peregrine_8k-ex1019.htm


    
      

    

    Exhibit 10.19

     

    EXCLUSIVE
PATENT LICENSE AGREEMENT

    BETWEEN
THE UNIVERSITY OF TEXAS SYSTEM

    AND

    PEREGRINE
PHARMACEUTICALS, INC.

     

    THIS
Agreement (AGREEMENT) is between the Board of Regents (BOARD) of The University
of Texas System (SYSTEM), an agency of the State of Texas, whose address is 201
West 7th Street, Austin, Texas 78701, on behalf of the University of Texas
Southwestern Medical Center at Dallas (UT SOUTHWESTERN), a component institution
of SYSTEM, and Peregrine Pharmaceuticals, Inc. (LICENSEE), a Delaware
corporation having a principal place of business located at 14272 Franklin
Avenue, Suite 100, Tustin, California 92780.

    


    RECITALS

    


    A.           BOARD
owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED SUBJECT
MATTER, which were developed at UT SOUTHWESTERN.

    


    B.           BOARD
desires to have the LICENSED SUBJECT MATTER developed and used for the benefit
of LICENSEE, INVENTORS, BOARD, and the public as outlined in BOARD’s
Intellectual Property Policy.

    


    C.           BOARD
and LICENSEE entered into a Patent License Agreement effective October 8, 1998
(PATENT AGREEMENT) and a Coagulation Patent License Agreement effective October
8, 1998 (COAGULATION PATENT AGREEMENT).

    


    D.           LICENSEE
wishes to obtain a license from BOARD to practice LICENSED SUBJECT
MATTER.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and premises herein contained, the parties
agree as follows:

    


    1.  EFFECTIVE
DATE

    


    This
AGREEMENT is effective August 1, 2001 (EFFECTIVE DATE).

    


    2.  DEFINITIONS

    


    As used
in this AGREEMENT, the following terms have the meanings indicated:

    


    2.1           AFFILIATE means any business
entity more than 50% owned by LICENSEE, any business entity which owns more than
50% of LICENSEE, or any business entity that is more than 50% owned by a
business entity that owns more than 50% of LICENSEE.

    


    2.2           FIELD means all therapeutic
and diagnostic uses.

    


    2.3           INVENTOR(S) means Philip
Thorpe and Sophia Ran.

     

     

     

     

    
      
        
        

      

      
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    2.4           LICENSED PRODUCT means any
product or service comprising LICENSED SUBJECT MATTER pursuant to this
AGREEMENT.

    


    2.5           LICENSED SUBJECT MATTER means
inventions, discoveries and processes covered by PATENT RIGHTS and/or TECHNOLOGY
RIGHTS within FIELD.

    


    2.6           NET SALES means the gross
revenues received by LICENSEE, its AFFILIATES and/or sublicensees from the SALE
of LICENSED PRODUCTS less sales and/or use taxes actually paid, import and/or
export duties actually paid, outbound transportation prepaid or allowed, and
amounts allowed or credited due to returns (not to exceed the original billing
or invoice amount).

    


    In the
event that LICENSED PRODUCTS are SOLD in the form of a combination product
containing one or more active ingredients other than LICENSED PRODUCTS, NET
SALES for such combination products shall be calculated by multiplying actual
NET SALES of the combination product by the fraction A/(A+B) where A is the
invoice price of the LICENSED PRODUCT if SOLD separately and B is the total
invoice price of any other active component or components in the combination if
SOLD separately by LICENSEE or sublicensee; provided, however that the resulting
value of such NET SALES of combination products shall not be less than 50% of
the value of the NET SALES of the LICENSED PRODUCTS had they been SOLD
separately. If, on a country-by-country basis, the LICENSED PRODUCT and other
active component or components in the combination are not SOLD separately in any
country by LICENSEE or sublicensee, NET SALES for purposes of determining
royalties on the combination product shall be calculated by multiplying actual
NET SALES of such combination product by the fraction C/(C+D) where C is
LICENSEE’s or sublicensee’s total actual cost of the LICENSED PRODUCT and D is
the total actual cost of the other active ingredient(s) included in the
combination product at such point; provided, however that the resulting value of
such NET SALES of combination products shall not be less than 50% of the value
of the actual cost of the LICENSED PRODUCTS.

