samaritan_10q-ex1024.htm


     

    
      Exhibit
10.24

       

       

       

      SAMARITAN
PHARMACEUTICALS IRELAND INC. LIMITED

       

      PATENT
AND TRADEMARK LICENSE AGREEMENT

       

      This
Patent License Agreement, hereinafter referred to as the “Agreement”, consists
of the following Agreement, a Signature Page, Appendix A (List of Patent(s) or
Patent Application(s)and Trademark(s)), Appendix B (Fields of Use and
Territory), Appendix C (Royalties), Appendix D ((Benchmarks and Performance),
Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report),
Appendix G (Royalty Payment Options), and Appendix H (Model Use
Sublicense).  The Parties to this Agreement are:

       

      
        	
                 
      

              	
                1)

              	
                Samaritan
      Pharmaceuticals Ireland Inc. Limited, having offices at the address
      indicated on the Signature Page, hereinafter referred to as “Samaritan”;
      and

              


      

       

      
        	
                 
      

              	
                2)

              	
                Taconic
      Farms, Inc., having offices at the address indicated on the Signature
      Page, hereinafter referred to as
“Taconic.”

              


      

       

      Samaritan
and Taconic agree as follows:

       

      
        	
                1.

              	
                BACKGROUND

              


      

       

      
        	
                1.1

              	
                In
      the course of conducting biomedical research, Georgetown University and
      Samaritan Pharmaceuticals Inc.’s investigators invented a Rat Model
      Simulating Neurologic Disease, which has commercial
      applicability.

              


      

       

      
        	
                1.2

              	
                Samaritan
      Pharmaceuticals, Inc., having offices at 101 Convention Center Drive,
      Suite 310, Las Vegas, Nevada 89109, owns intellectual property rights
      claimed in any United States or foreign patent applications or patents and
      trademarks corresponding to the assigned
  inventions.

              


      

       

      
        	
                1.3

              	
                Samaritan
      has the authority to enter into this Agreement for the licensing of rights
      to this invention.

              


      

       

      
        	
                1.4

              	
                Samaritan
      desires to transfer this invention through a license to facilitate the
      commercial development of this
product.

              


      

       

      
        	
                1.5

              	
                Taconic
      desires to acquire commercialization rights to this invention in order to
      make and distribute The Samaritan Alzheimer’s Rat Model for public use and
      benefit.

              


      

       

      
        	
                2.

              	
                DEFINITIONS

              


      

       

      
        	
                2.1

              	
                “Active
      Compound” means such pharmaceutically active materials that arise from or
      out of the Patent Rights.

              


      

       

      
        	
                2.2

              	
                “Affiliate”
      means any person or entity that directly or indirectly through one or more
      intermediate controls, or is controlled by, or is under common control
      with any other entity or person.  For this purpose “control”
      means the ownership or control of 55% or more of the outstanding voting
      securities of a person or entity, or in the case of a partnership, the
      power to appoint or elect 55% or more of the members of the board or
      management or executive committee (or similar governing body) of the
      partnership, or the power to otherwise direct or cause the direction of
      the management and policies of such person or entity, whether through the
      ownership of voting stock or similar rights or the holding of offices in
      such person or entity, by contract or
otherwise.

              


      

       

      
        
           

        

        
          Page 1 of
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                2.3

              	
                “Benchmarks”
      mean the performance milestones that are set forth in Appendix
      D.

              


      

       

      
        	
                2.4

              	
                “Customer”
      means a person or entity that uses or intends to use, but not to make or
      distribute Licensed Product.

              


      

       

      
        	
                2.5

              	
                “Commercial
      Development Plan” means the written commercialization plan attached as
      Appendix E.

              


      

       

      
        	
                2.6

              	
                “First
      Commercial Sale” means the initial transfer by or on behalf of Taconic of
      Licensed Product or the initial practice of a Licensed Process by or on
      behalf of Taconic in exchange for cash or some equivalent to which value
      can be assigned for the purpose of determining Net
  Sales.

              


      

       

      
        	
                2.7

              	
                “Intellectual
      Property Rights” shall mean Licensed Patent Rights and
      Trademarks.

              


      

       

      
        	
                2.8

              	
                “Licensed
      Fields of Use” means the fields of use identified in Appendix
      B.

              


      

       

      
        	
                2.9

              	
                “Licensed
      Patent Rights” shall mean:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Patent
      applications (including provisional patent applications and PCT patent
      applications) or patents listed in Appendix A, all divisions and
      continuations of these applications, all patents issuing from these
      applications, divisions, and continuations, and any reissues,
      reexaminations, and extensions of all these
  patents;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      the extent that the following contain one or more claims directed to the
      invention or inventions disclosed in the patents and patent applications
      listed in 2.9(a):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                continuations-in-part
      of 2.9(a);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      divisions and continuations of these
  continuations-in-part;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      patents issuing from these continuations-in-part, divisions, and
      continuations;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                priority
      patent application(s) of 2.9(a);
and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any
      reissues, reexaminations, and extensions of all these
    patents;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      the extent that the following contain one or more claims directed to the
      invention or inventions disclosed in 2.9(a): all counterpart foreign and
      U.S. patent applications and patents to 2.9(a) and 2.9(b), including those
      listed in Appendix A; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Licensed
      Patent Rights shall not include 2.9(b) or
      2.9(c) to the extent that they contain one or more claims directed to new
      matter which is not the subject matter disclosed in
  2.9(a).

              


      

       

      
        	
                2.10

              	
                “Licensed
      Processes” means processes, which in the course of being practiced, would
      be within the scope of one or more claims of the Licensed Patent Rights
      that have not expired or been held unpatentable, invalid or unenforceable
      by an unappealed or unappealable judgment of a court of competent
      jurisdiction.

              


      

       

      
        	
                2.11

              	
                “Licensed
      Products” means tangible materials, which in the course of manufacture,
      use, sale, or importation, would be within the scope of one or more claims
      of the Licensed Patent Rights that have not expired or been held
      unpatentable, invalid or unenforceable by an unappealed or unappealable
      judgment of a court of competent
jurisdiction.

              


      

       

      
        
           

        

        
          Page 2 of
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                2.12

              	
                “Licensed
      Territory” means the geographical area identified in
      Appendix B.

