exv10w61



 




[ * ] =Certain information on this page has been redacted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






EXHIBIT 10.61




LICENSE AGREEMENT




     THIS LICENSE AGREEMENT is made and entered into as of August 24, 2004 (the “Effective Date”)
by and between InterMune, Inc., a Delaware corporation having its principal place of business at
3280 Bayshore Blvd., Brisbane, California 94005 (“Licensee”), and Chiron Corporation, a Delaware
corporation having its principal place of business at 4560 Horton Street, Emeryville, California
94608 (“Chiron”).



BACKGROUND




     WHEREAS, Chiron has developed certain intellectual property rights with respect to Hepatitis C
Virus (“HCV” as hereinafter defined) which relate to the HCV genome and encoded proteins;



     WHEREAS, Licensee desires to be engaged in the research and development of small molecule
inhibitors of the HCV genome and encoded proteins and related therapeutics for the treatment of HCV
infection, which activities fall within the scope of the Chiron Patent Rights (as hereinafter
defined);



     WHEREAS, Licensee wishes to obtain a license under the Chiron Patent Rights for such purposes;
and



     WHEREAS, Chiron is willing to grant, and has offered to grant Licensee a license under the
Chiron Patent Rights for a negotiable fully paid-up, one-time fee; and



     WHEREAS, as an alternative to the arrangement whereby Licensee would secure a license under
the Chiron Patent Rights for a fully paid up one time fee, Licensee wishes to enter into an
arrangement pursuant to which Licensee shall provide consideration for the license under Chiron
Patent Rights by paying to Chiron up-front fees, [ * ], milestone and royalty payments, which
payments represent Chiron’s interest in the value contributed by the licensure of Chiron Patent
Rights to Licensee’s program(s) for the research, development and commercialization of Identified
Products, as hereinafter defined.



     NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained
herein, the parties hereto agree as follows:



1. DEFINITIONS




     For the purposes of this Agreement, the following definitions shall apply, and the terms
defined herein in plural shall include the singular and vice-versa:



     1.1. “Affiliate” means, with respect to a party hereto, any corporation, partnership, joint
venture or other business arrangement which is controlled by, controlling or under common control
with such party, and shall include without limitation any direct or indirect


1









 







beneficial ownership
of more than fifty percent (50%) of the voting stock or participating profit interest of such
corporation or other business entity. Without limiting the generality of the foregoing, the
Affiliates of Chiron expressly exclude Novartis A.G, a Swiss corporation, and any Affiliate thereof
not otherwise an Affiliate of Chiron (collectively, “Novartis”) unless and until such time as
Novartis exercises its rights to control Chiron in accordance with the terms and conditions of the
November 20, 1994 Governance Agreement between Chiron and Novartis’ predecessor in interest,
Ciba-Geigy Limited.




     1.2. “Chiron Patent Rights” means the patents or patent applications owned by Chiron
listed in Exhibit A attached hereto and incorporated herein, together with all patents issuing
thereon, including any divisionals, continuations, continuations-in-part, reissues, reexaminations
and extensions thereof, and foreign counterparts.



     1.3. “FDA” means the United States Food and Drug Administration and any successor drug
regulatory entity thereto.



     1.4. “HCV” means the Hepatitis C virus, including any isolates, strains or mutations
thereof.



     1.5. “Identified Products” means compounds that act on, whether by modulation,
stimulation, inhibition, or otherwise:




     1.5.1.
the HCV [  *  ] with respect to which Licensed Processes
were employed at any time during the course of the research, development or
commercialization of such compounds; or




     1.5.2.
[  *  ], with respect to which Licensed Processes
were employed at any time during the course of the research, development or
commercialization of such compounds; or




     1.5.3.
HCV  which    [  *  ]  compounds (a) [  *  ] compounds defined by 1.5.1
or 1.5.2 above [  *  ]  Licensed Processes were utilized at any time during
the course of the research, development or commercialization of such compounds; [  *  ]  (b)
[  *  ]  activity
that would infringe the Chiron Patent Rights but for the rights granted hereunder.



     1.6. “IND” means a “Notice of Claimed Investigational Exemption for a New Drug” filed
with the FDA, as defined in 21 C.F.R. Part 312, or foreign equivalent thereof.



     1.7. “Licensee Confidential Information” means Licensee’s confidential and/or
proprietary information relating to any Identified Product, including but not limited to Licensee’s
know-how, invention disclosures, technology, libraries, targets, compounds, patents, proprietary


[ * ] = Certain information on this page has been redacted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.





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materials and/or technologies, economic information, business or research strategies, trade secrets
and material embodiments thereof.




     1.8. “Licensee Facility” means and is limited to the facilities of Licensee and its
Affiliates located at the locations specified in Exhibit B attached hereto and incorporated herein
and such other locations as Licensee may designate in writing from time to time to Chiron.
Licensee may add additional locations to this list with Chiron’s prior written consent, which
consent shall not be unreasonably withheld and, upon such consent, such additional locations shall
be a Licensee Facility for purposes of this Agreement.



     1.9. “Licensed Composition” means any composition, the making, using, selling,
keeping, offering for sale, importing or exporting thereof would, but for the license granted
herein, infringe any Valid Claim within Chiron Patent Rights, if practiced in a Reference Country.



     1.10. “Licensed Method” means any method or process, the practice of which would, but
for the license granted herein, infringe a Valid Claim of the Chiron Patent Rights, (including,
without limitation, the manufacture, use, sale, keeping, offer for sale, importation or exportation
of a product which would infringe any such Valid Claim), if practiced in a Reference Country.



     1.11. “Licensed Processes” means any process that involves the use, practice or
manufacture of a Licensed Composition and/or Licensed Method, including without limitation:
[ * ].


     1.12. “Licensed Territory” means (a) for purposes of use of the Licensed Processes,
any country in the world where Licensee has a Licensee Facility; and (b) for purposes of
development and commercialization of Identified Products means worldwide.



