EXHIBIT 10.13
LICENSE AGREEMENT
This License Agreement (the "Agreement") effective as of the 17th day of
October, 1996 ("Effective Date") is made by and between Dimotech Ltd., a
corporation organized under the laws of the country of Israel, located at the
Gurtwith Science Based Industrial Center, Technion City, Haifa 32000 Israel
("Licensor"), Xxxx Xxxxxxx, whose domicile is 00 Xxxxxx Xxxxxx, Xxxxx 00000
("Inventor") and Collateral Therapeutics, Inc. a corporation organized under the
laws of the state of California, located at 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000 ("Licensee").
Background
WHEREAS, Licensor is a wholly owned subsidiary of the Technion R & D
Foundation (the "Technion") and has the exclusive right to license and
commercialize any inventions developed by researchers or faculty members of the
Technion, and inventions developed at the Technion or developed using the
facilities or property of the Technion, and
WHEREAS, Inventor, a member of the faculty of the Technion, isolated and
genetically characterized a vascular endothelial growth factor comprising 145
amino acids ("VEGF-l45"), and identified for the first time biological
properties of VEGF-145 which may render it useful in the treatment of
cardiovascular disease including peripheral vascular disease, and
WHEREAS, Licensee is a company which focuses on developing gene therapies
for treating heart disease and desires to use a polynucleotide encoding VEGF-145
to develop potential therapies for heart disease.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
Licensor, Licensee and Inventor agree as follows:
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I. DEFINITIONS
"Licensed Field" means, and is limited to, the treatment of cardiovascular
disease, defined as the treatment of any and all diseases or disorders, whether
congenital or acquired, which affect the function or structure of the heart or
blood vessels or both, including but not limited to myocardial ischemia,
congestive heart failure, atherosoler resterosis, vascular or remodeling, and
peripheral vascular disease.
"Patent Rights" means any patents or patent applications assigned or
required to be assigned to the Technion or subsidiaries of the Technion
including Licensor, now or in the future, which claim VEGF-145, a vector
comprising VEGF-145, or the use of VEGF-145 in the Licensed Field. As used
herein, patents and patent applications shall include U.S. applications, U.S.
provisional applications, foreign patent applications, PCT international
applications, continuations, continuations-in-part, extensions, divisions,
provisionals, substitutions or additions to such applications and all patents
which are re-issues, re-validations and registrations based thereon. As used
herein, XXXX-145 shall include Analogues of VEGF-145.
"Analogues of VEGF-145" means peptides which have a structural homology to
VEGF-145 and which exert biological activity similar to that exerted by
VEGF-145.
"Technical Information" means information from Inventor, the Tectonic, its
faculty, staff, researchers, or students, including trade secrets, developments,
discoveries, data, drawings, techniques, documents, models and know-how, whether
or not patented or patentable, which relates in whole or in part to the Licensed
Field.
"Biological Material" means cell lines, nucleic acid, vectors, or other
biological materials, including the progeny and clones thereof, developed or
supplied by Inventor and/or the Technion, its faculty, staff, researchers, or
students, which relates in whole or in part to the Licensed Field.
"Proprietary Rights" shall mean the Patent Rights Technical Information,
and Biological Material.
"Licensed Process" means any process(es) which, in the absence of this
Agreement, infringe one or more claims of the patents set forth in the Patents
Rights that have not been held
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invalid or unenforceable by an unappealed or unappealable judgment of a court of
competent jurisdiction.
"Licensed Products" means any products or tangible materials which, in the
absence of this Agreement, infringe one or more claims of the patents set forth
in the Patents Rights that have not been held invalid or unenforceable by an
unappealed or unappealable judgment of a court of competent jurisdiction.
"Net Sales" means the total gross receipts for sales of Licensed Products
or practice of Licensed Processes by or on behalf of Licensee, or its
sublicensees, and from leasing, renting, or otherwise making Licensed Products
available to others without sale, whether invoiced or not, less deductions for
(i) transportation charges, including insurance relating thereto; (ii) sales and
excise taxes or customs duties paid by selling party and any other governmental
charges imposed upon the sale of the Licensed Product(s); (iii) distributors
fees rebates or allowances actually granted, allowed or incurred; (iv) quantity
discounts, cash discounts or chargebacks actually granted, allowed, or incurred
in the ordinary course of business in connection with the sale of the Licensed
Product(s); and (v) allowances, or credits to customers, not in excess of the
selling price of the Licensed Product(s), on account of governmental
requirements, rejection, outdating, recalls or return of the Licensed
Product(s).
