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Exhibit 10.5
ADDENDUM
TO
LICENSE AGREEMENT
This Addendum is entered into this 28th day of September 1999, by and between
ORGANON TEKNIKA B.V. (hereinafter referred to as "Teknika") , a private company
with limited liability having its principal place of business at Xxxxxxx 00,
0000 XX Xxxxxx, xxx Xxxxxxxxxxx,
and
LIFE SCIENCES INC. , (hereinafter referred to as "Licensee" ) , a corporation
having its registered offices at 0000 0xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
00000, U.S.A.,
WHEREAS, Teknika and Licensee entered into a licence agreement on 9 July 1998
whereby Licensee was granted a non exclusive license to use the NASBA
Technology, Accusphere Technology and Patent rights as defined and further
described therein (the 'Original Agreement') ;
WHEREAS, Teknika has undertaken under the Original Agreement to transfer any
relevant know how in respect of the Accusphere Technology to Licensee in order
that Licensee may successfully utilise the technology;
WHEREAS, Licensee has expressed a need to be provided with a design plan of a
drip dispenser (hereinafter the "Design Plan") , as attached as ANNEX A, for
the use of the Accusphere Technology, Teknika is willing to provide the Design
Plan and has provided the Design Plan and Teknika now wishes to formalise the
terms and conditions, subject to which the Design Plan has been transferred to
the Licensee, in this Addendum to the Original Agreement;
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1 - DEFINITIONS
Product means the drip dispenser as further described in the attached ANNEX A
to be developed by Licensee using the Design Plan. Agreement means this
Addendum and the original Agreement. Unless specifically defined in the text of
this Addendum, all other terms will have the meaning as defined in the Original
Agreement.
ARTICLE 2 - DEVELOPMENT
2.1 Teknika has disclosed and delivered to Licensee the Design Plan as
needed by Licensee in the development of the Product.
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The parties acknowledge, for the avoidance of doubt, that no transfer
of right to intellectual property embodied in the Design Plan will be
effected or has been effected by such transfer of Design Plan.
2.2 Licensee shall assume and diligently pursue at its own expense all
activities reasonably necessary to develop and manufacture the
Product.
2.3 Where Licensee makes improvements to the Product or discovers or
develops a new application of the know how in respect of the
Accusphere Technology or the Product during the term of this
Agreement, Licensee will grant a royalty free, non exclusive license
to Teknika for the manufacture, development and use of these
improvements.
2.4 Licensee warrants that any third party instructed to manufacture the
Product for Licensee will be bound by the terms and conditions of the
Original Agreement and this Addendum, including but not limited to the
obligation of confidentiality in respect of any confidential
information of Teknika, and Licensee hereby agrees to compensate
Teknika for any damages incurred by Teknika as a result of a breach of
the terms and conditions of the Original Agreement and/or this
Addendum by such third party.
ARTICLE 3 - DURATION AND TERMINATION
3.1 This Addendum shall become effective as of the date of signing hereof.
The term of this Addendum shall coincide with the term of the Original
Agreement.
3.2 Upon termination Licensee shall cease to use the Design Plan and shall
return all data, information, records, reports etc. in respect of the
Design Plan, including the Product, and transfer all rights accruing
to Licensee as a consequence of this Agreement promptly to Teknika
upon its request.
ARTICLE 4 - LIABILITY
4.1 Licensee hereby undertakes to indemnify, defend and hold Teknika
harmless against any claims, demands, damages and expenses (including
reasonable attorney's fees) in connection with any loss, damage,
injury or death suffered by Licensee, its Affiliates, employees or any
third party and either directly or indirectly arising or resulting or
alleged to arise or result from the development, manufacture or use of
the Product by or on behalf of' Licensee.
4.2 The provisions of Paragraph 4.1 above shall apply with the provision
that:
(a) Teknika promptly notifies Licensee in writing after Teknika
receives notice of any claim;
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(b) Licensee shall have the right to sole control of the defence,
trial, and any related settlement negotiations; and
(c) Teknika reasonably co operates with Licensee in the defence
of any such claim.
ARTICLE 5 - WHOLE AGREEMENT
This Addendum and the Original Agreement together form the entire agreement
between the parties hereto relating to the subject matter of this Agreement.
Unless otherwise provided for in this Addendum, all terms and conditions of the
Original Agreement continue to apply. Where any of the terms of conditions of
this Addendum and the Original Agreement conflict, the terms and conditions of
this Addendum shall prevail. This Agreement may be modified in writing only.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their duly authorized officers in duplicate on the day, month and year first
written above. behalf of
For and on behalf of For and on behalf of
Organon TEKNIKA B.V. LIFE SCIENCES INC.
/s/ R. Salsmans /s/ Xxxx X. Xxxxx
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Name: Dr. R. Salsmans Name: Xxxx Xxxxx
-------------------------------- --------------------------------
Title: President Title: Vice President
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/s/ A. J. F. Stap
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Name: A. J. F. Stap
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Title: Executive Vice President
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