Exhibit 10.13


 


[****] Represents
material which has been redacted pursuant to a request for confidential
treatment pursuant to Rule 24B-2 under the Securities Act of 1934, as amended.


 


EXECUTED
VERSION


June  9, 2004


 


 


Elan Drug Delivery, Inc.


3000 Horizon Drive


King of Prussia, PA 19406


USA


 


Elan Pharma International Ltd.


WIL House


Shannon Business Park


Shannon


County Clare


Ireland


 


 


The purpose of this Non-Binding
Term Sheet is to set forth certain non-legally binding terms based upon which
Elan Corporation plc (“Elan”),
Elan Pharma International Ltd. (“EPIL
Shannon”), Elan Drug Delivery, Inc. (“EDD”)
and Photogen Technologies Inc. (“Photogen”)
have agreed, pursuant to Clause 4.2 of a Termination Agreement between Elan,
EPIL Shannon, Elan International Services Limited, Photogen and Sentigen Ltd.,
to negotiate in good faith the full terms of certain agreements as outlined
below.


 


 


Terms for WIN
67722:


 


1.                 License Agreement


 


EPIL
Shannon shall license the patents listed in Schedule 1 and certain know-how
(the “Elan Licensed Patents and Know-How”)
and the Elan Improvements to Photogen to make and have made, import, use, offer
for sale and sell WIN 67722  for all in
vivo diagnostic and drug applications (the License”).  In consideration of the License, EPIL Shannon
shall receive royalties equal to the greater of:


 


1.1           [****]


 


1.2           [****]


 


The
Term of the License shall be set out in the substantive agreements.


 


The
“Elan Improvements” shall mean any
and all improvements to the Elan Licensed Patents and Know-How that are
conceived, created, 


 
















 


[****] Represents material which has been redacted
pursuant to a request for confidential treatment pursuant to Rule 24B-2 under
the Securities Act of 1934, as amended.


 


developed and/or otherwise invented by Elan
and/or Photogen under the License or the Services and Manufacturing Agreement.


 


2.                 Services
and Manufacturing Agreement


 


EDD and
Photogen shall agree the terms of a Services and Manufacturing Agreement to
provide for:


 


2.1                                 [****]


 


2.2                                 [****]


 


2.3                                 [****]


 


3.                 Photogen can acquire certain 2, 10 and
60 Liter NanoMillsTM from NanoMill Vendors in collaboration with EDD, to be used
in accordance with the terms and conditions of a license agreement as agreed to
by Photogen, NanoMill Vendors and EDD.


 


4.                 Photogen shall grantback to EPIL
Shannon a non-exclusive, royalty free, sublicenseable license to all
improvements made to the Elan Licensed Patents and Know-How.


 


5.             Photogen
shall agree to defend and indemnify and hold Elan, EPIL Shannon and EDD and
their affiliates harmless against any and all claims, damages, losses, or other
liabilities and expenses made or brought against Elan, EPIL Shannon, EDD or any
of their affiliates arising out of or in connection with Photogen’s or its
licensees’ activities in relation to WIN 67722.


 


6.             Photogen
can acquire small-scale NanoMillsTM (10 ml, 100ml and MagMill) from EDD at the
price listed in EDD’s current pricing schedule.


 


7.     Confidentiality: 


 


7.1                                 Subject
to the provisions of Clause 7.2, each party together with its servants and
agents shall keep secret, carefully guard and maintain as strictly confidential
all confidential information disclosed to it by the other party hereunder and
shall not directly or indirectly disclose or release any confidential
information to any person or entity other than professional advisers advising
on the proposed transaction without with the prior consent in writing of the
other party.


 


For the
avoidance of doubt certain trade secrets and enabling know-how classified by
Elan as “Highly Confidential Information” will be 


 
















 


shared only under terms to be defined in
the Services and Manufacturing Agreement.


 


Confidential
information for the purposes of this Clause 7 shall not include information
which:


 


(1)                                  is in the public domain or becomes part of the public domain
otherwise than by breach by the recipient party of its confidentiality
obligations hereunder; or


 


(2)                                  is in the possession of the recipient party prior to its
being provided to it by the other party; or


 


(3)                                  becomes
available to the recipient party on a non-confidential basis from a third party
who is not bound by confidentiality obligations to the other party with respect
to such information; or


 


(4)                                  is independently discovered by the recipient party without
the aid, application or use of confidential information.


 


7.2                                 The
provisions of this Non-Binding Term Sheet shall not prohibit or restrict the
disclosure by either party of information required by law to be filed with, or
otherwise provided to any regulatory body, court of law, government agency or
authority in any jurisdiction.


 


7.3                                 No
party shall disclose the existence of this Non-Binding Term Sheet, the subject
matter hereof, or the fact that discussions are taking place, nor originate any
publicity, news release or other public announcement, written or oral in
relation hereto, without the prior consent in writing of the other party.


 


8.     Non-Legally
Binding Status;


 


8.1                                 It is agreed by EPIL
Shannon, EDD and Photogen that this Non-Binding Term Sheet shall not be legally
binding between the parties, except clauses 7, 8 and 9 which clauses will
become legally binding upon execution by the parties of this Term Sheet.


 


8.2                                 Save
as otherwise provided in this clause 8, no legally binding relations relating
to the proposed transaction exist or will exist between any of the parties
hereto until such time as formal agreements providing for the proposed
transaction have been negotiated, executed by the parties and delivered.


 
















 


9.               This
Non-Binding Term Sheet shall be governed by and construed in accordance with
the laws of the State of New York.


 
















 


	
  SIGNED on
  behalf of Elan Drug Delivery, Inc.:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Date:

  
	
   

  
	
  SIGNED on
  behalf of Elan Pharma International Limited:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Date:

  
	
   

  
	
  SIGNED on
  behalf of Photogen Technologies, Inc:

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Date:

  



 
















 


[****] Represents material which has been redacted
pursuant to a request for confidential treatment pursuant to Rule 24B-2 under
the Securities Act of 1934, as amended.


 


SCHEDULE 1


 


ELAN PATENTS 


 


 


[****]