LICENSE AGREEMENT

License Agreement

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GEN PROBE INC

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Title: LICENSE AGREEMENT
Governing Law: Washington Date: 3/15/2005
Industry: Scientific and Technical Instr. Sector: Technology

LICENSE AGREEMENT, Parties: gen probe inc

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***Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4)

And 240.24b-2

Exhibit 10.67

LICENSE AGREEMENT

This license agreement (the "Agreement"), effective as of December 31, 2004 (the

"Effective Date") is by and between Gen-Probe Incorporated ("Gen-Probe"), a

Delaware corporation having an address at 10210 Genetic Center Drive, San Diego,

CA 92121 and Corixa Corporation ("Corixa"), a Delaware corporation, having an

address at 11900 9th Avenue, Suite 1100, Seattle, WA 98101, (collectively the

"parties" and each a "party").

1. BACKGROUND

1.1. Corixa controls certain intellectual property rights related to

nucleic acids, antigens and antibodies that may be useful components

in cancer diagnostic products.

1.2. Gen-Probe desires to obtain a license under Corixa's rights to such

intellectual property in order to make, use and sell certain

diagnostic products that incorporate such components.

2. DEFINITIONS

2.1. "AFFILIATE" shall mean, with respect to either party hereto, any

corporation, partnership, or organization which such party directly or

indirectly controls, is controlled by or is under common control with.

For the purposes of this definition "control" shall mean holding of

fifty percent (50%) or more of the voting stock or other ownership

interest of the corporation or business entity involved, or if it

possesses the power to directly or indirectly control the management

and policies of the other corporation or business entity.

2.2. "ANALYTE SPECIFIC REAGENT" OR "ASR" shall mean diagnostic reagents

used or sold for use by Third Parties with General Purpose Reagents

(GPR) under applicable regulations of the U.S. Food and Drug

Administration, where the ASR's and GPR's are not considered to

comprise a diagnostic test kit.

2.3. "CONFIDENTIAL INFORMATION" shall mean, subject to the terms of Article

9 of this Agreement, all information and materials received by either

party from the other party pursuant to this Agreement that is marked

as "confidential", "restricted", "proprietary" or the like, or which

is stated to be such within sixty (60) days after its disclosure if

transmitted orally, or which by its nature is information normally

intended to be held in confidence, whether in the form of tangible

media, oral disclosures or otherwise. The nature and terms of this

Agreement shall be deemed to be Confidential Information.

2.4. "CONTROL" OR "CONTROLLED" means with respect to any Know-How, Licensed

Patents or other intellectual property rights, the possession by a

party of the right, power and authority (whether by ownership, license

or otherwise) to grant a license or sublicense to such Know-How,

Licensed Patents or other

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intellectual property without violating the terms of any agreement or

other arrangement with any Third Party.

2.5. "DIAGNOSTIC RESULT" shall mean one or more of the following

determinations as they pertain to a discrete disease or condition: the

presence or absence of the disease or condition, predisposition to or

likelihood of contracting the disease or condition, monitoring the

progress or decline of the disease or condition, predicting and/or

monitoring the response to treatment of the disease or condition,

prognosis relating to the disease or condition, and, identification of

the origin of the tissue.

2.6. "END USER" shall mean those persons or entities who are not in the

business of reselling products, and whose use of a product normally

results in the product's consumption, destruction or loss of activity.

2.7. "FDA" shall mean the Food and Drug Administration of the United States

or its foreign equivalent or counterpart, as applicable.

2.8. "FIELD" shall mean the field of [...***...] and [...***...].

2.9. "FIRST COMMERCIAL SALE" shall mean the first sale on a commercial

basis after receiving Marketing Approval of any Licensed Product by

Gen-Probe or its sub-licensees to a Third Party (excluding any

Affiliate or sublicensee of Gen-Probe, unless such Affiliate or

sublicensee is an End User), in any country, on a country-by-country

basis.

