AMENDMENT NO. 2 TO LICENSE AND DEVELOPMENT AGREEMENT
Exhibit
10.27
AMENDMENT
NO. 2 TO
THIS
AMENDMENT NO. 2 TO LICENSE AND DEVELOPMENT AGREEMENT
(this
“Amendment”),
dated
as of May 15, 2006, is entered into by and between NovaDel
Pharma, Inc.,
a
Delaware corporation (“NovaDel”),
and
Hana
Biosciences, Inc.,
a
Delaware corporation (the “Licensee”).
NovaDel and Licensee each may be referred to herein individually as a
“Party,”
or
collectively as the “Parties.”
WHEREAS,
the
Parties entered into that certain License and Development Agreement dated
October 26, 2004, as amended on August 8, 2005 (the “Agreement”),
pursuant to which Licensee licensed from NovaDel certain exclusive rights to
develop and commercialize a pharmaceutical product containing ondansetron as
an
active ingredient that will be administered to humans using the Technology
on
the terms and conditions set forth in the Agreement;
WHEREAS,
the
Agreement provided that NovaDel would retain rights to certain “Information and
Inventions” (as such terms are defined in the Agreement) conceived or developed
following the date of the Agreement;
WHEREAS,
the
terms Information and Invention were not limited in scope to merely information
and inventions relating to the Licensed Process, Licensed Product(s) or Licensed
Technology, but to any information or inventions subsequently discovered by
the
parties, even if outside the scope of the Agreement; and
WHEREAS,
the
parties desire to amend the Agreement to clarify the parties’ intentions with
regard to the meanings of the terms Information and Inventions.
NOW,
THEREFORE, in
consideration of the foregoing premises, the mutual promises and covenants
of
the Parties contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Definition
of Information and Inventions.
Section
1.5 of the Agreement shall be amended and restated in its entirety to provide
as
follows:
“1.25 “Information
and Inventions”
shall
mean all technical, scientific and other know-how and information, trade
secrets, knowledge, technology, means, methods, processes, practices, formulas,
instructions, skills, techniques, procedures, experiences, ideas, technical
assistance, designs, drawings, assembly procedures, computer programs,
apparatuses, specifications, data, results and other material, including
pre-clinical and clinical trial results, manufacturing procedures and test
procedures and techniques, (whether or not confidential, proprietary, patented
or patentable) in written, electronic or any other form now known or hereafter
developed, and all Improvements, whether to the foregoing or otherwise, and
other discoveries, developments, inventions, and other intellectual property
(whether or not confidential, proprietary, patented or patentable), in each
case, to the extent related to Licensed Process, Licensed Product(s) or Licensed
Technology.”
2. Ownership
of Information and Inventions.
Section
6.1 of the Agreement shall be amended and restated in its entirety to provide
as
follows:
“6.1 Ownership
of Information and Inventions. Subject
to Section 6.2 and the license grants under Article 2, as between the Parties,
NovaDel shall own and retain all right, title and interest in and to any and
all: (a) Information and Inventions that are conceived, discovered, developed
or
otherwise made by or on behalf of either Party (or its Affiliates or its
Sublicensees), whether or not patented or patentable, and any and all Patent
and
other intellectual property rights with respect thereto; and (b) other
Information and Inventions, and Patent and other intellectual property rights
with respect thereto, that are Controlled (other than pursuant to the license
grants set forth in Article 2) by either Party, its Affiliates or
Sublicensees.
Subject
to the license grants to Licensee under Article 2, as between the Parties,
NovaDel shall own and retain all right, title and interest in and to all
Licensed Technology.”
3. Confirmation
of Agreement.
Except
as otherwise amended or modified hereby, all terms of the Agreement shall remain
in full force and effect.
4. Capitalized
Terms.
Capitalized terms used but not defined in this Amendment shall have the meanings
ascribed to them in the Agreement.
5. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which taken together shall constitute one and
the
same instrument.
IN
WITNESS WHEREOF,
the duly
authorized officers of the Parties have executed this Agreement as of the dates
set forth below their respective signatures.
| NOVADEL PHARMA INC. | HANA BIOSCIENCES, INC. |
|
By:
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
By:
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
|
Name:
▇▇▇▇▇ ▇▇▇▇▇
|
Name:
▇▇▇▇
▇▇▇▇▇▇
|
|
Title:
Vice President, Business Development
|
Title:
VP
& CBO
|
|
Date:
5-15-06
|
Date:
5-15-06
|
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