<PAGE>
EXHIBIT 10.4
EXECUTION COPY
RAMIPRIL PATENT LICENSE AGREEMENT
This RAMIPRIL PATENT LICENSE AGREEMENT ("Agreement") is entered
into
as of the 12th day of February, 2006 (the "Effective Date") among
Selamine
Limited, a corporation organized under the laws of Ireland with its
principal
place of business at Unit 4/5, Willsborough Cluster, Clonshaugh,
Dublin 17,
Ireland ("Selamine"), Robin Hood Holdings Limited, a corporation
organized under
the laws of Malta with its principal place of business at 57 St.
Christopher
Street, Valletta VLT 08, Malta ("Robin Hood"), King Pharmaceuticals
Research and
Development, Inc. a corporation organized under the laws of
Delaware with its
principal place of business at 4000 CentreGreen Way, Suite 300,
Cary, North
Carolina USA ("King R&D"), and King Pharmaceuticals, Inc., a
corporation
organized under the laws of Tennessee with its principal place of
business at
501 Fifth Avenue, Bristol, Tennessee 37620 USA ("King"). Selamine
and Robin
Hood, on the one hand, and King R&D and King, on the other
hand, are sometimes
referred to individually as a "Party" and collectively as the
"Parties."
WHEREAS, King is considering developing various pharmaceutical
formulations with Ramipril as the sole active ingredient; and
WHEREAS, Selamine is the owner of certain patent applications
relating
to [***]; and
WHEREAS, King wishes to obtain, and Selamine wishes to grant,
an
exclusive license to use, Market, offer for sale, sell, import and
distribute
[***] and a co-exclusive license to make [***] in the Territory
under such
patent applications, all on the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the rights and obligations
set
forth in this Agreement, the Parties agree as follows:
1.
DEFINITIONS
All defined terms have the meaning set forth in Appendix A
hereto,
which is hereby incorporated by reference in its entirety.
2. GRANT OF
LICENSE
2.1
Patent License. Subject to the terms and conditions of this
Agreement,
Selamine and its Affiliates hereby grant King and its Affiliates,
during the
Term, an exclusive (even as to Selamine except as set forth in
Section 2.3)
license or sublicense, as the case may be, with the right to
sublicense, under
the Ramipril Patents, to use, offer for sale, Market, sell, import
and
distribute [***] in the Territory. Any sublicensee of King and its
Affiliates
hereunder must agree to be bound by the terms and conditions of
this Agreement
as they apply to King and its Affiliates. Except to the extent
otherwise set
forth in this Agreement, or in Section 4.2 of the Product Supply
Agreement, this
license shall in no way be construed to grant King and its
Affiliates the right
to manufacture, make or have made [***] under the Ramipril Patents
anywhere in
the world.
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
<PAGE>
2.2
Grant of Manufacturing Rights. Selamine and its Affiliates hereby
grant
to King and its Affiliates, during the Term, an exclusive (except
as to
Selamine) license or sublicense, as the case may be, with the right
to
sublicense under the Ramipril Patents to make [***], provided that
such [***]
may be sold only in the Territory, and provided further that such
license shall
be subject to the terms and conditions of this Agreement and shall
be
exercisable only (a) on the occurrence of any of the events
identified in
Section 4.2 of the Product Supply Agreement or (b) in the event the
Product
Supply Agreement is terminated by King for Selamine's or its
Affiliate's
material breach.
2.3
Reservation of Rights. Selamine and its Affiliates maintains
ownership
of the Ramipril Patents and nothing in this Agreement shall be
construed as
granting King or any Affiliate thereof any assignment or, except
for the rights
expressly granted herein, other rights in or to the Ramipril
Patents, and any
and all implied licenses are hereby disclaimed. Notwithstanding
anything in this
Agreement to the contrary, Selamine has retained rights under the
Ramipril
Patents to the extent necessary to permit Selamine and its
Affiliates to perform
their obligations to King and King's Affiliates as set forth in
this Agreement,
the Product Supply Agreement, and any other agreement entered into
between or
among Selamine or its Affiliates, on the one hand, and King or its
Affiliates,
on the other hand, relating to [***].
2.4
Other Ramipril Products. Selamine and its Affiliates shall be
precluded
from granting rights to a Third Party under the Ramipril Patents
with respect to
any formulation that is used in a [***], including without
limitation any such
formulation to be labeled for the treatment or prevention of
diabetes. Selamine
shall further be precluded from granting rights to any Third Party
under the
Ramipril Patents with respect to any combination product that
contains Ramipril
as an active ingredient for use in [***], including without
limitation for
products labeled for the treatment or prevention of diabetes
("[***]") without
first offering such formulations to King and King's Affiliates on
commercially
reasonably terms and negotiating in good faith with King, at King's
election,
for such rights to [***].
