[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 10.20
THE UNIVERSITY OF TENNESSEE RESEARCH CORPORATION AND
GTX, INC.
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement (hereinafter "Agreement") made and entered
into this 23d day of August, 2000 (the "Effective Date") by and between The
University Of Tennessee Research Corporation, a corporation duly organized and
existing under the laws of the State of Tennessee and having its principal
office at 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, X.X.X. (hereinafter "UTRC"),
and GTx, Inc. (formerly known as Genotherapeutics, Inc.) a Tennessee
corporation, located at 0 X. Xxxxxx Xx., 0xx Xxxxx, Xxxxxxx, Xxxxxxxxx 00000
(hereinafter "GTx").
WHEREAS, UTRC is the owner of the Licensed Patents and Licensed Technology
(as later defined herein) the subject matter of which was developed by Xxxxx X.
Xxxxxx and Xxxxx X.Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx,
and Donghua Yin ("Contributors") in the course of employment with The University
of Tennessee;
WHEREAS, UTRC is willing to grant and GTx desires to receive an exclusive
worldwide license with rights to grant sublicenses and permit sub-sublicenses
under the Licensed Patents and Licensed Technology.
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UTRC and GTx (hereinafter referred to individually as a "Party"
and collectively as the "Parties") hereto expressly agree as follows:
SECTION 1
Definitions
1.1 "Affiliates" shall mean any corporation, partnership, or other entity
that at any time during the term of this Agreement, directly or through one or
more intermediaries, Controls or is Controlled by or is under common Control
with a party to this Agreement, but only for so long as the relationship exists.
A corporation or other entity shall no longer be an Affiliate when through loss,
divestment, dilution or other reduction of ownership, the requisite Control no
longer exists.
1.2 "Alliance" shall mean a relationship (including any entity formed as a
result thereof) entered into by GTx, with one or more third parties to
manufacture, use or sell a Licensed Product, Licensed Process or Licensed
Technology, which can include the
1.
development, manufacturing, distribution and/or marketing of a Licensed Product,
Licensed Process or Licensed Technology as a part of the relationship.
1.3 "Control" or "Controls" or "Controlled" shall mean: i) in the case of
a corporation, ownership or control, directly or indirectly, of at least fifty
one percent (51%) of the shares of stock entitled to vote for the election of
directors; or ii) in the case of an entity other than a corporation, ownership
or control, directly or indirectly, of at least fifty one percent (51%) of the
assets of such entity.
1.4 "Generic Product(s)" shall mean a commercial product the use, sale or
distribution of which utilizes Licensed Technology that is not covered in whole
or in part by a Valid Claim of the Licensed Patents. A product that is sold,
distributed or used for testing, development, or clinical trial purposes shall
not be considered a commercial product.
1.5 "GTx" shall mean GTx and/or its Affiliates, unless otherwise clearly
indicated by the context.
1.6 "Joint Alliance" shall mean an Alliance in which GTx either, (1)
receives a royalty of at least [ * ] percent [ * ] of net sales of Licensed
Product in any one or more of the Major Markets or (2) retains [ * ] percent
[ * ] or more of the net profits from the sale of Licensed Product in any one or
more of the Major Markets, determined in accordance with generally accepted
accounting principles.
1.7 "Joint Alliance Party" or "Joint Alliance Parties" shall mean GTx and
any other party who is a member of a Joint Alliance, including Sub-sublicensees.
1.8 "Joint Alliance Revenue" shall mean the amount received by a Joint
Alliance or a Joint Alliance Party from Third Parties for the use, sale or
distribution of a Licensed Product, Licensed Process or Generic Product, less:
I) discounts allowed in amounts customary in the trade for quantity
purchases, cash payments, prompt payments, wholesalers and distributors;
II) sales, tariff duties and/or use taxes directly imposed and with
reference to particular sales;
III) outbound transportation prepaid or allowed, amounts allowed or
credited on returns, export licenses, import duties, value added tax, and
prepaid freight;
IV) royalties, cash, fees, or other consideration paid to, or invoiced
by, Third Parties to a Joint Alliance or a Joint Alliance Party which are
considered payment of, or for technology and/or patent licensing fees for
manufacture, use, or sale of a Licensed Product, Licensed Process or Generic
Product; and
V) sales commissions paid to individuals who are not employees of a
Joint Alliance or a Joint Alliance Party.
2.
No deductions shall be made for sales commissions paid to individuals who are
employees of a Joint Alliance or a Joint Alliance Party, or for cost of
collections.
1.9 "Licensed Patents" shall mean the following:
(1) U.S. Patent No. [ * ], issued [ * ], entitled [ * ];
(2) U.S. Patent No. [ * ], issued [ * ], entitled [ * ];
(3) U.S. Patent No. [ * ], issued [ * ], entitled [ * ]; and
together with the list of patents pending and/or issued for the Licensed
Technology set forth on Schedule 1 attached hereto and made a part hereof, and
any other patent applications that may in the future be filed by GTX on the
Licensed Technology and any patents issuing therefrom, including any
application(s) filed by GTx pursuant to Articles 6.1 and 6.7 of this Agreement,
whether in the United States of America or any other country, including any and
all substitutions for and divisions, continuations, continuation-in-part,
provisionals, and non-provisionals, renewals, reissues, any foreign patent
applications and divisionals or national phase applications which claim priority
of any of Provisional Application Serial Number [ * ], filed [ * ]; Provisional
Application Serial Number [ * ], filed [ * ]; Provisional Application Serial
Number [ * ], filed [ * ].
1.10 "Licensed Process(es)" shall mean any process which is covered in
whole or in part by a Valid Claim of the Licensed Patents.
1.11 "Licensed Product(s)" shall mean any product that:
I) is covered in whole or in part by a Valid Claim of the
Licensed Patents; or
II) is manufactured by using a process or is employed to practice
a process which is covered in whole or in part by a Valid
Claim of the Licensed Patents.