     1.13. “NDA” means an application submitted to the FDA or foreign equivalent thereof,
which contains the details of the manufacture and testing of a new drug for purposes of obtaining
regulatory approval to market such new drug.



     1.14. “Net Sales" shall be calculated in accordance with U.S. generally accepted
accounting principles and means the gross amount billed or invoiced for sales or other dispositions
of all Identified Products hereunder (other than sales or other dispositions to Affiliates unless
such Affiliate is the end user), less the following deductions actually paid or
incurred (to the extent they are not already reflected in the amount invoiced and to the
extent they are not otherwise covered or reimbursed): (a) discounts, returns, allowances, Medicaid
rebates, and wholesaler chargebacks allowed and taken in amounts customary in the trade; (b)
import, export, excise, sales or use taxes, value added taxes, and other taxes, tariffs or duties
directly imposed and properly allocable to Identified Product sales, but not taxes assessed on
income derived from Identified Product sales; (c) separately itemized shipping, freight charges or
insurance paid; and (d) amounts allowed or credited for retroactive price reductions or rebates.


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



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Where Identified Product is sold in the form of a combination product containing one or more active
ingredients in addition to an Identified Product, Net Sales for such combination product will be
calculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B)
where A is the invoice price of the Identified Product if sold separately, and B is the total
invoice price of any other active component or components, or devices, in the combination, if sold
separately. If, on a country-by-country basis, the other active component or components in the
combination are not sold separately in said country, Net Sales for the purpose of determining
royalties of the combination product shall be calculated by multiplying actual Net Sales of such
combination product by the fraction A/C where A is the invoice price of the Identified Product, if
sold separately, and C is the invoice price of the combination product. If, on a
country-by-country basis, neither the Identified Product nor the other active component or
components of the combination product is sold separately in said country, Net Sales for the
purposes of determining royalties of the combination product shall be determined by the parties by
mutual agreement.



If Licensee receives any consideration for the sale or other disposal of any Identified Product
or for the use of any Identified Product other than monetary consideration under bona fide
arm’s length terms, then for the purposes of calculating the royalty payable under this
Agreement, such Identified Products shall be deemed to be sold exclusively for money at the
fair market price generally achieved for such Identified Products in the country in which such
sale or other disposal or use occurred when such Identified Products are sold alone and not
with other products.




     1.15. “Payment Term” shall have the meaning set forth in Section 8.2.



     1.16. “Phase I Clinical Trial” shall mean first human dosing, such as pursuant to a
clinical trial, conducted in accordance with 21 C.F.R. 312.21(a) or other applicable regulatory
requirements outside the United States, designed to establish the safety, and preliminary evidence
of effectiveness, of a pharmaceutical product for human use.



     1.17. “Phase II Clinical Trial” shall mean first human dosing pursuant to a clinical
trial, conducted in accordance with 21 C.F.R. 312.21(b) or other applicable regulatory requirements
outside the United States, of appropriate size and designed to evaluate the effectiveness of a
pharmaceutical product in patients with the disease for its intended use and in the dosage range to
be prescribed by identifying the proportion of patients within the trial who respond to the
pharmaceutical product.



     1.18. “Phase III Clinical Trial” shall mean first human dosing pursuant to a clinical
trial, conducted in accordance with 21 C.F.R. 312.21(c) or other applicable regulatory
requirements outside the United States, that is conducted after preliminary evidence
suggesting effectiveness has been obtained, that is of appropriate size and design to establish
that a pharmaceutical product is safe and effective for its intended use, to define warnings,
precautions and adverse reactions that are associated with the pharmaceutical product in the dosage
range to be prescribed, and to support regulatory approval of such pharmaceutical product or label
expansion of such pharmaceutical product.


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



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     1.19.
“Reference Countries” means the
United States of America for any activities that
are conducted in the United States of America, and

[ * ] for any activities that are
conducted outside the United States of America.



     1.20. “Research and Development Field” means the research and development of
Identified Products. The Research and Development Field is limited to the research and development
of [ * ] HCV [ * ], and expressly excludes research and development
related to
[ * ]. Also excluded from the
Research and Development Field are the research and development of (i) 
[ * ] and (ii) 
[ * ].



     1.21. “Research and Development Term” shall have the meaning set forth in
Section 8.1.



     1.22. “[ * ]” means [ * ].



     1.23. “Valid Claim” means any claim of an issued (or granted) and unexpired patent
which has not been held unenforceable, unpatentable or invalid by a decision of a court or
governmental agency of competent jurisdiction, which decision is unappealable or unappealed within
the time allowed for an appeal, and which has not been admitted by Chiron to be invalid or
unenforceable generally through reissue or disclaimer.



2. LICENSE




     2.1. Research and Development License Grant. Subject to all of the terms and
conditions in this Agreement, Chiron hereby grants to Licensee and to its wholly owned subsidiaries
and to those of its Affiliates conducting research and development activities at the Licensee
Facilities and to other of its Affiliates approved in writing by Chiron, which approval shall not
be unreasonably withheld (collectively with Licensee, the “Licensed Entities”), a non-transferable,
non-exclusive license, without the right to sublicense (unless Chiron has consented to such
sublicense under Section 2.1(c) below), under the Chiron Patent Rights, to use Licensed
Compositions and Licensed Methods in the Research and Development Field at a designated Licensee
Facility in the Licensed Territory during the Research and Development Term and to make, have made,
use, have used, sell, have sold, import, and export Identified Products during the term of this
Agreement (the “License”). The License shall be solely for the benefit of:



          (a) Licensed Entities; or




          (b) Licensee and a bona fide third party collaborator of Licensee to whom Chiron has granted a
license under Chiron Patent Rights to practice Licensed Processes in the Research and Development
Field, as confirmed by Chiron’s prior written acknowledgement; or



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          (c) Licensee and any other third party bona fide research collaborator, provided (i) Licensee
has provided Chiron with prior written notice identifying such third party collaborator and the
scope of the collaboration and (ii) Chiron has provided prior written consent to Licensee providing
such third party the benefit of the License, such consent not to be unreasonably withheld or
delayed. For purposes of this provision, consent shall be favorably considered if, for example,
the third party collaborator is granted such benefit for research purposes only, is exclusive to
Licensee with regard to the benefit, retains no development or commercial rights to Identified
Products and ceases all such activities upon the termination of its relationship with Licensee.
Notwithstanding the foregoing, Chiron hereby acknowledges and consents to [ * ], provided that [ *
], further provided that [ * ], and still further provided that [ * ].




