Exhibit 10.37
Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
LICENSE AND COLLABORATION AGREEMENT
This License and Collaboration Agreement ("Agreement"), made effective as of
January 5, 2001, is by and between:
AEGERA Therapeutics, Inc. ("AEGERA"), a corporation having its place of
business at 000 Xxxxxx xx Xxxx, Xxx des Soeurs (Montreal), Xxxxxx, X0X 0X0
XXXXXX; and
Curis, Inc. ("CURIS"), a corporation organized under the laws of Delaware,
and having a place of business at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
The parties may be referred to individually as "Party" or collectively as
"Parties."
WHEREAS AEGERA has an exclusive license to certain stem cell patent
applications, and the technologies and know-how (on a non-exclusive basis)
covered by and related to such patent applications which were developed by
AEGERA's academic research collaborators at XxXxxx University;
WHEREAS CURIS possesses cell-based, protein-based, and small molecule-based
product development capabilities ("CURIS Product Development Capabilities"); and
WHEREAS the Parties desire to jointly investigate the commercial potential
of certain stem cell technologies in order to develop potential therapeutics and
diagnostics.
NOW, THEREFORE, the Parties agree as follows:
1. Definitions.
The following capitalized terms shall have the meanings indicated for
purposes of this Agreement:
1.1 "AEGERA Invented Patent Rights" shall mean patent claims under the
Collaboration Rights invented solely or jointly by AEGERA employees and/or
AEGERA's McGill collaborators.
1.2 "AEGERA Technologies" shall mean, to the extent exclusive of Collaboration
Rights and to the extent the following are owned or Controlled by AEGERA on the
Effective Date or in the future:
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Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
(i) (1) the patent applications listed in Schedule 1.2 which have been
licensed by AEGERA from research collaborators at XxXxxx University and/or
XxXxxx University; (2) any United States and foreign patents issuing therefrom
(including all reissues, extensions, confirmations, registrations, re-
examinations, and inventor's certificates) and all substitutions, continuations,
continuations-in-part and divisionals; and (3) any patents or patent
applications directed to improvements to the above patents or patent
applications; and
(ii) any trade secrets, copyrights, or know-how (including data and
materials) directed to stem cell technology and any patent applications or
patents directed thereto.
1.3 "Affiliate" shall mean any corporation, association or other entity which
directly or indirectly controls, is controlled by or is under common control
with the Party in question. As used in this definition of "Affiliate," the term
"control" shall mean direct or indirect ownership of more than 50% of the voting
or income interest in such corporation or other business entity.
1.4 "Agreement Term" shall mean the period from the Effective Date until the
later of (i) termination of this Agreement as provided herein or (ii) the
expiration of the last royalty obligation owed by CURIS to AEGERA as provided
herein.
1.5 "Alliance Director" shall have the meaning set forth in Section 3.3.
1.6 "Cell Products" shall mean therapeutic or prophylactic products utilizing
cells covered under the AEGERA Technologies or utilizing: (i) cells [**] or (ii)
cells derived in the performance of the Research Program (or derived from work
done by AEGERA or McGill which has been funded by CURIS under this Agreement) -
for [**]application (i.e., [**] prior to [**] application) into various tissues
and organs of the body to promote repair, replacement, regeneration, or
augmentation of function of any tissue or organ.
1.7 "Collaboration Rights" shall mean all rights, title, and interest in (i) all
intellectual property (e.g., patent rights, copyrights, trade secrets, know-how,
and data) (1) arising out of either Party's or XxXxxx'x performance under the
Research Program or (2) arising out of work done by AEGERA or McGill which has
been funded by CURIS under this Agreement and (ii) all tangible property (e.g.,
materials and products) (i) arising out of either Party's or XxXxxx'x
performance under the Research Program or (ii) arising out of work done by
AEGERA or McGill which has been funded by CURIS under this Agreement.
1.8 "Control" or "Controlled" shall mean possession of the ability to grant the
rights as provided for herein without violating the terms of any agreement or
other arrangement with any Third Party.
1.9 "CURIS Invented Patent Rights" shall mean patent claims under the
Collaboration Rights invented solely by CURIS employees.
1.10 "Diagnostic Products" shall mean any product that uses cells, proteins, or
small molecules developed with technologies [**] or in the performance of the
Research Program (or developed
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Curis-Aegera License and Collaboration (Execution Copy)
from work done by AEGERA or McGill which has been funded by CURIS under this
Agreement) that are intended for diagnosis of disorders or diseases of any
tissue or organ of the body.
1.11 "Effective Date" shall mean the date this Agreement is made effective as
first written above.
1.12 "FDA" shall mean the United States Food and Drug Administration.
1.13 "IND" shall mean an Investigational New Drug Application to the FDA to
commence human clinical testing of a Product, as defined by the FDA, or the
equivalent application in any country or jurisdiction other than the United
States.
1.14 "Jointly Invented Patent Rights" shall mean patent claims under the
Collaboration Rights invented jointly by CURIS employees and AEGERA employees
and/or AEGERA's McGill collaborators.
1.15 "NDA" shall mean a New Drug Application or Product License Application (or
Biologics License Application), as appropriate, and all supplements filed
pursuant to the requirements of the FDA, including all documents, data and other
information concerning Products which are necessary for or included in FDA
approval to market a Product, or the equivalent application in any country or
jurisdiction other than United States.
1.16 "Net Sales" shall mean:
(a) the gross invoices delivered by CURIS or its Affiliates, as
appropriate, for the sale of a Product, less the following deductions: (1)
Prompt payment or other trade or quantity discounts actually allowed and taken
in such amounts as are customary in the trade; (2) Amounts repaid or credited by
reason of timely rejections or returns; (3) Taxes on the sale of a Product
(other than franchise or income taxes on the income of the seller) actually paid
or withheld; (4) Allowances for bad debt to the extent such amounts were
previously invoiced and included in Net Sales for royalty purposes and were
subsequently actually written off by such Party (CURIS or its Affiliate); and
(5) prepaid transportation and delivery charges, including insurance premiums,
actually incurred. Notwithstanding the foregoing, amounts received by such Party
(CURIS or its Affiliate) or such Party's Affiliates for the sale of Products
among such Party and its Affiliates whether for their internal use or for resale
or other disposition will not be included in the computation of Net Sales
hereunder. Where Products are not sold separately, but are sold in combination
with or as parts of other products, or include one or more components covered by
a Valid Claim of AEGERA Technologies, AEGERA Invented Patent Rights or Jointly
Invented Patent Rights as well as one or more components not covered by a Valid
Claim of AEGERA Technologies, AEGERA Invented Patent Rights or Jointly Invented
Patent Rights, hereinafter "a Combination Product", the Net Sales price to be
used for the purpose of calculating royalties payable in respect of Products
must be determined by multiplying the Net Sales price of the Combination Product
by a fraction, A/A + B, where A is the total invoice price of the component or
components covered by a Valid Claim of AEGERA Technologies, AEGERA Invented
Patent Rights or Jointly Invented Patent Rights if sold separately in the
relevant market and B is the total invoice price of any other components in the
combination if sold separately in the relevant market. In the event that the
component covered by a Valid Claim of AEGERA Technologies,
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Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
AEGERA Invented Patent Rights or Jointly Invented Patent Rights or any other
component in the Combination Product is not sold separately, a reasonable
hypothetical market value for such component shall be determined based upon the
allocation of the same proportions of costs, reasonable overhead and profits
(all of which must be determined on the basis of generally accepted accounting
principles) as are or should be allocated to similar component products and
having an ascertainable market value.
(b) for payments due on Products under Section 7.6(d), the following
definition of Net Sales shall apply - the gross invoices delivered by CURIS or
its Affiliates, as appropriate, for the sale of a Products which are directly
developed under the Research Program, less the following deductions: (1) Prompt
payment or other trade or quantity discounts actually allowed and taken in such
amounts as are customary in the trade; (2) Amounts repaid or credited by reason
of timely rejections or returns; (3) Taxes on the sale of such Product (other
than franchise or income taxes on the income of the seller) actually paid or
withheld; (4) Allowances for bad debt to the extent such amounts were previously
invoiced and included in Net Sales for royalty purposes and were subsequently
actually written off by such Party (CURIS or its Affiliate); and (5) prepaid
transportation and delivery charges, including insurance premiums, actually
incurred. Notwithstanding the foregoing, amounts received by such Party (CURIS
or its Affiliate) or such Party's Affiliates for the sale of such Products among
such Party and its Affiliates whether for their internal use or for resale or
other disposition will not be included in the computation of Net Sales
hereunder. Where the Products directly developed under the Research Program are
not sold separately, but are sold in combination with or as parts of other
products, hereinafter "a Combination Product", the Net Sales price to be used
for the purpose of calculating royalties payable in respect of Products must be
determined by multiplying the Net Sales price of the Combination Product by a
fraction, A/A + B, where A is the total invoice price of the component or
components which are directly developed under the Research Program if sold
separately in the relevant market and B is the total invoice price of any other
components in the combination if sold separately in the relevant market. In the
event that any component in the Combination Product is not sold separately, a
reasonable hypothetical market value for such component shall be determined
based upon the allocation of the same proportions of costs, reasonable overhead
and profits (all of which must be determined on the basis of generally accepted
accounting principles) as are or should be allocated to similar component
products and having an ascertainable market value.
