EXHIBIT 10.39
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (this "AGREEMENT") entered into as of the 14th
day of October, 2005 by and between MEMORY PHARMACEUTICALS CORP., a Delaware
corporation, having its principal place of business at 000 Xxxxxxx Xxxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 ("MEMORY"), and AMGEN INC., a Delaware corporation,
having its principal place of business at Xxx Xxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxx 00000 ("AMGEN").
Whereas, Memory owns all right title and interest in and to the patents
and patent applications set forth on Schedule 1 hereto (the "LICENSED PATENTS");
Whereas, Amgen and Memory are parties to that certain Collaboration and
License Agreement dated October 14, 2005 (the "LICENSE AGREEMENT");
Whereas, Memory desires to grant Amgen an exclusive license to the
Licensed Patents on the terms and conditions set forth in the License Agreement.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants contained herein and for other good and valuable consideration,
and intending to be legally bound, the parties hereby agree as follows:
1. Grant of License. Memory hereby grants Amgen an exclusive license to the
Licensed Patents for all uses, including prophylaxis, palliative, diagnostic,
and therapeutic, on the terms and conditions set forth in the License Agreement.
2. Further Assurances. Memory shall take all actions and execute all documents
necessary for Amgen to perfect its rights hereunder. Amgen shall reimburse
Memory for any out of pocket costs incurred in connection therewith.
3. Recordal. Amgen shall have the right to record this Agreement as necessary to
perfect its interest herein, including with the United States Patent and
Trademark Office and similar offices in other countries throughout the world.
IN WITNESS WHEREOF, the parties hereto have each caused a duly authorized
officer to sign this Agreement.
AMGEN INC. MEMORY PHARMACEUTICALS CORP.
By: /s/ Xxxxx X. Xxxxxxxxxx By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxxxxxxx, M.D., Ph.D. Name: Xxxxx X. Xxxxx
Title: Executive Vice President, Title: President & CEO
Research and Development
