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LICENSE AGREEMENT

License Agreement

LICENSE AGREEMENT | Document Parties: ONCOLOGIX TECH INC. | FOUNTAIN PHARMACEUTICALS, INC | JDA MEDICAL TECHNOLOGIES, INC You are currently viewing:
This License Agreement involves

ONCOLOGIX TECH INC. | FOUNTAIN PHARMACEUTICALS, INC | JDA MEDICAL TECHNOLOGIES, INC

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Title: LICENSE AGREEMENT
Date: 12/14/2007
Industry: Communications Services     Sector: Services

LICENSE AGREEMENT, Parties: oncologix tech inc. , fountain pharmaceuticals  inc , jda medical technologies  inc
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                                                                   EXHIBIT 10.20


                                                                  EXECUTION COPY


                                LICENSE AGREEMENT


         THIS LICENSE AGREEMENT (this "Agreement"), is made as of this 12th day
of June, 2006 the "Effective Date"), by and between JDA MEDICAL TECHNOLOGIES,
INC. a Maryland corporation with offices located at 6501 Autumn Wind Circle,
Clarksville, Maryland 21029 ("Licensor"), and FOUNTAIN PHARMACEUTICALS, INC., a
Delaware corporation with offices located at 19022 Marksburg Court, Germantown,
Maryland 20874 ("Licensee").

         WHEREAS. Licensor is the exclusive licensee of certain Patent Rights
(as defined herein) relating to the treatment of human diseases;

         WHEREAS. Licensor has the right to grant sublicenses under the Patent
Rights anti desires to rant a license of such rights to Licensee;

         WHEREAS. Licensee intends to develop, manufacture, market and sell the
Licensed Products as defined herein; and

         WHEREAS. Licensee desires to obtain a license to the Patent Rights in
accordance with the terms and conditions of this Agreement.

         NOW THEREFORE in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency, of which are hereby acknowledged, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following words and phrases
shall have he following meanings:

         1.1 "First Commercial Sale" shall mean the initial transfer of a
Licensed Product for compensation by Licensee or its Sublicenses to any third
party. Transfer of a Licensed Product for clinical or other testing occurring
prior to the issuance of any required regulatory approval for sale does not
constitute a First Commercial Sale.

         1.2 "Licensee Improvement" shall mean any invention, discovery,
enhancement, modification or improvement arising out of or resulting from use of
the Patent Rights which is or may be patentable or otherwise protected under
law, made by one or more employees or subcontractors of Licensee: with the
exception of the Licensee Patent Rights Improvements.

         1.3 "Licensee Patent Rights Improvement" shall mean any invention.
modification or discovery, made by one or more employees or subcontractors of
Licensee, which is directly related to the Patent Rights in the Licensed Field,
the practice of which, if unlicensed, would infringe one or more claims of the
Patent Rights, or which has a similar structure to the Patent Rights and
performs a similar function to that described in the Patent Rights in a better
or more economical manner, which is or may be patentable or otherwise protected
under law in each ease that is (i) a composition solely comprised of a Patent
Rights Linker. (ii) methods of using a Patent Rights Linker, or (iii) methods of
manufacturing a Patent Rights Linker.

<PAGE>


         1.4 "Licensed Field of Use" shall mean the human healthcare field.

         1.5 "Licensed Product" shall mean any product or part thereof which:

             (a) is covered, in whole or in part by an issued, valid, unexpired
claim or a pending claim contained in the Patent Rights in the country in which
such product or part thereof is made, used, leased, offered for sale, sold or
imported:

             (b) is made by a process that is covered, in whole or in part, by
an issued, valid, unexpired claim or a pending claim contained in the Patent
Rights in the country in which such product or pan thereof is made, used,
leased, offered for sale sold or imported; or

             (c) incorporates any Licensee Patent Rights Improvement.

         1.6 "Licensed Territory" shall mean China, Hong Kong and Taiwan.

