Exhibit 10.23
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
LICENCE AGREEMENT
between
LONZA BIOLOGICS PLC
and
INHIBITEX, INC.
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INDEX
ARTICLE TITLE PAGE
------- ----- ----
1. Definitions 3
2. Supply of Materials and Know-How 6
3. Ownership of Property and Intellectual Property 6
4. Licences 7
5. Payments 8
6. Royalty Procedures 9
7. Liability and Warranties 10
8. Confidentiality 11
9. Patents 13
10. Term and Termination 14
11. Assignment 15
12. Governing Law and Jurisdiction 16
13. Force Majeure 16
14. Illegality 17
15. Miscellaneous 17
16. Notice 18
17. Interpretation 19
SCHEDULE
1 Patent Rights 20
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THIS AGREEMENT is made the 23rd day of December 2002
BETWEEN
LONZA BIOLOGICS PLC of 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxx
(hereinafter referred to as "Biologics"), and
INHIBITEX, INC. of 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, XXX
(hereinafter referred to as "Licensee")
WHEREAS
A. Biologics is the proprietor of the System and certain Intellectual
Property rights in relation thereto (all as hereinafter defined), and
B. The Licensee wishes to take a Licence under Intellectual Property (as
hereinafter defined) of which Biologics is the proprietor to
commercially exploit the Product (as hereinafter defined) in the form
hereunder.
NOW THEREFORE the parties hereby agree as follows:
1. Definitions
1.1 "Affiliate" means any company, partnership or other entity
which directly or indirectly controls, is controlled by or is
under common control with the relevant party to this
Agreement. "control" means the ownership of more than fifty
percent (50%) of the issued share capital or the legal power
to direct or cause the direction of the general management and
policies of the party in question.
1.2 "Cell Lines" means those cell lines referred to in Clause
2.1.1(b).
1.3 "Effective Date" means the date first above written.
1.4 "First Commercial Sale" means the date of the first sale or
other disposal of Product for consideration by the Licensee or
its sublicensee.
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1.5 "Intellectual Property" means Materials Know-How and Patent
Rights owned by Biologics or an Affiliate of Biologics and
which Biologics has a right to grant herein.
1.6 "Know-How" means unpatented technical and other information
including but without prejudice to the generality of the
foregoing ideas, concepts, inventions, discoveries, data,
formulae, specifications, procedures for experiments and tests
and other protocols, results of experimentation and testing,
fermentation and purification techniques and assay protocols.
1.7 "Materials" means the System, vectors containing the System,
but excluding any gene inserted into the System by Licensee
for the purposes of producing Product.
1.8 "Materials Know-How" means Know-How specifically relating to
the Materials of which Biologics is the proprietor.
1.9 "Net Selling Price" means all monies received by or on behalf
of Licensee or its sublicensee hereunder in respect of the
sale of Product in the Territory less the following items to
the extent that they are paid or allowed and included in the
invoice price:
1.9.1 normal discounts actually granted;
1.9.2 credits allowed for Product or other goods returned
or not accepted by customers;
1.9.3 packaging, transportation and prepaid insurance
charges on shipments or deliveries to customers; and
1.9.4 taxes actually incurred and paid by Licensee or its
sublicensee hereunder in connection with the sale or
delivery of Product or other goods to customers.
Upon any sale or other disposal of Product by or on behalf of
Licensee or its sublicensee hereunder other than a bona fide
arms length transaction exclusively for money or upon any use
of the Product for purposes which do not result in a
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disposal of such Product in consideration of sales revenue
customary in the country of use, such sale, other disposal or
use shall be deemed to constitute a sale at the then current
maximum selling price in the country in which such sale, other
disposal or use occurs.
For the avoidance of doubt, the supply of Product free of
charge as commercial samples or for use in clinical studies or
to third parties for evaluation purposes shall not be included
in this provision and shall not be deemed to constitute a
sale.
