Unassociated Document


    EXHIBIT
      10.38.1

     

    

      CONFIDENTIAL
        TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF

      THIS
        DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY

      FILED
        WITH THE COMMISSION.***

      


       

      COLLABORATION
        AGREEMENT

       

      THIS
        COLLABORATION AGREEMENT
        (this
“Agreement”)
        is
        entered into and effective as of this 8th day of September, 2005 (the
“Effective
        Date”),
        by
        and between KING PHARMACEUTICALS, INC., a Tennessee corporation (“King”),
        and
        INYX, INC., a Nevada corporation (“Inyx”).

       

      WHEREAS,
        King
        owns certain technology and proprietary materials related to the drugs Intal
        and
        Tilade; 

       

      WHEREAS,
        Inyx is
        a developer and manufacturer of pharmaceutical aerosol products; and


       

      WHEREAS,
        the
        parties desire to enter into a collaboration for the purpose of developing,
        marketing, and promoting Products (as defined herein); 

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements set forth in this
        Agreement, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

       

      
        	
                1.

              	
                DEFINITIONS

              


      

       

      
        	 	
                1.1

              	
                Definitions.
                  In
                  addition to the terms defined elsewhere herein, as used in this
                  Agreement,
                  the following terms have the meanings specified below when used
                  in this
                  Agreement: 

              


      

       

      ***

       

      ***

       

      “AAA”
        has the
        meaning set forth in Section 2.7(d).

       

      “Act”
        means
        the United States Federal Food, Drug and Cosmetic Act, as amended.

       

      “Affiliate(s)”
        means,
        with respect to any Person, any other Person that directly, or indirectly
        through one or more intermediaries, controls, is controlled by, or is under
        common control with, such Person. A Person will be regarded as in control
        of
        another Person if such Person owns, or directly or indirectly controls, more
        than fifty percent (50%) of the voting securities (or comparable equity
        interests) or other ownership interests of the other Person, or if such Person
        directly or indirectly possesses the power to direct or cause the direction
        of
        the management or policies of the other Person, whether through the ownership
        of
        voting securities, by contract, or any other means whatsoever, provided,
        however, that, for purposes of this Agreement, the term “Affiliate” will not
        include subsidiaries in which a party or its Affiliates owns a majority of
        the
        ordinary voting power to elect a majority of the Board of Directors, but
        is
        restricted from electing such majority by contract or otherwise, until such
        time
        as such restrictions are no longer in effect.

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Agreement”
        means
        this Agreement, together with all appendices, exhibits, and schedules referenced
        herein or attached hereto, and as the same may be amended or supplemented
        from
        time to time hereafter pursuant to the provisions hereof.

       

      “Alliance
        Management Committee”
        or
“AMC”
        has the
        meaning set forth in Section 2.1.

       

      “Approved
        New Product”
        has the
        meaning assigned to it in the Development Agreement.

       

      “Assignors”
        has the
        meaning set forth in Section 5.3.

       

      “Audited
        Party”
        has the
        meaning set forth in Section 10.2(a).

       

      “Auditing
        Party”
        has the
        meaning set forth in Section 10.2(a).

       

      “Calendar
        Quarter”
        means,
        with respect to the first such Calendar Quarter, the period beginning on
        the
        Effective Date and ending on the last day of the calendar quarter within
        which
        the Effective Date falls and, thereafter, each successive period of three
        (3)
        consecutive calendar months ending on March 31, June 30, September 30, or
        December 31. 

       

      “Calendar
        Year”
        means,
        (a) with respect to the first Calendar Year, the period beginning on the
        Effective Date and ending on December 31, 2005 and, (b) with respect to the
        second Calendar Year and Calendar Year thereafter, the period commencing
        on
        January 1 and ending on December 31. 

       

      “Change
        of Control”
        means
        any sale of voting securities or sale of assets (whether by sale, merger,
        consolidation, share exchange, or otherwise in one transaction or a series
        of
        transactions) in or by a party hereto that, directly or indirectly, results
        in
        any Third Party becoming the beneficial owner, directly or indirectly, of
        securities or assets of such first party representing over fifty percent
        (50%)
        of the combined voting power of such Person's then outstanding securities
        or
        over fifty percent (50%) of such first party's total assets.

       

      “Change
        of Control Notice”
        has the
        meaning set forth in Section 11.3(b).

       

      “COGS”
        means
        the fully absorbed manufacturing costs, which includes direct costs and
        allocated costs, but not indirect and overhead costs, attributable to and
        directly in connection with the manufacture of a Product and includes the
        costs
        of all direct material (excluding the Initial Bulk Form), direct labor, direct
        services costs, and any other direct or allocated costs of all goods
        manufactured; provided that such costs, together with any ***, will in no
        event
        be more than *** of Net Sales. All reports submitted pursuant to Section
        3.2(b)
        will include a detailed description of all COGS incurred by each party, and,
        in
        addition to the audit rights set forth in Article 10, King may audit Inyx's
        books and records with respect to such COGS from time to time upon request.
        

       

      
        
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            TREATMENT

          
          

        

        
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      “Collaboration
        Costs”
        means,
        to the extent approved by the AMC, the sum of (a) for so long as the Marketing
        and Promotion Agreement is in effect, ***, (b) ***, (c) ***, (d) ***,
        (e)
        ***, as contemplated by the Manufacturing and Supply Agreement, (f) any other
        cost or expense expressly stated to be a Collaboration Cost in the Collaboration
        Documents or under a Marketing Plan and Budget, (g) quantity, trade, or cash
        discounts, chargebacks, returns, allowances, rebates (including any and all
        federal, state, or local government rebates, such as Medicaid rebates), costs
        incurred in connection with processing the foregoing, and price adjustments,
        to
        the extent actually allowed in any invoice relating to Products (to the extent
        not already deducted as part of the calculation of Net Sales), (h) sales
        and
        other excise taxes and duties or similar governmental charges directly related
        to the sale of Products (to the extent not already deducted as part of the
        calculation of Net Sales), and (i) any other direct and allocable internal
        costs
        and direct and allocable external costs incurred in conducting the Collaboration
        Program, all calculated in accordance with GAAP and all approved by the AMC.
        Notwithstanding anything to the contrary contained herein, Collaboration
        Costs
        will not include (i) indirect costs, overhead, general, and administrative
        costs
        and other similar costs, (ii) any costs that relate to the business of a
        party
        as a whole without specifically referencing a Product, (iii) * * * , or (iv)
        any
        Excluded New Product Costs. In calculating the Collaboration Costs, the
        following principles will apply: (x) there will be no double counting of
        any
        costs or expenses or of any revenues, and (A) to the extent a cost or expense
        has been included in one category or sub-category, it will not be included
        in
        another, (B) to the extent any revenue has been taken into account in one
        category or sub-category, it will not be taken into account in another, and
        * *
        * 

       

      “Collaboration
        Documents”
        means,
        collectively, this Agreement, the Quality Agreement, the Technology Transfer
        Agreement, the Manufacturing and Supply Agreement, the Marketing and Promotion
        Agreement, and the Development Agreement.

       

      “Collaboration
        Program”
        means
        the association of King and Inyx established pursuant to this Agreement and
        the
        other Collaboration Documents.

       

      “Competitor
        Product”
        means
        any product for the treatment of asthma or any other product that is targeted
        for an indication covered by any Product.

       

      “Confidential
        Information”
        has the
        meaning set forth in Section 12.1(a).

