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EXHIBIT 10.20
[Confidential treatment has been requested for portions of this exhibit. The
confidential portions have been redacted and are denoted by [**]. The
confidential portions have been separately filed with the commission.]
LICENSE AGREEMENT
This Agreement (the "Agreement") effective as of November 18, 1994
between Xxxxx-Xxxxxxx Xxxxx X.X., a corporation organized and doing business
under the laws of the Republic of France, with offices at 00 Xxxxxx Xxxxxxx
Xxxx, 00000 Xxxxxx Xxxxx, Xxxxxx (hereinafter referred to as "Licensor"), and
Biovensa Inc., a corporation organized and doing business under the laws of the
State of Delaware, U.S.A., with offices at 14960 Omicron, Xxx Xxxxxxx, Xxxxx
00000-0000 (hereinafter referred to as "Licensee").
WITNESSETH
WHEREAS, Licensor is the owner of all rights to a novel
topoisomerase-I/II inhibitor known as Intoplicine (RP 60475);
WHEREAS, Licensee is desirous of developing, manufacturing, using and
selling Intoplicine utilizing Licensor's rights under the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the covenants, conditions, and
undertakings hereinafter set forth, the parties agree as follows:
1. Definitions
1.1 "Affiliate" of a party means any corporation or other business
entity that directly or indirectly controls, is controlled by, or is under
common control with such party. As used herein the term control means
possession of the power to direct, or cause the direction of, the management
and policies of a corporation or entity by reason of any ownership interest
therein.
1.2 "Compound" means
11-(3-dimethylaminopropylamino)-3-hydroxy-9-methyl-7 H-benzo [e] pyrido [4,3-b]
indole, dimethanesulfonate [known as RP 60475].
1.3 "Effective Date" shall mean the date first set forth above.
1.4 "FDA" means the United States Food and Drug Administration.
1.5 "IND" shall mean an Investigational New Drug Application to
the FDA.
1.6 "Know-How" means all proprietary information and technology,
including trade secret information, developments, discoveries, methods,
techniques, clinical and pre-clinical data, toxicology, pharmacology data, and
other information owned by, licensed by, or developed by Licensor, whether or
not patentable, relating to the Compound or the Product or any improvements
thereof, presently known to Licensor, or generated by or on behalf of Licensor,
including such rights which Licensor may have to information developed by third
empowered to grant a license for such rights.
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1.7 "Net Sales" means the gross amount invoiced by Licensee, its
Affiliates or its permitted sublicensees, to unaffiliated third parties for all
sales of product less (a) trade and/or quantity discounts actually allowed and
taken, (b) credits for claims, allowances, retroactive price reductions or
returned goods, (c) prepaid freight and insurance charges billed to customer,
(d) sales taxes, tariffs, duties or other governmental charges actually paid in
connection with the sale (but excluding what is commonly known as income
taxes), and (e) brokerage, commissions and other fees paid to others for or in
connection with sales of Product.
In the event of the sale of Product containing the Compound in
combination with other active ingredients, the New Sales for such Product shall
be determined by multiplying what would otherwise be the New Sales of such
Product by a fraction, the numerator of which shall be t he cost of the
Compound contained therein and the denominator of which shall be t he total
cost of all active ingredients contained therein, the cost of each to be
determined by using the standard cost formula of Licensee.
1.8 "Patent Rights" means any and all patents and patent
applications in the Territory owned by or licensed to Licensor or its
Affiliates or under which Licensor is empowered to grant licenses, the subject
matter of which is necessary of useful in the manufacture, use, lease and/or
sale of the Compound intermediates used in the production of the Compound or
Product including, but not limited to, the patents listed on Exhibit A attached
hereto and including any and all reissues, extensions, substitutions,
continuations or divisions thereof.
1.9 "Product" means one or more finished pharmaceutical
formulations containing the Compound in any dosage form for human use.
1.10 "Territory" means all the countries, territories and
jurisdictions of the world.
1.11 "North America" shall mean Canada, its territories and
possessions, the United States of America, its territories and possessions
(including the Commonwealth of Puerto Rico) and the United Mexican States.
1.12 "Valid Claim" means a claim which, but for the license granted
hereunder, would be infringed by Licensee's manufacture, use or sale of a
Product, and which is in an unexpired issued patent included within the Patent
Rights which has not been held invalid or unenforceable by a decision of a
court of competent jurisdiction, unappealable or unappealed within the time
allowed for appeal, and which has not been admitted to be invalid by the owner
through reissue or disclaimer.
