DEVELOPMENT AND LICENCE AGREEMENT

Development Agreement

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XENOVA GROUP PLC | OXXON THERAPEUTICS LIMITED

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Title: DEVELOPMENT AND LICENCE AGREEMENT
Date: 5/27/2005
Industry: Biotechnology and Drugs Sector: Healthcare

DEVELOPMENT AND LICENCE AGREEMENT, Parties: xenova group plc , oxxon therapeutics limited

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED

BY AN [_].

Confidential

XENOVA LIMITED

AND

OXXON THERAPEUTICS LIMITED

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DEVELOPMENT AND LICENCE AGREEMENT

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Anderson & Company

76 Wallingford Road

Shillingford

Oxon OX10 7EU

wwww.andersonsolicitors.com

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DEVELOPMENT AND LICENCE AGREEMENT

THIS AGREEMENT dated 12th January 2005 is made between:

(1) XENOVA LIMITED (company registration number 01970244) ("Xenova") a

company incorporated in England and Wales whose registered office is at

957 Buckingham Avenue, Slough, Berkshire SL1 4NL; and

(2) OXXON THERAPEUTICS LIMITED (company registration number 03671700)

("Oxxon") a company incorporated in England and Wales whose principal

place of business is at Florey House, 3 Robert Robinson Avenue, The

Oxford Science Park, Oxford OX4 4GP.

RECITALS:

A. Xenova is the beneficial owner of certain Xenova Patent Rights, and

possesses certain Xenova Know-how and Xenova Materials relating to the

DISC-HSV Vector.

B. Oxxon has expertise in developing immunotherapeutic products based on a

proprietary Heterologous PrimeBoost approach. Oxxon also has expertise in

developing viral based antigen delivery vectors for the treatment of

cancer and infectious disease.

C. Oxxon wishes to pursue the further development and commercialisation of

the DISC-HSV Vector in Selected Indications and Fields, in accordance

with the provisions of this Agreement.

D. Xenova is willing to grant to Oxxon, and Oxxon is willing to accept, a

licence in the Selected Indications in the Field under the Xenova Patent

Rights and to use the Xenova Know-how and Xenova Materials, all in

accordance with the provisions of this Agreement.

IT IS AGREED AS FOLLOWS:

1 DEFINITIONS

In this Agreement, the following words shall have the following meanings:

AFFILIATE In relation to a Party, means any entity or person

that Controls, is Controlled by, or is under common

Control with that Party.

ARISING INTELLECTUAL Any and all of the Arising Patents, Arising Know-how

PROPERTY and Arising Materials.

ARISING KNOW-HOW Technical, commercial and all other information

generated by Oxxon during the continuation of this

Agreement that relates to any of the Xenova

Intellectual Property or any Licensed Product(s),

including any scientific or regulatory data, product

licence applications and approvals, clinical trial

licence applications and approvals, and development

and marketing plans and activities.

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ARISING MATERIALS Any and all materials that may be generated or

developed by Oxxon in the course of this Agreement,

including any materials based on or derived from any

Xenova Materials.

ARISING PATENTS Any and all patents and patent applications that may

be applied for or obtained in respect of any

invention(s) made by Oxxon during the continuation

of this Agreement and which relate to any Xenova

Intellectual Property, together with any

continuations, continuations in part, extensions,

reissues, divisions, and any patents, supplementary

protection certificates and similar rights that are

based on or derive priority from the foregoing.

BLA A biologies license application (as that term is

used in Title 21 of the United States Code of Federal

Regulations) filed with the FDA seeking regulatory

approval to market and sell any Licensed Product in

the United States for a particular indication or the

non-U.S. equivalent thereof.

COMMENCEMENT DATE The date of execution of this Agreement by the

Parties.

CONTROL Direct or indirect beneficial ownership of 50% (or,

outside a Party's home territory, such lesser

percentage as is the maximum permitted level of

foreign investment) or more of the share capital,

stock or other participating interest carrying the

right to vote or to distribution of profits of that

entity or person, as the case may be.

DEVELOPMENT AND The development and commercialisation plan for

COMMERCIALISATION PLAN Licensed Product(s), the initial programme for which

is briefly summarised in Schedule 3, to be further

defined in accordance with Clause 3.1 and as may be

amended from time to time by Oxxon.

