= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND...
Exhibit 10.17
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.
PATENT AND KNOW-HOW LICENCE AGREEMENT
by and between
KHANDA THERAPEUTICS LP
and
▇▇▇▇▇▇▇ TX INC.
Dated as of June 1, 2026
CONFIDENTIAL
Page 1
PATENT AND KNOW-HOW LICENCE AGREEMENT
This PATENT AND KNOW-HOW LICENCE AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026 (the “Commencement Date”), by and between:
Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, Licensor is the owner or exclusive licensee of certain Patent Rights, Know-How, and other intellectual property relating to a bispecific antibody that is directed to both Interleukin-13 (“IL-13”) and [*] (“[*]”);
WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a licence under the Licensed Technology (as defined below) to develop, manufacture, and commercialise Licensed Products in the Field in the Territory, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article 1
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquiring Entity” means, collectively, any Third Party that becomes an Affiliate of a Party as a result of Change of Control of such Party and such Third Party’s Affiliates, other than (a) the applicable Party in the definition of Change of Control, and (b) such Party’s Affiliates, determined immediately prior to the closing of such Change of Control.
“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled by”
Page 2
and “under common control with” shall have correlative meanings. A Person shall be deemed an Affiliate of another Person only for so long as such control relationship exists.
“Antibody” means (a) any antibody, whether polyclonal, monoclonal, human, humanized, chimeric, murine, synthetic or from any other source or (b) any fragment, variant, or construct thereof.
“Applicable Law” means any applicable law, statute, rule, regulation, ordinance, order, decree, judgment, injunction, governmental approval, licence, permit, authorisation or requirement of any Governmental Authority, including any rules, regulations, guidelines or other requirements of any relevant regulatory authorities, in each case as in effect from time to time.
“Bankruptcy Code” has the meaning set forth in Section 13.3(b).
“Bankruptcy Event” has the meaning set forth in Section 13.3(b).
“Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in New York, New York.
“Calendar Quarter” means each three (3) month period commencing on January 1, April 1, July 1 and October 1 of each Calendar Year. For the avoidance of doubt, the first Calendar Quarter shall begin on the Commencement Date, and the final Calendar Quarter shall end on the effective date of the expiration or termination of this Agreement.
“Calendar Year” means each twelve (12) month period commencing on January 1 and ending on December 31. For the avoidance of doubt, the first Calendar Year shall begin on the Commencement Date, and the final Calendar Year shall end on the effective date of the expiration or termination of this Agreement.
“Change of Control” means (a) a consolidation or merger of a Party (“Relevant Party”) with or into any other corporation or other entity or Person, or any other corporate reorganisation, other than any such consolidation, merger or reorganisation in which the shares of capital stock of the Relevant Party immediately prior to such consolidation, merger or reorganisation continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganisation; (b) any transaction or series of related transactions to which the Relevant Party is a party in which in excess of fifty percent (50%) of the Relevant Party’s voting power is transferred; or (c) the sale or transfer of all or substantially all of the Relevant Party’s assets, or the exclusive licence of all or substantially all of the Relevant Party’s material intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Relevant Party or any successor, indebtedness of the Relevant Party is cancelled or converted, or a combination thereof.
“Claim” has the meaning set forth in Section 11.1.
Page 3
“Combination Product” means a Licensed Product that contains one or more active pharmaceutical ingredients in addition to a Licensed Antibody.
“Commercialisation” or “Commercialise” means all activities relating to the marketing, promotion, distribution, offering for sale, sale, import, export, and commercial exploitation of a Licensed Product, including pre-launch activities, launch activities, advertising, medical education, medical liaison activities, market research, and post-approval studies and also including interacting with Regulatory Authorities following receipt of Regulatory Approval and seeking and maintaining any required reimbursement approval. When used as a verb, “Commercialise” means to engage in Commercialisation.
“Commercially Reasonable Efforts” [*]
“Competing Product” has the meaning set forth in Section 2.6(a).
“Confidential Information” has the meaning set forth in Section 12.1.
“Control” or “Controlled” means, with respect to any Intellectual Property Right, that a Party or its Affiliate owns or has a licence or sublicence to such Intellectual Property Right and has the ability to grant a licence, sublicence or other right to use such Intellectual Property Right as provided for herein without violating the terms of any agreement or arrangement with any Third Party. Notwithstanding the foregoing, a Party shall not be deemed to Control (a) any Intellectual Property Right obtained by such Party after the Commencement Date only if that would require such Party to pay any royalties or other consideration therefor and (b) any Intellectual Property Rights that: (i) prior to the consummation of a Change of Control of such Party, is owned or in-licenced, or (ii) after the consummation of a Change of Control of such Party, becomes owned or in-licenced (to the extent such Intellectual Property Rights are developed outside of the scope of the activities conducted hereunder and without use of or reference to any Intellectual Property Rights Controlled by such Party or any Affiliate of such Party immediately before such Change of Control, or any Confidential Information of the other Party), in each case ((i) or (ii)), by a Third Party that becomes an Affiliate of such Party after the Commencement Date as a result of such Change of Control or an assignee of such Party after the Commencement Date as the result of an assignment of this Agreement in connection with a Change of Control, unless prior to the consummation of such Change of Control or assignment, such Party or any of its Affiliates also Controlled such technology or Intellectual Property Rights.
“Cover” “Covered” or “Covered By” means, with respect to a product, composition, method, process, or service, that, but for a licence granted under a Valid Claim, the making, using, marketing, selling, offering to sell, importing, exporting, distributing or other exploitation of such product, composition, method, process, or service would infringe such Valid Claim (or, in the case of a pending claim, would infringe such claim if it were to issue as a patent claim in its then-current form).
“DC Achievement” means the first to occur of: (a) delivery by Licensor to Licensee of Project Antibody that meets the Drug Candidate Target Profile; or (b) [*].
