exv4w15



 



Exhibit 4.15


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.




















BAXTER AG


AND


ORAVAX INC.










VERO CELL KNOW-HOW LICENCE











 






 




CONTENTS



	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	
	 	 	 	

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



 






 


THIS AGREEMENT is made on              2000


BETWEEN:



	(1)	 	BAXTER AG, a company incorporated in              (registered
no.             ),
whose registered office is
at             (the
“Licensor”); and
	 
	(2)	 	ORAVAX INC., a company organised 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 per cent (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
per cent (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 of 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 Peptide Therapeutics
Group plc which, when added to any shares in Peptide Therapeutics Group
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 Peptide Therapeutics Group plc for the time being
in issue and having the right to attend and vote at general meetings of
Peptide Therapeutics Group plc;
	 
	 	 	“Field of Use” means the development and commercialisation of the
Products;



1






 






	 	 	“Improvement” means any improvement, modification or alteration to the
Products 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
Japanese Encephalitis or West Nile viruses; provided that such Improvement
shall not include any improvement, modification or alteration of the
Japanese Encephalitis or West Nile viruses owned or used by Licensee to
manufacture the Products;
	 
	 	 	“Japanese Encephalitis Vaccine” means a vaccine either therapeutically or
prophylactically active against Japanese encephalitis viruses produced
using Vero Cell Line;
	 
	 	 	“Know-How” means Biologic Material and technical information concerning
the use of Biologic Material for the making, using and/or selling the
Products, 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;
	 
	 	 	“Products” means West Nile Vaccine and Japanese Encephalitis Vaccine
produced using the Biologic Material according to the Know-How provided by
the Licensor;
	 
	 	 	“Termination Date” means the date upon which this Agreement is terminated
under the provisions of this Agreement;
	 
	 	 	“Territory” means the world;
	 
	 	 	“West Nile Vaccine” means a vaccine either therapeutically or
prophylactically active against West Nile viruses produced using Vero Cell
Line;
	 
	 	 	“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 ATC 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:




	 	1.21	 	a person includes a reference to a corporation, body
corporate, association or partnership;



2






 






	 	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.




	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 licence within the Field of Use to
use the Know-How, and any Improvements, to manufacture, use and sell the
Products in the Territory for the duration of this Agreement. The
Licensee agrees further not to disclose such Know How 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
Products 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 Products.
	 
	2.4	 	The Licensee agrees that it will only utilize the Know-How and/or the
Biologic Material for manufacturing and developing either a West Nile
Vaccine or Japanese Encephalitis Vaccine in serum-free cell culture media
or serum-free and protein-free cell culture media.
	 
	2.5	 	The Licensee shall use reasonable efforts to promote and extend the sale
of the Products including the allocation of sufficient resources, capital,
equipment, materials and labour to make the Products 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 Products 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 calculated as follows:




	 	3.1.1	 	in the case of a monovalent vaccine, [ * * * * ]; and
	 
	 	3.1.2	 	in the case of a multivalent vaccine, [ * * * * ],



3






 







	 	 	 	in each case sold or otherwise disposed of by the Licensee.
	 
	 	 	 	For the purposes of this clause, “component proportion” means:




	 	(a)	 	[ * * * * ]; and
	 
	 	(b)	 	[ * * * * ].




	 	 	 	Worked example of (a)
	 
	 	 	 	[ * * * * ]
	 
	 	 	 	Worked example of (b)
	 
	 	 	 	[ * * * * ]




	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 $. Any Net
Product Price or Net Multivalent Price (as appropriate) not expressed in
US $ shall be converted to US $ 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



4






 



	 	 	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.
	 
	4.2	 	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.
	 
	4.3	 	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 those West Nile and Japanese
encephalitis virus strains which it owns at the date of this Agreement or,
in the future, develops, and no licence in respect thereof is granted to
the Licensor under this Agreement.
	 
	4.4	 	Except as required by a competent regulatory authority, and then subject
to consulting with the Licensor, the Licensee shall not investigate,
analyse, 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	 	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 its obligations under this clause.
	 
