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Exhibit 2.4
Exclusive License Agreement
This exclusive
license agreement (“Agreement”) is made and entered
into as of the 9 th day of November, 2004, by and
between GelStat Corporation (the “Shareholder”), and GS
Pharma, Inc., a Minnesota corporation (the
“Company”).
R E C I T A L S:
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A. |
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The Shareholder is the holder of certain patents, provisional
patents and patent applications listed on Schedule A
(“Patents”) relating to certain pharmaceutical and/or
homeopathic compounds and dosing and delivery systems intended for
use by humans (the “Intellectual Property”);
and |
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B. |
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The Shareholder, in consideration of the issuance to it of
shares in the Company, desires to grant to the Company an exclusive
license to the Intellectual Property within the Field of Use, as
defined on Schedule A , subject to the terms and
conditions of this Agreement. |
NOW,
THEREFORE, in consideration of the foregoing Recitals and the
mutual promises and agreements contained herein, the parties agree
as follows:
1.
License Grant . The Shareholder hereby
grants to the Company an exclusive, royalty-free, perpetual,
worldwide right and license to the Intellectual Property for the
Field of Use (the “License”), with the right to
sublicense, to make, have made, use, sell or otherwise dispose of
products covered by the License (“Products”). The
License covers Patents and Patent renewals, reissues, divisions,
substitutions, continuations, continuations-in-part, extensions or
improvements. The License also covers any and all patent
applications first filed with the United States Patent and
Trademark Office (USPTO) or any appropriate international
organization on or before November 9, 2009. For purposes of
understanding and interpreting this Agreement, the future patent
applications and filings shall be considered as “Intellectual
Property” and any resulting patent a Patent covered hereby,
along with any subsequent renewals, reissues, divisions,
substitutions, continuations, continuations-in-part, extensions or
improvements of such future filed patents. The License granted
hereby precludes license of the Intellectual Property for the Field
of Use by the Shareholder to any other person or commercial
exploitation of the Intellectual Property in the Field of Use by
the Shareholder. The Shareholder retains unrestricted rights to the
Intellectual Property outside of the Field of Use and the right to
use the Intellectual Property within the Field of Use for its own
operations (e.g. for research and development). This License may be
assigned, transferred or sold by the Company only with the written,
prior consent of the Shareholder. This License, the Patents, and
the Intellectual Property are freely transferable by the
Shareholder.
2.
Development and Commercialization . The
Company shall be solely responsible for taking the steps necessary
or proper to develop and commercialize the Intellectual Property in
the Field of Use and agrees to use its best efforts to do so as
quickly as possible.
3.
Improvements . All improvements to the
Intellectual Property (“Improvements”) shall be the
sole property of the Shareholder, regardless of the identity of the
maker of the Improvements. However, the Improvements pertaining to
the Field of Use are hereby licensed to the Company as a part of
the License.
4.
Acknowledgments and Covenants . The Company
acknowledges that the Shareholder is the sole and exclusive owner
of the Intellectual Property and that nothing in this Agreement
shall be deemed to convey any rights or proprietary interest in
same to the Company, other than the specific License granted
hereunder. The Company and its officers, agents, servants,
employees, attorneys, subsidiaries, successors, assigns and any
person or entity in active concert or participation with the
Company agrees not to challenge or cause to be challenged, directly
or indirectly, the ownership, proper naming of inventors, validity
or enforceability of any Patent rights of the
Shareholder.
1
5.
Infringement .
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(a) The
Company shall give notice to the Shareholder of any discovered
third party infringement of the Patents in the Field of Use. In the
event that the Company does not take appropriate action to stop or
prevent such infringement within sixty (60) days after giving such
notice and diligently pursue such action, the Shareholder has the
right to take appropriate action to stop and prevent the
infringement, including the right to file suit. |
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(b) In
the event that the Shareholder files suit to stop infringement or
defends any action against the validity of any Patents, the Company
shall indemnify and hold the Shareholder harmless against all
liability, expense and costs, including attorneys’ fees
incurred as a result of any such suit. |
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(c) The
parties hereby agree to cooperate with each other in the
prosecution of any such legal actions or settlement actions
undertaken under this section and each will provide to the other
all pertinent data in its possession which may be helpful in the
prosecution of such actions; provided, however, that the party in
control of such action shall reimburse the other party for any and
all costs and expenses in providing data and other information
necessary to the conduct of the action. |
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(d) The
party having filed such action shall be in control of such action
and shall have the right to dispose of such action in whatever
reasonable manner it determines to be the |
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