PATENT AND KNOW HOW LICENSE

Patent License Agreement

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This Patent License Agreement involves

SGX PHARMACEUTICALS, INC. | SHIRE BIOCHEM INC. | TANAUD IRELAND INC. | TANAUD INTERNATIONAL B.V. | STRUCTURAL GENOMIX, INC.

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Title: PATENT AND KNOW HOW LICENSE
Governing Law: New York Date: 9/2/2005

PATENT AND KNOW HOW LICENSE, Parties: sgx pharmaceuticals inc. , shire biochem inc. , tanaud ireland inc. , tanaud international b.v. , structural genomix inc.

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EXHIBIT 10.16

*** TEXT OMITTED AND FILED SEPARATELY

PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST

UNDER 17 C.F.R. SECTION 200.80(b)(4)

AND RULE 406 UNDER THE SECURITIES

ACT OF 1933, AS AMENDED

23 JULY 2004

PATENT AND KNOW HOW LICENSE

BETWEEN

SHIRE BIOCHEM INC.

TANAUD IRELAND INC.

TANAUD INTERNATIONAL B.V.

AND

STRUCTURAL GENOMIX, INC.

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PATENT AND KNOW HOW LICENSE

Relating to the development, registration and sale of TROXATYL(R)

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PATENT AND KNOW HOW LICENSE

DATE: 23 JULY 2004

PARTIES:

(1) SHIRE BIOCHEM INC., a company incorporated in Canada, whose address is 275

boul. Armand-Frappier, Laval, QC, Canada H7V 4A7 ("SHIRE BIOCHEM");

(2) TANAUD IRELAND INC., a company incorporated in Ireland, whose address is

Shannon Airport House, Shannon, County Clare, Ireland ("TANAUD IRELAND");

(3) TANAUD INTERNATIONAL B.V., a company incorporated in the Netherlands, whose

address is Fred Roeskestraat 123, First Floor, 1076 EE Amsterdam, The

Netherlands ("TANAUD BV"); and

(4) STRUCTURAL GENOMIX, INC., a company incorporated in Delaware, whose address

is 10505 Roselle Street, San Diego, CA 92121, U.S.A. ("LICENSEE").

BACKGROUND

(A) Shire BioChem (formerly BioChem Pharma Inc.) is a pharmaceutical company

engaged in, among other things, the research and development of certain

pharmaceutical products including the Licensed Product (as defined below).

(B) During the course of its research and development of the Licensed Product,

Shire BioChem generated the Compound Patents, the Background Patents and

the Shire Know-How (each defined below) in connection with the Licensed

Product.

defined below) which, among other things, granted Shire BioChem the

exclusive right to use the University Patents (as defined below).

(D) The Licensee is engaged in, among other things, the research and

development of certain pharmaceutical products.

(E) The Licensee has requested, and Shire agrees to grant, an exclusive license

to make, have made, use, supply and sell the Licensed Product in the

Territory (as defined below) on the terms and conditions set out in this

Agreement.

OPERATIVE PROVISIONS

1. INTERPRETATION

1.1 In this Agreement:

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"ACCELERATED APPROVAL" means approval for Marketing Authorisation of

the Licensed Product in the United States of America on the basis of an

application made to the FDA pursuant to the Code of Federal

Regulations, Title 21, Part 314 (subpart H - accelerated approval of

new drugs for serious or life threatening illnesses) or its equivalent

in any jurisdiction;

"AFFILIATE" means any firm, person or company which controls, is

controlled by or is under common control with a Party to this Agreement

and for the purpose of this definition the term "control" means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of such firm, person or

company, whether through the ownership of voting securities, by

contract or otherwise or the ownership either directly or indirectly of

more than 50% of the voting securities of such firm, person or company;

"BACKGROUND PATENTS" means the patents and patent applications owned by

or licensed to Shire Biochem, Tanaud Ireland or Tanaud BV as set out in

Part I of Schedule 2;

"BUSINESS DAY" means any day other than Saturday or Sunday on which the

banks in New York are open for business;

"CANADIAN TERRITORY" means Canada;

"CHANGE OF CONTROL" means a transaction or series of related

transactions (other than an equity financing the principal purpose of

which is to raise new capital for the Licensee or an IPO or follow-on

public offering), that result directly or indirectly in the change of:

(a) control of more than half of the voting power of the issued

share capital of the Licensee; or

(b) control of more than half of the issued share capital

(excluding any part thereof which carries no right to

participate beyond a specified amount in the distribution of

either profit or capital) of the Licensee; or

management and policies of the Licensee, by virtue of any

power conferred under the articles of association or other

documents relating to the Licensee;

"CLAIMS" shall have the meaning given in clause 14.1;

"CLINICAL PROOF OF CONCEPT" means either (a) completion of the

[...***...] patient phase II study of the Compound [...***...] Acute

Myelogenous Leukemia (AML) patients with a complete response rate (CR

and CRp in aggregate) [...***...] AML patients of at least [...***...]%

with a CR rate of at least [...***...]%; or (b) continuation of such

phase II study with additional patients or Initiation of a phase III

study. For the purposes of this Agreement, "CR" shall have the meaning

given to it in Journal of Clinical Oncology, Vol. 21, 2003: 4642-4649:

"Morphologic complete remission: A CR designation requires that the

patient achieve the morphologic leukemia-free state and have an

absolute neutrophil count of more than 1,000/uL and platelets of

100,000/uL. Hemoglobin concentration or hematocrit has no bearing on

remission status, although the patient must be red cell and platelet

transfusion

3 ***CONFIDENTIAL TREATMENT REQUESTED

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independent (no red cell transfusion for 2 weeks and no platelet

transfusion for 1 week). The bone marrow would have less than 5% blasts

and no Auer rods. There is no requirement for bone marrow cellularity.

There should be no residual evidence of extramedullary leukemia," and

"CRp" means CR but with platelets of >25,000/uL and

<100,000uL;

"COMMERCIAL SALE" means any sale of the Licensed Product to a third

party in any country in the Territory after the receipt of the

Marketing Authorization for that country;

"COMMITTEE MEMBERS" shall have the meaning given in clause 4.1;

"COMPETING PRODUCT" means any pharmaceutical product (other than the

Licensed Product) indicated for the treatment of acute myeloid leukemia

that is marketed or near to market (phase II clinical development or

later) which in Shire's reasonable opinion is likely to compete with

the Licensed Product to the detriment of the Licensed Product, but

excluding:

(a) any pharmaceutical product which is a kinase inhibitor owned

or licensed by the Licensee; and

(b) pharmaceutical products with scientifically documented

evidence, demonstrating the potential for use in combination

with the Licensed Product.

