10(a)
ASSIGNMENT AND LICENSE AGREEMENT
THIS ASSIGNMENT AND LICENSE AGREEMENT (the "Agreement") is
made as of the third day of December, 1997, between 1266417 Ontario Limited, an
Ontario corporation with offices at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxx X0X 0X0 (hereinafter "NEWCO"), and Ion Pharmaceuticals, Inc., an
American corporation located at Suite 208, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx,
XX 00000-0000 (hereinafter "ION").
WHEREAS:
A. ION is the co-owner (together with the President and Fellows of
Harvard College ("HARVARD") and the Children's Medical Center Corporation
("CMCC")) of the patents and, patent applications listed in Appendix A, ("Patent
Rights") encompassing new chemical entities ("NCE's") and the use of the NCE's
in the treatment and diagnosis of cancer, Kaposi's sarcoma and actinic
keratosis.
B. NEWCO, a newly formed Ontario subsidiary of Imutec Pharma Inc.
("Imutec") in which ION is a shareholder through a shareholder agreement dated
December 3, 1997 between Imutec, NEWCO and ION (the "Shareholder Agreement"),
wishes to acquire ION's ownership interest in all the Patent Rights and ION
wishes to assign the same to NEWCO in exchange for certain payments (described
herein in Article 4) and a grant from NEWCO of an irrevocable, world-wide,
exclusive, fully paid-up license for the NCE's listed in Appendix B.
C. ION is party (the Licensee) to a license agreement dated August 22,
1994 between ION and HARVARD (the "License Agreement") which grants ION certain
rights in the Patent Rights, as well as rights HARVARD holds, if any, to "all
patentable and unpatentable technology, licensed products, compounds, devices,
models, things, know-how, methods, documents, materials, and all other
information" related to the Patent Rights.
D. NEWCO wishes to obtain a sublicense under the License Agreement
between ION and HARVARD referred to in clause C above, and ION is able to and
wishes to grant the same to NEWCO in exchange for certain payments as described
in the sub-license agreement appended to this Assignment Agreement as Appendix C
(the "Sub-license Agreement").
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and intending to be legally bound, NEWCO and ION agree as
follows:
ARTICLE 1
DEFINITIONS
The following terms, as used herein, shall have the following meanings:
1.01 "Lead Compounds" shall mean those compounds which have [Text Omitted] as
determined and selected by NEWCO from the NCEs.
1.02 "Patent Rights" shall mean ION's rights under any patents and patent
applications, as identified in Appendix A hereto. The "Patent Rights" also
include any continuation, continuation-in-part, extension, division, or
substitution to such applications and all patents which are re-issues,
re-examinations and registrations based thereon, as well as corresponding
applications and patents in other countries, to the extent that ION is an owner
or co-owner in such patent or patent application and the subject matter is
related to the Field of Use and entitled to the priority date of the parent
application, to the extent that ION is legally able to do so. The "Patent
Rights" expressly exclude any continuation, continuation-in-part, or division of
[Text Omitted].
1.03 "Field of Use" shall mean in the diagnosis and treatment of cancer, actinic
keratosis and Kaposi's Sarcoma.
1.04 "Licensed NCE's" shall mean those NCE's listed in Appendix B.
ARTICLE 2
ASSIGNMENT
2.01 ASSIGNMENT OF PATENT RIGHTS. Upon satisfaction of NEWCO's payment to ION of
the amounts specified in paragraph 4.01 (a) and (b), ION shall assign to NEWCO
the Patent Rights authorizing the release of Assignments in escrow as provided
for in Paragraph 2.02 and pursuant to the terms and conditions of the escrow
agreement set forth in Appendix D (the "Escrow Agreement"). ION agrees to
execute whatever formal assignment documents are required for all Patent Rights.
In recognition of ION's ownership of certain subject matter expressly excluded
in the definition of Patent Rights defined in Paragraph 1.02, NEWCO shall
execute whatever formal assignment documents that are required to ensure such
excluded Patent Rights are assigned to ION, if necessary.