       

      “Consultant”
        means a
        Third Party who has entered into or hereafter enters into a written agreement
        with King or Inyx or both to provide consulting services with respect to
        the
        Collaboration Program, as determined by the AMC, which written agreement
        (a)
        includes an assignment of all right, title, and interest in and to all work
        product and all inventions arising from the performance of such services,
        and
        all intellectual property rights attaching thereto, to Inyx or King, as
        applicable, and (b) binds the relevant Third Party by obligations of
        confidentiality and non-use with respect to all such work product, inventions,
        Confidential Information, and intellectual property rights that are at least
        as
        stringent as those set forth herein. 

       

      
        
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            TREATMENT

          
          

        

        
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      “Development
        Agreement”
        has the
        meaning set forth in Section 3.4(d).

       

      “Discretionary
        Funding”
        has the
        meaning set forth in Section 3.3(b).

       

      “Effective
        Date”
        has the
        meaning set forth in the recitals.

       

      “Excluded
        New Product”
        means a
        New Product excluded from the Collaboration Program pursuant to Section 4.2
        of
        the Development Agreement.

       

      “Excluded
        New Product Costs”
        has the
        meaning assigned to it in the Development Agreement.

       

      “Excluded
        Patent Costs”
        has the
        meaning assigned to it in the Development Agreement.

       

      “FDA”
        means
        the United States Food and Drug Administration or any successor organization
        and
        all agencies under their direct control.

       

      “GAAP”
        means
        United States generally accepted accounting principles.

       

      “Improvement(s)”
        means
        any inventions, discoveries, improvements, trade secrets, know-how, and
        proprietary methods and materials that are conceived, made, or developed
        in the
        course of carrying out the Collaboration Program, in each case (a) whether
        or
        not patentable and (b) whether developed or conceived by employees of, or
        Consultants to, King or Inyx, alone or jointly with each other or with permitted
        Third Parties, including permitted sublicensees. The term “Improvements” will
        include the following: (i) any modification of, improvement to, or derivative
        work of a Product or Excluded New Product or then-existing Patent Rights
        or
        Technology, (ii) any integration of a Product or Excluded New Product into
        other
        products, (iii) any information, materials, records, or reports developed
        in
        connection with, or related to, the items in clauses (i) and (ii), and (iv)
        any
        trade secrets, know-how, or intellectual property rights with respect to
        the
        items in clauses (i) through (iii). The term “Improvements” will not include any
        Inyx Respiratory Products.

       

      “IND”
        means
        (a) an Investigational New Drug Application (as defined in 21 CFR § 312.3) that
        is required to be filed with the FDA before beginning clinical testing of
        a
        product in human subjects, or any successor application or procedure, or
        (b) any
        counterpart of a U.S. Investigational New Drug Application that is required
        in
        any other country or region in the Territory before beginning clinical testing
        of a product in human subjects in such country or region.

       

      “indemnitee”
        has the
        meaning set forth in Section 13.3.

       

      “indemnitor”
        has the
        meaning set forth in Section 13.3.

       

      “Infringement”
        has the
        meaning set forth in Section 6.3(a)(i).

       

      “Infringement
        Notice”
        has the
        meaning set forth in Section 6.3(a)(i).

       

      
        
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            TREATMENT

          
          

        

        
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      *
        * *


       

      “Intal”
        means
        (a) the cromolyn sodium inhaler pharmaceutical product in a chloro-fluoro-carbon
        (CFC) propellant driven inhaler and more particularly identified as NDA No.
        18-887 and (b) the cromolyn sodium inhaler pharmaceutical product in a
        hydro-fluoro-alkane (HFA) propellant driven inhaler and more particularly
        identified as pending NDA 20-957, and amendments thereto (the product described
        in this clause (b), “Intal
        HFA”).

       

      “Inyx”
        has the
        meaning set forth in the recitals.

       

      “Inyx
        Respiratory Products”
        has the
        meaning set forth in Section 7.2.

       

      “King”
        has the
        meaning set forth in the recitals.

       

      “King
        Respiratory Product”
        has the
        meaning set forth in Section 8.3.

       

      “Manufacturing
        and Supply Agreement”
        has the
        meaning set forth in Section 3.4(b).

       

      “Manufacturing
        Offer Notice”
        has the
        meaning set forth in Section 8.3.

       

      “market”
        or
“marketing”
        means
        any and all activities directed to the marketing and promotion of a product
        for
        commercial sale and will include pre-launch and post-launch marketing,
        promoting, distributing, offering to sell, and selling a product, importing
        a
        product for sale, and any and all clinical and marketing studies conducted
        after
        obtaining marketing approval for any product (but not including any preclinical
        studies), and interacting with Regulatory Authorities regarding the foregoing.
        

       

      “Marketing
        and Promotion Agreement”
        has the
        meaning set forth in Section 3.4(c).

       

      “Marketing
        Costs”
        means
        the sum of (a) all reasonable out-of-pocket costs and expenses incurred by
        a
        party directly attributable to the following functions for the sale, promotion,
        and marketing of a Product in the Territory: (i) market research on such
        Product
        or relevant indications, (ii) marketing communications and Product advertising,
        (iii) corporate accounts, (iv) managed care, (v) sales force training, (vi)
        product hotlines, (vii) reimbursement support, (viii) contracting, (ix) pricing,
        (x) telemarketing services, (xi) distribution costs, including freight,
        insurance, warehousing, order entry, and billing, (xii) the cost of Product
        detailing of a party's sales force plus reasonable out-of-pocket costs and
        expenses paid to Third Parties for product details provided by such Third
        Parties, (xiii) patient registries, if required, (xiv) the cost of Product
        samples, and (xv) all reasonable out-of-pocket costs and expenses incurred
        by a
        party and directly attributable to the promotion of a Product in the Territory
        and (b) Personnel Costs incurred by a party directly attributable to marketing
        personnel and support staff working (either full time or part of the time)
        on
        the marketing of Products in the Territory. Examples of functions that would
        be
        included in the marketing headcount cost are: marketing, marketing
        communications, clinical research and educational managers, clinical support
        managers, corporate accounts, managed care, product hotlines, sales forecasting,
        reimbursement support (government economic managers), marketing research,
        contracting, and pricing. 

       

      
        
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      “Marketing
        Plan and Budget”
        has the
        meaning set forth in Section 3.1(a).

       

      “NDA”
        means a
        New Drug Application pursuant to Section 505 of the Act (21 U.S.C. Section
        355)
        related to a product, including the Products, submitted to the FDA or any
        successor application or procedure or any foreign counterpart of a U.S. New
        Drug
        Application for approval to market, including, where applicable, applications
        for pricing and reimbursement approval, and all supplements and amendments
        thereto.

       

      “Net
        Sales”
        means
        the gross amount, computed in accordance with GAAP,  received
        for the Products by a party or its Affiliates from Third Parties in the
        Territory, less returns and less the following amounts to the extent deducted
        from invoice or absorbed or accrued by the party or its Affiliates:
        (a) customary quantity, trade, or cash discounts (including inventory
        management agreement fees and discounts), chargebacks, returns, allowances,
        rebates (including any and all federal, state, or local government rebates,
        e.g., Medicaid rebates), and price adjustments allowed or given (including
        retroactive price reductions); (b) sales and other excise taxes, tariffs,
        and duties directly related to the sale, to the extent such items are included
        in the gross amount received; (c) amounts actually refunded due to rejected,
        spoiled, damaged, outdated, or returned Product or for sales that become
        the
        subject of a subsequent temporary or partial recall by a Regulatory Authority
        for safety or efficacy reasons outside the control of the parties; and (d)
        freight, shipment, postage, insurance, and other transportation costs actually
        incurred in shipping Product to a Third Party purchaser. If any Product is
        sold
        to a Third Party in a transaction that is not at arm's length between the
        buyer
        and seller, then the gross amount to be included in the calculation of Net
        Sales
        for such sale will be the amount that would have been invoiced had the
        transaction been conducted at arm's length, which amount will be determined,
        whenever possible, by reference to the average selling price of the relevant
        Product in arm's-length transactions in the country of sale at the time of
        sale.
        If any Product is sold to a Third Party for consideration other than cash
        or for
        consideration that is not readily ascertainable, then the gross amount to
        be
        included in the calculation of Net Sales for such sale will be determined
        based
        on the reasonable value of the consideration given, taking into account the
        average selling price of the relevant Product in arm's-length transactions
        in
        the country of sale at the time of sale. Any goods or services provided in
        exchange of the supply of Products, disposal of Product, or use of Product
        in
        clinical or preclinical trials or as free samples (such samples to be in
        quantities common in the industry for this sort of Product) will not give
        rise
        to any deemed sale under this definition. For purposes of Section 4.3(c)
        of the
        Development Agreement, the foregoing definition will apply to Unmarketed
        Excluded New Products.

