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EXHIBIT 10.9 LICENSE AGREEMENT

License Agreement

EXHIBIT 10.9 LICENSE AGREEMENT | Document Parties: IMARX THERAPEUTICS INC | UNIVERSITY OF ARKANSAS You are currently viewing:
This License Agreement involves

IMARX THERAPEUTICS INC | UNIVERSITY OF ARKANSAS

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Title: EXHIBIT 10.9 LICENSE AGREEMENT
Governing Law: Arkansas     Date: 5/4/2007
Law Firm: Williams & Anderson PLP    

EXHIBIT 10.9 LICENSE AGREEMENT, Parties: imarx therapeutics inc , university of arkansas
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                                                                    Exhibit 10.9

                                LICENSE AGREEMENT

     THIS AGREEMENT is made by and between the Board of Trustees of the
University of Arkansas acting for and on behalf of the UNIVERSITY OF ARKANSAS
FOR MEDICAL SCIENCES, a public institution of higher education having principal
offices at 2404 North University Avenue, Little Rock, Arkansas 72207 United
States of America (hereinafter "UNIVERSITY"), and IMARX THERAPEUTICS, INC.
having a principal place of business at 1635 East 18th Street, Tucson, Arizona
85719 (hereinafter "LICENSEE").

                                 WITNESSETH

     WHEREAS, UNIVERSITY is the owner of certain PATENT RIGHTS (as later defined
herein) relating to certain technology invented by UNIVERSITY employees and
students of the UNIVERSITY and has the right to grant licenses under said PATENT
RIGHTS; and

     WHEREAS, UNIVERSITY desires to have the PATENT RIGHTS developed and
commercialized to benefit the public and is willing to grant licenses there
under; and

     WHEREAS, LICENSEE desires to obtain a license under the PATENT RIGHTS upon
the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Parties hereto agree as follows:

                           ARTICLE 1 - EFFECTIVE DATE

     This Agreement shall be effective as of February 10, 2006 (hereinafter the
"EFFECTIVE DATE").

                              ARTICLE 2 - DEFINITIONS

     For the purposes of this Agreement, the following words and phrases shall
have the following meaning:

2.1 "PATENT RIGHTS" shall mean all of the following UNIVERSITY intellectual
property:


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     (a) the United States and foreign patents and/or patent applications listed
     in Appendix A attached hereto, and corresponding foreign patents and/or
     foreign patent applications; and

     (b) United States patents issued from the applicatians listed in Appendix A
     and from applications for divisionals, continuations,
     continuations-in-part, reexaminations and reissues of the patents and/or
     applications listed in Appendix A and any divisionals, continuations,
      continuations-in-part, re-examinations and reissues issued from such
     applications and foreign patents issued from corresponding foreign: patent
     applications.

     (c) As used in this Agreement, the term "patent" means (i) unexpired
     letters patent (including inventor's certificates) including, without
     limitation, any substitution, extension (such as supplementary protection
     certificates), registration, confirmation, reissue, re-examination.
     renewal, or any like filing thereof, and (ii) pending applications for
     letters patent, including without limitation any continuation, division or
     continuation-in-part thereof and any provisional applications, and any
     foreign counterparts and all patents that issue there from.

2.2   "LICENSED PRODUCT" shall mean any product or part thereof which:

     (a) but for the license granted herein would infringe in whole or in part
     upon an issued, unexpired, valid claim or a pending claim contained in the
     PATENT RIGHTS in the country in which any such product or part thereof is
     made, used or sold; or

     (b) is manufactured by using a process or is employed to practice a process
     which, but for the license granted herein, would infringe in whole or in
     part upon an issued, unexpired valid claim or a pending claim contained in
     the PATENT RIGHTS in the country in which any LICENSED PROCESS is used or
     in which such product or part thereof is used or sold.

2.3 A "LICENSED PROCESS" shall mean any process, which is covered in whole or in
part by an issued, unexpired, valid claim, or a pending claim contained in the
PATENT RIGHTS.

2.4 "NET SALES" shall mean the gross revenues received by LICENSEE and its
agents, Affiliates, sublicensees and third parties for the sale of LICENSED
PRODUCTS less: returns, allowances, and discounts actually granted; packing,
insurance, freight out, taxes or excise duties imposed on the transaction (if
separately invoiced); wholesaler discounts and cash discounts. No


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deductions shall be made for commissions paid to individuals regularly employed
by LICENSEE and on its payroll, or for cost of collections. Notwithstanding the
foregoing, Net Sales shall not include any revenues with respect to: (i) any
LICENSED PROCESS or (ii) with respect to any product which is a LICENSED PRODUCT
solely with respect to claims 23 through 26 of US Patent No. 6,945,937, and any
corresponding claims in any other patent included in the PATENT RIGHTS, it being
the intent of the parties that the rights of LICENSEE hereunder with respect to
any LICENSED PROCESS and the foregoing claims shall be royalty free.

2.5 "FIRST COMMERCIAL SALE" shall mean the initial transfer by or behalf of
LICENSEE or its sublicensees of LICENSED PRODUCTS or the initial practice of a
LICENSED PROCESS by or on behalf of LICENSEE or its sublicensees in exchange for
cash or some equivalent to which value can be assigned for the purpose of
determining NET SALES.