DEVELOPMENT AND The report described in Clause 3.4 as amended from

COMMERCIALISATION REPORT time to time.

DISC-GMCSF A recombinant virus that has been developed by

Xenova and is designated dH2T, and which is a

disabled infectious single cycle herpes simplex type

2 virus that expresses the cytokine human

granulocyte macrophage colony stimulating factor

from the gH locus from which the gH gene has been

deleted.

DISC-HSV VECTOR A disabled infectious single cycle herpes simplex

virus from which the gH gene has been deleted and/or

from which another gene that is essential for virus

replication may be deleted, and into which a

different gene(s) is or will be substituted, as a

result of which substitution the virus expresses

heterologous gene(s). The foregoing definition shall

include DISC-GMCSF which has been genetically

modified.

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For the avoidance of doubt, a DISC-HSV vector that

is "empty" (including but not limited to the vector

known as dH2A), that is to say it does not express

any heterologous gene(s) as described in the

previous sentence of this definition, is excluded

from the definition of DISC-HSV Vector for the

purposes of this Agreement.

[_] YEAR PERIOD The period commencing on the Commencement Date and

ending on the earlier of (a) the [_] anniversary

of the Commencement Date; and (b) any termination of

this Agreement.

FDA The United States Food and Drug Administration and

any successor agency or authority thereto.

FIELD Field A and Field B.

FIELD A The use of DISC-HSV Vector in Heterologous

PrimeBoost regimes (where the DISC-HSV Vector is

either the [_] or [_]) for prophylactic and

therapeutic applications for the Indications.

For the avoidance of doubt, for the purposes of this

Agreement, Field A shall not include the use of

DISC-HSV Vector in the prophylactic setting for the

prevention of herpes virus infection/disease.

FIELD A INDICATIONS Those Indications that Oxxon selects for use in

Field A in accordance with the provisions of

Clause 4.3.

FIELD B The use of DISC-HSV Vector or DISC-GMCSF as a

[_] for prophylactic and therapeutic

applications for the Indications.

For the avoidance of doubt, for the purposes of this

Agreement, Field B shall not include the use of

DISC-HSV Vector in the prophylactic setting for the

prevention of herpes virus infection/disease.

FIELD 8 INDICATIONS Those Indications that Oxxon selects for use in

Field B in accordance with the provisions of

Clause 4.3.

FURTHER INDICATIONS Those additional indications other than the

Indications and the Haematology Indications, as

defined in this Agreement that Oxxon selects in

accordance with Clause 4.3(d)(ii).

HAEMATOLOGY INDICATIONS The application of Licensed Product to transduce

cells selected from the group consisting of

haematopoietic cells, malignant cells of the

haematopoietic lineage, and malignant or

non-malignant CD34+ cells.

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HETEROLOGOUS A multi-stage heterologous regimen involving the

PRIMEBOOST sequential delivery of an antigen to both prime and

boost an immune response. The antigen used in the

prime and boost may or may not be identical. For the

avoidance of doubt, the prime and/or boost may be

undertaken one or more times.

IND An Investigational New Drug Application filed or to

be filed with the FDA with regard to a Licensed

Product prior to beginning clinical trials of any

Licensed Product or the non-U.S. equivalent thereof.

INDICATIONS [_]

INITIAL INDICATIONS Those Field A Indications and/or Field B Indications

that Oxxon selects in accordance with Clauses 4.3(b)

and (c).

JOINT DEVELOPMENT A committee to be established, and operating, in

FORUM accordance with the provisions of Clause 2.

KNOW-HOW The Xenova Know-how and the Arising Know-how.

LICENSED PRODUCT(S) Any and all products that incorporate DISC-GMCSF or

DISC-HSV Vector and that are manufactured, sold or

otherwise supplied by Oxxon or Sub-licensees and

which (a) are within any Valid Claim of the Xenova

Patent Rights; and/or (b) incorporate, or their

development makes use of, any of the Xenova Know-how

or the Xenova Materials. References in this

Agreement to different Licensed Products (e.g., the

first and second Licensed Products) shall be

understood as referring to Licensed Products that

require, or will require, separate Marketing

Authorisations in the United States of America.

MARKETING AUTHORISATION Regulatory approval to market and sell a Licensed

Product in any part of the Territory and shall

include, without limitation, approval granted with

respect to any BLA, NDA or the non-US equivalent

thereof.