Page 4
“DC Achievement Date” means the date of DC Achievement.
“DC Budget” has the meaning set forth in Section 4.1(b).
“DC Development Costs” shall mean (a) [*] of the verifiable costs and expenses incurred by Licensor in the furtherance of Developing sequences of an Antibody to DC Achievement for any goods and services rendered by a Third Party (such amounts, the “Third Party Costs”), and (b) [*] of Licensor’s internal costs, expenses and overheads, to include the FTE costs of any Licensor Representatives, reasonably and properly allocated to [*] (the “Development Fees”); in each case ((a) and (b)) [*].
“DC Program” has the meaning set forth in Section 4.1(b).
“DC Program Reimbursement Payment” has the meaning set forth in Section 4.2.
“Derived Antibody” means any bispecific Antibody that is created, generated or developed by or on behalf of Licensee, its Affiliates or its or their Sublicensees that is Directed To IL-13 and [*] and is not Directed To any other targets.
“Development” or “Develop” means all activities relating to pre-clinical and clinical development of a Licensed Product, including all pre-clinical studies, toxicology studies, clinical trials, regulatory activities, and manufacturing development activities conducted in support of obtaining or maintaining Regulatory Approval of a Licensed Product. When used as a verb, “Develop” means to engage in Development.
“[*] Product” has the meaning set forth in Section 8.1.
“Development Milestone” has the meaning set forth in Section 7.3(a).
“Diligence Milestone” has the meaning set forth in Section 8.2.
“Directed To” means, with respect to an Antibody and a target (or a combination of targets), that such Antibody (a) directly binds to such target (or such combination of targets, as applicable) and (b) modulates the activity of such target (or the activities of such combination of targets, as applicable), in each case ((a) and (b)), as its intended primary mechanism of action. For clarity, the foregoing will not include incidental or non-specific binding activity.
“Disclosing Party” has the meaning set forth in Section 12.1.
“Drug Candidate Target Profile” has the meaning set forth in Section 4.1(a).
“Dispute” has the meaning set forth in Section 14.1.
“EMA” means the European Medicines Agency, or any successor agency thereto.
Page 5
“Exclusivity Period” means the period commencing on the Commencement Date and continuing until the [*] of the Commencement Date.
“Existing Third Party Licence” means any agreement existing as of the Commencement Date pursuant to which Licensor has in-licenced any Intellectual Property Rights included within the Licensed Technology.
“FDA” means the United States Food and Drug Administration, or any successor agency thereto.
“Field” means the diagnosis, prevention, and treatment of disease in humans.
“First Commercial Sale” means, on a country-by-country and Licensed Product-by-Licensed Product basis, the first bona fide arm’s length sale of a Licensed Product to a Third Party in a country for monetary value after Regulatory Approval has been obtained in such country. First Commercial Sale shall not include [*].
“Force Majeure Event” has the meaning set forth in Section 15.2.
“GAAP” means United States generally accepted accounting principles, consistently applied.
“Governmental Authority” means any supranational, national, federal, state, provincial, local or other government, or governmental, regulatory or administrative authority, agency, bureau, board, commission, court, department, tribunal or other governmental entity, including any Regulatory Authority.
“IFRS” means International Financial Reporting Standards, consistently applied.
“IL-13 [*] Patent” means the patent application listed in Exhibit A, together with all continuations, continuations-in-part (but only to the extent the claims thereof are directed to subject matter specifically described in such patents or patent applications), divisionals, reissues, re-examinations, extensions (including supplementary protection certificates and any equivalent thereof), and any foreign counterparts of the foregoing, and all patents issuing from the foregoing, to the extent Controlled by Licensor or its Affiliates.
“IL-13 Know-How” means the pre-clinical, clinical, development and manufacturing data and Know-How, technical information and/or tangible materials that are (a) specific to IL-13 (other than IL13[*] Know-How) and (b) Controlled by Licensor as of the Commencement Date.
“IL-13/[*] Know-How” means the pre-clinical, clinical, development and manufacturing data and Know-How, technical information and/or tangible materials that are (a) specific to a bispecific Antibody Directed To IL-13 and [*] (other than the IL-13 Know-How and [*] Know-How) and (b) Controlled by Licensor at the DC Achievement Date.
Page 6
“[*] Know-How” means the pre-clinical, clinical, development and manufacturing data and know-how, technical information and/or tangible materials that are (a) specific to [*] (other than IL13/[*] Know-How) and (b) Controlled by Licensor as of the Commencement Date.
“IND” means an Investigational New Drug Application filed with the FDA pursuant to 21 C.F.R. Part 312, or any comparable filing with any Regulatory Authority in any other jurisdiction.
“Indemnified Party” has the meaning set forth in Section 11.3(a).
“Indemnifying Party” has the meaning set forth in Section 11.3(a).
“Intellectual Property Rights” means any and all proprietary rights provided under (a) patent law, including any Patent Rights; (b) copyright law; or (c) any other applicable statutory provision or common law principle, including trade secret law, that may provide a right in Know-How, or the expression or use thereof.
“JDC” shall have the meaning provided in the Option Agreement.
“Know-How” shall mean all technical information and know-how in any tangible or intangible form, including (a) inventions, discoveries, trade secrets, data, specifications, instructions, processes, formulae, materials (including cell lines, vectors, plasmids, nucleic acids and the like), methods, protocols, expertise and any other technology, including the applicability of any of the foregoing to formulations, compositions or products or to their manufacture, development, registration, use or marketing or to methods of assaying or testing them or processes for their manufacture, formulations containing them or compositions incorporating or comprising them, and (b) all data, instructions, processes, formulae, strategies, and expertise, whether biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical, analytical, or otherwise and whether related to safety, quality control, manufacturing or other disciplines. Notwithstanding the foregoing, Know-How excludes Patent claims.
