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LICENSE AND COLLABORATION AGREEMENT

Collaboration Agreement

LICENSE AND COLLABORATION AGREEMENT | Document Parties: ATHEROGENICS INC You are currently viewing:
This Collaboration Agreement involves

ATHEROGENICS INC

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Title: LICENSE AND COLLABORATION AGREEMENT
Governing Law: New York     Date: 3/10/2006
Industry: Biotechnology and Drugs     Law Firm: Arnold Porter     Sector: Healthcare

LICENSE AND COLLABORATION AGREEMENT, Parties: atherogenics inc
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                                                                   EXHIBIT 10.35

             CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS
        OF THIS DOCUMENT MARKED [****] HAVE BEEN REDACTED AND HAVE BEEN
       FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION

                       LICENSE AND COLLABORATION AGREEMENT

                                     BETWEEN

                               ATHEROGENICS, INC.

                                       AND

                             IPR PHARMACEUTICALS, INC.

                                DECEMBER 22, 2005

            THIS CONFIDENTIAL DOCUMENT IS SUBJECT TO A NONDISCLOSURE AGREEMENT
            BETWEEN THE PARTIES HERETO AND MAY NOT BE VIEWED BY, COPIED FOR OR
            DISTRIBUTED TO ANY PERSON NOT SUBJECT TO SUCH NONDISCLOSURE
            AGREEMENT OR NOT AUTHORIZED BY THE PARTIES HERETO.

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                ----
<S>                                                                                                               <C>
1.        DEFINITIONS....................................................................................          1

2.        PRODUCT DEVELOPMENT............................................................................         17
   2.1        Development Plan                                                                                    17
   2.2        Development Activities of the Parties                                                               18

3.        REGULATORY MATTERS.............................................................................         20
   3.1        Regulatory Strategy                                                                                 20
   3.2        Regulatory Responsibility in General                                                                20
   3.3        Regulatory Authority Communications and Cooperation Between the Parties                             23
   3.4        Communications Concerning Product                                                                    24
   3.5        Records                                                                                             24
   3.6        Safety Matters                                                                                       25

4.        COMMERCIALIZATION..............................................................................         25
   4.1        Global Commercialization Team and U.S. Commercialization Team                                        25
   4.2        Commercially Diligent Efforts                                                                       25
   4.3        Commercialization Plan                                                                              26
   4.4         Commercialization Activities of the Parties                                                         26
   4.5        Commercial Manufacturing and Supply of Products                                                     27

5.        DILIGENCE AND COOPERATION......................................................................         27
   5.1        Information Sharing                                                                                 27
   5.2        Diligence Requirements                                                                               28
   5.3        Failure To Use Diligence                                                                            29

6.        GOVERNANCE.....................................................................................         29
   6.1        General                                                                                             29
   6.2        Alliance Managers                                                                                   29
   6.3        Committees                                                                                          30

7.        LICENSES AND COVENANTS.........................................................................         34
   7.1        License Grants to AstraZeneca                                                                       34
   7.2        License Grants to AGIX                                                                              35
   7.3        Rights Acquired from Third Parties                                                                   35
   7.4        Covenants Concerning the Products, the Compound and the Field                                       36

8.        PAYMENTS AND REPORTS...........................................................................         39
   8.1        Upfront Payment                                                                                     39
   8.2        Milestone Payments                                                                                   39
   8.3        Royalties                                                                                           41
   8.4        Adjustments and Changes to Royalty Rates in Certain Circumstances                                   44
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   8.5        Payment; Report                                                                                      48
   8.6        Exchange Rate; Manner and Place of Payment                                                          48
   8.7        Representations and Covenants Concerning Certain Matters                                             51

9.        INTELLECTUAL PROPERTY..........................................................................         51
   9.1        Ownership of Inventions; Obligation to Update                                                       51
   9.2        IPC53                                                                                               52
   9.3        Patent Prosecution                                                                                  55
   9.4        Patent Marking                                                                                       57
   9.5        Infringement by Third Parties                                                                       57
   9.6        Infringement of Third Party Rights                                                                   59
   9.7        Cooperation                                                                                         59
   9.8        Awards and Recovery                                                                                  60
   9.9        Costs                                                                                               60
   9.10       Trademarks                                                                                          61

10.        CONFIDENTIALITY................................................................................         62
   10.1       Nondisclosure Obligation                                                                            62
   10.2       Permitted Disclosures                                                                               63
   10.3       Use of Name                                                                                         64
   10.4       Publicity                                                                                            64
   10.5       Publications                                                                                             65

11.       REPRESENTATIONS AND WARRANTIES.................................................................         65
   11.1       Corporate Existence and Authority                                                                   65
   11.2       Authorized Execution; Binding Obligation                                                             65
   11.3       No Conflicts                                                                                        65
   11.4       All Consents and Approvals Obtained                                                                 66
   11.5       AGIX Representations and Warranties. AGIX represents and warrants to AstraZeneca as
             follows:                                                                                            66
   11.6       Other Agreements                                                                                     68
   11.7       Debarment                                                                                           68
   11.8       Knowledge of Pending or Threatened Litigation                                                        69
   11.9       Pre-Existing Third Party Licenses                                                                   69
   11.10      Disclaimer of Implied Warranties                                                                     70
   11.11      Limitation of Liability                                                                             70
   11.12      Guarantee of Performance of Affiliates                                                              70

12.       INDEMNIFICATION................................................................................         71
   12.1       AstraZeneca Indemnification                                                                         71
   12.2       AGIX Indemnification                                                                                 71
   12.3       Indemnification Procedures                                                                          72
   12.4       Indemnification Payment Adjustments                                                                  73
   12.5       Indemnification Payment                                                                             74
   12.6       Survival                                                                                             74
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
13.       TERM AND TERMINATION...........................................................................         74
   13.1       Term                                                                                                74
   13.2       Condition Precedent                                                                                  74
   13.3       Termination by AstraZeneca                                                                          75
   13.4       Termination for Material Breach or Bankruptcy                                                        76
   13.5       Effects of Termination                                                                              77
   13.6       Non-Exclusive Rights                                                                                81
   13.7       Rights in Bankruptcy                                                                                81
   13.8       Accrued Rights and Obligations; Survival                                                            81

14.       DISPUTE RESOLUTION.............................................................................         82
   14.1       Procedure                                                                                           82
   14.2       Alternative Dispute Resolution                                                                       82
   14.3       Arbitration Procedure                                                                               83
   14.4       Special Rules for Disputes Concerning Diligence Covenant                                             84

15.       MISCELLANEOUS..................................................................................         84
   15.1       Standstill                                                                                          84
   15.2       Termination of Certain Rights Upon AGIX Change of Corporate Control                                 84
   15.3       Assignment                                                                                          85
   15.4       Force Majeure                                                                                        86
   15.5       Further Assurances                                                                                  86
   15.6       Severability                                                                                         86
   15.7       Notices                                                                                             86
   15.8       Jurisdiction and Venue                                                                               87
   15.9       Affiliates                                                                                          87
   15.10      Entire Agreement                                                                                     87
   15.11      Headings                                                                                            87
   15.12      Independent Contractors                                                                             87
   15.13      Waiver                                                                                              88
   15.14      No Third Party Beneficiaries                                                                        88
   15.15      Cumulative Remedies                                                                                  88
   15.16      Counterparts                                                                                        88
   15.17      Waiver of Rule of Construction                                                                       88
</TABLE>

<TABLE>
<S>                  <C>
Exhibit 1A .......   AGIX Compound Patents
Exhibit 1B .......   Co-Promotion Agreement
Exhibit 1C .......   Other AGIX Patents
Exhibit 1D .......   Pre-Existing Third Party Licenses
Exhibit 1E .......   Probucol Analog
Exhibit 1F .......   Transition Services Agreement
Exhibit 11.5 .....   Disclosure Concerning AGIX Representations and Warranties
</TABLE>

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<PAGE>

                       LICENSE AND COLLABORATION AGREEMENT

      This LICENSE AND COLLABORATION AGREEMENT (the "AGREEMENT") is made and is
effective as of December 21, 2005 (the "EXECUTION DATE") by and between
ATHEROGENICS, INC., a corporation organized and existing under the laws of the
State of Georgia ("AGIX"), and IPR PHARMACEUTICALS, INC., a corporation
organized and existing under the laws of Puerto Rico ("ASTRAZENECA").

                                    RECITALS

      A. AGIX is engaged in manufacturing, research and development of
pharmaceutical products and is currently engaged in the development of AGI-1067.

      B. AstraZeneca is engaged in the research, development, manufacture and
marketing of pharmaceutical products. AGIX and AstraZeneca wish to collaborate
in the further clinical development and marketing of the Compound, upon the
terms described in this Agreement and the Related Agreements (as defined
herein).

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the Parties hereby agree as follows:

1. DEFINITIONS

      When used and capitalized in this Agreement (other than the headings of
the Sections and subsections), including the foregoing recitals, the following
terms shall have the meanings assigned to them in this Section and include the
plural as well as the singular. All financial and accounting terms not otherwise
defined in this Agreement, whether capitalized or not, shall have the meanings
assigned to them in accordance with generally accepted accounting principles
based on International Accounting Standards/International Financial Reporting
Standards as in effect from time to time ("GAAP").

      "Accelerated Assumption Payment" has the meaning provided in Section
3.2(c)(i) hereof.

      "Action" has the meaning provided in Section 12.3(a) hereof.

      "ADR" has the meaning provided in Section 14.2 hereof.

      "ADR Request" has the meaning provided in Section 14.2(a) hereof.

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      "Adverse Event" means any adverse medical occurrence in a patient or
clinical investigation subject administered a pharmaceutical product and that
does not necessarily have to have a causal relationship with any treatment,
including as designated under 21 C.F.R. Section 312.32 and any other Applicable
Laws.

      "Adverse Event Report" means any oral, written or electronically
transmitted report of any Adverse Event.

      "Affiliate" means any Person that directly (or indirectly through one or
more intermediaries) controls, is controlled by, or is under common control with
a Party. For purposes of this definition only, the terms "controls,"
"controlled," and "control" means (i) the direct or indirect ability or power to
direct or cause the direction of the management and policies of an entity or
otherwise direct the affairs of such entity, whether through ownership of
equity, voting securities, or beneficial interest, by contract, or otherwise, or
(ii) the ownership, directly or indirectly, of at least 50% of the voting
securities (or other comparable ownership interest for an entity other than a
corporation) of a Party.