1.12 "Licensed Technology" shall mean any technology, trade secrets,
methods, processes, know-how, show-how, data, information, or results relating
to UTRC PD numbers [ * ] developed by the Contributors, and owned by UTRC,
including: 1) agents, compositions, compounds, or analogs or isomers thereof, of
nonsteroidal molecules which bind to androgen receptors, including radiolabeled,
fluorescent, and radioisotopes incorporated thereto and small molecules of
R-bicalutamide, androgen receptor targeting agents, oral testosterone
compositions; 2) methods of making developing, or characterizing such agents,
compositions, and composition, compounds of (1); and 3) any therapeutic,
diagnostic, and prognostic methods of use, of such compounds or agents of (1)
including but not limited to methods of treating prostate cancer, methods of
imaging, or methods related to fertility, contraceptive, andropause and muscle
or bone mass uses.
1.13 "Major Markets" shall mean and include the United States, Great
Britain, France, Germany, and Japan.
1.14 "Residual Alliance" shall mean any Alliance that is not a Joint
Alliance.
3.
1.15 "Residual Alliance Party" or "Residual Alliance Parties" shall mean
GTx, and any other party who is a member of a Residual Alliance, including
Sub-sublicensees.
1.16 "Residual Alliance Revenue" shall mean all cash, Sublicense or
Sub-sublicense fees, and running royalties and all other consideration paid to
GTx by a Residual Alliance or a Residual Alliance Party in consideration for the
granting of rights to the Licensed Patents and/or Licensed Technology.
1.17 "Sublicense(s)" shall mean any sublicense granted by GTx, to a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party.
1.18 "Sublicensee(s)" shall mean any Joint Alliance, Joint Alliance Party,
Residual Alliance or Residual Alliance Party, to whom GTx has granted
sublicenses pursuant to this Agreement.
1.19 "Sub-sublicense(s)" shall mean any sub-sublicense granted by a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party,
other than GTx , to a Third Party or to an Affiliate of a Joint Alliance Party
or Residual Alliance Party other than GTx.
1.20 "Sub-sublicensee(s)" shall mean any party to whom a Joint Alliance,
Joint Alliance Party, Residual Alliance or a Residual Alliance Party, other than
GTx, has granted Sub-sublicenses to pursuant to this Agreement.
1.21 "Third Party" or "Third Parties" shall mean any non-affiliated party
or parties other than GTx, a Joint Alliance, a Joint Alliance Party, a Residual
Alliance, a Residual Alliance Party, UTRC or The University of Tennessee.
1.22 "Valid Claim" shall mean (a) a claim of an issued patent which has
not expired and which has not been held revoked, invalid or unenforceable by
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed with the time allowed for appeal having expired, and
which has not been admitted to be invalid through reissue or disclaimer or
otherwise; or (b) any claim of a pending patent application, which i) was filed
in good faith; and ii) has not been pending for more than eight (8) years.
SECTION 2
Grant
2.1 UTRC hereby grants to GTx an exclusive, worldwide right and license,
with the right to grant Sublicenses and to permit Sub-sublicenses to practice
under and use the Licensed Patents and the Licensed Technology to make, have
made, use, market, sell, have sold, import, distribute, and offer for sale any
Licensed Product, Licensed Process or Generic Product. UTRC hereby agrees,
subject to the terms and conditions herein contained, that the term "exclusive"
means that UTRC shall not grant any other license to any third party or take any
action inconsistent with the rights granted to GTx under this Agreement relating
to the Licensed Patents or Licensed Technology.
4.
2.2 GTx agrees that the Contributors and The University of Tennessee shall
have the royalty-free right to practice under the Licensed Patents and to
utilize the Licensed Technology for non-commercial educational, research, and
academic purposes only.
2.3 GTx acknowledges that all or a portion of the Licensed Patents and
Licensed Technology was developed with the support of the United States
Government ("the Government"), and agrees that the Government retains rights in
the Licensed Patents and Licensed Technology as set forth in Title 35 U.S.C.
Section 200 et seq. All rights herein granted to GTx are subject to any such
rights held by the Government and further subject to any restrictions or
obligations that may be imposed by the Government pursuant to such riGhts.
2.4 GTx shall have the right to enter into Sublicenses and to permit
Sub-sublicense agreements, as the case may be, with respect to the Licensed
Patents and Licensed Technology, subject to notifying UTRC of the identity and
address of each Sublicensee or Sub-sublicensee within thirty (30) days after
execution of such agreement by the parties thereto. No GTx Affiliate, Joint
Alliance, Joint Alliance Party, Residual Alliance, Residual Alliance Party, or
their Affiliates, shall have the right to practice under the Licensed Patents or
utilize the Licensed Technology to make, have made, use, market, sell, have
sold, import, distribute, or offer for sale any Licensed Product, Licensed
Process or Generic Product in the absence of a written Sublicense or
Sub-sublicense. Any grant of rights by GTx, a Joint Alliance, a Joint Alliance
Party, a Residual Alliance, a Residual Alliance Party, or their Affiliates, to
practice under the Licensed Patents or to utilize the Licensed Technology to
make, have made, use, market, sell, have sold, import, distribute, or offer for
sale any Licensed Product, Licensed Process or Generic Product shall constitute
a Sublicense or Sub-sublicense, as the case may be. All Sublicenses and
Sub-sublicenses granted by GTx hereunder shall be subject to this Agreement in
all respects and shall include provisions that such Sublicensee or
Sub-sublicensee is being granted a license under the Licensed Patents and
Licensed Technology as described herein.
