***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
And 240.24b-2
Exhibit 10.67
LICENSE AGREEMENT
This license agreement (the "Agreement"), effective as of December 31, 2004 (the
"Effective Date") is by and between Gen-Probe Incorporated ("Gen-Probe"), a
Delaware corporation having an address at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇ and Corixa Corporation ("Corixa"), a Delaware corporation, having an
address at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (collectively the
"parties" and each a "party").
1. BACKGROUND
1.1. Corixa controls certain intellectual property rights related to
nucleic acids, antigens and antibodies that may be useful components
in cancer diagnostic products.
1.2. Gen-Probe desires to obtain a license under Corixa's rights to such
intellectual property in order to make, use and sell certain
diagnostic products that incorporate such components.
2. DEFINITIONS
2.1. "AFFILIATE" shall mean, with respect to either party hereto, any
corporation, partnership, or organization which such party directly or
indirectly controls, is controlled by or is under common control with.
For the purposes of this definition "control" shall mean holding of
fifty percent (50%) or more of the voting stock or other ownership
interest of the corporation or business entity involved, or if it
possesses the power to directly or indirectly control the management
and policies of the other corporation or business entity.
2.2. "ANALYTE SPECIFIC REAGENT" OR "ASR" shall mean diagnostic reagents
used or sold for use by Third Parties with General Purpose Reagents
(GPR) under applicable regulations of the U.S. Food and Drug
Administration, where the ASR's and GPR's are not considered to
comprise a diagnostic test kit.
2.3. "CONFIDENTIAL INFORMATION" shall mean, subject to the terms of Article
9 of this Agreement, all information and materials received by either
party from the other party pursuant to this Agreement that is marked
as "confidential", "restricted", "proprietary" or the like, or which
is stated to be such within sixty (60) days after its disclosure if
transmitted orally, or which by its nature is information normally
intended to be held in confidence, whether in the form of tangible
media, oral disclosures or otherwise. The nature and terms of this
Agreement shall be deemed to be Confidential Information.
2.4. "CONTROL" OR "CONTROLLED" means with respect to any Know-How, Licensed
Patents or other intellectual property rights, the possession by a
party of the right, power and authority (whether by ownership, license
or otherwise) to grant a license or sublicense to such Know-How,
Licensed Patents or other
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intellectual property without violating the terms of any agreement or
other arrangement with any Third Party.
2.5. "DIAGNOSTIC RESULT" shall mean one or more of the following
determinations as they pertain to a discrete disease or condition: the
presence or absence of the disease or condition, predisposition to or
likelihood of contracting the disease or condition, monitoring the
progress or decline of the disease or condition, predicting and/or
monitoring the response to treatment of the disease or condition,
prognosis relating to the disease or condition, and, identification of
the origin of the tissue.
2.6. "END USER" shall mean those persons or entities who are not in the
business of reselling products, and whose use of a product normally
results in the product's consumption, destruction or loss of activity.
2.7. "FDA" shall mean the Food and Drug Administration of the United States
or its foreign equivalent or counterpart, as applicable.
2.8. "FIELD" shall mean the field of [...***...] and [...***...].
2.9. "FIRST COMMERCIAL SALE" shall mean the first sale on a commercial
basis after receiving Marketing Approval of any Licensed Product by
Gen-Probe or its sub-licensees to a Third Party (excluding any
Affiliate or sublicensee of Gen-Probe, unless such Affiliate or
sublicensee is an End User), in any country, on a country-by-country
basis.
2.10. "KNOW-HOW" means all trade secret or other information that is not
generally known or biological materials, including, without
limitation, cells, cell lines, genes, gene fragments, gene sequences,
probes, DNA, RNA, cDNA libraries, proteins, peptides, polypeptides,
plasmids, vectors, expression systems, organisms, biological
substances, and any constituents, progeny or replications thereof or
therefrom, reagents, chemical compounds, inventions, improvements,
practices, formula, trade secrets, techniques, methods, procedures,
knowledge, know-how, skill, experience, results, test data (including,
without limitation, pharmacological, toxicological, animal model and
clinical test data), analytical and quality control data and any
marketing, pricing, distribution, cost, sales, manufacturing, patent
or data descriptions, whether or not patentable, that are owned or
Controlled by Corixa and that are related to the Licensed Products and
the monoclonal antibody-producing hybridoma cell line clones
identified in Exhibit B.
2.11. "LICENSED PATENTS" shall mean the U.S. and foreign patents (including
without limitation any reissues, reexaminations, extensions,
divisions, renewals, substitutions, confirmations, registrations,
revalidations, revisions and additions of or to any of the foregoing)
and patent applications (including without limitation any renewal,
division, continuation, continued prosecution application or
continuation-in-part of any of such applications) set forth in Exhibit
A.
2.12. "LICENSED PRODUCT" shall mean any product in the Field that
incorporates Know-How or at least one (1) Marker, the manufacture,
use, sale, or import of which by Gen-Probe or a Gen-Probe sublicensee,
would, but for the license granted herein, infringe one (1) or more of
the Valid Claims of one (1) or more
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Licensed Patents or, in the case of Know-How, was utilized in the
development, manufacturing, use or sale of a product.
2.13. "MARKER" shall mean a specific nucleic acid composition (or
derivative thereof), protein composition (or derivative thereof), or
antibody directed to the specific protein composition and methods
employing or assaying for the presence of such compositions for
providing a Diagnostic Result. Such nucleic acid composition may be a
polynucleotide or fragment of a polynucleotide and such protein
composition may be a polypeptide or fragment of a polypeptide.
2.14. "MARKETING APPROVAL" shall mean, with respect to a particular Licensed
Product in a particular country, the date upon which the last of all
governmental or regulatory approvals required for the sale of such
Licensed Product in that country has been granted.