          1.7 Licensor improvement" shall mean any invention, discovery,
enhancement or improvement arising out of or resulting from use of the Patent
Rights which is or may be patentable or otherwise protected under law made by
one or more employees or subcontractors of Licensor.

         1.8 "Licensor Information" shall mean any and all materials, technical
information, data, know-how and other infix-motion developed or created prior to
the Effective Date of this Agreement and provided to Licensee by Licensor after
the Effective Date and pertaining to the Patent Rights whether or not it is of a
confidential nature: but specifically not including the Software: provided
however, that such transfer shall not exceed three (3) hours of Licensor's time
and effort.

          1.9 "Net Sales" shall mean the gross sales revenues and fees billed by
Licensee or its Sublicenses, for the sale of Licensed Products, less the sum of
(1) amounts actually allowed or credited on returns or rejections of Licensed
Products; (2) value added taxes or use taxes, tariffs, import/export duties, and
other excise taxes imposed upon particular sales; and (3) shipping, handling,
transportation and insurance charges. In computing Net Sales, (1) no deductions
from gross revenues and fees shall be made for commissions paid to individuals
or entities, whether they be with independent sales agencies or regularly
employed on the payroll by Licensee or its Sublicenses, or for cost of
collections, and (2) Licensed Products will be considered sold when billed out
or invoiced. whichever is first.

         1.10 "Patent Rights" shall mean Licensor's rights in any patents and
patent applications and any patents issued from said applications and any
divisionals, continuations. continuations-in-part, re-examinations, and reissues
of said applications: and any foreign equivalents or patents issuing thereon.
Patents and applications contained within the Patent Rights are listed in
Exhibit A, as may be amended from time to time.

                                        2

<PAGE>


         1.11 "Patent Rights Linker" shall mean any linking carrier between a
core of a microparticle and the therapeutic agent, that consists of the subject
matter claimed in the Patent Rights as of the Effective Date.

         1.12 "Software" shall mean any and all software and related
documentation developed by Licensor and/or its suppliers and agents for use in
conjunction with the Patent Rights or the Licensed Products.

         1.13 "Sublicensee" shall mean any person or entity to which License
sublicenses any or all of the rights granted to Licensee under the terms and
conditions of this Agreement.

         1.14 "University of Maryland Agreement" shall mean that agreement
between Licensor and the University of Maryland, Baltimore, dated as of
September 16, 2003, under which the Patent Rights are licensed to Licensor.

2.   License Grant.

         2.1 Subject to certain rights which may be held by the United States
Government and certain rights reserved by the University of Maryland, Baltimore
with respect to research, leaching and non-commercial purposes, during the Term
of this Agreement. Licensor hereby grants to Licensee an exclusive,
non-transferable, sublicensable (in accordance with Section 12 herein) right and
license, solely in the Licensed Territory and the Licensed Field of Use, (i)
under the Patent Rights and the Licensee Patent Rights improvements to make,
have made, sell, lease, offer for sale, and import the Licensed Products, and
(ii) to use the Licensor Information solely in connection with the Licensed
Products.


         2.2 During the Term of this Agreement and subject to the terms and
conditions of this Agreement, Licensee may sublicense the rights granted
hereunder to its Sublicensees consistent with, and at least as restrictive as,
the terms and conditions of this Agreement.

                 2.2.1 Licensee agrees that any sublicenses granted by Licensee
shall contain such provisions as are necessary for Licensee to meet its
obligations under this Agreement and to reasonably protect the interests of
Licensor with regard to such sublicense.

                 2.2.2 Within fourteen (14) days following execution, Licensee
agrees to forward to Licensor a copy of any and all fully executed sublicense
agreements executed hereunder, provided that such agreements may be redacted
with respect to terms and conditions not applicable to the subject matter of
this Agreement. Licensee shall also deliver a copy of all applicable reports
received by Licensee from Sublicensees under the sublicenses as shall be
pertinent to a royalty accounting under such sublicense agreements: provided
that such copies may be redacted with respect to terms and conditions not
applicable to the subject matter of this Agreement.

