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EXHIBIT 10.18
CONFIDENTIAL TREATMENT REQUESTED BY ABGENIX, INC.
PATENT ASSIGNMENT
THIS PATENT ASSIGNMENT (the "Assignment") is made as of this 15th day of
July, 1996, by Cell Genesys, Inc., a Delaware corporation ("CG"), in favor of
Abgenix, Inc., a Delaware corporation ("ABGENIX").
RECITALS
A. CG and ABGENIX have entered into a Stock Purchase and Transfer
Agreement dated as of July 15, 1996 (the "Agreement"), pursuant to which CG
shall transfer to ABGENIX certain assets of CG related to the Antibody Business,
as defined therein.
B. For good and valuable consideration, the adequacy and receipt of
which is hereby acknowledged by CG, CG desires to give this Assignment for the
purpose of effecting such transfer pursuant to the provisions of the Agreement.
CG AGREES AS FOLLOWS:
1. Assignment of All of the Patents of CG:
CG does hereby sell, convey, assign, transfer, and deliver to
ABGENIX, its successors and assigns, all of-CG's right, title and interest in
and to the patents and patent applications set forth on Exhibit A hereto, and to
all continuations, continuations-in-part, divisionals, reexaminations, reissues
or extensions thereof.
2. Documentation.
CG agrees to execute, at the request of ABGENIX, all additional
documentation that may be reasonably required in order to perfect the foregoing
conveyance, assignment and transfer.
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3. No Rights in Third Parties.
Nothing expressed or implied in this Assignment is intended to
confer upon any person, other than the parties to the Agreement and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Assignment.
4. Successors and Assignees.
This Assignment is executed pursuant to the Agreement and is entitled to
the benefits thereof and shall be binding upon and inure to the benefit of CG
and ABGENIX and their respective successors and assigns.
IN WITNESS WHEREOF, CG has executed this Assignment on the date first
above written.
CELL GENESYS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
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CORPORATE ACKNOWLEDGMENT
STATE OF California )
) ss.
COUNTY OF San Mateo )
On this 19th day of July, 1996, before me, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the
undersigned Notary Public, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ personaly
known to me (or proved to me on the basis of satisfactory evidence) to be the
person who executed the above and foregoing PATENT ASSIGNMENT as President and
CEO, on behalf of the corporation therein named, and acknowledged to me that the
corporation executed it.
WITNESS my hand and official seal.
[Seal Omitted] /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Notary Public in and for said State
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Exhibit A
SERIAL NO. FILING DATE TITLE INVENTORS
[***]
[***] Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.
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Exhibit A
SERIAL NO. FILING DATE TITLE INVENTORS
[***]
[***] Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.