peregrine_8k-ex1023.htm


    
      
        

      

      Exhibit 10.23

       

      


       

      LICENSE
AGREEMENT

      
 

      between

      


      


      LONZA
BIOLOGICS PLC

      
 

      and

       

       

      PEREGRINE
PHARMACEUTICALS INC

       

       

       

       

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      INDEX

       

      


      
        	
                ARTICLE

              	
                TITLE

              	
                PAGE

              
	
                1.

              	
                Definitions
      and Interpretation

              	
                3

              
	
                2.

              	
                Supply
      of Materials and Know-How

              	
                7

              
	
                3.

              	
                Ownership
      of Property and Intellectual Property

              	
                7

              
	
                4.

              	
                Licences

              	
                7

              
	
                5.

              	
                Payments

              	
                9

              
	
                6.

              	
                Royalty
      Procedures

              	
                10

              
	
                7.

              	
                Liability
      and Warranties

              	
                11

              
	
                8.

              	
                Confidentiality

              	
                12

              
	
                9.

              	
                Patents

              	
                13

              
	
                10.

              	
                Term
      and Termination

              	
                14

              
	
                11.

              	
                Assignment

              	
                15

              
	
                12.

              	
                Governing
      Law and Jurisdiction

              	
                16

              
	
                13.

              	
                Force
      Majeure

              	
                16

              
	
                14.

              	
                Illegality

              	
                16

              
	
                15.

              	
                Entire
      Agreement/Amendment/Waiver/Press Releases/Cost

              	
                17

              
	
                16.

              	
                Notice

              	
                17

              
	
                17.

              	
                Interpretation

              	
                18

              
	 
      	 
      	 
      
	
                SCHEDULE

              	 
      	 
      
	
                1

              	
                Patent
      Rights

              	
                20

              


      

      


       

       

       

       

      
 

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      THIS
AGREEMENT is made with effect from the first day of July 1998

      


      BETWEEN

      


      LONZA
BIOLOGICS PLC of 228 Bath Road, Slough, Berkshire SLI 4DY, England (hereinafter
referred to as "Biologics"), and

      


      PEREGRINE
PHARMACEUTICALS INC, (formerly known as TECHNICLONE CORPORATION) of 14282
Franklin Avenue, Tustin, CA 92780-7017, USA (hereinafter referred to as
"Licensee")

      


      WHEREAS

      


      A.           Biologics
is the proprietor of a system for gene expression utilising glutamine
synthetase, and

      


      B.           The
Licensee wishes to take a Licence under Intellectual Property (as hereinafter
defined) of which Biologics is the proprietor to commercially exploit a Product
(as hereinafter defined) in the form hereunder.

      


      NOW
THEREFORE the parties hereby agree as follows:

      


      1.           Definitions
and Interpretation

      


      "Affiliate"
means any company, partnership or other entity which directly or indirectly
controls, is controlled by or is under common control with the relevant party to
this Agreement. "Control" means the ownership of more than fifty percent (50%)
of the issued share capital or the legal power to direct or cause the direction
of the general management and policies of the party in question.

      


      "Cell
Lines" means those cell lines referred to in Clause 2.1.1(b) of the REA of which
Biologics is the proprietor or is otherwise entitled to use in accordance with
the terms set out herein.

      


      "Competing
Contract Manufacturer" means any party who undertakes or performs more than
fifty percent (50%) of its business as a third party manufacturer of monoclonal
antibodies and/or
therapeutic proteins or any product of a similar nature to that to which this
Agreement relates.

       

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      "Effective
Date" means the date first above written.

      


      "First
Commercial Sale" means the date of the first sale or other disposal of Product
for consideration by the Licensee pursuant to a New Drug Application that has
been approved by the Food & Drug Administration or the equivalent in the
appropriate jurisdiction.

      


      "Intellectual
Property" means Materials Know-How and Patent Rights.

      


      "Know-How"
means unpatented technical and other information including but without prejudice
to the generality of the foregoing ideas, concepts, inventions, discoveries,
data, formulae, specifications, procedures for experiments and tests and other
protocols, results of experimentation and testing, fermentation and purification
techniques and assay protocols.

      


      "Materials"
means the System and the Vectors, but excluding any gene proprietary to Licensee
inserted into the System for the purposes of producing Product.

      


      "Materials
Know-How" means Know-How specifically relating to the Materials of which
Biologics is the proprietor.

      


      "Net
Selling Price" means all monies received by or on behalf of Licensee in respect
of the sale of Product in the Territory less the following items to the extent
that they are paid or allowed and included in the invoice price:

      


      (a)           normal
discounts actually granted;

      


      (b)           credits
allowed for Product or other goods returned or not accepted by
customers;

      


      (c)           packaging,
transportation and prepaid insurance charges on shipments or deliveries to
customers;

      


      


       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d)           taxes
actually incurred and paid by Licensee in connection with the sale or delivery
of Product or other goods to customers;

      


      (e)           cost
of radio isotopes, including cost of radio labelling services, which are added
to Product prior to sale; and

      


      (f)           cost
of any other component that is added to the final antibody and that is necessary
for Product to produce its desired effect, including cost of conjugation
services which are added to Product.