2.15. "NET SALES" shall mean the gross amount invoiced to non-affiliated
Third Parties by Gen-Probe, its Affiliates, or its sublicensees in
arms length transactions, less the following reasonable and customary
accrual-basis deductions to the extent applicable to such invoiced
amounts (to the extent each is actually incurred and included in the
invoiced gross sales price) in accordance with generally accepted
accounting practices ("US GAAP"), as consistently applied by Gen-Probe
for financial reporting purposes: (i) [...***...], [...***...] and
[...***...], [...***...], or [...***...] (including, without
limitation, [...***...]); (ii) [...***...] for [...***...],
[...***...] or [...***...] or [...***...]; [...***...]; [...***...];
or [...***...]; (iii) [...***...], [...***...] and [...***...],
[...***...], [...***...], [...***...] and other [...***...] (including
[...***...], but excluding what is commonly known as [...***...]); and
(iv) [...***...] or [...***...] given or made for [...***...],
[...***...] and [...***...]. The specific deductions taken under, and
the general provision of, (i) through (iv) above shall be adjusted
periodically as necessary to reflect amounts actually incurred. For
the avoidance of doubt, a Licensed Product sale shall be deemed to
occur when shipment of such Licensed Product is recognized by
Gen-Probe, its Affiliates, or its sublicensees as revenue under US
GAAP, consistently applied.. A "sale" shall also include a transfer or
other disposition for consideration other than cash, in which case
such consideration shall be valued at the fair market value thereof.
Transfers or dispositions for charitable or promotional purposes or
for pre-clinical, clinical, regulatory or governmental purposes prior
to receiving Marketing Approval are not considered a "sale."
2.15.1. In the event that a Licensed Product is sold pursuant to a
"reagent/rental" program or comparable sale or lease program,
that portion of the invoiced price of such Licensed Product
reasonably allocable to recovery of the cost of the
instrumentation shall also be deducted in determining the Net
Sales of such Licensed Product; provided that Gen-Probe shall not
market Licensed Products and instrumentation in such a manner as
to distort the relative profitability of the Licensed Products
when considered in light of Gen-Probe's standard accounting
practices and standard marketing practices within the clinical
diagnostic industry.
2.16. "ROYALTY TERM" means
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2.16.1. With respect to each Licensed Product in each country of the
Territory, considered on a country-by-country basis, the period
beginning upon the Effective Date and extending for so long as a
Valid Claim remains in effect and would be infringed by such
Licensed Product but for the license granted by this Agreement;
2.16.2. Notwithstanding the above, in the event that termination of
the Royalty Term as computed Section 2.16.1 is less than
[...***...] years from the First Commercial Sale of such Licensed
Product anywhere in the Territory, then the Royalty Term in each
country shall extend until the [...***...] anniversary of the
date computed in Section 2.16.1.
2.17. "TERRITORY" means the entire world.
2.18. "THIRD PARTY" shall mean any person or entity other than Gen-Probe,
Corixa or their respective Affiliates.
2.19. "THERAPEUTIC DRUG MONITORING" OR "TDM" shall mean the use of a
Marker(s) solely for the purpose of pre-screening human patients to
determine eligibility for therapeutic treatment with an Active
Response Product (as defined below) that incorporates such Marker(s)
and/or a Passive Response Product (as defined below) that incorporates
such Marker(s), or for [...***...] receiving such an Active Response
Product and/or Passive Response Product, as applicable, either during
the clinical phase of development of such Active Response Product
and/or Passive Response Product, as applicable, or following
commercialization thereof. For further clarification, use of a product
is outside the Field if such product is associated commercially with
Active Response Product and/or Passive Response Product administration
and cannot be sold purely as a diagnostic product used for
[...***...], [...***...] or [...***...] or for monitoring patient
response to non-Active Response Product(s) or non-Passive Response
Product(s). For purposes of this Agreement, "Active Response Product"
shall mean a [...***...] containing [...***...], [...***...] presented
in a [...***...] or as a [...***...]. For purposes of this Agreement,
"Passive Response Product" shall mean an [...***...]a [...***...], or
[...***...] to a [...***...] administered to patients [...***...] a
[...***...].
2.20. "VALID CLAIMS" shall mean with respect to each country in the
Territory, a claim of an issued, unexpired patent or any pending
patent applications included in the Licensed Patents, which patent has
not been (a) held invalid or unenforceable by a final decision of a
court or governmental agency of competent jurisdiction, which decision
is unappealable or was not appealed within the time allowed therefore,
or (b) admitted in writing to be invalid or unenforceable by the
holder(s), whether by means of reissue, disclaimer or otherwise.
3. GRANTS
3.1. LICENSE AND RESTRICTIONS. (a) Corixa hereby grants to Gen-Probe a
royalty-bearing, exclusive right and license, with the right to
sublicense as provided in
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Section 3.2, under the Licensed Patents and Know-How, to conduct
research and to develop, make and have made, sell, offer to sell and
have sold, import and have imported Licensed Products in the Field in
the Territory; provided, however, that such license grant is subject
to the restrictions set forth in Section 3.1(b) below.
(b) The license granted by Corixa to Gen-Probe in Section 3.1(a)
above is subject to the following restrictions:
(i) it is a [...***...] right as it applies to Licensed
Products in the field of [...***...],
(ii) all rights to the [...***...], [...***...] and
[...***...] conducted for the purpose of diagnosing a
condition or disease in humans and for sale as a
research diagnostic for the [...***...] and [...***...]
are excluded from such license grant,
(iii) it is a [...***...] right as it applies to (a)
[...***...], [...***...] and [...***...] conducted for
the purpose of [...***...]or [...***...] in [...***...]
for the [...***...] and (b) [...***...] for the
[...***...] and
(iv) it does not include any rights related to (a) the
[...***...] or (b) the [...***...] or (c) the
development of diagnostics for the detection of
[...***...] the [...***...] listed on Exhibit C that
Corixa has already licensed to a Third Party.
As used in this Section 3.1(b), the term "co-exclusive" shall mean
that at no time during the term of such license or right shall Corixa
grant a right or license in a given country or territory to more than
one entity in addition to the rights and licenses granted under this
Agreement to Gen-Probe, its Affiliates and sublicensees.
3.2. SUBLICENSES. The grant under Section 3.1 above hereby includes the
right of Gen-Probe to grant sublicenses to its Affiliates and to Third
Parties within the scope of the license and rights granted to
Gen-Probe in Section 3.1. Any sublicense agreement by Gen-Probe to an
Affiliate or a Third Party hereunder shall include provisions
concerning intellectual property and confidentiality at least as
protective of Corixa as those set for herein and such agreement shall
consistent with all terms and conditions of this Agreement. Within
thirty (30) days following execution of any sublicense of any rights
hereunder, Gen-Probe shall provide to Corixa a copy of such sublicense
agreement.
