DATED 3
rd
of_April, 2006
AMENDMENT 5
to
LICENSE AGREEMENT dated 1 July 2005
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
1
|
|
|
|
1
|
|
2
|
|
|
|
2
|
|
3
|
|
|
|
6
|
|
4
|
|
|
|
6
|
|
5
|
|
|
|
6
|
|
6
|
|
|
|
6
|
i
THIS
AMENDMENT 5 (this “
Amendment ”) to the License Agreement (as defined
below) is made as of 3 rd of April, 2006 between the following
parties:
|
(1)
|
|
RENEURON LIMITED
a company incorporated
in England and Wales (registered number 03375897) whose registered
office is at 10 Nugent Road, Surrey Research Park, Guildford,
Surrey GU2 7AF, United Kingdom (“ ReN ”);
and
|
|
|
|
|
|
(2)
|
|
STEMCELLS, INC.
a corporation organised
and existing under the laws of the State of Delaware, whose
principal place of business is at 3155 Porter Drive, Palo Alto,
California 94304, United States of America (“ SCI
”).
|
|
(A)
|
|
ReN
and SCI have entered into:
|
|
|
(i)
|
|
a
license agreement dated 1 July 2005 (the “License
Agreement”);
|
|
|
|
|
|
|
|
(ii)
|
|
an
amendment to the License Agreement dated 1 August 2005
(“Amendment 1”)
|
|
|
|
|
|
|
|
(iii)
|
|
a
subscription and share exchange agreement dated 1 July 2005
(the “Subscription and Share Exchange Agreement”), as
required by the License Agreement
|
|
|
|
|
|
|
|
(iv)
|
|
an
amendment to the Subscription and Share Exchange Agreement pursuant
to a deed dated 1 August 2005 (the “Deed of
Amendment”)
|
|
|
|
|
|
|
|
(v)
|
|
a
second amendment to the License Agreement dated 9
September 2005;
|
|
|
|
|
|
|
|
(vi)
|
|
a
third amendment to the License Agreement dated 28
November 2005; and
|
|
|
|
|
|
|
|
(vii)
|
|
a
fourth amendment to the License Agreement dated 31 January,
2006.
|
|
(B)
|
|
The
parties hereto wish to further amend the License Agreement in
accordance with the terms of this Amendment.
|
|
1
|
|
INTERPRETATION
|
|
|
|
|
|
1.1
|
|
Save as defined in this Amendment,
expressions used in this Amendment shall have the meanings given
thereto in the License Agreement.
|
|
|
|
|
|
1.2
|
|
In
this Amendment:
|
|
|
1.2.1
|
|
the
headings in this Amendment do not affect its construction or
interpretation;
|
|
|
|
|
|
|
|
1.2.2
|
|
a
reference to a document is a reference to that document as amended
or modified from time to time in writing by the mutual consent of
the parties; and
|
|
|
|
|
|
|
|
1.2.3
|
|
the
singular includes the plural and vice versa and any gender includes
any other gender.
|
- 1 -
|
2
|
|
AMENDMENT
|
|
|
|
|
|
2.1
|
|
The
parties to this Amendment agree that the License Agreement shall be
amended as follows:
|
|
|
|
|
|
|
|
Existing Section 1.39 of the
License Agreement is hereby renumbered Section 1.40 and the
following new Section 1.39 is inserted in the License
Agreement:
|
1.39
“Supply Agreement” shall mean an agreement between the
Parties so titled, of even date herewith.
|
|
|
Existing Sections 1.40 through
1.42 of the License Agreement are hereby renumbered Sections 1.41
through 1.43 respectively.
|
|
|
|
|
|
|
|
2.1.2 Section 2.04 of the
License is deleted and the following text is
substituted:
|
(a)
Nomination of Research Cell Lines . From time to time during
the period commencing on the Effective Date and ending upon the
expiration of the Royalty Term, SCI shall have the right to
nominate one or more Cell Lines from among Cell Lines already in
ReN’s possession as of the Effective Date for use by SCI
solely for pre-clinical research purposes (a “Research Cell
Line”). Such nomination shall be rejected by ReN only if::
(i) ReN had, prior to its receipt of such nomination from SCI,
directly or indirectly commenced in vivo pre-clinical testing for
developmental purposes (such as initial efficacy or toxicology
testing) with respect to such nominated Cell Line, or
(ii) such nominated Cell Line was, as of the date of
ReN’s receipt of such nomination from SCI, already created or
produced by ReN for a Third Party or otherwise subject to a
pre-existing contractual restriction with a Third Party. ReN shall
provide written notice to SCI within thirty (30) days after
ReN’s receipt of a given Cell Line nomination if any of the
foregoing causes for rejection apply. A nominated Cell Line that is
not timely rejected by ReN as provided in this Section 2.04(a)
is referred to herein as an “Approved Research Cell
Line.” The parties agree that the following three Cell Lines
shall be deemed to be nominated and not rejected and therefore
Approved Research Cell Lines for purposes of this
Section 2.04: cortical line CTX0E10, striatal line STR0C08,
and ventral mesencephalon line VME0A04. Upon nomination, SCI shall
provide ReN with a written description of the research SCI will
conduct with each Approved Research Cell Line (similar to the
e-mail already provided to ReN by SCI with respect to the Cell
Lines described in the foregoing sentence). SCI shall provide ReN
with the data and results arising from its research with each
Approved Research Cell Line.
(b)
Nomination of Development Cell Lines . From time to time
during the period commencing on the Effective Date and ending upon
the expiration of the Royalty Term, SCI shall have the right to
nominate one or more new ( i.e. , not previously created or
pre-existing) Cell Lines for creation by ReN according
to
- 2 -
reasonable
specifications provided by SCI, for use by SCI for pre-clinical
development purposes within the SCI Field (a “Development
Cell Line”). Such nomination shall be rejected by ReN only if
such nominated Cell Line was, as of the date of ReN’s receipt
of such nomination from SCI, already created or produced by ReN for
itself, an Affiliate or a Third Party. ReN shall provide written
notice to SCI within thirty (30) days after ReN’s
receipt of a given Cell Line nomination if any of the foregoing
causes for rejection apply. A nominated Cell Line that is not
timely rejected by ReN as provided in this Section 2.04(b) is
referred to herein as an “Approved Development Cell
Line.”
(c) Supply ReN shall use commercially reasonable and
diligent efforts to establish and thereafter produce (directly or
through a sub-contractor) reasonable quantities of each Approved
Research Cell Line and Approved Development Cell Line, together
with methods for growth and expansion thereof. Once a Cell Line
becomes an Approved Development Cell Line, ReN shall have no right
to conduct research and pre-clinical development of such Approved
Development Cell Line (and ReN shall not develop or commercialize
such Approved Development Cell Line or Products therefrom, directly
or indirectly, nor authorize or license others to do so) for so
long as SCI shall continue di
|