     2.2. Additional Licenses. For the avoidance of doubt, nothing in the foregoing shall
be construed as a restriction on any licensing, or otherwise granting or authorizing, by Licensee
of marketing, manufacturing, importing, exporting, distribution, development, selling or other
commercialization rights to any Identified Product to a third party, and any third party so
licensed shall be free to exercise any such rights without any further obligation to Chiron,
provided that the sale of such Identified Product (including an Identified Product in development)
by or through such third party remains subject to the payment, reporting and indemnity provisions
of this Agreement. Nothing in this paragraph is intended to grant to Licensee the right to
sublicense Chiron Patent Rights, Licensed Compositions or Licensed Methods to third parties.



     2.3. Prior Activity. For the avoidance of doubt, the foregoing and all subsequent
terms of this Agreement shall be construed to embrace and apply to any activity carried out by
Licensee, [ * ], prior to the Effective Date within the
Research and Development Field, which activity may fall within the scope of the Chiron Patent
Rights, provided however, that Licensee shall pay to Chiron within ten (10) days of the Effective
Date any and all payments, if any, which would have been due under Sections 3.1.3, 3.1.4 and 3.1.5
had the License been granted prior to the Effective Date. Any Identified Products subject to such
payment(s), including latest stage of clinical achievement for each such Identified Product, are
listed in Exhibit C attached hereto and incorporated herein. In the event that no such payments
are due and owing to Chiron pursuant to the prior sentence, Licensee hereby represents that it does
not have any products in development which, as of the Effective Date, would have triggered any
payments due under Sections 3.1.3, 3.1.4 and 3.1.5. Notwithstanding the foregoing, any rights
granted to Licensee pursuant to this Section 2.3 shall terminate as of the Effective Date in the
event of a termination of this Agreement by Chiron pursuant to Section 8.3.1(b) below.



     2.4. Use Limitations. Licensee shall not have any rights under the Chiron Patent
Rights other than those specified in Sections 2.1 and 2.2, all other rights being retained by
Chiron. Without limiting the foregoing, Licensee shall not use Licensed Processes outside the
Research and Development Field or for the benefit of any third party not permitted by Section 2.1.
In the event that [ * ], such Identified Products shall be subject to the milestone and royalty
provisions herein and Licensee shall [ * ]. Without limiting the foregoing, Chiron grants Licensee
no rights under the Chiron Patent Rights to make, have made, use, sell or otherwise


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[ * ]. Notwithstanding any other provision in this Section 2.4,
[ * ] shall have the right to
[ * ] in the Research and Development
Field.




     2.5. Marketing Arrangements. In connection with arrangements with third parties
whereby such third parties would distribute or market Identified Products, Licensee agrees to
comply and to cause such third parties to comply with all terms and conditions of this Agreement.
For the avoidance of doubt, neither Licensee nor any such third party that develops, distributes or
markets Identified Products shall be required to make duplicate payments for any one Identified
Product for which payment has been received by Chiron.



3. PAYMENTS




     3.1. Payments. In consideration of Chiron’s grant of the License to Licensee,
Licensee shall, in addition to the other Licensee obligations referenced herein, make to Chiron the
payments referenced in this Section 3.1.



          3.1.1 License Issuance Fee. Within thirty (30) days following the Effective Date,
Licensee shall pay to Chiron a non-refundable license issuance fee (the “Issuance Fee”) of Three
Hundred Seventy Five Thousand U.S. Dollars ($375,000).




          3.1.2 [ * ]. On [ * ] of the Effective Date during the Research & Development Term,
 [ * ], Licensee shall pay to Chiron
[ * ] (the “[ * ]”) in the amount of [ * ] U.S. Dollars ($[ * ]). The [ * ] shall be creditable
against royalty payments referenced in Sections 3.1.4 and 3.1.5, if any, for [ * ]. Royalty
payments payable in excess of the [ * ] shall not be creditable against any [ * ].




          3.1.3 Milestone Payments. With respect to each and every Identified Product developed
by (i) Licensed Entities; or [ * ] which reaches the milestone events referenced in this Section
3.1.3, Licensee shall pay to Chiron the following milestone payments:




               (a) Upon filing of an IND or commencement of Phase I Clinical Trials (or foreign equivalent),
whichever occurs first: $500,000; and



               (b) [ * ]; and



               (c) [ * ]; and



               (d) [ * ]; and



               (e) [ * ].


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.





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          For the avoidance of doubt, each payment pursuant to clause (a), (b), (c), (d) or (e) above
shall be non-refundable, non-creditable, non-cancelable and payable once (and only once) with
respect to each Identified Product regardless of the number of countries in which clinical trials
are conducted or NDA or equivalent product registrations are filed or approved, and regardless of
how many NDA or equivalent product registrations are filed or approved in any country with respect
to such Identified Product. For the further avoidance of doubt, “commencement of Clinical Trial”
shall mean the date of first such dosing of Identified Product in humans as part of such trial.




          3.1.4 Royalty Payments for [ * ] Identified Product  [ * ]. Licensee shall,
until the expiration of the Payment Term, pay to Chiron, within [ * ] days after the end of each
calendar [ * ], an earned royalty equal to [ * ] percent ([ * ]%) of Net Sales of each Identified
Product that [ * ].




          3.1.5.
Royalty Payments for [ * ] Identified Products. Licensee shall, until the
expiration of the Payment term, pay to Chiron, within [ * ] days after the end of each calendar [ *
], an earned royalty equal to [ * ] percent ([ * ]%) of Net Sales of each Identified Product that [
* ].




