EXHIBIT
10.44


 


Portions Subject
to Confidential Treatment Request Under Rule 406


 


 


CELLECTRATM
DEVICE


 


 


LICENSE
AGREEMENT


 


 


BETWEEN


 


VGX
PHARMACEUTICALS, INC.


 


AND


 


 


VGX
INTERNATIONAL, INC.


 

















 


CELLECTRATM DEVICE LICENSE
AGREEMENT


 


This License Agreement (“AGREEMENT”) is between VGX Pharmaceuticals, Inc.  (“VGX”),
a Delaware corporation, with offices located at 450 Sentry Parkway East, Blue
Bell, Pennsylvania 19422, and VGX
International, Inc.  (“VI”),
a corporation having an address of Jung-Hun Building, #701, 944-1 Daechi
3-Dong, Gangnam-gu, Seoul,
Korea.


 


A.  Whereas VGX controls certain intellectual
property related to a CELLECTRATM Device (hereinafter referred to as “CELLECTRATM
DEVICE”) a medical device that utilizes electroporation technology for delivery
of plasmids into skeletal muscle cells and skin of humans.


 


B.  Whereas VGX and VI desire to enter an agreement for exclusive rights
to the development, sales, licensing, and marketing of the CELLECTRATM DEVICE in
humans in the Republic of Korea.


 


NOW, THEREFORE, in consideration of the promises and
covenants contained in this AGREEMENT and intending to be legally bound, the
parties hereby agree as follows:


 


1.                                       DEFINITIONS


 


1.1           APPROVED PRODUCT means a drug and/or vaccine product approved
for delivery in humans using a CELLECTRATM DEVICE.


 


1.2           CALENDAR QUARTER means each three-month period, or any
portion thereof, beginning on January 1, April 1, July 1 and October 1.


 


1.3           CALENDAR YEAR means each 12-month period beginning on January 1.


 


1.4           CELLECTRATM DEVICE means VGX’s electroporation device, including
applicators and needle arrays, for delivery of plasmids into skeletal muscle
cells and skin in humans which is/are made, made for, used by, imported by or
for, sold by or offered for sale for each indication and/or any agents and
contractors(s) to unrelated third parties which (1) in the absence of
this AGREEMENT would infringe on any claim of VGX PATENT RIGHTS described in
patents listed in Attachment I, or (2) use a process and/or machine
covered by any claim of VGX PATENT RIGHTS described in patents listed in
Attachment I.


 


1.5           EFFECTIVE DATE means the date on which VGX and VI have both
fully executed this AGREEMENT.


 


1.6           FAIR MARKET VALUE means the cash consideration which VGX or
VI thereof would realize from an unaffiliated, unrelated buyer in an arm’s
length sale of an identical item sold in the same quantity and at the same time
and place of the transaction.


 


1.7           IMPROVEMENT
means all discoveries and/or inventions (whether patented or not) made during
the term of this Agreement by VI which constitute (i) a modification of


 


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CELLECTRATM DEVICE
(ii) a modification of KNOW-HOW TECHNOLOGY; or (iii) which, if
practiced, would infringe any claims of PATENT RIGHTS or which relate directly
or indirectly to the CELLECTRATM
DEVICE.  Made
as used herein means the discovery or invention was conceived or reduced to
practice.  Improvements do not include
any inventions or discoveries related to LICENSED PRODUCTS alone.


 


1.8           KNOW-HOW TECHNOLOGY means VGX’s technical information and
materials, including without limitation, technology, data, computer software
and algorithms for controlling the CELLECTRATM DEVICE and related equipment,
inventions (patentable or otherwise), practices, methods, knowledge, know-how,
skill and experience related directly or indirectly to the CELLECTRATM DEVICE.


 


1.9           LICENSED PRODUCT means any product where therapeutic genetic
constructs are used together with the CELLECTRATM DEVICE in administering
treatments to humans.


 


1.10         NET SALES is defined as the gross amount of monies or
cash equivalent or other consideration which is paid by unrelated third parties
to VI for a CELLECTRATM DEVICE and/or LICENSED PRODUCT by sale or other mode of
transfer, less all qualifying costs directly attributable to such sales, which
are made, made for, used or sold by VI, its agents, employees and/or
independent contractors.


