Exhibit 10.1
Portions of this exhibit have been
omitted pursuant to a request for confidential treatment. The
omitted portions, marked by [***], have been separately filed with
the Securities and Exchange Commission.
RESEARCH AND LICENSE
AGREEMENT
Made in
Jerusalem this 8th day of August 2007, by and between:
YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF
JERUSALEM , of Hi Tech
Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel
(“ Yissum
”), and THE BOYCE THOMPSON INSTITUTE
, of Tower Road, Ithaca, NY 14850
(“ BTI
”) (collectively, the
“ Licensors
”) of the one part;
and
PROTALIX LTD. , of 2 Snunit
Street, Science Park, Carmiel 21000 Israel; (the “
Company ”), of the second part;
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WHEREAS:
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Yissum has represented to the Company
that the rights and title to all inventions and research results of
the Researcher (as defined below) vest solely with Yissum and BTI
has represented to the Company that the rights and title to all
inventions and research results of Charles J Arntzen, Hugh S Mason
and Tsafrir Mor vest solely with BTI; and
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WHEREAS:
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the Company is engaged,
inter alia, in the development and production of recombinant
proteins in plant cell culture and that, either by itself or
through third parties, it will have the financial capacity and the
strategic commitment to facilitate the development, production,
marketing and distribution of products; and
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WHEREAS:
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the Company wishes to obtain an
exclusive license from the Licensors for the development and
commercialization of certain inventions and research results
belonging to the Licensors; and
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WHEREAS:
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the Licensors agrees to grant the
Company such a license, all in accordance with the terms and
conditions of this Agreement.
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NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:
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1.
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Interpretation and
Definitions
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1.1.
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The preamble and appendices annexed to
this Agreement constitute an integral part hereof and shall be read
jointly with its terms and conditions.
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1.2.
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In this Agreement, unless otherwise
required or indicated by the context, the singular shall include
the plural and vice-versa , the masculine gender shall include the female
gender, and the use of the word “or” shall mean
“and/or”.
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1.3.
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The headings of the sections in this
Agreement are for the sake of convenience only and shall not serve
in the interpretation of the Agreement.
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1.4.
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In this Agreement, the following
capitalized terms shall have the meanings appearing alongside them,
unless provided otherwise:
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1.4.1.
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“ Affiliate ” shall mean any person, organization or
other legal entity which controls, or is controlled by, or is under
common control with, the Company. Control shall mean the holding of [***] or more of (i) the
capital or (ii) the voting rights or (iii) the right to elect or
appoint directors.
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1.4.2.
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“ Background Technology ” shall mean any unpatented information,
assays, ancillary materials, results, devices and/or know-how
developed by the Researcher at the University prior to the
execution of this Agreement, to the extent that they are useful in
the Field and are conveyed to the Company by the Licensor or the
Researcher, in writing. Technology that is or becomes part of the
public domain, for any reason other than publication by the
Company, shall not be deemed as part of the Licensed
Technology.
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1.4.3.
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“ Combination Product ” shall mean a Product which is manufactured
and commercialized by the Company, an Affiliate or Sublicensee
which comprises (i) a Product and (ii) at least one other active
ingredient or medical device , which,
if administered independently of the Product, would have a clinical
effect.
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1.4.4.
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“ Development Plan ” shall mean the written plan, and any
amendments thereof, produced by the Company, which sets forth how
the Company, from time to time, intends to develop and
commercialize the Licensed Technology.
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1.4.5.
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“ Development Technology ” shall mean all inventions, development,
improvements, data and other information in any form, patentable or
unpatentable, which shall be developed by the Researcher following
the execution of this Agreement, as a result of activities other
than the performance of the Research, to the extent that they are
useful in the Field and to the extent that they are not in the
public domain and Yissum shall then have the legal right
to
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 2 of 33
disclose and grant rights therein to
the Company as contemplated herein.
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1.4.6.
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“ Field ” shall mean the use of plant expressed AChE
and variants and peptides derived therefrom for all therapeutic and
prophylactic indications . “ Derived ” shall be construed to mean any chemical
modification of AChE or a variant or peptide thereof,
including, inter
alia and for the avoidance
of doubt the addition, deletion and /or modification of amino
acids, as well as nucleic acid sequences, with codons modified for
optimal production in plants, coding for the said AChE
variants.