“Licensed Antibody” means (a) each Project Antibody and (b) any Derived Antibody.
“Licensed Know-How” means the IL-13 Know-How, [*] Know-How, IL-13/[*] Know-How, and Results and Know-How included within the Project Antibody Inventions that are Controlled by Licensor and its Affiliates.
“Licensed Patents” means the Project Antibody Patents that are Controlled by Licensor and its Affiliates and the IL-13 [*] Patent.
“Licensed Product” means any drug product comprising a Licensed Antibody, wherein such drug product is Directed To IL-13 and [*] and no other targets.
“Licensed Technology” means Licensor’s rights under the Licensed Patents and the Licensed Know-How.
Page 7
“Licensee Improvements” has the meaning set forth in Section 9.1(c).
“Licensee Indemnitees” has the meaning set forth in Section 11.2.
“Licensee Prosecuted Patents” has the meaning set forth in Section 9.2(a).
“Licensor Indemnitees” has the meaning set forth in Section 11.1.
“Licensor Platform Know-How” shall mean (a) Know-How Controlled by Licensor or its Affiliates prior to or during the Term relating to Antibody discovery and development, and (b) all methods, materials and other Know-How used in the foregoing Controlled by Licensor or its Affiliates.
“Licensor Platform Know-How Improvement” shall mean all Know-How developed or discovered through or as a result of the activities performed by or on behalf of Licensor under the DC Program that constitutes an improvement, enhancement, modification, substitution, or alteration to the Licensor Platform Technology; provided, however, to the extent any of the Know-How developed or discovered under the DC Program specifically and solely relates to a Project Antibody, such Know-How will be considered Project Antibody Technology and not Licensor Platform Know-How Improvements.
“Licensor Platform Patents” shall mean all Patents that Licensor or its Affiliates Control prior to or during the Term that Cover Licensor Platform Know-How or Licensor Platform Know-How Improvements.
“Licensor Platform Technology” shall mean Licensor Platform Know-How, Licensor Platform Know-How Improvements, and Licensor Platform Patents.
“Licensor Prosecuted Patents” has the meaning set forth in Section 9.2(c).
“Losses” has the meaning set forth in Section 11.1.
“Major Territory” means each of [*].
“Milestone” has the meaning set forth in Section 7.3.
“MAA” means (a) a New Drug Application in the United States, as defined in the United States Federal Food, Drug and Cosmetics Act, and applicable regulations promulgated thereunder by the FDA; (b) a Biologics License Application in the United States, as defined in the United States Public Health Service Act; or (c) any application filed with any Regulatory Authority in a country other than the United States that is equivalent to either of the foregoing.
“Net Sales” has the meaning set forth in Section 7.6.
Page 8
“Option Agreement” means a certain Antibody Discovery and Option Agreement between the Parties hereto and entered on or around the Commencement Date, as such agreement may be amended during the Term.
“Patent Challenge” has the meaning set forth in Section 9.3(a).
“Patent Costs” means all reasonable, documented, out-of-pocket costs incurred by Licensor (or its designee) in the preparation, filing, prosecution, maintenance, defence and enforcement of the Licensed Patents, including official fees, outside counsel fees and annuity or renewal fees.
“Patent Infringement” has the meaning set forth in Section 9.3(a).
“Patent Rights” means (a) all issued patents (including any extensions, restorations by any existing or future extension or registration mechanism (including patent term adjustments, patent term extensions, supplemental protection certificates or the equivalent thereof), substitutions, confirmations, re-registrations, re-examinations, and patents of addition); (b) patent applications (including all provisional applications, substitutions, requests for continuation, continuations, continuations-in-part, divisionals and renewals); (c) inventor’s certificates; and (d) all equivalents of the foregoing in any country of the world.
“Person” means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organisation, Governmental Authority or other entity.
“Phase 1 Clinical Trial” means a human clinical trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(a) (or the equivalent thereof in any jurisdiction outside the United States), regardless of where such clinical trial is conducted.
“Phase 2 Clinical Trial” means a human clinical trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(b) (or the equivalent thereof in any jurisdiction outside the United States), regardless of where such clinical trial is conducted.
“Phase 3 Clinical Trial” means a human clinical trial of a Licensed Product that would satisfy the requirements of 21 C.F.R. § 312.21(c) (or the equivalent thereof in any jurisdiction outside the United States), regardless of where such clinical trial is conducted.
“Project Antibody” shall mean any and all bispecific Antibodies that are Directed To IL-13 and [*] and no other Target and that are discovered, generated, identified or characterized in the course of performing the DC Program.
“Project Antibody Invention” shall mean (a) any invention or discovery, whether or not patentable, that was discovered or reduced to practice by or on behalf of either Party, solely or jointly with the other Party, under the DC Program that constitutes the composition of matter of, or any method of specifically making or using, any Project Antibody, and (b) all Intellectual Property Rights therein.
Page 9
“Project Antibody Patents” shall mean all Patents that Cover (a) the composition of matter of, or any method of specifically making or using, any Project Antibody or (b) any other Project Antibody Invention, in each case (a) and (b), Controlled by Licensor and its Affiliates.
“Project Antibody Technology” means (a) the Project Antibody Inventions, (b) the Project Antibody Patents, (c) the Sequence Information and Results, and (d) all Intellectual Property Rights therein.
“Publication” has the meaning set forth in Section 12.7(a).
“Qualifying Funding Event” means the closing of the financing transaction (or series of related transactions) resulting in Licensee having, in the aggregate, raised proceeds of at least of one hundred million US Dollars ($100,000,000) of which at least fifty million US dollars ($50,000,000) were paid by Persons other than equity investors (or parties related to such investors) in Licensor (or any of its Affiliates) as of the Commencement Date.
“Receiving Party” has the meaning set forth in Section 12.1.
