Development & License Agreement between AutoImmune Inc. & Rycor Tech. Investment


Table of Contents


 Exhibit 10.34 
  
 Portions of this exhibit have been omitted pursuant to a request for confidential treatment of those portions filed with the Securities and Exchange Commission. Such
confidential portions have been filed with the Securities and Exchange Commission and are denoted in this exhibit by an asterisk (*). 
  
 DEVELOPMENT AND LICENSE AGREEMENT 
  
 between 
  
 AUTOIMMUNE INC. 
  
 and 
  
 RYCOR TECHNOLOGY INVESTMENTS CORP. 
  
 dated as of August 1, 2000 






Table of Contents


 
TABLE OF CONTENTS 
  

	 ARTICLE 1. DEFINITIONS
	  	5
	 1.1
	  	“Affiliate	  	5
	 1.2
	  	“Development Phase”	  	5
	 1.3
	  	“Effective Date”	  	5
	 1.4
	  	“Field”	  	6
	 1.5
	  	“Final Marketing Approval”	  	6
	 1.6
	  	“Improvements”	  	6
	 1.7
	  	“Licensed Products”	  	6
	 1.8
	  	“Net Sales”	  	6
	 1.9
	  	“Patent Rights”	  	6
	 1.10
	  	“Third Party”	  	6
	 1.11
	  	“Valid Claim”	  	6
	 ARTICLE 2. LICENSE GRANTS
	  	7
	 2.1
	  	 Grant of License Rights by AutoImmune to Rycor
	  	7
	 2.2
	  	Sublicense	  	7
	 2.3
	  	Reserved Rights of the United States Governmental and Brigham & Women’s Hospital	  	7
	 2.4
	  	Marketing and Distribution Rights and Obligations	  	7
	 2.5
	  	No Other Technology Rights	  	7
	 ARTICLE 3. EFFORTS DURING DEVELOPMENT PHASE
	  	7
	 3.1
	  	Diligent Efforts of Rycor	  	7
	 3.2
	  	Information Exchange, Reports	  	8
	 3.3
	  	Right to Use Data	  	8
	 3.4
	  	Attendance at Regulatory Meetings	  	8
	 ARTICLE 4. PAYMENTS
	  	8
	 4.1
	  	Diligence Payments	  	8
	 4.2
	  	Royalties	  	9
	 4.2.1
	  	Royalty Calculation	  	9
	 4.2.2
	  	Royalty Reports, Exchange Rates	  	9
	 4.2.3
	  	Audits	  	9
	 4.2.4
	  	Foreign Royalties	  	10
	 4.2.5
	  	Interest on Late Payments	  	10
	 ARTICLE 5. INTELLECTUAL PROPERTY
	  	10
	 5.1
	  	Filing, Prosecution and Maintenance of Patent Rights	  	10
	 5.1.1
	  	Prosecution and Maintenance	  	10
	 5.1.2
	  	Abandonment; Failure to Pay	  	10
	 5.1.3
	  	Cooperation	  	10
	 5.2
	  	Infringement by Others	  	10
	 5.2.1
	  	Prosecution by AutoImmune	  	11
	 5.2.2
	  	Prosecution by Rycor	  	11
	 5.3
	  	Declaratory Actions	  	11
	 5.4
	  	Infringement Action Against Rycor	  	11
	 5.5
	  	Cooperation	  	12

  






Table of Contents



	 5.6
	  	Improvements	  	12
	 ARTICLE 6. CONFIDENTIALITY
	  	12
	 6.1
	  	Nondisclosure Obligations	  	12
	 6.1.1
	  	General	  	12
	 6.1.2
	  	Limitations	  	12
	 6.2
	  	Terms of this Agreement	  	13
	 6.3
	  	Publications	  	13
	 6.3.1
	  	Procedure	  	13
	 6.3.2
	  	Delay	  	13
	 6.3.3
	  	Resolution	  	13
	 6.4
	  	Prohibition	  	13
	 6.5
	  	Injunctive Relief	  	14
	 ARTICLE 7. REPRESENTATIONS AND WARRANTIES
	  	14
	 7.1
	  	Mutual Representations	  	14
	 7.1.1
	  	Organization	  	14
	 7.1.2
	  	Authorization	  	14
	 7.1.3
	  	Binding Agreement	  	14
	 7.1.4
	  	No Inconsistent Obligation	  	14
	 7.2
	  	Limitations	  	14
	 7.2.1
	  	Disclaimer of Warranty	  	14
	 7.2.2
	  	Disclaimer of Certain Damages	  	15
	 7.2.3
	  	Further Limitation	  	15
	 ARTICLE 8. INDEMNITY
	  	15
	 8.1
	  	Rycor Indemnity Obligations	  	15
	 8.2
	  	AutoImmune Indemnity Obligations	  	15
	 8.3
	  	Procedure	  	15
	 8.4
	  	Insurance	  	16
	 ARTICLE 9. EXPIRATION AND TERMINATION
	  	16
	 9.1
	  	Expiration	  	16
	 9.2
	  	Termination	  	16
	 9.2.1
	  	Termination by Either Party	  	16
	 9.2.2
	  	Termination by AutoImmune	  	16
	 9.3
	  	Survival	  	17
	 9.4
	  	Non-Limitation of Rights	  	17
	 ARTICLE 10. MISCELLANEOUS
	  	17
	 10.1
	  	Force Majeure	  	17
	 10.2
	  	Assignment	  	17
	 10.3
	  	Severability	  	17
	 10.4
	  	Notices	  	18
	 10.5
	  	Applicable Law	  	19
	 10.6
	  	Dispute Resolution	  	19
	 10.6.1
	  	Good Faith Attempt to Resolve	  	19
	 10.6.2
	  	Mediation	  	19
	 10.6.3
	  	Arbitration	  	19
	 10.6.4
	  	Right to Seek Injunctive Relief	  	20
	 10.6.5
	  	No Other Proceedings	  	20

  






Table of Contents



	 10.6.6
	  	Status Quo	  	20
	 10.7
	  	Public Announcements	  	20
	 10.8
	  	Entire Agreement	  	20
	 10.9
	  	Headings	  	20
	 10.10
	  	Independent Contractors	  	20
	 10.11
	  	Exports	  	20
	 10.12
	  	Waiver	  	21
	 10.13
	  	Counterparts	  	21
	 10.14
	  	Interpretation	  	21
	 10.15
	  	Identification of Patent Rights; Patent Marking	  	21
		
	 EXHIBIT A – List of Patent Rights
	  	22
	 EXHIBIT B – RoyaltyRates
	  	24







Table of Contents


 DEVELOPMENT AND LICENSE AGREEMENT 
  
 THIS DEVELOPMENT AND LICENSE AGREEMENT dated as of August 1, 2000 (the “Agreement”) is made between AUTOIMMUNE
INC., a Delaware corporation (“AutoImmune”), and RYCOR TECHNOLOGY INVESTMENTS CORP., a corporation under the laws of the Province of Alberta, Canada (“Rycor”). 
  