2. Grant of Rights
2.1 License: Sublicense. Subject to Article 2.2 below, Licensor
grants to Licensee a sole and exclusive (even as to Licensor) non-transferable
license under the Know-How and the Patent Rights for the commercial
manufacture, use, and sale of the
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Compound and the Product in the Territory. Licensor further grants Licensee
the right to grant sublicenses under the Know-How and the Patent Rights to
third parties, subject to Licensor's written approval of each sublicensee,
which approval shall not be unreasonably withheld.
2.2 Selection of Japanese Partner. Licensor reserves the right to
determine the partner in Japan for any sublicense of rights to develop and
market the Product in Japan. Licensor will consult with Licensee with respect
to such choice of partner, and will assist Licensee in the preparation and
negotiation of a sublicense, provided, however, that the terms and conditions
of such sublicense must be acceptable to Licensor before it becomes effective.
3. Transfer of Product Rights
3.1 Transfer of IND. Immediately following the execution of this
Agreement, Licensor shall transfer the IND for the Product to Licensee, and all
reports and data in connection therewith.
3.2 Transfer of Know-How. Licensor shall use its reasonable
efforts in implementing expeditiously the transfer of all other Know-How to
Licensee. Where Licensor has already conducted development of pre-registration
activities, Licensor shall cooperate with Licensee to obtain the benefit of
such prior work.
3.3 Licensor's Use. It is expressly agreed that, notwithstanding
any provisions herein, Licensor is free to use the Compound, Patent Rights,
Know-How and Products for its own research purposes, for example, as a research
tool or standard, without any compensation due to Licensee. Licensee shall
have the right to approve any publication relating to such by Licensor.
Licensor agrees to submit such publication to Licensee for its approval at
least sixty (60) days prior to submission to the publisher.
4. Due Diligence
4.1 Regulatory Matters. Licensee shall be responsible for and
shall bear all expenses for clinical trials of the Product and for all
regulatory submissions of the Product to the health authorities in the
Territory.
4.2 Due Diligence. Licensee shall use all reasonable bes efforts
and due diligence to conduct the clinical development of the Product and to
register, launch and commercialize the Product in all major countries of the
Territory. In this regard, Licensee agrees to create a development plan which
will be discussed and agreed upon by the parties and will be attached to and
will become a part of this Agreement.
Licensee's best efforts obligations as set forth in this Article 4
shall be deemed to have been fulfilled if Licensee: (a) creates a development
plan within twelve (12) months after the Effective Date; (b) files an NDA for
Registration of the Product in the U.S. within sixty (60) months after the
Effective Date; and, (c) commences marketing
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such Product in the U.S. within twelve (12) months following Registration. The
time periods specified in clauses (a), (b) and (c) above shall each be subject
to one twelve (12) month extension at Licensee's election.
In the event that Licensee fails to meet the deadlines set forth in
this Article 4, Subsection 4.2, Licensor may, upon at least sixty (60) days'
prior written notice, terminate this Agreement, unless, within such sixty (60)
day period, Licensee meets such deadline.
4.3 Reports. At least every six months, and upon written request
of Licensor, Licensee shall deliver a written report to Licensor summarizing
Licensee's development and registration activities with the Product in the
Territory.
5. Royalty
5.1 Royalty Amount. In consideration for the rights granted and
transferred by Licensor set forth in Articles 2 and 3 above, Licensee shall pay
to Licensor a royalty of [**] percent ([**]%) of the Net Sales of the
Product in the Territory, subject to Article 6 below.
5.2 Reports. Licensee shall send quarterly reports to Licensor
within sixty (60) days after the end of each calendar quarter following the
first commercial sale of the Product, stating in each such report the New
Sales of Product sold by Licensee and all of its sublicensees on a
country-by-country basis during such calendar quarter.
5.3 Payments. Concurrently with the making of each such report,
Licensee shall pay to the Licensor royalties in U.S. Dollars at the royalty
rate specified in Article 5.2 above. Where sales are made in a currency other
than U.S. Dollars, the exchange rate to be used shall be the exchange rate for
buying U.S. Dollars in force on the last business day of the reporting period,
as reported by The Wall Street journal, or on another basis mutually agreed
upon by both parties in writing. If governmental regulations prevent
remittances from a foreign country with respect to sales of Product made in
that country, the royalties may be deposited into an account of Licensor in
such country according to the written instructions of Licensor until such
remittances are again possible.