1.17 "Protein Products" shall mean therapeutic or prophylactic products based on
[**]proteins that are developed [**] or in the performance of the Research
Program (or developed from work done by AEGERA or McGill which has been funded
by CURIS under this Agreement) on the [**] which [**] into various tissues and
organs such that the [**] protein itself is used (in lieu or in combination with
a [**]) to promote repair, replacement, regeneration, or augmentation of
function of any tissue or organ.
1.18 "Product" shall mean a Cell Product, Protein Product, Small Molecule
Product, or Diagnostic Product as applicable.
4
Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
1.19 "Research Management Committee" or "RMC" shall have, with respect to each
Indication, the meaning set forth in Section 3.1.
1.20 "Research Plan" shall have the meaning set forth in Section 2.1.
1.21 "Research Program" shall mean the program of research performed by the
Parties under an applicable Research Plan.
1.22 "Research Term" shall mean the period commencing on the Effective Date and
ending upon the third anniversary of the Effective Date, subject to extension
upon mutual agreement of the Parties or earlier termination as set forth herein.
1.23 "Scientific FTE" shall mean the equivalent of a full-time researcher's or
program manager's work time over a 12 month period (including normal vacations,
sick days and holidays).
1.24 "Small Molecule Products" shall mean therapeutic or prophylactic products
based on small molecules that are discovered utilizing [**] or in the
performance of the Research Program (or developed from work done by AEGERA or
McGill which has been funded by CURIS under this Agreement) on stem cells such
that the derived small molecule is used (in lieu of or in combination with a
[**]) to promote repair, replacement, regeneration, or augmentation of function
of any tissue or organ.
1.25 "Third Party" shall mean any Party other than CURIS or AEGERA or an
Affiliate of either of them.
1.26 "Valid Claim" shall mean a claim of an issued and unexpired patent which
has not been held permanently revoked, unenforceable or invalid by a decision of
a court or other governmental agency of competent jurisdiction, unappealable or
unappealed within the time allowed for appeal, and which has not been admitted
to be invalid or unenforceable through reissue or disclaimer or otherwise.
2. Research Programs.
2.1 Undertaking and Scope. Prior to March 30, 2001, the Parties shall agree
---------------------
upon a Research Plan for the first year of the Research Program. Such plan shall
set forth the schedule of specific activities to be undertaken during the
applicable period of the Research Term, the resources to be employed, including
the allocation of Scientific FTEs and each scientist's role, the desired goals
to be achieved (and the timing thereof) and the budget for such period. The
Research Management Committee will review and, in its discretion, approve or
modify the general direction of such plan. Such plan, as approved by the RMC
for any year of the Research Program, is referred to herein as the "Research
Plan." At least 90 days before each anniversary of the Effective Date during
the Research Term, the Parties shall propose to the RMC a Research Plan to
govern the further development during the following year of the Research
Program, and the RMC shall review, modify if appropriate, and approve such
Research Plan by such
5
Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
anniversary. At any time, the RMC may modify or amend any such Research Plan as
appropriate or necessary to reflect the Parties' experiences in performing the
Research Program. Each Party agrees to use all reasonable efforts to perform the
activities detailed in the Research Plan in a professional and timely manner.
2.2 Personnel and Resources. Each Party agrees to commit the personnel,
-----------------------
consultants, facilities, expertise, technology and other resources necessary to
perform its obligations under the Research Plan; provided, however, that neither
Party warrants that the Research Program shall achieve any of the research
objectives contemplated by them. During the Research Term, CURIS and AEGERA will
each maintain the number of Scientific FTEs, which shall not be fewer than [**]
at AEGERA/McGill and shall be approximately [**] at CURIS, devoted to
cooperative work as are required under the Research Plan. The scientific
priorities and direction of the work of such Scientific FTEs will be determined
by the Research Management Committee. CURIS will provide funding to support
performance of all financial obligations under the Research Plan as set forth in
Article 7. AEGERA shall use commercially reasonable efforts to secure a suitable
contract ("McGill Contract") with XxXxxx University prior to [**] to fulfill the
Research Program requirements specified in this Section 2.2 and elsewhere in the
Agreement. If AEGERA is unable to secure a McGill Contract that is acceptable to
CURIS, as determined by CURIS at its sole discretion, acting in good faith, by
[**], then CURIS shall have the right to terminate the Research Term under
Section 10.3(b).
2.3 Information and Reports. All information, technology or inventions made by
-----------------------
either Party in the course of the Research Program (and any information,
technology, or inventions made by AEGERA or McGill which has been funded by
CURIS under this Agreement) will be promptly disclosed to the other, with
significant discoveries or advances being communicated as soon as practicable
after such information is obtained or its significance is appreciated. The
Parties will exchange at least quarterly written reports presenting a meaningful
summary of their activities performed under this Agreement and will otherwise
exchange information concerning the Research Program as frequently as is
necessary.
2.4 Commencement of Work. CURIS and AEGERA shall commence work under the
--------------------
Research Program no later than the execution date of the McGill Contract.
2.5 XxXxxx University Rights. AEGERA (i) represents and warrants that it has
------------------------
exclusive rights, with the right to sublicense under the AEGERA Technologies
those rights granted to CURIS under this Agreement and (ii) that it has provided
to CURIS all relevant agreements, a list of which is provided as Schedule 2.5,
showing the transfer of rights between McGill and AEGERA and between any
relevant McGill collaborators and McGill and/or AEGERA as well as any other
agreements which provide to a Third Party any rights in AEGERA Technologies.
3. Research Management Committee; Alliance Directors; Dispute Resolution.
3.1 Research Management Committee. CURIS and AEGERA will each appoint three
-----------------------------
representatives to a research management committee (the "Research Management
Committee" or
6
Curis-Aegera License and Collaboration (Execution Copy)
"RMC"). Attached as Schedule 3.1 is a list of representatives the Parties shall
appoint to the RMC. One of the representatives will be identified as chairman of
the RMC for the initial period ending 12 months following the Effective Date;
the initial chairman of the RMC is identified on Schedule 3.1. Thereafter,
chairmanship will rotate between a CURIS member and a AEGERA member every 12
months. The RMC will review, direct and supervise all operational and scientific
aspects related to the Research Program. The duties of the Research Management
Committee shall include approving the Research Plan, agreeing to resource
allocations (including the allocation of Scientific FTEs), monitoring the
Parties' progress under the Research Plan and discussing any other matter
related to the Research Program. The Research Management Committee will meet
quarterly, or more frequently if mutually agreed, and will alternate sites of
meetings between Xxxxxxxxx, Xxxxxxxxxxxxx xxx Xxxxxxxx, Xxxxxx. Each Party
recognizes the importance of the Research Management Committee in the success of
the Research Program and the overall Collaboration and will use diligent efforts
to cause all of its representatives to such committee to attend all meetings of
such committee. A Party may change any of its appointments to the Research
Management Committee at any time upon giving written notice to the other Party.
Any disputes or disagreements within the RMC shall be resolved pursuant to
Section 3.4.
3.2 RMC Meetings. The Research Management Committee may meet by telephone or
------------
video conference or in person at such times as are agreeable to the members of
such committee. Attendance at meetings shall be at the respective expense of the
participating Parties. The chairman of the RMC shall assure that agendas and
minutes are prepared for each of its meetings. All actions taken and decisions
made by the RMC shall be by unanimous agreement. If personal attendance is not
possible for valid reasons, voting by proxy is permissible.
3.3 Alliance Directors. Each Party shall designate one of its employees as an
------------------
alliance director ("Alliance Director") for all of the activities contemplated
under the Research Program. Such Alliance Directors will be responsible for the
day-to-day coordination of the performance of the Research Program and will
serve to facilitate communication between the Parties with respect thereto. Such
Alliance Directors shall be experienced in managing research projects relevant
to the Research Program. The intended Alliance Directors shall be listed on
Schedule 3.1.
3.4 Dispute Resolution. Disputes or disagreements between the Parties arising
-------------------
hereunder will be referred to the Research Management Committee. If the RMC is
unable to resolve, after 30 days, a dispute regarding any issue presented to it
or arising in it, such dispute will be referred to the Chief Executive Officer
of AEGERA and the Chief Executive Officer of CURIS for good faith resolution,
for a period of 90 days. If such dispute is not resolved by the end of such 90-
day period, then such issue shall be submitted for resolution through
arbitration within 30 days after either Party requests arbitration, according to
the terms set forth in Section 11.1.
