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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


 
 

Exhibit 10.8    
    


RESTATED AND AMENDED

EXCLUSIVE LICENSE AGREEMENT  


        Effective as of January 1, 1999 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under
the laws of the State of California ("STANFORD") and Corgentech Inc., a Delaware corporation have a primary place of business at Suite 460, 601 Gateway Boulevard, South San Francisco,
California 94080, ("LICENSEE"), agree as follows: 



	1.
	BACKGROUND



	1.1
	STANFORD
has an assignment of "Pressurized Nucleotide Delivery Device," from the laboratory of Dr. Victor Dzau ("Invention{s}"), as described in Stanford Docket
S95-022, and any Licensed Patent(s), as hereinafter defined, which may issue to such Invention(s).



	1.2
	STANFORD
desires to have the Invention(s) perfected and marketed at the earliest possible time in order that products resulting therefrom may be available for public use and benefit.



	1.3
	LICENSEE
desires a license under said Invention(s), and Licensed Patent(s) to develop, manufacture, use, and sell Licensed Product(s) in the field of use of all therapeutic and
preventative applications.



	2.
	DEFINITIONS



	2.1
	"Licensed
Patent(s)" means [*] any divisions, continuations or continuations-in-part of
the application from which the foregoing patent issued (except that continuations-in-part shall be included only to the extent they claim subject matter disclosed in the
application from which the foregoing patent issued); any patents issuing from the foregoing applications; any extensions, reexaminations or reissues of such patents; and all foreign equivalents of the
foregoing patent applications and patents.



	2.2
	"License
Product(s)" means any product or part thereof in the Licensed Field of Use, the manufacture, use, or sale of which:



	(a)
	Is
covered by a valid claim of an issued, unexpired Licensed Patent(s) directed to the Invention(s). A claim of an issued, unexpired Licensed Patent(s) shall be presumed
to be valid unless and until it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken; or



	(b)
	Is
covered by any claim being prosecuted in a pending application directed to the Invention(s).






	2.3
	"Net
Sales" means the gross revenue derived by LICENSEE and/or sublicensee(s) from Licensed Product(s), whether or not assembled (and without excluding therefrom any components or
subassemblies thereof, whatever their origin and whether or not patent impacted), less the following items but only insofar as they actually pertain to the disposition 



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of
such Licensed Product(s) by LICENSEE or sublicensee(s), are included in such gross revenue, and are separately billed: 


	(a)
	Import,
export, excise and sales taxes, and custom duties;



	(b)
	Costs
of insurance, packing, and transportation from the place of manufacture to the customer's premises or point of installation;



	(c)
	Costs
of installation at the place of use;



	(d)
	Credit
for returns, allowances, or trades;



	(e)
	Trade
and quantity discounts actually allowed and taken in such amounts as are customary in the trade; and



	(f)
	Rebates
or discounts actually paid to, credited to or mandated by any governmental agency (or branch thereof) or any third party payor.






	2.4
	"Licensed
Field of Use" means all therapeutic, diagnostic, and prophylactic applications.



	2.5
	"Licensed
Territory" means worldwide.



	2.6
	"Exclusive"
means that, subject to Article 4, STANFORD shall not grant further licenses in the Licensed Territory in the Licensed Field of Use.



	3.
	GRANT



	3.1
	STANFORD
hereby grants and LICENSEE hereby accepts a license in the Licensed Field of Use to make, have made, use, sell, offer for sale and import Licensed Product(s) in the Licensed
Territory.



	3.2
	Said
license is Exclusive, including the right to sublicense pursuant to Article 13, in the Licensed Field of Use for a term commencing as of January 1, 1999 and ending
upon the expiration of the last to expire of Licensed Patent(s).



	3.3
	STANFORD
shall have the right to practice the Invention(s) for its own bona fide research, including sponsored research and collaborations. STANFORD shall have the right to publish
any information included in Licensed Patent(s).



	4.
	GOVERNMENT RIGHTS



	

	This
Agreement is subject to all of the terms and conditions of Title 35 United States Code Sections 200 through 204, including an obligation that Licensed
Product(s) sold or produced in the United States be "manufactured substantially in the United States," and LICENSEE agrees to take all reasonable action necessary on its part as licensee to enable
STANFORD to satisfy its obligation thereunder, relating to Invention(s).



