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Document Preview Development and License Agreement |
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Title: |
Development and License Agreement |
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Entities: |
Bioprogress Technology International, Inc.; Convatec; E.R. Squibb & Sons, L.L.C.; Bioprogress plc |
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Date: |
2003 |
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Size: |
37KB total |
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Price: |
$40 |
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ID: |
#121711 |
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LICENSE AGREEMENT
between
CONVATEC, A DIVISION OF E.R. SQUIBB & SONS, L.L.C.
and
BIOPROGRESS TECHNOLOGY INTERNATIONAL INC.
Dated 27th August 2002
*Denotes material omitted pursuant to a request for confidential treatment. Such material is filed separately with the Securities and Exchange Commission.
1
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Article Number |
Title |
Page | ||
|
I. |
DEFINITIONS |
4 | ||
|
II. |
DISCLOSURE |
7 | ||
|
III. |
PRODUCT DELIVERY MILESTONE PROGRAM |
7 | ||
|
IV. |
GRANT OF LICENSE |
9 | ||
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V. |
ROYALTIES AND PERFORMANCE |
10 | ||
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VI. |
REPORTS |
13 | ||
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VII. |
TIMES AND CURRENCIES OF PAYMENT |
15 | ||
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VIII. |
INFRINGEMENT |
16 | ||
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IX. |
PATENT APPLICATIONS |
18 | ||
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X. |
REISSUE |
19 | ||
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XI. |
FUTURE DEVELOPMENTS |
21 | ||
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XII. |
PRODUCT TESTING AND COMPLIANCE |
21 | ||
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XIII. |
DEVELOPMENT RECOGNITION |
23 | ||
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XIV. |
CONFIDENTIALITY |
23 | ||
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XV. |
EFFECTIVE DATE AND TERM |
24 | ||
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XVI. |
TERMINATION FOR CAUSE |
25 | ||
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XVII |
RIGHTS AND OBLIGATIONS UPON TERMINATION |
26 | ||
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XVIII. |
ASSIGNMENT |
27 | ||
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XIX. |
NOTICES |
28 | ||
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XX. |
ENTIRE AGREEMENT AND AMENDMENTS |
29 | ||
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XXI. |
GOVERNING LAW |
29 | ||
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XXII. |
REVIEW AND COMMENT |
29 |
2
DEVELOPMENT AND LICENSE AGREEMENT
This Agreement, made as of the 27th day of August, 2002 by and between BioProgress Technology International, Inc. having an address of 9055 Huntcliffe Trace, Atlanta, GA 30350 (hereinafter referred to as LICENSOR) and CONVATEC, a Division of E.R. Squibb & Sons, L.L.C., with offices at 200 Headquarters Park Drive, Skillman, New Jersey 08558 USA (hereinafter referred to as CONVATEC).
WITNESSETH:
WHEREAS, LICENSOR represents and warrants that it owns all of the right, title and interest in and to certain patent rights and information pertaining to a device (such rights and device hereinafter defined); and
WHEREAS, LICENSOR and CONVATEC desire to undertake and complete a program to provide Product based upon said device; and
WHEREAS, CONVATEC is desirous of obtaining certain rights and licenses from LICENSOR relating to the aforementioned patent rights and information; and
WHEREAS, LICENSOR is willing to grant such licenses and rights
3
upon the conditions hereof;
NOW THEREFORE, for and in consideration of the premises and the mutual promises hereinafter contained, and other good and valuable consideration, the parties hereto have mutually agreed as follows:
ARTICLE I. DEFINITIONS
The following terms as used in this Agreement shall, unless the context clearly indicates to the contrary, have the meanings set forth in this Article:
| A. | Device shall mean the medical article described in Attachment A hereto. |
| B. | Licensed Patents shall mean the patent(s) and/or patent application(s) specified in Attachment B hereto and any and all other patents and/or patent applications in the Territory now or hereafter during the term of this Agreement owned or controlled by LICENSOR and disclosing and claiming the Device, together with any and all patents that may issue or may have issued therefrom in the Territory including any and all renewals, divisions, |
4
continuations, continuations-in-part, confirmations, reissues, substitutions, registrations, revalidations, revisions, extensions or additions of or to any of the aforesaid patents and patent applications. From time to time during the term of this agreement, LICENSOR will provide CONVATEC, upon request, with an updated version of Attachment B.
| C. | Net Sales Price shall mean the gross invoice price at which Product is sold, less commissions allowed to distributors, discounts allowed dealers, cash discounts, refunds, replacements or credits allowed to purchasers for return of Product or as reimbursment for damaged Product, freight, postage, insurance and other shipping charges, sales and use taxes, customs duties and any other governmental charges imposed on the production, importation, use or sale of Product. |
| D. | Product shall mean any device the manufacture, use or sale of which would, but for this Agreement, infringe a Valid Claim or any device incorporating, or the manufacture, use or sale of which utilizes Technology. |
| E. | Subsidiary shall mean any corporation directly or indirectly owning, owned by, or under common ownership |
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with the party in question to the extent of at least fifty percent (50%) of the voting shares, including directors qualifying shares owned beneficially by such party, having the power to vote for directors.
| F. | Technology shall mean all information, technical data, or other know-how which relates to the manufacture, use or sale of the Device (including clinical data, medical uses and methods, product forms, specifications and manufacturing data) which LICENSOR has heretofore developed or acquired, or may hereafter develop or acquire, and possesses at any time during the term of this Agreement and which LICENSOR is free to disclose and furnish to CONVATEC hereunder. |
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