4. Ownership of Property.
4.1 Ownership of Collaboration Rights. Subject to the Collaboration Rights
---------------------------------
retained by McGill pursuant to (1) any agreement entered into between AEGERA and
McGill in relation to the Research Program (any such agreement shall be listed
on Schedule 2.5), solely to the extent such agreements and/or retained rights
are in existence on the Effective Date and (2) the McGill
7
Curis-Aegera License and Collaboration (Execution Copy)
Contract (the "McGill Rights"), all Collaboration Rights shall be owned
exclusively by CURIS. AEGERA shall execute (and require its employees, and to
the extent it is within AEGERA's ability, its agents, independent contractors or
XxXxxx University and/or McGill collaborators to execute) any assignments or
other documents necessary to convey all its right, title, and interests in the
Collaboration Rights to CURIS, the whole subject to XxXxxx'x retention of the
McGill Rights. Subject to the McGill Rights, CURIS' ownership of the
Collaboration Rights shall survive the termination of this Agreement. AEGERA
shall have no licenses to Collaboration Rights except for rights explicitly
granted under this Agreement. For the sake of clarity, it is agreed by the
Parties that all the rights of AEGERA in the Collaboration Rights shall be
conveyed to CURIS and to the extent an assignment of rights from AEGERA to CURIS
is not possible, AEGERA shall exclusively license all its rights to CURIS.
Furthermore, AEGERA will obtain CURIS' written consent prior to taking any
action or prior to failing to take any action (such as exercising an available
option) which could diminish AEGERA's ability to convey rights to the
Collaboration Rights to CURIS under this Agreement.
5. Filing, Prosecution, and Maintenance of Patent Rights and Infringement.
5.1 Patent Filing for Collaboration Rights.
--------------------------------------
(a) CURIS shall have the sole right (but not the obligation) to prepare,
file, prosecute, obtain and maintain patent applications and patents covering or
disclosing Collaboration Rights, with the expenses for any such preparation,
filing, prosecution and maintenance to be borne by CURIS.
(b) CURIS may elect not to exercise its sole right to prepare, file,
prosecute, obtain and maintain patent applications and patents as described in
Section 5.1(a) above at any time without notice for CURIS Invented Patent Rights
and by giving written notice thereof to AEGERA for AEGERA Invented Patent Rights
or Jointly Invented Patent Rights. Such notice shall specifically identify the
invention(s), patent application(s) and/or patent(s) which are AEGERA Invented
Patent Rights or Jointly Invented Patent Rights for which CURIS wishes to
relinquish such right. Following the receipt of such notice, AEGERA shall have
the right to prepare, file, prosecute, obtain and maintain the patent
application(s) and patent(s) identified in the notice which are AEGERA Invented
Patent Rights or Jointly Invented Patent Rights, at its sole expense.
(c) Each Party agrees to cooperate fully in the preparation, filing,
prosecution, reissue, reexamination, patent term extension and in any other
relevant aspect of any patent applications to be filed or prosecuted pursuant to
this Section 5.1 (a) and (b). Such cooperation includes, but is not limited to:
(i) executing all papers and instruments, and requiring its
employees or agents or independent contractors, to execute
such papers and instruments, so as to effectuate the
ownership of such patent applications and any patents
thereon and to enable the filing and prosecution of
applications in any country as contemplated herein; and
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Curis-Aegera License and Collaboration (Execution Copy)
(ii) promptly informing the other Party of any matters coming to
such Party's attention that may affect the preparation,
filing, or prosecution of any such patent applications.
(d) The Party prosecuting the AEGERA Invented Patent Rights and/or
Jointly Invented Patent Rights will keep the other party informed of the course
of such patent prosecution and will give such other party the right to review
and comment on all substantive filings and correspondence with patent
authorities ( the "Patent Correspondence") and the prosecuting party shall in
good faith reasonably consider all reasonable comments of the other party with
respect to such prosecution efforts.
5.2 Patent Filing for AEGERA Technologies.
-------------------------------------
(a) CURIS shall have the sole right (but not the obligation) to prepare,
file, prosecute, obtain and maintain patent applications and patents covering or
disclosing AEGERA Technologies, with the expenses for any such preparation,
filing, prosecution and maintenance to be borne by CURIS.
(b) CURIS may elect not to exercise its sole right to prepare, file,
prosecute, obtain and maintain patent applications and patents as described in
Section 5.2(a) above at any time by giving written notice thereof to AEGERA.
Such notice shall specifically identify the invention(s), patent application(s)
and/or patent(s) for which CURIS wishes to relinquish such right. Following the
receipt of such notice, AEGERA shall have the right to prepare, file, prosecute,
obtain and maintain the patent application(s) and patent(s) identified in the
notice, at its sole expense, and CURIS shall no longer have license rights under
such patents and patent applications.
(c) Each Party agrees to cooperate fully in the preparation, filing,
prosecution, reissue, reexamination, patent term extension and in any other
relevant aspect of any patent applications to be filed or prosecuted pursuant to
this Section 5.2 (a) and (b). Such cooperation includes, but is not limited to:
(i) executing all papers and instruments, and requiring its
employees or agents or independent contractors, to execute
such papers and instruments, so as to effectuate the ownership
of such patent applications and any patents thereon and to
enable the filing and prosecution of applications in any
country as contemplated herein; and
(ii) promptly informing the other Party of any matters coming to
such Party's attention that may affect the preparation,
filing, or prosecution of any such patent applications.
(d) Curis will keep AEGERA and McGill, to the extent a McGill inventor is
listed on the patent application or patent, informed of the course of such
patent prosecution and will give AEGERA the right to review and comment on all
substantive filings and correspondence with patent authorities and shall in good
faith reasonably consider all reasonable comments of AEGERA with respect to such
prosecution efforts.
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Curis-Aegera License and Collaboration (Execution Copy)
5.3 Infringement by Third Parties.
-----------------------------
(a) Notice of Infringement. If, during the Agreement Term, AEGERA learns
----------------------
of any infringement or threatened infringement by a third party of any right
licensed or assigned hereunder or CURIS learns of any infringement or threatened
infringement by a third party of any right licensed hereunder in the field of
ophthalmic diseases and disorders or other indications that have reverted to
AEGERA under Section 7.4, each Party shall promptly notify the other, as the
case may be, and shall provide the other Party with available evidence of such
infringement.
(b) Infringement.
------------
(i) Following prior consultation with AEGERA and XxXxxx, XXXXX
shall have the sole right (but not the obligation), at its own
expense, to bring suit (or other appropriate legal action)
against any actual or suspected infringement of any
Collaboration Rights or rights under the AEGERA Technologies.
Following prior consultation with AEGERA and XxXxxx, XXXXX
shall have sole control over such litigation and any
settlement thereunder. If, however, AEGERA provides to CURIS a
request in writing requesting the right to bring suit for
infringement in the field of ophthalmic diseases and disorders
or other indications that have reverted to AEGERA under
Section 7.4 and CURIS does not bring suit (or other
appropriate legal action) for such infringement within 120
days after such request, AEGERA shall have the right, at its
own expense, to bring such suit for infringement solely in the
field of ophthalmic diseases and disorders or other
indications that have reverted to AEGERA under Section 7.4. In
the case of such suit brought by AEGERA where the validity or
unenforceability of a patent under the AEGERA Technologies or
the Collaboration Rights is contested, CURIS shall have the
right to participate in the suit at CURIS' own expense.
(ii) Any amount recovered in a suit brought by CURIS under
subparagraph (b)(i) above, whether by judgment or settlement,
shall first be applied to reimburse the costs and expenses
(including attorneys' fees) of CURIS. With regard to the
amount remaining, Curis shall pay to AEGERA the royalty amount
that would have been due for the sale of such Product if the
amount remaining were considered Net Sales. Any amount
received by AEGERA shall be for AEGERA's benefit.
5.4 Cooperation. Following prior consultation with AEGERA and McGill, AEGERA
-----------
and CURIS shall execute, and, to the extent it is within AEGERA's ability,
AEGERA shall cause McGill to execute all reasonably necessary papers and perform
such other reasonable acts (other than monetary) as may be reasonably required
to maintain any infringement suit brought in accordance with Section 5.3 above
(including giving legal consent for bringing such suit and agreeing to be named
as a plaintiff or otherwise joined in such suit).
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Curis-Aegera License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
6. Grant of Rights.
6.1 Grant to CURIS. AEGERA grants to CURIS and its Affiliates an exclusive world
--------------
wide license, with the right to sublicense (subject to any conditions imposed on
sublicensing pursuant to the McGill Rights) under the AEGERA Technologies to
make, have made, use, have used, sell, have sold, offer for sale, have offered
for sale, import, have imported, or export, or have exported any Product in any
field (except the excluded field and indications specified below); provided,
however, that the license from AEGERA to CURIS shall not include a license to
therapeutic, prophylactic, or diagnostic products derived from [**] solely in
the field of [**] diseases and disorders or any indications that have reverted
to AEGERA under Section 7.4.
6.2 Grant to AEGERA. CURIS grants to AEGERA an exclusive, royalty free license,
----------------
with the right to sublicense, under the AEGERA Invented Patent Rights and
Jointly Invented Patent Rights to make, have made, use, have used, sell, have
sold, offer for sale, have offered for sale, import, have imported, or export,
or have exported therapeutic, prophylactic, or diagnostic products derived from
[**] solely in the field of [**] diseases and disorders or other indications
that have reverted to AEGERA under Section 7.4.
