Empire’s Confidential Information Uses in Feasibility/Evaluation Studies Clause

Feasibility/Evaluation Studies from License Agreement

This License Agreement (Agreement) is made as of this 29th day of March, 2002 (the Effective Date) by and between ABBOTT LABORATORIES, an Illinois corporation, with its principal office at 100 Abbott Park Road, Abbott Park, IL 60064 (Abbott) and EMPIRE PHARMACEUTICALS, INC., a Delaware corporation, with its principal office at 4916 Route 81, Greenville, NY 12083 (Empire).

Feasibility/Evaluation Studies. Empire shall use commercially reasonable efforts to evaluate the Compound for the indication of ischemic stroke. For purposes of Empires obligations under this Agreement, the term commercially reasonable efforts shall mean those efforts that would be commercially reasonable for a company substantially similar to Empire. Empire shall have sole responsibility for conducting and/or supervising the feasibility and evaluation studies on the Compound. Empire shall provide Abbott with an annual update and summary of such studies and all such information shall be treated as Empires Confidential Information. Recognizing that certain evaluation work may be done by one or more third parties and recognizing that such work (e.g., formulations) may involve the patented subject matter of such third party, Empire will use commercially reasonable efforts to (i) provide in its license with the third party that the patented subject matter of such third party may be sublicensed to Abbott in the event that the Compound and Product are returned to Abbott under Section 4.7; and (ii) negotiate a royalty-free license/sublicense with such third party for the benefit of Abbott in the event that the Compound and Product are returned to Abbott under Section 4.7. In the event that Empire is unable to negotiate a royalty-free license/sublicense, Abbott agrees to assume the royalty obligations thereunder if it elects to practice under such license/sublicense following the return of the Compound and Product under Section 4.7. Empire agrees to promptly provide Abbott with written notice of the terms of any licenses entered into with third parties which pertain to the Compound and/or Product.

Feasibility/Evaluation Studies from License Agreement

This License Agreement (Agreement) is made as of this 29th day of March, 2002 (the Effective Date) by and between ABBOTT LABORATORIES, an Illinois corporation, with its principal office at 100 Abbott Park Road, Abbott Park, IL 60064 (Abbott) and EMPIRE PHARMACEUTICALS, INC., a Delaware corporation, with its principal office at 4916 Route 81, Greenville, NY 12083 (Empire).

Feasibility/Evaluation Studies. Empire shall use commercially reasonable efforts to evaluate the Compound for the indication of ischemic stroke. For purposes of Empires obligations under this Agreement, the term commercially reasonable efforts shall mean those efforts that would be commercially reasonable for a company substantially similar to Empire. Empire shall have sole responsibility for conducting and/or supervising the feasibility and evaluation studies on the Compound. Empire shall provide Abbott with an annual update and summary of such studies and all such information shall be treated as Empires Confidential Information. Recognizing that certain evaluation work may be done by one or more third parties and recognizing that such work (e.g., formulations) may involve the patented subject matter of such third party, Empire will use commercially reasonable efforts to (i) provide in its license with the third party that the patented subject matter of such third party may be sublicensed to Abbott in the event that the Compound and Product are returned to Abbott under Section 4.7; and (ii) negotiate a royalty-free license/sublicense with such third party for the benefit of Abbott in the event that the Compound and Product are returned to Abbott under Section 4.7. In the event that Empire is unable to negotiate a royalty-free license/sublicense, Abbott agrees to assume the royalty obligations thereunder if it elects to practice under such license/sublicense following the return of the Compound and Product under Section 4.7. Empire agrees to promptly provide Abbott with written notice of the terms of any licenses entered into with third parties which pertain to the Compound and/or Product.