 RECITALS 
  
 1. AutoImmune is a biopharmaceutical company that develops drug therapies for the treatment of inflammatory diseases. 
  
 2. During the course of its work in the area of Inflammatory disease
research, AutoImmune has developed certain proprietary technology related to methods and formulations for treating disease. 
  
 3. AutoImmune is interested in licensing this technology for use in the Field (as hereafter defined) to a third party which can maximize its potential by
conducting clinical trials necessary to obtain approval from appropriate governmental regulatory authorities of products embodying such technology, and then selling such products on a worldwide basis. 
  
 4. Rycor is interested in obtaining an exclusive, worldwide license to
AutoImmune’s technology in the Field. 
  
 5. AutoImmune is
willing to grant such a license upon the terms and conditions set forth below. 
  
 NOW, THEREFORE, in consideration of the premises and of the covenants herein contained, the parties hereto mutually agree as follows: 
  
 
ARTICLE 1. DEFINITIONS 
  
 
1.1 “Affiliate” shall mean any corporation or other entity which directly or indirectly controls, is controlled by or is under common control with a party to this Agreement. A corporation or other entity shall be
regarded as in control of another corporation or entity if it owns or directly or indirectly controls more than fifty (50%) of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or
indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the corporation or other
entity. 
  
 
1.2 “Development Phase” shall mean for each Licensed product the period commencing on the Effective Date and continuing until Final Marketing Approval for the Licensed Product has been obtained in the country.

  
 
1.3 “Effective Date” shall mean the date first written above. 






Table of Contents


 
1.4 “Field” shall mean the administration of native myelin basic protein (MBP) peptides by injection to non-mucosal sites for the treatment of multiple sclerosis. 
  
 
1.5 “Final Marketing Approval” shall mean final approval of the governing health authority to market (including pricing approval where needed) a Licensed Product in a country. 
  
 
1.6 “Improvements” shall mean all inventions, whether or not patentable information, know-how and data of any kind owned or controlled by, or licensed (with the right to sublicense) to, Rycor at any time during the
term of this Agreement for use in connection with the development, manufacture or use of Licensed Products. 
  
 
1.7 “Licensed Products” shall mean any product for use in the Field, or any method of making or using such a product for use in the Field, which, but for the license granted herein, would be within a Valid Claim of
a pending patent application included in the Patent Rights or which would infringe a Valid Claim of a pending patent application or an issued patent included in the Patent Rights. 
  
 
1.8 “Net Sales” shall mean the gross invoice sales price for the Licensed Products sold by Rycor, its Affiliates and/or its and their sublicensees less sales, tariff duties and/or use taxes directly imposed with
reference to particular sales and separately invoiced. The transfer of the Licensed Products by Rycor or one of its permitted sublicensees to (i) an Affiliate of Rycor or (ii) another permitted sublicensee of Rycor shall not be considered a sale; in
such cases, Net Sales shall be determined based on the invoiced sales price by the Affiliate or permitted sublicensee to its customer in an arms length transaction, less the deductions allowed under this Section. Every other commercial use or
disposition of Licensed Products by Rycor or, to the extent permitted under Article 2, by permitted sublicensees of Rycor, other than reasonable quantities of promotional samples or bona fide sale to a bona fide customer shall be considered a sale
of the Licensed Products at the weighted average Net Sales price then being invoiced by the seller in arm’s length transactions. 
  
 
1.9 “Patent Rights” shall mean the United States and foreign patent applications set forth in Exhibit A hereto; any other United States and foreign patent applications owned or controlled by or licensed (with the
right to sublicense), to AutoImmune and/or its Affiliates during the term of this Agreement necessary or useful for the manufacture, use or sale of Licensed Products; any division, continuation or continuation-in-part of any such applications; any
foreign patent applications corresponding to any such patent applications; and any United States or foreign patents or the equivalent thereof issuing thereon or any reissue or extension thereof. 
  
 
1.10 “Third Party” shall mean any entity other than AutoImmune or Rycor and their respective Affiliates. 
  
 
1.11 “Valid Claim” shall mean either (a) a claim of an issued and unexpired patent which has not been held permanently revoked, 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 declared to be invalid or unenforceable through reissue or disclaimer or otherwise or (b) a claim of a pending patent application which
claim was 






Table of Contents


 filed in good faith and has not been abandoned or finally rejected without the possibility of appeal or refiling of said
application. 
  
 
ARTICLE 2. LICENSE GRANTS 
  
 
2.1 Grant of License Rights by AutoImmune to Rycor. Subject to the provisions of Section 2.3, AutoImmune hereby grants to Rycor the exclusive worldwide right and license under the Patent Rights to use, manufacture, have
manufactured, import, offer for sale and sell the Licensed Products for use in the Field. 
  
 
2.2 Sublicenses. Rycor shall have the right to grant sublicenses under the Patent Rights to Affiliates of Rycor and, with the prior written consent of AutoImmune, which consent shall not be unreasonably withheld, to Third
Parties. A copy of each sublicense granted by Rycor under this Agreement shall be furnished to AutoImmune promptly after execution thereof. Any such sublicense shall conform to the terms hereof, and Rycor shall be responsible for the performance by
its sublicensees of all obligations imposed under the terms of this Agreement. 
  
 
2.3 Reserved Rights of the United States Governmental and Brigham & Women’s Hospital. Rycor acknowledges that the license granted herein is subject to any rights of the United States Government under 35 U.S.C.
§§200-212 and a license retained by the Brigham & Women’s Hospital to use technology developed at the institution for its own internal research purposes. 
  
 
2.4 Marketing and Distribution Rights and Obligations. Rycor shall have the exclusive worldwide right under the Patent Rights to market and distribute the Licensed Products. Rycor agrees, at its own expense, to use diligent
efforts to market the Licensed Products to obtain maximum sales of the Licensed Products. 
  
