spain
or the United Kingdom.
1.9 "Non Major Market Countries" shall mean any country other than France,
Germany, Japan, Italy, Spain or the United Kingdom.
1.10 "Negotiation Period" shall extend from the Effective Date to two and
one-half (2 1/2) years after the Effective Date or completion of Phase
I studies in the U.S.A., whichever is earlier.
1.11 "Net Sales" shall mean gross sales of Licensed Product to third
parties, excluding sales to Affiliates or sublicensees, made by ILEX
or its Affiliates or sublicensees, less deductions for chargebacks,
rebates and credits or allowances, including those incurred or granted
on account of returns, price adjustments or rejections of Licensed
Product previously sold.
1.12 "Non-U.S. Territory" shall mean all countries worldwide except the
U.S.A.
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1.13) "U.S.A." shall mean the United States of America and its territories
and its possessions.
1.14 "Valid Claim" shall mean a claim in any unexpired issued Licensed
Patent which has not been disclaimed or held invalid by a decision
beyond the right of review or otherwise rendered unenforceable.
1.15 For the terms defined in this Section and used in this Agreement
generally, the singular shall include the plural and vice versa.
Article 2
Grant
2.1 a) ROCHE NUTLEY grants to ILEX an exclusive license, under the
Licensed Patent and ROCHE Know-How to make, have made, use,
sell, offer for sale, and import Licensed Product in the Field
within the U.S.A.
b) ROCHE BASEL grants to ILEX an exclusive license under the
Licensed Patent and ROCHE Know-How to make, have made, use,
sell, offer for sale, and import Licensed Product in the Field
within the Non-U.S. Territory.
2.2 Subject to the prior written consent of ROCHE, ILEX shall be permitted
to grant sublicenses to third parties under this Agreement, which
consent shall not be unreasonably withheld.
2.3) ROCHE retains the worldwide rights to make, have made, use, sell,
offer for sale and import
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Compound outside the Field and to use ROCHE Know-How.
2.4 If in any given country, ILEX receives approval to market a Licensed
Product and markets a Licensed Product in the Field, then at any time
one party believes that the Compound or Licensed Product being sold by
the other party is being used in that country for the use reserved to
such first party, the parties agree to negotiate in good faith an
appropriate methodology including the selection of an independent
third party source to determine the percent of each party's sales in
that country of Compound or Licensed Product which is being used for
the indication reserved to the other party, and equitable remuneration
of the parties.
Article 3
Payments
3.1 ILEX agrees to pay ROCHE Nutley:
a) [**] due and payable to ROCHE within (30) thirty days of the
Effective Date of this Agreement;
b) [**] due and payable to ROCHE upon the first completion of
Phase I clinical trials in the USA or any Major Market Country;
c) [**] upon the first completion of Phase III clinical trials in
the USA or any Major Market Country;
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d) [**] upon the first approval by an appropriate government
regulatory authority of a new drug application directed to
Licensed Product in the USA or any Major Market Country; and
e) a royalty of [**] ([**]%) of Net Sales of Licensed
Product sold in the U.S.A. and in the Non-US Territory.
f) At ROCHE's option, ROCHE shall advise ILEX that payments
otherwise due and payable to ROCHE Nutley under Section 3.1(e)
of this Agreement shall be due and payable by ILEX to ROCHE
Basel.
3.2 The royalty due under Sections 3.1(e) and (f) shall be reduced to [**]%
on a country by country basis during the time period that ROCHE sells
a Vitamin 3 analog in the Field.
3.3 In the event that ILEX grants a sublicense to a third party, all of
the terms and conditions of this Agreement shall apply to such
sublicensee to the same extent as they apply to ILEX. ILEX assumes
full responsibility for the performance of all obligations so imposed
on its sublicensees under this Agreement and will itself pay and
account to ROCHE for all payments due under this Agreement which may
accrue by reason of the actions or operations of any of such ILEX's
sublicensees.