      


      Upon any
sale or other disposal of Product by or on behalf of Licensee other than a bona
fide arms length transaction exclusively for money or upon any use of the
Product for purposes which do not result in a disposal of such Product in
consideration of sales revenue customary in the country of use, such sale, other
disposal or use shall be deemed to constitute a sale at the then current maximum
selling price in the country in which such sale, other disposal or use
occurs.

      


      For the
avoidance of doubt, the supply of Product free of charge or at cost as
commercial samples or for use in clinical studies or to third parties for
research, development or evaluation purposes shall not be included in this
provision

      


      "Patent
Rights" means the patents and applications short particulars of which are set
out in Schedule 1 hereto and all patents and applications thereof of any kind
throughout the world whether national or regional including but without
prejudice to the generality of the foregoing, author certificates, inventor
certificates, improvement patents, utility certificates and models and
certificates of addition and including any divisions, renewals, continuations,
extensions of reissue thereof.

      


      "Phase I
Clinical Studies" means a limited series of studies in patients or healthy
volunteers whose primary purpose is to evaluate the safety and pharmacokinetics
of a Product in any indication.

      


      "Phase II
Clinical Studies" means the initial trials of a Product in a clinical
development programme on a limited number of patients for the primary purpose of
evaluating safety, dose ranging and efficacy in the proposed therapeutic
indications.

      


      


       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      "Product"
means DNA/histone directed antibody of human or chimeric origin, in combination
with radio isotope or another component, of which antibody Licensee is the
proprietor and which is obtained by the expression of any one gene or of any
combination of genes by use of the Materials. For the avoidance of doubt, save
as expressly provided by Clause 4.4, this Agreement shall not entitle Licensee
to exploit the rights granted hereunder in respect of more than one antibody
without the prior written consent of Biologics.

      


      "REA"
means the Research Evaluation Agreement dated 25 April 1995 between Biologics'
predecessor in title, Celltech Therapeutics Limited, and Licensee's predecessor
in title, Cancer Therapeutics, Inc., as updated and consolidated in that certain
Research Evaluation Agreement between the parties dated

      


      "Strategic
Partner" means a party with whom Licensee has entered into a contractual
relationship to identify a therapeutic target for, or to collaborate in the
performance of research and development of, or to provide for the further
commercialisation of, a Product or a product of which the Strategic Partner is
the Proprietor. In no event may any entity that is primarily a Competing
Contract Manufacturer or a company which does not have independent operations
that will be materially relied on by Licensee for development of the relevant
Product be deemed a Strategic Partner for the purposes of this
Agreement.

      


      "Subsidiary"
means Avid Bioservices Inc., and each other Affiliate of Licensee

      


      "System"
means the glutamine synthetase gene expression system of which Biologics is the
proprietor, as the same is described in the Intellectual Property.

      


      "Territory"
means worldwide.

      


      "Valid
Claim" means a claim within the Patent Rights (including any re-issued and
unexpired patents) which has not been held unenforceable or invalid by the
decision of a court or other governmental agency of competent jurisdiction
unappealable or unappealed within the time allowed for appeal and which has not
been admitted to be invalid or unenforceable through re-issue or disclaimer or
otherwise.

      


      


       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      "Vectors"
means those vectors containing the System referred to in clause 2.1.1 (a) of the
REA.

      


      "Year"
means a twelve (12) month period from the Effective Date hereof or an
anniversary of the Effective Date.

      


      2.           Supply
of Materials and Know-How

      


      
        	
                 
      

              	
                2.1

              	
                Following
      the signature of this Agreement by both parties and receipt of the payment
      specified in Clause 5.1 hereof Licensee shall be entitled to retain and
      use, in accordance with this Agreement, the Materials and Materials
      Know-How supplied by Biologics under the REA prior to 1st June 2004. For
      the avoidance of doubt, this Agreement does not impair the rights of
      Licensee under the REA to use the Materials and Materials Know-How in
      accordance with the terms of the
REA.

              


      

      


      3.           Ownership
of Property and Intellectual Property

      


      
        	
                 
      

              	
                3.1

              	
                It
      is hereby acknowledged and agreed that any and all property and
      Intellectual Property in the Materials is vested in Biologics, and any and
      all property and intellectual property in the Products and any gene
      belonging to the Licensee that is inserted into the System is vested in
      Licensee.

              


      

      


      3.2           The
provisions of this Clause 3 shall survive termination of this
Agreement.

      


      4.           Licences

      


      
        	
                 
      

              	
                4.1

              	
                Biologics
      hereby grants to Licensee a worldwide non-exclusive licence to use the
      System, the Cell Lines, the Materials, and the Intellectual Property to
      develop, manufacture, market and sell
Product.