2.5
Reimportation. Selamine and its Affiliates hereby acknowledge and
agree
that each has granted to King and its Affiliates hereunder
exclusive (except as
set forth in Section 2.3) rights in the Territory. Except as set
forth in
Section 2.3, Selamine and its Affiliates acknowledge and agree that
neither
Selamine nor any of its Affiliates has no right to and shall not
grant any right
or license to any Affiliate or Third Party, directly or indirectly,
under the
Ramipril Patents in the Territory, nor grant any such right to any
Affiliate or
Third Party outside the Territory if Selamine or any of its
Affiliates knows or
has a reasonable basis to believe that such Affiliate or Third
Party intends to
undertake the manufacture, use, offer for sale, sale or importation
of any [***]
in the Territory. Selamine and its Affiliates shall use
commercially reasonable
efforts to prevent, in the Territory, the selling, distribution,
offer for sale
and importation of [***], directly or indirectly, by Selamine or
any of its
Affiliates, licensees, or sublicensees.
2.6
Assignment to Selamine. In order to effectuate the rights and
licenses
granted to King and King's Affiliates hereunder, Selamine and Robin
Hood shall
cause each Affiliate of Selamine to, and each hereby does, either
(a) transfer,
assign, and convey to Selamine, its successors and assigns,
forever, all right,
title, and interest in and to, or (b) grant to Selamine an
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
2
<PAGE>
exclusive license of all rights under, in each case, all Ramipril
Patents
developed by each such Affiliate, jointly or solely, during the
Term of this
Agreement, and any other agreement entered into between or among
Selamine or its
Affiliates, on the one hand, and King or its Affiliates, on the
other hand,
relating to [***], including all rights with respect to
preparation, filing,
prosecution, maintenance, enforcement and defense of all
intellectual property
rights associated therewith.
3.
CONSIDERATION
3.1
Payments. In consideration of the rights and licenses granted
herein,
King agrees to pay Selamine a total of U.S. Dollars ("USD") $10
million, to be
paid by wire transfer immediately upon execution of this
Agreement.
4. PATENT
PROSECUTION, MAINTENANCE AND THIRD PARTY INFRINGEMENT
4.1
Ownership Of Inventions and Intellectual Property Rights
Arising
Hereunder. In the event that Inventions are conceived and/or
reduced to practice
hereunder or under any other agreement entered into between or
among Selamine or
its Affiliates, on the one hand, and King or its Affiliates, on the
other hand,
then the Party (or Affiliate thereof) making such Invention shall
promptly
provide written notice of same to the other Party in sufficient
detail to permit
evaluation of same by the receiving Party. Neither Party nor any
Affiliate of
either shall disclose any such invention to any Third Party without
the prior
written consent of the other Party. Selamine and King agree that
they shall
jointly own all right, title and interest in and to any Patents,
Technology,
Ramipril Patents and other intellectual property rights in any and
all such
inventions.
4.2
Assignment. Each Party (the "Developing Party") agrees to, and
hereby
does, and will cause each of its employees, consultants, Affiliates
and
permitted Third Parties (collectively with the Developing Party,
the
"Assignors") to, transfer, assign, and convey jointly to the other
Party, its
successors and assigns, forever, a joint ownership right in all
right, title,
and interest in and to all Inventions developed by each such
Assignor, alone or
jointly with each other or the non-Developing Party, including all
intellectual
property rights associated therewith. The Developing Party further
agrees, and
will cause the other Assignors, (i) to promptly provide the
non-Developing Party
with written notice, in sufficient detail, of any Inventions such
Assignor makes
during the term hereof and (ii) to provide the non-Developing Party
with such
additional information and to execute and deliver, and to cause the
other
Assignors to execute and deliver, any documents or take any other
actions or
otherwise cooperate with the non-Developing Party as may reasonably
be
necessary, or as such Party may reasonably request, to document,
enforce,
protect, or otherwise perfect such Party's joint ownership rights
in any
Invention, including filing any applicable patent applications.
4.3
Employees. Each Party agrees to have each employee of itself or
its
Affiliates involved in developing Inventions enter into a written
agreement with
such Party that includes an assignment to such Party of all right,
title and
interest in and to all work product and all inventions arising
during the course
of his or her employment with such party in connection with such
Inventions, and
all intellectual property rights attaching thereto.