	5.
	DILIGENCE



	5.1
	As
an inducement to STANFORD to enter into this Agreement, LICENSEE agrees to use all reasonable efforts and diligence to proceed with the development, manufacture, and sale or lease
of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). Unless LICENSEE has initiated Phase III Clinical Trials prior to June 1, 2002, LICENSEE agrees that
STANFORD may terminate this Agreement. STANFORD may terminate this Agreement if LICENSEE or a sublicensee(s) has not sold Licensed Product(s) for any period of one (1) year after initial sale
of Licensed Product(s).



	5.2
	Progress
Report—On or before [*] of each year until LICENSEE markets a Licensed Product(s),
LICENSEE shall make a written annual report to STANFORD covering the preceding year ending [*], regarding the progress of
LICENSEE toward commercial use of 



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Licensed
Product(s). Such report shall include, as a minimum, information sufficient to enable STANFORD to satisfy reporting requirements of the U.S. Government and for STANFORD to ascertain progress
by LICENSEE toward meeting the diligence requirements of the Article 5. 



	6.
	ROYALTIES



	6.1
	LICENSEE
agrees to pay to STANFORD a noncreditable, nonrefundable license issue royalty of [*] equity upon
signing this Agreement. In addition, LICENSEE agrees to pay to STANFORD [*] upon signing of Amendment #1 to this Agreement.



	6.2
	Beginning
January 1, 2001, and [*], LICENSEE also shall pay to STANFORD a  [*]. Said [*] payments are
nonrefundable, but they are
creditable against earned royalties to the extent provided in Paragraph 6.5.



	6.3
	In
addition, LICENSEE shall pay STANFORD earned royalties on Net Sales, subject to Paragraph 13.5(b), as follows:




	(a)
	[*] or



	(b)
	[*] subject to [*]







	

	For
clarity, Net Sales in a territory of Licensed Products that consist only of a  [*] that are sold by or on behalf of LICENSEE, its Affiliates or sublicensees (for example,  [*]
), then such Net Sales in such territory [*]. Earned
royalties for [*] Licensed Products will be [*] of a  [*] Licensed Product.



	6.4
	In
addition, LICENSEE agrees to pay STANFORD the following milestone payments:



	

	If
[*] of the Invention(s) are  [*]:




	a)
	Prior
to or on [*],






	

	then
a [*] milestone payment is due; or



	b)
	Subsequent
to [*],






	

	then
a [*] milestone payment is due; and






	

	[*] is due  [*]



	

	The
above milestone payments shall be made to STANFORD within [*] days after the  [*] or [*], as appropriate.



	6.5
	Creditable
payments under this Agreement shall be an offset to LICENSEE against up to [*] of each earned
royalty payment which LICENSEE would be required to pay pursuant to Paragraph 6.3 [*].



	6.6
	If
this Agreement is not terminated in accordance with other provisions hereof, LICENSEE shall be obligated to pay royalties hereunder until the latter of:




	(a)
	Seven
years, if no Licensed Patent(s) issues; or



	(b)
	For
so long as LICENSEE, by its activities would, but for the license granted herein, infringe a valid claim of an unexpired Licensed Patent(s) of STANFORD covering said
activity. LICENSEE shall be obligated to pay royalties on all Licensed Product(s) that are either sold or produced under the license granted in Article 3, regardless of whether such Licensed
Product(s) are produced prior to the Effective Date of this Agreement or sold after the expiration of the Licensed Patent(s). 







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	6.7
	The
royalty on sales in currencies other than U.S. Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America
(San Francisco) foreign exchange desk, on the close of business on the last banking day of each calendar quarter. Royalty payments to STANFORD shall be in U.S. Dollars. All non-U.S.
taxes related to royalty payments shall be paid by LICENSEE and are not deductible from the payments due STANFORD.



