EXHIBIT 3.4
(▇▇▇▇▇ EXHIBIT 10.4)
SOLE NON-EXCLUSIVE LICENSE AND
SUPPLY AGREEMENT FOR THE
NYMOX AD7C/TM/ DIAGNOSTIC TEST
FOR ALZHEIMER'S DISEASE
BY
AND
BETWEEN
NYMOX CORPORATION
AND
LABORATOIRES ▇. ▇▇▇▇▇
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2. LICENSE . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 3. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 4 COMPENSATION TO NYMOX . . . . . . . . . . . . . . . . . . . 3
ARTICLE 5 PAYMENTS BY THE PARTIES . . . . . . . . . . . . . . . . . . 3
ARTICLE 6 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 7 EXPENSE REIMBURSEMENT . . . . . . . . . . . . . . . . . . . 5
ARTICLE 8 NYMOX OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 9 L-S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 10 USE OF TRADMARKS AND NAMES . . . . . . . . . . . . . . . . 7
ARTICLE 11 CONFIDENTIAL DISCLOSURE . . . . . . . . . . . . . . . . . . 8
ARTICLE 12 NYMOX EUROPEAN RIGHTS . . . . . . . . . . . . . . . . . . . 9
ARTICLE 13 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . 9
ARTICLE 14 NON-COMPETE PROVISION . . . . . . . . . . . . . . . . . . . 10
ARTICLE 15 MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . 10
EXHIBIT A PATENTS LICENSED . . . . . . . . . . . . . . . . . . . . . 13
EXHIBIT B TRADEMARKS . . . . . . . . . . . . . . . . . . . . . . . . 14
EXHIBIT C EXCHANGE RATE CALCULATIONS . . . . . . . . . . . . . . . . 15
SOLE NON-EXCLUSIVE LICENSE
AND SUPPLY AGREEMENT
FOR THE NYMOX AD7C/TM/ TEST
This Agreement, entered into on and effective as of October 1,1996, is by
and between Nymox Corporation, a Delaware Corporation, having offices at ▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Nymox") and
Laboratoires ▇▇▇▇▇ ▇.▇. having offices at Vieux ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇-▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ (hereinafter "L-S") (together "the Parties"). Whenever the
word "L-S" is used in this Agreement it shall mean Laboratoires ▇▇▇▇▇ ▇.▇.
Whenever the word "Nymox" is used in this Agreement it shall mean Nymox
and it's "Affiliates" as that word is defined in ARTICLE 1 below, and
Nymox's Affiliates shall have all the rights and responsibilities given to
and required of Nymox in this Agreement.
Whereas, Nymox has developed the AD7C/TM/ Test to aid in the diagnosis of
Alzheimer's Disease and wishes to make the test available for sale in
Europe;
Whereas, L-S has testing facilities and capabilities for conducting the
Nymox AD7C/TM/ Test in Europe;
Whereas, L-S has the capability to conduct sales and related operations in
Europe;
Whereas, L-S has the capability to meet all regulatory requirements
legally to perform the AD7C/TM/ Test;
Whereas, Nymox can make patented technology, know-how and the supply of
patented reagents available to L-S;
Whereas, Nymox wishes to offer a sole non-exclusive license to L-S to use
it's patented technology, patented reagents, know-how and Trademarks to
quickly introduce the AD7C/TM/ Test to European markets;
Now, therefore, in consideration of the foregoing premises which are made
as part of this Agreement and mutual promises set forth in this Agreement,
the Parties agree as follows:
ARTICLE 1. DEFINITIONS
The terms defined in ARTICLE 1. shall have the following meanings
(applicable both to the singular and the plural forms):
1.1 "AD7C/TM/ Test" shall mean the Nymox AD7C/TM/ test for measuring
levels of Alzheimer's marker Neural Thread Protein (NTP) in cerebrospinal
fluid (CSF) in a reference laboratory authorized by Nymox. AD7C/TM/ Test
shall not be construed to mean a test kit utilizing Nymox AD7C/TM/ testing
technology and intended to be sold to third parties;
1.2 "Affiliate" shall mean any person, firm or corporation, legally
competent to perform the services and carry out the terms of this
Agreement, which controls, is controlled by or is under common control
with Nymox. Control shall mean either the direct or indirect ownership of
fifty (50%) percent or more of the voting stock of the subject entity;
1.3 "Sole non-exclusive license" shall mean a license without the right
to sublicense granted solely to L-S but with the right by Nymox to
exercise the same rights in the Territory as those conveyed to L-S by
license under this Agreement;
1.4 "Territory" shall mean the area comprised of the countries of
Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Luxembourg, Netherlands, Norway, Poland, Portugal, Spain,
Sweden, Switzerland and the United Kingdom;
1.5 "Nymox Patents" shall mean the United States patents owned, licensed
to or applied for by Nymox and their foreign counterparts as listed in
Exhibit A;
1.6 "Trademarks" shall mean the Nymox trademarks owned, licensed to or
applied for by Nymox as listed in Exhibit B and their foreign
counterparts;
1.7 "Nymox Know-how" shall mean Nymox Confidential Information as defined
in ARTICLE 11.1, relating to the AD7C/TM/ Test, including but not limited
to, information relating to use and handling of patented reagents, to test
methods and to information generated by Nymox relating to regulatory
submissions whether or not actually included in such regulatory
submissions.
