By FedEx Mr. Michael S. Weiss Interim Chairman XTL Biopharmaceuticals Ltd Kiryat Weizmann Science Park, Building 3 POB 370, Rehovot 76100 Israel
By
FedEx
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Interim
Chairman
Kiryat
Weizmann
Science
Park, Building 3
POB
370,
Rehovot 76100
Israel
Re: License
Agreement dated June 2, 2004 between Cubist Pharmaceuticals,
Inc. and
XTL Biopharmaceuticals Ltd.(“the Agreement)
Dear
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This
Letter of Understanding sets forth the understanding between Cubist
Pharmaceuticals, Inc. (“Cubist”) and XTL Biopharmaceuticals Ltd. (“XTL”)
regarding accelerated transfer of activities from XTL to Cubist *****.
In
addition to the terms enumerated below, Cubist and XTL each agree to release
and
discharge the other party from any and all potential or actual claims of
whatever nature, known to both parties and existing as of the date of this
Letter of Understanding.
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and XTL hereby agree as follows:
| 1. |
By
August 5, 2005, XTL shall: a)
transfer to Cubist all physical
materials (including, but not limited to, cell lines, clones,
reference standards, antigens for assay development, retained clinical
samples, and samples from stability testing of formulated
material);
b) transfer to Cubist all reports (including, but not limited to,
PK
studies in hydrodynamic model, report on media optimization); and
c)
assign to Cubist all contracts and regulatory documents (including,
but
not limited to, the IND application and contracts with *****, *****,
*****, clinical sites and/or clinical investigators, and *****),
including
all rights and obligations thereunder, each to the extent solely
related
to the development of HepeX-B. In addition, XTL shall complete
by August
5, 2005 all ongoing collaboration activities (including, but not
limited
to, *****).
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| 2. |
XTL
shall transfer to Cubist by October 31, 2005, all remaining data
and
original documentation (in any format, including, but not limited
to,
written and electronic formats) related to the development of HepeX-B
(including, but not limited to, electronic files, lab notebooks
and
printouts of raw data, Excel® files, and any data or documentation
relating to: testing of clinical samples, stability testing of
clinical
lots, development of cell-lines, development of reference standards,
or
development of assays used in clinical testing.). For clarification,
XTL
shall provide original documentation only if that documentation
is related
solely to HepeX-B; otherwise, XTL shall provide copies of the information
that is related to HepeX-B. Throughout August, September
and October
of 2005, XTL shall dedicate ***** to perform the activities described
above in this Paragraph 3.
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| 3. |
Cubist
shall reimburse XTL for its internal costs reasonably incurred
for
transferring the items referred to in Paragraphs 2 and 3. Such
costs shall
be treated as Designated Costs under Section 7.3 of the Agreement,
except
that such costs shall be reimbursed within fourteen (14) days of
completion to Cubist’s satisfaction of all activities described in
Paragraphs 2 and 3 above.
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| 4. |
Cubist’s
reimbursement of XTL for its internal costs reasonably incurred
for
transferring the items referred to in Paragraph 3 shall not exceed
*****
($*****).
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| 5. |
Cubist
shall reimburse XTL for Designated Costs paid by XTL to third party
vendors on or after July 1, 2005 within thirty (30) days of Cubist’s
receipt of an invoice from XTL.
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| 6. |
Cubist
shall not be required to make any Collaboration Support payments
contemplated by Section 7.1 of
the Agreement for the calendar year
2005.
|
| 7. |
Cubist
shall be entitled to credit $***** against any future royalties
owed to
XTL on the Net Sales and/or Net Sublicensing Revenues of HepeX-B,
as
contemplated by Section 10 of the
Agreement.
|
Cubist
and XTL each represent and warrant that: (1) it has the power and authority
to
execute and deliver this Letter of Understanding and to perform its obligations
hereunder; (2) it has read and understood this Letter of Understanding; (3)
it
has had the opportunity to consult with counsel in connection with the review,
drafting and negotiation of this Letter of Understanding; (4) it enters into
this Letter of Understanding voluntarily; and (5) it has not been induced
to
enter into this Letter of Understanding by any promise or representation
made by
or on behalf of the other party, other than as expressly set forth in the
terms
of this Letter of Understanding.
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This
Letter of Understanding does not modify any terms or conditions of the
Agreement, including the rights and obligations of the parties, provided
that
the Agreement shall be interpreted and enforced in accordance with the terms
of
this Letter of Understanding.
Please
indicate your agreement to the above terms and conditions by signing and
dating
both copies of this Letter of Understanding and returning one copy to
me.
Sincerely,
*****
*****
CUBIST
PHARMACEUTICALS, INC.
Agreed
and accepted
_________________________________
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Chairman
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