"COMPOUND" means the compound troxacitabine;

"COMPOUND PATENTS" means the patents and patent applications set out in

Part II of Schedule 2;

"CONFIDENTIAL INFORMATION" means any scientific, technical,

formulation, process, manufacturing, clinical, non-clinical,

regulatory, marketing, financial or commercial information or data

relating to the business, projects or products of either Party and

provided by one Party to the other by written, oral, electronic or

other means in connection with this Agreement;

"CONSULTANCY AGREEMENT" means the consultancy agreement dated 20

February 1996 between BioChem Therapeutic Inc. and [...***...];

"DEVELOPMENT COMMITTEE" means the committee set up by the Parties in

accordance with clause 4.1;

"DEVELOPMENT DATA" means any data, charts, studies, summaries,

analyses, reports, know-how and other information created, generated or

discovered in connection with the Development Plan or any other

pre-clinical or clinical trials or studies of the Licensed Product

conducted by or on behalf of the Licensee;

"DEVELOPMENT PLAN" means the plan for the development of the Licensed

Product by the Licensee as set out in Schedule 1 including the

anticipated Timelines and development budget for the phase II study of

the Licensed Product;

4 ***CONFIDENTIAL TREATMENT REQUESTED

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"EFFECTIVE DATE" means the date of this Agreement;

"EXCLUDED PATENTS" means the patents and patent applications identified

in Schedule 9 which are excluded from the license granted to the

Licensee under this Agreement;

"FDA" means the United States Food and Drug Administration and any

successor thereto;

"FIELD" means all pharmaceutical uses of the Licensed Product except

that in relation to the University Patents and University Technology,

"Field" means the treatment of cancer only;

"FORCE MAJEURE" means in relation to either Party any circumstances

beyond the reasonable control of that Party;

"GENERIC PRODUCT" means any pharmaceutical product that is recognized

by a Regulatory Authority in a particular country in the Territory as

"AA or AB" rated (or the equivalent rating in any jurisdiction) against

the Licensed Product or is substitutable at the pharmacy by a

pharmacist for a prescription written for the Licensed Product;

"IMPROVEMENT" means any and all discoveries, developments, inventions,

enhancements or modifications, patentable or otherwise, specifically

relating to the Licensed Product and for use in the Field created,

generated or discovered by or on behalf of either Party or its

Affiliates during the term of this Agreement, but excluding the

Development Data and any regulatory material generated in connection

with an application for Marketing Authorization;

"INTELLECTUAL PROPERTY RIGHTS" means patents, trade marks, service

marks, logos, trade names, rights in designs, copyright, utility

models, rights in know-how and other intellectual property rights, in

each case whether registered or unregistered and including applications

for registration, and all rights or forms of protection having

equivalent or similar effect anywhere in the world;

"INITIATION" means the date of first dosing of the first patient in the

relevant clinical study;

"IPO" means an initial public offering of the Licensee's equity

securities for admission to listing or trading on a recognized

securities exchange or listing or trading on a recognized securities

market;

"LAUNCH" means the commencement of Commercial Sale of the Licensed

Product in any country of the Territory;

"LICENSE AGREEMENT" means the license agreement dated 3 January 1996

between the University of Georgia Research Foundation Inc., Yale

University, Shire BioChem Inc. (formerly BioChem Pharma Inc.), Tanaud

Holdings (Barbados) Limited and Tanaud LLC, as amended from time to

time;

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"LICENSED PRODUCT" means any pharmaceutical formulations that contain

the Compound alone as a therapeutically active ingredient, or in

combination with any other pharmaceutically active ingredient;

"MARKETING AUTHORIZATION" means the grant of all necessary permits,

authorizations, licenses, approvals (including pricing and

reimbursement approvals, if applicable) or waivers from any relevant

Regulatory Authority required for the research, development,

manufacture, marketing, storage, import, export, transport, use or sale

of the Licensed Product in any country of the Territory;

"MARKETING PLAN" means the marketing plan for the Launch, marketing and

commercialization of the Licensed Product in each country of the

Territory prepared in accordance with clause 6.2;

"MEMORANDUM OF UNDERSTANDING" means a memorandum of understanding

between the University and the Licensee substantially in the form of

Schedule 7;

"MINIMUM SALES FORECASTS" means [...***...]% of the [...***...];

[...***...]% of the [...***...]; [...***...]% of the [...***...]; and

[...***...]% of the [...***...];

"MILESTONE EVENT" means the event identified in Schedule 3 which

triggers a payment under clause 7.2;

"MILESTONE PAYMENT" means the payment by the Licensee to Shire of the

sums identified in Schedule 3 on the occurrence of a Milestone Event;

"MILESTONE PAYMENT TERMS" means the payment of any Milestone Payment or

other applicable payment under clause 7, to Shire as follows:

[...***...]% of such payment to Tanaud Ireland; [...***...]% of such

payment to Tanaud BV; and [...***...]% of such payment to Shire

BioChem;

"NDA" means a new drug application and all supplements filed with the

FDA, including all documents, data and other information concerning the

Licensed Product which are necessary for, or included in, a Marketing

Authorization to use, sell, supply or market the Licensed Product in

the United States of America;

"NET SALES" means the gross amount invoiced by the Licensee, its

Affiliates or Sub-Licensees to third parties in respect of sales of the

Licensed Product, less:

(a) trade, quantity and cash discounts or rebates actually allowed

and taken, provided that such discounts or rebates are not

applied disproportionately to the Licensed Product as compared

with similar products of the selling entity, including those

granted for rejected, damaged and recalled goods;

(b) freight, shipping and related insurance charges, provided that

such charges are no more than 1% of Net Sales;

6 ***CONFIDENTIAL TREATMENT REQUESTED

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(other than income tax) levied on the sale, transportation or

delivery of the Licensed Product; and

(d) credits, rebates, charge backs or similar payments granted or

given to wholesalers or other third party distributors, health

care insurance carriers, pharmacy benefit management companies

or health care organizations.

