NOVARTIS VACCINES AND DIAGNOSTICS, INC. 5300 Chiron Way Emeryville, California 94608 September 30, 2015XOMA Corp • November 5th, 2020 • Pharmaceutical preparations
Reference is made to (i) that certain Amended and Restated Research, Development and Commercialization Agreement, dated July 1, 2008, as amended (the “CD40 Agreement”), between XOMA (US) LLC, a Delaware limited liability company (“XOMA”), and Novartis Vaccines and Diagnostics, Inc. (f/k/a Chiron Corporation), a Delaware corporation (“NVDI”).
LICENSE AGREEMENT by and between XOMA (US) LLC and NOVARTIS INTERNATIONAL PHARMACEUTICAL LTD.License Agreement • November 5th, 2020 • XOMA Corp • Pharmaceutical preparations • New York
Page ARTICLE 1 DEFINITIONS 1 1.1 Additional Definitions 9 ARTICLE 2 DEVELOPMENT AND COMMERCIALIZATION 11 2.1 Development and Commercialization 11 2.2 Regulatory; Manufacturing 11 2.3 Reporting 12 2.4 Subcontracting 12 2.5 Transfer of Materials, Process and Know-How 12 ARTICLE 3 LICENSE GRANTS 13 3.1 License Grants; [*] 13 3.2 Rights Retained by the Parties 13 3.3 Rights in Bankruptcy 14 3.4 [*] 14 ARTICLE 4 FINANCIAL TERMS 14 4.1 Upfront Fee 14 4.2 Development and Regulatory Milestone Payments 15 4.3 Product Royalties 16 4.4 Reports; Royalty Payments 18 4.5 Sales Milestone Payment 18 4.6 Methods of Payments 19 4.7 Accounting 19 4.8 Currency 20 4.9 Late Payments 20 4.10 Taxes 20 4.11 No Guarantee 21 4.12 Costs 21 4.13 [*] 21 ARTICLE 5 OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS 21