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1.4.7.
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“ First Commercial Sale
” shall mean the first sale of a Product by the Company, an
Affiliate or a Sublicensee.
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1.4.8.
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“ Foreground Technology ” shall mean all inventions, development,
improvements, data and other confidential information in any form,
patentable or unpatentable, patented or unpatented,
conceived, developed or otherwise acquired by Yissum in the course
of any Research, including any such inventions, development,
improvements, data or other information conceived or developed
jointly by the Researcher and the Company.
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1.4.9.
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“ Licensed Patents ” shall mean all patent applications or
registered patents, any patent application that claims priority
therefrom; all divisions, continuations, continuations-in-part,
re-examinations, reissues, substitutions, or extensions, including
European Supplementary Protection Certificates
(“SPCs”), and any and all patents issuing from, and
inventions, methods, processes, and other patentable subject matter
disclosed or claimed in, any and all of the foregoing, as listed on
Appendix A. For the avoidance of doubt, the [***] Patent and the
[***] Patent are among the Licensed Patents.
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1.4.10.
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“ Licensed Technology ” – means the Licensed Patents, the
Background Technology, the Foreground Technology, the Research
Results and the Development Technology.
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1.4.11.
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“ Net Sales ” - means
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(a)
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revenues recognized in accordance with
United States generally accepted accounting principles from the
sale or other disposition of Products by the Company, an Affiliate
or Sublicensee to a third party; or
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(b)
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the fair market value of non-monetary
consideration received in connection with such sales, leases or
transfers;
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 3 of 33
after deduction of: (i) all trade,
quantity, or cash discounts and credits by reason of rejection,
return, price adjustment, rebates, recalls and unaffiliated third
party agents’ commissions; (ii) commercially reasonable
quantities of samples used for promotional purposes, clinical
trials purposes and/or compassion clinical experiments; (iii) sales
taxes (including VAT, customs, duties or other governmental charges
levied on the production, sale, transportation, import or export,
delivery or use of a Product (but specifically excluding income
tax); (iv) insurance and transportation expenses paid by such
party; and (v) Third Party Royalties; provided that such deductions
shall be directly related to the sale of Products in the course of
business of the Company, Affiliate or Sublicensee, all as
determined from the books and records of the Company, its Affiliate
or Sublicensee, maintained in accordance with generally accepted
accounting principles consistently applied. For the sake of
clarity, any payment or rebate received by the Company, Affiliate
or Sublicensee from any governmental agency directly in relation to
sales of Products shall be considered as Net Sales.
In the event of sales or deductions
not made at “arms length”, then for the purpose of
calculation of Royalties (as defined below) to the Licensors, Net
Sales shall be calculated in accordance with arms length prices for
sale of Products to end users and arm’s length deductions, to
be determined by the current market conditions, or in the absence
of such conditions, according to the assessment of a independent
appraiser to be selected by the parties.
Net Sales shall be furthermore
adjusted in the event that a Product is sold as part of a
Combination Product as set forth in section 7.1 hereto.
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1.4.12.
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“[***]
Patent” means [***],
all patents that issue thereon and all divisions, continuations,
continuations-in-part, re-examinations, reissues, substitutions, or
extensions, including European Supplementary Protection
Certificates (“SPCs”), and any and all patents issuing
from, and inventions, methods, processes, and other patentable
subject matter disclosed or claimed in, any and all of the
foregoing.
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1.4.13.
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“ Product ” means any plant recombinant AChE based
products, the sale of which would infringe a Valid Claim but for
the grant of the License or that uses the Licensed Technology as a
basis for subsequent modifications.
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 4 of 33
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1.4.14.
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“ [***] Patent(s) ” shall mean any [***] patent application
filed by the Licensors after [***], which discloses
[***].
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1.4.15.
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“ Research ” shall mean research sponsored by the
Company to be conducted by the Researcher at the University
pursuant to a Research Program.
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1.4.16.
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“ Research Program ” shall mean any mutually agreed program
under which Research shall carried out from time to
time.
