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EXHIBIT 10.22
THIS LICENSE AGREEMENT (the "Agreement") effective the 1st day of February,
1997 (the "Effective Date"), is made by and between XXXXXX X. BILLING,
Ph.D., an individual residing at 000 Xxx Xxx Xxxxx, Xxxxx, XX 00000 ("Licensor")
and ABGENIX, INC., a California corporation doing business at 0000 Xxxxxxxxx
Xxxxxx, Xxxxxxx, XX 00000 ("Licensee").
RECITALS
WHEREAS, Licensor has entered into a Research Evaluation and Option
Agreement with Cell Genesys, Inc. dated June 10, 1996 (the "Research Evaluation
and Option Agreement");
WHEREAS, Cell Genesys, Inc. has assigned the Research Evaluation and
Option Agreement to Licensee, a subsidiary of Cell Genesys, Inc.; and
WHEREAS, Licensor desires to grant to Licensee and Licensee desires to
acquire from Licensor an exclusive worldwide license under the Patent Rights to
commercialize CBL-1 antibody products, on the terms and conditions herein;
NOW, THEREFORE, for and in consideration of the covenants, conditions, and
undertakings, hereinafter set forth, it is agreed by and between the parties as
follows:
1. DEFINITIONS
For purposes of this Agreement, the terms set forth in this Article shall
have the meanings set forth below.
1.1 "Affiliate" shall mean any entity which controls, is controlled by or
is under common control with Licensee. An entity shall be regarded as in control
of another entity if it owns or controls at least fifty percent (50%) of the
shares of the subject entity entitled to vote in the election of directors, or,
in the case of an entity that is not a corporation, for the election of the
corresponding managing authority.
1.2 "Annual License Maintenance Fee" shall have the meaning set forth in
Article 3 hereof.
1.3 "Initial License Fee" shall have the meaning set forth in Article 3
hereof.
1.4 "Intellectual Property" shall have the meaning set forth in Section
9.5.
1.5 "Licensed Field" shall mean all human medical uses.
1.6 "Materials" shall mean samples of (i) the original hybridoma cells
deposited with the ATCC and having the accession number HB8214 and (ii)
samples of murine CBL-1 ascites produced by Licensor.
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1.7 "NET SALES" shall mean the gross sales price charged by Licensee or
its Affiliates and Sublicensees for sales of Product to non-Affiliate customers,
[***] with respect to such sales.
1.8 "PATENT RIGHTS" shall mean (i) United States Patent Number 5,330,896
and its priority US applications; (ii) any continuations,
continuations-in-part, divisionals, reexamination certificates, reissues or
extensions of (i) above; (iii) any foreign counterparts of any of (i) or (ii)
above including but not limited to: (a) European Patent Number EP0311438B1 and
(b) Japanese Patent Registration Number 1864269.
1.9 "PRODUCT" shall mean the CBL-1 antibody, together with any analogues,
derivations, modifications, humanized or human versions, or parts thereof, each
to the extent that making, using or selling the above would infringe the Patent
Rights.
1.10 "SUBLICENSEE" shall mean a third party that is not an Affiliate to
whom Licensee has granted a sublicense under the Patent Rights and Materials to
make, use and/or sell Product to the extent of the rights of Licensee therein.
"Sublicensee" shall also include a third party to whom License has granted the
right to distribute Product under the Patent Rights to the extent of the rights
of Licensee therein, provided that such third party is responsible for the
marketing and promotion of Product within the applicable country.
1.11 "TERRITORY" shall mean all the countries of the world.
2. LICENSE GRANT
Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee an exclusive license, under the Patent Rights and
Materials, to make, have made, use and sell Product in the Field in the
Territory. Such license shall be exclusive even as to Licensor, and shall
include the exclusive right to grant and authorize sublicenses for exploitation
worldwide.
3. LICENSE FEES
Licensee shall pay to Licensor an initial license fee of [***] (the
"Initial License Fee") within 30 days of the Effective Date. In addition,
Licensee shall pay to Licensor an annual license maintenance fee of [***] (the
"Annual License Maintenance Fee") on each anniversary of the Effective Date.
