REDACTED COPY OF PHYTOMEDICAL - DARTMOUTH EXCLUSIVE LICENSE AGREEMENT This Agreement, effective this day of 2008, between
Exhibit
10.1
CONFIDENTIAL
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST,
PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN
MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS
[****].
REDACTED
COPY OF
This
Agreement, effective this day
of 2008,
between
TRUSTEES
OF DARTMOUTH COLLEGE, a non-profit educational and research institution existing
under the laws of the State of New Hampshire, and being located at Xxxxxxx, Xxx
Xxxxxxxxx 00000, hereinafter called Dartmouth,
And
PHYTOMEDICAL
TECHNOLOGIES, INC., a corporation of the State of Nevada, with a principal place
of business at address,100 Xxxxxxxx Xxxxx, 0xx Xxxxx,
Xxxxxxxxx, XX 00000 hereinafter called PhytoMedical.
WHEREAS,
Dartmouth, under the direction of principal investigator Xxxxxx Xxxxxxx, Ph.D.
has developed [****]; and
WHEREAS,
Dartmouth represents that it has the right to grant licenses granted in this
agreement; and
WHEREAS,
PhytoMedical wishes to obtain a license under the terms and conditions
hereinafter set forth, and to use its expertise and resources to manufacture and
market the technology;
NOW
THEREFORE, in consideration of the premises and the faithful performance of the
covenants herein contained, IT IS AGREED:
ARTICLE
I. Definitions
Section
1.01 Dartmouth
Know-How. "Dartmouth Know-How" shall mean the ideas, methods,
characterization and techniques developed by Xxxxxx Xxxxxxx, Ph.D. at Dartmouth
before the Effective Date, which are necessary for practicing Dartmouth Patent
Rights.
Section
1.02 Dartmouth Patent
Rights. "Dartmouth Patent Rights" shall mean [****] and any United States
or foreign patents issuing therefrom, and any continuations,
continuations-in-part, divisions, reissues, reexaminations or extensions
thereof. Dartmouth shall be the assignee and owner of all such Patents and
Patent Applications.
1
Section
1.03 Licensed
Products. "Licensed Products" shall mean any products or
processes covered by or made, in whole or in part, by the use of Dartmouth
Patent Rights or by the use of Dartmouth Know-How
Section
1.04 Field. The
"Field" of this Agreement shall mean human therapeutics.
Section
1.05 Territory. The
“Territory” shall mean worldwide.
Section
1.06 Subsidiary. "Subsidiary"
shall mean a legal entity at least 50% of the voting stock of which is owned
directly or indirectly by PhytoMedical.
Section
1.07 Agreement. "Agreement"
shall mean this License Agreement.
Section
1.08 Net
Sales. "Net Sales" shall mean the gross billing price
PhytoMedical, its subsidiaries and sublicensees charge to their customers for
Licensed Products, less sales, use, occupation and excise taxes, and
transportation, discounts, returns and allowances in lieu of
returns.
Section
1.09 Effective
Date. "Effective Date" shall mean the date first written above
and shall be the Effective Date of this Agreement.
Section
1.10 License
Year. The "First License Year" shall mean the period
commencing on the Effective Date and ending December 31, 2008. The
second and all subsequent "License Years" shall commence on January 1 and end on
December 31 of each year.
Section
1.11 Calendar
Quarter. "Calendar Quarter" shall mean the periods ending on
March 31, June 30, September 30 and December 31 of each year.
ARTICLE
II. Grant
Section
2.01 License
Grant. Dartmouth hereby grants to PhytoMedical and its
Subsidiaries an exclusive, worldwide,
royalty-bearing license under Dartmouth Know-How and Dartmouth Patent Rights to
make, have made, use, and/or sell Licensed Products in the Field in the
Territory. Notwithstanding the foregoing, Dartmouth expressly
reserves a non-transferable royalty-free right to use the Dartmouth Patent
Rights and Dartmouth Know-How in the Field itself, including use by its faculty,
staff and researchers, for educational and research purposes
only. PhytoMedical agrees during the period of exclusivity of this
license that best efforts will be made to assure manufacturing will remain in
the United States for any Licensed Products produced for sale in the United
States.