              


      

       

      
        	
                2.13

              	
                “Net
      Sales” means the total gross receipts for sales of Licensed Products or
      practice of Licensed Processes by or on behalf of Taconic, and from
      leasing, renting, or otherwise making Licensed Products available to
      others without sale or other dispositions, whether invoiced or not, less
      returns and allowances, packing costs, insurance costs, freight out, taxes
      or excise duties imposed on the transaction (if separately invoiced), and
      wholesaler and cash discounts in amounts customary in the trade to the
      extent actually granted.  No deductions shall be made for
      commissions paid to individuals, whether they are with independent sales
      agencies or regularly employed by Taconic, and on its payroll, or for the
      cost of collections.  The cost of Taconic’s Long Evans Rats
      shall not be included in the calculations of Net Sales (if separately
      invoiced or if invoiced as a separate line
  item.)

              


      

       

      
        	
                2.14

              	
                “Practical
      Application” means to manufacture in the case of a composition or product,
      to practice in the case of a process or method, or to operate in the case
      of a machine or system; and in each case, under these conditions as to
      establish that the invention is being utilized and that its benefits are
      to the extent permitted by law or Government regulations available to the
      public on reasonable terms.

              


      

       

      
        	
                2.15

              	
                “Third
      Parties” means all persons who are not parties to this
      agreement.

              


      

       

      
        	
                2.16

              	
                “Trademarks”
      means the trademarks identified in Appendix
A.

              


      

       

      
        	
                3.

              	
                GRANT OF
      RIGHTS

              


      

       

      
        	
                3.1

              	
                Samaritan
      grants Taconic, subject to the terms and conditions of this Agreement, an
      exclusive license under the Licensed Patent Rights in the Licensed
      Territory to sell the Licensed Products in the Licensed Fields of Use
      only.

              


      

       

      
        	
                3.2

              	
                Samaritan
      grants Taconic, subject to the terms and conditions of this Agreement, a
      nonexclusive license under the Licensed Patent Rights in the Licensed
      Territory to make the Licensed Products and to make and use Licensed
      Processes in the Licensed Fields of Use
only.

              


      

       

      
        	
                3.3

              	
                Samaritan
      retains the right to grant licenses under the Licensed Patent Rights in
      the Licensed Territory to make and to use, but not to sell the Licensed
      Products and Licensed Processes in the Licensed Fields of
    Use.

              


      

       

      
        	
                3.4

              	
                Samaritan
      hereby authorizes Taconic to use the Trademarks of Samaritan in the
      Licensed Territory on or in relation to Licensed Product for the purpose
      only of exercising its rights and performing its obligations under this
      Agreement provided that Taconic shall ensure that each reference to and
      use of any of the Trademarks is in a manner from time to time approved by
      Samaritan and where appropriate is accompanied by an acknowledgement, in a
      form approved by Samaritan that the same is a registered Trademark of
      Samaritan.

              


      

       

      
        	
                3.5

              	
                This
      Agreement confers no license or rights by implication, estoppel, or
      otherwise under any patent applications or patents of Samaritan other than
      the Licensed Patent Rights regardless of whether these patents are
      dominant or subordinate to the Licensed Patent
      Rights.  Samaritan covenants that it will not assert against
      Taconic any patents of Samaritan that would be infringed by Taconic’s
      exercise of the rights granted to it under this Agreement, including
      without limitation, the use Licensed Process or the making and sale of the
      Licensed Product.

              


      

       

      
        
           

        

        
          Page 3 of
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                4.

              	
                SUBLICENSING

              


      

       

      
        	
                4.1

              	
                Taconic
      has the right to sublicense to Affiliates provided that the terms and
      conditions of any sublicense do not conflict with the terms and conditions
      of this Agreement in any material respect.  With each
      sublicense, Samaritan must first receive written notice, signed on behalf
      of both Taconic and the Affiliate:  (1) stating that the
      Affiliate intends to exercise such rights, and (2) agreeing that the
      Affiliate and Taconic shall be jointly and severally liable for all
      obligations to Samaritan under the sublicense arising from the activities
      of that Affiliate.  The activities of the Affiliate under the
      sublicense shall then be deemed to be the activities of
      Taconic.  The rights of an Affiliate under the sublicense shall
      terminate if Taconic’s rights under the Agreement terminate.  An
      Affiliate may not sublicense, assign or otherwise transfer any rights
      under the sublicense.

              


      

       

      
        	
                4.2

              	
                Taconic
      has the right to sublicense to Customer, the right to use the Licensed
      Products in the Licensed Fields of Use as set forth in Appendix
      H.

              


      

       

      
        	
                5.

              	
                STATUTORY AND
      SAMARITAN REQUIREMENTS AND RESERVED GOVERNMENT
    RIGHTS

              


      

       

      
        	
                5.1

              	
                Taconic
      agrees to provide Samaritan with Long Evans Rats and shall charge the
      amount of ____ off of Taconic’s list price for each
      rat.  Taconic agrees to provide Samaritan with Licensed Product
      for Samaritan research use and shall charge the amount of ___ off
      Taconic’s list price for the conduct of the Licensed Process on each
      Licensed Product.  Samaritan shall not resell or transfer any
      Long Evans Rats or any Licensed Product obtained from Taconic to any
      entity that is not an Affiliate of
Samaritan.

              


      

       

      
        	
                5.2

              	
                Taconic
      agrees that Licensed Product made, used or sold throughout the United
      States shall be substantially manufactured in the United States, unless a
      written waiver is obtained in advance from
  Samaritan.

              


      

       

      
        	
                6.

              	
                ROYALTIES AND
      REIMBURSEMENT

              


      

       

      
        	
                6.1

              	
                Taconic
      agrees to pay Samaritan a noncreditable, nonrefundable license issue
      royalty as set forth in Appendix C.

              


      

       

      
        	
                6.2

              	
                Taconic
      agrees to pay Samaritan earned royalties on a country-by-country basis in
      the amount set forth in Appendix C.  Notwithstanding the
      forgoing, in the event that Samaritan has not been granted a patent in one
      or more countries on or before December 31, 2014, then upon written
      request of Taconic,  Samaritan agrees to renegotiate in good
      faith the royalties to be paid by
Taconic.