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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4. ROYALTIES; THIRD-PARTY ROYALTIES
4.1 ROYALTY RATES. In consideration for the license and rights granted
herein, Licensee agrees to pay to Licensor royalties of [***] of Product by it
and its Affiliates and, subject to Section 11, their Sublicensees; provided,
however, that beginning with the first calendar quarter following
commercialization of Product, Licensee shall in no event pay Licensor annual
royalties of [***].
4.2 SINGLE ROYALTY; NON-ROYALTY SALES. Only one royalty shall be payable
with respect to any Product, regardless of how many claims or patents within
the Patent Rights cover such Product. In addition, no royalty shall be payable
under this Article 4 with respect to sales of Product among Licensee and its
Affiliates and/or Sublicensees or for use in research and/or development or
clinical trials.
4.3 TERMINATION OF ROYALTIES. Royalties under Section 4.1 will be due
until the later of (i) ten years from the first commercial sale of Product in
any country or (ii) on a country-by-country basis, the expiration of the
last-to-expire patent within the Patent Rights covering the Product in such
country.
4.4 THIRD-PARTY ROYALTIES. Licensee will be responsible for the payment
of any royalties, license fees and milestone and other payments due to third
parties under licenses or similar agreements entered into by Licensee to all
the manufacture, use or sale of Product.
5. MILESTONE PAYMENT
Licensee shall issue to Licensor 25,000 shares of common stock of Licensee
upon the submission of a Product License Application ("PLA") for the first
indication of Product.
6. ACCOUNTING AND RECORDS
6.1 ROYALTY REPORTS AND PAYMENTS. After the first commercial sale of
Product on which royalties are required, Licensee agrees to make quarterly
written reports to Licensor within 60 days after the end of each calendar
quarter, stating in each such report the number, description, and aggregate Net
Sales of Product sold during the calendar quarter upon which a royalty is
payable under Article 4 above. Concurrently with the making of such reports,
Licensee shall pay to Licensor royalties at the applicable rate specified in
Section 4.1 above. All payments to Licensor hereunder shall be made in U.S.
Dollars to a bank account designated by Licensor.
6.2 RECORDS, INSPECTION. Licensee shall keep complete, true and accurate
books of account and records for the purpose of determining the royalty amounts
payable to Licensor under this
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with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Agreement. Such books and records shall be kept for at least three years
following the end of the calendar quarter to which they pertain. Licensee
shall require each of its Sublicensees to maintain similar books and records.
6.3 Currency Conversion. If any currency conversion shall be required in
connection with the calculation of royalties hereunder, such conversion shall be
made using the selling exchange rate for conversion of the foreign currency
into U.S. Dollars, quoted for current transactions reported in The Wall Street
Journal for the last business day of the calendar quarter to which such payment
pertains.
6.4 Late Payments. Any payments due from Licensee that are not paid on
the date such payments are due under this Agreement shall bear interest to the
extent permitted by applicable law at the prime rate as reported by the Bank of
America in San Francisco, California on the date such payment is due, plus an
additional two percent, calculated on the number of days such payment is
delinquent. This Section 6.4 shall in no way limit any other remedies available
to any party.
7. MATERIALS; CONSULTING
7.1 Materials. Licensee acknowledges that Licensor has already provided
to Licensee samples of the Materials. Title to the Materials shall remain with
Licensor. Upon any termination of the Agreement pursuant to Section 14.3,
Licensee shall return Materials to Licensor.
7.2 Consulting. Licensor shall provide services as a consultant to
Licensee with respect to Product from time to time as reasonably requested by
Licensee until the commercialization of Product for the first indication, such
services not to exceed more than one day per calendar month. Licensor hereby
covenants and agrees that, during such time as he is providing consulting
services to Licensee pursuant to this Section 7.2, Licensor shall not perform
consulting services to any third party with respect to Product, without the
Licensee's prior written consent. In consideration for the services to be
provided pursuant to this Section 7.2, Licensee shall grant Licensor an option
to purchase 10,000 shares of common stock of Licensee under the Abgenix, Inc.
