EX-10.34
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been
omitted pursuant to a request for confidential treatment and, where applicable,
have been marked with an asterisk ("[****]") to denote where omissions have been
made. The confidential material has been filed separately with the Securities
and Exchange Commission.
LETTER OF INTENT AND LIMITED LICENSE AGREEMENT
THIS LETTER OF INTENT AND LIMITED LICENSE AGREEMENT
("LOI/Limited License") is entered into this 28 day of July, 2000 by and
between MetaMorphix, Inc., a Delaware corporation with a business address at
0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("MMI") and Tyson Poultry,
Inc., a Delaware corporation with its principal place of business at 0000 Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000 ("Tyson"). ("Tyson" and "MMI" may
each be referred to as a "Party" and may be collectively
referred to as the "Parties").
WHEREAS, MMI is in the business of producing biotechnology-based
products focused on improving poultry production, livestock production and
animal health;
WHEREAS, MMI has developed Myostatin(TM) Blockers, biotechnology-based
products that are administered by injection into chicken eggs to INHIBIT the
biological function of the Myostatin(TM) protein thereby causing an increase in
muscle mass and carcass weight, accelerated weight gain, improved feeding
efficiency, standardization and uniformity of growth of males and females and/or
improved nutritional profile of the meat ("Myostatin(TM) Blockers");
WHEREAS, MMI represents that it either owns or holds valid exclusive
licenses to patent applications, patents and know-how (hereinafter collectively
referred to as "Myostatin Blocker Technology") related to the Myostatin Blockers
for non-human applications that (x) either disrupt or eliminate Myostatin
protein synthesis, bind to Myostatin" receptors or
interfere with Myostatin(TM) signal transduction; and (y) result in an increase
or modification of muscle growth in chickens (the "MBT Applications");
WHEREAS, Tyson is in the business of producing, processing and marketing
poultry products in the United States;
WHEREAS, MMI desires that Tyson enter into a long term, non-exclusive,
nondivisible, personal license agreement with respect to the Myostatin(TM)
Blocker Technology for use in poultry production in the United States;
WHEREAS, Tyson desires to conduct its own internal research and
evaluation of the Myostatin(TM) Blocker Technology under commercial broiler
production conditions prior to entering into a long term, non-exclusive,
non-divisible, personal license agreement (hereinafter "Long Term License
Agreement");
WHEREAS, Tyson desires to enter into a Long Term License Agreement with
MMI provided that Tyson's internal research and evaluation of the Myostatin(TM)
Blocker Technology verifies that the Myostatin(TM) Blockers causes a material
increase in muscle mass and carcass weight, accelerated weight gain, improved
feeding efficiency, standardization and uniformity of growth of males and
females and/or improved nutritional profile of the meat ("Tyson Trials"); and
2
WHEREAS, MMI and Tyson desire to enter into this LOI/Limited License to
facilitate the Tyson Trials, to facilitate negotiations of agreements which will
govern the terms of the proposed Long Term License Agreement between MMI and
Tyson and to affirm Tyson's intention to participate in the Poultry Scientific
Advisory Committee, as defined in Paragraph 1(a) below.
NOW, THEREFORE, in consideration of the mutual promises and benefits
acknowledged by each of the above Parties, the Parties agree to:
1. RELATIONSHIP MANAGEMENT Each Party will employ the necessary resources
to:
(a) formulate a committee comprised of all poultry companies that
enter into license agreements with MMI, for the purpose of
selecting an independent THIRD party to conduct commercial scale
trials on the Myostatin(TM) Blocker Technology under commercial
broiler production conditions ("Poultry Scientific Advisory
Committee");
(b) develop and establish a general process for implementing an
evaluation of the Myostatin Blocker Technology under commercial
broiler production conditions and for the commencement of such
commercial scale trials (the "Commercial Scale Trials") to be
agreed upon according to the provisions of Paragraph 2 (c),
INFRA;
(c) conduct the Commercial Scale Trials and the Tyson Trials in an
effort to obtain the information necessary to support U.S.
regulatory approval of products based upon the Myostatin(TM)
Blocker Technology;
3
(d) ensure that Tyson will provide MMI with monthly reports
detailing the conduct and progress of the Tyson Trials;
(e) participate in regularly scheduled quarterly meetings in an
effort to identify any further requisite scope of work and to
analyze the year-to-date performance of the Tyson Trials and the
Commercial Scale Trials; and
(f) designate relationship managers as a primary contact for the
other Party.
