Exhibit 10.6
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AGREEMENT
1. BioSphere Medical Inc. [and its subsidiary to be Biosphere Medical KK]
[BMKK] will initially focus on the approval and the marketing of
SAP-microsphere, until SAP-MS is approved, unless we have a common
agreement to work also on Embosphere.
2. BioSphere Medical, Inc. will pay for Japanese regulatory approval of SAP-MS
[including consultant, toxicity studies, etc.] up to [**].-
3. Xxxxxxxx Xxxx licenses exclusively its rights to SAP-MS, including patent
JP 6056676, to BioSphere Medical, per attached agreement.
4. Biosphere Medical will continue to work actively with Shinichi Xxxx, Xxxxx
Medical Center and Osaka University and leading groups in Europe and the
USA to coordinate development an evaluation of embolotherapy technology,
including gels.
5. Xxxxxxxx Xxxx joins BioSphere Medical Advisory Board as International
Representative, according to the attached agreement. Through that
agreement, BioSphere Medical will support animal work related to
microsphere technology at Osaka University with a designated Research
Grant, and will support mutually agreed travel expenses from Xxxxxxxx Xxxx
to promote microsphere technology.
/s/ Xxxx-Xxxxx Xxxxx /s/ Xxxxxxxx Xxxx
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
LICENSE OF SAP-MS RIGHTS, INCLUDING JP 6056676
In addition to financial support and technical collaboration for Japanese
approval of SAP-MS for embolization, and in addition to any consulting fees and
expense reimbursement, BioSphere Medical Inc. will pay directly Xxxxxxxx Xxxx
following for exclusive license of SAP-MS rights:
1/ Royalties of [**] on [**] sales, [**] on [**] sales
2/ Upfront prepaid payment of royalties based on [**] of [**] for [**] [based on
[**] in [**], and a [**] representing [**] of [**]]
[**] of [**]:
est. 24,000
From which, [**]:
est. [**]
[**] [[**] per [**], [**] per [**]]:
[**]
[**]:
[**]
[**] Royalty:
[**] or [**].-
/s/ Xxxx-Xxxxx Xxxxx /s/ Xxxxxxxx Xxxx
