Exhibit
10.1
PATENT LICENSE AND DEVELOPMENT
AGREEMENT
This PATENT LICENSE AND DEVELOPMENT
AGREEMENT (“ Agreement ”) is made and entered
into as of January 3, 2006, (“ Effective Date
”) by and between COMMONWEALTH BIOTECHNOLOGIES, INC.
(“CBI” or “Licensor”), a Virginia
corporation with its principal place of business located at 601
Biotech Drive, Richmond, Virginia, 23235, USA, and PRISM
PHARMACEUTICALS, INC. (“Prism” or
“Licensee”), with its principal place of business at
1150 First Ave, Suite 1050, King of Prussia, Pennsylvania, USA
19406, each a “Party” and together the
“Parties.”
WHEREAS, CBI is the owner of certain
patents and rights relating to the product HepArrest
®
and related compounds, as are
further defined below, and;
WHEREAS, said patents were made, at
least in part, with funds from the United States Federal
Government, awarded through NIH grant number 1R41 HL 53003 (the
“Grant”).
WHEREAS, Prism desires to obtain an
exclusive license to make, have made, use, offer for sale, sell,
import and export products by practicing said patents,
and;
WHEREAS, Prism desires to develop
said products, without limitation, including but not limited to
process development, non-clinical development, clinical
development, and manufacture, and;
WHEREAS, CBI is willing to grant to
Prism said license under said patents, subject to the terms and
limitations set forth herein.
NOW, THEREFORE, in consideration of
the mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which each
Party acknowledges, the Parties hereto agree as follows:
1. DEFINITIONS.
1.1 “ Advisory
Committee ” shall have the meaning set forth in
Section 5.2 .
1.2 “ CBI
” means Commonwealth Biotechnologies, Inc. and any subsidiary
or any other entity in which Commonwealth Biotechnologies, Inc.
owns more than 50% of the voting securities, partnership, or other
ownership interest.
1.3 “ Confidential
Information ” shall mean any proprietary,
confidential information (whether or not patentable or
copyrightable), whether or not so marked, that is not generally
known to third parties and that has actual or potential economic
value by reason of not being generally known. Confidential
Information includes, without limitation, trade secrets, and
non-public know-how, data, processes, formulas, methods,
technology, manufacturing techniques, cost and pricing information,
sales and marketing information, and information of third parties
held by a Party in confidence. Documents and things containing or
embodying Confidential Information are Confidential Information.
Confidential Information does not include information
that:
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(a)
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was known to
the receiving party, as evidenced by the receiving party’s
written records, before receipt from the disclosing
party;
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(b)
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is disclosed to
the receiving party by a third person who is under no obligation of
confidentiality to the disclosing party hereunder with respect to
such information and who otherwise has a right to make such
disclosure;
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(c)
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is or becomes
generally known to the public through no fault of the receiving
party;
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(d)
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is
independently developed by the receiving party, as established by
the receiving party’s contemporaneous written records,
without access to or reliance on the other Party’s
Confidential Information; or
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(e)
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is required to
be disclosed by law, rule or regulation of any court or regulatory
authority of competent jurisdiction; provided, that a Party
required to disclose the other Party’s Confidential
Information shall notify the other Party as soon as possible and,
if requested by the other Party, use reasonable good faith efforts,
at its own expense, to assist in seeking a protective order (or
equivalent protection) with respect to such disclosure or otherwise
take reasonable steps to avoid making such disclosure.
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1.4 “ Control Laws
” shall have the meaning set forth in
Section 17.4 .
1.5 “ Default
” shall have the meaning set forth in
Section 11.2.3(b) .
1.6 “ Effective Date
” means the date first set forth above.
1.7 “
Encumbrance ” means any mortgage, charge, lien,
security interest, easement, right of way, pledge or encumbrance of
any nature whatsoever.
1.8 “ FDA
” means the U.S. Food and Drug Administration.
1.9 “ FDA
Communication ” shall mean any communication or
inquiry to or from the FDA related to the Product Intellectual
Property or Licensed Products, including but not limited to
communications which are verbal, electronic, written, formal
submissions, chronological files and any other record of any
communication.
1.10 “ Federal
Government ” means the United States federal
government.
1.11 “ Fees
” shall have the meaning set forth in
Section 10.1 .
1.12 “ Force Majeure
Event ” shall have the meaning set forth in
Section 17.14 .