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1.4.17.
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“ Researcher ” shall mean Prof. Hermona Soreq, or such
other person as determined and appointed from time to time by
Yissum with the Company’s prior consent, to supervise and to
perform the Research, if applicable.
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1.4.18.
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“ Research Results ” shall mean the results of the Research,
including any patent applications and patents (which shall be added
to the list of Licensed Patents set forth on Appendix A) and
information, material, results, devices or know-how arising from
such Research.
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1.4.19.
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“ Royalty Term ” shall mean, on a country by country basis,
the later of (i) the date of expiration of the last Valid Claim;
(ii) the end of any exclusivity on the Product granted by a
regulatory or government body; or (iii) the end of a period of
[***] from the date of the First Commercial Sale. Should the
periods referred to in subsections (i) or (ii) expire prior to
[***] from the date of the First Commercial Sale in a particular
country or countries, the license in that country or those
countries shall be deemed a license to the non-patent Background,
Foreground or Development Technology.
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1.4.20.
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“ Sublicense ” shall mean any grant by the Company or its
Affiliates of any of the rights granted under this Agreement or any
part thereof; including the right to develop, manufacture, market
or distribute the Licensed Technology or any Product.
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1.4.21.
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“ Sublicense Considerations ” shall mean any proceeds or consideration
or benefit of any kind whatsoever, other than (i) royalties on Net
Sales; (ii) research and development funding; (iii) grants; or (iv)
manufacturing and other service or development payments, that the
Company or an Affiliate may receive from a Sublicensee as a direct
or indirect result of the grant of a Sublicense or an option to
obtain such Sublicense.
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 5 of 33
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1.4.22.
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“ Sublicensee ” shall mean any third party to whom the
Company shall grant a Sublicense or option to obtain such
Sublicense. For the sake of clarity, Sublicensee shall include any
other third party to whom such rights shall be transferred,
assigned, or who may assume control thereof by operation of law or
otherwise.
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1.4.23.
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“ Third Party Royalties ” shall mean royalties calculated on any
amount invoiced by the Company, an Affiliate or a Sublicensee for
the sale of a Product and actually paid by the Company, an
Affiliate or a Sublicensee to a third party for the right to use
patents or technology of such third party, without which right of
use the Company would not be entitled to develop, manufacture and
sell such Product, provided that the duty to pay the royalty
to such third party has been established at arm’s-length and
in good faith, and is set out in a written agreement
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1.4.24.
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“ University ” shall mean the Hebrew University of
Jerusalem and each of its branches.
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1.4.25.
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“ Valid Claim ” shall mean any claim in any issued and
unexpired patent included in the Licensed Patents, including any
patent extensions or Supplementary Protection Certificates which
have not been disallowed or held unenforceable or invalid by a
decision of a court or other governmental agency of competent
jurisdiction, unappealable or unappealed within the time allowed
for appeal, and which has not been admitted to be invalid or
unenforceable through re-issue or disclaimer or
otherwise.
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2.
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Research; Research
Grants
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2.1.
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The parties may agree on the conduct
of a Research Program or any amendment thereof from time to time.
Such Research Program will require [***] to pay the costs of such
Research Program [***].
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2.2.
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The Research shall be conducted by and
under the supervision of the Researcher. Should the Researcher be
unable to complete the Research for any reason, Yissum shall notify
the Company of the identity of a suitable replacement researcher.
If the Company does not object to the replacement researcher on
reasonable grounds within twenty (20) days of this notification,
the substitute researcher shall be deemed acceptable to the
Company. Alternatively, the Company shall have the right to
terminate the Research, provided that (i) no monies paid to Yissum
for the Research will be refundable; and (ii) the Company shall be
responsible for the payment of any accrued fees and expenses due to
Yissum based on work duly performed up to the date of termination
and those irrevocable commitments
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 6 of 33
entered into by Yissum prior to having
received the Company’s written notice of
termination.
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2.3.
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For the avoidance of doubt, nothing
herein shall prevent Yissum or the University or the Researcher
from obtaining further finance or grants from other entities for
research regarding the Licensed Technology, provided that such
entities shall not be granted rights in the results and the same
shall be treated as Development Technology or Research Results
hereunder. The Company and Yissum will make best efforts to apply
jointly to the US Army and DARPA to fund collaboration programs.