2.02 To facilitate the transfer of the Assignments for the Patent Rights to
NEWCO, within five (5) days of the effective date of this Agreement, ION will
execute the Assignments in the form in Appendix E. The parties agree that the
executed Assignments shall be held in escrow by an escrow agent selected by ION
and reasonably acceptable to NEWCO. The terms and conditions of the Escrow
Agreement are set forth in Appendix D.
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2.03 In the event of a termination of this Agreement pursuant to Paragraph 9.01,
NEWCO will promptly assign back to ION all of the Patent Rights.
2.04 In the event of a termination of this Agreement pursuant to Paragraph 9.02
or Paragraph 9.03, within 30 days of the Default or Discontinuance, ION may
elect in writing to re-acquire the Patent Rights. If ION so elects, and upon
prompt payment by ION to NEWCO in accordance with the schedule provided in
Paragraph 9.04, NEWCO will promptly assign back to ION all of the Patent Rights,
as well as, all pre-clinical and clinical data, clinical trial protocols,
regulatory filings, research program reports and any other information related
to the Patent Rights. NEWCO agrees to execute whatever formal assignment
documents that are required by Ion to affect such assignment.
ARTICLE 3
LICENSE
3.01 NEWCO hereby grants to ION an exclusive, world-wide, irrevocable, fully
paid-up license to the NCE's listed in Appendix B to make, have made, use,
import, offer to sell, sell or otherwise commercialize outside the Field of Use.
NEWCO acknowledges and agrees that it does not reserve any rights in the NCE's
(listed in Appendix B) and their uses outside the Field of Use.
3.02 NEWCO hereby acknowledges and agrees that the license granted in this
Article 3 cannot be terminated by NEWCO and shall extend until the last to
expire of the Patent Rights, except if ION's activities or those activities of
any sublicensee of ION relating to the Licensed NCE's intrude, in any way, in
the Field of Use, whereby NEWCO may revoke the license granted in this Article
3, upon seven (7) days notice to ION.
ARTICLE 4
COMPENSATION FOR ASSIGNMENT OF PATENT RIGHTS
4.01 PAYMENTS BY NEWCO. In consideration for the assignment as set out in
Article 2, NEWCO will pay up to $1,350,000 U.S. to ION as follows:
a) $[Text Omitted] U.S. to be paid in two installments, the first
installment to be paid upon the execution of this Agreement, and the second
installment to be paid before [Text Omitted];
b) $[Text Omitted] U.S. in Imutec shares at a milestone on [Text
Omitted], with the number of shares to be determined based on the lower of (i)
the closing price of Imutec shares on June 10, 1998 and (ii) 150% of the closing
price of Imutec shares on the Closing Date (as defined in the Letter Agreement
between ION and Imutec dated November 19, 1997), such shares to be in addition
to the NEWCO shares issued to ION pursuant to the Shareholder Agreement;
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c) $[Text Omitted] U.S. milestone payment, earned at a milestone date
that is sixty (60) days after the completion of the treatment of the last
subject in the first Phase I trial and payable to ION prior to initiating the
first Phase II trial with the first of any of the Lead Compounds but not later
than one hundred and eighty (180) days of completion of the treatment of the
last subject in the first Phase I trial;
d) $[Text Omitted] U.S. milestone payment, earned at a milestone date
that is sixty (60) days after the completion of the treatment of the last
subject in the first Phase II trial and payable to ION prior to initiating the
first Phase III trial with the first of any of the Lead Compounds but not later
than one hundred and eighty (180) days of completion of the treatment of the
last subject in the first Phase II trial;
e) $[Text Omitted] U.S. milestone payment, earned at a milestone date
that is sixty (60) days after the completion of the treatment of the last
subject in the last pivotal Phase III trial and payable to ION within one
hundred and eighty (180) days of completion of the treatment of the last subject
in the last pivotal Phase III trial for the first of any of the Lead Compounds;
and
f) $[Text Omitted] U.S. final milestone payment, earned at a milestone
date which is the date of receipt of marketing approval in the United States,
Canada, England or France for the first of any of the Lead Compounds and payable
to ION within thirty (30) days of the receipt of marketing approval in the
United States, Canada, England or France for the first of any of the Lead
Compounds.