1.8 "Calendar Year" shall mean the twelve-month period beginning January
1 of each year and ending on December 31 of each year.
1.9 "Net Sales" shall mean the gross amount invoiced by L-S or its
affiliates on all sales to third Parties (exclusive of any intercompany
transfers or sales), less the reasonable and customary accrual-based
deductions from such gross amounts including (i) normal and customary
trade discounts, allowances and credits, the aggregate of which shall not
exceed two percent (2.0%) of gross sales; (ii) sales taxes and value added
taxes, if any, associated with the sale of the AD7C/TM/ Test; (iii)
chargeback payments or rebates granted to purchasers of the test whether
governmental or private organizations or persons.
ARTICLE 2. LICENSE
Nymox hereby grants a sole, non-exclusive license to use Nymox Patents,
Nymox Trademarks and Nymox Know-how to sell and perform the AD7C/TM/ Test
in the Territory. The compensation due shall be as described in ARTICLE 4
of the Agreement.
ARTICLE 3. TERM
3.1 - Term
The term of the Agreement shall be for the remainder of the 1996 Calendar
Year following the signing of this Agreement and the two subsequent
Calendar Years ending on December 31, 1998. After December 31, 1998, the
term may be renewed for periods of one year each so long as sales in the
Territory reach 75% of a forecast mutually agreed by the Parties prior to
the beginning of each Calendar Year. Such renewal will be subject to the
stipulations of ARTICLE 3.2.
3.2 - Term Renewal
Renewal of the Term will be automatic unless and until either Party
notifies the other Party that it wishes to let the Agreement lapse without
renewal. Notice of non-renewal must be given before July 1 of the
Calendar Year in which the notice is given or the Agreement shall continue
for the remainder of the year in which notice was given and for the
subsequent Calendar Year.
ARTICLE 4. COMPENSATION TO NYMOX
Compensation to Nymox by L-S shall be a royalty for use of proprietary
Nymox technology of seven (7%) of Net Sales of the AD7C/TM/ Test in the
Territory plus seventy three (73%) of Net Sales for each test performed
and billed to a client in any country of the Territory. Notwithstanding
the preceding sentence, total compensation to Nymox shall be no less than
seven hundred and fifty United States dollars (US$ 750.00) for each test
performed and billed to a client. Under certain conditions such as volume
discounts to "industrial" customers, or similar circumstances, Nymox
agrees to discuss the level of compensation due Nymox. Such discussions
will be undertaken on a case by case basis
ARTICLE 5. PAYMENTS BY THE PARTIES
5.1 - Payments
Compensation payments to Nymox by L-S and expense reimbursements payments
by Nymox to L-S or L-S to Nymox shall be made quarterly in United States
dollars and the Parties shall share exchange rate risks between the
Belgian Franc and the United States dollar by the method described and
illustrated in Exhibit C. Payments shall be made within 30 days of the
closing of the financial quarter by L-S or within 30 days of receipt of an
invoice by Nymox or L-S as the case may be.