 


1.11         PATENT RIGHTS mean those patents listed in ATTACHMENT I.


 


1.12         SALE means any bona fide transaction for which
consideration payment is received or expected for the sale, use, lease,
transfer or other disposition of a CELLECTRATM DEVICE and/or LICENSED PRODUCT to
an unrelated third party.  A SALE of
CELLECTRATM DEVICE and/or LICENSED PRODUCT shall be deemed completed at the time
VGX or VI, their agents, or their contractors receive payment for such
CELLECTRATM DEVICE and/or LICENSED PRODUCT.


 


1.13         SUBLICENSE means when used as a verb to, directly or
indirectly, sublicense, or grant any other right with respect to, or agree not
to assert, any intellectual property right granted to a Party under this
Agreement.  When used as a noun, “Sublicense”
shall mean any agreement to Sublicense.


 


1.14         TERRITORY means the Republic of Korea.


 


1.15         VGX PATENT RIGHTS means all of VGX’s interest in the rights
represented by or issuing from (including all claims referenced within) those
patent applications listed in Attachment I and all future interests in such
rights anywhere in the world of the CELLECTRATM DEVICE intellectual property.


 


2.             LICENSE


 


Subject to the terms and conditions of this
AGREEMENT, VGX shall grant VI an exclusive license to research, develop and
market the CELLECTRATM DEVICE for human use in the TERRITORY.  No other rights are granted by either party
hereunder.  


 


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This agreement shall not impair VI’s freedom
(without any restriction or any obligation to VGX) to research, develop, and
market products for the CELLECTRATM DEVICE, except for the restrictions in this
Agreement.


 


2.1           VGX shall provide the CELLECTRATM DEVICE
including applicators and arrays, upon VI’s request.  VI shall reimburse VGX for the costs of such
CELLECTRATM DEVICE, applicators and needle arrays at the prices set forth in
Attachment II such prices may be adjusted form time to time upon mutual
agreement.  VI will pay VGX for all
shipping, insurance, handling and other costs related to delivery of the
CELLECTRATM DEVICE, applicators and needle arrays to VI.


 


2.2           VGX and VI shall share pre-clinical testing
data, and clinical results related to the product development and clinical
development of the CELLECTRATM DEVICE.


 


3.             COST SHARING, FEES, AND ROYALTIES


 


3.1           Cost Sharing, Fees and Royalties.


 


3.1.1        VI shall pay a cost sharing fee of $100,000
to reimburse VGX for
the costs in part of patents, agency fees, attorneys fees, and preclinical
development of CELLECTRATM DEVICE upon execution of this agreement.


 


3.1.2        In consideration of the exclusive rights to CELLECTRATM
DEVICE in the TERRITORY VI shall pay to VGX, on a quarterly
basis, a royalty of ****** the NET SALES of LICENSED PRODUCT in the TERRRITORY,
which is sold by VI, its agent(s), and/or sub-licensees of VI for a period of
ten (10) years from the date of the first SALE of CELLECTRATM DEVICE in the
TERRITORY or until such time as the related patent protection expires in such
TERRITORY, whichever is the later to occur. 
Said payments are due within ten (10) days after each CALENDAR
QUARTER.


 


3.1.3        VI shall pay VGX an annual maintenance fee of $25,000
to cover, among other
things, product enhancements, a portion of the on-going patent costs, agency
fees, attorneys fees for patents listed in Attachment I.  Said payments are due within ten (10) days
after each anniversary of the EFFECTIVE DATE.


 


3.1.4


 


3.2           Diligence and Milestone Fees.


 


3.2.1        VI shall use commercially reasonable efforts to
develop for SALE and to market CELLECTRATM DEVICE in the TERRITORY.  VI and VGX agree to the following R&D
milestones payments related to the use of CELLECTRATM DEVICE to develop LICENSED
PRODUCT in the TERRITORY.  Said payments
are due within sixty (60) days after the achievement of the respective
milestone event:


 


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  Milestone

  	
   

  	
  Payment

  	
   

  
	
  Upon Filing of
  each IND

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  Upon initiation
  of each Phase II

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  Upon initiation
  of each Phase III clinical trial

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Upon each BLA
  approval

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Upon first
  commercial sale CELLECTRATM DEVICE for each BLA

  	
   

  	
  $

  	
  750,000

  	
   

  






 


3.3           Currency, Payment Method.


 


All dollar amounts referred to in this AGREEMENT
are United States dollars.  All payments
to VGX under this AGREEMENT shall be made in United States dollars by check or
wire-transfer.  If VI receives revenues
from SALES of CELLECTRATM DEVICE and/or LICENSED PRODUCT in currency other than
United States Dollars, revenues shall be converted into United States dollars
at the conversion rate for the foreign currency as published in the eastern
edition of The Wall Street Journal as of the last business day of the
applicable CALENDAR QUARTER.