4. TECHNOLOGY TRANSFER
4.1. TECHNOLOGY TRANSFER. Within thirty (30) days of GenProbe's payment
to Corixa of the license fee set forth in Section 5.1(a) and a written
request from Gen-Probe, Corixa shall transfer to Gen-Probe, at
Gen-Probe's expense and in
***CONFIDENTIAL TREATMENT REQUESTED
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a format reasonably acceptable to Gen-Probe, a selection of materials,
information, data and procedures that currently exist and that are in
Corixa's possession and that, in each case, comprise the "best
practices" Know-How as of such date and any other Know-How that is
necessary or reasonably useful for Gen-Probe and that is in Corixa's
possession. Following such initial transfer, to the extent the parties
identify any additional materials and/or information that is in
Corixa's possession (including without limitation, any materials,
protocols, reagents, compounds, biological materials, assays, data,
reports, analyses and other information) relating to the rights
granted under this Agreement that would be necessary or reasonably
useful for Gen-Probe, and not already disclosed to Gen-Probe by Corixa
hereunder, Gen-Probe may request that Corixa provide, and Corixa shall
provide, at Gen-Probe's expense, a further reasonable number of such
materials or information within thirty (30) days from such request.
5. PAYMENTS
5.1. MILESTONE PAYMENTS. Gen-Probe shall pay to Corixa the following
non-refundable, non-creditable fees to the extent they become due
during any Royalty Period in the United States computed under Section
2.16.1:
(a) One Million Six Hundred Thousand Dollars ($1,600,000) within
thirty (30) days of the Effective Date.
(b) One Million Six Hundred Thousand Dollars ($1,600,000) by January
31st, 2006.
(c) One Million Six Hundred Thousand Dollars ($1,600,000) by January
31st, 2007.
(d) [...***...] upon the [...***...] submission of an application to
the FDA for approval to market a Licensed Product.
(e) [...***...] upon the [...***...] of the first [...***...].
(f) [...***...] upon the [...***...] Marketing Approval of a Licensed
Product.
(g) [...***...] upon each submission of an application to the FDA for
approval to market a Licensed Product that includes any Marker
for which such fee has not already been paid.
(h) [...***...] upon Marketing Approval of each Licensed Product
incorporating one or more Markers for which such fee has not
already been paid.
(i) [...***...] upon reaching Net Sales [...***...] in a calendar
year for each Licensed Product for which such fee has not already
been paid.
(j) [...***...] upon reaching Net Sales of [...***...] in a calendar
year for each Licensed Product incorporating one or more Markers
for which such fee has not already been paid.
(k) In the event that a Licensed Product is directed at [...***...]
or more different Markers and one of the Markers was used in a
Licensed Product
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incorporating [...***...] or [...***...]Markers for which
Gen-Probe had reached Net Sales of [...***...] in a calendar
year, then the milestone payments set forth in Sections 5.1(g),
5.1(h), 5.1(i) and 5.1(j) shall be [...***...] for such Licensed
Product of the type that is described in this Section 5.1(k).
5.2. ROYALTY PAYMENTS. In addition to the amounts payable pursuant to
Section 5.1 above and subject to Section 6.1, below, Gen-Probe shall,
until the end of the applicable Royalty Term, pay Corixa a royalty on
Net Sales of all Licensed Products as follows:
(a) With respect to Net Sales of Licensed Products that are
[...***...] for which Marketing Approval has not been obtained a
royalty of [...***...] shall apply.
(b) With respect to Net Sales of Licensed Products for which
Marketing Approval has been obtained a royalty of [...***...]
shall apply.
5.3. SUBLICENSING REVENUE. In addition to the foregoing, Gen-Probe shall
pay to Corixa a sum equal to [...***...] of all amounts received by
Gen-Probe in consideration of Gen-Probe sublicensing of any of its
rights to the Licensed Patents and/or Know-How granted hereunder to
Third Parties, such amounts to include, without limitation,
[...***...], [...***...], [...***...], [...***...] and [...***...]. In
addition, Gen-Probe shall, until the end of the applicable Royalty
Term, pay Corixa a royalty on Net Sales of all Licensed Products by
its sublicensees equal to the lesser of (i) [...***...] of the royalty
paid by Gen-Probe's sublicensee to Gen-Probe or (ii) the royalty that
would otherwise be paid by Gen-Probe to Corixa pursuant to Section 5.2
above as if it were Gen-Probe's Net Sales; provided, however, that in
no event shall the royalties payable to Corixa ever be less that
[...***...] of the Net Sales of Licensed Products, unless the
circumstances described in Section 6.1(b) below exist, in which case,
the royalty payable to Corixa shall never be less than [...***...] of
Net Sales of such Licensed Product.
6. ADJUSTMENTS TO ROYALTY PAYMENTS
6.1. ADJUSTMENTS. The royalty rates payable pursuant to Section 5.2 above
may be reduced as follows:
(a) If a Licensed Product sold in a particular country or territory
is at the time of sale not covered by a Valid Claim of at least
one Licensed Patent in such country, for example, due to Corixa's
failure to apply for patents, or the expiration or invalidation
of all relevant Licensed Patents in such country by final
judicial or patent office action without possibility of appeal or
reinstatement, then the applicable royalty rate stated in Section
5.2 with respect to Net Sales of such Licensed Product sold in
that country under those conditions shall be reduced by
[...***...]. However, if such Licensed Product is later covered
by a Valid Claim of at least one Licensed Patent in such country
or territory, the full royalty provided for in
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Section 5.2 shall be due as provided therein for the period that
such patent is a Licensed Patent covering such country.
(b) Where the manufacture, sale, offer for sale, use or importation
of a Licensed Product infringes the proprietary rights of a Third
Party due to the incorporation of a Corixa-owned or Controlled
Marker into the Licensed Product, and Gen-Probe or any of its
sublicensees is required to pay any royalties or other amounts as
a result of such infringement (the "Third Party Amounts"), the
royalties payable under Section 5.2 shall be reduced by
[...***...] of the amount of the Third Party Amounts, provided,
however, that the royalties payable by Gen-Probe to Corixa under
Section 5.2 above shall in no event be reduced to less than
[...***...] as a result of this Section 6.1(b).