6.3 Diligence. CURIS shall use commercially reasonable and diligent efforts to
---------
develop and commercialize Products. CURIS agrees to provide AEGERA with
progress reports every [**] outlining its efforts to develop and commercialize
Products, including details of regulatory filings and clinical development
progress. If CURIS has elected [**] indication in a field pursuant to Section
7.4(a) and if the progress reports demonstrate that commercially reasonable,
demonstrable, good faith efforts and/or progress towards development and
commercialization of said indication have not been made for a [**]consecutive
period, then rights solely under the AEGERA Technologies and solely to that
indication shall revert to AEGERA and CURIS shall negotiate in good faith with
AEGERA to license to AEGERA under reasonable terms rights under the
Collaboration Rights to such indication commensurate with the investment made by
CURIS in the development of such indication. If CURIS has elected more than one
indication in a field pursuant to Section 7.4(b) and if the progress reports
demonstrate that commercially reasonable, demonstrable, good faith efforts
and/or progress towards development and commercialization have not been made for
a [**] consecutive period for at least [**] of such indications in such field,
then rights solely under the AEGERA Technologies and solely to such indications
in such field shall revert to AEGERA and CURIS shall negotiate in good faith
with AEGERA to license to AEGERA under reasonable terms rights under the
Collaboration Rights to such indications in such field commensurate with the
investment made by CURIS in the development of such indication.
6.4 Cross License. CURIS and AEGERA agree to negotiate in good faith to cross
-------------
license under commercially reasonable terms any CURIS or AEGERA technology owned
or Controlled by such Party (not specifically covered by this agreement) that is
required to [**] resulting from [**] technology.
11
CURIS - AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
7. Payments and Royalties.
7.1 Signature Fee. CURIS shall pay AEGERA $[**] within 90 days of the Effective
-------------
Date and AEGERA acknowledges receipt of the $[**] payment made under the Binding
Letter Agreement between the Parties, effective January 5, 2001.
7.2 Research Support.
----------------
(a) During the Research Term, CURIS shall provide AEGERA with financial
support for the Research Program for AEGERA 's Scientific FTEs (as documented to
the reasonable satisfaction of CURIS) at an initial rate of $[**] per Scientific
FTE. The FTE payment rate payable pursuant to this Section 7.2(a): (i) shall be
adjusted annually in proportion to the percentage increase or decrease in the
U.S. Consumer Price Index, unless otherwise agreed upon by the Parties in
writing; or (ii) shall be adjusted as agreed upon by the Parties in writing as
required to fulfill the obligations of the Research Plan. The number of AEGERA's
Scientific FTEs for each year of the Research Term will be set forth in the
applicable Research Plan; provided that total number shall be not less than [**]
Scientific FTEs in any one year period.
(b) Research funding payments shall be made in advance to AEGERA in four
quarterly payments during each year of the Research Term (i.e., on or before
April 1, July 1, October 1 and January 1 of each year for use in the next
quarter). An initial payment will be made to AEGERA within 90 days of the
Effective Date, pro-rated to cover the remainder of such calendar quarter. The
last payment to AEGERA for the Research Program shall be pro-rated to the end of
the Research Term.
(c) If the Research Term is terminated by CURIS pursuant to this Agreement,
CURIS shall continue to provide AEGERA with financial support for the terminated
Research Program for the number of AEGERA Scientific FTEs provided in the then
applicable Research Plan as otherwise provided in this Section 7.2 until the
effective date of the termination following the notice period as provided in
Section 10.3.
(d) Funding provided by CURIS shall only be used to support the Research
Program unless agreed to in writing by the Parties.
7.3 Equity Purchases and Conveyances. CURIS shall purchase, by March 30, 2001,
--------------------------------
$250,000 of AEGERA common stock at $2 per share. In the event the price per
common share of AEGERA's next round of financing is less than $1.34 a share (at
a Canadian dollar equivalent as determined on the day before closing of said
round) AEGERA shall issue such number of common shares to CURIS having the
effect of making CURIS' entire $250,000 purchase valued at a 50% premium to the
price per share of that round. CURIS shall convey to AEGERA $150,000 (priced at
a 50% premium to the closing price on the day of signing of the Binding Letter
Agreement between the Parties) of CURIS common stock by March 30, 2001.
12
CURIS - AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
7.4 Milestone Payments to Retain CURIS Rights in Indications. CURIS shall make
--------------------------------------------------------
the following payments in order to retain the rights under the AEGERA
Technologies to [**] within a medical field (e.g., the fields of [**] disorders
and diseases) or rights to [**] within a medical field (e.g., [**] within the
field of [**] disorders). Any indication(s) for which an election is not
triggered, as specified below, shall remain with CURIS until such election is
required. In the event of a dispute concerning the validity of any indication,
the Parties shall resolve the dispute by reference to the International
Classification of Diseases, 9th revision, Clinical Modification, published by
the U.S. Department of Health and Human Services.
(a) For the first therapeutic indication within a medical field for which
the AEGERA Technologies or technology covered by the AEGERA Invented Patent
Rights have shown applicability as determined by demonstrations of [**] (to be
defined and agreed upon by the RMC), CURIS shall have [**] to elect said
indication and shall pay AEGERA $[**] if CURIS desires to pursue such
indication. In the event that the data is reasonably considered by CURIS (in
comparison to the RMC definitions and agreement about [**]) in its sole
discretion to be inconclusive, no election shall be required for CURIS to retain
rights to the indication until conclusive data is obtained. If the data is
inconclusive or if the determined timelines have not been met, the RMC may
extend the Research Plan in order to obtain more data for showing applicability.
(b) For each additional indication within the same medical field (e.g.,
[**] or treatment of other [**] disorders within the field of cardiovascular
disease) for which the AEGERA Technologies or technology covered by the AEGERA
Invented Patent Rights have shown applicability as determined by demonstrations
of [**] (to be defined and agreed upon by the RMC), CURIS shall have [**] to
elect said indication and shall pay AEGERA $[**] if CURIS desires to pursue such
indication. In the event that the data is reasonably considered by CURIS (in
comparison to the RMC definitions and agreement about [**]) in its sole
discretion to be inconclusive, no election shall be required for CURIS to retain
rights to the indication until conclusive data is obtained. If the data is
inconclusive or if the determined timelines have not been met, the RMC may
extend the Research Plan in order to obtain more data for showing applicability.
(c) Upon payment of a [**] $[**] indication milestone to AEGERA within a
given medical field all rights under the AEGERA Technologies to remaining
indications within that field shall be retained by CURIS excluding indications
where CURIS has chosen not to retain rights by failing to make the election(s)
designated above. The only exception shall be within the field of [**]
disorders whereby it shall take the selection of a [**] indication and an
additional payment of $[**] to retain exclusive rights to all indications within
the field of [**] disorders.
13
CURIS - AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
(d) If CURIS chooses not to make an election as specified above in Section
7.4(a), (b), or (c), then rights solely under the AEGERA Technologies and solely
to that indication shall revert to AEGERA and CURIS shall negotiate in good
faith with AEGERA to license to AEGERA under reasonable terms rights under the
[**] to such indication commensurate with the investment and progress made by
CURIS in the development of such indication.
7.5 Development Milestones.
----------------------
(a) Within [**] of the [**] by CURIS, an Affiliate, sublicensee or other
like person having any rights in the AEGERA Technologies and/or Collaboration
Rights (the "Sublicensee") with the [**] directed to a [**] the Research
Program, CURIS shall pay $[**] to AEGERA.
(b) Within [**] of the occurrence of [**] for CURIS, an Affiliate, or
Sublicensee for each New Drug Application (NDA) or Biologics License Application
(BLA) or foreign equivalent directed to a Product directly developed under the
Research Program, CURIS shall pay $[**] to AEGERA.
(c) Within [**] of the [**] by CURIS, an Affiliate, or Sublicensee with the
[**] directed to a [**] the Research Program, but [**] in the [**] and/or [**]
and/or [**], CURIS shall pay $[**] to AEGERA.
(d) Within [**] of the [**] for CURIS, an Affiliate, or Sublicensee for
each [**] directed to a [**] the Research Program, but [**] in such [**] and/or
[**] and/or [**], CURIS shall pay $[**] to AEGERA.
7.6 Royalty Payments.
----------------
(a) For Cell Products or cell Diagnostic Products which are covered, in the
country where the product is sold, by a Valid Claim, under AEGERA Invented
Patent Rights and/or Jointly Invented Patent Rights:
(i) having more than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(ii) having between $[**] and [**] million in Net Sales per calendar year,
CURIS shall pay [**]% of Net Sales to AEGERA; and
(iii)having less than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(b) For Protein Products or protein Diagnostic Products which are covered,
in the country where the product is sold, by a Valid Claim, under AEGERA
Invented Patent Rights and/or Jointly Invented Patent Rights:
14
CURIS - AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
(i) having more than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(ii) having between $[**] and [**] million in Net Sales per calendar year,
CURIS shall pay [**]% of Net Sales to AEGERA; and
(iii) having less than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(c) For Small Molecule Products and small molecule Diagnostic Products
which are covered, in the country where the product is sold, by a Valid Claim,
under AEGERA Invented Patent Rights and/or Jointly Invented Patent Rights:
(i) having more than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(ii) having between $[**] and [**] million in Net Sales per calendar year,
CURIS shall pay [**]% of Net Sales to AEGERA; and
(iii)having less than $[**] million in Net Sales per calendar year, CURIS
shall pay [**]% of Net Sales to AEGERA;
(d) For Products (i) [**] in the country where the product is sold, (ii)
which are [**] under the Research Program, Curis shall pay to AEGERA [**]% of
the relevant royalty rate specified in Sections 7.6 (a), (b), and (c) above on
the amount of Net Sales above [**] million dollars in each country. Such
payments under this section 7.6(d) shall be due for a period of 10 years from
the first commercial sale in such country.