II. GRANT OF LICENSE
2.01 Licensor hereby grants to Licensee, under the Patent Rights and within only
the Licensed Field, the exclusive worldwide right and license to make, have
made, use, sell, have sold and import Licensed Products and Licensed Processes,
and the exclusive right to sublicense others to do the same provided the
sublicensee agrees to be bound by all terms set forth herein, except if modified
by prior agreement with Licensor.
III. BIOLOGICAL MATERIALS TRANSFER
Upon the execution of this Agreement, and as may be necessary or desirable
thereafter, Inventor and/or Licensor shall supply Licensee with Biological
Materials in Licensor's
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possession as reasonably required by Licensee and as reasonably available from
Licensor so as to assist Licensee in developing Licensed Product; and Licensed
Processes and shall make available to Licensee the Technical Information
relating thereto. Licensee acknowledges that it will hold the Biological
Materials which are delivered in confidence and as the sole property of the
Licensor. The Biological Materials provided will be for the sole purpose of the
Licensed Field and shall not be used for any other purpose by the Licensors
without the express written permission of Licensor. All supplies of Biological
Materials held by Licensee and its Sub-licensees shall, at Licensor's option, be
returned to Licensor or destroyed by Licensee upon the termination of this
Agreement.
IV RENUMERATION
4.01 License Fee. Within ten (10) days of execution of this Agreement, Licensee
shall pay to Licensor a non-refundable fee of sixteen thousand dollars
($16,000). This license fee shall be in addition to the royalties payable
pursuant to this License and, therefore, shall not be available for credit
against future royalties.
4.02 Minimum Annual Royalties. On or before the fifteenth day of January of
each calendar year beginning in the later of (a) the year 2004, or (b) the
issuance in the United States and/or the European Union of a patent with a
claim covering VEGF-145, a vecter comprising VEGF-145, or the use of VEGF-145
in the Licensed Field.
Licensee shall pay to Licensor a *** minimum annual royalty as
follows:
Year Payment
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*** ***
*** ***
*** ***
*** ***
*** ***
*** ***
4.03 Running Royalties. In addition to the License Fee of paragraph 4.01,
Licensee, on a quarterly basis, shall pay to Licensor a *** based on Net Sales
of all
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Licensed Products and Licensed Process. The running royalty to be paid shall be
offset against the minimum provided under paragraph 4.02.
4.04 Milestone Payments. In addition to the fees enumerated in paragraphs 4.01,
4.02 and 4.03, Licensee shall pay to Licensor, upon reaching the following
developmental / regulatory milestones with respect to a Licensed Product or
Licensed Process, the following non-refundable payments.
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Milestone Target Date Payment to
Licensor
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*** August 1, 1997 $25,000
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*** *** , 1998 $100,000
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*** *** ***
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*** *** ***
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4.05 Due Diligence. As an incentive for Licensee to reach the Milestones set
forth above in a timely manner, for any Milestone not reached within *** of
the Target Date, Licensee shall, within *** *** pay to Licensor a
non-refundable sum of fifty thousand dollars ($50,000) whereupon the Target
Dates for all unreached Milestones will advance by one year.
4.06 Sub-licensee Royalties. Licensor acknowledges that Licensee shall have the
right to grant sub-licenses in the Licensed Field, provided that Licensee shall
be responsible for payment of royalties to Licensor on Net Sales of such
sub-licenses as if such Net Sales were made by Licensee directly and pursuant to
the terms and conditions of this License Agreement.
4.07 Payments. Royalties on Licensed Products and Licensed Process shall accrue
at the time payment is received by Licensee. Royalties which have accrued in any
calendar quarter shall be
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Confidential Treatment and filed separately with the Commission.
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payable within *** after the end of such calendar quarter. Any royalties not
paid to Licensor when due hereunder shall bear interest *** . *** is in effect
from time to time from the date such royalties were due to the date such
royalties are paid. Royalties shall be payable in U.S. dollars, at Licensor's
option, by a check payable to the order of "Dimotech" and drawn on a U.S. bank
or by wire transfer to a bank account designated by Licensor. Where it is
necessary to convert the amount of royalties due from another currency into U.S.
dollars, conversion shall be made at the spot rate or the mean of the buy and
sell spot rates, if no single rate is published, for the last business day of
the calendar quarter in which such royalties have accrued as published by West
Coast edition of The Wall Street Journal or if no rate(s) is (are) therein
published as prevailing at the close of business on such day at Chase Manhattan
Bank New York, New York.
