LICENSE AGREEMENT DRUG REPOSITIONING BUSINESS
Exhibit
10.100
EXECUTION
COPY
DRUG
REPOSITIONING BUSINESS
This
LICENSE AGREEMENT (the “Agreement”) is entered into and effective as of
December 14, 2007 (the “Effective Date”), by and between Gene Logic Inc.
(“Licensee”), a Delaware corporation, with a principal address at 00 Xxxx
Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx,
XX 00000, and Ocimum Biosolutions, Inc. (“Purchaser”), a Delaware
corporation with a principal address at 00 Xxxx Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx,
XX 00000 (each a “Party” and collectively, the “Parties” to this
Agreement).
WHEREAS,
contemporaneously herewith, Licensee and Purchaser have consummated the
transactions set forth in that certain Asset Purchase Agreement, dated October
14, 2007, by and among Licensee, Purchaser and Ocimum Biosolutions (India)
Limited, a company incorporated under the Company Xxx, 0000, of the Republic
of
India (“Ocimum India”), as amended by that certain letter agreement made
by and among Licensee, Purchaser and Ocimum India dated December 12, 2007 (the
“Purchase Agreement”) whereby Purchaser has acquired from Licensee
certain assets, technologies and other property used in the Business (as defined
in the Purchase Agreement); and
WHEREAS,
as part of the aforementioned transaction, Purchaser has agreed to grant a
license to Licensee to certain of the acquired intellectual property and
technology for certain defined purposes on the terms set forth
below.
NOW,
THEREFORE, in consideration of the undertakings of the Parties in the
Purchase Agreement, and the mutual covenants and promises of the Parties set
forth herein, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Parties agree as follows, intending to be
legally bound:
DEFINITIONS. In
addition to any other terms defined elsewhere in this Agreement, the following
terms, for purposes of this Agreement, shall have the following
meanings:
|
“Affiliate”
of a Person shall mean a Person that directly or indirectly, through
one
or more intermediaries, controls, is controlled by, or is under common
control with, the first mentioned Person, and their respective successors
and assigns. For the purposes of this definition, the term
“control” means (i) beneficial ownership of at least fifty percent (50%)
of the voting securities of a corporation or other business organization
with voting securities or (ii) a fifty percent (50%) or greater interest
in the net assets or profits or interests of a partnership or other
business organization without voting
securities.
|
|
“Business”
shall have the meaning ascribed to it in the Purchase
Agreement.
|
|
“Closing”
shall mean the effective date of the closing by the Parties on the
transactions contemplated in the Purchase
Agreement.
|
|
“Collaborator”
means any third party (a) with whom Licensee or a Licensee Affiliate
has a
research, development or commercialization agreement, or (b) who
is a
customer of Licensee or a Licensee Affiliate or a party described
in (a)
above in connection with a project or task where such party and Licensee
or a Licensee Affiliate are collaborating within the Drug Repositioning
Business, and their respective successors and
assigns.
|
|
“Improvements”
shall mean improvements, enhancements, and modifications to an invention,
technology, trade secret, or
know-how.
|
1
|
“Information
Assets” shall have the meaning ascribed to it in the Purchase
Agreement, including the raw data and Know-How related thereto, and
any
fixes, enhancements, updates, upgrades, new versions and new releases
thereof existing as of Closing or otherwise acquired from or provided
by
Purchaser after Closing, as well as all existing documentation therefor,
but excluding any third party proprietary data, third party proprietary
Know-How and third party proprietary software for which Purchaser
would
have a contractual obligation to obtain consents for granting the
license
contemplated by this Agreement, if such consent has not been granted
or
the right to consent waived by the third
party.
|
|
“Intellectual
Property Rights” shall mean all rights and entitlements recognized,
vested, granted, available, or existing anywhere in the world, whether
through formal registration or application or otherwise, to inventions,
discoveries, improvements, technologies, works of authorship, mask
works,
information, and designs, including without limitation, patent rights,
copyrights, trade secret rights, trademark rights, database rights,
industrial property rights, moral rights, and registered design rights,
including the Licensed Patent
Rights.