                 2.2.3 Licensee shall not accept or receive from any Sublicense
anything of value in lieu of cash in consideration for any sublicense or other
transfer of Patent Rights or Licensed Products, that has any effect on any
royalty or other payments due under this Agreement or on the determination of

                                       3

<PAGE>


the value of the Net Sales of the Licensee or any Sublicensee, without
Licensor's prior written approval, which approval shall not be unreasonably
withheld, delayed or conditioned. In any event, Licensor shall provide such
approval, or notice of its decision not to provide such approval, within
fourteen (14) business days following Licensee's requesting such approval.
Licensee shall promptly give written notice to Licensor of Licensee's acceptance
or receipt from any Sublicensee of anything of value in lieu of cash in
consideration for any sublicense or other transfer of Patent Rights or Licensed
Products not requiring Licensor's approval under this Section 2.2.3.


                  2.2.4 Upon termination of this Agreement for any reason, all
sublicenses that are granted by Licensee to a Sublicensee pursuant to this
Agreement will remain in effect and Licensee shall cause such Sublicensee to
agree in writing to be bound by all applicable terms and conditions of this
Agreement, except those previously completely fulfilled by Licensee. For
clarity, Licensor will not be bound to perform any duties or obligations set
forth in any sublicenses that extend beyond the duties and obligations of
Licensor set forth in this Agreement. Any sublicense granted by Licensee shall
include provisions corresponding to those of this Section 2.2.4 with respect to
termination and the conditions of continuance of sublicenses.


         2.3 The license granted hereunder shall not be construed to confer any
rights upon Licensee by implication, estoppel, or otherwise, other than as
specifically set forth in this Agreement. Any rights not expressly granted under
this Agreement by Licensor to Licensee are hereby reserved by Licensor.

3. Intellectual Property Rights.

         3.1 Licensee acknowledges and agrees that Licensor shall own all right,
title and interest in and to all Licensor Improvements. Licensee further
acknowledges that Licensor shall own all right, title and interest in and to any
and all Licensee Patent Rights Improvements. Accordingly, Licensee shall assign
to Licensor all right, title and interest of Licensee to and under any and all
intellectual property rights in any and all Licensee Patent Rights Improvements.
Licensee shall promptly disclose the Licensee Patent Rights Improvements to
Licensor in writing within forty-five (45) days of their development. Licensee
agrees to execute any and all documents and other instruments and to do all
things reasonably requested by Licensor to vest Licensor with all right, title
and interest in and to the Licensee Patent Rights Improvements, other than those
rights explicitly granted under this Agreement.


         3.2 Licensor acknowledges and agrees that Licensee shall own all right,
title and interest in and to any and all Licensee improvements. Licensee shall
promptly disclose the Licensee Improvements and all related information
necessary for Licensor's review in writing to Licensor within forty-five (45)
days of their development. Licensor shall have the first option to enter into a
license agreement with Licensee for such Licensee Improvement and any and all
associated materials, technical information, data, know-how and other
information for the purposes of selling products incorporating such Licensee
Improvement anywhere in the world. Licensor may exercise such option by
providing written notice to Licensee within ninety (90) days following
licensor's receipt of Licensee's written notice of such Licensee Improvement

                                       4

<PAGE>


and the related materials identified above. Such license agreement shall include
terms and conditions mutually agreeable to the parties. Licensee shall use best
efforts to take such actions, including filing of patent applications,
consummate with the rights granted, in order to protect licensee's rights in the
Licensee Improvements.

         3.3 Upon written notice by Licensor to Licensee, the parties agree that
they shall negotiate in good with to grant access to Licensor to the clinical
data developed by Licensee.

         3.4 Except as expressly set forth herein. nothing in this Agreement is
intended to grant any rights to either party under any patent or copyright of
the other party, nor shall this Agreement grant any party any rights in or to
the Confidential Information (as defined in Section 7) of the other party.