2.5 GTx shall be responsible for its Affiliates, Sublicensees and
Sub-sublicensees and shall not grant any rights that are inconsistent with the
rights granted to and obligations of GTx hereunder. Each such Sublicense and
Sub-sublicense agreement shall include a requirement that the Sublicensee or
Sub-sublicensees, as the case may be, use its best efforts to bring the subject
matter of the Sublicense or Sub-sublicense, as the case may be, into commercial
use. In addition, each such Sublicense and Sub-sublicense agreement shall
include a requirement that the Sublicensee or Sub-sublicensee, as the case may
be, assign, transfer and convey to UTRC all right, title and interest in and to
Licensed Patents. Upon termination of this Agreement, each Sublicensee's or
Sub-sublicensee's as the case may be, rights under any Sublicense agreement
shall also terminate. No Sublicense Or Sub-sublicense shall relieve GTx of any
of its obligations under this Agreement. GTx shall forward to UTRC a complete
copy of each Sublicense or Sub-sublicense agreement, as the case may be
(including, without limitation, all amendments and addenda), granted hereunder
within thirty (30) days after execution of such agreement by the parties
thereto, provided that UTRC shall receive such information and documents in
confidence and shall not publicly disclose, discuss or release such information
or document without the prior written approval of GTx except for the purposes of
enforcement of UTRC's rights. GTx shall be responsible for payment of royalties
from Joint Alliance Revenue and Residual Alliance Revenue provided, however,
that GTx may arrange for such payments to be made to UTRC by an Affiliate,
Sublicensee or Sub-sublicensee, with the understanding that UTRC's acceptance of
5.
such payments from an Affiliate, Sublicensee, or Sub-sublicensee does not
relieve GTx of the ultimate responsibility for any other or future payment
required hereunder. Each such Sublicense or Sub-sublicense agreement shall
include an audit right by UTRC of the same scope as provided in Article 5.1
herein with respect to GTx.
2.6 Any act or omission of an Affiliate, Sublicensee or Sub-sublicensee
which would constitute a breach of this Agreement if performed by GTx shall be
deemed to be a breach by GTx of this Agreement, subject however to the same cure
provisions in favor of GTx or such Affiliate, Sublicensee or Sub-sublicensee, as
the case may be, as are otherwise provided herein for breach by GTx.
SECTION 3
Diligence
3.1 GTx shall use its commercially reasonable best efforts to develop and
commercialize Licensed Products and Generic Products through a commercially
reasonable program for exploitation of the Licensed Patents and the Licensed
Technology.
SECTION 4
Payments And Royalties
4.1 For the rights, privileges and license granted hereunder, GTx shall
pay royalties to UTRC in the manner hereinafter provided until this Agreement
shall expire or be terminated. GTx shall pay to UTRC:
A) License Issue Fee in the amount of [ * ], which UTRC acknowledges
has been fully paid by GTx.
B) Annual License Maintenance Fees in the amount of [ * ], with the
first such License Maintenance Fee being due and payable on the [ * ] and each
succeeding License Maintenance Fee being due on the [ * ] of the Agreement;
provided, however, that running royalties payable in a given year shall be
creditable pro rata against the License Maintenance Fee already paid for that
year. License Maintenance Fees paid in excess of running royalties shall not be
creditable to running royalties for future years. The Annual License Maintenance
Fee shall be [ * ] at such time as GTx enters into a Joint Alliance, a Residual
Alliance or grants a Sublicense to a Third Party as described in Article 2.4.
[ * ] for the remainder of the Term of this Agreement, regardless of whether any
such Joint Alliance, Residual Alliance or Sublicense is terminated. This
increase shall not apply to a Sublicense granted to a GTx Affiliate that is 100%
owned by GTx.
C) Reimbursement of Patent fees and expenses (including attorney fees)
incurred by UTRC, in the amount of [ * ] due within [ * ] from the Effective
Date of the Agreement, which UTRC acknowledges has been fully paid by GTx. In
addition, GTx will reimburse UTRC within [ * ] after receipt of an invoice for
any additional Patent fees and expenses incurred prior to assumption by GTx of
control of patent matters as provided in Article 6.1. As of the Effective Date
of this Amended and Restated Exclusive License Agreement, the
6.
amounts due for additional Patent fees and expenses that remain not invoiced by
UTRC total [ * ].
4.2 In addition to the foregoing fees, GTx shall pay to UTRC the following
royalties for the term of this Agreement:
A) [ * ] of Joint Alliance Revenue attributable to the use, sale or
distribution of License Products and Licensed Processes and a reduced percentage
of Joint Alliance Revenue attributable to the use, sale or distribution of
Generic Products, which reduced percentage shall be determined on a
country-by-country basis and in each country shall be calculated as the [ * ]
during the quarter divided by [ * ] during the same quarter [ * ] (provided that
in no event shall the reduced percentage [ * ]); and
B) [ * ] of Residual Alliance Revenue attributable to the use, sale or
distribution of License Products and Licensed Processes and a reduced percentage
of Residual Alliance Revenue attributable to the use, sale or distribution of
Generic Products, which reduced percentage shall be determined on a
country-by-country basis and in each country shall be calculated as the [ * ]
during the quarter divided by [ * ] during the same quarter [ * ] (provided that
in no event shall the reduced percentage [ * ]).
4.3 In the event that GTx, its Sublicensees or Sub-sublicensees
manufacture, make, use, sell import, or license a Licensed Product or perform a
Licensed Process using technologies for which royalties may be payable to UTRC
under this Article 4 and under one or more other UTRC/GTx license agreements,
GTx shall only be required to pay UTRC royalties under one such license
agreement, subject to the provisions of Article 5.2.