       

      “New
        Product”
        means
        any new diagnostic or therapeutic compound, formulation, or product that
        includes Intal or Tilade and any derivatives of Intal or Tilade, or combinations
        thereof, and that treats asthma or any other indication, whether respiratory
        or
        otherwise, and that are developed under the Collaboration Program.

       

      “Offered
        Product”
        has the
        meaning set forth in Section 8.1.

       

      
        
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      “Patent
        Rights”
        means
        the rights and interests in and to issued patents and pending patent
        applications (which for purposes of this Agreement will be deemed to include
        certificates of invention and applications for certificates of invention
        and
        priority rights) in any country in the Territory, including all provisional
        applications, substitutions, continuations, continuations-in-part, divisions,
        and renewals, all letters patent granted thereon, and all reissues,
        reexaminations and extensions thereof, that in each case relate to (a) any
        Product or Excluded New Product or any methods of using and making a Product
        or
        Excluded New Product or (b) any Improvement.

       

      “Person”
        means
        an individual, corporation, partnership, limited liability company, trust,
        business trust, association, joint stock company, joint venture, pool,
        syndicate, sole proprietorship, unincorporated organization, governmental
        authority, or any other form of entity not specifically listed
        herein.

       

      “Personnel
        Costs”
        means
        the reasonable costs of employment of personnel employed by or under contract
        to
        a party, including salaries, benefits (including the costs of cars or allowances
        therefor), travel, lodging, meals, and office and computing
        supplies.

       

      “Product(s)”
        means
        any pharmaceutical product containing Intal or Tilade, and will include any
        Approved New Product but will not include an Excluded New Product. 

       

      “Product
        Offer Notice”
        has the
        meaning set forth in Section 8.1.

       

      “Program
        Plans”
        means
        any written plans (which may include a detailed strategy and proposed timelines)
        describing the activities to be carried out by each party during each Calendar
        Year pursuant to this Agreement or any other Collaboration Document that
        are
        approved by the AMC, or a committee thereof, during the Term. 

       

      “Quality
        Agreement”
        has the
        meaning set forth in Section 3.4(e).

       

      “Regulatory
        and IP Costs”
        means
        Personnel Costs, reasonable out-of-pocket costs and expenses (e.g., filing
        fees,
        user fees, annual product and facility registration fees, permit fees, and
        the
        like) incurred by a party directly attributable (a) to obtaining or maintaining
        Regulatory Approvals for a Product (including any device incorporating the
        Product) (including, for example, communications and meetings with Regulatory
        Authorities) and satisfying all registration and other requirements of
        Regulatory Authorities within the Territory (including, for example, adverse
        event reporting and Product pricing approvals) in connection with each party's
        activities under the Collaboration Program and (b) to preparing, filing,
        prosecuting, maintaining, enforcing, and defending Patent Rights or Technology
        with respect to Products as contemplated in Article 6 hereof.

       

      “Regulatory
        Approval”
        means
        the technical, medical, and scientific licenses, registrations, authorizations,
        and approvals (including approvals of NDAs, supplements and amendments, pre-
        and
        post- approvals, pricing and third party reimbursement approvals, and labeling
        approvals) of any Regulatory Authority necessary for the development (including
        the conduct of clinical trials), manufacture, distribution, marketing,
        promotion, offer for sale, use, import, export, or sale of a Product in a
        regulatory jurisdiction in the Territory.

       

      
        
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      “Regulatory
        Authority”
        means
        the FDA or any counterpart of the FDA outside the United States, or other
        national, supra-national, regional, state, or local regulatory agency,
        department, bureau, commission, council, or other governmental entity with
        authority over the distribution, importation, exportation, manufacture,
        production, use, storage, transport, or clinical testing, pricing, or sale
        of a
        product (including a Product), including any device incorporating the product.
        

       

      “Regulatory
        Filings”
        means,
        collectively, any and all INDs and drug master files (DMFs), NDAs, applications
        for any device incorporating a product (including a Product), applications
        for
        designation of a product as an “Orphan Product(s)” under the Orphan Drug Act or
        any other similar filings (including any foreign equivalents and further
        including any related correspondence and discussions), and all data contained
        therein, as may be required by or submitted to any Regulatory Authority for
        the
        Regulatory Approval.

       

      “Requested
        Party”
        has the
        meaning set forth in Section 10.3(a).

       

      “Requesting
        Party”
        has the
        meaning set forth in Section 10.3(a).

       

      “Respiratory
        Offer Notice”
        has the
        meaning set forth in Section 7.2.

       

      “Technology”
        means
        and includes all inventions, discoveries, improvements, trade secrets, know-how,
        and proprietary methods and materials, whether or not patentable, relating
        to
        the Products or Excluded New Products (including (a) samples of, methods
        of
        production, or use of, and structural and functional information pertaining
        to,
        chemical compounds, proteins, or other biological substances, and (b) data,
        formulations, techniques, and know-how), in each case that (i) are useful
        with
        respect to the Collaboration Program and (ii) (A) are controlled by King
        as of
        the Effective Date or (B) developed or conceived by employees of, or Consultants
        to, King or Inyx, alone or jointly with each other or with permitted Third
        Parties, in the conduct of the Collaboration Program, including all
        Improvements.

       

      “Technology
        Transfer Agreement”
        has the
        meaning set forth in Section 3.4(a).

       

      “Term”
        has the
        meaning set forth in Section 11.1.

       

      “Terminated
        Agreement”
        has the
        meaning set forth in Section 11.8.

       

      “Territory”
        means
        the United States and Canada, including any of their states, provinces,
        territories, possessions, and protectorates, the District of Columbia, and
        the
        Commonwealth of Puerto Rico.

       

      “Third
        Party”
        means
        any Person other than King and Inyx and their respective
        Affiliates.

       

      
        
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      *
        * *
        .

       

      “Tilade”
        means
        (a) the nedocromil sodium inhaler pharmaceutical product in a
        chloro-fluoro-carbon (CFC) propellant driven inhaler and more particularly
        identified in NDA No. 19-660 and (b) a nedocromicl sodium inhaler pharmaceutical
        product in a hydro-fluoro-alkane (HFA) propellant driven inhaler (the product
        described in this clause (b), “Tilade
        HFA”).
        

       

      “Trademark”
        will
        have the meaning assigned to it in the Marketing and Promotion
        Agreement.

       

      *
        * *
        .