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Article 4
Rights of First Negotiation
4.1 During the Negotiation Period, ROCHE shall have a right of first
negotiation for an agreement to develop and commercialize the Licensed
Product. The terms of such an agreement shall be negotiated in good
faith by the parties. Upon expiration of the Negotiation Period, ILEX
shall provide ROCHE with all the data in ILEX's possession relating to
Compound and Licensed Product. Within 45 days of ROCHE's receipt of
such data, ROCHE shall notify ILEX of its interest in entering into
such an agreement.
4.2 In the event that ILEX receives an unsolicited proposal from a third
party regarding the development and commercialization of the Licensed
Product during the Negotiation Period, and ILEX is sufficiently
interested in pursuing negotiations with such third party, ILEX shall
notify ROCHE of same and shall provide all data in its possession
relating to Compounds to ROCHE. Within 45 days of ROCHE's receipt of
such data, ROCHE shall notify ILEX of its interest in entering into
negotiations for the development and commercialization of Licensed
Product.
4. a) In the event ROCHE considers licensing a follow-up Vitamin D3
analog in the Field to a third party and ILEX has successfully
developed and commercialized Licensed Product, ILEX shall have
a right of first negotiation for an agreement to develop and
commercialize such follow-up Vitamin D3 analog, provided that
ROCHE is under no obligation of any kind to any other third
party to offer such Vitamin D3 analog.
4. b) If, within five years after the Effective Date, Roche
considers licensing a follow up Vitamin D3 analog in the Field
to a third party and ILEX has not successfully developed and
commercialized Licensed Product but is diligently developing
Licensed Product, ILEX
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shall have a right of first negotiation for an agreement to
develop and commercialize such follow-up Vitamin D3 analog,
provided that ROCHE is under no obligation of any kind to any
other third party to offer such Vitamin D3 analog.
Article 5
Efforts
5.1 ILEX shall use its Best Efforts to obtain approval in the U.S.A. and
Major Market countries to market a Licensed Product. As used herein,
"Best Efforts" shall mean that ILEX is performing its obligations in a
sustained manner consistent with the efforts major pharmaceutical
companies devote to significant products derived from internal
research programs. ILEX shall provide to ROCHE no less frequently
than annually a summary written report concerning the status and
results of the clinical studies of Licensed Product and ILEX's
progress in obtaining approval from the U.S. FDA and appropriate
regulatory authorities in the Major Market countries of a new drug
application to market Licensed Product.
5.2 ILEX shall promptly notify ROCHE of
a) the date of filing the IND in the U.S.A and all Major Market
Countries;
b) the date of completion of Phase I studies in the U.S.A. and
all Major Market Countries;
c) the date of entry into phase II clinical trial in the U.S.A.
and all Major Market Countries, more precisely the date on
which the Compound is first shipped for such study;
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d) the date of entry into Phase Ill clinical trial in the U.S.A.
and all Major Market Countries, more precisely, the date on
which the Compound is first shipped for such study;
e) the date of filing the application for the registration of the
Licensed Product in the U.S.A. and all Major Market Countries;
and
f) the date of obtaining approval by the appropriate regulatory
authority of a new drug application in the U.S.A and all Major
Market Countries.
5.3 ILEX shall inform ROCHE on a continuous basis of the status of
development, registration, marketing approval in Non-US Territories
and Non Major Market Countries.
Article 6
Reports and Recordkeeping
6.1 a) ILEX shall pay amounts owing ROCHE NUTLEY under Section 3.1(e)
with respect to any given calendar year basis. Except as
otherwise directed, all amounts owing to ROCHE NUTLEY under
this Agreement shall be paid in U.S. dollars to ROCHE NUTLEY
at the address provided in Section 6.3. All amounts owing
under Section 3.1(e) shall be due and received by ROCHE NUTLEY
on or before the forty fifth (45th) day following the end of
each calendar quarter ending on March 31, June 30, September
30, and December 31. All royalties owing in currencies other
than U.S. dollars shall be converted at the rate
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shown in the Federal Reserve Noon Valuation - Value of Foreign
Currencies on the day preceding the payment as due.
b) ILEX shall prepare a full accounting on a country-by-country
basis showing how any amounts owing to ROCHE NUTLEY under
Section 3.1(e) have been calculated and shall submit such full
accounting to ROCHE NUTLEY on the date of each such payment.
