exv4w16



 


EXHIBIT 4.16



Confidential treatment has been requested for certain portions of
this exhibit. The copy filed herewith omits the information subject
to the confidential treatment request. Omissions are designated as
“[*****]” or “*****”. A complete
version of this exhibit has been filed separately with the Commission
pursuant to an application for confidential treatment under
Rule 24b-2 promulgated under the Securities Exchange Act of
1934, as amended.
















LICENSE AGREEMENT


between


BAXTER VACCINE AG


and


ACAMBIS INC.


 






 



CONTENTS



	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 	 	 	 	 
	1	 	
INTERPRETATION
	 	 	1	 
	2	 	
GRANT
	 	 	3	 
	3	 	
PAYMENTS
	 	 	3	 
	4	 	
PROVISION OF KNOW-HOW AND BIOLOGIC MATERIAL
	 	 	4	 
	5	 	
OBLIGATIONS OF THE LICENSEE
	 	 	5	 
	6	 	
IMPROVEMENTS
	 	 	6	 
	7	 	
INTELLECTUAL PROPERTY RIGHTS
	 	 	6	 
	8	 	
TECHNICAL ASSISTANCE
	 	 	7	 
	9	 	
INFRINGEMENT
	 	 	7	 
	10	 	
CONFIDENTIALITY
	 	 	9	 
	11	 	
TERM AND TERMINATION
	 	 	10	 
	12	 	
CONSEQUENCES OF TERMINATION
	 	 	11	 
	13	 	
ADEQUACY OF DAMAGES
	 	 	12	 
	14	 	
ASSIGNMENT AND SUB-LICENSING
	 	 	12	 
	15	 	
GENERAL
	 	 	12	 
	16	 	
NOTICES
	 	 	13	 
	17	 	
GOVERNING LAW
	 	 	13	 
	18	 	
JURISDICTION
	 	 	14	 



2






 



THIS AGREEMENT is made on this 20th of December, 2002


BETWEEN:





	 	 	 
	(1)	 	 BAXTER VACCINE AG, a
      company of Austria, whose principal place of business is at Industriestrasse
      67, A-1221 Vienna, Austria (the “Licensor”); and
	 	 	  
	(2)	 	 ACAMBIS INC, a company
      organized and existing under the laws of the State of Delaware, whose principal
      place of business is at 38 Sidney Street, Cambridge, Massachusetts 02139,
      USA (the “Licensee”).


INTRODUCTION:





	 	 	 
	(A)	 	 The Licensor is possessed of
      the Know-How.
	 	 	  
	(B)	 	 The Licensor has agreed to license
      the Licensee to use the Know-How upon the terms and conditions of this Agreement.


THE PARTIES AGREE as follows:





	 	 	 
	1	 	 INTERPRETATION
	 	 	  
	1.1	 	 In this Agreement:




	 	 
	 	“Affiliate” means, in relation
      to a person, (i) any corporation or business entity fifty percent (50%)
      or more of the voting stock of which is and continues to be owned directly
      or indirectly by that person; (ii) any corporation or business entity which
      directly or indirectly owns fifty percent (50%) or more of the voting stock
      of that person; or (iii) any corporation or business entity under the direct
      or indirect control of such corporation or business entity described in
      (i) or (ii);
	 	 
	 	“Baxter Person” means (i) Baxter,
      (ii) any member of the Baxter Group and (iii) any person or persons
      with whom Baxter or any member of the Baxter Group are acting in concert
      in relation to the Licensee but (for the avoidance of doubt) will not include
      employees of Baxter Group other than those with responsibilities in relation
      to Baxter’s relationship with the Licensee pursuant to this Agreement;
	 	 
	 	“Biologic Material” means a working
      cell bank of Vero Cell Line;
	 	 
	 	“Change Control” means the
      acquisition by any person or persons (other than a Baxter Person or any
      Baxter persons and any Baxter persons in a concert party with non-Baxter
      Persons shall be disregarded in determining whether there has been a Change
      of Control) who in relation to each other are acting in concert of such
      number of shares in Acambis plc which , when added to any shares in Acambis
      plc already held or controlled by them, confer in aggregate more than fifty
      per cent (50%) of the total voting rights conferred by all the shares in
      the capital of Acambis plc for the time being in issue and having the right
      to attend and vote at general meetings of Acambis plc;
	 	 
	 	“Field of Use” means the development
      and commercialization of the Product;


 






 



2 



	 	 	 
	 	 	 “Improvement” means
      any improvement, modification or alteration to the Product or the Know-How,
      including any such improvement, modification or alteration of the Biologic
      Material, protein free culture media or procedure for affecting the infection
      of the Vero Cell Lines with the Smallpox virus, provided that such Improvement
      shall not include any improvement, modification or alteration of the Smallpox
      virus owned or used by Licensee to manufacture the Product;
	 	 	  