5.2 - Audit
During the Term and for one year after its termination or expiration,
Nymox shall have the right, should it wish to do so, to retain an
independent certified public accounting firm, to which L-S has no
reasonable objection, to examine the relevant parts of books and records
of L-S to verify Net sales, charges to Nymox for personnel and other
expenses and monies due. L-S at its discretion may require the accounting
firm to sign a confidential disclosure agreement prior to the effective
execution of the audit. Said accounting firm shall only report its
results and shall not disclose to Nymox, any information other than that
necessary to verify the above information. Such audits, if requested,
shall be conducted during reasonable business hours and not more than once
per year. Notice of an audit date sufficient to allow L-S to organize its
records shall be given by the auditing firm. The cost of the audit will
be borne by Nymox unless the audit results in an adjustment of fifty
thousand United States dollars ($50,000) or more, in which case L-S will
be responsible for the both the amount of the adjustment and the cost of
the audit.
ARTICLE 6. TERMINATION
6.1 - Failure to Meet Forecast
Either Party shall be entitled to terminate the Agreement if Net Sales do
not reach fifty (50%) percent of the mutually agreed forecast for the
Calendar Year 1997 and at the end of each subsequent Calendar Year.
Notification of termination must be made before 1 March of the year
following the Calendar Year in which 50% of the Net Sales forecast was not
achieved and becomes effective 90 days following the date of the notice of
termination.
6.2 - Material Default
Subject to provisions elsewhere in this ARTICLE 6 specifically addressing
other termination provisions, this Agreement may be terminated by either
Party (the "non defaulting Party") with thirty (30) days prior written
notice upon default by the other Party (the "defaulting Party") of a
material obligation in this Agreement which would materially frustrate the
purpose and continuation of this Agreement. The defaulting Party shall
have 30 days to cure the default. If the default is not cured in thirty
(30) days, then the Agreement shall immediately terminate upon receipt of
additional notice sent by the non defaulting Party to the defaulting
Party.
6.3 - Rights after Termination
Termination of this Agreement, for whatever reason, shall not affect any
rights or obligations which may have accrued to either Party prior to the
effective date of termination including, in particular, the obligations of
compensation and expense reimbursement. In addition, L-S employees
associated in any way with the implementation of this Agreement remain the
sole responsibility of L-S unless the employee has agreed to transfer to
Nymox as contemplated in ARTICLE 12.2.
ARTICLE 7 EXPENSE REIMBURSEMENT
7.1 - Start Up Costs
Nymox and L-S shall each pay fifty (50%) percent of the Start Up Costs for
the implementation of this Agreement where Start Up Costs are defined as
personnel costs at the L-S location for Project Management and AD7C/TM/
Test Set up. These activities are estimated by L-S to require 100 person
hours of cumulative time over a 90 day period. It is agreed that no more
than ten thousand ($10,000) United States dollars will be charged for
Start Up Costs, said $10,000 or less to be shared equally between the
Parties. Start Up Costs specifically do not include costs for regulatory
activities in the Start Up period. Such costs will be reimbursed under
the stipulations of ARTICLE 7.2.
- Continuing Costs
Nymox will reimburse L-S for all expenses directly associated with
conducting the AD7C/TM/ Test. This includes technician wages and
benefits, required supervision time, AD7C/TM/ Test supplies, sample
collection, shipping and storage expenses, costs of analysis and
certification by L-S and required equipment purchases. Laboratory and
office space sufficient to meet the obligations of this Agreement will be
made available by L-S at L-S own cost. Nymox will also reimburse L-S for
reasonable indirect expenses incurred for regulatory and marketing
activities relating to the AD7C/TM/ Test. This includes personnel,
required travel, promotional materials and any other costs directly
related to regulatory and marketing activities necessary to sell and
perform the AD7C/TM/ Test in the countries of the Territory. Such
indirect expenses will be forecast on a quarterly basis and provided to
Nymox prior to the quarter in which they are to be incurred for approval
by Nymox. Such forecast indirect expenditures will not be made until and
unless written approval has been received from Nymox.