       

      1.2 Interpretation.
        When a
        reference is made in this Agreement to Articles, Sections, Exhibits, or
        Schedules, such reference will be to an Article or Section of or Exhibit
        or
        Schedule to this Agreement unless otherwise indicated. The headings contained
        in
        this Agreement are for reference purposes only and will not affect in any
        way
        the meaning or interpretation of this Agreement. Whenever the words
“include,”“includes,” or “including” are used in this Agreement, they will be
        deemed to be followed by the words “without limitation.” Unless the context
        otherwise requires, (i) ”or” is disjunctive but not necessarily exclusive,
        (ii) words in the singular include the plural and vice versa, and
        (iii) the use in this Agreement of a pronoun in reference to a party
        hereto
        includes the masculine, feminine, or neuter, as the context may require.
        The
        Schedules and Exhibits hereto will be deemed part of this Agreement and included
        in any reference to this Agreement. This Agreement will not be interpreted
        or
        construed to require any Person to take any action, or fail to take any action,
        if to do so would violate any applicable law. 

       

      
        	
                2.

              	
                
                  ADMINISTRATION
                    OF THE COLLABORATION

                

              


      

       

      
        	 	
                2.1

              	
                Establishment
                  and Function of AMC.
                  Inyx and King will establish an alliance management committee (the
                  “Alliance
                  Management Committee”
                  or “AMC”)
                  within thirty (30) days of the Effective Date to plan, administer,
                  and
                  monitor the activities of the parties under the Collaboration Program,
                  including all activities set forth in the Program Plans, if any.
                  In
                  particular, the AMC will review and approve, or recommend revisions
                  to,
                  any Program Plans, review and monitor the progress of the Collaboration
                  Program, and recommend necessary adjustments to the Collaboration
                  Program.
                  In planning, administering, and monitoring the Collaboration Program,
                  the
                  AMC will allocate tasks and responsibilities, taking into account
                  each
                  party's respective specific capacities and expertise in order to
                  avoid
                  duplication and to enhance synergies, as well as comply with the
                  requirements of this Agreement and the other Collaboration
                  Documents.

              


      

       

      
        	 	
                2.2

              	
                Membership
                  of the AMC.
                  Each party will appoint three (3) representatives of such party
                  to the
                  AMC. One of King's senior representatives will chair the AMC, but
                  such
                  chair shall not have a casting or tie-breaking vote. Both parties
                  will
                  have the right from time to time to substitute individuals, on
                  a permanent
                  or temporary basis, for any of its previously designated members
                  of the
                  AMC. The members appointed by each party will be vested with appropriate
                  decision-making authority and power by such party. Members of the
                  AMC will
                  be senior executives of the parties (or their Affiliates), respectively,
                  and will not be outside consultants, independent contractors, or
                  outside
                  legal counsel, but such Persons are permitted to attend meetings
                  of the
                  AMC. Each party will bear its own costs associated with its participation
                  on the AMC.

              


      

       

      
        
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            TREATMENT

          
          

        

        
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                2.3

              	
                Committees.
                  The AMC will have the right and power to appoint and delegate its
                  responsibilities to committees as reasonably needed to accomplish
                  its work
                  and the composition and eligibility requirements for the same will
                  be
                  agreed by the members of the AMC. Such committees may include regulatory,
                  clinical/development, sales and marketing, and manufacturing committees.
                  Except as otherwise mandated by the AMC in its minutes, each committee
                  established by the AMC will be governed by the rules and guidelines
                  applicable to the AMC set forth in this Agreement. The AMC will
                  set forth
                  clearly each such committee's decision making responsibilities
                  that have
                  been delegated to it by the AMC. Any member of a committee may
                  send a
                  designee to observe a committee if such member is unable to attend,
                  but
                  such observer will not vote in such member's place unless given
                  a written
                  proxy from such member of the committee. Each party will have the
                  right at
                  any time to substitute individuals, on a permanent or temporary
                  basis, for
                  any of its previously designated representatives to any committee,
                  by
                  giving written notice thereof to the other party. If an issue to
                  be
                  addressed by a committee appears to fall within the oversight and
                  administration of more than one committee, such committees will
                  confer
                  with each other to determine which committee will oversee and administer
                  such issue.

              


      

       

      
        	 	
                2.4

              	
                Responsibilities
                  of the AMC.
                  The AMC will be solely responsible for making all decisions not
                  specifically reserved to either party hereunder, including decisions
                  with
                  respect to the following matters:

              


      

       

      
        	 	
                (i)

              	
                the
                  definition, review, approval, and amendment (not less than annually)
                  of
                  the Program Plans, if any, and all related strategy and objectives
                  (but
                  not the actual conduct of such
                  plans);

              


      

       

      
        	 	
                (ii)

              	
                definition,
                  review, and approval of and changes to the strategy and objectives
                  (but
                  not the actual conduct) of the Collaboration
                  Program;

              


      

       

      
        	 	
                (iii)

              	
                management
                  and allocation of resources of the Collaboration
                  Program;

              


      

       

      
        	 	
                (iv)

              	
                proposal
                  of all budgets for the Collaboration Program, including as described
                  in
                  Article 3; 

              


      

       

      
        
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                (v)

              	
                review
                  and approval of all agreements required or entered into in connection
                  with
                  the Collaboration Program, and any and all amendments thereto;
                  and

              


      

       

      
        	 	
                (vi)

              	
                performance
                  of such other functions as appropriate to further the purposes
                  of this
                  Agreement and the Collaboration Program as determined from time
                  to time by
                  the parties.

              


      

       

      
        	 	
                2.5

              	
                AMC
                  Meetings.
                  During the Term of this Agreement, the AMC will meet: (a) at
                  least
                  once each Calendar Quarter on a date and at a location to be agreed
                  to by
                  the AMC in advance, and (b) upon written notice by either
                  party to
                  the other that a meeting is required or requested, in which case
                  a meeting
                  will be held within thirty (30) calendar days of such notice on
                  a date and
                  at a location to be agreed to by the parties, or sooner if warranted
                  by
                  circumstances. Notice requesting a meeting will include adequate
                  information describing the activity to be reviewed. Any meetings
                  of the
                  AMC may be held in person at a location to be agreed to by the
                  parties, or
                  by videoconference or teleconference. Other representatives of
                  the parties
                  may attend AMC meetings as participants. At least one week prior
                  to any
                  meeting of the AMC, each of the parties will provide the other
                  party with
                  a proposed agenda of the matters to be discussed at such meeting.
                  The
                  parties will agree, at the first meeting of the AMC, upon procedures
                  for
                  maintaining meeting minutes.

              


      

       

      
        	 	
                2.6

              	
                Vote
                  and Approval.
                  The AMC may take action on a matter at a meeting only if a quorum
                  exists
                  with respect to that matter. The attendance of at least two (2)
                  members of
                  the AMC of each party at a meeting will constitute a quorum for
                  the
                  transaction of business. Each member of the AMC will be entitled
                  to cast
                  one (1) vote on any matter to be acted upon at any meeting of the
                  AMC. All
                  decisions made by the AMC will require *** by the members of the
                  AMC
                  present at the meeting. Any action required or permitted to be
                  taken at
                  any meeting of the AMC may be taken without a meeting if the action
                  is
                  taken by all members of the AMC. The action must be evidenced by
                  one or
                  more written consents describing the action taken and signed by
                  each
                  member of the AMC. 

              


      

       

      
        	 	
                2.7

              	
                Dispute
                  Resolution.
                  (a)
                  The parties recognize that disputes as to certain matters may from
                  time to
                  time arise during the Term of this Agreement that relate to either
                  party's
                  rights or obligations hereunder. It is the objective of the parties
                  to
                  establish procedures to facilitate the resolution of disputes arising
                  under this Agreement or any other Collaboration Document in an
                  expedient
                  manner by mutual cooperation and without resort to litigation.
                  To
                  accomplish this objective, the parties agree to follow the procedures
                  set
                  forth in this Section 2.7 if and when a dispute arises under any
                  Collaboration Document.