      "AGIX Compound Patents" mean those Patents listed in Exhibit 1A, including
all foreign counterparts thereof, as supplemented and updated from time to time
pursuant to Section 9.1(c) hereof.

      "AGIX Indemnitees" has the meaning provided in Section 12.1 hereof.

      "AGIX IP" means the Licensed Patents and AGIX Know-How.

      "AGIX Know-How" means Know-How Controlled by AGIX or any of its Affiliates
on or after the Effective Date that is necessary or useful for the research,
Development, Manufacture, Commercialization, use, sale, offer for sale or
importation of the Compound and Products in the Field.

      "AGIX Losses" has the meaning provided in Section 12.1 hereof.

       "Alliance Manager" has the meaning provided in Section 6.2 hereof.

      "Annualized Quarterly Net Sales" means the Net Sales for a given Calendar
Quarter multiplied by four (4).

      "Applicable Laws" means all applicable statutes, ordinances, regulations,
rules, or orders of any kind whatsoever of any Governmental Authority,
including, without limitation, the FD&C Act, Prescription Drug Marketing Act,
Generic Drug Enforcement Act of 1992 (21 U.S.C. Section 335a et seq.), and
Anti-Kickback Statute (42 U.S.C. Section 1320a-7b et seq.), all as amended from
time to time in the Territory.

                                       2

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      "Approvable Letter" means a written communication from the FDA to the
owner of the application for Regulatory Approval stating that the FDA will not
approve the application, or that the FDA will approve the application if
additional information is submitted or specific conditions are met, pursuant to
21 C.F.R. Section 314.3(b).

      "Arbitration Panel" has the meaning provided in Section 14.3(a) hereof.

      "ARISE Results" means the statistical summary tables for efficacy and
safety of the unblinded efficacy and safety results from the ARISE Study, which
summary tables are determined by a Third Party statistician, mutually agreed to
by the Parties in advance, to be complete and final, analyzed in accordance with
the last Statistical Analysis Plan submitted to the FDA before locking the
database of the ARISE Study for unblinding.

      "ARISE Study" means the pivotal Phase III Study being conducted by AGIX
known as ARISE.

      "AstraZeneca Indemnitees" has the meaning provided in Section 12.2 hereof.

      "AstraZeneca IP" means AstraZeneca Patents and AstraZeneca Know-How.

      "AstraZeneca Know-How" means Know-How Controlled by AstraZeneca or any of
its Affiliates that is necessary or useful for the research, Development,
Manufacture, Commercialization, use, sale, offer for sale or importation of the
Compound and Products in the Field.

      "AstraZeneca Losses" has the meaning provided in Section 12.2 hereof.

      "AstraZeneca Patents" means any Patents Controlled by AstraZeneca or any
of its Affiliates on or after the Effective Date that are necessary or useful
for the Development, Manufacture, Commercialization, use, sale, offer for sale
or importation of the Compound or any Product in the Field.

      "Assumption Date" means the earlier of (i) the date of receipt of U.S. NDA
Approval for the First Product and (ii) the date AstraZeneca pays to AGIX the
Accelerated Assumption Payment.

      "Blocking Patent" means a patent owned or controlled by a Third Party that
contains a Valid Patent Claim that (a) is necessary for the Manufacture or sale
of a Compound or Product; and (b) the Development, use, Manufacture, sale, offer
for sale or importation of such Compound or Product would infringe such Third
Party's patent rights but for the grant of a license to such rights by such
Third Party.

      "Business Combination" means any merger, consolidation, sale or transfer
of all or substantially all of the assets, or other similar transaction to which
AGIX is a party unless, following such transaction or transactions, (i) the
individuals and entities who

                                       3

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were the beneficial owners of the outstanding voting securities of AGIX
immediately prior to such transaction beneficially own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors or similar governing persons of the corporation or other entity
resulting from such transaction ("SUCCESSOR") in substantially the same
proportions as their ownership immediately prior to such transaction of such
outstanding voting securities, and (ii) at least fifty percent (50%) of the
members of the Board of Directors or similar governing body of the Successor
were members of the Board of Directors of AGIX at the time of the execution of
the initial agreement, or the action of the Board of Directors of AGIX,
providing for such transaction.

      "Business Day" means any day other than a Saturday, Sunday or any day that
is a banking holiday in the United States, United Kingdom or Puerto Rico.

      "Calendar Quarter" means the respective periods of three (3) consecutive
calendar months ending on March 31, June 30, September 30 and December 31.

      "Calendar Year" means each successive period of twelve (12) months
commencing on January 1 and ending on December 31.

      "cGCP" means the then current good clinical practices as defined in U.S.
Regulations 21 C.F.R. Sections 50, 54, 56, 312 and 314, (or in the case of
foreign jurisdictions, comparable regulatory standards), the International
Conference of Harmonization (ICH) E6 "Good Clinical Practice: Consolidated
Guidance," and in any successor regulation or any official guidance documents
issued by a Regulatory Authority.

      "cGLP" means the then current good laboratory practice standards as
defined by the FDA pursuant to 21 C.F.R. Part 58 (or in the case of foreign
jurisdictions, comparable regulatory standards), and in any successor regulation
or any official guidance documents issued by a Regulatory Authority.

      "cGMP" means the then-current good manufacturing practices as defined by
the FDA pursuant to 21 C.F.R. Sections 210 and 211 and/or the current
EC-GMP-Directives and relevant EC guidelines and the ECC-GMP-Guide and in any
successor regulation or any official guidance documents issued by a Regulatory
Authority.

      "Change of Corporate Control" means the occurrence of either of the
following:

            (a) a Business Combination involving AGIX; or

            (b) a change in the beneficial ownership of fifty percent (50%) or
      more of AGIX's voting securities (whether in a single transaction or
      series of related transactions) where, immediately after giving effect to
      such change, the legal or beneficial owner of more than fifty percent
      (50%) of AGIX's voting securities is a Third Party or Group, excluding any
      equity investments by venture capitalists or

                                       4

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      investment banks or other non-strategic investors, who alone or with their
      Affiliates, are not themselves in the business of developing and
      commercializing pharmaceutical products.

      "Coated Stent" means a stent coated with a Product for use in the Field.

      "Combination Product" means a Product in final form that includes one or
more pharmaceutically active ingredients other than the Compound, in combination
with the Compound that are sold as a fixed dose or separate doses in a single
package and priced as one item. All references to Product in this Agreement
shall be deemed to include Combination Product(s).

      "Commercialization" means all appropriate activities undertaken before and
after Regulatory Approval pursuant to an approved Commercialization Plan for a
Product or otherwise relating specifically to the marketing, sale and
distribution of Products including, without limitation, (i) sales force
detailing, advertising, education, planning, marketing, sales force training and
distribution, and (ii) scientific and medical affairs.

      "Commercialization Plan" has the meaning provided in Section 4.3(a)
hereof.

      "Commercially Diligent Efforts" means, with respect to the research,
Development, Manufacture or Commercialization by a Party of a Compound or
Product, as the case may be, efforts and resources reasonably used by an entity
of similar resources and expertise as such Party (and in the case of
AstraZeneca, AstraZeneca or its Affiliates), for such similar entity's own
compounds or products (including internally developed, acquired and in-licensed
compounds or products) with similar commercial potential at a similar stage in
their lifecycle (assuming continuing development of such product), taking into
consideration their safety, tolerability and efficacy, the competitiveness of
alternative products, the likelihood of Regulatory Approval, their profitability
(taking into account any payments payable under this Agreement), the extent of
market exclusivity, cost to develop the Compound or Product, health economic
claims, and other similar factors reasonably determined by AstraZeneca to be
relevant. If, at the time of measurement of Commercially Diligent Efforts, the
efforts and resources used by AGIX or AstraZeneca and their Affiliates, as the
case may be, for such entity's own similar compounds and products (other than
the Compound and the Product(s)) are greater than those used by an entity of
similar resources and expertise, then "Commercially Diligent Efforts" shall mean
such entity's level of effort and resources, rather than the efforts and
resources used by an entity with similar resources and expertise.

      "Compete" means, with respect to a pharmaceutical product, that such
product is in the same Uniform System of Classification (USC) class as another
product, as reported by IMS or any comparable successor agency.

                                        5

<PAGE>

      "Competing Generic Product" means, with respect to a Product, a product
(i) having the same active pharmaceutical ingredient as the Compound, and (ii)
that has been approved by applicable Regulatory Authorities for sale in the
Field; provided, however, that a Competing Generic Product shall not include any
product being sold or offered for sale by AstraZeneca or any AstraZeneca
Affiliate.

      "Competing 1067 Product" means any pharmaceutical product that Competes
with the Product.

      "Compound" means AGI-1067, which is [****]; including its
pharmacologically acceptable salts, solvates, hydrates, hemihydrates,
polymorphs, metabolites, free base forms, pro-drugs, esters, tautomers and if
applicable, any isomers, stereoisomers, racemates, enantiomers and all optically
active forms thereof.

      "Compound-Only Issue" means an issue relating to an AGIX Compound Patent
or a claim included within an AGIX Compound Patent that in either case claims,
or is directed to, solely the Compound or solely a Product.

      "Compulsory Sublicense" means a sublicense of the rights granted in this
Agreement entered into by AstraZeneca or an AstraZeneca Affiliate because a
court or other governmental agency of competent jurisdiction has required
AstraZeneca or an AstraZeneca Affiliate to grant to a Third Party rights to
make, have made, use sell, offer to sell or import the Product in a country in
the Territory; provided, however, that any such requirement shall not include a
requirement by a court or other governmental agency of competent jurisdiction
resulting from a merger with or acquisition of or by another company or entity
involving AstraZeneca, or the acquisition by AstraZeneca of other products.

      "Confidential Information" has the meaning provided in Section 10.1
hereof.

      "Control" or "Controlled" means, with respect to any intellectual property
right, that the Party or its Affiliate owns or has a license to such
intellectual property right and has the ability to grant access, a license, or a
sublicense to such intellectual property right to the other Party as provided
for in this Agreement without violating an agreement with, or infringing any
rights of, a Third Person.

      "Co-Promotion Agreement" means the Co-Promotion Agreement between
AstraZeneca Pharmaceuticals LP and AGIX dated as of the Execution Date and
attached hereto as Exhibit 1B.

      "De Minimis Amount" has the meaning provided in Section 15.1 hereof.