For the avoidance of doubt, sales or other transfers between

the Licensee and its Affiliates or its Sub-Licensees are not sales to

third parties, but Net Sales shall include any subsequent sales of the

Licensed Product by such Affiliates or Sub-Licensees to any third

parties. Where the Licensed Product is sold otherwise than on an arms

length basis, the amount that would have been charged in an arms length

sale shall be deemed to be the invoice price for such Licensed Product

and where the Licensed Product is disposed of for consideration other

than cash, such consideration shall be valued at the fair market value.

"OTHER TERRITORIES" means throughout the world, except for the Canadian

Territory and the US Territory;

"PARTY" AND "PARTIES" means respectively Shire or the Licensee, or as

the case may be, both such parties;

"PREMIUM ON EQUITY" means in relation to the acquisition by any third

party of any equity (or any form of security convertible into equity)

in the Licensee or its Affiliates in connection with any Sub-License

Agreement, the excess of actual purchase price paid for such equity

over the fair market value of such equity. For clarity, if the fair

market value of the equity is $8.00 and the amount paid by the third

party is $10.00, the Premium on Equity is $2.00. Any dispute over the

fair market value of the Licensee's stock shall be resolved through the

dispute resolution procedure set out in clause 24.2;

"PRINCIPAL MARKETS" means the United States of America, Canada, Japan,

the United Kingdom, Germany, France, Italy and Spain;

"QUARTER" means a three month period ending on the last day of March,

June, September or December in any calendar year;

"REASONABLE COMMERCIAL EFFORTS" means commercial efforts consistent

with normal business practices and effort used by the Licensee in

connection with other products of similar market size or importance

which the Licensee intends to launch or has launched and sold in the

Territory, or in the absence of any such similar products then such

effort shall be assessed by reference to good business practice in the

light of all the circumstances;

"REGULATORY AUTHORITY" means any competent government agency,

regulatory authority or other administrative body responsible for

granting Marketing Authorization in a particular country or

multinational group of countries in the Territory, including the FDA;

"REMEDIES" shall have the meaning given in clause 12.2;

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"SALES FORECASTS" means the sales of the Licensed Product anticipated

by the Licensee for a 4 year period from Launch of the Licensed Product

in the US Territory as set out in Schedule 4;

"SEC" means the Securities Exchange Commission in the United States of

America and any successor thereto;

"SHIRE" means Shire BioChem, Tanaud Ireland or Tanaud BV or

collectively Shire BioChem, Tanaud Ireland and Tanaud BV as the case

may be;

"SHIRE INTELLECTUAL PROPERTY" means the Shire Patents, the University

Patents, University Technology and the Shire Know-How;

"SHIRE KNOW-HOW" means all information, procedures, instructions,

techniques, data, technical information (including toxicological,

pharmaceutical, non-clinical, clinical and medical data, health

registration data and marketing data), processing specifications,

pricing studies and market evaluation materials owned by Shire or its

Affiliates (other than Shire Laboratories Inc.) and reasonably

necessary for the development, or in the case of pricing and market

evaluation materials, for commercialization, of the Licensed Product in

the Territory;

"SHIRE MATERIALS" means the Compound and other materials identified in

Schedule 5;

"SHIRE PATENTS" means the Compound Patents and Background Patents and

including, in each case, any divisionals, extensions, reissues,

substitutions, renewals, continuations, continuations-in-part,

provisionals, re-examinations and foreign counterparts thereof

(including European supplementary protection certificates) and patents

issuing thereon;

"SUB-LICENSEE" means any non-Affiliate third party sub-licensee of the

rights (or any part of the rights) granted to the Licensee under this

Agreement;

"SUB-LICENSE AGREEMENT" means any agreement between the Licensee and

the Sub-Licensee granting the right or license under the Shire

Intellectual Property (or any part of it) to develop, manufacture, have

manufactured, use, sell, offer for sale, import or supply the Licensed

Product;

"SUB-LICENSE INCOME" means any consideration in any form received by

the Licensee or its Affiliates in connection with a Sub-License

Agreement, but excluding royalties on Net Sales and amounts received

under arms length non-convertible debt instruments negotiated on

standard commercial terms, including (a) upfront fees, milestone

payments, license maintenance fees, distribution or joint marketing

fees, development funding (in excess of the Licensee's cost of

performing such development), and any investment in the Licensee, and

(b) exchange products, cross-licensed products, options, marketing

rights and such other forms of non-cash consideration that may be

deemed to have value;

"SUB-LICENSEE MOU" means a memorandum of understanding between Shire

and a Sub-Licensee substantially in the form of Schedule 7;

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"TERRITORY" means the Canadian Territory, the US Territory and the Other

Territories;

"THIRD PARTY ACTION" shall have the meaning given in clause 13.1;

"TIMELINES" means the timelines for the research, development,

registration and Launch of the Licensed Product as set out in the

Development Plan;

"TRADE MARKS" means the trade marks and applications for trade marks set

out in Schedule 6;

"UNIVERSITY" means each of the University of Georgia Research Foundation

Inc. and Yale University;

"UNIVERSITY PATENTS" means the patents and patent applications set out in

Part III of Schedule 2 and including, any divisionals, extensions,

reissues, re-examinations, continuations, and foreign counterparts

thereof and patents issuing thereon;

"UNIVERSITY TECHNOLOGY" means the "Licensed Technology" as defined in the

License Agreement; and

"US TERRITORY" means the United States of America and its territories and

possessions.

1.2 In this Agreement, unless the context requires otherwise:

(a) the headings are included for convenience only and shall not

affect its construction;

(b) references to "persons" includes individuals, bodies corporate

(wherever incorporated), unincorporated associations and

partnerships;

versa;

(d) references to the word "including" are to be construed without

limitation;

(e) words denoting one gender shall include each gender and all

genders; and

(f) any reference to an enactment or statutory provision is a

reference to it as it may have been, or may from time to time be

amended, modified, consolidated or re-enacted.

1.3 The Schedules comprise part of and shall be construed in accordance with

the terms of this Agreement. In the event of any inconsistency between

the Schedules and the terms of this Agreement, the terms of this

Agreement shall prevail.

2. GRANT OF LICENSE

2.1 Subject to the terms of this Agreement, Shire hereby grants the Licensee:

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(a) an exclusive license under the Shire Patents and Shire Know-How to

develop, manufacture, have manufactured, use, sell, offer for

sale, import and supply the Licensed Product in the Territory and

in the Field; and

(b) an exclusive sub-license under the University Patents and

University Technology to develop, manufacture, have manufactured,

use, sell, offer for sale, import and supply the Licensed Product

in the Territory and in the Field.