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
3
<PAGE>
4.4
Prosecution and Maintenance. Selamine shall have the first right
to
prepare, file, prosecute and maintain ("Prosecute") all Ramipril
Patents in the
Territory, provided that King shall have the right to provide
comments, which
Selamine shall consider in good faith incorporating to the extent
not
inconsistent with the commercial or scientific interests of
Selamine. King shall
reimburse Selamine for [***] costs and expenses incurred in
connection with such
Prosecution of the Ramipril Patents in the Territory.
4.5
Third Party Infringement. If either Party or any Affiliate
thereof
becomes aware of actual or threatened infringement by a Third Party
of any
Ramipril Patent anywhere in the Territory, that Party or Affiliate
shall
promptly notify the other Party in writing. King shall have the
first right, but
not the obligation, to bring, [***], an infringement action against
any such
Third Party ("Action"), and to use Selamine and its Affiliate's
name(s) as
required in connection therewith and Selamine and its Affiliates
hereby consents
to jurisdiction and venue if King names Selamine or any Affiliate
thereof as a
party thereto. King shall have full control over the conduct of any
Action,
including settlement thereof. Selamine shall have the right to
provide comments
to King with respect to any such Action, which King shall consider
in good
faith. King shall provide notice to Selamine prior to entering into
any consent
to entry of judgment or any settlement of any Action. If King does
not commence
a particular Action within [***] of receipt of the notice of
infringement, then
Selamine, after notifying King in writing, shall be entitled to
bring such
Action [***]. Selamine shall have full control over the conduct of
such Action.
King shall have the right to provide comments to Selamine with
respect to any
such Action, which Selamine shall consider in good faith. Selamine
may not
settle any Action without prior written notice to King. In any
event, King and
Selamine and their Affiliates shall assist one another and
cooperate in any such
Action at the other's request [***] the requesting Party, and the
Party who is
not in control of the Action, and its Affiliates, shall have the
right to retain
separate counsel, at its own expense. The Parties shall each be
entitled to
recover [***] expenses, [***], associated with any litigation or
settlement
thereof from any recovery made by either Party. King shall
thereafter be
entitled to recover its lost profits with respect to infringing
sales of [***],
provided that King shall be obligated to pay to Selamine [***] with
respect to
such recovery for such sales as if King had made such sales itself.
The
remainder, if any, shall be shared by the parties, with Selamine
receiving an
amount [***] of such remainder and King receiving [***] such
remainder.
4.6
Defense of Third Party Claims. Selamine and King shall examine
and
discuss in good faith the consequences of any actual or threatened
suit, action
or proceeding against either or both Party or any Affiliate of
either, alleging
infringement of the technology, patent rights or other intellectual
property
rights of a Third Party with respect to the manufacture, use,
Marketing,
distribution, offer for sale, sale or importation of any [***] in
the Territory
("Third Party Claim"). King shall have the first right, but not the
obligation,
to control the defense of any Third Party Claim [***] and to use
Selamine and
its Affiliate's name(s) in connection therewith and Selamine and
its Affiliates
hereby consents to jurisdiction and venue if King names Selamine or
any
Affiliate thereof as a party thereto. King shall have full control
over the
conduct of any Third Party Claim. Selamine shall have the right to
provide
comments to King with respect to any such Third Party Claim, which
King shall
consider in good faith. King shall provide notice to Selamine prior
to entering
into any consent to entry of judgment or any settlement of any
Third Party
Claim. If King does not assume control of the defense of any Third
Party Claim
within [***] of the filing of the complaint in the relevant matter,
then
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
4
<PAGE>
Selamine, after notifying King in writing, shall be entitled to
assume control
over the defense of such Third Party Claim [***]. Selamine shall
have full
control over the conduct of such Third Party Claim. King shall have
the right to
provide comments to Selamine with respect to any such Third Party
Claim, which
Selamine shall consider in good faith. Selamine may not settle any
Third Party
Claim without prior written notice to King. In any event, King and
Selamine
shall assist one another and cooperate in any such Third Party
Claim at the
other's request [***] the requesting Party, and the Party who is
not in control
of the Third Party Claim, and its Affiliates, shall have the right
to retain
separate counsel, [***]. In the event any Third Party Claim, or
settlement
thereof, results in an obligation on King or Selamine or any
Affiliate of either
to pay royalties, milestones, damages, costs, expenses or any other
financial
consideration to any Third Party, whether by court order, consent
decree,
settlement or license agreement or otherwise, the Parties shall
share such
payment obligations [***].
5.