5.4 Taxes. Any tax with respect to such royalties required to be
withheld by Licensee under the laws of any country for the account of Licensor,
shall be promptly paid by Licensee for and on behalf of Licensor to the
appropriate governmental authority, and Licensee shall furnish Licensor with
proof of payment of such tax together with official or other appropriate
evidence issued by the governmental authority. Any such tax actually paid
shall be deducted from the royalty payment in question.
5.5 Accounting and Records. Licensee and its Affiliates and
permitted sublicensees will keep complete, true and accurate books of account
and records for the
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purpose of showing the derivation and calculation of all royalties payable to
Licensor under this Article. Such books and records will be kept at Licensee's
principal place of business for at least three (3) years following the end of
the calendar quarter to which they pertain, and will be made available at
reasonable times for inspection by a representative of Licensor for t he
purpose of verifying Licensee's royalty statements, or Licensee's compliance in
other respects with this Agreement upon reasonable request by Licensor;
provided however, that Licensee shall not be ob ligated to submit to more than
two such inspections by Licensor in any calendar year. The representative will
be obliged to treat as confidential all relevant matters.
5.6 Cost of Inspection. Such inspection shall be at the expense
of Licensor, unless an error of more than [**] percent [**] in the amount of
royalties owed for any given calendar quarter is discovered in the course of
any such inspection, whereupon all inspection costs shall be paid by Licensee.
6. Licensor's Option for North America
6.1 Option. Licensee hereby grants Licensor an option to obtain
an exclusive right to market the Product in North America. Within sixty (60)
days after completion of Phase II trials by Licensee in the United States,
Licensee shall notify Licensor of the results of such trials. Licensor shall
then have sixty (60) days after receipt of such notice to exercise this option
by written notification to Licensee. In the event that Licensor exercises such
option, this Agreement shall be terminated with respect to North America, and
the parties shall in good faith negotiate and enter into a separate agreement
which shall include the following terms:
(a) Licensor shall have exclusive marketing rights for the Product
for North America;
(b) Net profits resulting from such marketing shall be split
between the parties [**] percent ([**]%) to Licensor and
[**] percent ([**]%) to Licensee;
(c) Losses shall be borne by Licensor and carried forward to be
offset against future profits prior to any
allocation of profits between the parties;
(d) Neither party shall receive any reimbursement or credit in the
profit-sharing calculation for any of its respective research and
development or registration expenses relating to North America prior
to exercise of the option;
(e) Licensee shall manufacture, or have manufactured, and supply
to Licensor its requirements, and Licensor shall purchase from
Licensee its requirements of Product for North America at a price
which shall be equal to Licensee's cost;
(f) No further royalties shall be due from either party for North
America;
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(g) The contract shall include clear elements of control by
Licensor to enable Licensor to recognize and consolidate all sales of
the Product in North America; and
(h) Licensor may assign its rights resulting from exercise of the
option to one or more Affiliates.
7. Term and Termination
7.1 The term of this Agreement shall commence as of the Effective
Date and shall continue in full force and effect on a country-by-country basis
for so long as Licensee conducts development, registration or commercial
activities with respect to the Product in any country of the Territory.
7.2 Termination for Cause. Either party may terminate this
Agreement for cause. Cause for such termination shall be deemed to exist when
there has been a material breach by either party or any of the terms of this
Agreement, and not in breach, the party in breach has failed to cure such
breach. Such termination rights shall be in addition to and not in substitutio
for any other remedies that maybe available to the party serving such notice
against the party in default. Termination pursuant to this Article shall not
relieve the party in default from liability and damages to the other party for
breach. Waiver by any party of a single default or a succession of defaults
shall not deprive such party of any right to terminate this Agreement arising
by reason of any subsequent default.
7.3 Termination upon Insolvency. Either party may, upon giving
notice of termination, immediately terminate this Agreement upon receipt of
notice that the other party has become insolvent or has suspended business or
has filed a voluntary petition or any answer admitting the jurisdiction of the
U.S. Bankruptcy Court or a foreign equivalent thereof, or has consented to an
involuntary petition pursuant to any reorganization or insolvency law of any
jurisdiction, or has made an assignment for the benefit of creditors or has
applied for or consented to the appointment of a receiver or trustee for a
substantial party of its property.
7.4 Effect of Termination
(a) Accrued Obligations. Termination of this Agreement for any
reason shall not release either party hereto from any liability which at the
time of such termination has already accrued to the other party or which is
attributable to a period prior to such termination, nor preclude either party
from pursuing all rights and remedies it may have hereunder or at law or in
equity with respect to any breach of the Agreement.
