CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.*** DEVELOPMENT AGREEMENT
EXHIBIT
10.38.5
CONFIDENTIAL
TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF
THIS
DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
FILED
WITH THE COMMISSION.***
THIS
DEVELOPMENT AGREEMENT
(this
“Agreement”)
is
entered into and effective as of this 8th day of September, 2005 (the
“Effective
Date”),
by
and between KING PHARMACEUTICALS, INC., a Tennessee corporation (“King”),
and
INYX, INC., a Nevada corporation (“Inyx”).
WHEREAS,
King
owns certain technology and proprietary materials related to the drugs Intal
and
Tilade;
WHEREAS,
Inyx is
a developer and manufacturer of pharmaceutical aerosol products; and
WHEREAS,
the
parties have entered that certain Collaboration Agreement, dated as of the
date
hereof (the “Collaboration
Agreement”),
for
the purpose of pursuing a collaboration relating to the development, marketing,
and promotion of Products (as defined herein);
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS
1.1 Definitions.
(a)
Unless
otherwise specifically defined in this Agreement, each capitalized term used
herein will have the meaning assigned to such term in the Collaboration
Agreement.
(b) In
addition to the terms defined elsewhere herein, as used in this Agreement,
the
following terms have the meanings specified below when used in this Agreement:
“Agreement”
means
this Agreement, together with all appendices, exhibits, and schedules referenced
herein or attached hereto, and as the same may be amended or supplemented
from
time to time hereafter pursuant to the provisions hereof.
“Approved
New Product”
has the
meaning set forth in Section 4.2.
“Collaboration
Agreement”
has the
meaning set forth in the recitals.
“development”
or
“develop”
means,
with respect to a Product or Excluded New Product, all research, preclinical,
pharmaceutical, and clinical activities and other activities undertaken in
order
to obtain Regulatory Approval of such Product or Excluded New Product, including
all preclinical and clinical drug development activities, research, test
method
development and stability testing, toxicology, animal studies, statistical
analysis and report writing, clinical trial design and performance prior
to
obtaining Regulatory Approvals, and regulatory affairs related to the foregoing.
“development”
will
also include relevant formulation, process development, manufacturing,
manufacturing scale-up, current Chemistry and Manufacturing Controls section
of
an IND, development-stage manufacturing, quality assurance, and quality control
development.
CONFIDENTIAL
TREATMENT
“Effective
Date”
has the
meaning set forth in the recitals.
“Excluded
New Product”
has the
meaning set forth in Section 4.2.
“Excluded
New Product Costs”
has the
meaning set forth in Section 4.4(b).
“Excluded
Patent Costs”
has the
meaning set forth in Section 4.4(a).
“Excluded
Product Notice”
has the
meaning set forth in Section 4.3(a).
“Excluded
Regulatory Costs”
has the
meaning set forth in Section 4.4(b).
“Good
Clinical Practices”
means
the international ethical and scientific quality standards for designing,
conducting, recording, and reporting trials that involve the participation
of
human subjects. Good Clinical Practices are established through FDA guidances
(including ICH E6).
“Good
Laboratory Practices”
means
the minimum standards for conducting nonclinical laboratory studies that
support
or are intended to support applications for research or marketing permits
for
products regulated by the FDA, including food and color additives, animal
food
additives, human and animal drugs, medical devices for human use, biological
products, and electronic products. Good Laboratory Practices are established
through FDA regulations (including 21 CFR Part 58), FDA guidances, FDA current
review and inspection standards, and current industry standards.
“Good
Manufacturing Practices”
means
the minimum standards for methods to be used in, and the facilities or controls
to be used for, the manufacture, processing, packing, or holding of a drug
to
assure that such drug meets the requirements of the Federal Food, Drug and
Cosmetic Act of 1938, as amended, as to safety, and has the identity and
strength and meets the quality and purity characteristics that it purports
or is
represented to possess. Good Manufacturing Practices are established through
FDA
regulations (including 21 CFR Parts 210-211), FDA guidance, FDA current review
and inspection standards, and current industry standards.
“Intal
HFA Documentation”
has the
meaning set forth in Section 5.1.
“Inyx”
has the
meaning set forth in the recitals.
CONFIDENTIAL
TREATMENT
2
“King”
has the
meaning set forth in the recitals.
“New
Product Report”
has the
meaning set forth in Section 4.1.