The program and budget will be jointly agreed between the parties
before the filing such applications.
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2.4.
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Nothing contained in this Agreement
shall be construed as a warranty on the part of Yissum that any
results or inventions will be achieved by Research, or that the
Research Results, if any, are or will be commercially exploitable.
Yissum makes no warranties whatsoever as the commercial or
scientific value of any Research Results.
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2.5.
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Should the Company choose to (i)
retain the services of the Researcher or any other employee
of the University or BTI or their respective institutions, as a
consultant in connection with the License; or (b) grant any
benefit, including but not limited to, cash payments or securities
of any kind, to the Researcher or any other employee of the
University or BTI or their respective institutions, it shall
do so only through a written agreement executed between the Company
and, as appropriate Yissum or BTI.
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3.
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The License; Transfer of Licensed
Technology
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3.1.
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Subject to the full performance by the
Company of its obligations in accordance with this Agreement, the
Licensors hereby grant the Company an exclusive worldwide right and
license to develop, test, make, have made, use, have used, sell and
have sold materials, devices, processes and the like which
incorporate or otherwise utilize the Licensed Technology, all
within the Field only, subject to and in accordance with the terms
and conditions of this Agreement (the “License”).
Notwithstanding the foregoing, the License to the [***] Patent and
the [***] Patent(s) shall be exclusive without any field
restriction.
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3.2.
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Notwithstanding the provisions of
section 3.1, above, the Licensors, on behalf of their respective
institutions, shall retain the right (i) to make, use and practice
the Licensed Technology for internal research and educational
purposes; ] and (ii) to license or otherwise convey to any
organization the Licensed Technology, (with the exception of the
technology protected by the [***] Patent and the [***] Patent), for
research and development relating to commercial applications
outside the Field. In the event Yissum
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 7 of 33
receives requests for the Licensed
Technology from researchers at academic and/or not-for-profit
research organizations for use in non-commercial research, Yissum
will forward the requests to the Company and the Company, and the
Company, in consultation with the Researcher, will determine
whether it is willing to supply Licensed Technology for such
purpose. Any such disclosure or other supply of Licensed Technology
shall be made pursuant to the Company’s standard form
confidentiality or material transfer agreement (as the case may be)
and will acknowledge Yissum’s contribution.
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3.3.
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Yissum and/or the University, through
the Researcher or otherwise, shall convey the Licensed Technology
to the Company on a current basis and provide reasonable assistance
to the Company in implementing the same, provided that such
assistance does not interfere with the Researcher’s academic
responsibilities. Other than as provided herein, the Licensors
shall not be obliged to provide any technical support to the
Company, its Affiliates or its Sub-licensees.
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5.
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Development and Commercialization;
Advisory Committee
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5.1.
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The Company [***] shall use
commercially reasonable efforts to develop and commercialize the
Licensed Products. A preliminary written plan and timetable for the
development and the commercialization of Products (the
“ Development
Plan ”) is attached
to this Agreement as Appendix B. The Development Plan shall be
modified from time to time by the Company with notification to the
Licensors. All terms and conditions of the License and this
Agreement shall apply to the modified Development Plan.
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5.2.
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The parties shall establish an
advisory committee of up to four (4) persons (the “Advisory
Committee”) to provide technical input on the development of
Licensed Products The Licensors shall be entitled to
designate up to two representatives to the Advisory Committee (the
“Licensors’ Representatives”) which shall meet at
least twice per calendar year. The Licensors’ Representatives
shall be bound by the confidentiality arrangements set out in this
Agreement. The Company shall consult with the Licensors, via the
Licensors’ Representatives, in respect of significant
scientific decisions related to Product development. For the
avoidance of doubt, the Advisory Committee shall be a forum for the
exchange of information between the parties with respect to the
foregoing matters, shall act only in an advisory capacity and shall
not have decision-making powers. The Company shall provide the
Licensors via the Licensors’ Representatives with periodic
written reports not less than once per every six (6) months
concerning all material research and development activities
undertaken in
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 8 of 33
respect of the exercise of the
License. The periodic reports shall include a summary of the
development results and any other related work effected by the
Company or by any Affiliate or Sub-Licensee during the six month
period prior to the report (“Development Reports”).