1996 Incentive Stock Plan.
7.3 Research and Development Funding. Licensee shall provide research and
development funding to the CV Cancer Center until the commercialization of
Product for the first indication as follows: [***] shall be paid to the CV
Center within 30 days of the Effective Date and [***]. The monthly research and
development payments shall be subject to adjustment annually by a percentage
equal to the [***].
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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8. DEVELOPMENT OF PRODUCT, DUE DILIGENCE
8.1 Funding and Conduct. Licensee shall independently furnish and be
responsible for funding and conducting all of its preclinical and clinical
research and development of Product, at its own expense.
8.2 IND Filing. Licensor shall allow Licensee to access Licensor's IND
relating to murine CBL-1 by providing Licensee with a letter of access to such
IND, at the request and at the discretion of Licensee. Licensor shall execute
and deliver such other documents as may be reasonably requested by Licensee to
access such IND.
8.3 Due Diligence. Licensee agrees to use commercially reasonable efforts
consistent with prudent business judgment to commercialize Product. Licensee
agrees to commit not less than One Million Dollars ($1,000,000) per year to the
development of Product until Product obtains regulatory approval in any one
country of the world. Licensee shall keep Licensor reasonably informed as to the
status of such commercialization efforts.
9. PATENTS, INTELLECTUAL PROPERTY
9.1 Patent Prosecution. Licensee shall have responsibility for preparing,
filing, prosecuting and maintaining patents and patent applications worldwide
relating to the Patent Rights and conducting any interferences, reexaminations,
or requesting reissues or patent term extensions with respect to the Patent
Rights. Licensee shall keep Licensor reasonably informed as to the status of
such patent matters and shall provide Licensor copies of any documents received
by Licensee from such patent offices including notice of all interferences,
reexaminations, oppositions or requests for patent term extensions. Licensor
shall cooperate with and assist Licensee in connection with such activities, at
Licensee's request and expense.
9.2 Patent Enforcement. In the event that any Patent Rights necessary for
the practice of the license granted herein are infringed or misappropriated by
a third party or are subject to a declaratory judgment action arising from
such infringement. Licensee shall have the exclusive right to enforce or defend
any declaratory judgment action, at its expense, involving any Patent Rights.
In such event, Licensee shall keep Licensor reasonably informed of the progress
of any such claim, suit or proceeding. Any recovery received by Licensee as a
result of any such claim, suit or proceeding shall be retained by Licensee.
9.3 Infringement Claims. If the production, sale or use of Product
pursuant to this Agreement results in any claim, suit or proceeding alleging
patent infringement against Licensee, Licensee shall have the exclusive right
to defend and control the
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with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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defense of any such claim, suit or proceeding, at its own expense, using counsel
of its choice. Licensee shall keep Licensor reasonably informed of all material
developments in connection with any such claim, suit or proceeding as it relates
to the Patent Rights. Subject to the limitation set forth below, the costs of
any damages and expenses (including attorneys' and professional fees) shall be
divided [***]. Licensee shall deduct Licensor's share of such costs from any
amounts due, or which may become due, to Licensor pursuant to this Agreement;
provided, however, that in no event shall such deductions [***] of any such
amounts and Licensor shall not be liable for any costs in excess of such
deductible amounts.
9.4 Patent Marking. Licensee agrees to xxxx and have its Affiliates and
Sublicensees xxxx all Products sold pursuant to this Agreement in accordance
with the applicable statute or regulations in the country or countries of
manufacture and sale thereof.
9.5 Intellectual Property Rights. Licensee may disclose to Licensor
inventions, technology, improvements, discoveries, developments, original works
of authorship, trade secrets or intellectual property, conceived, developed or
reduced to practice by employee of Licensee ("Intellectual Property").
Intellectual Property shall be treated as confidential information subject to
the provisions of Article 10. Title to any Intellectual Property, including
patent applications, divisionals, continuations, continuations-in-part, patents
or reissues and re-examinations thereon shall be owned by Licensee.