4.08 Royalty Reports; Inspection. License agrees to keep accurate and correct
records of Licensed Products made, used, or sold and Licensed Processes
practiced under this Agreement appropriate to determine the amount of royalties
due Licensor. Upon *** prior notice to Licensee and during normal business
hours, but not more frequently than once per calendar year, an independent
auditor paid for and selected by Licensor (which selection shall be with the
reasonable consent of the Licensee) may inspect such books and records of
Licensee, its Affiliates and Sub-licensees at their respective facilities for
the *** immediately preceding the date of inspection, to verify the correctness
of the reports given to Licensor under, this Section 4.07. If an inspection
shows an underreporting or underpayment *** then Licensee shall reimburse
Licensor for the cost of the inspection.
V. PATENT PROSECUTION & MAINTENANCE PUBLICATIONS
5.01 Prosecution and Maintenance. The preparation, filing, prosecution, and
maintenance of all patent applications-- domestic, international, and foreign--
covering the Licensed Product and Licensed Process shall be made on behalf of
Licensor by attorneys representing Licensor. Licensee shall reimburse Licensor
for all reasonable and approved costs associated therewith Licensee and its
designated attorneys shall have the power to review and inspect all patents
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Confidential Treatment and filed separately with the Commission.
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applications and amendments and other Patent Office submissions before the
filing thereof and shall receive copies of all Patent Office and International
Bureau notices and actions promptly after receipt by Licensor. Licensor and
License agree to cooperate in good faith in formulating and implementing patent
strategies agreeable to both parties.
5.02 Marking. Licensee shall comply with all United States and foreign
jurisdiction laws in respect of patent marking, if any.
5.03 Ownership. All Patents Rights, Technical Information, and Biological
Materials shall be the sole property of Licenser except as provided herein.
5.04 Infringement by Third Parties. Licensor shall promptly notify Licensee in
writing of any alleged or threatened infringement of any patent included within
Patent Rights, of which they become aware. Licensee shall have the sole right to
bring and control any action or proceeding with respect to such infringement at
its own expense and by counsel of its own choice. In the event Licensee brings
an infringement action, Licensor shall cooperate fully, including if required to
bring such action, the furnishing of a power of attorney or agreeing to be
joined as a party, the reasonable costs of which shall be at Licensee expense.
Any recovery realized as a result of such litigation after reimbursement of any
and all litigation expenses of Licensee, shall be treated as Net Sales for
purposes of the royalty provisions of this Agreement.
5.05 Infringement of Third Party Rights. Each parry shall promptly notify the
others in writing of any known infringement by Licensee or asserted infringement
by licensee of any third party's intellectual property (collectively, "Alleged
Third Parry Rights") by reason of the manufacture, import, use, sale or offer
for sale of any Licensed Product or Licensed Process. Licensee shall have the
right to control any defense of any claim of infringement of Alleged Third Party
Rights at its own expense and any counsel of its choice, and Licensor shall have
the right, at its own expense, to be represented in any such action by counsel
of its choice. In the event of any infringement or asserted infringement of
Alleged Third Party Rights, Licensor shall cooperate in good faith with Licensee
on a mutual and reasonable basis to negotiate and settle any dispute with any
such third party concerning the Alleged Third Party Rights. Licensor has
conducted no search to determine whether the Licensed Product or Licensed
Process infringes Alleged Third Party Rights.
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5.06 Cooperation in Connection with Infringement Disputes. In any suit or
dispute involving infringement or asserted infringement by a third party of a
patent included within the Patent Rights or infringement or asserted
infringement by Licensee of Alleged Third Party Rights, the parties shall
cooperate fully, and upon the request of and at the expense of Licensee,
Licensor shall make available to Licensee at reasonable times and under
appropriate conditions all relevant personnel, records, papers information,
samples, specimens and the like which are in its possession or control.
5.07 Publication. Each party to this Agreement recognizes that the publication
of papers regarding the subject matter of this Agreement, for example, subject
matter within Patent Rights, including oral presentations and abstracts, may be
beneficial to the parties provided such publications are subject to reasonable
controls to protect proprietary information and Patent Rights. In particular, it
will be the goal of the parties to maintain the confidentiality of any
proprietary information until a patent application covering said information has
been filed. Accordingly, Licensee shall have the right to review any paper
proposed for publication by Inventor, including oral presentations and
abstracts, which relates to the subject matter of this Agreement. Before any
such paper is submitted for publication, Inventor will deliver a complete copy
to Licensee at least 45 days prior to submitting the paper to a publisher.