2.10. "KNOW-HOW" means all trade secret or other information that is not

generally known or biological materials, including, without

limitation, cells, cell lines, genes, gene fragments, gene sequences,

probes, DNA, RNA, cDNA libraries, proteins, peptides, polypeptides,

plasmids, vectors, expression systems, organisms, biological

substances, and any constituents, progeny or replications thereof or

therefrom, reagents, chemical compounds, inventions, improvements,

practices, formula, trade secrets, techniques, methods, procedures,

knowledge, know-how, skill, experience, results, test data (including,

without limitation, pharmacological, toxicological, animal model and

clinical test data), analytical and quality control data and any

marketing, pricing, distribution, cost, sales, manufacturing, patent

or data descriptions, whether or not patentable, that are owned or

Controlled by Corixa and that are related to the Licensed Products and

the monoclonal antibody-producing hybridoma cell line clones

identified in Exhibit B.

2.11. "LICENSED PATENTS" shall mean the U.S. and foreign patents (including

without limitation any reissues, reexaminations, extensions,

divisions, renewals, substitutions, confirmations, registrations,

revalidations, revisions and additions of or to any of the foregoing)

and patent applications (including without limitation any renewal,

division, continuation, continued prosecution application or

continuation-in-part of any of such applications) set forth in Exhibit

2.12. "LICENSED PRODUCT" shall mean any product in the Field that

incorporates Know-How or at least one (1) Marker, the manufacture,

use, sale, or import of which by Gen-Probe or a Gen-Probe sublicensee,

would, but for the license granted herein, infringe one (1) or more of

the Valid Claims of one (1) or more

***CONFIDENTIAL TREATMENT REQUESTED

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Licensed Patents or, in the case of Know-How, was utilized in the

development, manufacturing, use or sale of a product.

2.13. "MARKER" shall mean a specific nucleic acid composition (or

derivative thereof), protein composition (or derivative thereof), or

antibody directed to the specific protein composition and methods

employing or assaying for the presence of such compositions for

providing a Diagnostic Result. Such nucleic acid composition may be a

polynucleotide or fragment of a polynucleotide and such protein

composition may be a polypeptide or fragment of a polypeptide.

2.14. "MARKETING APPROVAL" shall mean, with respect to a particular Licensed

Product in a particular country, the date upon which the last of all

governmental or regulatory approvals required for the sale of such

Licensed Product in that country has been granted.

2.15. "NET SALES" shall mean the gross amount invoiced to non-affiliated

Third Parties by Gen-Probe, its Affiliates, or its sublicensees in

arms length transactions, less the following reasonable and customary

accrual-basis deductions to the extent applicable to such invoiced

amounts (to the extent each is actually incurred and included in the

invoiced gross sales price) in accordance with generally accepted

accounting practices ("US GAAP"), as consistently applied by Gen-Probe

for financial reporting purposes: (i) [...***...], [...***...] and

[...***...], [...***...], or [...***...] (including, without

limitation, [...***...]); (ii) [...***...] for [...***...],

[...***...] or [...***...] or [...***...]; [...***...]; [...***...];

or [...***...]; (iii) [...***...], [...***...] and [...***...],

[...***...], [...***...], [...***...] and other [...***...] (including

[...***...], but excluding what is commonly known as [...***...]); and

(iv) [...***...] or [...***...] given or made for [...***...],

[...***...] and [...***...]. The specific deductions taken under, and

the general provision of, (i) through (iv) above shall be adjusted

periodically as necessary to reflect amounts actually incurred. For

the avoidance of doubt, a Licensed Product sale shall be deemed to

occur when shipment of such Licensed Product is recognized by

Gen-Probe, its Affiliates, or its sublicensees as revenue under US

GAAP, consistently applied.. A "sale" shall also include a transfer or

other disposition for consideration other than cash, in which case

such consideration shall be valued at the fair market value thereof.

Transfers or dispositions for charitable or promotional purposes or

for pre-clinical, clinical, regulatory or governmental purposes prior

to receiving Marketing Approval are not considered a "sale."