2.2 Except to the extent necessary to enable Shire to perform its obligations

under this Agreement and subject to the terms of the License Agreement

(and in particular the University's rights under Articles 2.2 and 2.4 of

the License Agreement) the term "exclusive" for the purposes of clause

2.1, means to the exclusion of all others, including Shire and its

Affiliates.

2.3 This Agreement and the grant of any license pursuant to clauses 2.1 and

10.1 shall in all respects be conditional upon the Licensee receiving

US$12 million in cash from its investors and providing documentary

evidence, to Shire's reasonable satisfaction, of receipt of such sum by

no later than September 30, 2004. If such condition subsequent is not

fulfilled (or waived) on or before September 30, 2004, this Agreement

shall automatically terminate, Shire shall be entitled to retain any

upfront payment received and neither party shall have a claim of any

nature whatsoever against the other party under this Agreement (except in

respect of any rights or liabilities of the parties which have accrued

prior to termination).

2.4 The Licensee undertakes to:

(a) use all reasonable efforts to ensure that the condition subsequent

in clause 2.3 is fulfilled as soon as reasonably practicable and

in any event by September 30, 2004; and

(b) keep Shire informed of the progress towards satisfaction of such

condition precedent and in particular promptly disclose in writing

to Shire anything which will or may prevent the condition

subsequent from being satisfied.

3. SUB-LICENSING

3.1 The Licensee shall have the right to sub-license the rights granted under

this Agreement to its Affiliates or any third party, provided that:

(a) the Licensee provides Shire the opportunity to review the

Sub-License Agreement (which, subject to the disclosure to the

University to the extent required under the License Agreement and

subject to the Universities' confidentiality obligations

thereunder, Shire shall treat as Confidential Information of the

Licensee) prior to its execution and considers in good faith any

reasonable amendments to the Sub-License Agreement requested by

Shire and subject to clause 3.1A, shall obtain the University's

prior consent (such consent not be unreasonably withheld or

delayed);

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(b) any Sub-License Agreement shall be in writing and, with the

exception of the financial terms, be consistent with the terms of

this Agreement (except that the Sub-Licensee shall not have the

right to sub-license, unless Shire and the University have

consented to such right, which consent, if requested by the

Licensee, shall not be unreasonably withheld or delayed); and

the operations of its Sub-Licensee relevant to the use Licensed

Product under this Agreement as if such operations were carried

out by the Licensee, including the provision of Reasonable

Commercial Efforts in the development, manufacture, registration

and Launch of the Licensed Product, the making of any payments

under this Agreement, the provision of indemnities, the provision

of insurance and compliance with applicable law.

3.1A The Licensee may enter into a Sublicense Agreement without the prior

consent of the University if:

(a) the relevant territory of the Sub-License Agreement is outside the

Principal Markets; or

(b) the relevant territory of the Sub-License Agreement is within the

Principal Markets, provided that, the Sub-Licensee, at the time of

grant:

(i) is listed on a recognized securities exchange and has

market capitalization of not less than U.S.$ [...***...]

million, or is a private company with cash of not less than

U.S.$ [...***...] million; and

(ii) has a current marketing authorization for at least one

other regulatory-approved pharmaceutical oncology product

in any country in the Principal Markets prior to the date

of the Sub-License Agreement.

3.2 Shire shall use reasonable endeavours to procure that the University

signs a Memorandum of Understanding, and shall provide the same to the

Licensee on the Effective Date for countersignature by the Licensee. Upon

request by the Licensee, Shire shall consent (which consent shall not be

unreasonably withheld or delayed) to signing a Sub-Licensee MOU, provided

that, the reason for the termination of this Agreement does not relate in

any way to any act or omission of the Sub-Licensee, its Affiliates,

representatives or sub-licensees.

3.3 In the event that the Licensee enters a Sub-License Agreement pursuant to

clause 3.1, the Licensee shall promptly after execution of such

Sub-License Agreement, provide Shire with a copy of the final form of the

Sub-License Agreement, which Shire shall treat as Confidential

Information of Licensee.

3.4 The Licensee shall not, and shall procure that its Affiliates and

Sub-Licensees shall not:

(a) utilize any part of the Shire Intellectual Property in the making

of any patent application, except as otherwise agreed in writing

by the Parties pursuant to the terms of this Agreement; or

11 ***CONFIDENTIAL TREATMENT REQUESTED

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(b) manufacture, supply, market or sell, or knowingly assist any

third party to manufacture, supply, market or sell any

Competing Product anywhere in the Territory; unless in the

event of a Change of Control of Licensee, the new controlling

party has a Competing Product and Shire does not terminate the

Agreement pursuant to clause 19.2(c), in which event, this

sub-clause 3.3(b) shall not apply.

3.5 Shire agrees not to terminate the License Agreement without the prior

written consent of the Licensee (which consent shall not be unreasonably

withheld or delayed). Shire further agrees that within 5 Business Days

after a request from Licensee, Shire shall provide the University with

the written notice under clause 2.2(a) of the Memorandum of

Understanding, provided that the reason for the termination of the

License Agreement by the University does not relate in any way to any act

or omission of the Licensee, its Affiliates, representatives or

Sub-Licensees.

4. THE DEVELOPMENT COMMITTEE

4.1 The Parties shall establish a Development Committee consisting of 4

individuals ("COMMITTEE MEMBERS"); 2 of whom shall be nominated by Shire;

and 2 of whom shall be nominated by the Licensee. Either Party may

replace its Committee Members by notice to the other Party. The Committee

Members shall be appropriately qualified and experienced in order to make

a meaningful contribution to Development Committee meetings.

4.2 The purpose of the Development Committee is to provide a forum for the

Parties to share information and knowledge on the on-going research,

development and commercialisation of the Licensed Product including

monitoring the progress of non-clinical and clinical studies, reviewing

clinical trial programmes, considering proposed regulatory filings,

Launch plans, marketing and promotional plans, reviewing competitor

activity and discussing any regulatory, technical, quality assurance or

safety issues in relation to the Licensed Product. The Development

Committee shall conduct its discussions in good faith with a view to

operating to the mutual benefit of the Parties and in furtherance of the

successful development and commercialisation of the Licensed Product.

4.3 The Development Committee shall meet as often as the Committee Members

may determine, but in any event not less than once per calendar year. The

Committee Members may invite individuals with special skills to attend

such meetings where it is considered to be relevant and appropriate. The

quorum for Development Committee meetings shall be 2 Committee Members,

comprising 1 Committee Member from each Party.