“Offer
Notice”
has the
meaning set forth in Section 4.3(d).
“Plan
of Execution”
has the
meaning set forth in Section 5.2(a)(i).
“Term”
has the
meaning set forth in Section 7.1.
*
* *
.
“Unmarketed
Excluded New Product”
has the
meaning set forth in Section 4.3(c).
1.2 Interpretation.
When a
reference is made in this Agreement to Articles, Sections, Exhibits, or
Schedules, such reference will be to an Article or Section of or Exhibit
or
Schedule to this Agreement unless otherwise indicated. The headings contained
in
this Agreement are for reference purposes only and will not affect in any
way
the meaning or interpretation of this Agreement. Whenever the words
“include,”“includes,” or “including” are used in this Agreement, they will be
deemed to be followed by the words “without limitation.” Unless the context
otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii)
words in the singular include the plural and vice versa, and (iii) the use
in
this Agreement of a pronoun in reference to a party hereto includes the
masculine, feminine, or neuter, as the context may require. The Schedules
and
Exhibits hereto will be deemed part of this Agreement and included in any
reference to this Agreement. This Agreement will not be interpreted or construed
to require any Person to take any action, or fail to take any action, if
to do
so would violate any applicable law.
2. Development
RIGHTS
2.1 License.
The
parties acknowledge and agree that during the Term the license granted to
Inyx
under Section 4.1 of the Collaboration Agreement will include a non-exclusive
right to perform development work with respect to the Technology and Patent
Rights in the Territory, subject to the terms of this Agreement and the
Collaboration Agreement.
2.2 Technical
Reports.
Inyx
will keep the AMC fully informed about the status of Inyx’s development work
hereunder, including furnishing the AMC with regular reports relating to
such
work. In particular, without limitation, Inyx will (a) provide periodic reports
in reasonable detail to the AMC each Calendar Quarter and as requested from
time
to time by the AMC; (b) provide, upon request, King with access to, and copies
of, all Improvements arising out of such development work; (c) provide King
with
copies of all materials furnished to the AMC and such other information
concerning such development work as King may reasonably request; and (d)
from
time to time consult with King, upon request, with respect to Inyx’s development
work hereunder.
CONFIDENTIAL
TREATMENT
3
3. Improvements
3.1 Ownership
of Improvements.
As
provided in Article 5 of the Collaboration Agreement, King will own all right,
title, and interest on a worldwide basis in and to any and all Improvements,
including all Improvements developed pursuant to Inyx’s exercise of its rights
hereunder.
3.2 Improvements
Disclosure and Generally.
As
provided in Article 5 of the Collaboration Agreement, Inyx will promptly
provide
the AMC with written notice concerning all Improvements conceived, made,
or
developed during the Term.
3.3 Record
Keeping.
During
the Term, Inyx will maintain records regarding its development work in
sufficient detail and in accordance with Good Laboratory Practice, Good Clinical
Practice, and Good Manufacturing Practice and as will properly reflect and
document, in a manner appropriate for purposes of supporting the filing of
potential patent applications and the filing and obtaining of all Regulatory
Approvals, all work done and results achieved in the performance of Inyx’s
development work hereunder (including all data in the form required under
any
applicable laws). All such records will be deemed Improvements. Inyx hereby
grants King the right to inspect and copy such records to the extent King
deems
necessary for the performance of its obligations or exercise of its rights
under
the Collaboration Documents.
4. New
Products
4.1 *
* *
4.2 *
* * .
4.3 *
* *
4.4 *
* *
5. Development
of HFA Products
5.1 Development
of Intal HFA Documentation.
Inyx
will prepare, and provide to King, all documentation necessary for King to
make
all required Regulatory Filings with all Regulatory Authorities with respect
to
Intal HFA in connection with the development and manufacturing of such Product,
including documentation necessary to support any responses to questions raised
by the applicable Regulatory Authority with respect to such filings (such
documentation, collectively the “Intal
HFA Documentation”).
5.2 Intal
HFA Payments.