ARTICLE 8 NYMOX OBLIGATIONS
8.1 - AD7C/TM/ Test Supplies
Nymox will supply certain patented and non patented reagents, AD7C/TM/
Test protocols, quality control procedures and such other supplies as may
be required for L-S to conduct the AD7C/TM/ Test to Nymox specifications.
- Training
Nymox will conduct the initial training of L-S technicians and supervisory
personnel at the L-S location at Nymox expense. Additional training as
necessary from time to time will be carried out by Nymox at Nymox expense,
- Technical Support
Nymox will provide technical support for the AD7C/TM/ Test including
technical service support, interpretation support and confirmation tests
when requested by L-S and determined by Nymox to be necessary or
desirable. The expense for such confirmation test(s) will be borne by
Nymox.
8.4 - Clinical Research
Nymox agrees to set up, fund and administer clinical studies in at least
five sites in key countries of the Territory. Nymox will request L-S
advice on site locations but the final selection of the clinical sites is
reserved to Nymox. L-S will be offered a first right of refusal to
conduct said clinical studies relating to the AD7C/TM/ Test on behalf of
Nymox and to Nymox requirements and specifications.
8.5 - Marketing Information
Nymox will provide information including Nymox general marketing
strategies, promotional materials and relevant marketing studies for use
by L-S to develop plans and materials appropriate for marketing the
AD7C/TM/ Test to L-S markets in Europe.
- Market Research
Nymox will make the results of any relevant marketing research Nymox
conducts in Europe available to L-S for use in L-S marketing efforts.
8.7 - Promotional Materials
Nymox will provide timely guidance during the generation of L-S
promotional materials for the Nymox AD7C/TM/ Test and has the right of
final approval of the content of all such promotional materials to ensure
conformance with current knowledge and the latest clinical work. Nymox
will bear the cost of such promotional material per the stipulations of
ARTICLE 7.2.
8.8 - Marketing Plans
Nymox will develop and implement in a timely manner, marketing plans for
the academic markets including key teaching institutions in the Territory,
hospital and private laboratories, and the medical community in general.
8.9 - Marketing/Medical Service Employee
Nymox will hire, train, functionally manage and pay all costs for one or
more European Marketing/Medical Service employee(s) to serve all the
markets of the Territory with emphasis on the clinical sites and the
academic markets. L-S will assist in the hiring and training process.
The newly hired person(s) may become an employee of BP-S or of Nymox
whichever is more cost effective and administratively efficient.
ARTICLE 9 L-S OBLIGATIONS
- Space
L-S will provide, at its own cost, laboratory and office space necessary
to conduct all operations required to perform and market the AD7C/TM/ Test
in the Territory.
- AD7C/TM/ Test Performance
L-S will perform the AD7C/TM/ Test to Nymox specifications and provide for
sample collection and shipping, sample storage, results reporting,
billing, fee collections and all other related tasks necessary to receive
samples, perform the AD7C/TM/ Test and provide the result to the customer.
9.3 - Human Resource Management
L-S will administer and manage all local Human Resource matters associated
with the implementation of this Agreement including wages, social
benefits, transportation, etc. according to established L-S Human Resource
policies except Human resource matters associated with the
marketing/medical service employee administered and managed by Nymox as
far as this employee is not a L-S employee. In the latter case, this
employee shall sign a separate agreement with L-S agreeing to abide by all
relevant L-S Human Resource policies
9.4 - Regulatory and Health Econometric Activities
L-S, on behalf of and with Nymox assistance, approval and funding as
necessary, will have responsibility for regulatory issues in the Territory
such as health registrations, price and reimbursement applications, price
and reimbursement negotiations and to ensure that the AD7C/TM/ Test meets
the requirements of the new EEC directive regarding in vitro diagnostics.
L-S on behalf of and with Nymox assistance, approval and funding as
necessary will conduct any health econometric studies requested or
required by regulatory authorities to support registration applications.
Nymox will not hold L-S responsible for refusals by regulatory authorities
to register or reimburse the AD7C/TM/ Test unless L-S performs such
regulatory activities with demonstrable gross negligence.