2.15.1. In the event that a Licensed Product is sold pursuant to a

"reagent/rental" program or comparable sale or lease program,

that portion of the invoiced price of such Licensed Product

reasonably allocable to recovery of the cost of the

instrumentation shall also be deducted in determining the Net

Sales of such Licensed Product; provided that Gen-Probe shall not

market Licensed Products and instrumentation in such a manner as

to distort the relative profitability of the Licensed Products

when considered in light of Gen-Probe's standard accounting

practices and standard marketing practices within the clinical

diagnostic industry.

2.16. "ROYALTY TERM" means

***CONFIDENTIAL TREATMENT REQUESTED

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2.16.1. With respect to each Licensed Product in each country of the

Territory, considered on a country-by-country basis, the period

beginning upon the Effective Date and extending for so long as a

Valid Claim remains in effect and would be infringed by such

Licensed Product but for the license granted by this Agreement;

2.16.2. Notwithstanding the above, in the event that termination of

the Royalty Term as computed Section 2.16.1 is less than

[...***...] years from the First Commercial Sale of such Licensed

Product anywhere in the Territory, then the Royalty Term in each

country shall extend until the [...***...] anniversary of the

date computed in Section 2.16.1.

2.17. "TERRITORY" means the entire world.

2.18. "THIRD PARTY" shall mean any person or entity other than Gen-Probe,

Corixa or their respective Affiliates.

2.19. "THERAPEUTIC DRUG MONITORING" OR "TDM" shall mean the use of a

Marker(s) solely for the purpose of pre-screening human patients to

determine eligibility for therapeutic treatment with an Active

Response Product (as defined below) that incorporates such Marker(s)

and/or a Passive Response Product (as defined below) that incorporates

such Marker(s), or for [...***...] receiving such an Active Response

Product and/or Passive Response Product, as applicable, either during

the clinical phase of development of such Active Response Product

and/or Passive Response Product, as applicable, or following

commercialization thereof. For further clarification, use of a product

is outside the Field if such product is associated commercially with

Active Response Product and/or Passive Response Product administration

and cannot be sold purely as a diagnostic product used for

[...***...], [...***...] or [...***...] or for monitoring patient

response to non-Active Response Product(s) or non-Passive Response

Product(s). For purposes of this Agreement, "Active Response Product"

shall mean a [...***...] containing [...***...], [...***...] presented

in a [...***...] or as a [...***...]. For purposes of this Agreement,

"Passive Response Product" shall mean an [...***...]a [...***...], or

[...***...] to a [...***...] administered to patients [...***...] a

[...***...].

2.20. "VALID CLAIMS" shall mean with respect to each country in the

Territory, a claim of an issued, unexpired patent or any pending

patent applications included in the Licensed Patents, which patent has

not been (a) held invalid or unenforceable by a final decision of a

court or governmental agency of competent jurisdiction, which decision

is unappealable or was not appealed within the time allowed therefore,

or (b) admitted in writing to be invalid or unenforceable by the

holder(s), whether by means of reissue, disclaimer or otherwise.

3. GRANTS

3.1. LICENSE AND RESTRICTIONS. (a) Corixa hereby grants to Gen-Probe a

royalty-bearing, exclusive right and license, with the right to

sublicense as provided in

***CONFIDENTIAL TREATMENT REQUESTED

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Section 3.2, under the Licensed Patents and Know-How, to conduct

research and to develop, make and have made, sell, offer to sell and

have sold, import and have imported Licensed Products in the Field in

the Territory; provided, however, that such license grant is subject

to the restrictions set forth in Section 3.1(b) below.

(b) The license granted by Corixa to Gen-Probe in Section 3.1(a)

above is subject to the following restrictions:

(i) it is a [...***...] right as it applies to Licensed

Products in the field of [...***...],

(ii) all rights to the [...***...], [...***...] and

[...***...] conducted for the purpose of diagnosing a

condition or disease in humans and for sale as a

research diagnostic for the [...***...] and [...***...]

are excluded from such license grant,

(iii) it is a [...***...] right as it applies to (a)

[...***...], [...***...] and [...***...] conducted for

the purpose of [...***...]or [...***...] in [...***...]

for the [...***...] and (b) [...***...] for the

[...***...] and

(iv) it does not include any rights related to (a) the

[...***...] or (b) the [...***...] or (c) the

development of diagnostics for the detection of

[...***...] the [...***...] listed on Exhibit C that

Corixa has already licensed to a Third Party.