“Regulatory Approval” means, with respect to a Licensed Product in a country, all approvals (including approval of an MAA as well as any applicable pricing and/or reimbursement approvals), licences, registrations, or authorisations of the applicable Regulatory Authority in such country necessary for the commercial manufacture, distribution, marketing, promotion, offer for sale, use, import, export and sale of such Licensed Product in such country.
“Regulatory Authority” means any national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity in any jurisdiction of the world involved in the granting of Regulatory Approval for pharmaceutical products, including the FDA and the EMA.
“Regulatory Exclusivity” means any exclusive marketing rights or data exclusivity rights (other than Patent Rights) conferred by any Regulatory Authority with respect to a pharmaceutical product, including orphan drug exclusivity, new chemical entity exclusivity, data exclusivity, paediatric exclusivity, or any similar exclusivity right or period.
“Regulatory Milestone” has the meaning set forth in Section 7.3.
“Remaining Recovery” has the meaning set forth in Section 9.3(f) .
“Representatives” of a Party means such Party’s officers, directors, employees, contractors, subcontractors, agents and consultants.
“Research Plan” has the meaning set forth in Section 4.1(b).
Page 10
“Results” shall mean the Know-How data, results, analysis, conclusions, outcomes, information, documentation, and reports that are generated by or on behalf of either Party in performance of the DC Program, excluding Project Antibodies, Project Antibody Inventions, Project Antibody Patents, and Licensor Platform Know-How Improvements.
“Reversion Products” has the meaning set forth in Section 13.4(e).
“Review Period” has the meaning set forth in Section 12.7(a).
“Royalty Term” means, on a Licensed Product-by-Licensed Product and country-by-country basis, the period from the First Commercial Sale of such Licensed Product in such country until the latest of: (a) the expiration of the last-to-expire Valid Claim of a Licensed Patent, Covering the manufacture, use or sale of such Licensed Product in the country at issue; (b) the expiration of Regulatory Exclusivity for such Licensed Product in the country in which the sale occurs; and, (c) the twelfth (12th) anniversary of the First Commercial Sale of such Licensed Product in such country.
“Sequence Information” shall mean electronic files containing Antibody sequences generated by Licensor.
“Sublicence” means a sublicence of the rights granted to Licensee under this Agreement.
“Sublicensee” means a Third Party to whom Licensee (or a further Sublicensee) has granted a Sublicence.
“Term” has the meaning set forth in Section 13.1.
“Territory” means worldwide.
“Third Party” means any Person other than a Party or an Affiliate of a Party.
“Toxicology Study Initiation” means the initiation by or on behalf of Licensee or its Affiliate or a Sublicensee of a toxicology study with respect to a Project Antibody or Licensed Product that employs applicable then-current good laboratory practice standards, the results of which are intended to be submitted as part of an IND.
“United States” or “U.S.” means the United States of America, including its territories and possessions.
“Valid Claim” means, with respect to a particular country, (a) any claim of an issued and unexpired patent in such country that (i) has not been held revoked, unenforceable or invalid by a decision of a court or Governmental Authority of competent jurisdiction, which decision is unappealable or unappealed within the time allowed for appeal, and (ii) has not been abandoned, disclaimed, denied or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country; or (b) a claim of a pending patent application that has not been finally abandoned or finally rejected or expired and which has been pending for no more than [*] from the date of filing of the earliest priority patent application to which such pending patent application is entitled to claim benefit. Any claim in a pending patent application that is filed after [*] from its
Page 11
earliest priority date will not be considered a Valid Claim until such claim is granted and meets the requirements of subsection (a).
“Wind-Down Period” has the meaning set forth in Section 13.4(b).
Article 2
LICENCE GRANTS
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive (even as to Licensor and its Affiliates, subject to Section 2.5), royalty-bearing licence under the Licensed Technology, with the right to grant Sublicences in accordance with Section 3.1, to Develop, manufacture, have manufactured, use, Commercialise and otherwise exploit Licensed Products in the Field in the Territory and to Develop, manufacture and have manufactured Licensed Antibodies for use in Licensed Products in the Field in the Territory.
Notwithstanding the exclusive nature of the licence granted to under Section 2.1, Licensor retains all rights under the Licensed Technology to perform its obligations under this Agreement and any other agreement between Licensor and its Affiliates and Licensee and its Affiliates.
Except as expressly set forth in this Agreement, no right or licence under any Patent Rights, Know-How or other Intellectual Property Right of either Party is granted or shall be granted by implication, estoppel, or otherwise. Each Party retains all rights under its intellectual property not expressly granted to the other Party under this Agreement.
Licensee shall not (a) use the Licensed Technology for any purpose other than as expressly permitted under this Agreement or (b) practise the Licensed Technology outside of the scope of the licence under Section 2.1.
Notwithstanding anything to the contrary in this Agreement, Licensee understands and agrees that (a) this Agreement is subject to the terms and conditions of the Existing Third Party Licences and the portion of the licence granted to Licensee under Section 2.1 that is a sublicence under the Existing Third Party Licences is limited in scope to the rights granted to Licensor in the Existing Third Party Licences; (b) such sublicence may be terminated if any Existing Third Party Licence is terminated; (c) it will comply with all provisions of the Existing Third Party Licences relevant to its activities as a sublicensee under the Existing Third Party Licences; (d) the applicable Third Party’s exercise of its
Page 12
rights under any Existing Third Party Licence shall not constitute a breach hereunder; (e) it will not take any action that would result in a breach of the Existing Third Party Licences; and (f) it will cooperate with and assist Licensor to meet its obligations under the Existing Third Party Licences.
Page 13
Article 3
SUBLICENSING
If this Agreement is terminated for any reason (other than termination by Licensor for Licensee’s uncured material breach pursuant to Section 13.3(a) where the Sublicensee was complicit in or contributed to such breach), at the written request of any Sublicensee, Licensor will negotiate in good faith the terms and conditions of a direct licence with such Sublicensee that is consistent with the terms of this Agreement (as adjusted for the scope of licence, products, field of use and other provisions of the original Sublicence), provided that such Sublicensee is not then in material breach of its Sublicence agreement and agrees to assume all applicable obligations to Licensor that were borne by Licensee under this Agreement to the extent relating to such Sublicensee’s rights.
