Exhibit 10.107
AGREEMENT FOR DEVELOPMENT SERVICES
This Agreement is ended into by and between
Chattem, Inc., a corporation
organized under the laws of Tennessee, and
having its principal place of
business in Chattanooga, Tennessee
("Chattem") and IGI, Inc., a corporation
organized under the laws of Delaware, with
its principal place of business
at 105 Lincoln Avenue, Buena New Jersey
08310-0687 ("IGI") to be effective
as of the 27th day of March 2003. Chattem
and IGI are collectively to as
the "Parties".
WITNESSETH:
WHEREAS,
IGI has assisted Chattem in the product definition for
certain of its topical analgesic products,
and Chattem wishes to continue
to work with IGI to develop and optimize
medicine fill formula and finished
goods related to Chattem's new medicated patch/sleeve
products;
WHEREAS,
IGI represents and warrants that it is the exclusive
licensee of, and/or has the right to use,
certain inventions (as described
in several patents and patent
applications), trademarks, end information,
know-how and skill which is unique and
confidential relating to organized
lipid structure, and lipid vesicle
encapsulation technologies including,
but not limited to the lipid vesicle
technology developed by Micro
Vesicular Systems, Inc. (designated herein
as the "Novasome(R) Technology")
useful in conjunction with various products
including topical analgesic
products and processes for making the
same.
WHEREAS,
IGI represents and warrants that it has the exclusive right
to grant sublicenses for such inventions in
the Field under the terms and
conditions set forth herein.
WHEREAS,
the Parties wish m clarify title to all inventions related
to the topical Analgesics created or
modified by IGI for Chattem on the
terms more fully described in this
Agreement.
NOW,
THEREFORE, in consideration of the above premises and mutual
covenants hereinafter contained, and for
other good and valuable
consideration the receipt of which is
hereby acknowledged, the Parties
hereby agree as follows:
1. DEFINITIONS:
1.1
"Confidential
Information" means any confidential or
proprietary information, source code,
software tools, designs, schematics,
plans, formulations, or any other
information relating to any research
project, work in process, future
development, scientific, engineering,
manufacturing, marketing or business plan
or financial or personnel matter
relating to either party, its present or
future products, sales, suppliers,
customers, employees, investors or
business, identified by the disclosing
Party as Confidential Information, whether
in oral, written graphic or
electronic form. Without limiting the
foregoing, Chattem's Technology and
IGI's Technology shall be deemed the
Confidential Information or their
respective owner.
1.2
"New Technology"
means any and all Technology arising out of
the research and development efforts
hereunder, including but not limited
to any and all related inventions,
improvements, variations or
modifications thereof or thereon which are
used in any topical analgesics,
and any inventions, improvements,
variations or modifications on or to the
New Technology or derivative works
thereof.
1.3
"Trade Secret"
means any and all processes, methods, plans,
formulas or other information unique to,
licensed to, or developed for or
by the Parties and used in the production
or
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manufacture of the topical analgesics,
including but not limited to any and
all improvements, modifications and
variations in a Party's Technology.
1.4
"Know-How" means
all designs, drawings, prints, performance
specifications, engineering data, sources
of supply information,
techniques, invitations, practices,
methods, knowledge, skill, experience,
test data and cost, sales and manufacturing
data or any sort or description
and which is owned or controlled by such
Party and which such Party
discloses to the other Party under this
Agreement.
1.5
"Patent Rights"
means any and all United States and foreign
patent rights, including patents of
importation, improvement patents,
patents and certificates of addition, and
utility models, as well as
divisions, reissues, continuations,
renewals, and extensions of any of the
foregoing, and applications therefore, and
any patents issuing
hereon and
such further patent rights relating
thereto.
1.6
"Specifications"
means the overall performance specifications
to which a particular product performs or
will perform.
1.7
"Technology"
means Trade Secret, Know-How, and Patent Rights,
together.
1.8
"Novasome(R)
Product" shall mean a lipid encapsulated analgesic
containing (1) 10-16% menthol, and/or (2)
any level of capsaicin, and/or
(3) any potentiating ingredient specifically identified
by Chattem, for
topical use developed and/or improved using
the Novasome(R) Technology
utilized in conjunction with the Chattem
medicated sleeve or patch
products.
1.9
"Chattem
Technology" means the New Technology incorporating the
Novasome(R) Products in delivery
vehicles.
2. DEVELOPMENT
RESPONSIBILITIES.
2.1
SCOPE OF
SERVICES. IGI agrees to assist Chattem in developing
and refining topical analgesic
formulations.
2.2
TECHNICAL
ASSISTANCE.
2.21 Chattem will
provide to IGI for IGI's use solely in
developing
and producing topical analgesics those portions of
Chattem's
Technology that Chattem in its sole discretion believes is
necessary
for IGI to assist in developing the formulations.
2.22 IGI shall
reasonably allocate its staff and designate its
resources,
financial or otherwise, in order to meet its obligations
hereunder.
2.3
DESCRIPTION OF
THE WORK. IGI shall
perform the services and
manufacture the sample products as
specified in Schedule(s) agreed to
between the Parties. Schedule 1 attached
hereto designates work already
performed by IGI which, shall be governed
by this Agreement.
3. STATUS. IGI shall be
an inde