Section
2.02 Sublicenses. PhytoMedical
shall have the right to grant sublicenses to third parties under Dartmouth
Know-How and Patent Rights to make, have made, use and sell the Licensed
Products with the consent of Dartmouth , which consent shall not be unreasonably
withheld, except that such sublicenses shall be in writing and expressly subject
to the terms of this Agreement. PhytoMedical agrees to be
responsible for the performance hereunder by its
sublicensees. Dartmouth shall have the right to review such
sublicenses to assure conformity with this Section. Upon termination
of this Agreement, any such sublicenses will revert directly to
Dartmouth.
2
Section
2.03 Patents. PhytoMedical
shall reimburse Dartmouth for all expenses Dartmouth has incurred for the
preparation, filing, prosecution and maintenance of Dartmouth Patent Rights as
of the Effective Date. Dartmouth shall control all future
preparation, filing, prosecution and maintenance of Dartmouth Patent
Rights. PhytoMedical shall reimburse Dartmouth for all future
expenses in connection with this. Late payments shall be subject to an interest
charge of one and one half percent (1.5%) per month. If PhytoMedical chooses to
discontinue prosecution or maintenance of any United States Patent or Patent
Application, which is a subject of Dartmouth Patent Rights, it will so inform
Dartmouth within a reasonable time before implementation of such
decision. Dartmouth then shall have the right to prosecute or
maintain such Patent or Patent Application on its own and at its own expense, in
which case the license to PhytoMedical under such Patent or Patent Application
will terminate. Dartmouth shall provide PhytoMedical with notice of
the National Phase deadline no fewer than six (6) months before the
deadline. PhytoMedical shall notify Dartmouth by at least
three (3) months before a National Phase deadline whether it will support the
filing of patent applications in particular foreign territories. If PHYTOMEDICAL
decides not to support the filing or maintaining foreign applications, Dartmouth
reserves the right to file or maintain such applications on its own, in which
case the license to PHYTOMEDICAL in the particular territory will
terminate.
ARTICLE
III.
Disclosure of Invention,
Confidentiality and Representations
Section
3.01 Confidential Agreement. This Agreement and the
contents hereof constitute a confidential business relationship between the
parties. Each party acknowledges that significant damage could be
done to the other one should the terms of this Agreement become public
knowledge. Both parties agree that they will not reveal the terms of
this Agreement to any third party (excluding agents, attorneys, representatives
and others with whom they have a legal obligation to disclose, including, but
not limited to, government agencies and regulatory authorities) except within
the restrictive confines of a Confidentiality Agreement, and that they will
exercise reasonable precautions to insure that neither they nor their employees
or agents shall allow the terms of the Agreement to become public
knowledge.
Section
3.02 Disclosure of
Invention. Dartmouth agrees promptly after the Effective
Date of this Agreement to deliver and to disclose to duly authorized
representatives of PhytoMedical, all proprietary technical data, methods,
processes, including the technology, and other information and specifications
relating to Dartmouth Know-How.
Section
3.03 Mutual
Confidentiality. PhytoMedical and Dartmouth realize that some
information received by one party from the other pursuant to this Agreement
shall be confidential. It is therefore agreed that any information
received by one party from the other, and clearly designated in writing as "CONFIDENTIAL" at the time of
transfer, shall not be disclosed by either party to any third party and shall
not be used by either party for purposes other than those contemplated by this
Agreement for a period of three (3) years from the termination of the Agreement,
unless or until --
(a) said
information shall become known to third parties not under any obligation of
confidentiality to the disclosing party, or shall become publicly known through
no fault of the receiving party, or
(b) said
information was already in the receiving party's possession prior to the
disclosure of said information to the receiving party, except in cases when the
information has been covered by a preexisting Confidentiality Agreement,
or
3
(c) said
information shall be subsequently disclosed to the receiving party by a third
party not under any obligation of confidentiality to the disclosing party,
or
(d) said
information is approved for disclosure by prior written consent of the
disclosing party, or
(e) said
information is required to be disclosed by court order or governmental law
or regulation, provided that the receiving party gives the disclosing party
prompt notice of any such requirement and cooperates with the disclosing party
in attempting to limit such disclosure, or
(f) said
information is proven independently developed by the receiving party without
recourse or access to the information.