10. CONFIDENTIALITY
10.1 Confidential Information. Except as expressly provided herein, the
parties agree that, for the term of this Agreement and for five years
thereafter, the receiving party shall keep completely confidential and shall
not publish or otherwise disclose and shall not use for any purpose any
information furnished to it by another party hereto pursuant to this Agreement
except to the extent that it can be established by the receiving party by
competent proof that such information:
(a) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving party;
(c) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement; or
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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(d) was subsequently lawfully disclosed to the receiving party by a
person other than a party or developed by the receiving party without reference
to any information or materials disclosed by the disclosing party.
10.2 Permitted Disclosures. Notwithstanding Sections 10.1 above and 15.16
below, Licensee may disclose Licensor's information to the extent such
disclosure is reasonably necessary in filing or prosecuting patent
applications, prosecuting or defending litigation, complying with applicable
governmental regulations or otherwise submitting information to tax or other
governmental authorities, making a permitted sublicense or other exercise of
its rights hereunder or conducting clinical trials.
11. SUBLICENSES
Pursuant to Article 2 herein, Licensee shall have the right to grant and
authorize sublicenses to third parties; provided, however, the Licensee shall
remain responsible for any payments due Licensor for Net Sales of Product by any
Sublicensee. In the event that Licensee receives a license fee from a
Sublicensee at any time within [***] provided, however, that to the extent that
such fee is creditable against future royalties on Net Sales of Product by the
Sublicensee, Licensee shall not be required to pay Licensor royalties on such
Net Sales of Product pursuant to Section 4.1 Except as set forth in this Section
11, Licensee may retain any amounts received from Sublicensees in excess of the
amounts owed to Licensor pursuant to Article 4. Any sublicense granted by
Licensee pursuant to this Agreement shall provide that the Sublicensee will be
subject to the applicable terms of this Agreement.
12. INDEMNIFICATION
Licensee agrees to indemnify and hold Licensor harmless from and against
any losses, claims, damages, liabilities or actions suffered or incurred in
connection with third party claims arising from any Product manufactured, used,
sold or otherwise distributed by Licensee and its Affiliates or Sublicensees;
provided, however, that Licensee shall not be required to provide
indemnification to Licensor for any losses, claims, damages, liabilities or
actions suffered or incurred in connection with third party claims resulting
from the gross negligence, recklessness or intentional misconduct by Licensor
or its agents. If Licensor intends to claim indemnification under this Article
12, it shall promptly notify Licensee in writing of any loss, claim, damage,
liability or action in respect of which Licensor intends to clam such
indemnification, and Licensee shall have the right to participate in or to
assume the defense thereof with counsel of its choice; provided, however, that
Licensor shall have the right to retain its own counsel, at its own expense.
This indemnity agreement shall not apply to amounts
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with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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paid in settlement of any losses, claims, damages, liabilities or actions if
such settlement is effected without the consent of Licensee. The failure to
deliver written notice to Licensee within a reasonable time after the
commencement of any such action, if prejudicial to its ability to defend such
action shall relieve Licensee of any Liability that it may have to Licensor
under this Article 12. Licensor shall cooperate fully with Licensee and its
legal representatives in the investigation of any action, claim or liability
covered by this indemnification.
13. REPRESENTATIONS AND WARRANTIES
13.1 Licensor. Licensor represents and warrants that:
(i) it has the full right and authority to enter into this Agreement
and grant the rights and licenses granted herein;
(ii) it has not previously granted and will not grant any rights
inconsistent or in conflict with the rights and licenses granted to Licensee
herein;
(iii) there are no existing or threatened actions, suits or claims
pending against Licensor with respect to the Patent Rights or Materials or the
right of Licensor to enter into and perform its obligations under this
Agreement;
(iv) it has not previously granted, and will not grant during the
term of this Agreement, any right, license or interest in and to the Patent
Rights or Materials, or any portion thereof, with respect to the Product, or its
manufacture or use.
13.2 Licensee: Licensee represents and warrants that:
(i) it has the full right and authority to enter into this
Agreement; and
(ii) it has not entered and during the term of this Agreement will
not enter any other agreement inconsistent or in conflict with this Agreement.
13.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS
CLAIMS, ISSUED OR PENDING.
14. TERM AND TERMINATION
14.1 Effectiveness. This Agreement shall become effective as of the
Effective Date and the license rights granted by Licensor under Article 2 above
shall be in full force and effect as of such date.