 
2.5 No Other Technology Rights. Except as otherwise expressly provided in this Agreement, under no circumstances shall a party hereto, as a result of this Agreement, obtain any ownership interest in or other right to any
technology, know-how, patents, pending patent applications, products or biological materials of the other party, including items owned, controlled or developed by the other party, or transferred by the other party to said party, at any time pursuant
to this Agreement. Without limitation of the foregoing, in no event shall Rycor obtain any license, ownership interest in, or other right to, any technology, know-how, patents, pending patent applications, products or biological materials of
AutoImmune relating to (a) native myelin or MBP-based peptides conjugated, linked or bound to other proteins (e.g., fusion proteins), (b) native myeline or MBP-based peptides administered with heat shock proteins or adjuvants, (c) non-native myelin
or MBP-based peptides (e.g., altered peptide ligands), or (d) any other field of use, including, without limitation, mucosal administration of myelin or MBP-based peptides. 
  
 
ARTICLE 3. EFFORTS DURING DEVELOPMENT PHASE 
  
 
3.1 Diligent Efforts of Rycor. During the Development Phase and thereafter, Rycor agrees, at its own expense, to use diligent efforts to perform research, preclinical development and clinical development with respect to
Licensed Products and to seek and use its best efforts to obtain Final Market Approvals for Licensed Products throughout the world at the earliest 






Table of Contents


 practicable date. Rycor shall have sole responsibility for filing and obtaining health registrations for all Licensed
Products and shall have sole ownership of any such health registrations which it obtains. 
  
 
3.2 Information Exchange, Reports. During the Development Phase and thereafter, Rycor shall keep AutoImmune informed as to its progress related to the Licensed Products, including but not limited to prompt disclosure of any
information on adverse reactions and summarized results of all preclinical or clinical studies or tests performed by Rycor or its Affiliates and sublicensees. Once every twelve months following the Effective Date, Rycor shall provide AutoImmune with
a reasonably detailed report describing Rycor’s progress during the preceding twelve months with respect to Rycor’s efforts under this Agreement. 
  
 
3.3 Right to Use Data. Rycor shall retain copies of all information and data which Rycor generates during the course of preclinical and clinical trials conducted during the Development Phase, and Rycor shall grant
AutoImmune a perpetual, non-exclusive, worldwide, royalty-free license to use any such information or data for any purpose, including the right to sublicense the right to such use. In the event this Agreement is terminated other than by Rycor
pursuant to Section 9.2.1, AutoImmune shall retain such license and shall have unrestricted access to and use of such information and data for any purpose, including any regulatory purpose. 
  
 
3.4 Attendance at Regulatory Meetings. Rycor will provide AutoImmune with reasonable prior notice of all meetings between its representatives and regulatory authorities regarding marketing approval of the Licensed Products.
AutoImmune shall have the right to have a representative present at all important meetings; provided, however, that Rycor may revoke this right with respect to any particular meeting (other than with the FDA) if, in its good faith reasonable
judgment, the presence of AutoImmune will be a detriment to the success of the meeting. 
  
 
ARTICLE 4. PAYMENTS 
  
 
4.1 Diligence Payments. In consideration for entering into this agreement and in partial consideration for the licenses granted herein, on each of the dates set forth below, Rycor shall make the corresponding payment sated
below in United States dollars by wire transfer in accordance with instructions provided by AutoImmune. Payments made by Rycor to AutoImmune pursuant to this Section 4.1 are not refundable under any circumstances and will not be credited against
royalty payments due to AutoImmune pursuant to Section 4.2. 
  
 On
the first day of the first month following the Effective Date and on the first day of each of the successive eleven months, $2,500.00 
  
 On the first day of the thirteenth month following the Effective Date and on the first day of each of the successive eleven months $5,000.00 

 
 On the first day of the twenty-fifth month following the Effective Date
and on the first day of each of the successive eleven months $7,500.00 






Table of Contents


 On the first day of the thirty-seventh month following the Effective Date and on the first day of each of
the successive eleven months $10,000.00 
  
 On the first day of
the forty-ninth month following the Effective Date and on the first day of each of the successive eleven months $12,500.00. 
  
 On the first day of the sixty-first month following the Effective Date and on the first day of each successive month $15,000.00 
  
 
4.2 Royalties. Following the First Commercial Sale of a Licensed Product, Rycor will pay, on a quarterly basis without offset or deduction, a royalty in the amounts set forth below on Net Sales of the Licensed Product
during the previous quarter. 
  
 
4.2.1 Royalty Calculation. As additional consideration for the licenses granted to Rycor, Rycor, its Affiliates and/or sublicensees shall pay to AutoImmune a royalty on Net Sales the rates set forth on Exhibit B.

  
 
4.2.2 Royalty Reports, Exchange Rates. During the term of this Agreement following the First Commercial Sale of a Licensed Product, Rycor shall within forth-five (45) days after each calendar quarter furnish to AutoImmune a
written quarterly report showing: (i) the gross sales of the Licensed Products sold by Rycor, its Affiliates, and its sublicensees during the reporting period and the calculation of Net Sales from such gross sales; (ii) the royalty due thereon;
(iii) withholding taxes, if any, required by law to be deducted in respect of such royalties; and (iv) the exchange rates used in determining the amount of United States dollars. All sales in currencies other than United States dollars shall be
converted into United States dollars calculated at the exchange rate published in The Wall Street Journal on the last day of the calendar quarter. If no royalty is due for any royalty period hereunder, Rycor shall so report. Rycor shall keep
complete and accurate records in sufficient detail to properly reflect all gross sales and Net Sales and to enable the royalties payable hereunder to be determined. 
  
 
4.2.3 Audits. Upon the written request of AutoImmune, Rycor shall permit an internal auditor or independent public accountant selected by AutoImmune and acceptable to Rycor which acceptance shall not be unreasonably
withheld or delayed, to have access during normal business hours to such records of Rycor as may be reasonably necessary to verify the accuracy of the royalty reports described herein, in respect of any calendar year ending not more than thirty-six
(36) months prior to the date of such request. All such verifications shall be conducted at AutoImmune’s expense and not more than once in each calendar year. In the event such AutoImmune representative concludes that additional royalties were
owed to AutoImmune during such period, the additional royalty shall be paid by Rycor within thirty (30) days of the date AutoImmune delivers to Rycor such representative’s written report so concluding. The fees charged by such representative
shall be paid by AutoImmune unless the audit discloses that the royalties payable by Rycor for the audited period are incorrect by more than two percent (2%), in which case Rycor shall pay the reasonable fees and expenses charged by such
representative and a further amount equal to the royalty shortfall. Rycor shall include in each Third Party sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to make reports to Rycor, to keep and maintain
records of sales made pursuant to such sublicense and to grant access to such records by AutoImmune’s representatives to the same extent required of 






Table of Contents


 Rycor under this Agreement. AutoImmune agrees that all information subject to review under this Section 4.2.3 or under
any sublicense agreement is confidential and that AutoImmune shall cause its representatives to retain all such information in confidence (except for disclosure to AutoImmune). 
  