5. DEVELOPMENT AND MARKETING AUTHORIZATIONS

5.1 Shire shall use reasonable efforts within 90 days from the Effective

Date:

(a) to deliver to the Licensee (or its nominee) the Shire Know-How to

the extent that it is reasonably necessary for the research and

development of the Licensed Product by the Licensee in accordance

with the Development Plan, the University Technology under Shire's

possession or control;

(b) to deliver to the Licensee (or its nominee) the Shire Materials;

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FDA) relating to the development and use of Licensed Product to

the Licensee; and

(d) transfer its rights and obligations to the Licensee under the

clinical research services agreements relating to the phase I

clinical studies ([...***...] and [...***...]) of the Licensed

Product between Shire Pharmaceutical Development Inc. and

Quintiles Inc. From the Effective Date, the Licensee shall bear

the cost of and risk in such phase I studies.

5.2 For a period of 3 months following the Effective Date, Shire shall

provide the Licensee with a reasonable amount of access during normal

business hours to [...***...], and [...***...], as is reasonably

necessary to teach the Shire Know-How to the Licensee, provided that, the

personnel remain employed or engaged by Shire and such access is limited

to no more than an aggregate of 25 person working days and no more than 2

working days in any working week. Shire shall not terminate the

employment or engagement of any of the above personnel for 3 months

following the Effective Date. Shire shall promptly inform the Licensee

if, during such period, any of the relevant personnel cease to work for

Shire. In the event that the Licensee requires additional access to Shire

personnel, the Parties shall in good faith negotiate the cost to the

Licensee of such access.

5.3 The Licensee shall:

(a) at [...***...], use its Reasonable Commercial Efforts to perform,

or procure the performance of, the activities and services in the

Development Plan;

(b) perform, or procure the performance of, any such activities and

services with reasonable care and skill and ensure that personnel

employed or engaged by it in the provision of any such activities

and services are competent and have appropriate professional

qualifications, training and experience;

possible using its Reasonable Commercial Efforts to meet and

comply with the Timelines; and

(d) update Shire at regular intervals, to be agreed between the

Parties, on the progress of the Development Plan and submit a

written report to Shire and the University every [...***...] as

soon as reasonably practicable after [...***...] of each year and

in any event by [...***...] respectively, detailing its progress

of the research, development, registration and commercialisation

of the Licensed Product and the amount of direct expenditures

associated with the development of the Licensed Product for the

previous [...***...] months.

5.4 Upon completion of the Development Plan, the Licensee shall, at

[...***...], use, or cause its Affiliates and Sub-Licensees to use,

Reasonable Commercial Efforts to prepare, file, prosecute and maintain

all applications for Marketing Authorization and any other necessary

licenses, permits, authorizations and approvals (or waivers) required by

any Regulatory Authority for the Launch, use, promotion, import, sale,

distribution or commercialisation of the Licensed Product in the

Principal Markets. The Licensee shall file its application for

13 ***CONFIDENTIAL TREATMENT REQUESTED

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NDA in the United States of America no later than [...***...] following

completion of the Development Plan with respect to that country.

6. LAUNCH AND MARKETING EFFORTS

6.1 The Licensee shall, at [...***...] use its Reasonable Commercial Efforts,

or procure that its Affiliates or Sub-Licensees use their Reasonable

Commercial Efforts, to:

(a) Launch the Licensed Product in the Principal Markets as soon as

reasonably practicable following receipt of Marketing

Authorization in the relevant country and in any event Launch the

Licensed Product no later than [...***...] following receipt of

Marketing Authorization in such country; and

(b) research, develop, manufacture, distribute and sell, or cause its

Affiliates or Sub-Licensees (except for third party contract

research organisations or pharmaceutical manufacturers) to

research, develop, manufacture, distribute and sell the Licensed

Product in the Principal Markets.

6.2 The Licensee shall, within [...***...] from filing the NDA for the

Licensed Product, provide the Development Committee with its Marketing

Plan setting out its strategy for the Launch of the Licensed Product

including revised Sales Forecasts (if applicable), anticipated pricing

levels and reimbursement levels, if appropriate, and marketing and

promotion plans and spend, in relation to the Licensed Product for the

calendar year following approval of the NDA. Thereafter, and on or before

31 October of each calendar year, the Licensee shall provide the

Development Committee with its Marketing Plan for the next calendar year.

Each Marketing Plan shall include net sales targets, projections with

respect to sales force staffing levels, marketing research strategies,

marketing and promotion plans, physician education plans and general

advertising and related budgets for sales of the Licensed Product in the

relevant calendar year.

6.3 Licensee shall:

(a) perform, or procure the performance of, the activities set out in

the Marketing Plan;

(b) use Reasonable Commercial Efforts to meet the Sales Forecasts; and

packaging, packaging inserts and any advertising or promotional

materials (including translations, if necessary) used in

connection with the sale of the Licensed Product in the Territory.

6.4 The Licensee acknowledges that the Sales Forecasts are its good faith

estimates of sales of the Licensed Product in the Territory based on

information available to the Licensee at the Effective Date.

6.5 The Licensee may, on submitting the first Marketing Plan and subject to

the terms of this Agreement, revise the Sales Forecasts. Any reduction in

the Sales Forecasts must be based on the following:

14 ***CONFIDENTIAL TREATMENT REQUESTED

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(a) an unexpected and materially adverse change in the market for the

Licensed Product in the Territory;

(b) unexpected clinical data generated from the Development Plan or an

unexpected pricing decision from a Regulatory Authority which, in

each case, has an adverse effect on the anticipated sales of the

Licensed Product; or

the use of the Licensed Product that reduces the anticipated

market for the Licensed Product in the Territory.

6.6 Notwithstanding anything contained in clause 6.5, any such reduction in

the Sales Forecast in the first Marketing Plan must:

(a) be supported by a written report explaining, to Shire's reasonable

satisfaction, the reasons for such reduction;

(b) not be due to reasons which could have reasonably been foreseen by

the Licensee at the Effective Date and shall not, in any event, be

less than the [...***...] identified at the Effective Date; and

Licensee shall be entitled to seek such a reduction.