NDA A new drug application (as that term is used in

Title 21 of the United States Code of Federal

Regulations) filed with the FDA seeking Regulatory

Approval to market and sell any Licensed Product(s)

in the United States for a particular indication or

the non-U.S. equivalent thereof.

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NET SALES VALUE The invoiced price of Licensed Product(s) sold by

Oxxon or any of its Affiliates (or, in the context

of Clause 6.6(b) its Sublicensees, or in the context

of Clause 6.7 and 6.11 Oxxon or any of its Affiliates

and/or its Sublicensees) to independent third

parties in arm's length transactions exclusively for

money or, where the sale is not at arm's length, the

price that would have been so invoiced if it had

been at arm's length, after deduction of normal trade

discounts actually granted and any credits actually

given, and, provided the amounts are separately

charged on the relevant invoice, any costs of

packaging, insurance, carriage and freight, any

value added tax or other sales tax, and any import

duties or similar applicable government levies.

OPT-IN FEES The fees described in Clause 6.4.

PARTIES Xenova and Oxxon, and "Party" shall mean either of

them.

PATENTS Any and all of the Xenova Patent Rights and the

Arising Patents.

PHASE I STUDIES As to a specific Licensed Product, one or more

controlled and lawful studies in humans, the

principal purpose of which is a preliminary

determination of safety of the Licensed Product for

its intended use in healthy individuals or patients

to support its continued testing in similar clinical

trials prescribed by the FDA or any relevant foreign

regulatory authority.

PHASE II STUDIES As to a specific Licensed Product, one or more

controlled and lawful studies in humans of the

safety, dose ranging and efficacy of such Licensed

Product, which is prospectively designed to generate

sufficient data (if successful) to commence Phase III

Studies of such product.

PHASE III STUDIES As to a specific Licensed Product, one or more

controlled and lawful studies in humans of the

efficacy and safety of such Licensed Product, which

is prospectively designed to demonstrate

statistically whether such Licensed Product is

effective and safe for use in a particular indication

in a manner sufficient to file a BLA or NDA to

obtain regulatory approval to market and sell that

Licensed Product in any part of the Territory for

the indication being investigated by the study.

PRE-CLINICAL STUDIES As to a specific Licensed Product, in vitro or in

vivo (non-human) studies, including but not limited

to evaluation of the safety, immunogenicity,

pharmacology or toxicity profile of a therapeutic

agent.

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REASONABLE AND DILIGENT Exerting such efforts and employing such resources as

EFFORTS would normally be exerted or employed by a

reasonable, [_] when utilizing sound and reasonable

scientific, business and medical practice and

judgment in order to develop the product in a timely

manner and maximise the economic return to the

Parties from its commercialisation.

REVOCATION PROCEEDINGS Any proceedings before a national or international

Patent Office where the validity of any of the

Xenova Patent Rights is at issue including opposition

proceedings in respect of European patents and

interference proceedings in respect of US patents,

but excluding any proceedings that form part of, or

are linked with, proceedings in which allegations of

patent infringement are made.

ROYALTY RECEIPTS The amount of any royalties received by, or due to,

Oxxon or any of its Affiliates calculated on the

sale of Licensed Product(s) less any Value Added

Tax.

SELECTED INDICATIONS The Field A Indications (if any) and the Field B

Indications (if any).

SUB-LICENSEE Any third party (including an Affiliate of Oxxon) to

whom Oxxon has sub-licensed any of Oxxon's rights

under this Agreement.

TERRITORY The World.

UPFRONT RECEIPTS Subject to Clause 6.6(a)(iii) and (iv), the amount of

any payment (excluding Value Added Tax), and the

value of any non-monetary receipt, obtained by, or

due to, Oxxon or its Affiliate, by way of "upfront"

or initial consideration (whether payable in one or

more instalments) in relation to the sub-licensing

(including the grant of any option over a

sub-licence) of any Xenova Intellectual Property,

and including any of the following:

(a) up-front payments due under any sub-licence

agreement;

(b) payments in excess of a fair market rate for

the funding of research or development

activities related to any Licensed Product;

cross- licensing arrangements, the value of any

third party licence obtained under such

arrangements;

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(d) any premium paid over the fair market value of

shares, options or other securities in respect

of any of the share capital of Oxxon or its

Affiliate (such fair market value to be

determined on the assumption that Xenova had not

granted, nor agreed to grant, any rights to

Oxxon in respect of any Xenova Intellectual

Property);

(e) any loan, guarantee or other financial benefit

made or given other than on normal market

terms; and

(f) any shares, options or other securities obtained

from a third party.