              


      

       

      
        	
                6.3

              	
                A
      patent or patent application licensed under this Agreement shall cease to
      fall within the Licensed Patent Rights for the purpose of computing earned
      royalty payments in any given country on the earliest of the dates
      that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      application has been abandoned and not
  continued;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      patent expires or irrevocably lapses;
or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      claim has been held to be invalid or unenforceable by an unappealed or
      unappealable decision of a court of competent jurisdiction or
      administrative agency.

              


      

       

      
        	
                6.4

              	
                No
      multiple royalties shall be payable because any Licensed Product or
      Licensed Processes are covered by more than one of the Licensed Patent
      Rights.

              


      

       

      
        	
                6.5

              	
                On
      sales of Licensed Product by Taconic made in other than an arms-length
      transaction, the value of the Net Sales attributed under this Article 6 to
      this transaction shall be that which would have been received in an
      arms-length transaction, based on sales of like quantity and quality
      products on or about the time of this
  transaction.

              


      

       

      
        
           

        

        
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                7.

              	
                TRADEMARK AND PATENT
      FILING, PROSECUTION, AND
MAINTENANCE

              


      

       

      
        	
                7.1

              	
                Samaritan
      agrees to take responsibility for the preparation, filing, prosecution,
      and maintenance of any and all patent applications or patents included in
      the Licensed Patent Rights. Samaritan shall keep Taconic reasonably
      informed of the status of any patent application and patent included in
      the Licensed Patent Rights and shall promptly notify Taconic of the filing
      of any additional patent applications and of the issuance of any patent
      within the Licensed Patent Rights.

              


      

       

      
        	
                7.2

              	
                In
      order to maintain the integrity of Samaritan’s Patents and Trademarks,
      Taconic shall not: 1) make any modification to the Licensed Product or
      it’s Trademark; 2) alter, obscure, remove or tamper with any trademarks,
      markings, numbers, labels, indication of the source of origin, or other
      means of identification used on or in relation to the Licensed Product; 3)
      use the Trademarks in any way which might prejudice their distinctiveness
      or validity or the goodwill of Samaritan therein; 4) use in relation to
      the Licensed Product any trademarks other than the Trademarks without
      obtaining the written consent of Samaritan; or 5) use or make any
      application for registration in the Licensed Territory of any trademarks
      or trade names so resembling any Trademark or trade name of Samaritan as
      to be likely to cause confusion or
deception.

              


      

       

      
        	
                7.3

              	
                With
      regard to expenses associated with the preparation, filing, prosecution,
      and maintenance of all patent applications and patents included within the
      Licensed Patent Rights and incurred by Samaritan prior to the effective
      date of this Agreement, Taconic shall not owe any amount to Samaritan,
      either as an additional royalty or as a license issue
  fee.

              


      

       

      
        	
                7.4

              	
                With
      regard to expenses associated with the preparation, filing, prosecution,
      and maintenance of all patent applications and patents included within the
      Licensed Patent Rights and incurred by Samaritan on or after the effective
      date of this Agreement, Taconic shall not owe any amount to
      Samaritan.

              


      

       

      
        	
                8.

              	
                RECORD
      KEEPING

              


      

       

      
        	
                8.1

              	
                Taconic
      agrees to keep accurate and correct records of Licensed Products made,
      used, sold, or imported and Licensed Processes practiced under this
      Agreement appropriate to determine the amount of royalties due
      Samaritan.  These records shall be retained for at least five
      (5) years following a given reporting period and shall be, upon reasonable
      prior written request by Samaritan which request shall be no more frequent
      than once each calendar year, available during normal business hours for
      inspection by an independent accountant or other designated independent
      auditor of Samaritan for the sole purpose of verifying reports and royalty
      payments hereunder.  The independent accountant or auditor shall
      only disclose to Samaritan information relating to the accuracy of reports
      and royalty payments made under this Agreement.  If an
      inspection shows an underreporting or underpayment in excess of _____
      percent (____%) for any twelve (12) month period, then Taconic shall
      reimburse Samaritan for the cost of the inspection at the time Taconic
      pays the unreported royalties, including any additional
      royalties.  All royalty payments required under this Paragraph
      shall be due within sixty (60) days of the date Samaritan provides Taconic
      notice of the payment due.

              


      

       

      
        	
                8.2

              	
                Taconic
      agrees to have an audit of sales and royalties conducted by an independent
      auditor at least every year if annual sales of the Licensed Products or
      Licensed Processes are over ________ dollars_____.  The audit
      shall address, at a minimum, the amount of gross sales of Licensed Product
      or Licensed Process by or on behalf of Taconic during the audit period,
      terms of the license as to percentage or fixed royalty to be remitted to
      Samaritan, the amount of royalties owed to Samaritan under this Agreement,
      and whether the royalties owed have been paid to Samaritan and is
      reflected in the records of the Taconic.  The audit shall also
      indicate Samaritan license number and the time period being
      audited.  A report certified by the auditor shall be submitted
      promptly by the auditor directly to Samaritan on
      completion.  Taconic shall pay for the entire cost of the
      audit.

              


      

       

      
        
           

        

        
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                9.

              	
                REPORTS ON PROGRESS,
      BENCHMARKS, SALES, AND
PAYMENTS

              


      

       

      
        	
                9.1

              	
                Prior
      to signing this Agreement, Taconic has provided Samaritan with the
      Commercial Development Plan in Appendix E, under which Taconic intends to
      bring the subject matter of the Licensed Patent Rights to the point of
      Practical Application.  This Commercial Development Plan is
      hereby incorporated by reference into this Agreement.  Based on
      this plan, performance Benchmarks are determined as specified in Appendix
      D.

              


      

       

      
        	
                9.2

              	
                Taconic
      shall provide written annual reports on its product development progress
      or efforts to commercialize under the Commercial Development Plan for each
      of the Licensed Fields of Use within fifteen (15) days after December 31
      of each calendar year.  These progress reports shall include,
      but not be limited to: production, marketing, importing, exporting and
      sales during the preceding calendar year, as well as, plans for the
      present calendar year.  Samaritan also encourages these reports
      to include information on any of Taconic’s public service activities that
      relate to the Licensed Patent Rights.  If reported progress
      differs from that projected in the Commercial Development Plan and
      Benchmarks, Taconic shall explain the reasons for such
      differences.  In any annual report, Taconic may propose
      amendments to the Commercial Development Plan, acceptance of which by
      Samaritan may not be denied unreasonably.  Taconic agrees to
      provide any additional information reasonably required by Samaritan to
      evaluate Taconic’s performance under this Agreement.  Taconic
      may amend the Benchmarks at any time upon written approval by
      Samaritan.  Samaritan shall not unreasonably withhold approval
      of any request of Taconic to extend the time periods of this schedule if
      the request is supported by a reasonable showing by Taconic of diligence
      in its performance under the Commercial Development Plan and toward
      bringing the Licensed Products to the point of Practical
      Application.

