0001144204-10-063528 Sample Contracts

LICENSE AGREEMENT
License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations • New York

General. When used in this Agreement, each of the following terms, whether used in the singular or plural, will have the meanings set forth in this Article I. Capitalized terms not defined herein may be defined in the CRT Agreement, as specifically referenced in the context of the sentence applying such capitalized term(s).

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LICENSE AGREEMENT
License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations • New York

General. When used in this Agreement, each of the following terms, whether used in the singular or plural, will have the meanings set forth in this Article I.

EXCLUSIVE LICENSE AGREEMENT “ISOLATION AND APPLICATION OF P53 INHIBITORS TO CONTROLLING TISSUE RESPONSE TO A VARIETY OF STRESSES AND FACILITATING ANTI- CANCER TREATMENT” (UIC Tech ID #CS01)
Exclusive License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations • Illinois

This EXCLUSIVE LICENSE AGREEMENT is effective on the date last subscribed below (the “Effective Date”), and is by and between THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, a body corporate and politic of the State of Illinois (“UNIVERSITY”) with offices in Chicago, Illinois 60612, and QUARK BIOTECH, INC., a California corporation with principal offices at 1059 Serpentine Lane, Pleasanton, California 94566, (“QBI”).

Amendment No. 1
Quark Pharmaceuticals Inc • November 24th, 2010 • Pharmaceutical preparations

This Amendment No. 1 (the “Amendment”) is entered into by and between ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge MA 02142 U.S.A. (“ALNYLAM”), and QUARK PHARMACEUTICALS, INC (previously known as Quark Biotech, Inc.), a corporation organized under the laws of the State of California having offices located at 6501 Dumbarton Circle Fremont, CA 94555 U.S.A. (“QUARK”).

AMENDMENT TO COLLABORATION AGREEMENT
Collaboration Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment to the Collaboration Agreement (“Amendment”) is made as of May 25, 2006 (“Effective Date”) by and between Quark Biotech, Inc., a private limited company incorporated under the laws of California with a principal office at 6540 Kaiser Drive, Fremont, California 94555 (hereinafter “Quark”) and QBI Enterprises Ltd., a private company incorporated under the laws of the State of Israel with a principal office at Weizmann Science Park, P.O. Box 4071, Nes Ziona 70400, Israel (together hereinafter “QBI”), and Atugen AG, a company incorporated under the laws of Germany with a registered office at Robert-Rössle-Strasse 10, D-13125 Berlin, Germany (“Atugen”).

LICENSE AGREEMENT BY AND BETWEEN QUARK BIOTECH INC. AND
License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations • New York

This License Agreement (this “Agreement”), dated as of September 25, 2006, is by and between Quark Biotech Inc., a California corporation with offices located at 6536 Kaiser Avenue, Fremont, California 94555, U.S.A. (“Quark”) and Pfizer Inc., a Delaware corporation with offices located at 235 East 42nd Street, New York, New York, 10017, U.S.A. (“Pfizer”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

WHEREAS, the Executive is currently an employee of the Company pursuant to an employment agreement between the Executive and the Company dated January 20 th , 1995, as amended form time to time, (the “Prior Agreement”);

COLLABORATION AGREEMENT
Collaboration Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

atugen AG, a company incorporated under the laws of Germany, whose registered office is at Robert-Rössle-Str. 10, D13125 Berlin, Germany (hereinafter “Atugen”), of the first Part; and

Option Agreement By And Between Novartis International Pharmaceutical Limited And Quark Pharmaceuticals, Inc.
Option Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

[ * ] = 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.

FIRST AMENDMENT TO THE LICENSE AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS AND QUARK BIOTECHNOLOGY, INC.
The Exclusive License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT (the “First Amendment”) is made and entered into as of March 23, 2007 (“Amendment Date”) by and between THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, a body corporate and politic of the State of Illinois, 1737 W. Polk St., Chicago, IL 60612 (“UNIVERSITY”) and QUARK BIOTECH, INC a California corporation, with a principal place of business at 6536 Kaiser Drive, Fremont, CA 94555 (“LICENSEE”).

Contract
License and Collaboration Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

[ * ] = 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.