As used in this Section 3.1(b), the term "co-exclusive" shall mean

that at no time during the term of such license or right shall Corixa

grant a right or license in a given country or territory to more than

one entity in addition to the rights and licenses granted under this

Agreement to Gen-Probe, its Affiliates and sublicensees.

3.2. SUBLICENSES. The grant under Section 3.1 above hereby includes the

right of Gen-Probe to grant sublicenses to its Affiliates and to Third

Parties within the scope of the license and rights granted to

Gen-Probe in Section 3.1. Any sublicense agreement by Gen-Probe to an

Affiliate or a Third Party hereunder shall include provisions

concerning intellectual property and confidentiality at least as

protective of Corixa as those set for herein and such agreement shall

consistent with all terms and conditions of this Agreement. Within

thirty (30) days following execution of any sublicense of any rights

hereunder, Gen-Probe shall provide to Corixa a copy of such sublicense

agreement.

4. TECHNOLOGY TRANSFER

4.1. TECHNOLOGY TRANSFER. Within thirty (30) days of GenProbe's payment

to Corixa of the license fee set forth in Section 5.1(a) and a written

request from Gen-Probe, Corixa shall transfer to Gen-Probe, at

Gen-Probe's expense and in

***CONFIDENTIAL TREATMENT REQUESTED

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a format reasonably acceptable to Gen-Probe, a selection of materials,

information, data and procedures that currently exist and that are in

Corixa's possession and that, in each case, comprise the "best

practices" Know-How as of such date and any other Know-How that is

necessary or reasonably useful for Gen-Probe and that is in Corixa's

possession. Following such initial transfer, to the extent the parties

identify any additional materials and/or information that is in

Corixa's possession (including without limitation, any materials,

protocols, reagents, compounds, biological materials, assays, data,

reports, analyses and other information) relating to the rights

granted under this Agreement that would be necessary or reasonably

useful for Gen-Probe, and not already disclosed to Gen-Probe by Corixa

hereunder, Gen-Probe may request that Corixa provide, and Corixa shall

provide, at Gen-Probe's expense, a further reasonable number of such

materials or information within thirty (30) days from such request.

5. PAYMENTS

5.1. MILESTONE PAYMENTS. Gen-Probe shall pay to Corixa the following

non-refundable, non-creditable fees to the extent they become due

during any Royalty Period in the United States computed under Section

2.16.1:

(a) One Million Six Hundred Thousand Dollars ($1,600,000) within

thirty (30) days of the Effective Date.

(b) One Million Six Hundred Thousand Dollars ($1,600,000) by January

31st, 2006.

31st, 2007.

(d) [...***...] upon the [...***...] submission of an application to

the FDA for approval to market a Licensed Product.

(e) [...***...] upon the [...***...] of the first [...***...].

(f) [...***...] upon the [...***...] Marketing Approval of a Licensed

Product.

(g) [...***...] upon each submission of an application to the FDA for

approval to market a Licensed Product that includes any Marker

for which such fee has not already been paid.

(h) [...***...] upon Marketing Approval of each Licensed Product

incorporating one or more Markers for which such fee has not

already been paid.

(i) [...***...] upon reaching Net Sales [...***...] in a calendar

year for each Licensed Product for which such fee has not already

been paid.

(j) [...***...] upon reaching Net Sales of [...***...] in a calendar

year for each Licensed Product incorporating one or more Markers

for which such fee has not already been paid.

(k) In the event that a Licensed Product is directed at [...***...]

or more different Markers and one of the Markers was used in a

Licensed Product

***CONFIDENTIAL TREATMENT REQUESTED

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incorporating [...***...] or [...***...]Markers for which

Gen-Probe had reached Net Sales of [...***...] in a calendar

year, then the milestone payments set forth in Sections 5.1(g),

5.1(h), 5.1(i) and 5.1(j) shall be [...***...] for such Licensed

Product of the type that is described in this Section 5.1(k).