(e) In the event that CURIS sublicenses or sells any of its rights under
this Agreement, CURIS shall pay AEGERA (i) [**]% of the proceeds or any
royalties received by CURIS for the sale of the Products or rights specified
above; (ii) [**]% of any non-royalty sublicense or purchase cash payments
(excluding equity payments, research, or patent costs) received by CURIS for the
Products or sale of rights specified above in excess of $[**] per indication;
and (iii) [**]% of any non-royalty, non-indication specific, sublicense or
purchase cash payments (excluding equity payments, research or patent costs)
received by CURIS for the sale of Products or rights specified above in excess
of $[**] per year. Any payments made by CURIS to AEGERA under Section
7.6(e)(iii) shall be allocated per indication on a pro forma basis and credited
towards any payments due under Section 7.6(e)(ii).
7.7 Royalty Stacking. Should licensure of additional intellectual property, not
----------------
owned or Controlled by CURIS or an Affiliate of CURIS, be required, as
determined by CURIS in its sole discretion, in order for CURIS or an Affiliate
or Sublicensee to commercialize Products then CURIS shall be entitled to credit
any royalties or non-royalty payments paid by CURIS for such license(s) against
royalties due to AEGERA pursuant to Section 7.6; provided however, that in no
15
CURIS - AEGERA License and Collaboration (Execution Copy)
event shall the royalties due to AEGERA under this Agreement be reduced by more
than [**]%. To the extent that such a license is owned or controlled by a
Sublicensee, the royalty reduction shall apply to payments that are no more than
would be reasonably paid for like rights in an arms length commercial
transaction.
7.8 Currency of Payment. All payments to be made under this Agreement shall be
-------------------
made in United States dollars in Canada to a bank account designated by AEGERA.
Royalties shall be determined in the currency of the country in which they are
earned and then converted to its equivalent in United States currency. The
buying rates involved for the currency of the United States into which the
currencies involved are being exchanged shall be the one quoted by The Wall
Street Journal at the close of business on the last business day of the
quarterly period in which the royalties were earned to determine any such
conversion.
7.9 Payment and Reporting. The royalties due under Section 7.6 shall be paid
---------------------
quarterly, within two months after the close of each calendar quarter, or
earlier if practicable (i.e., on or before the last day of each of the months of
May, August, (November and February), immediately following each quarterly
period in which such royalties are earned. All amounts payable to AEGERA
pursuant to this Agreement shall be made pursuant to the instructions set forth
on Section 7.8. With each quarterly payment, the payer shall furnish the payee a
royalty statement (the "Royalty Statement") setting forth on a country-by-
country basis the total number of units of each royalty-bearing Product sold
hereunder for the quarterly period for which the royalties are due, gross
invoices for such Products, the deductions applied in arriving at Net Sales, and
supporting data sufficient to confirm the accuracy of such calculations.
7.10 Records and Audits. CURIS shall keep complete and accurate records
------------------
pertaining to the development and sale or other disposition of Products in
sufficient detail to permit AEGERA to confirm the accuracy of all payments due
hereunder for a period consistent with CURIS' policies in effect from time to
time but in any event not less than three years from the date of sale of such
Product. AEGERA shall have the right to cause an independent, certified public
accountant reasonably acceptable to CURIS to audit such records to confirm Net
Sales and royalty and other payments for the preceding year. Such audits may be
exercised during normal business hours once a year upon at least 30 working
days' prior written notice to CURIS. AEGERA shall bear the full cost of such
audit unless such audit discloses a variance of more than 5% from the amount of
the Net Sales or royalties or other payments due under this Agreement. In such
case, CURIS shall bear the full cost of such audit.
7.11 Taxes. All income taxes and taxes in lieu of income taxes levied on account
-----
of the payments made by CURIS to AEGERA under this Agreement (including without
limitation milestone and royalty payments) shall be paid by AEGERA for its own
account. If provision is made in law or regulation for withholding, such tax
shall be deducted from the payments made by CURIS to the proper taxing authority
and a receipt of payment of the tax secured and promptly delivered to AEGERA.
Each Party agrees to assist the other Party in claiming exemption from or credit
for such deductions or withholdings under any double taxation or similar
agreement or treaty from time to time in force.
16
CURIS - AEGERA License and Collaboration (Execution Copy)
8. Confidentiality.
8.1 Confidentiality. Subject to Section 8.4, (a) With regard to information that
---------------
must be kept in confidence by CURIS, "Confidential Information" shall mean all
technology, data, materials, products, technical information, commercialization,
clinical and research strategies, know-how and trade secrets falling under the
AEGERA Technologies or falling under the AEGERA technology specified in Section
6.4 provided by AEGERA or under the McGill Contract (the "Disclosing Party") to
CURIS during the Agreement Term. Subject to Section 8.4, with regard to
information that must be kept in confidence by AEGERA, "Confidential
Information" shall mean all technology, data, materials, products, technical
information, commercialization, clinical and research strategies, know-how and
trade secrets falling under the Collaboration Rights either provided by CURIS
(the "Disclosing Party") to AEGERA or generated by AEGERA or a McGill
collaborator pursuant to this Agreement during the Agreement Term or falling
under the CURIS technology specified in Section 6.4 and provided by CURIS to
AEGERA during the Agreement Term. Except as specifically permitted hereunder,
each Party hereby agrees to hold in confidence and not use on behalf of itself
or others Confidential Information, except that the term "Confidential
Information" shall not include: (i) information that is or becomes part of the
public domain through no fault of the non-Disclosing Party or its Affiliates;
(ii) information that is obtained after the date hereof by the non-Disclosing
Party or one of its Affiliates from any Third Party which is lawfully in
possession of such Confidential Information and not in violation of any
contractual or legal obligation to the Disclosing Party with respect to such
Confidential Information; (iii) information that is known to the non-Disclosing
Party or one or more of its Affiliates prior to disclosure by the Disclosing
Party, as evidenced by the non-Disclosing Party's written records; and (iv)
information that is required to be disclosed to any governmental authorities or
pursuant to any regulatory filings, but only to the limited extent of such
legally required disclosure and only upon providing the right to the non-
Disclosing Party to contest such disclosure in the appropriate legal forum. (b)
The obligations of this Article 8 shall survive for 5 years following the
expiration or termination of this Agreement.
8.2 Permitted Disclosures. Confidential Information may be disclosed to
---------------------
employees, agents, consultants or sublicensees, or potential sublicensees or
potential business partners of the non-Disclosing Party or its Affiliates, but
only to the extent required to accomplish the purposes of this Agreement and
only if the non-Disclosing Party obtains prior agreement from its employees,
agents, consultants and sublicensees to whom disclosure is to be made to hold in
confidence and not make use of such information for any purpose other than those
permitted by this Agreement. Each Party will use at least the same standard of
care as it uses to protect proprietary or confidential information of its own to
ensure that such employees, agents, consultants, sublicensees, potential
sublicensees or potential business partners do not disclose or make any
unauthorized use of the Confidential Information. Notwithstanding any other
provision of this Agreement, each Party may disclose the terms of this Agreement
to lenders, investment bankers and other financial institutions of its choice
solely for purposes of financing the business operations of such Party either
(i) upon the written consent of the other Party or (ii) if the disclosing Party
obtains a signed confidentiality agreement with such financial institution with
respect to such information, upon terms substantially similar to those contained
in this Article 8.
17
CURIS - AEGERA License and Collaboration (Execution Copy)
8.3 Publication. Subject to Section 8.4, the Parties shall cooperate in
-----------
appropriate publication of the results of research and development work
performed pursuant to the Research Programs, but subject to the predominating
interest to obtain patent protection for any patentable subject matter. To this
end, prior to any public disclosure of such results, the Party (or XxXxxx
University) proposing disclosure shall send the other Party a copy of the
information to be disclosed (or in the case where XxXxxx University is proposing
disclosure, the copy of the information shall be sent to CURIS), and shall allow
the other Party (i.e., CURIS, where XxXxxx University is proposing disclosure)
30 days from the date of receipt in which to determine whether the information
to be disclosed contains subject matter for which patent protection should be
sought prior to disclosure, or otherwise contains Confidential Information of
the reviewing Party. Subject to Section 8.4, the Party (or XxXxxx University)
proposing disclosure shall be free to proceed with the disclosure unless prior
to the expiration of such 30-day period the non-disclosing Party (i.e., CURIS,
where XxXxxx University is proposing disclosure) notifies the other Party that
the disclosure contains subject matter for which patent protection should be
sought or Confidential Information of the non-disclosing Party, and the Party
proposing publication (or XxXxxx University) shall then delay public disclosure
of the information for an additional period to be mutually agreed upon to permit
the preparation and filing of a patent application on the subject matter to be
disclosed or for the Parties to determine a mutually acceptable modification to
such publication to protect the Confidential Information of the non-disclosing
Party adequately. Subject to Section 8.4, the Party proposing disclosure (or
XxXxxx University) shall thereafter be free to publish or disclose the
information. The determination of authorship for any paper shall be in
accordance with accepted scientific practice.