1.10 "Patent Rights" means the patents and applications which
Biologics has a right to grant herein short particulars of
which are set out in Schedule 1 hereto and all patents and
applications thereof of any kind throughout the world whether
national or regional including but without prejudice to the
generality of the foregoing, author certificates, inventor
certificates, improvement patents, utility certificates and
models and certificates of addition and including any
divisions, renewals, continuations, continuations in part,
extensions of reissue thereof.
1.11 "Product" means a monoclonal antibody to a bacterial cell
surface adhesion known as Aurexis(TM) of which Licensee is the
proprietor and which is obtained by the expression of any one
gene or of any combination of genes by use of the Materials,
or any formulation containing the same.
1.12 "System" means the glutamine synthetase gene expression system
of which Biologics is the proprietor which is described in the
Patent Rights and Materials Know-How.
1.13 "Territory" means world-wide.
1.14 "Valid Claim" means a claim within the Patent Rights
(including any re-issued and unexpired patents) which has not
been held unenforceable or invalid by the decision of a court
or other governmental agency of competent jurisdiction
unappealable or unappealed within the time allowed for appeal
and which has not been admitted to be invalid or unenforceable
through re-issue or disclaimer or otherwise and which has not
expired or been abandoned.
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2. Supply of Materials and Know-How
2.1 Immediately following the signature of this Agreement by both
parties and receipt of the payment specified in Clause 5.1.1
hereof Biologics shall, if requested by Licensee in writing,
arrange for supply free of charge ex-works Biologics'
premises, Slough, Berkshire (Incoterms 2000) to Licensee the
following:
2.1.1 Materials
(a) Approximately 20(mu)g of vector pEE12.4.
Approximately 20(mu)g of vector pEE14.4.
Approximately 20(mu)g of vector pEE13.4.
Approximately 20(mu)g of vector pEE6.4.
Approximately 20(mu)g of vector pCon gamma 4
(proline at 241).
Approximately 20(mu)g of vector pCon kappa.
Approximately 20(mu)g of vector pCon gamma
1-f.
Approximately 20(mu)g of vector pCon gamma
1-za.
(b) Two 1ml vials of myeloma cell line NS0.
Two 1ml vials of the Chinese Hamster Ovary
cell line CHO-K1.
2.1.2 Materials Know-How
Materials Know-How contained as at the date
hereinabove in manuals of operating procedures for
the System.
Licensee shall use the Materials and Cell Lines only
in the expression of Product by insertion of gene(s)
coding for Product(s) into the Materials and Cell
Lines, and shall not use, cause the use of or permit
to be used the Materials or the Cell Lines for any
purpose not directly authorised by this Agreement.
3. Ownership of Property and Intellectual Property
3.1 It is hereby acknowledged and agreed that any and all property
and Intellectual Property in the Materials is vested in
Biologics.
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3.2 The provisions of this clause shall survive termination of
this Agreement.
4. Licences
4.1 Biologics hereby grants to Licensee a world-wide non-exclusive
licence under the Intellectual Property to develop,
manufacture, market and sell Product in the Territory save as
provided by Clause 4.3 below, there shall be no right to
sublicense the rights granted hereunder.
4.2 Save as expressly provided by Clause 2 above, the Licensee
hereby undertakes not to make any modifications or adaptations
to the Materials or the Cell Lines during the subsistence of
this Agreement.