MMI RESPONSIBILITIES.
---------------------
(a) GRANT OF LIMITED LICENSE.
(1) Subject to the terms and conditions of this LOI/Limited
License, MMI hereby grants to Tyson a LIMITED
non-exclusive, non-divisible, personal license to use
the Myostatin Blocker Technology (the "Limited License")
for research conducted in the Tyson Trials solely
related to the MBT Applications and the products
developed using the Myostatin(TM) Blockers. This Limited
License is LIMITED to the use of the inventions and
know-how comprising the Myostatin(TM) Blocker Technology
for the evaluation of the use of Myostatin(TM) Blockers
by injection into chicken eggs under commercial broiler.
production.
(ii) The Limited License shall expire thirty (30) days
following the completion of the Commercial Scale Trials,
but may be extended by a written agreement between the
Parties.
4
(b) POULTRY SCIENTIFIC ADVISORY COMMITTEE.
(i) MMI: shall form a Poultry Scientific Advisory Committee
for selecting an independent third party to conduct the
Commercial Scale Trials on the Myostatin(TM) Blocker
Technology.
(ii) MMI shall have the right to appoint the Chairman of the
Poultry Scientific Advisory Committee.
(iii) MMI agrees that Tyson, and every other poultry company
under contractual arrangements with MMI relating to the
Myostatin(TM) Blocker Technology, shall have the right
to appoint one (1) person to serve on the Poultry
Scientific Advisory Committee and that each committee
member, including the Chairman, shall have one (1) vote.
(c) COMMERCIAL SCALE TRIALS.
(i) MMI shall initiate the Commercial Scale Trials at its
own expense, but not to exceed One Hundred Thousand
Dollars ($100,000).
(ii) The Commercial Scale Trials are to be conducted by an
independent third party expert who will be approved by a
simple majority vote of the members of the Poultry
Scientific Advisory Committee.
(iii) MMI agrees that protocols for the Commercial Scale
Trials shall also be approved by a simple majority vote
of the members of the Poultry Scientific Advisory
Committee.
(iv) MMI shall be responsible for conducting, at its own
expense, all studies required for U.S. regulatory
approval of the use of the Myostatin(TM) Blocker
Technology in poultry production.
5
(v) MMI shall be responsible for manufacturing and supplying
the Myostatin(TM) Blockers.
(vi) MMI agees that, conditioned upon the execution of this
LOI/Limited License, a Non-disclosure/Confidentiality
Agreement and a Material Transfer Agreement, it will
make the quantity of the Myostatin(TM) Blocker product
necessary to perform the Tyson Trials available for use
in the Tyson Trials on a cost plus ten percent (10%)
basis and to provide such technical assistance deemed
reasonably necessary by MMI for the successful
completion of the Tyson Trials.
TYSON'S RESPONSIBILITIES.
-------------------------
(a) Tyson will pay MMI a non-refundable fee of Two Hundred Fifty
Thousand Dollars ($250,000) upon execution of this LOI/Limited
License.
(b) POULTRY SCIENTIFIC ADVISORY COMMITTEE AND COMMERCIAL SCALE
TRIALS.
(i) Tyson will appoint one (1) individual to serve on the
Poultry Scientific Advisory Committee.
(ii) Tyson agrees to a similar representation on the Poultry
Scientific Advisory Committee by all other poultry
companies under contractual arrangements with MMI
relating to the Myostatin(TM) Blocker Technology who
have agreed to participate in the Commercial Scale
Trials, that each committee member will have one (1)
vote and that MMI will appoint the Chairman, who shall
also have one (1) vote.
6
(iii) Tyson will accept the quantity of the Myostatin(TM)
Blocker product necessary to perform the Tyson Trials
made available by MMI to Tyson on a cost plus ten
percent (10%) basis for the purpose of conducting the
Tyson Trials.
(iv) Tyson shall be responsible for paying for all aspects of
the Tyson Trials and shall make any and all data and
results of the Tyson Trials available to MMI on a
monthly basis.
(v) During the term of this LOI/Limited License and until
the execution of a Long Term License Agreement by Tyson
and MMI, as set forth in Xxxxxxxxx 0, XXXXX, any
inventions, improvements thereof or know-how arising
from the Tyson Trials on the Myostatin(TM) Blocker
Technology or any patent application thereon: (a) will
be disclosed to MMI immediately; and (b) MMI will be
granted a royalty-free, exclusive, worldwide license to
the patent applications, patents or improvements
thereof, patent rights and know-how with additional
rights to sublicense them to third parties.