 


4.             SUB-LICENSES


 


4.1           VI
shall have the right to sub-license the rights to CELLECTRATM DEVICE in the
TERRITORY such sub-licenses may not be granted without the prior written
approval of VGX, such approval not to be unreasonably withheld.


 


4.1.1        VI
shall pay to VGX ****** of any and all Sub-license Fees that VI receives.  Sub-license Fees shall include the net
proceeds of cash payments or non-cash compensation provided by Sub-licensees to
VI, including equity or rights to purchase equities.


 


5.             PATENTS


 


5.1           Grant-Back.  When
an IMPROVMENT is made or discovered by VI and/or its Affiliates, and such
Improvement would not have arisen but for the presence of CELLECTRATM DEVICE,
or KNOW-HOW TECHNOLOGY, and such IMPROVEMENT relates to CELLECTRATM DEVICE,
or KNOW-HOW TECHNOLOGY and does not include LICENSED PRODUCT, VI and its
employees and/or its Affiliates hereby assign its entire right, title and
interest in such IMPROVEMENT to VGX and agree to cooperate with VGX in
obtaining patent protection therefore at VGX’s cost, including, but not limited
to the execution of any and all lawful papers in the U.S.  and foreign patent offices.  VGX hereby grants VI the ability to use such
IMPROVEMENT under the terms of this Agreement to the extent VGX has the right
to convey the right to practice the Improvement to Licensee.


 


5.2           Patent
Applications.  Notwithstanding
the foregoing, VI shall not file any patent applications which disclose,
describe or require the presence of CELLECTRATM 


 


4

















 


DEVICE,
or KNOW-HOW TECHNOLOGY absent consent from VGX. 
For the avoidance of doubt, VGX agrees that it shall consent to
disclosure in patent applications filed by VI concerning VI’s Product and the
use of VGX’s Confidential Information as may be reasonably necessary to comply
with the legal standards of disclosure and description.  VGX will have the right to review all
sections and examples relating to CELLECTRATM DEVICE,
or KNOW-HOW TECHNOLOGY thirty (30) days before the filing of such patent
application.  If VI files such an
application outside the scope of 5.1, VI and/or its Affiliates hereby grant VGX
and its Affiliates irrevocable world-wide, exclusive, royalty-free licenses to
such IMPROVMENT with the right to sublicense such rights to Third Parties, with
the right to further sublicense.


 


5.3           Patent
Infringement.  Should
VI become aware of any infringement or alleged infringement of any PATENT
RIGHTS, VI shall promptly notify VGX in writing of the name and address of the
alleged infringer and of the alleged acts of infringement, and provide any
available evidence of the alleged acts of infringement.  VGX shall not be obligated to prosecute
against any Third Party any suit for infringement of the aforesaid Patent
Rights.  In the event that VGX decides to
bring a patent infringement suit against the alleged Third Party infringer, VI
shall cooperate with VGX in the prosecution of any legal infringement action
and agrees to provide VGX with pertinent data and evidence which may be helpful
in the prosecution of such action of which it may have knowledge or which may
be readily available to it.  VGX shall
reimburse VI for reasonable expenses incurred by VI in assisting VGX in this
matter.  VGX shall have the exclusive
right (but not the obligation) to institute and conduct legal action against
Third Party infringers of the PATENT RIGHTS, and to enter into such settlement
agreements as may be deemed appropriate by VGX. 
VGX shall receive the full benefits of any compensatory or punitive
damages it obtains pursuant to bringing such suit.