8.4 Notwithstanding anything to the contrary herein, all rights and obligations
of CURIS and AEGERA under this Article 8 shall be subject to Article 16 of the
Research Agreement between McGill and AEGERA dated September 1, 1999 and
exclude, in the case of AEGERA the [**] diseases and disorders or other
indications that have reverted to AEGERA under Section 7.4.
9. Representations And Warranties.
9.1 Legal Authority. Each Party represents and warrants to the other that it has
---------------
the legal power, authority and right to enter into this Agreement and to perform
its respective obligations set forth herein.
9.2 Valid Rights and Licenses. Each Party represents and warrants that it has
-------------------------
authority to grant the rights and licenses set forth in this Agreement. AEGERA
further represents and warrants to CURIS that as of the Effective Date, other
than in respect of CURIS due diligence findings, AEGERA has not received written
notice of and there are no claims pending or, to the best of its knowledge,
threatened that the AEGERA Technologies violate or conflict with the patent
rights of any Third Party or that the AEGERA Technologies are invalid or
unenforceable. It is understood that AEGERA does not presently have the right to
assign any XxXxxx University rights in relation to the AEGERA Technologies.
9.3 No Conflicts. Each Party represents and warrants that as of the Effective
------------
Date it is not a Party to any agreement or arrangement with any Third Party or
under any obligation or restriction, including pursuant to its Certificate of
Incorporation or By-Laws or other charter
18
CURIS - AEGERA License and Collaboration (Execution Copy)
documents, which in any way limits or conflicts with its ability to fulfill any
of its obligations under this Agreement. It is understood that AEGERA does not
presently have the right to assign any XxXxxx University rights in relation to
the AEGERA Technologies.
9.4 Disclaimer. Except as expressly set forth in this Agreement, EACH PARTY
MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE INFORMATION, MATERIALS,
SOFTWARE AND OTHER TECHNOLOGY PROVIDED HEREUNDER WILL NOT INFRINGE ANY PATENT,
COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF ANY THIRD PARTY. NEITHER PARTY MAKES
ANY WARRANTY OF ANY KIND AS TO THE PATENTABILITY OF ANY DISCOVERY MADE OR
TECHNOLOGY DEVELOPED UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS
AGREEMENT PROVIDES FOR AN INNOVATIVE PROGRAM UTILIZING NEW TECHNOLOGIES AND THAT
NO WARRANTY IS MADE AS TO THE UTILITY OF ANY INFORMATION, MATERIALS, SOFTWARE OR
OTHER TECHNOLOGY PROVIDED HEREUNDER.
10. Term and Termination.
10.1 Term. The term of this Agreement shall commence upon the Effective Date and
----
shall expire upon the expiration of all financial obligations that CURIS is
required to pay under this Agreement, unless earlier terminated as provided in
this Agreement.
10.2 Termination for Breach.
----------------------
(a) Breach by AEGERA. If AEGERA breaches a material term of this
----------------
Agreement at any time, and has not cured such breach within 60 days after
written notice thereof from CURIS, then CURIS shall have the right to terminate
this Agreement effective upon written notice thereof, whereupon all rights and
obligations of the Parties under this Agreement shall terminate (except for
those provisions explicitly stated herein to survive termination), including
CURIS's commitment to purchase shares of AEGERA Common Stock (if such commitment
has not already been satisfied at the time of termination). AEGERA shall cease
use of and return to CURIS, or at CURIS's request, destroy all tangible property
under the Collaboration Rights (other than as necessary to practice a maintained
license under Section 6.2 as specified below) under its possession and control.
AEGERA's license under Section 6.2 shall terminate unless AEGERA desires to
continue the license in which case reasonable compensation for the continuation
of the license shall be determined through Arbitration, bearing in mind that
such license has been granted royalty-free to AEGERA under this Agreement.
CURIS's license to AEGERA Technologies under Section 6.1 shall survive
termination under this Section 10.2(a), with reasonable compensation for the
license to be determined through Arbitration.
(b) Breach by CURIS. If CURIS breaches a material term of this Agreement at
---------------
any time, and has not cured such breach within 60 days (or within 30 days in the
event of a material breach by CURIS of its obligations to make any payments due)
after written notice thereof from AEGERA, then AEGERA shall have the right to
terminate this Agreement effective upon written
19
CURIS - AEGERA License and Collaboration (Execution Copy)
notice thereof, whereupon all rights and obligations of the Parties under this
Agreement shall terminate (except for those provisions explicitly stated herein
to survive termination). AEGERA shall cease use of and return to CURIS, or at
CURIS's request, destroy all tangible property under the Collaboration Rights
(other than as necessary to practice a maintained license under Section 6.2 as
specified below) under its possession and control. AEGERA's license under
Section 6.2 shall survive termination under this Section 10.2(b), with
reasonable compensation for the license to be determined through Arbitration,
bearing in mind that such license has been granted royalty-free to AEGERA under
this Agreement. CURIS's license to AEGERA Technologies under Section 6.1 shall
terminate unless CURIS desires to continue the license in which case reasonable
compensation for the continuation of the license shall be determined through
Arbitration. If CURIS breaches a material term related to a specific indication,
AEGERA shall have the right only to terminate the rights and obligations
directed to that specific indication.
10.3 CURIS Termination of the Research Term.
--------------------------------------
(a) CURIS shall have the right to terminate the Research Term at any time,
effective immediately upon notice, at its sole discretion but (1) not before 12
months have elapsed after the Effective Date and (2) not without an additional
six month "wind-down" period in which current activities outside of CURIS (e.g.,
agreement-related research and development activities at McGill or AEGERA) are
continued for an additional six month period after notification of termination
of the Research Term. Effective 15 days after notification of termination of
the Research Term, AEGERA shall cease use of and shall return to CURIS, or at
CURIS's request, destroy all tangible property under the Collaboration Rights
(other than as necessary to practice a maintained license under Section 6.2 as
specified below) under AEGERA's possession and control, except for such tangible
property that is necessary for AEGERA to complete the wind-down period.
Effective 15 days after the end of the wind-down period, AEGERA shall cease use
of and shall return to CURIS, or at CURIS's request, destroy all remaining
tangible property under the Collaboration Rights (other than as necessary to
practice a maintained license under Section 6.2 as specified below) under
AEGERA's possession and control. Effective immediately upon notice to AEGERA of
termination of the Research Term, CURIS shall no longer be obligated to fulfill
any of its obligations under the Research Program except for the obligation to
provide financial support during the wind-down period as specified in Section
7.2(c) and this Section 10.3. Notwithstanding termination of the Research Term,
AEGERA's license under Section 6.2 shall survive termination of the Research
Term.
(b) CURIS shall have the right to terminate the Research Term if (1) the
McGill Contract is not obtained as specified in Section 2.2 or (2) if AEGERA is
unable, using reasonable efforts, to materially satisfy the objectives listed in
items III-V of the letter to AEGERA of March 7, 2001. Such termination shall be
effective immediately upon notice by CURIS to AEGERA of such termination.
Immediately upon notice, AEGERA shall cease use of and shall return to CURIS, or
at CURIS's request, destroy all remaining tangible property under the
Collaboration Rights under AEGERA's possession and control.
(c) CURIS shall have the right to terminate the Research Term if Xx. Xxxxx
Xxxxxx is not or stops being the principal investigator of the Research Program.
Such termination shall be
20
CURIS - AEGERA License and Collaboration (Execution Copy)
effective upon 45 days notice by CURIS to AEGERA of such termination provided
that AEGERA shall be entitled to prevent such termination if it is able to cause
Xx. Xxxxx Xxxxxx to resume her work at McGill or another equivalent institution
within said 45 day period, provided that CURIS has the same rights in such
resumed work. If AEGERA is unable to obtain for CURIS the same rights in such
resumed work, AEGERA shall waive any non-compete agreements between Xxxxx Xxxxxx
and AEGERA. Immediately upon notice, AEGERA shall cease use of and shall return
to CURIS, or at CURIS's request, destroy all remaining tangible property under
the Collaboration Rights under AEGERA's possession and control except that
AEGERA's license under Section 6.2 shall remain in effect.
(d) If the Research Term has not been terminated within 12 months after the
Effective Date then CURIS shall provide an additional payment of $[**] to
AEGERA.
(e) For the sake of clarity, it is understood that termination of the
Research Term under this Section 10.3, shall not, by itself, cause termination
of the Agreement Term.