Development Reports shall also set forth a non-binding general
assessment regarding the projected completion date of the
development of a Product and shall detail all changes to the
Development Plan as well as the actual completion date of the
development of a Product.
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5.3.
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Upon completion of the development of
any Product, the Company undertakes to perform commercially
reasonable actions to market, distribute and sell such Product.
Payments of the License Maintenance Fee as set forth in section 7,
below, shall not release the Company from its obligation as stated
in this section.
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6.1.
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The Company shall be entitled to grant
sublicenses under the License on terms and conditions consistent
and compliant with the terms and conditions of this Agreement
(except that the consideration may be different than the
consideration set forth in this Agreement) to (i) an Affiliate; or
(ii) a third party for consideration and in an arms-length
transaction. All sublicenses granted by the Company must be in
writing and a copy of such written agreement must be provided to
the Licensors within ten (10) days after its execution.
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6.2.
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If the Company is unable or unwilling
to serve or develop a potential market or market territory for
which there is another party willing to be a sublicensee, the
Company will, at the Licensors’ request, negotiate in good
faith a sublicense with such party.
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6.3.
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Any Sublicense shall be dependent on
the validity of the License and shall terminate upon termination of
the License.
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6.4.
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The Company shall ensure that any
Sublicense shall include terms that bind the Sublicensee to observe
the terms of this Agreement, including section 14, the breach of
which shall be a fundamental breach resulting in the prompt
termination of the Sublicense. In such an event, the Company
undertakes to take all reasonable steps to enforce such terms upon
the Sublicensee, including the termination of the Sublicense. In
all cases, the Company shall immediately notify the Licensors of
any breach of the terms of a Sublicense, and shall copy the
Licensors on all correspondence with regard such breach.
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6.5.
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Any act or omission of the Sublicensee
which is not promptly remedied by the Company or the Sublicensee
and which would have constituted a breach
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Page 9 of 33
of this Agreement by the Company had
it been an act or omission of the Company, and which the Company
has not made best efforts to promptly cure, including termination
of the Sublicense, shall constitute a breach of this Agreement by
the Company.
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6.6.
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For the avoidance of any doubt it is
hereby declared that under no circumstance whatsoever shall a
Sublicensee be entitled to grant a Sublicense or any part thereof
to any third party.
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In
consideration for the grant of the License, the Company shall pay
the Licensors the following considerations:
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7.1.
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Royalties on Net Sales of any Product
(the “ Royalties ”) on a [***] basis as follows:
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Net Sales
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Rate
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On the first [***]
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[***]
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On the next Net Sales of between [***]
and [***]
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[***]
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On the next Net Sales of between [***]
and [***]
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[***]
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On Net Sales in excess of
[***]
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[***]
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On a country-by-country basis, in the
event a third party commercializes either a competing product that
does not infringe a Licensed Patent or an authorized generic, the
applicable Royalty rate will be reduced by a percentage equal to
[***], but in no event shall the Royalty payable to the Licensors
be less than [***] of the Royalty rates set forth above. A
competing product’s market share will be based on the share
of the total market for products acting through the same mechanism
as a Product based on data provided by IMS International or such
other data mutually agreed by the Company and the
Licensors.
In the event that any Product is sold
in form of a Combination Product, the proportion of such
Combination Product to be attributed to the Product and therefore
subject to the Royalties shall be calculated based on
[***].
Thus, provided that both the Product
and the other constituent of the Combination Product are each sold
on a stand-alone basis at the time in question, the proportion
shall be as follows: [***], where A is the Net
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[***]
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Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 10 of 33
Sales price, of the Product sold
separately, and B is the Net Sales price, of the other component
sold separately.
In the event that the Product and the
other constituent of the Combination Product are not each sold on a
stand-alone basis at the time in question, the fraction above shall
be calculated where A is the reasonably estimated commercial value
of the Product sold separately and B is the reasonably estimated
commercial value of the other component sold separately. Any such
estimates shall be determined using criteria to be mutually agreed
upon by the parties.
