Exhibit
10.5
RESEARCH COLLABORATION
AGREEMENT
ON RX-0201 CLINICAL
DEVELOPMENT
This
RESEARCH COLLABORATION AGREEMENT ON RX-0201 CLINICAL
DEVELOPMENT (the "Agreement") is entered into between
Rexahn Corporation, a company based in the United States, carrying
on business at 9700 Great Seneca Highway, Rockville MD 20850 USA
("REXAHN ") and REXGENE Biotech Co., Ltd., located at 1330-13
Seocho-Dong, Seocho-Gu, Seoul, Korea ("REXGENE"). REXAHN and
REXGENE are collectively referred to as "Parties" and individually
referred to as "Party" in this Agreement.
WHEREAS , REXAHN has developed a certain proprietary
therapeutic compound for the treatment of cancer denominated as
RX-0201;
WHEREAS , REXGENE is engaged in the development of
pharmaceutical products; and,
WHEREAS , the Parties are interested in pursuing
collaborative research and development efforts regarding
RX-0201;
NOW
THEREFORE , in
consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, REXGENE and REXAHN agree as
follows:
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Licensed Technology shall mean technology relating to REXAHN Product
RX-0201, including all Improvements resulting from research and
development efforts pursuant to this Agreement.
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Licensed Patents shall mean all United States and foreign patents
presently or in the future issued that cover Licensed Technology,
including continuation, divisional, reexamined and reissued
patents, issuing or claiming priority, either directly or
indirectly, from pending United States Provisional Application No.
60/404010 filed August 16, 2002.
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Licensed Products shall mean any and all drug products, including
those incorporated in combination products, which consist of,
include or in anyway incorporate the Licensed
Technology.
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Improvements shall mean all improvements, developments,
discoveries and inventions that relate to the Licensed
Products.
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Net
Sales shall mean all
gross revenues, derived from sales, minus commissions, sales taxes,
shipping, and insurance costs.
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Territory shall mean all countries in Asia
.
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COLLABORATIVE RESEARCH & REGISTRATION
EFFORTS
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The Parties
shall cooperate fully to develop a research and development plan
for the purpose of registering RX-0201 for sale and use in the
Republic of Korea ("Korea") and in other countries within the
Territory. The research and development plan shall include, at a
minimum, clinical and animal trials to be conducted in the United
States, clinical trials to be conducted in Korea and other Asian
countries, and the exchange of data derived from such trials
.
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REXAHN shall
provide, as its initial contribution to the joint development and
research, a License to the Licensed Technology for the purpose of
permitting research and development by REXGENE.
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REXGENE shall
provide, as its initial contribution to the joint development and
research, One Million Five Hundred Thousand Dollars (US $1,500,000)
to be used by REXAHN in the further development of
RX-0201.
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The Parties
will each contribute those efforts necessary to perform the agreed
upon research and development tasks. Specifically, REXGENE will
conduct the clinical trials necessary for registration of Licensed
Products in Korea and other countries in the Territory. REXGENE
will bear its own expenses and costs in connection with these
activities. REXAHN will conduct those animal and clinical trials in
the United States or otherwise outside the Territory on
RX-0201.
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The Parties
will share data derived from any research and trials without
further fees.
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REXGENE will be
responsible for, and bear the expense for, all registration and
other approvals in connection with the use or sale of Licensed
Products in Korea and other countries in the Territory.
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REXAHN will
prosecute all patent applications and bear all costs outside of the
Territory. REXGENE will prosecute all patent applications and bear
all costs within the Territory, but, REXAHN will undertake to
prosecute patent applications for the Licensed Technology in Korea,
Japan, China and India.
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Both Parties
agree to share any Improvements and to provide all assistance
necessary to pursue additional patent rights arising from such
Improvements.
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REXGENE and
REXAHN will have the License Rights described in Section 2 of this
Agreement.
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REXAHN agrees
to grant and does hereby grant to REXGENE an exclusive license
within the Territory, with right to sublicense, to employ the
Licensed Technology to make, have made, use, sell, and import
Licensed Products.
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REXGENE agrees
to grant and does hereby grant to REXAHN an exclusive license
everywhere outside the Territory, with right to sublicense, to
employ the Licensed Technology to make, have made, use, sell, and
import Licensed Products.
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REXGENE agrees
to pay REXAHN a royalty of three percent (3%) of Net Sales of
Licensed Products in
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