(c) Tyson agrees that, in its internal research and evaluation of
the Myostatin(TM) Blocker Technology, it will comply with all
federal and state regulatory laws and restrictions.
4. LONG TERM LICENSE AGREEMENT.
(a) Upon successful completion of the Commercial Scale Trials, Tyson
agrees to enter into good faith negotiations with MMI to enter
into a Long Term License
Agreement for the use of the Myostatin(TM) Blocker Technology
(the "Long Term
7
License") limited to improving chicken meat production economics
by inhibiting the biological function of the Myostatin(TM)
protein by injecting Myostatin(TM) Blocker into chicken eggs,
thereby creating benefits, including, but not limited to, an
increase in muscle mass and carcass weight, accelerated weight
gain, benefits, including, but not limited to, improved feeding
efficiency, standardization and uniformity of growth of males
and females and/or improved nutritional profile of the meat.
Unless otherwise agreed to by the parties in-writing, a Long
Term License Agreement shall be executed within ninety (90) days
after the completion of the Commercial Scale Trials. It is also
anticipated that MMI may enter into similar Long Term License
Agreements with up to three additional poultry producers, to be
selected within the discretion of MMI.
(b) It is anticipated that the Long Term License Agreement will be
limited to the territory of the United States, without any
rights of export ("Territory").
(c) It is anticipated that the Long Term License Agreement will have
an initial term of five (5) years to begin upon U.S. regulatory
approval for products produced using the Myostatin(TM) Blocker
Technology and chickens produced from the Myostatin(TM) Blockers
products, with a right to renew the license for similar five (5)
year terms until the expiration date of the licensed patents,
provided, HOWEVER, that renewal of the Long Term License
Agreement will be conditioned upon Tyson's production exceeding
certain minimum sales volumes which will be mutually agreed upon
by Tyson and MMI. These renewals will be subject to the
applicable patent term.
8
(d) It is anticipated that the license fee under the Long Term
License, and any other license agreements entered into for the
use of Myostatin(TM) Blockers with other poultry companies,
shall have two components: (i) an up-front license fee and (ii)
a royalty fee based on the value added per chicken by using the
Myostatin(TM) Blockers (the "Value Added").
(e) It is anticipated that the aggregate of all up-front license
fees under the Long Term License, and any other long term
license agreement .MMI enters into with other poultry companies,
shall total [****] Dollars ($[****]). Under any long term
license agreement; it will be stipulated that Tyson will pay
their PRO RATA share of the $[****] total up-front license fee
based upon Tyson's production level of chickens in
pounds-per-year as it relates to the total annual chicken
production levels of all of MMI's licensees under the referenced
agreements. For the purpose of the PRO RATA division of these
up-front license fees, the calendar year 1999 will be used as
the base year.
(f) It is anticipated that Tyson will pay its share of the up-front
license fees on the following schedule: (i) one-quarter (1/4) of
the total up-front license fee will be due upon the execution of
the Long Term License Agreement; and (ii) one-quarter (1/4) of
the total up-front license fee will be due upon the first,
second and third anniversaries of the execution of the Long Term
License Agreement.
(g) It is anticipated that the Value Added royalty of the license
fee will equate to thirty percent (30%) of the value added to
the licensees' chicken production from using the Myostatin(TM)
Blacker Technology. This Value Added royalty will be calculated
on a quarterly basis. Tyson, as a member of the Poultry Advisory
9
Committee, shall participate in further negotiations with MMI
and the other members of the Poultry Scientific Advisory
Committee, to determine the Value Added royalty to be paid to
MMI that will be based upon the average economic benefit
provided by the Myostatin(TM) Blocker Technology on a
cents-per-chicken basis. If the Poultry Scientific Advisory
Committee cannot mutually agree on a Value Added amount to be
included in the Long Term License, the Poultry Scientific
Advisory Committee will agree to the appointment of a panel.of
three (3) independent arbitrators to initiate non-binding
arbitration to make this determination. It is anticipated that
if the determination of the arbitrators is unsatisfactory to
MMI, MMI reserves the right to terminate the negotiations with
any dissenting member of the Poultry Scientific Advisory
Committee.
(h) If the Parties enter into the Long Term License, it is
anticipated that Tyson will provide sales and royalty reports
within thirty (30) days of the end of each quarter.