              


      

      


      
        	
                 
      

              	
                4.2

              	
                The
      Licensee hereby undertakes not to make any modifications or adaptations to
      the Materials or the Cell Lines during the subsistence of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                4.3

              	
                Subject to the provisions of this
      Clause 4.3, Licensee shall be entitled to grant one or more sublicences to
      the rights granted by Clause 4.1 to third parties for the purposes of any
      such third party manufacturing, or assisting in the manufacture of, a
      Product for Licensee provided
always:

              


      

       

       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      4.3.1   Licensee
shall ensure such sublicensee's use of the Materials, the Cell Lines, the
Intellectual Property and the Product is undertaken solely for the purpose of
establishing a manufacturing process for Product, or producing Product, for
Licensee; and

       

      4.3.2   The
sublicensee shall not, by virtue of this Agreement, be granted any right or
licence, either express or implied, under any patent or proprietary right vested
in Biologics or otherwise, to use the Materials, the Intellectual Property or
the Product other than for the purposes of establishing a manufacturing Process
for Product or producing Product for Licensee and Licensee agrees to ensure that
such sublicensee shall not assign, transfer, further sublicense or otherwise
make over the benefit or the burden of the rights granted to it pursuant to this
Agreement; and

      


      4.3.3   Any
sublicence granted shall be expressly subject and subordinate to the terms of
this Agreement, and it shall be Licensee's responsibility to ensure the strict
adherence by any sublicensee hereunder to the terms and conditions of this
Agreement; and

      


      4.3.4   Prior
to the grant of any sublicence pursuant to this Clause 4 (other than a
sublicence to any Affiliate of Licensee), Licensee shall obtain the written
consent of Biologics (such consent not to be unreasonably withheld or delayed),
to the grant of such sublicence. Licensee shall notify Biologics of any
sublicence to any Affiliate of Licensee within thirty (30) days of signature of
such sublicence.

      


      
        	
                 
      

              	
                4.4

              	
                Notwithstanding
      the fact that the rights granted in Clause 4.1 relate only to a single
      molecule which falls within the definition of Product, the Licensee shall
      be entitled to conduct Phase I and Phase II Clinical Studies on more than
      one (1) antibody which antibodies otherwise satisfy the definition of
      Product. These additional rights are granted on the understanding that
      they are exploited in every other way in accordance with, and are subject
      to, the terms of this Agreement (including specifically Clause 5 below)
      and on the understanding Licensee shall identify in writing to Biologics
      the specific Product antibody it intends to proceed to develop beyond
      Phase II Clinical Studies prior to embarking on such further
      development.

              


      

       

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                4.5

              	
                Licensee
      may provide plasmid vectors containing the DNA sequence encoding Product
      and cell lines containing those plasmid vectors (hereafter "Licensee
      Materials"), but not the Materials themselves, to one or more third
      parties for analysis and testing purposes associated with the manufacture
      of Product (for example in relation to the integrity of the DNA sequence),
      subject to the following provisos:

              


      

      


      (a)           Licensee
shall obtain the written consent of Biologics prior to any disclosure to a third
party, such consent not to be unreasonably withheld or delayed; and

      


      (b)           Licensee
shall have obtained from each such third party an agreement that such third
party shall not use the Licensee Materials for any purpose except as set out
above in this clause 4.5, shall not disclose the Licensee Materials to any other
third party and shall destroy the Licensee Materials upon the conclusion of its
engagement.

      


      5.           Payments

      


      
        	
                 
      

              	
                5.1

              	
                In
      consideration of the licence granted to Licensee pursuant to Clause 4.1
      hereof, Licensee shall pay Biologics as
follows:

              


      

      


      
        
          	
                	
                  5.1.1 

                	
                  [***]
      within thirty (30) days of execution of this Agreement;
  and

                


        

      

      


      
        
          	
                	
                  5.1.2 

                	
                  a
      royalty of  [***]
      of the Net Selling Price in respect of Product manufactured by Biologics,
      Licensee or any of Licensee's Affiliates, including Avid Bioservices
      Inc.

                


        

      

      


      
        	
                 
      

              	
                5.2

              	
                In
      consideration for the right to sublicense the rights granted by Clause 4.1
      pursuant to Clause 4.3 to a Strategic Partner, Licensee shall pay
      Biologics as follows:

              


      

       

       

       

       

       

       

      
        [***] The
following portion has been omitted pursuant to a Confidential Treatment Request
under Rule 24b-2 of the Securities Exchange Act of 1934 and has been filed
separately with the Securities and Exchange Commission.

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  5.2.1 

                	
                  [***]
      per sublicence per annum during which the sublicence in question subsists,
      beginning upon completion of patient recruitment for Phase II clinical
      trials; and

                


        

      

      


      
        
          	
                	
                  5.2.2 

                	
                  a
      royalty of  [***]
      of the Net Selling Price of Product Manufactured by such Strategic
      Partner.

                


        

      

      


      
        	
                 
      

              	
                5.3

              	
                In
      consideration for the right to sublicense the rights granted by Clause 4.1
      pursuant to Clause 4.3 to parties other than those expressly permitted
      under clauses 5.1 and 5.2 above, Licensee shall pay Biologics as
      follows:

              


      

      


      
        
          	
                	
                  5.3.1 

                	
                  [***]
      per sublicence per annum during which the sublicence in question subsists,
      which sum shall fall due on the commencement date of the relevant
      sublicence and on each anniversary of the commencement date of the
      relevant sublicence; and

                


        

      

      


      
        
          	
                	
                  5.3.2 

                	
                  a
      royalty of  [***]
      of the Net Selling Price of Product manufactured by a
      sublicensee.

                


        

      

      


      
        	
                 
      

              	
                5.4

              	
                Notwithstanding
      the foregoing provisions of this Clause 5, no amount shall be payable
      pursuant to Clause 5.2.2 or 5.3.2 with respect to a sub-licence if such
      sub-licence is not for the purpose of manufacturing, and does not permit
      or result in the manufacture of, Product for
  sale.