Licensee shall review any such paper and give its comments to Licensor within
fifteen (15) days of the delivery of such paper to the receiving party. With
respect to oral presentation materials and abstracts, the parties shall make
reasonable efforts to expedite review of such materials and abstracts, and shall
return such items a soon as practicable to the publishing party with appropriate
comments, if any, but in no event later than ten (10) days from the date of
delivery to the receiving party. At Licensee's request, Inventor will delay (but
not prevent) a publication which relates to the subject matter of this Agreement
in order to allow a patent application to be prepared and filed. Under no
circumstances may one party publish data or information of the other without
permission of the other.
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VI. SCIENTIFIC CONSULTANTS
Licensee may contract directly with Inventor or other faculty members of
the Technion to utilize their services as scientific consultants. Licensor shall
be informed of such arrangement and receive copies of any agreement in a timely
manner. During the term of such consulting agreement the consultant shall have
the obligation to assign rights to any invention for which he/she is an inventor
(sole or joint) to Licensor. Licensee shall have a right of first refusal to
acquire an exclusive license for such inventions which result directly and
solely from the consulting arrangement under terms to be negotiated between the
parties in good faith.
VII. LIMITATION OF LIABILITY, INDEMNIFICATION, NEGATION OF WARRANTIES
7.01 Limitation of Liability. Licenser shall not be liable to Licensee, its
successors, assigns, affiliates or sub-licensees for any loss of profits, loss
of business, interruption of business, nor for indirect, special or
consequential damages of any kind whether under this Agreement or otherwise,
even if Licensor has been advised of the possibility of such loss.
7.02 Licensor's Patent Rights. Licensor hereby represents and warrants that, to
the best of its knowledge, it holds the exclusive right to license the Patent
Rights, free and clear of any and all liens, claims and encumbrances. Licensor
represents and warrants that it knows of no reason why any patents within Patent
Rights would be barred, unpatentable, invalid or unenforceable, that they are
not aware of any asserted or unassented claim or demand of any right in or to
any of the Patent Rights, including a claim or demand of inventorship by an
inventor that has not or will not transfer its rights to Licenser in due course,
and that they have disclosed all relevant information known to them regarding
the Patent Rights to Licensee.
7.03 No warranties. Except as set forth above, Licensor makes no representations
or warranties, expressly or impliedly, with respect to the Licensed Products,
Licensed Process, or Proprietary Rights. By way of example, but not of
limitation, Licensor makes no representations or warranties as to the safety,
medical efficacy, commercial utility, non-infringement, patentability or
validity of the Licensed Products, Licensed Process or Patent Rights. Licensor
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shall not be held to any liability with respect to any claim by a third party on
account of, or arising from, the use of the Licensed Products or Licensed
Process.
7.04 Indemnification. Licensee will defend, indemnify and hold Licensor and the
Technion, its subsidiaries, faculty, scientists, students, managers, directors
officers, employees and agents (collectively the "Indemnified Parties") harmless
against any and all liability, loss, damage, claim or expense (including
attorney's fees) (collectively the "'Indemnified Losses") arising out of or in
connection with any use, sale or other disposition by Licensee, its Affiliates,
sub-licensees, vendors, customers or other third parties of the Licensed
Products, Licensed Process, or Biological Materials. As examples, and in no way
limiting the generality of the foregoing, Licensee will indemnify, hold
harmless, and defend the Indemnified Parties against any and all of the
following claims (i) claims by or on behalf of a human subject of any clinical
trial or study, (ii) claims arising from failure to comply with all governmental
regulations or failure to obtain any required license, clearance or other
approval necessary to use, market or sell the Licensed Products or Licensed
Process, (iii) product liability claims of any nature, and (iv) claims by a
third party that Licensee's, its Affiliate's or its Sub-licensee's manufacture,
use, sale or other disposition of the Licensed Products, Licensed Processes, or
Biological Material violates any patent, copyright, trademark, other proprietary
or property rights of such third party. This indemnity shall survive termination
or expiration of this Agreement.
7.05 Insurance. Licensee shall maintain insurance in type and amount considered
to be reasonable and prudent given the types of risks involved in the
development, pre-commercialization and commercialization of the Licensed
Products and Licensed Process. The liability limits on such insurance shall be
reasonable for the risks involved.