9.5 - Marketing and Promotion
L-S will develop and implement in a timely manner, marketing and
promotional plans for the industrial markets such as pharmaceutical
companies, and L-S's normal markets of clinical pharmacology research and
drug development and such other markets in the Territory as agreed with
Nymox. L-S will market and promote the AD7C/TM/ Test as an integral part
of the L-S testing portfolio in the countries of the Territory.
ARTICLE 10 USE OF TRADEMARKS AND NAMES
10.1 - Trademark Ownership
The Trademarks listed in exhibit B are the exclusive property of Nymox.
L-S acknowledges that by reason of this Agreement, it shall not acquire
any ownership interest in the Trademarks. Nymox acknowledges that the
tradenames and trademarks owned by L-S are the exclusive property of L-S
and that Nymox does not acquire any ownership interest in L-S tradenames
or trademarks as a result of this Agreement.
10.2 - Trading Names, Trademarks and Logos
The Parties agree that both of their trading names and/or logos and Nymox
Trademarks shall appear on all promotional materials used for the AD7C/TM/
Test in the Territory. Each Party shall have the right to review and
approve the use of that Parties name and/or logo on any promotional or
advertising materials and such materials will be furnished to the other
Party in reasonable time to review and approve all such materials prior to
final publication. No distribution or use of such materials will take
place until after written consent is received by both parties New
Trademarks, logos or trading names and any revisions of such by the
Parties will be notified to the other Party in writing and such new or
revised Trademarks, logos or trading names will be utilized by the
receiving Party in a timely manner.
10.3 - Use of Trademarks and Names
L-S and its affiliates may use the Trademarks and the name Nymox
Corporation only to the extent required to fulfill its obligations under
this Agreement. Nymox may use the name Laboratoires ▇▇▇▇▇ ▇.▇. only to
the extent required to fulfill its obligations under this Agreement.
After a reasonable period of time not to exceed ninety (90) days, both
Parties shall cease all use of the other Party's names and trademarks upon
expiration or termination of this agreement
ARTICLE 11 CONFIDENTIAL DISCLOSURE
11.1 - Obligations
Each Party agrees not to use Confidential Information furnished by the
other Party for any purpose other than for the purpose of performance of
the ARTICLES of this Agreement. Confidential Information disclosed in
documentary form shall be clearly marked "Confidential" on its face by the
disclosing Party. Any information which is transmitted orally, visually
or in physical form shall be orally identified as such by the disclosing
Party at the time of disclosure and identified as such in writing to the
receiving Party within 45 days of disclosure.
Each Party will treat Confidential Information furnished by the other
Party with the same degree of care as if it were its own confidential
proprietary information and except as required for the purposes of
performance of the ARTICLES of this Agreement, will not disclose such
information to any third Party, with the exception of those instances when
such information is required to be disclosed by law, regulation or other
act of governmental authority.
Confidential Information is defined as all technical and business
information disclosed as "Confidential" by one Party to the other Party
and relating to the AD7C/TM/ Test except information which:
was known or used by the receiving Party as evidenced by its written
records made prior to the time of receipt hereunder;
either before or after the time of disclosure becomes known to the
public other than by an authorized act or omission of the receiving
Party;
lawfully is disclosed to the receiving Party by a third Party having
the right to disclose said Confidential Information or
that has been developed by the receiving Party independently of the
Confidential Information provided by the other Party as evidenced by
the receiving Party's written records.
11.2 - Duration
Each Party's obligations under this ARTICLE 11 shall be in force during
the term of this and any related Agreement entered into between the
Parties and shall survive five (5) years after the termination or
expiration of this Agreement
ARTICLE 12 NYMOX EUROPEAN RIGHTS
12.1 - Operations
Under the sole non-exclusive license granted to L-S in ARTICLE 2 and
should it deem it desirable to do so, Nymox has the right to establish
it's own European AD7C/TM/ operations including but not limited to a
European affiliate(s) with full operational capabilities to market and
perform the AD7C/TM/ Test. Nymox has the right to immediately market and
perform the AD7C/TM/ Test in the Territory if and when this Agreement
should expire or terminate for any reason or upon receipt of notice of
non-renewal by L-S.