4.3 Subject to the provisions of this Clause 4.3, Licensee shall
be entitled to grant a sublicence to the rights granted by
Clause 4.1 to a third party for the purposes of that third
party producing Product for Licensee provided always:
4.3.1 Licensee shall ensure such sublicensee's use of the
Materials, the Cell Lines, the Intellectual Property
and the Product is undertaken solely for the purpose
of establishing a manufacturing process for Product,
or producing Product, for Licensee; and
4.3.2 The sublicensee shall not, by virtue of this
Agreement, be granted any right or licence, either
express or implied, under any patent or proprietary
right vested in Biologics or otherwise, to use the
Materials, the Intellectual Property or the Product
other than for the purposes of establishing a
manufacturing Process for Product or producing
Product for Licensee and Licensee agrees to ensure
that such sublicensee shall not assign, transfer,
further sublicense or otherwise make over the benefit
or the burden of the rights granted to it pursuant to
this Agreement; and
4.3.3 Any sublicence granted shall be expressly subject and
subordinate to the terms of this Agreement, and it
shall be Licensee's responsibility to ensure the
strict adherence by any sublicensee hereunder to the
terms and conditions of this Agreement; and
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4.3.4 Promptly following the grant of any sublicensee
pursuant to this Clause 4, Licensee shall notify
Biologics of the identity of the sublicensee and
shall confirm it has complied with the requirements
of this Clause 4.3 in respect of the same.
5. Payments
5.1 In consideration of the licence granted to Licensee pursuant
to Clause 4.1 hereof, Licensee shall pay Biologics as follows:
5.1.1 [ *** ] per annum upon the Effective Date of this
Agreement; and
5.1.2 a royalty of [ *** ] of the Net Selling Price of
Product manufactured by the Licensee or Biologics.
5.2 Upon the grant by Licensee of one or more sublicence(s) in
respect of the rights granted by Clause 4.1 pursuant to Clause
4.3 and during the continued existence of such sublicence(s)
the annual licence fee refered to in clause 5.1.1 shall not
become due but rather Licensee shall pay Biologics as follows:
5.2.1 [ *** ] per sublicence per annum for use of Materials
for production of Product for development services
for human clinical studies with initial payment being
due on the commencement of manufacture of the first
GMP batch for such clinical studies; and
5.2.2 [ *** ] per sublicence per annum for use of Materials
for production of Product for commercial purposes
with initial payment being due on the date of grant
of the Biologics Licence Application; and
5.2.3 a royalty of [ *** ] of the Net Selling Price of
Product manufactured by a sublicensee.
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5.3 For the avoidance of doubt the annual licence fee refered to
in clause 5.1.1 shall not be payable on its anniversary if one
or more licence fees have been paid during the preceding 12
months in accordance with clauses 5.2.1 or 5.2.2 and in the
event that Licensee has previously sub-licensed the rights in
accordance with clause 5.2 and subsequently terminates such
sub-license, then the annual licence fee referred to in clause
5.1.1 shall only become payable upon the anniversary of the
Effective Date subsequent to the termination of all
sub-licences unless a new sub-licence is granted prior to such
anniversary and payment is made in accordance with clause 5.2
6. Royalty Procedures
6.1 Licensee shall keep true and accurate records and books of
account containing all data necessary for the calculation of
royalties payable to Biologics. Such records and books of
account shall, upon reasonable notice having been given by
Biologics be open for inspection by Biologics or its duly
authorised representative.
6.2 Licensee shall prepare a statement in respect of each calendar
quarter which shall show for the quarter in question details
of the sales of Product and the royalty due and payable to
Biologics thereon.
Such statement shall be submitted to Biologics within thirty
(30) days of the end of the calendar quarter to which it
relates together with a remittance for the royalties due to
Biologics.
6.3 All sums due under this Agreement:
6.3.1 shall be made in pounds sterling to Biologics.
Payments due to Biologics in currencies other than
pounds sterling shall first be calculated in the
relevant local currency before being calculated at
the rate of exchange ruling at the close of business
on the day payment is due or made, whichever is
earlier, provided always that where payment is made
after the date provided therefore herein conversion
shall be at the rate ruling at the date of payment if
this is more favourable to Biologics. The rate of
exchange shall be the mean value of the Pound Spot
Rate in London first
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published in the Financial Times on the day following
the day for determining such rates.