(b) Stock on Hand. In the event this agreement is terminated with
respect to Licensee for any reason, subject to Article 5, Licensee and its
respective Affiliates and Sublicensees shall have the right to sell or
otherwise dispose of the stock of Product subject to this Agreement then on
hand.
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(c) Survival. Articles 5, 8, 9 and 13 shall survive the
expiration and any termination of this Agreement for any reason.
(d) Reversion of License. Upon termination of this Agreement for
any reason, all rights in and to the Compound, the Product, the Know-How, and
the Patent Rights, shall revert to Licensor, and Licensee shall: (i) return to
Licensor all documents received from Licensor pursuant to this Agreement and
all documents related to development of Product in Licensee's possession, (ii)
transfer ownership of any registrations, pending or approved, related to the
Product to Licensor, and (iii) assign to Licensor all sublicenses granted
hereunder.
7.5 Termination by the Licensee. The Licensee shall have the
right on written notice to terminate this Agreement with respect to any one or
more of the countries within the Territory if in its judgment the Product does
not meet efficacy, safety or other requirements such as commercial viability,
as determined by Licensee. In the event of any such termination, all of the
rights conferred upon the Licensee by the Licensor according to this Agreement
for the countries for which such termination would apply shall revert to the
Licensor.
8. Indemnity
8.1 Indemnity. Licensee agrees to indemnify, hold harmless and
defend Licensor, its officers and employees against any and all claims, suits,
losses, damage, costs, fees, and expenses asserted by third parties, both
government and private, resulting from or arising out of the manufacture,
distribution, use, testing or sale or other disposition by Licensee of the
Compound and the Product.
8.2 Procedure. Licensor shall promptly notify Licensee in writing
of any claim of indemnification under this Article 8, and Licensee shall have
the right to participate in and to assume the defense thereof with counsel
mutually satisfactory to the parties. The indemnity shall not apply to amounts
pain in settlement of any claim or action unless Licensee has given its
consent, which consent shall not be withheld unreasonably. Licensor shall
cooperate fully with Licensee and its legal representatives in the
investigation of any action, claim or liability covered by this indemnity.
9. Insurance
9.1 Insurance. Licensee shall maintain in force for the term of
this Agreement and for a period of ten (10) years following its termination at
its sole cost and expense, with reputable insurance companies, general
liability insurance and product liability insurance coverage in an amount
reasonably sufficient to protect against liability under Article 8 above. The
Licensor shall have the right to ascertain from time to time that such coverage
exists, such right to be exercised in a reasonable manner.
10. Representations and Warranties
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10.1 Representations and Warranties of Licensor. Licensor
represents and warrants that:
(a) As of the Effective Date, it is the sole owner of t he Patent
Rights and has the right to grant the exclusive licenses described herein;
(b) Those patents contained in the Patent Rights with a designated
issue number on Exhibit A have issued, and are, to the best knowledge of
Licensor, valid and enforceable;
(c) It has all requisite authority to enter into this Agreement,
and it is not aware of any impediment that would inhibit the ability to fulfill
its obligations under this Agreement;
(d) There is no legal, administrative, arbitration or other action
or proceeding or governmental investigation pending or, to the knowledge of
Licensor, threatened against Licensor, or against any officer, director or
employee thereof, which, if adversely determined, might call into question the
validity of this Agreement or which might restrict transactions contemplated by
this Agreement;
(e) It has no knowledge of any fact which would reasonably tend to
show that any patent contained in the Patent Rights materially infringes the
valid property rights of any third person; and
(f) Licensor makes no warranties that any additional patent will
issue on applications within the Patent Rights. Licensor makes no other
warranties, express or implied as to any matter whatsoever, including, without
limitation, the condition of any invention or Product that is the subject of
this Agreement, or the merchantability or fitness for a particular purpose of
any such invention or Product. Licensor shall not be liable for any direct,
consequential damages suffered by Licensee to use the Compound and/or any
Product resulting from the use of the Compound or Product.
10.2 Representations and Warranties of Licensee. Licensee hereby
represents and warrants that:
(a) It has requisite authority to enter into this Agreement, and
it is not aware of any impediment that would inhibit the ability to fulfill its
obligation is under this Agreement; and
(b) There is no legal, administrative, arbitration or other action
or proceeding or governmental investigation pending or, to the knowledge of
Licensee, threatened against Licensee, or against any officer, director or
employee thereof, which, if adversely determined, might call into question the
validity of this Agreement or which might restrict transactions contemplated by
this Agreement.