For further clarification, in the event any of the clinical trials for which
payments described above are due ION by NEWCO and which are multi-phased, then
the payment due ION shall be made for each milestone described above addressed
by such multi-phased trial (i.e., if there is a Phase II/III trial, which is the
first in both Phase II and Phase III, then ION receives $[Text Omitted] in
satisfaction of milestone payments described in (c) and (d) above).
ARTICLE 5
REPORTING OBLIGATIONS OF NEWCO
5.01 NEWCO shall promptly notify ION of the commencement of each of the clinical
trials listed in Article 4 and shall, within fifteen (15) days of the date of
each milestone achieved as identified in Paragraph 4.01(c), (d), (e) and (f)
above (i.e. the date each clinical trial is completed), shall provide written
notice to ION that such milestone has been accomplished and identify the date
such milestone was accomplished.
5.02 NEWCO shall provide to ION written annual reports within thirty (30) days
after June 30 of each calendar year which shall include, but not be limited to,
reports of progress on research and development, clinical trials, and regulatory
and marketing approvals obtained during the preceding twelve (12) month period,
as well as plans for the upcoming year.
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The annual report supplied to ION pursuant to the Sub-license Agreement will
satisfy this requirement.
ARTICLE 6
INTELLECTUAL PROPERTY RIGHTS
6.01 PATENTS. Decisions regarding the preparation, prosecution, and maintenance
of the Patent Rights shall be made in accordance with the terms of the
Sub-license Agreement.
6.02 COOPERATION. ION shall fully cooperate with NEWCO in the preparation and
prosecution of all Patent Rights and shall ensure that its employees and the
inventors of such Patent Rights do the same, which may require ION to secure the
cooperation of [Text Omitted] and the inventors who are employees of [Text
Omitted] to the extent possible. This shall include, but not be limited to, the
execution of all petitions, declarations, Power of Attorneys, and formal
assignments necessary to transfer ION's ownership interest in the Patent Rights
to NEWCO.
6.03 PATENT INFRINGEMENT BY OTHERS. Any infringement of any of the Patent Rights
or other Assigned Technology which comes to the attention of either ION or NEWCO
shall be handled in accordance with the terms of the Sub-license Agreement.
ARTICLE 7
CONFIDENTIALITY AND TRADE SECRETS PUBLICITY
7.01 CONFIDENTIALITY OBLIGATIONS OF ION. ION shall keep confidential all
information contained in the Patent Rights ("NEWCO Confidential Information"),
however, the confidentiality obligations of ION under this Agreement shall not
apply to:
(a) NEWCO Confidential Information related to the Licensed NCE's;
(b) NEWCO Confidential Information which is necessary to be disclosed
to HARVARD in order for ION to fulfill its obligations under the License
Agreement; ION shall require HARVARD to sign a non-disclosure agreement
regarding any NEWCO Confidential Information to be provided by ION to HARVARD
under the License Agreement, and shall supply a copy of said non-disclosure
agreement to NEWCO, thirty (30) days prior to ION submitting its first annual
report after the date of this Agreement to HARVARD under the License Agreement;
(c) NEWCO Confidential Information which is generally available to the
public or which becomes available to the general public through no fault of ION;
or
(d) NEWCO Confidential Information that is required by law to be
disclosed, provided that ION has advised NEWCO of the demand, subpoena,
interrogatory or other legal process in advance of such disclosure in order to
allow NEWCO to obtain a protective order
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or other remedy, in which such case, such NEWCO Confidential Information shall
continue to be treated as NEWCO Confidential Information to the extent it is
covered by a protective order or equivalent.
7.02 CONFIDENTIALITY OBLIGATIONS OF NEWCO. NEWCO shall keep confidential all
information related to the Licensed NCE's ("ION Confidential Information"),
however, the confidentiality obligations of NEWCO under this Agreement shall not
apply to:
(a) ION Confidential Information which is generally available to the
public or which becomes available to the general public through no fault of
NEWCO; or
(b) ION Confidential Information that is required by law to the
disclosed, provided that NEWCO has advised ION of the demand, subpoena,
interrogatory or other legal process in advance of such disclosure in order to
allow ION to obtain a protective order or other remedy, in which such case, such
ION Confidential Information shall continue to be treated as ION Confidential
Information to the extent it is covered by a protective order or equivalent.