     3.2. Manner of Payment. All payments hereunder shall be in United States dollars in
immediately available funds and shall be made by wire transfer to such bank account as may be
designated from time to time by Chiron.



          3.2.1 Exchange Rate. In the event that Identified Products are sold in currencies
other than United States dollars, Net Sales shall be calculated by Licensee in accordance with
generally accepted accounting principles. Net Sales in such other currencies shall be converted
into U.S. dollars at the end of each royalty reporting period using an exchange rate equal to the
simple average of the daily “U.S. dollar noon buying rates” on each business day of the applicable
royalty reporting period, as published at 12:00pm daily New York time by the Federal Reserve Bank
of New York (available on Bloomberg & Reuters). Royalty payments due to Chiron pursuant to
Sections 3.1.4 and 3.1.5 shall be calculated based on the Net Sales in United States dollars as
calculated above.




          3.2.2 Blocked Currency. In the event that restrictions or prohibitions imposed by a
national or international government authority preclude conversion of a national or international
currency into United States dollars, Licensee and Chiron shall consult to find a prompt and
acceptable solution and, prior to Licensee and Chiron determining such an acceptable solution,
Licensee shall handle all money received by Licensee from the sale or other distribution of
Identified Products as Chiron may lawfully direct. The cost and expense incurred as a consequence
of any such handling shall be borne equally by Licensee and Chiron. Notwithstanding the foregoing,
if any national or international currency cannot be converted into
United States dollars when payment to Chiron is due and payable under Section 3.1 above,
Licensee shall deposit the local currency equivalent of the United States dollar payment amount due
and payable to Chiron in an interest-bearing account in the name of Chiron. In the event that
conversion into United States dollars of any payment amount due and payable to Chiron deposited in
an interest-bearing account pursuant to the previous sentence becomes possible,



[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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Licensee shall
deliver such payment amount to Chiron promptly, however, if conversion of any such amount is not
possible within twelve (12) months after the date payment was due and payment to Chiron, Licensee
shall transfer to Chiron the amount deposited in the name of Chiron, together with all interest
accrued on the amount deposited after the date of deposit.




          3.2.3 Late Payment. Any payment, including, without limitation, royalty payments,
made by Licensee hereunder after the date such payment is due, shall bear interest at the lesser
of: (a) [ * ] basis points above the three (3) month United States Dollar LIBOR as published in the
Wall Street Journal on the day which is two business days prior to the date the payment is due, or
(b) the maximum rate permitted by applicable law (the “Interest Rate”). The Interest Rate shall be
calculated from the date payment was due until actually received by Chiron (the “Interest Period”)
based on actual number of days lapsed and a 360-day year. If the Interest Period extends beyond
three (3) months, at the beginning of each three (3) month interval, the Interest Rate will be
recalculated using the current three (3) month LIBOR, as described above, until the payment is
received.




          3.2.4 Underpayment. If an Inspection (as defined in Section 4.3 hereafter) reveals an
underpayment, then Licensee shall promptly make up such underpayment with interest at the Interest
Rate.




     3.3. Withholding Taxes. To the extent a statutory tax withholding obligation is
imposed by a governmental authority upon any payment due and payable hereunder, Licensee shall be
entitled to withhold from such payment to Chiron the amount, if any, of any tax assessed against
Licensee and actually withheld, provided that such tax is only for the account of Licensee and
evidence of the payment of such tax is promptly provided to Chiron. Licensee shall pay the amount
of such tax to the proper taxing authority and shall be entitled to deduct the amount of such tax
from the payment to be made by Licensee to Chiron. Licensee shall advise Chiron of any tax payment
made for the benefit of Chiron pursuant to this Section 3.3 and provide Chiron copies of tax
receipts for all taxes paid and deducted from the payment due and payable to Chiron, together with
copies of all pertinent communications from or with governmental authorities with respect thereto.
At Chiron’s reasonable request and at Chiron’s reasonable expense, Licensee shall reasonably assist
Chiron in any effort by Chiron in claiming any exemption from such deductions or withholdings under
any double taxation or similar agreement or treaty from time to time in force, and in minimizing
the amount required to be so withheld or deducted.



4. STATEMENTS, RECORDS AND INSPECTION




     4.1. Statements. All milestone and royalty payments made to Chiron hereunder shall be
accompanied by a written statement setting forth in reasonable detail the calculation thereof,
including, for example, in the case of royalty payments, the gross amount billed or invoiced by the
Licensee or an affiliate or commercial collaborators or any other third party for the sale or
distribution for the Identified Product, itemized deductions against such gross amount, and
Net Sales on a country-by country basis. Such statement shall contain reference to Net Sales by
territory in United States Dollars, as calculated by the method in Section 3.2.


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     4.2. Record Keeping. Licensee shall keep and maintain, and shall cause its Affiliates
[ * ] to keep and maintain, complete and accurate books of account and
adequate records of all sales of Identified Products in sufficient detail to permit Chiron to
confirm the accuracy of reported royalties hereunder, including without limitation, general
accounting ledgers, invoice/sale registers, original invoices and shipping documents, tax returns,
inventory and manufacturing records, sublicense and distributor agreements and price lists, product
catalogs and other marketing materials, and shall retain such books and records for a period of
three years from the last day of the calendar quarter in which such sales were made.