6.3.2 are exclusive of any Value Added Tax or of any other
applicable taxes, levies, imposts, duties and fees of
whatever nature imposed by or under the authority of
any government or public authority which shall be
paid by Licensee. The parties agree to co-operate in
all respects necessary to take advantage of such
double taxation agreements as may be available.
6.4 Where Biologics does not receive payment of any sum by the due
date, interest shall accrue thereafter on the sum due and
owing to Biologics at the rate of four percent (4%) over the
base rate from time to time of HSBC Bank plc, interest to
accrue on a day to day basis without prejudice to Biologics'
right to receive payment on the due date.
7. Liability and Warranties
7.1 Biologics gives no representation or warranty that the Patent
Rights which are patent applications will be granted or if
granted will be valid nor that the exercise of the rights
granted to Licensee hereunder will not infringe other patent
rights or intellectual property rights vested in Biologics or
any third party. Biologics represents and warrants to Licensee
that as of the Effective Date that it has the title to grant
the licence granted pursuant to this Agreement and that the
licence granted does not conflict with or violate the terms of
any agreement between Biologics and any third party.
7.2 To the best of Biologics' knowledge and belief, as of the date
hereof, save for the Patent Rights there are no patent rights
or patent applications with respect to the Materials and
Materials Know How of which Biologics or its Affiliate is the
proprietor and which are necessary to enable the Licensee to
exercise the rights granted herein.
In the event Biologics becomes the proprietor of patent rights
with respect to the Materials and Materials Know How which are
necessary to enable Licensee to exercise the rights granted
herein, Biologics agrees to grant a licence under the
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patent rights to the extent necessary to enable the Licensee
to exercise such rights at no additional charge.
As of the date of this Agreement Biologics' Legal or Corporate
Departments have not received any claim or demand by any third
party claiming infringement of its intellectual property
rights by use of the Intellectual Property in accordance with
the provisions of this Agreement. Biologics agrees to notify
Licensee at any time during the term of this Agreement if it
receives such notice or demand.
7.3 The Licensee hereby acknowledges that in order to exploit the
rights contained herein the Licensee may require licences
under Biologics patent rights other than those herein licensed
or under third party patent rights (including those vested in
Affiliates of Biologics) that may be infringed by the use by
the Licensee of the rights licensed herein and it is hereby
agreed that it shall be the Licensee's responsibility to
satisfy itself as to the need for such licences and if
necessary to obtain such licences. No licence is granted save
as expressly provided herein and no licence in addition
thereto shall be deemed to have arisen or be implied by way of
estoppel or otherwise.
7.4 Licensee shall indemnify and hold harmless Biologics and its
officers, servants and agents at all times in respect of any
and all losses, damages, costs and expenses suffered or
incurred as a result of any contractual, tortious or other
claims or proceedings by third parties against Biologics
arising in any way out of the exercise by Licensee of any of
the rights granted to it under this Agreement, including, but
not limited to, product liability claims or proceedings save
to the extent that such third party claims relate solely to
the System and Licensee's use of the System in accordance with
the scope of this Agreement.
7.6 Any condition or warranty other than those relating to title
which might otherwise be implied or incorporated within this
Agreement by reason of statute or common law or otherwise is
hereby expressly excluded.
7.5 The terms of this Clause 7 shall survive termination of the
Agreement for whatever reason.
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8. Confidentiality
8.1 Licensee expressly acknowledges that the Materials Know-How
and any other Know-How with which it is supplied by Biologics
pursuant to this Agreement is supplied in circumstances
imparting an obligation of confidence and Licensee agrees to
keep such Know How or Materials Know-How secret and
confidential and to respect Biologics' proprietary rights
therein and to use the same for the sole purpose of this
Agreement and not during the period of this Agreement or at
any time for any reason whatsoever to disclose or permit to be
disclosed such Know How or Materials Know-How to any third
party other than its sublicensee hereunder for use in
accordance with the terms of this Agreement. Licensee shall
procure that only its employees and employees of it
sublicensee hereunder shall have access to the Know How or
Materials Know-How on a need to know basis and that all such
employees shall be informed of their secret and confidential
nature and shall be subject to the same obligations as
Licensee and its sublicensee hereunder pursuant to this Clause
8.1.