              


      

       

      
        	 	
                (b)

              	
                Unless
                  otherwise specifically recited in a particular Collaboration Document,
                  disputes between the parties under such Collaboration Document
                  will be
                  first referred to the AMC by either party as soon as reasonably
                  possible
                  after such dispute has arisen. If the AMC is unable to resolve
                  such a
                  dispute within fifteen (15) days of being requested by a party
                  to resolve
                  such dispute, either party may, by written notice to the other,
                  have such
                  dispute referred to their respective executive officers designated
                  below
                  or their designees, for attempted resolution by negotiations within
                  fifteen (15) days after such notice is received. The designated
                  officers
                  are as follows:

              


      

       

      
        
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            TREATMENT

          
          

        

        
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      For
        Inyx:
        Dr. Jack Kachkar, Chairman & CEO

       

      For
        King:
        Brian Markison, President & CEO

       

      
        	 	
                (c)

              	
                In
                  the event such designated officers are unable to resolve such dispute
                  within such 15-day period, then

              


      

       

      
        	 	
                (i)

              	
                to
                  the extent the dispute relates to a clinical or development activity
                  or
                  issue, then such matter will be finally decided by
                  King,

              


      

       

      
        	 	
                (ii)

              	
                to
                  the extent the dispute relates to a regulatory activity or issue,
                  then
                  such matter will be finally decided by
                  King,

              


      

       

      
        	 	
                (iii)

              	
                to
                  the extent the dispute relates to a marketing activity or issue,
                  then such
                  matter will be finally decided by King,
                  or

              


      

       

      
        	 	
                (iv)

              	
                ***

              


      

       

      Notwithstanding
        the foregoing, this subsection (c) will not apply to determinations as to
        whether either party is in breach of any of its obligations under this
        Agreement.

       

      
        	 	
                (d)

              	
                Disputes
                  not subject to the final decision-making authority of either party,
                  as
                  described in Section 2.7(c)(iv) above, will be resolved by binding
                  arbitration in accordance with the rules of the American Arbitration
                  Association (the “AAA”)
                  and the provisions of this Section
                  2.7(d).

              


      

       

      
        	 	
                (i)

              	
                The
                  party desiring to initiate an arbitration proceeding will send
                  a written
                  notice to the other party requesting the commencement of the arbitration
                  proceeding and specifying the issue to be resolved. Within fifteen
                  (15)
                  days from the date such notice is sent, each party will designate
                  one
                  neutral arbitrator. Within fifteen (15) days thereafter, the first
                  two
                  arbitrators will designate a third. Each arbitrator will by training,
                  education, or experience have knowledge of the subject matter of
                  the
                  dispute. If either party fails to choose an arbitrator within the
                  foregoing time period, the AAA will choose an arbitrator on behalf
                  of that
                  party. Disputes about arbitration procedure will be resolved by
                  the
                  arbitrators or, failing agreement, by the AAA in New York, New
                  York.
                  Unless otherwise agreed by the parties, the arbitration proceedings
                  will
                  be conducted in New York, New York.


              


      

       

      
        
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            TREATMENT

          
          

        

        
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                (ii)

              	
                Within
                  5 days of the selection of the final arbitrator, the parties will
                  deliver
                  to the arbitrators a joint letter (A) stating each of the issues
                  that is
                  the subject of the dispute, (B) setting forth each party's final
                  position
                  with respect to each such issue, and (C) directing the arbitrators
                  to
                  resolve the dispute by selecting the final position of one of the
                  parties;
                  provided that, if the parties cannot agree on a joint letter, each
                  party
                  will submit a letter setting forth its position on each issue,
                  and the
                  failure of any party to submit such a joint letter will not prevent
                  the
                  arbitration from proceeding. In addition, each party may submit
                  with the
                  joint letter supporting documentation for such party's final position.
                  In
                  resolving the dispute, the arbitrators will have no authority to
                  make a
                  decision on any issue other than by selecting the final position
                  of one of
                  the parties.

              


      

       

      
        	 	
                (iii)

              	
                An
                  arbitration decision will be rendered in writing within 30 days
                  of the
                  submission of the letter described above, which award will be final
                  and
                  binding on the parties and will be deemed enforceable in any court
                  having
                  concurrent jurisdiction of the subject matter hereof and the parties.
                  In
                  selecting the final position of one of the Parties, the arbitrators
                  will
                  have the authority to grant specific performance and allocate costs
                  between the parties (excluding attorneys' fees, which each party
                  must bear
                  itself); provided that the arbitrators will have no authority to
                  award
                  punitive damages or any damages in excess of the limitations contained
                  in
                  this Agreement. 

              


      

       

      
        	
                3.

              	
                Budget;
                  Collaboration Costs; Collaboration
                  Documents

              


      

       

      
        	 	
                3.1

              	
                Marketing
                  Plan and Budget.
                  (a)
                  On
                  or prior to October 1 of each year during the Term of this Agreement,
                  the
                  AMC will agree upon expense contributions to the Collaboration
                  Program to
                  be made by each party and will approve a marketing plan and budget
                  for the
                  following Calendar Year (each a “Marketing
                  Plan and Budget”);
                  provided that the Marketing Plan and Budget for the period between
                  the
                  Effective Date and December 31, 2005 will be approved by the AMC
                  within
                  one month of the Effective Date. If the parties are unable to agree
                  on a
                  Marketing Plan and Budget prior to October 1, the Marketing Plan
                  and
                  Budget applicable to the current Calendar Year will apply to the
                  following
                  Calendar Year until such time as the parties are able to agree
                  on a new
                  Marketing Plan and Budget. The initial draft of the Marketing Plan
                  and
                  Budget will be developed by King and Inyx for final approval by
                  the AMC,
                  with King developing the portions of the Marketing Plan and Budget
                  relating to clauses (i) through (v) and (xi) in Section 3.1(b)
                  below, and
                  Inyx developing the portions relating to clauses (vi) through (x)
                  below.
                  

              


      

       

      
        
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            TREATMENT

          
          

        

        
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                (b)

              	
                Each
                  Marketing Plan and Budget will set forth the manner in which the
                  Products
                  are to be promoted during the period to which the Marketing Plan
                  and
                  Budget relates and will include, at a minimum: (i) the Collaboration
                  Costs
                  to be incurred in connection with the Collaboration Program; (ii)
                  Products
                  positioning, strategy, and tactics with supporting advertising
                  and
                  promotional activity to be undertaken; (iii) any training or sampling
                  programs to be conducted; (iv) medical and education programs to
                  be
                  conducted; (v) public relations activities; (vi) the minimum number
                  of
                  quarterly and annual details to be provided by each party and targets
                  therefor that will be allocated in a professionally equitable manner;
                  (vii) the number of sales representatives to Detail the Products;
                  (viii)
                  identification of physician targets; (ix) determination of data
                  and
                  materials required to assess sales representatives; (x) Product
                  weighting;
                  and (xi) such other information relating to the marketing of the
                  Products
                  as deemed advisable by the AMC. Neither party will make any material
                  change in any previously approved Marketing Plan and Budget without
                  the
                  prior written approval of the AMC. 

              


      

       

      
        	 	
                3.2

              	
                Collaboration
                  Costs.

              


      

       

      
        	 	
                (a)

              	
                Allocation.
                  All Collaboration Costs incurred by a party on and after the Effective
                  Date through the Term of this Agreement ***.