Article 4
DC PROGRAM
Page 14
Licensee shall pay to Licensor the greater of (i) the DC Development Costs (subject to those DC Development Costs being within the DC Budget as such DC Budget may be amended by agreement of the Parties), or (ii) two million five hundred thousand US dollars ($2,500,000), (the “DC Program Reimbursement Payment”). The DC Program Reimbursement Payment shall be payable within thirty (30) days following the earlier of (a) DC Achievement, (b) completion of the activities in the Research Plan or (c) termination of this Agreement; provided that, if DC Achievement or completion of the activities in the Research Plan are achieved prior to a Qualifying Funding Event, then the DC Program Reimbursement Payment shall be payable within thirty (30) days following the occurrence of a Qualifying Funding Event.
Licensor may perform the activities under the DC Program through one or more subcontractors; provided, that Licensor shall at all times be primarily obligated and fully responsible for the compliance of such subcontractors with this Agreement and for the performance of their obligations under this Agreement.
Page 15
Licensor shall maintain complete and accurate records related to the activities performed by Licensor under the DC Program. All such books and records shall be retained by Licensor until the later of: (a) [*] after the end of the applicable stage of research; and (b) such longer period as may be required by Applicable Law. Upon Licensee’s request and at Licensee’s expense, Licensor shall provide copies of such records or such records shall be made available for Licensee’s reasonable review, audit and inspection upon reasonable notice and with reasonable frequency, but in any event no more frequently than [*].
Article 5
GOVERNANCE
The Parties will establish a joint development committee (the “JDC”) to oversee and coordinate the activities under the DC Program in accordance with the remainder of this Article 5. The JDC shall be comprised of [*] Representatives from Licensor and [*] Representatives from Licensee, with each Party designating [*] such Representative as its JDC co-chairperson. Subject to the foregoing, each Party shall appoint its respective Representatives to the JDC from time to time, and may change its Representatives, in its sole discretion, effective upon notice to the other Party designating such change. Representatives from each Party shall have appropriate authority and technical credentials, experience and knowledge pertaining to and ongoing familiarity with the activities to be performed under the DC Program.
The JDC shall meet in accordance with a schedule established by mutual written agreement of the Parties no less frequently than [*] until disbandment of the JDC in accordance with Section 5.5. The JDC may meet by means of teleconference, videoconference or other similar means, as jointly determined by the Parties. As appropriate, additional employees or consultants may from time to time attend the JDC meetings as nonvoting observers; provided, that any such consultant shall agree in writing to comply with the confidentiality obligations under this Agreement; and provided, further that no Third Party personnel may attend unless otherwise agreed by both Parties. Each Party shall bear its own expenses related to the attendance of the JDC meetings by its Representatives. Each Party may also call for special meetings to resolve particular matters requested by such Party. Licensor shall be responsible for keeping minutes of each JDC meeting that record in writing all decisions made, action items assigned or completed and other appropriate matters. Licensor shall send meeting minutes to all members of the JDC within [*] after a meeting for review. Each member shall have [*] from receipt in which to comment on and to approve/provide comments to the minutes (such approval not to be unreasonably withheld, conditioned or delayed). If a member, within such time period, does not notify the drafting Party that s/he does not approve of the minutes, the minutes shall be deemed to have been approved by such member.
Page 16
The JDC’s responsibilities are as follows:
The JDC will endeavor to make decisions by consensus, with each Party having one vote. If consensus is not reached by the Parties’ Representatives pursuant to such vote, then such dispute shall be first referred to the then Chief Executive Officer or Chief Operating Officer of Licensor and the then Chief Executive Officer or Chief Operating Officer of Licensee for their resolution. If any such dispute remains unresolved [*] after such dispute was first referred to the Chief Executive Officers or Chief Operating Officers, then [*] shall have final decision-making authority with respect to such dispute. For clarity, and notwithstanding the creation of the JDC, each Party shall retain the rights, powers and discretion granted to it hereunder, and the JDC shall not be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. The JDC shall not have the power to amend, waive or modify any term of this Agreement, and no decision of the JDC shall be in contravention of any terms and conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JDC are limited to those specific issues that are expressly provided in this Agreement to be decided by the JDC.
The JDC shall remain in effect from the date on which it is established in accordance with Section 5.1 until completion of the technology transfer set forth in Section 6.1.
Article 6
TECHNOLOGY TRANSFER
Within [*] after the Commencement Date, Licensor shall disclose to Licensee all Licensed Know-How in Licensor’s possession or Control. Within [*] following DC Achievement, Licensor shall disclose to Licensee all Licensed Know-How in Licensor’s possession or Control to the extent not previously disclosed to Licensee. Such deliveries shall be made in electronic format to the extent practicable.
Page 17
Licensor shall provide reasonable technical assistance to Licensee, at Licensee’s reasonable request and expense, in connection with the transfer of the Licensed Know-How and the Development and manufacture of Licensed Antibodies and Licensed Products. Such assistance shall include making knowledgeable personnel reasonably available for consultation on technical matters for a period of [*] following completion of each technology transfer under Section 6.1.
Article 7
FINANCIAL TERMS
Licensee shall pay to Licensor the DC Program Reimbursement Payment in accordance with Section 4.2.