    


    2.7           PATENT RIGHTS means BOARD’s
rights in information or discoveries covered in patents, and/or patent
applications, whether domestic or foreign, and all divisionals, continuations,
continuations-in-part, reissues, reexaminations or extensions thereof, and any
letters patent that issue thereon, as defined in Exhibit 1 attached
hereto.

    


    2.8           SALE, SELL or SOLD means the
transfer or disposition of a LICENSED PRODUCT for value to a party other than
LICENSEE.

    


    2.9           TECHNOLOGY RIGHTS means
BOARD’s rights in technical information, know-how, processes, procedures,
compositions, devices, methods, formulas, protocols, techniques, software,
designs, drawings or data created by INVENTORS at UT SOUTHWESTERN before the
EFFECTIVE DATE relating to cancer treatment using antibodies to
aminophospholipids which are not covered by PATENT RIGHTS but which are
necessary for practicing the PATENT RIGHTS.

    


    3.  WARRANTY:
SUPERIOR-RIGHTS

    


    3.1           Except
for the rights, if any, of the Government of the United States of America
(“Government”), as set forth below, BOARD represents and warrants its belief
that (1) it is the owner of the entire right, title, and interest in and to
LICENSED SUBJECT MATTER, (2) it has the sole right to grant licenses thereunder,
and (3) it has not knowingly granted licenses thereunder to any other entity
that would restrict rights granted to LICENSEE except as stated
herein.

     

     

     

     

    
      
        
        

      

      
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    3.2           LICENSEE
understands that the LICENSED SUBJECT MATTER may have been developed under a
funding agreement with the Government and, if so, that the Government may have
certain rights relative thereto. This AGREEMENT is explicitly made subject to
the Government’s rights under any pre-existing agreement and any applicable law
or regulation. If there is a conflict between any such agreement, applicable law
or regulation and this AGREEMENT, the terms of such Government agreement,
applicable law or regulation shall prevail.

    


    3.3           LICENSEE
understands and acknowledges that BOARD, by this AGREEMENT, makes no
representation as to the operability or fitness for any use, safety, efficacy,
approvability by regulatory authorities, time and cost of development,
patentability, and/or breadth of the LICENSED SUBJECT MATTER.  BOARD,
by this AGREEMENT, also makes no representation as to whether there are any
patents now held, or which will be held, by others or by BOARD which may be
dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation
that the inventions contained in PATENT RIGHTS do not infringe any other patents
now held or that will be held by others or by BOARD.

    


    4.  LICENSE

    


    4.1           BOARD
hereby grants to LICENSEE a worldwide, royalty-bearing, exclusive license under
LICENSED SUBJECT MATTER to manufacture, have manufactured, use, import, offer
for SALE, and/or SELL LICENSED PRODUCTS for use within FIELD.  This
grant is subject to the payment by LICENSEE to BOARD of all consideration as
provided herein, and is further subject to rights retained by BOARD
to:

    


    a.           publish
the general scientific findings from research related to LICENSED SUBJECT MATTER
subject to the terms of Article 13, Confidential Information; and

    


    b.           use
LICENSED SUBJECT MATTER for research, teaching and other educationally-related
purposes.

    


    4.2           LICENSEE
may extend the license granted herein to any AFFILIATE if the AFFILIATE consents
in writing to be bound by this AGREEMENT to the same extent as
LICENSEE.  LICENSEE must deliver to BOARD a true and accurate copy of
such written agreement, and any modification or termination thereof, within 30
days after execution, modification or termination.

    


    4.3           LICENSEE
may grant sublicenses consistent with this AGREEMENT if LICENSEE is responsible
for all obligations under this AGREEMENT including the payment obligations
relating to sublicensees pursuant to Article 5 as if they were those of
LICENSEE, whether or not such payments are made by the sublicensee to
LICENSEE.  LICENSEE must deliver to BOARD a true and correct copy of
each sublicense granted by LICENSEE, and any modification or termination
thereof, within 30 days after execution, modification, or
termination.  If this AGREEMENT is terminated, BOARD and UT
SOUTHWESTERN agree to accept as successors to LICENSEE existing sublicensees in
good standing at the date of termination, provided that the sublicensees consent
in writing to be bound by all the terms and conditions of this
AGREEMENT.