10.4 CURIS Termination of a License. At any time during the Agreement Term,
------------------------------
CURIS can at its sole discretion terminate a license (as licensee) to any
specific indication for which CURIS has rights hereunder, upon 90 days notice.
After such notice period all rights and obligations of the Parties under this
Agreement related to such terminated license shall terminate (except for those
provisions explicitly stated herein to survive termination). If CURIS
terminates all indications under this Section 10.4, then the Agreement shall
terminate with the effect specified in 10.3(b).
10.5 Effect of Bankruptcy. If, during the Research Term, either Party files a
--------------------
voluntary petition in bankruptcy, is adjudicated a bankrupt, makes a general
assignment for the benefit of creditors, admits in writing that it is insolvent
or fails to discharge within 15 days an involuntary petition in bankruptcy filed
against it, then the Research Term and the entirety of this Agreement may be
immediately terminated by the other Party with the effect of termination as
specified in Section 10.2 for the respective Party.
10.6 Remedies. In the event of any breach of any provision of this Agreement, in
--------
addition to the termination rights set forth herein, each Party shall have all
other rights and remedies at law or equity to enforce this Agreement.
11. Arbitration and Governing Law.
11.1 Arbitration. Any controversy arising under or related to this Agreement,
-----------
and any disputed claim by either Party against the other under this Agreement,
shall be settled by arbitration as specified in this Section 11.1
("Arbitration"). Each Party also hereby irrevocably and unconditionally consents
to submit to binding arbitration in New York City, New York, under the auspices
and then existing rules of the American Arbitration Association of New York
City, New York for any disputes, actions, suits or other proceedings (excluding
any dispute relating to patent validity or infringement arising under this
Agreement) arising out of or relating to this Agreement. AEGERA and CURIS shall
select an arbitrator with relevant experience in the biopharmaceutical industry,
the arbitrator to be mutually agreed upon in writing by AEGERA and
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CURIS - AEGERA License and Collaboration (Execution Copy)
CURIS within 30 days upon the request by either Party for arbitration. The
Parties recognize that time is of the essence and agree that the arbitration
shall be conducted as quickly as possible, and concluded within three months, or
sooner if possible, from the date of request for arbitration. The decision of
the arbitration shall be final, binding and enforceable as set forth in Section
11.2. In the event that the Parties cannot agree on an arbitrator, the Parties
agree to submit to an arbitrator selected by the American Arbitration
Association.
11. 2 Governing Law. The rights and obligations of the Parties hereto shall be
--------------
governed by, and shall be construed and enforced in accordance with, the laws of
the state of Delaware regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof. The Parties agree to submit
to the jurisdiction of appropriate Federal or State courts in the State of
Delaware for the purpose of resolving any disputes, actions, suits or other
proceedings arising out of or relating to this Agreement, and for enforcing any
arbitration decision.
12. General Provisions.
12.1 Mutual Indemnification. Each Party (the "Indemnifying Party") agrees to
----------------------
defend, indemnify and hold harmless the other Party and its Affiliates,
employees, agents, officers, directors and permitted from and against any
judgments, settlements, damages, awards, costs (including attorneys' fees and
costs) and other expenses arising out of any claims, actions or other
proceedings by a Third Party (collectively a "Claim") arising out of or
resulting from the development, manufacture, use, promotion, marketing,
handling, storage or sale of any Product by the Indemnifying Party, its
Affiliates, agents, consultants, or sublicensees, except to the extent that such
Claim arises out of or results from the gross negligence or willful misconduct
of the Party claiming a right of indemnification under this Section 12.1. In the
event either Party seeks indemnification under this Section 12.1, it shall
inform the Indemnifying Party of a Claim as soon as reasonably practicable after
it receives notice of the Claim, shall permit the Indemnifying Party to assume
direction and control of the defense of the Claim (including the right to settle
the Claim solely for monetary consideration), and shall cooperate as requested
(at the expense of the other Party) in the defense of the Claim. The obligations
set forth in this Section shall survive the expiration or termination of this
Agreement.
12.2 Assignment. This Agreement shall not be assignable by either Party without
----------
the prior written consent of the other Party, such consent not to be
unreasonably withheld or delayed, except a Party may make such an assignment
without the other Party's consent to Affiliates or to a successor to
substantially all of the pharmaceutical business of such Party, whether in
merger, sale of stock, sale of assets or other transaction; provided that notice
of such assignment is provided to the other party. However, in the event of
such transaction, no intellectual property rights of any Affiliate or Third
Party that is an acquiring party shall be included in the technology licensed
hereunder. This Agreement shall be binding upon and inure to the benefit of the
Parties' successors, legal representatives and assigns.
12.3 Non-Waiver. The waiver by either of the Parties of any breach of any
----------
provision hereof by the other Party shall not be construed to be a waiver of any
succeeding breach of such provision or a waiver of the provision itself.
22
CURIS-AEGERA License and Collaboration (Execution Copy)
12.4 Partial Invalidity. If and to the extent that any court or tribunal of
-------------------
competent jurisdiction holds any of the terms or provisions of this Agreement,
or the application thereof to any circumstances, to be invalid or unenforceable
in a final nonappealable order, the Parties shall use their best efforts to
reform the portions of this Agreement declared invalid to realize the intent of
the Parties as fully as practicable, and the remainder of this Agreement and the
application of such invalid term or provision to circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby,
and each of the remaining terms and provisions of this Agreement shall remain
valid and enforceable to the fullest extent of the law.
12.5 Headings. The headings appearing herein have been inserted solely for the
--------
convenience of the Parties hereto and shall not affect the construction, meaning
or interpretation of this Agreement or any of its terms and conditions.
12.6 No Implied Licenses or Warranties. No right or license under any patent
---------------------------------
application, issued patent, know-how or other proprietary information is granted
or shall be granted by implication. All such rights or licenses are or shall be
granted only as expressly provided in the terms of this Agreement. Neither Party
warrants that (i) the Research Program shall achieve any of the research
objectives contemplated by them or (ii) any clinical or other studies will be
successful.
12.7 Force Majeure. No failure or omission by the Parties hereto in the
-------------
performance of any obligation of this Agreement shall be deemed a breach of this
Agreement nor shall it create any liability if the same shall arise from any
cause or causes beyond the reasonable control of the affected Party, including,
but not limited to, the following, which for purposes of this Agreement shall be
regarded as beyond the control of the Party in question: acts of nature; acts or
omissions of any government; any rules, regulations, or orders issued by any
governmental authority or by any officer, department, agency or instrumentality
thereof; fire; storm; flood; earthquake; accident; war; rebellion; insurrection;
riot; invasion; strikes; labor lockouts, locusts, or other plagues of biblical
proportion; provided that the Party so affected shall use its best efforts to
avoid or remove such causes of nonperformance and shall continue performance
hereunder with the utmost dispatch whenever such causes are removed.
12.8 Survival. Section 4.1, 10.2 and 10.3 and Articles 5, 9, 11, and 12 (other
--------
than Section 12.16) shall survive the termination or expiration of this
Agreement. Section 6.4 shall survive expiration of this Agreement and any
termination of this Agreement other than termination for breach.
12.9 Entire Agreement. This Agreement, including the appendices and schedules
----------------
hereto, together constitute the entire understanding between the Parties with
respect to the subject matter contained herein and supersedes any and all prior
agreements, understandings and arrangements whether oral or written between the
Parties relating to the subject matter hereof.
12.10 Amendments. No amendment, change, modification or alteration of the terms
----------
and conditions of this Agreement shall be binding upon either Party unless in
writing and signed by the Party to be charged.
23
CURIS-AEGERA License and Collaboration (Execution Copy)
12.11 Independent Contractors. It is understood that both Parties hereto are
-----------------------
independent contractors and are engaged in the operation of their own respective
businesses, and neither Party hereto is to be considered the agent or partner of
the other Party for any purpose whatsoever. Neither Party has any authority to
enter into any contracts or assume any obligations for the other Party or make
any warranties or representations on behalf of the other Party.
12.12 Notice. Any notice to be given to a Party under or in connection with this
------
Agreement shall be in writing and shall be (i) personally delivered, (ii)
delivered by a nationally recognized overnight courier, (iii) delivered by
certified mail, postage prepaid, return receipt requested or (iv) delivered via
facsimile, with receipt confirmed, to the Party at the address set forth below
for such Party:
To CURIS:
Xxx X. Xxxxx, Ph.X
Xxxxx, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
With a copy to:
Xxxxxx X. Xxxxxxx
Xxxxx, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
To AEGERA:
Xxx Xxxxxx, Ph.D.
AEGERA Therapeutics, Inc.
000 Xxxxxx xx Xxxx, Xxx des Soeurs (Montreal)
Xxxxxx, X0X 0X0
XXXXXX
With a copy to:
Xxxxxxx Xxxxx
AEGERA Therapeutics, Inc.
000 Xxxxxx xx Xxxx, Xxx des Soeurs (Montreal)
Xxxxxx, X0X 0X0
XXXXXX
or to such other address as to which the Party has given written notice thereof.