              


      

       

      
        	 	
                (b)

              	
                Accounting.
                  Within fifteen (15) days following the end of each Calendar Quarter,
                  Inyx
                  and King will submit to the AMC, or any finance committee thereof,
                  an
                  accounting of all Collaboration Costs incurred by it with respect
                  to all
                  Products and the Collaboration Program in the relevant time period.
                  Within
                  fifteen (15) days thereafter, the AMC will produce a report setting
                  forth
                  the calculation of Collaboration Costs and their allocation between
                  the
                  parties in accordance with Section 3.2(a) above. The report will
                  also set
                  forth the amount of any payments that a party must make to the
                  other party
                  in order to achieve *** of the Collaboration Costs as provided
                  in Section
                  3.2(a) above. All such payments will be made within sixty (60)
                  days
                  following the end of the applicable Calendar Quarter. Within thirty
                  (30)
                  days after the end of the Calendar Year relevant to such Calendar
                  Quarters, the AMC will produce a report setting forth the calculation
                  of
                  aggregate Collaboration Costs incurred over the relevant Calendar
                  Year and
                  the allocation between the parties in accordance with Section 3.2(a)
                  above. The report will also set forth the amount of any payments
                  that a
                  party must make to the other party in order to achieve *** of the
                  Collaboration Costs as provided in Section 3.2(a) above. All such
                  payments
                  will be made within sixty (60) days following the end of the applicable
                  Calendar Year. 

              


      

       

      
        
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            TREATMENT

          
          

        

        
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                (c)

              	
                Advance
                  Payments and Offset.
                  Each of the parties will fund projected Collaboration Costs on
                  a monthly,
                  prospective basis, such that all anticipated Collaboration Costs
                  identified in the Marketing Plan and Budget for a given month,
                  or that are
                  otherwise determined by the AMC to be reasonably likely to be incurred
                  in
                  such month, will be allocated between the parties *** in accordance
                  with
                  Section 3.2(a). At the end of each Calendar Quarter, the parties
                  will
                  reconcile their respective funding payments pursuant to Section
                  3.2(b)
                  hereof, and, at the discretion of the party who has funded an amount
                  greater than the Collaboration Costs allocable to such party for
                  the
                  relevant Calendar Quarter, such party will be reimbursed by the
                  other
                  party within ten (10) days after the end of such Calendar Quarter
                  or, at
                  its discretion, will receive a credit against Collaboration Costs
                  payable
                  by that party in the subsequent Calendar Quarter(s), which credit
                  amount
                  will be carried forward until fully
                  credited.

              


      

       

      
        	 	
                (d)

              	
                Currency
                  Conversion.
                  All Collaboration Costs incurred in currencies other than U.S.
                  Dollars
                  will be converted to U.S. Dollars based on the exchange rate quoted
                  in The
                  Wall Street Journal, NY Edition on the last business day of the
                  applicable
                  Calendar Quarter.

              


      

       

      
        	 	
                3.3

              	
                Collaboration
                  Costs Overruns and Additional Expenditures.
                  (a)
                  Each party will use commercially reasonable efforts to complete
                  all tasks
                  assigned to it pursuant to the Collaboration Program in accordance
                  with
                  the funding allocated to such tasks in the Marketing Plan and Budget.
                  In
                  the event either party anticipates or becomes aware that the actual
                  costs
                  of any given task assigned to it may or will likely exceed the
                  funds
                  allocated to such task, such party will promptly notify the AMC.
                  The AMC
                  and any committee charged with primary oversight responsibility
                  for the
                  task in question will work together in good faith for up to thirty
                  (30)
                  days to determine whether to readjust the Marketing Plan and Budget
                  to
                  allocate additional funds to such task, to revise the scope of
                  such task
                  to permit satisfactory completion at the then-budgeted funding
                  level, or
                  both. 

              


      

       

      
        	 	
                (b)

              	
                Notwithstanding
                  the foregoing, either party may, in its discretion, spend additional
                  amounts above and beyond those allocated in the Marketing Plan
                  and Budget
                  (“Discretionary
                  Funding”)
                  on any task assigned to such party pursuant to the Collaboration
                  Program
                  or on any other task the AMC has approved. In such event, the party
                  wishing to expend Discretionary Funding will first inform the other
                  party
                  of its intent to do so. If such other party consents to such Discretionary
                  Funding being deemed a Collaboration Cost, such Discretionary Funding
                  will
                  constitute a Collaboration Cost, and the rights and obligations
                  of the
                  parties with respect to such Collaboration Costs will be determined
                  in
                  accordance with the terms and conditions of the Collaboration Documents
                  as
                  they apply to the Collaboration Program. If such other party does
                  not
                  consent, then such Discretionary Funding will not constitute a
                  Collaboration Cost but will be borne solely by the party undertaking
                  the
                  Discretionary Funding, and the parties will negotiate in good faith,
                  prior
                  to the expenditure of the Discretionary Funding, the rights and
                  obligations of the parties with respect to such Discretionary
                  Funding.

              


      

       

      
        
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            TREATMENT

          
          

        

        
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                (c)

              	
                Notwithstanding
                  Section 2.7(c), except to the extent this Agreement or any other
                  Collaboration Document expressly provides for payments that do
                  not require
                  AMC approval, and except to the extent the AMC has approved any
                  payment
                  hereunder, neither party will (i) be obligated to incur any costs
                  or
                  expend any funds that have not been approved by such party or (ii)
                  have
                  the authority to cause the other party to incur any costs or expend
                  any
                  funds that have not been approved by such other
                  party.

              


      

       

      
        	 	
                3.4

              	
                Collaboration
                  Documents.
                  In furtherance of the Collaboration Program, concurrently herewith,
                  the
                  parties are executing the following
                  agreements:

              


      

       

      
        	 	
                (a)

              	
                a
                  Technology Transfer Agreement, in the form attached hereto as Exhibit
                  A
                  (the “Technology
                  Transfer Agreement”);

              


      

       

      
        	 	
                (b)

              	
                a
                  Manufacturing and Supply Agreement, in the form attached hereto
                  as Exhibit
                  B (the “Manufacturing
                  and Supply Agreement”);

              


      

       

      
        	 	
                (c)

              	
                a
                  Marketing and Promotion Agreement, in the form attached hereto
                  as Exhibit
                  C (the “Marketing
                  and Promotion Agreement”);
                  

              


      

       

      
        	 	
                (d)

              	
                a
                  Development Agreement, in the form attached hereto as Exhibit D
                  (the
                  “Development
                  Agreement”);
                  and

              


      

       

      
        	 	
                (e)

              	
                a
                  Quality Agreement, in the form attached hereto as Exhibit E (the
                  “Quality
                  Agreement”).

              


      

       

      
        	
                4.

              	
                Licenses

              


      

       

      
        	 	
                4.1

              	
                License
                  Grant.
                  Subject to the terms and conditions of this Agreement, beginning
                  on the
                  Effective Date and thereafter during the Term, King hereby grants
                  to Inyx
                  a non-exclusive limited license (without a right to sublicense
                  except as
                  provided in Section 4.2) under the Technology and Patent Rights
                  to make,
                  use, sell, offer for sale, and import Products in the Territory,
                  which
                  license will be exercisable by Inyx only as part of the Collaboration
                  Program and only for the conduct of the activities required in
                  the
                  performance of its obligations or exercise of its rights under
                  the
                  Collaboration Documents. 