    


    5.  PAYMENTS
AND REPORTS

    


    5.1           In
consideration of rights granted by BOARD to LICENSEE under this AGREEMENT,
LICENSEE will pay BOARD the following:

     

     

    
      
        
        

      

      
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    a.           a
non-refundable license documentation fee in the amount of $22,500.00 due and
payable within 30 days of LICENSEE’s receipt of a fully executed AGREEMENT from
BOARD;

    


    b.           a
minimum yearly royalty of [***]
due and payable on January 1 of each year beginning January 1, 2002 and
creditable against royalties due under 5.1c for the respective
year;

    


    c.           a
running royalty equal to [***] of NET SALES for LICENSED PRODUCTS, provided
however, if LICENSEE pays royalties on a LICENSED PRODUCT under the COAGULATION
PATENT AGREEMENT or the PATENT AGREEMENT, such royalties are creditable toward
royalties due on the same LICENSED PRODUCT pursuant to this Section 5.1c, up to
a total credit of [***] of NET SALES for LICENSED PRODUCTS;

    


    d.           milestone
fees according to the table below, due and payable within 30 days of each
milestone event for a LICENSED PRODUCT:

    


    
      	 	
              Milestone
      Event

            	
              Milestone
      Fee

            	 
	 	
              Initiation
      of Phase I clinical trials

            	
              [***]

            	 
	 	
              Initiation
      of Phase II clinical trials

            	
              [***]

            	 
	 	
              Initiation
      of Phase III clinical trials

            	
              [***]

            	 
	 	
              Filing
      of a new drug application

            	
              [***]

            	 
	 	
              Regulatory
      Approval

            	
              [***]

            	 


    

    


    For the
purpose of this Section, “Initiation” means the date the first patient is dosed
by or on behalf of LICENSEE;

    


    e.           a
sublicense fee of [***]
of all consideration, other than up-front cash payments, research and
development money, milestones payments for development milestone events,
including, but not limited to, those listed in Section 5.1d, and royalties on
NET SALES, received by LICENSEE from either (1) any sublicensee pursuant to
Section 4.3 herein above, or (2) any assignee pursuant to Article 9 hereinbelow,
including but not limited to, marketing, distribution, franchise, option,
license, or documentation fees, bonus and milestone payments other than
development milestones, and the value of any equity securities received by
LICENSEE less any amounts paid by LICENSEE for same, within 30 days of
LICENSEE’s receipt of any such consideration. The value of any equity securities
will be calculated as the average market value of the class of stock involved
for 5 consecutive days preceding the transfer to LICENSEE.  In cases
where the sublicense agreement calls for payment to LICENSEE of a premium over
the market value, BOARD will also share [***]
of the premium paid to LICENSEE; and

    


    f.           a
sublicense fee of [***]
of any up-front cash payment or [***],
whichever is less, received by LICENSEE from either (1) any sublicensee pursuant
to Section 4.3 herein above, or (2) any assignee pursuant to Article 9
hereinbelow within 30 days of LICENSEE’s receipt of any such
consideration.

    


    5.2           In
the event payments to BOARD due under Article 5 are late in excess of 30 days, a
penalty of 5% of the amount due will be assessed and due additionally from
LICENSEE for each such late payment.

     

    
      [***] 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.

    

     

    
      
        
        

      

      
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    5.3           During
the term of this AGREEMENT and for 1 year thereafter, LICENSEE agrees to keep,
and to require each of its sublicensees to keep, complete and accurate records
of, respectively, its and its sublicensees’ SALES and NET SALES under the
license granted in this AGREEMENT in sufficient detail to enable the royalties
payable hereunder to be determined.  LICENSEE agrees to permit an
independent accounting firm selected by BOARD and approved by LICENSEE, such
approval not to be unreasonably withheld, at BOARD’s request and expense and
with 14 days written notice, to examine its books, ledgers, and records during
regular business hours, but not more than once in any calendar year, for the
purpose of and to the extent necessary to verify any report required under this
AGREEMENT.  If the amounts due to BOARD are determined to have been
underpaid by 10% or more, LICENSEE will pay the cost of the examination and all
overdue amounts with accrued interest at the highest allowable rate, provided
that such independent accounting firm first agrees in writing to treat all
information learned in connection with such examination as LICENSEE’s
confidential information, in accordance with Article 13 hereof.