 
4.2.4 Foreign Royalties. If royalties are due AutoImmune hereunder for sales of Licensed Products in a country in which, by reason of currency regulations or taxes of any kind, it is impossible or illegal for Rycor, its
Affiliates and/or sublicensees to transfer royalty payments to AutoImmune for Net Sales in that country, such royalties shall be deposited in whatever currency is allowable by the person or entity not able to make the transfer for the benefit or
credit of AutoImmune in an accredited bank in that country that is acceptable to AutoImmune. 
  
 
4.2.5 Interest on Late Payments. Any payments by Rycor to AutoImmune that are not paid on or before the fifth day after the date such payments are due under this Agreement shall bear interest at the lower of (a) the maximum
rate permitted by applicable law and (b) two (2) percentage points above the prime rate of interest reported from time to time by The Wall Street Journal, calculated on the number of days such payment is delinquent. 
  
 
ARTICLE 5. INTELLECTUAL PROPERTY 
  
 
5.1 Filing, Prosecution and Maintenance of Patent Rights. 
  
 
5.1.1 Prosecution and Maintenance. AutoImmune shall be responsible at its expense for filing, prosecution and maintenance of the Patent Rights in its own name, keeping Rycor informed. 
  
 
5.1.2 Abandonment; Failure to Pay. AutoImmune agrees that it will not abandon the prosecution of any patent applications included within the Patent Rights nor shall it fail to make any payment or fail to take any other
action necessary to maintain a patent under the Patent Rights unless it has notified Rycor in sufficient time for Rycor to assume such prosecution or make such payment. If AutoImmune elects not to continue to seek or maintain patent protection on
any patent or patent application included in the Patent Rights, Rycor shall have the right, at its option and expense, but in the name of AutoImmune, to prepare, file, prosecute (including oppositions) and maintain such patent applications and
patents; provided, however, that the rights of the parties with respect to any such Patent Rights in all other respects shall be as described in this Agreement. 
  
 
5.1.3 Cooperation. Each party shall make available to the other party (or to the other party’s authorized attorneys, agents or representatives), its employees, agents or consultants to the extent reasonably necessary
or appropriate to enable the appropriate party to file, prosecute and maintain patent applications and resulting patents as set forth in this Section 5.1 for periods of time reasonably sufficient for such party to obtain the assistance it needs from
such personnel. Where appropriate, each party shall sign or cause to have signed all documents relating to said patent applications or patents at no charge to the other party. 
  
 
5.2 Infringement by Others. 






Table of Contents


 
5.2.1 Prosecution by AutoImmune. AutoImmune and Rycor shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included in the Patent Rights licensed
hereunder to Rycor of which they become aware, and the parties shall consult with one another concerning the action to be taken. AutoImmune shall have the right, but not the obligation, to prosecute at its own expense any such infringement. After
repayment to AutoImmune of all of its costs and expenses, any recovery or damages derived from such action shall be shared equally by AutoImmune and Rycor. 
  
 
5.2.2 Prosecution by Rycor. If, within sixty (60) days after AutoImmune first becomes aware of any infringement of the Patent Rights, AutoImmune declines to prosecute such infringement or fails to cause such infringement to
terminate or to bring or diligently prosecute a suit or action to compel termination, Rycor shall have the right, but not the obligation, to bring such suit or action to compel termination at the sole expense of Rycor. In such event, Rycor shall
have the right, if AutoImmune is a legally indispensable party, to bring such suit or action in the name of AutoImmune. AutoImmune shall have the right to join any such suit or action brought by Rycor at AutoImmune’s expense. Any recovery or
damages derived from such action shall first be used to reimburse the parties for all legal expenses relating to the suit and thereafter shall be shared seventy-five percent (75%) by Rycor and twenty-five percent (25%) by AutoImmune. No settlement,
consent, judgment or other voluntary final disposition of the suit may be entered into without the consent of AutoImmune, which consent shall not unreasonably be withheld. 
  
 
5.3 Declaratory Actions. In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Patent Rights shall be brought against Rycor, Rycor shall notify AutoImmune in writing, and the
parties shall consult concerning the action to be taken. AutoImmune, at its sole option, shall have the right, within thirty (30) days after commencement of such action, to intervene, take over and duly prosecute the sole defense of the action at
its own expense. Rycor shall have no obligation to defend any such action, but Rycor shall have the right, at its own expense, to join in the defense of any such suit or action or to defend any such action if AutoImmune has decided not to do so
within thirty (30) days after AutoImmune first becomes aware of the action. 
  
 
5.4 Infringement Action Against Rycor. In the event that a suit or action is brought against Rycor alleging infringement of any third-party patent right as a result of the exercise of Rycor’s rights under Section 2.1,
Rycor shall have the exclusive right to defend such suit or action at its sole expense. AutoImmune will confer with and assist Rycor, at AutoImmune’s expense, in the conduct or settlement of such defense. AutoImmune shall have the right to be
represented in such suit or action by advisory counsel at its expense. Rycor shall not have the right to settle any such suit or action without the prior written consent of AutoImmune if as a result of such settlement AutoImmune would be obligated
to make any payment, assume any obligation, part with any property or interest therein, be subject to any injunction or order, grant any license or other right under the Patent Rights, or acknowledge the invalidity of any of the Patent Rights. Any
recovery or damages obtained by Rycor in relation to any counterclaim or the like filed by Rycor in such suit shall be applied first in satisfaction of any expenses and legal fees of Rycor relating to the suit. Any recovery or damages still
remaining shall be shared seventy-five percent (75%) by Rycor and twenty-five percent (25%) by AutoImmune. 






Table of Contents


 5.5 Cooperation. In any infringement suit either party may institute to enforce or defend the Patent
Rights or in which either party defends claims of infringement of third-party patents pursuant to this Agreement or in any declaratory judgment action defended by a party, the other party shall, at the request of the party initiating or defending
such suit, cooperate at its expense in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples and the like. 
  