	 	 	 “Know-How” means
      Biologic Material and technical information concerning the use of Biologic
      Material for the making, using and/or selling the Product including media
      formulation, which is owned, licensed to or otherwise held and known by
      the Licensor with the right to license or sub-license such information;
	 	 	  
	 	 	 “Net Multivalent Price”
      means the net average selling price in any given quarter of any multivalent
      vaccines containing a Product sold by the Licensee, being the gross invoice
      price before deduction of any discounts or allowances given and after deduction
      of any charges for freight or insurance and any tax or duty charged to the
      purchaser;
	 	 	  
	 	 	 “Net Product Price”
      means the net average selling price in any given quarter of a Product sold
      by the Licensee, being the gross invoice price before deduction of any discounts
      or allowances given and after deduction of any charges for freight or insurance
      and any tax or duty charged to the purchaser;
	 	 	  
	 	 	 “Product” means
      Smallpox Vaccine (vaccinia) produced using the Biologic Material according
      to the Know-How provided by the Licensor;
	 	 	  
	 	 	 “Smallpox Vaccine”
      means a vaccine either therapeutically or prophylactically active against
      the Smallpox virus produced using Vero Cell Line;
	 	 	  
	 	 	 “Termination Date”
      means the date upon which this Agreement is terminated under the provisions
      of this Agreement;
	 	 	  
	 	 	 “Territory” means
      the world;
	 	 	  
	 	 	 “Vero Cell Line”
      means African Green Monkey (Ceropithecus aethiops) kidney vero cells supplied
      by the Licensor including cells at passage #133 derived from cells obtained
      from the ATCC at passage #124 under the designation ATCC CCL81; and
	 	 	  
	 	 	 “Year” means each
      consecutive period of twelve (12) months during the currency of this
      Agreement, beginning on the Commencement Date and each anniversary of the
      Commencement Date.
	 	 	  
	1.2	 	 In this Agreement, a reference
      to:




	 	 	 	 
	 	1.2.1	 	 a person includes a reference
      to a corporation, body corporate, association or partnership;
	 	 	 	  
	 	1.2.2	 	 a person includes a reference
      to that person’s legal personal representatives, successors and permitted
      assigns; and
	 	 	 	  
	 	1.2.3	 	 a clause or schedule, unless
      the context otherwise requires, is a reference to a clause of or schedule
      to this Agreement.


 






 



3 




	 	 	 
	1.3	 	 The headings in this Agreement
      do not affect its interpretation.
	 	 	  
	2	 	 GRANT
	 	 	  
	2.1	 	 The Licensor grants to the Licensee,
      with a right to grant sub-licenses only to Affiliates, the sole right and
      license within the Field of Use to use the Know-How and any Improvements,
      to manufacture, use and sell the Product in the Territory for the duration
      of this Agreement. The Licensee agrees further not to disclose such Know-How
      or any information obtained by utilizing the same, to any third party.
	 	 	  
	2.2	 	 The Licensee shall not use the
      Know-How for any purpose other than that permitted under clause 2.1. For
      the avoidance of doubt, the Licensee shall not use the Know-How in connection
      with any product other than the Product or any cell line other than the
      Vero Cell Line.
	 	 	  
	2.3	 	 Notwithstanding the provisions
      of clause 2.1, the Licensor shall itself be entitled to use the Know-How
      for any purpose, including (but without limitation) for the purposes of
      manufacturing, using and/or selling vaccines similar to or which compete
      with the Product to the extent not prohibited under the Subcontract entered
      into on November 14th, 2001 or the Distribution, Manufacturing and
      Licence Agreement entered into in December 2002.
	 	 	  
	2.4	 	 The Licensee agrees that it
      will only utilize the Know-How and/or the Biologic Material for manufacturing
      and developing the Product in serum-free cell culture media or serum-free
      and protein-free cell culture media. The Licensee further agrees that it
      will in particular not utilize any cell banks provided under this Agreement
      to create new master cell bank(s), nor shall it alter the Know How, including
      the media formulation in order to use it for purposes outside the scope
      of this Agreement.
	 	 	  
	2.5	 	 The Licensee shall use reasonable
      efforts to promote and extend the sale of the Product including the allocation
      of sufficient resources, capital, equipment, materials and labor to make
      the Product readily available throughout the Territory, having regard to
      the Licensee’s resources, the size and accessibility of each market,
      to all potential purchasers and shall provide such advertising and promotion
      as may reasonably be expected to bring the Product to the attention of as
      many such purchasers as possible.
	 	 	  