    


    5.4           Within
30 days after March 31, June 30, September 30, and December 31, beginning
immediately after the first SALE of a LICENSED PRODUCT, LICENSEE must deliver to
BOARD a true and accurate written report, even if no payments are due BOARD,
giving the particulars of the business conducted by LICENSEE and its
sublicensee(s), if any exist, during the preceding 3 calendar months under this
AGREEMENT as are pertinent to calculating payments hereunder. This report will
include at least:

    


    
      	 	
              a.

            	
              the
      total quantities of LICENSED PRODUCTS produced;
  and

            


    

    


    
      	 	
              b.

            	
              the
      total SALES by country, product, quantity and extended dollars SOLD, and
      the conversion factor used to convert to United States dollars;
      and

            


    

    


    
      	 	
              c.

            	
              the
      calculation of royalties thereon;
and

            


    

    


    
      	 	
              d.

            	
              the
      total royalties computed and due BOARD;
and

            


    

    


    
      	 	
              e.

            	
              all
      other amount due BOARD herein.

            


    

    


    Simultaneously
with the delivery of each report, LICENSEE must pay to BOARD the amount, if any,
due for the period of each report.

    


    5.5           On
or before January 1 of each year, irrespective of having a first SALE or offer
for SALE, LICENSEE must deliver to BOARD a written progress report as to
LICENSEE’s (and any sublicensee’s) efforts and accomplishments during the
preceding year in using reasonable diligence to commercialize (as defined in
Section 7.2) LICENSED SUBJECT MATTER and LICENSEE’s (and sublicensee’s)
commercialization plans for the upcoming year.

    


    5.6           All
amounts payable here by LICENSEE must be paid in United States dollars without
deductions for taxes, assessments, fees, or charges of any kind. Royalties
accruing on SALES in countries other than the United States must be paid in
United States dollars in amounts based on the rate of exchange as quoted in the
Wall Street Journal (WSJ) as of the last business day of the reporting
period.  If the WSJ does not publish any such rate, a comparable rate
publication will be agreed upon from time to time by the parties, and with
respect to each country for which such rate is not published by the WSJ or in a
comparable publication, the parties will use the prevailing rate for bank cable
transfers for such date, as quoted by leading United States banks in New York
City dealing in the foreign exchange market.  Checks must be payable
to UT SOUTHWESTERN and sent to:

    


    
      	
               
      

            	
              UT
      Southwestern Medical Center at
Dallas

            


    

    
      	
               
      

            	
              Office
      for Technology Development

            


    

    
      	
               
      

            	
              5323
      Harry Hines Boulevard

            


    

    
      	
               
      

            	
              Dallas,
      Texas 75390-9094

            


    

    
      	
               
      

            	
              ATTN:  Director
      for Technology Development

            


    

     

     

     

    
      
        
        

      

      
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6. 
SPONSORED RESEARCH

    


    If
LICENSEE desires to sponsor research for or related to the LICENSED SUBJECT
MATTER, and particularly when LICENSEE receives payments for sponsored research
pursuant to a sublicense agreement under this AGREEMENT, LICENSEE will in good
faith consider funding the research at UT SOUTHWESTERN.

    


    7.  TERM
AND TERMINATION

    


    7.1           The
term of this AGREEMENT is from the EFFECTIVE DATE to the full end of the term or
terms for which PATENT RIGHTS have not expired or, if only TECHNOLOGY RIGHTS are
licensed and no PATENT RIGHTS are applicable, for a period of 20
years.

    


    7.2           Any
time after 2 years from the EFFECTIVE DATE, BOARD and UT SOUTHWESTERN have the
right to terminate this license in any national political jurisdiction if
LICENSEE, within 90 days after receiving written notice from UT SOUTHWESTERN of
the intended termination, fails to provide written evidence satisfactory to UT
SOUTHWESTERN that LICENSEE or its sublicensee(s) has used reasonable diligence
to commercialize or is using reasonable diligence in actively attempting to
commercialize a licensed invention in such jurisdiction(s). The following
definitions apply to Article 7: (1) “commercialize” means having SALES of
LICENSED PRODUCTS in such jurisdiction; (2) “attempting to commercialize” means
having SALES of LICENSED PRODUCTS or an effective, ongoing and active research,
development, manufacturing, marketing or sales program as appropriate, directed
toward obtaining regulatory approval, and/or production and/or SALES of LICENSED
PRODUCTS in any jurisdiction in accordance with LICENSEE’s business, legal,
medical and scientific judgment and LICENSEE’s normal practices and procedures
for products having similar technical and commercial potential; and (3)
“reasonable diligence” means diligence that is, in LICENSEE’s good faith
judgment, commercially and scientifically reasonable with respect to the
relevant geographical region(s) and LICENSED PRODUCT(s), it being expressly
understood and agreed that it shall not constitute a failure of reasonable
diligence if LICENSEE does not attempt to commercialize, does not commercialize,
or ceases efforts to do so, in any region and with respect to any LICENSED
PRODUCT where such commercialization would require a license of rights from a
third party, which rights LICENSEE is unable to secure on commercially
reasonable terms after having made a good faith effort to do so.