2.6 "LICENSEE" is understood to include all of its Affiliates. An Affiliate of
LICENSEE shall mean any corporation or other business entity controlled by,
controlling or under common control with LICENSEE, For this purpose, "control"
means direct or indirect beneficial ownership of at least fifty percent (50%) of
the voting stock, or at least fifty percent (50%) interest in the income of such
corporation or other business.

2.7 "TERRITORY" shall mean the world.

2.8 "LICENSED FIELD" shall mean all applications.

                                 ARTICLE 3 - GRANT

3.1 UNIVERSITY hereby grants to LICENSEE an exclusive right and license in the
TERRITORY for the LICENSED FIELD to practice under the PATENT RIGHTS and to
make, have made, use, offer for sell, sell and import LICENSED PRODUCTS and to
practice the LICENSED PROCESSES. Such licenses are hereby granted until the end
of the term of the PATENT RIGHTS unless this Agreement shall be sooner
terminated according to the terms hereof.

3.2 LICENSEE shall have the right to grant sublicenses consistent with this
Agreement provided that LICENSEE shall be responsible for the operations of its
sublicenses relevant to this Agreement as if such operations were carried out by
LICENSEE, including the payment of royalties whether or not paid to LICENSEE by
a sublicensee. LICENSEE further agrees to deliver to UNIVERSITY a true and
correct copy of each sublicense granted to LICENSEE, and


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any modification or termination thereof, within thirty (30) days after
execution, modification, or termination, which University shall maintain in
confidence per the terms of Article 17. Upon termination of this Agreement, any
and all existing sublicenses granted by LICENSEE shall survive and shall be
assigned to UNIVERSITY.

3.3 UNIVERSITY reserves the right to make and to use and to grant nonexclusive
licenses to non-profit entities to make and to use, for research purposes only
and not for any commercial purpose the technology and the subject matter
described and claimed in the PATENT RIGHTS.

                            ARTICLE 4 - DUE DILIGENCE

4.1 LICENSEE shall use commercially reasonable efforts to bring one or more
LICENSED PRODUCTS to market through an active and diligent program for
exploitation of the PATENT RIGHTS and to continue active, diligent marketing
efforts for one or more LICENSED PRODUCTS throughout the life of this Agreement.

4.2 In addition, LICENSEE shall use commercially reasonable efforts to adhere to
the following milestones:

     (a) LICENSEE shall deliver to UNIVERSITY on or before nine (9) months after
     the execution of this Agreement the preliminary business and FDA
     application and approval plans showing each phase of development of
     LICENSED PRODUCTS and shall provide similar reports to UNIVERSITY in
     accordance with Article 6.3 hereof.

     (b) LICENSEE shall develop an animal model / testing protocol of LICENSED
     PRODUCT on or before two years after execution of this Agreement.

     (c) LICENSEE shall proceed diligently toward obtaining appropriate United
     States regulatory approval for marketing LICENSED PRODUCTS and shall show
     appropriate and reasonable evidence toward same within five years of
     entering into Agreement.

4.3 LICENSEE's continued failure to perform in accordance with Articles 4.1 and
4.2 above for a period of 45 days after receiving from UNIVERSITY written notice
of default thereon, shall be grounds for UNIVERSITY, at sole option of
UNIVERSITY, to terminate this Agreement pursuant to Article 10 hereof or render
this license nonexclusive. In making this decision, UNIVERSITY shall take into
account the normal course of such activities conducted with sound


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and reasonable business practices and judgment and shall take into account the
reports provided hereunder by LICENSEE.

                  ARTICLE 5 - ROYALTIES AND OTHER CONSIDERATION

5.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay
royalties and other compensation to UNIVERSITY in the manner hereinafter
provided to the end of the term of the PATENT RIGHTS or until this Agreement
shall be earlier terminated:

     (a) LICENSEE shall pay to UNIVERSITY on or before thirty (30) days after
     the EFFECTIVE DATE one half ($7,500) of a nonrefundable initial license
     fee of fifteen thousand dollars ($15,000) and the balance of $7,500 on or
     before the first anniversary of the EFFECTIVE DATE.

     (b) LICENSEE shall pay to UNIVERSITY twenty-five thousand dollars ($25,00O)
     within thirty (30) days after the FIRST COMMERCIAL SALE in the U.S.

     (c) LICENSEE shall pay to UNIVERSITY a minimum annual royalty in accordance
     with the following schedule:

          (i)   $5,000 per year commencing February 10, 2007, increasing to

          (ii) $7,000 per year on February 10, 2009, and each year thereafter.

     Such minimum royalty payments shall be offset against University Royalties
     due during the applicable year.

     (d) LICENSEE shall pay to UNIVERSITY the following running royalties
     ("UNIVERSITY Royalties"):

          (i)   4.0% of NET SALES of up to $1M;

          (ii) 3.0% of NET SALES greater than $1M, but less than $10M;

          (iii) 2.0% of NET SALES greater than $10M.

