LICENSE AND SUPPLY TRANSFER AGREEMENT
Exhibit10.35
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
THIS LICENSE AND SUPPLY TRANSFER AGREEMENT (this “Transfer Agreement”) is entered into as of December 16, 2015 (the “Effective Date”) by and between MonoSol Rx, LLC (“MonoSol”) and Galena Biopharma, Inc. (“Galena”).
RECITALS:
WHEREAS, MonoSol and Galena are parties to that certain License and Supply Agreement dated July 17, 2014 (the “Agreement”); and
WHEREAS, Galena announced on November 9, 2015 its intent to divest its commercial sales business; and
1.1 Defined Terms. Each capitalized term used herein that is not otherwise defined herein shall mean as such term is defined in Agreement.
1.3 Replacement of Section 5.3 of Agreement after the Transfer. Contingent upon the timely completion of the Transfer, Section 5.3 of the Agreement shall thereupon be replaced in its entirety as follows:
“5.3 Market Coverage. Galena will maintain a minimum Average Field Force of […***…] Field Personnel with a minimum of […***…] of a sales representative’s commission plan based on the Product.”
1.1 Replacement of Section 1.2.45 of the Agreement after the Transfer. Contingent upon the timely completion of the Transfer, Section 1.2.45 of the Agreement shall thereupon be replaced in its entirety as follows:
1.2 Time Period for Execution. This Transfer Agreement shall be in effect for fourteen (14) calendar days after the Effective Date (the “Transfer Deadline”). Unless the Transfer shall have been consummated prior to the Transfer Deadline, this Transfer Agreement shall be void and of no further force and effect.
[signatures follow]
IN WITNESS WHEREOF, each of the parties has caused this Transfer Agreement to be executed in a manner appropriate for each and to be dated as of the date first above written.
MONOSOL RX, LLC
By: /S/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Its: Chief Executive Officer
By: /S/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Its: President & Chief Executive Officer