4.4 Within [ * ] following the close of each calendar quarter in which
Joint Alliance Revenue is received by a Joint Alliance or Joint Alliance Party,
Residual Alliance Revenue is received by GTx, or amounts are received by a Joint
Alliance or Residual Alliance on account of the use, sale or distribution of a
Generic Product, as the case may be, payments shall be paid to UTRC or its
designee in United States dollars in Knoxville, Tennessee, or at such other
place as UTRC may reasonably designate consistent with the laws and regulations
controlling in any foreign country. In the event GTx arranges for any payment
under this Article 4.5 to be made to UTRC by an Affiliate, Sublicensee or
Sub-sublicensee pursuant to Article 2.5, if such payment is not received by UTRC
within the [ * ] period set forth herein, GTx shall be deemed to be in breach of
this Agreement, subject to the same cure provisions in favor of GTx as set forth
in Article 12. If any currency conversion shall be required in connection with
the payment of royalties hereunder, such conversion shall be made by using the
exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
day of the calendar quarterly reporting period to which such royalty payments
relate.
SECTION 5
Reports And Records
5.1 UTRC or its accounting agents shall have the right to inspect the
books of account of GTx. GTx shall keep full, true and accurate books of account
containing all particulars that
7.
may be necessary for the purpose of showing the amounts payable to UTRC
hereunder. Said books of account shall be kept at GTx's principal place of
business or the principal place of business of the appropriate division or
Affiliate of GTx to which this Agreement relates. Said books and the supporting
data shall be open at all reasonable times for [ * ] following the end of the
calendar year to which they pertain, to the inspection of UTRC or its accounting
agents for the purpose of verifying GTx's royalty statement. If any examination
reveals a shortage in amounts paid to UTRC equal to or greater than [ * ] of the
total amount due in the period under audit, GTx shall promptly reimburse UTRC
for the cost of the examination as well as the shortage, together with interest
thereon as provided in Article 5.4.
5.2 GTx shall deliver to UTRC true and accurate reports to confirm a
royalty accounting hereunder within [ * ] after the close of each calendar
quarter in which Joint Alliance Revenue is received by a Joint Alliance or Joint
Alliance Party, or Residual Alliance Revenue is received by GTx, as the case may
be.
These reports shall include at least the following, on a country-by-
country basis:
(1) number of Licensed Products, Licensed Processes, or Generic
Products manufactured, used or sold by and/or for GTx and all Joint Alliance
Parties and Residual Alliance Parties;
(2) total amounts received by GTx, a Joint Alliance or a Joint Alliance
Party for Licensed Products, Licensed Processes and Generic Products
manufactured, used or sold by and/or for GTx and any Joint Alliance, Joint
Alliance Party, Residual Alliance, or Residual Alliance Party.
(3) accounting, for Joint Alliance Revenue or Residual Alliance
Revenue;
(4) royalties due to UTRC pursuant to Sections 4.2 and 4.3 including
(i) the manner in which such royalties were calculated and (ii) in the event any
such royalties are payable to UTRC under this Agreement and under one or more
other UTRC/GTx license agreements, and notwithstanding that GTx is required to
pay such royalties under only one such license agreement, GTx shall set out in
its report the amount of such royalties covered by multiple license agreements
and identify all such license agreements to which such royalties apply;
(5) names and addresses of all Joint Alliance Parties and Residual
Alliance Parties, including an identification of whether the party is a Joint
Alliance Party or a Residual Alliance Party;
(6) dates that any Residual Alliance Revenue is received by GTx from a
Residual Alliance or any Residual Alliance Party and other information
pertaining to the determination of revenues due to UTRC; and
(7) upon request by UTRC, any other information that may be necessary
for the purpose of showing the amounts payable to UTRC hereunder.
8.
5.3 With each such report submitted, GTx shall pay to UTRC the royalties
due and payable under this Agreement. If no royalties shall be due, GTx shall so
report.
5.4 Any amount owed by GTx under this Agreement that is not received by
UTRC on or before the date due shall bear interest at a per annum rate [ * ]
above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date
due. GTx shall also pay all reasonable collection costs at any time incurred by
UTRC in obtaining payment of amounts past due, including reasonable attorneys
fees. If the transfer or the conversion into United States Dollar equivalents in
any such instance is not lawful or possible, the payment of such part of the
royalties as is necessary shall be made by the deposit thereof, in the currency
of the country where the sales were made on which the royalty was based, to the
credit and account of UTRC or its nominee in any commercial bank or trust
company of its choice located in that country, prompt notice of which shall be
given by GTx to UTRC.
SECTION 6
Patent Prosecution
6.1 GTx shall assume complete control of the maintenance of the Licensed
Patents and will be responsible for preparing, filing, prosecuting and
maintaining all patent applications and patents, corresponding to or arising out
of the Licensed Technology. GTx shall use patent counsel of its own choice, at
its own expense. GTx agrees to pay all costs incident to the United States and
foreign applications, patents and like protection relating to the Licensed
Patents and the Licensed Technology, including all costs incurred for filing,
prosecution, issuance and maintenance fees as well as any costs incurred in
filing continuations, continuations-in-part, divisionals or related applications
and any re-examination or reissue proceedings. Subject to the provisions of
Article 6.4, GTx shall file and maintain patent applications corresponding to
the Licensed Technology in such countries as GTx in its sole discretion shall
select. UTRC shall have the sole and exclusive right, title and ownership in and
to all Licensed Patents corresponding to or arising out of the Licensed
Technology, which now exist or may exist in the future, including all United
States and foreign patent applications filed and patents issued pursuant to this
Article 6. GTx, its Sublicensees and Sub-sublicensees shall assign, transfer and
convey to UTRC all right, title and interest in and to all such Licensed
Patents. GTx shall be responsible for recording an assignment to UTRC of patent
applications filed pursuant to this Article 6 with the United States Patent and
Trademark Office and with each foreign Patent Office in which such applications
are filed. Upon request by GTx, UTRC will amend this Agreement as reasonably
necessary to confirm GTX's exclusive license in all such inventions conveyed to
UTRC as provided in this Section.