1.13 “ GAAP
” means U.S. generally accepted accounting
principles.
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1.14 “ Grant
” means NIH grant number 1R41 HL 53003.
1.15 “ Governmental
Entity ” or “ Governmental
Entities ” means any (i) federal, state, local,
foreign or international government; (ii) court, arbitral or
other tribunal or governmental or quasi-governmental authority of
any nature (including any governmental agency, political
subdivision, instrumentality, branch, department, official or
entity); or (iii) body exercising, or entitled to exercise,
any administrative, executive, judicial or legislative, police,
regulatory, or taxing authority or power of any nature pertaining
to government.
1.16 “ IND
” means an investigational new drug application for a
Licensed Product.
1.17 “ Indemnified
Party ” shall have the meaning set forth in
Section 15.2 .
1.18 “ Indemnifying
Party ” shall have the meaning set forth in
Section 15.2 .
1.19 “ Initial Term
” shall have the meaning set forth in
Section 2.3 .
1.20 “ Knowledge
” means actual knowledge.
1.21 “ License
” shall have the meaning set forth in
Section 2.1 .
1.22 “ Licensed
Products ” means any and all products and processes
the development, manufacture, marketing, use, commercialization,
offer for sale, sale, export or import of which is covered by a
valid and unexpired claim of any of the Patents. In particular but
without limitation, Licensed Products includes the product known as
HepArrest ® and all related compounds and all formulations
for all uses in humans and animals. A product or process that is a
Licensed Product in any jurisdiction is a Licensed Product in all
jurisdictions.
1.23 “ Losses
” shall mean “Licensor’s Losses” and/or
“Licensee’s Losses,” as applicable, as those
terms are defined in Section 15.1 .
1.24 “ NDA
” means a new drug application for a Licensed
Product.
1.25 “ Net Sales
” means, for any Royalty Payment Period, the sum
of:
1.25.1 gross revenues received by
Prism or its authorized sublicensee during the Royalty Payment
Period on the first arm’s length sale for commercial use of
Licensed Products, whether by Prism or its authorized sublicensee,
to an unaffiliated third party (“Product Sales”), less
only: (1) normal and customary quantity, trade or cash
allowances/discounts, credits or volume discounts given in
connection with the sale of Licensed Products; (2) credits for
returns of Licensed Products sold; (3) normal and customary
chargebacks, rebates and refunds granted; (4) freight and
insurance and (5) sales and other excise taxes and duties
related to or in connection with the sale, transportation or
delivery of the Licensed Products (taxes assessed against
Licensee’s income are not deductible in calculating Net
Sales). The deductions set forth in the previous subsections 1-5
shall be determined in accordance with GAAP and itemized on the
Quarterly Royalty Reports; and
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1.25.2 milestones, fees and other
consideration paid to Prism by any sublicensee during the Royalty
Payment Period pursuant to a Sublicense Agreement; provided,
however, that this Section 1.15.2 shall not include any amount
that is calculated based on Product Sales. By way of example and
not limitation, Net Sales shall not include any royalty paid
to Prism based on a sublicensee’s Product Sales if Prism also
pays a Royalty on the same Product Sales made by such
sublicensee.
1.26 “ Parties
” means individually CBI or Prism, as the context dictates,
or collectively, CBI and Prism.
1.27 “ Patent(s)
” means any and all CBI patents issued and patent
applications filed on or before the Effective Date which claim:
(i) the product known as HepArrest and all related compounds
and formulations for all uses in humans and animals;
(ii) technology related to and/or necessary for the
commercialization, manufacturing, marketing, making, having made,
using, selling, offering for sale, importing or exporting of the
Licensed Products; or (iii) the process to develop, market,
commercialize, or manufacture any of the Licensed Products, all of
which shall include but not be limited to: U.S. Patent
No. 5,877,153, issued March 2, 1999; U.S. Patent No
6,200,955, issued March 13, 2001; and U.S. Patent No
6,756,206, issued June 29, 2004; European Patent 0999219
(Great Britain filing), issued March 31, 2004; European patent
1232754 (Great Britain filing), issued November 17, 2004;
Japanese patent 347251, issued December 2, 2003; pending
Canadian patent application 2,371,514; together with all patents
that in the future issue therefrom in any country of the Territory,
including utility, model and design patents and certificates of
invention and all continuations, continuations-in-part, reissues,
re-examinations, renewals, extensions, substitutions, confirmations
or additions to any such patents and patent applications,
extensions, divisionals, improvements as of the Effective Date,
ancestors, descendents and foreign counterparts of any of the
foregoing, whether or not pending on the Effective Date, and
including, without limitation, any other application (U.S. or
foreign) claiming priority from or through any of the
foregoing.
