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EXCLUSIVE SUBLICENSE AGREEMENT

License Agreement

EXCLUSIVE SUBLICENSE AGREEMENT | Document Parties: IMARX THERAPEUTICS INC | UNEMED Corporation, You are currently viewing:
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IMARX THERAPEUTICS INC | UNEMED Corporation,

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Title: EXCLUSIVE SUBLICENSE AGREEMENT
Governing Law: Nebraska     Date: 5/4/2007

EXCLUSIVE SUBLICENSE AGREEMENT, Parties: imarx therapeutics inc , unemed corporation
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                                                                    EXHIBIT 10.7

                         EXCLUSIVE SUBLICENSE AGREEMENT
                        Re: UNMC Docket Nos. 63095 series

This Agreement having the effective date of October 10, 2003 ("EFFECTIVE DATE")
is made between UNEMED Corporation, 986099 Nebraska Medical Center, Omaha,
Nebraska 68198-6099 ("UNEMED") and ImaRx Therapeutics, Incorporated, 1635 East
18th Street, Tucson, AZ 85719 ("LICENSEE").

WHEREAS, the University of Nebraska Medical Center ("UNMC") desires to license
and otherwise commercialize certain technology resulting from the research of
its faculty; and

WHEREAS, UNEMED is a biomedical technology development company charged with and
having authority to assist UNMC in the licensing and commercial development of
its technology; and

WHEREAS, ImaRx Therapeutics, Incorporated is desirous of licensing certain UNMC
technology with the intent of furthering its commercial development;

In consideration of the mutual promises and covenants set forth below, the
parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

As used in this Agreement, the following terms shall have the following
meanings:

1.1 AFFILIATE: any company, corporation, or business in which LICENSEE owns or
controls at least fifty percent (50%) of the voting stock or other ownership.
Unless otherwise specified, the term LICENSEE includes AFFILIATES.

1.2 FIELD: Therapeutic applications of Non-PESDA (Non-perfluorocarbon enhanced
sonicated dextrose albumin) microbubbles for the treatment of thrombosis, as
described in UNMC Docket Series 63095.

1.3 UNEMED: UNEMED Corporation, a for-profit Nebraska corporation having offices
at 701 S. 42nd Street, 986099 Nebraska Medical Center, Omaha, Nebraska,
69198-6099.

1.4 LICENSED PROCESSES: the processes covered by issued claims of PATENT RIGHTS,
on a country-by-country basis, that if made used, sold, imported or offered for
sale would constitute, but for the license granted to Company pursuant to this
Agreement, an infringement of a claim of PATENT RIGHTS (infringement shall
include, but is not limited to, direct, contributory, or inducement to
infringe).

<PAGE>

1.5 LICENSED PRODUCTS: products covered by issued claims of PATENT RIGHTS , on a
country-by-country basis, that if made, used, sold, imported or offered for sale
would constitute, but for the license granted to Company pursuant to this
Agreement, an infringement of a claim of PATENT RIGHTS (infringement shall
include, but is not limited to, direct, contributory, or inducement to
infringe).

1.6 LICENSEE: ImaRx Therapeutics, 1635 East 18th Street, Tucson, AZ 85719

1.7 NET SALES: the amount billed, invoiced, or received (whichever occurs first)
for sales, leases, or other transfers of LICENSED PRODUCTS, less:

     (a) customary trade, quantity or cash discounts and non-affiliated brokers'
or agents' commissions actually allowed and taken;

     (b) amounts repaid or credited by reason of rejection or return;

     (c) to the extent separately stated on purchase orders, invoices, or other
documents of sale, taxes levied on and/or other governmental charges made as to
production, sale, transportation, delivery or use and paid by or on behalf of
LICENSEE or sublicensees; and

     (d) reasonable charges for delivery or transportation or insurance provided
by third parties, if separately stated.

     NET SALES also includes the fair market value of any non-cash consideration
received by LICENSEE or sublicensees (other than research and development
payments as set forth in 4.2(a)) for the sale, lease, or transfer of LICENSED
PRODUCTS.

1.8 NON-COMMERCIAL RESEARCH PURPOSES: use of PATENT RIGHTS for non-commercial
academic research or other non-commercial scholarly purposes which are
undertaken at a non-profit or governmental institution; provided however that
such entity does not use the PATENT RIGHTS in the production or manufacture of
products for sale or the performance of services for a fee.