Net Sales from such Combination
Product for the purposes of determining Royalties thereon shall be
determined by multiplying the actual Net Sales of such Combination
Product by such proportion, and the Company shall make payments of
Royalties to the Licensors accordingly.
Notwithstanding any of the foregoing,
if the use or sale of Product(s) by the Company, its Affiliate or
Sublicensees in the country in which Product(s) are sold or used is
not covered by a Valid Claim in such country, the Royalties payable
with respect to Net Sales in such country shall be [***] of the
amounts otherwise set forth above. For the avoidance of doubt, a
Product will not be deemed to be covered by a Valid Claim if there
is only a patent application pending but not yet issued. In the
event that such an application is granted during the Royalty Term,
the Company shall pay Yissum the full Royalty on all Net Sales from
the date the application was filed.
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7.2.
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Beginning on the [***] anniversary of
the execution of this Agreement and each [***] thereafter, the
Company shall pay the Licensors an annual License maintenance fee
of [***] (the “ License Maintenance Fee”).
The License Maintenance Fee shall
increase by [***] each [***]. The License Maintenance Fee is
[***].
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7.3.
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The Company shall pay the Licensors
the following amounts in connection with the achievement of the
following milestones (whether by the Company or a
Sublicensee):
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[***]
|
Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
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Page 11 of 33
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Milestone
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Payment
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Marketing approval of a
Product in the biodefense/poisoning field in the USA
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[***]
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Marketing approval of a
Product for other indications in the USA
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[***]
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Receipt by the Company of
the first [***] in Net Sales
or Sublicense
Considerations
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[***]
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7.4.
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Sublicense fees (“
Sublicense Fees
”) as follows:
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|
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(a)
|
[***] of Sublicense Considerations if
the Sublicense is granted prior to the initiation of preclinical
research.
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(b)
|
[***] of Sublicense Considerations if
the Sublicense is granted prior to the commencement of the first
Phase I clinical trial of a Product.
|
|
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(c)
|
[***] of Sublicense Considerations if
the Sublicense is granted prior to the receipt of the first
marketing approval for a Product.
|
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(d)
|
[***] of Sublicense Considerations if
the Sublicense is granted subsequent to the receipt of the first
marketing approval for a Product.
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7.5
|
At the end of the Royalty Term, the
Company shall have a paid-up license to the Licensed Technology and
shall not be required to pay any further compensation to the
Licensors pursuant to this Agreement.
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8.
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Reports and
Accounting
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8.1.
|
The Company shall give the Licensors
written notice of any Sublicense Consideration received or First
Commercial Sale made within 30 days of such event.
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8.2.
|
One (1) month after the end of each
calendar quarter commencing from the earlier of (i) the First
Commercial Sale by the Company or an Affiliate; or (ii) the grant
of a Sublicense or receipt of Sublicense Consideration, the Company
shall furnish the Licensors with a quarterly report (“
Periodic Report
”) detailing the total sales
effected or Sublicense Consideration received during the preceding
quarter and the total Royalties and Sublicense Fees due to the
Licensors in respect of that period. Once the events set
|
|
[***]
|
Portions of this exhibit were omitted
and filed separately with the Secretary of the Securities and
Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment under Rule 24b-2 of the Exchange
Act.
|
Page 12 of 33
forth in sub-section (i) or (ii),
above, have occurred, Periodic Reports shall be provided to the
Licensors whether or not Royalties and Sublicense Fees are payable
for a particular calendar quarter. The
Periodic Reports shall contain full particulars of all sales made
by the Company, Affiliates or Sublicensees and of all Sublicense
Consideration received, including a breakdown of the number and
type of Products sold, discounts, returns, the country and currency
in which the sales were made, invoice dates and all other data
enabling the Royalties and Sublicense Fees payable to be calculated
accurately.
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8.3.
|
On the date prescribed for the
submission of each Periodic Report, the Company shall pay the
Royalties and Sublicense Fees due to the Licensors for the reported
period. All payments under this Agreement shall be computed and
paid in US dollars, u
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