|
|
“Know-How”
shall mean know-how, information, knowledge, SOPs (standard operating
procedures), experience, procedures, processes, methods, protocols,
techniques, and technical and scientific information relating to
the
Business that is sold, transferred or conveyed by Licensee to Purchaser
pursuant to the transactions contemplated in the Purchase Agreement,
whether owned prior to Closing by Licensee or a Licensee Affiliate
or
licensed or acquired by any of them from a third party, which is
used or
useful in connection with the Retained Businesses, including without
limitation procedures and know-how for tissue and blood storage,
RNA
isolation, RNA QC, target preparation and GeneChip®
processing, published materials, and Intellectual Property
Rights that are not Registered IP and are included in the Acquired
Assets.
|
|
“Licensed
Patents Rights” shall mean all rights under any disclosures, patents
and patent applications assigned, transferred or conveyed to Purchaser
under the Purchase Agreement, as set forth on Appendix One hereto,
and all patents resulting from such disclosures, applications, and
reissuances, reexaminations, divisionals, continuations and foreign
counterparts of any of the
foregoing.
|
|
“Licensed
Technology” shall mean the Information Assets, the Know-How, and the
Intellectual Property Rights in or to any of the
foregoing.
|
|
“Person”
shall mean an individual, corporation, company, partnership, association,
trust, or any unincorporated organization or group (within the meaning
of
Section 13(d)(3) of the Exchange
Act).
|
|
“Retained
Businesses” shall mean each of the Drug Repositioning Business and the
Shared Services Division, as each is defined in the Purchase Agreement,
as
such Retained Businesses are now or hereafter
conducted.
|
LICENSES.
Grant. Subject
to the terms and conditions of this Agreement, Purchaser hereby grants to
Licensee, and Licensee accepts, the (A) exclusive right and license to
use the Licensed Technology and the Licensed Patent Rights in the Retained
Businesses, including as needed the right to reproduce, create Improvements
and
derivative works (the “Exclusive License”), and (B) non-exclusive
right and license to use the Licensed Technology and the Licensed Patent Rights
in all fields of use outside of the Retained Businesses, including as needed
the
right to reproduce, create Improvements and derivative works, subject to any
restrictions imposed by any non-compete agreement between the Parties entered
into in connection with the Purchase Agreement (the “Non-Exclusive
License”), in each of (A) and (B) above directly or through Licensee
Affiliates, contractors working for the account of Licensee or a Licensee
Affiliate, and Collaborators.
2
|
The
grant of the Exclusive License entails that, as long as this Agreement
is
in effect, Purchaser and Purchaser Affiliates and any of their respective
successors and assigns shall not, directly or through others, sell,
license, lease, lend, provide, disclose, use or permit use of (whether
directly or through a service bureau or subscription arrangement)
any part
of the Licensed Technology or the Licensed Patent Rights to or by
any
Person who will use or license them for a business that competes
with any
aspect of the Drug Repositioning
Business.
|
|
The
licenses are fully paid up, royalty-free, and worldwide. The licenses
are
transferable as set forth in Section 9.2 of this
Agreement.
|
|
The
Exclusive License and the Non-Exclusive License are sublicensable
as set
forth in the next sentence. Licensee may sublicense the
licensed rights granted in this Agreement above to a Licensee Affiliate,
to Collaborators for use in the collaboration with Licensee or a
Licensee
Affiliate, to a third party to which an activity in the regular course
of
business in connection with the Retained Businesses has been outsourced,
and to contractors to the extent working with any of the foregoing
for the
activities described above. Each sublicense shall expressly
disclaim any warranty, damages, or liability that may apply to Purchaser
as the owner of the Licensed Technology and Licensed Patent
Rights.
|
|
The
licenses granted in Section 2.1 are subject to and restricted by
any
limitations imposed by law or contract on the Licensed Technology
as it
was transferred by Licensee to Purchaser as of Closing, whether or
not
those limitations were fully disclosed on the Purchase
Agreement.
|
|
With
respect to any issued patents that are now or in the future encompassed
in
the definition of Licensed Patent Rights, the license for each
such patent shall expire on the earlier of the expiration of the
patent or
the invalidation or cancellation by final order of all claims in
the
patent. The remaining aspects of the licenses granted in this
Agreement with respect to all other Licensed Technology and Licensed
Patent Rights shall remain in effect perpetually until or unless
this
Agreement is terminated pursuant to its
terms.
