EXHIBIT 10.02
SEPARATE LICENSE AGREEMENT
THIS AGREEMENT is made as of December 31, 1998 by and between LECTEC
CORPORATION, a Minnesota corporation, having offices at 00000 Xxx Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxx 00000 ("Company"), and XXXXXX X. XXXXXX, M.D., Ph.D., an
individual resident of Maryland, having offices at 000 Xxxxxxxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000 ("Xxxxxx").
Recitals
WHEREAS, Xxxxxx owns the rights to a United States patent No.
5,573,774, entitled "Nicotine Metabolites, Nicotine Dependence and Human Body
Weight" and issued on November 12, 1996, and to three U.S. patent applications,
Serial No. 12,379, filed February 2, 1993, Serial No. 236,190, filed May 2, 1994
and Serial No. 08/745,996, filed ____________ (collectively, the "Xxxxxx
Patents");
WHEREAS, Company, The Regents of the University of Minnesota and
Pharmaco Behavioral Associates, Inc., a Minnesota corporation, are parties to
that certain License Agreement dated March 9, 1993, as amended as of December
31, 1998 ("the Pharmaco License Agreement");
WHEREAS, Company desires to obtain a license to make, have made, use
and sell products utilizing the cotinine portion of the Xxxxxx Patents and
improvements thereon (but not as to any other portions of such patent or patent
applications);
NOW, THEREFORE, in consideration of the premises, the license granted
herein, and the covenants and conditions herein contained; the parties agree as
follows:
ARTICLE I - Incorporation by Reference
Company and Xxxxxx do hereby adopt and incorporate by reference herein
the following provisions of the Pharmaco License Agreement as if such Agreement
were written to apply to Xxxxxx as the sole licensor and the cotinine portions
only of the Xxxxxx Patents as the sole licensed patents or patent applications
thereunder:
Article I - Definitions of "Technology," "Improvements," "Subject
Patent Applications," "Subject Patent(s)," "Licensed Product(s),"
"Affiliate(s)" and "Sublicensee(s)"
Article III - Inventions and Patent Applications
Article IV - License Grant and Commercial Effort, subject to Article IV
below
Article VI - Infringement
Article VIII - Confidential Information and Non-Disclosure
Article IX - Indemnification
Article X - Miscellaneous, provided, however, any notice sent to Xxxxxx
shall be addressed to him as provided at the top of page 1 hereof.
ARTICLE II - Representations or Warranties
To the best of Xxxxxx'x knowledge, Xxxxxx owns and has the exclusive
right to use and license the Xxxxxx Patents, free and clear of all material
liens, claims and restrictions, and, to the best of Xxxxxx'x knowledge, the use
of the Xxxxxx Patents will not infringe on or otherwise act adversely to the
right or claimed right of any person under or with respect to any patent,
trademark, tradename, copyright, trade secret or other intangible asset. Except
as set forth in the preceding sentence, Xxxxxx disclaims all other
representations or warranties, express or implied.
ARTICLE III - Limited License; No Other Rights
Any other provision notwithstanding, the license granted herein to
Company is limited solely and exclusively to the cotinine portions of the Xxxxxx
Patents for weight loss or smoking cessation. No rights are granted herein as to
any other chemical compounds cited in the Xxxxxx Patents or for any other use.
ARTICLE IV - Consideration
Upon execution of this Agreement, Company shall pay Xxxxxx One Hundred
Dollars ($ 100.00) as the sole and exclusive compensation for the license of the
Xxxxxx Patents.
ARTICLE V - Term and Termination
Xxxxxx shall have the right to terminate this Agreement and the license
granted hereunder upon the same conditions and with same notice to Company as
Pharmaco may terminate the Pharmaco License Agreement under Article VII thereof.
IN WITNESS WHEREOF, Company and Xxxxxx have caused this Agreement to be
duly executed as of the date noted on page 1 hereof.
LECTEC CORPORATION
By:/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx, M.D., Ph.D.
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Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, M.D., Ph.D.
CEO and President
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