     4.3. Inspection. Chiron may from time to time and at any reasonable time, not
exceeding once every twelve (12) months, use a Chiron auditor (or such firm of certified public
accountants (“auditor”) as Chiron may select), to inspect the books and records of the Licensee,
Licensee’s Affiliates [ * ], as the case may be, and records and books of
sublicensees, to the extent necessary in order to verify the accuracy of any report or payment made
under this agreement, or in the case of Licensee’s failure to make reports or pay royalties, to
obtain information as to the royalty payable for any such period, by Licensee to Chiron (within the
three (3) full-year period immediately preceding such audit) (the “Inspection”). Books and records
shall include but not be limited to: (a) Accounting General Ledgers (electronically if available);
(b) Invoice/Sales Registers; (c) Original Invoice and Shipping Documents; (d) Federal and State
Business Tax Returns; (e) Company Financial Statements; (f) Sales Analysis Reports; (g) Inventory
and or Manufacturing Records; (h) Sub-License and Distributor Agreements; and (i) Price Lists,
Product Catalogs and Other Marketing Materials. Licensee agrees to maintain such books and records
for a period of not less than [ * ] years from the date each royalty report is submitted to
Chiron. Such Inspection shall be at Chiron’s expense unless a royalty payment deficiency is
determined and such deficiency is [ * ] percent ([ *
]%) or greater, for any royalty reporting period
included in the examination. In such case the Licensee shall be responsible for reimbursing Chiron
for the examination fee and expenses charged by the auditor. Any underpayment as determined by the
auditor shall be paid promptly to Chiron and will bear interest in accordance with Section 3.2.3.
Licensee agrees to pay past due royalties for any royalty deficiency error as determined by the
auditor, which affects periods prior to the period under audit. Chiron and the auditor shall
maintain in confidence such Inspection and its resulting report. The auditor may from time to time
consult with Chiron and any of its employees or third party counsel on questions as they relate to
the licensed technology. The auditor may not disclose financial or proprietary information except
as required by the license agreement or if it already exists in the public domain.



5. REPRESENTATIONS AND WARRANTIES; DISCLAIMER




     5.1. Mutual Warranties. Each party represents and warrants to the other party that
(a) it has all requisite corporate power and authority to enter into this Agreement, to grant the
licenses granted by it hereunder, and to perform its other obligations under this Agreement, (b)
execution of this Agreement and the performance by the warranting party of its obligations
hereunder, including, without limitation, the licenses granted by that party hereunder, have been
duly authorized, and (c) this Agreement is fully binding and enforceable in accordance with its
terms.


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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     5.2. Licensee Warranties and Covenants. Licensee warrants, represents and covenants
that:



          5.2.1. all of Licensed Entities’ activities related to its use of the Chiron Patent Rights
pursuant to this Agreement shall comply in all material respects with all applicable legal and
regulatory requirements, including, without limitation, all applicable regulatory requirements; and




          5.2.2. no Licensed Entity shall engage in any activities that would infringe the Chiron Patent
Rights and are outside the scope of the Research and Development License to be granted hereunder
(e.g., without limitation, use of the Licensed Processes outside the Licensee Facility or after the
termination of the Research and Development Term); and




          5.2.3. it shall obtain from any [ * ] a written undertaking requiring such [ * ] to perform
the payment obligations referenced in Article 3 herein; and




          5.2.4 that it shall promptly provide Chiron with a copy of such written undertaking described
in Section 5.2.3 above.




     5.3. Chiron Warranties. Chiron represents and warrants to Licensee that, as of the
Effective Date, the [ * ] for all Identified Products [ * ] and [ * ] for
[ * ] Identified Products
[ * ] are [ * ] for certain of the Chiron Patent Rights.



     5.4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CHIRON MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE CHIRON PATENT RIGHTS OR ANY LICENSE GRANTED BY CHIRON HEREUNDER, OR WITH RESPECT TO ANY
PRODUCTS OR SERVICES OF LICENSEE. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A
WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE CHIRON PATENT RIGHTS ARE VALID
OR ENFORCEABLE OR THAT LICENSED ENTITIES’ USE OF THE CHIRON PATENT RIGHTS CONTEMPLATED HEREUNDER
DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.



     5.5. Patent Matters. Chiron shall have the exclusive right to take action against any
infringement of any of the Chiron Patent Rights, in its sole discretion. Licensee shall cooperate
reasonably in any action Chiron may take against any such infringement, upon Chiron’s request and
at Chiron’s expense.


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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6. LIMITATION OF LIABILITY



NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES.




7. INDEMNITY




     7.1. Licensee Indemnity. Subject to Section 7.2, Licensee shall indemnify, defend and
hold harmless Chiron and its Affiliates and the officers, directors, employees, agents and
representatives of Chiron and its Affiliates from and against any and all claims, threatened
claims, damages, losses, suits, proceedings or liabilities of any kind (“Claims”) arising out of or
relating to Licensed Entities’ manufacture, use, sale, offering for sale, importation or
exportation of Identified Products or to its use otherwise of the Chiron Patent Rights, including
without limitation, Claims based on product liability or infringement of third party patent or
intellectual property rights, except to the extent any such Claim arises from the negligence or
willful misconduct or material breach of this Agreement by Chiron.



     7.2. Indemnification Procedures. Chiron shall notify Licensee in writing promptly
upon becoming aware of any Claim to which such indemnification may apply. Licensee shall be
relieved of its obligation of indemnification to the extent, and only to the extent, Licensee is
prejudiced by any failure of Chiron to provide Licensee with the foregoing notice of any such Claim
within a reasonable period of time. Licensee shall have the right to assume and control the
defense of the Claim at its own expense. If the right to assume and have sole control of the
defense is exercised by Licensee, Chiron shall have the right to participate in, but not control,
such defense at its own expense and Licensee’s indemnity obligations shall be deemed not to include
attorneys’ fees and litigation expenses incurred by Chiron after the assumption of the defense by
Licensee. If Licensee does not assume the defense of the Claim, Chiron may defend the Claim at
Chiron’s expense but shall have no obligation to do so. Chiron will not settle or compromise the
Claim without the prior written consent of Licensee, and Licensee will not settle or compromise the
Claim in any manner which would have an adverse effect on Chiron without the consent of Chiron,
which consent, in each case, will not be unreasonably withheld. Chiron shall reasonably cooperate
with Licensee and will make available to Licensee all pertinent information under the control of
Chiron.