VALID CLAIM A claim of a patent or patent application that has

not expired or been held invalid or unenforceable by

a court of competent jurisdiction in a final and

non-appealable judgment.

XENOVA INTELLECTUAL Any and all of the Xenova Patent Rights, Xenova

PROPERTY Know-how and Xenova Materials.

XENOVA KNOW-HOW Technical information in the possession of Xenova or

its Affiliates in the Field relating to (a) DISC-HSV

Vector and/or (b) the inventions claimed in the

Xenova Patent Rights, and being further described in

the attached Schedule 2.

XENOVA MATERIALS Physical materials in the possession of Xenova or its

Affiliates in the Field relating to (a) DISC-HSV

Vector and/or (b) the inventions claimed in the

Xenova Patent Rights, being those described in the

attached Schedule 2 and such other materials in the

possession of Xenova or its Affiliates that:

(a) were developed by Xenova or its Affiliates in

its research and development programme for

DISC-HSV prior to the Commencement Date; and

(b) fall within the categories set out in Schedule

2; and

of Licensed Product(s); and

(d) of which Xenova or its Affiliates is the

beneficial owner; and

(e) which Xenova or its Affiliates is not prevented

from providing as a result of a pre-existing

agreement with a third party.

XENOVA PATENT RIGHTS The patents and patent applications described in the

attached Schedule 1 together with any continuations,

continuations in part, extensions, reissues,

divisions, and any patents, supplementary protection

certificates and similar rights that are based on or

derive priority from the foregoing.

XENOVA REPRESENTATIVES Mr Terry Stancliffe and Dr Elizabeth Rollinson and

the executive board directors of Xenova.

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2 JOINT DEVELOPMENT FORUM

2.1 Formation, Within 90 days after the Commencement Date, the Parties shall

establish a Joint Development Forum, by each Party designating its

initial members to serve on the Joint Development Forum and notifying the

other Party of its dates of availability for the first meeting of the

Joint Development Forum. At the Joint Development Forum Oxxon shall

report to Xenova on its progress in developing Licensed Product(s) for

purposes of commercialization in the Field in the Territory. The Joint

Development Forum shall consist of up to three (3) representatives

designated by each Party. Each Oxxon representative shall have relevant

and appropriate development expertise in order to report on and discuss

the development of the Licensed Product(s). If a representative of a

Party is unable to attend a meeting of the Joint Development Forum, such

Party may designate an alternate to attend such meeting. In addition,

each Party may, at its discretion, invite a reasonable number of other

employees, consultants or scientific advisors to attend the meetings of

the Joint Development Forum, provided that such invitees are bound by

appropriate confidentiality obligations. Each Party may change one or all

of its representatives to each Joint Development Forum at any time upon

notice to the other Party.

2.2 Meetings, The Joint Development Forum shall meet every six months and at

such other times as the Parties may agree. The first meeting of the Joint

Development Forum shall be held as soon as reasonably practicable, but in

no event later than 90 days after the Commencement Date. Meetings shall

be held at such place or places as are mutually agreed or by

teleconference or videoconference; provided, however, that there shall be

at least one face-to-face meeting per calendar year.

2.3 Responsibilities. During the continuation of this Agreement, the Joint

Development Forum shall:

(a) receive reports from Oxxon on the progress of the development of

Licensed Products;

(b) provide Xenova with an opportunity to comment on the Development

and Commercialisation Plan;

possession or control which may facilitate Oxxon's development of

Licensed Products; and

(d) facilitate the initial transfer of Xenova Know-How between the

Parties for purposes of enabling Oxxon to develop Licensed

Products;

For the avoidance of doubt the Joint Development Forum shall not have any

role or responsibility in relation to determining whether Oxxon has

complied or will comply with its obligations to Xenova under Clauses 3 or

7.1.

2.4 Disputes. If agreement cannot be reached within the Joint Development

Forum, Oxxon shall have the right to make the final determination

concerning the resolution of the disagreement.