 5.6 Improvements. Rycor hereby grants to AutoImmune a non-exclusive,
worldwide, royalty-free license, including the right to sublicense, to all Improvements for any purpose; during the term of this Agreement, such license shall be for use only outside the Field. In the event this Agreement is terminated other than by
Rycor pursuant to Section 9.2.1, AutoImmune shall retain such license. 
  
 ARTICLE 6. CONFIDENTIALITY 
  
 6.1 Nondisclosure Obligations. 
  
 6.1.1 General. Except
as otherwise provided in this Article 6, during the term of this Agreement and for a period of five (5) years thereafter, both parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i)
information and data received from the other party resulting from or related to the development of the Licensed Products and (ii) all information and data not described in clause (i) but supplied by the other party under this Agreement. For purposes
of this Article 6, information and data described in clause (i) or (ii) shall be referred to as “Information”. 
  
 6.1.2 Limitations. To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a party
may disclose to its Affiliates, actual or potential sublicensees, consultants, outside contractors, and clinical investigators, Information it is otherwise obligated under this Section 6.1 not to disclose on a need-to-know basis on condition that
such entities or persons agree to keep the Information confidential for the same periods and to the same extent as such party is required to keep the Information confidential; and a party or its sublicensees may disclose such Information to
government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials of, and to commercially market, the Licensed Products. The obligation not to
disclose Information shall not apply to any part of such Information that: (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such Information or its Affiliates or sublicensees; (ii)
can be shown by written documents to have been disclosed to the receiving party or its Affiliates or sublicensees by a Third Party, provided such Information was not obtained by such Third Party directly or indirectly from the other party pursuant
to a confidentiality agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other
party pursuant to a confidentiality agreement; (iv) can be shown by written documents to have been independently developed by the receiving party or its Affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the
receiving party pursuant to interrogatories, requests for information or documents, subpoena, civil investigative demand issued by a court or governmental agency or as 






Table of Contents


 otherwise required by law, provided that the receiving party notifies the other party immediately upon receipt
thereof and provided further that the disclosing party furnishes only that portion of the Information which it is advised by counsel is legally required. 
  

6.2 Terms of this Agreement. Except as provided in Section 10.7 hereof, AutoImmune and Rycor each agree not to disclose any terms or conditions of this
Agreement to any Third Party without the prior consent of the other party, except as required by applicable law or pursuant to a confidentiality agreement no less restrictive than this Article 6. If either party determines that it is required to
file with the Securities and Exchange Commission or other governmental agency this Agreement for any reason, such party shall request confidential treatment of such portions of this Agreement as it and the other party shall together determine.
Notwithstanding the foregoing, prior to execution of this Agreement, AutoImmune and Rycor shall agree upon the substance of information that can be used as a routine reference in the usual course of business to describe the terms of this
transaction, and AutoImmune and Rycor may disclose such information, as modified by mutual agreement from time to time, without the other party’s consent. 
  

6.3 Publications. 
  
 6.3.1 Procedure. Each party recognizes the mutual interest in obtaining patent protection for inventions which arise under this Agreement. In the event
that either party, its employees or consultants or any other Third Party under contract to such party wishes to make a publication (including any oral disclosure made without obligation of confidentiality) relating to work performed under this
Agreement (the “Publishing Party”), such party shall transmit to the other party (the “Reviewing Party”) a copy of the proposed written publication at least thirty (30) days prior to submission for publication, or an abstract of
such oral disclosure at least thirty (30) days prior to submission of the abstract or the oral disclosure, whichever is earlier. The Reviewing Party shall have the right (a) to propose modifications to the publication for patent reasons, (b) to
request a delay in publication or presentation in order to protect patentable information, or (c) to request that the information be maintained as a trade secret and, in such case, the Publishing Party shall not make such publication. If no request
for delay is made by the Reviewing Party subject to (a), (b) or (c) hereinabove, then the proposed publication may be submitted for publication. 
  
 6.3.2 Delay. If the Reviewing Party requests a delay as described in Section 6.3.1(b), the Publishing Party shall delay submission or presentation of the
publication for a period of ninety (90) days to enable patent applications protecting each party’s right in such information to be filed. 
  
 6.3.3 Resolution. Upon the receipt of written approval of the Reviewing Party, the Publishing Party may proceed with the written publication or the oral
presentation. 
  
 6.4 Prohibition. The use by Rycor, its
Affiliates and sublicensees of the names “Brigham & Women’s Hospital” and “Harvard Medical School” or any other academic or governmental installation wherein any of the Patent Rights or AutoImmune Technology has
originated in connection with the licensure, marketing or sale of Licensed Products is expressly prohibited. 






Table of Contents


 6.5 Injunctive Relief. The parties hereto understand and agree that remedies at law may be inadequate to
protect against any breach of any provisions of this Article 6 by either party or their employees, agent, officers or directors or any other person acting in concert with it or on its behalf. Accordingly, each party shall be entitled to the granting
of injunctive relief by a court of competent jurisdiction against any action that constitutes any such breach of this Article 6, without any requirement to post a bond. 
  
 ARTICLE 7. REPRESENTATIONS AND WARRANTIES 
  
 7.1 Mutual Representations. AutoImmune and Rycor each represent and warrant to the other as follows: 
  
 7.1.1 Organization. It is a corporation duly organized, validly existing and
is in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement. 
  
 7.1.2 Authorization. The execution, delivery and performance by it of this
Agreement has been duly authorized by all necessary corporate action and does not violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or
any provision of its charter documents or any agreement or other instrument or obligation to which it is bound or its assets are subject. 
  
 7.1.3 Binding Agreement. This Agreement is a legal, valid and binding obligation of it enforceable against it in accordance with its terms and conditions.

  
 7.1.4 No Inconsistent Obligation. Except as provided in
Section 2.3, it is not under any obligation to any person, or entity, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its
obligations. 
  
 7.2 Limitations. 
  
 7.2.1 Disclaimer of Warranty. Except as provided in Section 7.1, the rights
granted by AutoImmune herein are provided WITHOUT REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED. AUTOIMMUNE MAKES NO REPRESENTATION OR WARRANTY THAT
EXERCISE OF THE RIGHTS GRANTED IN THIS AGREEMENT WILL NOT INFRINGE A PATENT OR OTHER PROPRIETARY RIGHT OF ANY THIRD-PARTY. AUTOIMMUNE ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO MERCHANTABILITY, FITNESS OR QUALITY OF THE DATA CONTAINED IN
THE PATENT RIGHTS, OR THE PRACTICE OF THE INVENTIONS CONTAINED THEREIN OR THE USE THEREOF, OR THE MANUFACTURE, POSSESSION, USE, MARKETING, SALE OR OTHER DISPOSITION, BY RYCOR OR ANYONE ELSE, OF LICENSED PRODUCT(S). Without limitation of the
generality of this Section, nothing contained herein or in the Patents Rights shall be construed as extending any representation or warranty with respect to any of the foregoing or the results to be obtained thereby. 