5.2. ROYALTY PAYMENTS. In addition to the amounts payable pursuant to

Section 5.1 above and subject to Section 6.1, below, Gen-Probe shall,

until the end of the applicable Royalty Term, pay Corixa a royalty on

Net Sales of all Licensed Products as follows:

(a) With respect to Net Sales of Licensed Products that are

[...***...] for which Marketing Approval has not been obtained a

royalty of [...***...] shall apply.

(b) With respect to Net Sales of Licensed Products for which

Marketing Approval has been obtained a royalty of [...***...]

shall apply.

5.3. SUBLICENSING REVENUE. In addition to the foregoing, Gen-Probe shall

pay to Corixa a sum equal to [...***...] of all amounts received by

Gen-Probe in consideration of Gen-Probe sublicensing of any of its

rights to the Licensed Patents and/or Know-How granted hereunder to

Third Parties, such amounts to include, without limitation,

[...***...], [...***...], [...***...], [...***...] and [...***...]. In

addition, Gen-Probe shall, until the end of the applicable Royalty

Term, pay Corixa a royalty on Net Sales of all Licensed Products by

its sublicensees equal to the lesser of (i) [...***...] of the royalty

paid by Gen-Probe's sublicensee to Gen-Probe or (ii) the royalty that

would otherwise be paid by Gen-Probe to Corixa pursuant to Section 5.2

above as if it were Gen-Probe's Net Sales; provided, however, that in

no event shall the royalties payable to Corixa ever be less that

[...***...] of the Net Sales of Licensed Products, unless the

circumstances described in Section 6.1(b) below exist, in which case,

the royalty payable to Corixa shall never be less than [...***...] of

Net Sales of such Licensed Product.

6. ADJUSTMENTS TO ROYALTY PAYMENTS

6.1. ADJUSTMENTS. The royalty rates payable pursuant to Section 5.2 above

may be reduced as follows:

(a) If a Licensed Product sold in a particular country or territory

is at the time of sale not covered by a Valid Claim of at least

one Licensed Patent in such country, for example, due to Corixa's

failure to apply for patents, or the expiration or invalidation

of all relevant Licensed Patents in such country by final

judicial or patent office action without possibility of appeal or

reinstatement, then the applicable royalty rate stated in Section

5.2 with respect to Net Sales of such Licensed Product sold in

that country under those conditions shall be reduced by

[...***...]. However, if such Licensed Product is later covered

by a Valid Claim of at least one Licensed Patent in such country

or territory, the full royalty provided for in

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Section 5.2 shall be due as provided therein for the period that

such patent is a Licensed Patent covering such country.

(b) Where the manufacture, sale, offer for sale, use or importation

of a Licensed Product infringes the proprietary rights of a Third

Party due to the incorporation of a Corixa-owned or Controlled

Marker into the Licensed Product, and Gen-Probe or any of its

sublicensees is required to pay any royalties or other amounts as

a result of such infringement (the "Third Party Amounts"), the

royalties payable under Section 5.2 shall be reduced by

[...***...] of the amount of the Third Party Amounts, provided,

however, that the royalties payable by Gen-Probe to Corixa under

Section 5.2 above shall in no event be reduced to less than

[...***...] as a result of this Section 6.1(b).

includes one or more Corixa-owned or Controlled Markers and other

Markers in-licensed by Gen-Probe from a Third Party, then the

royalties payable under Section 5.2 shall be reduced by

[...***...] of the amount of royalties payable by Gen-Probe to

such Third Party for such in-license, provided, however, that the

royalties payable by Gen-Probe to Corixa under Section 5.2 above

shall in no event be reduced to less than [...***...] as a result

of this Section 6.1(c).

7. REPORTS AND PAYMENT TERMS

7.1. REPORTS. Within sixty (60) days following the close of each calendar

quarter, Gen-Probe will submit to Corixa a report of Gen-Probe's and

its sublicensee(s)' Net Sales and any payments due based on such Net

Sales under the terms of this Agreement for such period.

7.2. TIMING OF PAYMENTS. Payments due as set forth in statements pursuant

to Section 7.1 will be paid with the submission of such reports to

Corixa. Except as otherwise set forth in Section 5.1(a), all other

payments due under the terms of this Agreement shall be paid within

[...***...] days of the relevant event on which such payment is based.