7.03 PUBLICITY. Except as provided by this Agreement or as required by law,
neither party shall originate any publicity, news release or other public
announcement, written or oral, relating to this Agreement, without the prior
written approval of the other party, which approval shall not be unreasonably
withheld. Each party shall furnish the other party promptly with one (1) copy of
all such documents which make reference to the other party with regard to this
Agreement.
ARTICLE 8
WARRANTIES AND REPRESENTATIONS
8.01 WARRANTIES AND REPRESENTATIONS BY ION. ION warrants that it has the lawful
right and authority to enter into this Agreement without the consent or
authority of another person or entity.
ION warrants that it co-owns with HARVARD and CMCC all rights, title,
and interest in and to the Patent Rights.
ION warrants that to the best of its knowledge, the Patent Rights are
in good standing, i.e., that all proper assignments have been made transferring
to ION a one-third interest in all rights, title, and interest in and to the
Patent Rights, that all annuities have been paid in respect of the Patent
Rights, and that none of the Patent Rights is the subject of any protest,
opposition interference, re-examination, impeachment proceedings, litigation or
any other proceeding.
ION warrants that to its knowledge as of the effective date of this
Agreement, the patents and patent applications contained in Appendix A
constitute all the patents and patent
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applications owned or co-owned by ION which relate to (i) the use of [Text
Omitted] in the Field of Use, (ii) the NCE's and (iii) the use of NCE's in the
Field of Use.
ION further warrants that to its knowledge as of the effective date of
this Agreement, ION does not own or co-own any additional know-how or trade
secrets relating to the use of [Text Omitted] in the Field of Use, the NCE's, or
the use of the NCE's in the Field of Use, which are not specifically described
in the Patent Rights.
ION further warrants that, as of the effective date of this Agreement,
it has disclosed all patentable and unpatentable matter that it owns or co-owns,
that relates to [Text Omitted] and the use of [Text Omitted] in the Field of
Use, the NCE's and the use of the NCE's in the Field of Use, and any other
compounds or chemical entities relating to the Field of Use.
ION warrants that to the best of its knowledge as of the date of this
Agreement, the Patent Rights do not infringe any intellectual property rights
belonging to any person or entity other than ION. NEWCO acknowledges that ION
has not undertaken any specific infringement analysis with regard to the Patent
Rights.
8.02 WARRANTIES AND REPRESENTATIONS BY NEWCO. NEWCO warrants that it has the
lawful right and authority to enter into this Agreement without the consent or
authority of another person or entity.
8.03 DISCLAIMER OF WARRANTIES AND REPRESENTATIONS. EXCEPT AS SET FORTH IN
PARAGRAPH 8.01 ABOVE, ION MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, REGARDING THE RIGHTS ASSIGNED BY THIS AGREEMENT OR
THE PATENT RIGHTS. NOTHING IN THIS AGREEMENT SHOULD BE CONSTRUED AS A WARRANTY
OR REPRESENTATION BY ION AS TO THE VALIDITY OR SCOPE OF ANY OF THE PATENT
RIGHTS, OR A WARRANTY OR REPRESENTATION THAT ANYTHING MADE, USED, SOLD OR
OTHERWISE DISPOSED OF UNDER ANY RIGHTS ASSIGNED TO NEWCO BY THIS AGREEMENT IS OR
WILL BE FREE FROM INFRINGEMENT OF PATENTS OF THIRD PARTIES.
ARTICLE 9
TERMINATION
9.01 In the event that NEWCO fails to pay the payments pursuant to paragraph
4.01 when due (hereinafter a Default ), ION may terminate this Agreement,
provided that ION has given NEWCO seven (7) days notice of the default, and
NEWCO has failed to make such payment during that seven day period. NEWCO shall
promptly assign all of the Patent Rights to ION pursuant to paragraph 2.03.
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9.02 In the event that NEWCO advises ION by way of written notice that it
intends to cause NEWCO to discontinue its research and development activities
(hereinafter a Discontinuance ), ION may terminate this Agreement, provided that
ION has within 60 days of the written notice of discontinuance, advised NEWCO,
in writing, of its intention to so terminate this Agreement. Notice by NEWCO
that occurs during the period between the date on which a milestone payment is
earned and the date on which it is payable, as defined in Article 4, shall be
considered a Default under paragraph 9.01 unless the earned milestone payment is
made to ION on or prior to the payable date defined in Article 4, in which case
such notice will be a Discontinuance under the terms and conditions of this
Paragraph.