	2.6	 	 The Licensee shall indemnify
      the Licensor on demand against each loss, liability and cost which the Licensor
      incurs arising out of the Licensee’s use of the Know-How (including,
      without limitation, each loss, liability and cost reasonably incurred by
      the Licensor as a result of defending or settling a claim alleging such
      a liability).
	 	 	  
	3	 	 PAYMENTS
	 	 	  
	3.1	 	 The Licensee shall pay to the
      Licensor a royalty of [* * * * ] percent ([* *]%) of
      the Net Product Price provided that such royalty has not already been paid
      under the Distribution, Manufacturing and License Agreement entered into
      in December 2002.


 






 



4 




	 	 	 
	3.2	 	 The Licensee shall within thirty
      (30) days after the last days of March, June, September and December
      in each Year and three (3) months after the Termination Date send to
      the Licensor a statement showing the quantity, description and Net Product
      Price or Net Multivalent Price (as appropriate) of the Products sold by
      the Licensee during the three (3) months (or such shorter period as may
      be applicable) ending on that day and showing the amount of royalty due
      under this Agreement in respect of the relevant period. With each statement
      the Licensee shall send a remittance to the Licensor for the total aggregate
      amount of royalty shown by that statement to be due.
	 	 	  
	3.3	 	 The Licensee shall keep proper
      records and books of account showing the quantity, description and Net Product
      Prices or Net Multivalent Price (as appropriate) of the Products sold under
      this Agreement. These records and books of accounts shall be, so far as
      practicable, kept separate from any books and records not relating solely
      to the Products and shall be open at all times to inspection on behalf of
      the Licensor by an independent accounting firm to be agreed between the
      parties, or, in the event of the parties failing to agree, by an independent
      accounting firm nominated at the request of either party by the then President
      of the US Institute of Public Accountants.
	 	 	  
	3.4	 	 The royalty payable to the Licensor
      in respect of a sale of the Products by the Licensee to an Affiliate or
      to a third party otherwise associated with or acting in concert with the
      Licensee shall be that which would be payable on a sale of the Products
      at full market value payable by a purchaser at arm’s length unless
      the price actually paid by the purchaser exceeds such market value and Net
      Product Price or Net Multivalent Price (as appropriate) shall be construed
      accordingly.
	 	 	  
	3.5	 	 All sums payable under this
      Agreement shall be paid in US Dollars. Any Net Product Price or Net Multivalent
      Price (as appropriate) not expressed in US Dollars shall be converted to
      US Dollars at the open middle market spot rate of exchange in London as
      published in the Financial Times (or, failing that, such other published
      source as the Licensor may reasonably select) on the last day of the relevant
      period referred to in clause 3.2.
	 	 	  
	3.6	 	 All amounts payable by the Licensee
      under this Agreement shall be paid in full without any withholding or deduction,
      whether on account of any set-off, taxes, duties, levies or charges or otherwise,
      unless the Licensee is required by law or by a ruling of a tax authority
      to make such deduction or withholding. The parties shall take all reasonable
      action as may be necessary at their own expense to ensure that royalties
      may be paid under this Agreement without any such deductions or withholding.
	 	 	  
	4	 	 PROVISION OF KNOW-HOW AND
      BIOLOGIC MATERIAL
	 	 	  
	4.1	 	 The Licensor shall forthwith
      disclose to the Licensee all the Know-How in the possession of the Licensor,
      which is in documentary form. Licensee agrees that all such Know-How is
      confidential and proprietary to Licensor and that access to such Know How
      shall be restricted to those employees, who due to their specific function
      need to have access to the Know How and Biologic Material in whole or in
      part. Licensee shall implement and maintain high standard procedures to
      protect the Know-


 






 


5 


	 	 	 
	 	 	
How and Biologic Material as confidential operating secrets in its facilities and to prevent its employees
from intentionally or accidentally disclosing Know-How and Biologic Material. Such procedures shall include
where appropriate confidentiality agreements. Upon request Baxter may audit such procedures at appropriate
business hours giving business 10 days notice in advance.
	 	 	
 
	4.2	 	
Licensee shall take care of translation of documentation into English when required.
	 	 	
 
	4.3	 	
Neither party shall be obliged to disclose any information to the other
if it is prevented from doing so by an obligation to another person
provided however that the parties agree to make all reasonable efforts to
obtain consent to disclose such information. If that obligation is not
absolute but is conditional upon the observance of conditions there shall
be no obligation to make such disclosure except against an undertaking to
observe such conditions. Each party warrants and represents to the other
that it is not aware of any requirement for it to obtain the consent of a
third party before disclosing any such information to the other.
	 	 	