8.2 Licensee hereby undertakes and agrees to keep the Materials
and the Cell Lines secure and safe from loss, damage, theft,
misuse and unauthorised access and shall procure that the
Materials and the Cell Lines shall be made available only to
employees of Licensee and employees of its sublicensee
hereunder on a need to know basis and subject to the same
obligations of confidence as provided in Clause 8.1 hereof,
and to use the same for the sole purpose of this Agreement.
8.3 Both parties undertake and agree not to at any time for any
reason whatsoever disclose or permit to be disclosed to any
third party or otherwise make use of or permit to be made use
of any trade secrets or confidential information relating to
the business affairs or finances of the other or of any
suppliers, agents, distributors, licensees or other customers
of the other which comes into their possession pursuant to
this Agreement.
8.4 The obligations of confidence referred to in this Clause 8
shall not extend to any information which:
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8.4.1 is or shall become generally available to the public
otherwise than by reason of a breach by the recipient
party of such information of the provisions of this
Clause 8;
8.4.2 is known to the recipient party of such information
and is at its free disposal prior to its receipt from
the other;
8.4.3 is subsequently disclosed to the recipient party
without obligations of confidence by a third party
owing no such obligations in respect thereof; and
8.4.4 Biologics or Licensee may be required to disclose to
a government agency for the purpose of any statutory,
regulatory or similar legislative requirement
applicable to the production of Product or to meet
the requirements of any Stock Exchange to which the
parties may be subject but only to the extent such
disclosure is required, and subject to obligations of
secrecy wherever possible; and
8.4.5 can be demonstrated by competent written evidence as
having been independently developed by the recipient
of the information in questions without reference to
that information.
8.5 The obligations of both parties under this Clause 8 shall
survive the expiry or termination of this Agreement for
whatever reason.
9. Patents
9.1 Biologics hereby undertakes and agrees that at its own cost
and expense it will:
9.1.1 prosecute or procure prosecution of such of the
Patent Rights which are patent applications
diligently to grant so as to secure the best
commercial advantage obtainable so far as it is
reasonable to do so with reference to Biologics'
commercial considerations; and
9.1.2 pay or procure payment of all renewal fees in respect
of the Patent Rights valid and subsisting for the
full term thereof and in particular will procure
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such renewal of the registrations thereof as may be
necessary from time to time so far as it is
reasonable to do so with particular reference to
commercial considerations.
9.2 Licensee shall promptly notify Biologics in writing of any
infringement or improper or unlawful use of or of any
challenge to the validity of the Patent Rights and/or
Know-How. Biologics undertakes and agrees to take all such
steps and proceedings and to do all other acts and things as
may in Biologics' sole discretion be necessary to restrain any
such infringement or improper or unlawful use or to defend
such challenge to validity and Licensee shall permit Biologics
to have the sole conduct of any such steps and proceedings
including the right to settle them whether or not Licensee is
a party to them.
10. Term and Termination
10.1 Unless terminated earlier in accordance with the provisions of
this Clause 10 or Clause 13 or 14, this Agreement shall
continue in force in each country of the world, until expiry
of the last to expire of a period of fifteen (15) years from
the date of First Commercial Sale or until expiry of the last
Valid Claim, whichever is later always provided that this
Agreement shall terminate before the expiry of the said
fifteen (15) year period and after the expiry of the last
Valid Claim if Biologics makes publicly available the
Materials and the Materials Know-How.
10.2 Licensee may terminate this Agreement by giving sixty (60)
days notice in writing to Biologics.