Such notices shall be deemed given upon receipt.
24
CURIS-AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
12.13 Covenants for Preserving the Value of the AEGERA Technologies. AEGERA will
-------------------------------------------------------------
make all commercially reasonable efforts during the Agreement Term to preserve
the value of the AEGERA Technologies. AEGERA shall take all commercially
reasonable steps to maintain its rights to the AEGERA Technologies, including
(i) complying with all material terms and obligations under any relevant
existing agreements between AEGERA and the McGill Collaborators and/or XxXxxx
University and (ii) diligently prosecuting the AEGERA Patent Applications, to
the extent that AEGERA has control over such prosecution. Where possible, AEGERA
shall obtain applicable additional licenses and/or assignments, and exercise
applicable options, for the rights in and to the AEGERA Technologies so that the
same may be available for use under this Agreement without encumbrance. AEGERA
agrees that it will not modify the McGill Contract or any other agreement which
provides to AEGERA or a Third Party any rights in the AEGERA Technologies or
Collaboration Rights, other than in respect of AEGERA rights under Section 6.2,
without obtaining prior written approval from CURIS. AEGERA shall promptly
notify CURIS in writing of any options available to AEGERA under the AEGERA
Technologies or the Collaboration Rights, other than in respect of AEGERA rights
under Section 6.2. AEGERA shall obtain CURIS' approval in writing prior to any
act or failure to act that would result in the loss of such options.
12.14 Public Announcement. All press releases and public announcements relating
-------------------
to the transactions contemplated by this Agreement will be agreed to and
prepared jointly by CURIS and AEGERA.
12.15 Execution in Counterparts. This Agreement may be executed by the Parties
-------------------------
hereto in two counterparts, each of which shall be deemed to be an original, but
all such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.
12.16 Additional Agreements.
---------------------
(a) In order to assure the value to CURIS of the licenses paid for
under this Agreement and the investment made by CURIS in the Research Program,
AEGERA agrees that it will not, and will cause its Affiliates and consultants
not to, directly or indirectly (i) develop any product derived from stem cell
technology specifically for use or application in any field, with the exception
of therapeutic, prophylactic, or diagnostic products derived from [**] solely in
the field of [**] diseases and disorders and indications that revert to AEGERA
under Section 7.4, (the "CURIS Field") or manufacture, import, market or sell
any product derived from stem cell technology for use or application in the
CURIS Field anywhere in the world during the Agreement Term (it is understood
that AEGERA's work with Xxxxx Xxxxxx, as specified under this Agreement, is not
a violation of this Section 12.16), (ii) conduct research for or with a third
party with respect to any product derived from [**] technology specifically for
use or application in the CURIS Field anywhere in the world during the Agreement
Term, or (iii) grant a license or transfer any right, title or interest to any
third party to any intellectual or tangible property rights (e.g., any patent or
patent application or under any know-how, trade secrets, or copyrights) under
which AEGERA has any right, title or interest giving such third party licensee
or transferee the
25
CURIS-AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
right to make, import use or sell any product derived from stem cell technology
for use or application in the CURIS Field anywhere in the world during the
Agreement Term.
(b) In order to assure the value to AEGERA of the licenses under this
Agreement and the investment made by AEGERA in the Research Program, CURIS
agrees that it will not, and will cause its Affiliates not to directly or
indirectly (i) develop any therapeutic, prophylactic, or diagnostic products
from [**] technology specifically for use in the field of [**] diseases and
disorders (the "AEGERA Field") or manufacture, import, market or sell any
therapeutic, prophylactic, or diagnostic products derived by CURIS from [**]
technology specifically for use in the AEGERA Field anywhere in the world during
the Agreement Term (it is understood that CURIS's work with Xxxxx Xxxxxx, as
specified under this Agreement, is not a violation of this Section 12.16), (ii)
conduct research for or with a third party with respect to any product derived
by CURIS from [**] technology specifically for use or application in the AEGERA
Field anywhere in the world during the Agreement Term, or (iii) grant a license
or transfer any right, title or interest to any third party to any intellectual
or tangible property rights (e.g., any patent or patent application or under any
know-how, trade secrets, or copyrights) under which CURIS has any right, title
or interest giving such third party licensee or transferee the right to make a
product from [**] technology, or import use or sell such a product specifically
for use or application in the AEGERA Field anywhere in the world during the
Agreement Term.
12.17 Small Molecule Products. CURIS agrees to negotiate in good faith with
AEGERA for rights that CURIS desires to any small molecule products to which
AEGERA has rights and which are not developed using stem cell technology.
13. Review of Deal Structure.
13.1 Review of Deal Structure. On the [**] month anniversary of the Effective
------------------------
Date, the Parties will review the structure of the evolving relationship and may
at that time reassign or reallocate responsibilities and obligations (i.e., the
Parties may expand their relationship to include co-marketing rights to certain
products or consider licensing discussions with third parties), upon mutual
written agreement.
26
CURIS-AEGERA License and Collaboration (Execution Copy)
In Witness Whereof, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
CURIS, INC. AEGERA THERAPEUTICS, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxx
_______________________________ ______________________________
Title: Senior Vice President Title: President and CEO
_____________________________ ____________________________
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CURIS-AEGERA License and Collaboration (Execution Copy)
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission.Asterisks denote omissions.
Schedule 1.2
---------------------------------------------------------------------------------------------------------------------
Case No. Case Number Serial/Patent No. Title Status Filing Date Inventors Ancestry
---------------------------------------------------------------------------------------------------------------------
08338-027 60/024,456 Pharmaceuticals Abandoned 08/27/96
containing
multipotential
precursor cells
from tissues
containing sensory
receptors
---------------------------------------------------------------------------------------------------------------------
08338-027 60/024,590 Pharmaceuticals Abandoned 08/26/96
containing
multipotential
precursor cells
from tissues
containing sensory
receptors
---------------------------------------------------------------------------------------------------------------------
[**] [**] [**] [**] [**] [**] [**]
---------------------------------------------------------------------------------------------------------------------
28
CURIS-AEGERA License and Collaboration (Execution Copy)
------------------------------------------------------------------------------------------------------------------------
Case No. Case Number Serial/Patent No. Title Status Filing Date Inventors Ancestry
------------------------------------------------------------------------------------------------------------------------
08338-027 2,213,780 Pharmaceuticals Pending 8/22/97 Xxxxxx et al.
containing
Canada multipotential
precursor cells
from tissues
containing sensory
receptors
------------------------------------------------------------------------------------------------------------------------
29
CURIS-AEGERA License and Collaboration (Execution Copy)
----------------------------------------------------------------------------------------------------------------------------------
Case No. Case Number Serial/Patent No. Title Status Filing Date Inventors Ancestry
----------------------------------------------------------------------------------------------------------------------------------
[**] [**] [**] Unfiled [**]
----------------------------------------------------------------------------------------------------------------------------------
AEG-001CP2CA AEG 001-2CA 08/920,272 Pharmaceuticals 08/22/97 Xxxxxx, 60/024,590
containing Gloster (8/26/96) and
multipotential 60/024,456
precursor cells (8/27/96)
from tissues
containing sensory
receptors
----------------------------------------------------------------------------------------------------------------------------------
[**] [**] [**] [**] Pending [**] [**] [**]
----------------------------------------------------------------------------------------------------------------------------------
30
CURIS-AEGERA License and Collaboration (Execution Copy)
------------------------------------------------------------------------------------------------------------------------------
Case No. Case Number Serial/Patent No. Title Status Filing Date Inventors Ancestry
------------------------------------------------------------------------------------------------------------------------------
[**] [**] [**] [**] Pending [**] [**] [**]
------------------------------------------------------------------------------------------------------------------------------
CUR-120CPPC PCT/CA01/00047 Multipotent neural
stem cells from
peripheral tissues
and uses thereof
------------------------------------------------------------------------------------------------------------------------------
31
CURIS-AEGERA License and Collaboration (Execution Copy)
SCHEDULE 2.5
May 27, 1999 Agreement between Exogen Neurosciences (Aegera
predecessor), MedTech, T/2/C/2/, Xxxxx Xxxxxx, and
Xxxxx Xxxxxx [**].
September 1, 1999 Research Agreement between XxXxxx University and
Exogen Neurosciences (Aegera predecessor).
January 11, 2000 License agreement between XxXxxx University and Exogen
Neurosciences (Aegera predecessor).
September 27, 2000 Letter agreement between Aegera, MedTech, T/2/C/2/,
Xxxxx Xxxxxx, and Xxxxx Xxxxxx [**].
March 9, 2001 Letter agreement between Aegera, XxXxxx University,
and Xxxxx Xxxxxx extending the research agreement by
three (3) months [**])
March 14, 2001 Letter agreement between Aegera, MedTech, T/2/C/2/,
Xxxxx Xxxxxx, and Xxxxx Xxxxxx [**].
32
CURIS-AEGERA License and Collaboration (Execution Copy)
SCHEDULE 3.1
REPRESENTATIVES THE PARTIES SHALL APPOINT TO THE RMC
[**]
33