On a Licensed Product-by-Licensed Product basis, Licensee shall pay to Licensor the following non-refundable, non-creditable milestone payment upon the first achievement of the following regulatory milestone event (each, a “Regulatory Milestone”) by Licensee, its Affiliates, its Sublicensees or any Third Party acting on behalf of any of them:
Page 18
For avoidance of doubt, upon achievement of any Development Milestone or Regulatory Milestone (each a “Milestone”), all prior unachieved Milestones shall be deemed thereby achieved and, if the applicable payment for any such prior Milestone has not previously been paid, it shall thereupon also be paid at the same time that the applicable payment for such subsequent achieved Milestone is paid.
“Net Sales” means, with respect to a Licensed Product, the gross amounts invoiced by or on behalf of Licensee, its Affiliates, and its Sublicensees for sales of such Licensed Product to Third Parties (other than Sublicensees for further sale) in bona fide arm’s length transactions, less the following deductions to the extent included in such gross amounts and actually incurred, allowed, accrued, or specifically allocated:
Page 19
If Licensee or any of its Affiliates is required to obtain a licence from a Third Party under Patent Rights of such Third Party [*] in a country in the Territory, and royalties are payable to such Third Party thereunder, then Licensee may offset up to [*] of such Third Party royalties against the royalties otherwise payable to Licensor under Section 7.9(a) with respect to Net Sales of the applicable Licensed Product in such country; provided, however, that in no event shall the royalties payable to Licensor under Section 7.9(a) be reduced by more than [*] of the amounts otherwise due in any Calendar Quarter as a result of such offset.
In no event will the royalty reductions set forth in Section 7.57.5(c) and Section 7.6 reduce the aggregate amount of royalties due to Licensor in a country in any given Calendar Quarter by more than [*] of the amount that would otherwise have been due and payable by Licensee in such Calendar Quarter for such country.
Licensee shall pay, or reimburse to Licensor, all licence fees, milestone payments and royalties (if any) paid or payable under each Existing Third Party Licence to the extent attributable to the exercise of rights sublicensed to Licensee hereunder. Licensor shall provide Licensee with reasonable advance notice of any such payments becoming due and sufficient documentation to verify the amounts thereof.
Page 20
Page 21
Article 8
DEVELOPMENT AND COMMERCIALISATION
Licensee shall use Commercially Reasonable Efforts (a) to Develop and seek Regulatory Approval for at least one Licensed Product in the Field in the United States and at least one (1) other Major Territory, and (b) upon receipt of Regulatory Approval for a given Licensed Product in a given country, to Commercialise such Licensed Product in such country, in each case ((a) or (b)) either by itself or through its Affiliates or Sublicensees or its or their respective contractors. Without limiting the generality of the foregoing, Licensee shall use Commercially Reasonable Efforts [*] to Develop and seek Regulatory Approval for a Licensed Product containing a [*] (“[*] Product”) in the Field in the United States and at least one (1) other Major Territory. If, at any time during the Term, Licensee determines in good faith, [*] that it is no longer commercially reasonable to continue Development of the [*] Product [*] Licensee shall promptly (and in any event within [*] of such determination) [*].
Page 22
On an annual basis (and more frequently upon Licensor’s reasonable request), Licensee shall deliver to Licensor a written report summarising in reasonable detail (a) the material Development efforts undertaken with respect to Licensed Products during the preceding period, (b) current and anticipated pre-clinical and clinical activities, (c) the status of all regulatory filings and anticipated regulatory filings, (d) the achievement [*] of milestones, and (e) a summary of the Development activities of any Sublicensees.
Licensee shall maintain reasonably complete, current and accurate records of all Development activities conducted by or on behalf of Licensee, its Affiliates and its and their Sublicensees pursuant to this Agreement and all data and other information resulting from such activities, in each case in accordance with all Applicable Laws. Licensee shall maintain such records during the Term and for a period of time after the Term consistent with Applicable Laws and reasonable industry practices on record retention and destruction (which shall not be less than [*] following completion of the applicable Development activities). Such records shall fully and properly reflect all work done and results achieved by or on behalf of Licensee in the performance of the Development activities in the Territory hereunder, in good scientific manner appropriate for regulatory and patent purposes.
Subject to Section 8.1, Licensee shall have sole responsibility, sole authority and sole control over all aspects of the Development, manufacture and Commercialisation of Licensed Antibodies and Licensed Products, including (a) the design and conduct of all pre-clinical studies and clinical trials, (b) all regulatory strategy, regulatory filings and interactions with Regulatory Authorities, (c) all manufacturing process development and commercial manufacturing, and (d) all Commercialisation activities. Licensee shall conduct all Development manufacturing and Commercialisation activities in compliance with all Applicable Laws, including Good Clinical Practice, Good Laboratory Practice and Good Manufacturing Practice.
As between the Parties, Licensee shall own and control all regulatory filings, submissions, approvals and correspondence relating to Licensed Antibodies and Licensed Products. Licensee shall be the holder of all Regulatory Approvals for Licensed Products. Licensee shall keep Licensor reasonably informed of material regulatory developments relating to Licensed Antibodies and Licensed Products promptly and in reasonable detail. Each Party will inform the other about any adverse events that are causally related to use of [*] contained in a Licensed Antibody of which such Party becomes aware. The Parties will handle data and information about such adverse events according to the regulatory guidelines of the applicable Regulatory Authority.
Page 23
Article 9
INTELLECTUAL PROPERTY
Page 24
Page 25
Page 26
If Licensee or any of its Affiliates or Sublicensees directly or indirectly challenges the validity, enforceability or scope of any Licensed Patent (including by initiating, participating in or financially supporting any inter partes review, post-grant review, opposition, re-examination or equivalent proceeding), or assists or encourages any Third Party to do so (other than in compliance with a subpoena or court order), Licensor shall have the right to terminate this Agreement upon [*] prior written notice to Licensee, unless such challenge is withdrawn within such [*] period. Licensee shall include an equivalent provision to this Section 9.5 in each Sublicence agreement.
