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Title: |
Exclusive License Agreement |
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Entities: |
Dynavax Technologies Corp.; Regents of the University of California; University of California, San Diego |
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Date: |
2003 |
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Preview shows 9KB of 59KB total |
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Price: |
$52 |
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ID: |
#241400 |
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EXCLUSIVE LICENSE AGREEMENT
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
DYNAVAX TECHNOLOGIES CORPORATION
FOR
COMPOUNDS FOR INHIBITION OF CERAMIDE-MEDIATED SIGNAL TRANSDUCTION
AND
NEW ANTI-INFLAMMATORY INHIBITORS: INHIBITORS OF STRESS ACTIVATED PROTEIN KINASE
PATHWAYS
UC CASE NO. 94-029-2, 94-029-3, 94-029-4
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE NO. TITLE PAGE
{S} {C} {C}
BACKGROUND....................................................................... 1
1. DEFINITIONS..................................................... 2
2. LIFE OF PATENT EXCLUSIVE GRANT.................................. 4
3. SUBLICENSES..................................................... 4
4. PAYMENT TERMS................................................... 5
5. LICENSE-ISSUE FEE............................................... 6
6. EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES................... 6
7. ADDITIONAL PAYMENTS............................................. 7
8. DUE DILIGENCE................................................... 7
9. PROGRESS AND ROYALTY REPORTS.................................... 8
10. BOOKS AND RECORDS............................................... 9
11. LIFE OF THE AGREEMENT........................................... 9
12. TERMINATION BY THE REGENTS...................................... 10
13. TERMINATION BY LICENSEE......................................... 10
14. DISPOSITION OF LICENSED PRODUCT ON HAND UPON TERMINATION........ 10
15. USE OF NAMES AND TRADEMARKS..................................... 11
16. LIMITED WARRANTY................................................ 11
17. PATENT PROSECUTION AND MAINTENANCE.............................. 12
18. PATENT MARKING.................................................. 13
19. PATENT INFRINGEMENT............................................. 13
20. INDEMNIFICATION................................................. 15
21. NOTICES......................................................... 16
22. ASSIGNABILITY................................................... 16
23. NO WAIVER....................................................... 16
24. FAILURE TO PERFORM.............................................. 16
25. GOVERNING LAWS.................................................. 17
26. PREFERENCE FOR U.S. INDUSTRY.................................... 17
27. GOVERNMENT APPROVAL OR REGISTRATION............................. 17
28. EXPORT CONTROL LAWS............................................. 17
29. SECRECY......................................................... 17
30. MISCELLANEOUS................................................... 19
{/TABLE}
{PAGE}
UC Case No. 94-029
EXCLUSIVE LICENSE AGREEMENT
For
Compounds for Inhibition of Ceramide-Mediated Signal Transduction
And
New Anti-Inflammatory Inhibitors: Inhibitors of Stress Activated Protein
Kinase Pathways
This License Agreement (the "Agreement") is made effective this 2nd day
of October, 1998 (the "Effective Date"), between THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California corporation, having its statewide administrative
offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200
("The Regents"), and Dynavax Technologies Corporation, a California corporation,
having a principal place of business at 717 Potter Street, Suite 100, Berkeley,
CA 94710 (the "Licensee").
BACKGROUND
A. Certain inventions, generally characterized as Compounds for
Inhibition of Ceramide-Mediated Signal Transduction and New Anti-Inflammatory
Inhibitors: Inhibitors of Stress Activated Protein Kinase Pathways for certain
patent applications covered by UC Case No. 94-029 (collectively the
"Invention"), were made in the course of research at the University of
California, San Diego by Drs. Dennis A. Carson, Howard Cottam, and D. Bruce
Wasson, and are covered by Regents' Patent Rights as defined below.
B. The development of the Invention was sponsored in part by
National Institutes of Health and, as a consequence, this license is subject to
overriding obligations to the United States ("U.S.") Federal Government under 35
U.S.C. Sections 200-212 and applicable regulations.
C. Licensee has evaluated the Invention under a Secrecy Agreement
with The Regents (U.C. Control No. 98-20-0041) dated July 23, 1997.
1
{PAGE}
D. Licensee and The Regents have executed a Letter of Intent
(U.C. Control No. 98-30-0042) dated July 11, 1997.
E. Licensee wishes to obtain rights from The Regents for the
exclusive commercial development, use and sale of products from the Invention,
and The Regents is willing to grant those rights so that the Invention may be
developed to its fullest and the benefits enjoyed by the general public.
F. Licensee is a "small business firm" as defined in 15
U.S.C. Section 632.
G. Both parties recognize and agree that royalties due under this
Agreement on products and methods will be paid by Licensee on both pending
patent applications and issued patents.
H. The Regents and The Licensee understand and agree that The
Invention licensed hereunder embodies significant know-how and, accordingly,
royalties due under this Agreement will be paid on products developed through
the use of Technology Rights and The Licensee is willing to pay such royalties
in exchange for the Technology Rights granted by, and used under, this license,
regardless of whether or not some or all of the Technology Rights may have been
published or may become published.
I. The Regents gratefully acknowledge the gift of [***].
--00000--
In view of the foregoing, the parties agree:
1. DEFINITIONS
1.1 "Affiliate" means any corporation or other business entity in
which Licensee owns or controls, directly or indirectly, at least fifty percent
(50%) of the outstanding stock or other voting rights entitled to elect
directors or in which Licensee is owned or controlled directly or indirectly by
at least fifty percent (50%) of the outstanding stock or other voting rights
entitled to elect directors; but in any country where the local law does not
permit foreign equity participation of at least fifty percent (50%), then an
"Affiliate" includes any company in which Licensee owns or controls, or is owned
or controlled by, directly or indirectly, the maximum percentage of outstanding
stock or voting rights permitted by local law.
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