(a)
In
consideration for the development of the Intal HFA Documentation, King will
make
the following payments to Inyx in connection with obtaining FDA approval
of
Intal HFA in accordance with the following schedule:
(i) ***
to be
paid upon submission by Inyx to King of a detailed plan of execution for
such
FDA approval (the “Plan
of Execution”),
which
plan must be reasonably acceptable to King and must describe in sufficient
detail milestones for achieving such approval and a timetable for such
achievement;
CONFIDENTIAL
TREATMENT
4
(ii) ***
to be
paid upon submission by Inyx to King of a detailed status report reasonably
acceptable to King setting forth Inyx’s achievement of at least certain
milestones set forth in the Plan of Execution. The selection of which milestones
must be achieved for Inyx to be entitled to such payment will be established
by
the AMC following King’s acceptance of the Plan of Execution. Notwithstanding
successful completion of the milestone described in this clause (ii), this
payment will in no event become due sooner than *** following completion
of the
milestone giving rise to the first payment described in clause (i);
(iii) ***
to be
paid upon submission of the chemistry, manufacturing, and controls (CMC)
sections for the Intal HFA for filing with the FDA, in a form mutually
acceptable to King and Inyx;
(iv) ***
to be
paid upon receipt of approval of Intal HFA from the FDA; and
(v) ***
to be
paid upon release of Intal HFA commercially.
(b) Subject
to Section 5.2(a)(ii), all payments from King to Inyx pursuant to this Section
5.2 will be due within thirty (30) days of King’s receipt of Inyx’s invoice
therefor. All payments due hereunder will be sent to Inyx by wire transfer
of
funds via the Federal Reserve Wire Transfer System to ***, or such other
financial institution as Inyx may designate to King in writing from time
to time
in accordance with Section 9.1 hereof. King will notify the following person
prior to the value date of each wire transfer, or such other person as Inyx
may
designate to King from time to time in accordance with Section 9.1
hereof:
Xx.
Xxxx
Xxxxxxxxxx, Vice President of Finance
Inyx,
Inc.
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxx.xxxxxxxxxx@Xxxxxxx.xxx
(c) Neither
King’s payments pursuant to this Section 5.2 nor Inyx costs associated with the
development of the Intal HFA Documentation pursuant to Section 5.1 will be
deemed Collaboration Costs.
5.3 *
* * .
6. CERTAIN
MATTERS
6.1 *
* *
CONFIDENTIAL
TREATMENT
5
6.2 *
* *
7. TERM
AND TERMINATION
7.1 Term
of Agreement.
The
term of this Agreement (the “Term”)
will
commence as of the Effective Date hereof and will continue until the later
of
December 31, 2015 and the last date on which any Approved New Product is
sold,
unless terminated sooner or extended as provided below.
7.2 Termination
by Either Party. (a)
Each
party will have the right to terminate this Agreement at any time upon written
notice to the other party, if such other party breaches in a material way
any of
the representations, warranties, covenants, or agreements set forth in this
Agreement or otherwise materially defaults in the performance of any of its
duties or obligations under this Agreement, which breach or default is not
cured
within sixty (60) days after written notice is given to the breaching party
specifying the breach or default.
(b) Each
party may, by written notice delivered to the breaching party, terminate
this
Agreement if there are two or more similar or substantially similar material
breaches of this Agreement by the breaching party within any 12-month period,
which termination will be effective thirty (30) days following such written
notice; provided, however, that any failure of a non-breaching party to exercise
this termination right with respect to certain breaches will not be deemed
a
waiver of the ability of such non-breaching party to exercise this right
upon
any subsequent breach.
(c) To
the
extent permitted by law, each party will have the right to terminate this
Agreement immediately upon notice to the other party, if such other party
is
declared bankrupt or insolvent, if there is an assignment for the benefit
of
creditors, or if a receiver is appointed or proceedings commenced (and not
dismissed within sixty (60) days), voluntarily or involuntarily, under any
bankruptcy or similar law.
(d) Each
party will have the right to terminate this Agreement at any time, at will,
upon
one (1) year’s prior written notice to the other party.
7.3 Termination
of Collaboration Agreement.
In the
event of the termination or expiration of the Collaboration
Agreement,
(a) Inyx’s
license to perform development work with respect to the Technology and Patent
Rights, as described in Section 2.1, will automatically be
terminated;
(b) *
* *
(c) King
will
assume all oversight responsibilities previously granted to the AMC under
this
Agreement, including Section 8.1, and all obligations of Inyx to provide
notices
to the AMC or generally to keep the AMC informed will be converted into
obligations to provide notices to King or generally to keep King
informed.
