Commercialization Agreement Sample Contracts

Provention Bio, Inc. – LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between JANSSEN PHARMACEUTICA NV and PROVENTION BIO, INC. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (June 12th, 2018)

This license, development and commercialization agreement, effective as of the last date of execution by the parties hereto ("Effective Date"), is between Janssen Pharmaceutica NV, a company organized under the laws of Belgium, with its principal offices at Turnhoutseweg 30, 2340 Beerse, Belgium ("Janssen") and Provention Bio, Inc., a company organized under the laws of Delaware, with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 ("Provention").

Onconova Therapeutics Inc. – License, Development and Commercialization Agreement (May 15th, 2018)

This License, Development and Commercialization Agreement (this Agreement), dated as of March 2, 2018 (the Effective Date), is made by and among Onconova Therapeutics, Inc., a Delaware corporation (Onconova), and Pint Pharma International SA, a company registered under Swiss laws having its registered office at Route de Chenaux 9, 1091 Bourg-en-Levaux, Switzerland (Pint). Onconova and Pint are sometimes referred to herein individually as a Party and collectively as the Parties.

Alcobra Ltd. – Co-Development and Co-Commercialization Agreement (May 14th, 2018)

This CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT (this "Agreement") is made as of 1 January 2018 (the "Effective Date"), by and between Arcturus Therapeutics, Inc., a Delaware corporation with offices at 10628 Science Center Drive, Suite 200, San Diego, California 92121, U.S. ("Arcturus"), and CureVac AG, a German stock corporation with offices at Paul-Ehrlich-Strasse 15, 72076 Tuebingen, Germany ("CureVac"). CureVac and Arcturus are referred to in this Agreement individually as a "Party" and collectively as the "Parties".

Provention Bio, Inc. – License, Development, and Commercialization Agreement (May 9th, 2018)

This license, development, and commercialization agreement is effective as of the last date of execution by the parties hereto ("Effective Date") and is between Janssen Sciences Ireland UC, a company organized under the laws of Ireland, having offices at EastGate Village, EastGate, Little Island, Co, Cork, Ireland ("Licensor") and Provention Bio, Inc., a Delaware company with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 ("Licensee" or "Provention").

Syndax Pharmaceuticals Inc – Amendment #3 to License, Development and Commercialization Agreement (May 9th, 2018)

This Amendment #3 to LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT ("Amendment"), is entered into between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA ("Syndax") and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-9-2, Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan ("KHK"), effective as of March 23, 2018 (the "Amendment Effective Date").

Provention Bio, Inc. – CONFIDENTIAL TREATMENT REQUESTED: Certain Portions of This Document Have Been Omitted Pursuant to a Request for Confidential Treatment And, Where Applicable, Have Been Marked With an Asterisk ("[*****]") to Denote Where Omissions Have Been Made. The Confidential Material Has Been Filed Separately With the Securities and Exchange Commission. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between JANSSEN PHARMACEUTICA NV and PROVENTION BIO, INC. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (May 9th, 2018)

This license, development and commercialization agreement, effective as of the last date of execution by the parties hereto ("Effective Date"), is between Janssen Pharmaceutica NV, a company organized under the laws of Belgium, with its principal offices at Turnhoutseweg 30, 2340 Beerse, Belgium ("Janssen") and Provention Bio, Inc., a company organized under the laws of Delaware, with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 ("Provention").

Ex-Us Commercialization Agreement (May 2nd, 2018)

WHEREAS, FMI has certain products that it currently commercializes, and additional products that it would like to commercialize in the future, either by itself or through a collaborator;

Summit Corp plc – License and Commercialization Agreement (April 13th, 2018)

THIS LICENSE AND COMMERCIALIZATION AGREEMENT (this "Agreement"), effective as of December 18, 2017 (the "Effective Date"), is entered into by and between Summit (Oxford) Ltd, a limited company incorporated in England (with registered number 04636431) whose registered office is at 136a Eastern Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SB, United Kingdom ("Summit") and Eurofarma Laboratorios S.A., a company incorporated in Brazil (with registered number 61.190.096/0001-92), whose principal place of business is at Avenue Vereador Jose Diniz, 3465, Campo Belo, Sao Paulo/SP, Brazil ("Eurofarma").