      "Development" means the conduct of all activities that are reasonably
required to obtain Regulatory Approval or create other Indications for a
Product, including, without limitation: (i) toxicology, in vitro testing, in
vivo testing, in silico testing, stability testing,

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                       6

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statistical analysis and report writing, packaging and regulatory affairs,
pre-clinical studies and clinical trials in accordance with, to the extent
applicable, the cGLPs, cGCPs and cGMPs or other designated quality standards and
Applicable Laws; (ii) all activities relating to developing the ability to
Manufacture the Compound and Product, including, without limitation,
formulation, delivery technologies and devices, bulk production, fill/finish,
Manufacturing process development, and Manufacturing and quality assurance
technical support; (iii) Manufacture of clinical supplies of the Compound; and
(iv) all interactions with any Regulatory Authority regarding the foregoing.

      "Development Budget" means the budget for Development activities that is
included within each Development Plan, as such budget may be amended or updated
from time to time in accordance with Section 2.1(d).

      "Development Costs" means the reasonable costs incurred by a Party or its
Affiliates for Development of Product(s), as in accordance with the Development
Plan, including without limitation (to the extent included in the Development
Plan): (a) all out-of-pocket costs and expenses, including without limitation
payments to investigators and contract research organizations, data management,
statistical design and analysis, and document preparation; (b) fees incurred in
connection with filings related to Regulatory Approvals; (c) the costs and
expenses of clinical supplies for such efforts as set forth in the Development
Plan, including the cost of clinical supplies of Products, costs and expenses
incurred to purchase or package combination drugs or devices, and costs and
expenses of disposal of clinical samples; (d) the costs of internal scientific,
medical, technical or managerial personnel necessary to conduct the activities
set forth in the Development Plan; and (e) any other costs necessary to conduct
the activities described in the Development Plan.

      "Development Plan Outline" means the outline of the minimum items to be
included in the Development Plan, which outline is contained in a letter
delivered by AGIX to AstraZeneca on the date hereof.

      "Development Plan" means a written rolling three-year plan for the
Development of Product(s), including, without limitation, a budget for such
activities, as such plan may be amended or updated from time to time in
accordance with Section 2.1(d). The Initial Development Plan has been agreed
upon by the Parties and is included in a letter delivered by AGIX to AstraZeneca
on the date hereof.

      "Development Program" means the activities undertaken by AGIX and
AstraZeneca as set forth in the Development Plan.

      "Diabetes" means diabetes mellitus, insulin resistance, and complications
of diabetes, excluding the treatment of diabetic retinopathy using nonsystemic
preparations (such as eyedrops, intraocular injections or local ointments or
creams or eye patches).

      "Dispute" has the meaning provided in Section 14.1(a) hereof.

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                       7

<PAGE>

      "Drug Device" means a combination of the Product and a therapeutic device
and/or a device used to deliver the Compound.

      "Effective Date" has the meaning provided in Section 13.2(a) hereof.

      "Exchange Act" has the meaning provided in Section 15.1 hereof.

      "Exclusive Market Product" means a product (other than a Product) sold or
offered for sale by a person other than AGIX in a country that is the subject of
a Valid Patent Claim directed to the composition of matter or use of such
product in such country.

      "Expanded Field Indication" has the meaning provided in Section 7.4(a)
hereof.

      "FDA" means the U.S. Food and Drug Administration, or any successor
federal agency having responsibility over U.S. Regulatory Approvals.

      "FD&C Act" means the U.S. Federal Food, Drug, and Cosmetic Act, as amended
from time to time (21 U.S.C. Section 301 et seq.), together with any rules and
regulations promulgated thereunder.

      "Field" means intravenous , injectable, solid and all other dosage or
delivery and therapeutic forms (oral and otherwise, and Drug Devices, such as
Coated Stents) to treat, prevent or control atherosclerosis and related
cardiovascular, renovascular, and cerebrovascular indications, including but not
limited to peripheral vascular disease, post- coronary artery by-pass graft
patency, restenosis following percutaneous coronary intervention, carotid artery
disease, acute coronary syndrome, heart failure, stroke, impaired renal
functions and Diabetes. "Field" shall not include any other indications not
described in the preceding sentence, including, without limitation, other
inflammatory and autoimmune diseases such as rheumatoid arthritis, asthma,
chronic obstructive pulmonary disease, psoriasis, inflammatory bowel disease,
and transplant vasculopathy, central nervous system diseases and other
ophthalmic diseases and conditions not expressly included in the Field, such as
treatment of diabetic retinopathy using nonsystemic preparations (such as
eyedrops, intraocular injections or local ointments or creams or eye patches).

      "Final ARISE Results" has the meaning provided in Section 13.3(a).

      "First Commercial Sale" means the date on which a Product is first shipped
in commercial quantities by AstraZeneca, its Affiliates, or Sublicensees, as the
case may be, for commercial sale to Third Persons (other than AstraZeneca's
Sublicensees) in a country in the Territory following Regulatory Approval of
such Product in such country.

      "First Product" means the Product contemplated by the Initial Development
Plan.

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      "GAAP" has the meaning provided in the first paragraph of this Section 1.

      "Generic Competition" means, for a Product sold in a country, a situation
where the following three conditions exist and continue:

            (i) a court or agency of competent jurisdiction has cancelled or
      held invalid or unenforceable claims under the Licensed Patents,
      AstraZeneca Patents or Joint Patents prior to the expiration of the
      Royalty Term for such country, such that a Third Party may, without
      infringing any Licensed Patents, AstraZeneca Patents or Joint Patents and
      without a license from or other agreement from AstraZeneca, sell a
      Competing Generic Product in such country; provided, however, that Generic
      Competition shall be considered to no longer be in effect if such decision
      is reversed or modified such that any such claim in such Licensed Patent,
      AstraZeneca Patent or Joint Patent is reinstated or revalidated on appeal;

            (ii) a Competing Generic Product is being sold to the public in such
      country pursuant to required approvals from applicable Regulatory
      Authorities; and

            (iii) the Net Sales of the Product in such country are reduced by at
      least [****] compared with such Net Sales in such country immediately
      preceding the sale of such Competing Generic Product in such country.

The comparison in clause (iii) above shall be measured for a given Calendar
Quarter by comparing Net Sales in such country for (A) the twelve-month period
immediately preceding and including the three months in such Calendar Quarter,
with (B) the twelve month period preceding and including the month immediately
preceding the month containing the date that AstraZeneca reasonably determines
as the date the Competing Generic Product was first offered for sale to the
public in such country, or was first shipped in such country in commercial
quantities following receipt for such Competing Generic Product of required
regulatory approvals from applicable Regulatory Authorities. Where less than
twelve (12) months of Net Sales for the Product has occurred prior to the first
sale of the Competing Generic Product, Net Sales shall be determined on an
annualized basis.

      "Global Commercialization Team" means AstraZeneca's and its Affiliates'
team responsible for the commercialization of Products throughout the world.

      "Governmental Authority" means any court tribunal, arbitrator, agency,
commission, official or other instrumentality of any federal, state, or other
political subdivision, or supranational body, domestic or foreign.

      "Group" means a group of related Persons deemed a "person" for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended.

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document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

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      "HSR" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

      "Indemnifying Party" means the Party to whom the Indemnitee is entitled to
look for indemnification, pursuant to Section 12.3(a) hereto.

      "Indication" means any use of the Product in the Field as approved by
Regulatory Authorities.

      "Indication Fee" has the meaning provided in Section 7.4(a) hereof.

      "Indication Information" has the meaning provided in Section 7.4(a)
hereof.

      "Indirect Taxes" means value added taxes, sales taxes, consumption taxes
and other similar taxes.

      "Initial Development Plan" means that development plan which AGIX has
previously agreed with the FDA will be completed prior to submission by AGIX of
an NDA for the Product, and which is contained in a letter delivered by AGIX to
AstraZeneca on the date hereof.

      "IPC Patent Counsel" has the meaning provided in Section 9.2(b)(iv)
hereof.

      "IPC" has the meaning provided in Section 6.3(h) hereof.

      "JDC" has the meaning provided in Section 6.3(b) hereof.

      "JMC" has the meaning provided in Section 6.3(a) hereof.

      "Joint Inventions" has the meaning provided in Section 9.1(d) hereof.

      "Joint Patents" has the meaning provided in Section 9.1(e) hereof.

      "Know-How" means all tangible and intangible: (a) techniques, technology,
practices, trade secrets, discoveries, inventions, methods, formulas, knowledge,
know-how, skill, experience, tests, assays, test data and results (including
pharmacological, toxicological, pre-clinical and clinical test data and
results), technical, non-technical, analytical and quality control data, results
or descriptions, drawings, plans, diagrams, software and algorithms; and (b)
compounds, compositions of matter, cells, cell lines, assays, animal models and
physical, biological or chemical material that, in either case, is Controlled by
a Party or the Parties, or Affiliates of a Party on or after the Effective Date
and that is necessary or useful for the Development, Manufacture or
Commercialization of a Compound or Product.

      "Knowledge of AGIX" means the actual knowledge of the following AGIX
employees: any Vice-President or Senior Vice-President of AGIX or higher, the
Chief

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<PAGE>

Executive Officer of AGIX and, with respect to intellectual property matters,
the Director of Legal Affairs and Intellectual Property, and, in the case of
each such officer, such additional knowledge as could be obtained upon
reasonable inquiry of AGIX employees and AGIX records.

      "Licensed Patents" means AGIX Compound Patents and Other AGIX Patents.

      "Licensed Probucol Analog" has the meaning provided in Section 7.4(b)
hereof.

      "Major Market" means any of the following jurisdictions: [****].

      "Manufacture" and "Manufacturing" means, with respect to a Product or
Compound, the synthesis, manufacturing, processing, formulating, packaging,
labeling, holding and quality control testing of such Product or Compound.

      "Material Restructuring" means the transfer to any Third Party by either
Party of more than fifty percent (50%) of its fixed (tangible and intangible)
assets as shown on the balance sheet of the Party at December 31, 2005.

      "Mixed Issue" means an issue relating to a Licensed Patent that is not a
Compound-Only Issue.

      "NDA" means the single application or set of applications (and any other
required registrations, notifications, forms or supplements) for a Product
and/or pre-market approval to make and sell commercially a Product, filed with
the FDA or with a Regulatory Authority anywhere in the Territory.

      "NDA Acceptance" means the acceptance in writing for regulatory filing of
a NDA by the FDA.