REPRESENTATIONS AND WARRANTIES
5.1
Selamine's Representations and Warranties. Selamine hereby
represents
and warrants the following to King as of the Effective Date:
(a) Selamine (i) is a corporation duly organized, validly
existing,
and in good standing under the laws of Ireland, with its principal
place of
business as indicated in the first paragraph of this Agreement;
(ii) is duly
qualified as a corporation and in good standing under the laws of
each
jurisdiction where its ownership or lease of property or the
conduct of its
business requires such qualification; (iii) has the requisite
corporate power
and authority and the legal right to conduct its business as now
conducted and
hereafter contemplated to be conducted; (iv) has all necessary
licenses,
permits, consents, or approvals from or by, and has made all
necessary notices
to, all government authorities having jurisdiction, to the extent
required for
such ownership and operation; and (v) is in compliance with its
certificate of
incorporation and bylaws.
(b) The execution, delivery and performance of this Agreement
by
Selamine and all instruments and documents to be delivered by
Selamine
hereunder: (i) are within the corporate power of Selamine; (ii)
have been duly
authorized by all necessary or proper corporate action; (iii) are
not in
contravention of any provision of the certificate of incorporation
or bylaws of
Selamine; (iv) will not violate any law or regulation or any order
or decree of
any court or government authority; (v) will not violate the terms
of any
indenture, mortgage, deed of trust, lease, agreement, or other
instrument to
which Selamine is a party or by which Selamine, or any of the
property of
Selamine is bound, which violation would have a material adverse
effect on the
financial condition of Selamine, or on the ability of Selamine to
perform its
obligations hereunder; and (vi) do not require any filing or
registration with
or the consent or approval of, any government authorities or any
other person,
which has not been made or obtained previously.
(c) This Agreement has been duly executed and delivered by
Selamine
and constitutes a legal, valid and binding obligation of Selamine
enforceable
against Selamine in accordance with its terms, except as such
enforceability may
be limited by applicable insolvency and other laws affecting
creditors' rights
generally or by the availability of equitable remedies.
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
5
<PAGE>
(d) To Selamine's knowledge, having made a reasonable inquiry,
there
are no judicial, arbitral, regulatory or administrative proceedings
or
investigations, claims, actions or suits related to the Ramipril
Patents pending
against Selamine or its Affiliates or its Affiliates' licensees
thereof anywhere
in the world, in any court or by or before any government
authority.
(e) Schedule A sets forth a complete and accurate list of all
Ramipril
Patents owned or Controlled by Selamine and its Affiliates.
Selamine and its
Affiliates own all right, title and interest in and to the Ramipril
Patents set
forth on Schedule A, free and clear of all Encumbrances, and to
Selamine and its
Affiliate's knowledge, no person or entity other than Selamine,
including
without limitation any current or former employee or consultant of
Selamine or
any Affiliate thereof, has any proprietary, commercial or other
interest in any
of such Ramipril Patents in the Territory. Neither Selamine nor its
Affiliates
have granted any agreements, options, commitments, or rights with,
of or to any
person or entity to acquire or obtain any rights to any of the
Ramipril Patents
in the Territory. Selamine and its Affiliates have the right to
license to King
and its Affiliates rights in the Ramipril Patents in the Territory
on the terms
and conditions set forth herein, free and clear of any rights or
claims of any
person or entity and, without payment of any royalty, licensee fee
or other
amount to any person or entity.
(f) To Selamine and its Affiliates' knowledge, the Ramipril
Patents
have been duly prepared and prosecuted in accordance with all
Applicable Laws,
including without limitation all duties of candor before the United
States
Patent and Trademark Office. To Selamine and its Affiliate's
knowledge, neither
Selamine nor any other Affiliate of Selamine, has received any
notice of
interfering subject matter with respect to any of the Ramipril
Patents, and to
Selamine's knowledge Selamine is unaware of any Third Party patents
or patent
applications that contain any interfering subject matter with any
of same.
(g) To Selamine and its Affiliates' knowledge, having made a
reasonable inquiry, the manufacture, use, offer for sale, sale, or
importation
of [***] formulated as described or claimed in the Ramipril Patents
will not
infringe or misappropriate the intellectual property rights of any
Third Party.
To Selamine and its Affiliates' knowledge, having made a reasonable
inquiry,
there are no pending patent applications that are reasonably likely
to issue in
the Territory with claims that would be infringed or
misappropriated by the
manufacture, use, offer for sale, sale or importation of any of the
[***]
formulations described or claimed in such Ramipril Patents, except
with respect
to pending patent applications that may be owned by Relevant Third
Parties and
with respect to which Selamine or its Affiliates may be obligated,
pursuant to
other agreements entered into between or among Selamine or its
Affiliates, on
the one hand, and King or its Affiliates, on the other hand,
relating to [***],
to obtain a Relevant Third Party License. To Selamine and its
Affiliate's
knowledge, having made a reasonable inquiry, neither Selamine nor
any Affiliate
thereof has misappropriated or infringed upon any intellectual
proprietary
rights of any Third Party in any material respect in connection
with the
development of any of the [***] formulations described or claimed
in such
Ramipril Patents. To the knowledge of Selamine, having made a
reasonable
inquiry, no Third Party has or is currently misappropriating or
infringing upon
any of the Ramipril Patents in the Territory.
