Exhibit 10.14
TERMINATION OF LICENCE AGREEMENT
By and Between
THE UNIVERSITY OF BIRMINGHAM of Xxxxxxxxx, Xxxxxxxxxx X00 0XX (hereinafter the
"University")
and
INTRACELL VACCINE LIMITED, registered in the Isle of Man number 092993C with
registered address IOMA House, Hope Street, Xxxxxxx. Isle of Man, IMI 1AP
(hereinafter "Intracell")
and
VACCINE REASEARCH TRUST OF 00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx X00 0XX,
registered with the Charities Commision, number 326276 (hereinafter "VCT")
WHEREAS
A) The University has licensed its HIV vaccine (the "Vaccine") to Intracell
under a licence agreement dated November 5, 1998 ("the agreement"); and
B) Intracell sub-licensed its rights under the Agreement to HIV_VAC Inc;
and
C) Both Intracell and HIV-VAC Inc are unable to comply with the minimum
royalty conditions and the patent costs reimbursement conditions of the
Agreement and are also unable to attract financing to commercialise the
Vaccine
It is now agreed as follows:
1) Intracell agrees to give up any rights that it might have in the
Vaccine, and return those rights to the University PROVIDED Intracell
terminates any sub-licences currently in force, and in particular, the
sub-licence to HIV-VAC Inc.
2) The University accepts the return of those rights and will waive any
amounts that might be due under the licence agreement PROVIDED that;
- Intracell uses reasonable endeavours to recover patent costs
incurred by the University acting through its agent Birmingham
Research Development Ltd (Approximately 25,000) and not yet
reimbursed by Intracell from HIV-VAC Inc and passes any monies
recovered to the University; and
- If Intracell fails to recover such monies, VCT will, in good faith,
attemot to pay those monies to the University in the eventVCT raises
sufficient money to further develop the HIV vaccine and
- Intracell indemnifies and holds harmlass the |University against any
claims from Intacell's sun-licencess(s)
3) The Univesrity will be free to enter into a licence agreement with any
other interested party, including, without limitation, VCT.
4) The effective date of this agreement is 1st December 2007
AGREED BY THE PARTIES through their authorised signatories:
For and on behalf of THE UNIVERSITY OF BIRMINGHAM
/s/ B Ball Xxxxxxx Xxxx
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Signed Name
Acting Registrar & Secretary 6 June 2008
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Title Date
For and on behalf of INTRACELL VACCINES LIMITED
/s/ K Xxxxxx Xxxxx Xxxxxx
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Signed Name
Director 24 March 2008
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Title Date
For and on behalf of VACCINE RESEARCH TRUST
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/s/ G Xxxxxxx Xxxxxx X X Xxxxxxx
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Signed Name
Trustee 24 March 2008
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Title Date