      "Net Sales" means the gross invoiced amount on sales of Products to Third
Parties by AstraZeneca, its Affiliates, distributors and Sublicensees (except
for sales by Sublicensees who are parties to Compulsory Sublicenses and for
sales by AstraZeneca to Sublicensees), after deduction of the following items:

            (a) discounts or rebates given that are consistent with
AstraZeneca's group accounting (except for bundled Products as provided below);

             (b) amounts repaid or credited because of rejections, returns,
refunds, recalls and the like;

            (c) rebates and similar payments made with respect to sales paid for
by any government or Regulatory Authority (except for bundled Products);

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            (d) [****] net of the amounts described in clauses (a), (b), (c)
and (e) in this definition, for transportation costs, distribution expenses,
special packaging and related insurance charges;

            (e) taxes, excise taxes, Indirect Taxes, customs duties, customs
levies and import fees paid on the sale, importation, use or distribution of a
Licensed Product; and

            (f) bad debts actually incurred.

      Net Sales shall be calculated (i) using AstraZeneca's internal audited
systems used to report gross invoiced sales as adjusted for any of the items in
clauses (a) through (f) of the preceding sentence, and (ii) consistent with
GAAP, with the exception of bundled Products in clauses (a) and (c), and bad
debts in clause (f), of the preceding sentence. Where any discount or rebate
(including rebates or payments described in clause (a) or (c) of the first
sentence of this definition) is based on sales of a bundled set of products in
which a Product is included, the discount or rebate would be allocated as
actually credited unless the Product receives a higher than pro rata share of
the discount or rebate then the bundled product receives. In such case, the
Product discount or rebate shall be allocated to such Product on no greater than
a pro rata basis based on the sales value (i.e., the unit average selling price
multiplied by the unit volume) of the Product relative to the sales value
contributed by the other products in the bundled set with respect to such sale.

       The calculation of Net Sales for Combination Products is set forth in
Section 8.4(f) hereof and shall be the sole method for calculating Net Sales for
such Combination Products.

      "Noncompulsory Sublicense" means any sublicense of the rights granted in
this Agreement entered into by AstraZeneca or an AstraZeneca Affiliate, other
than a Compulsory Sublicense.

      "Non-Exclusive Market Product" means a product sold or offered for sale by
a person other than AGIX in a country that is not the subject of any Valid
Patent Claim directed to the composition of matter or use of such product in
such country.

      "Other AGIX Patents" means any Patents, other than AGIX Compound Patents,
Controlled by AGIX or any of its Affiliates on or after the Effective Date that
are necessary or useful for the Development, Manufacture, Commercialization,
use, sale, offer for sale or importation of the Compound or any Products in the
Field, including those Patents listed in Exhibit 1C and all foreign counterparts
thereof, as supplemented and updated from time to time pursuant to Section
9.1(d) hereof.

      "Party" or "Parties" means AGIX and/or AstraZeneca.

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filed separately with the Securities and Exchange Commission.
                                                                  
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      "Patent" or "Patents" means (a) United States and non-United States patent
applications (including provisional applications, continuation applications,
continued prosecution applications, continuation-in-part applications,
divisional applications, substitute applications, or abandoned applications and
applications for certificates of invention), including without limitation patent
applications under the International Treaties and Conventions, including the
Patent Cooperation Treaty and the European Patent Convention; (b) any patents
issued or issuing from such patent applications (including certificates of
invention); (c) all patents and patent applications based on, corresponding to,
or claiming the priority date(s) of any of the foregoing; (d) any reissues,
substitutions, confirmations, registrations, renewals, patents of addition,
validations, re-examinations, additions, continuations, continued prosecution
applications, continuations-in-part, or divisionals of or claiming priority to
any of the foregoing; and (e) term extensions, supplementary protection
certificates and other governmental action which provide exclusive rights to a
product beyond the original patent expiration date.

      "Person" means a natural person, a corporation, a partnership, a trust, a
joint venture, a limited liability company, any Governmental Authority or any
other entity or organization.

      "Plaque Regression Claim" means the date that AstraZeneca or its
Affiliates (a) may through its sales representatives promote atherosclerotic
plaque regression in connection with the promotion of a Product in the United
States consistent and in accordance with the FD&C Act and (b) actually
authorizes its sales force to engage in such promotion.

      "Pre-Existing Third Party Licenses" means the Patent Purchase Agreement
between Sampath Parthasarathy, Ph.D. and AtheroGenics, Inc., dated April 26,
1995 and the License Agreement between Emory University and AtheroGenics, Inc.,
dated January 23, 1995, as amended August 3, 2005, as attached hereto as Exhibit
1D.

      "Probucol Analog" has the meaning set forth in Exhibit 1E.

      "Probucol Analog Fee" has the meaning provided in Section 7.4(b) hereof.

      "Probucol Analog Information" has the meaning provided in Section 7.4(b)
hereof.

      "Product" means a pharmaceutical product that contains or incorporates the
Compound, whether in development or approved by any Regulatory Authority,
including all formulations, line extensions and modes of administration
(including, without limitation, all delivery devices, dosage forms or other
peripherals and consumables), including, without limitation, Combination
Products.

                                       13

<PAGE>

      "Product Complaint" means any written, verbal, or electronic expression of
dissatisfaction regarding a Product including, but not limited to, actual or
suspected product tampering, contamination, mislabeling, or wrong ingredients.

      "Product Launch" shall mean the date on which the First Product is first
shipped in commercial quantities by AstraZeneca, its Affiliate or Sublicensee
for commercial sale to Third Persons in the Territory (not Affiliates or
Sublicensees) following Regulatory Approval of such Product.

      "Product Trademarks" means (i) the Trademarks for or relating to any
Products and the registrations thereof, (ii) any pending or future Trademark
registration applications relating to the Products, (iii) any unregistered
Trademark rights relating to the Products as may exist through use prior to or
as of the date hereof, (iv) any current or future modifications or variants of
any of the foregoing rights, and (v) any future Trademarks adopted by
AstraZeneca or its Affiliates for use in connection with the Products.

      "Promotable Diabetes Claim" means that AstraZeneca or its Affiliates (a)
may through its sales representatives promote treatment or prevention of
Diabetes in the United States consistent and in accordance with the FD&C Act and
(b) actually authorizes its sales force to engage in such promotion.

      "Promotion" means those activities normally undertaken by a pharmaceutical
company's sales force to implement marketing plans and strategies aimed at
encouraging the appropriate use of a particular prescription or other
pharmaceutical product, including detailing. When used as a verb, "Promote"
means to engage in such activities.

      "Promotional Materials" means any printed or other materials bearing a
Product name (trade name or generic name) used to promote Product, (examples
include, but are not limited to, all promotional brochures, journal ads,
brochures, selling aids, posters, reprints, video or audio tapes, press
releases, service items, managed care pull through sheets, formulary
presentations, price lists, monographs, Internet pages and websites, and
telephone, radio or television advertisements) and materials produced by outside
sources (examples include, but are not limited to, medical reprints, textbooks
and CME materials) to the extent funded by, created in cooperation with,
reviewed by or distributed by a Party, and any other items defined as labeling
or advertising in Section 201(m) of the FD&C Act or 21 C.F.R. Section
202.1(l)(1) (as such sections may be amended from time to time). "Promotional
Materials" shall also be deemed to include any advertising and promotional
labeling bearing the Parties' names but not bearing a Product name (examples
include "coming soon" or "reminder" advertisements) that may be used prior to
obtaining Regulatory Approval to market, sell and distribute a Product to
promote only the Indications of the Product.

      "Prosecution" has the meaning provided in Section 9.3(a) hereof.

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<PAGE>

      "Recent Monthly Net Sales" means an amount equal to the aggregate monthly
Net Sales of the Products during the last twelve (12) months preceding the date
that notice of termination is provided by AstraZeneca to AGIX, divided by twelve
(12).

      "Regulatory Approval" means any and all approvals (including, to the
extent necessary, pricing approvals), licenses, registrations or authorizations
of any Regulatory Authority, necessary for the Development, Manufacture or
Commercialization of a Product.

      "Regulatory Authority" means, in a particular country or jurisdiction, any
applicable government regulatory authorities involved in granting Regulatory
Approval of Product in such country or jurisdiction, including without
limitation, (a) in the United States, the FDA, and any other applicable
governmental or regulatory authority in the United States having jurisdiction
over Product, and any successor government authority having substantially the
same function, and (b) any non-United States equivalent thereof.

      "Regulatory Materials" means any regulatory submissions, notifications,
registrations, approvals and/or other filings and correspondence made to or with
a Regulatory Authority, and any other records required to be maintained for
possible audit by a Regulatory Authority, that may be necessary or reasonably
desirable to Develop, Manufacture, market, sell or otherwise Commercialize
Products in the Territory.

      "Related Agreements" means the Co-Promotion Agreement and Transition
Services Agreement entered into by the Parties contemporaneously with this
Agreement.

      "Representatives" shall be deemed to include each Person that is or
becomes (i) an Affiliate of AstraZeneca, or (ii) an officer, director, employee,
attorney, advisor, accountant, agent or representative of AstraZeneca or of any
of AstraZeneca's subsidiaries or other Affiliates, providing such person is
acting on behalf of AstraZeneca.

      "Royalty" or "Royalties" means the running royalties paid pursuant to
Section 8.3.

      "Royalty Term" means, with respect to each Product, for each country in
the Territory, the period of time commencing on the First Commercial Sale of
such Product in any country and ending upon the expiration of the later of: (a)
the last Valid Patent Claim of a Licensed Patent, a Joint Patent or an
AstraZeneca Patent that would preclude a Third Party from developing, making,
using, selling or importing such Product in such country; and (b) ten (10) years
from the First Commercial Sale of such Product.

      "Secondary Market" means the following countries: [****].

      "Standard Sales Price" means the published sales price for the Product in
the relevant country.

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      "Sublicensee" means any Third Person (including, without limitation, a
distributor) to which a Party or any of its Affiliates grants any right to make,
use, market, or import and sell a Product in accordance with Section 7.1(c).
Notwithstanding the foregoing, a Third Person who is granted only the right to
distribute or promote a Product (such as a contract sales organization) shall
not be considered a Sublicensee.

      "Successor" has the meaning provided in the definition of Business
Combination.

      "Term" has the meaning provided in Section 13.1 hereof.

      "Territory" shall mean all countries of the world.

      "Third Party" or "Third Person" means any Person other than AGIX or
AstraZeneca and their respective Affiliates.

      "Third Party Royalties" means upfront, milestone, royalty and any other
similar payments paid by AstraZeneca or any AstraZeneca Affiliate to any Third
Party for any Blocking Patent for the Development or Commercialization of
Compounds or Products, other than pursuant to a Pre-Existing Third Party
License.

      "Trademark" means any trademark, trade dress, brand mark, trade name,
brand name, corporate name, logo or business symbol.