     7.3. Presumptions and Burden of Proof Regarding Claims of Exempt Product Status. The
parties agree that there shall be a presumption that inhibitor
compounds of (i) the HCV [ * ] or
[ * ] HCV [ * ], or (iii) HCV,
which [ * ] HCV [ * ] arising prior to the expiration of Chiron Patent Rights in the relevant Reference
Country from Licensee’s program for research, development and commercialization of HCV
[ * ] products (a “Product in Question”) are Identified


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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Products, and are
subject to the obligations governing Identified Products provided herein. In the event that
Licensee contends that a Product In Question is not an Identified Product (an “Exempt Product”)
Licensee shall have the burden of proving such contention by a  [ * ], and
the provisions of Section 7.4 shall apply.




     7.4. Exempt Product Notification. In the event that Licensee or any Licensee
Affiliate makes an IND submission (or foreign equivalent) for any Product in Question after the
Effective Date which Licensee contends to be an Exempt Product, Licensee shall provide Chiron a
written notice providing particular and sufficient facts which are the basis for such contention
(the “Exempt Product Notification”). Licensee shall provide Chiron with the Exempt Product
Notification within thirty (30) days following IND (or foreign equivalent) filing of any alleged
Exempt Product by Licensee (the “Exempt Product Notification Period”).


In the event that Licensee submits
 to Chiron an Exempt Product Notification, Chiron shall have the
right to [ * ]. In the event that Chiron disputes
Licensee’s claim that the Product in Question is an Exempt Product [ * ], the
dispute shall be governed by the dispute resolution provisions provided herein, provided that the
[ * ] and burden of proof provisions referenced in Section 7.3 shall apply to such dispute
resolution.



In the event that Licensee fails to provide Chiron with an Exempt Product Notification within the
Exempt Product Notification Period,
[ * ].



In the event that a Product In Question is determined by action under this Section 7.4 to qualify
as an Identified Product (provided that such determination is either accepted or no longer subject
to challenge by Licensee under the dispute resolution provisions herein) at a time after the
achievement of a corresponding milestone event for the Product In Question, and in the event the
milestone payment relating to the same was not paid when it was due, any such unpaid milestone
payment shall become immediately due and bear interest for the period of non-payment as provided in
Section 3.2.3 above.




8. TERM AND TERMINATION




     8.1. Research and Development Term. The “Research and Development Term” shall be the
period commencing from the Effective Date and ending on the earlier of (a) the date as of which
Chiron receives Licensee’s notification that Licensee no longer desires to exercise the research
and development License (granted under Section 2.1) and has permanently ceased all use of Licensed
Processes or other activities which fall within the scope of the Chiron Patent Rights, or (b) the
last to expire patent containing a Valid Claim within the Chiron Patent Rights
in the relevant Reference Country in which Licensee or a Licensee Affiliate is conducting
research activities.



     8.2. Payment Term; Expiration. Licensee’s obligation to make milestone payments as
specified in Section 3.1.3, and royalty payments on Net Sales of Identified Products pursuant


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to
Sections 3.1.4 and 3.1.5, shall terminate upon [ * ] (the “Payment Term”). In acknowledgement of
Licensee’s agreement to enter into a deferred payment arrangement instead of paying a fully
negotiable up-front fee for the license to the Chiron Patent Rights referenced herein, Licensee
agrees that Licensee’s obligation to pay milestone and royalty payments as referenced herein shall
be unconditional and irrevocable during the Payment Term, notwithstanding [ * ]. This Agreement
shall expire upon the expiration of the Payment Term. Upon expiration of the Payment Term, all
rights of Licensee hereunder shall automatically become fully paid-up, royalty-free, irrevocable,
fully sublicenseable and perpetual.




     8.3. Termination.



          8.3.1. Chiron shall have the right to terminate this Agreement, at Chiron’s sole discretion,
upon delivery of written notice to Licensee, upon the occurrence of any of the following:




          (a) In the event of any material breach by Licensee of any terms and conditions of this
Agreement, provided that such breach has not been cured within sixty (60) days after written notice
thereof is given by Chiron to Licensee; or




          (b) In the event that Licensee or any [ * ] challenges or knowingly supports (other than
pursuant to a subpoena or other court order) a challenge to the validity of any of the Chiron
Patent Rights. Chiron’s termination rights under this Section 8.3.1(b) may be exercised by Chiron
at any time subsequent to Licensee’s (or any [ * ]) challenge to the validity of the Chiron Patent
Rights.




          8.3.2. Either party shall have the right to terminate this Agreement, upon the filing by the
other party in any court or agency pursuant to any statute or regulation of the United States or
any state a petition in bankruptcy or insolvency or for reorganization or similar arrangement or
for the appointment of a receiver or trustee of such party or its assets, upon the proposal of a
written agreement of composition or extension of its debts, or if such party is served with an
involuntary petition against it in any insolvency proceeding, upon the ninety-first (91st) day
after such service if such involuntary petition has not previously been stayed or dismissed, or
upon the making by such party of an assignment for the benefit of its creditors.




     8.4. Effect of Termination or Expiration.



          8.4.1. In General. Upon termination of this Agreement for any reason:




               (a) All rights and licenses to use Licensed Compositions and Licensed Methods granted to
Licensee in Article 2 shall terminate, and Licensee shall cease all use of Chiron Patent Rights,
provided, however, that Licensee retains all rights and licenses to research,
develop, make, have made, use, have used, sell, have sold, import and export Identified
Products granted to Licensee in Article 2 to the extent that the exercise of such rights does not
infringe any Chiron Patent Rights, subject to Licensee’s obligations under Articles 3, 4 and 7;


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               (b) Chiron shall have the right to obtain specific performance of Licensee’s payment
obligations referenced in Section 3.1, including, without limitation, Licensee’s royalty and
milestone obligations referenced therein;



               (c) Chiron shall have the right to retain all amounts previously paid to Chiron by Licensee;
and



               (d) Neither party shall be relieved of any obligation which accrued prior to the effective
date of such expiration or early termination; in particular, without limitation, Licensee shall
remain obligated to pay to Chiron all amounts which have accrued hereunder as of such date, all in
accordance with Section 3.