1.28 “ Person
” means any individual, corporation, partnership, limited
liability company, joint venture, trust, business association,
organization, governmental entity, or other entity, including any
successor or assigns (by merger or otherwise) of any such
entity.
1.29 “ Prism
” means Prism, and any, subsidiary or any other entity in
which Prism owns more than 50% of the voting securities,
partnership, or other ownership interest.
1.30 “ Product
Copyrights ” means all registered and unregistered
copyrights related to the Licensed Products in the Territory both
published works and unpublished works.
1.31 “ Product
Intellectual Property ” means the Product Technology,
and the Product Copyrights.
1.32 “ Product Medical
Materials ” means any of the following: (i) all
adverse event reports related to the Licensed Products, including
any correspondence with the FDA, reports or other documents
relating thereto, (ii) all data, information and files
relating to the adverse experiences relating to the Licensed
Products and (iii) all medical responses relating to the
Licensed Products, and written, telephone and personal contact
inquiries relating to the Licensed Products.
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1.33 “ Product Sales
” shall have the meaning set forth in
Section 1.26 .
1.34 “ Product
Technology ” means all Patents, inventions,
regardless of whether patent rights have yet been obtained or
applied for, Specifications, technical data, clinical data,
know-how, research and development information, knowledge and other
information, whether in existence on the Effective Date or in the
future related to, or are desirable for, or are necessary or useful
for the development, manufacture, formulation, reformulation,
packaging, testing, marketing, use, distribution,
commercialization, offer for sale, sale, import and export of the
Licensed Products in the Territory, but excluding any common
industry practice, process or procedure.
1.35 “ Product
Trademark ” means the trademark HEPARREST, all good
will associated with the business associated with such mark, and
associated U.S. trademark Registration
No. 2,652,127.
1.36 “ Quarterly Royalty
Report(s) ” shall have the meaning set forth in
Section 10.5.2 .
1.37 “ Regulatory
Authority ” means any Governmental Entity in any
country of the Territory competent to approve pharmaceutical
products for manufacturing, marketing, distribution and sale in any
country of the Territory and/or to approve the price for
pharmaceutical products to be sold in any country of the
Territory.
1.38 “ Royalty
” or “ Royalties ” shall have
the meaning set forth in Section 10.2 .
1.39 “ Royalty Payment
Period ” shall have the meaning set forth in
Section 10.5.1 .
1.40 “ Renewal Term
” shall have the meaning set forth in
Section 2.3 .
1.41 “
Specifications ” shall mean the specifications,
formulations, recipes and manufacturing instructions for Licensed
Products as known at the Effective Date and from time to time
during the term of this Agreement changed, altered, amended or
repealed.
1.42 “ Sublicense
Agreement ” shall have the meaning set forth in
Section 2.4 below.
1.43 “ Term
” shall have the meaning set forth in Section 2.3
below.
1.44 “ Territory
” is worldwide.
1.45 “ USDA
” means the U.S. Department of Agriculture.
2. LICENSE.
2.1 License Grant .
Subject to the terms and limitations of this Agreement, and in
exchange for the covenants made herein, CBI grants to Prism a sole
and exclusive license, with
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the right to grant sublicenses, throughout the
Territory, using the Product Intellectual Property, to practice the
Patents by developing, marketing, manufacturing, making, having
made, using, distributing, commercializing, selling, offering to
sell, importing and exporting the Licensed Products (the
“License”).
2.2 Nature of
Exclusivity . This license grant is exclusive even against
CBI, except that CBI remains free to practice the Patents in the
course of rendering goods or services to Prism or any of
Prism’s successors, assigns, licensees or customers and
except that the United States Government has certain rights to the
Patents because certain of the patented inventions were made, at
least in part, with funds from the Federal Government awarded
through the Grant.