Confidential Treatment Requested License and Commercialization Agreement (March 15th, 2018)

THIS LICENSE AND COMMERCIALIZATION AGREEMENT (this "Agreement") is effective as of 21st December, 2017 (the "Effective Date") by and between Histogenics Corporation., a corporation organized and existing under the laws of the State of Delaware, with offices at 830 Winter Street, 3rd Floor, Waltham, MA, 02451 ("Histogenics"), and MEDINET Co., Ltd., a corporation organized and existing under the laws of Japan, with offices at 2-3-12 Shinyokohama, Kohoku-ku, Yokohama-shi, Kanagawa-ken, Japan ("MEDINET") (each, a "Party" and together, the "Parties").

Cellectis S.A. – Amendment No. 2 to the Product Development, Option, License and Commercialization Agreement (March 13th, 2018)

This Second Amendment (the Amendment) to the Research, Product Development, Option, License and Commercialization Agreement effective as of February 17, 2014 (as amended, the Agreement) is dated as of and shall become effective as of the November 28th, 2016 (hereinafter the Effective Date) by and between Les Laboratoires Servier, a corporation incorporated under the laws of France having a principal place of business at 50 rue Carnot, 92150 Suresnes, France (LLS) and Institut de Recherches Internationales Servier, a corporation incorporated under the laws of France having its principal place of business at 50 rue Carnot, 92 150 Suresnes, France (IRIS) (LLS and IRIS being together referred to as Servier), and Cellectis SA, a company incorporated under the laws of France having a principal place of business, at 8, rue de la Croix Jarry, 75013 Paris, France (Cellectis). Cellectis and Servier are individually referred to herein as a Party and collectively as the Parties.

Collegium Pharmaceutical – Amendment No. 1 to Commercialization Agreement (March 7th, 2018)

THIS AMENDMENT NO. 1 TO COMMERCIALIZATION AGREEMENT (this "Amendment No. 1") is entered into as of January 9, 2018, by and among Depomed, Inc., a California corporation ("Depomed"), Collegium Pharmaceutical, Inc., a Virginia corporation ("Collegium"), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium ("Newco") and amends that certain Commercialization Agreement, dated as of December 4, 2017 (the "Commercialization Agreement"), by and among Depomed, Collegium, and Newco. Each of Depomed, Collegium and Newco is referred to herein individually as a "party" and collectively as the "parties." Defined terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Commercialization Agreement.

Second Amendment to Ex-Us Commercialization Agreement (March 7th, 2018)

This Second Amendment to Ex-US Commercialization Agreement ("Second Amendment"), effective as of October 10, 2017 ("Second Amendment Effective Date"), is by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland ("Roche") and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. ("FMI") (each a "Party," and collectively, the "Parties"), and amends that certain Ex-US Commercialization Agreement, by and between the Parties, effective as of April 7, 2015, as amended by the First Amendment to Ex-US Commercialization Agreement, effective as of May 9, 2016 (collectively, the "Agreement"). Capitalized terms used in this Second Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agreement.

Third Amendment to Ex-Us Commercialization Agreement (March 7th, 2018)

This Third Amendment to Ex-US Commercialization Agreement ("Third Amendment"), is entered into as of December 8, 2017 ("Third Amendment Execution Date") and shall be effective as of December 1, 2017, by and between F. Hoffmann-La Roche Ltd, with an office and place of business at Grenzacherstrasse 124, 4070, Basel, Switzerland ("Roche") and Foundation Medicine, Inc., with an office and place of business at 150 Second Street, Cambridge, MA 02141, U.S.A. ("FMI") (each a "Party," and collectively, the "Parties"), and amends that certain Ex-US Commercialization Agreement, by and between the Parties, effective as of April 7, 2015, as amended by the First Amendment to Ex-US Commercialization Agreement, effective as of May 9, 2016 and the Second Amendment to Ex-US Commercialization agreement, effective as of October 17, 2017 (collectively, the "Agreement"). Capitalized terms used in this Third Amendment and not otherwise defined herein are used with the meanings ascribed to them in the Agre