6.2 GTx agrees to keep UTRC informed, at GTx's expense, of filing and
prosecutions pursuant to this Article 6 including submitting to UTRC copies of
all patent applications, official actions and responses thereto within thirty
(30) days of filing or receipt, as the case may be. GTx agrees that it will
reimburse UTRC for its reasonable attorneys fees that UTRC reasonably incurs for
review by outside counsel of the material received from GTx. GTx shall consult
with UTRC regarding any abandonment of the Licensed Patents or the prosecution
of patent applications described in Article 6.1 prior to such abandonment.
9.
6.3 UTRC agrees to reasonably cooperate with GTx, at GTx's request and
expense, to whatever extent is reasonably necessary to procure patent protection
of any rights, including fully agreeing to execute any and all documents to
provide GTx the full benefit of the licenses granted herein with copies of
correspondence with Patent Offices concerning the Licensed Patents.
6.4 In the event that GTx decides not to continue prosecution of any
United States or foreign patent application to issuance or maintain any United
States or foreign patent on technology described or claimed in the Licensed
Patents or the Licensed Technology in a certain jurisdiction, GTx shall timely
notify UTRC in writing in order that UTRC may continue said prosecution or
maintenance of such patent applications or patents at its option and at its own
expense in such jurisdiction. GTx's right under this Agreement to practice the
invention(s) under such patents and patent applications shall immediately
terminate in such jurisdiction upon UTRC's assuming said costs provided that the
application, in which GTx decides not to continue prosecution or the patent
which GTx decides not to maintain, is before the Patent Offices of a country
included in Major Markets. GTx shall not be considered in default and this
Agreement shall not terminates to any particular jurisdiction, if GTx decides
not to continue prosecution of a patent application to issuance or maintain any
patent in any other country besides those included in Major Markets. If GTx
fails to notify UTRC in sufficient time for UTRC to continue prosecution, or the
maintenance of, a patent or patent application in a Major Market, GTx shall be
considered in default of this Agreement.
6.5 GTx and all its Sublicensees and Sub-sublicensees shall xxxx all
products covered by Licensed Patents with patent numbers in accordance with the
statutory requirements in the country (ies) of manufacture, use, and sale.
6.6 At such time as it is reasonable to do so, but in any event prior to
any statutory bar date for filing a patent application of which GTx has been
made aware, GTx shall prepare and submit a patent application directed toward
[*], entitled [*].
SECTION 7
Infringement
7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing
of any alleged assertion and/or claim of infringement of the Licensed Patents by
a Third Party and of any available evidence thereof.
7.2 GTx shall have the right, but shall not be obligated, to prosecute at
its own expense all infringements of the Licensed Patents and, in furtherance of
such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in
any such suit, without expense to UTRC. The total cost of any such infringement
action commenced or defended by GTx shall be borne by GTx. After deduction of
outstanding expenses, including attorneys fees of GTx, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC until UTRC
shall have recovered in full any royalty payments to which it would have been
otherwise entitled to receive hereunder, but for such infringement, and any
remaining balance, if
10.
any, shall be retained by GTx. No settlement, consent, judgment or other
voluntary dismissal of such suits may be entered into without the consent of
UTRC, provided that such consent shall not be unreasonably withheld and that
UTRC shall not condition such consent on an increase in payments to UTRC
hereunder.
7.3 If within six (6) months after having been notified of an alleged
infringement, GTx has not brought or is not diligently prosecuting an
infringement action, or if GTx has notified UTRC at any time prior thereto of
its intention not to bring suit against any alleged infringement of the Patents,
then, and in those events only, UTRC shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Licensed
Patents, and UTRC may, for such purposes, use the name of GTx as party
plaintiff. No settlement, consent judgment or other voluntary final disposition
of the suit may be entered into without the consent of GTx, which consent shall
not unreasonably be withheld. After deduction of outstanding expenses of UTRC,
including attorney fees and any expenses of GTx, including attorney fees
incurred prior to UTRC's pursuit of such infringement, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC.
7.4 In the event that GTx undertakes the enforcement and/or defense of the
Licensed Patents by litigation or an inter partes proceeding in the United
States or a foreign country against a Third Party, GTx may withhold up to [ * ]
of the payments otherwise thereafter due UTRC under Article 4 that are
attributable to sales in the country where such litigation or inter partes
proceeding takes place and apply the same toward reimbursement of up to half of
GTx's expenses, including reasonable attorneys' fees, in connection therewith.
GTx may not withhold any portion of the payments due UTRC under Article 4 in the
event that GTx undertakes the enforcement and/or defense of the Licensed Patents
by litigation or an inter partes proceeding in the United States or a foreign
country against an Affiliate, a Joint Alliance Party or a Residual Alliance
Party. Any recovery of damages by GTx for each such suit shall be applied first
in satisfaction of any unreimbursed expenses and legal fees of GTx relating to
such suit, and next toward reimbursement of UTRC for any payments under Article
4 past due or withheld and applied pursuant to this Article 7.
7.5 In the event that a declaratory judgment action alleging invalidity or
noninfringement of any of the Licensed Patents shall be brought against UTRC,
GTx at its option shall have the right, within thirty (30) days after
commencement of such action, to intervene and take over the sole defense of the
action at its own expense.
SECTION 8
Liability And Indemnification
8.1 GTx shall at all times during the term of this Agreement, indemnify,
defend and hold UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates, harmless against all
claims, proceedings, demands and liabilities of any kind whatsoever, including
legal expenses and reasonable attorneys fees (collectively, the "Claims"),
arising out of the death of or injury to any person or persons or out of any
damage to property, resulting from the production, manufacture, sale, use,
lease, or consumption of the Licensed Products, Licensed Processes or Licensed
Technology or arising from any obligation or
11.
act of GTx hereunder, except for Claims arising from the willful misconduct or
misrepresentation by UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates. Infringement by a Joint
Alliance Party, a Residual Alliance Party, Sublicensees or Sub-sublicensees of a
Third Party patent shall not be deemed for purposes of this Agreement as an
improper action, omission, or negligent act on the part of UTRC, The University
of Tennessee or their respective trustees, directors, officers, employees or
Affiliates.
