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License Agreement

 

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Title:

License Agreement

Entities:

Packard Bioscience Co

Date:

2001

Size:

Preview shows 6KB of 63KB total

Price:

$45

ID:

#1320089

 

 

► Licensing ► License Agreements

 

 

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<DESCRIPTION>EXHIBIT 10.26

<TEXT>

<PAGE>

LICENSE AGREEMENT

This License Agreement ("Agreement"), effective as of September 30, 1998,
is made by and between:

DADE BEHRING INC., a State of Delaware corporation having its principal
office at 1717 Deerfield Road, Deerfield, IL 60015.

and

PACKARD INSTRUMENT COMPANY, INC., a State of Delaware corporation having
its principal office at 800 Research Parkway, Meriden, Connecticut 06450.

W I T N E S S E T H:

WHEREAS, Dade Behring owns certain patent rights, trade secrets, knowhow
and technology relating to luminescent oxygen channeling immunoassays;

WHEREAS, Dade Behring and Packard have heretofore entered into a certain
Letter of Intent effective February 28, 1998, as amended (the "LOI"), pursuant
to which Dade Behring granted to Packard a license to use, examine, modify and
enhance the LOCI technology for purposes of determining the feasibility of
commercializing products utilizing such technology, and an option to acquire a
license to utilize such technology in the Field of Use (as hereinafter defined);

WHEREAS, the parties now desire to enter into this Agreement to further
memorialize their agreements set forth in the LOI and to set forth the terms of
a definitive license agreement, as contemplated by the LOI;

WHEREAS, in order to avoid potential disputes, Dade Behring has entered
into a license agreement with [* * *] under which Dade Behring received the
right to grant sublicenses in accordance with the Sublicense Agreement (as
defined below), a copy of which is attached hereto as Exhibit A;

WHEREAS, due to Dade Behring's knowledge, expertise, and experience with
regard to the manufacture of certain products to be used in the practice of
LOCI, Packard and Dade Behring wish to enter into a Supply Agreement (as defined
below), a copy of which is attached hereto as Exhibit B, pertaining to the
supply of such products to Packard for the duration of this Agreement;

NOW THEREFORE, in consideration of the promises and of the mutual
agreements and covenants herein contained, the parties hereto agree as follows:


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

<PAGE>

I. DEFINITIONS

In this Agreement, the following terms shall have the following meanings:

1.1 "Affiliate" shall mean a corporation, company, or other entity of which
fifty percent (50%) or more of the ownership interest representing the
right to make the decisions for such corporation, company or entity is, now
or hereafter, owned or controlled, directly or indirectly, by a Party, but
such corporation, company, or other entity shall be deemed to be an
Affiliate only so long as such ownership or control exists.

1.2 "Analyte" shall mean and include any target to be detected by a specific
binding assay, including without limitation the following classes of
materials: proteins, deoxyribonucleic acids, ribonucleic acids,
carbohydrates, bacteria, polynucleotide probes, peptide nucleic acids, and
small molecules (the latter including but not limited to peptides, drugs,
steroids, and hormones).

1.3 "Consumables and Supplies" shall mean buffers, microplates, solutions, or
sample containers and other components that are marketed, packaged, used,
or sold by Packard and/or its Affiliates explicitly to practice LOCI.

1.4 "Customer" shall mean a Third Party non-Affiliate of Packard.

1.5 "Dade Behring" shall mean and be composed of Dade Behring Inc. and its
Affiliates.

1.6 "Dade Behring Improvements" shall mean inventions, discoveries, ideas,
processes, methods, compositions, formulae, techniques, information and
data, whether or not patentable, conceived, developed or reduced to
practice after the Effective Date that beneficially change or enhance the
economic and/or technical attributes of LOCI on which Dade Behring prepares
an invention record and/or upon which Dade Behring files for patent
protection. Dade Behring Improvements shall not include information
relating solely to any instrument developed by Dade Behring that uses LOCI
technology to the extent that such information is not, and could not
reasonably be expected to be, used or useful in the Field of Use.

1.7 "Dade Behring Original Technology" shall mean any and all Original
Technology owned or controlled by Dade Behring including, without
limitation, the Original Technology which is the subject of Dade Behring
Patents. For purposes of the foregoing, "controlled by" means possession of
the ability to grant a license or sublicense as provided for herein without
violating the terms of any agreement with or other arrangement with any
Third Party.


Page 2
<PAGE>

1.8 "Dade Behring Patents" shall mean all patents and patent applications
listed in Exhibit C hereto.

1.9 "Dade Behring Supplemental Technology" shall mean any and all Supplemental
Technology owned or controlled by Dade Behring after the Effective Date but

 

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