 
	4.4	 	
The Licensor shall promptly after the date of this Agreement provide the
Licensee with a sufficient quantity of Biologic Material for it to
commence the development of the Products. Thereafter during the term of
this Agreement the Licensor shall, subject to availability and reasonable
notice from Licensee, provide the Licensee with such further Biologic
Material as the Licensee may from time to time request. All Know-How,
including, but without limitation, all such Biologic Material, shall
remain the property of the Licensor. For the avoidance of doubt, the
master cell bank of Vero Cell Line from which the Licensor produces the
Biologic Material, which it supplies to the Licensee shall remain the
property of and in the possession and control of the Licensor. The
Licensee shall retain ownership of the Smallpox virus strains, which it
owns at the date of this Agreement or, in the future, develops, and no
license in respect thereof is granted to the Licensor under this
Agreement.
	 	 	
 
	4.5	 	
Except as required by a competent regulatory authority, and then subject
to consulting with the Licensor, the Licensee shall not investigate,
analyze, reverse engineer or make any other attempts to gain an
understanding of the composition of the Biologic Material, provided that
the provisions of clause 10 shall apply to any such understanding gained
in the course of complying with a request of a competent regulatory
authority.
	 	 	
 
	5.	 	
OBLIGATIONS OF THE LICENSEE
	 	 	
 
	5.1	 	
The Licensee shall comply with all applicable laws, rules, regulations
and orders applicable to the manufacture, sale and use of the Products.
	 	 	
 
	5.2	 	
Upon request of the Licensor, the Licensee shall provide the Licensor
with a detailed report on the utilization of Biological Material. In
addition the Licensee shall upon request certify to the Licensor that
neither Biological Material nor Know-How or parts thereof have been or are
utilized for the development and commercialization of any vaccines not
covered by License Agreements between Licensor and Licensees and/or their
Affiliates.



 






 


6 




	 	 	 
	5.3	 	 The Licensee shall indemnify
      the Licensor against all losses, liabilities and costs which the Licensor
      may incur arising from or in connection with the Licensee’s breach
      of any of it’s obligations under this clause, clause 2 and clause 10.
	 	 	  
	5.4	 	 If the Licensor becomes aware
      of a matter which might give rise to a claim under the indemnity given to
      it in clause 5.3, it shall as soon as practicable notify the Licensee of
      the matter, stating in reasonable detail the nature of the matter and, if
      practicable the amount claimed.
	 	 	  
	5.5	 	 The Licensee shall have the
      conduct of the defense, settlement, compromise, counterclaim and any third
      party proceedings in respect of any such claims (“Conduct”) provided
      that the Licensee shall keep the Licensor regularly informed as to the conduct
      thereof.
	 	 	  
	5.6	 	 The Licensee may not admit liability
      in respect of or settle any such proceedings without first obtaining the
      Licensor’s written consent. Should the Licensor withhold such consent,
      the Licensee shall thereupon be entitled to return the Conduct to the Licensor
      and, upon that return, shall be released from its obligation under clause
      5.3 to indemnify the Licensor in respect of the matter the Conduct of which
      the Licensee is returning to the Licensor, who shall then be responsible
      for all costs reasonably incurred by the Licensee in the course of the Conduct.
	 	 	  
	6.	 	 IMPROVEMENTS
	 	 	  
	6.1	 	 If the Licensee makes or acquires
      any Improvement it shall promptly notify the Licensor in writing giving
      details of the Improvement and shall provide to the Licensor free of charge
      such information or explanations as the Licensor may reasonably require
      to be able legally and effectively to utilize the Improvement. The Licensee
      hereby grants to the Licensor a non-exclusive worldwide royalty-free license
      (with the right to sub-license Affiliates and, with the prior written consent
      of the Licensee, to license third parties, provided however that such consent
      shall not be required where the use of an Improvement of the Licensee is
      necessary to utilize an improvement of the Licensor) to use the Improvements
      disclosed by the Licensee under this Agreement.
	 	 	  
	6.2	 	 If the Licensor makes or acquires
      any Improvement, it shall promptly notify the Licensee in writing giving
      details of the Improvement and shall provide the Licensee with such information
      or explanations at no additional charge as the Licensee may reasonably require
      to be able legally and effectively to utilize the Improvement and any such
      Improvement shall be deemed Know-How and subject to the terms and conditions
      of this Agreement.
	 	 	  
	7.	 	 INTELLECTUAL PROPERTY RIGHTS
	 	 	  
	7.1	 	 The Licensor warrants and represents
      to the Licensee that the Licensor:
	 	 	  




	 	 	 	 
	 	7.1.1	 	 owns the Know-How;


 






 



7 


  	 	 	 	 
	 	7.1.2	 	 has the right to grant to
        the Licensee the rights and licenses hereby granted or agreed to be granted;
	 	 	 	  
	 	7.1.3	 	 has not, at the date of this
        Agreement, received notice of any third party claims alleging that the
        Licensor’s use of the Vero Cell Line or the Know-How infringes any
        third party right; and
	 	 	 	  
	 	7.1.4	 	 has not granted and will not
        grant or purport to grant any other licenses, rights, assignments over
        or relating to the Know-How in the Field of Use during the term of this
        Agreement.





