Asset Purchase And License Agreement Sample Contracts

Telik, Inc. – ASSET PURCHASE AND LICENSE AGREEMENT by and Between BOEHRINGER INGELHEIM INTERNATIONAL GMBH and MABVAX THERAPEUTICS HOLDINGS, INC. And MABVAX THERAPEUTICS, INC. BII Contract No: [***] (November 13th, 2018)

This Asset Purchase and License Agreement (the "Agreement") is made on July 4, 2018 (the "Effective Date") under the terms and conditions herein by and between Boehringer Ingelheim International GmbH having a principal place of business at Binger Strasse 173, 55216 Ingelheim, Germany, (hereinafter referred to as "BII"), MabVax Therapeutics Holdings, Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121, and MabVax Therapeutics Inc., a corporation organized and existing under the laws of Delaware, USA, having its principal place of business at 11535 Sorrento Valley Road, Suite 400, San Diego, California 92121 (MabVax Therapeutics Holdings, Inc., and MabVax Therapeutics Inc. hereinafter referred to as "MABVAX").

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (August 10th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("lmprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (August 10th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (June 28th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (June 28th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("lmprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Transdel Pharmaceuticals – Amended and Restated Asset Purchase and License Agreement (May 15th, 2018)

THIS AMENDED AND RESTATED ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of the last date provided on the signature page (the "Restatement Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and SURFACE Pharmaceuticals, Inc., a Delaware corporation ("Surface"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130.

Transdel Pharmaceuticals – Asset Purchase and License Agreement (May 15th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of the last date provided on the signature page (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and SURFACE Pharmaceuticals, Inc., a Delaware corporation ("Surface"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (March 20th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("lmprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Eton Pharmaceuticals, Inc. – Asset Purchase and License Agreement (March 20th, 2018)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and ETON PHARMACEUTICALS, INC., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Glu Mobile – ASSET PURCHASE AND LICENSE AGREEMENT Dated as of December 31, 2017 by and Between GLU MOBILE INC. As the Seller and Licensor and MGL MY.COM (CYPRUS) LIMITED as Buyer and Licensee (March 9th, 2018)

* Confidential treatment has been requested with respect to the information statement contained within the "[*]" marking. The marked portions have been omitted from this filing and filed separately with the Securities and Exchange Commission.

Astro-Med, Inc. – ASSET PURCHASE AND LICENSE AGREEMENT BY AND BETWEEN ASTRONOVA, INC. AND HONEYWELL INTERNATIONAL INC. SEPTEMBER 28, 2017 License Agreement No. 2017-8072 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. (October 4th, 2017)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this Agreement) is made this 28th day of September 2017, by and between AstroNova, Inc., a Rhode Island corporation, (Purchaser), and Honeywell International Inc., a Delaware corporation (Seller and together with the Purchaser, the Parties and each a Party).

Asset Purchase and License Agreement (September 18th, 2017)

AMTRUST NORTH AMERICA, INC., a Delaware corporation, with a business address of 800 Superior Avenue, Cleveland, Ohio 44114 ("AMTRUST" or "SELLER"); and

National General Holdings Corp. – Asset Purchase and License Agreement (September 18th, 2017)

AMTRUST NORTH AMERICA, INC., a Delaware corporation, with a business address of 800 Superior Avenue, Cleveland, Ohio 44114 ("AMTRUST" or "SELLER"); and

Transdel Pharmaceuticals – Asset Purchase and License Agreement (June 20th, 2017)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and Eton Pharmaceuticals, Inc., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Transdel Pharmaceuticals – Asset Purchase and License Agreement (June 20th, 2017)

THIS ASSET PURCHASE AND LICENSE AGREEMENT (this "Agreement") dated as of May 9, 2017 (the "Effective Date"), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation ("Imprimis"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and Eton Pharmaceuticals, Inc., a Delaware corporation ("Eton"), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Biodel Inc. – Asset Purchase and License Agreement (September 9th, 2016)

This ASSET PURCHASE AND LICENSE AGREEMENT (this Agreement) is entered into as of September 2, 2016 (the Effective Date) by and among Unilife Corporation, a Delaware corporation (Unilife), Unilife Medical Solutions, Inc., a Delaware corporation and a subsidiary of Unilife (UMS and, together with Unilife, the Unilife Parties), and Biodel Inc., a Delaware corporation (Biodel). Each of Unilife, UMS and Biodel may be referred to herein as a Party and, together, as the Parties.

Biodel Inc. – Asset Purchase and License Agreement (September 9th, 2016)

This ASSET PURCHASE AND LICENSE AGREEMENT (this Agreement) is entered into as of September 2, 2016 (the Effective Date) by and among Unilife Corporation, a Delaware corporation (Unilife), Unilife Medical Solutions, Inc., a Delaware corporation and a subsidiary of Unilife (UMS and, together with Unilife, the Unilife Parties), and Biodel Inc., a Delaware corporation (Biodel). Each of Unilife, UMS and Biodel may be referred to herein as a Party and, together, as the Parties.