 


5.4           Invalidity
of PATENT RIGHTS If, at any time during
this Agreement, VGX shall be unable to uphold the validity of any of the PATENT
RIGHTS against any alleged infringer, VI shall not have or assert any damage
claim or a claim for refund or reimbursement against VGX.  In the event that PATENT RIGHTS are not
upheld, royalties shall continue under this Agreement for VI’s rights under CELLECTRATM DEVICE.  However,
in the event PATENT RIGHTS are not upheld and VI is required to pay duplicate
royalties to a Third Party, VI shall pay VGX a reduced royalty rate of the
royalty rate minus the duplicate royalty rate. 
For the avoidance of doubt any patent that has not been withdrawn,
cancelled, abandoned, disclaimed, revoked or held unpatentable, invalid or
unenforceable by a final decision of a court or other governmental agency of
competent jurisdiction, which decision is unappealable or unappealed within the
time allowed for appeal is considered to be valid and upheld.


 


5.5           Challenges.  VI,
VI affiliates, VI Partners, or sublicensees are not permitted directly or
indirectly, to challenge the validity or enforceability of any of Patent Rights.
 Such breach shall result in termination
of this license.


 


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6.             CONFIDENTIALITY


 


6.1           CONFIDENTIAL INFORMATION means and includes all
technical and business information, plans, inventions, developments, discoveries,
improvements, software, know-how, procedures, methods, techniques, formulae,
data, processes, studies, and other proprietary ideas, whether or not
patentable or copyrightable, that a party hereto identifies as confidential or
proprietary at the time it is delivered or communicated to the other party
hereto, or any other information that should reasonably be recognizable by its
nature to be confidential or trade secret information of a party (including,
without limitation, information respecting such party’s business plans, sales
and sales methods, customers and prospective customers).  CONFIDENTIAL INFORMATION should be in writing
and marked confidential or, if oral, should be reduced to writing within thirty
(30) days of disclosure and marked confidential.


 


6.2           Each party shall maintain in confidence and not
disclose to any third party any CONFIDENTIAL INFORMATION of the other party
during the term of this Agreement and for five (5) years after the date of
termination of this Agreement.  Each
party shall ensure that its employees have access to CONFIDENTIAL INFORMATION
of the other party only on a need-to-know basis, and are obligated to abide by
such party’s obligations under this Agreement. 
The foregoing obligation shall not apply to:


 


6.2.1        Information that is known to the receiving party
prior to the time of disclosure, and was not received directly or indirectly
from the disclosing party hereunder in violation of a confidentiality
obligation, unless independently developed by or for the receiving party,
without exposure to or benefit of the disclosing party’s CONFIDENTIAL
INFORMATION, in each case, to the extent evidenced by written records; and


 


6.2.2        Information disclosed to the receiving party,
without restriction, by a third party that has a right to make such disclosure;
and


 


6.2.3        Information that was or becomes patented,
published or otherwise part of the public domain as a result of acts by the
disclosing party or a third person developing or obtaining such information as
a matter of right; and


 


6.2.4        Information, which the disclosing party permits,
in writing, the receiving party to publicly disclose.


 


If
a receiving party is required to disclose any of the disclosing party’s
CONFIDENTIAL INFORMATION by order of a governmental authority or a court of
competent jurisdiction; the receiving party shall timely inform its disclosing
party, reasonably cooperate at the disclosing parties expense with any
reasonable action the disclosing party takes to attempt to obtain confidential
treatment of such information by the authority or court, and limit its
disclosure of such information to the extent practical.


 


7.             TERM AND TERMINATION


 


7.1           This AGREEMENT, unless sooner terminated as
provided in this AGREEMENT, shall terminate upon the earlier of: (a) expiration
of the last-to-expire patent or (b) twenty (20) years after the EFFECTIVE
DATE.


 


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7.2           VI may terminate this Agreement (a) upon
thirty (30) days written notice to VGX, if the sale or other exploitation of
the CELLECTRATM DEVICE becomes technologically or commercially unfeasible; or (b) upon
sixty (60)-days written notice to VGX, and by doing all of the following:


 


7.2.1        Ceasing to make, have made, use, import, sell
and offer for sale CELLECTRATM DEVICE ; and


 


7.2.2        Paying all monies owed to VGX up to the date of
the termination excluding any future obligation under this AGREEMENT.