11. Trademarks
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11.1 Ownership of Trademarks. Licensee shall, at its sole expense,
apply for and own the trademark or trademarks to be used in connection with the
Products in the Territory. Licensee shall be responsible to maintain and renew
such trademark registrations during the term of this Agreement and shall t ake
any such actions at its expense against any infringement or threatened
infringement of the trademarks. Upon the termination of this Agreement due to
discontinuation of development or marketing by Licensee or due to breach by
Licensee, Licensee shall transfer the trademark rights in the Territory to
Licensor or its designee.
12. Patent Prosecution and Infringement
12.1 Maintenance and Prosecution: Licensor. Licensor shall pay all
costs associated with the prosecution and maintenance of all patents and patent
applications relating to the Patent Rights. Licensor shall keep Licensee
currently informed of all steps taken or to be taken with regard to such
prosecution and maintenance. Licensor shall furnish Licensee with copies of
all patents and pending patent applications promptly after execution of this
Agreement and of all future patent applications promptly after filing. In the
event that Licensor elects or has elected not to file applications in any
country or countries in the Territory or not to continue to prosecute any
applications, including an application involved in an appeal or opposition
proceeding, or not to maintain any patent or patent application, Licensor shall
so advise Licensee in time to enable Licensee to take appropriate action and
Licensee shall be entitled to file such applications or take such other action
at its expense and to own such resultant patents.
12.2 Maintenance and Prosecution: Licensee. In the event Licensee
elects to take any steps or any of the actions set forth i Article 12.1 with
respect to an application for a patent, Licensee shall keep Licensor currently
advised of all steps taken or to be taken in t he prosecution of all
applications for patents relating to the Compound and/or Product and shall
furnish Licensor with copies of all such patent applications or other relevant
documents promptly. If Licensee is entitled to and does file the application,
the rights to the patent applications and patent shall belong to the Licensee.
In the event that the Licensee elects not to file applications in any country
or countries in the Territory or not to continue to prosecute any application,
including an application involved in an appeal or opposition proceeding, or not
to maintain any patent or patent application by failure to pay any required
annuity, renewal or working fee, Licensee shall so advise Licensor in time to
enable Licensor to take appropriate action. Licensor shall be entitled to file
such applications or take such other action at its expense and to own such
resultant patents.
12.3 Infringement Actions. Licensor and Licensee shall promptly
notify each other of any alleged infringement of any of the Patent Rights which
may come to its attention. Licensee may undertake reasonable efforts to obtain
a discontinuance of the aforesaid infringement or unauthorized use, or
Licensee shall at its option bring suit against such infringer or unauthorized
user.
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If Licensee fails to obtain a discontinuance of said infringement or
unauthorized use and/or elects not to bring suit against such third party, then
Licensee shall give notice in writing to Licensor of its election not to bring
suit within ten (10) days of such election. Licensor may, but is not required
to, (i) obtain a discontinuance of the alleged infringing operation or
unauthorized use or (ii) bring suit against such third party within six (6)
months of the date of receipt by Licensee of the aforesaid notice. Any suit by
Licensor shall be either in the name of Licensor, or in the name of Licensee,
or jointly by Licensee and Licensor, as may be required by the law of the
forum.
It is understood and agreed that the party that institutes a suit or
action shall bear solely all costs and expenses associated therewith and shall
be entitled to retain and keep any and all sums received, obtained, collected
or recovered whether by judgment, settlement or otherwise, as a result of such
suit. Provided, however, that, if a settlement involves the granting by
Licensee of rights hereunder to a third party, Licensee shall pay to Licensor
[**] percent [**] of all monetary settlement or damages received.
12.4 Infringement of Third Party Patent. Each party shall notify
the other promptly in the event of the receipt of notice of any action, suit or
claim alleging infringement by the Product of any patent held by a third party.
The parties shall meet to determine how the lawsuit will be handled. Both
Licensor and Licensee shall participate in the suit and shall each bear [**]
percent [**] of all costs and expenses related thereto.
12.5 Transfer to Sublicensee. The rights and obligations of
Licensee under this Article 12 may be transferred by Licensee to a permitted
sublicensee on a country by country basis, upon notice to Licensor.