1.9 NON-ROYALTY SUBLICENSE INCOME: Sublicense issue fees, sublicense maintenance
fees, sublicense milestone payments, and similar non-royalty payments made by
sublicensees to LICENSEE on account of sublicenses pursuant to this Agreement.

1.10 PATENT RIGHTS:

Patent applications associated with Tech ID # 95009 (the entire 63095 Family)
Title: New Agent for the Treatment of Thrombosis

                                                        Patent #
UNMC Docket #                                       Title (issue date)
-------------                                       ------------------
63095                   5,648,098        Thrombolytic Agents and Methods of
                                       Treatment for Thrombosis (issued 7/15/97)

63095.1                 5,980,950        Thrombolytic Agents and Methods of

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           divisional of 63095)        Treatment for Thrombosis (issued 11/09/99)

63095.2            6,197,345            Thrombolytic Agents and Methods of
           (continuation of 63095.1)   Treatment for Thrombosis (issued 3/06/01)

63095.3            Filed                Thrombolytic Agents and Methods of
           (continuation of 63095.2)   Treatment for Thrombosis (pending)

the inventions disclosed and claimed therein, divisional patent applications,
issued patents, CIP applications to the extent any new matter reads on claims of
a parent application, reissued and reexamined patents, all limited by FIELD to
be included within this agreement, and to the extent they are owned or
controlled by INSTITUTIONS, any and all foreign patents and patent applications
corresponding thereto.

1.11 TERRITORY: Worldwide

1.12 The terms "Public Law 96-517" and "Public Law 98-620" include all
amendments to those statutes.

1.13 The terms "sold" and "sell" include, without limitation, leases and other
transfers and similar transactions.

1.14 INSTITUTIONS: The Board of Regents of the University of Nebraska, a public
body corporate, doing business as the University of Nebraska Medical Center,
986099 Nebraska Medical Center, Omaha, Nebraska, USA, 68198-6099.

                                   ARTICLE II

                                 REPRESENTATIONS

2.1 INSTITUTIONS are owners by assignment from inventor(s) of their entire
right, title and interest in PATENT RIGHTS, in the foreign patent applications
corresponding thereto, and in the inventions claimed therein.

2.2 UNEMED has the authority from INSTITUTIONS to issue licenses under PATENT
RIGHTS. If for any reason UNEMED and INSTITUTIONS terminate their agreement
providing such authority, or UNEMED ceases to exist, this Agreement shall
automatically be reassigned to INSTITUTIONS.

2.3 UNEMED is committed to the policy that ideas or creative works produced at
INSTITUTIONS should be used for the greatest possible public benefit, and
believes that every reasonable incentive should be provided for the prompt
introduction of such ideas into public

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use, all in a manner consistent with the public interest.

2.4 LICENSEE is prepared and intends to use commercially reasonable efforts
develop the invention and to bring to market products, which are subject to this
Agreement.

2.5 LICENSEE is desirous of obtaining an exclusive license in the TERRITORY in
order to practice the above-referenced invention covered by PATENT RIGHTS in the
United States and in certain foreign countries, and to manufacture or have
manufactured, use, import, sell and have sold in the commercial market the
products made in accordance therewith, and UNEMED is desirous of granting such a
license to LICENSEE in accordance with the terms of this Agreement.

<PAGE>

                                   ARTICLE III

                                 GRANT OF RIGHTS

3.1 UNEMED hereby grants to LICENSEE and LICENSEE accepts, subject to the terms
and conditions hereof, in the TERRITORY and in the FIELD:

     an exclusive commercial license under PATENT RIGHTS,

     to research and develop, make and have made, to use and have used, to sell
and have sold, offer for sale and import the LICENSED PRODUCTS, and to practice
the LICENSED PROCESSES, for the life of the PATENT RIGHTS. Such licenses shall
include the right to grant sublicenses. In order to provide LICENSEE with
commercial exclusivity for so long as the license under PATENT RIGHTS remains
exclusive, UNEMED agrees that it will not grant licenses under PATENT RIGHTS to
others except as required by INSTITUTIONS' obligations in paragraph 3.2(a) or as
permitted in paragraph 3.2(b) .

3.2 The granting and exercise of this license is subject to the following
conditions:

     (a) U.S. Public Law 96-517, U.S. Public Law 98-620; if a subject invention;
the Memorandum of Agreement between the INSTITUTIONS and UNEMED dated March 31,
1998; the Technology Development Program Agreement dated November 27, 1991 .