	6.8
	Within
[*] after receipt of a [*],
LICENSEE shall [*] in connection with [*] after the
Effective Date.



	6.9
	Subject
to Paragraph 6.8, as applicable, LICENSEE may select patent counsel reasonably acceptable to STANFORD to prosecute and maintain Licensed Patents for the benefit of
STANFORD. STANFORD and LICENSEE shall be copied simultaneously by the patent counsel on all patent prosecution or maintenance correspondence that concerns Licensed Patents. LICENSEE shall direct such
prosecution and STANFORD will have the opportunity to comment prior to any prosecution or maintenance action involving Licensed Patents. If LICENSEE proposes to abandon any Licensed Patent, or any
claim of a Licensed Patent, without the possibility of pursuing the subject matter of the abandoned claim at a later time, it shall first provide  [*] advance written notice of such intent to STANFORD
and, if requested, shall meet with officials of STANFORD within  [*] of such notice to discuss the rationale for proposing to abandon the Licensed Patent or claim. If the parties agree that
such Licensed Patent or claim should be abandoned, the matter shall be deemed resolved. If the parties do not agree that such Licensed patent or claim should be abandoned, then LICENSEE shall either:
(1) continue to prosecute the patent application or patent claim, or maintain the patent at issue; or (2) request STANFORD to assume responsibility for prosecution of such patent
application, patent claim in a divisional application or maintenance of such patent and LICENSEE shall lose rights in the abandoned Licensed Patent or claim, as the case may be.



	7.
	ROYALTY REPORTS, PAYMENTS, AND ACCOUNTING



	7.1
	Quarterly Earned Royalty Payment and Report—Beginning with the first sale of a Licensed Product(s), LICENSEE shall make
written reports (even if there are no sales) and earned royalty payments to STANFORD within [*] after the end of each calendar
quarter. This report shall state the number, description, and aggregate Net Sales of Licensed Product(s) during such completed calendar quarter, and resulting calculation pursuant to
Paragraph 6.3 of earned royalty payment due STANFORD for such completed calendar quarter. Concurrent with the making of each such report, LICENSEE shall include payment due STANFORD of
royalties for the calendar quarter covered by such report.



	7.2
	LICENSEE
also agrees to make a written report to STANFORD within [*] after the expiration of the license
pursuant to Section 3.2. LICENSEE shall continue to make reports pursuant to the provisions of this Section 7.2 concerning royalties payable in accordance with Article 6 in
connection with the sale of Licensed Product(s) after expiration of the license, until such time as all such Licensed Product(s) produced under the license have been sold or destroyed. Concurrent with
the submittal of each post-termination report, LICENSEE shall pay STANFORD all applicable royalties.



	7.3
	Accounting—LICENSEE agrees to keep and maintain records for a period of  [*] showing the manufacture,
sale, use, and other disposition of products sold or otherwise disposed of under the license herein
granted. Such records will include general ledger records showing cash receipts and expenses, and records which include production records, customer, serial numbers, and related information in
sufficient detail to enable the royalties payable hereunder by LICENSEE to be determined. LICENSEE further agrees to permit its books 



4





 


and
records to be examined by STANFORD from time to time to the extent necessary to verify reports provided for in Paragraphs 7.1 and 7.2. Such examination is to be made by STANFORD or its designee,
at the expense of STANFORD, except in the event that the results of the audit reveal an underreporting of royalties due STANFORD of  [*] or more, then the audit costs shall be paid by LICENSEE.




	8.
	NEGATION OF WARRANTIES



	8.1
	Nothing
in this Agreement is or shall be construed as:



	(a)
	A
warranty or representation by STANFORD as to the validity or scope of any Licensed Patent(s);



	(b)
	A
warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of
patents, copyrights, and other rights of third parties;



	(c)
	An
obligation to bring or prosecute actions or suits against third parties for infringement, except to the extent and in the circumstances described in
Article 12; or



	(d)
	Granting
by implication, estoppel, or otherwise any licenses or rights under patents or other rights of STANFORD or other persons other than Licensed Patent(s),
regardless of whether such patents or other rights are dominant or subordinate to any Licensed Patent(s).






	8.2
	Except
as expressly set forth in this Agreement, STANFORD MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS
OR IMPLIED WARRANTIES.



