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EXHIBIT 10.19
OSI ROYALTY FREE LICENSE
This AGREEMENT is entered into as of April 1, 1986 by and between PFIZER
INC. ("PFIZER"), a Delaware corporation having an office at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and ONCOGENE SCIENCE, INC. ("OSI"), a
Delaware corporation having an office at 000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxx Xxxx, 00000.
The parties agree as follows:
1. DEFINITIONS
The capitalized terms used herein have the meanings specified in
Exhibits I, II, III and IV of the Collaborative Research Agreement dated as of
April 1, 1986 between PFIZER and OSI.
2. GRANT
2.1. PFIZER grants to OSI an exclusive, irrevocable, worldwide,
royalty-free, perpetual right and license, including the right to grant
sublicenses, under Joint Patent Rights and Joint Technology to make, have made,
use and sell products in the following fields of use:
(a) in vitro and in vivo diagnostics, including in vivo imaging;
and
(b) Monoclonal Antibody Technology; and
(c) products sold exclusively for research use.
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2.2. PFIZER grants to OSI a nonexclusive, irrevocable, worldwide,
royalty-free, perpetual right and license, including the right to grant
sublicenses, under Joint Patent Rights and Joint Technology to make, have made,
use and sell products in all fields of use other than those listed in Section
2.1.
3. INFRINGEMENT
3.1. OSI shall have the right, at its expense, to institute
actions under Joint Patent Rights and Joint Technology for infringement or
misappropriation in the fields of use in which PFIZER has granted rights to
OSI.
4. MISCELLANEOUS
4.1. This Agreement is made and delivered in New York and shall be
governed by, and construed in accordance with, the laws of the State of New
York applicable to agreements made and to be performed entirely within the
State of New York.
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4.2. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successors
and assigns.
ONCOGENE SCIENCE, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: Scientific Director
PFIZER INC.
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
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