9.03 In the event that NEWCO becomes involved in insolvency, dissolution,
bankruptcy or receivership proceedings affecting the operation of its business
or in the event that NEWCO shall discontinue its business for any reason
(hereinafter a Default), ION may terminate this Agreement.
9.04 For the purposes of Paragraphs 9.02 and 9.03, and pursuant to paragraph
2.04, the payment schedule is as follows:
(i) where the Default or Discontinuance occurs prior to the completion
of the pre- clinical research programs of the Lead Compounds, [Text Omitted].
(ii) where the Default or Discontinuance occurs after the completion of
the pre- clinical research programs of the Lead Compounds, and before the
completion of Phase I clinical trials [Text Omitted].
(iii) where the Default or Discontinuance occurs after the completion
of the Phase I clinical trials and before the completion of Phase II clinical
trials [Text Omitted].
(iv) where the Default or Discontinuance occurs after the completion of
the Phase II clinical trials and before the completion of Phase III clinical
trials [Text Omitted].
(v) where the Default or Discontinuance occurs after the completion of
the Phase III clinical trials, [Text Omitted]from the date of this Agreement to
the date that the Default or Discontinuance occurs.
9.05 The Patent Rights will remain the property of NEWCO if (i) Ion fails to
give notice under 9.01, 9.02 or 9.03 as applicable, or (ii) Ion fails to [Text
Omitted] pursuant to Paragraph 9.04 within 90 days of the termination.
9.06 No termination of this Agreement shall constitute a termination or a waiver
of any rights or obligations of either party against the other party accruing at
or prior to the time of such termination.
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9.07 The terms and provisions, covenants and conditions contained in this
Agreement which by the terms hereof require their performance by the parties
after the expiration or termination of this Agreement, shall be and remain
enforceable notwithstanding said expiration or other termination of this
Agreement for any reason whatsoever. [Text Omitted] The obligations contained in
Paragraph 7.01 shall also survive the termination of this Agreement, should the
Patent Rights not be assigned back to ION under the terms and conditions of this
Agreement.
ARTICLE 10
MISCELLANEOUS
10.01 RESOLUTION OF DISPUTES.
(a) In the event that a dispute or disagreement (hereinafter called
"Dispute") arises between the parties in connection with the interpretation of
any provision of this Agreement or the compliance or noncompliance therewith, or
the validity or enforceability thereof, or the performance or nonperformance of
either party to the Agreement, the following Dispute resolution process shall be
followed by the parties:
(1) A Dispute will be deemed to have arisen upon the delivery of a
written notice by one party to the other describing the Dispute (hereinafter
called the "Dispute Notice"). Upon delivery of the Dispute Notice, the parties
agree to attempt to resolve the Dispute in a prompt and expeditious manner,
through negotiations between ION and NEWCO representatives designated by each
party to represent them in said negotiations. Except for the Dispute Notice, all
communications between the parties will be on a without prejudice basis.
(2) If the parties have not been able to resolve the Dispute in a
prompt and expeditious manner (within 30 days) after delivery of the Dispute
Notice, either party may at any time thereafter request by written notice to the
other party that the Dispute be escalated to Senior Management.
(3) In the event such a request with written notice is made, each party
shall make available the senior executives specified in the following
subparagraph ("Senior Management") who shall meet within fifteen (15) business
days after such request is made at the offices of the party which received the
request to attempt to resolve the Dispute.
(4) The Senior Management appointee for each party is as follows:
NEWCO: Corporate Secretary
ION: Corporate Secretary
Either party may change its Senior Management appointee upon
prior written notice to the other party.