12.2 - Employee Transfers
Should this Agreement expire for any of the reasons cited in ARTICLES 3 or
4, L-S agrees to allow Nymox, at Nymox discretion, to make the offer of a
job transfer to Nymox to all L-S personnel directly involved with
performing the AD7C/TM/ Test and to all L-S personnel devoting full time
to marketing the AD7C/TM/ Test. L-S will make reasonable efforts within
applicable Belgian law to encourage such transfers to occur. Should such
transfer of such a L-S employee to Nymox not occur for any reason, the
responsibility for the employee remains solely with L-S. Nymox is
prohibited from recruiting and hiring any other L-S personnel that are not
directly and substantially involved with performing or marketing the
AD7C/TM/ Test. If Nymox infringes this article, Nymox shall pay
compensation for the loss to L-S equal to twice the gross annual salary of
the employee hired by Nymox.
ARTICLE 13 REPRESENTATIONS AND WARRANTIES
13.1 - General Compliance
In the conduct of its business and performance of its obligations
hereunder, L-S represents that it will observe and comply with all
applicable laws, rules and regulations of EEC and countries of the
Territory and Nymox represents that it will comply with all applicable
laws, rules and regulations of the United States, Canada, the EEC and
countries of the Territory.
13.2 - Supplies Warranty
Nymox hereby represents and warrants that AD7C/TM/ Test materials supplied
by Nymox to L-S will meet the internal use and release specifications used
by Nymox for those materials at the time they are shipped and until
officially certified for use by the L-S Quality Control Department.
13.3 - Disclaimer of Warranty
Other than set forth in this ARTICLE 13, no express or implied warranties
are given by Nymox to L-S with respect to the AD7C/TM/ Test materials
supplied by Nymox and utilized by L-S pursuant to this Agreement, or to
the AD7C/TM/ Test purposes or results including but not limited to, the
implied warranties of merchantability and fitness for a particular purpose
13.4 - Liability Provisions
Nymox will not hold L-S liable for the whole or partial non-performance of
the terms of this Agreement which are the result of actions or non-actions
imposed by any governmental authority who may be reasonably assumed to be
so empowered. L-S, representatives, subordinates and subcontractors will
only be liable for direct losses or damage caused by or as a consequence
of a serious offense regarding their contractual obligations flowing from
this Agreement and proven by means of written evidence obtained on the
basis of a joint investigation among the parties involved. Nymox and L-S
agree that liability will be limited to five million Belgian Francs
(5,000,000 BF) per proven offense. Any complaint or claim against L-S and
its affiliates, representatives, subordinates or subcontractors by Nymox
must be submitted within 3 months of written notice by Nymox that it
intends to file such a complaint, otherwise the matter is ipso jure
forfeited.
ARTICLE 14 - NON-COMPETE PROVISION
14.1 - Non-Compete Provision
In recognition of the sole non-exclusive license granted to L-S by Nymox,
L-S agrees that L-S will not sell or make available to any customer or
third party in the Territory, a service or product competitive to the
Nymox AD7C/TM/ Test for the diagnosis of Alzheimer's Disease.
14.2 - Duration
L-S obligations under this ARTICLE 14 shall be in force during the term of
this Agreement and shall survive one hundred eighty (180) days after the
termination or expiration of this Agreement.
ARTICLE 15 MISCELLANEOUS
15.1 - Force Majeure
The performance by either Party of any covenants or obligations to be
performed under this Agreement (other than an obligation of either to pay
money to the other) shall be excused by reason of strikes or other labor
disturbances, riots, fires, floods, earthquakes, accidents, wars,
embargoes, delays of carriers, inability to obtain materials from sources
of supply, or acts, injunctions or restraints of governments or any cause
preventing such performance whether similar or dissimilar to the
foregoing, provided, however, that the Party affected shall exert its
reasonable diligent efforts to eliminate or cure or overcome any of such
causes and to resume performance of its covenants and obligations with all
deliberate speed.
15.2 - Public Statements
Neither Nymox nor L-S shall publicly disclose the specific terms of this
agreement. The transactions contemplated herein or performance hereunder
shall not be disclosed without first obtaining the written consent of the
other Party unless there has been a prior public disclosure of the
information by the other Party or with the other Party's consent. The
Parties shall mutually develop and approve in writing any release or any
external public relations communications or announcements regarding this
Agreement or any activities by either Party relating to this Agreement.