      "Transition Services Agreement" means the Transition Services Agreement
between the Parties, dated as of the Execution Date and attached hereto as
Exhibit 1F.

      "U.S." means the United States of America, including its territories and
possessions.

      "U.S. Commercialization Team" means AstraZeneca's and its Affiliates' team
responsible for the commercialization of Products in the United States.

      "U.S. NDA Approval" means approval by the FDA of the NDA filed with the
FDA relating to a Product.

      "Valid Patent Claim" means a claim of an issued and unexpired Patent,
together with any patent term extension, supplementary protection certificate,
and/or regulatory approved period of exclusivity which has not been revoked or
held unenforceable or invalid by a decision of a court or other governmental
agency of competent jurisdiction, and which is not appealable or has not been
appealed within the time allowed for appeal, and which has not been disclaimed,
denied or admitted to be invalid or unenforceable through reissue,
re-examination, opposition, disclaimer or otherwise.

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<PAGE>

2. PRODUCT DEVELOPMENT

      2.1 Development Plan

            (a) Contents of the Development Plan. The Development Plan shall, to
the extent applicable, (i) identify the Product(s) to be Developed by the
Parties, including any Combination Product(s), Coated Stent(s) and other Drug
Devices; (ii) describe the overall program of Development for each such Product
through Regulatory Approval (A) in all Major Markets; (B) in the Secondary
Market taken as a whole; and (C) in other countries; (iii) describe the
Development activities of the Parties, including preclinical studies,
pharmacology, toxicology, ADME, formulation, Manufacturing of clinical supply,
clinical pharmacology studies, clinical studies and regulatory plans and other
key elements necessary to obtain Regulatory Approval for each such Product; (iv)
specify plans and protocols for clinical studies (including protocol outlines
for Phase IIIb and Phase IV clinical studies for label indication); and (v)
establish a schedule for all such activities. In addition, the Development Plan
shall include a detailed Development Budget that shall specify the Development
Costs for all Development activities covered by the Development Plan supported
by a financial business case.

            (b) Initial Development. The Initial Development Plan is contained
in a letter delivered by AGIX to AstraZeneca on the date hereof.

            (c) Additional Development . The Parties shall, within one hundred
eighty (180) days of the Effective Date, prepare a Development Plan, which shall
describe the Development activities in addition to those activities described in
the Initial Development Plan which will include additional Development
activities both before and after submission of the NDA for the First Product,
and an anticipated schedule for such activities. Such additional Development
Plan shall comply with Section 2.1(a) and shall be consistent with the
Development Plan Outline. The amendment shall become effective upon approval by
the JMC.

            (d) Further Amendments to the Development Plan

                  (i) The JDC shall prepare for approval by the JMC amendments
and updates to the Development Plan at least once each Calendar Year.

                  (ii) Prior to the Assumption Date, notwithstanding anything
else in this Agreement to the contrary, no Development Plan or amendment to a
Development Plan shall be inconsistent with or contradict the Initial
Development Plan or Development Plan Outline; provided, however, that
AstraZeneca shall remain subject to the obligations set forth in Section
2.2(c)(i). In addition, no Development Plan shall obligate a Party to undertake
Development activities or expenditures beyond those

                                       17

<PAGE>

contemplated by the Initial Development Plan or Development Plan Outline without
the written agreement of such Party.

      2.2 Development Activities of the Parties

            (a) Compliance with the Development Plan. The Parties agree to use
Commercially Diligent Efforts to carry out Development of Product(s) in
accordance with the Development Plan under the direction and oversight of the
JDC; provided, however, that:

                  (i) Neither Party shall be obligated to incur Development
Costs in excess of the amounts allocated to such Party as specified in the
Development Plan;

                  (ii) The JMC shall be responsible for strategic planning
regarding Development of Products, and shall have the authority to approve the
Development of Coated Stent(s), identify Combination Products for which
Regulatory Approval will be sought, and identify any other potential Indications
or Products. The JMC shall be responsible for approval of amendments to and
updates of the Development Plan to provide for any such additional Products and
to oversee Development of any such Products; and

                  (iii) In no event shall the JDC or the JMC be authorized to
take any action, including approving any amendment to the Development Plan, that
would cause either Party to increase its Development Costs in excess of those
expressly contemplated by the Agreement or the then approved Development Plan
without the approval of such Party.

            (b) AGIX Development Activities

                  (i) AGIX shall have responsibility, at its sole cost and at
the direction of the JDC, for Development, including without limitation
conducting and managing clinical studies, for those Development activities
described in the Initial Development Plan.

                  (ii) AGIX shall sponsor, prepare and submit, at its sole cost
and at the direction of the JDC, the U.S. NDA with respect to such First
Product; provided, however, that AstraZeneca shall cooperate and assist AGIX
with such filing.

                  (iii) AGIX may, at any time prior to the Assumption Date, in
its discretion and at its own expense, elect to sponsor and conduct a FOCUS
Study (Further Follow up Of AGI-1067 in ARISE Continuation as an Unblinded
Study) and/or a LOCATE Study (Limited Outcome Collection following ARISE for
Terminal Endpoints), unless the Parties otherwise agree to include either or
both such studies in the Development Plan, in which case AstraZeneca shall pay
the cost of such study or studies.

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<PAGE>
  If AGIX elects to sponsor and conduct either such study or both studies, and if
AstraZeneca does not terminate the Agreement pursuant to Section 13.3(a), then
AstraZeneca shall thereafter be responsible for [****] of such Studies
(including costs incurred by AGIX prior to and subsequent to the date when
AstraZeneca elects not to terminate the Agreement pursuant to Section 13.3(a)).

                  (iv) AGIX shall have the right to Manufacture clinical
supplies of the Compound for its own Development activities pursuant to the
Development Plan.

            (c) AstraZeneca Development Activities

                  (i) Except as set forth in Section 3.2(c), AstraZeneca shall
have responsibility, at its sole cost and at the direction of the JDC, for all
Development activities described in the Development Plan associated with the
Products that are not described in the Initial Development Plan, which shall
include conducting and managing a Carotid Intima Medial Thickness (CIMT) Study
(unless AstraZeneca can demonstrate that it would be commercially unreasonable
to do so).

                  (ii) Except as set forth in Section 3.2(c), AstraZeneca shall
have responsibility, at its sole cost and at the direction of the JDC, for all
Development activities described in the Development Plan necessary to seek
Regulatory Approval for the Products in the Territory outside the United States,
including without limitation conducting and managing clinical studies required
for Regulatory Approval in such countries.

                  (iii) The JDC shall identify, and the JMC shall have the
authority to approve as a part of the Development Plan, potential post-marketing
clinical studies, and AstraZeneca shall be responsible for conducting and
managing such post-marketing Clinical Studies, with AGIX assisting in such
management to the extent mutually agreed by the Parties.

            (d) Cooperation

                   (i) Each Party shall assist the other Party in all Development
activities to the extent reasonably requested and mutually agreed to by the
Parties.

                  (ii) AstraZeneca shall be entitled, but not required, to have
three (3) representatives designated by AstraZeneca participate on AGIX's
Development team prior to U.S. NDA Approval. AGIX shall provide space at its
facility for such representatives to facilitate such participation.

                  (iii) AGIX shall be entitled, but not required, to have three
(3) representatives designated by AGIX participate on AstraZeneca's Development
team after U.S. NDA Approval. AstraZeneca shall provide space at its facility
for such representatives to facilitate such participation.

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            (e) Costs. Unless otherwise indicated in this Agreement or as
otherwise agreed to by the Parties, each Party shall bear its own costs in
connection with its activities under this Section.

3. REGULATORY MATTERS

      3.1 Regulatory Strategy. The Parties shall work together through the JDC
and the JMC to determine regulatory strategy in the Territory.

      3.2 Regulatory Responsibility in General

            (a) AGIX's Responsibilities

                  (i) AGIX shall be responsible for the preparation, submission,
and maintenance of Regulatory Materials, including without limitation the NDA,
for the First Product in the United States prior to the Assumption Date;
provided, however, that AstraZeneca shall cooperate and assist AGIX as
reasonably requested by AGIX.

                  (ii) Promptly after the Assumption Date, AGIX shall assign to
AstraZeneca all of AGIX's rights in and to all Regulatory Materials relating to
the First Product, and shall take all other necessary actions required to allow
AstraZeneca to assume ownership, possession and control of such Regulatory
Materials.

            (b) AstraZeneca's Responsibilities

                  (i) After the date of assignment described in Section
3.2(a)(ii), AstraZeneca shall be responsible for the preparation, submission and
maintenance of Regulatory Materials for the First Product in the United States.

                  (ii) AstraZeneca shall, to the extent set forth in the
Development Plan, be responsible for the preparation, submission and maintenance
of Regulatory Materials for the First Product in all countries outside of the
United States.

                  (iii) AstraZeneca shall, to the extent set forth in the
Development Plan, be responsible for the preparation, submission and maintenance
of Regulatory Materials for all other Products in the Territory.

            (c) Accelerated Assumption Payment

                  (i) Notwithstanding anything herein to the contrary, at any
time following payment by AstraZeneca to AGIX of the ARISE Milestone and the NDA
Acceptance Milestone and prior to U.S. NDA Approval for the First Product,
AstraZeneca may elect to pay to AGIX a nonrefundable, noncreditable payment of
U.S. [****] (the "ACCELERATED ASSUMPTION PAYMENT"), and thereby (A) become the
owner of

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                        20

<PAGE>

the Regulatory Materials in the United States for the First Product in lieu of
AGIX, and (B) assume decision-making authority and responsibility for the
preparation, submission and maintenance of Regulatory Materials and for
interaction with Regulatory Authorities, with the JDC oversight as set forth in
Section 6.3(b) and in accordance with the Development Plan, for any decisions
concerning the First Product. Notwithstanding the foregoing, if Regulatory
Approval for the First Product has not occurred within one hundred eighty (180)
days of the Accelerated Assumption Payment, the Parties shall accept the label
then proposed by the FDA for Regulatory Approval, so as to allow the Parties to
promptly obtain U.S. NDA Approval for the First Product.

                  (ii) If AstraZeneca makes the Accelerated Assumption Payment,
AstraZeneca shall not be obligated to pay the U.S. NDA Approval Milestone.

            (d) Expenses

                  (i) AGIX's Expenses. Prior to the Assumption Date, AGIX shall
be responsible for the cost of preparing, submitting and maintaining the
Regulatory Materials for the First Product in the United States.