              


      

      


      6.           Royalty
Procedures

      


      
        	
                 
      

              	
                6.1

              	
                Licensee
      shall keep true and accurate records and books of account containing all
      data necessary for the calculation of royalties payable to Biologics. Such
      records and books of account shall, upon reasonable notice having been
      given by Biologics, be open at all reasonable times during business hours
      for inspection by Biologics or its duly authorised
      representative.

              


      

      


      
        	
                 
      

              	
                6.2

              	
                Subsequent to the commencement of
      Product sales, Licensee shall prepare a statement in respect of each
      calendar quarter which shall show for the quarter in question details of
      the sales of Product and the royalty due and payable to Biologics
      thereon.

              


      

      


       

       

       

       

       
[***] The following portion has been omitted pursuant
to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange
Act of 1934 and has been filed separately with the Securities and Exchange
Commission.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Such
statement shall be submitted to Biologics within thirty (30) days of the end of
the calendar quarter to which it relates together with a remittance for the
royalties due to Biologics.

      


      6.3           All
sums due under this Agreement:

       

      
        	
              	
                6.3.1 

              	
                shall
      be made in pounds sterling to Biologics. Payments due to Biologics in
      currencies other than pounds sterling shall first be calculated in the
      relevant local currency before being calculated at the rate of exchange
      ruling at the close of business on the day payment is due or made,
      whichever is earlier, provided always that where payment is made after the
      date provided therefore herein conversion shall be at the rate ruling at
      the date of payment if this is more favourable to Biologics. The rate of
      exchange shall be the mean value of the Pound Spot Rate in London first
      published in the Financial Times on the day following the day for
      determining such rates.

              


      

      


      
        
          	
                	
                  6.3.2 

                	
                  are
      exclusive of any Value Added Tax or of any other applicable taxes, levies,
      imposts, duties and fees of whatever nature imposed by or under the
      authority of any government or public authority which shall be paid by
      Licensee. The parties agree to co-operate in all respects necessary to
      take advantage of such double taxation agreements as may be
      available.

                


        

      

      


      
        	
                 
      

              	
                6.4

              	
                Where
      Biologics does not receive payment of any sum by the due date, interest
      shall accrue thereafter on the sum due and owing to Biologics at the rate
      of two percent (2%) over the base rate from time to time of Midland Bank
      plc, interest to accrue on a day to day basis without prejudice to
      Biologics' right to receive payment on the due
  date.

              


      

      


      7.           Liability
and Warranties

       

      
        	
                 
      

              	
                7.1

              	
                Biologics
      gives no representation or warranty that the Patent Rights which are
      patent applications will be granted or if granted will be valid nor that
      the exercise of the rights granted to Licensee hereunder will not infringe
      other patent rights or intellectual property rights vested in Biologics or
      any third party.

              


      

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                7.2

              	
                The
      Licensee hereby acknowledges that in order to exploit the rights contained
      herein the Licensee may require licences under Biologics patent rights
      other than those herein licensed or under third party patent rights
      (including those vested in Affiliates of Biologics) that may be infringed
      by the use by the Licensee of the rights licensed herein and it is hereby
      agreed that it shall be the Licensee's responsibility to satisfy itself as
      to the need for such licences and if necessary to obtain such licences. No
      licence is granted save as expressly provided herein and no licence in
      addition thereto shall be deemed to have arisen or be implied by way of
      estoppel or otherwise.

              


      

      


      
        	
                 
      

              	
                7.3

              	
                Licensee
      shall indemnify and hold harmless Biologics and its officers, servants and
      agents at all times in respect of any and all losses, damages, costs and
      expenses suffered or incurred as a result of any contractual, tortious or
      other claims or proceedings by third parties against Biologics arising in
      any way out of the exercise by Licensee of any of the rights granted to it
      under this Agreement, and in particular, product liability claims or
      proceedings.

              


      

      


      
        	
                 
      

              	
                7.4

              	
                Any
      condition or warranty other than those relating to title which might
      otherwise be implied or incorporated within this Agreement by reason of
      statute or common law or otherwise is hereby expressly
      excluded.

              


      

      


      
        	
                 
      

              	
                7.5

              	
                The
      terms of this Clause 7 shall survive termination of the Agreement for
      whatever reason.

              


      

      


      8.           Confidentiality

      


      
        	
                 
      

              	
                8.1

              	
                Licensee expressly acknowledges
      that the Materials Know-How and any other Know-How with which it is
      supplied by Biologics pursuant to this Agreement is supplied in
      circumstances imparting an obligation of confidence and Licensee agrees to
      keep such Know How or Materials Know-How secret and confidential and to
      respect Biologics' proprietary rights therein and to use the same for the
      sole purpose of this Agreement and not during the period of this Agreement
      or at any time for any reason whatsoever to disclose or permit to be
      disclosed such Know How or Materials Know-How to any third party. Licensee
      shall procure that only its employees shall have access to the Know How or
      Materials Know-How on a need to know basis and that all such employees
      shall be informed of their secret and confidential nature and shall be
      subject to the same obligations as Licensee pursuant to this Clause 8.1,
      subject to applicable law.