              


      

       

      
        	
                9.3

              	
                Taconic
      shall report to Samaritan the dates for achieving Benchmarks specified in
      Appendix D and the First Commercial Sale in the Licensed Territory within
      thirty (30) days of such
occurrences.

              


      

       

      
        	
                9.4

              	
                Taconic
      shall submit within ten (10) days after each calendar quarter ending March
      31, June 30, September 30 and December 31 to Samaritan, for the purpose of
      reporting financial numbers into Samaritan’s Securities and Exchange
      filings, an internal report, setting forth for the preceding quarter
      period the amount of the Licensed Products sold or Licensed Processes
      practiced by or on behalf of Taconic in each country within the Licensed
      Territory, the Net Sales, and the amount of royalty accordingly
      due.  Within sixty (60) days of each calendar quarter ending,
      Taconic shall submit a royalty report, as described in the example in
      Appendix F and a payment of earned royalties due.  If no earned
      royalties are due to Samaritan for any reporting period, the written
      report shall so state.  The royalty report shall be certified as
      correct by an authorized officer of Taconic and shall include a detailed
      listing of all deductions made under Paragraph 2.10 to determine Net Sales
      made under Article 6 to determine royalties
due.

              


      

       

      
        	
                9.5

              	
                Royalties
      due under Article 6 shall be paid in U.S. dollars and payment options are
      listed in Appendix G.  For conversion of foreign currency to
      U.S. dollars, the conversion rate shall be the New York foreign exchange
      rate quoted in The Wall
      Street Journal on the day that the payment is due, and any loss of
      exchange, value, taxes, or other expenses incurred in the transfer or
      conversion to U.S. dollars shall be paid entirely by
      Taconic.  The royalty report required by Paragraph 9.4 shall be
      mailed to Samaritan at its address for Agreement Notices indicated on the
      Signature Page.

              


      

       

      
        	
                9.6

              	
                Taconic
      shall be solely responsible for determining if any tax on royalty income
      is owed outside the United States and shall pay this tax and be
      responsible for all filings with appropriate agencies of foreign
      governments.

              


      

       

      
        
           

        

        
          Page 6 of
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                9.7

              	
                A
      penalty may be assessed by Samaritan on any payment that is more than
      thirty (30) days overdue at the rate of ____ percent (___) per month on
      the amount overdue.  This interest rate may be applied
      retroactively from the original due date until the date of receipt by
      Samaritan of the overdue payment and the penalty payment.  The
      payment of any penalty shall not prevent Samaritan from exercising any
      other rights it may have as a consequence of the lateness of any
      payment.

              


      

       

      
        	
                10.

              	
                PERFORMANCE

              


      

       

      
        	
                10.1

              	
                Taconic
      shall use its reasonable commercial efforts to bring the Licensed Products
      and Licensed Processes to Practical Application.  “Reasonable
      commercial efforts” for the purposes of this provision shall include
      adherence to the Commercial Development Plan in Appendix E and performance
      of the Benchmarks in Appendix D.

              


      

       

      
        	
                10.2

              	
                Upon
      the First Commercial Sale, until the expiration or termination of this
      Agreement, Taconic shall use its reasonable commercial efforts to make
      Licensed Products reasonably available to the United States
      public.

              


      

       

      
        	
                10.3

              	
                Taconic
      agrees, within 60 days, and as part of its marketing and product
      promotion, to develop educational materials (e.g., brochures, website,
      etc.) directed to researchers detailing the Licensed Product and uses of
      the Licensed Products.

              


      

       

      
        	
                10.4

              	
                Taconic
      agrees to supply, to the Mailing Address for Agreement Notices indicated
      on the Signature Page, with one copy of Taconic’s packaging, artwork, and
      promotional material in electronic and hardcopy format for educational and
      display purposes on Samaritan website and Samaritan’s other promotional
      materials.

              


      

       

      
        	
                11.

              	
                INFRINGEMENT AND
      PATENT ENFORCEMENT

              


      

       

      
        	
                11.1

              	
                Samaritan
      and Taconic agree to notify each other promptly of each infringement or
      possible infringement of the Intellectual Property Rights, as well as, any
      facts which may affect the validity, scope, or enforceability of the
      Intellectual Property Rights of which either Party becomes
      aware.

              


      

       

      
        	
                11.2

              	
                Samaritan
      has the first right to defend Intellectual Property Rights against any
      infringers which Samaritan, in its sole discretion, decides is reasonable
      and necessary for it to undertake.  Samaritan shall bring or
      defend or may settle any such actions; provided, however, that Taconic
      shall be entitled in each instance to participate through counsel of its
      own selection and its own expense.  Samaritan shall have no
      right to join Taconic in any such actions.  Subject to approval
      by Taconic’s counsel, Taconic shall execute legal documents necessary for
      the prosecution of any infringement suit brought by
      Samaritan.  Any and all costs and expenses including legal fees
      incurred by Samaritan in connection with Samaritan bringing any action for
      infringement or defending any counterclaim of invalidity or action of a
      third party for declaratory judgment of non-infringement shall be paid by
      Samaritan.  In the event that Samaritan receives any settlement
      or recovers any compensation from any person or entity for infringement or
      alleged infringement of the Intellectual Property Rights, after Samaritan
      recovers any and all costs and expenses including legal fees incurred by
      Samaritan in connection therewith, Samaritan shall be entitled to retain
      _____ percent (____) of aggregate amount of any recovery or
      settlement.

