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Title:

License Agreement

Entities:

Genetronics Biomedical Corp.

Date:

2006

Size:

Preview shows 19KB of 63KB total

Price:

$45

ID:

#2630528

 

 

► Licensing ► License Agreements
► Healthcare ► Medical Equipment & Supplies

 

 

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LICENSE AGREEMENT


by and between

INOVIO BIOMEDICAL CORPORATION


and

INOVIO ASIA PTE LTD.




September 15, 2006




LICENSE AGREEMENT

This License Agreement (the Agreement) is entered into this 15th day of September 2006 (the Effective Date), by and between Inovio Biomedical Corporation, a corporation organized and existing under the laws of the State of California, U.S.A., and having a principal place of business at 11494 Sorrento Valley Road, San Diego, California, U.S.A. 92121 (Inovio or Licensor), and Inovio Asia Pte Ltd. , a corporation incorporated and existing under the laws of the Republic of Singapore and having a principal place of business at c/o Rajah & Tann, 4 Battery Road #26-01 Bank of China Building, Singapore, 049908 (IAPL or Licensee).  Inovio and IAPL may each be referred to herein individually as a Party and collectively as the Parties.

WHEREAS, Inovio is engaged in the development and commercialization of human applications of electroporation and possesses rights to certain intellectual property with respect thereto;

WHEREAS, pursuant to a Securities Purchase and Exchange Agreement dated as of the date hereof among IAPL, Inovio, and the other investors named therein (the Purchase Agreement), IAPL and Inovio are required to deliver a duly executed agreement providing for an exclusive royalty-free license to certain rights in and to Inovios intellectual property from Inovio to IAPL as a condition to closing of the transactions contemplated therein;

WHEREAS, IAPL desires to issue, and Inovio desires to receive certain ordinary shares of IAPL as consideration for the license of such rights;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.             DEFINITIONS.

Capitalized Terms not otherwise defined herein shall have the following meanings:

1.1.               Additional Agent.  Additional Agent shall mean one additional chemotherapeutic agent, other than Bleomycin, that is used in the treatment of human cancer, the selection of such Additional Agent to be agreed on by the Parties after the Effective Date.

1.2.               Third Party License.  Additional Third Party License shall have the meaning set forth in Section 8.6.2 hereof.

1.3.               Affiliate(s).  Affiliate(s) shall mean, as of any point in time and for so long as such relationship continues to exist with respect to any Person, any other Person which controls, is controlled by or is under common control with such Person.  A Person shall be regarded as in control of another Person if it owns or controls at least fifty percent (50%) of the equity securities of the subject Person entitled to vote in the election of directors (or, in




the case of a Person that is not a corporation, for the election of the corresponding managing authority).

1.4.               Applicator.  Applicator shall mean an existing Inovio intratumoral six needle electroporation product designed for use solely with the Generator, which product is intended to be disposed of after one administration to a patient of a Licensed Product, or after a defined number of such administrations of a Licensed Product.

1.5.               Change of Control.  Change of Control shall mean a transaction in which IAPL: (a) sells, conveys or otherwise disposes of all or substantially all of its property or business; or (b)(i) merges or consolidates with any other entity; or (ii) effects any other transaction or series of transactions; in each case of clause (i) or (ii), such that the stockholders of IAPL immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent (50%) of the outstanding voting securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions.

1.6.               Commercialize.  Commercialize or Commercializing shall mean to use, import, export, market, Promote, distribute, offer for sale, sell, have sold or otherwise commercialize or prepare to commercialize.  When used as a noun, Commercialization shall mean any and all activities involved in Commercializing.

1.7.               Confidential Information.  Confidential Information means, with respect to a Party, all information (and all tangible and intangible embodiments thereof), which is Controlled by such Party, including, without limitation, (i) scientific or medical information, material, results and data of any type whatsoever, in any tangible or intangible form whatsoever, including databases, inventions, practices, methods, techniques, specifications, formulations, formulae, cell lines, cell media, knowledge, know-how, skill, experience, manufacturing materials, financial data, test data including pharmacological, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, quality assurance data, stability data, and studies and procedures, (ii) all regulatory filings and communications or any kind, and patent and other legal information or descriptions and (iii) commercial information of any kind, including product forecasts and sales information, sales force information, marketing studies and marketing materials, comparative analysis of competing products, physician education materials, customer and distribution channel information, and any information regarding post-approval trials, adverse event reports, or other product information.  Notwithstanding the foregoing, Confidential Information of a Party which is disclosed by such Party to the other Party or otherwise received by the receiving Party shall not include information which the receiving Party can establish by written documentation (a) was publicly known prior to its disclosure to or receipt by the receiving Party, (b) became publicly known, without breach of this Agreement on the part of the receiving Party or an agent thereof, subsequent to its disclosure to or receipt by the receiving Party, (c) was received by the receiving Party at any time from a source, other than the disclosing Party, rightfully having possession of and the right to disclose such information free of confidentiality obligations, (d) was otherwise known by the receiving Party free of confidentiality obligations to the disclosing Party prior to its disclosure to or receipt by the receiving Party, or (e) was independently developed by

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employees or others on behalf of the receiving Party without the aid, application or use of the information disclosed to or received by the receiving Party.

1.8.               Control or Controlled.  Control or Controlled shall mean with respect to any material, item of information, or intellectual property right, the possession, whether by ownership, license or otherwise, of the right to grant a license or other right with respect thereto to the extent set forth herein.

1.9.               Device.  Device shall mean a Generator or Applicator.  Devices shall mean Generators or Applicators, or both.

1.10.             EP.  EP shall mean intratumoral electroporation.

1.11.             Existing EP Intellectual Property.  Existing EP Intellectual Property shall mean the Existing Inovio Patent Rights and Existing Inovio Know-How.

1.12.             Existing Inovio Know-How.  Existing Inovio Know-How shall mean any Inovio Know-How Controlled by Inovio or its Affiliates as of the Effective Date.

1.13.             Existing Inovio Patent Rights.  Existing Inovio Patent Rights shall mean the patents and patent applications listed on Schedule 1.16 attached hereto.

1.14.             Generator.  Generator shall mean an intratumoral electroporation device the manufacture and/or use of which in the Licensed Field would infringe the Inovio Patent Rights or utilize the Inovio Licensed Technology, including but not limited to pulse generation equipment.

1.15.             IAPL Improvements.  IAPL Improvements shall mean any invention, development or discovery, whether or not patentable, made or created (i) independently by employees or agents of IAPL or any of its Affiliates, or (ii) jointly by employees or agents of IAPL and Inovio, or any of their respective Affiliates, which relate to EP or arise out of, improve, or enhance Inovio Licensed Technology.

1.16.             Inovio Competitor.  Inovio Competitor means any company (other than Inovio or IAPL) that is either (i) significantly engaged in the development, Manufacturing, Commercialization, and/or marketing of EP applicators and/or generators or (ii) is a Sublicensee of Inovio or an Affiliate thereof.

1.17.             Inovio Product Enhancements.  Inovio Product Enhancements shall mean any Inovio Patent Rights or Inovio Know-How Controlled by Inovio or its Affiliates during the Term that enhances or technically improves a Licensed Product.

1.18.             Inovio Know-How.  Inovio Know-How shall mean all EP-related Know-How Controlled by Inovio or its Affiliates, now or at any time during the Term, necessary for the Development, Manufacture, use, sale or importation of a Device in a Licensed Product in a Licensed Field and in the Territory.  Inovio Know-How shall include Existing Inovio Know-How.

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