|
|
The
license granted in Section 2.1 above does not require the physical
delivery of any materials, information, data, Know-How or technology
to
Licensee. Licensee has the right to retain and use in
connection with the exercise of the rights granted herein a copy
of the
embodiments of the Licensed Technology and the Licensed Patent Rights
that
are in its possession or under its control at
Closing.
|
3
|
THE
LICENSES GRANTED IN SECTION 2.1 ARE GRANTED ON AN AS IS BASIS, AND
PURCHASER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY IN THIS
AGREEMENT WITH RESPECT THERETO AND MAKES NO REPRESENTATION WITH RESPECT
TO
THE VALIDITY OR ENFORCEABILITY OF THE LICENSED PATENT RIGHTS WHETHER
ANY
PATENT WILL ISSUE, OR WHETHER ANY OF THE LICENSED PROPERTY INFRINGES
THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY.
|
Covenant
not to Xxx. Purchaser hereby covenants to Licensee that it will
not, directly or through others, assert against Licensee or Licensee Affiliates
and their respective successors and assigns permitted by this Agreement
(collectively the “Licensee Parties”), any Intellectual Property Rights
of Purchaser or Purchaser Affiliates licensed under this Agreement (including
rights to inventions conceived or first reduced to practice as of the Closing,
whether or not applications have been filed with respect thereto) which are
necessary for any of the Licensee Parties to reduce to practice, use, modify,
license, make or have made, export, sell, offer for sale, market, distribute
or
create derivative works of the Licensed Technology or products and services
that
practice, employ or include any of the Licensed Technology, solely in connection
with the Retained Businesses and the terms of this Agreement.
Reservation
of Rights. No rights or licenses are granted or deemed granted
hereunder other than those rights or licenses expressly granted by this
Agreement.
Improvements. Each
Party shall own, in accordance with applicable intellectual property law, all
Intellectual Property Rights and Improvements it develops from and after the
Closing with respect to the Licensed Technology or the Licensed Patent Rights
and shall have no obligation to license or make them available to the other
party. In the event Licensee develops improvements to the inventions
disclosed in issued patents that are part of the Licensed Patent Rights, and
obtains a patent therefor, it shall grant to Purchaser a non-exclusive,
fully-paid up royalty-free license to use such patent improvements in the
conduct of the Business on an AS IS basis.
Software
Corrections and Enhancements. Purchaser shall provide to Licensee, for use
only within the scope of the license granted in this Section 2, any fixes,
updates and minor upgrades to the licensed software (and related documentation)
that is included in the Licensed Technology that Purchaser or a Purchaser
Affiliate develops or has developed on its behalf and makes available to others
within two years from the Closing. Purchaser shall offer to Licensee a license
for enhancements and new releases of the software licensed as part of the
Licensed Technology that is created after the Closing, under substantially
the
same terms and conditions as offered by Purchaser to other
customers.
OTHER
ACTIONS.
Further
Assurances. Each Party covenants that at the request and cost of
the other Party it will at all times hereafter do all such acts and execute
all
such documents as may be reasonably necessary or desirable to secure the vesting
in the other Party of the rights granted under this Agreement.
Recordation. The
Parties agree that, to the extent required by law in a country or otherwise
desirable, they shall enter into formal licence agreements or registered user
agreements in such forms as may be reasonably required for the purposes of
recordation of this Agreement or the licenses granted herein in the patent
office, intellectual property ministry, customs authority or other agencies
in
such country, which licences and agreements shall be recorded by and at the
expense of the Party requesting the recordation.
4
FEES.
No
Fees. The licenses are fully paid and royalty free.
Taxes. To
the extent that the licenses granted herein to Licensee directly give rise
to
any United States sales, transfer or use taxes, Licensee agrees to pay such
taxes, and Purchaser shall send a timely invoice to Licensee for any such
taxes.
INTELLECTUAL
PROPERTY.
Ownership. Licensee
agrees that from and after the Closing, as between Licensee and Purchaser,
Purchaser owns the Licensed Technology and Licensed Patent Rights and may
exploit them in any manner it deems appropriate subject only to any express
restrictions set forth in the Purchase Agreement and the licenses granted
hereunder, and that Licensee and Licensee Affiliates have no right or title
thereto other than for the rights granted pursuant to this
Agreement.