 


7.3           VGX may terminate this AGREEMENT, upon sixty
(60)-days written notice to VI, if any of the following events of default (“Default”)
occur:


 


7.3.1        VI is more than ninety (90) days late in paying
to VGX royalties, expenses or any other monies due under this AGREEMENT and VI
does not immediately pay VGX in full any amounts due upon demand; or


 


7.3.2        VI experiences a Trigger Event (defined in Section 7.4
below);


 


7.3.3        VI materially breaches this AGREEMENT and does
not cure the material breach within ninety (90) days after the receipt of the
written notice of such breach.


 


7.3.4        Is materially behind the Development Plan
timeline set forth in Attachment II and is unlikely or unable to cure such
delinquency in a reasonable period of time.


 


7.4           “Trigger Event” means any of the following:


 


If VI:


 


7.4.1        Becomes
insolvent, bankrupt or generally fails to pay its material debts as such debts
become due;


 


7.4.2        Is
adjudicated insolvent or bankrupt; admits in writing its inability to pay its
debts; or shall suffer a custodian, receiver or trustee for it or substantially
all of its property to be appointed and, if appointed without its consent, is
not discharged within thirty (30) days of such appointment;


 


7.4.3        Makes
an assignment for the benefit of creditors; or suffers proceedings under any
law related to bankruptcy, insolvency, liquidation or the reorganization,
readjustment or the release of debtors to be instituted against it and, if
contested by it, not dismissed or stayed within thirty (30) days;


 


7.4.4        If proceedings under any International law
related to bankruptcy, insolvency, liquidation, or the reorganization,
readjustment or the release of debtors are instituted or commenced by VI;


 


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7.4.5        If any order for relief is entered relating to
any of the proceedings described in Sections 7.4.4;


 


7.4.6        If VI shall call a meeting of its creditors with
a view to arranging a composition or adjustment of its debts;


 


7.4.7        If VI shall, by any act or failure to act,
indicate its consent to, approval of or acquiescence in any of the proceedings
described in Sections 7.4.4, 7.4.5 or 7.4.6;


 


7.4.8        If VI has a “change of control”.  A “change of control” means a change in the
direct or indirect power to direct or cause the direction of the management and
policies of VI, whether through ownership or voting securities, by contract or
otherwise.  In the event of a “change in
control” of VI, VI shall promptly notify VGX of such change in control and VGX
shall be permitted to terminate this Agreement at VGX’s option.


 


7.5           The provisions of Sections 7.3 and 7.4 shall
apply to a Default of, or a Trigger Event experienced by, any agents and/or
contractors of VI ‘s rights hereunder if and to the extent that such Default
of, or Trigger Event experienced by, the agents and/or contractors(s) cause
VI to fail to meet its diligence obligations under Section 3.2.


 


7.6           In the event of a termination under Section 7.1
or 7.3, all duties of VGX (other than under Sections 7.11) and all rights (but
not duties) of VI (other than under Section 7.11) under this AGREEMENT
immediately terminate without the necessity of any action being taken either by
VI or by VGX, provided, however, that in no event shall the foregoing be
construed to obligate VI to pay any amounts accruing under Sections 3.1 and 3.2
after the date of termination except under Section 7.10.  Upon and after any termination of this
AGREEMENT, the rights covered by this agreement for VI and any agents and/or
contractors thereof to manufacture, sale, marketing, importation and/or
distribution of CELLECTRATM DEVICE shall terminate on the same date of the
termination of the agreement, except otherwise specified in this agreement or
agreed upon by both parties.


 


7.7           Upon termination of this AGREEMENT, each
(receiving) party shall, at the other (disclosing) party’s request, return to
the other party all CONFIDENTIAL INFORMATION (except for one copy for archival
purposes) of the other party provided hereunder.


 


7.8           Upon termination of this AGREEMENT under section
7.2 and 7.3, VI shall cause physical inventories to be taken as soon as
commercially practicable and in any event no later than sixty (60) days after
termination of: (a) all completed CELLECTRATM DEVICE on hand, under the
control of VI, its agents, or contractors thereof; and (b) such CELLECTRATM
DEVICE as are in the process of manufacture and component parts thereof as of
the date of termination of this AGREEMENT, which inventories shall be recorded
in writing.  VI shall deliver copies of
such written inventories, verified by an officer of VI, forthwith to VGX.  VGX shall have forty five (45) days after
receipt of 


 


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such verified inventories within which to
challenge the physical inventory and request an audit thereof.