6.7 In the event that the Licensee fails to meet a Minimum Sales Forecasts in

any calendar year, the Licensee shall pay Shire, within 30 days from the

end of the relevant calendar year, an additional payment representing

[...***...] that [...***...] on the [...***...] the [...***...] for the

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

7. ROYALTY AND MILESTONE PAYMENTS

7.1 In consideration of the rights granted under this Agreement, the Licensee

shall pay Shire (or its nominee) the non-creditable and non-refundable

sum of US$3 million within 3 Business Days from the Effective Date and

the non-creditable and non-refundable sum of US$1 million within 5

Business Days of the first anniversary of the Effective Date, in

accordance with the Milestone Payment Terms.

7.2 Upon the occurrence of each Milestone Event, the corresponding

non-refundable Milestone Payment shall be made by the Licensee to Shire

in accordance with the Milestone Payment Terms. For the avoidance of

doubt, each Milestone Payment shall be made no more than once with

respect to the achievement of a Milestone Event, but shall be payable the

first time the Milestone Event is achieved. [...***...]% of any

development Milestone Payments (but not sales Milestone Payments) shall

be creditable against royalties due to Shire under sub-clauses 7.3(a),

7.3(b), 7.3(c), 7.3(d) (but not royalties under sub-clause 7.3(e)), and

if applicable, sub-clauses 7.4(a), 7.4(b), 7.4(c), 7.4(d) (but not

royalties under sub-clause 7.4(e)), provided that, in no event will the

credit for such development Milestone Payments reduce the royalties

payable to Shire in any Quarter by more than [...***...]%. Any amount

that has not been so credited

15 ***CONFIDENTIAL TREATMENT REQUESTED

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may be credited against royalties due in subsequent Quarters, subject to

the limitation described in the previous sentence. For the avoidance of

doubt, upon expiry or termination of this Agreement, Shire shall not be

liable to the Licensee for any credit amount accrued and not credited.

7.3 Subject to clauses 7.4, 7.7(b) and 8.2, during the term of this

Agreement, the Licensee shall pay Shire:

(a) a royalty of [...***...]% of the first US$[...***...] of Net Sales

of the Licensed Product in the Territory in any calendar year;

(b) a royalty of [...***...]% of any Net Sales in excess of

US$[...***...] and up to US$[...***...] in the Territory in any

calendar year;

US$[...***...] and up to US$[...***...] in the Territory in any

calendar year;

(d) a royalty of [...***...]% of any Net Sales in excess of

US$[...***...] in the Territory in any calendar year; and

(e) any royalties or other payments to be made by Shire or its

Affiliates under the License Agreement or the Consultancy

Agreement, incurred after the Effective Date, other than payments

under Articles 4.5 and 4.6 of the License Agreement. [...***...]%

of any payments made by the Licensee for milestone payments

properly paid by the Licensee under Article 4.2(c) of the License

Agreement shall be creditable against royalties in accordance with

clause 7.2 above.

7.4 At any time during calendar year [...***...], Licensee shall have the

right to pay to Shire the non-creditable and non-refundable sum of

US$[...***...] in accordance with the Milestone Payment Terms and in such

event, Licensee shall have no obligation to make any payments to Shire

under clause 7.3, but instead shall pay Shire the following:

(a) a royalty of [...***...]% of the first US$[...***...] of Net Sales

of the Licensed Product in the Territory in any calendar year;

(b) a royalty of [...***...]% of any Net Sales in excess of

US$[...***...] and up to US$[...***...] in the Territory in any

calendar year;

US$[...***...] and up to US$[...***...] in the Territory in any

calendar year;

(d) a royalty of [...***...]% of any Net Sales in excess of

US$[...***...] in the Territory in any calendar year; and

(e) any royalties or other payments to be made by Shire or its

Affiliates under the License Agreement or the Consultancy

Agreement, incurred after the Effective Date, other than payments

under Articles 4.5 and 4.6 of the License Agreement.

16 ***CONFIDENTIAL TREATMENT REQUESTED

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7.5 In the event that the Licensee supplies a Licensed Product to any

customer as part of a package or combination of products, then the Net

Sales of the Licensed Product shall be whichever is the higher of:

(a) [...***...] of such Licensed Product when sold [...***...]; or

(b) [...***...] the selling price of such package of products which is

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

7.6 For the purposes of clause 7.5, [...***...] means the value of Licensed

Product sold to similar customers in the Territory with similar pricing

and reimbursement structures and for similar quantities. Any dispute as

to the determination of [...***...] or proportion of the selling price of

a package of products attributable to the Licensed Product shall be

resolved through the dispute resolution procedure set out in clause 24.2.

7.7 Subject to clauses 7.9 and 8.2, in the event that Licensee or its

Affiliates enters into a Sub-License Agreement in any Territory, then

Licensee shall pay to Shire in addition to the Milestone Payments:

(a) subject to clause 7.10, [...***...]% of any Sub-License Income;

and

(b) in lieu of royalties under clauses 7.3 or 7.4 applicable to Net

Sales by such Sub-Licensee in its particular territory, the

greater of:

(i) [...***...]% of any royalty payments received by Licensee

or its Affiliates from the Sub-Licensee or its Affiliates

for sales of Licensed Products by or on behalf of the

Sub-Licensee; or

(ii) [...***...]% of Net Sales by the Sub-Licensee and its

Affiliates.

7.8 In the event that Sub-License Income corresponds to a Milestone Payment

under this Agreement which has not already been paid by the Licensee and

such Sub-License Income is greater than the respective Milestone Payment,

the Licensee shall pay Shire on the occurrence of the Milestone Event the

full Milestone Payment plus [...***...]% of the difference between the

Sub-License Income and the relevant Milestone Payment.

7.9 In addition to any payments made by the Licensee under clause 7.7, the

Licensee shall pay any royalties or other payments to be made by Shire or

its Affiliates under the License Agreement and the Consultancy Agreement,

incurred after the Effective Date, other than payments under Articles 4.5

and 4.6 of the License Agreement.

7.10 In the event that the Licensee or its Affiliates receives any Sub-License

Income by way of cash consideration in relation to the acquisition of

equity (or any form of security convertible into equity) in the Licensee

or its Affiliates or non-cash consideration upon which payment would be

due to Shire under clause 7.7, the Licensee shall pay Shire:

(a) in relation to the acquisition of equity (or any form of security

convertible into equity) in the Licensee or its Affiliates the

greater of:

17 ***CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

(i) [...***...]% of the Premium on Equity; or

(ii) [...***...]% of the total amount received or to be received

by the Licensee or its Affiliates; or

(b) in relation to the payment of non-cash consideration, [...***...]%

of the fair market cash value of such non-cash consideration at

the date of receipt of the non-cash consideration by the Licensee

or its Affiliate.