4.   Licensee Responsibilities.

         4.1 Licensee shall use its best efforts to bring one or more Licensed
Products to market in the Licensed Territory through a thorough and diligent
program for exploitation of the Patent Rights in the Licensed Territory and
Licensed field or Use. Licensee's Rights shall satisfy the Following milestones:

                 (a) Within ninety (90) days following the Effective Date,
Licensee shall deliver to Licensor a commercially reasonable research and
development plan (the "R &D Plan"), showing the amount of money and time
budgeted and planned the technical development of the Patent Rights and a
proposed commercialization scheme for the Licensed Products within the Licensed
Territory and the Licensed Field of Use.

                 (b) Licensee shall provide quarterly written reports at the end
of each calendar quarter during the Term to Licensor on progress against the R&D
Plan, including without limitation, information on the research and development
activities related to the Licensed Products and marketing analyses, and any
commercially reasonable changes in the R&D Plan, which shall be made at
Licensee's discretion.

                 (c) Licensee shall commence development of a Licensed Product
and shall employ at least three (3) full-time persons on such development not
later than December 31, 2006. Such persons shall be reasonably trained and
skilled in development efforts related to the Licensed Products and the Patent
Rights.

                 (d) Licensee shall provide written notice to Licensor of the
categorization of its first Licensed Product by the Chinese regulatory authority
as a medical device or a pharmaceutical within seven (7) days of learning of
such classification.

                 (e) In the event that the first Licensed Produce is a medical
device. License Shall:

                                       5

<PAGE>


                    (i) initiate human clinical trials of such Licensed Product
not later than June 1, 2008; and

                    (ii) have commercially available for sale such Licensed
Product within the Licensed Territory and the Licensed Field of Use not later
than December 31. 2010.

                 (f) In the event that the first licensed Product is a
pharmaceutical. License shall:

                    (i) initiate human clinical trials of such Licensed Product
not later than July 1, 2010; and (ii) have commercially available for sale such
Licensed Product within the Licensed Territory and the Licensed Field of Else
not later than December 31. 2013.

         4.2 Licensee shall ensure that "Patent Pending" or the Patent Rights
patent number or both appears on all Licensed Products, their labels or their
packaging to the extent necessary to secure the enforceability of the Patent
Rights under applicable law.

         4.3 Licensee's failure to satisfy the requirements of this Section 4
shall be grounds for Licensor to either (i) convert Licensee's exclusive license
grant hereunder to a non-exclusive license grant or (ii) terminate this
Agreement in accordance with the terms of Section 14.4 herein. Licensor may
convert the exclusive license grant to a non-exclusive license grant, for lack
of diligence under Section 4.1 herein, upon thirty (30) days' prior written
notice to Licensee and Licensee's failure to cure such breach within such thirty
(30) day period.

5.   Fees and Royalties.

         5.1 In consideration of the rights and license granted hereunder.
License shall pay fees and royalties to Licensor in the manner provided
hereunder

                 (a) On the Effective Date, Licensee shall pay to Licensor a
non-refundable license fee of Ten Thousand Dollars ($10,000).

                 (b) Licensee shall pay to Licensor an annual License
maintenance fee of Two Thousand Dollars ($2.000) which shall he due and payable
on each anniversary of the Effective Date (the "Maintenance Fee").

                  (c) Licensee shall pay the following milestone payments;

                              i) Upon licensee's initiation of human clinical
                    trials or production of human data with respect to the first
                    Licensed Product to reach that stage of development,
                    Licensee shall pay to Licensor Five Thousand Dollars
                    ($5.000); and

                                       6

<PAGE>


                              (ii) Upon the first grant of regulatory approval
                    with respect to the first Licensed Product to receive a
                    regulatory approval under this Agreement. licensee shall pay
                    to Licensor Fifty Thousand Dollars ($50,000).