10.3 Either Biologics or Licensee may terminate this Agreement
forthwith by notice in writing to the other upon the
occurrence of any of the following events:
10.3.1 if the other commits a breach of this Agreement which
in the case of a breach capable of remedy shall not
have been remedied within sixty (60) days of the
receipt by the other of a notice identifying the
breach and requiring its remedy.
10.3.2 if the other is unable to pay its debts or enters
into compulsory or voluntary liquidation (other than
for the purpose of effecting a
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reconstruction or amalgamation in such manner that
the company resulting from such reconstruction or
amalgamation if a different legal entity shall agree
to be bound by and assume the obligations of the
relevant party under this Agreement) or compounds
with or convenes a meeting of its creditors or has a
receiver appointed over all or any part of its assets
or takes or suffers any similar action in consequence
of a debt, or ceases for any reason to carry on
business.
10.4 If at any time during this Agreement Licensee directly or
indirectly opposes or assists any third party to oppose the
grant of letters patent or any patent application within any
of the Patent Rights or disputes or directly or indirectly
assists any third party to dispute the validity of any patent
within any of the Patent Rights or any of the claims thereof
Biologics shall be entitled at any time thereafter to
terminate all or any of the licences granted hereunder
forthwith by notice to Licensee.
10.5 If this Agreement is terminated for any reason any and all
licences granted hereunder shall terminate with effect from
the date of termination and Licensee shall destroy all
Materials, Cell Lines and Product forthwith and shall certify
such destruction immediately thereafter in writing to
Biologics.
10.6 Termination for whatever reason or expiration of this
Agreement shall not affect the accrued rights of the parties
arising in any way out of this Agreement as at the date of
termination. The right to recover damages against the other
and all provisions which are expressed to survive this
Agreement shall remain if full force and effect.
11. Assignment
11.1 Save as expressly provided by Clause 4. neither party shall be
entitled to assign, transfer, charge or in any way make over
the benefit and/or burden of this Agreement without the prior
written consent of the other which consent shall not be
unreasonably withheld or delayed save that Company shall be
entitled without the prior written consent of Biologics to
assign, transfer, charge, sub-contract, deal with or in any
manner make over the benefit and/or burden of this Agreement
to an entity to which Company has assigned its entire business
in the
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field relevant to the Research Evaluation and Biologics shall
be entitled without the prior written consent of the other
party to assign transfer, charge, sub-contractor deal with or
in any other manner make over the benefit and/or burden of
this Agreement to an Affiliate or to any 50/50 joint venture
company of which Biologics is the beneficial owner of fifty
per cent (50%) of the issued share capital thereof or to any
company with which Biologics may merge or to any company to
which that party may transfer its assets and undertakings.
11.2 This Agreement shall be binding upon the successors and
assigns of the parties and the name of a party appearing
herein shall be deemed to include the names of its successors
and assigns provided always that nothing herein shall permit
any assignment by either party except as expressly provided
herein.
12. Governing Law and Jurisdiction
12.1 The validity, construction and performance of this Agreement
shall be governed by English law to the jurisdiction of whose
courts the parties hereto submit.
12.2 Either party shall have the right to take proceedings in any
other jurisdiction for the purposes of enforcing a judgement
or order obtained from the Court in England.
13. Force Majeure
Neither party shall be in breach of this Agreement if there is any
total or partial failure of performance by it of its duties and
obligations under this Agreement occasioned by acts and events beyond
its control such as any act of God, fire, act of government or state,
war, civil commotion, insurrection, embargo, prevention from or
hindrance in obtaining any raw materials, energy or other supplies,
labour disputes of whatever nature and any other reason beyond the
control of either party. If either party is unable to perform its
duties and obligations under this Agreement as a direct result of the
effect of one of the reasons set out in this Clause 13 such party shall
give written notice to the other of such inability stating the reason
in question. The operation of this Agreement shall be suspended during
the period (and only during the period) in which the reason continues.