(c) In the event that the Licensed Product is a diagnostic assay that
includes one or more Corixa-owned or Controlled Markers and other
Markers in-licensed by Gen-Probe from a Third Party, then the
royalties payable under Section 5.2 shall be reduced by
[...***...] of the amount of royalties payable by Gen-Probe to
such Third Party for such in-license, provided, however, that the
royalties payable by Gen-Probe to Corixa under Section 5.2 above
shall in no event be reduced to less than [...***...] as a result
of this Section 6.1(c).
7. REPORTS AND PAYMENT TERMS
7.1. REPORTS. Within sixty (60) days following the close of each calendar
quarter, Gen-Probe will submit to Corixa a report of Gen-Probe's and
its sublicensee(s)' Net Sales and any payments due based on such Net
Sales under the terms of this Agreement for such period.
7.2. TIMING OF PAYMENTS. Payments due as set forth in statements pursuant
to Section 7.1 will be paid with the submission of such reports to
Corixa. Except as otherwise set forth in Section 5.1(a), all other
payments due under the terms of this Agreement shall be paid within
[...***...] days of the relevant event on which such payment is based.
7.3. LATE PAYMENTS. All amounts past due shall bear interest from the date
they are due until the date they are paid the rate of [...***...] per
annum.
7.4. CURRENCY EXCHANGE. The remittance of all amounts payable to Corixa
under this Agreement (including royalties for Net Sales of Licensed
Products outside the United States) will be made by Gen-Probe,
notwithstanding currency restrictions or regulations in any country
where the Licensed Products are sold, in United States dollars at the
official rate of exchange (as quoted by Citibank NA and calculated as
the average of the exchange rates at noon Pacific Time on the last
business day of the second and third months of the applicable calendar
quarter) of the currency of the country from which the royalties are
payable.
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7.5. AUDITS.
(a) Upon the written request of Corixa and not more than [...***...]
in each calendar year, Gen-Probe and its Affiliates shall permit an
independent certified public accounting firm of nationally recognized
standing, selected by Corixa and reasonably acceptable to Gen-Probe,
at Corixa's expense, to have access during normal business hours to
such of the records of Gen-Probe and its Affiliates as may be
reasonably necessary to verify the accuracy of the royalty reports
hereunder for any year ending not more than [...***...] months prior
to the date of such request. The accounting firm shall disclose to
Corixa only whether the reports are correct or not and the specific
details concerning any discrepancies.
(b) If such accounting firm concludes that additional royalties were
owed during the audited period, Gen-Probe shall pay such additional
royalties within thirty (30) days of the date Corixa delivers to
Gen-Probe such accounting firm's written report so concluding. The
fees charged by such accounting firm shall be paid by Corixa;
provided, however, that if the audit discloses that the royalties
payable by Gen-Probe for such period are more than [...***...] of the
royalties actually paid for such period, then Gen-Probe shall pay the
reasonable fees and expenses charged by such accounting firm.
(c) Corixa shall treat all financial information subject to review
under this Section 7.5 as Confidential Information, and shall cause
its accounting firm to retain all such financial information in
confidence. Corixa shall cause a copy of any reports provided by such
accounting firm to Corixa hereunder also to be provided to Gen-Probe.
7.6. PAYMENT METHOD. All payments hereunder shall be in U.S. Dollars by
bank wire transfer in immediately available funds from a United States
bank located in the United States to the following Corixa account (or
such other bank account as designated by Corixa from time to time):
Name: [...***...]
Address: [...***...]
[...***...]
Account: [...***...]
Account #:[...***...]
If Gen-Probe is required to withhold and remit any tax to the tax
authorities in any regard to any amount payable to the Corixa, such
amount shall be withheld and paid to the such tax authority. In such
event, Gen-Probe shall notify Corixa and promptly furnish with copies
of any documentation evidencing such withholding.
8. PATENT PROSECUTION AND LITIGATION
8.1. As between the parties, Corixa shall have [...***...] and [...***...]
regarding any prosecution or maintenance of the Licensed Patents;
provided, however, that Corixa may not file any Licensed Patents that
claim [...***...], and/or [...***...] unless requested to do so in
advance by Gen-Probe. Any such filing or
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prosecution shall be performed by legal counsel selected by Gen-Probe
and approved by Corixa, which consent shall not be unreasonably
withheld. Corixa shall keep Gen-Probe reasonably informed of the
course of patent prosecution or other proceedings relating to the
Licensed Patents. Gen-Probe shall hold all information disclosed to it
under this Section 8.1 as Confidential Information.
(i) Gen-Probe shall reimburse Corixa [...***...] incurred after
the Effective Date in connection with the filing,
prosecuting and maintenance of the Licensed Patents that
claim [...***...], and/or [...***...] whether or not Corixa
has a [...***...] development program, and for all Licensed
Patents for programs in which Corixa does not have a
[...***...] development program ongoing.
(ii) Gen-Probe shall have the right to terminate, on thirty days
written notice to Corixa and on a country-by-country basis,
its obligation to reimburse Corixa for the costs of
prosecuting and maintaining any or all claims in any
Licensed Patents that claim [...***...], and/or [...***...].
In the event that Gen-Probe elects not to fund the
prosecution or maintenance of any such claim of any Licensed
Patents in a country, Gen-Probe shall relinquish all rights
under this Agreement with respect to such claim(s) and the
license granted hereunder shall terminate as to such
claim(s) in such country.