 


7.9           Upon termination of this agreement under section
7.1, VI shall pay all monies owed to VGX up to the date of the termination.


 


7.10         Notwithstanding the foregoing, if this AGREEMENT
terminates other than pursuant to Section 7.3.1 or 7.3.2 or 7.3.3, VI
shall have a period of six (6) months to sell off its inventory of CELLECTRATM
DEVICE existing on the date of termination of this AGREEMENT and shall pay
royalties to VGX with respect to such CELLECTRATM DEVICE within thirty (30) days
following the expiration of such six-month period.


 


7.11         Each party’s obligation to pay all monies owed
and accruing as of the date of termination under this AGREEMENT shall survive
termination of this AGREEMENT.  In
addition, the provisions of Sections 4, 5, 6, 7 and 8 shall survive such
termination.


 


8.             REPRESENTATIONS AND WARRANTIES OF VGX AND
VI; DISCLAIMER OF ADDITIONAL WARRANTIES; INDEMNIFICATION


 


8.1           VGX represents and warrants to VI that:


 


8.1.1        VGX has the full authority to execute and
deliver this AGREEMENT.


 


8.1.2        No material claim by any third party contesting
the validity, enforceability, collaborations, use or ownership of any of such
VGX PATENT RIGHTS has been made, is currently outstanding or is threatened
against VGX.


 


8.2           VGX and VI will work together to file the
patents and/or patent applications listed in ATTACHMENT I before the deadline
permitted by the relevant international and US patent laws.


 


8.3           VGX shall defend and indemnify and hold VI (and
its respective officers, directors and employees) harmless against any and all
Losses, arising out of, relating to, based on, or caused by (A) the breach
by VGX of any representation or warranty contained in this Agreement, (B) a
claim that the manufacture of the CELLECTRATM DEVICE by VGX for VI or other
activities of VGX under this Agreement infringe on the patent or other
intellectual property rights of a third party, (C) any governmental or
regulatory action arising out of VGX, or (D) any negligence or intentional
misconduct by VGX in connection with performing its obligations under this
Agreement, in each case except to the extent that such Losses arise from or are
aggravated in any substantial respect by the negligent acts of or failure to act
by VI or its agents and/or contractors.  VI
will promptly notify VGX of any such Losses which come to VI’s attention, but
failure to do so will not relieve VGX of its indemnification obligations under
this Section 8.3 except to the extent any such delay results in a material
prejudice to VGX.  Notwithstanding
anything to the contrary in this Agreement, VGX shall not be liable for any
Losses to the extent that the Losses suffered by VI (and its officers,
directors and employees) are the result of or in 


 


9

















 


consequence of any failure by the
indemnified party to take reasonable and prudent action to mitigate any Losses.


 


8.4           VI shall defend and indemnify and hold VGX (and
its affiliates, including its agents and/or contractors, and their respective
officers, directors and employees) harmless against any Losses, arising out of,
relating to, based on, or caused by (A) the breach by VI of any
representation or warranty contained in this Agreement or (B) any
negligence or intentional misconduct by VI in connection with performing its
obligations under this Agreement, in each case except to the extent that such
Losses arise from or are aggravated by the negligent acts of or failure to act
by VGX, its agents and/or contractors.  VGX
will promptly notify VI of any such Losses which come to VGX’s attention, but
failure to do so will not relieve VI of its indemnification obligations under
this Section 6.4 except to the extent any such delay results in a material
prejudice to VI.  Notwithstanding
anything to the contrary in this Agreement, VI shall not be liable for any
Losses where the Losses suffered by VGX (and its affiliates, including its
agents and/or contractors, and their respective officers, directors and
employees) are the result of or in consequence of any failure by the
indemnified party to take reasonable and prudent action to mitigate any Losses.


 


8.5           To best of VGX’s knowledge, there are no pending
or threatened suits, claims, or actions of any type whatsoever against VGX with
respect to the CELLECTRATM DEVICE.


 


8.6           All necessary corporate authorizations, consents
and approvals which are necessary or required for VGX to enter into this
Agreement have been duly obtained;


 


8.7           To the best of its knowledge, the entering into
of this Agreement by VGX will not (i) violate any Applicable Law or (ii) conflict
with or result in any breach of any of the terms, conditions or provisions of,
or constitute a default (or give rise to any right of termination, cancellation
or acceleration) under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of VGX,
under its organizational documents, as amended to date, or any material note,
indenture, mortgage, lease, agreement, contract, purchase order
or other instrument, document or agreement to which VGX is a party or by which
it or any of its properties or assets is bound or affected.