              


      

       

      
        	
                11.3

              	
                If
      within ninety (90) days of such notice from Taconic, Samaritan fails to
      reasonably act to defend such Intellectual Property Rights against any
      infringers, Taconic shall have the right to defend the Intellectual
      Property Rights against any infringers at Taconic’s own
      cost.  In the event that Taconic receives any settlement or
      recovers any compensation from any person or entity for infringement or
      alleged infringement of the Intellectual Property Rights, Taconic shall be
      entitled to retain the amount of any such recovery or settlement minus
      payment of royalties due to
Samaritan.

              


      

       

      
        
           

        

        
          Page 7 of
21

          
            

          

        

        
           

        

      

      
        	
                11.4

              	
                In
      the event that a declaratory judgment action alleging invalidity of any of
      the Intellectual Property Rights shall be brought against Samaritan,
      Samaritan agrees to notify Taconic that an action alleging invalidity has
      been brought.  Samaritan does not represent that it shall
      commence legal action to defend against a declaratory action alleging
      invalidity.  Taconic shall take no action to compel Samaritan
      either to initiate or to join in any declaratory judgment
      action.  Should Samaritan be made a party to any suit by motion
      or any other action of Taconic, Taconic shall reimburse Samaritan for any
      costs, expenses, or fees, which Samaritan incurs as a result of the motion
      or other action.  Upon Taconic's payment of all costs incurred
      by Samaritan as a result of Taconic's joinder motion or other action,
      these actions by Taconic shall not be considered a default in the
      performance of any material obligation under this
    Agreement.

              


      

       

      
        	
                12.

              	
                WARRANTIES AND
      INDEMNIFICATION

              


      

       

      
        	
                12.1

              	
                Samaritan
      represents and warrants that (i) it has the full right, power and
      authority to enter into this Agreement and to grant the licenses granted
      to Taconic pursuant to this Agreement, (ii) that the Licensed Patent
      Rights have been properly filed naming all true inventors, and (iii) as of
      the Effective Date there are no pending or threatened lawsuits which
      include a claim that the Licensed Product or Licensed Process infringe a
      third party’s intellectual property
rights.

              


      

       

      
        	
                12.2

              	
                Samaritan
      does not warrant the validity of the Licensed Patent Rights and makes no
      representations whatsoever with regard to the scope of the Licensed Patent
      Rights, or that the Licensed Patent Rights may be exploited without
      infringing other patents or other intellectual property rights of third
      parties.

              


      

       

      
        	
                12.3

              	
                Samaritan
      makes no warranties, expressed or implied, of merchantability or fitness
      for a particular purpose of any subject matter defined by the claims of
      the Licensed Patent Rights or tangible materials related
      thereto.

              


      

       

      
        	
                12.4

              	
                Samaritan
      does not represent that it shall commence legal actions against third
      parties infringing the Licensed Patent
Rights.

              


      

       

      
        	
                12.5

              	
                Taconic
      shall indemnify and hold Samaritan, Samaritan Pharmaceuticals, Inc. and
      Georgetown University, its employees, students, fellows, agents, and
      consultants (the “Samaritan Indemnities”) harmless from and against all
      liability, demands, damages, expenses, and losses of third parties,
      including but not limited to death, personal injury, illness, or property
      damage, imposed upon the Samaritan Indemnities arising out of or in
      connection with any third party claim
regarding:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      use by or on behalf of Taconic, its directors, employees, or third parties
      of any Licensed Patent Rights; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      design, manufacture, distribution, or use of any Licensed Products,
      Licensed Processes or materials by Taconic, or other products or processes
      developed in connection with or arising out of the Licensed Patent
      Rights.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Provided,
      however that Taconic’s indemnification obligations under (a) and (b) shall
      not apply to any liability, damage, loss or expense to the extent that it
      is directly attributable to the negligent activities, reckless misconduct
      or intentional misconduct of the Samaritan Indemnities or to any claims
      that the Licensed Product or Licensed Process infringe the intellectual
      property rights of a third party.

              


      

       

      
        	
                12.6

              	
                Samaritan
      shall indemnify and hold harmless Taconic, its Affiliates, directors,
      employees, agents and consultants against all liability, demands, damages,
      expenses and losses arising out of any breach by Samaritan of the
      representations and warranties set forth in Section 12.1 of this
      Agreement.

              


      

       

      
        
           

        

        
          Page 8 of
21

          
            

          

        

        
           

        

      

      
        	
                12.7

              	
                Taconic
      agrees to maintain a liability insurance program consistent with sound
      business practice.

              


      

       

      
        	
                13.

              	
                TERM, TERMINATION, AND
      MODIFICATION OF RIGHTS

              


      

       

      
        	
                13.1

              	
                This
      Agreement is effective when signed by all parties, is subject to
      termination in accordance with all other relevant provisions hereof, shall
      continue in force for an initial period of _____ (____) years, and
      thereafter the agreement will automatically extend for consequent periods
      of ____ (____) years unless terminated by one of the parties with _____
      (____) months written notice of
termination.

              


      

       

      
        	
                13.2

              	
                In
      the event that Taconic is in default in the performance of any material
      obligations under this Agreement, and if the default has not been remedied
      within thirty (30) days after the date of notice in writing of the
      default, Samaritan may terminate this Agreement by written
      notice.

              


      

       

      
        	
                13.3

              	
                In
      the event that Taconic becomes insolvent, files a petition in bankruptcy,
      has such a petition filed against it, determines to file a petition in
      bankruptcy, or receives notice of a third party’s intention to file an
      involuntary petition in bankruptcy, Taconic shall immediately notify
      Samaritan in writing.  Furthermore, Samaritan shall have the
      right to terminate this Agreement immediately upon Taconic’s receipt of
      written notice.

              


      

       

      
        	
                13.4

              	
                Taconic
      shall have a unilateral right to terminate this Agreement in any country
      or territory by giving Samaritan ninety (90) days written notice to that
      effect, provided Taconic has paid all royalties owed to
      Samaritan.

              


      

       

      
        	
                13.5

              	
                Within
      ninety (90) days of expiration or termination of this Agreement under this
      Article 13, a final report shall be submitted by Taconic.  Any
      royalty payments, including those incurred but not yet paid (such as the
      full minimum annual royalty), and those related to patent expense, due to
      Samaritan shall become immediately due and payable upon termination or
      expiration.  Unless otherwise specifically provided for under
      this Agreement, upon termination or expiration of this Agreement, Taconic
      shall return all Licensed Products or other materials included within the
      Licensed Patent Rights to Samaritan or provide Samaritan with written
      certification of the destruction
thereof.