This full accounting shall include at least the following:
i) compilation of gross sales of Licensed Product and
the allowable deductions therefrom;
ii) Net Sales and the calculation of royalties payable to
ROCHE NUTLEY; and
iii) the currency exchange rates for each country used to
convert to U.S. dollars sales made in currencies
other than U.S. dollars.
In the event no payment is owed to ROCHE NUTLEY, a statement
setting forth that fact shall be supplied to ROCHE NUTLEY on
the date each such payment would have been payable.
6.2 a) ILEX shall make all payments under this Agreement by wire
transfer to the following account:
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To ROCHE NUTLEY: Xxxxxxxx-Xx Xxxxx Inc.
Account No. 00000000 at
Citibank N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Citibank ABA Routing No. 000000000
or any other place or bank account or wire transfer address as
ROCHE may designate in writing.
b) ILEX shall send all accountings under this Agreement to the
following address:
To ROCHE NUTLEY: Xxxxxxxx-Xx Xxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Senior Accounting Specialist
Licensing & Corporate Accounts
or any other address as ROCHE may designate in writing.
6.3 ILEX shall keep books and records under recognized accounting practice
sufficient to verify the accuracy and completeness of ILEX's
accounting referred to in Article 6. Such books and records shall be
preserved for a period not less than three (3) years after the period
for which the records apply.
6.4 ROCHE shall have, upon thirty (30) days notice to ILEX, the right to
review and copy all books and records described in Section 6.3 at a
single U.S.A. location to verify and audit the accuracy of ILEX's
accounting. ILEX shall take all steps necessary so that ROCHE can,
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within thirty (30) days of its notice, review and copy all books and
records described in Section 6.3 at a single U.S.A. location to verify
and audit the accuracy of ILEX's accounting. Such review may be
performed by an employee of ROCHE as well as by any attorney or
registered CPA designated by ROCHE during regular business hours at
ROCHE's expense. Any such registered CPA designated by ROCHE shall be
bound to the confidentiality obligations of Article 8. Should ROCHE,
after examining such records and books, determine that the royalties
payable hereunder were underpaid, ILEX shall immediately remit to
ROCHE all such royalties which previously were underpaid and if such
royalties were under paid by more than [**] ([**] percent), ILEX shall
reimburse ROCHE for its costs related to such examination.
Article 7
Warranties
7.1 ROCHE NUTLEY warrants and represents that it has the entire right,
title, and interest in and to the Licensed Patent in the U.S.A. and
ROCHE BASEL warrants and represents that it has the entire right,
title, and interest in and to the Licensed Patent in the Non-U.S.
Territory.
7.2 All parties to this Agreement warrant and represent to each other that
they have the full right and authority to enter into this Agreement,
and that no party is aware of any impediment which would inhibit its
ability to perform the terms and conditions of this Agreement.
However, nothing in this Agreement shall be construed as:
(i) a warranty or representation by ROCHE as to the
validity or scope of any Licensed Patent;
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(ii) a warranty or representation by ROCHE that anything
made, used, sold, offered for sale, imported, or
otherwise disposed of under the license granted in
this Agreement will or will not infringe patents of
third parties;
(iii) an obligation by ROCHE to bring or prosecute actions
or suits against third parties for infringement of
Licensed Patent;
(iv) a conferment by implication, estoppel or otherwise by
ROCHE to ILEX of any license or other right under any
patent, except the license expressly granted to ILEX
herein; or
(v) a conferment by implication, estoppel or otherwise by
ROCHE to ILEX of any license or other right to use,
in advertising, publicity or otherwise, of any name,
trade name, trademark, or any contraction,
abbreviation or simulation thereof.