              


      

       

      
        	
                 
      

              	
                8.2

              	
                Licensee
      hereby undertakes and agrees to keep the Materials and the Cell Lines
      secure and safe from loss, damage, theft, misuse and unauthorised access
      and shall procure that the Materials and the Cell Lines shall be made
      available only to employees of Licensee and other permitted persons under
      clause 4.5 above on a need to know basis and subject to the same
      obligations of confidence as provided in Clause 8.1 hereof, and to use the
      same for the sole purpose of this
Agreement.

              


      

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                8.3

              	
                Both
      parties undertake and agree not to at any time for any reason whatsoever
      disclose or permit to be disclosed to any third party or otherwise make
      use of or permit to be made use of any trade secrets or confidential
      information relating to the business affairs or finances of the other or
      of any suppliers, agents, distributors, licensees or other customers of
      the other which comes into their possession pursuant to this
      Agreement.

              


      

      


      
        	
                 
      

              	
                8.4

              	
                The
      obligations of confidence referred to in this Clause 8 shall not extend to
      any information which:

              


      

      


      
        
          
            	
                  	
                    8.4.1 

                  	
                    is
      or shall become generally available to the public otherwise than by reason
      of a breach by the recipient party of the provisions of this Clause
      8;

                  


          

        

      

      


      
        
          	
                	
                  8.4.2 

                	
                  is
      known to the recipient party and is at its free disposal prior to its
      receipt from the other;

                


        

      

      


      
        
          	
                	
                  8.4.3 

                	
                  is
      subsequently disclosed to the recipient party without obligations of
      confidence by a third party owing no such obligations in respect thereof;
      and

                


        

      

       

      
        
          	
                	
                  8.4.4 

                	
                  Biologics
      or Licensee may be required to disclose to a government agency for the
      purpose of any statutory, regulatory or similar legislative requirement
      applicable to the production of Product or to meet the requirements of any
      Stock Exchange to which the parties may be subject but only to the extent
      such disclosure is required, and subject to obligations of secrecy
      wherever possible.

                


        

      

      


      
        	
                 
      

              	
                8.5

              	
                The
      obligations of both parties under this Clause 8 shall survive the expiry
      or termination of this Agreement for whatever
  reason.

              


      

      


      
        	
                9. 

              	
                Patents

              


      

      


      
        	
              	
                9.1 

              	
                Biologics
      hereby undertakes and agrees that at its own cost and expense it
      will:

              


      

      


      
        
          	
                	
                  9.1.1 

                	
                  prosecute
      or procure prosecution of such of the Patent Rights which are patent
      applications diligently to grant so as to secure the best commercial
      advantage obtainable so far as it is reasonable to do so with reference to
      Biologics' commercial considerations;
and

                


        

      

      


      
        
          	
                	
                  9.1.2 

                	
                  pay
      or procure payment of all renewal fees in respect of the Patent Rights
      valid and subsisting for the full term thereof and in particular will
      procure such renewal of the registrations thereof as may be necessary from
      time to time so far as it is reasonable to do so with particular reference
      to commercial considerations.

                


        

      

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                9.2

              	
                Licensee
      shall promptly notify Biologics in writing of any infringement or improper
      or unlawful use of or of any challenge to the validity of the Patent
      Rights and/or Materials Know-How that shall become known to the senior
      executives of Licensee. Biologics undertakes and agrees to take all such
      steps and proceedings and to do all other acts and things as may in
      Biologics' sole discretion be necessary to restrain any such infringement
      or improper or unlawful use or to defend such challenge to validity and
      Licensee shall permit Biologics to have the sole conduct of any such steps
      and proceedings including the right to settle them whether or not Licensee
      is a party to them. Licensee hereby agrees to co-operate fully with
      Biologics at its own cost and expense lending its name to the proceedings
      as may be necessary.

              


      

       

      Biologics
shall be entitled to retain any and all monies received from such
proceedings.

      


      
        	
                10. 

              	
                Term
      and Termination

              


      

      


      
        
          	
                	
                  10.1 

                	
                  Unless
      terminated earlier in accordance with the provisions of this Clause 10 or
      Clause 13 or 14, this Agreement shall continue in force in each country of
      the world, until expiry of the last to expire of a period of fifteen (15)
      years from the date of First Commercial Sale or until expiry of the last
      Valid Claim, whichever is later always provided that this Agreement shall
      terminate before the expiry of the said fifteen (15) year period and after
      the expiry of the last Valid Claim if Biologics makes publicly available
      the Materials and the Materials
Know-How.

                


        

      

      


      
        
          	
                	
                  10.2 

                	
                  Licensee
      may terminate this Agreement by giving sixty (60) days notice in writing
      to Biologics.

                


        

      

      


      
        
          	
                	
                  10.3 

                	
                  Either
      Biologics or Licensee may terminate this Agreement forthwith by notice in
      writing to the other upon the occurrence of any of the following events
      :

                


        

      

      


      
        
          	
                	
                  10.3.1 

                	
                  if
      the other commits a breach of this Agreement which in the case of a breach
      capable of remedy shall not have been remedied within thirty (30) days of
      the r eceipt by the other of a notice identifying the breach and requiring
      its remedy.