                  (ii) AstraZeneca's Expenses. AstraZeneca shall be responsible
for the cost of preparing, submitting and maintaining the Regulatory Materials
for (i) the First Product (a) in the United States after the Assumption Date,
and (b) in all of the other countries other than the United States in the
Territory and (ii) for all other Product(s) in the Territory.

                  (iii) Cooperation Expenses. Each Party shall bear its own
expenses incurred in cooperating with the owner of the Regulatory Materials or
participating in the preparation, submission and maintenance of Regulatory
Materials pursuant to this Section 3.2.

            (e) Ownership

                  (i) Prior to the Assumption Date, AGIX shall own all
Regulatory Materials and any applications and other filings made with the FDA
relating to the First Product.

                  (ii) Promptly after the Assumption Date as the Parties agree
is appropriate, but no later than promptly after the date of U.S. NDA Approval,
AstraZeneca shall own all Regulatory Materials and any applications and other
filings made with the FDA relating to the First Product.

                  (iii) AstraZeneca shall own all Regulatory Materials and any
applications and other filings made with a Regulatory Authority relating to the
First Product in all countries other than the United States in the Territory.
Prior to the transfer of ownership of the Regulatory Materials to AstraZeneca as
described in

                                       21

<PAGE>

Section 3.2(e)(ii), AGIX shall provide a right of reference to the Regulatory
Materials and shall take all action necessary to effect such right of reference,
to the extent necessary or useful for AstraZeneca to pursue Regulatory Approval
of Products in countries other than the United States.

                  (iv) AstraZeneca shall own all Regulatory Materials and any
applications and other filings made with a Regulatory Authority relating to any
other Product(s) in the Territory.

                  (v) Notwithstanding anything in this Agreement to the
contrary:

                         (A) AGIX may keep archival copies of all Regulatory
      Materials that AGIX creates or receives during the Term;

                        (B) AstraZeneca shall provide to AGIX promptly after
      their creation, and AGIX may keep, archival copies of any material
      Regulatory Materials (as agreed upon by the Parties) created subsequent to
      the Assumption Date, or in connection with Regulatory Materials created or
      received by or on behalf of AstraZeneca pursuant to this Agreement at any
       time during the Term, including without limitation Section 3.2(e)(i)-(iv);

                        (C) AGIX shall have the right to use Regulatory
      Materials (including study protocols, study results, analytical
      methodologies, bulk and final product manufacturing process descriptions,
      batch records, vendor qualifications, validation documentation, and
      regulatory documentation) for its own internal use in connection with its
      research, development and commercialization activities consistent with the
      requirements of this Agreement but shall remain obligated under Section 10
      with respect to such Regulatory Materials.

            (f) Periodic Updates. The owner of the Regulatory Materials shall be
exclusively responsible (with reasonable cooperation from the other Party as may
be requested by the owner of the Regulatory Materials from time to time) for all
post-approval updates to Regulatory Materials, such as annual updates,
supplements and amendments and routine maintenance of the submissions of the
Regulatory Materials that must be provided on a Product at periodic intervals to
the Regulatory Authorities. In addition, the owner of the Regulatory Materials
shall be the sponsor of all filings for Indications.

             (g) Relationship with Regulatory Authorities. The Party who owns the
Regulatory Materials shall have primary responsibility for interacting with
Regulatory Authorities, chairing meetings with such Regulatory Authorities,
responding to inquiries of such Regulatory Authorities, and other communications
with such Regulatory Authorities, with regard to such Regulatory Materials or a
Product, including but not

                                       22

<PAGE>

limited to, Regulatory Materials related to Indications and Drug Devices. Each
Party shall provide to the other Party copies of any material Regulatory
Materials (and any updates thereto and any other Regulatory Materials reasonably
requested by a Party) submitted to Regulatory Authorities, within five (5) days
of such Party's submission thereof to such Regulatory Authorities .

  3.3 Regulatory Authority Communications and Cooperation Between the Parties

            (a) General. Each Party shall provide the other Party with a copy of
all material correspondence received from a Regulatory Authority (and any other
correspondence reasonably requested by a Party). Each Party shall consult and
cooperate with the other Party in the preparation of its Regulatory Materials
and any meetings or other correspondence with a Regulatory Authority. Each Party
shall further consult with and keep the other Party regularly and fully informed
of, the preparation, Regulatory Authority review and approval of NDA filings for
which such Party is responsible. Each Party agrees to consider in good faith any
comments or suggestions made by the other Party in relation to any Regulatory
Materials, but the Party responsible for submitting such Regulatory Materials
shall have the final authority to determine the content of such Regulatory
Materials. In the event a Party is meeting in person or by telephone with or has
a hearing before any Regulatory Authority, such Party shall provide the other
Party with reasonable advance notice of the time and date of such meeting or
hearing and any preparatory material for use in such meeting or hearing and a
reasonable number of representatives of the other Party shall have the right to
attend such hearing or meeting.

            (b) Communications With Regulatory Authorities. Except as otherwise
provided in the Development Plan, the Party that does not own any particular
Regulatory Materials shall not, without the prior consultation with, and
agreement of the owner of the Regulatory Materials, or unless so required by
law, correspond or communicate with Regulatory Authorities concerning a Product
covered by such Regulatory Materials or any Regulatory Materials related
thereto. Each Party shall keep the other Party informed of notification of any
action by, or notification or other information which it receives (directly or
indirectly) from any Regulatory Authority which: (i) raises any material
concerns regarding the safety or efficacy of a Product; (ii) indicates or
suggests a potential material liability for either Party to third parties
arising in connection with a Product; (iii) is reasonably likely to lead to a
recall or market withdrawal of a Product; (iv) relates to a Product, Regulatory
Materials, Promotional Materials, samples, package inserts, the Indications,
labeling, expedited and periodic Adverse Event Reports, medical inquiries,
Product Complaints, this Agreement or the Related Agreements, or (v) is
otherwise important to the Development and/or Commercialization of the Product.

            (c) Communications from Regulatory Authorities. In the event that a
Party receives any communication or questions from any Regulatory Authority,
such

                                       23

<PAGE>

Party shall promptly notify the other Party. The owner of the Regulatory
Materials shall then prepare the response to the communication (except for
responses to FDA communications regarding a loss, theft, or significant loss of
the other Party's Product samples). Before submitting a response to a Regulatory
Authority regarding correspondence received by a Party, the owner of the
Regulatory Materials shall give the other Party a reasonable and timely
opportunity to comment on the response to the extent such response may affect
the other Party's rights or obligations under this Agreement. If it is necessary
for such other Party to respond to the FDA or any other Regulatory Authority,
such Party shall seek the input and approval of the owner of the Regulatory
Materials before responding.

            (d) Audit by Regulatory Authority. If a Regulatory Authority desires
to conduct an inspection or audit of AstraZeneca or AGIX with regard to a
Product or this Agreement, AstraZeneca and AGIX each agrees to cooperate with
the Regulatory Authority and the other Party during such inspection or audit,
including by allowing, to the extent practicable, a representative of the other
Party to be present during the applicable portions of such inspection or audit.
In the event a Party receives notice that a Regulatory Authority intends to
conduct such an inspection or audit, such Party shall promptly notify the other
Party of receipt of such notice.

      3.4 Communications Concerning Product. The Parties shall mutually agree
upon procedures for communication and handling of Product Complaints and medical
inquiries concerning a Product. All Product Complaints concerning suspected or
actual Product tampering, contamination or mix-up (e.g. wrong ingredients) shall
be notified to the owner of the Regulatory Materials by telephone immediately
and delivered in writing within twenty-four (24) hours of receipt of the same.
Except as mutually agreed, the other Party shall not take any other action in
connection with any such Product Complaint without the consent of the owner of
the Regulatory Materials.

      3.5 Records. Each Party shall maintain records, in sufficient detail and
in appropriate good scientific manner, that shall fully and properly reflect all
work done and results achieved in the performance of its activities under the
Development Plan and the Commercialization Plan. Each Party shall have the
right, during normal business hours and upon reasonable prior notice, to inspect
those records of the other Party referred to herein that are necessary or useful
to the inspecting Party for any appropriate purpose under this Agreement,
including for the purposes of making any required filings with Regulatory
Authorities in order to obtain Manufacturing approvals and/or Regulatory
Approvals. Each Party shall have the right to copy any such records to the
extent such Party is required to have a copy to comply with Applicable Laws.
Each Party shall maintain such records and the information disclosed therein in
confidence in accordance with Section 10.1.

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<PAGE>

      3.6 Safety Matters

             (a) Information. Until the Assumption Date, AGIX shall provide
AstraZeneca with all information necessary or desirable for AstraZeneca to
comply with all Applicable Laws with respect to the Compounds and the Products,
as the case may be. In furtherance thereof, AGIX shall (a) develop appropriate
adverse experience reporting procedures, (b) provide to AstraZeneca any material
information on the Compounds or Products from preclinical or clinical
laboratory, animal toxicology and pharmacology studies, as well as serious or
unexpected adverse experience reports from clinical trials and commercial
experiences with the Compounds or Products, and (c) report and provide such
information to AstraZeneca in such a manner and time so as to enable AstraZeneca
to comply with all Applicable Law in countries for which Regulatory Approval is
or will be sought or in which the Product is being developed, marketed or sold.

            (b) Records and Notice. Until the Assumption Date, AGIX shall (a)
maintain a record of any and all complaints it receives with respect to the
Compounds of the Products, (b) notify AstraZeneca in reasonable detail or any
complaint received by it within ten (10) days after the event, and in any event
in sufficient time to allow AstraZeneca to comply with all Applicable Law in any
country in which the Product is being developed, marketed or sold.

            (c) Safety Agreement. The Parties shall, unless both Parties
otherwise agree, after the Execution Date but before the Assumption Date,
negotiate and execute a Safety Agreement containing appropriate provisions
addressing safety issues relating to Products which is consistent with the terms
of this Agreement and the Related Agreements.

4. COMMERCIALIZATION

      4.1 Global Commercialization Team and U.S. Commercialization Team. So long
as AGIX is not Developing, Commercializing or Promoting a Competing 1067
Product, AGIX shall be entitled to have up to three (3) representatives
designated by AGIX, at AGIX's expense, attend, observe and participate in
meetings of each of the Global Commercialization Team and U.S. Commercialization
Team having the relevant experience and skill appropriate for service on such
Teams. Such representatives shall be regular working members of the Global
Commercialization Team and U.S. Commercialization Team. AstraZeneca shall
provide AGIX office space at its facilities for such representatives to
facilitate such participation; provided that such representatives shall comply
with all policies and reasonable restrictions imposed by AstraZeneca.