    


    7.3           This
AGREEMENT will earlier terminate:

    


    
      	 	
              a.

            	
              automatically
      if LICENSEE becomes bankrupt or insolvent and/or if the business of
      LICENSEE is placed in the hands of a receiver, assignee, or trustee,
      whether by voluntary act of LICENSEE or otherwise;
  or

            


    

    


    
      	 	
              b.

            	
              upon
      30 days written notice from BOARD if LICENSEE breaches or defaults on its
      obligation to make payments (if any are due) or reports, in accordance
      with the terms of Article 5 hereunder, unless, before the end of the 30
      day period, LICENSEE has cured the breach or default and so notifies
      BOARD, stating the manner of the cure;
or

            


    

     

     

    
      
        
        

      

      
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              c.

            	
              upon
      90 days written notice if LICENSEE breaches or defaults on any other
      material obligation under this AGREEMENT, unless, before the end of the 90
      day period, LICENSEE has cured the breach or default and so notifies
      BOARD, stating the manner of the cure;
or

            


    

    


    
      	 	
              d.

            	
              at
      any time by mutual written agreement between LICENSEE, UT SOUTHWESTERN and
      BOARD, upon 30 days written notice to all parties and subject to any terms
      herein which survive termination;
or

            


    

    


    
      	 	
              e.

            	
              under
      the provisions of Section 7.2 if invoked;
or

            


    

    


    
      	 	
              f

            	
              at
      any time by LICENSEE upon 30 days written notice to all parties and
      subject to any terms herein which survive
  termination.

            


    

    


    7.4           If
this AGREEMENT is terminated for any cause:

    


    
      	 	
              a.

            	
              nothing
      herein will be construed to release either party of any obligation matured
      prior to the effective date of the
termination;

            


    

    


    
      	 	
              b.

            	
              after
      the effective date of the termination, LICENSEE will provide BOARD with a
      written inventory of all LICENSED PRODUCTS in process of manufacture, in
      use or in stock.  LICENSEE may SELL any such LICENSED PRODUCTS
      within the 90 day period following such termination if it pays earned
      royalties thereon, and any other amount due pursuant to the terms of
      Article 5; and

            


    

    


    
      	 	
              c.

            	
              LICENSEE
      will be bound by the provisions of Articles 11 (Indemnification), 12 (Use
      of Name), and 13 (Confidential Information) of this
    AGREEMENT.

            


    

    


    8.  INFRINGEMENT
BY THIRD PARTIES

    


    8.1           LICENSEE,
at its expense, may enforce any patent exclusively licensed hereunder against
infringement by third parties and it is entitled to retain recovery from such
enforcement.  After LICENSEE recovers it reasonable out-of-pocket
legal expenses incurred in such enforcement LICENSEE must pay BOARD royalties
due under Article 5 on any monetary recovery if the monetary recovery is for
damages or a reasonable royalty in lieu thereof.  If LICENSEE does not
file suit against a substantial infringer of a patent within 6 months of
knowledge thereof and has not entered into good faith negotiations to sublicense
such infringer, and such infringement has not otherwise ceased, then BOARD may
enforce any patent licensed hereunder on behalf of itself and LICENSEE at
BOARD’s sole expense, BOARD retaining all recoveries from such enforcement
and/or reducing the license granted hereunder to non-exclusive with respect to
the relevant patent(s).

    


    8.2           In
any infringement suit or dispute, the parties agree to cooperate fully with each
other.  At the request and expense of the party bringing suit, the
other party will permit access to all relevant personnel, records, papers,
information, samples, specimens, etc., during regular business
hours.