                


        

      

      


      
        
          	
                	
                  10.3.2 

                	
                  if
      the other is unable to pay its debts or enters into compulsory or
      voluntary liquidation (other than for the purpose of effecting a
      reconstruction or amalgamation in such manner that the company resulting
      from such reconstruction or amalgamation if a different legal entity shall
      agree to be bound by and assume the obligations of the relevant party
      under this Agreement) or compounds with or convenes a meeting of its
      creditors or has a receiver appointed over all or any part of its assets
      or takes or suffers any similar action in consequence of a debt, or ceases
      for any reason to carry on
business.

                


        

      

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  10.4 

                	
                  If
      at any time during this Agreement Licensee directly or indirectly opposes
      or assists any third party to oppose the grant of letters patent or any
      patent application within any of the Patent Rights or disputes or directly
      or indirectly assists any third party to dispute the validity of any
      patent within any of the Patent Rights or any of the claims thereof,
      Biologics shall be entitled at any time thereafter to terminate all or any
      of the licences granted hereunder forthwith by notice to
      Licensee.

                


        

      

      


      
        
          	
                	
                  10.5 

                	
                  If
      this Agreement is terminated for any reason any and all licences granted
      hereunder shall terminate with effect from the date of termination and
      Licensee shall destroy all Materials and Cell Lines forthwith and shall
      certify such destruction immediately thereafter in writing to Biologics.
      Licensee shall be permitted to sell such stocks of Product as have been
      manufactured or are being manufactured on or prior to the date of
      termination of this Agreement, and shall account to Biologics for
      royalties on the sale of such products in accordance with clause 5
      above.

                


        

      

      


      
        
          	
                	
                  10.6 

                	
                  Termination
      for whatever reason or expiration of this Agreement shall not affect the
      accrued rights of the parties arising in any way out of this Agreement as
      at the date of termination. The right to recover damages against the other
      and all provisions which are expressed to survive this Agreement shall
      remain in full force and
effect.

                


        

      

      


      
        	
                11. 

              	
                Assignment

              


      

      


      
        
          	
                	
                  11.1 

                	
                  Neither
      party shall be entitled to assign, transfer, charge or in any way make
      over the benefit and/or the burden of this Agreement without the prior
      written consent of the other which consent shall not be unreasonably
      withheld or delayed, save that Biologics shall be entitled without the
      prior written consent of the Licensee to assign, transfer, charge,
      sub-contract, deal with or in any other manner make over the benefit
      and/or burden of this Agreement to an Affiliate or to any 50/50 joint
      venture company of which Biologics is the beneficial owner of fifty
      percent (50%) or more of the issued share capital thereof or to any
      company with which that party may merge or to any company to which that
      party may transfer its assets and undertaking, provided in each case of an
      assignment of burdens, that all intellectual property and other property
      and rights of Biologics necessary to enable such assignee or transferee to
      specifically perform the obligations of Biologics hereunder
      shallalso
      be so assigned or transferred. Notwithstanding the foregoing, Licensee
      shall have the right to assign its rights and obligations hereunder in
      connection with a sale of all or substantially all of the assets involved
      in the line of business that includes the Product (including a sale of all
      or substantially all of its assets) without the prior written consent of
      Biologics.

                


        

      

      


      
        
          	
                	
                  11.2 

                	
                  This
      Agreement shall be binding upon the successors and assigns of the parties
      and the name of a party appearing herein shall be deemed to include the
      names of its successors and assigns provided always that nothing herein
      shall permit any assignment by either party except as expressly provided
      herein.

                


        

      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                12. 

              	
                Governing
      Law and Jurisdiction

              


      

      


      
        
          	
                	
                  12.1 

                	
                  The
      validity, construction and performance of this Agreement shall be governed
      by English law.

                


        

      

      


      
        
          	
                	
                  12.2 

                	
                  All
      disputes, claims or proceedings between the parties relating to the
      validity, construction or performance of this Agreement shall be subject
      to the exclusive jurisdiction of the High Court of Justice in England to
      which the parties hereto irrevocably
submit.

                


        

      

      


      
        
          	
                	
                  12.3 

                	
                  Each
      of the parties irrevocably consents to award or grant of any relief in any
      such proceedings before the High Court of Justice in England. Either party
      shall have the right to take proceedings in any other jurisdiction for the
      purposes of enforcing a judgement or order obtained from the High Court of
      Justice in England.

                


        

      

      


      
        	
                13. 

              	
                Force
      Majeure

              


      

      


      Neither
party shall be in breach of this Agreement if there is any total or partial
failure of performance by it of its duties and obligations under this Agreement
occasioned by any act of God, fire, act of government or state, war, civil
commotion, insurrection, embargo, prevention from or hindrance in obtaining any
raw materials, energy or other supplies, labour disputes of whatever nature and
any other reason beyond the control of either party. If either party is unable
to perform its duties and obligations under this Agreement as a direct result of
the effect of one of the reasons set out in this Clause 13 such party shall give
written notice to the other of such inability stating the reason in
question. The operation of this Agreement shall be suspended during the period
(and only during the period) in which the reason continues. Forthwith upon the
reason ceasing to exist the party relying upon it shall give written advice to
the other of this fact. If the reason continues for a period of more than ninety
(90) days and substantially affects the commercial basis of this Agreement the
party not claiming under this Clause 13 shall have the right to terminate this
Agreement by giving sixty (60) days written notice of such termination to the
other party.