 


9.             ADDITIONAL PROVISIONS


 


9.1           Nothing in this AGREEMENT shall be deemed to
establish a relationship of principal and agent between VGX and VI, or between
or among any of either party’s agents or employees for any purpose whatsoever,
nor shall this AGREEMENT be construed as creating any other form of legal
association or arrangement which would impose liability upon one party for the
act or failure to act of the other party.


 


9.2           VI is not permitted to assign this AGREEMENT or
any part of it to any person or entity, either directly or by operation of law,
without the prior written consent of VGX in 


 


10

















 


its sole discretion.  However, VI has the rights to contract out
the manufacturing of the products covered in this agreement and rights to
establish collaboration, development, and marketing partnership with a third
party.  In case any product covered in
this agreement is sold by a marketing partnership, VI shall have the
responsibility to pay royalty that is calculated on the bases of the combined
net sales of VI and its marketing partners. 
No assignment relieves VI of responsibility for the performance of any
accrued obligations, which it has prior to such assignment.


 


9.3           A waiver by either party of a breach of any
provision of this AGREEMENT will not constitute a waiver of any subsequent
breach of that provision or a waiver of any breach of any other provision of
this AGREEMENT.


 


9.4           Notices, payments, statements, reports and other
communications under this AGREEMENT shall be in writing and shall be deemed to
have been received as of the day after the date sent if sent by internationally
recognized express couriers (e.g., Federal Express) or by Express Mail, receipt
requested, and addressed as follows:


 


If for VGX:


 


VGX Pharmaceutical, Inc.


450 Sentry Parkway East


Blue Bell, PA 19422


Attention: Chief Executive Officer


 


If for VI:


 


VGX International


Jung-Hun Building, #701


944-1 Daechi 3-Dong


Gangnam-gu, Seoul, Korea


Attention: Vice President


 


Either
party may change its official address upon written notice to the other party.


 


9.5           This AGREEMENT shall be construed and governed
in accordance with the laws of the Commonwealth of Pennsylvania in the United
States of America, without giving effect to conflict of law provisions.  In the event that a party to this AGREEMENT perceives
the existence of a dispute with the other party concerning any right or duty
provided for herein, the parties will, as soon as practicable, confer in an
attempt to resolve the dispute.  If the
parties are unable to resolve such dispute amicably, then the parties hereby
submit to the exclusive jurisdiction of and venue in the either federal or
state courts located in the Eastern District of the Commonwealth of
Pennsylvania with respect to any and all disputes concerning the subject of
this AGREEMENT.  The parties agree to
accept original service of complaint via internationally recognized courier
with receipt confirmation.  Also, the
parties agree to waive the Hague Convention


 


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requirements relating to translation of
certain documents to applicable foreign language which in this case is Korean.


 


9.6           VI shall comply with all prevailing laws, rules and
regulations that apply to its activities or obligations under this AGREEMENT.  Without limiting the foregoing, it is
understood that this AGREEMENT may be subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities, articles and information,
including the Arms Export Control Act as amended in the Export Administration
Act of 1979, and that the parties’ obligations are contingent upon compliance
with applicable United States export laws and regulations.


 


9.7           If any provision of this AGREEMENT shall be held
to be illegal, invalid or unenforceable, then such illegality, invalidity or
unenforceability shall attach only to such provision, and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this AGREEMENT, and this AGREEMENT shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.


 


9.8           This AGREEMENT may not be changed, modified,
extended or terminated except by written amendment executed by an authorized
representative of each party.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties, intending to be
legally bound, have caused this AGREEMENT to be executed by their
duly-authorized representatives.


 


 


	
  VGX INTERNATIONAL, INC.

  	
    VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Bryan
  Kim

  	
   

  	
   

  	
    By:

  	
  /s/ Kevin W. 
  Rassas

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Bryan Kim

  	
   

  	
  Name:

  	
    Kevin W.  Rassas

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  	
  Title:

  	
    Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  4/16/08

  	
   

  	
  Date:

  	
    4.16.08

  
										



 


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