     

     

    
 

    
      
        
        

      

      
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    9.  ASSIGNMENT

    


    Except in
connection with a merger, consolidation, reorganization or acquisition, or the
sale of all of substantially all of LICENSEE’s assets to which this AGREEMENT
relates to a third party, this AGREEMENT may not be assigned by LICENSEE without
the prior written consent of BOARD, which will not be unreasonably
withheld.

    


    10.  PATENT
MARKING

    


    LICENSEE
must permanently and legibly mark all products, packaging and documentation
manufactured or SOLD by it under this AGREEMENT with a patent notice as may be
permitted or required under Title 35, United States Code.

    


    11.  INDEMNIFICATION

    


    LICENSEE
agrees to hold harmless and indemnify BOARD, INVENTORS, SYSTEM, UT SOUTHWESTERN,
its Regents, officers, employees and agents (collectively, “Indemnitees”) from
and against any claims, demands, or causes of action whatsoever, including
without limitation those arising on account of any injury or death of persons or
damage to property caused by, or arising out of, or resulting from, the exercise
or practice of the license granted hereunder by LICENSEE, its AFFILIATES or
their officers, employees, agents or representatives, except to the extent that
such claims, demands, or causes of action are caused by, or arise out of, or
result from, the negligence or intentional misconduct of an
Indemnitee.  The obligations of LICENSEE stated in this Article 11
shall apply only if an Indemnitee notifies LICENSEE in writing following receipt
of written notice of any claim or suit brought against Indemnitee in respect of
which Indemnitee intends to invoke the provisions of this Article
11.  Subject to the statutory duties of the Texas Attorney General,
LICENSEE shall have the right to control the defense of any such action,
including the right to select counsel to defend an Indemnitee and LICENSEE, and
to settle any claim.  LICENSEE shall keep the Indemnitee informed on a
current basis of its defense of any claims pursuant to this Article
11.

    


    12.  USE
OF NAME

    


    LICENSEE
may not use the name of UT SOUTHWESTERN, SYSTEM, INVENTORS or BOARD without
express written consent from UT SOUTHWESTERN and/or SYSTEM.

    


    13.  CONFIDENTIAL
INFORMATION

    


    13.1           BOARD
and LICENSEE each agree that all information forwarded to one by the other for
the purposes of this AGREEMENT (1) are to be received in strict confidence, (2)
are to be used only for the purposes of this AGREEMENT, and (3) are not to be
disclosed by the recipient party, its agents or employees without the prior
written consent of the other party, except to the extent that the recipient
party can establish competent written proof that such information:

    


    
      	 	
              a.

            	
              was
      in the public domain at the time of
disclosure;

            


    

    


    
      	 	
              b.

            	
              later
      became part of the public domain through no act or omission of the
      recipient party, its employees, agents, successors or
    assigns;

            


    

    


    
      	 	
              c.

            	
              was
      lawfully disclosed to the recipient party by a third party having the
      right to disclose it;

            


    

     

     

     

    
      
        
        

      

      
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              d.

            	
              was
      already known by the recipient party at the time of
      disclosure;

            


    

    


    
      	 	
              e.

            	
              was
      independently developed by the recipient;
or

            


    

    


    
      	 	
              f.

            	
              is
      required by law or regulation to be disclosed, provided however, that the
      disclosing party shall first give the other party written notice and
      adequate opportunity to object to such order for disclosure or to request
      confidential treatment.

            


    

    


    13.2           Information
shall not be deemed to be available to the public or to be in the recipient’s
possession merely because it:

    


    
      	 	
              a.

            	
              includes
      information that falls within an area of general knowledge available to
      the public or to the recipient (i.e., it does not include the specific
      information provided by the other party);
or

            


    

    


    
      	 	
              b.

            	
              can
      be reconstructed in hindsight from a combination of information from
      multiple sources that are available to the public or to the recipient, if
      not one of those sources actually taught or suggested the entire
      combination, together with its meaning and
  importance.

            


    

    


    13.3           Each
party’s obligation of confidence hereunder shall be fulfilled by using at least
the same degree of care with the other party’s confidential information as it
uses to protect its own confidential information.  This obligation
shall exist while this AGREEMENT is in force and for a period of 3 years
thereafter.