Asset Purchase and License Agreement by and Between Alkermes, Inc. And Corregidor Therapeutics, Inc. December 27, 2010 (February 27th, 2015)

Certain portions of this Exhibit have been omitted pursuant to a confidential treatment request. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.

Amendment to Asset Purchase and License Agreement (February 27th, 2015)

THIS AMENDMENT (the "Amendment") is made and entered into as of December 9, 2011 to the Asset Purchase and License Agreement (the "Agreement") made and entered into as of December 27, 2010 by and between Civitas Therapeutics, Inc., a Delaware corporation having its principal office at 190 Everett Avenue, Chelsea, MA 02150 ("Civitas"), and Alkermes, Inc., a Pennsylvania corporation having its principal office at 852 Winter Street, Waltham, MA 02451 ("Alkermes") (any terms used but not defined herein shall have the meaning set forth in the Agreement).

Second Amendment to Asset Purchase and License Agreement (February 27th, 2015)

THIS SECOND AMENDMENT (the "Amendment") is made and entered into as of December 19, 2014 to the Asset Purchase and License Agreement (the "Agreement") made and entered into as of December 27, 2010, as amended as of December 9, 2011 by the first amendment ("Amendment No. 1"), by and between Civitas Therapeutics, Inc., a Delaware corporation having its principal office at 190 Everett Avenue, Chelsea, MA 02150 ("Civitas"), and Alkermes, Inc., a Pennsylvania corporation having its principal office at 852 Winter Street, Waltham, MA 02451 ("Alkermes") (capitalized terms used but not defined herein shall have the meaning set forth in the Agreement).

Asset Purchase and License Agreement by and Between Alkermes, Inc. And Corregidor Therapeutics, Inc. December 27, 2010 (August 26th, 2014)

This Asset Purchase and License Agreement (the Agreement) is made effective as of the 27th day of December 2010 (the Effective Date) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 852 Winter Street, Waltham, Massachusetts 02451 (Alkermes), and Corregidor Therapeutics, Inc., a Delaware corporation with its principal place of business located at 384 Powder Mill Road, Concord, MA 01742 (Corregidor). Alkermes and Corregidor are sometimes referred to herein individually as a Party and collectively as the Parties.

Asset Purchase and License Agreement by and Between Alkermes, Inc. And Corregidor Therapeutics, Inc. December 27, 2010 (May 12th, 2014)

This Asset Purchase and License Agreement (the Agreement) is made effective as of the 27th day of December 2010 (the Effective Date) by and between Alkermes, Inc., a Pennsylvania corporation having a principal place of business at 852 Winter Street, Waltham, Massachusetts 02451 (Alkermes), and Corregidor Therapeutics, Inc., a Delaware corporation with its principal place of business located at 384 Powder Mill Road, Concord, MA 01742 (Corregidor). Alkermes and Corregidor are sometimes referred to herein individually as a Party and collectively as the Parties.

Heska Corporation – Contract (August 29th, 2013)

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked [***] in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

Asset Purchase and License Agreement (May 18th, 2011)
Nupathe Inc. – Asset Purchase and License Agreement by and Between Nupathe Inc., and Travanti Pharma Inc. (June 15th, 2010)

Asset Purchase and License Agreement (this Agreement), dated as of July 8, 2008, by and between Travanti Pharma Inc., a Minnesota corporation with a principal place of business at 2520 Pilot Knob Road, Suite 100, Mendota Heights, MN 55120 (Travanti), and NuPathe Inc., a Delaware corporation with a principal place of business at 227 Washington Street, Suite 200, Conshohocken, PA 19428 (NuPathe).

W2 Energy Inc – Asset Purchase and License Agreement (January 23rd, 2009)

Upon payment by Purchaser of all amounts owing under this Agreement, the Vendor grants the Purchaser an irrevocable and exclusive license to use all intellectual property owned or used by the Vendor in connection with the Assets ("Parcon Technology") world wide, with the exception of Mexico, and Australia (each, a "Restricted Country").

Progressive Gaming International Corporation – Asset Purchase and License Agreement (August 19th, 2008)

This Asset Purchase and License Agreement (this Agreement) is made and entered into as of August 15, 2008 (the Effective Date), by and between Progressive Gaming International Corporation (PGIC), a Nevada corporation, and IGT (IGT), a Nevada corporation (each a Party and collectively the Parties).