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14.2 Term. Unless earlier terminated pursuant to the other provisions of
this Article 14, this Agreement shall continue in full force and effect until
the expiration of the last to expire patent within the Patent Rights claiming
Product. The licenses granted under Article 2 shall survive the expiration (but
not an earlier termination) of this Agreement; provided that such license shall
in such event become nonexclusive.
14.3 Termination for Breach. Either party to this Agreement may terminate
this Agreement in the event the other party shall have materially breached or
defaulted in the performance of any of its material obligations hereunder, and
such shall have continued for sixty days after written notice thereof was
provided to the breaching party by the nonbreaching party that terminates the
Agreement as to such party. Any termination shall become effective at the end of
such sixty day period unless the breaching party has cured any such breach or
default prior to the expiration of the sixty day period. However, if the party
alleged to be in breach of this Agreement disputes such breach within such sixty
day period, the non-breaching party shall not have the right to terminate this
Agreement unless it has been determined by an arbitration proceeding in
accordance with Section 15.12 below that this Agreement was materially breached,
and the breaching party fails to cure such breach within 30 days following the
final decision of the arbitrators or such other time as directed by the
arbitrators.
14.4 Other Termination Rights. Licensee may terminate this Agreement and
the license granted herein, in its entirety or as to any particular patent
within the Patent Rights in a particular country, at any time, by providing
Licensor ninety-days written notice. In the event of termination as to a
particular country, the subject patent in such country shall cease to be within
the Patent Rights for all purposes of this Agreement.
14.5 Effect of Termination.
14.5.1 Termination of this Agreement for any reason shall not release
either party hereto from any liability which at the time of such termination has
already accrued to the other party or which is attributable to a period prior to
such termination.
14.5.2 In the event this Agreement is terminated for any reason,
Licensee and its Affiliates and Sublicensees shall have the right to sell or
otherwise dispose of the stock of any Product subject to this Agreement then on
hand. Upon termination of this Agreement by Licensor for any reason, any
sublicense granted by Licensee hereunder shall survive, provided that upon
request by Licensor, such Sublicensee promptly agrees in writing to be bound by
the applicable terms of this Agreement.
14.5.3 Section 9.5 and Articles 10, 12, 13, 14, and 15 shall survive
the expiration and any termination of this Agreement for any reason.
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15. MISCELLANEOUS
15.1 Governing Laws. This Agreement shall be interpreted and construed in
accordance with the laws of the State of California, without regard to conflicts
of law principles.
15.2 Waiver. It is agreed that no waiver by any party hereto of any
breach or default of any of the covenants or agreements herein set forth shall
be deemed a waiver as to any subsequent and/or similar breach or default.
15.3 Assignment. This Agreement and the license granted hereunder may not
be assigned by Licensee to any third party without the written consent of
Licensor, and Licensor may not assign this Agreement to a third party without
the consent of Licensee; except Licensee may assign this Agreement without such
consent to (a) an Affiliate or (b) an entity that acquires substantially all of
the stock or assets of the Licensee's business to which this Agreement relates.
The terms and conditions of this Agreement shall be binding on and inure to the
benefit of such permitted successors and assigns.
15.4 Independent Contractors. The relationship of the parties hereto is
that of independent contractors. The parties hereto are not deemed to be
employees, agents, partners or joint venturers of the others for any purpose as
a result of this Agreement or the transactions contemplated thereby.
15.5 Compliance with Laws. In exercising their rights under this license,
the parties shall fully comply with the requirements of any and all applicable
laws, regulations, rules and orders of any governmental body having jurisdiction
over the exercise of rights under this license.
15.6 No Implied Obligations. Nothing in this Agreement shall be deemed to
require Licensee to exploit the Patent Rights nor to prevent Licensee from
commercializing products similar to or competitive with any Product, in addition
to or in lieu of such Product.
15.7 Notices. Any notice required or permitted to be given to the parties
hereto shall be given in writing and shall be deemed to have been properly given
if delivered in person or when received if mailed by first class certified mail
to the other party at the appropriate address as set forth below or to such
other addresses as may be designated in writing by the parties from time to time
during the term of this Agreement.