2.3 Term . Unless
sooner terminated as provided for herein, this License shall
commence as of the Effective Date and remain in force until the
later of (i) the expiration of the last-to-expire of any of
the Patents in any jurisdiction or (ii) any later expiring
period of exclusivity granted by the FDA (the “Initial
Term”). Thereafter, this Agreement shall automatically be
renewed for successive two-year terms, subject to prior termination
in accordance with the terms hereof (each a “Renewal
Term”; collectively, the Initial Term and Renewal Term shall
be referred to herein as the “Term”).
2.4 Right to
Sublicense . Prism has the right to sublicense, in whole or
in part, its rights under the License. Prism shall require such
sublicensees to execute an agreement (a “Sublicense
Agreement”), with terms and provisions which adequately
protect the interests of CBI with terms comparable to those set
forth herein in Sections 8, 10.2-10.6, 11, 12.3, 13-16, 17.1, 17.2,
17.4, and 17.7. CBI shall be designated as a third-party
beneficiary in any sublicense agreement, but such provision shall
not relieve Prism of its obligation to enforce such sublicense
agreements for the benefit of CBI.
2.5 Patent Marking .
Prism shall ensure that the Licensed Products, and all packaging
and labeling therefor, as well as all promotional, marketing, and
advertising material associated with the Licensed Products, as
applicable, bear forms of patent notice and marking meeting the
requirements of the applicable jurisdiction(s) and acceptable to
CBI. Prism shall provide samples of the foregoing to CBI upon
request.
3. DEVELOPMENT OF LICENSED
PRODUCTS.
3.1 Prism shall have sole and
exclusive right and responsibility to develop the Licensed Products
for commercialization in the Territory, including without
limitation, process development, non-clinical development, clinical
development and manufacture.
3.2 Prism shall bear all costs
associated with its development of the Licensed Products incurred
by Prism after the Effective Date.
3.3 Prism shall exercise
commercially reasonable efforts to develop the Licensed Products
for purposes of obtaining regulatory approvals and commercializing
and selling the Licensed Products.
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4. DATA DELIVERY.
4.1 CBI shall deliver to Prism no
later than thirty (30) days after the Effective Date a copy of
all books and records related to the Product Medical Materials, the
Product Intellectual Property and FDA Communication. Such books and
records shall be catalogued and identified appropriately by CBI and
delivered to Prism in a complete and orderly fashion, accompanied
by a master list identifying the name and contents of each
individual file.
5. REGULATORY APPROVALS.
5.1 Prism shall be responsible for
obtaining, at its own expense, all applicable legal and regulatory
approvals for its Licensed Products, including but not limited to
all FDA permits and approvals, in all jurisdictions in which
Licensee seeks to make, use or sell the Licensed Products. During
the Term of this Agreement and upon the request of Licensee,
Licensor shall provide reasonable nonmonetary cooperation to
Licensee in obtaining legal and regulatory approvals, including
without limitation, executing any and all documents or instruments
that are necessary or appropriate to the application for regulatory
approval. Licensee shall provide such cooperation at no charge to
Licensor, except that in the event that Prism’s requests for
assistance entail the dedication or application of appreciable
resources or time of CBI, Prism and CBI shall enter into a separate
agreement for CBI to render such services at CBI’s
then-prevailing rates as described in Section 10.7
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5.2 The Parties shall establish a
committee of up to six (6) members who will be agreed upon in
writing by CBI and Prism and each of whom shall be senior
executives of or experienced professional counsel to the appointing
Party, provided that such professional counsel is (a) bound to
protect the confidentiality of the Confidential Information of the
other Party at least to the extent provided in Article 14
and (b) obligated to assign to the appointing Party any
intellectual property developed in the course of its relationship
with the appointing Party which shall be further assigned, if
necessary, and owned in accordance with Section 7.5
(the “Advisory Committee”). The Parties shall work
through the Advisory Committee to address issues related to
obtaining legal and regulatory approvals for the Licensed Products.
The initial Advisory Committee is set forth on Schedule 5.2
. At any time, a Party may replace one or more of its designees to
the Advisory Committee by written notice to the other Party. The
Advisory Committee shall meet quarterly (or more frequently as
deemed necessary by the Advisory Committee), in a location or by
telephone as mutually agreed by the Parties, to share information
on the status of the development and commercialization of the
Licensed Products in the Territory. The location of the meetings
shall take place at Prism’s principal office location. The
Advisory Committee shall also discuss any requests by Prism for
assistance from CBI pursuant to this Agreement.