Acxiom – Asset Purchase and License Agreement (May 30th, 2008)

ASSET PURCHASE AND LICENSE AGREEMENT (this Agreement) dated as of December 29, 2005 (the Effective Date), by and between Acxiom Corporation, a Delaware corporation (Acxiom or Seller), and EMC Corporation, a Massachusetts corporation, and EMC (Benelux) B.V., S.a.r.l., a Luxembourg limited liability company (together, "EMC" or Buyer).

Asset Purchase and License Agreement (May 14th, 2008)

This Asset Purchase and License Agreement is entered into as of March 6, 2008 (the Agreement) by and between Emergent Product Development Gaithersburg Inc., a Delaware corporation (Buyer), Emergent BioSolutions Inc., a Delaware corporation (Buyer Parent), Avanir Pharmaceuticals Inc., a California corporation (Seller Parent), and Xenerex Biosciences Inc., a California corporation (Seller and, together with Seller Parent, the Sellers). Each party to this Agreement is sometimes referred to herein as a Party or collectively, the Parties. Capitalized terms used in this Agreement shall have the meanings ascribed to them where defined or in Article IX.

ASSET PURCHASE AND LICENSE AGREEMENT by and Among AGRIGENETICS, INC., a Delaware Corporation; MYCOGEN CORPORATION, a California Corporation; EXELIXIS PLANT SCIENCES, INC., a Delaware Corporation; AGRINOMICS, LLC, a Delaware Limited Liability Company; And EXELIXIS, INC., a Delaware Corporation. (November 5th, 2007)

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Coley Pharmaceutical Group – Asset Purchase and License Agreement (August 8th, 2007)

THIS AGREEMENT, made this 8th of June, 2007, (Signing Date) by and among 3M COMPANY (hereinafter 3M), 3M INNOVATIVE PROPERTIES COMPANY (hereinafter 3M IPC), Delaware corporations having offices at 3M Center, St. Paul, Minnesota 55144, USA and COLEY PHARMACEUTICAL GROUP, INC. a Delaware corporation having its address at 93 Worcester Street, Suite 101, Wellesley, MA 02481 USA (hereinafter COLEY). 3M IPC is a wholly owned subsidiary of 3M. Hereinafter a reference to 3M or COLEY shall include their respective Affiliates where performance would be expected from or required by an Affiliate.

Asset Purchase and License Agreement (November 21st, 2005)

This Asset Purchase and License Agreement (this Agreement) is entered into as of September 14th (the Effective Date) by and between Nanometrics Incorporated, a California corporation whose principal place of business is 1550 Buckeye Drive, Milpitas, California (Nanometrics) and Toho Technology Corporation, a Kabushiki Kaisha organized under the laws of Japan with a place of business at 3-10-22 Sakae, Naka-ku, Nagoya Aichi 460-0008, Japan (Toho) (each, a Party and together, the Parties).

Calypte Biomedical Corporation – Contract (November 21st, 2005)

ASSET PURCHASE AND LICENSE AGREEMENT THIS ASSET PURCHASE AND LICENSE AGREEMENT (the "Agreement") is made this 15th day of November, 2005, by and among CALYPTE BIOMEDICAL CORPORATION, a Delaware corporation ("Seller"), and MAXIM BIOMEDICAL, INC., a Delaware corporation ("Buyer"). WITNESSETH: WHEREAS, Seller is engaged in the business of developing, manufacturing and selling FDA-approved in vitro diagnostic products; WHEREAS, Seller desires to sell its FDA-approved EIA and Western Blot HIV diagnostic test product lines (the "Business") which includes the following products: (i) urine EIA HIV diagnostic test product, (ii) serum/blood Western Blot HIV diagnostic test product, and (iii) urine Western Blot HIV diagnostic test product, all as more fully described on Exhibit A attached hereto and made a part hereof (the "Products"); WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain of Seller

Tanox Inc – Asset Purchase and License Agreement (May 5th, 2005)

This Asset Purchase and License Agreement (this Agreement), dated the 25th day of March, 2005 (the Effective Date), is by and among Sunol Molecular Corporation, a Delaware corporation having its principal offices at 2810 North Commerce Parkway, Miramar, Florida 33025-3958 (Seller), Tanox, Inc., a Delaware corporation having its principal offices at 10301 Stella Link, Houston, Texas 77025 (Purchaser), and solely with respect to the Sections and Articles hereof set forth in Section 15.14 below, Altor Bioscience Corporation, a Delaware corporation having its principal offices at 2810 North Commerce Parkway, Miramar, Florida 33025-3958 (Altor).

Restoragen Inc – Asset Purchase and License Agreement (May 27th, 2003)

THIS AMENDMENT NO.1, under date of May 12, 2003, TO THE ASSET PURCHASE AND LICENSE AGREEMENT (the Agreement), entered into as of March 24, 2003 by and between RESTORAGEN, INC. and COOLIDGE & COMPANY, INC.