7.3 ROCHE makes no representations, extends no warranties of any kind,
either express or implied, and assumes no responsibilities whatsoever
with respect to manufacture, sale, lease, use, importation, or other
disposition of Licensed Product by ILEX.
7.4 a) ILEX shall defend, indemnify and hold harmless ROCHE, its
managers, directors, officers, employees, and agents from and
against any and all losses, costs, damages, expenses, fees
and/or liabilities resulting from claims, lawsuits and/or
judgments, which
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are incurred or asserted as a result of ILEX's use,
manufacture, promotion, sale or other disposition of any
Licensed Product. The above indemnification shall not apply
to the extent that any actual or alleged loses, costs,
damages, expenses, fees and/or liabilities are specifically
and approximately due to ROCHE's negligence.
b) Notwithstanding the above, ROCHE at all times reserves the
right to retain counsel of its own at its own cost to defend
ROCHE's interests.
Article 8
Confidentiality
8.1 For a period of seven (7) years from the date of receipt of
Information by the receiving party, the receiving party shall hold any
and all Information in strict confidence, except information that the
receiving party can prove:
a) is in the receiving party or Affiliate's possession at the
time of disclosure by the disclosing party and was not
acquired, directly or indirectly, from the disclosing party,
b) at the time of disclosure by the disclosing party, is or
thereafter becomes public knowledge through no fault of the
receiving party,
c) at any time after the disclosure by the disclosing party is
lawfully made available to the receiving party by a third
party free of any binder of secrecy,
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d) is developed by the receiving party or its Affiliates after
its disclosure independently from Information, or
e) is requested to be disclosed on account of a governmental or
court proceeding or order or governmental regulation, provided
that advance notice is given to the other party.
Notwithstanding the above, ILEX shall have the right to use the Information for
the purpose of filing and maintaining the NDA and other registration dossiers
as well as for making and selling Licensed Product.
Article 9
Term and Termination
9.1 The license granted herein begins on the Effective Date, and unless
terminated earlier pursuant to this Article 9, shall be valid until
the expiration date of the last-to-expire Licensed Patent (including
any extension thereof) containing a Valid Claim covering Licensed
Product or ten years after the date of first commercial sale of
Licensed Product in a country, whichever period is longer.
9.2 ILEX shall have the right to terminate this Agreement in its entirety
upon ninety (90) days prior written notice given to ROCHE.
9.3 If ILEX shall at any time default in the making of any payment
hereunder or if either party shall commit any breach of any material
provision of this Agreement and shall fail to remedy
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any such default or breach within ninety (90) days after notice
thereof by the other party, the other party may, at its option,
terminate this Agreement in its entirety, or on a country-by-country
basis, by providing notice to the other party, such termination to be
effective immediately.
9.4 Either party may terminate this Agreement at any time with immediate
effect by written notice to the other party if the other party is
declared bankrupt or insolvent, or if a receiver is appointed, or any
procedures are commenced, voluntarily or involuntarily, by or against
a party under any bankruptcy or similar law, or in the near future it
is reasonably anticipated that the party is to be dissolved,
liquidated or bankrupt.
9.5 Termination of this Agreement for any reason shall be without
prejudice to:
a) ROCHE's right to receive all payments accrued under this
Agreement prior to the effective date of such termination and
to obtain performance of any obligations provided for in this
Agreement which survive termination by their terms or by fair
interpretation of this Agreement; and
b) Any remedies which either party may then or thereafter have
under this Agreement.
9.6 ILEX shall notify ROCHE NUTLEY for the U.S.A. and ROCHE BASEL for
countries in the Non-U.S. Territory of the amount of Licensed Product
remaining in its inventories on the date of termination or expiration
under Section 9.1 and will be permitted to sell such inventory,
provided
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that ILEX pays and reports royalties to ROCHE on such inventory in
accordance with the terms of this Agreement.