CONFIDENTIAL
TREATMENT
6
Furthermore,
at such time as Inyx has fulfilled its obligations under Article 5, this
Agreement will automatically terminate.
7.4 Termination
by King. (a)
Subject
to the terms of Section 7.4(b) below, King will have the right to terminate
this
Agreement immediately upon written notice to Inyx if there is a Change of
Control of Inyx.
(b) *
* *
.
7.5 Effects
of Termination. (a)
Neither
the termination nor expiration of this Agreement will release or operate
to
discharge either party from any liability or obligation that may have accrued
prior to such termination or expiration. Any termination of this Agreement
as
provided herein will not be an exclusive remedy but will be in addition to
any
remedies whatsoever that may be available to the terminating party.
(b) Notwithstanding
the giving of any notice of termination pursuant to this Article 7, each
party
will continue to fulfill its obligations under this Agreement at all times
until
the effective date of any such termination.
7.6 Actions
Upon Termination.
Upon
the termination or expiration of this Agreement for any reason,
(a) Inyx
will
immediately cease all development work hereunder;
(b) Inyx
will
deliver to King all Improvements and all documents, material, data, records,
analyses, and information related thereto, including all records described
in
Section 3.3 hereof; provided that Inyx may retain copies of the foregoing
to the
extent consistent with Inyx’s rights and obligations under the other
Collaboration Documents then in effect; and
(c) *
**
.
7.7 Survival.
The
provisions of Articles 3, 6, 7, 8, and 9 and Section 4.3(c) (but only to
the
extent of ongoing royalty obligations applicable pursuant to Section 7.6(c))
will survive any expiration or termination of this Agreement.
7.8 Payments
Upon Termination. (a)
The
expiration or termination of this Agreement pursuant to this Article 7 will
not
release either party from any obligation to pay to the other party any amounts
accrued under Article 4 of this Agreement in connection with activities
completed, Excluded New Product Costs accrued, and Net Sales realized with
respect to the period prior to the effective date of such expiration or
termination.
(b) Within
thirty (30) days after the expiration or termination of this Agreement, each
party will provide to the AMC and the other party (i) a reasonably
detailed
statement of Collaboration Costs or Excluded New Product Costs incurred by
such
party pursuant to the terms of this Agreement during the period of
January 1 of the Calendar Year in which such expiration or termination
occurs through the effective date of such expiration or termination; and
(ii) any final reports with respect to Net Sales of Unmarketed Excluded
New
Products during such period.
CONFIDENTIAL
TREATMENT
7
(c) Within
thirty (30) days after receipt of such information from King and Inyx, the
AMC
will determine the net amounts due and or payable by Inyx and King, and such
amounts will be paid by the parties within thirty (30) days after such AMC
determination.
8. Collaboration
Agreement
8.1 AMC
and Dispute Resolution. (a)
The
parties acknowledge and agree that the provisions with respect to the AMC
in
Article 2 of the Collaboration Agreement, including the dispute resolution
provisions in Section 2.7 of the Collaboration Agreement, will apply with
respect to the parties activities under this Agreement.
(b) In
addition to the specific matters addressed in the Collaboration Agreement
and
elsewhere in this Agreement, and subject to the other provisions of the
Collaboration Documents, including King’s final decision-making authority, as
set forth in Section 2.7(c) of the Collaboration Agreement, during the Term,
the
AMC will have oversight and approval with respect to the following:
(i) the
progress of Inyx in the conduct of its development work hereunder;
and
(ii) the
scope
and format of pre-clinical and clinical studies and materials.
8.2 Recordkeeping
and Audits.
The
parties acknowledge and agree that the provisions governing recordkeeping
and
audit rights contained in Article 10 of the Collaboration Agreement will
apply
with respect to the parties activities under this Agreement and are incorporated
herein.
8.3 Confidentiality.
The
parties acknowledge and agree that the confidentiality obligations set forth
in
Section 12 of the Collaboration Agreement are incorporated herein in their
entirety.
8.4 Indemnification
and Insurance.
The
parties acknowledge and agree that the provisions governing indemnification
and
insurance contained in Article 13 of the Collaboration Agreement will apply
with
respect to the parties activities under this Agreement and are incorporated
herein.
8.5 *
* * .
