LICENSE AND DISTRIBUTION AGREEMENT

Distribution Agreement

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Cambridge Laboratories Ltd. | Immuno-Designed Molecules S.A

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Title: LICENSE AND DISTRIBUTION AGREEMENT
Date: 3/31/2006
Industry: Biotechnology and Drugs Sector: Healthcare

LICENSE AND DISTRIBUTION AGREEMENT, Parties: cambridge laboratories ltd. , immuno-designed molecules s.a

EXHIBIT 10.60

***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)

LICENSE AND DISTRIBUTION AGREEMENT

by and between

Immuno-Designed Molecules S.A.

and

Cambridge Laboratories Ltd.


IDM Initial		CL Initial


May 10, 2005		2 / 36

TABLE OF CONTENTS


1 DEFINITIONS			5
2 APPOINTMENT			8
2.1 APPOINTMENT AND GRANT			8
2.2 SUB-DISTRIBUTION AND SUB-LICENSES			8
3 SCOPE OF APPOINTMENT			8
3.1 TERRITORY			8
3.2 COMPETITIVE PRODUCTS AND CLINICAL TRIALS			9
3.3 NEW INDICATIONS / ADDITIONAL TERRITORY			10
3.4 IMPROVEMENTS			10
3.4.1 Distributor’s Improvements			10
3.4.2 Development of Distributor’s Improvements			11
3.4.3 Supply of data by the Distributor			11
3.4.4 IDM Improvements			11
3.4.5 Rejection of IDM Improvements			11
4 UP-FRONT FEE / MILESTONES			11
4.1 UP-FRONT FEE			11
4.2 UP-FRONT FEE PARTIAL REIMBURSEMENT			11
4.3 REGISTRATION MILESTONE			11
4.4 NET SALES-RELATED PERFORMANCE ROYALTY			12

5 RELATIONSHIP BETWEEN THE PARTIES			12
5.1 INDEPENDENT CONTRACTORS			12
5.2 WHOLESALERS			12
5.3 IDM RESPONSIBILITIES AND OBLIGATIONS			12
6 REGULATORY			12
7 DISTIBUTOR’S DUTIES			13
7.1 GENERAL			13
7.2 PROMOTION, MARKETING AND SALES			14
7.3 COMMENCEMENT OF MARKETING			15
7.4 PROMOTIONAL MATERIALS			15
7.5 PROVISION OF Know-How			16
7.6 MINIMUM ANNUAL QUOTAS			16

8 IDM’S DUTIES			16
8.1 CONFORMITY OF PRODUCT			16
8.1.1 Compliance with Product Specifications			16
8.1.2 Claims of non-conformity			16
8.1.3 Non-conforming Product			16
8.1.4 Laboratory costs			17
8.1.5 Disclaimer			17
8.1.6 Warranty exclusions			17
8.1.7 Additional specifications			17
8.2 LICENSES TO PERFORM			18
8.3 MARKETING ASSISTANCE, PROVISION OF KNOW-HOW			18

9 COOPERATION BETWEEN PARTIES			18
9.1 MARKETING PLANNING			18
9.2 INTELLECTUAL PROPERTY RIGHTS			18
9.3 IDM’s PATENT OBLIGATIONS			18
9.4 IDM ^’ S ORPHAN DRUG DESIGNATION OBLIGATIONS			19
10 FORECASTS AND ORDERS			19
10.1 FORECASTS			19
10.2 ORDERS			20
11 PRICE OF PRODUCT			20
11.1 CONDITION PRECEDENT			20
11.1.1 Public Price			20
11.1.2 No material adverse change			20
11.2 TRANSFER PRICE OF PRODUCT			20
11.3 ROYALTIES			21
11.4 ROYALTY PAYMENT AND RECONCILIATION			21
11.5 CURRENCY AND EXCHANGE RATES			21


IDM Initial		CL Initial


May 10, 2005		3 / 36


11.6 PRICE REVISION			21
11.6.1 Following Cost of Goods changes			21
11.6.2 Following commercial amendments			21
12 DELIVERY OF PRODUCT			21
13 RECORDS			22
13.1 RECORDS			22
13.2 LATE PAYMENTS			22
13.3 GUARANTEE			22
14 STORAGE — INVENTORY — RETURNS			22
14.1 STORAGE			22
14.2 RETURN OF PRODUCT			22
15 QUALITY			22
15.1 QUALITY CONTROL			22
15.2 SUSPENSION OF DISTRIBUTION			23
15.3 PRODUCT RECALL			23
16 TRADEMARKS			23
16.1 USE OF TRADEMARKS			23
16.2 PRODUCT MARK INFRINGEMENT			24
16.3 MAINTENANCE OF THE TRADEMARKS			25
16.4 INACTIVE OR ABANDONED TRADEMARKS			25