5.2
Robin Hood's Representations and Warranties. Robin Hood hereby
represents and warrants the following to King as of the Effective
Date:
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
6
<PAGE>
(a) Robin Hood (i) is a corporation duly organized, validly
existing,
and in good standing under the laws of Malta, with its principal
place of
business as indicated in the first paragraph of this Agreement;
(ii) is duly
qualified as a corporation and in good standing under the laws of
each
jurisdiction where its ownership or lease of property or the
conduct of its
business requires such qualification; (iii) has the requisite
corporate power
and authority and the legal right to conduct its business as now
conducted and
hereafter contemplated to be conducted; (iv) has all necessary
licenses,
permits, consents, or approvals from or by, and has made all
necessary notices
to, all government authorities having jurisdiction, to the extent
required for
such ownership and operation; and (v) is in compliance with its
certificate of
incorporation and bylaws.
(b) The execution, delivery and performance of this Agreement by
Robin
Hood and all instruments and documents to be delivered by Robin
Hood hereunder:
(i) are within the corporate power of Robin Hood; (ii) have been
duly authorized
by all necessary or proper corporate action; (iii) are not in
contravention of
any provision of the certificate of incorporation or bylaws of
Robin Hood; (iv)
will not violate any law or regulation or any order or decree of
any court or
government authority; (v) will not violate the terms of any
indenture, mortgage,
deed of trust, lease, agreement, or other instrument to which Robin
Hood is a
party or by which Robin Hood, or any of the property of Robin Hood
is bound,
which violation would have a material adverse effect on the
financial condition
of Robin Hood, or on the ability of Robin Hood to perform its
obligations
hereunder; and (vi) do not require any filing or registration with
or the
consent or approval of, any government authorities or any other
person, which
has not been made or obtained previously.
(c) This Agreement has been duly executed and delivered by Robin
Hood
and constitutes a legal, valid and binding obligation of Robin Hood
enforceable
against Robin Hood in accordance with its terms, except as such
enforceability
may be limited by applicable insolvency and other laws affecting
creditors'
rights generally or by the availability of equitable remedies.
(d) To Robin Hood's knowledge, having made a reasonable inquiry,
there
are no judicial, arbitral, regulatory or administrative proceedings
or
investigations, claims, actions or suits related to the Ramipril
Patents pending
against Robin Hood or its Affiliates or its Affiliates' licensees
thereof
anywhere in the world, in any court or by or before any government
authority.
(e) To Robin Hood's knowledge, no person or entity other than
Robin
Hood and its Affiliates, including without limitation any current
or former
employee or consultant of Robin Hood or any Affiliate thereof, has
any
proprietary, commercial or other interest in any the Ramipril
Patents set forth
on Schedule A in the Territory. Neither Robin Hood nor its
Affiliates have
granted any agreements, options, commitments, or rights with, of or
to any
person or entity to acquire or obtain any rights to any of the
Ramipril Patents
in the Territory. Robin Hood has not previously licensed the
Ramipril Patents in
the Territory to any Third Party.
(f) To Robin Hood's knowledge, the Ramipril Patents have been
duly
prepared and prosecuted in accordance with all Applicable Laws,
including
without limitation all duties of candor before the United States
Patent and
Trademark Office. To Robin Hood's knowledge, neither Robin Hood nor
any other
Affiliate of Robin Hood, has received any notice
PORTIONS OF THIS
EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE
COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
7
<PAGE>
of interfering subject matter with respect to any of the Ramipril
Patents, and
to Robin Hood's knowledge Robin Hood is unaware of any Third Party
patents or
patent applications that contain any interfering subject matter
with any of
same.
(g) To Robin Hood's knowledge, having made a reasonable inquiry,
the
manufacture, use, offer for sale, sale, or importation of [***]
formulated as
described or claimed in the Ramipril Patents will not infringe or
misappropriate
the intellectual property rights of any Third Party. To Robin
Hood's knowledge,
having made a reasonable inquiry, there are no pending patent
applications that
are reasonably likely to issue in the Territory with claims that
would be
infringed or misappropriated by manufacture, use, offer for sale,
sale or
importation of any of the [***] formulations described or claimed
in such
Ramipril Patents, except with respect to pending patent
applications that may be
owned by Relevant