6. COMMERCIALIZATION.
6.1 Prism shall have sole and
exclusive rights to the developing, marketing, offering for sale,
sale, advertising, promotion, distribution, making, having made,
manufacturing, exporting, importing, and all other exploitation of
the Licensed Products in the Territory.
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7. PATENT MANAGEMENT.
7.1 CBI shall retain ownership of
all Patents that CBI owns on the Effective Date and CBI shall
continue prosecution of all patent applications related to the
Licensed Products that are pending as of the Effective Date and
shall pay all costs associated therewith. CBI shall inform Prism of
any actions regarding the prosecution of all such patent
applications. Prism shall be permitted to provide input into and
suggestions for the prosecution of such patent
applications.
7.2 While CBI shall retain ownership
of the Patents, as of the Effective Date, and except as may be
provided for to the contrary in Section 8 of this Agreement,
Prism shall assume full responsibility for and pay all fees and
expenses associated with the prosecution of any then-pending patent
applications comprising the Patents and the maintenance of all
Patents that have issued or do issue based on such applications.
Prism may determine in its sole discretion whether it desires to
maintain the Patents in any jurisdiction, except that Prism shall
not permit any of the Patents to expire or lapse in any
jurisdiction without CBI’s express prior written consent,
which shall not be unreasonably withheld. Prism shall give CBI
prior written notice, at least thirty (30) days prior to the
day on which action is required to maintain a patent or a patent
application (clearly specifying the action that must be taken and
the date by which it must be taken), of its intention not to
maintain any such Patent or not to pursue such patent application
pending as of the Effective Date, whereupon CBI shall have the
option to assume control of the prosecution or maintenance, as the
case may be, of such Patent at CBI’s sole expense. If CBI
thereafter desires to elect not to prosecute or maintain such
Patent, it shall similarly give Prism at least thirty
(30) days prior written notice of its decision, whereupon
Prism shall have the option, by giving prompt written notice to
CBI, to take an assignment, for no additional consideration, of
such Patent and assume sole responsibility therefore. Assignment of
such Patent, however, shall not relieve Prism of its obligations to
pay Royalties on Net Sales of Licensed Products covered by a valid
and unexpired claims of such Patent incurred prior to the date of
such assignment.
7.3 Prism shall have the sole and
absolute discretion and responsibility with respect to any
determination to secure patents and patent prosecution and
maintenance for any intellectual property invented or created by it
or on its behalf (and assigned or assignable to it) subsequent to
the Effective Date and arising out of the License and for which it
elects to take and actually does take an assignment as provided for
in Section 7.5.
7.4 With respect to any patent
application filed after the Effective Date on inventions for which
Prism elects to take and actually does take an assignment as
provided for in Section 7.5, Prism shall pay the costs of
prosecution and maintenance of all Patents and patent applications
that are related to the Licensed Products.
7.5 Any inventions relating to the
Licensed Products and Product Technology made during the Term shall
be owned by the inventor and joint inventions shall be owned
equally by all inventors, or as is otherwise determined by written
agreement. Each Party shall require its employees and agents doing
inventive or creative work with respect to the Licensed Products
and Product Technology to execute agreements obligating to assign
rights in inventions he or she creates to such Party. Each Party
shall disclose any such new inventions to the other in writing.
Prism may request an assignment by CBI of any rights it may have in
any such invention by written notice to CBI made within ninety
(90) days after disclosure of the invention. All
such
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inventions shall be assigned to Prism by CBI (or
its agents), assuming Prism gives notice of its request to take
assignment of such inventions. The foregoing notwithstanding,
however, assignment of all such inventions by CBI (or its agents)
to Prism will only apply to those inventions which were discovered
and/or reduced to practice in the course of work done by CBI (or
its agents) under a contract for services to Prism pursuant to this
Agreement or any other agreement.
8. ENFORCEMENT AND DEFENSE OF
PATENTS.
8.1 Each Party agrees to promptly
notify the other Party of their knowledge of any actual or
suspected third-party infringement or violation of any of the
Patents or other Product Intellectual Property, as well as of any
claim, demand, invitation to license or other third-party challenge
to the Patents or other Product Intellectual Property.
8.2 Prism is solely responsible, in
its sole and absolute discretion, and at its sole expense, for the
enforcement and defense of any patent or intellectual property
rights that it owns, including but not limited to patent and other
intellectual property interests created by it or on its behalf (and
assigned or assignable to it) pursuant to this
Agreement.