	 	 	 
	7.2	 	 The Licensor does not warrant
      or represent that the Know-How:
	 	 	  




	 	 	 	 
	 	7.2.1	 	 will enable specific results
      to be obtained; 
	 	 	 	 
	 	7.2.2	 	 is comprehensive within its
      field;
	 	 	 	  
	 	7.2.3	 	 are suitable for the Licensee’s
      purposes;
	 	 	 	  
	 	7.2.4	 	 does not infringe the rights
      of any third party; or
	 	 	 	  
	 	7.2.5	 	 that the Know-How will not cause
      any loss, damage or injury when used.




	 	 
	8. 	TECHNICAL ASSISTANCE
	 	 
	 	During the term of this Agreement the Licensor
      shall, as and when reasonably requested by the Licensee, provide such technical
      assistance and advice as the Licensee reasonably requires and the Licensor
      is in a position to provide in connection with the development of the Products
      and, for any technical assistance and advice given in excess of twenty (20) working
      days, the Licensee shall reimburse the Licensor all the Licensor’s
      employment costs, travel, subsistence, out of pocket and other expenses
      attributable to the provision of such advice and assistance. The Licensor’s
      obligation to provide such technical assistance shall be at its reasonable
      discretion and a failure to provide the same at the specific time so requested
      by the Licensee, if the Licensor provides the Licensee with prior notice
      of its inability to do so, shall not constitute a breach of this Agreement
	 	 
	9.	 INFRINGEMENT
	 	 
	9.1	 The Licensee shall promptly give the Licensor
      notice in writing in the event that it becomes aware of:
	 	 




	 	 	 	 
	 	9.1.1	 	 any infringement or suspected
      infringement of the Know-How or any patents owned by the Licensor; and
	 	 	 	  
	 	9.1.2	 	 any claim that any Product or
      the manufacture, use or sale of any Product infringes the rights of any
      third party.


 






 





8 




	 	 
	9.2	 In the case of any matter falling within
      clause 9.1.1:




	 	
	 	 
	 	9.2.1	 	 Licensor shall have the absolute
      and sole discretion to determine what action if any shall be taken in respect
      of such matter;
	 	 	 	  
	 	9.2.2	 	 Licensor shall have sole control
      over and shall conduct any such action as it shall deem necessary in pursuance
      of clause 9.2.1; and
	 	 	 	  
	 	9.2.3	 	 Licensor shall pay all costs
      in connection with such action and shall be entitled to all damages and
      other sums which may be paid or awarded as a result of any such action.




	 	 
	9.3	 In the case of any matter falling within
      clause 9.1.2:




	 	 	 	 
	 	9.3.1	 	 the Licensor and the Licensee
      shall consult to decide whether such alleged infringement involves the use
      of the Know-How or Biologic Material provided to Licensee by Licensor under
      this Agreement;
	 	 	 	  
	 	9.3.2	 	 if the parties determine that
      such alleged infringement involves the use of Know-How or Biologic Material
      then they shall consult to determine what steps may be taken to handle such
      allegations, including steps to alter the use of such Know-How or Biologic
      Material and the proportions in which they shall share the cost of such
      steps and any damages and other sums which may be awarded in their favor
      or against them;
	 	 	 	  
	 	9.3.3	 	 failing agreement between the
      parties under clause 9.3.1 or 9.3.2, either party (but in the case of the
      Licensee, only with the prior written consent (such consent not to be unreasonably
      withheld or delayed) of the Licensor) shall be entitled to take all such
      action as it shall consider to be necessary or appropriate at its own expense
      to defend such claim and shall be entitled and subject to all damages and
      other sums which may be recovered or awarded against it as a result of any
      such action; provided that neither party shall take any action that compromises
      the other party’s rights, including any action taken by Licensee which
      could compromise Licensor’s rights to use Know-How or Biologic Material
      without the written consent and agreement of the other.




	 	 	 
	9.4	 	 Each party shall, at the request
      and expense of the other, provide all reasonable assistance to the other
      (including but not limited to the use of its name in or being joined as
      a party to proceedings) in connection with any action to be taken by the
      other party pursuant to this clause.
	 	 	  
	9.5	 	 The Licensor hereby undertakes
      to the Licensee that, in the event of any process employed by the Licensee
      in the manufacture of the Products infringing a patent which the Licensor
      owns or controls, the Licensor covenants not to sue Licensee, or any Affiliate
      to which it has granted a sub-license under the terms of this Agreement
      in respect of such infringement provided however that this covenant not
      to sue shall only apply to the Licensee and any such Affiliate, and shall
      not be transferable to any other party.


