EXHIBIT 10.5
XXX XXXXXXX
Xxxxx 00, 0000
Xxxxxxx X. Xxxxxxxx, Ph.D.
Vice President Research
University of British Columbia
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, X.X.
X0X 0X0
Xxxxx Xxxxxx, Ph.D.
President & C.E.O.
Esperion Therapeutics, Inc.
0000 X. Xxxxx Xxxxxx, 000 XXX Xxxxx
Xxx Xxxxx, XX
00000
Dear Xx. Xxxxxxxx and Xx. Xxxxxx,
Re: License Agreement dated July 1, 1998 between Inex
Pharmaceuticals Corporation ("Inex") and The University of British
Columbia ("UBC")
re: Sub-License by Inex to Esperion Therapeutics, Inc. ("Esperion")
Title: Liposome Compositions and Methods
for the Treatment of Atherosclerosis.
Serial No. and Filing Date: US SN 08/507,170; March 4,1994
Inventors: Hope, M. and Rodrigueza, W.
Inex File No.: 500
UILO File No.: 94-049
Inex hereby requests the consent of UBC under Article 4 of the above
noted License Agreement, to a sublicense of the above noted technology to
Esperion (the "Esperion Sublicense"), substantially in the form attached as
Appendix A.
In addition to the above noted consent, Inex requests that the
provisions of the License Agreement, specifically as it relates to the above
noted Hope/Rodrigueza Technology, be amended as follows:
4A.0 SUBLICENSING OF HOPE/RODRIGUEZA
TECHNOLOGY (UILO FILE 94-049):
The provisions of Article 4.0 SUBLICENSING of the UBC License, and any
other inconsistent provision of the UBC License relating to Sub-
Licensing, as they relate to, and only to, the Hope/Rodrigueza
Technology (UILO File 94-049) are amended to include and to give
effect to the following:
4A.1 Curing of events of default by Sublicensees. Sublicenses
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granted by Licensee shall terminate upon the termination of Licensee's
rights granted herein unless events of default are cured by Licensee
or sublicensee within ninety (90) days of notification by UBC of
default and/or as provided by the terms of this Agreement. Each
sublicense shall contain covenants by the sublicensee to observe and
perform similar terms and conditions to those in this Agreement. UBC
agrees that if Licensee has provided to UBC notice that Licensee has
granted a sublicense to a sublicensee under this Agreement, then in
the event UBC terminates this Agreement for any reason, UBC shall
provide to such sublicensee written notice of such termination no less
than ninety (90) days prior to the effective date of such termination.
The sublicensee may during such ninety (90) day period provide to UBC
notice wherein the sublicensee: (a) reaffirms the terms and
conditions of this Agreement as it relates to the rights the
sublicensee has been granted under the sublicense; (b) agrees to abide
by all of the terms and conditions of this Agreement applicable to
sublicensees and to discharge directly all pertinent obligations of
Licensee which Licensee is obligated hereunder to discharge with
respect to such sublicense; and (c) acknowledges that UBC shall have
no obligations to the sublicensee other than its obligations set forth
in this Agreement with regard to Licensee. UBC agrees that upon such
sublicensee's notice and provided such sublicensee is not in material
breach of its sublicense, UBC shall either (i) provide for the
continuation of such sublicense as a direct license from UBC to such
sublicensee, or (ii) at UBC's election grant to such sublicensee a new
license, effective as of the date of termination of this Agreement
which provides for license rights and terms equivalent to the
sublicense rights and terms which Licensee shall have granted to such
sublicensee. In the event transfer to a sublicensee as considered in
this paragraph of the continuation of a sublicense or a grant of a
direct license by UBC, as considered in this Paragraph, UBC shall be
entitled to receive the full benefit of such sublicense or license.
The signatories to this letter further agree that UBC shall be deemed
a third party beneficiary of the Esperion Sublicense for the purpose of
enforcing UBC's rights under Article X and Article XI of the Esperion
Sublicense.
Sincerely,
Xxxxx X. Main
VP, Commercial Development
Inex Pharmaceuticals Corp.
CONSENT & AGREEMENT
ESPERION THERAPEUTICS, INC.
/s/ Xxxxx Xxxxxx
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Dr. Xxxxx Xxxxxx
President & C.E.O.
March 18, 1999
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Date
CONSENT & AGREEMENT
The undersigned hereby consents to the sublicense,
substantially in the form attached, and agrees to
the amendments to the License Agreement proposed
herein:
UNIVERSITY OF BRITISH COLUMBIA
/s/ Xxxxxxx X. Xxxxxxxx
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Xx. Xxxxxxx X. Xxxxxxxx
Vice President Research
March 15, 1999
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Date