9. MISCELLANEOUS
PROVISIONS
9.1 Notices. Except
as
otherwise specifically provided herein, any notice or other documents to
be
given under this Agreement will be in writing and will be deemed to have
been
duly given if sent by registered post, nationally recognized overnight courier,
or confirmed facsimile transmission to a party (followed by hard copy by
mail),
or delivered in person to a party at the address or facsimile number set
out
below for such party or such other address as the party may from time to
time
designate by written notice to the other:
CONFIDENTIAL
TREATMENT
8
If
to
King:
King
Pharmaceuticals, Inc.
000
Xxxxx
Xxxxxx
Xxxxxxx,
Xxxxxxxxx 00000
Attn:
President
Facsimile:
(000) 000-0000
with
a
copy to:
King
Pharmaceuticals, Inc.
000
Xxxxx
Xxxxxx
Xxxxxxx,
Xxxxxxxxx 00000
Attn:
Executive Vice President and General Counsel
Facsimile:
(000) 000-0000
and
Xxxxx
Day
000
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx X. Xxxxxx, Esq.
Facsimile:
(000) 000-0000
If
to
Inyx:
Inyx,
Inc.
000
Xxxxx
Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Chairman and CEO
Facsimile:
(000) 000-0000
CONFIDENTIAL
TREATMENT
9
with
a
copy to:
Xxxxxxx
Xxxxx LLP
10th
Floor, 00000-000 Xxxxxx
Xxxxxxxx,
Xxxxxxx
Xxxxxx
X0X 0X0
Attn:
Xxxx X. Xxxxxxxxxx, Q.C.
Facsimile:
(000) 000-0000
Any
such
notice or other document will be deemed to have been received by the addressee
three (3) business days following the date of dispatch of the notice or other
document by post or, where the notice or other document is sent by overnight
courier, by hand, or is given by facsimile, simultaneously with the transmission
or delivery thereof.
9.2 Assignment.
Inyx
may not assign or otherwise transfer this Agreement or any interest herein
or
right hereunder without the prior written consent of King, and any such
purported assignment, transfer, or attempt to assign or transfer any interest
herein or right hereunder will be void and of no effect. King may freely
assign
and otherwise transfer this Agreement or any interest herein or right hereunder
without Inyx’s consent. Subject to the foregoing, this Agreement will be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
9.3 Governing
Law.
This
Agreement will be construed under and in accordance with, and governed in
all
respects by, the laws of the State of New York, without regard to its conflicts
of law principles.
9.4 Non-Waiver.
The
failure of either party to enforce or to exercise, at any time or for any
period
of time, any term of or any right arising pursuant to this Agreement does
not
constitute, and will not be construed as, a waiver of such term or right,
and
will in no way affect that party’s right later to enforce or exercise such term
or right.
9.5 Entire
Agreement.
This
Agreement, together with the other Collaboration Documents, contains all
of the
terms agreed to by the parties regarding the subject matter hereof and thereof
and supersede any prior agreements, understandings, or arrangements between
them, whether oral or in writing. This Agreement may not be amended, modified,
altered, or supplemented except by means of a written agreement or other
instrument executed by both of the parties hereto. No course of conduct or
dealing between the parties will act as a modification or waiver of any
provisions of this Agreement.
9.6 Consent
to Jurisdiction.
Each of
the parties hereby submits to the exclusive general jurisdiction of the courts
of the State of New York and the courts of the United States of America for
the
Eastern District of New York in any action or proceeding arising out of or
relating to this Agreement and to the jurisdiction of the appellate courts
to
which appeals are required to be taken from any of the foregoing. Each of
the
parties waives any defense of inconvenient forum to the maintenance of any
such
action or proceeding. Any party may make service on any other party by sending
or delivering a copy of the process to the party to be served at the address
and
in the manner provided for the giving of notices in Section 9.1 above. Nothing
in this Section 9.6, however, will affect the right of any party to serve
legal
process in any other manner permitted by law or equity.
CONFIDENTIAL
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10
9.7 Equitable
Relief.
Each
party acknowledges that a breach by it of the provisions of this Agreement
cannot reasonably or adequately be compensated in damages in an action at
law
and that such a breach may cause the other party irreparable injury and damage.