Collegium Pharmaceutical – COMMERCIALIZATION AGREEMENT by and Among DEPOMED, INC., COLLEGIUM PHARMACEUTICAL, INC. And COLLEGIUM NF, LLC Dated as of December 4, 2017 (March 7th, 2018)

This Commercialization Agreement (this "Agreement") is made as of December 4, 2017 (the "Effective Date"), by and among Depomed, Inc., a California corporation ("Depomed"), Collegium Pharmaceutical, Inc., a Virginia corporation ("Collegium"), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium ("Newco"). Each of Depomed, Collegium and Newco is referred to herein individually as a "party" and collectively as the "parties."

Depomed – Amendment No. 1 to Commercialization Agreement (March 1st, 2018)

THIS AMENDMENT NO. 1 TO COMMERCIALIZATION AGREEMENT (this "Amendment No. 1") is entered into as of January 9, 2018, by and among Depomed, Inc., a California corporation ("Depomed"), Collegium Pharmaceutical, Inc., a Virginia corporation ("Collegium"), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium ("Newco") and amends that certain Commercialization Agreement, dated as of December 4, 2017 (the "Commercialization Agreement"), by and among Depomed, Collegium, and Newco. Each of Depomed, Collegium and Newco is referred to herein individually as a "party" and collectively as the "parties." Defined terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Commercialization Agreement.

Loxo Oncology, Inc. – License, Development and Commercialization Agreement (March 1st, 2018)

This LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this Agreement) is entered into as of November 14, 2017 (the Effective Date) by and between:

Depomed – COMMERCIALIZATION AGREEMENT by and Among DEPOMED, INC., COLLEGIUM PHARMACEUTICAL, INC. And COLLEGIUM NF, LLC Dated as of December 4, 2017 (March 1st, 2018)

This Commercialization Agreement (this "Agreement") is made as of December 4, 2017 (the "Effective Date"), by and among Depomed, Inc., a California corporation ("Depomed"), Collegium Pharmaceutical, Inc., a Virginia corporation ("Collegium"), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium ("Newco"). Each of Depomed, Collegium and Newco is referred to herein individually as a "party" and collectively as the "parties."

Spark Therapeutics, Inc. – LICENSING AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN SPARK THERAPEUTICS, INC. AND NOVARTIS PHARMA AG January 24, 2018 (February 27th, 2018)
RedHill Biopharma Ltd. – Exclusive Commercialization Agreement (February 22nd, 2018)

THIS EXCLUSIVE COMMERCIALIZATION AGREEMENT is made and entered into as of August 16, 2017 (the "Effective Date"), by and between ParaPRO LLC, an Indiana company, having a place of business at 11550 North Meridian Street, Suite 290, Carmel, Indiana 46032, USA and all Affiliates thereof ("ParaPRO") and RedHill Biopharma, Inc. a Delaware corporation, having an address at 8045 Arco Corporate Drive, Suite 120, Raleigh, North Carolina 27617 and all Affiliates thereof ("RedHill"). RedHill and ParaPRO each may be referred to herein individually as a "Party," or collectively as the "Parties".

Provention Bio, Inc. – CONFIDENTIAL TREATMENT REQUESTED: Certain Portions of This Document Have Been Omitted Pursuant to a Request for Confidential Treatment And, Where Applicable, Have Been Marked With an Asterisk ("[*****]") to Denote Where Omissions Have Been Made. The Confidential Material Has Been Filed Separately With the Securities and Exchange Commission. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between JANSSEN PHARMACEUTICA NV and PROVENTION BIO, INC. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (February 12th, 2018)

This license, development and commercialization agreement, effective as of the last date of execution by the parties hereto ("Effective Date"), is between Janssen Pharmaceutica NV, a company organized under the laws of Belgium, with its principal offices at Turnhoutseweg 30, 2340 Beerse, Belgium ("Janssen") and Provention Bio, Inc., a company organized under the laws of Delaware, with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 ("Provention").