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3 DEVELOPMENT

3.1 Development and Commercialisation Plan; IND filing. Without prejudice to

the generality of Oxxon's obligations under Clause 7.1, Oxxon shall:

(a) Within [_] of Oxxon making its selection of its first Indication

pursuant to Clause 4.3(b) Oxxon shall create a Development and

Commercialisation Plan based on the initial, summary Development

and Commercialisation Plan set out in Schedule 3, which will set

out Oxxon's proposed development of Licensed Product(s) in

relation to such first Indication. The Development and

Commercialisation Plan shall describe in outline Oxxon's

development activities for the applicable Licensed Product in the

applicable Indication. Oxxon will update the Development and

Commercialisation Plan on a regular (and at least six-monthly)

basis, and such updates shall address the relevant stage of

development and commercialization of the Licensed Product(s)

including information under the headings set out in Part 2 of

Schedule 3 as and when such information is available; and

(b) Oxxon shall use Reasonable and Diligent Efforts to file, within

[_] of selecting each Indication in accordance with Clause 4.3, an

IND for a Licensed Product for such Indication. In the event that

Oxxon is in breach of its obligation to use Reasonable and

Diligent Efforts to file in accordance with this Clause 3.1(b)

then Xenova shall only be entitled to exercise any right of

termination under Clause 10.2.2 if Oxxon is in breach of its

obligation in respect of all Selected Indications.

3.2 Development activities. With respect to each Licensed Product, Oxxon

shall be responsible for the development and commercialisation of such

Licensed Product in the Field in the Territory in accordance with the

Development and Commercialisation Plan. Such development and

commercialisation shall be carried out in accordance with the provisions

of this Agreement.

3.3 Development costs. Oxxon shall bear all costs associated with the

development of Licensed Product(s), including costs incurred in

connection with the Development and Commercialisation Plan save that

Xenova shall bear its own costs associated with attending and

participating in the Joint Development Forum as set out in Clauses 2.1 to

2.4 . If Xenova agrees with Oxxon to conduct work as part of the

Development and Commercialisation Plan, Xenova's costs of conducting such

work shall be borne by Oxxon, with the time costs of Xenova

representatives being charged to Oxxon on a full-time equivalent (FTE)

basis. Xenova's FTE rate for its representatives shall be agreed between

the Parties but in any event it shall be not less than [_] per annum (on

a pro-rata basis) plus all product-related consumable costs and external

costs associated with such work. For the avoidance of doubt, these rates

shall not apply to any manufacturing work performed by Xenova, which

would be the subject of separate manufacturing agreement(s) as may be

agreed in writing by the Parties.

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3.4 Reporting. Without prejudice to the generality of Oxxon' s obligations

under Clause 7.1, Oxxon shall provide a Development and Commercialisation

Report to Xenova at least twice per year to Xenova (and in any event

prior to each meeting of the Joint Development Forum), summarising its

past, current and projected activities taken or to be taken by Oxxon to

bring Licensed Product(s) to market and maximise the sale of Licensed

Product(s) worldwide; and from time to time at Xenova's reasonable

request and on reasonable notice Oxxon shall provide details of such

activities. Xenova's receipt or approval of any such report shall not be

taken to waive or qualify Oxxon's obligations under Clause 7.1.

4. GRANT OF RIGHTS

4.1 Licences to Xenova Intellectual Property. Xenova hereby grants to Oxxon,

subject to the provisions of this Agreement, the following licences in

the Field:

(a) an exclusive licence under the Xenova Patent Rights, with the

right to sub-license, subject to Clause 4.6, to develop,

manufacture, have manufactured, use and sell product(s) in the

Field in the Territory for the Selected Indications; and

(b) an exclusive licence to use the Xenova Know-how and the Xenova

Materials, with the right to sub-license, subject to Clause 4.6,

to develop, manufacture, have manufactured, use and sell

product(s) in the Field in the Territory for the Selected

Indications.

For the avoidance of doubt, Oxxon shall only be entitled to exploit the

rights granted to Oxxon under the licences set out in Clauses 4.1 (a) and

4.1(b) in respect of the Field A Indications in Field A, and in respect

of the Field B Indications in Field B.

