EXCLUSIVE RIGHTS LICENSE AGREEMENT
EXCLUSIVE RIGHTS LICENSE AGREEMENT
Entered into on 31st March 2014 by and between:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pharma (DBP), Jersey Limited, Tradewinds, Jersey, Channel Islands
and Dermal Diagnostics Limited,(hereinafter referred to as Dermal). ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇
1. TERRITORIES
· The TERRITORY in which DBP is to be given the EXCLUSIVE right to market and promote (directly to doctors and consumers) the Product as more particularly described in Section 1, the Product, is the UK and Republic of Ireland; for the avoidance of doubt the product will not be sold or licensed by the licensor in the territories to any other party for sale by any other means.
2. THE PRODUCT
The Dermal Glucose Monitoring Device and Patches, as defined in Patents listed in Appendix 1, Patents for reverse Iontophoresis, Cumulative Measurement of an analyte, and Methods for non-invasively detecting the relative levels of two analytes; further defined as patches for reverse iontophoresis consisting of glucose oxidase enzyme sensors, and associated watch like device (to be worn on the wrist or forearm) for the measurement of glucose extracted from the skin of a human. The rights granted herein apply specifically to the Product defined in this Section 2, the Product, for the measurement of glucose, and does not in any way confer any rights or title to the said patents, nor does it confer any ownership or exclusivity, other than the licensed rights set out in Section 1, the Territories.
3. TRADEMARK
DBP will register a common European Trademark(s) to protect the interests of DBA’s brand of the Dermal Glucose Monitoring Device in the TERRITORY defined in Section 1.
4. LICENSING PAYMENTS TO BE MADE
DBP will pay £1million as a one off non-refundable fee [which for the avoidance of doubt is not contingent on any other conditions being met by Dermal] to secure the rights to market the products as defined herein for the Territory defined in Section 1, the Territories, upon signature of this Agreement by both parties.
5. CONFIDENTIALITY AND NO PUBLICITY
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the affairs, business, clients, customers or suppliers of the other party, except that each party may disclose the other party's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 6; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement.
The parties agree not to disclose details of this Agreement, or the existence of any terms and conditions of this Agreement, other than where required to do so by legal order.
Each party agrees that in the event of any breach or threatened breach by it of this Section 6, the other party may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect the other party against any such breach or threatened breach.
7. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed and construed in accordance with the laws of England and Wales and each party consents to the exclusive jurisdiction of the courts located there for any dispute arising out of this Agreement.
8. FULL COMMERCIAL LICENSING AGREEMENT
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement will be superseded by a full commercial licensing agreement, once the Product can be commercialized by Dermal, defined as successful CE ▇▇▇▇ Approval. The full license agreement will include full product costing and supply costs.
9. NO ASSIGNMENT
DBP may not assign this Agreement or any interest herein without Dermal’s express prior written consent.
10. SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
11. NOTICES
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognised overnight delivery services.
Dermal:
Dermal Diagnostics Limited, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇
DBP:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pharma (DBP), Jersey Limited, Tradewinds, Jersey, Channel Islands
12. NO IMPLIED WAIVER
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
13. HEADINGS
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Dermal
For and on behalf of: Dermal Diagnostics Limited,
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO
Signature:
Date:
WITNESSED BY:
NAME:
JOB TITLE:
ADDRESS:
DBP
For and on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PHARMA (JERSEY LIMITED)
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO
Signature:
Date:
WITNESSED BY:
NAME:
JOB TITLE:
ADDRESS:
Appendix 1 – PATENTS PERTAINING TO THE PRODUCT
Internal Standard concept - elimination of need for 'routine' finger-prick calibration
| Country | Publication Number | Priority Date | Date granted | Title | Expiry Date |
| USA | 7,555,337 | 22/06/2001 | 30/06/2009 | Method for non-invasively determining the relative levels of Two Biological Substances | 21/06/2021 |
| Canada | 2,450,965 | 22/06/2001 | 18/08/2009 | Method for non-invasively determining the relative levels of Two Biological Substances | 21/06/2021 |
| USA | 7,693,573 | 23/06/2001 | 06/04/2010 | Method for non-invasively determining the relative levels of Two Biological Substances | 21/06/2021 |
| Europe | WO 03/000340 | 22/06/2001 | Mar-13 | Method for non-invasively determining the relative levels of Two Biological Substances | 21/06/2021 |
Patches for Reverse Iontophoresis - Platform for non-invasive continuous analyte monitoring - IP covering core technology - device
| Country | Publication Number | Priority Date | Date granted | Title | Expiry Date |
| Europe | 977280.6 | 30/06/2008 | 18-May-12 | Patches for Reverse Iontophoresis | 29/06/2028 |
| Canada | 2766331 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| USA | 13/002,012 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| Hong Kong | 11109421.7 | 30/06/2008 | 13-Jun-12 | Patches for Reverse Iontophoresis | 29/06/2028 |
| China | 200980130090-3 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| Japan | 2011-51599 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| India | 218-KOLNP/2011 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| Australia | 200965416 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
| Brazil | P10915238-4 | 30/06/2008 | pending | Patches for Reverse Iontophoresis | 29/06/2028 |
Algorithm to determine the concentration of an analyte - IP relating to broad algorithm method
| Country | Publication Number | Priority Date | Date granted | Title | Expiry Date |
| UK | 1208950.4 | 21/05/2012 | pending | Cummulative Measurement of an analyte | 20/05/2032 |
| PCT | PCT/GB2013/051322 | 21/05/2012 | pending | Cummulative Measurement of an analyte | 20/05/2032 |
TO BE FILED IN ALL MAJOR TERRITORIES PRIOR TO EXPIRY OF PCT PHASE IN NOVEMBER 2014