              


      

       

      
        	
                13.6

              	
                Samaritan
      shall have the right to terminate this agreement after 60 days notice to
      Taconic after the second anniversary of the Effective Date in any year
      that Taconic does not reach minimum annual revenues of USD
      ________.

              


      

       

      
        	
                14.

              	
                GENERAL
      PROVISIONS

              


      

       

      
        	
                14.1

              	
                Neither
      party may waive or release any of its rights or interests in this
      Agreement except in writing.  The failure of Samaritan to assert
      a right hereunder or to insist upon compliance with any term or condition
      of this Agreement shall not constitute a waiver of that right by Samaritan
      or excuse a similar subsequent failure to perform any of these terms or
      conditions by Taconic.

              


      

       

      
        	
                14.2

              	
                This
      Agreement constitutes the entire agreement between the Parties relating to
      the subject matter of the Licensed Patent Rights, Licensed Products and
      Licensed Processes, and all prior negotiations, representations,
      agreements, and understandings are merged into, extinguished by, and
      completely expressed by this
Agreement.

              


      

       

      
        	
                14.3

              	
                The
      provisions of this Agreement are severable, and in the event that any
      provision of this Agreement shall be determined to be invalid or
      unenforceable under any controlling body of law, this determination shall
      not in any way affect the validity or enforceability of the remaining
      provisions of this Agreement.

              


      

       

      
        	
                14.4

              	
                If
      either party desires a modification to this Agreement, the parties shall,
      upon reasonable notice of the proposed modification by the party desiring
      the change, confer in good faith to determine the desirability of the
      modification.  No modification shall be effective until a
      written amendment is signed by the signatories to this Agreement or their
      designees.

              


      

       

      
        
           

        

        
          Page 9 of
21

          
            

          

        

        
           

        

      

      
        	
                14.5

              	
                This
      agreement shall be governed by and be construed in accordance with the
      laws of the Republic of Ireland.  The Courts within the City of
      Dublin shall have exclusive jurisdiction over any dispute arising out from
      or in connection with this
Agreement.

              


      

       

      
        	
                14.6

              	
                The
      subject matter of this Agreement shall be governed by and construed in
      accordance with the laws of the country of Ireland (without reference to
      its choice of law principles), and to the exclusion of the law of any
      other forum, without regard to the jurisdiction in which any action or
      special proceeding may be instituted.  Each party hereto agrees
      to submit to the personal jurisdiction and venue of the state and/or
      federal courts located in Dublin, Ireland for resolution of all disputes
      arising out of, in connection with, or by reason of the interpretation,
      construction, and enforcement of this agreement, and hereby waives the
      claim or defense therein that such courts constitute an inconvenient
      forum.  As a material inducement for this agreement, each party
      specifically waives the right to trial by jury of any issues so
      triable.  If it becomes necessary for any party to institute
      legal action to enforce the terms and conditions of this Agreement, the
      prevailing party may be awarded reasonable attorneys fees, expenses, and
      costs.

              


      

       

      
        	
                14.7

              	
                All
      Agreement notices required or permitted by this Agreement shall be given
      by prepaid, first class, registered or certified mail or by an
      express/overnight delivery service provided by a commercial carrier,
      properly addressed to the other party at the address designated on the
      Signature Page, or to any other address as may be designated in writing by
      such other party.  Agreement notices shall be considered timely
      if such notices are received on or before the established deadline date or
      sent on or before the deadline date as verifiable by U.S. Postal Service
      postmark or dated receipt from a commercial carrier.  Parties
      should request a legibly dated U.S. Postal Service postmark or obtain a
      dated receipt from a commercial carrier or the U.S. Postal
      Service.  Private metered postmarks shall not be acceptable as
      proof of timely mailing.

              


      

       

      
        	
                14.8

              	
                This
      Agreement shall not be assigned by Taconic
  except:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                with
      the prior written consent of Samaritan, this consent shall not to be
      withheld unreasonably; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                as
      part of a sale or transfer of substantially the entire business of Taconic
      relating to operations which concern this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Taconic
      shall notify Samaritan within ten (10) days of any assignment of this
      Agreement by Taconic, and Taconic shall pay Samaritan, as an additional
      royalty, three (3) percent of the fair market value of any consideration
      received for any assignment of this Agreement within thirty (30) days of
      the assignment.

              


      

       

      
        	
                14.9

              	
                Taconic
      acknowledges that it is subject to and agrees to abide by local laws and
      regulations.

              


      

       

      
        	
                14.10

              	
                Taconic
      agrees to mark the Licensed Products or their packaging sold in the United
      States with all applicable U.S. patent numbers and similarly to indicate
      “Patent Pending” status.  All Licensed Products manufactured in,
      shipped to, or sold in other countries shall be marked in a manner to
      preserve Samaritan Licensed Patent Rights in those
    countries.

              


      

       

      
        	
                14.11

              	
                TACONIC
      WILL NOT BE LIABLE TO SAMARITAN FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL,
      EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES ARISING OUT OF
      THIS AGREEMENT OR THE EXERCISE OF TACONIC’S RIGHTS HEREUNDER, OR FOR LOSS
      OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES ARISING FROM OR RELATING
      TO ANY BREACH OF THIS AGREEMENT WHETHER BASED UPON WARRANTY, CONTRACT,
      TORT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF ANY NOTICE OF SUCH
      DAMAGES.

              


      

       

      
        
           

        

        
          Page 10
of 21

          
            

          

        

        
           

        

      

      
        	
                14.12

              	
                By
      entering into this Agreement, Samaritan does not directly or indirectly
      endorse any product or service provided, or to be provided, by Taconic
      whether directly or indirectly related to this
      Agreement.  Taconic shall not state or imply that this Agreement
      is an endorsement by Georgetown University, Samaritan Pharmaceuticals,
      Inc., or Samaritan.  Additionally, except for the use of the
      Trademarks, Taconic shall not use the names of Samaritan, Samaritan
      Pharmaceuticals, Inc. or Georgetown University or their employees in any
      advertising, promotional, or sales literature without the prior written
      approval of Samaritan.  Samaritan shall not use the names of
      Taconic or its Affiliates or their employees in any advertising,
      promotional, or sales literature without the prior written approval of
      Taconic.