Forthwith upon the reason ceasing to exist the party relying upon it
shall give written advice to the other of this fact. If the reason
continues for a period of more than ninety
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(90) days and substantially affects the commercial basis of this
Agreement the party not claiming under this Clause 13 shall have the
right to terminate this Agreement by giving sixty (60) days written
notice of such termination to the other party.
14. Illegality
If any provision or term of this Agreement or any part thereof shall
become or be declared illegal, invalid or unenforceable for any reason
whatsoever including but without limitation by reason of the provisions
of any legislation or other provisions having the force of law or by
reason of any decision of any Court or other body or authority having
jurisdiction over the parties hereto or this Agreement including the EC
Commission or the European Court of Justice, such terms or provisions
shall be divisible from this Agreement and shall be deemed to be
deleted from this Agreement in the jurisdiction in question provided
always that if any such deletion substantially affects or alters the
commercial basis of this Agreement either party shall have the right to
terminate this Agreement by giving sixty (60) days written notice of
such termination to the other party.
15. Miscellaneous
15.1 This Agreement embodies and sets forth the entire agreement
and understanding of the parties and supersedes all prior oral
and written agreements, understanding or arrangements relating
to the subject matter of this Agreement. Neither party shall
be entitled to rely on any agreement, understanding or
arrangement which is not expressly set forth in this
Agreement.
15.2 This Agreement shall not be amended, modified, varied or
supplemented except in writing signed by duly authorised
representatives of the parties.
15.3 No failure or delay on the part of either party hereto to
exercise any right or remedy under this Agreement shall be
construed or operated as a waiver thereof nor shall any single
or partial exercise of any right or remedy under this
Agreement preclude the exercise of any other right or remedy
or preclude the further exercise of such right or remedy as
the case may be. The rights and remedies provided in this
Agreement are cumulative and are not exclusive of any rights
or remedies provided by law.
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15.4 The text of any press release or other communication to be
published by or in the media whether of a scientific nature or
otherwise and concerning the subject matter of this Agreement
shall require the prior written approval of Biologics.
Notwithstanding the foregoing, nothing herein shall be
construed as limiting Licensee's rights or ability to publish,
present or use in any way data and results relating solely and
exclusively to the Research Evaluation without reference to
the System, the Materials, the Intellectual Property or
Biologics. Such publication, presentation or use by Company
shall not require prior review or written approval of
Biologics.
15.5 Each of the parties hereto shall be responsible for its
respective legal and other costs incurred in relation to the
preparation of this Agreement.
15.6 The parties to this Agreement do not intend that any term
hereof should be enforceable by virtue of the Contracts
(Rights of Third Parties) Xxx 0000 by any person who is not a
party to this Agreement.
16. Notice
16.1 Any notice or other document to be given under this Agreement
shall be in writing and shall be deemed to have been duly
given if left at or sent by registered post, courier,
facsimile or other electronic media to a party or delivered in
person to a party at the address or facsimile number set out
below for such party or such other address as the party may
from time to time designate by written notice to the other(s):
Address of Biologics
Lonza Biologics plc, 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx XX0 0XX
Facsimile: 01753 777001
For the attention of the Head of Legal Services
Address of Licensee
Inhibitex, Inc., 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxx 00000, XXX
Facsimile: 001 000 000 0000
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For the attention of President and Chief Operating Officer
with a copy to Chief Scientific Officer
16.2 All such notices and documents shall be in the English
language. Any such notice or other document shall be deemed to
have been received by the addressee seven (7) working days
following the date of despatch of the notice or other document
by post or, where the notice or other document is sent by hand
or is given by facsimile or other electronic media,
simultaneously with the transmission or delivery. To prove the
giving of a notice or other document it shall be sufficient to
show that it was despatched.
17. Interpretation
17.1 The headings in this Agreement are inserted only for
convenience and shall not affect the construction hereof.
17.2 Where appropriate words denoting a singular number only shall
include the plural and vice versa.