4.2 [_]

4.3 Selection of Indications. The licences granted under Clause 4.1 are

limited to the Indications that Oxxon selects in accordance with the

provisions of this Clause 4.3, as follows:

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(a) Oxxon shall have the exclusive right to select one or more of the

Indications, in Field A and/or in Field B, subject to the

provisions of the following paragraphs of this Clause 4.3. In

respect of each Indication, Oxxon shall exercise this right from

time to time by giving written notice to Xenova, within the

relevant time-limit referred to in this Clause, stating the

Indication and whether it is selected for Field A or Field B.

(b) Within [_] of the Commencement Date, Oxxon will select [_]

Indications in Field A.

Indications in Field B.

(d) Provided that Oxxon has selected [_] Indications in Field A and

[_] Indications in Field B in accordance with the time limits

stated in paragraphs (b) and (c) above:

(i) during the [_], Oxxon may select [_] further Indications in

Field A and/or in Field B, subject to payment of the Opt-in

Fees in respect of each Indication that is selected in

either of Field A or Field B.

(ii) Provided that Oxxon has [_] develop such Further

Indications in accordance with this Agreement, during the

[_] Oxxon may notify Xenova of Further Indications in Field

A and/or in Field B that it wishes to select.

(iii) On receipt of a valid notice pursuant to Clause 4.3(d)(ii)

Oxxon shall, subject to Clause 4.3(d)(iv) be entitled to a

licence to such Further Indication in accordance with

Clause 4.1.

(iv) In the event that Xenova has granted prior rights to any

third party and as a result is not able to grant a licence

to Oxxon in accordance with Clause 4.3(d)(iii) or such

grant would result in Xenova being in breach of its

obligations under any agreement with a third party, Xenova

shall offer to Oxxon a licence to the Further Indication to

the extent available. Such licence shall, to the extent

possible, reflect the terms of the licence granted to Oxxon

under Clause 4.1 and the other provisions of this Agreement

(including its financial provisions) save that, if the

rights granted are less than those provided for under

Clause 4.1, the Parties will negotiate in good faith to

agree the appropriate royalty rate payable in respect of

such licence and for the avoidance of doubt no such licence

shall be granted until all of the terms of the licence

agreement have been agreed in writing.

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(v) Oxxon's right of selection under this paragraph (d) shall

continue during the [_], except that this right shall [_]

of the Commencement Date if Oxxon [_], on or before the due

date, the annual fee that is due on that [_] under Clause

6.4(a) ("Payment Default"). Except where Oxxon's rights

have expired due to [_], Oxxon may extend its right of

selection under Clause 4.3(d)(ii) beyond the [_] for

successive periods of [_] by [_] on or before the [_] of

the Commencement Date and on [_] of the Commencement Date

the annual fee due under Clause 6.4(b).

4.4 Arising Intellectual Property.

4.4.1 Oxxon shall own all Arising Intellectual Property.

4.4.2 Oxxon agrees to grant to Xenova an exclusive, worldwide licence under

Arising Intellectual Property outside the Field on reasonable commercial

terms, to research, develop, make, have made, import, use, sell and

otherwise deal in any and all products and processes outside the Field.

If the Parties are unable to agree such terms within 90 days of either

Party requesting the negotiation of such terms ("Exclusivity Period")

then Oxxon shall not be obliged to grant a licence to Xenova and shall be

free to discuss and conclude with third parties licensing agreements

relating to the Arising Intellectual Property.

4.5 Formal licences. If requested by Oxxon, and at Oxxon's administrative

cost, the Parties shall execute such formal licences as may be necessary

or appropriate for registration with Patent Offices and other relevant

authorities in particular territories. In the event of any conflict in

meaning between any such licence and the provisions of this Agreement,

the provisions of this Agreement shall prevail. The Parties shall use

reasonable endeavours to ensure that, to the extent permitted by relevant

authorities, this Agreement shall not form part of any public record.

4.6 Sub-licensing. Oxxon shall be entitled to grant sub-licences (which for

the purposes of this Clause 4.6 shall include any option or right to

acquire a sub-licence) of its rights under this Agreement to any person

(including without limitation any Affiliate of Oxxon), provided that:

(a) Oxxon enters into a written agreement with each Sub-licensee;

(b) the sub-licence shall impose appropriate obligations on the

Sub-licensee which are equivalent to the obligations on Oxxon

under Clauses 3.4,4.4, 5.5 to 5.8, 6.12, 7 and 10 of this

Agreement; and

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(d) within [_] following the grant of any sub-licence Oxxon shall

notify Xenova that a sub-licence has been entered into and provide

a true copy of the sub-licence agreement to Xenova; and

(e) for as long as Oxxon remains a party to the sub-licence agreement,

Oxxon shall be [_] of the sub-licence agreement by the

sub-licensee, as if [_] had been that of Oxxon under this

Agreement.

