To: 5276 2 dan adams From: Allen 09 Ouery#+44 (8120 7338 99903/26/82

21:32:52 006









Exhibit 10.37




 




 




LicL471




 




AN AGREEMENT made the 14th day of March 1988 BY AND BETWEEN

(1) UNILEVER PLC, a British Company, of Unilever House, Blackfriars,

London EC4P 4BQ, England, and UNILEVER NV, a Netherlands company, of

Burgermeester s’ Jacobplein 1, Rotterdam, Netherlands (herein collectively

called ‘Unilever’) OF THE ONE PART AND (2) BEHRINGWERKE AG, a

company of the Federal Republic of Germany, of Postfach 11 40, D-3550 Marburg

1, Federal Republic of Germany, (herein called ‘Behringwerke’) OF THE OTHER

PART:




WHEREAS each of Unilever and Behringwerke possesses certain

patent rights concerning immunological test techniques and products therefor,

and each of Unilever and Behringwerke is willing to grant and receive licences

in respect of their respective patent rights on the terms and conditions

hereinafter set forth:




WHEREBY in consideration of the mutual covenants herein

contained IT IS AGREED as follows:




1.  Definitions:




Unilever Patents means: all the patent (s) and patent applications

listed in Schedule A and all equivalents, continuations and reissues thereof or

divisionals made in respect thereof, or registrations or patents of importation

or revalidation in respect thereof, applications therefor, and any patents to

be granted thereon, but excluding patent(s) and applications listed in Schedule

A1 (divisional applications which are confined to claims which do not concern

paired—monoclonal-antibody techniques), and excluding also patent (s) and

application (s) listed in Schedule A2 (which involve Unilever rights assigned

by an independent third party):




 





























Behringwerke Patents means: all the patents) and patent application(s)

listed in Schedule B and all equivalents, continuations and reissues thereof or

divisionals made in respect thereof, or registrations or patents of importation

or revalidation in respect thereof, applications therefor, and any patents to

be granted thereon:




Licensed Patents means collectively Unilever Patents and

Behringwerke Patents:




Licensee means (in relation to the Unilever Patents)

Behringwerke or an Associated Company of Behringwerke duly exercising a licence

granted to Behringwerke in accordance with the terms of this Agreement and (in

relation to the Behringwerke Patents) Unilever or any company of the Unilever

Group duly exercising a licence granted to Unilever in accordance with the

terms of this Agreement:




Territory means at any time: all territories of

the world in which there are for the time being Unilever Patents or

Behringwerke Patents:




Unilever Group means: Unilever PLC of London and

Unilever NV of Rotterdam and every company of which a majority of the voting

rights attaching to issued ordinary share capital are for the time being

exercisable directly or indirectly by Unilever PLC or Unilever NV separately or

jointly, or over which Unilever PLC and/or Unilever NV directly or indirectly

exercise effective management control:




Associated Company of

Behringwerke

means: any company of which at least 50% of the voting rights attaching to

issued ordinary share capital, or effective management control, is for the time

being exercisable directly or indirectly by Behringwerke or any parent company

or ultimate holding company of Behringwerke:




 




2





























 




2.  Granting

Provisions:




(1)                                  Unilever hereby grants to Behringwerke

and Behringwerke accepts a non-exclusive licence under each of the Unilever

Patents in and for the Territory with effect from the date of this Agreement

and duration until terminated under the provisions of clause 3 hereof: In any

case where Unilever is not the registered owner of any of the Unilever Patents,

Unilever undertakes to procure for Behringwerke the grant of such a licence

from the registered owner:




(2)                                  Behringwerke hereby grants to Unilever

and Unilever accepts a non-exclusive licence under each of the Behringwerke

Patents in and for the Territory with effect from the date of this Agreement

and duration until terminated under the provisions of clause 3 hereof: In any

case where Behringwerke is not the registered owner of any of the Behringwerke

Patents, Behringwerke undertakes to procure for Unilever the grant of such a

licence from the registered owner:




3.  Duration

and Termination:




(1)                                  This Agreement and the licences taking

effect hereunder shall commence on the date first above written: this Agreement

shall remain in effect until the expiry of the last to expire of the Unilever

Patents and Behringwerke Patents: each respective licence taking effect

hereunder shall continue as long as the respective patent continues to remain

in force unless earlier terminated under clause 3 (2).




(2)                                  If either party breaches this Agreement,

then (in addition to all other rights and remedies of either party) written

notice may be given by or on behalf of the party




 




3





























 




not in breach stating its

intention to terminate (at its option) any or all licences of which the party

giving the notice is licensor in accordance with this Agreement. If the notice

also specifies: the breach committed by the other party; which licence(s) is or

are placed under notice of termination; what must be done in accordance with

this Agreement to cure the alleged breach; and a date of termination no earlier

than sixty days from the date of mailing or transmission of the notice, then

the termination shall be effective on the termination date set forth is the

notice, but the notice shall be of no effect if the breach is cured by the

termination date specified in the notice.




4. Assignment and sublicensing:




(1)                                  Subject to clauses 4(2) and 4(3) each

licence granted in accordance with this Agreement is personal to the licensee

thereof and such licensee may not assign any licence or any benefit granted

hereunder nor grant any sublicence in respect thereof without the written

consent of the other party hereto:




(2)                                  The licences granted to Unilever in

accordance with this Agreement may be exercised and every obligation of

Unilever hereunder effectually performed by any company of the Unilever Group:




(3)                                  The licences granted to Behringwerke in

accordance with this Agreement may be exercised and every obligation of

Behringwerke hereunder effectually performed by any company which is an

Associated Company of Behringwerke:




 




4





























 




 




5.  Miscellaneous

provisions:




(1)                                  Unilever and Behringwerke each agree to

provide a patent notice satisfactory to the other on all respective products

sold under the respective licences granted hereunder in any territory in which

failure to provide such notice either can jeopardize validity or enforceability

of patent rights, or would contravene local law.