17 TERM AND TERMINATION OF THE AGREEMENT			25
17.1 TERM OF THE AGREEMENT			25
17.2 TERMINATION			25
17.3 CHANGE OF CONTROL / ASSIGNMENT			26
17.4 CONSEQUENCES OF TERMINATION			26
18 CONSEQUENTIAL LOSS — INSURANCE			27
18.1 CONSEQUENTIAL LOSS			27
18.2 INSURANCE			27
19 INDEMNIFICATION			28
19.1 INDEMNIFICATION BY THE DISTRIBUTOR			28
19.2 INDEMNIFICATION BY IDM			28
19.3 INDEMNITY PROCEDURE			29
19.4 DEFENCE OF CLAIM			29
20 ACTIONS OF COMPETITORS, LITIGATION			29
21 CONFIDENTIALITY			29
21.1 CONFIDENTIAL INFORMATION			29
21.2 PRIOR CONFIDENTIALITY AGREEMENT			30
22 GOVERNING LAW — DISPUTES			30
22.1 GOVERNING LAW			30
22.2 DISPUTES			30
22.2.1 Mediation			30
22.2.2 Arbitration			30
23 FORCE MAJEURE			30
24 REPRESENTATIONS AND WARRANTIES			31
24.1 REPRESENTATIONS AND WARRANTIES OF IDM			31
24.1.1 Organization and authority			31
24.1.2 No conflict			31
24.1.3 Ownership			31
24.1.4 Enforceability			31
24.1.5 Actions			31
24.1.6 No infringement			31
24.1.7 Warranty			32
24.2 REPRESENTATIONS AND WARRANTIES OF CL			32
24.2.1 Organization and authority			32
24.2.2 No conflict			32
25 MISCELLANEOUS			32
25.1 ENTIRE AGREEMENT			32
25.2 No WAIVER			33
25.3 PUBLIC ANNOUNCEMENTS			33
25.4 NOTICES			33


IDM Initial		CL Initial


May 10, 2005		4 / 36


25.5 SEVERABILITY			34
25.6 LANGUAGE			34
25.7 EXPENSES			34
26 SCHEDULES			35
26.1 SCHEDULE A			35
26.2 SCHEDULE B			35
26.3 SCHEDULE B-1			35
26.4 SCHEDULE C			35
26.5 SCHEDULE D			35
27 SCHEDULE E — PATENT LIST			36


IDM Initial		CL Initial


May 10, 2005		5 / 36

LICENSE AND DISTRIBUTION AGREEMENT

This License and Distribution Agreement (the “Agreement”) is made as of the Date of Signature between:

IDM IMMUNO-DESIGNED MOLECULES S.A., a limited company organised and existing under the laws of France, registered at Paris RCS under 382 632 263, whose office is at 172 rue de Charonne 75011 Paris FRANCE.

Hereinafter referred to as “IDM”

and

CAMBRIDGE LABORATORIES LTD. trading as CAMBRIDGE LABORATORIES IRELAND whose principal place of business is Alexandra House, The Sweepstakes, Ballsbridge, Dublin 4, IRELAND.

Hereinafter referred to as “CL” or “Distributor”.

RECITALS

1. CL is engaged in the business of promoting, marketing, selling and distributing certain pharmaceutical products.

2. IDM desires to appoint the Distributor as its exclusive distributor of the Product in the Territory and the Distributor desires to accept such appointment subject to the terms of this Agreement.

AGREED TERMS

1 DEFINITIONS

When used in this Agreement, including the Recitals and the Schedules (which are an integral part of this Agreement) and unless otherwise expressly indicated, the following terms shall have the following meanings:

Adverse Events means any undesirable event (from any source, including consumers or competitors) including serious adverse events reported to the Distributor or of which the Distributor becomes aware, and, in particular, those events relating to the Product in respect of which the Parties’ respective obligations are set out in Schedule B.

Affiliates means with respect to any Party, any person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common Control with such Party. The term control , for the purpose of this definition, with respect to the relationship between or among two persons, means the possession, directly or indirectly or as trustee or executor of the power to direct or cause the direction of the affairs or management of a person, whether through ownership of voting securities or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such person.

Agreement means this agreement between the Parties.

Authorities means the competent authorities in the Territory in charge of determining and/or approving the marketing, the pricing and/or the reimbursement (as applicable) of pharmaceutical products.

Business Year means a calendar year or, in the case of the first Business Year, the remainder of the calendar year current at the Effective Date.

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