 






 


9 




	 	 	 
	10	 	 CONFIDENTIALITY
	 	 	  
	10.1	 	 In this clause 10 “Confidential
      Information” means any information disclosed (including, in the case
      of the Licensor, the Know-How), whether in writing, orally or by another
      means and whether directly or indirectly, by a party (the “Disclosing
      Party”) to the other party (the “Receiving Party”) whether
      before or after the date of this Agreement including, without limitation,
      any information relating to the Disclosing Party’s business affairs.
	 	 	  
	10.2	 	 During the term of this Agreement
      and after termination or expiration of this Agreement for any reason whatsoever
      the Receiving Party shall:



  	 	 	 	 
	 	10.2.1	 	 keep the Confidential Information
        confidential, separate from all other information and stored in a manner
        designed to restrict access to those persons entitled to such access;
	 	 	 	  
	 	10.2.2	 	 not disclose the Confidential
        Information to any other person other than with prior written consent
        of the Disclosing Party or in accordance with clauses 10.3 and 10.4; and
	 	 	 	  
	 	10.2.3	 	 not use the Confidential Information
        for any purpose other than the enjoyment of its rights and the performance
        of its obligations under this Agreement.




  	 	 	 



  	10.3	 	 During the term
        of this Agreement the Receiving Party may disclose Confidential Information
        to those of its employees (a “Recipient”) whom the Disclosing
        Party has approved in writing and then only to the extent that it is reasonably
        necessary for the purposes of this Agreement.
	 	 	  
	10.4	 	 Before disclosure of any Confidential
        Information to a Recipient, the Receiving Party shall procure that the
        Recipient is made aware of and complies with the Receiving Party’s
        obligations of confidentiality under this Agreement as if the Recipient
        was a party to this Agreement.
	 	 	  
	10.5	 	 The Licensee shall, before
        giving access to any Confidential Information to any of its employees,
        first secure that such employees sign an enforceable confidentiality undertaking
        on terms at least equivalent to the Licensee’s obligations hereunder.
	 	 	  
	10.6	 	 Clauses 10.2 to 10.5 do not
        apply to Confidential Information which is at the date of this Agreement,
        or at any time after that date, becomes publicly known other than by the
        Receiving Party’s or a Recipient’s breach of this Agreement
        provided however that it shall be the responsibility of the Licensee to
        demonstrate to the reasonable satisfaction of the Licensor that such Confidential
        Information is publicly known before disclosing it other than in accordance
        with the provisions of this clause. Furthermore, but in the case of the
        Licensor only, clauses 10.2 to 10.5 do not apply to any Confidential Information
        relating to any Improvements. The public availability of a general description
        of any information contained within the Confidential Information does
        not release the Receiving Party from its obligation to maintain the confidentiality
        of more specific descriptions of such information which are provided by
        the Disclosing Party.


 






 


10 


  	 	 	 	 
	 	10.7	 	 Should the Licensee be obliged
        by a competent regulatory authority to disclose any Confidential Information
        to that authority, the Licensee shall first notify the Licensor and allow
        the Licensor a reasonable period of time either to contest such disclosure
        or to provide such disclosure under suitable confidentiality restrictions,
        failing which the Licensee shall be free to disclose the Confidential
        Information requested by that authority. In any event the Licensee shall
        advise that authority of the confidential nature of any Know-How and Confidential
        Information so disclosed.
	 	 	 	  
	 	11	 	 TERM AND TERMINATION
	 	 	 	  
	 	11.1	 	 This Agreement shall come
        into force on the date first set out above and, unless terminated at an
        earlier date pursuant to this clause 11, shall remain in full force and
        effect.
	 	 	 	  
	 	11.2	 	 Either party (the “Initiating
        Party”) may terminate this Agreement with immediate effect by written
        notice to the other party (the “Breaching Party”) on or at any
        time after the occurrence of an event specified in clause 11.3 in relation
        to the Breaching Party.
	 	 	 	  