                  (d) Licensee shall pay a running royalty equal to three percent
(3%) of the Net Sales of Licensed Products: provided however, that for sales
between Licensee and its Sublicensees, the royalty for Net Sales of Licensed
Products shall he paid only with respect to the sales of such Sublicensee.
Commencing with the calendar year in which the First Commercial Sale occurs, the
Maintenance Fees for such calendar year shall be credited against the running
royalty fees for such calendar year. Such royalty payments shall be due and
payable within sixty (60) days of the end of the calendar quarter in which they
are incurred and shall be accompanied with the applicable report in accordance
with the requirements of Section 6 herein. If no royalty is due for any
quarterly period, Licensee shall so report.

                 (e) Royalties are payable from the country in which they are
earned and are subject to foreign exchange regulations then prevailing in the
country. Royalty payments must be paid to Licensor in United States Dollars in
cash or by check or wire transfer of immediately available funds. To the extent
sales may have been made by licensee and/or its Sublicensees in a foreign
country, those royalties will he determined first in the currency of the country
in which the royalties are earned, and then converted to their equivalent in
United States Dollars. The buying rates of exchange for converting the
currencies involved into the currency of the United States quoted by the Morgan
Guaranty Trust Company of New York, New York, averaged on the last business day
of each of three (3) consecutive calendar months constituting the quarterly
period in which the royalties were earned, will be used to determine any such
conversion. Licensee will bear any loss of exchange or value or pay any expenses
incurred in the transfer or conversion to United States Dollars.

                 (f) To the extent that statutes, laws, codes, or government
regulations (including currency exchange regulations) prevent or limit royalty
payments to Licensor by Licensee or its Sublicensces with respect to Net Sales
received in any country, Licensee shall render to Licensor quarterly reports of
Net Sales of Licensed Products in such country. All monies due and owing to
Licensor as provided in such quarterly reports at Licensors option (1) shall be
deposited promptly by Licensee or its Sublicensees, as the case may be in a
local bank in such country in an account to be designated by Licensor in
writing, or (2) will he paid promptly to Licensor or deposited in its account,
as directed in writing by Licensor in any other country where the payment or
deposit is lawful under the currency restrictions. For clarity, "promptly" as
used in this subsection 5.1(f) shall mean in accordance with the timing set
forth in Section 5.1(d).

                 (g) In the event of stacking royalties where licensee
determines that it is necessary to pay additional royalties to other parties or
Licensor in order to produce a Licensed Product, and the sum of royalties to be
paid by Licensee to all parties would exceed ten percent (10%) of Net Sales,
Licensee may deduct such amount owing to such third parties (prior to any
reductions) from the royalty owing to Licensor for the sale of such License
Products pursuant to Section 5.1(d) above. Notwithstanding the foregoing
provisions of this Section 5.1(g), in no event shall the royalties due to
Licensor pursuant to Section 5.1(d) above be so reduced to less than fifty
percent (50%) of the amount that would otherwise he due Licensor thereunder.

                                       7

<PAGE>


                 (h) All amounts not paid when due shall accrue interest daily
at the lesser of a monthly rate of one and one-half percent (1.5%) or the
highest rate permissible by law on the unpaid balance as calculated from the
date such amount is due until paid in full

6. Reports and Records.

         6.1 Licensee shall keep, and shall cause its Sublicensees to keep,
full, true and accurate books of account containing all particulars that may be
necessary for the purpose of showing the amounts payable to Licensor hereunder,
and said books and the supporting data shall be open, to the extent allowable by
applicable law, during business hours upon five (5) business days notice for
three (3) years following the end of the calendar year to which they pertain, to
the inspection of Licensor or its agents, no more frequently than semi-annually,
for the purpose of verifying Licensee's royalty statement or compliance in other
respects with this Agreement (the "Audit"). This obligation to maintain accurate
books of account and the right to inspect them shall survive termination of this
Agreement. Licensee may submit a new statement correcting an  


 
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