     Provided, however, that the total royalty payments paid by LICENSEE to
     UNIVERSITY shall not exceed $20M, and the license granted hereunder shall
     be royalty free after such amount has been paid.


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     (e) A one-time success payment of $250,000 in the first year that the
     aggregate Net Sales of LICENSED PRODUCTS exceeds $10M. This payment shall
     be made in addition to any royalties due.

     (f) Third Party Payments: LICENSEE shall pay UNIVERSITY fifteen percent
     (15%) of lump-sum non-royalty consideration actually received by LICENSEE
     from third party (ies) under a sublicensing agreement with LICENSEE;
     provided that, if LICENSEE has added substantial value or improvement to
     the LICENSED PRODUCTS, LICENSEE shall pay UNIVERSITY seven and one-half
     percent (7.5%) of such consideration. Substantial value or improvement is
     defined as FDA / regulatory approval for marketing LICENSED PRODUCTS. The
     foregoing payment obligation shall not apply with respect to consideration
     related to the provision of goods, services or equity ownership by LICENSEE
     to any sublicensee.

     (g) LICENSEE shall pay one hundred percent (100%) of the costs incurred in
     the preparation, filing, prosecution (including appeals, interferences, and
     other ex parte and inter partes proceedings) and maintenance of patent
     applications and patents by UNIVERSITY as of the EFFECTIVE DATE in
     accordance with the following schedule:

          (i)   $15,000 on the execution of this agreement and

          (ii) The balance of all patent costs incurred prior to the EFFECTIVE
               DATE twelve (12) months from the EFFECTIVE DATE of this
                agreement.

     (h) Should LICENSEE be required to pay royalties to a third party with
     respect to any patent rights of such third party ("Other Royalties") in
     order to make, have made, use, offer for sell, sell or import a particular
      LICENSED PRODUCT, LICENSEE shall be entitled to credit such Other Royalties
     against the UNIVERSITY royalties due hereunder, provided that the
     UNIVERSITY royalties shall not be reduced below fifty percent (50%) of
     those that would otherwise be due UNIVERSITY.

5.2 All amounts payable hereunder by LICENSEE shall be paid in full, without
deduction of taxes or other fees which may be imposed by any government and
which shall be paid by LICENSEE.


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5.3 No multiple or cumulative royalties shall be payable because any LICENSED
PRODUCT or LICENSED PROCESS, its manufacture, use, lease or sale are or shall be
covered by more than one PATENT RIGHTS patent application or PATENT RIGHTS
patent licensed under this Agreement.

5.4 All sales or use of LICENSED PRODUCTS by LICENSEE, excepting sales under
Article 8.1 to an Affiliate or another LICENSEE of UNIVERSITY, shall be subject
to royalty payments as provided.

                         ARTICLE 6 - RECORDS AND REPORTS

6.1 LICENSEE shall keep full, true and accurate books of account containing all
particulars that may be necessary for the purpose of showing the amounts payable
to UNIVERSITY hereunder. Said books of account shall be kept at LICENSEE's
principal place of business or the principal place of business of the
appropriate operating, subsidiary of LICENSEE to which this Agreement relates.
Said books and the supporting data shall be open, to the extent relevant to the
licenses granted hereunder, at all reasonable times for Five (5) years following
the end of the calendar year to which they pertain, to the inspection of
UNIVERSITY or his agents for the purpose of verifying LICENSEE's royalty
statement or compliance in other respects with this Agreement. Should such
inspection lead to the discovery of a greater than ten percent (10%) discrepancy
in reporting to UNIVERSITY's detriment, LICENSEE agrees to pay the full cost of
such inspection actually incurred by UNIVERSITY.

6.2 LICENSEE shall report to UNIVERSITY the date of first sale of a LICENSED
PRODUCT or LICENSED PROCESS in each country within thirty (30) days occurrence.

6.3 Prior to the FIRST COMMERCIAL SALE, LICENSEE shall make annual progress
reports to UNIVERSITY regarding both the milestones listed in Article 4 and
other measures of product development. These reports are due June 30 following
the EFFECTIVE DATE and prior to the FIRST COMMERCIAL SALE.

6.4 After the FIRST COMMERCIAL SALE of a LICENSED PRODUCT or LICENSED PROCESS,
LICENSEE, within sixty (60) days after March 31, June 30, September 30, and
December 31 of each year, shall deliver to UNIVERSITY true and accurate reports,
giving such particulars of the business conducted by LICENSEE and its
sublicensees with respect to the LICENSED PRODUCTS and LICENSED PROCESSES during
the preceding three-month


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period under this Agreement as shall be pertinent to a royalty accounting
hereunder. These shall include at least the following:

      (a)   quantity of LICENSED PRODUCTS manufactured and sold by LICENSEE;

     (b)   quantity of LICENSED PRODUCTS manufactured and sold by each
          sublicensee;

     (c)   total receipts for LICENSED PRODUCTS sold by LICENSEE;

     (d)   total receipts by LICENSEE for LICENSED PRODUCTS sold by each
          sublicensee;

     (e)   receipts for all LICENSED PROCESSES used or sold by LICENSEE

     (f)   receipts for all LI


 
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