(i) If the Parties enter into the Long Term License, MMI will credit
the up-front license fee advanced by Tyson against any Value
Added royalty to be paid under the Long Term License. However,
MMI's obligation to credit Tyson's up-front license fee payments
against any Value Added royalty payments will be LIMITED to no
more than eighty percent (80%) of the total Value Added royalty
due in any one year and shall continue from year to year until
the up-front license fee has been fully credited. Upon
completion of repayment to Tyson of its up-front license fees,
Tyson will pay MMI the full ageed upon Value Added royalty for
the duration of the term of the Long Term License.
10
It is anticipated that the Long Term License will contain
representations, warranties and indemnities by the Parties
customary for transactions and relationships of this nature for
failure to perform covenants and for breach of representation
and warranties.
It is anticipated that the Long Term License Ageement shall
CONTAIN provisions that:
(i) Tyson may terminate the Long Term License.Agreement at
any time upon thirty (30) days written notice;
(ii) If Tyson terminates, Tyson's rights to use the
Myostatin(TM) Blocker Technology will be revoked; and
MMI shall have the right to terminate the Long Term
License Ageement in the event of a breach of any of the
terms or conditions of the Long Term License Agreement.
(l) It is anticipated that the Long Term License Agreement will not
be assignable, transferable or saleable without MMI's consent,
which may be granted in MMI's sole discretion.
(m) It is anticipated that the Long Term License Agreement shall
contain a provision that any new patent applications, patents'
or improvements thereof, patent rights and know-how arising from
Tyson's use or internal research of the Myostatin(TM) Blocker
Technology shall be: (a) disclosed immediately; and (b) promptly
granted to MMI through a royalty-free, non-exclusive, worldwide
license with additional rights to sublicense them to third
parties.
11
(n) INDEMNIFICATION. Tyson and any other poultry company receiving a
long term license from MMI to use the Myostatin Technology will
agree to indemnify, defend and hold harmless MMI and its
directors, officers, employees and agents from and against any
and all claims threatened or initiated against MMI that arise
under any federal or state antitrust or unfair competition law,
and challenge any conduct under Paragraph 9 hereof or its
implementing provision in the Long Term Licensing Agreement This
agreement to indemnify, defend and hold harmless , shall cover
any and all losses, expenses, damages, liabilities, and costs,
including without limitation, interest, penalties, double or
treble damages, reasonable attorneys' fees, court or litigation
costs, costs associated with responding to any investigative
demand or discovery request, judgments, and amounts paid in
settlement by MMI (upon consultation with Tyson) arising from
such claims or any claims supplemental to them. The agreement to
indemnify, defend and hold harmless shall be effective
throughout the term of the Long Term Licensing Agreement, and
shall extend to any claim initiated or threatened after the
termination of the Long Term Licensing Agreement, if such claim
arises out of conduct that occurred during the term of the
agreement.
5. TERM AND TERMINATION OF LOI/LIMITED LICENSE.
(a) The term of the LOI/Limited License shall commence upon
execution of this LOI/Limited License and shall terminate upon
the completion of the Commercial Scale Trials (the "Term").
(b) Tyson shall have the right to terminate this L01/Limited License
at any time, but agrees, that upon termination, MMI, due to the
non-exclusive nature of this
12
LOI/Limited License, shall have the right to license the
Myostatin(TM) Blocker Technology to a replacement poultry
company to participate in the Poultry Scientific Advisory
Committee and for the same uses in the field and Territory.
(c) Tyson agrees that termination of the agreement by Tyson will not
provide Tyson with any residual rights to the Myostatin(TM)
Blocker Technology.
(d) In the event of termination, the fee of Two Hundred Fifty
Thousand Dollars ($250,000) will be retained by MMI.
(e) MMI shall have the right to terminate the LOI/Limited License in
the event of a breach by Tyson of this LOI/Limited License.
COSTS AND EXPENSES. Each Party will bear its own costs and expenses in
connection with the transactions contemplated herein, except for the
payment by Tyson on a cost plus ten percent (10%) basis to MMI for use
of the Myostatin(TM) Blocker product in the Tyson Trials.
7. CONFIDENTIALITY. The Parties agree to enter into a Non-Disclosure/
Confidentiality Agreement and-agree that the terms of this LOI/Limited
License and any of the agreements contemplated herein shall be subject
to the provisions of the Non-Disclosure/Confidentiality agreement, the
terms and conditions of which shall survive any termination or
expiration of this LOI/Limited License or any subsequent agreement
entered into between the Parties.