13. Confidentiality
13.1 Confidential Information. Each party and its Affiliates shall
keep confidential and not disclose or use, except in strict compliance with the
provisions of this Agreement, any confidential or proprietary information
received from the other, except for:
(a) Any information which at the time of disclosure is part of the
public knowledge or literature, or thereafter becomes part of the public
knowledge or literature otherwise than by unauthorized disclosure by the
receiving party;
(b) Any disclosure of information to the FDA or other relevant
authorities for the purpose of achieving registration or marketing of the
Product;
(c) Any information which at the time of disclosure or acquisition
was in the party[s possession as evidenced by its written records;
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(d) Any information which becomes available to the party from
another source not bound to secrecy to the disclosing party with respect to
such information;
(e) Disclosure to third parties under provisions of
confidentiality similar to those contained in this Agreement for the purpose of
development or marketing of Product; and
(f) Any disclosure of information required by law.
14. Miscellaneous
14.1 Waiver It is agreed that no waiver by any party hereto of any
breach or default of any of the covenants or agreements herein set forth shall
be deemed a waiver as to any subsequent and/or similar breach or default.
14.2 Assignment This Agreement is binding upon and shall inure to
the benefit of the Licensor, its successors and assigns. However, this
Agreement shall be personal to Licensee and it is not assignable by Licensee to
any other entity without the written consent of Licensor except to an Affiliate
or to the successor to, or assignee of all or substantially all of the business
or assets of License.
14.3 Independent Contractors. The relationship of the parties is
that of independent contractors. Neither party is or shall hold itself out to
be the agent, partner or joint venturer of the other for any purpose as a
result of this Agreement or the transactions contemplated thereby.
14.4 Compliance with Laws. In exercising its rights under this
Agreement, Licensee shall fully comply with the requirements of any and all
applicable laws, regulations, rules and orders of any governmental body having
jurisdiction over the exercise of rights under this Agreement.
14.5 Notices. Any notice required or permitted to be given to the
parties hereto shall be given in writing and deemed to have been properly given
if delivered in person or mailed by first-class certified mail to the other
party at the appropriate address as set forth below or to such other addresses
as may be designated in writing by the parties from time to time during the
term of this Agreement.
LICENSEE:
Biovensa S.A.
00000 Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000-0000
Xxxxxx Xxxxxx of America
Attention:
LICENSOR:
Xxxxx-Xxxxxxx Xxxxx X.X.
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20 Avenue Xxxxxxx Xxxx
92165 Antony Cedex
France
Attention: General Counsel
14.6 Severability. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.
14.7 Force Majeure. Nonperformance of any party (except for
payment obligations) shall be excused to the extent that performance is
rendered impossible by strike, fire, earthquake, flood, governmental acts or
orders or restrictions, failure of suppliers, or any other reason where
failure to perform i beyond the reasonable control and not caused by the
negligence, intentional conduct or misconduct of the nonperforming party.
14.8 Governing Laws. This Agreement and any dispute arising from
the performance or breach hereof shall be interpreted and construed in
accordance with the laws of the Republic of France.
14.9 Entire Agreement. This Agreement constitutes the entire
agreement, both written and oral, between the parties with respect to the
subject matter hereof and supersedes all previous agreements between the
parties with respect to the matters contained herein. No amendment or
modification of this Agreement shall be binding upon either party unless
approved in writing by an authorized representative of each of the parties.
14.10 Publicity. The parties shall only make such disclosures
regarding the existence of an terms of this Agreement as are mutually agreed.
IN WITNESS WHEREOF, the parties have Executed this Agreement, by their
respective officers hereunto duly authorized, the day and year first above
written.
BIOVENSA INC.
BY:
------------------------------------------------------------
NAME: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President, Marketing & Business Development
XXXXX-XXXXXXX XXXXX X.X.
BY:
------------------------------------------------------------
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NAME: Xxxxxxx Karobath, M.D.
Title: Senior Vice President, Xxxxx-Xxxxxxx Xxxxx Inc. &
President, Xxxxx-Xxxxxxx Xxxxx Corporate Research
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EXHIBIT A
PATENT APPLICATIONS AND REGISTRATIONS
Country Application Number Issue No.
------- ------------------ --------
United States XX 0 000 000
Xxxxxx XX 2 018 280
Japan J 90 148 448
South Korea XX 00 0000
Xxxxxxx XX 90 0000
Xxxxxxxx XX 00 000
Xxxxxxx HU 206 000
Xxxxx Xxxxxx XX 00 0000
Xxxxxxxxx XX 000 000
Xxx Xxxxxxx XX 233 000
Xxxxxx XX 2 647 788
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