              


      

       

      
        
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            TREATMENT

          
          

        

        
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                4.2

              	
                Sublicenses.
                  Inyx may not sublicense any of the rights granted to it pursuant
                  to this
                  Agreement or the other Collaboration Documents, or utilize subcontractors
                  in the performance thereof, except to wholly owned subsidiaries
                  of Inyx.
                  In the event of a grant of a sublicense to any such subsidiary
                  (or any
                  other Person with King's consent), Inyx acknowledges and agrees
                  that it
                  will remain liable for all obligations, including obligations to
                  perform,
                  under the Collaboration Documents and for all actions of such subsidiaries
                  (or other sublicensee) under any such sublicense. All such sublicensees
                  must agree, in writing, to be bound by the terms of the Collaboration
                  Documents, including the confidentiality and assignment provisions
                  thereof. Inyx will notify King, in writing, of any such subsidiary
                  sublicense promptly upon granting of such
                  sublicense.

              


      

       

      
        	 	
                4.3

              	
                Consultants.
                  Inyx, with the prior written consent of the AMC, may use individual
                  Consultants in connection with the performance of its duties and
                  the
                  exercise of its rights under this Agreement and the other Collaboration
                  Documents. Inyx acknowledges and agrees that it will remain liable
                  for all
                  obligations, including obligations to perform, under the Collaboration
                  Documents and for all actions of such Consultants pursuant thereto,
                  and
                  Inyx will indemnify and hold King harmless from and against any
                  and all
                  other claims or liabilities for costs and expenses incurred by
                  reason of
                  any action of any Consultants.

              


      

       

      
        	 	
                4.4

              	
                Termination
                  of Collaboration Documents.
                  Inyx understands and agrees that the scope of the license granted
                  in
                  Section 4.1 will be reduced from time to time as each of the Collaboration
                  Documents expires or terminates.

              


      

       

      
        	
                5.

              	
                Intellectual
                  Property Rights

              


      

       

      
        	 	
                5.1

              	
                Inventions
                  Disclosure and Generally.
                  Each party will promptly provide the AMC with written notice concerning
                  all Improvements that are conceived, made, or developed by employees
                  or
                  Consultants of such party or its Affiliates, whether alone or jointly
                  with
                  the other party or its Affiliates or with permitted Third Parties.
                  Such
                  notice will be treated as the Confidential Information of King
                  hereunder.
                  

              


      

       

      
        	 	
                5.2

              	
                Ownership.
                  King will have sole and exclusive ownership of all right, title,
                  and
                  interest on a worldwide basis, with full rights to license or sublicense,
                  subject to the licenses granted Inyx in the Collaboration Documents,
                  in
                  and to any and all

              


      

       

      
        	 	
                (a)

              	
                the
                  Products and New Products;

              


      

       

      
        	 	
                (b)

              	
                Technology
                  transferred to Inyx's facilities pursuant to the Technology Transfer
                  Agreement;

              


      

       

      
        	 	
                (c)

              	
                Technology
                  and Patent Rights as they exist as of the Effective Date;
                  and

              


      

       

      
        
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                (d)

              	
                any
                  Improvements to the Technology and all associated Patent Rights,
                  developed
                  during the Term, whether developed by King or Inyx or jointly by
                  King and
                  Inyx and any permitted Third Parties, including all rights to any
                  Technology and Patent Rights related to Excluded New
                  Products;

              


      

       

      provided
        that such ownership of right, title, and interest does not extend to the
        Inyx
        Respiratory Products.

       

      
        	 	
                5.3

              	
                Assignment.
                  Inyx agrees to, and hereby does, and will cause each of its employees,
                  Consultants, Affiliates, and permitted sublicensees (collectively
                  with
                  Inyx, the “Assignors”)
                  to, transfer, assign, and convey exclusively to King, its successors
                  and
                  assigns, forever, the entire right, title, and interest in and
                  to all
                  Improvements developed by each such Assignor, alone or jointly
                  with each
                  other or King, including all intellectual property rights associated
                  therewith. Inyx further agrees, and will cause the other Assignors,
                  (i) to
                  promptly provide King with written notice, in sufficient detail,
                  of any
                  Improvements such Assignor makes pursuant to the Collaboration
                  Documents
                  and (ii) to provide King with such additional information and to
                  execute
                  and deliver, and to cause the other Assignors to execute and deliver,
                  any
                  documents or take any other actions or otherwise cooperate with
                  King as
                  may reasonably be necessary, or as King may reasonably request,
                  to
                  document, enforce, protect, or otherwise perfect King's rights
                  in any
                  Improvements, including filing any applicable patent applications.
                  

              


      

       

      
        	 	
                5.4

              	
                Employees.
                  Inyx agrees to have each employee enter into a written agreement
                  with Inyx
                  that includes an assignment to Inyx, or directly to King with respect
                  to
                  all Improvements, of all right, title, and interest in and to all
                  work
                  product and all inventions arising during the course of his or
                  her
                  employment with Inyx in connection with such Improvements or the
                  Collaboration Program, and all intellectual property rights attaching
                  thereto.

              


      

       

      
        	
                6.

              	
                FILING,
                  PROSECUTION, AND MAINTENANCE OF PATENT RIGHTS
                  

              


      

       

      
        	 	
                6.1

              	
                Patent
                  Filing, Prosecution, and Maintenance.
                  During the Term of this Agreement, with respect to any Patent Rights
                  arising hereunder:

              


      

       

      
        	 	
                (a)

              	
                King,
                  acting through patent attorneys or agents of its choice, will be
                  responsible for the preparation, filing, prosecution, and maintenance
                  of
                  all patents and patent applications, whether related to Technology
                  or
                  Patent Rights. At King's request, Inyx will reasonably cooperate
                  with and
                  assist King in connection with such
                  activities.

              


      

       

      
        	 	
                (b)

              	
                Except
                  as expressly provided herein, King makes no warranty with respect
                  to the
                  validity, perfection, or dominance of any patent or other proprietary
                  right or with respect to the absence of rights in Third Parties
                  that may
                  be infringed by the manufacture or sale of any Product. Each party
                  agrees
                  to bring to the attention of the AMC any patent or patent application
                  it
                  discovers that relates to the Collaboration
                  Program.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Except
                  as provided in the Development Agreement with respect to Excluded
                  Patent
                  Costs, all reasonable fees and expenses of counsel and other reasonable
                  costs and expenses of each party attributable to the filing, prosecution,
                  and maintenance of Patent Rights or Technology used or reasonably
                  expected, in the judgment of the AMC, to be used or useful in the
                  Collaboration Program will be deemed Regulatory and IP
                  Costs.

              


      

       

      
        	 	
                6.2

              	
                Information
                  and Cooperation.
                  King will keep the AMC regularly informed of the status of the
                  Patent
                  Rights and will provide to Inyx's legal counsel, subject to appropriate
                  confidentiality or common interest agreements, with (a) copies
                  of all
                  filings and correspondence with the patent offices, administrative
                  boards,
                  or courts that King sends or receives in connection with filing,
                  prosecution, maintenance, and defense of the Patent Rights, and
                  (b) copies
                  of filings and correspondence under clause (a) sufficiently in
                  advance of
                  the due date so as to give Inyx's legal counsel sufficient time
                  to
                  comment; provided nothing herein will limit King's sole right to
                  file,
                  prosecute, maintain, and defend the Patent Rights in its sole
                  discretion.

              


      

       

      
        	 	
                6.3

              	
                Legal
                  Action.
                  

              


      

       

      
        	 	
                (a)

              	
                Actual
                  or Threatened Infringement.
                  

              


      

       

      
        	 	
                (i)

              	
                In
                  the event either party becomes aware of any possible infringement
                  or
                  unauthorized possession, knowledge, or use of any Patent Right,
                  Technology, or any Trademarks (collectively, an “Infringement”),
                  that party will promptly notify the AMC and the other party and
                  provide
                  them with full details (an “Infringement
                  Notice”).
                  The AMC will make a recommendation as to which actions should be
                  taken
                  with respect to such matters; provided that King will have the
                  final
                  decision as to whether to follow such recommendation. King will
                  be under
                  no obligation to prosecute or prevent the Infringement of or relating
                  to
                  Patent Rights, Technology, or Trademarks.