      4.2 Commercially Diligent Efforts. AstraZeneca shall use Commercially
Diligent Efforts to Commercialize Product(s) in the Territory as set forth in
Section 5.

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<PAGE>

      4.3 Commercialization Plan

            (a) Commercialization Plan. Within ninety (90) days after the
Effective Date, the Global Commercialization Team shall prepare and provide to
the JMC for the JMC's approval an initial commercialization plan summarizing the
plan for Commercializing the Product given the stage of the Product at the time
of such plan (as such plan may be updated pursuant to Section 4.3(c), the
"COMMERCIALIZATION PLAN"). Promptly following such approval, AstraZeneca shall
implement the activities described in the Commercialization Plan, including, to
the extent set forth in the Commercialization Plan, pre-launch market
development, market research and activities to increase scientific awareness of
the Product.

            (b) Content of the Commercialization Plan. An outline of the
anticipated principal components of the Commercialization Plan is included in a
letter delivered by AGIX to AstraZeneca on the date hereof. The
Commercialization Plan as approved by the JMC pursuant to Section 4.3(a), and as
updated from time to time pursuant to Section 4.3(c), shall include, at a
minimum, the items listed in such Commercialization Plan outline, unless the
Parties otherwise agree. Upon adoption, the Commercialization Plan shall
describe the overall plan for Commercializing each Product during the first
three years after Product Launch of such Product in (i) each of the countries in
the Major Markets, (ii) the Secondary Market, and (iii) other countries in the
Territory to the extent applicable. The Commercialization Plan shall include for
each Product, without limitation, (A) a comprehensive marketing, sales, pricing,
distribution and licensing strategy for such Product, including market research
and activities to increase scientific awareness of the Product and
pharmacoeconomic activities and programs to support pricing of the Product; (B)
estimated date of Product Launch, market and sales forecasts, in numbers of
patients and local currency, and competitive analysis for such Product; and (C)
production and inventory forecasts. The Commercialization Plan shall include a
budget which shall detail the levels of spending for all Commercialization
activities covered by the Commercialization Plan and the allocation of projected
sales support and time such sales support shall be spending on the
Commercialization of each such Product.

            (c) Updates to the Commercialization Plan. At least once per
Calendar Year, the Global Commercialization Team shall prepare an updated
Commercialization Plan, which shall cover the ensuing three Calendar Years. The
Global Commercialization Team shall provide all such updated Commercialization
Plans to the JMC for review and approval.

      4.4 Commercialization Activities of the Parties

            (a) Compliance with the Commercialization Plan. The Parties agree to
carry out their activities under the Commercialization Plan.

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<PAGE>

            (b) AstraZeneca Activities. AstraZeneca shall be responsible for the
distribution and Commercialization of each Product in the Territory, subject to
the terms and conditions of the Co-Promotion Agreement which provides for AGIX's
rights to co-promote Product(s) in the United States.

            (c) AGIX Co-Promotion Activities. AGIX shall have the right to
co-promote Product(s) and certain other products in the United States in
accordance with the Co-Promotion Agreement; provided, however, that AGIX shall
only use Promotional Materials supplied to AGIX by AstraZeneca to promote
Product(s).

            (d) Commercialization Costs. Except as provided in the Co-Promotion
Agreement, AstraZeneca shall bear all costs for the Commercialization of
Product(s) in the Territory, including pre-approval and market development
activities.

             (e) Pricing Decisions. AstraZeneca shall have sole responsibility
for setting pricing for all Product(s), provided that the initial pricing for
any Product(s) shall be subject to JMC approval.

            (f) Booking Sales. AstraZeneca (and, as appropriate, its Affiliates
and Sublicensees) shall record on its books all sales of Products worldwide.

      4.5 Commercial Manufacturing and Supply of Products

            (a) Supply of Compound in Spray Dried Form. The Manufacture and
supply of the active pharmaceutical ingredient in a spray dried form shall be
effected in accordance with the Transition Services Agreement.

            (b) Management. Subject to the terms of the Transition Services
Agreement, the JMC shall oversee Manufacturing pursuant to the Development Plan
and the Commercialization Plan.

            (c) Product Packaging, Labeling and Formulation. AstraZeneca shall
be solely responsible, at its sole cost, for supplying all of the requirements
of Product formulation, packaging and labeling. AGIX shall use Commercially
Diligent Efforts to facilitate any necessary transfer of technology to
AstraZeneca or a Third Party chosen by AstraZeneca for Product formulation,
packaging and labeling.

5. DILIGENCE AND COOPERATION

      5.1 Information Sharing

            (a) Cooperation. The Parties agree to fully cooperate in sharing
information regarding Development and Commercialization, including
Manufacturing, of Products in order to keep each Party informed of material
developments and to provide

                                       27

<PAGE>

each Party with necessary information (including without limitation any decision
not to pursue Commercialization of Products in a particular country as
contemplated by the Commercialization Plan) for each Party to make decisions in
the manner set forth in this Agreement on material issues as they arise.

            (b) Technology Transfer. Each Party agrees to use Commercially
Diligent Efforts to facilitate any necessary transfer of technology to the other
Party, as reasonably requested by such other Party, to support the Development
and Commercialization of Products as contemplated by this Agreement.

      5.2 Diligence Requirements

            (a) Product Development. Each Party shall use Commercially Diligent
Efforts to conduct Development of Product(s) in accordance with the Development
Plan. Each Party shall conduct its portion of the Development Program, in a good
scientific manner and in compliance in all material respects with all
requirements of Applicable Laws, including cGCPs, cGLPs and cGMPs, to Develop
Products as provided in the Development Plan. Each Party shall use Commercially
Diligent Efforts to provide the other Party with all reasonable assistance and
take all actions reasonably requested by that Party, without changing the
allocation of responsibilities assigned in the Development Plan or this
Agreement, that are necessary or desirable to enable each Party to comply with
the terms and intent of this Agreement. Each Party shall use Commercially
Diligent Efforts to assist the other Party, as provided in the Development Plan,
to conduct Development of and obtain Regulatory Approvals of Products.

            (b) Commercialization

                  (i) AstraZeneca shall, itself or through its permitted
Sublicensees, use Commercially Diligent Efforts to Commercialize Products in
each Major Market.

                  (ii) AstraZeneca shall, itself or through its Sublicensees,
use Commercially Diligent Efforts to Commercialize Products in the Secondary
Market. All of the countries comprising the Secondary Market shall for this
purpose be considered together as one market as a whole. The level of
Commercially Diligent Efforts made in the Secondary Market shall take into
consideration the total commercial potential of Products in the Secondary Market
taken as a whole.

                  (iii) Each Party shall conduct its portion of the
Commercialization Plan in compliance in all material respects with all
requirements of Applicable Laws.

             (c) Coated Stents. AstraZeneca shall, itself or through its
permitted Sublicensees, use Commercially Diligent Efforts to Develop and
Commercialize a

                                       28

<PAGE>

Coated Stent in the United States if, after the first U.S. NDA Approval, the JMC
approves Development of a Coated Stent. AstraZeneca shall not have any other
obligation to use Commercially Diligent Efforts (or any other level of efforts)
to Develop or Commercialize a Coated Stent prior to any such approval, or in any
jurisdiction outside the United States.

      5.3 Failure To Use Diligence

            (a) Notice of Failure. If AGIX believes that AstraZeneca is failing
to satisfy its obligations to use Commercially Diligent Efforts in accordance
with this Section 5, AGIX may give AstraZeneca notice of such alleged failure,
which notice shall describe such failure with reasonable specificity.

            (b) AstraZeneca Response. Within thirty (30) days following
AstraZeneca's receipt of any such notice from AGIX, AstraZeneca shall provide
AGIX with a written response specifying, in reasonable detail, whether or not it
agrees with AGIX's belief and the reasons for its disagreement, if applicable.

            (c) Disputes. In the event of a dispute between the Parties with
respect to whether AstraZeneca is using its Commercially Diligent Efforts in
accordance with Section 5, as evidenced by notice from AstraZeneca of a
disagreement pursuant to Section 5.3(b), such dispute shall be resolved in
accordance with Section 14. Neither Party may initiate dispute resolution under
Section 14 until sixty (60) days after receipt by AGIX of a notice of
disagreement described in Section 5.3(b).

6. GOVERNANCE

      6.1 General. The activities of the Parties pursuant to this Agreement
shall be governed by the Alliance Managers, the JMC, the JDC, the IPC and such
additional committees as established by the JMC, as provided in this Section 6.

      6.2 Alliance Managers

            (a) Appointment and Roles. Promptly after the Effective Date, each
of the Parties shall appoint a single individual to act as that Party's alliance
manager (the "ALLIANCE MANAGER"). The role of the Alliance Managers is to
facilitate the relationship between the Parties. Alliance Managers may attend
JMC meetings, JDC meetings and any other meetings of additional committees or
subgroups established by the JMC pursuant to Section 6.1 and shall support the
chairpersons of each such committee and group in the discharge of their
responsibilities. Alliance Managers shall be nonvoting participants in such
Committee meetings, unless they are also appointed members of such Committee.
Each Party's Alliance Manager shall alternate serving as the secretary to the
JMC on an annual basis, starting with AGIX.

                                        29

<PAGE>

            (b) Availability of Facilities. Each Party shall allow the other
Party's Alliance Manager to spend any amount of time at the other Party's
offices as is necessary for the other Party to perform its activities under this
Agreement; provided that, each Alliance Manager shall comply with all policies
and reasonable restrictions imposed by the Party hosting such Alliance Manager.

            (c) Changes in Alliance Managers. Each Party may change its
designated Alliance Manager from time to time upon written notice to the other
Party.

      6.3 Committees

            (a) JMC

                  (i) Formation and Duration. No later than thirty (30) days
after the Effective Date, the Parties shall establish a Joint Management
Committee ("JMC").

                  (ii) Activities of the JMC. The JMC shall be responsible for
overall strategic and operational direction of the Collaboration, including
without limitation:

                        (A) developing and implementing accountability
      mechanisms for the JDC, IPC and any other committees formed under this
      Agreement;

                        (B) overseeing the Manufacture of Product for commercial
      sales;

                        (C) reviewing and approving the Commercialization Plan
      and Development Plan and any amendments thereto;

                        (D) making decisions regarding Development for
      Indications and Combination Products and any Coated Stent or other Drug
       Device following the first Regulatory Approval of the first Product
      (however, the JMC will consider and plan, but not decide, such activities
      prior to such Regulatory Approval); provided that, the JMC shall have no
      obligation to approve Development for Combination Products that include
      Exclusive Market Products;

                        (E) establishing additional committees or subgroups as
      the JMC deems necessary or appropriate; and

                        (F) Product life cycle management relating to the
      Products.