Protection. Each
Party shall have the sole and exclusive right to determine, in its discretion,
if and how to protect the Intellectual Property Rights in technology and
Intellectual Property Rights it owns.
Right
to Bring Claims.
|
Except
as noted below, Purchaser shall solely determine whether to bring
claims,
actions, demands and suits against third parties with respect to
any
infringement or violation, actual or apparent, by the third party
of any
aspect of the Licensed Technology or Licensed Patent
Rights.
|
|
In
the event Licensee identifies a suspected infringement or misappropriation
of the Licensed Technology or Licensed Patent Rights within the Drug
Repositioning Business (which is the subject of the Exclusive License),
Licensee will notify Purchaser in the event Licensee wishes to bring
a
claim against the third party. Licensee and Purchaser will
reasonably consult with respect to the alleged infringement or
misappropriation and Purchaser shall have the first right to bring
the
claim, and shall consult with Licensee with respect thereto on an
on-going
basis with the goal that any settlement or resolution shall seek
to
prevent the encroachment on Licensee’s Exclusive License. In the event
Purchaser determines not to bring the claim, Purchaser hereby grants
to
Licensee a non-exclusive right to bring such claims within the field
of
the Exclusive License only, at the expense of Licensee and in continued
consultation with Purchaser. Purchaser will act promptly in notifying
Licensee whether or not it wishes to bring the claim, and if it is
an
indispensable party, it shall agree to become a party in the claim
at
Licensee’s expense and with Licensee’s
counsel.
|
|
In
addition, Licensee shall have the right to take all necessary actions
to
defend itself and its Affiliates and counterclaim in the event it
is the
subject of any claims by a third party that any rights licensed hereunder
infringe or misappropriate the Intellectual Property Rights of a
third
party.
|
5
Information
and Assistance. The parties shall make reasonable efforts to
assist each other in the event of a third party claim or demand alleging that
rights licensed to Licensee by the Purchaser under this Agreement
infringe the Intellectual Property Rights of a third party.
Maintenance. Purchaser
shall have the sole right, but not the obligation, at its expense to file,
prosecute, receive grants under and maintain the Licensed Patent
Rights.
Markings. Licensee,
for itself and Licensee Affiliates, agrees to make a reasonable effort to
observe the requirements of Purchaser of which it is notified in writing during
the term of this Agreement with respect to any marking required on products
under the Licensed Patent Rights. A non-compliance with this Section
shall not give rise to termination for breach of this Agreement.
Use
of
Name or Trademarks. Without the prior express written consent of
the other Party, no right, express or implied, is granted by this Agreement
to
one Party to use in any manner the name or any other trade name, trademark,
brand name, or service xxxx of the other Party in connection with its
performance of its rights and obligations under this Agreement, except (i)
as
authorized by the Transition Services Agreement, and (ii) in connection with
required markings, uses necessary in order to make legal disclosures, and for
objective and brief references to the relationship of the Parties as set forth
in this Agreement and the Purchase Agreement.
TERM
AND TERMINATION.
Term. Unless
terminated earlier in accordance with the following provisions of this Section
and subject to Section 2.1.5, this Agreement shall commence on the Effective
Date and shall continue in effect indefinitely.
Termination. Licensee
may, in its discretion, terminate this Agreement or its license to use any
individual item of Licensed Technology or Licensed Patent Rights. In
the event Licensee materially breaches (and fails to cure or to achieve
substantial cure within 90 days of receipt of written notice from Purchaser)
the
terms of the license granted to it by Purchaser under this Agreement, Purchaser
may terminate the license to the item of Licensed Technology or Intellectual
Property Right that gave rise or caused the breach and the remaining licenses
to
the Licensed Technology and Licensed Patent Rights and other provisions of
this
Agreement shall remain in effect. Notwithstanding any termination of
this Agreement, Section 2.2 shall remain in effect and survive termination
with
respect to any and all activities of the Licensee Parties through the
termination date.