(iii) In connection with the filing, prosecuting and maintenance
of the Licensed Patents that do not claim [...***...] and
for which Corixa has a [...***...] development program
ongoing and where the making, using, selling, and/or
importing of Licensed Product would infringe a Valid Claim
but for the license granted by Corixa hereunder, Corixa
shall first give Gen-Probe the opportunity to consider if it
has any interest in pursuing such claims. Gen-Probe shall
inform Corixa in writing regarding its decision to pursue
such claims within thirty (30) days of receiving a written
description of the proposed claims from Corixa. In the event
that Gen-Probe elects not to pursue such claims, Gen-Probe
shall have no obligation to reimburse Corixa for any costs
that may be incurred for the filing, prosecution or
maintenance of such claims and Gen-Probe shall relinquish
all future rights under the Agreement to such claims. In the
event Gen-Probe elects to pursue such claims, Gen-Probe
shall reimburse Corixa for [...***...] of the costs incurred
after the Effective Date in connection with the filing,
prosecuting and maintenance of the Licensed Patents that do
not claim [...***...], and/or [...***...] and for which
Corixa has a [...***...] development program ongoing and
where the making, using, selling, and/or importing of
Licensed Product would infringe a Valid Claim but for the
license granted by Corixa. Notwithstanding the foregoing,
such costs shall not in any event exceed $[...***...] per
year.
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8.2. ENFORCEMENT. A party will notify the other party if it becomes aware
of the activities of any Third Party which are believed to infringe
any of the Licensed Patents. Subject to the parties entering into a
mutually acceptable joint defense agreement or both parties agreeing
that a joint defense agreement is not necessary, the parties shall
consult as to potential strategy or strategies to terminate such
alleged infringement without litigation. Gen-Probe and/or its
sublicensee(s), at its/their sole discretion, may take reasonable
actions to terminate such alleged infringement without litigation.
Gen-Probe and/or its sublicensee(s) shall promptly notify Corixa in
writing of its/their intention with regard to any such infringement.
If the efforts of Gen-Probe and/or its sublicensee(s) are not
successful in terminating the alleged infringement, Gen-Probe and/or
its sublicensee(s) shall have the right, but not the obligation, to
commence any action or proceeding against such infringement, at
its/their own cost. To the extent Gen-Probe and/or its sublicensee(s)
takes such action, Gen-Probe and/or its sublicensees shall control any
such action undertaken by Gen-Probe and/or its sublicensee(s) against
such an infringer, and Gen-Probe and/or its sublicensee(s) may enter
into settlements, stipulated judgments or other arrangements
respecting such infringement, at its/their own expense; provided
however, that if such proposed settlements, judgments or arrangements
would result in reduction or elimination of payments to Corixa under
this agreement, they shall be subject to Corixa's consent, not to be
unreasonably withheld. If Gen-Probe and/or its sublicensee(s)
commences such infringement action, Corixa agrees to execute all
papers and to perform such other acts as may be reasonably required
(including consent to be joined as nominal party plaintiffs in such
action). Gen-Probe and/or its sublicensee(s) shall reimburse Corixa
for its out-of-pocket expenses relating to such infringement action,
and Corixa may, at its option and expense, be represented by counsel
of its choice. Any damages or other recovery from an infringement
action undertaken by Gen-Probe and/or its sublicensee(s) pursuant to
this section, after reimbursement of any reasonable litigation
expenses of the Parties and/or their sublicensee(s), shall be divided
equally between Gen-Probe and/or its sublicense(s) on the one hand and
Corixa on the other. If Gen-Probe and/or its sublicensee(s) fail to
bring such infringement action within (i) 60 days following notice of
alleged infringement or (ii) 30 days before the time limit, if any,
set forth in the appropriate laws and regulations for the filing of
such actions, whichever comes first, Corixa shall have the right to
bring and control any such action at its own expense and by counsel of
its own choice, and Gen-Probe shall have the right, at its own
expense, to be represented in any such action by counsel of its own
choice. Corixa shall retain any damages or other recovery from an
infringement action undertaken by Corixa.
9. CONFIDENTIALITY AND PUBLICITY
9.1. CONFIDENTIALITY. During the term of this Agreement and for [...***...]
thereafter, all Confidential Information disclosed by one party to the
other shall not be used by the receiving party except in connection
with the activities contemplated by this Agreement, shall be disclosed
to and used by only such personnel of the receiving party that shall
have a need to know such information, shall be maintained in
confidence by the receiving party, and shall not be disclosed by the
receiving party to any other person, firm or agency,
***CONFIDENTIAL TREATMENT REQUESTED
-11-
governmental or private, without the prior written consent of the
disclosing party, except to the extent Confidential Information is:
(a) known by or in possession of the receiving party at the time of
its receipt as documented in written records;
(b) independently developed outside the scope of this Agreement by
employees of the receiving party having no access to or knowledge of
the Confidential Information disclosed hereunder as documented in
written records;
(c) in the public domain at the time of its receipt or thereafter
becomes part of the public domain through no fault of the receiving
party;
(d) received without an obligation of confidentiality from a Third
Party having the right to disclose such information;
(e) required to be disclosed to governmental agencies in order to gain
approval to sell Licensed Products, or disclosure is otherwise
required by law, regulation or governmental or court order (so long as
the receiving party provides notice of such disclosure, seeks to
obtain protective orders or other available confidentiality treatment
and, in the case of disclosures to the U.S. Securities and Exchange
Commission provides an opportunity to review the disclosure prior to
making such disclosure);
(f) released from the restrictions of this Sections 9.1 by the express
written consent of the disclosing party; or
(g) disclosed to agents, consultants, assignees, sublicensees or
subcontractors of Gen-Probe or Corixa or their Affiliates which have a
need to know such information in connection with the performance of
this Agreement, provided that such persons are or agree to be subject
to the provisions of this Section 9.1 or substantially similar
provisions.
9.2. PUBLICITY. Neither party will make, issue or release any public
announcement, press release, statement or acknowledgement of the
existence of, or reveal publicly the terms, conditions and status of,
the transactions contemplated herein, without the prior written
consent of the other party as to the content and time of release of
and the media in which such statement or announcement is to be made;
provided, however, that in the case of announcements, statements,
acknowledgments or revelations which either party is required by law
to make, issue or release, the making issuing or releasing of any such
announcement, statement, acknowledgement or revelation by the party so
required to do so by law shall not constitute a breach of this
Agreement if such party shall have given, to the extent reasonably
possible, not less than two (2) calendar days prior notice to the
other party, and shall have attempted, to the extent reasonably
possible, to clear such announcement, statement acknowledgement or
revelation with the other party. No other party shall use the name of
the other party or any of its Affiliates for advertising or
promotional purposes without the prior written consent of such other
party. The parties acknowledge that Corixa will issue a press release
shortly after the execution of this Agreement, the content of which
shall be agreed to by the parties in advance of the issuance of the
release.