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<PAGE>

                  (iii) Composition. Each Party shall designate up to four (4)
representatives and a nonvoting Alliance Manager for membership on the JMC
having the relevant experience and skill appropriate for service on the JMC.

                  (iv) Meetings. During the Term and unless otherwise agreed to
by the Parties, the JMC shall meet a minimum of four times each Calendar Year in
accordance with a schedule determined by the Parties and to be held in Atlanta,
Georgia or Puerto Rico, unless the Parties otherwise mutually agree. Additional
ad hoc meetings of the JMC may be called by either Party upon reasonable advance
notice to the other Party. A Party may attend any meeting of the JMC by
teleconference, video or Webex.

            (b) JDC

                  (i) Formation and Duration. No later than thirty (30) days
after the Effective Date, the Parties shall establish a Joint Development
Committee ("JDC").

                  (ii) Activities of the JDC. The JDC shall be responsible for
oversight of all Development, including without limitation the following:

                        (A) clinical trials (including Phase IV trials) of a
      Product;

                         (B) preparing for approval by the JMC the Development
      Plans and the budgets of Development Costs and overseeing the
      implementation thereof ;

                        (C) proposing updates and amendments to the Development
      Plan for approval by the JMC;

                        (D) reviewing protocols for clinical studies of a
      Product;

                        (E) reviewing and overseeing regulatory strategies for
      each Product

                        (F) reviewing and approving the final Statistical
      Analysis Plan; and

                        (G) reviewing, prior to its submission to the Third
      Party statistician of the ARISE Study, the ARISE Results.

                  (iii) Composition. AGIX shall designate three (3)
representatives and AstraZeneca shall designate three (3) representatives for
membership on the JDC having the relevant experience and skill appropriate for
service on the JDC.

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<PAGE>

                   (iv) Meetings. Prior to U.S. NDA Approval for the First
Product, the JDC shall meet at least once a month. After U.S. NDA Approval and
unless otherwise agreed to by the Parties, the JDC shall meet at least four
times each Calendar Year. Such meetings shall be in accordance with a schedule
and at a location mutually determined by the Parties. Ad hoc meetings of the JDC
may be called by either Party upon reasonable advance notice to the other Party.
Upon mutual agreement, such ad hoc meetings may be face-to-face or by
teleconference, video or Webex.

            (c) Representatives. The Parties, through the committee structure,
may establish and later change the number of representatives on the JMC or JDC
committee as long as an equal number of representatives from each of AstraZeneca
and AGIX are maintained. Each Party may change its representatives to the JDC or
JMC at any time by written notice to the other Party.

            (d) Committee Chairs. The JMC shall be co-chaired by AstraZeneca and
AGIX. Prior to the earlier of (a) the date U.S. NDA Approval is received and (b)
the date that AstraZeneca makes an Accelerated Assumption Payment, the JDC shall
be chaired by a representative of AGIX. After such date, the JDC shall each be
chaired by a representative of AstraZeneca.

            (e) Expenses. Each Party shall bear the expense of the participation
of its respective members and the Alliance Managers in the JMC and JDC meetings.

            (f) Agenda and Minutes. At least five (5) Business Days prior to
each JDC or JMC meeting, each Party shall provide written notice to the other
Party of agenda items proposed by such Party for discussion or decision at such
meeting, together with appropriate information related thereto. At least two (2)
Business Days prior to each JDC or JMC meeting, each Party shall provide written
copies to the other Party of all presentations to be made at such meeting.
Reasonably detailed written minutes shall be kept of all JDC and JMC meetings
and shall reflect, without limitation, material decisions made at such meeting.
Responsibility for keeping the JMC minutes shall alternate between the co-chairs
of each Party, beginning with AstraZeneca. The chairperson of the JDC shall be
responsible for keeping the JDC minutes. Meeting minutes shall be sent to each
committee member for review and approval within five (5) Business Days after
such meeting. Minutes shall be deemed approved unless a committee member objects
to the accuracy of such minutes within ten (10) Business Days of receipt.

            (g) Decision-making

                  (i) Decisions. The Parties' representatives on the JMC and JDC
shall use all reasonable efforts, acting in good faith, to resolve all issues
presented to them as expeditiously as possible. Each Party's representatives on
the JMC and JDC shall make decisions by consensus. All JMC and JDC decisions
shall be made by unanimous vote, and each Party's representatives shall
collectively have one vote.

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<PAGE>

                  (ii) Decision-making Authority. Notwithstanding anything to
the contrary, neither the JDC or the JMC shall have the authority to determine
any of the matters for which (i) one or more of the Parties is allocated
decision-making authority elsewhere in this Agreement or (ii) the Agreement
provides that the matter in question is explicitly a matter requiring the mutual
or joint agreement of the Parties. Each of the JDC and JMC shall be deemed to
have a quorum if they have at least two (2) designated representatives from each
Party. A quorum shall also be deemed to have been achieved if at least ten (10)
Business Days written notice of a meeting, including a proposed agenda, has been
provided for a meeting held by telephone conference or in Atlanta, Georgia or
Puerto Rico.

                  (iii) Disputes

                        (A) JDC Disputes. The JDC, or either Party, may, after
      thirty (30) days (or such other period as the Parties otherwise agree) of
      good faith efforts to reach a unanimous decision on an issue, refer any
      unresolved issue to the respective heads of the appropriate department for
      each Party. If the department heads can not resolve such issue within ten
      (10) days, then such issue shall be referred to the JMC.

                        (B) JMC Disputes. The JMC or either Party may, after
      thirty (30) days (or such other period as the Parties may otherwise agree)
      of good faith efforts to reach a unanimous decision on an issue refer such
      issue to the officers set forth in Section 14.1(b), or their designee.
      Such officers of the Parties shall meet promptly thereafter and shall
      negotiate in good faith to resolve the issues. If the issues were raised
      by the JDC and if they cannot resolve the issue within thirty (30) days of
      commencing negotiations, prior to the earlier of (i) the date U.S. NDA
      Approval is received and (ii) the date upon which AstraZeneca makes an
      Accelerated Assumption Payment, the resolution of such issue shall be
      determined by AGIX. For all other JMC issues, the resolution of any such
      issue shall be determined by AstraZeneca.

                  (iv) Decisions Affecting Development and Commercialization
Plans. Notwithstanding anything in this Section 6 to the contrary:

                        (A) no decision by the JDC or the JMC shall affect
      AstraZeneca's control of all aspects regarding the Commercialization of
      Products;

                        (B) neither Party's rights and obligations as contained
      in this Agreement can be amended without such Party's consent;

                        (C) prior to the Assumption Date, no decision by the JDC
      or the JMC shall increase AstraZeneca's development obligations as set
      forth in the Development Plan Outline or AstraZeneca's commercialization
      obligations

                                       33

<PAGE>

      as set forth in the Commercialization Plan outline included in a letter
      delivered by AGIX to AstraZeneca on the date hereof, without the consent
      of AstraZeneca; and

                        (D) after the Assumption Date, AstraZeneca shall have
      authority to determine the resolution of any disagreement in the JMC with
       respect to the approval of the Development Plan governing activities
      following U.S. NDA Approval, even if such Development Plan was approved
      prior to U.S. NDA Approval.

            (h) IPC. No later than thirty (30) days after the Effective Date,
the Parties shall establish an Intellectual Property Committee ("IPC"). The IPC
shall be responsible for overseeing all intellectual property matters as further
described in Section 9. The IPC shall be governed by the rules and procedures
set forth in Section 9.2.

7. LICENSES AND COVENANTS

      7.1 License Grants to AstraZeneca

            (a) License to AGIX IP. Subject to the terms of this Agreement,
including Section 7.1(b) and Section 7.1(c), and AGIX's retained rights solely
to the extent necessary to perform it obligations under the Transition Services
Agreement, AGIX hereby grants to AstraZeneca an exclusive license, with the
right to sublicense, under the AGIX Compound Patents, Other AGIX Patents and
AGIX Know-How (other than as set forth in Exhibit 11.5), to research, develop,
make, have made, use, sell, have sold, offer for sale and import the Compound
and Products in the Field in the Territory.

            (b) Distribution and Co-Promotion

                  (i) Neither AstraZeneca nor its Affiliates shall be permitted
to appoint distributors to distribute, market or sell Products in any Major
Market [****] without the prior approval of AGIX.

                  (ii) AstraZeneca and its Affiliates shall have the right, in
their sole discretion, to appoint distributors to distribute, market and sell
the Products [****] and in any other countries in the Territory that are not
part of the Major Market.

                  (iii) AstraZeneca and its Affiliates shall have the right, in
their sole discretion, to co-promote the Products with Third Parties in
countries other than the Major Market and to appoint Third Parties to promote
the Products in such countries.

                  (iv) Notwithstanding the foregoing, AstraZeneca may appoint
any Affiliate to distribute, market or sell Products without restriction.

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                       34

<PAGE>

                  (v) Notwithstanding anything herein to the contrary,
AstraZeneca may engage contract sales organizations to Promote Products,
provided that any sales of Products effected by any such organization are booked
by AstraZeneca.

            (c) Sublicenses

                  (i) Neither AstraZeneca nor its Affiliates shall be permitted
to enter into any Noncompulsory Sublicenses in any Major Market [****] without
the prior approval of AGIX.

                  (ii) AstraZeneca and its Affiliates shall be permitted to
enter into Compulsory Sublicenses and Noncompulsory Sublicenses in any country
in the Territory other than a Major Market on the terms set forth in this
Section 7.1(c).

                  (iii) AstraZeneca and its Affiliates shall not enter into any
Noncompulsory Sublicense of the rights granted in this Agreement with a
Sublicensee to the extent permitted in this Section 7.1(c) unless the
Sublicensee agrees to all applicable terms of this Agreement.

                  (iv) No Compulsory Sublicenses or Noncompulsory Sublicense
shall relieve AstraZeneca of any obligations it has under this Agreement.

                  (v) AstraZeneca shall promptly notify AGIX upon entering into
any Compulsory Sublicense and any Noncompulsory Sublicense.

                  (vi) Notwithstanding the foregoing, AstraZeneca may enter into
any Sublicense with any Affiliate without restriction, except as described in
clauses (iii) and (iv) of this Section 7.1(c).

                  (vii) All Sublicensees shall be bound by the provisions of
Section 10 of this Agreement.

      7.2 License Grants to AGIX. Subject to the terms and conditi


 
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