Section
3.04 Corporate
Action. Dartmouth and PhytoMedical each represent and warrant
to the other party that they have full power and authority to enter into this
Agreement and carry out the transactions contemplated hereby, and that all
necessary corporate action had been duly taken in this regard.
ARTICLE
IV. Due
Diligence
Section
4.01 Milestones.
PhytoMedical has represented to Dartmouth, to induce Dartmouth to issue
this license, that it will commit itself to a diligent program of exploiting the
Licensed Products so that public utilization will result
therefrom. As evidence thereof, PhytoMedical shall adhere to the
following milestones:
[****]
Section
4.02 Minimum
Royalty. Dartmouth shall have the right, upon thirty (30) days
written notice, to terminate the license, if company fails to pay Darmouth a
minimum royalty of at least:
[****]
PhytoMedical
shall have the right to maintain the license by paying Dartmouth within such
thirty (30) day period a cash payment equivalent to the Minimum
Royalty.
Section
4.03 Minimum
Royalty. If PhytoMedical has failed to meet the minimum Net
Sales amounts set forth in Section 4.02 of the Agreement in any one year and
Dartmouth has provided thirty (30) days notice to PhytoMedical that it intends
to terminate the license granted hereunder, PhytoMedical shall have the right to
maintain the license by paying Dartmouth within such thirty (30) day period the
royalty it would otherwise be obligated to pay under this Agreement if it had
met the Minimum Net Sales amount.
4
ARTICLE
V. Payments, Records and
Reports
Section
5.01 Payments. For
the rights and privileges granted under this license, PhytoMedical shall pay to
Dartmouth
[****]
Section
5.02 Reports. PhytoMedical
shall render to Dartmouth:
(a)
within thirty (30) days after the end of each Calendar Quarter a written account
of all quantities of Licensed Products subject to royalty hereunder sold by
PhytoMedical, any Subsidiary, and any sublicensee during such Calendar Quarter,
the calculation of royalty thereon, and sufficient data for Dartmouth to verify
the calculation, including gross sales and all related Licensed Product
allowable deductions in accordance with PhytoMedical’s
GAAP-compliant accounting procedures to derive Net Sales
figures, and shall simultaneously pay in United States dollars to Dartmouth the
royalty due with respect to such sales. Conversion of foreign
currency to U.S. dollars shall be made at the conversion rate existing in the
United States on the date of royalty payments by PhytoMedical. Such
report shall be certified as correct by an officer of
PhytoMedical. If no Licensed Products subject to royalty hereunder
have been sold by PhytoMedical, its Subsidiaries and its sublicensees during any
such quarter year, PhytoMedical shall so report in writing to Dartmouth within
thirty (30) days after the end of said quarter year. If royalties for
any License Year do not equal or exceed the minimum royalties established in
Section 4.03, PhytoMedical shall include the balance of the minimum royalty with
the payment for the Calendar Quarter ending December 31. Late
payments shall be subject to an interest charge of one and one half percent
(1.5%) per month.
(b)
within sixty (60) days after the close of each License Year written annual
reports which shall include but not limited to: reports of progress on research
and development, regulatory approvals, manufacturing, sublicensing, marketing
and sales during preceding twelve (12) months as well as plans for coming
year. PhytoMedical shall also provide any reasonable additional data
Dartmouth requires to evaluate PhytoMedical's performance.
(c)
within thirty (30) days of occurrence report of the date of first sale of
Licensed Products in each country.