-12-
10. TERM, TERMINATION, AND SURVIVAL
10.1. TERM. This Agreement shall commence on the Effective Date and, unless
sooner terminated pursuant to Sections 10.2, 10.3 or 10.4, shall
terminate upon the expiration of Gen-Probe's obligation to pay
royalties under Section 5.2, above.
10.2. TERMINATION BY GEN-PROBE. Gen-Probe may terminate this Agreement, in
its sole discretion, upon [...***...] days prior written notice to
Corixa, provided Gen-Probe pays Corixa all monies owed Corixa as of
the effective date of such termination and without prejudice to
Corixa's rights under this Agreement that accrued prior to such
termination.
10.3. TERMINATION FOR CAUSE. In the event of a material breach by either
party, the other party may terminate this Agreement by giving the
breaching party notice of such material breach. The party receiving
such notice shall have [...***...] days from the date of receipt
thereof to cure such material breach. If such material breach is not
cured within such [...***...] day period, then the non-breaching party
shall have the right to terminate this Agreement effective as of the
end of such period. In the event such material breach is cured during
such period, such notice shall be of no force or effect and this
Agreement shall not be terminated.
10.4. INSOLVENCY OR BANKRUPTCY. This Agreement may be terminated by a Party
upon written notice to the other Party in the event the other party
becomes insolvent or a petition in bankruptcy or for corporate
reorganization or for any similar relief is filed by or against the
other Party, or a receiver is appointed with respect to any of assets
of the other Party, or a liquidation proceeding is commenced by or
against the other Party.
10.5. EFFECT OF TERMINATION.
(a) Upon expiration of this Agreement under Section 10.1, Gen-Probe
shall have a paid-up, non-exclusive license under the Corixa
Know-How in the Territory in respect of Licensed Products.
(b) Termination of this Agreement for any reason shall not release
either Party hereto from any liability which, at the time of such
termination, has already accrued to the other Party or which is
attributable to a period prior to such termination, nor preclude
either Party from pursuing any rights and remedies it may have
hereunder or at law or in equity which accrued or are based upon
any event occurring prior to such termination.
(c) In the event of termination of this Agreement by Gen-Probe
pursuant to Sections 10.3 or 10.4, in addition to those
provisions surviving under Section 10.6 the rights and licenses
granted by Corixa to Gen-Probe under Article 3 shall survive for
so long as Gen-Probe continues to make its payment obligations to
Corixa as set forth in Article 5.
10.6 SURVIVAL. Sections 10.5, 11.4, 11.5 11.6, this Section 10.6 and
Articles 2, 9, 12 and 14of this Agreement shall survive expiration or
termination of this Agreement for any reason.
***CONFIDENTIAL TREATMENT REQUESTED
-13-
11. WARRANTIES, REPRESENTATIONS, AND INDEMNIFICATIONS
11.1. DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, CORIXA MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
LICENSED PRODUCTS, KNOW-HOW, LICENSED PATENTS, INVENTIONS OR
PROPRIETARY INFORMATION, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
NON-INFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
11.2. CORIXA REPRESENTATIONS AND WARRANTIES. Corixa represents and warrants
that: (i) it is a corporation duly organized validly existing and in
good standing under the laws of Delaware; (ii) all necessary consents,
approvals and authorizations of all governmental authorities and other
persons or entities required to be obtained by Corixa in connection
with this Agreement have been obtained; (iii) the execution, delivery
and performance of this Agreement have been duly authorized by all
necessary corporate action on the part of Corixa; (iv) as of the
Effective Date and to its knowledge, it is the sole and exclusive
owner or exclusive licensee of all right, title and interest in the
Licensed Patents; (v) as of the Effective Date and to its knowledge,
it has the right to grant the rights, options and licenses granted
herein, and the Licensed Patents are and will remain free and clear of
any lien, encumbrance or security interest; (vi) subject to Section
3.1(b) it has not previously granted, and will not grant during the
term of this Agreement, any right, license or interest in or to the
Licensed Patents, or any portion thereof, inconsistent with the
rights, options and licenses granted to Gen-Probe herein; (viii) as of
the Effective Date and to its knowledge, there are no threatened or
pending actions, lawsuits, claims or arbitration proceedings in any
way relating to the Licensed Patents; (ix) Corixa has included in the
Licensed Patents all patent applications and patents owned or
Controlled by Corixa that in Corixa's reasonable judgment are
necessary for Gen-Probe to develop Licensed Products; (x) as of the
Effective Date, Corixa has no actual knowledge of any Third Party
patent, patent application or other intellectual property rights that
would be infringed (i) by practicing any process or method or by
making, using or selling any composition which is claimed or disclosed
in the Licensed Patents or which constitutes Know-How, or (ii) by
making, using or selling Licensed Products; and (xi) Corixa has no
actual knowledge of any infringement or misappropriation by a Third
Party of the Licensed Patents.
11.3. GEN-PROBE REPRESENTATIONS AND WARRANTIES. Gen-Probe represents and
warrants that: (i) it is a corporation duly organized validly existing
and in good standing under the laws of the State of Delaware; (ii) all
necessary consents, approvals and authorizations of all governmental
authorities and other persons or entities required to be obtained by
Gen-Probe in connection with this Agreement have been obtained; and
(iii) the execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the part of
Gen-Probe.
11.4. INDEMNIFICATION BY GEN-PROBE. Subject to Section 11.6, Gen-Probe
shall defend, indemnify and hold harmless each of Corixa and its
directors, officers, and employees of Corixa and the successors and
assigns of any of the foregoing (each a "Corixa Indemnitee") from and
against any and all liabilities,
-14-
damages, settlements, penalties, fines, costs or expenses (including,
without limitation, reasonable attorneys' fees and other expenses of
litigation) (collectively, "Liabilities") arising, directly or
indirectly out of or in connection with Third Party claims, suits,
actions, demands or judgments, to the extent they arise from: (i) the
activities performed by or on behalf of Gen-Probe or its sublicensees
hereunder in connection with the exercise of its licenses and rights
hereunder or other usages of the Licensed Patents, or (ii) material
breach by Gen-Probe of the representations and warranties under
Section 11.3, except, in each case, to the extent caused by the gross
negligence or willful misconduct of Corixa.