8. PAYMENT TERMS

8.1 Unless otherwise expressly stated, payments due under this Agreement

shall be made by the Licensee to Shire (or its nominee) as follows:

(a) in respect of any development Milestone Payments, within

[...***...] days from identification of the occurrence of the

development Milestone Event by the Licensee;

(b) in respect of any sales Milestone Payments, within [...***...]

days from the end of the Quarter in which the relevant Milestone

Event occurred;

within [...***...] days from the end of that Quarter;

(d) in respect of any payments under clause 7.7, within [...***...]

days from receipt of the Sub-Licensing Income by the Licensee or

its Affiliates from the Sub-Licensee, or in relation to royalties

on Net Sales within [...***...] days from the end of the relevant

Quarter; and

(e) in respect of any payments to be made under the License Agreement

during any Quarter, within [...***...] days from the end of the

Quarter.

8.2 The payment of all Net Sales royalty revenue from the Licensee, its

Affiliates or its Sub-Licensees, to Shire shall:

(a) in respect of sales of the Licensed Product in the US Territory,

be paid to Tanaud Ireland;

(b) in respect of sales of the Licensed Product in the Canadian

Territory, be paid to Shire BioChem; and

Territories, be paid to Tanaud BV.

8.3 All payment sums due under this Agreement to Shire shall be paid in US

dollars. Net Sales shall be determined in the currency in which the

Licensed Product was sold and shall be converted into US dollars using

the spot rate on the last day of the relevant Quarter as

18 ***CONFIDENTIAL TREATMENT REQUESTED

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published by the Wall Street Journal for the relevant Quarter for which

such payment is being determined.

8.4 At the same time as payment of any Net Sales royalty falls due, the

Licensee shall submit to Shire a statement in writing recording the

calculation of the amounts payable and including:

(a) the number of Licensed Products which have been supplied in each

country of the Territory during the previous Quarter;

(b) the Net Sales generated in each country of the Territory during

the previous Quarter; and

sales of the Licensed Product in the US Territory, the Canadian

Territory, the Other Territories, and the Territory as a whole

(including where appropriate the exchange rate used).

8.5 Interest shall be payable by the Licensee on any amounts payable to Shire

under this Agreement which are not paid by the due date for payment. All

interest shall accrue and be calculated on a daily basis (both before and

after any judgment) at the rate of [...***...]% per annum above the base

rate of Barclays Bank plc from time to time, for the period from the due

date for payment until the date of actual payment.

8.6 Notwithstanding any other provision of this Agreement, if at any time

legal restrictions prevent the prompt remittance of part or all of the

payments required hereunder in any country, payment shall be made through

such lawful means as Shire may determine.

8.7 Any tax that the Licensee, its Affiliates or Sub-Licensees are required

to withhold to comply with relevant laws with respect to the royalties

and other payments due under this Agreement, shall be deducted from said

payments prior to remittance; provided, however, that in regard to any

tax so deducted, the Licensee shall give or cause to be given to Shire

such assistance, including documentary evidence, as may reasonably be

necessary to enable Shire to claim exemption therefrom or credit

therefor, and in each case, the Licensee shall furnish to Shire proper

evidence of the taxes paid on its behalf. Unless otherwise expressly

stated, all sums due under this Agreement shall be paid without

deduction, set-off or counterclaim.

8.8 The obligation of the Licensee to pay royalties and any other payments

due under this Agreement, shall continue on a country-by-country basis

for the term of this Agreement. Subject to clause 8.9, in the event that

there are no issued Shire Patents or University Patents covering the use

of the Licensed Product in a country in the Territory, the royalty

payments due to Shire (but not those due to the University under the

License Agreement) for Net Sales in such country shall be reduced by

[...***...]%, provided that:

(a) one or more Generic Products have been granted marketing

authorization and are being sold in such country; and

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(b) IMS data demonstrates that the market share for the Licensed

Product in such country has been reduced by [...***...]% or more

in any two consecutive Quarters following the launch of the

Generic Product in such country.

8.9 In the event that after the grant of marketing authorization of the

Generic Product any Shire Patent or University Patent application is

issued, and such patent is able to prevent the sale of the Generic

Product in the relevant country the royalty payments due to Shire for Net

Sales in such country shall return to the royalty rates set out in clause

7.3 or 7.4 as applicable.

9. RECORDS AND REPORTS

9.1 During the term of this Agreement, and for a period of [...***...] years

after its expiry or termination, the Licensee shall, and shall procure

that its Affiliates and Sub-Licensees shall, keep at its or their normal

place of business detailed, accurate and up to date records and books of

account showing the sales of the Licensed Product in each country in the

Territory sufficient to ascertain:

Licensed Product and royalties payable to Shire under this

Agreement; and

(d) the achievement or progress towards achievement of any Milestone

Event, provided that, in the event that the Milestone Event

relates to the development of the Licensed Product, the Licensee

has failed to meet the Timelines and, in Shire's reasonable

opinion, the Licensee has failed to adequately explain the reasons

for the delay.

9.2 On no less than [...***...] Business Days notice from Shire, the Licensee

shall make, or procure that its Affiliates or Sub-Licensees make, such

records and books of account available for inspection by Shire (or its

nominee) for the purpose of audit to confirm payments due under this

Agreement, but not more than [...***...] in any calendar year in relation

to royalties payable to Shire under this Agreement and not more than

[...***...] in any calendar year in relation to the achievement of any

Milestone Event. Shire (or its nominee) shall be entitled to take copies

or extracts from such records or books of account during any such review

or audit.

9.3 Shire shall be solely responsible for its costs and expenses in making

any such review or audit, unless Shire identifies a discrepancy in the

sums paid in any calendar year from those payable under this Agreement

for that calendar year of greater than [...***...]%, in which event the

Licensee shall pay Shire's costs and expenses incurred in connection with

the review or audit, and make good the deficit in the payments (including

any interest amount calculated in accordance with clause 8.5).

9.4 All information disclosed by the Licensee, its Affiliates or its

Sub-Licensees pursuant to this clause 9 shall be deemed Confidential

Information of Licensee, its Affiliates or its Sub-Licensees, as

applicable.