7.3. LATE PAYMENTS. All amounts past due shall bear interest from the date

they are due until the date they are paid the rate of [...***...] per

annum.

7.4. CURRENCY EXCHANGE. The remittance of all amounts payable to Corixa

under this Agreement (including royalties for Net Sales of Licensed

Products outside the United States) will be made by Gen-Probe,

notwithstanding currency restrictions or regulations in any country

where the Licensed Products are sold, in United States dollars at the

official rate of exchange (as quoted by Citibank NA and calculated as

the average of the exchange rates at noon Pacific Time on the last

business day of the second and third months of the applicable calendar

quarter) of the currency of the country from which the royalties are

payable.

***CONFIDENTIAL TREATMENT REQUESTED

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7.5. AUDITS.

(a) Upon the written request of Corixa and not more than [...***...]

in each calendar year, Gen-Probe and its Affiliates shall permit an

independent certified public accounting firm of nationally recognized

standing, selected by Corixa and reasonably acceptable to Gen-Probe,

at Corixa's expense, to have access during normal business hours to

such of the records of Gen-Probe and its Affiliates as may be

reasonably necessary to verify the accuracy of the royalty reports

hereunder for any year ending not more than [...***...] months prior

to the date of such request. The accounting firm shall disclose to

Corixa only whether the reports are correct or not and the specific

details concerning any discrepancies.

(b) If such accounting firm concludes that additional royalties were

owed during the audited period, Gen-Probe shall pay such additional

royalties within thirty (30) days of the date Corixa delivers to

Gen-Probe such accounting firm's written report so concluding. The

fees charged by such accounting firm shall be paid by Corixa;

provided, however, that if the audit discloses that the royalties

payable by Gen-Probe for such period are more than [...***...] of the

royalties actually paid for such period, then Gen-Probe shall pay the

reasonable fees and expenses charged by such accounting firm.

under this Section 7.5 as Confidential Information, and shall cause

its accounting firm to retain all such financial information in

confidence. Corixa shall cause a copy of any reports provided by such

accounting firm to Corixa hereunder also to be provided to Gen-Probe.

7.6. PAYMENT METHOD. All payments hereunder shall be in U.S. Dollars by

bank wire transfer in immediately available funds from a United States

bank located in the United States to the following Corixa account (or

such other bank account as designated by Corixa from time to time):

Name: [...***...]

Address: [...***...]

[...***...]

Account: [...***...]

Account #:[...***...]

If Gen-Probe is required to withhold and remit any tax to the tax

authorities in any regard to any amount payable to the Corixa, such

amount shall be withheld and paid to the such tax authority. In such

event, Gen-Probe shall notify Corixa and promptly furnish with copies

of any documentation evidencing such withholding.

8. PATENT PROSECUTION AND LITIGATION

8.1. As between the parties, Corixa shall have [...***...] and [...***...]

regarding any prosecution or maintenance of the Licensed Patents;

provided, however, that Corixa may not file any Licensed Patents that

claim [...***...], and/or [...***...] unless requested to do so in

advance by Gen-Probe. Any such filing or

***CONFIDENTIAL TREATMENT REQUESTED

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prosecution shall be performed by legal counsel selected by Gen-Probe

and approved by Corixa, which consent shall not be unreasonably

withheld. Corixa shall keep Gen-Probe reasonably informed of the

course of patent prosecution or other proceedings relating to the

Licensed Patents. Gen-Probe shall hold all information disclosed to it

under this Section 8.1 as Confidential Information.

(i) Gen-Probe shall reimburse Corixa [...***...] incurred after

the Effective Date in connection with the filing,

prosecuting and maintenance of the Licensed Patents that

claim [...***...], and/or [...***...] whether or not Corixa

has a [...***...] development program, and for all Licensed

Patents for programs in which Corixa does not have a

[...***...] development program ongoing.

(ii) Gen-Probe shall have the right to terminate, on thirty days

written notice to Corixa and on a country-by-country basis,

its obligation to reimburse Corixa for the costs of

prosecuting and maintaining any or all claims in any

Licensed Patents that claim [...***...], and/or [...***...].