17.3 Reference to any statute or statutory provision includes a
reference to the statute or statutory provision as from time
to time amended, extended or re-enacted.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto
Signed for and on behalf of [ILLEGIBLE]
LONZA BIOLOGICS PLC -------------------------
Secretary TITLE
Signed for and on behalf of /s/ Xxxxxx X. Xxxxx
INHIBITEX, INC. -------------------------
CSO and VP Preclinical Development. TITLE
- 20 -
SCHEDULE 1
PATENT RIGHTS
Biologics Ref: LBP07 (formerly known as PA98)
Priority Dates: 01.04.85 and 03.09.85
Title: Transformed Myeloma Cell-Line and a Process for the
Expression of a Gene Coding for a Eukaryotic Polypeptide
employing same
Inventors: Xxxx Xxxxx Xxxxxx
Xxxxxxx Xxxx Xxxx
Patent Application
Territory or * Patent Number Patent Expiry Date
--------- ------------------ ------------------
Australia * 584417 01.04.06
Bulgaria * 60107 01.04.06
Canada *1319120 15.06.10
Europe+ * 216846 01.04.06
Russia *2079553 01.04.06
United Kingdom *2183662 01.04.06
USA (cont III) *5981216 09.11.16
+ includes Austria, Belgium, France, Germany, Italy, Luxembourg,
Netherlands, Sweden and Switzerland.
- 21 -
Celltech Ref. No: PA 108
Subject Matter: Expression systems containing a glutamine
gene synthetase
Title: Recombinant DNA Sequences, Vectors containing
them and method for the use thereof
Origin: Celltech/University of Glasgow joint invention
Registered Owner: Celltech Limited/University of Glasgow
Beneficial Owner: Celltech R&D Limited/University of Glasgow
Priority Application Date: 23rd January 1986
Earliest Publication Date/No: 30th July 1987/WO87/04462
Territory Application Date Application No. Patent No. Expiry Date
--------- ---------------- --------------- ---------- -----------
Australia 23.01.87 68935/87 599081 23.01.07
Canada 23.01.87 528011 1338901 11.02.14
*Europe 23.01.87 87900856.3 0256055 23.01.07
Japan 23.01.87 500891/87 7032712 23.01.07
USA 23.01.87 07/595733 5122464 16.06.09
USA (divisional) 23.01.87 08/302241 5770359 16.06.09
USA (divisional) 23.01.87 08/476567 5827739 16.06.09
*includes: Austria, Belgium, France, Germany, Italy, Liechtenstein, Luxembourg,
Netherlands, Sweden, Switzerland, United Kingdom
- 22 -
Biologics Ref: LBP09 (formerly known as PA 140)
Priority Date: 23.07.87
Title: Recombinant DNA Product and Processes using it
Inventors: Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx
Patent Application
Territory or * Patent Number Patent Expiry Date
--------- ------------------ ------------------
Europe+ * 323997 22.07.08
Japan *2505268 22.07.08
USA (cont II) *5591639 07.01.14
USA (divisional) *5658759 19.08.14
+ includes Austria, Belgium, France, Germany, Italy, Luxembourg,
Netherlands, Sweden, Switzerland and United Kingdom
- 23 -
Biologics Ref: LBP10 (formerly known as PA 177)
Priority Date: 18.04.88
Title: Recombinant DNA Methods, Vectors and Host Cells
Inventors: Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxx Yarranton
Patent Application
Territory or * Patent Number Patent Expiry Date
--------- ------------------ ------------------
Australia * 624616 18.04.09
Canada *1338891 04.02.14
Europe+ * 338841 18.04.09
Japan *2007380 18.04.09
USA (cont I) *5879936 09.03.16
USA (cont II) *5891693 06.04.16
+ includes Austria, Belgium, France, Germany, Greece, Italy, Luxembourg,
Netherlands, Spain, Sweden, Switzerland and United Kingdom