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(b) In case such Dispute is not settled amicably by Senior Management
within thirty (30) days of escalation to Senior Management, such dispute shall
be arbitrated by an Arbitration Board acting in accordance with the rules of
conciliation and arbitration of the International Chamber of Commerce in effect
on the date of the Dispute, whose decision shall be final and binding upon the
parties. The Arbitration Board shall consist of the person or persons that the
parties may agree on and in default of agreement within twenty (20) days
following the expiration of the above-mentioned thirty (30) day period, each of
the parties in dispute shall nominate one member to serve on the Arbitration
Board and shall give notice to the other party of the name of its nominee. If
one party fails to give this notice within fifteen (15) days after the other
party has done so, then the member nominated by the other party shall constitute
the Arbitration Board. If each party gives this notice, then the two members so
nominated by agreement shall select a third member who shall be Chairman. If the
original two members are unable to agree upon a third member within thirty (30)
days after the second notice has been given, the Court of Arbitration of the
International Chamber of Commerce shall appoint a third member of the
Arbitration Board who shall be unconditionally accepted by both parties. The
place of arbitration for all Disputes shall be Boston, Massachusetts, U.S.A.
The arbitration hearing shall commence within sixty (60) days
after appointment of the Arbitration Board is done and shall be completed and a
final and binding award rendered in writing within sixty (60) days after the
completion of the hearing unless circumstances warrant delay or the parties
agree to an extension. The decision of the Arbitration Board may be entered in
any court of competent jurisdiction and execution entered thereupon forthwith.
The law specified in Paragraph 10.04 below shall apply.
Each party shall bear the cost of preparing its own case. The
Arbitration Board shall have the right to include in the award the prevailing
party's costs of arbitration and reasonable fees of attorneys, accountants,
engineers and other professionals in connection with the arbitration.
The parties, however, will not be required to arbitrate and
this Paragraph will not apply to any Dispute relating to actual or threatened
unauthorized use or disclosure of confidential information or trade secrets.
10.02 NOTICES. All notices, statements, reports or other writings required or
permitted to be given by the terms of this Agreement shall be sent by either
pre-paid, registered or certified mail, or telecopier, properly addressed to
NEWCO and to ION at their respective addresses first given above or at such
other address as one party hereto may from time to time designate by notice in
writing to the other. Each notice shall be deemed to be given upon receipt.
10.03 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.
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10.04 GOVERNING LAW. This Agreement shall be interpreted and construed in
accordance with the laws of the Commonwealth of Massachusetts (without regard to
Massachusetts' or any other jurisdiction's choice of law principles). Anything
herein to the contrary notwithstanding, where interpretation of a patent or
patent application is involved, this Agreement is made specifically subject to
the patent legislation of the jurisdiction in which any such patent is granted
or patent application filed.
10.05 ENTIRE AGREEMENT. This Agreement and the Appendices attached, together
with the Sublicense Agreement and the Shareholder Agreement, embodies the entire
understanding of the parties relating to the subject matter hereof. No
modification or amendment of this Agreement shall be valid or binding except if
in writing signed by each of the parties.
10.06 NO ASSIGNMENT. The rights of either party under this Agreement may not be
assigned, and the duties of either party under this Agreement may not be
delegated, without the prior written consent of the other party, which consent
shall not be unreasonably withheld; provided, however, that any party may assign
this Agreement to any corporation or entity with which it may merge or
consolidate, or to which it may transfer substantially all of its assets or all
of its assets to which this Agreement relates, without obtaining the consent of
the other party. ION may therefore assign this Agreement to Sheffield
Pharmaceuticals, Inc. (hereinafter "Sheffield") if ION merges or consolidates
with Sheffield or transfers to Sheffield substantially all of its assets or all
of its assets to which this Agreement relates, without obtaining the consent of
NEWCO.
10.07 HEADINGS. Any headings and captions used in this Agreement are for
convenience and reference only and are not a part of this Agreement.
10.08 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.
10.09 LANGUAGE. NEWCO has requested that this Agreement and all related
documents be drawn up in the English language with which request ION agrees.
NEWCO a demande que le present contrat ainsi que toute la documentation
d'accompagnement soient rediges en anglais, requete a laquille ION consent.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment and License Agreement as of the date first above written.
1266417 ONTARIO LIMITED
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Chairman and President
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer and
Corporate Secretary
ION PHARMACEUTICALS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: President
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APPENDIX A
ASSIGNED TECHNOLOGY
"Patent Rights" shall include the following:
[TEXT OMITTED]
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XXXXXXXX X
LICENSED NCES
[Text Omitted]
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