          8.4.2. Survival. Except as expressly provided herein, the following provisions shall survive
expiration or termination of this Agreement: Article 1, Article 2 (to the extent provided in
Section 8.4.1 above), Article 3, Article 4, Article 5, Article 6, Article 7, Section 8.2, Article
9, Article 10 and any other provisions which by their nature are intended to survive termination.




9. CONFIDENTIAL INFORMATION




     9.1 Confidentiality. Except to the extent expressly authorized by this Agreement or
otherwise agreed in writing, the parties agree that, for the term of this Agreement and for ten
(10) years thereafter, Chiron (the “Receiving Party”) agrees that with respect to whatever Licensee
Confidential Information it receives from Licensee (the “Disclosing Party”) hereunder, the
Receiving Party shall keep such Licensee Confidential Information confidential and shall not
publish or otherwise disclose or use such Licensee Confidential Information for any purpose other
than as provided for by in this Agreement except for Licensee Confidential Information that the
Receiving Party can establish:



          (a) was already known to the Receiving Party (other than under an obligation of
confidentiality), at the time of disclosure by the Disclosing Party and such Receiving Party has
documentary evidence to that effect;




          (b) was generally available to the public or otherwise part of the public domain at the time
of its disclosure to the Receiving Party;




          (c) became generally available to the public or otherwise part of the public domain after its
disclosure or development, as the case may be, and other than through any act or omission of the
Receiving Party in breach of this confidentiality obligation;




          (d) was disclosed to the Receiving Party, other than under an obligation of confidentiality,
by a third party who had no obligation to the Disclosing Party not to disclose such information to
others; or



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          (e) was independently discovered or developed by or on behalf of the Receiving Party without
the use of the Licensee Confidential Information and the Receiving Party has documentary evidence
to that effect.




     9.2 Authorized Disclosure and Use. Notwithstanding the foregoing Section 9.1, Chiron
may disclose Licensee Confidential Information to the extent such disclosure is required to comply
with a court order or applicable governmental law or regulation, including, without limitation, law
and regulations of the United States Securities and Exchange Commission, the National Association
of Securities Dealers or any national stock exchange regulation, and except as expressly provided
herein. In addition, either party may disclose the terms of this Agreement to its accountants or
attorneys or its potential or actual partners or collaborators under an obligation of
confidentiality no less stringent than that provided in Section 9.1 above. In the event Chiron is
required by court order to disclose Licensee Confidential Information, Chiron shall provide
sufficient notice to Licensee and such reasonable cooperation and assistance to enable Licensee to
seek a protective order or otherwise prevent or limit disclosure or use of such Licensee
Confidential Information.



     9.3 Publicity. Neither Licensee nor Chiron shall make any public announcement
concerning the economic terms of this Agreement without the prior written consent of the other
party. Notwithstanding the foregoing, the parties agree that either party shall have the right to
issue a public announcement regarding the execution of this Agreement following such execution.
The party making such public announcement shall submit the proposed form of such public
announcement to the other party and shall incorporate the other party’s reasonable comments and
suggestions prior to issuance of such public announcement.



10. GENERAL




     10.1. Provisions Contrary to Law. In performing this Agreement, the parties shall
comply with all applicable laws. Wherever there is any conflict between any provision of this
Agreement and any law, the law shall prevail, but in such event the affected provision of this
Agreement shall be limited or eliminated only to the extent necessary, and the remainder of this
Agreement shall remain in full force and effect. In the event the terms of this Agreement are
materially altered as a result of the foregoing, the parties shall renegotiate in good faith the
terms of this Agreement to resolve any inequities.



     10.2. Notices. Any notice required or permitted to be given by this Agreement shall be in
writing and shall be delivered by hand or overnight courier with tracking capabilities or mailed
postage prepaid by first class, registered or certified mail addressed as set forth below unless
changed by notice so given:


[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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If to Chiron:



Chiron Corporation

4560 Horton Street

Emeryville, California 94068-2916

Attention: President, Chiron BioPharmaceuticals

Fax: (510) 923-3832

Copy to: Office of the General Counsel

Fax: (510) 654-5360



If to Licensee:



InterMune, Inc.

3280 Bayshore Blvd.

Brisbane, California 94005

Attention: General Counsel

Fax: (415) 508-0006




     Any such notice shall be deemed delivered on the date received. In addition to any notices
required or permitted hereunder, the parties shall use the contact information below for purposes
of providing accounting or payment information set forth in Articles 3 and 4 hereof:


If to Chiron:



Chiron Corporation

4560 Horton Street

Emeryville, California 94068-2916

Attention: Manager, R&D Operations

Tel: (510) 923-8128

Fax: (510) 923-8341



If to Licensee:



InterMune, Inc.

3280 Bayshore Blvd.

Brisbane, California 94005

Attention: Chief Financial Officer

Tel: (415) 466-2269

Fax: (415) 466-2369




     10.3. Force Majeure. Neither party shall be liable for delay or failure in the
performance of any of its obligations hereunder if such delay or failure is due to causes beyond
its reasonable control, including, without limitation, acts of God, fires, earthquakes, strikes and
labor disputes, acts of war, civil unrest or intervention of any governmental authority; provided,
that the affected party promptly notifies the other party and further provided that the affected
party shall use its commercially reasonable efforts to avoid or remove such causes of non-


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performance and shall continue performance with the utmost dispatch whenever such causes are
removed. When such circumstances arise, the parties shall negotiate in good faith any
modifications of the terms of this Agreement that may be necessary or appropriate in order to
arrive at an equitable solution.




     10.4. Use of Names. Licensee, at its sole cost and expense, shall be responsible for
the selection, registration and maintenance of all trademarks which it employs in connection with
its activities conducted pursuant to this Agreement, if any, and shall own and control such
trademarks. Nothing in this Agreement shall be construed as a grant to Licensee of rights, by
license or otherwise, to the use of any trademarks, service marks, logos or the name of Chiron for
any purpose. Neither party shall use the name or marks or logos of the other party for any purpose
without the prior written consent of such other party.