Effect
of Termination. Termination shall be without prejudice to the rights,
remedies, obligations, and liabilities which may have accrued on or at any
time
up to the date of termination, including any rights granted or agreed to be
granted by Licensee or a Licensee Affiliate to third parties as permitted in
this Agreement (all which rights shall survive termination
hereof). Upon termination of any license to an item of Licensed
Technology or Licensed Patent Rights, Licensee shall cease all further exercise
of the licensed rights with respect to such terminated licensed
item. Termination of this Agreement or of any right or license
granted hereunder shall not give rise to a right by the terminating Party to
seek rescission of or to void or unwind under any theory the transactions
contemplated under the Purchase Agreement.
INDEMNIFICATION.
Licensee
hereby agrees to defend and indemnify Purchaser from and against all
liabilities, costs, reasonable attorneys’ fees, judgments and damages incurred
by it or its Affiliates as a result of any claims by third parties in tort,
contract or otherwise to the extent arising out of the use of or the
exploitation by Licensee or a Licensee Affiliate of the rights licensed to
it
under this Agreement from and after the Closing. Notwithstanding the
above, under no circumstance shall Licensee be obligated to indemnify Purchaser
with respect to any claim that the Licensed Technology or any Licensed Patent
Right infringes, violates or misappropriates the Intellectual Property Rights
of
any third party, or that arises from use of the assets acquired pursuant to
the
Purchase Agreement from and after the Closing.
6
In
seeking
indemnification Purchaser shall (a) promptly notify Licensee upon learning
of
any claim subject to indemnification hereunder, (b) give Licensee the
sole right to control and direct the preparation of a defense, (c) give Licensee
the sole right to control the settlement of any such claim, provided such
settlement does not entail any injunctive or other equitable relief against
Purchaser that Purchaser has not reasonably consented to and does not bind
Purchaser to future obligations with respect to the Licensed Technology or
the
Licensed Patent Rights under which Purchaser would be required to operate that
Purchaser has not reasonably consented to, provided that, if
Purchaser refuses to provide its reasonable written consent to such a settlement
offer, the liability of the Licensee hereunder with regard to such claim shall
not exceed the amount offered in such settlement and the Purchaser shall
thereafter be responsible for any liability in excess of the liability that
would have arisen under such settlement, and further provided that Purchaser
may
appear with its own counsel at its expense, and (d) give reasonable cooperation
to Licensee with respect to the claim.
Representations. Each
Party represents and warrants that it has the corporate right, power, and
authority to enter into this Agreement.
Limitations
of Damages and Liability. THE TOTAL LIABILITY OF EITHER PARTY (OR ANY
PERMITTED ASSIGNEE OR TRANSFEREE OF ANY LICENSE GRANTED HEREUNDER) FOR MATTERS
ARISING UNDER THIS AGREEMENT (OTHER THAN FOR PAYMENTS REQUIRED TO BE MADE TO
A
THIRD PARTY PURSUANT TO INDEMNIFICATION OBLIGATIONS CONTAINED HEREIN) OR ANY
OTHER MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF
ACTION) SHALL NOT EXCEED US$250,000. IN NO EVENT SHALL EITHER PARTY
OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR REPUTATIONAL INJURY, LOSS OF OPPORTUNITY
OR
LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET
FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. FOR THE
AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH ABOVE IN THIS SECTION DO NOT
APPLY
TO MATTERS ARISING UNDER OR PURSUANT TO THE PURCHASE AGREEMENT.
FORCE
MAJEURE. If either Party to this Agreement (or any permitted
assignee or transferee) is prevented or delayed in the performance of any of
its
obligations under this Agreement due to any cause or condition beyond
its reasonable control, whether foreseeable or not, (“Force Majeure”),
and if such party gives written notice thereof to the other party specifying
the
matters constituting Force Majeure, together with such evidence as it reasonably
can give and specifying the period for which it is estimated that such
prevention or delay will continue then the Party in question shall be excused
from the performance or the punctual performance as the case may be from the
date of such notice for so long as such cause of prevention or delay shall
continue, provided that it shall make a reasonable effort to mitigate the impact
of the Force Majeure event on this Agreement.
7
GENERAL.
Relationship
of Parties. The Parties hereto expressly understand and agree
that the Parties are not joint venturers, partners or agents of each
other. Neither Party has the authority to bind, enter into contracts
or make representations on behalf of the other Party. Each Party is
responsible for all of its the employees and third parties it may use to perform
on its behalf.