15.3 - Notices
Any notice or other communications required by this Agreement shall be in
writing and shall be effective if hand delivered or if sent by certified
or registered mail or by facsimile transmission to the following locations
until notified otherwise.
If to Nymox, to:
Attention: President
Nymox Pharmaceutical Corporation
▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
If to L-S, to:
Attention: Managing Director
Laboratoires ▇▇▇▇▇ ▇.▇.
Vieux ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇-▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
A notice will be deemed to have been given on the date of delivery to the
Party.
15.4 - Assignability
This Agreement shall not be assignable nor its rights hereunder
transferred in any way by either Party except by prior written consent of
the other Party which consent may be withheld on the other Party's sole
discretion, and with the exception that either Party may assign its rights
and obligations to any Affiliate of such Party, which assignment does not
relieve the assigning Party of its original responsibilities and
obligations under this Agreement.
15.5 - Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland if Nymox is the claimant. The Agreement
shall be governed by and construed in accordance with the laws of Belgium
if L-S is the claimant and in that case only the Antwerp courts of Belgium
shall be competent to hear the case
15.6 - Language
Although this Agreement may be translated into other languages for its
implementation or other purposes, the English language version shall be
the governing version in any dispute or legal proceeding.
15.7 - Partial Invalidity
In case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision or provisions had never
been contained herein provided that the performance required under this
Agreement with such provision or provisions deleted remains substantially
consistent with the intent of the Parties.
15.8 - Entire Agreement
This Agreement contains the entire agreement between the Parties with
respect to the subject matter covered by this Agreement. No
representations, whether oral or written, made before, during and after
this Agreement is executed shall amend this Agreement. Any modification
or amendment to this Agreement shall be in writing and signed by an
authorized officer of each Party.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the dates set forth below:
ACCEPTED AND AGREED TO:
Nymox Corporation Laboratoires ▇▇▇▇▇ ▇.▇.
________________ ________________
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President Managing Director
________________ ________________
Date Date
EXHIBIT A
Patents licensed to L-S under ARTICLE 2
U. S. Patent Number Patent Title
8,050,559 Neural Thread Protein Gene
Expression and Detection of
Alzheimer's Disease
7,289,207 Method of Detecting Neurological
Disease or Dysfunction
EXHIBIT B
Trademarks licensed to L-S under ARTICLE 2
The Trademark NYMOX/TM/
The Trademark AD7C/TM/
The trademarks on this page are reasonable facsimiles of the actual
Trademarks. Nymox will furnish L-S with materials necessary for
reproduction of the actual Trademarks on L-S promotional materials.
EXHIBIT C
Exchange Rate Calculations
In order to share exchange rate risks for the quarterly compensation and
expense reimbursement payments between the parties, the conversion rate
between the United States dollar (US$) and the Belgian franc (BF) will be
calculated as follows:
The daily conversion rate (to two decimal places) on the final working day
of each of the 3 months of the quarter as reported in the Wall Street
Journal will be summed and divided by three (3) to provide an average
conversion rate for the quarter. This average rate will then be used to
convert the compensation payments or expense reimbursements originally
calculated in Belgian Francs to United States dollars.
The following calculations are for illustrative purposes only and do not
purport to represent an actual business expectation or outcome.
Illustration
Quarter 1 Quarter 2
Month Rate Month Rate
Jan 32.26 Apr 32.65
Feb 32.52 May 32.41
Mar 32.52 June 32.53
Average Rate 32.43 BF 32.53 BF
1st Quarter Compensation in BF = 3,000,000 BF
1st Quarter Compensation in US$ = $92,507
1st Quarter Expenses in BF = 1,850,000 BF
1st Quarter Expenses in US$ = $57,046
2nd Quarter Compensation in BF = 3,500,000 BF
2nd Quarter Compensation in US$ = $107,593
2nd Quarter Expenses in BF = 1,900,000 BF
2nd Quarter Expenses in US$ = $58,408