              


      

       

      
        	
                14.13

              	
                The
      Parties agree to attempt to settle amicably any controversy or claim
      arising under this Agreement or a breach of this Agreement, except for
      appeals of modifications or termination decisions provided for in Article
      13.  Taconic agrees first to appeal any unsettled claims or
      controversies to the designated Samaritan official, or designee, whose
      decision shall be considered the final agency
      decision.  Thereafter, Taconic may exercise any administrative
      or judicial remedies that may be available
  within.

              


      

       

      
        	
                14.14

              	
                Nothing
      relating to the grant of a license, nor the grant itself, shall be
      construed to confer upon any person any immunity from or defenses under
      the antitrust laws or from a charge of patent misuse, and the acquisition
      and use of rights pursuant to 37 CFR Part 404 shall not be immunized from
      the operation of state or Federal law by reason of the source of the
      grant.

              


      

       

      
        	
                14.15

              	
                The
      provisions of this Agreement shall survive the Agreement’s termination for
      so long as may be necessary to give efficacy
  thereto.

              


      

       

      
        	
                14.16

              	
                The
      terms and conditions of this Agreement shall, at Samaritan’s sole option,
      be considered by Samaritan to be withdrawn from Taconic’s consideration
      and the terms and conditions of this Agreement, and the Agreement itself
      to be null and void, unless this Agreement is executed by the Taconic and
      a fully executed original is received by Samaritan within sixty (60) days
      from the date of Samaritan signature found at the Signature
      Page.

              


      

       

      
        	
                15.

              	
                FURTHER
      RESEARCH

              


      

       

      
        	
                15.1

              	
                TRINITY
      COLLEGE DUBLIN.  Either party may propose that Taconic fund
      additional research at Trinity College Dublin related to Licensed Product
      or to Licensed Know-How, entitled “Induction of an Alzheimer’s-Like
      Phenotype in Rats” and under the general direction of Dr. Marina Lynch, as
      principal investigator, under terms to be mutually
      agreed.  Neither party shall have any obligation to enter into
      such an agreement if mutually acceptable terms cannot be found. While the
      terms of any such agreement would be negotiated by the parties, it is the
      parties’ expectation that the agreement would be generally along the lines
      of Trinity College Dublin’s standard sponsored research agreement
      template, a copy of which has been provided to Taconic. In particular,
      rights under any patents or patent applications resulting from such
      research would be owned by Samaritan and governed by the terms of the
      research agreement, and would not necessarily be governed by the
      provisions of the present Agreement. It is the parties’ expectation that
      such a research agreement may provide, however, that any unpatented
      Know-How resulting from the research would be governed by the provisions
      of the present Agreement concerning Licensed Know-How. Before Samaritan
      may seek funding from a private, non-governmental entity other than
      Taconic to conduct research related to Licensed Products or Licensed
      Know-How, research for which Dr. Lynch would be principal investigator or
      co-principal investigator, Samaritan shall first present a formal or
      informal proposal to Taconic, inquiring whether Taconic might have an
      interest in funding the research. If Taconic expresses an interest within
      thirty days, then for an additional thirty days Taconic and Samaritan
      shall discuss whether mutually agreeable terms can be found for an
      agreement under which Taconic would support the research, as otherwise
      discussed above. Neither party shall have any obligation to enter into
      such an agreement if mutually acceptable terms cannot be found. Following
      the initial thirty-day period, or following the additional thirty-day
      period if applicable, Samaritan shall be free to discuss the proposed
      sponsored research project with other private sponsors, and to enter into
      an agreement concerning the sponsored research project with another
      private sponsor, upon such terms as Samaritan and the other party may find
      mutually agreeable, terms that may or may not be the same as those that
      had been discussed by Samaritan and Taconic. Taconic’s right of first
      review, as provided above, does not apply where funding is sought from a
      state or federal agency, only where funding is sought from a private,
      non-governmental entity. Except as expressly provided in this Paragraph,
      nothing in this Agreement shall be construed to limit the freedom of
      Samaritan from engaging in research in the same field that is covered by
      this Agreement.

              


      

       

      
        
           

        

        
          Page 11
of 21

          
            

          

        

        
           

        

      

      
        	
                15.2

              	
                _______
      COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
      “_______”.  Either party may propose that Taconic fund
      additional research through an ________ related to Licensed Product or to
      Licensed Know-How, under the general direction of _________, as principal
      investigator under terms to be mutually agreed.  Neither party
      shall have any obligation to enter into such an agreement if mutually
      acceptable terms cannot be found. While the terms of any such agreement
      would be negotiated by the parties, it is the parties’ expectation that
      the agreement would be generally along the lines of the ______’s standard
      sponsored research agreement template, a copy of which has been provided
      to Taconic. In particular, rights under any patents or patent applications
      resulting from such research would be owned by Samaritan and governed by
      the terms of the research agreement, and would not necessarily be governed
      by the provisions of the present Agreement. It is the parties’ expectation
      that such a research agreement may provide, however, that any unpatented
      Know-How resulting from the research would be governed by the provisions
      of the present Agreement concerning Licensed Know-How. Before Samaritan
      may seek funding from a governmental entity to conduct research related to
      Licensed Products or Licensed Know-How, research for which _____________
      would be principal investigator or co-principal investigator, Samaritan
      shall first present a formal or informal proposal to Taconic, inquiring
      whether Taconic might have an interest in funding the research. If Taconic
      expresses an interest within thirty days, then for an additional thirty
      days Taconic and Samaritan shall discuss whether mutually agreeable terms
      can be found for an agreement under which Taconic would support the
      research, as otherwise discussed above. Neither party shall have any
      obligation to enter into such an agreement if mutually acceptable terms
      cannot be found. Following the initial thirty-day period, or following the
      additional thirty-day period if applicable, Samaritan shall be free to
      discuss the proposed sponsored research project with other private
      sponsors, and to enter into an agreement concerning the sponsored research
      project with another private sponsor, upon such terms as Samaritan and the
      other party may find mutually agreeable, terms that may or may not be the
      same as those that had been discussed by Samaritan and
      Taconic.  Except as expressly provided in this Paragraph,
      nothing in this Agreement shall be construed to limit the freedom of
      Samaritan from engaging in research in the same field that is covered by
      this Agreement.