VIII. CONFIDENTIALITY
8.01 Confidentiality. The Recipient (as defined below) shall keep confidential
and shall use only as set forth herein during the term of this Agreement and
thereafter all Technical Information, Biological Material, and any other
information supplied by or on behalf of a party (the "Disclosing party") with
the exception of (a) information and materials in the public domain through no
act of Recipient, (b) information known to Recipient at the time of receipt
thereof
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from Licensor, and (c) information disclosed to Recipient by a third party with
no obligation of confidentiality to the Disclosing party. In addition,
disclosure may be made (i) to governmental agencies to the extent required or
desirable to secure governmental approval for the marketing of Licensed Products
and Licensed Process or otherwise required by law, (ii) to pre-clinical and
clinical investigators where necessary or desirable for their information to the
extent normal and usual in the custom of the trade, and (iii) to Sub-licensees
to the extent necessary and under a secrecy agreement with essentially the same
confidentiality provisions contained herein.
8.02 Publicity. No public announcement concerning the existence or the terms of
this Agreement shall be made, either directly or indirectly, by either party,
except as may be legally required by applicable laws, regulations, or judicial
order, without first obtaining the approval of other party and agreement upon
the nature, text, and timing of such announcement, which approval and agreement
shall not be unreasonable withheld, provided however, it shall not be
unreasonable for License to withhold permission to use the name of the Licensee
or its sublicensees. The party desiring to make any such public announcement
shall provide the other party with a written copy of the proposed announcement
in sufficient time prior to public release to allow such other party to comment
upon such announcement, prior to public release. Neither parry shall issue any
press release or make any public announcement which included or otherwise uses
the name of the party in any public statement or document except with the prior
written consent of such party.
IX. TERMINATION
9.01 Term. The term of this Agreement and the rights and licenses granted
hereunder shall commence an October 17, 1996 and shall continue until expiration
of the last to expire of the patents within the Patent Rights, unless this
Agreement shall be earlier terminated
9.02 Failure to Pay. If Licensee shall at any time default in the payment of any
royalty or other payment obligation or shall commit any material breach of any
covenant or agreement herein contained or shall make any false report and shall
fail to remedy any such default or material breach within sixty (60) days after
receipt by Licensee of written notice thereof by Licensor, Licensor may, at its
option, cancel this agreement and revoke the rights and licenses
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herein granted, by notice in writing to such effect, but such act shall not
prejudice the right of Licensor to recover any royalty or other sums due prior
to the time of such cancellation, it being understood, however, that if within
sixty (60) days after receipt of any such notice Licensee shall have rectified
its default, then the rights and licenses herein granted shall remain in force
as if no breach or default had occurred on the part of Licensee.
9.03 Insolvency. If Licensee becomes insolvent or bankrupt, makes any assignment
for the benefit of creditors, fails generally to pay its debts as they become
due, is adjudged bankrupt, or if a receiver, custodian, or trustee of Licensee's
property or a mayor part of Licensee's property is appointed, or if any other
proceeding for relief under any bankruptcy law or similar law for the relief of
debtors is instituted by or against Licensee and, if instituted against
Licensee, is consented to or not dismissed within sixty (60) days after such
institution, then this Agreement and the licenses herein granted shall thereupon
automatically terminate.
9.04 Termination by Licensee. Licensee shall have a unilateral right to
terminate this Agreement by providing sixty (60) days prior written notice to
Licensor, but such act shall not prejudice the right of Licensor to recover
any royalty or other sums which accrued prior to the date of termination,
including reimbursement for the authorized parent costs set forth in
paragraph 5.01. Within ten (10) days of notifying Licensor of said
termination, Licensee will pay to Licensor a termination fee of thirty
thousand dollars ($30,000).
9.05 No Waiver. The right of either party to terminate this Agreement as
hereinabove provided shall not be affected in any way by its waiver of, or
failure to take action with respect to, any previous failure to perform
hereunder.
9.06 Rights Upon Termination. Upon termination of this Agreement, Licensee and
its Affiliates shall have the right, *** following such date of termination, to
dispose of Licensed Products completed or substantially completed on the date of
termination and to complete orders, outstanding on such date of termination, for
Licensed Products. Royalties shall be paid to Licensor with respect to such
permitted sales of Licensed Products following such date of termination as
though such termination had not occurred. Any sublicenses granted by Licensee
shall provide for the termination of the sublicense, or the conversion to a
license.
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directly between such sublicensees and Licensor, at the option of the
sublicensee, upon termination this Agreement as provided herein.