Section
5.03 Books
of Accounts. PhytoMedical, its Subsidiaries and Sublicensees
shall keep full, true and accurate books of accounts and other records
containing all particulars which may be necessary for the purpose of
ascertaining and verifying the royalties payable to Dartmouth by PhytoMedical
hereunder. Upon Dartmouth's request, PhytoMedical, its Subsidiaries
and Sublicensees shall permit an independent Certified Accountant selected by
Dartmouth (except one to whom PhytoMedical has some reasonable objection), to
periodically have access during ordinary business hours to such records of
PhytoMedical, its Subsidiaries and Sublicensees as may be necessary to
determine, for any quarter ending not more than three (3) years prior to the
date of such request, the correctness of any report and/or payment made under
this Agreement. In the event that any such inspection shows an
underreporting and underpayment in excess of five percent (5%) for any twelve
(12) month period, then PhytoMedical shall pay the cost of such
examination.
5
ARTICLE
VI. Technical Assistance and
Commercial Development
Section
6.01 Technical
Assistance. Throughout the term of the Agreement, Dartmouth
agrees to permit PhytoMedical and its designees to consult with its employees
and agents regarding developments and enhancements made subsequent to the
Effective Date relating to the Licensed Products, at such times and places as
may be mutually agreed upon; provided that PhytoMedical agrees to make suitable
arrangements with, and to compensate the Dartmouth employees and agents for such
consultation.
Section
6.02 Commercial
Development. During the term of this Agreement, PhytoMedical
agrees to use commercially reasonable efforts to effectively manufacture and
market Licensed Products. Such efforts will include sublicensing,
development of promotional literature, mailings, and journal
advertisements.
Section
6.03 Name. PhytoMedical
shall not use and shall not permit to be used by any other person or entity the
name of Dartmouth nor any adaptation thereof, or the name of Dartmouth's
employees, in any advertising, promotional or sales literature, or for any other
purpose without prior written permission of Dartmouth, except that PhytoMedical
may state that it is licensed by Dartmouth under Dartmouth Know-How and Patent
Rights. Dartmouth acknowledges that PhytoMedical is a corporation
having a reporting obligation under the Securities Exchange Act of 1934, as
amended, which has or may have certain disclosure and filing obligations under
applicable law, including but not limited to the public announcement and
disclosure of this Agreement and the filing of the same with the United States
Securities and Exchange Commission; it is acknowledged and agreed that such
disclosure and filing shall not be deemed a violation of this
Agreement.
ARTICLE
VII. Indemnity, Insurance,
Disclaimers
Section
7.01 Indemnity. PhytoMedical
shall defend and indemnify and hold Dartmouth and its trustees, officers, agents
and employees (the "Indemnitees") harmless from any judgements and other
liabilities based upon claims or causes of action against Dartmouth or its
employees which arise out of alleged negligence in the development, manufacture
or sale of Licensed Products by PhytoMedical, its Subsidiaries, and
Sublicensees, or from the use by the end users of Licensed Products, except to
the extent that such judgements or liabilities arise in whole or in part from
the gross negligence or willful misconduct of Dartmouth or its employees,
provided that Dartmouth promptly notifies PhytoMedical of any such claim coming
to its attention and that it cooperates with PhytoMedical in the defense of such
claim. If any such claims or causes of action are made, Dartmouth
shall be defended by counsel to PhytoMedical, subject to Dartmouth's approval,
which shall not be unreasonably withheld. Dartmouth reserves the
right to be represented by its own counsel at its own expense.
Section
7.02 Insurance. At
such time as any product, process, service relating to, or developed pursuant
to, this Agreement is being commercially distributed or sold (other than for the
purpose of obtaining regulatory approvals) by PhytoMedical or by a Sublicensee,
Subsidiary or agent of PhytoMedical, PhytoMedical, Sublicensee, Subsidiary or
agent of PhytoMedical shall at its sole cost and expense, procure and maintain
comprehensive general liability insurance in amounts not less than $2,000,000
per incident and naming the Indemnitees as additional
insureds. Such comprehensive general liability insurance shall
provide (i) product liability coverage and (ii) broad form contractual liability
coverage for PhytoMedical's indemnification under this Agreement. If
PhytoMedical elects to self-insure all or part of the limits described above
(including deductibles or retentions which are in excess of $250,000 annual
aggregate) such self-insurance program must be acceptable to Dartmouth and
Dartmouth Risk Manager. Such insurance will be considered primary as to any
other valid and collectible insurance, but only as to acts of the named insured.