              


      

       

      
        


        
          
            

          



      

       

      SIGNATURES
BEGIN ON NEXT PAGE

       

       

       

       

      
        
           

        

        
          Page 12
of 21

          
            

          

        

        
           

        

      

      SAMARITAN
PATENT LICENSE
AGREEMENT

       

      SIGNATURE
PAGE

       

      For
Samaritan Pharmaceuticals Ireland Inc. Limited:

      


       

      


      
        	
                ___________________________________________

              	___________________ 
	
                Dr.
      Janet Greeson 

              	
                Date

              


      

      Chief
Executive Officer


      Mailing
Address for Agreement notices:

       

      Samaritan
Pharmaceuticals Ireland Inc. Limited

      C/O
Samaritan Pharmaceuticals, Inc.

      101
Convention Center Drive, Suite 310

      Las
Vegas, Nevada 89109

       

      For
Taconic Farms, Inc.:

      


      
        


        
          	
                  ___________________________________________

                	___________________ 
	
                  Printed
      Name 

                	
                  Date

                


        

        Title

      

      


      Official
and Mailing Address for Agreement notices:

      Taconic
Farms, Inc.

      1 Hudson
City Centre

      Hudson,
NY 12534

       

       

      
 

      
        
           

        

        
          Page 13
of 21

          
            

          

        

        
           

        

      

      APPENDIX A – PATENT(S) OR
PATENT APPLICATION(S) AND TRADEMARK(S)

       

      Trademark
(s)

       

      
        	
                 
      

              	
                a)

              	
                Samaritan
      Alzheimer’s Rat Model

              


      

       

      
        	
                 
      

              	
                b)

              	
                Samaritan
      FAB Rat Model

              


      

       

      Patent(s)
or Patent Application(s):

      


       

      
        	
                Title

              	
                Country

              	
                Application
      Serial Number

              	
                Patent
      Grant Number

              	
                Priority
      Date

              	
                Filing
      Date

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                Australia 

              	
                2004220522
       

              	
                Pending

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                Canada 

              	
                2,518,407
       

              	
                Pending

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                China 

              	
                200480006554.7
       

              	
                Pending

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                European
      Patent Office 

              	
                04719774.4
       

              	
                Pending

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                Japan 

              	
                2006507086
       

              	
                Pending

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                United
      States of America 

              	
                10/798,081
       

              	
                Pending

              	
                March
      12, 2003

              	
                March
      11, 2004

              
	
                Animal
      Model Simulating Neurologic Disease

              	
                PCT 

              	
                PCT/US2004/007457

              	
                N/A

              	
                March
      12, 2003 

              	
                March
      11, 2004 

              


      

      


       

       

      
        
           

        

        
          Page 14
of 21

          
            

          

        

        
           

        

      

      APPENDIX B – LICENSED FIELDS
OF USE AND TERRITORY

       

      
        	
                I. 

              	
                Licensed Fields of
      Use:

              


      

       

      
        	
                (a) 

              	
                Long
      Evans Rats with the Active Compound in the indication of
      Alzheimer’s

              


      

       

      
        	
                II. 

              	
                Licensed
      Territory:

              


      

       

      
        	
                (a) 

              	
                United  States

              


      

       

      
        	
                (b) 

              	
                Canada

              


      

       

      
        	
                (c) 

              	
                Europe

              


      

       

      
        	
                (d) 

              	
                Australia

              


      

       

      
        	
                (e) 

              	
                China

              


      

       

      
        	
                (f) 

              	
                Japan

              


      

       

       

      
        
           

        

        
          Page 15
of 21

          
            

          

        

        
           

        

      

      APPENDIX C –
ROYALTIES

       

      


       

       

      
        
           

        

        
          Page 16
of 21

          
            

          

        

        
           

        

      

      APPENDIX D – BENCHMARKS AND
PERFORMANCE

       

       

       

      
 

      
        
           

        

        
          Page 17
of 21

          
            

          

        

        
           

        

      

       

      APPENDIX  E –
COMMERCIAL DEVELOPMENT PLAN

       

       

       

       

       

      
        
           

        

        
          Page 18
of 21

          
            

          

        

        
           

        

      

      APPENDIX F – EXAMPLE ROYALTY
REPORT

       

       

       

       

       

      
        
           

        

        
          Page 19
of 21

          
            

          

        

        
           

        

      

      


      APPENDIX G – ROYALTY
PAYMENTS

       

      


      


      


      


      


       

      
 

      
        
           

        

        
          Page 20
of 21

          
            

          

        

        
           

        

      

      


      APPENDIX H – MODEL USE
AGREEMENT FOR CUSTOMERS

       

      The
following statement will be prominently noted in Taconic’s webpage for the
Samaritan Alzheimer’s Rat Model and any printed marketing material such as sales
catalogs.  Additionally a copy will be sent with any order
confirmation for the Samaritan Alzheimer’s Rat Model .

      


      The
Samaritan Alzheimer’s Rat Model (Taconic model # ) is produced and distributed
under rights to patents and intellectual property licensed from Samaritan
Pharmaceuticals Ireland Limited.  Purchasers agree and acknowledge the
following terms of use:

      


      
        	
                 
      

              	
                ·

              	
                Title
      to the Rat Model and biological materials derived from them remains with
      TACONIC FARMS, INC.

              


      

      
        	
                 
      

              	
                ·

              	
                The
      Rat Model will be used only for research purposes at Purchasers’
      location.

              


      

      
        	
                 
      

              	
                ·

              	
                The
      Rat Model will not be produced or manufactured for internal use or general
      sale.

              


      

      
        	
                 
      

              	
                ·

              	
                The
      Rat Model and biological materials derived from them will not be
      distributed to third parties or used for commercial
    purposes.

              


      

      
        	
                 
      

              	
                ·

              	
                Any
      publication, presentation, or public release of the results of the
      research using the Rat Models will duly acknowledge Taconic Farms, Inc.
      and Samaritan Pharmaceuticals, Inc. as the source of the Rat Model,
      referencing the Rat Model with the Taconic nomenclature and reference
      number and Recipient shall maintain the name designation, “The Samaritan
      Alzheimer’s Rat Model,” in all publications, presentations, or public
      release of the library name, and any clone derived
    therefrom.

              


      

      


      
 

       

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