     10.5. Assignment. Neither party shall assign its rights or obligations under this Agreement
without the prior written consent of the party, except that (i) Chiron may, without Licensee’s
consent, assign all of its rights and obligations hereunder in connection with any transfer of all
of the Chiron Patent Rights, to any Affiliate of Chiron or another third party, (including, without
limitation, a successor in interest) provided, however, that such Affiliate or assignee or
successor in interest agrees to be bound by the terms of this Agreement; and (ii) Licensee may and
shall assign all of its rights and obligation hereunder to a successor in interest of the entire
business to which this Agreement relates, provided that such successor in interest agrees to be
bound by the terms of this Agreement. Subject to the foregoing, this Agreement shall inure to the
benefit of and be binding on the parties’ permitted successors and assigns.



     10.6. Waivers and Modifications. The failure of any party to insist on the
performance of any obligation hereunder shall not be deemed to be a waiver of such obligation.
Waiver of any breach of any provision hereof shall not be deemed to be a waiver of any other breach
of such provision or any other provision. No waiver, modification, release or amendment of any
obligation under or provision of this Agreement shall be valid or effective unless in writing and
signed by all parties hereto.



     10.7. Choice of Law and Jurisdiction. This Agreement shall be governed by and shall
be construed in accordance with the laws of the State of California without regard to the conflicts
of laws provisions thereof.



     10.8. Dispute Resolution. Any dispute arising out of or in connection with this
Agreement shall be resolved by the parties in the following manner:



          10.8.1. Informal Settlement. Either party may initiate resolution of such controversy
by providing to the other party a brief and concise statement of the initiating party’s claims,
together with relevant facts supporting them, and referring to this Section 10. For a period of
sixty (60) days from the date of such statement, or such longer period as the parties may agree in
writing, the parties shall make good faith efforts to settle the dispute. Such efforts shall
include, without limitation, full presentation of the parties’ respective positions before their
respective designated senior executives.



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          10.8.2. Arbitration. Any controversy or claim arising out of or relating to this Agreement or
the validity, inducement, or breach thereof, shall be settled by binding arbitration before three
arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (“AAA”) then pertaining, except where those rules conflict with this provision, in
which case this provision controls. The parties hereby consent to the jurisdiction of the federal
district court for the district in which the arbitration is held for the enforcement of this
provision and the entry of judgment on any award rendered hereunder. Should such court for any
reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment
on any award. Each arbitrator shall be an attorney who has at least fifteen (15) years of
experience with a law firm or corporate law department of over twenty-five (25) lawyers or was a
judge of a court of general jurisdiction. The arbitration shall be held in San Francisco,
California or such other place as the parties agree, and in rendering the award the arbitrators
must apply the substantive law of California (except where that law conflicts with this clause),
except that the interpretation and enforcement of this arbitration provision shall be governed by
the Federal Arbitration Act. The arbitrators shall be neutral, independent, disinterested,
impartial and shall abide by the Code of Ethics for Arbitrators in Commercial Disputes approved by
the AAA. Within forty-five (45) days of initiation of arbitration, each party shall select its
arbitrator. The third arbitrator shall be mutually agreed upon by the two arbitrators chosen by the
parties. In the event that the two arbitrators cannot agree on a third arbitrator within sixty
(60) days of their approval then AAA shall appoint an arbitrator who shall be an attorney who has
at least fifteen (15) years of experience with a law firm or corporate law department of over
twenty-five (25) lawyers or was a judge of a court of general jurisdiction. The parties shall
reach agreement upon and thereafter follow procedures assuring that the arbitration will be
concluded and the award rendered within no more than eight months from selection of the
arbitrators. Failing such agreement, the AAA will design and the parties will follow procedures
that meet such a time schedule. Each party has the right before or, if the arbitrator cannot hear
the matter within a acceptable period, during the arbitration to seek and obtain from the
appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc.,
to avoid irreparable harm, maintain the status quo or preserve the subject matter of the
arbitration. Notwithstanding the foregoing, either party may seek an order from a court of
competent jurisdiction to restrain the other from violating the nondisclosure provisions of Article
9, the restrictions on use of trademarks in Section 10.4, or the limitations on the use of the
Chiron Patent Rights set forth in Article 2.




     10.9. Entire Agreement. This Agreement and the exhibits hereto constitute the entire
agreement between the parties as to the subject matter hereof, and supersede all prior
negotiations, representations, agreements and understandings regarding the same.



     10.10. Counterparts. This Agreement may be executed in counterparts with the same effect as
if both parties had signed the same document. All such counterparts shall be deemed an original,
shall be construed together and shall constitute one and the same instrument.



     10.11. Relationship of the Parties. Each party is an independent contractor under
this Agreement. Nothing contained herein is intended or is to be construed so as to constitute
Chiron and Licensee as partners, agents or joint venturers. Neither party shall have any express
or implied right or authority to assume or create any obligations on behalf of or in the name of
the


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other party or to bind the other party to any contract, agreement or undertaking with any third
party.




     10.12. Headings. Headings and captions are for convenience only and are not be used in the
interpretation of this Agreement.


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth above.




	 	 	 	 	 	 	 	 	 
	CHIRON CORPORATION	 	 	 	INTERMUNE, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Craig A. Wheeler
	 	 	 	By:
	 	/s/ Thomas Kassberg
	 

	 	 
	 	 	 	 	 	 
	 

	 	Craig A. Wheeler	 	 	 	Name:
	 	Thomas Kassberg
	 

	 	President, Chiron BioPharmaceuticals
	 	 	 	Title:
	 	Sr. VP Business Development
	 

	 	 	 	 	 	 	 	 




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EXHIBIT A

Patents Relating to HCV




[ * ]



[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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EXHIBIT B

Location(s) of Licensee Facility(ies)




InterMune, Inc., 3280 Bayshore Boulevard, Brisbane, CA 94005

[ * ]



[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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EXHIBIT C

Identified Product(s) and Latest Stage of Clinical Achievement for each such Identified

Product arising from Licensee’s Prior Activity




(None)






 




			
	[ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






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