13
8. PUBLICITY. It is the Parties' intention to issue press releases
concerning this LOI/Limited License. Such releases shall be mutually
agreed upon and, prior to making such releases, neither Party shall:
make any announcement, public or private;
discuss the terms and conditions of the LOI/Limited License, the
Poultry Scientific Advisory Committee, the Commercial Scale
Trials or the Tyson Trials; or
(c) discuss any of the proposed transactions with any third party
other than either Party's attorneys, without the prior consent
of the other Party.
After any such press release, all future communications or press
releases will be limited to the contents of the initial press release.
Thereafter, MMI, in its sole discretion, shall control and approve all
other publicity regarding the Myostatin Blocker Technology.
NON-EXCLUSIVE REIATIONSHIP Subject to the limitations set forth in
Paragraph 4(a) above, nothing in this LOI/Limited License shall be
construed as preventing or prohibiting MMI from entering into additional
agreements with third parties for similar activities and/or services.
10. ENTIRE AGREEMENT. All previous negotiations and understandings between
MMI and Tyson, or their respective agents and employees, with respect to
the transaction set forth herein, are merged into this LOI/Limited
License, except for the Non-Disclosure/ Confidentiality Agreement and
the Material Transfer Agreement, which alone fully and completely
expresses the Parties' rights, duties and obligations with respect to
its subject
14
matter and which may be amended only by a subsequent written agreement
between the Parties.
11. NO MERGER. The warranties, representations and covenants expressly made
herein shall survive the termination of this LOI/Limited License and
shall not be merged therein.
12. GOVERNING LAW. This LOI/Limited License shall be governed by, and
construed in accordance with, the laws of the State of Maryland, without
giving effect to the conflict of laws principles thereof.
13. CHOICE OF FORUM. Any action arising in any way out of this LOI/Limited
License must be brought in the United States District Court, Northern
District of Maryland, Baltimore Division or other court of competent
jurisdiction sitting in Baltimore County, Maryland. MMI and Tyson hereby
submit to the jurisdiction and venue of said courts for these purposes.
14. SEVERABILITY. If any provision of this LOI/Limited License is found by a
court of competent jurisdiction to be illegal, invalid, or
unenforceable, the remainder of this LOI/Limited License will not be
affected, and in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision will be added as a part of this
LOI/Limited License that is as similar to the illegal, invalid, or
unenforceable provision as may be possible and will be legal, valid and
enforceable.
15
15. CONSTRUCTION. The rule of strict construction shall not apply to this
LOI/Limited License. This LOI/Limited License has been prepared by MMI
and its professional advisors and reviewed by Tyson. and its
professional advisors. MMI, Tyson and their separate advisors believe
that this LOI/Limited License is the product of all of their efforts,
that it expresses their agreement, and that it should not be interpreted
in favor of or against either MMI or Tyson merely because of their
efforts in preparing it.
16. CAUTIONS, GENDER, NUMBER, AND LANGUAGE OF INCLUSION. The captions are
inserted in this LOI/Limited License only for convenience of reference
and do not define, limit, or describe the scope or intent of any
provisions of this LOI/Limited License. Unless the context clearly
requires otherwise, the singular includes the plural, and vice versa,
and the masculine, feminine, and neuter adjectives include one another.
As used in this LOI/Limited License, the word "including" shall mean
"including, but not limited to."
17. BINDING EFFECT. This LOI/Limited License, shall be binding upon and
inure to the benefit of the Parties hereto and their respective
successors, permitted assigns, heirs and personal representatives.
18. MERGER, ACQUISITION OR SIMILAR TRANSACTIONS.
(a) The Parties acknowledge that the Limited License granted
hereunder has been negotiated with reference to the current
operations of the Tyson. Accordingly, the Parties have agreed to
the following terms governing merger, acquisition or similar
transactions:
16
(i) Any majority controlled subsidiary of Tyson, or of a
Tyson affiliate, that is created in the ordinary course
of business after the execution of this agreement shall
not affect the Lnrnited License herein;
(ii) Any Party that becomes a majority owned or controlled
subsidiary of Tyson, or of a then-existing licensed
Tyson affiliate, after the execution of the LOI/Limited
License shall, subject to the discretion and approval of
MMI, be made a Party to this LOI/Limited License;
(iii) Any licensed Tyson affiliate or business unit of Tyson
that is acquired by a third-party shall no longer be
entitled to the benefit of this Limited License; and
(iv) In the event a majority of the stock or assets of Tyson
are acquired or merged or consolidated with a third
person, the Limited License granted herein may be
rescinded at the sole discretion of MMI.