    


    14.  PATENTS
AND INVENTIONS

    


    LICENSEE,
with the written approval of UT SOUTHWESTERN, such approval will not be
unreasonably withheld, shall have the right, but not the obligation, to
designate patent counsel to prepare, file, prosecute and maintain all patent
applications and patents included in PATENT RIGHTS.  If LICENSEE
declines to designate patent counsel, UT SOUTHWESTERN will designate patent
counsel to prepare, file, prosecute and maintain all patent applications and
patents included in PATENT RIGHTS.  LICENSEE will be responsible for
all costs related to searching, filing, prosecuting and maintaining all patent
applications and patents included in PATENT RIGHTS and will directly pay
designated patent counsel for all such costs.  If, after consultation,
both parties agree that additional patent applications should be filed for
PATENT RIGHTS, LICENSEE will direct approved patent counsel to prepare and file
the appropriate applications and such applications will be included in PATENT
RIGHTS (the parties agree to timely amend Exhibit 1 in writing when new matter
is added under PATENT RIGHTS).  If LICENSEE does not intend to pay
patent costs for PATENT RIGHTS, LICENSEE will notify UT SOUTHWESTERN at least 90
days prior to the deadline for such payment.  If LICENSEE notifies UT
SOUTHWESTERN that it does not intend to pay such costs, or if LICENSEE does not
respond or make an effort to reach agreement on the disposition of rights in the
subject invention, then UT SOUTHWESTERN may pay such costs or file such
application at its own expense and LICENSEE will have no further rights to such
invention.  All communications between LICENSEE and patent counsel
regarding PATENT RIGHTS, including, but not limited to, patent applications,
status reports, filing deadline notices, declarations, office actions and
responses to office actions, will be copied to UT SOUTHWESTERN and to
BOARD.  All parties have the right to review and comment upon the
wording of the specifications, claims and responses to Office Actions prior to
their submission to the appropriate patent office.  LICENSEE will
instruct patent counsel to provide UT SOUTHWESTERN with copies of all invoices
providing detailed descriptions of all costs and expenses incurred by designated
patent counsel in connection with PATENT RIGHTS.  LICENSEE will
provide evidence to UT SOUTHWESTERN of payment of such invoices within 60 days
of LICENSEE’S receipt thereof.

     

     

     

     

    
      
        
        

      

      
        Page 9 of
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15.  GENERAL

    


    15.1           This
AGREEMENT constitutes the entire and only agreement between the parties for
LICENSED SUBJECT MATTER and all other prior negotiations, representations,
agreements, and understandings are superseded hereby.  No agreements
altering or supplementing the terms hereof may be made except by a written
document signed by both parties.

    


    15.2           Any
notice required by this AGREEMENT shall be effective upon receipt and shall be
given by facsimile transmission confirmed by personal delivery (including
delivery by reputable messenger services such as Federal Express) or by prepaid,
first class, certified mail, return receipt requested, addressed in the case of
BOARD and UT SOUTHWESTERN to:

    


    
      	
               
      

            	
              UT
      Southwestern Medical Center at
Dallas

            


    

    
      	
               
      

            	
              Office
      for Technology Development

            


    

    
      	
               
      

            	
              5323
      Harry Hines Boulevard

            


    

    
      	
               
      

            	
              Dallas,
      Texas 75390-9094

            


    

    
      	
               
      

            	
              ATTENTION:  Ray
      Wheatley, M.S.

            


    

    
      	
               
      

            	
              Phone:  (214)
      648-1888

            


    

    
      	
               
      

            	
              Fax:  (214)
      648-1889

            


    

    


    
      with
copies to:

    

    


    
      	
               
      

            	
              Board
      of Regents

            


    

    
      	
               
      

            	
              The
      University of Texas System

            


    

    
      	
               
      

            	
              201
      West 7th Street

            


    

    
      	
               
      

            	
              Austin,
      Texas 78701

            


    

    
      	
               
      

            	
              ATTENTION:  Office
      of General Counsel

            


    

    
      	
               
      

            	
              Phone:  (512)
      499-4462

            


    

    
      	
               
      

            	
              Fax:  (512)
      499-4523

            


    

    


    
      or in the
case of LICENSEE to:

    

    


    Peregrine
Pharmaceuticals, Inc.

    14272
Franklin Avenue, Suite 100

    Tustin,
California

    ATTENTION:  Steven
King, Ph.D.