	 	11.3	 	 The events are:




  	 	 	 	 
	 	11.3.1	 	 the Breaching Party being
        in material breach of any of its obligations under this Agreement and,
        if the breach is capable of remedy, failing to remedy the breach within
        thirty (30) days starting on the day after receipt of written notice
        from the Initiating Party giving full details of the breach and requiring
        the Breaching Party to remedy the breach and stating that a failure to
        remedy the breach may give rise to termination under this clause. For
        the purposes of this clause 11.3.1 a breach is capable of remedy if time
        is not of the essence in performance of the obligation and if the Breaching
        Party can comply with the obligation within the thirty (30) day period;
	 	 	 	  
	 	11.3.2	 	 files in any court, pursuant
        to any statute of any government in any country, a petition in bankruptcy
        or insolvency or for reorganization, or for an arrangement or for the
        appointment of a receiver or trustee of the party or of its assets; or
        proposes a written agreement of composition for extension of its debts;
        or is served with an involuntary petition against it, filed in any insolvency
        proceeding and such petition is not dismissed within sixty (60) days
        after filing thereof; or is subject to any dissolution or liquidation,
        or makes a general assignment for the benefit of its creditors; or is
        subject to any final order or debarment which can be expected to have
        a material adverse effect on the sale of the Product; and
	 	 	 	  
	 	11.3.3	 	 the Licensee agrees that the
        Know-How provided under this Agreement shall be security for any monetary
        amounts owed under this Agreement, and further agrees that the Licensor
        shall be entitled to file a notice of a security interest in the Know-How
        for such amounts owed.





	 	 	 	 
	 	11.4	 	 In the event of any Change of
      Control of Acambis plc or in the event that the Licensee ceases to be an
      Affiliate of Acambis plc, the Licensee shall forthwith notify the


 






 


11 




	 	 	 	 
	 	 	 	Licensor (such disclosure being
      kept confidential by the Licensor until it
      becomes a matter of public knowledge.) Licensor shall have the option to
      (a) consent or (b) take over manufacture of bulk vaccine at Licensor's actual
      cost (plus direct overheads) plus a margin of fifty percent whereby the
      calculations of cost and overheads are defined in the Canton Manufacturing
      Agreement dated December 5, 2000. In the event of a Change of Control of
      an Affiliate to whom the Licensee has granted a sub- license under the terms
      of this Agreement, the same shall apply.
	 	 	 	 
	 	11.5	 	 The Licensor may terminate this
      Agreement with immediate effect by notice in writing to the Licensee if
      the Licensee at any time challenges the enforcement of any of the provisions
      of this Agreement.
	 	 	 	  
	 	11.6	 	 The Licensor may terminate this
      Agreement with immediate effect by notice in writing to the Licensee in
      the event that the Licensee has used the Know-How in connection with any
      product other than the Products, any cell line other than the Vero Cell
      Line, or is in breach of clause 2.2.
	 	 	 	  
	 	12	 	 CONSEQUENCES OF TERMINATION
	 	 	 	  
	 	12.1	 	 All rights and obligations of
      the parties shall cease to have effect immediately upon termination of this
      Agreement except that termination shall not affect:




	 	 	 	 
	 	12.1.1	 	 the accrued rights and obligations
      of the parties at the date of termination; and
	 	 	 	  
	 	12.1.2	 	 the continued existence and
      validity of the rights and obligations of the parties under those clauses
      which are expressed to survive termination and any provisions of this Agreement
      necessary for the interpretation or enforcement of this Agreement.




	 	 	 	 
	 	12.2	 	 On termination of this Agreement howsoever
      occasioned:




	 	 	 	 
	 	12.2.1	 	 (unless required to do otherwise
      by law or regulation) at the Licensor’s option the Licensee shall either
      forthwith return promptly to the Licensor or destroy all Know-How which
      is in documentary form, and all copies of such material, and any remaining
      portion of any Biologic Material provided by the Licensor. In the case of
      destruction the Licensee shall promptly provide to the Licensor a certificate
      in a form acceptable to the Licensor certifying that destruction has taken
      place;
	 	 	 	  
	 	12.2.2	 	 the Licensor may at its discretion
      grant the Licensee sufficient time to complete any clinical trials being
      conducted at such time and/or to sell existing stocks of the Products which
      were manufactured using the Know-How including stocks on order and in transit
      at that time, which period shall not exceed three (3) months;
	 	 	 	  
	 	12.2.3	 	 the Licensee shall immediately
      cease the manufacture of Products using the Know-How and the Cell Banks;
      and


 






 







12 




	 	 	 	 
	 	12.2.4	 	 if either party has a claim
      against the other there shall (in the absence of express written agreement
      between the parties in respect thereof) be no rights of set-off against
      any monies due from the other party.




	 	 	 
	13	 	 ADEQUACY OF DAMAGES
	 	 	  
	 	 	 The Licensor shall be entitled,
      upon the breach or threatened breach by the Licensee of any provision of
      this Agreement, to obtain a temporary restraining order and a subsequent
      injunction prohibiting such breach or threatened breach (as the case may
      be) and the Licensee shall not resist any application by the Licensor for
      any such order or injunction. The Licensee acknowledges that monetary damages
      will not be a sufficient and adequate remedy for the Licensor in respect
      of any such breach or threatened breach (as the case may be).
	 	 	  