11.5. INDEMNIFICATION BY CORIXA. Subject to Section 11.6, Corixa shall
defend, indemnify and hold harmless each of Gen-Probe and its
directors, officers, and employees of Gen-Probe and the successors and
assigns of any of the foregoing (each a "Gen-Probe Indemnitee") from
and against any and all Liabilities arising, directly or indirectly
out of or in connection with Third Party claims, suits, actions,
demands or judgments, relating to (i) the activities performed by or
on behalf of Corixa or its sublicensees in connection with the
exercise of its retained rights hereunder, or (ii) material breach of
the representations and warranties under Section 11.2, except, in each
case, to the extent caused by the gross negligence or willful
misconduct of Gen-Probe.
11.6. PROCEDURE. If a Corixa Indemnitee or Gen-Probe Indemnitee (the
"Indemnitee") intends to claim indemnification under this Article 11,
it shall promptly notify the other party (the "Indemnitor") in writing
of such alleged Liability. The Indemnitor shall have the right to
control the defense thereof with counsel of its choice as long as such
counsel is reasonably acceptable to Indemnitee; provided, however,
that any Indemnitee shall have the right to retain its own counsel at
its own expense, for any reason, including if representation of any
Indemnitee by the counsel retained by the Indemnitor would be
inappropriate due to actual or potential differing interests between
such Indemnitee and any other party reasonably represented by such
counsel in such proceeding. The Indemnitee, its employees and agents,
shall reasonably cooperate with the Indemnitor and its legal
representatives in the investigation of any Liability covered by this
Article 11. The obligations of this Article 11 shall not apply to
amounts paid in settlement of any claim, demand, action or other
proceeding if such settlement is effected without the consent of the
Indemnitor, which consent shall not be withheld or delayed
unreasonably. The failure to deliver written notice to the Indemnitor
within a reasonable time after the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve the
Indemnitor of its obligations to the Indemnitee under this Article 11
to the extent that such prejudice was caused by such delay. It is
understood that only Corixa or Gen-Probe may claim indemnity under
this Article 11 (on its own behalf or on behalf of its Indemnitees),
and other Indemnitees may not directly claim indemnity hereunder.
12. DISPUTE RESOLUTION
12.1. Any controversy or claim arising out of or relating to this Agreement
or the validity, inducement, or breach thereof (which shall not
include issues regarding the validity or enforceability of patents),
shall first be the subject of an
-15-
attempted settlement by the parties' Chief Executive Officers or their
designates. Such individuals shall make a good faith effort to reach
an agreement settling the controversy or claim within 45 days of
notification. The Parties agree that, except as otherwise set forth in
Section 12.2 below, any dispute, controversy or claim arising out of
or relating to this Agreement, or the breach, termination, or
invalidity thereof, that is not resolved pursuant to the first
sentence of this Section 12.1, shall be resolved through binding
arbitration administered by the American Arbitration Association
(unless otherwise agreed in writing by the parties) in accordance with
its Commercial Arbitration Rules (unless otherwise agreed in writing
by the parties), except as modified herein. Each party shall select
one arbitrator and the two (2) arbitrators so selected shall choose a
third arbitrator to resolve the dispute. A reasoned arbitration
decision shall be rendered in writing within thirty (30) days of the
conclusion of arbitration and shall be binding and not be appealable
to any court in any jurisdiction. Such arbitration shall be concluded
within six (6) months following the filing of the initial request for
arbitration. The prevailing party may enter such decision in any court
having competent jurisdiction. Unless otherwise mutually agreed upon
by the parties, the arbitration proceedings shall be conducted at San
Diego, California (if arbitration is requested by Corixa) or Seattle,
Washington (if arbitration is requested by Gen-Probe), or such other
location as may be agreed in writing by the parties. The parties agree
that they shall share equally the cost of the arbitration filing and
hearing fees, and the cost of the arbitrator. Each party must bear its
own attorneys' fees and associated costs and expenses.
12.2. DETERMINATION OF PATENTS AND OTHER INTELLECTUAL PROPERTY.
Notwithstanding the foregoing, any dispute between the parties
relating to the determination of validity of a party's patents or
other issues relating to a party's intellectual property shall be
submitted exclusively to the federal court located in San Diego,
California (if such dispute is initiated by Corixa) or in Seattle
Washington (if such dispute is initiated by Gen-Probe), or to a state
court in such jurisdiction if the applicable rules of civil procedure
preclude federal court jurisdiction, and the parties hereby consent to
the jurisdiction and venue of such courts.
12.3. NO CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, EXCEPT WITH RESPECT TO ARTICLE 9 (CONFIDENTIALITY), IN NO
EVENT SHALL A PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS
HEREUNDER, INCLUDING WITHOUT LIMITATION, LOST PROFITS ARISING FROM OR
RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF
SUCH DAMAGES.
13. DILIGENCE
13.1. DILIGENCE. Gen-Probe agrees to use commercially reasonable efforts
and diligence in conducting clinical studies, and to use commercially
reasonable efforts and diligence to obtain the appropriate Marketing
Approval for Licensed
-16-
Products throughout the Territory. The foregoing diligence requirement
is a material term of this Agreement. Notwithstanding any other
provision of this Agreement, on or after the [...***...] of the
Effective Date Corixa may partially terminate this Agreement, pursuant
to Section 10.3 above, with respect to Gen-Probe's rights in any
Corixa-owned or Controlled Marker licensed to Gen-Probe by Corixa
under this Agreement unless Gen-Probe or a Gen-Probe sublicensee under
this Agreement, has accomplished one of the following with respect to
a Licensed Product that incorporates such Marker(s): (i) commenced
sales of a Licensed Product in a lawful manner without the necessity
of Marketing Approval, (ii) obtained Marketing Approval for a Licensed
Product or (iii) initiated product development; provided, however,
that Gen-Probe may extend the foregoing [...***...] by additional
[...***...] by making an annual payment to Corixa beginning on the
[...***...] of the Effective Date in the amount of [...***...]. During
the Term, Gen-Probe agrees to provide Corixa with an annual
development report within thirty (30) days after each fiscal year end
which shall include product development timelines and anticipated
milestones for Gen-Probe product development related to this
Agreement. Such information shall be treated as "Confidential
Information" for purposes of this Agreement.