    Phone:  714-508-6000

    Fax:  714-838-4094

    


    or other
addresses as may be given from time to time under the terms of this notice
provision.

    


    15.3           LICENSEE
must comply with all applicable national, state and local laws and regulations
in connection with its activities pursuant to this AGREEMENT.

    


    15.4           This
AGREEMENT will be construed and enforced in accordance with the laws of the
United States of America and of the State of Texas.  The Texas state
courts of Dallas County, Texas (or, if there is exclusive federal jurisdiction,
the United States District Court for the Northern District of Texas) shall have
exclusive jurisdiction and venue over any dispute arising out of this AGREEMENT,
and LICENSEE hereby consents to the jurisdiction of such courts.

     

     

     

    
      
        
        

      

      
        Page 10 of
13

        
          

        

      

      
        
        

      

    

    
15.5           Failure
of either party to enforce a right under this AGREEMENT will not act as a waiver
of that right or the ability to later assert that right relative to the
particular situation involved.

    


    15.6           Headings
are included herein for convenience only and shall not be used to construe this
AGREEMENT.

    


    15.7           If
any part of this AGREEMENT is for any reason found to be unenforceable, all
other parts nevertheless remain enforceable.

    


    IN WITNESS WHEREOF, parties
hereto have caused their duly authorized representatives to execute this
AGREEMENT.

    
 

    
      	
              BOARD
      OF REGENTS OF THE

            	
              PEREGRINE
      PHARMACEUTICALS, INC.

            
	
              UNIVERSITY
      OF TEXAS SYSTEM

            	 
      
	 
      	 
      
	
              By
        /s/ John
      A.
      Roan                                       
      

            	
              By  /s/ Edward
      Legere                                        
      

            
	
              John
      A. Roan

            	
              Edward
      Legere

            
	
              Executive
      Vice President for Business Affairs

            	
              President
      and CEO

            
	
              UT
      Southwestern Medical Center at Dallas

            	 
      
	 
      	 
      
	
              Date
      8-13-01                   
      

            	
              Date
      08/08/01                      
      

            


    

    


    


    
      	
              Approved
      as to Content:

            
	 
      
	
              By   /s/ Dennis K.
      Stone                                      
      

            
	
              Dennis
      K. Stone, M.D.

            
	
              Vice
      President for Technology Development

            
	
              UT
      Southwestern Medical Center at Dallas

            
	 
      
	
              Date
      10Aug2001             
      

            


    

    
 

    
      
        
        

      

      
        Page 11 of
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    EXHIBIT
1

    


    PATENT
RIGHTS

     

    (a)           U.S.
Patent Application Number 60/092,672, filed July 13, 1998, entitled “Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549PZ1);

    


    (b)           U.S.
Patent Application Number 60/110,608, filed December 2, 1998, entitled “Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549PZ2);

    


    (c)           U.S.
Patent Application Number 09/351,543, filed July 12, 1999, entitled “ Cancer
Treatment Methods Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549);

    


    (d)           U.S.
Patent Application Number 09/351,862, filed July 12, 1999, entitled “ Cancer
Treatment Kits Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549-1);

    


    (e)           International
Patent Application Number PCT/US99/15600, filed July 12, 1999, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549PCT);

    


    (f)           Australian
Patent Application Number 54585/99, filed December 22, 2000, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 AU);

    


    (g)           Canadian
Patent Application Number 2,333,147, filed January 3, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 CA);

    


    (h)           European
Patent Application Number 99940802.4, filed January 11, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 EU);

    


    (i)           Japanese
Patent Application Number 2000-558843, filed January 12, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 JP);

    


    (j)           Brazilian
Patent Application Number PI 9911882-3, filed January 5, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 BR);

    


    (k)           Israeli
Patent Application Number 140700, filed January 3, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 IL);

    


    (l)           Mexican
Patent Application Number 2001/000457, filed January 12, 2001, entitled “ Cancer
Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 MX);

     

    
      
        
        

      

      
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    (m)           New
Zealand Patent Application Number 508950, filed December 12, 2000, entitled “
Cancer Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 NZ); and

    


    (n)    Singapore
Patent Application Number 2000 07409-6, filed December 15, 2000, entitled “
Cancer Treatment Using Antibodies to Aminophospholipids” (UT SOUTHWESTERN File
Reference UTSD:0549 SG).

    
 

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page 13 of
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