19. ASSIGNMENT. Subject to the provisions of Paragraph 16 hereof, this
LOI/Limited License may not be assigned by Tyson without the prior
consent of MMI, which may be withheld for any reason.
20. TIME. Time is of the essence of this LOI/Limited License and each and
every provision hereof.
21. NOTICE. Except as otherwise specified herein, all notices and other
communications under this LOI Limited. License shall be in writing and
shall be deemed to have been given if personally delivered or if sent by
registered or certified United States mail, return receipt requested,
postage prepaid, addressed to the proposed recipient at the last known
17
address of the recipient. Any Party may designate any other address to
which notices shall be sent by giving notice of the address to the other
Parties in the same manner as provided herein.
WAIVER AND MODIFICATIONS. No provision of this LOI/Limited License shall
be waived, unless in writing signed by the Party effecting such waiver.
No waiver of the breach of any of the terms or provisions of this
LOI/Limited License shall be a waiver of any preceding or succeeding
breach of this LOI/LimitedLicense or any other provisions of it.
No waiver of any default, express or implied, made by any Party hereto
shall be binding upon the Party making such waiver the event of a
subsequent default. This LOI/Limited License may only be modified or
amended by a written agreement executed by each of the Parties.
23. FURTHER PROVISIONS.
(a) LEGAL REPRESENTATION. The Parties hereto each acknowledge that,
in entering into this LOI/Limited License, they have not relied
upon any statements, representations, warranties,
correspondence, negotiations, conditions, understandings,
promises or agreements, oral or written, not specifically set
forth in this LOI/Limited License, except those in the
Non-Disclosure/Confidentiality Agreement and Material Transfer
Agreement. All of the Parties to this LOI/Limited License
represent that they are represented by legal counsel and have
been fully advised as to the meaning and consequence of all of
the terms and provisions of this LOI/Limited License.
(b) POST CONFORMING DOCUMENTS. The Parties hereto shall execute and
deliver any and all additional papers, documents, and other
assurances, and shall do any and
18
all acts and things reasonably necessary in connection with the
performance of their obligations hereunder and to carry out the
intent of the Parties hereto.
(c) AUTHORITY TO SIGN. All of the Parties hereto and their
authorized representatives signing this LOI/Limited License
represent and warrant that they have authority to execute and
enter into this LOI/Limited License.
24. CERTAIN PROHIBITIONS. Tyson, or any of Tyson's affiliates, agree not to,
either directly or indirectly, through its subsidiaries and other
affiliates or otherwise, provide financial or other support for, provide
documentation to or provide testimony on behalf of, except as may be
required by law, any third person in the prosecution or submission of
any claim, suit, petition, application, request, against MMI or any of
its subsidiaries, affiliates, agents, strategic partners or customers
relating to the Myostatin(TM) Blocker Technology ("Claims").
Furthermore, Tyson and Tyson's Affiliates will promptly give notice to
MMI of all Claims of which they become aware and of all activities
undertaken by third parties in preparation for assertion of all Claims,
including without limitation attempts by third parties to solicit or
organize financial or other support for the submission or assertion of
any MMI.
25. EFFECT OF LOI/LIMITED LICENSE PROVISIONS. The Parties shall negotiate in
good faith toward the execution of the Long Term License Agreement
described herein. The provisions of Paragraph represent the Parties'
good faith intention to negotiate toward execution of a definitive long
term agreement. Unless otherwise agreed to by the parties in writing, a
Long Term License Agreement shall be executed within ninety (90) days
19
after the completion of the Commercial Scale Trials. Only the provisions
of Paragaph 4 of this LOI/Limited License are not binding between the
Parties and neither Party shall have any liability to the other if they
fail to execute a definitive ageement for any reason.
If you agree that the foregoing correctly expresses your present
intent, please sign below in the space provided. The Parties shall
thereafter negotiate in a positive and constructive manner with the
objective of reaching a mutually satisfactory and definitive Long Term
License.
IN WITNESS WHEREOF, the Parties have agreed to and executed this
LOI/Limited License as of the date first above written.
METAMORPHIX, INC. TYSON POULTRY, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx By: /s/ Xxxx Xxxxx
------------------------------- ----------------------------------
Name: XXXXX X. XXXXXXXXXXX Name: XXXX XXXXX
Title: CHAIRMAN, PRESIDENT & CEO Title:PRESIDENT OF PRODUCTION SERVICES
Date of Execution: 7/28/00 Date of Execution: July 28, 2000
20