Licensor: Xxxxxx X. Billing, Ph.D.
000 Xxx Xxx Xxxxx
Xxxxx, XX 00000
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Licensee: Abgenix, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: President
15.8 Export Laws. Notwithstanding anything to the contrary contained
herein, all obligations of Licensor and Licensee are subject to prior
compliance with United States export regulations and such other United States
laws and regulations as may be applicable, and to obtaining all necessary
approvals required by the applicable agencies of the government of the United
States. Licensee shall use efforts consistent with prudent business judgment to
obtain such approvals. Licensor shall cooperate with Licensee and shall provide
assistance to Licensee as reasonably necessary to obtain any required approvals.
15.9 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision and the parties shall discuss in good faith appropriate
revised arrangements.
15.10 Force Majeure. Nonperformance of any party (except for payment
obligations) shall be executed to the extent that performance is rendered
impossible by strike, fire, earthquake, flood, governmental acts or orders or
restrictions, failure of suppliers, or any other reason where failure to
perform, is beyond the reasonable control and not caused by the negligence,
intentional conduct or misconduct of the nonperforming party.
15.11 No Consequential Damages. IN NO EVENT SHALL ANY PARTY HERETO BE
LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT OR THE EXERCISE OF RIGHTS HEREUNDER.
15.12 Dispute Resolution; Arbitration. The parties will attempt to
resolve any dispute under this Agreement by mutual agreement, and, if required,
there shall be a face-to-face meeting between a senior executive of Licensee
and the Licensor. Any dispute under this Agreement which is not settled after
such meeting, shall be finally settled by binding arbitration, conducted in
accordance with the Rules of Arbitration of the American Arbitration
Association by three arbitrators appointed in accordance with said rules. The
costs of the arbitration, including administrative and arbitrators' fees, shall
be shared equally by the parties. Otherwise, except as set forth in the next
sentence, each party shall bear its own costs and attorneys' and witness' fees.
The prevailing party in any arbitration, as determined by the arbitration
panel, shall be entitled to an award against the other party in the amount of
the prevailing party's costs and reasonable attorneys' fees. The arbitration
shall be held in San Francisco, California. A disputed performance or suspended
performance pending the resolution of the arbitration must be completed within
thirty days following
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the final decision of the arbitrators. Any arbitration shall be completed
within six months from the filing of notice of a request for such arbitration.
15.13 COMPLETE AGREEMENT. It is understood and agreed between
Licensor and Licensee that this Agreement, together with the Research
Evaluation and Option Agreement, constitute the entire agreement, both written
and oral, between the parties with respect to the subject matter hereof, and
that all prior agreements respecting the subject matter hereof, either written
or oral, expressed or implied, shall be abrogated, canceled, and are null and
void and of no effect. No amendment or change hereof or addition hereto shall
be effective or binding on either of the parties hereto unless reduced to
writing and executed by the respective duly authorized representatives of
Licensor and Licensee.
15.14 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original and both together shall be
deemed to be one and the same agreement.
15.15 HEADINGS. The captions to the several Articles and Sections
hereof are not a part of this Agreement, but are included merely for
convenience of reference only and shall not affect its meaning or
interpretation.
15.16 NONDISCLOSURE. Except as provided in Article 10, each of the
parties hereto agrees not to disclose to any third party the terms of this
Agreement without the prior written consent of each other party hereto, except
to advisors, investors, potential investors, sublicensees, potential
sublicensees and others on a need to know basis, or to the extent required by
law.
15.17 ATTORNEY. Licensor and Licensee hereby acknowledge that each
has had the opportunity to consult with an attorney of their choice and that
each has entered into this Agreement upon their own free will and with due
consideration for all the terms and provisions herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement, their
respective officers hereunto duly authorized, as of the day and year first
above written.
XXXXXX X. BILLING ABEGNIX, INC.
(Licensor) (Licensee)
[SIG] /s/ R. XXXXX XXXXX
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Social Security Number R. Xxxxx Xxxxx
###-##-#### President and Chief Executive
Officer
AGREED TO:
XXXXXX BILLING
[SIG]
-----------------------------------
Social Security Number
###-##-####