      


      
        	
                14. 

              	
                Illegality

              


      

      


      If any
provision or term of this Agreement or any part thereof shall become or be
declared illegal, invalid or unenforceable for any reason whatsoever including
but without limitation by reason of the provisions of any legislation or other
provisions having the force of law or by reason of any decision of any Court or
other body or authority having jurisdiction over the parties hereto or this
Agreement including the EC Commission or the European Court of Justice, such
terms or provisions shall be divisible from this Agreement and shall be deemed
to be deleted from this Agreement in the jurisdiction in question provided
always that if any such deletion substantially affects or alters the commercial
basis of this Agreement either party shall have the right to terminate this
Agreement by giving sixty (60) days written notice of such termination to the
other party.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                15. 

              	
                Entire
      Agreement/Amendment/Waiver/Press
Releases/Costs

              


      

      


      
        
          	
                	
                  15.1 

                	
                  This
      Agreement embodies and sets forth the entire agreement and understanding
      of the parties and supersedes all prior oral and written agreements,
      understanding or arrangements relating to the subject matter of this
      Agreement. Neither party shall be entitled to rely on any agreement,
      understanding or arrangement which is not expressly set forth in this
      Agreement.

                


        

      

      


      
        
          	
                	
                  15.2 

                	
                  This
      Agreement shall not be amended, modified, varied or supplemented except in
      writing signed by duly authorised representatives of the
      parties.

                


        

      

      


      
        
          	
                	
                  15.3 

                	
                  No
      failure or delay on the part of either party hereto to exercise any right
      or remedy under this Agreement shall be construed or operated as a waiver
      thereof nor shall any single or partial exercise of any right or remedy
      underthis
      Agreement preclude the exercise of any other right or remedy or preclude
      the further exercise of such right or remedy as the case may be. The
      rights and remedies provided in this Agreement are cumulative and are not
      exclusive of any rights or remedies provided by
  law.

                


        

      

      


      
        
          	
                	
                  15.4 

                	
                  The
      text of any press release or other communication to be published by or in
      the media whether or a scientific nature or otherwise and concerning the
      subject matter of this Agreement shall require the prior written approval
      of Biologics.

                


        

      

      


      
        
          	
                	
                  15.5 

                	
                  Each
      of the parties hereto shall be responsible for its respective legal and
      other costs incurred in relation to the preparation of this
      Agreement.

                


        

      

      


      
        	
                16. 

              	
                Notice

              


      

      


      
        
          	
                	
                  16.1 

                	
                  Any
      notice or other document to be given under this Agreement shall be in
      writing and shall be deemed to have been duly given if left at or sent by
      registered post, courier, facsimile or other electronic media to a party
      or delivered in person to a party at the address or facsimile number set
      out below for such party or such other address as the party may from time
      to time designate by written notice to the
  other(s):

                


        

      

      


      Address
of Biologics

      Lonza
Biologics plc, 228 Bath Road, Slough, Berkshire SL1 4DX

      Facsimile
: 01753 777001

      


      Address
of Licensee

      Peregrine
Pharmaceuticals Inc, 14282 Franklin Avenue, Tustin, CA 92780-7017

      Facsimile
: 001 714 838 4094

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  16.2 

                	
                  All
      such notices and documents shall be in the English language. Any such
      notice or other document shall be deemed to have been received by the
      addressee seven (7) working days following the date of despatch of the
      notice or other document by post or, where the notice or other document is
      sent by hand or is given by facsimile or other electronic media,
      simultaneously with the transmission or delivery. To prove the giving of a
      notice or other document it shall be sufficient to show that it was
      despatched.

                


        

      

      


      
        	
                17. 

              	
                Interpretation

              


      

      


      
        
          	
                	
                  17.1 

                	
                  The
      headings in this Agreement are inserted only for convenience and shall not
      affect the construction
hereof.

                


        

      

      


      
        
          	
                	
                  17.2 

                	
                  Where
      appropriate words denoting a singular number only shall include the plural
      and vice versa.

                


        

      

      


      
        
          	
                	
                  17.3 

                	
                  Reference
      to any statute or statutory provision includes a reference to the statute
      or statutory provision as from time to time amended, extended or
      re-enacted.

                


        

      

      


       

       

       

       

      
 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      AS
WITNESS the hands of the duly authorised representatives of the parties
hereto

       

      
      

       

      
        	
                Signed
      for and on behalf of

              	 
	LONZA BIOLOGICS
      PLC 	/s/
      LONZA BIOLOGICS
      PLC                  
      
	 	TITLE:
        Finance Director 
	 	DATE:   05
      OCT 2004 
	 	 
	
                Signed
      for and on behalf of

              	 
	PEREGRINE
      PHARMACEUTICALS INC  	/s/ Paul
      Lytle                                            
       
	 	
                TITLE: 
       CFO

              
	 	DATE:   15
      Sept 04
	 	 


      

       

       

       

       

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
SCHEDULE
1

       

      PATENT
RIGHTS

       

      
        
           

          
            	
                    Biologics
      Ref:

                  	
                    LBP07
      (formerly known as PA 98)

                  
	
                    Priority
      Dates:

                  	
                    01.04.85
      and 03.09.85

                  
	
                    Title:

                  	
                    Transformed
      Myeloma Cell-Line and a Process for the Expression of a

                  
	 
      	
                    Gene
      Coding for a Eukaryotic Polypeptide employing same 

                  
	
                    Inventors:

                  	
                    John
      Henry Kenten

                  
	
                     

                  	
                    Michael
      Alan Boss

                  


          

          
 

          
            
              	 	
                      Territory

                    	
                      Patent
      Application

                    	
                      Patent
      Expiry Date

                    	 
	 	
                       

                    	
                      or
      * Patent Number

                    	 
      	 
	 	 	 	 	 
	 	
                      Australia

                    	
                      *584417

                    	
                      01.04.02

                    	 
	 	
                      Bulgaria

                    	
                      77296

                    	
                      -

                    	 
	 	
                      Canada

                    	
                      *1319120

                    	
                      15.06.10

                    	 
	 	
                      Europe+

                    	
                      *216846

                    	
                      01.04.06

                    	 
	 	
                      Japan

                    	
                      501959/86

                    	
                      -

                    	 
	 	
                      United
      Kingdom

                    	
                      *2183662

                    	
                      01.04.06

                    	 
	 	
                      USA

                    	
                      07/701374

                    	
                      -

                    	 
	 	
                      Russia
      (formerly a USSR application)

                    	
                      4028654.13

                    	 
      	 


            

            

              +  includes Austria,
Belgium, France, Germany, Italy, Luxembourg, Netherlands, Swede and
Switzerland.

            

             

             

          

        

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    Biologics
      Ref:

                  	
                    PA
      108

                  
	
                    Priority
      Date:

                  	
                    23.01.86

                  
	
                    Title:

                  	
                    Recombinant
      DNA Sequences, Vectors containing them and Method for
  the

                  
	 
      	
                    use
      thereof

                  
	
                    Inventors:

                  	
                    Richard
      Harris Wilson (Glasgow University)

                  
	
                     

                  	
                    Christopher
      Robert Bebbington

                  


          

          


          


          
            	 	
                    Territory

                  	
                    Patent
      Application

                  	
                    Patent
      Expiry Date

                  	 
	 	 
      	
                    or
      * Patent Number

                  	 
      	 
	 	 	 	 	 
	 	
                    Australia

                  	
                    *599081

                  	
                    23.01.03

                  	 
	 	
                    Canada

                  	
                    528011

                  	
                    -

                  	 
	 	
                    Europe+

                  	
                    *256055

                  	
                    23.01.07

                  	 
	 	
                    Japan

                  	
                    500891/87

                  	
                    -

                  	 
	 	
                    USA

                  	
                    *5122464

                  	
                    16.06.09

                  	 
	 	
                    USA
      (Divisional)

                  	
                    07/852390

                  	
                    -

                  	 


          

           

        

         

        +       includes
Austria, Belgium, France, Germany, Italy, Luxembourg, Netherlands, Swede and
Switzerland.

         

         

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        
          


          
            	
                    Biologics
      Ref:

                  	
                    LBP09
      (formerly known as PA 140)

                  
	
                    Priority
      Date:

                  	
                    23.07.87

                  
	
                    Title:

                  	
                    Recombinant
      DNA Product and Processes using it

                  
	
                    Inventors:

                  	
                    Christopher
      Robert Bebbington

                  


          

          


          


          
            	 	
                    Territory

                  	
                    Patent
      Application

                  	
                    Patent
      Expiry Date

                  	 
	 	
                     

                  	
                    or
      * Patent Number

                  	 
      	 
	 	 	 	 	 
	 	
                    Europe+

                  	
                    *323997

                  	
                    22.07.08

                  	 
	 	
                    Japan

                  	
                    506088/88

                  	 
      	 
	 	
                    USA

                  	
                    07/339615

                  	 
      	 


          

          
+  includes Austria,
Belgium, France, Germany, Italy, Luxembourg, Netherlands, Sweden, Switzerland
and United Kingdom

           

           

           

           

          
             

          

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    Biologics
      Ref:

                  	
                    LBP10
      (formerly known as PA 177)

                  
	
                    Priority
      Date:

                  	
                    18.04.88

                  
	
                    Title:

                  	
                    Recombinant
      DNA Methods, Vectors and Host Cells

                  
	
                    Inventors:

                  	
                    Christopher
      Robert Bebbington

                  
	
                     

                  	
                    Geoffrey
      Thomas Yarranton

                  


          

          


          


          
            	 	
                    Territory

                  	
                    Patent
      Application

                  	
                    Patent
      Expiry Date

                  	 
	 	
                     

                  	
                    or
      * Patent Number

                  	 
      	 
	 	 	 	 	 
	 	
                    Australia

                  	
                    *624616

                  	
                    18.04.05

                  	 
	 	
                    Canada

                  	
                    597034

                  	 
      	 
	 	
                    Europe+

                  	
                    89303964.4

                  	 
      	 
	 	
                    Japan

                  	
                    505128/89

                  	 
      	 
	 	
                    USA

                  	
                    07/460154

                  	 
      	 


          

          


          +  includes Austria,
Belgium, France, Germany, Greece, Italy, Luxembourg, Netherlands, Spain, Sweden,
Switzerland and United Kingdom

           

           

           

           

           

           

          
            
              
              

            

            
              23