By reason thereof, each party agrees that the other party is entitled to
seek,
in addition to any other remedies it may have under this Agreement or otherwise,
preliminary and permanent injunctive and other equitable relief to prevent
or
curtail any breach of this Agreement by the other party; provided, however,
that
no specification in this Agreement of a specific legal or equitable remedy
will
be construed as a waiver or prohibition against the pursuing of other legal
or
equitable remedies in the event of such a breach. Each party agrees that
the
existence of any claim, demand, or cause of action of it against the other
party, whether predicated upon this Agreement, or otherwise, will not constitute
a defense to the enforcement by the other party, or its successors or assigns,
of the covenants contained in this Agreement.
9.8 Severability.
In the
event that any of the provisions or a portion of any provision of this Agreement
is held to be invalid, illegal, or unenforceable by a court of competent
jurisdiction or a governmental authority, such provision or portion of provision
will be construed and enforced as if it had been narrowly drawn so as not
to be
invalid, illegal, or unenforceable, and the validity, legality, and
enforceability of the enforceable portion of any such provision and the
remaining provisions will not be adversely affected thereby.
9.9 Relationship
of the Parties.
The
parties hereto are acting and performing as independent contractors, and
nothing
in this Agreement creates the relationship of partnership, joint venture,
sales
agency, or principal and agent. Neither party is the agent of the other,
and
neither party may hold itself out as such to any other party. All financial
obligations associated with each party’s business will be the sole
responsibility of such party.
9.10 Counterparts.
This
Agreement will become binding when any one or more counterparts hereof,
individually or taken together, will bear the signatures of each of the parties
hereto. This Agreement may be executed in any number of counterparts, each
of
which will be deemed an original as against the party whose signature appears
thereon, but all of which taken together will constitute but one and the
same
instrument.
9.11 Force
Majeure.
Neither
party will be liable to the other party for any failure to perform as required
by this Agreement if the failure to perform is due to circumstances reasonably
beyond such party’s control including acts of God, civil disorders or
commotions, acts of aggression, fire, explosions, floods, drought, war,
sabotage, embargo, utility failures, material shortages, a national health
emergency, or appropriations of property. A party whose performance is affected
by a force
majeure
event
will take prompt action using its reasonable best efforts to remedy the effects
of the force
majeure
event.
If, as a result of a force
majeure
event, a
party is unable to fully perform its obligations hereunder for any consecutive
period of one hundred eighty (180) days, the other party will have the right
to
terminate this Agreement, upon providing written notice to the nonperforming
party, such termination to be effective thirty (30) days from the date of
such
notice.
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11
9.12 Interpretation.
The
parties hereto acknowledge and agree that: (a) each party and its
representatives have reviewed and negotiated the terms and provisions of
this
Agreement and have contributed to its revision; and (b) the terms and provisions
of this Agreement will be construed fairly as to each party hereto and not
in
favor of or against either party regardless of which party was generally
responsible for the preparation or drafting of this Agreement.
9.13 Further
Assurances.
Each of
Inyx and King agrees to duly execute and deliver, or cause to be duly executed
and delivered, such further instruments and do and cause to be done such
further
acts and things, including the filing of such additional assignments,
agreements, documents, and instruments, that may be necessary or as the other
party hereto may at any time and from time to time reasonably request in
connection with this Agreement or to carry out more effectively the provisions
and purposes of, or to better assure and confirm unto such other party its
rights and remedies under, this Agreement.
9.14 Third
Party Beneficiaries.
This
Agreement is not intended to confer upon any non-party rights or remedies
hereunder, except as may be received or created as part of a valid
assignment.
9.15 Use
of Party’s Name.
Except
as expressly provided or contemplated hereunder and except as otherwise required
by applicable law, no right is granted pursuant to this Agreement to either
party to use in any manner the trademarks or name of the other party, or
any
other trade name, service xxxx, or trademark owned by or licensed to the
other
party in connection with the performance of the Agreement. Notwithstanding
the
above, either party will be permitted to use the other party’s name and marks,
as may be required under applicable law, in connection with securities or
other
public filings.
CONFIDENTIAL
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12
IN
WITNESS WHEREOF, the parties have duly executed this Development Agreement
as of
the first date written above.
| KING PHARMACEUTICALS, INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxx | |
|
Xxxxx Xxxxxxxx |
||
| President and CEO | ||
| INYX, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxx | |
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Xxxx Xxxxxxx |
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| Chairman and CEO | ||
CONFIDENTIAL
TREATMENT
13