8.3 With respect to the Product
Intellectual Property licensed to Prism hereunder, except as is
provided herein to the contrary, Prism shall be solely responsible
for the enforcement and defense of such Product Intellectual
Property, at its sole expense, during the Term. Notwithstanding the
foregoing: (a) CBI agrees to be joined as a party plaintiff,
at Prism’s request and as is reasonably required to pursue an
enforcement action; (b) counsel selected by Prism shall be
reasonably acceptable to CBI; (c) Prism shall give CBI prompt
notice that an infringement or other action has been commenced
concerning any of the Product Intellectual Property, an opportunity
to review and approve in advance any demand, cease and desist
letter or invitation to license, and if commercially practical, at
least thirty (30) days prior written notice of its intent to
commence an enforcement action; (d) Prism shall give CBI
prompt written notice (in no event less than 15 days prior to any
responsive filing deadline or other deadline that may jeopardize
rights in the Product Intellectual Property) of its decision not to
enforce or defend any of the Product Intellectual Property; and
(e) Prism shall not enter into any settlement agreement or
consent judgment, nor shall it make any material admission relating
to validity or enforceability of any of the Product Intellectual
Property or with respect to CBI which would materially adversely
effect CBI without the prior written consent and approval of CBI,
which shall not be unreasonably withheld. In the event CBI joins or
is named as a party in any enforcement or defense action, CBI shall
have the right but not the obligation to retain separate counsel at
its own expense. Any recovery of damages in any enforcement action
by Prism involving the Product Intellectual Property shall be
allocated as follows: (a) first, to the payment of
attorney’s fees and other costs and expenses of the
litigation; (b) second, the amount that Prism is responsible
for making any required payments to its sublicensees;
(c) third, the remainder to be divided between Prism and CBI,
with CBI receiving an amount equal to the remainder multiplied by
the Royalty rate applicable to Prism’s Net Sales in the most
recent Royalty Payment Period. In the event that Prism elects not
to enforce or defend one of the Patents or the other Product
Intellectual Property, CBI shall have the right but not the
obligation to enforce or defend, as the case may be, at its sole
expense and in its sole discretion, and in the event it elects to
enforce or defend Prism shall provide commercially reasonable
nonmonetary cooperation, join as a party at CBI’s request and
as reasonably required, and CBI shall be entitled to all recovery
from such action.
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8.4 Each Party, regardless of
whether it joins in a legal action, agrees to reasonably cooperate
with the other to assist in the prosecution or defense of any
actions described in this Article 8. In addition to any other
obligation set forth in this Agreement, each Party shall keep the
other regularly informed on developments in any such action in
which it participates or obtains information, if the other Party is
not involved. With respect to the foregoing actions, each Party
shall cooperate with each other in such a manner as to preserve in
full (to the extent possible) the confidentiality of any of the
other Party’s Confidential Information and the
attorney-client and work-product privileges. In connection
therewith, each Party agrees that: (i) the provisions of
Article 14 shall apply to the production of Confidential
Information, and (ii) all communications between any Party
hereto and counsel responsible for participating in the defense of
any third-party claim or with respect to any action regarding the
Product Intellectual Property to the extent such action involves or
impacts Prism’s right to develop, commercialize, market,
manufacture, distribute, sell, offer for sale, import and/or export
the Licensed Products in the Territory, shall, to the extent
possible, be made so as to preserve any applicable attorney-client
or work-product privilege.
9. TRADEMARKS.
9.1 Licensor assigns to Licensee
whatever rights it has in the Product Trademark via the trademark
assignment attached hereto as Exhibit A. Except as is expressly
warranted in Section 12.2.4(b) , the Product Trademark
is assigned on an “AS IS” and “WITH ALL
FAULTS” basis. As of the Effective Date, Licensee shall bear
sole responsibility regarding the use, registration and maintenance
of the Product Trademark.
9.2 Prism may use its own
trademark(s), service marks, logos and trade dress for the
marketing and sale of the Licensed Products, and it shall be solely
responsible for the registration, maintenance, enforcement and
defense of any such marks.
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10. FEES AND ROYALTIES.
10.1 In consideration of the rights
and license granted pursuant to this Agreement, Prism shall pay to
CBI the following fees (“Fees”) upon the attainment
of