In the event that Gen-Probe elects not to fund the

prosecution or maintenance of any such claim of any Licensed

Patents in a country, Gen-Probe shall relinquish all rights

under this Agreement with respect to such claim(s) and the

license granted hereunder shall terminate as to such

claim(s) in such country.

(iii) In connection with the filing, prosecuting and maintenance

of the Licensed Patents that do not claim [...***...] and

for which Corixa has a [...***...] development program

ongoing and where the making, using, selling, and/or

importing of Licensed Product would infringe a Valid Claim

but for the license granted by Corixa hereunder, Corixa

shall first give Gen-Probe the opportunity to consider if it

has any interest in pursuing such claims. Gen-Probe shall

inform Corixa in writing regarding its decision to pursue

such claims within thirty (30) days of receiving a written

description of the proposed claims from Corixa. In the event

that Gen-Probe elects not to pursue such claims, Gen-Probe

shall have no obligation to reimburse Corixa for any costs

that may be incurred for the filing, prosecution or

maintenance of such claims and Gen-Probe shall relinquish

all future rights under the Agreement to such claims. In the

event Gen-Probe elects to pursue such claims, Gen-Probe

shall reimburse Corixa for [...***...] of the costs incurred

after the Effective Date in connection with the filing,

prosecuting and maintenance of the Licensed Patents that do

not claim [...***...], and/or [...***...] and for which

Corixa has a [...***...] development program ongoing and

where the making, using, selling, and/or importing of

Licensed Product would infringe a Valid Claim but for the

license granted by Corixa. Notwithstanding the foregoing,

such costs shall not in any event exceed $[...***...] per

year.

***CONFIDENTIAL TREATMENT REQUESTED

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8.2. ENFORCEMENT. A party will notify the other party if it becomes aware

of the activities of any Third Party which are believed to infringe

any of the Licensed Patents. Subject to the parties entering into a

mutually acceptable joint defense agreement or both parties agreeing

that a joint defense agreement is not necessary, the parties shall

consult as to potential strategy or strategies to terminate such

alleged infringement without litigation. Gen-Probe and/or its

sublicensee(s), at its/their sole discretion, may take reasonable

actions to terminate such alleged infringement without litigation.

Gen-Probe and/or its sublicensee(s) shall promptly notify Corixa in

writing of its/their intention with regard to any such infringement.

If the efforts of Gen-Probe and/or its sublicensee(s) are not

successful in terminating the alleged infringement, Gen-Probe and/or

its sublicensee(s) shall have the right, but not the obligation, to

commence any action or proceeding against such infringement, at

its/their own cost. To the extent Gen-Probe and/or its sublicensee(s)

takes such action, Gen-Probe and/or its sublicensees shall control any

such action undertaken by Gen-Probe and/or its sublicensee(s) against

such an infringer, and Gen-Probe and/or its sublicensee(s) may enter

into settlements, stipulated judgments or other arrangements

respecting such infringement, at its/their own expense; provided

however, that if such proposed settlements, judgments or arrangements

would result in reduction or elimination of payments to Corixa under

this agreement, they shall be subject to Corixa's consent, not to be

unreasonably withheld. If Gen-Probe and/or its sublicensee(s)

commences such infringement action, Corixa agrees to execute all

papers and to perform such other acts as may be reasonably required

(including consent to be joined as nominal party plaintiffs in such

action). Gen-Probe and/or its sublicensee(s) shall reimburse Corixa

for its out-of-pocket expenses relating to such infringement action,

and Corixa may, at its option and expense, be represented by counsel

of its choice. Any damages or other recovery from an infringement

action undertaken by Gen-Probe and/or its sublicensee(s) pursuant to

this section, after reimbursement of any reasonable litigation

expenses of the Parties and/or their sublicensee(s), shall be divided

equally between Gen-Probe and/or its sublicense(s) on the one hand and

Corixa on the other. If Gen-Probe and/or its sublicensee(s) fail to

bring such infringement action within (i) 60 days following notice of

alleged infringement or (ii) 30 days before the time limit, if any,

set forth in the appropriate laws and regulations for the filing of

such actions, whichever comes first, Corixa shall have the right to

bring and control any such action at its own expense and by counsel of

its own choice, and Gen-Probe shall have the right, at its own

expense, to be represented in any such action by counsel of its own

choice. Corixa shall retain any damages or other recovery from an

infringement action undertaken by Corixa.