Licensee will have the sole right to seek and obtain patent term restoration or supplemental protection certificates or the like or their equivalents in any country in the Territory, where applicable to Licensee Prosecuted Patents in the Territory in connection with the Licensed Products. Licensor shall reasonably cooperate with and provide reasonable assistance to Licensee, at Licensee’s reasonable request and expense, in seeking and obtaining obtain patent term restoration or supplemental protection certificates or the like. Licensor shall not seek to obtain any patent term restoration or supplemental protection certificates or the
Page 27
like or their equivalents of any Licensor Prosecuted Patents in any country in the Territory with respect to Licensed Products.
Article 10
REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to the other Party as of the Commencement Date that:
Licensor hereby represents and warrants to Licensee as of the Commencement Date that:
Page 28
Each Party hereby covenants to the other Party that, during the Term:
Licensor hereby covenants to Licensee during the Term that: Licensor will not grant a Third Party any licence or other right in the Licensed Technology that would conflict with the rights and licences granted to Licensee hereunder with respect to such Licensed Technology.
Licensee hereby covenants to Licensor during the Term that it and its Affiliates will not use any employees or contractors in the Development, manufacture, Commercialisation or other exploitation of Licensed Antibodies and Licensed Products who are, or have been, debarred or disqualified by any Regulatory Authority or is the subject of debarment proceedings by a Regulatory Authority.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 10, THE LICENSED TECHNOLOGY IS PROVIDED BY LICENSOR ON AN “AS IS” BASIS, WITHOUT WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE USE OR COMMERCIALISATION OF THE LICENSED PATENTS, LICENSED KNOW-HOW, LICENSED ANTIBODIES, LICENSED PRODUCTS OR ANY OTHER TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. LICENSOR MAKES NO
Page 29
REPRESENTATION OR WARRANTY AS TO THE VALIDITY OR SCOPE OF ANY PATENT RIGHTS.
Article 11
INDEMNIFICATION AND LIABILITY
Licensee shall indemnify, defend and hold harmless Licensor and its Affiliates and their respective directors, officers, employees, agents and representatives (collectively, the “Licensor Indemnitees”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively, “Losses”) arising out of or resulting from any Third Party claim, action, suit or proceeding (a “Claim”) to the extent arising from or relating to: (a) the Development, manufacture, Commercialisation, use, storage, handling, marketing, distribution, sale, import, export or other exploitation of Licensed Antibodies or Licensed Products by or on behalf of Licensee, its Affiliates or its Sublicensees; (b) any breach by Licensee of its representations, warranties, covenants or obligations under this Agreement; or (c) the negligence or wilful misconduct of Licensee, its Affiliates or its Sublicensees; except, in each case, to the extent such Losses are attributable to the negligence or wilful misconduct of any Licensor Indemnitee or any breach by Licensor of its representations, warranties, covenants or obligations under this Agreement.
Licensor shall indemnify, defend and hold harmless Licensee and its Affiliates and their respective directors, officers, employees, agents and representatives (collectively, the “Licensee Indemnitees”) from and against any and all Losses arising out of or resulting from any Claim to the extent arising from or relating to: (a) any breach by Licensor of its representations, warranties, covenants or obligations under this Agreement; or (b) the negligence or wilful misconduct of Licensor or its Affiliates; except, in each case, to the extent such Losses are attributable to the negligence or wilful misconduct of any Licensee Indemnitee or any breach by Licensee of its representations, warranties, covenants or obligations under this Agreement.
Page 30
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA OR OTHER ECONOMIC LOSS OR DAMAGE, IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH SUCH DAMAGES OR LOSSES ARE BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; provided, however, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 11.1 AND 11.2; (B) A PARTY’S BREACH OF ITS EXCLUSIVITY OBLIGATIONS UNDER SECTION 2.6 OR ITS CONFIDENTIALITY OBLIGATIONS UNDER Article 12; (C) A PARTY’S WILFUL MISCONDUCT OR FRAUD; OR (D) LICENSEE’S PAYMENT OBLIGATIONS UNDER Article 7.
During the Term and for a period of [*] thereafter (or, if longer, for so long as any Licensed Product is being Commercialised by or on behalf of Licensee), Licensee shall maintain, at its own cost and expense, insurance coverage consistent with normal business practices and adequate to cover the risks associated with its rights and obligations, and performance of any activities hereunder, and Licensee acknowledges and agrees that the maintenance of such insurance coverage shall not relieve Licensee of any of its obligations or liabilities under this Agreement. Licensee shall name Licensor as an additional insured under such policies and shall provide Licensor with certificates of insurance upon request.
Article 12
CONFIDENTIALITY
“Confidential Information” means all non-public information, whether written, oral, visual, electronic or in any other form, that is disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this
Page 31
Agreement, including (a) scientific, technical, financial, business and commercial information, (b) the terms and conditions of this Agreement, and (c) any information identified or marked as “confidential” or “proprietary” or disclosed under circumstances reasonably indicating its confidential nature. Confidential Information shall not include information that the Receiving Party can demonstrate by competent written evidence:
The Receiving Party shall (a) maintain all Confidential Information of the Disclosing Party in strict confidence, (b) not disclose such Confidential Information to any Third Party except as expressly permitted under this Agreement, and (c) not use such Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
Notwithstanding Section 12.2, the Receiving Party may disclose Confidential Information of the Disclosing Party:
Page 32
Neither Party shall use the other Party’s name or trademarks in any advertising, sales, or promotional material or in any publication without the prior written consent of the other Party. The restrictions imposed by this Section 12.4 shall not prohibit either Party from making any disclosure identifying the other Party that, in the opinion of the disclosing Party’s counsel, is required by Applicable Law; provided, that such Party shall submit the proposed disclosure identifying the other Party in writing to such other Party as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment on such disclosure.