	9.
	INDEMNITY



	9.1
	LICENSEE
agrees to indemnify, hold harmless, and defend STANFORD, UCSF-Stanford Health Care and Stanford Health Services and their respective trustees, officers,
employees, students, and agents against any and all claims for death, illness, personal injury, property damage, and improper business practices arising out of the manufacture, use, sale, or other
disposition of Invention(s), Licensed Patent(s), or Licensed Product(s), by LICENSEE or sublicensee(s), or their customers.



	9.2
	STANFORD
shall not be liable for any indirect, special, consequential or other damages whatsoever, whether grounded in tort (including negligence), strict liability, contract or
otherwise. STANFORD shall not have any responsibilities or liabilities whatsoever with respect to Licensed Product(s).



	9.3
	LICENSEE
shall at all times comply, through insurance or self-insurance, with all statutory workers' compensation and employers' liability requirements covering any and
all employees with respect to activities performed under this Agreement.



	9.4
	In
addition to the foregoing, LICENSEE shall maintain, during the term of this Agreement, Comprehensive General Liability Insurance, including Products Liability Insurance, with
reputable and financially secure insurance carrier(s) to cover the activities of LICENSEE and its sublicensee(s). Such insurance shall provide minimum limits of liability of  [*] and shall include
STANFORD, UCSF-Stanford Health Care, Stanford Health Services, their trustees, directors,
officers, employees, students, and agents as additional insureds. Such 



5





 


insurance
shall be written to cover claims incurred, discovered, manifested, or made during or after the expiration of this Agreement and should be placed with carriers with ratings of at least
A- as rated by A.M. Best. Within [*] of the Effective Date of this Agreement, LICENSEE shall furnish a
Certificate of Insurance evidencing primary coverage and additional insured requirements and requiring [*] prior written notice
of cancellation or material change to STANFORD. LICENSEE shall advise STANFORD, in writing, that it maintains excess liability coverage (following form) over primary insurance for at least the minimum
limits set forth above. All such insurance of LICENSEE shall be primary coverage; insurance of STANFORD, UCSF-Stanford Health Care, and Stanford Health Services shall be excess and
noncontributory. 



	10.
	MARKING



	

	Prior
to the issuance of patents on the Invention(s), LICENSEE agrees to mark Licensed Products (or their containers or labels) made, sold, or otherwise
disposed of by it under the license granted in this Agreement with the words "Patent Pending," and following the issuance of one or more patents, with the numbers of the Licensed Patent(s).



	11.
	STANFORD NAMES AND MARKS



	

	LICENSEE
agrees not to identify STANFORD in any promotional advertising or other promotional materials to be disseminated to the public or any portion
thereof or to use the name of any STANFORD faculty member, employee, or student or any trademark, service mark, trade name, or symbol of STANFORD, Stanford Health Services or UCSF-Stanford
Health Care, or that is associated with any of them, without STANFORD's prior written consent.



	12.
	INFRINGEMENT BY OTHERS: PROTECTION OF PATENTS



	12.1
	LICENSEE
shall promptly inform STANFORD of any suspected infringement of any Licensed Patent(s) by a third party. During the Exclusive period of this Agreement, STANFORD and LICENSEE
each shall have the right to institute an action for infringement of the Licensed Patent(s) against such third party in accordance with the following:



	(a)
	If
STANFORD and LICENSEE agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be
borne [*], and any recovery or settlement shall be shared  [*]. LICENSEE and STANFORD shall agree to the manner in which they shall exercise control over
such action. STANFORD may, if it
so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by STANFORD;



	(b)
	In
the absence of agreement to institute a suit jointly, [*] may institute suit, and, at its
option, join [*] as a plaintiff. If [*] decides to
institute suit, then it shall notify [*] in writing. [*]
failure to notify [*] in writing, within [*] after the
date of the notice, that it will join in enforcing the patent pursuant to the provisions hereof, shall be and be deemed conclusively to be  [*] assignment to [*] of all rights, causes of action,
and damages resulting from any such alleged infringement. [*] shall bear the entire cost of such litigation and shall be
entitled to retain [*] of any recovery or settlement; and



	(c)
	In
the absence of agreement to institute a suit jointly and if [*] notifies  [*] that it has decided not to join in or institute a suit, as provided in
(a) or (b) above,  [*] may institute suit. [*] shall bear  [*] of such litigation, including
expenses incurred by  [*]. Any recovery in excess of litigation costs will be shared with  [*] as follows:



	1.
	Any
payment [*] will be  [*] and; 









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	2.
	Any
payment which [*] will be  [*].