EMPLOYMENT AGREEMENT
Employment Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

This Agreement, is made on 1 August, 2010 (Effective date 1 August 2010), by and between, Q.B.I. Enterprises Ltd. (the “Company”) and Sagit Reich (the “Executive”);

EMPLOYMENT AGREEMENT
Employment Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

THIS AGREEMENT is entered into as of the 14th day of September, 1997, by and between Q. B. I. ENTERPRISES LTD. (the “Company”) and Ms. Smadar Samirah, Israel I.D. number 022498802 (the “Employee”).

Amendment No. 1
Quark Pharmaceuticals Inc • November 24th, 2010 • Pharmaceutical preparations

This Amendment No. 1 (the “Amendment”) is entered into by and between ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge MA 02142 U.S.A. (“ALNYLAM”), and QUARK PHARMACEUTICALS, INC (previously known as Quark Biotech, Inc.), a corporation organized under the laws of the State of California having offices located at 6501 Dumbarton Circle Fremont, CA 94555 U.S.A. (“QUARK”).

AMENDMENT NUMBER TWO TO THE LICENSE AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS AND QUARK PHARMACEUTICALS, INC.
Exclusive License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

THIS AMENDMENT #2 TO THE EXCLUSIVE LICENSE AGREEMENT (the “Second Amendment”) is made and entered into as of December 22, 2009 (the “Amendment Date”) by and between THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“UNIVERSITY”) and QUARK PHARMACEUTICALS, INC. (previously QUARK BIOTECH, INC.), a California corporation, with a principal place of business at 6501 Dumbarton Circle, Fremont, CA 94555 (“LICENSEE”).

Contract
Quark Pharmaceuticals Inc • November 24th, 2010 • Pharmaceutical preparations

[ * ] = 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.

PATENT LICENSE AGREEMENT
Patent License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Patent License Agreement (“Agreement”) is made and entered into as of the 29th day of January 2010 (the “Effective Date”) by and between Dharmacon, Inc., a wholly owned subsidiary of Thermo Fisher Scientific, Inc., with a principal place of business at 2650 Crescent Drive, #100, Lafayette, CO 80026 (“Licensor”) and Quark Pharmaceuticals, Inc., with a principal place of business at 6501 Dumbarton Circle, Fremont, CA 94555 (“Quark”). Licensor and Quark are each referred to herein individually as a “Party” and collectively as the “Parties.”

to Option and License Agreement
Option and License Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

This Addendum No. 1 (the “Addendum” is made and entered Into as of this 13th day of July, 2007 (the “Effective Date”) between Silence Therapeutics AG, (formerly known as Atugen AG) a company incorporated under the laws of Germany, whose registered office is at Robert-Rössle-Str. 10, D13125 Berlin, Germany (hereinafter referred to as “ST”), and Quark Pharmaceuticals, Inc. (formerly known as Quark Biotech, Inc.), a corporation incorporated under the laws of California whose principal office is at 6501 Dumbarton Circle Fremont, CA 94555 and QBI Enterprises Ltd., a private company incorporated under the laws of the State of Israel whose principal office is at Weizmann Science Park, P.O. box 4071, Nes Ziona 70400, ISRAEL (together hereinafter referred to as “QBI”)

EMPLOYMENT AGREEMENT
Employment Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

THIS AGREEMENT, is made on May 10, 2007, by and between, Q.B.I. Enterprises Ltd. (the “Company”) and Juliana Friedman, Israeli I.D. number 131114871 (the “Executive”);

Option and Licence Agreement
Quark Pharmaceuticals Inc • November 24th, 2010 • Pharmaceutical preparations

Atugen AG, a company incorporated under the laws of Germany, whose registered office is at Robert-Rössle-Str. 10, D13125 Berlin, Germany of the first Part;

EMPLOYMENT AGREEMENT
Employment Agreement • November 24th, 2010 • Quark Pharmaceuticals Inc • Pharmaceutical preparations

WHEREAS, the Executive is currently an employee of the Company pursuant to an employment agreement between the Executive and the Company dated December 15, 1997, as amended form time to time, (the “Prior Agreement”);

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