8.2 GTx shall obtain and carry in full force and effect from the first
manufacture, use or sale of the Licensed Products, Licensed Processes or
Licensed Technology to [ * ] such manufacturing, use or sales cease, commercial,
general liability insurance which shall protect GTx and UTRC with respect to
events covered by Paragraph 8.1 above. Such insurance shall be written by a
reputable insurance company, shall list UTRC as an additional named insured
thereunder, shall be endorsed to include product liability coverage and shall
require thirty (30) days written notice to be given to UTRC prior to any
cancellation or material change thereof. The limits of such insurance shall not
be less than [ * ] per occurrence with an aggregate of [ * ] for personal injury
or death. GTx shall provide UTRC with Certificates of Insurance evidencing the
same.
8.3 UTRC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES
MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE, IN ANY LICENSED PRODUCT, LICENSED PROCESS, LICENSED TECHNOLOGY
OR GENERIC PRODUCT. IN NO EVENT SHALL UTRC, THE UNIVERSITY OF TENNESSEE, OR
THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, ECONOMIC DAMAGE, INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF
WHETHER UTRC OR THE UNIVERSITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF ANY OF THE FOREGOING, EXCEPT
FOR NEGLIGENCE, FRAUD, OR MISREPRESENTATION BY UTRC, ITS TRUSTEES, DIRECTORS,
OFFICERS, EMPLOYEES, AND AFFILIATES. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS:
A. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT THE PRACTICE BY
GTx OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENTS OF ANY THIRD
PARTY;
B. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY PATENT
APPLICATION INCLUDED IN THE PATENTS WILL ULTIMATELY ISSUE AS A PATENT;
C. A REPRESENTATION MADE OR WARRANTY GIVEN THAT GTx SHALL HAVE THE
RIGHT TO USE ANY PORTION OF THE LICENSED PATENTS THAT IS CLAIMED IN A PATENT OF
ANY THIRD PARTY;
12.
D. A REQUIREMENT THAT UTRC SHALL BE RESPONSIBLE FOR THE EXPENSES OF
FILING OR PROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY LICENSED PATENTS
IN FORCE;
E. AN OBLIGATION ON THE PART OF UTRC TO BRING OR PROSECUTE ACTIONS OR
SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE LICENSED PATENTS OR FOR
UNAUTHORIZED USE OF THE PATENTS OR MISAPPROPRIATION OF THE LICENSED TECHNOLOGY;
F. AN OBLIGATION ON THE PART OF UTRC TO DEFEND ANY ACTION OR SUIT
BROUGHT BY ANY THIRD PARTY;
G. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC AS TO THE SAFETY,
RELIABILITY OR EFFICACY OF: 1) THE LICENSED TECHNOLOGY OR THE INVENTIONS COVERED
BY THE LICENSED PATENTS; OR 2) ANY LICENSED PRODUCT OR LICENSED PROCESS THAT
INCORPORATES THE LICENSED PATENTS OR UTILIZES THE LICENSED PATENTS IN ITS
PRODUCTION, MANUFACTURE OR PERFORMANCE OR ANY GENERIC PRODUCT THAT INCORPORATES
THE LICENSED TECHNOLOGY OR UTILIZES THE LICENSED TECHNOLOGY IN ITS PRODUCTION,
MANUFACTURE OR PERFORMANCE; and
H. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY OF THE
CONTRIBUTORS WILL AGREE TO PROVIDE TECHNICAL ASSISTANCE OR CONSULTATION TO GTx,
OR THAT SUCH TECHNICAL ASSISTANCE OR CONSULTATION, IF PROVIDED, WOULD BE
SUFFICIENT TO ENABLE GTx TO SUCCESSFULLY EXPLOIT THE LICENSED TECHNOLOGY OR THE
LICENSED PATENTS.
8.4 UTRC represents and warrants that to the best of its actual knowledge:
(i) the Licensed Patents are valid and enforceable; (ii) it has the full power
to enter into this Agreement, to carry out its obligations under this Agreement,
and to grant the rights granted to GTx herein; (iii) it has not previously
granted and shall not grant to any Third Party any rights which are inconsistent
with the rights granted to GTx herein, (iv) it is the sole owner of the entire
right, title, and interest in and to the Licensed Patents and Licensed
Technology; and (v) it has fully complied with all requirements of 35 U.S.C.
Section 200 et seq. and all implementing regulations necessary to perfect title
to the rights and license granted to GTx herein.
8.5 UTRC acknowledges and understands that Xx. Xxxxxxxx X. Xxxxxxx is an
employee of The University of Tennessee and that he was and is currently the
Chief Executive Officer of GTx.
8.6 GTx represents that: 1) it has full corporate power and authority to
enter into this Agreement and carry out all the provisions of this Agreement; 2)
it is authorized to execute this Agreement on its behalf; 3) the person
executing this Agreement is duly authorized to do so; and 4) no consent,
approval or authorization of any other party is required.
13.
SECTION 9
Export Controls
9.1 GTx acknowledges that it is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended, and the United States Department of Commerce Export
Administration Regulations). The transfer of such items may require a license
from the cognizant agency of the United States Government and/or written
assurances by GTx that GTx shall not export data or commodities to certain
foreign countries without prior approval of such agency. UTRC neither represents
that a license shall not be required nor that, if required, it shall be issued.
SECTION 10
Non-Use Of Names
10.1 GTx shall not use the names or trademarks of UTRC or the University
of Tennessee, nor any adaptation thereof, in any advertising, promotional or
sales literature without prior written consent obtained from UTRC, except that
GTx may state that it has licensed the Licensed Patents and Licensed Technology
from UTRC.
