TECHNOLOGY TRANSFER AGREEMENTTechnology License Assignment Agreement |
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Search Technology License Assignment Agreement by:
Exhibit 2.1
Certain information in this
document, marked by brackets, has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Technology Transfer Agreement
By and Among
Maxygen, Inc.
Maxygen Holdings Ltd.
Maxygen ApS
and
Bayer HealthCare LLC
Dated July 1, 2008
TABLE OF CONTENTS
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ARTICLE
1 DEFINITIONS AND CONSTRUCTION |
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1 |
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1.1
AAA |
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1 |
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1.2
Acquired Assets |
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1 |
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1.3
Acquired Books and Records |
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1 |
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1.4
Acquired Intellectual Property |
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1 |
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1.5
Affiliate |
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2 |
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1.6
Agreement |
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2 |
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1.7
Alternative Compound |
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2 |
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1.8
Alternative Compound Fee |
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2 |
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1.9
Applicable Law |
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2 |
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1.10
Assigned Third Party Agreements |
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2 |
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1.11
Assignment and Assumption Agreements |
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2 |
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1.12
Assumed Liabilities |
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2 |
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1.13
Backup Compound Fee |
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2 |
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1.14
Backup Compounds |
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2 |
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1.15
Bayer Facility |
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2 |
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1.16
Bayer Confidential Information |
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3 |
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1.17
Bayer Indemnified Parties |
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3 |
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1.18
Bayers Licensed-Back Confidential Information |
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3 |
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1.19
Bayers Licensed Confidential Information |
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3 |
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1.20
Bayer Material Adverse Effect |
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3 |
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1.21
Bayers Other Confidential Information |
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3 |
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1.22
Bill of Sale |
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3 |
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1.23
Books and Records |
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3 |
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1.24
Business Day |
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3 |
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1.25
Challenge |
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3 |
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1.26
Clinical Trials |
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3 |
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1.27
Closing |
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3 |
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1.28
Closing Date |
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1.29
Commencement |
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4 |
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1.30
Compound |
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4 |
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1.31
Compound Fee |
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4 |
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1.32
Confidential Information |
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4 |
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1.33
CTA |
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1.34
Disclosure Schedules |
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1.35
Dispute |
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5 |
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1.36
Dollars or $ |
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5 |
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1.37
DMC |
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1.38
Emails |
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1.39
EMEA |
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5 |
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1.40
EPO |
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5 |
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1.41
Europe |
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5 |
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1.42
European Union |
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1.43
Excluded Activities |
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1.44
Excluded Books and Records |
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1.45
Exclusivity Field |
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1.46
Exclusivity Period |
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6 |
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1.47
Execution Date |
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6 |
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1.48
Factor VII Compound |
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6 |
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1.49
FDA |
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6 |
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1.50
Field |
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6 |
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1.51
FTE |
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6 |
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1.52
GLP |
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6 |
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1.53
GMP or Good Manufacturing Practices |
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6 |
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1.54
Governmental Approval |
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1.55
Governmental Authority |
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6 |
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1.56
IND |
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7 |
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1.57
Indemnified Party |
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7 |
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1.58
Indemnifying Party |
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7 |
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1.59
Initial Enrollment Period |
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7 |
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1.60
Intellectual Property |
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7 |
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1.61
Intellectual Property Cross License |
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7 |
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1.62
Inventory |
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7 |
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1.63
Know-How |
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7 |
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-ii-
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1.64
Knowledge |
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8 |
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1.65
Laboratory Notebooks |
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