Preview | Cross-License Agreement |

This Agreement (the Agreement) is entered into as of October 14, 2002 (the Execution Date) by and between Wyeth (formerly, American Home Products Corporation) by and through Genetics Institute, L.L.C. (formerly Genetics Institute, Inc.), a Delaware limited liability company with a business address at 87 CambridgePark Drive, Cambridge, Massachusetts 02140 (GI) and MetaMorphix, Inc., a Delaware corporation with a business address at 8510A Corridor Road, Savage, Maryland 20763 (MetaMorphix). GI and MetaMorphix may each be referred to herein individually as a Party and collectively as the Parties.

WHEREAS, as of December 1, 1994, GI, MetaMorphix and The Johns Hopkins University (JHU) entered into that certain Collaboration Agreement (the 1994 Agreement) relating to the discovery, characterization, and development of factors in the TGF-b Superfamily (referred to by GI as BMPs and by MetaMorphix and JHU as GDFs, as such terms are more fully defined in that Agreement);

WHEREAS, as of January 26, 1999, the Parties and JHU entered into that certain Amended and Restated Collaboration Agreement (as subsequently amended by the Sponsored Research Amendments (as defined below), the 1999 Agreement) relating to the discovery, characterization, and development of factors in the TGF-b Superfamily (referred to by GI as BMPs and by MetaMorphix and JHU as GDFs, as such terms are more fully defined in that Agreement), which agreement supercedes and replaces the 1994 Agreement;

WHEREAS, effective as of January 1, 2001, the Parties and JHU executed and delivered that certain First Amendment to 1999 Amended and Restated Collaboration Agreement and, effective as of June 30, 2002, the Parties and JHU executed and delivered that certain Second Amendment to 1999 Amended and Restated Collaboration Agreement (collectively, the Sponsored Research Amendments) each relating to Additional Sponsored Research at JHU focused solely upon MetaMorphix Factor GDF-8; and

WHEREAS, the Parties desire to disclose and share freely with each other Confidential Information regarding MetaMorphix Factor GDF-8 and to expand the present cross licenses (granted under the 1999 Agreement) between the Parties in respect, only, to MetaMorphix Factor GDF-8 and all internal and external research related to such Factor, including, but not limited to, the June 1, 1998 December 31, 2000 Sponsored Research at JHU in accordance with Section 3.3 of the 1999 Agreement and the post January 1, 2001 Additional Sponsored Research in accordance with the Sponsored Research Amendments.

NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants, agreements, representations, and warranties set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged

by each of the Parties, the Parties hereby covenant, agree, represent, and warrant as follows:

1. DEFINITIONS.

1.1   Existing Definitions. Unless expressly defined herein, all capitalized terms used in this Agreement shall have the meanings assigned to such terms in the 1999 Agreement and are incorporated herein by reference. For the sake of clarity, where a capitalized term is defined in both this Agreement and in the 1999 Agreement, the definition set forth in this Agreement shall control with respect to the use of such term in this Agreement, and the definition set forth in the 1999 Agreement shall control with respect to the use of such term in the 1999 Agreement.

1.2   Additional Definitions. Solely for purposes of this Agreement (it being understood and agreed that nothing in this Section 1.2 shall be deemed to be an amendment of any provision in the 1999 Agreement), the following capitalized terms shall have the respective meanings assigned thereto in this Section 1.2:

1.2.1   Control or Controlled shall mean with respect to any (i) item of information, including, without limitation, any GDF-8 KnowHow, or (ii) intellectual property right, the possession (whether by purchase, assignment or license) by a Party of the ability to grant to the other Party access and/or a license as provided herein under such item or right without violating the terms of any agreement or other arrangements with any Third Party.

1.2.2   Effective Date shall mean the next business day following the last to occur of: (i) the delivery to each Party of fully executed counterparts of this Agreement, (ii) a determination made by GI that a notification of this Agreement is not required to be made under the HSR Act, and (iii) if notification of this Agreement is required to be made under the HSR Act, the expiration or earlier termination of any notice and waiting period under the HSR Act.

1.2.3   Excluded Product shall mean any GI Excluded Product or any MetaMorphix Excluded Product.

1.2.4   GDF-8 shall mean the TGF-(b Factor known as GDF-8 which Factor is designated under the 1999 Agreement as a MetaMorphix Factor.

1.2.5   GDF-8 Derivative Product shall mean any pharmaceutical product which primarily acts as

CONFIDENTIAL

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(i)   an antagonist or agonist of GDF-8 or the GDF-8 receptor,

(ii)   a vaccine against GDF-8,

(iii)   a modifier of GDF-8 synthesis, or

(iv)   a modulator of the GDF-8 signal transduction pathway,

only to the extent that such pharmaceutical product is both (a) developed or sold for the purposes of modulating the effects of GDF-8, and (b) is covered by one or more Valid Claims included within the applicable GDF-8 Patent Rights licensed under Section 2.1 or Section 2.2 hereof.

1.2.6 GDF-8 Know-How shall mean any unpatented information specifically relating to GDF-8 produced or otherwise Controlled by either Party which is reasonably useful, necessary or required for the other Party and its Affiliates to manufacture, use and/or sell GDF-8 Licensed Products for use in the MetaMorphix Field or the GI Field, as applicable, under this Agreement.

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	1.1	Existing Definitions. Unless expressly defined herein, all capitalized terms used in this Agreement shall have the meanings assigned to such terms in the 1999 Agreement and are incorporated herein by reference. For the sake of clarity, where a capitalized term is defined in both this Agreement and in the 1999 Agreement, the definition set forth in this Agreement shall control with respect to the use of such term in this Agreement, and the definition set forth in the 1999 Agreement shall control with respect to the use of such term in the 1999 Agreement.

	1.2	Additional Definitions. Solely for purposes of this Agreement (it being understood and agreed that nothing in this Section 1.2 shall be deemed to be an amendment of any provision in the 1999 Agreement), the following capitalized terms shall have the respective meanings assigned thereto in this Section 1.2:

	1.2.1	Control or Controlled shall mean with respect to any (i) item of information, including, without limitation, any GDF-8 KnowHow, or (ii) intellectual property right, the possession (whether by purchase, assignment or license) by a Party of the ability to grant to the other Party access and/or a license as provided herein under such item or right without violating the terms of any agreement or other arrangements with any Third Party.

	1.2.2	Effective Date shall mean the next business day following the last to occur of: (i) the delivery to each Party of fully executed counterparts of this Agreement, (ii) a determination made by GI that a notification of this Agreement is not required to be made under the HSR Act, and (iii) if notification of this Agreement is required to be made under the HSR Act, the expiration or earlier termination of any notice and waiting period under the HSR Act.

	1.2.3	Excluded Product shall mean any GI Excluded Product or any MetaMorphix Excluded Product.

	1.2.4	GDF-8 shall mean the TGF-(b Factor known as GDF-8 which Factor is designated under the 1999 Agreement as a MetaMorphix Factor.

	1.2.5	GDF-8 Derivative Product shall mean any pharmaceutical product which primarily acts as

	(i)	an antagonist or agonist of GDF-8 or the GDF-8 receptor,

	(ii)	a vaccine against GDF-8,

	(iii)	a modifier of GDF-8 synthesis, or

	(iv)	a modulator of the GDF-8 signal transduction pathway,