TERMS FOR A CO-DEVELOPMENT AND LICENSING AGREEMENT
WHEREAS WinWin Pharmaceuticals Canada ("WinWin") to 000 Xxxxxxxxx, Xxxxxxx,
Xxxxxx, Xxxxxx and Bioenvision, Inc. ("Bioenvision") of Trafalgar House, 00
Xxxxxxxx Xxxxx, Xx. Xxxxx'x, Xxxxxx XX0X 0XX wish to jointly develop technology
related to the development and uses of DNA vectors for the treatment of
typoalbumunaemia ("the technology"), and;
WHEREAS WinWin has rights in patents and technical information relating to
the technology, and;
WHEREAS Bioenvision recognises that its anticipated business activity will
encompass the practice of the Technology that requires a license under patents
and know-how owned by WinWin, and;
WHEREAS Bioenvision wishes to acquire certain rights to practice the
inventions of such patents and technical information, the parties hereby agree
on the following Terms for a Co-development and Licensing Agreement.
1. TERMS
1.1 WinWin shall grant to Bioenvision an exclusive world-wide license
to commercially develop the Technology and to market any
product(s) derived from the commercial development ("Products").
All development work shall be done in full discussion with, and
with the agreement of, WinWin. This license shall not be
transferable without the permission of WinWin, but such
permission shall not be unreasonably withheld. Any transfer or
assignment shall require the assignee to covenant to be bound by
the terms of the Agreement.
1.2 Bioenvision shall pay the costs of further development of the
product, based on a budget to be agreed between the parties and
to include the sum of up to $1.5 million payable over a period of
36 months, as per the budget provided by WinWin. The total
investment not to exceed $4 million, unless agreed by both
parties.
1.3 The license shall continue to force until expiry of the last
patents or trade-xxxx, this term to include new patents or
trade-marks applied for during the course of this co-development
programme.
1.4 WinWin shall have the right to assign or license aspects of the
Technology, other than for the treatment of hypoalbuminemia, to
other parties provided such assignment or license does not
contravene the rights assigned by this agreement or the
definitive agreement.
1.5 Within 60 days of signing this Agreement Bioenvision shall
transfer 100,000 shares to WinWin.
2. ROYALTIES & PAYMENTS
2.1 Bioenvision shall pay to WinWin a royalty of 10% of net sale
price for Products sold directly by Bioenvision or any of its
subsidiaries. Net sale price is defined as the total sale price
charge by Bioenvision or its subsidiaries minus discounts and
tax.
2.2 If Bioenvision shall transfer rights acquired under the Agreement
to a third party other than a subsidiary of Bioenvision any
payments received, including mile-stone payments and royalties,
shall be divided equally between the parties after deduction of
development costs incurred by Bioenvision, such costs will be
limited to 20% of the payments received for such transfer.
3. PATENTS & TRADE-MARKS
3.1 All patients and trade-marks shall remain the property of WinWin.
Bioenvision agrees to pay the costs of filing new patents and
maintaining patents in the territory.
4. WARRANTIES
4.1 Both parties warrant that they have the right and authority to
enter into this Agreement.
4.2 WinWin, shall have the right to inspect the relevant financial
and other records of Bioenvision to verify the royalties and
payments due to WinWin, under this Agreement.
5. TERMINATION
5.1 This Agreement shall be terminated in the event:
(i) Of solvency or liquidation of Bioenvision.
(ii) Of failure of Bioenvision to fulfill the obligations
of this Agreement within 90 days. This period may be
extended if both parties agree.
(iii) That Bioenvision is prevented by whatever cause from
marketing the product.
2
6. LAW
This Agreement shall be governed by the laws of the United Kingdom.
Signed on behalf of WinWin, Ltd. Signed on behalf of Bioenvision, Inc.
/s/ [Signature] /s/ XX Xxxx
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President Chairman
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Position Position
3 November 1998 3 November 1998
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Date Date
3
XXXX INVESTMENTS LTD
35/39 Xxxxxxx Xxxxxxxx
Colombiere
St. Helier, Jersey, CI
September 8th 1998
Bioenvision Inc.
Trafalgar House
00 Xxxxxxxx Xxxxx
Xxxxxx, XXXX 0XX
Dear Sirs
We hereby agree to loan funds to Bioenvision Inc, on an as needed basis
providing that we have previously agreed budgets. A condition of this is that we
have the right to call upon an option to purchase 500,000 shares at $1 should
the money lent exceed $100,000.
Yours sincerely
For and on Behalf of Xxxx Investments