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10. TRADE MARKS

10.1 Shire hereby grants the Licensee an exclusive license, with the right

to sublicense, to use the Trade Marks in relation to the sale,

promotion and marketing of the Licensed Product in the Territory for

the term of this Agreement. The Licensee shall:

(a) use the Trade Marks only in a manner which conforms to the

reasonable directions and standards notified to it by Shire

from time to time;

(b) market the Licensed Product throughout the Territory under the

Trade Marks and ensure that all marketing materials for the

Product shall display the Trade Marks;

company, business or trading names or domain names which are

identical or similar to (or which incorporate) any of the

Trade Marks, any aspect of them, or any other trade marks or

trade names used by Shire, without Shire's prior written

consent; and

(d) not do anything which could, in Shire's reasonable opinion,

bring the Trade Marks or Shire into disrepute or which could

otherwise damage the goodwill attaching to the Trade Marks or

any other trade marks or trade names of Shire.

10.2 Shire shall, [...***...], maintain the registrations for the Trade

Marks, and shall use reasonable efforts to prosecute any applications

for registration of the Trade Marks through to grant in the Territory.

10.3 The Licensee acknowledges that:

(a) it shall not acquire, nor claim, any right, title or interest

in or to any of the Trade Marks or the goodwill attaching to

them by virtue of this Agreement or its use of the Trade

Marks, other than the rights specifically granted to it under

clause 10.1; and

(b) all goodwill arising from use of the Trade Marks by the

Licensee before, during or after the term of this Agreement

shall accrue and belong to Shire, and the Licensee shall, at

Shire's request and cost, promptly execute all documents

required by Shire to confirm this.

11. INTELLECTUAL PROPERTY, IMPROVEMENTS AND PATENTS

11.1 Except as set out in this Agreement and the License Agreement, all

right, title and interest in the Shire Intellectual Property and the

Trade Marks shall belong to Shire, and the Licensee shall not have any

right, title or interest in the Shire Intellectual Property or the

Trade Marks.

11.2 All Intellectual Property Rights in the Development Data shall belong

to the [...***...]. The Licensee shall disclose reasonably detailed

summaries of the Development Data to Shire through the Development

Committee.

11.3 Shire shall, at its sole option, file, prosecute, maintain or extend

the Shire Patents. Subject to the terms of the License Agreement, Shire

shall:

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(a) keep the Licensee reasonably informed of any material

developments or notices in connection with the prosecution of

any Shire Patents or University Patent applications, but only

to the extent that the material developments or notices relate

to the Licensed Product;

(b) give the Licensee a reasonable opportunity to comment on any

Shire response to such developments or notices that are

intended to be filed in any patent office in relation to the

Compound Patents and consider in good faith any such comments;

and

cooperate with the University in the prosecution and

maintenance of the University Patents.

11.4 Any expenses incurred after the Effective Date in the filing,

prosecution or maintenance of:

(a) the University Patents, shall borne by the [...***...];

(b) the Compound Patents shall be borne by the [...***...] and

shall be creditable (but non-refundable) against royalty

payments due from Licensee to Shire under clause 7 (including

for the avoidance of doubt, payments under clause 7.7(b)),

provided that, in no event will any credit amount under this

Agreement reduce the royalties payable to Shire in any Quarter

by more than [...***...]% (and any amount that has not been so

credited may be credited against royalties due in subsequent

Quarters, subject to the limitation described in the previous

sentence); and

11.5 In the event that Shire elects not to continue to file, prosecute or

maintain patent protection for any of the Compound Patents, the

Licensee shall have the right, at its option, to maintain such Compound

Patents on behalf of Shire. Without limiting the generality of the

foregoing, in no event shall Shire provide the Licensee with notice of

abandonment of any Compound Patents less than 30 days prior to its date

of lapse.

11.6 Shire shall maintain patent protection for all Background Patents

identified as [...***...] and [...***...] in the Principal Markets.

11.7 Shire reserves all of its rights not expressly granted to the Licensee

under this Agreement. The Licensee shall not, and shall not attempt or

purport to file or prosecute in any country any patent application

which claims, or purports to claim, any Shire Intellectual Property,

except as permitted under clause 11.5. Additionally, the Licensee shall

not, directly or indirectly prevent or attempt to prevent Shire from

filing or prosecuting in any country any patent application which

claims, discloses or uses or purports to claim, disclose or use any

Shire Intellectual Property.

12. INFRINGEMENT OF SHIRE INTELLECTUAL PROPERTY RIGHTS

12.1 Each Party shall promptly notify the other, with such details as it has

in its possession, on becoming aware of any third party infringement,

or suspected infringement, of any part of the Shire Intellectual

Property or the Trade Marks in the Territory.

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12.2 Subject to the terms of the License Agreement, Shire shall have the

first right, but not the obligation, to take action in respect of any

infringements of the Shire Intellectual Property or the Trade Marks,

including any injunctive, compensatory or other remedies or relief

(collectively "REMEDIES") as may be necessary or desirable to prevent

such infringement and preserve the Shire Intellectual Property. The

Licensee shall permit any such Remedies to be brought in its name if

permitted or required by law. Shire may compromise or settle any of the

Remedies at its sole discretion, provided that, Shire shall not make

any settlement or compromise that adversely affects the interests of

the Licensee in respect of the Licensed Products in the Territory

without the prior written consent of the Licensee, such consent not to

be unreasonably withheld or delayed.

12.3 In the event that Shire does not pursue any Remedies with respect to

the Shire Intellectual Property or the Trade Marks within 60 days

following notice of alleged infringement or 10 days before the time

limit, if any, for the filing of any infringement action, whichever is

sooner, then the Licensee shall, subject to the terms of the License

Agreement, have the right but, not the obligation, to pursue the

Remedies against such third party infringer at its sole cost, provided

that, the Licensee does not make any settlement or compromise that

adversely affects the interests of Shire without the prior written

consent of Shire, such consent not to be unreasonably withheld or

delayed. For the avoidance of doubt, the Licensee's right to pursue any

Remedies with respect to the infringement, or suspected infringement,

of any part of the Shire Intellectual Property is limited to the extent

that such infringement, or suspected infringement relates to the

Compound.

12.4 In the event that either Party pursues the Remedies under clauses 12.2

or 12.3:

(a) the other Party shall provide reasonable assistance to and

cooperate with the Party pursuing such Remedies, including

providing access to relevant documents and personnel and

furnishing a power of attorney if required by law;

(b) the Party that pursues the Remedy shall keep the other Party

fully informed of the progress of, and

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