Provention Bio, Inc. – License, Development, and Commercialization Agreement (February 12th, 2018)

This license, development, and commercialization agreement is effective as of the last date of execution by the parties hereto ("Effective Date") and is between Janssen Sciences Ireland UC, a company organized under the laws of Ireland, having offices at EastGate Village, EastGate, Little Island, Co, Cork, Ireland ("Licensor") and Provention Bio, Inc., a Delaware company with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 ("Licensee" or "Provention").

CRISPR Therapeutics AG – Joint Development and Commercialization Agreement Between Vertex Pharmaceuticals Incorporated Vertex Pharmaceuticals (Europe) Limited and Crispr Therapeutics Ag Crispr Therapeutics Limited Crispr Therapeutics, Inc. Tracr Hematology Ltd. (December 18th, 2017)

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

AMENDED AND RESTATED LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (For the US and Certain Other Territories) Between FIBROGEN, INC. And ASTRAZENECA AB (December 14th, 2017)

[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.

Discovery Laboratories, Inc. – AMENDMENT Ndeg. 1 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT ("AMENDMENT Ndeg. 1") by and Between WINDTREE THERAPEUTICS, INC. And LEE'S PHARMACEUTICAL (HK) LTD. (November 14th, 2017)

Effective as of August 14, 2017, Windtree Therapeutics, Inc. ("Licensor") and Lee's Pharmaceutical (HK) Ltd. ("Licensee") hereby agree to amend the License, Development and Commercialization Agreement between them dated as of June 12, 2017 (the "Agreement") in consideration of Licensee lending to Licensor the amount of Three Million, Nine Hundred Thousand Dollars ($3,900,000) in cash ("Bridge Loan"), which loan shall be subject to and payable in accordance with the terms of the Loan Agreement between the Parties dated of even date herewith. Capitalized terms used herein not otherwise defined shall have the meanings ascribed to them in the Agreement.

Amendment No. 1 to Commercialization Agreement Between Insmed Incorporated and Pari Pharma Gmbh (November 2nd, 2017)

This first amendment ("Amendment No. 1") effective 21 July 2017 ("Amendment No. 1 Effective Date") to the Commercialization Agreement dated and effective the 8th of July 2014 (the "Agreement") between PARI Pharma GmbH, a German corporation with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany ("PARI") and Insmed Incorporated, a Virginia corporation with a principal place of business at 10 Finderne Avenue, Building 10, Bridgewater, NJ 08807-3365 ("Insmed"), is entered into between PARI and Insmed. PARI and Insmed shall be referred to collectively as the "Parties".

License, Development and Commercialization Agreement (September 8th, 2017)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this Agreement) dated as of May 31, 2017 (the Effective Date), is made and entered into by and between Array BioPharma Inc., a company organized under the laws of Delaware and having its principal place of business at 3200 Walnut Street, Boulder, CO 80301 USA, (Array) and Ono Pharmaceutical Co., Ltd., a company duly organized and existing under the laws of Japan, having offices and principal place of business at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan (Ono).

Sol-Gel Technologies Ltd. – Amendment to Development, Manufacturing and Commercialization Agreement (September 6th, 2017)

This is an Amendment to the Development, Manufacturing and Commercialization Agreement (the "Agreement") dated April 27, 2015, between Perrigo UK Finco Limited Partnership, a United Kingdom limited partnership ("Perrigo UK"), and Sol-Gel Technologies Ltd., a limited liability company incorporated in Israel ("Sol-Gel"). Perrigo UK and Sol-Gel may hereafter be referred to collectively as the "Parties" and individually as a "Party." The Effective Date of this Amendment is October 26, 2015 (the "Effective Date").

Sol-Gel Technologies Ltd. – Development, Manufacturing and Commercialization Agreement (September 6th, 2017)

This Development, Manufacturing and Commercialization Agreement (the "Agreement") is entered into as of April 27, 2015 (the "Effective Date") between Perrigo UK Finco Limited Partnership, a United Kingdom limited partnership ("Perrigo UK"), and Sol-Gel Technologies Ltd., a limited liability company incorporated in Israel ("Sol-Gel"). Perrigo UK and Sol-Gel are sometimes each referred to as a "Party" and collectively as the "Parties."