14. MISCELLANEOUS
14.1. NOTICE. Any notice to be given hereunder by Gen-Probe to Corixa or by
Corixa to Gen-Probe shall be in writing and delivered personally, sent
by national overnight delivery service or postage prepaid registered
or certified U.S. mail or transmitted by facsimile to the party to
whom it is directed and shall be deemed given when delivered, if by
personal delivery or overnight delivery service, or if sent by U.S.
mail, three business days after deposit in the mail, or if sent by
facsimile when received. Notice shall be sent to the addresses shown
below or at such other address as such party shall have last given by
notice to the other party.
If to Corixa: Corixa Corporation
▇▇▇▇ ▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: CEO
[...***...]
with a copy to: Corixa Corporation
▇▇▇▇ ▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
[...***...]
If to Gen-Probe: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
Gen-Probe Incorporated
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
***CONFIDENTIAL TREATMENT REQUESTED
-17-
with a copy to: General Counsel
[...***...]
14.2. MODIFICATIONS AND AMENDMENTS. This Agreement shall not be modified or
otherwise amended except by an instrument in writing executed and
delivered by each of the parties hereto.
14.3. INVALIDITY. In the event that any one or more of the provisions (or
any part thereof) contained in this Agreement or in any other
instrument referred to herein, shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum
extent permitted by law, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement or any other such instrument.
14.4. ENTIRE AGREEMENT. It is the desire and intent of the parties to
provide certainty as to their future rights and remedies against each
other by defining the extent of their undertakings herein. This
Agreement constitutes and sets forth the entire agreement and
understanding between the parties with respect to the subject matter
hereof and is intended to define the full extent of the legally
enforceable undertakings of the parties hereto, and no promise,
agreement or representation, written or oral, which is not set forth
explicitly in this Agreement is intended by either party to be legally
binding. Each party acknowledges that in deciding to enter into this
Agreement and to consummate the transactions contemplated hereby it
has not relied upon any statements, promises or representations,
written or oral, express or implied, other than those explicitly set
forth in this Agreement. This Agreement supersedes all previous
understandings, agreements and representations between the parties,
written or oral, with respect the subject matter hereof.
14.5. CONSTRUCTION. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the even an ambiguity
or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
This Agreement shall be governed by the laws of the State of
Washington, without giving effect to conflicts of law provisions.
14.6. ASSIGNMENT. Neither this Agreement nor any of the rights herein
granted shall be assignable or otherwise transferable by either party
without the prior written permission of the other party, which shall
not be unreasonably withheld; provided, however, that each party shall
have the right to assign, without obtaining the prior written consent
of the other party, this Agreement or any or all of such rights,
interests and obligations only to (i) an Affiliate or (ii) a third
party to whom substantially all of such party's business or assets in
the subject matter of this Agreement is sold. Additionally, Corixa may
assign its right to receive payment under this Agreement. All other
assignments shall be void unless the party seeking assignment has
first obtained written consent form the other party.
***CONFIDENTIAL TREATMENT REQUESTED
-18-
14.7. RIGHTS UPON INSOLVENCY. All rights and licenses granted to Gen-Probe
pursuant to this Agreement are, and shall otherwise be deemed to be,
for purposes of Section 365(n) of Title 11 of the United States Code
(the "Bankruptcy Code"), licenses to rights of "intellectual property"
as defined thereunder. Notwithstanding any provision contained herein
to the contrary, if Corixa is under any proceeding under the
Bankruptcy Code and the trustee in bankruptcy of Corixa, or Corixa as
a debtor in possession, rightfully elects to reject this Agreement,
Gen-Probe may, pursuant to Sections 365(n)(1) and (2) of the
Bankruptcy Code, retain any and all of Gen-Probe's rights hereunder,
to the maximum extent permitted by law, subject to Gen-Probe's making
the payments specified herein.
14.8. NO IMPLIED LICENSES. No right or license under any know-how, patents
rights or intellectual property rights of either party is granted or
shall be granted by implication. All such rights or licenses are or
shall be granted only as expressly provided in the terms of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
CORIXA CORPORATION GEN-PROBE INCORPORATED
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------- ---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman and CEO President and Chief Executive Officer
-19-
EXHIBIT A
LICENSED PATENTS
APPLICATION
MATTER NO. INVENTION TITLE TISSUE STATUS NO. PATENT NO.
---------- --------------- ---------- ---------- ----------- ----------
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
***CONFIDENTIAL TREATMENT REQUESTED
APPLICATION
MATTER NO. INVENTION TITLE TISSUE STATUS NO. PATENT NO.
---------- --------------- ---------- ---------- ----------- ----------
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
***CONFIDENTIAL TREATMENT REQUESTED
APPLICATION
MATTER NO. INVENTION TITLE TISSUE STATUS NO. PATENT NO.
---------- --------------- ---------- ---------- ----------- ----------
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
[...***...] [...***...] [...***...] [...***...] [...***...] [...***...]
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EXHIBIT B
MONOCLONAL ANTIBODY PRODUCING CELL LINES
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Exhibit C
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CASE NO. COUNTRY APPN. NO./FILING DATE PATENT NO./ISSUE DATE STATUS
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CASE NO. COUNTRY APPN. NO./FILING DATE PATENT NO./ISSUE DATE STATUS
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***CONFIDENTIAL TREATMENT REQUESTED
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***CONFIDENTIAL TREATMENT REQUESTED
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***CONFIDENTIAL TREATMENT REQUESTED
CASE NO. COUNTRY APPN. NO./FILING DATE PATENT NO./ISSUE DATE STATUS
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***CONFIDENTIAL TREATMENT REQUESTED
CASE NO. COUNTRY APPN. NO./FILING DATE PATENT NO./ISSUE DATE STATUS
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***CONFIDENTIAL TREATMENT REQUESTED