The minimum amounts of insurance coverage required shall not be construed to
create a limit of PhytoMedical's liability with respect to its indemnification
under this Agreement.
6
PhytoMedical
shall provide Dartmouth with written evidence of such insurance upon request of
Dartmouth. PhytoMedical shall provide Dartmouth with written notice
at least fifteen (15) days prior to the cancellation, non-renewal or material
change in such insurance; if PhytoMedical does not obtain replacement insurance
providing comparable coverage within such fifteen (15) day period, Dartmouth
shall have the right to terminate this Agreement effective at the end of such
fifteen (15) day period without notice or any additional waiting
periods.
PhytoMedical, Sublicensee,
Subsidiary or agent of PhytoMedical shall maintain such comprehensive general
liability insurance beyond the expiration or termination of this Agreement
during (I) the period that any product, process, or service, relating to, or
developed pursuant to, this Agreement is being commercially distributed or sold
by PhytoMedical or by a sublicensee, Subsidiary or agent of PhytoMedical and
(ii) a reasonable period after the period referred to in (i) above which in no
event shall be less than fifteen (15) years.
Section
7.03 Disclaimer. Nothing
contained in this Agreement shall be construed as:
(a) a
warranty or representation by Dartmouth as to the validity or scope of any
Patent Rights;
(b) a
warranty or representation that any Licensed Products manufactured, used or
sold will be free from infringement of patents, copyrights, or third parties,
except that Dartmouth represents that it has no knowledge of any existing issued
patents or copyrights which might be infringed;
(c)
except as provided in Section 7.01, an agreement to defend against actions or
suits of any nature brought by any third parties.
DARTMOUTH
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF LICENSED PRODUCTS
ARTICLE
VIII. Infringement
Matters
Section
8.01 Infringement by Third
Parties. PhytoMedical shall give Dartmouth prompt notice of
any incident of infringement of Dartmouth Patent Rights coming to its
attention. The parties shall thereupon confer together as to what
steps are to be taken to stop or prevent such infringement. Dartmouth
agrees to use reasonable efforts to stop any such infringement, but shall not be
obliged to commence proceedings against the infringer. If Dartmouth
decides to commence proceedings however, Dartmouth shall be responsible for any
legal costs incurred and will be entitled to retain any damages
recovered. Should Dartmouth decide not to commence proceedings,
PhytoMedical shall be entitled to do so in its own name against the infringer,
in which event PhytoMedical shall be responsible for all legal costs incurred,
without recourse to Dartmouth. Financial recoveries from any such
litigation will first be applied to reimburse PhytoMedical for its litigation
expenditures with additional recoveries being paid to PhytoMedical, subject to
payments due Dartmouth per Sections 5.01(a) and (c). In any action to
enforce Dartmouth Patent Rights, either party, at the request and expense of the
other party shall cooperate to the fullest extent reasonably
possible. PhytoMedical may not settle any infringement action in any
way detrimental to Dartmouth Patent Rights without the expressed written consent
of Dartmouth.
7
ARTICLE
IX. Duration and
Termination
Section
9.01 Term. This
Agreement shall become effective upon the date first written above, and unless
sooner terminated in accordance with any of the provisions herein, shall remain
in full force during the life of the last to expire patents under Dartmouth
Patent Rights contemplated by this agreement in the last to expire
territory. If mutually desired, the parties may negotiate for an
extension of this License. Upon the termination of the Agreement
PhytoMedical shall have the right to sell the remainder of the Licensed Product
on hand, provided the sales will be subject to the royalty payments of this
Agreement.
Section
9.02 Termination -
Breach. In the event that either party defaults or breaches
any of the provisions of this Agreement, the other party shall have the right to
terminate this Agreement by giving written notice to the defaulting party,
provided, however, that if the said defaulting party cures said default within
thirty (30) days after said notice shall have been given, this Agreement shall
continue in full force and effect. The failure on the part of either
of the parties hereto to exercise or enforce any right conferred upon it
hereunder shall not be deemed to be a waiver of any such right nor operate to
bar the exercise or enforcement thereof at any time or times
thereafter.