	14	 	 ASSIGNMENT AND SUB-LICENSING
	 	 	  
	14.1	 	 Neither party shall assign or
      transfer or purport to assign or transfer any of its rights or obligations
      under this Agreement without the prior written consent of the other party,
      provided however that the Licensor may assign any of its rights or obligations
      under this Agreement to an Affiliate or to a successor in interest without
      the consent of the Licensee, provided that such assignment by Licensor shall
      not prejudice the rights or interests of Licensee.
	 	 	  
	14.2	 	 The Licensee shall not other
      than as permitted under the terms of this Agreement grant or purport to
      grant any sub-license or sub-contract of its rights or obligations under
      this Agreement.
	 	 	  
	15	 	 GENERAL
	 	 	  
	15.1	 	 This Agreement together with
      any documents referred to in this Agreement constitute the entire agreement,
      and supersede any previous agreements, between the parties relating to the
      subject matter of this Agreement.
	 	 	  
	15.2	 	 A variation of this Agreement
      is valid only if it is in writing and signed by or on behalf of each party.
	 	 	  
	15.3	 	 The failure to exercise or delay
      in exercising a right or remedy provided by this Agreement or by law does
      not constitute a waiver of the right or remedy or a waiver of other rights
      or remedies. No single or partial exercise of a right or remedy provided
      by this Agreement or by law prevents further exercise of the right or remedy
      or the exercise of another right or remedy.
	 	 	  
	15.4	 	 Except where this Agreement
      provides otherwise the rights and remedies contained in this Agreement are
      cumulative and not exclusive of rights or remedies provided by law.


 






 


13 




	 	 
	15.5	 The parties shall interpret each provision
      of this Agreement, wherever possible, so as to be valid and effective under
      applicable law. Notwithstanding, in the event that a provision (or part
      thereof) of this Agreement is, for any reason, held to be invalid, illegal
      or unenforceable in any respect, that provision (or part thereof) shall
      be ineffective to the extent of such invalidity, illegality or unenforceability
      (as the case may be), but without invalidating the remainder of that provision
      or any other provisions of this Agreement, unless such a construction would
      be unreasonable.
	 	 
	15.6	 This Agreement shall not confer any rights
      or remedies upon any person or entity other than the Licensor and the Licensee,
      and their respective successors and permitted assigns.




	 	 	 
	16	 	 NOTICES




	 	 	 
	16.1	 	 A notice under or in connection
      with this Agreement (a “Notice”):




	 	 	 	 	 
	 	 	 16.1.1	 	shall be in writing;
	 	 	 	 	 
	 	 	 16.1.2	 	shall be in the English language;
      and




	 	 	 
	 	16.1.3	 shall be delivered personally or sent by
      first-class post pre-paid recorded delivery (and air mail if overseas) or
      by fax to the party due to receive the Notice at its address set out in
      this Agreement or to another address or fax number specified by that party
      by not less than seven (7) days’ written notice to the other party
      received before the Notice was dispatched.




	 	 



	 	 
	 	16.2 Unless there is evidence that it was
      received earlier, a Notice is deemed given:
	 	 
	 	16.2.1 if delivered personally, when the person
      delivering the Notice obtains the signature of a person at the address referred
      to in clause 16.1;
	 	 
	 	16.2.2 if sent by post, except air mail, two
      business days after posting it; 
	 	 
	 	16.2.3 if sent by air mail, six business days
      after posting it; and
	 	 
	 	16.2.4 if sent by fax, when confirmation of
      its transmission has been recorded by the sender’s fax machine.



		
	 	In this clause “business day” means a day other
      than a Saturday or Sunday or a public holiday in either the country where
      the Notice is posted or that to which it is sent.





	 	 	 
	17	 	 GOVERNING LAW
	 	 	  
	 	 	 This Agreement and all matters
      arising from or connected with it are governed by the State of Delaware,
      USA, law, without regard to its conflict of law rules.


 







 



14 




	 	 	 
	18	 	 JURISDICTION
	 	 	  
	18.1	 	 The courts of the State of Delaware,
      USA, have exclusive jurisdiction to settle any dispute arising from or connected
      with this Agreement (a “Dispute”).
	 	 	  
	18.2	 	 The parties agree that the courts
      of the State of Delaware, USA, are the most appropriate and convenient courts
      to settle any Dispute and, accordingly that they will not argue to the contrary.


EXECUTED by duly authorized representatives of the parties:





	 	 	 	 	 
	BAXTER VACCINE AG	 	 ACAMBIS INC
	 	 	 	 	 
	By	     	 	By	      
	 	
	 	 	

	Title	     	 	Title 	     
	 	
	 	 	

	Date	     	 	Date