Table of Contents


 7.2.2 Disclaimer of Certain Damages. IN NO EVENT WILL AUTOIMMUNE BE LIABLE TO RYCOR OR ANY OTHER PARTY,
REGARDLESS OF THE CAUSE OR THEORY OF ACTION (WHETHER CONTRACT, TORT INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE, OR OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER EXTRAORDINARY DAMAGES RESULTING FROM OR
ARISING UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION THE EXERCISE OF THE RIGHTS GRANTED IN THIS AGREEMENT, THE USE OF PATENT RIGHTS, OR THE MANUFACTURE, SALE OR USE OF LICENSED PRODUCTS. 
  
 7.2.3 Further Limitation. Nothing in this Agreement shall be construed as:

  
 (a) a warranty or representation by AutoImmune as to the
validity or scope of any Patent Rights; or 
  
 (b) a warranty or
representation that anything made, used, sold or otherwise disposed of under the rights granted in this Agreement is or will be free from infringement of a third-party patent or other proprietary right; or 
  
 (c) conferring by implication, estoppel or otherwise any license or other
right under patents or technology of AutoImmune. 
  
 ARTICLE 8. INDEMNITY 
  
 8.1 Rycor Indemnity
Obligations. Rycor agrees to defend, indemnify and hold AutoImmune, its Affiliates and their respective directors, officers, employees and agents harmless against any and all claims, suits, losses, judgments, liabilities, damages, costs and fees
(including but not limited to reasonable attorneys’ fees) and expenses resulting from or arising out of (a) the breach by Rycor of its representations and warranties in Article 7 or any other breach of this Agreement; (b) actual or asserted
violations of any applicable law or regulation by Rycor, its Affiliates or sublicensees by virtue of which the Licensed Products manufactured, distributed or sold shall be alleged or determined to be adulterated, misbranded, mislabeled or otherwise
not in compliance with such applicable law or regulation; (c) claims for bodily injury, death, property damage or monetary loss attributable to the manufacture, distribution, sale or use of the Licensed Products by Rycor, its Affiliates or
sublicensees; or (d) a recall ordered by a governmental agency, or required by a confirmed failure, of Licensed Products manufactured, distributed, or sold by Rycor, its Affiliates or sublicensees. 
  
 8.2 AutoImmune Indemnity Obligations. AutoImmune agrees to defend, indemnify
and hold Rycor, its Affiliates and their respective directors, officers, employees and agents harmless against any and all claims, suits, losses, judgments, liabilities, damages, costs, fees (including but not limited to reasonable attorneys’
fees) and expenses resulting from or arising out of the breach by AutoImmune of its representations and warranties in Article 7 or any other breach of this Agreement. 
  
 8.3 Procedure. A party of any of its Affiliates or their respective employees or agents (the “Indemnitee”) that
intends to claim indemnification under this Article 8 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect 






Table of Contents


 of which the Indemnitee intents to claim such indemnification, and the Indemnitor shall assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel
retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and the Indemnitor. The indemnity agreement in this Article 8 shall not apply to amounts paid in settlement of any loss, claim,
damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of
any such action shall not relieve the Indemnitor of any liability to the Indemnitee under this Article 8. The Indemnitee and its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any
action, claim or liability covered by this indemnification. In the event that an Indemnitee claims indemnity from the Indemnitor and the Indemnitor is finally held liable to indemnify the Indemnitee, the Indemnitor shall additionally be liable to
pay the reasonable legal costs and attorneys’ fees incurred by the Indemnitee in establishing its claim for indemnity. If either counsel for Rycor or counsel for AutoImmune represents both Rycor and AutoImmune in any action to be indemnified
under this Article 8 or in any action under Article 5, the parties agree that they will not use that representation to disqualify that counsel in unrelated matters. 
  
 8.4 Insurance. Rycor shall maintain reasonable levels of appropriate product liability insurance with financially
responsible insurance carriers naming AutoImmune as an additional insured with respect to development, manufacture and sales of the Licensed Products by Rycor. Rycor shall maintain such insurance naming AutoImmune as an additional insured for so
long as it continues to develop, manufacture or sell the Licensed Products, and thereafter for so long as Rycor maintains insurance for itself covering such manufacture or sales. 
  
 ARTICLE 9. EXPIRATION AND TERMINATION 
  
 9.1 Expiration. Unless this Agreement is sooner terminated in accordance with the provisions of this Article 9, the term of
Rycor’s obligation of royalty payments pursuant to Section 4.2 hereof shall cease on a country-by-country and Licensed Product-by-Licensed Product basis when there is no longer a Valid Claim with respect to the Licensed Product in the country
in which the sales occur. After such expiration Rycor shall have an irrevocable paid-up license thereafter for such country as to such Licensed Product. 
  
 9.2 Termination. 
  
 9.2.1 Termination by Either Party. Subject to the provisions of Section 9.2.2, this Agreement may be terminated by either party (i) by reason of a
material breach if the breaching party fails to remedy such breach within ninety (90) days after written notice thereof by the non-breaching party or (ii) upon bankruptcy, insolvency, dissolution or winding up of the other party. 
  
 9.2.2 Termination by AutoImmune. This Agreement may be terminated by
AutoImmune by written notice to Rycor if (i) Rycor fails to make any payment provided for in this Agreement within ten (10) business days after such payment becomes payable and such 






Table of Contents


 failure is not remedied within thirty (30) days after notice thereof from AutoImmune, provided that Rycor may remedy any
such breach only once in a period of twelve (12) consecutive months, or (ii) Rycor is in breach of its obligations under Section 2.4 or 3.1 hereof. 
  
 9.3 Survival. The provisions of Articles 5, 6, 7 and 8 and Sections 3.3, 4.2 (with respect to royalties accrued but not yet paid and with respect to
Sections 4.2.2, 4.2.3, 4.2.4 and 4.2.5), 9.4, 10.11 and this Section 9.3 shall survive the expiration or termination of this Agreement. 
  