	

	LICENSEE
and STANFORD agree to negotiate in good faith an appropriate  [*] for any non-cash settlement or non-cash cross-license.  [*] will not share in the portion
of the recovery, if any, that is payment for "willful infringement."






	12.2
	Should
either STANFORD or LICENSEE commence a suit under the provisions of Paragraph 12.1 and thereafter elect to abandon the same, it shall give timely notice to the other
party who may, if it so desires, continue prosecution of such suit, provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between STANFORD and LICENSEE.



	13.
	SUBLICENSEE(S)



	13.1
	LICENSEE
may grant sublicense(s) during the Exclusive period.



	13.2
	If
LICENSEE is [*] for which there  [*], LICENSEE will, at STANFORD's request, [*].



	13.3
	Any
sublicense(s) granted by LICENSEE under this Agreement shall be subject and subordinate to terms and conditions of this Agreement, except:



	(a)
	Sublicense
terms and conditions shall reflect that any sublicensee(s) may grant sublicenses, [*];
and



	(b)
	The
earned royalty rate specified in the suclicense(s) may be at higher rates than the rates in this Agreement.






	

	Any
such sublicense(s) also shall expressly include the provisions of Articles 7, 8, and 9 for the benefit of STANFORD and provide for the transfer of all
obligations, including the payment of royalties specified in such sublicense(s), to STANFORD or its designee, in the event that this Agreement is terminated.



	13.4
	LICENSEE
agrees to provide STANFORD a copy of any sublicense granted pursuant to this Article 13.



	13.5
	(a)    LICENSEE
shall pay to STANFORD—




	1.
	[*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant
of a sublicense under such rights if such Licensed Product [*] at the time that the sublicense is granted; or



	2.
	[*] of Sublicensee Revenues received by LICENSEE from a Third Party in consideration for the grant
of a sublicense under such rights if such Licensed Product [*] at the time that the sublicense is granted;



	

	less
[*].






	(b)
	Notwithstanding
Paragraph 6.3, if LICENSEE grants a sublicense to Licensed Product and receives Sublicense Revenues in consideration of such sublicense, then
LICENSEE shall pay to STANFORD an earned royalty on Net Sales equal to [*] of Net Sales by LICENSEE and its sublicensees in such
sublicense territory.



	(c)
	Subject
to Paragraph 13.5(b), Sublicensee Revenues shall mean the following payments received by LICENSEE from a Sublicensee in connection with a Sublicense and
the Licensed Products for which such Sublicense is granted all: (i) [*] payments in cash; and
(ii) [*]. It shall not include sharing of, or reimbursement for,  [*].






	13.6
	LICENSEE
may grant [*] sublicenses or cross-licenses provided LICENSEE  [*] STANFORD [*]. 



7





 



	13.7
	The
parties acknowledge that LICENSEE will develop or require access to technologies other than the Licensed Patents to develop and commercialize Licensed Products, and that it will
receive payments from its sublicensees in consideration both for the grant of a sublicense under this Agreement as well as the grant to such sublicensee of other licenses, sublicenses and similar
rights by LICENSEE. Accordingly, LICENSEE shall have the right, in calculating amounts due to STANFORD under Paragraphs 6.3 and 13.5, to determine in good faith which portion of Net Sales and
Sublicense Revenues is attributable to technology covered by the Licensed Patents, and which portion is attributable to other technologies contributing to products sold. In applying the foregoing, the
parties agree that as of the April 23, 2003, that E2F decoy product is covered primarily by intellectual property rights licensed from each of STANFORD hereunder and the Brigham and Women's
Hospital, Inc. ("BWH") pursuant to an agreement between LICENSEE and BWH dated January 1, 1999 (as amended and restated), and that for such product consisting of the compound designated
"E2F decoy" and a pressurized nucleotide delivery device substantially similar to that existing as of April 23, 2003, but that contains no other material component, LICENSEE shall designate  [*] of
the Net Sales and [*] of the Sublicense Revenues
of such product by LICENSEE or sublicensees as attributable to Licensed Patents licensed under this Agreement, absent a basis for an alternative apportionment.