9.7 Upon termination of this Agreement under Sections 9.2, 9.3 or 9.4,
ILEX shall return to ROCHE all Information and ROCHE Know-How in
ILEX's possession or control in whatever form it may exist and shall
not use any and all such Information and ROCHE Know-How without
ROCHE's express written consent. ROCHE shall have a worldwide right
to use, free of charge, ILEX Know-How and ILEX Information relating to
Compound or Licensed Product.
Article 10
Notices
10.1 All notices provided for in this Agreement shall be in writing and
shall be considered properly given if sent by registered mail,
telecopier, telex, or by personal courier delivery to the respective
address of each party as follows:
If to ROCHE NUTLEY:
Xxxxxxxx-Xx Xxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Secretary
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If to ROCHE BASEL:
X. Xxxxxxxx-Xx Xxxxx Ltd
Xxxxxxxxxxxxxxxxx 000
XX - 0000 Xxxxx
Xxxxxxxxxxx
Attention: Corporate Law
If to ILEX:
ILEX Oncology Inc.
14785 Omicron, Xxx. 000
Xxx Xxxxxxx, Xxxxx
Attention:
or to any other address as a party may designate.
Article 11
Dispute Resolution
11.1 The parties agree that any dispute, claim or controversy arising out
of or relating to the interpretation, performance or breach of this
Agreement (the "Dispute") shall be resolved in the following fashion:
a) The parties shall meet and attempt, in good faith, to settle
any Dispute, however, failing an agreement on the resolution
of such Dispute within ten (10) business days (the "Initial
Period"), then such Dispute shall be referred for resolution
to designated senior executives of both parties who have the
authority to settle the Dispute but who are not directly
involved in the subject transaction.
At the conclusion of the Initial Period, the disputing party
invoking this dispute resolution
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procedure shall give written notice to the other party and the
receiving party shall, within ten (10) business days submit a
written response. The notice and response shall include (i) a
statement of each party's position and a summary of evidence
and arguments supporting its position, and (ii) the name and
title of the senior executive who shall represent that party.
b) If the Dispute has not been resolved within [thirty 30)] days
of the disputing party's notice, or if the party receiving
such notice will not meet within said [thirty (30)] days,
either party may initiate non-binding mediation of the
Dispute. The parties shall agree on a mediator.
Within ten (10) days of the initiation of the mediation, both
parties shall submit to the mediator written statements of no
more than twenty (20) pages in length, with no more than
thirty (30) pages of pre-existing exhibits or attachments
which sets forth a statement of each party's position and the
evidence and arguments supporting its position. Within twenty
(20) days of the receipt of these statements, the mediator
shall schedule the first mediation session, with such sessions
regularly continuing thereafter.
c) If the Dispute has not been resolved pursuant to the aforesaid
mediation procedure within thirty (30) days of the date set
for the first mediation session, or if either party will not
participate in a mediation, the Dispute shall be settled by
arbitration in accordance with the rules of the American
Arbitration Association, by three arbitrators, of whom each
party shall appoint, one, with the third being selected by
agreement of the first two. The
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arbitration shall be governed by the United States Arbitration
Act, 9 U.S.C. Sections 1-16, and judgment upon the award
rendered by the Arbitrator(s) may be entered by any court
having competent jurisdiction thereof. The place of
arbitration shall be Newark, New Jersey. The arbitrator(s)
are not empowered to award damages in excess of actual
damages.
All deadlines specified in this Article 11 may be extended by
mutual agreement of the parties.
d) The provisions of this Article 11 shall not apply to any issue
of the patentability, enforceability or infringement of any
patent claim. If, in any dispute resolution proceeding, any
issue shall arise concerning validity, scope, enforceability
or infringement of any claim, such proceeding shall assume the
validity, scope, enforceability or infringement of all patent
claims. In any event, the dispute resolution proceeding shall
not be delayed in order to obtain or allow either party to
obtain judicial resolution of such issue, unless an order
staying such proceeding shall be entered by a court of
competent jurisdiction. Neither party shall raise any issue
concerning the validity, construction, enforceability or
effect of any patent licensed under this Agreement in any
proceeding to enforce a final arbitration award hereunder or
in any other proceeding arising out of such arbitration.