 9.4 Non-Limitation of Rights. Termination of this Agreement pursuant to Section 9.2 shall not be exclusive or prejudicial to any other rights or remedies
of the non-defaulting party on account of the defaulting party’s breach or default under this Agreement. 
  
 ARTICLE 10. MISCELLANEOUS 
  
 10.1 Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or be in breach of this
Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods,
embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, act of God or acts, omissions or delays in acting by any governmental authority or the other party;
provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either
party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or the failure to perform as noted above.

  
 10.2 Assignment. This Agreement may not be assigned or
otherwise transferred by Rycor without the prior written consent of AutoImmune; provided however, that Rycor may, without such consent, assign its rights and obligations under this Agreement (i) to any Affiliate or (ii) in connection with a
merger, consolidation or sale of substantially all of such party’s assets to an unrelated Third Party; provided, however, that such party’s rights and obligations under this Agreement shall be assumed in writing by its successor in
interest in any such transaction and shall not be transferred separate from all or substantially all of its other business assets, including those business assets that are the subject of this Agreement. Any purported assignment in violation of the
preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. 
  
 10.3 Severability. Each party hereby agrees that it does not intend to violate any public policy, statutory or common laws, rules, regulations, treaty or
decision of any government agency or executive body thereof of any country or community or association of countries. Should one or more provisions of this Agreement be or become invalid, the parties hereto shall substitute, by mutual consent, valid
provisions for such invalid provisions which valid provisions in their economic effect are sufficiently similar to the invalid provisions that it can be reasonably assumed that the parties would have entered into this Agreement with such valid
provisions. In case such valid provisions cannot be agreed upon, the invalidity of one or several provisions of 






Table of Contents


 this Agreement shall not affect the validity of this Agreement as a whole, unless the invalid provisions are of such
essential importance to this Agreement that it is to be reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions. 
  
 10.4 Notices. Any consent, notice or report required or permitted to be given or made under this Agreement by one of the
parties hereto to the other shall be in writing, delivered personally or by facsimile (and promptly confirmed by telephone, personal delivery or courier) or courier, postage prepaid (where applicable), addressed to such other party at its address
indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor and shall be effective upon receipt by the addressee. 
  
 If to AutoImmune: 
  
 AutoImmune Inc. 
 1199 Madia Street

 Pasadena, CA 91103-1961 
 Attn:
Robert C. Bishop, Ph.D. 
 Chairman of the Board, 
 President and Chief Executive Officer 
 Telephone: (626) 792-1235 
 Telecopy: (626) 792-1236 
  
 with a copy to: 
  
 Nutter, McClennen & Fish, LLP 
 One
International Place 
 Boston, MA 02110-2699 
 Attention: Constantine Alexander, Esq. 
 Telephone: (617) 439-2595 
 Telecopy: (617) 310-9597 
  
 If to Rycor: 
  
 Rycor Technology Investments Corp. 
 Rycor
Business Centre 
 6030 – 88 Street, N.W. 
 Edmonton, Alberta, Canada T6E 6G4 
 Attention: Kevin Giese 
 Telephone: (780) 448-7230 
 Telecopy: (780)
466-6791 
  
 with a copy to: 
  
 University of Alberta 
 222 Campus Tower 
 8625 – 112 Street







Table of Contents


 Edmonton, Alberta, Canada T6G 2E1 
 Attention: Director, Industry Liaison Office 
 Telephone: (780) 492-5787 
 Telecopy: (780) 492-7896 
  
 10.5 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions thereof; provided, however, that the scope, validity and enforceability of patents shall be determined in accordance with the applicable laws of the countries in which such
patents have been issued. 
  
 10.6 Dispute Resolution. 

 
 10.6.1 Good Faith Attempt to Resolve. The parties hereby agree that they
will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement promptly by negotiations. If a controversy or claim should arise hereunder, the representatives of the parties will confer at least once and
will attempt to resolve the matter. If the matter has not been resolved within fourteen (14) days after their first meeting, the representative shall refer the matter to the Chief Executive Officers of the parties. 
  
 10.6.2 Mediation. If the matter has not been resolved within sixty (60) days
after the first meeting of the Chief Executive Officers of the parties (which period may be extended by mutual agreement), the parties agree to attempt in good faith to settle the matter by mediation to be held in accordance with the Commercial
Mediation Rules (the “Mediation Rules”) of the American Arbitration Association (the “Association”) as the Mediation Rules then exist, in Boston, Massachusetts, with the following deviations from the Mediation Rules. By mutual
agreement, the parties shall select at least one qualified neutral mediator to serve who shall be an expert in the area of dispute including the relevant technical and legal issues. The party requesting mediation shall designate its nominee or
nominees in the request, which shall be addressed to the Association with a simultaneous copy to the other party. The other party may accept a nominee of the requesting party or may designate its own nominee or nominees. The requesting party may
accept a nominee of the other party or reject the nominee. If within thirty (30) days after the initial request for mediation, the parties are unable to select a mutually satisfactory, qualified neutral expert mediator, a mediator shall be appointed
by the Association according to the Mediation Rules. 
  
 10.6.3
Arbitration. If the parties are unable to resolve the matter through mediation within one hundred twenty (120) days after mediation has been requested, the parties shall submit the dispute to arbitration. The arbitration shall be held in accordance
with the Commercial Arbitration Rules of the Association (the “Arbitration Rules”) as the Arbitration Rules then exist by one or more arbitrators appointed in accordance with the Arbitration Rules. The arbitrator shall be an expert in the
areas of the dispute including the technical and legal issues. The parties shall have the right to take discovery of the other party by any or all methods provided in the Federal Rules of Civil Procedures (U.S.) to the extent permitted by the
arbitrator. The arbitration shall take place in Boston, Massachusetts. Any decision or award resulting from the arbitration provided for herein shall be final and binding on the parties hereto. Judgment upon the arbitrator’s award may be
entered in any court of competent jurisdiction. The award of 






Table of Contents


 the arbitrator may include compensatory damages against either party, but under no circumstances will the arbitrator be
authorized to, nor shall he, award punitive damages or multiple or augmented damages against either party. 
  
 10.6.4 Right to Seek Injunctive Relief. Notwithstanding the foregoing provisions of this Section 10.6, either party has the right to bring suit in a court
of competent jurisdiction against the other party for (i) any breach of such other party’s duties of confidentiality pursuant to Article 6 of this Agreement and (ii) any infringement of its own proprietary rights by the other party. 