     (b) UNEMED on behalf of INSTITUTIONS reserves the right to

          (i) make, have made, provide and use for UNEMED's and INSTITUTION'S
          NON COMMERCIAL RESEARCH PURPOSES the subject matter described and
          claimed in PATENT RIGHTS, including the ability to distribute any
          UNEMED- or INSTITUTION-owned materials within the PATENT RIGHTS for
          NON-COMMERCIAL RESEARCH PURPOSES as is customary in the academic
          community.

          (ii) grant to others licenses to use and develop the PATENT RIGHTS
          outside of the FIELD of this agreement.

     (c) LICENSEE shall use commercially reasonable efforts to effect
introduction of the LICENSED PRODUCTS or LICENSED PROCESS into the commercial
market as soon as

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practicable, consistent with sound and reasonable business practice and
judgment; thereafter, until the expiration of this Agreement, LICENSEE shall
endeavor to keep LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to
the public. Licensee shall use commercially reasonable efforts to meet the
milestones outlined in Section 3.2 (c), (i)-(iii) described below:

          (i) within three (3) years from the EFFECTIVE DATE of this Agreement,
          LICENSEE shall file an IND with the US FDA for a LICENSED PRODUCT or
          LICENSED PROCESS.

          (ii) within four (4) years from the EFFECTIVE DATE of this agreement,
          LICENSEE shall commence studies in humans with a LICENSED PRODUCT or
          LICENSED PROCESS.

          (iii) within six (6) years from the EFFECTIVE DATE of this agreement,
          LICENSEE shall commence Phase II studies with a LICENSED PRODUCT or
          LICENSED PROCESS.

     (d) At any time after 3 years from the effective date of this Agreement,
UNEMED may terminate or render this license non-exclusive if, in UNEMED's
reasonable judgment, the Progress Reports furnished by LICENSEE do not
demonstrate that LICENSEE has satisfied one of the following:

          (i) has succeeded in meeting the milestones as presented in
          3.2(c)i-iii, or

          (ii) is engaged in research, development, manufacturing, marketing or
          sublicensing activity (which includes making sublicenses reasonably
          available) appropriate to achieving 3.2(d)i, or

          (iii) has put the licensed subject matter into commercial use in at
          least one country in the TERRITORY hereby licensed, directly or
          through a sublicense, and is keeping the license subject matter
          reasonably available to the public.

     (e) In all sublicenses granted by LICENSEE hereunder, LICENSEE shall
include a requirement that the sublicensee use its commercially reasonable
efforts to bring the subject matter of the sublicense into commercial use as
quickly as is reasonably possible. LICENSEE

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shall further provide in such sublicenses that such sublicenses are subject and
subordinate to the terms and conditions of this Agreement applicable to a
sublicense, except: (i) the sublicensee may not further sublicense; and (ii) the
rate of royalty on NET SALES paid by the sublicensee to the LICENSEE. Copies of
all sublicense agreements shall be provided promptly to UNEMED. LICENSEE may
redact confidential information from such sublicenses.

     (f) After clinical or other evidence, provided in writing by UNEMED, to
LICENSEE, reasonably demonstrates the practicality of a particular use of PATENT
RIGHTS, which is not being developed or commercialized by LICENSEE, LICENSEE
shall either provide UNEMED with a reasonable development plan and start
development or attempt to reasonably sublicense of the particular PATENT RIGHTS
to a third party. If within six (6) months of such notification by UNEMED,
LICENSEE has not initiated such development efforts or sublicensed that
particular use of PATENT RIGHTS, UNEMED may reduce the FIELD to the extent of
such particular use of PATENT RIGHTS, as described in such notice, of this
license for such particular use of PATENT RIGHTS. This Paragraph 3.2 (f) shall
not be applicable if LICENSEE reasonably demonstrates to UNEMED that
commercializing such LICENSED PRODUCT(S) or granting such a sublicense would
have a potentially adverse commercial effect upon marketing or sales of the
LICENSED PRODUCTS developed and being sold by LICENSEE.

      (g) A license in any other field of use in addition to the FIELD shall be
the subject of a separate agreement and shall require LICENSEE's submission of
evidence, satisfactory to UNEMED, demonstrating LICENSEE's willingness and
ability to develop and commercialize in such other field of use the kinds of
products or processes likely to be encompassed in such other field.

     (h) During the period of exclusivity of this license in the United States,
LICENSEE shall cause any LICENSED PRODUCT, if a subject invention, produced for
sale in the United States to be manufactured substantially in the United States.

3.3 All rights reserved to the United States Government and others under Public
Law 96-517, and Public Law 98-620, if a subject invention, shall remain and
shall in no way be affected by this Agreement.