(2)                                  Responsibility for the manufacture, use

and sale of every product made and sold under a licence granted in

accordance  with the terms hereof shall

be accepted by the manufacturer and/or seller thereof, so that (a) neither

Unilever nor any company of the Unilever Group shall be liable to Behringwerke

or any Associated Company of Behringwerke nor any of their customers for any

damage or loss of whatever nature relating to any of their products licensed

under any of the Unilever Patents in accordance with this Agreement, and (b)

neither Behringwerke nor any Associated Company of Behringwerke shall be liable

to Unilever or any company of the Unilever Group nor any of their customers for

any damage or loss of whatever nature relating to any of their products

licensed under any of the Behringwerke Patents in accordance with this

Agreement.




(3)                                  Unilever warrants that it is directly or

indirectly the owner or the Unilever Patents or otherwise has the right to

license and procure the grant of licence(s) to Behringwerke in accordance with

the terms hereof, and Behringwerke warrants that it is directly or indirectly

the owner of the Behringwerke Patents or otherwise




 




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has the right to license

and procure the grant of licence(s) to Unilever in accordance with the terms

hereof.




Neither party

shall be obliged to maintain in force any of the Unilever Patents or the

Behringwerke Patents.




Neither party warrants

the validity of the Unilever Patents or the Behringwerke Patents respectively,

nor that the manufacture use and sale of products in accordance therewith is

free of infringement of any other patent or other intellectual property rights.




(4)                                  No licence is implied or granted to

either party under any patent or other intellectual property rights of Unilever

or of Behringwerke save as expressly required in accordance with this

Agreement.




(5)                                  All notices which shall or may be given

to Unilever hereunder shall be sent by prepaid registered mail or telex, or

facsimile transmission addressed to the recipient at the following address:




Unilever PLC, Patent Division,




Unilever House, Blackfriars,




London EC4P 4BQ




England (telex 28395 UNIL G)




(facsimile (+44 1 or 01) 822 5951)




 




or at such other

address as Unilever may notify in writing to Behringwerke.




 




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(6)                                  All notices which shall or may be given

to Behringwerke hereunder shall be sent by prepaid registered mail or telex or

facsimile transmission addressed to the recipient at the address herein stated:




Behringwerke AG




Patentabteilung




Postfach 11 40




D-3550 Marburg 1




Germany




(telex 482320 BW D)




(facsimile (+49 6421 or 06421) 31388)




 




or a such other

address as Behringwerke may notify in writing to Unilever.




(7)                                  This Agreement shall be governed by

English law.




AS WITNESS the hands of signatories duly authorized

to execute this Agreement on behalf of the parties hereto:




 




For and on behalf of Unilever

plc:




 




	

   


  	

    /s/ [illegible]


  





 




For and on behalf

of Unilever NV:




 




	

   


  	

   /s/ [illegible]


  
	

   


  	

  /s/ [illegible]


  





 




For and on behalf of

Behringwerke AG:




 




	

   


  	

  /s/ [illegible]


  	

  /s/ [illegible]


  





 




Schedule A: (Unilever licensed patents)




 




	

  (Country)


  	

   


  	

  (Application

  No)


  	

   


  	

  (Publication

  No)


  
	

  Europe


  	

   


  	

  81302809.9


  	

   


  	

  0 042 755


  
	

  Japan


  	

   


  	

  502035/81


  	

   


  	

  57-500845


  
	

  USA


  	

   


  	

  348048


  	

   


  	

   


  





 




7





























 




Schedule

A1:                       (Unilever divisionals confined to claims

which do not concern paired-monoclonal antibody technique, and which are not

licensed hereby)




 




	

  (Country)


  	

   


  	

  (Application

  No)


  	

   


  	

  (Publication

  No)


  
	

  Europe


  	

   


  	

  83111532.4


  	

   


  	

  0 I11 762


  
	

  Europe


  	

   


  	

  83113248.5


  	

   


  	

  0 146 654


  





 




Schedule

A2:                       (Unilever patents/applications derived by

assignment from an independent third party, which are not licensed hereby)




 




	

  (Country)


  	

   


  	

  (Application

  No)


  	

   


  	

  (Publication

  No)


  
	

  Europe


  	

   


  	

  81303203.4


  	

   


  	

  0 044 219


  
	

  Japan


  	

   


  	

  502348/82


  	

   


  	

   


  
	

  USA


  	

   


  	

  351444 and 745837


  	

   


  	

  4 618 589


  
	

  USA


  	

   


  	

  905465


  	

   


  	

   


  





 




Schedule B:           (Behringwerke

licensed patents)




 




	

  (Country)


  	

   


  	

  (Application

  No)


  	

   


  	

  (Publication

  No)


  
	

  Europe


  	

   


  	

  85115333.8


  	

   


  	

  0 186 799


  
	

  Germany


  	

   


  	

   


  	

   


  	

  34 45 816


  
	

  Japan


  	

   


  	

  145459


  	

   


  	

   


  
	

  USA


  	

   


  	

  808,563


  	

   


  	

   


  
	

  Yugoslavia


  	

   


  	

  1936/85


  	

   


  	

   


  
	

  Spain


  	

   


  	

   


  	

   


  	

  549 895


  
	

  Canada


  	

   


  	

  1165712


  	

   


  	

   


  
	

  Mexico


  	

   


  	

  132869


  	

   


  	

   


  
	

  Australia


  	

   


  	

  51315/85


  	

   


  	

   


  





 




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