4.7 No other licence. It is acknowledged and agreed that except for the

licence(s) expressly granted by the provisions of this Clause 4, Xenova

reserves all its rights. Without prejudice to the generality of the

foregoing Xenova reserves all rights under the Xenova Intellectual

Property outside the Field. It is understood and agreed that under

regulatory GCP Xenova will be required to retain archive samples of

Xenova Materials and archive originals or copies of Xenova Know-how. For

the avoidance of doubt, no rights are granted under this Agreement in the

Haematology Indications.

4.8 Quality. Oxxon shall be responsible for ensuring that all Licensed

Product(s) marketed by it or its Sub-licensees are of satisfactory

quality and comply with all applicable laws and regulations in each part

of the Territory. Oxxon's liability in respect of such responsibilities

shall be in accordance with the provisions of Clause 9.2.3.

5. KNOW-HOW AND CONFIDENTIAL INFORMATION

5.1 Provision of Know-how. Upon Oxxon's reasonable request, Xenova shall free

of charge supply Oxxon with all Xenova Know-how in existence at the

Commencement Date that Xenova is at liberty to disclose and that has not

previously been disclosed to Oxxon and which is reasonably necessary to

enable Oxxon to undertake the further development of the Licensed

Product(s). In addition, Xenova shall free of charge supply to Oxxon all

information which Xenova or its Affiliates receives from any regulatory

body after the Commencement Date in response to filings made before the

Commencement Date to the extent that such information relates to the

Xenova Intellectual Property and would assist Oxxon in the development of

Licensed Products. The Xenova Know-how shall be subject to the

confidentiality provisions of Clause 5.6. If Oxxon requires any technical

support or training to enable it to develop Licensed Products then the

parties will discuss such requirements and negotiate in good faith to

agree the terms under which such support or training will be provided.

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Confidential

5.2 Transfer of Materials. Xenova shall supply to Oxxon the Xenova Materials

in accordance with the provisions of Schedule 2 and in such manner as the

Parties may agree with a view to ensuring the stability and safe delivery

of the samples of the Xenova Materials.

5.3 Status of Know-how and Materials. Oxxon acknowledges that the Xenova

Know-how and Xenova Materials are at an early stage of development.

Subject to Clause 9, specific results cannot be guaranteed and any

results, materials, information or other items, including the Xenova

Know-how and Xenova Materials and inventions claimed in the Xenova Patent

Rights provided under this Agreement are provided "as is" and without any

express or implied warranties, representations or undertakings.

5.4 Responsibility for development of Licensed Product(s). Oxxon shall be

exclusively responsible for the technical and commercial development and

manufacture of Licensed Product(s) and for incorporating any

modifications or developments thereto that may be necessary or desirable

and for all Licensed Product(s) sold or supplied, and accordingly Oxxon

shall indemnify Xenova in the terms of Clause 9.2.3.

5.5 Use of Know-how. Oxxon undertakes that for a period of [_] from the

date of first commercial sale of Licensed Product(s) hi the Territory or

for so long as any substantial part of the Know-how remains subject to

the obligations of confidence of Clause 5.6, whichever is the shorter, it

will not use the Xenova Know-how for any purpose except [_].

5.6 Confidentiality obligations. Each Party ("Receiving Party") undertakes:

(a) to maintain as secret and confidential all Know-how and other

technical or commercial information obtained directly or

indirectly from the other Party ("Disclosing Party") in the course

of or in anticipation of this Agreement and to respect the

Disclosing Party's rights therein;

(b) to use the same exclusively for the purposes of this Agreement;

and

and Sub-licensees pursuant to this Agreement (if any) to whom and

to the extent that such disclosure is reasonably necessary for the

purposes of this Agreement.

5.7 Exceptions to obligations. The provisions of Clause 5.6 shall not apply

to Know-how and other information which the Receiving Party can

demonstrate by reasonable, written evidence;

(a) was, pr

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