	5.3	 	If the Licensor becomes aware of a matter which might give rise to a
claim under the indemnity given to it in clause 5.2, it shall as soon as
practicable notify the Licensee of



5






 



	 	 	the matter, stating in reasonable
detail the nature of the matter and, if practicable the amount claimed.
	 
	5.4	 	The Licensee shall have the conduct of the defence, 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.
	 
	5.5	 	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 5.2 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
utilise the Improvement. The Licensee hereby grants to the Licensor a
non-exclusive worldwide royalty-free licence (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 utilise 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 utilise 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;
	 
	 	7.1.2	 	has the right to grant to the Licensee the rights and
licences 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



6






 



	 	7.1.4	 	has not granted and will not grant or purport to grant any
other licences, 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
it’s 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.




	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
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



7






 



	 	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 favour 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-licence 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.
	 
	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



8






 



	 	 	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.
	 
	10.7	 	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



9






 



	 	 	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
reorganisation, 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 Peptide Therapeutics Group plc
or in the event that the Licensee ceases to be an Affiliate of Peptide
Therapeutics Group plc, the Licensee shall forthwith notify the Licensor
(such disclosure being kept confidential by the Licensor until it becomes
a matter of public knowledge) and this Agreement and any sub-licences
granted to Affiliates by the Licensee shall terminate immediately. In the



10






 



	 	 	event of a Change of Control of an Affiliate to whom the Licensee has
granted a sub-licence under the terms of this Agreement, that sub-licence
shall terminate immediately.
	 
	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
	 
	 	12.2.4	 	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 right of set-off against any monies due from the
other party.



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	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 an adequate remedy
for the Licensor in respect of any such breach or threatened breach (as
the case may be).
	 
	14	 	EXCLUSION OF CONSEQUENTIAL LOSS
	 
	 	 	Neither party is liable to the other, whether for negligence, breach of
contract, misrepresentation or otherwise, for any indirect or
consequential damage suffered by the other party including, without
limitation, loss of profit, goodwill, business opportunity or anticipated
saving.
	 
	15	 	ASSIGNMENT AND SUB-LICENSING
	 
	15.1	 	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.
	 
	15.2	 	The Licensee shall not other than as permitted under the terms of this
Agreement grant or purport to grant any sub-licence or sub-contract of its
rights or obligations under this Agreement.
	 
	16	 	GENERAL
	 
	16.1	 	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.
	 
	16.2	 	A variation of this Agreement is valid only if it is in writing and
signed by or on behalf of each party.
	 
	16.3	 	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.
	 
	16.4	 	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.
	 
	16.5	 	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,



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	 	 	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.
	 
	16.6	 	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.
	 
	17	 	NOTICES
	 
	17.1	 	A notice under or in connection with this Agreement (a “Notice”):




	 	17.1.1	 	shall be in writing;
	 
	 	17.1.2	 	shall be in the English language; and
	 
	 	17.1.3	 	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 despatched.




	17.2	 	Unless there is evidence that it was received earlier, a Notice is deemed
given:




	 	17.2.1	 	if delivered personally, when the person delivering the notice
obtains the signature of a person at the address referred to in
clause 17.1;
	 
	 	17.2.2	 	if sent by post, except air mail, two business days after posting
it;
	 
	 	17.2.3	 	if sent by air mail, six business days after posting it; and
	 
	 	17.2.4	 	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.




	18	 	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.
	 
	19	 	JURISDICTION
	 
	19.1	 	The courts of the State of Delaware, USA, have exclusive jurisdiction to
settle any dispute arising from or connected with this Agreement (a
“Dispute”).



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	19.2	 	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.



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	EXECUTED by the parties	 	 
	 	 	 
	Signed by	 	
)
	a duly authorised	 	
)
	representative of	 	
)
	BAXTER AG:	 	
)
	 	 	 
	 	 	
Signature
	
	 	 
	 	 	 
	Signed by	 	
)
	a duly authorised	 	
)
	representative of	 	
)
	ORAVAX INC.:	 	
)
	 	 	 
	 	 	
Signature
	
	 	 





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