X. NOTICE
10.1 All reports, communications, requests or notices required or permitted by
this Agreement to be given to a party shall be in writing and shall be deemed to
be duly given is mailed by certified or registered mail, or delivered by Post
Office Express Mail, Federal Express, DHL, or other express mail carrier, to the
party concerned at its address as set forth on page 1 hereof with a copy to be
mailed as follows:
Notice to Licensor (copy to): Notice of Licensee (copy to):
----------------------------- -----------------------------
Xxxxxxxx X. Xxxxx Xxxxxxxx X. Xxxx
Xxxxxx, Cohere, Xxxxxxx & Xxxxx. P.C. Lyon & Lyon
The Farragut Building, 10th Floor 0000 Xxxxxxxxx Xxxxxx, Xxx. 000
000 00xx Xxxxxx, X.X., Xxxxx 0000 Xx Xxxxx, XX 00000
Xxxxxxxxxx, X.X. 00000
10.2 Severability. If any provision of this Agreement is deemed illegal or
unenforceable, the remainder of the provisions of the agreement shall not be
affected thereby.
10.3 No Partnership, Joint Venture or Agency. Nothing herein contained shall be
construed to constitute the parties hereto as partners or as joint venturers, or
as agent of the other and Licensee shall have no power to obligate or bind
Licensor in any manner whatsoever in its relationships with Licensee's
suppliers, contractors, customers, employees, agents, or otherwise. Licensor is
a corporation formed under the laws of the State of Israel and Licensor shall
have no liability for any action, inaction, agreement of Licensee.
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XI. MISCELLANEOUS
11.01 Adjudication and Governing Law. Any suit and/or proceeding relating to the
construction, performance, or effect of this Agreement (other than patent
infringement or validity disputes) will be brought and prosecuted only in the
county of the party against whom that suit and/or proceeding is instituted. This
Agreement shall be governed in all respects in accordance with the laws of the
State of California USA (other than for patent infringement or validity
disputes). Patent infringement or validity disputes shall be adjudicated in a
court having competent jurisdiction in the country in which the disputed patent
issued.
11.02 No Waiver. A waiver by either party of a breach or violation of any
provision of this Agreement will not constitute or be construed as a waiver of
any other breach or violation of this Agreement.
11.03 Entire Agreement. This Agreement embodies the entire understanding of the
parties relating to the subject matter hereof and supersedes all prior
understandings and agreements. No modification or amendment of this Agreement
shall be valid or binding except if in writing signed by each of the parties.
11.04 No Assignment. Neither this Agreement nor any rights granted hereunder,
shall be assignable by any party hereto without prior written consent of the
other party; provided however, that Licensee may assign this Agreement
without the consent of the Licensor (i) to its Affiliates, if Licensee
guarantees the full performance of its Affiliates' obligations hereunder,
(ii) to Schering AG or (iii) in connection with the sale or transfer of all
or substantially all of its assets, whether by merger, sale of stock,
operations of law or otherwise. Any purported assignment in contravention of
this section shall, at the option of the non-assigning party, be null and
void and of no effect.
11.05 Headings. Any headings and captions used in this Agreement are for
convenience and reference only and are not a part of this Agreement.
11.06 Construction. The parties acknowledge that this Agreement has been the
subject of full opportunity for negotiation and amendment and that the party who
has taken the role of drafter shall not suffer any adverse construction of any
terms or language of this Agreement because of such role.
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11.07 Multiple Products. A dispute as to whether a product made, used or sold by
Licensee is a Licensed Product will not cause termination of this Agreement with
respect to a different product made, used, or sold by Licensee if both parties
agree that said different product is a Licensed Product.
11.08 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and such
counterparts together shall constitute one agreement.
11.09 Initial patentability analysis. It is the sole responsibility of the
Licensee, within *** of the Effective Date, to determine to its satisfaction the
patentability and scope of Patent Rights, and Licensee may terminate this
agreement within *** of the Effective Date if it not satisfied with said
patentability and scope with no obligation to pay the termination fee set forth
in section 9.04 and without any claims or demands for any of the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this License
Agreement as of the date written.
Dimotech. Ltd.
By: /s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
Title: Managing Director
Date: Oct 18 96
Inventor
By: /s/Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Date: Nov 1, 1996
Collateral Therapeutics, Inc.
By: /s/ Xxxx X. Xxxxx, Ph.D.
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Xxxx Xxxxx
Title: President and CEO
Date: Oct. 28, 1996
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