 
 10.6.5 No Other Proceedings. The parties agree not to institute any
litigation or other proceedings against each other in connection with this Agreement except as provided in this Section 10.6 unless this Agreement otherwise provides. 
  
 10.6.6 Status Quo. While a controversy or claim arising out of or relating to this Agreement is being resolved pursuant to
this Section 10.6, the obligations of the parties other than those which are the subject of the controversy or claim shall remain unaffected. 
  
 10.7 Public Announcements. The parties agree that press releases and other announcements to be made by either of them in relation to this Agreement shall
be subject to the written consent of the other party, which consent shall not be unreasonably withheld or delayed, except to the extent otherwise required by law. The parties will agree to issue a joint press release immediately following the
execution of this Agreement, the form and content of which shall be reasonably satisfactory to parties. 
  
 10.8 Entire Agreement. This Agreement, together with the Exhibits hereto, contains the entire understanding of the parties with respect to the subject
matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made are expressly merged in and made a part of this Agreement. This Agreement may be amended, or any term hereof modified, only by a written
instrument duly executed by both parties hereto. 
  
 10.9
Headings. The captions to several Articles and Sections hereof are not a part of this Agreement, but are merely guides or labels to assist in locating and reading the several Articles and Section hereof. 
  
 10.10 Independent Contractors. It is expressly agreed that AutoImmune and
Rycor shall be independent contractors and that the relationship between the two parties shall not constitute a partnership, joint venture or agency. Neither AutoImmune nor Rycor shall have the authority to make any statements, representations or
commitments of any kind, or to take any action, which shall be binding on the other, without the prior consent of the other party to do so. 
  
 10.11 Exports. The parties acknowledge that the export of technical data, materials, or products is subject to the exporting party receiving any necessary
export licenses and that the parties cannot be responsible for any delays attributable to export controls which are beyond the reasonable control of either party. AutoImmune and Rycor agree not to export or re-export, directly or indirectly, any
information, technical data, the direct product of such data, samples or equipment received or generated under this Agreement in violation of any applicable export control laws or governmental regulations. AutoImmune and Rycor agree to obtain
similar 






Table of Contents


 covenants from their licensees, sublicensees and contractors with respect to the subject matter of this Section 10.12.

  
 10.12 Waiver. The waiver by either party hereto of any right
hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature of otherwise. 
  
 10.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 10.14 Interpretation. The parties acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this
Agreement and has contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions
of this agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement. 
  
 10.15 Identification of Patent Rights; Patent Marking. Where appropriate, all
packaging and documentation for the Licensed Products shall include a notation acknowledging AutoImmune’s patent rights in the Licensed Products. Rycor shall mark, and cause its Affiliates and sublicensees to mark, all Licensed Products made,
sold or used under this Agreement, or their containers, in accordance with the applicable patent marking laws of each country in which such Licensed Products are to be sold or offered for sale. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above. 
  

	 AUTOIMMUNE INC.
	 	 	 	 RYCOR TECHNOLOGY INVESTMENTS CORP.

					
	By:	 	 /s/    ROBERT C. BISHOP

	 	 	 	By:	 	 /s/    KEVIN
GIESE            


	 	 	Robert C. Bishop, Ph.D.	 	 	 	 	 	Kevin Giese
	Title:	 	 Chairman of the Board,
 President and Chief
 Executive Officer
	 	 	 	Title:	 	President







Table of Contents


 EXHIBIT A 
  
 List of Patents/Patent Applications pending 
  

	TITLE	  	 	  	:	  	SUPPRESSION OF T-CELL PROLIFERATION USING PEPTIDE FRAGMENTS OF MYELIN BASIC PROTEIN
					
	 	 	 1.
	  	*	  	 	  	 
					
	 	 	 2.
	  	*	  	 	  	 
					
	 	 	 3.
	  	*	  	 	  	 
					
	 	 	 4.
	  	*	  	 	  	 
					
	 	 	 5.
	  	*	  	 	  	 
					
	 	 	 6.
	  	*	  	 	  	 
					
	 	 	 7.
	  	*	  	 	  	 
					
	 	 	 8.
	  	*	  	 	  	 
					
	 	 	 9.
	  	*	  	 	  	 
					
	 	 	 10.
	  	*	  	 	  	 
					
	 	 	 11.
	  	*	  	 	  	 
					
	 	 	 12.
	  	*	  	 	  	 
					
	 	 	 13.
	  	*	  	 	  	 
					
	 	 	 14.
	  	*	  	 	  	 
					
	 	 	 15.
	  	*	  	 	  	 
					
	 	 	 16.
	  	*	  	 	  	 
					
	 	 	 17.
	  	*	  	 	  	 
					
	 	 	 18.
	  	*	  	 	  	 
					
	 	 	 19.
	  	*	  	 	  	 
					
	 	 	 20.
	  	*	  	 	  	 







Table of Contents



						
	 	  	 	  	21.	  	*	  	 	  	 
						
	 	  	 	  	22.	  	*	  	 	  	 
						
	 	  	 	  	23.	  	*	  	 	  	 
						
	 	  	 	  	24.	  	*	  	 	  	 
						
	 	  	TITLE	  	 	  	 	  	:	  	PEPTIDE FRAGMENTS OF MYELIN BASIC PROTEIN
						
	 	  	 	  	25.	  	*	  	 	  	 
						
	 	  	 	  	26.	  	*	  	 	  	 
						
	 	  	 	  	27.	  	*	  	 	  	 







Table of Contents


 EXHIBIT B 
  
 ROYALTY RATES 
  
 1. The royalty rate for all Licensed Products shall be determined as follows: 
  
 (a) until aggregate Net Sales for all Licensed Products reach $250,000,000, the royalty rate shall be * (*). 
  
 (b) when aggregate Net Sales for all Licensed Products exceed $250,000,000,
the royalty rate on the next $250,000,000 of aggregate Net Sales shall be * (*). 
  
 (c) when aggregate Net Sales for all Licensed Products exceed $500,000,000, the royalty rate on the next $250,000,000 of aggregate Net Sales shall be * (*). 
  
 (d) when aggregate Net Sales for Licensed Products exceed $750,000,000, the
royalty rate on the next $250,000,000 of aggregate Net Sales shall be * (*). 
  
 (e) when aggregate Net Sales for Licensed Products exceed $1,000,000,000, the royalty rate on the excess shall be * (*). 
  
 2. The foregoing dollar amounts of Net Sales are expressed in United States dollars and shall be converted into such in
accordance with Section 4.2.2 of the Agreement.