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Article 12
Miscellaneous
12.1 This exclusive license is personal to ILEX, and ILEX shall have no
right to assign, or otherwise transfer or share its rights, without
the written consent of ROCHE, which consent shall not be unreasonably
withheld providing, however, ILEX may assign this license as past of
the sale of substantially all of its business to an Affiliate of ILEX.
Any attempted assignment or transfer thereof without such consent
shall be void.
12.2 This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey; it has been drafted on the basis
of mutual understanding and neither party shall be prejudiced as the
drafter thereof. Any delay in enforcing a party's rights under this
Agreement or any waiver by a party as to a particular default or other
matter shall not constitute a waiver of a party's right to the future
enforcement of its rights under this Agreement, except in the case of
an express written and signed waiver as to a particular matter for a
particular period of time.
12.3 Except as required by law, neither party shall use the name of the
other party in any publicity release without the prior written
permission of such other party, which shall not be unreasonably
withheld. The other party shall have a reasonable opportunity to
review and comment on any such proposed publicity release. ROCHE
shall however be entitled to disclose the name of ILEX and the terms
and conditions of this Agreement to the extent necessary to further
license the Licensed Patent. Except as required by law or permitted
elsewhere in this Agreement, neither party shall publicly disclose the
terms and conditions of this Agreement, unless expressly authorized to
do so
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in advance by the other party.
12.4 The relationship between ROCHE and ILEX is that of independent
contractors. ROCHE and ILEX are not joint ventures, partners,
principle and agent, master and servant, or employer and employee, and
have no relationship other than as independent contracting parties.
The parties shall have no power to bind or obligate another party in
any manner.
12.5 In the event that any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable because it is invalid or
in conflict with any law of any relevant Jurisdiction, the validity of
the remaining provisions shall not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular provisions held to be
unenforceable.
12.6 All covenants, agreements, representations and warranties made
hereunder shall be deemed to have been relied upon notwithstanding any
previous or subsequent investigation and shall survive the execution
of this Agreement. The parties have not relied on any agreements.
representations or warranties not contained herein.
12.7 Headings in this Agreement are for convenience only and shall not be
interpreted as having any substantive meaning.
12.8 This instrument constitutes the entire agreement between the parties
with respect to the subject matter and supersedes all previous
agreements. This Agreement may be changed only in a writing
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signed by all parties to the Agreement.
12.9 The persons signing on behalf of ROCHE and ILEX warrant and represent
that they have authority to execute this Agreement on behalf of the
party for whom they have signed.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the duly authorized persons.
ILEX ONCOLOGY, INC. XXXXXXX-XX XXXXX INC.
By: By:
------------------------------- ----------------------------------
Name: Name:
----------------------------- --------------------------------
Title: Title:
---------------------------- -------------------------------
Date: Date:
----------------------------- --------------------------------
X. XXXXXXX-XX XXXXX LTD
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Date:
--------------------------------
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Date:
--------------------------------
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APPENDIX A
COUNTRY PATENT/SERIAL NO.
Argentina 247551
Australia 000000
Xxxxxxx E 00000
Xxxxxxx 000000
Xxxxxxxx 00000
Xxxxxx 0000000
Xxxxx 37567
Denmark 169945
Europe 325279
Finland 00000
Xxxxxx 000000
Xxxxxxx 58901056
Great Britain 000000
Xxxxxx 3004786
Hungary 201007
Ireland 00000
Xxxxxx 00000
Xxxxx 000000
Xxxxx 2031627
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APPENDIX A (-CONTINUED-)
COUNTRY PATENT/SERIAL NO.
Korea (South) 514/89
Luxembourg 325279
Xxxxxx 00.0000
Xxxxxxxxxxx 325279
New Zealand 227641
Xxxxxx 000000
Xxxxxxxx 131597
Philippines 00000
Xxxxxxxx 00000
Xxxxxxxx P 8910117
South Africa 00/00
Xxxxx 000000
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