9. CONFIDENTIALITY AND PUBLICITY

9.1. CONFIDENTIALITY. During the term of this Agreement and for [...***...]

thereafter, all Confidential Information disclosed by one party to the

other shall not be used by the receiving party except in connection

with the activities contemplated by this Agreement, shall be disclosed

to and used by only such personnel of the receiving party that shall

have a need to know such information, shall be maintained in

confidence by the receiving party, and shall not be disclosed by the

receiving party to any other person, firm or agency,

***CONFIDENTIAL TREATMENT REQUESTED

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governmental or private, without the prior written consent of the

disclosing party, except to the extent Confidential Information is:

(a) known by or in possession of the receiving party at the time of

its receipt as documented in written records;

(b) independently developed outside the scope of this Agreement by

employees of the receiving party having no access to or knowledge of

the Confidential Information disclosed hereunder as documented in

written records;

becomes part of the public domain through no fault of the receiving

party;

(d) received without an obligation of confidentiality from a Third

Party having the right to disclose such information;

(e) required to be disclosed to governmental agencies in order to gain

approval to sell Licensed Products, or disclosure is otherwise

required by law, regulation or governmental or court order (so long as

the receiving party provides notice of such disclosure, seeks to

obtain protective orders or other available confidentiality treatment

and, in the case of disclosures to the U.S. Securities and Exchange

Commission provides an opportunity to review the disclosure prior to

making such disclosure);

(f) released from the restrictions of this Sections 9.1 by the express

written consent of the disclosing party; or

(g) disclosed to agents, consultants, assignees, sublicensees or

subcontractors of Gen-Probe or Corixa or their Affiliates which have a

need to know such information in connection with the performance of

this Agreement, provided that such persons are or agree to be subject

to the provisions of this Section 9.1 or substantially similar

provisions.

9.2. PUBLICITY. Neither party will make, issue or release any public

announcement, press release, statement or acknowledgement of the

existence of, or reveal publicly the terms, conditions and status of,

the transactions contemplated herein, without the prior written

consent of the other party as to the content and time of release of

and the media in which such statement or announcement is to be made;

provided, however, that in the case of announcements, statements,

acknowledgments or revelations which either party is required by law

to make, issue or release, the making issuing or releasing of any such

announcement, statement, acknowledgement or revelation by the party so

required to do so by law shall not constitute a breach of this

Agreement if such party shall have given, to the extent reasonably

possible, not less than two (2) calendar days prior notice to the

other party, and shall have attempted, to the extent reasonably

possible, to clear such announcement, statement acknowledgement or

revelation with the other party. No other party shall use the name of

the other party or any of its Affiliates for advertising or

promotional purposes without the prior written consent of such other

party. The parties acknowledge that Corixa will issue a press release

shortly after the execution of this Agreement, the content of which

shall be agreed to by the parties in advance of the issuance of the

release.

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<PAGE>

10. TERM, TERMINATION, AND SURVIVAL

10.1. TERM. This Agreement shall commence on the Effective Date and, unless

sooner terminated pursuant to Sections 10.2, 10.3 or 10.4, shall

terminate upon the expiration of Gen-Probe's obligation to pay

royalties under Section 5.2, above.

10.2. TERMINATION BY GEN-PROBE. Gen-Probe may terminate this Agreement, in

its sole discretion, upon [...***...] days prior written notice to

Corixa, provided Gen-Probe pays Corixa all monies owed Corixa as of

the effective date of such termination and without prejudice to

Corixa's rights under this Agreement that accrued prior to such

termination.

10.3. TERMINATION FOR CAUSE. In the event of a material breach by either

party, the other party may terminate this Agreement by giving the

breaching party notice of such m

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