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License Agreement

 

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Title:

License Agreement

Entities:

Viragen International, Inc.

Date:

2007

Size:

Preview shows 11KB of 81KB total

Price:

$42

ID:

#2866837

 

 

► Licensing ► License Agreements
► Biotech & Drugs ► Biological Products

 

 

Start of Preview


LICENSE AGREEMENT

This Agreement is made effective on April 16, 2007 by and between Viragen International, Inc., a company incorporated in Delaware, USA with its principal offices located at 865 SW 78th Avenue, Plantation, Florida, USA, and its Affiliates and Subsidiaries (VGN) and Swedish Orphan International, a company incorporated in Sweden with its principal offices located at Drottninggatan 98, 111 60 Stockholm, Sweden and its Affiliates and Subsidiaries (SOI).

WHEREAS:

VGN has successfully developed and registered the human prescription biologic Multiferon (the Product) in Sweden and other countries and desires to license the exclusive rights to, market, sell and distribute the Product throughout the Territory as defined herein to SOI; and,

SOI is engaged in the business of development, sales, marketing and distribution of prescription products throughout the Territory and desires to license the Product from VGN for the exclusive rights to market, sell and distribute the Product throughout the Territory as defined herein; now,

VGN and SOI (hereinafter the Parties) hereby agree to the terms and conditions stated herein governing this License Agreement.

Article 1: Definitions

 

  1.1 Affiliates and Subsidiaries shall mean the entities owning, owned by, controlling or controlled by the respective Parties to this Agreement, and which may be involved in the performance of this Agreement on behalf of either Party.

 

  1.2 Agreement shall mean this agreement, including all Exhibits, as amended from time to time, in accordance with the terms herein.

 

  1.3 Amendment shall mean a mutually agreed upon and documented change to the terms and conditions of this Agreement, including its Exhibits, executed in writing and signed by authorized representatives of each Party to this Agreement in advance of the effective date of such change(s).

 

  1.4 Annual Product Forecast shall mean the amount of the Product that represents SOIs best estimates of SKUs it expects to purchase from VGN during a continuous 12-month period, and as reported to VGN in advance on a calendar quarter basis as described herein.

 

  1.5 Approved Indication(s) shall be those indications that are approved by the Swedish regulatory authorities as of the Effective Date of this Agreement, and those that may be approved through the Mutual Recognition Process in other countries within the EU, upon the initial application for approval.

 

  1.6 Confidential Information shall mean all information of a confidential nature relating to either Partys business disclosed by a Party to the other Party, either orally, in writing, or in any other tangible form and this may include the terms of this Agreement and all matters related to or associated with this Agreement.

 

April 16th, 2007    1   
VGN & SOI      


Portions of this document marked [ * ] are the subject of a request for confidential treatment filed with the Securities and Exchange Commission along with an unredacted version of this Agreement.

 

  1.7 Country(ies) shall mean each individual geographic region included in the Territory which has its own reimbursement authority and governing body(ies) that are charged with reviewing and approving a Market Authorization to permit marketing of the Product within its boundaries. For the avoidance of doubt, the Countries shall mean those specified in Exhibit 2 to this Agreement, and any Amendments thereto.

 

  1.8 Delivery Date shall mean a calendar date upon which SOI wishes VGN to make shipment of Product ordered by SOI under a Purchase Order (PO).

 

  1.9 Effective Date shall mean the latest date upon which this Agreement was last signed by either Party to the Agreement.

 

  1.10 Exhibit shall mean a written and mutually agreed upon attachment to this Agreement specifying certain terms, conditions, descriptions, specifications and details pertaining to this Agreement, and incorporated to this Agreement by reference.

 

  1.11 Expiration Date shall mean the date which shall be specified by VGN as the last date upon which the Product shall be assured to meet the Product Specifications when stored, handled and used in accordance with its labeling, as approved in the Registrations. The Expiration Date shall be incorporated into Product labeling and packaging and shall be assigned for each Product Lot Number.

 


 

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