<PAGE>

                                   ARTICLE IV

                                    ROYALTIES

4.1 LICENSEE shall pay to UNEMED a non-refundable license royalty fee in the sum
of ten thousand dollars ($10,000.00) upon execution of this Agreement.

4.2 (a) LICENSEE shall pay to UNEMED during the term of this Agreement a royalty
of two percent (2% ) of NET SALES by LICENSEE and sublicensees. Should LICENSEE
be required to pay running royalties to a third party on any patent rights not
licensed hereunder ("Other Royalties") in order to make, use, import or sell a
particular LICENSED PRODUCT or LICENSED PROCESS, LICENSEE shall be entitled to
credit half (50%) of such Other Royalties against the running royalty due,
provided that the running royalties shall not be reduced below fifty percent
(50%) of those that would otherwise be due UNEMED for that LICENSED PRODUCT or
LICENSED PROCESS. In the case of sublicenses, LICENSEE shall also pay to UNEMED
a royalty of fifty percent (50%) of NON-ROYALTY SUBLICENSE INCOME, provided that
the sublicense grant is solely for PATENT RIGHTS and grants no additional rights
(including but not limited to patent, tangible property, know-how, data,
trademarks) to the sublicense which are owned or controlled by LICENSEE. Such
consideration shall include any upfront, annual, milestone or other payments and
value above fair market value of any equity purchased by sublicensee.
Consideration shall not include any research or development money paid to
LICENSEE to conduct research in the FIELD pursuant to a research plan and
budget.

Only one royalty shall be due under this Agreement for any given LICENSED
PRODUCT or LICENSED PROCESS if covered by multiple patents under PATENT RIGHTS.

Payment of royalty for any given LICENSED PRODUCT or LICENSED PROCESS does not
require either determination of infringement or validity of PATENT RIGHTS prior
to being paid to UNEMED, but rather on presumption of validity. Any royalties
already paid to UNEMED are nonrefundable should a court of competent
jurisdiction render a determination of invalidity of PATENT RIGHTS.

     (b) If the license pursuant to this Agreement is converted to a
non-exclusive one and if other non-exclusive licenses in the same FIELD and
TERRITORY are granted, the above royalties shall not exceed the royalty rate to
be paid by other licensees in the same FIELD and TERRITORY during the term of
the non-exclusive license.

     (c) On sales between LICENSEE and its AFFILIATES or sublicensees for
resale, the royalty shall be paid on the NET SALES of the AFFILIATE or
sublicensee.

4.3 No later than January 1 of the third calendar year after the effective date
of this Agreement,

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as provided below, LICENSEE shall pay to UNEMED the following non-refundable
license maintenance royalty and/or advance on royalties. Such payments may be
credited against running royalties due for that calendar year and Royalty
Reports shall reflect such a credit. Such payments shall not be credited against
milestone payments (if any) or against royalties due for any subsequent calendar
year.

January 1, 2006,         $3,000
January 1, 2007 ,        $3,000
January 1, 2008,         $4,000
each year thereafter,    $7,000

                                    ARTICLE V

                                    REPORTING

5.1 Prior to signing this Agreement, LICENSEE has provided to UNEMED a written
research and development plan under which LICENSEE intends to bring the subject
matter of the licenses granted hereunder into commercial use upon execution of
this Agreement. Such plan includes projections of sales, proposed marketing
efforts and the plan for achieving milestones outlined in Article III, Section
3.2 (c) (i) - (iii). A copy of this plan is included in Appendix A of this
agreement.

5.2 No later than sixty (60) days after June 30 of each calendar year, LICENSEE
shall provide to UNEMED a written annual progress report describing progress on
research and development, regulatory approvals, manufacturing, sublicensing,
marketing and sales during the most recent twelve (12) month period ending June
30 and plans for the forthcoming year. If multiple technologies are covered by
the license granted hereunder, the progress report shall provide the information
set forth above for each technology. If progress differs from that anticipated
in the plan required under Paragraph 5.1, LICENSEE shall explain the reasons for
the difference and propose a modified research and development plan for UNEMED's
review and approval. LICENSEE shall also provide any reasonable additional
information UNEMED reasonably request to evaluate LICENSEE's performance.

5.3 LICENSEE shall report to UNEMED the date of first sale of LICENSED PRODUCTS
(or results of LICENSED PROCESSES) in each country within sixty (60) days of
occurrence.

5.4 (a) Upon


 
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