Discovery Laboratories, Inc. – LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between Windtree Therapeutics, Inc. And Lee's Pharmaceutical (Hk) LTD. (August 21st, 2017)

This License, Development and Commercialization Agreement (this "Agreement") is entered into as of June 12, 2017 (the "Effective Date"), by and between Windtree Therapeutics, Inc., a Delaware corporation with its principal offices at 2600 Kelly Rd., Suite 100, Warrington, PA 18976 ("Licensor"), and Lee's Pharmaceutical (HK) Ltd., a Hong Kong company organized and existing under the laws of Hong Kong with its principal offices at Unit 110-111, Bio-Informatics Centre, No. 2 Science Park West Avenue, Hong Kong Science Park, Shatin, Hong Kong ("Licensee"). Licensor and Licensee are sometimes referred to in this Agreement individually as a "Party" and together as the "Parties."

License, Development and Commercialization Agreement (August 11th, 2017)

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this "Agreement") dated as of May 31, 2017 (the "Effective Date"), is made and entered into by and between Array BioPharma Inc., a company organized under the laws of Delaware and having its principal place of business at 3200 Walnut Street, Boulder, CO 80301 USA, ("Array") and Ono Pharmaceutical Co., Ltd., a company duly organized and existing under the laws of Japan, having offices and principal place of business at 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka 541-8564, Japan ("Ono").

Durect Corporation – DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between DURECT CORPORATION and SANDOZ AG Dated May 5, 2017 (August 9th, 2017)

This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the "Agreement") is effective as of May 5, 2017 (the "Execution Date") by and between Sandoz AG, a company organized under the laws of Switzerland, with an office at Lichtstrabe 35, CH 4056, Basel, Switzerland ("SANDOZ"), and Durect Corporation, a Delaware corporation having a place of business at 10260 Bubb Road, Cupertino, California 95014 ("DURECT"). SANDOZ and DURECT are each referred to herein by name or, individually, as a "Party" or, collectively, as the "Parties."

Aratana Therapeutics Inc. – Amendment to Collaboration, License, Development and Commercialization Agreement (August 4th, 2017)

This Amendment to the Collaboration, License, Development and Commercialization Agreement (this "Amendment"), effective as of April 28, 2017, (the "Effective Date") is entered into by and between Aratana Therapeutics, Inc., a Delaware corporation and having its office at 11400 Tomahawk Creek Parkway, Suite 340, Leawood, KS 66211 ("Aratana") and Eli Lilly and Company, an Indiana corporation, operating on behalf of its Elanco Animal Health division and having its office at 2500 Innovation Way, Greenfield, Indiana 46140 and its Affiliates ("Elanco").

EpiCept Corporation – License and Commercialization Agreement (July 12th, 2017)

THIS LICENSE AND COMMERCIALIZATION AGREEMENT (the "Agreement") is entered into as of the signature date of the contract (the "Effective Date") by and between:

Mersana Therapeutics, Inc. – CONFIDENTIAL LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between MERSANA THERAPEUTICS, INC. And RECEPTA BIOPHARMA S.A. (June 1st, 2017)

This License, Development and Commercialization Agreement (Agreement), effective as of July 9, 2015 (Effective Date), is by and between Mersana Therapeutics, Inc. (Mersana), with offices at 840 Memorial Dr., Cambridge, MA 02139, USA and Recepta Biopharma, S.A. (Recepta), with offices at Rua Tabapua, 1123 conj 36, Itaim Bibi, Sao Paulo, SP, CEP 04533 - 014, Brazil. Mersana and Recepta may be referred to in this Agreement individually as a Party or together as the Parties.

Syndax Pharmaceuticals Inc – Amendment #2 to License, Development and Commercialization Agreement (May 9th, 2017)

This Amendment #2 to LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (Amendment), is entered into between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA (Syndax) and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-9-2, Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan (KHK), effective as of January 16, 2017 (the Amendment Effective Date).