10.2 UTRC shall not use the names or trademarks of GTx, nor any
adaptation thereof in any advertising, promotional or sales literature without
prior written consent obtained from GTx except that UTRC may state that it has
licensed the Licensed Patents and Licensed Technology to GTx.
SECTION 11
Dispute Resolution
11.1 Except for the right of either party to apply to a court of
competent jurisdiction for a temporary restraining order, a preliminary
injunction, or other equitable relief to preserve the status quo or to prevent
irreparable harm, any and all claims, disputes or controversies arising under,
out of, or in connection with this Agreement, shall be resolved upon thirty (30)
days written notice of either party to the other by final and binding
arbitration in Knoxville, Tennessee under the Commercial Arbitration Rules of
the American Arbitration Association, or the Patent Arbitration Rules if
applicable, then in effect. The arbitrator(s) shall have no power to add to,
subtract from or modify any of the terms or conditions of this Agreement, nor to
award punitive damages. The prevailing party in any such arbitration shall, in
addition to recovering reasonable out-of-pocket costs of the arbitration, be
entitled to an award of reasonable attorneys fees incurred in connection with
the arbitration, with any action necessary to perfect the arbitration award as a
judgment, and for any collection action required to secure payment of any
arbitration award. Any award rendered in such arbitration may be entered and
enforced by either party in either the courts of the State of Tennessee or in
the United States District Court for the Eastern District of Tennessee, to whose
jurisdiction for such purposes UTRC and GTx each hereby irrevocably consents and
submits, or in any other United States court having jurisdiction.
14.
11.2 Notwithstanding the foregoing, nothing in this Article shall be
construed to waive any rights or timely performance of any obligations existing
under this Agreement.
SECTION 12
Term Of Agreement And Termination
12.1 Unless earlier terminated, as hereinafter provided, the Term of this
Agreement shall be for the longer of twenty (20) years or the last to expire
term of any patent or patent application having a Valid Claim covering the
Licensed Patents. After such expiration, GTx shall have a perpetual,
royalty-free license to the Licensed Patents and Licensed Technology.
12.2 In the event of default or failure by GTx to perform any of the
terms, covenants or provisions of this Agreement, GTx shall have thirty (30)
days after the giving of written notice of such default by UTRC to correct such
default. If such default is not corrected within the said thirty (30) day
period, UTRC shall have the right, at its option, to cancel and terminate this
Agreement. The failure of UTRC to exercise such right of termination for
non-payment of royalties or otherwise shall not be deemed to be a waiver of any
right UTRC might have, nor shall such failure preclude UTRC from exercising or
enforcing said right upon any subsequent failure by GTx.
12.3 UTRC shall have the right, at its option, to cancel and terminate
this Agreement in the event that GTx shall become involved in insolvency,
dissolution, bankruptcy or receivership proceedings affecting the operation of
its business. In the event of termination of this Agreement pursuant to Articles
12.2 or 12.3 hereof, all rights to the Licensed Patents shall revert to UTRC.
12.4 Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination; and Articles 1, 5, 8, 9-12, 18,
20, and 21 shall survive any such termination.
12.5 No termination of this Agreement shall constitute a termination or a
waiver of any rights of either Party against the other Party accruing at or
prior to the time of such termination. The obligations of Articles 5 and 13
shall survive termination of this Agreement.
12.6 GTx shall have the right to terminate this Agreement at any time on
three (3) months notice to UTRC, and upon payment of all amounts due UTRC
through the effective date of the termination.
SECTION 13
Assignability
13.1 This Agreement shall be binding upon and shall inure to the benefit
of UTRC and its assigns and successors in interest, and shall be binding upon
and shall inure to the benefit of GTx and its assigns and successors to all or
substantially all of its assets or business to which this Agreement relates, but
shall not otherwise be assignable or assigned by GTx without prior written
approval by UTRC being first obtained, which approval shall not be unreasonably
withheld; provided that, for purposes hereof, GTx shall have the right to assign
this Agreement
15.
to an Affiliate of GTx (or any entity into which GTx shall have been merged or
consolidated, provided that at least 51% of such merged or consolidated entity
is owed by shareholders holding at least 51% of GTx immediately prior to such
merger or consolidation) without obtaining the prior written approval of UTRC.
No assignment shall be deemed effective unless such assignee has agreed in
writing to be bound by the terms and provisions of this Agreement. Any attempt
to assign or assignment made in violation of this Article 13.1, shall be void ab
initio.
SECTION 14
Governmental Compliance
14.1 GTx shall at all times during the term of this Agreement and for so
long as it shall make, use or sell Licensed Products, Licensed Processes or
Licensed Technology comply and cause its sublicensees to comply with all laws
that may control the import, export, manufacture, use, sale, marketing,
distribution and other commercial exploitation of Licensed Products, Licensed
Processes or Licensed Technology or any other activity undertaken pursuant to
this Agreement.
SECTION 15
Notices
15.1 Any notice or other communication under this Agreement shall be in
writing and shall be deemed to have been given: when delivered personally
against receipt therefor; one day after being sent by Federal Express or similar
overnight delivery; or three days after being mailed registered or certified
mail, postage prepaid, to a party hereto at the address set forth below, or to
such address as such party shall give by notice hereunder to the other party to
this Agreement.
If to UTRC: The University of Tennessee Research Corporation
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx, X.X.X. 00000-0000
Attn: President
If to GTx: 0 X. Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attn: Xx. Xxxxxxxx Xxxxxxx
Title: Chief Executive Officer
with a copy to: Xxxxx X. Xxxxxxxx, General Counsel, GTx, Inc.
SECTION 16
Severability Of Provisions
16.1 If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect
16.
and enforceable to the extent they are valid, legal and enforceable, and no
provision shall be deemed dependent upon any other covenant or provision unless
so expressed herein.