Page 33
Neither Party will generate or allow any publicity regarding this Agreement or the transactions contemplated hereunder without the other Party first approving such press release or publication in writing, except for any public disclosure by or on behalf of a Party that is, upon the advice of such Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of such Party are listed (or to which an application for listing has been submitted) and except that a Party may, once a press release or other public written statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other public written statement without the further approval of the other Party.
Page 34
The obligations of confidentiality under this Article 12 shall survive the expiration or termination of this Agreement for a period of [*]; provided that with respect to any Confidential Information that constitutes a trade secret under Applicable Law, the obligations of confidentiality shall continue for so long as such information remains a trade secret.
Article 13
TERM AND TERMINATION
This Agreement shall commence on the Commencement Date and, unless earlier terminated in accordance with this Article 13, shall continue in full force and effect until the expiration of the last remaining Royalty Term (the “Term”).
Licensee may terminate this Agreement in its entirety, or on a Licensed Product-by-Licensed Product basis, upon one hundred and eighty (180) days’ prior written notice to Licensor.
Page 35
Page 36
Page 37
The following provisions shall survive expiration or termination of this Agreement: Article 1 (Definitions) (to the extent necessary to interpret surviving provisions), Sections 2.3 (No Implied Licences), 8.3 (Development Records), 7.9 through 7.12 (Payment Terms, Reports and Records, Audit Rights, Taxes) (with respect to accrued obligations), 9.1 (Ownership), 10.6 (Disclaimer of Warranties), Article 11 (Indemnification and Liability), Article 12 (Confidentiality), Section 13.4 (Effects of Termination), this Section 13.5 (Surviving Provisions), and Article 15 (General Provisions).
Article 14
DISPUTE RESOLUTION
In the event of any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination (a “Dispute”), the Parties shall first attempt to resolve such Dispute through good faith negotiations between senior executives of each Party having authority to resolve such Dispute. Either Party may initiate such negotiations by delivering written notice to the other Party describing the Dispute in reasonable detail. The designated senior executives shall meet (in person or by teleconference) within [*] after receipt of such notice and shall use good faith efforts to resolve such Dispute within [*] after such meeting.
Page 38
Notwithstanding the foregoing, nothing in this Article 14 shall prevent either Party from seeking injunctive or other equitable relief from any court of competent jurisdiction, including to prevent irreparable harm pending the outcome of arbitration proceedings.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any principles of conflicts of laws that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Article 15
GENERAL PROVISIONS
Neither this Agreement nor any rights or obligations hereunder may be assigned by either Party without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that (a) Licensor may assign this Agreement without Licensee’s prior written consent in connection with any internal restructuring of Licensor; (b) Licensor may assign, without Licensee’s prior written consent, its rights to receive some or all of the payments payable hereunder to an Affiliate or a Third Party funding source ; and (c) either Party may assign this Agreement and its rights and obligations hereunder without the other Party’s consent to (i) its Affiliate or (ii) its successor to all or substantially all of the business of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. The assigning Party shall provide the other Party with prompt written notice of any such assignment set forth in clauses (a), (b) and (c) above. Except for an assignment pursuant to clause (b) above, the rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties, and the name of a Party appearing herein will be deemed to include the name of such
Page 39
Party’s successors and permitted assigns to the extent necessary to carry out the intent of this section. Any assignment not in accordance with this Agreement shall be void.
Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, strike, governmental action, or failure of public utilities (each, a “Force Majeure Event”), provided that the affected Party (a) gives prompt written notice to the other Party of the Force Majeure Event and its expected duration, (b) uses commercially reasonable efforts to mitigate the effects of such Force Majeure Event, and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ceases. If a Force Majeure Event continues for more than [*], either Party may terminate this Agreement upon [*] written notice to the other Party.
This Agreement (including the Exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the Parties with respect to such subject matter.
No amendment, modification or supplement to this Agreement shall be valid or binding unless set forth in writing and duly executed by authorised representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in writing and signed by the Party granting such waiver. No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under any Applicable Law, such provision shall be deemed amended to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. If such amendment is not possible, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.
Page 40
If to Licensor:
Khanda Therapeutics LP
[*]
[*]
If to Licensee:
▇▇▇▇▇▇▇ Tx Inc.
[*]
[*]
The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture or employer-employee relationship between the Parties. Neither Party shall have any authority to bind the other Party or to create any obligation on behalf of the other Party.
Except as expressly provided in Article 11 (with respect to Licensor Indemnitees and Licensee Indemnitees), this Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing in this Agreement shall be construed to confer any rights, benefits or remedies on any Third Party.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF, DocuSign or other electronic signature platforms) shall be deemed original signatures for all purposes.
Page 41
Each Party shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.
Each Party may perform some or all of its obligations under this Agreement through Affiliate(s) or may exercise some or all of its rights under this Agreement through Affiliates, subject to the terms of this Agreement. However, each Party shall remain responsible and be guarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance as if such Party were performing such obligations itself, and references to a Party in this Agreement shall be deemed to also reference such Affiliate. In particular and without limitation, all Affiliates of a Party that receive Confidential Information of the other Party pursuant to this Agreement shall be governed and bound by all obligations set forth in Article 12, and shall be subject to the intellectual property provisions of Article 9 as if they were the original Party to this Agreement (and be deemed included in the actual Party to this Agreement for purposes of all intellectual property-related definitions). A Party and its Affiliates shall be jointly and severally liable for their performance under this Agreement.
[Signature Page Follows.]
Page 42
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives as of the Commencement Date.
KHANDA THERAPEUTICS LP |
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ |
|
Title: Chief Executive Officer |
|
Date: June 1, 2026 |
|
▇▇▇▇▇▇▇ TX INC. |
|
|
|
|
|
By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
|
Title: Chief Executive Officer |
|
Date: June 1, 2026 |
|
[Signature Page to Patent and Know-How Licence Agreement]
EXHIBIT A
IL-13 [*] Patent
[*]
[*]
[*]
[*]
[*]
EXHIBIT B
[*]