Assignment. This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective legal successors and assigns. Either Party may
assign this Agreement and its rights and obligations hereunder to a successor
(whether by way of sale of stock or ownership interests, merger, consolidation,
reorganization, by operation of law or otherwise), to a purchaser of all or
substantially all of a business or assets to which this Agreement relates,
or to an Affiliate. Notwithstanding the above, the assignment by
Licensee of the Non-Exclusive License granted in this Agreement shall require
the reasonable consent of Purchaser, which shall be deemed granted if not
declined within 30 days of the written request for consent from
Licensee. Assignment in cases not listed above shall require the
consent of the other Party not to be unreasonably withheld or delayed or
conditioned. Each party shall bind an assignee or transferee hereunder to a
writing agreeing to assume the terms of this Agreement from and after the
assignment or transfer. Purchaser shall make any assignment or transfer of
its
rights to any Licensed Technology or Licensed Patent Rights expressly subject
to
this Agreement, and shall bind the assignee or transferee thereto in
writing. Upon an assignment or transfer as set forth herein, the
assignor or transferor shall remain liable for any breach of this Agreement
occurring prior to the effective date of the assignment or transfer, and the
assignee or transferee shall be solely liable for any breaches occurring from
and after the effective date of the assignment or transfer.
Headings. The
headings in this Agreement are for convenience only and are not intended to
have
any legal effect.
Notices. All
notices, statements, and reports required or permitted by this Agreement shall
be in writing and deemed to have been effectively given and
received: (i) five business days after the date of mailing if sent by
registered or certified U.S. mail, postage prepaid, with return receipt
requested; (ii) when transmitted if sent by facsimile, provided a confirmation
of transmission is produced by the sending machine and a copy of such facsimile
is promptly sent by another means specified in this section; or (iii) when
delivered if delivered personally or sent by express courier service to the
address set forth above or to such other address as indicated by either Party
pursuant to this Section.
Governing
Law. This agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of Maryland, without regard
to its conflicts of laws provisions. The parties agree that this
Agreement and the transactions contemplated herein are not and will never be
subject to (a) the Uniform Computer Information Transactions Act as currently
enacted in any jurisdiction or as may be modified or amended from time to time
by any jurisdiction, nor (b) the United Nations Convention on Contracts for
the
International Sale of Goods.
Severability. If
any provision of this Agreement is held to be illegal, void or unenforceable
under applicable law, this Agreement shall continue in force except that such
provision shall be deemed to be excised therefrom with effect from the date
of
such decision and only to the extent only of the invalidity or
unenforceability.
8
Waiver. No
waiver of this Agreement shall be binding on a Party unless executed in writing
by both Parties. No waiver of any part of this Agreement shall
constitute a waiver of any other part, nor shall any waiver constitute a
continuing waiver, unless otherwise expressly acknowledged in
writing. Moreover, a failure or delay by either Party hereto to
exercise or enforce any rights conferred upon it by this Agreement shall not
be
deemed to be a waiver of any such rights or operate so as to bar the exercise
or
enforcement thereof at any subsequent time or times.
Counterparts. This
Agreement may be signed in one or more counterparts, including facsimile
counterparts, all of which, when taken together, shall constitute one original
agreement.
Entire
Agreement. This Agreement and its Schedules set forth the entire
Agreement and undertaking between the Parties as to the subject matter hereof
and supersedes all prior discussions and negotiations relating to the subject
matter hereof. No variation or amendment of this Agreement shall bind
either Party unless made in writing and agreed to in writing by duly authorized
officers of both Parties. Nothing in this Agreement is intended to
amend or supersede any term of the Purchase Agreement and the related
transaction documents.
[Remainder
of page blank. Signatures appear on following page.]
9
IN
WITNESS
WHEREOF this Agreement has been executed the day and year first above written,
through their duly authorized representatives.
LICENSEE
(Gene Logic Inc.):
By: /s/
Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx
X. Xxxxxxx, III
Title: Chief
Executive Officer and President
|
PURCHASER
(Ocimum Biosolutions, Inc.):
By: /s/
X.X. Xxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: President
and Chief Financal Officer
|
10