SECTION 17
Governing Law
17.1 This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Tennessee. This Agreement is expressly acknowledged to be subject to
all federal laws including but not limited to the Export Administration Act of
the United States of America. No conflict-of-laws rule or law that might refer
such construction and interpretation to the laws of another state, republic, or
country shall be considered. The Parties irrevocably and unconditionally agree
that the exclusive place of jurisdiction for any action, suit or proceeding for
a temporary restraining order, a preliminary injunction, or other equitable
relief to preserve the status quo or to prevent irreparable harm, arising under,
out of, or in connection with this Agreement ("Actions"), shall be in the courts
of the United States of America sitting in the city, state and country of State
of Tennessee, or, if such courts shall not have jurisdiction over the subject
matter thereof, in the courts of the State of Tennessee sitting therein, and
each such party hereby irrevocably and unconditionally agrees to submit to the
jurisdiction of such courts for the purposes of any such Actions. If any such
State court also does not have jurisdiction over the subject matter thereof,
then such an Action may be brought in the federal or state courts located in the
states of the principal place of business of any Party hereto.
SECTION 18
Confidentiality
18.1 Nothing herein shall preclude a Party from disclosing the existence
of this Agreement and the general scope of the license granted hereunder.
However, neither Party shall disclose the economic terms of this Agreement.
18.2 Subject to the exceptions set forth herein, all information or
material disclosed pursuant to this Agreement and/or related to the Licensed
Patents, Licensed Products, Licensed Process, Licensed Technology and Generic
Products shall be confidential ("Confidential Information"). Recipient of the
Confidential Information ("Receiving Party") agrees to hold in confidence, and
not to distribute or disseminate to any Person or entity, for any reason for a
period of five (5) years after receipt, any Confidential Information received,
under or relating to this Agreement, except for Confidential Information which:
(I) was known or used by the Receiving Party prior to the date of
disclosure to the Receiving Party as evidenced by written records; or
(II) either before or after the date of disclosure is lawfully
disclosed to the Receiving Party by sources other than the Providing Party which
are rightfully in possession of the Confidential Information and not subject to
any obligation of confidentiality, as evidenced by written records; or
17.
(III) either before or after the date of disclosure to the Receiving
Party becomes published, through no fault or omission on the part of the
Receiving Party; or
(IV) is independently developed by or for the Receiving Party
without reference to, knowledge of, or reliance upon the Confidential
Information as evidenced by written records;
(V) is required to be disclosed by the Receiving Party to comply
with applicable laws, to defend or prosecute litigation or to comply with
governmental regulations, provided that the Receiving Party provides prior
written notice of such disclosure to the Providing Party and takes reasonable
and lawful actions to avoid and/or minimize the degree of such disclosure,
provided that specific information shall not be deemed to be within any of these
exclusions merely because it is embraced by more general information falling
with these exclusions; or
(VI) is developed by or for the Receiving Party without reference
to, knowledge of, or reliance upon any of the Confidential Information.
18.3 The Parties recognize that GTx has entered into certain research
agreement(s) with The Ohio State University Research Foundation, The University
of Tennessee has entered into certain subcontract agreement(s) with The Ohio
State University Research Foundation and that GTx has entered into certain
consulting agreement(s) with one or more of the Contributors, which agreements
may contain confidentiality obligations and/or restrictions on publication
regarding, information or material related to this Agreement, the Licensed
Patents and/or the Licensed Technology. While UTRC acknowledges the need for
such confidentiality obligations and restrictions on publication in order for
GTx to preserve United States and foreign patent rights, UTRC makes no
representations or warranties, and has no obligation hereunder, regarding the
confidentiality or publication obligations of The University of Tennessee, the
Contributors or The Ohio State University Research Foundation.
18.4 The Parties agree that counsel of the Parties, who have a duty of
confidentiality to the respective Parties, may receive Confidential Information.
SECTION 19
Reformation
19.1 All Parties hereby agree that neither Party intends to violate any
public policy, statutory or common law, rule, regulation, treaty or decision of
any government agency or executive body thereof of any country or community or
association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.
18.
SECTION 20
Non-Waiver
20.1 The Parties covenant and agree that if a Party fails or neglects for
any reason to take advantage of any of the terms provided for the termination of
this Agreement or if a Party, having the right to declare this Agreement
terminated, shall fail to do so, any such failure or neglect by such Party shall
not be a waiver or be deemed or be construed to be a waiver of any cause for the
termination of this Agreement subsequently arising, or as a waiver of any of the
terms, covenants or conditions of this Agreement or of the performance thereof.
None of the terms, covenants and conditions of this Agreement may be waived by a
Party except by its written consent.
SECTION 21
Entire Agreement
21.1 This Agreement, as amended and restated herein, contains the entire
agreement and understanding of the parties as of the Effective Date with respect
to the subject matter hereof, supersedes any prior agreements and understandings
with respect thereto and cannot be modified, amended or waived, in whole or in
part, except in writing signed by the Party to be charged. Any such purported
non-written modification, amendment, or waiver shall be null and void. A
discharge of the terms of this Agreement shall not be deemed valid unless by
full performance of the Parties hereto or by writing signed by the Parties
hereto. A waiver by UTRC of any breach by GTx of any provision or condition of
this Agreement to be performed by GTx shall not be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.
19.
In Witness Whereof, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective dates shown below, but effective as of the
Agreement Date. The undersigned representative of UTRC is authorized to execute
this Agreement on its behalf and bind UTRC to the terms and conditions set
forth.
The University Of Tennessee Research Gtx, Inc. ("GTx")
Corporation ("UTRC")
By: /s/ Xxx X. Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------- ---------------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxx
Title: President Title: Chairman and Chief Executive
Officer
Date: 6-3-02 Date: 6/3/02
----------------------------- -------------------------------
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
20.
SCHEDULE 1
EPLC FILE NO. TITLE INVENTOR(S)/APPLICANT SERIAL NOD PA NO. FILING DATE STATUS
[ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
1.