	14.
	TERMINATION



	14.1
	LICENSEE
may terminate this Agreement by giving STANFORD notice in writing at least thirty (30) days in advance of the effective date of termination selected by LICENSEE.



	14.2
	STANFORD
may terminate this Agreement if LICENSEE:



	(a)
	Is
in default in payment of royalty or providing of reports;



	(b)
	Is
in breach of any provision hereof; or



	(c)
	Provides
any false report;






	

	and
LICENSEE fails to remedy any such default, breach, or false report within thirty (30) days after written notice thereof by STANFORD.



	14.3
	Surviving
any termination or expiration are:



	(a)
	LICENSEE's
obligation to pay royalties accrued or accruable;



	(b)
	Any
cause of action or claim of LICENSEE or STANFORD, accrued or to accrue, because of any breach or default by the other party; and



	(c)
	The
provisions of Section 6.6(b), Articles 7, 8, and 9 and any other provisions that by their nature are intended to survive.






	15.
	ASSIGNMENT



	

	This
Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns;  provided, however, that LICENSEE may assign any of its rights, duties or
obligations hereunder with the prior written consent of STANFORD, which consent
may not be unreasonably withheld, except that no prior written consent shall be required in the event that a Third Party acquires substantially all of the assets or outstanding shares of, or merges
with, LICENSEE. LICENSEE shall [*]. No assignment of this Agreement or of any rights hereunder shall relieve LICENSEE of any of
its obligations or liability hereunder. 



8





 



	16.
	ARBITRATION



	16.1
	Any
controversy arising under or related to this Agreement, and any disputed claim by either party against the other under this Agreement excluding any dispute relating to patent
validity or infringement arising under this Agreement, shall be settled by arbitration in accordance with the Licensing Agreement Arbitration Rules of the American Arbitration Association.



	16.2
	Upon
request by either party, arbitration will be by a third party arbitrator mutually agreed upon in writing by LICENSEE and STANFORD within thirty (30) days of such
arbitration request. Judgment upon the award rendered by the arbitrator shall be final and nonappealable and may be entered in any court having jurisdiction thereof.



	16.3
	The
parties shall be entitled to discovery in like manner as if the arbitration were a civil suit in the California Superior Court. The Arbitrator may limit the scope, time and/or
issues involved in discovery.



	16.4
	Any
arbitration shall be held at Stanford, California, unless the parties hereto mutually agree in writing to another place.



	17.
	NOTICES



	

	All
notices under this Agreement shall be deemed to have been fully given when done in writing and deposited in the United States mail, registered or
certified, and addressed as follows: 







	To STANFORD:	 	Office of Technology Licensing

Stanford University

1705 El Camino Real

Palo Alto, CA 94306-1106

Attention: Director
	

To LICENSEE:	
 	

Corgentech Inc.

Suite 460, 610 Gateway Boulevard

South San Francisco, California 94080

Attention: President






	

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



	18.
	WAIVER



	

	None
of the terms of this Agreement can be waived except by the written consent of the party waiving compliance.



	19.
	APPLICABLE LAW



	

	This
Agreement shall be governed by the laws of the State of California applicable to agreements negotiated, executed and performed wholly within
California. 



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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals by their duly authorized officers or representatives. 



	THE BOARD OF TRUSTEE OF THE LELAND STANFORD JUNIOR UNIVERSITY
	

Signature	
 	

/s/  KATHARINE KU      

	Name	 	Katharine Ku

	Title	 	Director Technology Licensing

	Date	 	May 15, 2003

	

LICENSEE
	

Signature	
 	

/s/  JOHN P. MCLAUGHLIN      

	Name	 	John P. McLaughlin

	Title	 	CEO

	Date	 	5/13/03







[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


10











QuickLinks



Exhibit 10.8