Section
9.03 Insolvency. In the
event that PhytoMedical shall become insolvent, shall make an assignment for the
benefit of creditors, or shall have a petition in bankruptcy filed for or
against it, the Agreement shall terminate.
Section
9.04 Prior Obligations and
Survivability. Termination of this Agreement for any reason
shall not release either party from any obligation theretofore accrued. Sections
3.03, 5.01 – 5.03, 7.01 – 7.03, 10.01 – 10.09 shall survive the termination of
this Agreement.
ARTICLE
X. Miscellaneous
Section
10.01 Governing
Law. This Agreement shall be construed, governed, interpreted
and enforced according to the laws of the State of New Hampshire.
Section
10.02 Notices. Any
notice or communication required or permitted to be given by either party
hereunder, shall be deemed sufficiently given, if mailed by certified mail,
return receipt requested, and addressed to the party to whom notice is given as
follows:
8
If to
PhytoMedical, to:
Xxxx
Xxxxx, President, CEO
PhytoMedical
Technologies, Inc.
000
Xxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxxxxx,
XX 00000
If to
Dartmouth, to:
Xxxx
Xxx
Director
Technology
Transfer Office
Dartmouth
College
00 Xxxx
Xxxxx Xxxx
Xxxxxxx,
XX 00000
Section
10.03. Assignment. Neither
party shall assign or transfer this Agreement without the express prior written
consent of the other. For purposes of this Agreement, an assignment
or transfer of this Agreement by PHYTOMEDICAL shall be deemed to occur in
connection with (a) an express assignment or transfer, (b) a general assignment
for the benefit of creditors or in connection with any bankruptcy or other
debtor relief law, (c) any merger or consolidation to which PHYTOMEDICAL is a
party, regardless of whether PHYTOMEDICAL is the surviving corporation, or (d)
any other transaction pursuant to which a change would occur in the "ultimate
parent entity" of PHYTOMEDICAL, applying the rules in effect from time to time
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended.
Section
10.04 Entire
Agreement. This Agreement represents the entire Agreement
between the parties as of the effective date hereof, and may only be
subsequently altered or modified by an instrument in writing. This
agreement cancels and supersedes any and all prior oral or written agreements
between the parties which relate to the subject matter of this
Agreement.
Section
10.05 Mediation and
Arbitration. Both parties agree that they shall attempt to
resolve any dispute arising from this Agreement through
mediation. Both parties agree that at least one employee, capable of
negotiating an agreement on behalf of his employer, shall, within three weeks of
receipt of written notification of a dispute, meet with at least one employee of
the other party who is also capable of negotiating an agreement on behalf of his
employer. If no agreement can be reached, both parties agree to meet again
within a four week period after the initial meeting to negotiate in good faith
to resolve the dispute. If no agreement can be reached after this
second meeting, both parties agree to submit the dispute to binding arbitration
under the Rules of the American Arbitration Association before a single
arbitrator.
Section
10.06 Waiver. A
failure by one of the parties to this Agreement to assert its rights for or upon
any breach or default of this Agreement shall not be deemed a waiver of such
rights nor shall any such waiver be implied from acceptance of any
payment. No such failure or waiver in writing by any one of the
parties hereto with respect to any rights, shall extend to or affect any
subsequent breach or impair any right consequent thereon.
9
Section
10.07 Severability. The
parties agree that it is the intention of neither party to violate any public
policy, statutory or common laws, and governmental or supranational
regulations; that if any sentence, paragraph, clause or combination of the same
is in violation of any applicable law or regulation, or is unenforceable or void
for any reason whatsoever, such sentence, paragraph, clause or combinations of
the same shall be inoperative and the remainder of the Agreement shall remain
binding upon the parties.
Section
10.08 Marking. PhytoMedical
agrees to xxxx the Licensed Products with all applicable trademarks, and patent
numbers.
Section
10.09 Headings. The
headings of the paragraphs of this Agree-ment are inserted for convenience only
and shall not constitute a part hereof.
10
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate
originals, by their respective officers hereunto duly authorized, the day and
year herein written.
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