              


      

       

      
        	 	
                (ii)

              	
                If
                  the matter relates to an Excluded New Product and if King does
                  not
                  commence an action to prosecute, or otherwise take steps to prevent
                  or
                  terminate, the Infringement within one hundred eighty (180) days
                  from any
                  Infringement Notice, expressly excluding any immaterial infringement,
                  then
                  Inyx will have the right and option to take such action as Inyx
                  will
                  consider appropriate to prosecute or prevent such Infringement,
                  but only
                  if such Infringement is in the Territory. No suit instituted by
                  Inyx
                  pursuant to this clause (ii) may be settled without the approval
                  of the
                  AMC.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      
        	 	
                (iii)

              	
                All
                  reasonable costs and expenses expended by a party in connection
                  herewith
                  will be deemed Collaboration Costs to the extent the same are related
                  to a
                  Product. All monies or other assets recovered by a party pursuant
                  hereto
                  will be allocated first to offset all costs and expenses of such
                  suit, and
                  all remaining amounts will be retained by
                  King.

              


      

       

      
        	 	
                (iv)

              	
                If
                  either party determines that it is necessary or desirable for the
                  other to
                  join any such suit, action, or proceeding, the other party will,
                  upon
                  written notice from the prosecuting party, execute all papers and
                  perform
                  such other acts as may be reasonably required in the
                  circumstances.

              


      

       

      
        	 	
                (v)

              	
                Each
                  party will always have the right to be represented by counsel of
                  its own
                  selection in any suit instituted under this Section 6.3 by the
                  other party
                  for Infringement. If either party lacks standing and the other
                  party has
                  standing to bring any such suit, action, or proceeding, then such
                  other
                  party will bring such suit at the request of the first party.
                  

              


      

       

      
        	 	
                (vi)

              	
                In
                  any action under this Section 6.3, the parties will fully cooperate
                  with
                  and assist each other. 

              


      

       

      
        	 	
                (b)

              	
                Defense
                  of Claims.
                  

              


      

       

      
        	 	
                (i)

              	
                In
                  the event that any action, suit, or proceeding is brought against
                  King or
                  Inyx or any Affiliate of either party alleging the infringement
                  of the
                  technology or intellectual property rights of a Third Party by
                  reason of
                  any party's activities performed pursuant to the Collaboration
                  Documents,
                  the AMC will determine how the parties will defend themselves in
                  such
                  action. All costs related to the same will be deemed Regulatory
                  and IP
                  Costs. Each party will have the right to separate counsel in any
                  such
                  action or proceeding. The parties will cooperate with each other
                  in the
                  defense of any such suit, action, or proceeding; provided, however,
                  that
                  King will have the option to assume control of the defense of any
                  action,
                  suit, or proceeding. The parties will give each other prompt written
                  notice of the commencement of any such suit, action, or proceeding
                  or
                  claim of infringement and will furnish each other a copy of each
                  communication relating to the alleged infringement. King, in its
                  sole
                  discretion, may compromise, litigate, settle, or otherwise dispose
                  of any
                  such suit, action, or proceeding. If the defending party agrees
                  that the
                  other party should institute or join any suit, action, or proceeding
                  pursuant to this Section 6.3, the defending party may join the
                  other party
                  as a party to the suit, action, or proceeding, and the party so
                  joined
                  will execute all documents and take all other actions, including
                  giving
                  testimony, that may reasonably be required in connection with the
                  prosecution of such suit, action, or
                  proceeding.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

              	
                If
                  as a consequence of such action, suit, or proceeding by a Third
                  Party
                  claiming that the discovery, development, manufacture, use, or
                  sale of a
                  Product or Excluded New Product infringes such Third Party's intellectual
                  property rights, the parties will examine and discuss in good faith
                  the
                  consequences of such prohibition or restriction or other conditions
                  on
                  this Agreement and the other Collaboration Documents and on possible
                  modifications thereto.

              


      

       

      
        	 	
                6.4

              	
                Trademark
                  Prosecution.
                  King will be responsible for the filing, prosecution, defense,
                  and
                  maintenance before all trademark offices of any Trademarks applicable
                  to
                  the Products and the Excluded New Products, and all related and
                  reasonable
                  costs and expenses will be deemed Regulatory and IP
                  Costs.

              


      

       

      
        	
                7.

              	
                Obligations
                  OF INYX

              


      

       

      
        	 	
                7.1

              	
                *
                  *
                  *

              


      

       

      
        	 	
                7.2

              	
                *
                  * * 

              


      

       

      
        	
                8.

              	
                Obligations
                  OF KING 

              


      

       

      
        	 	
                8.1

              	
                *
                  * * 

              


      

       

      
        	 	
                8.2

              	
                *
                  * *

              


      

       

      
        	 	
                8.3

              	
                Manufacturing
                  Right of First Negotiation.
                  Subject to the terms and conditions of this Section 8.3, during
                  the Term,
                  King grants to Inyx a right of first negotiation with respect to
                  the
                  manufacture of any products of King in the respiratory field not
                  already
                  manufactured pursuant to the Manufacturing and Supply Agreement
                  (a
                  “King
                  Respiratory Product”).
                  In the event that King elects to have a party other than King or
                  its
                  Affiliates manufacture a King Respiratory Product, King will deliver
                  to
                  Inyx a written notice (the “Manufacturing
                  Offer Notice”)
                  identifying the King Respiratory Product and the price and terms,
                  if any,
                  upon which King proposes to have such King Respiratory Product
                  manufactured. Inyx will have fifteen (15) business days following
                  the
                  receipt of any such Manufacturing Offer Notice to notify King in
                  writing
                  of Inyx's election to negotiate with King. Upon receipt of Inyx's
                  election, King will negotiate exclusively with Inyx for a period
                  of
                  forty-five (45) days with respect to the manufacture of such King
                  Respiratory Product, based on the price and terms, if any, set
                  out in the
                  Manufacturing Offer Notice. In the event the parties fail to come
                  to terms
                  regarding the manufacture of the King Respiratory Product within
                  the
                  aforesaid period, or, if having agreed to terms, the parties are
                  unable to
                  enter definitive agreements within thirty (30) days following such
                  agreement, then King will be free to enter into an agreement with
                  a Third
                  Party to manufacture such King Respiratory Product on terms and
                  conditions
                  agreed to by King and such Third
                  Party.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        	 	
                8.4

              	
                ***

              


      

       

      
        	
                9.

              	
                CERTAIN
                  REGULATORY MATTERS

              


      

       

      
        	 	
                9.1

              	
                Regulatory
                  Filings.
                  King will be responsible for filing, obtaining, and maintaining
                  Regulatory
                  Approvals in connection with the Collaboration Program, including
                  all
                  Excluded New Products and including making all Regulatory Filings;
                  and all
                  such approvals, including any NDAs and INDs, will be owned by and
                  held in
                  the name of King. 

              


      

       

      
        	 	
                9.2

              	
                AMC
                  Oversight.
                  King will provide the AMC with reports on the progress of all Regulatory
                  Filings and communications with Regulatory Authorities in the Territory
                  and, if requested by the AMC, with (i) copies of all Regulatory
                  Filings
                  relating to the Territory and (ii) copies of all correspondence
                  with
                  Regulatory Authorities in the Territory. To the extent practicable
                  and
                  consistent with applicable laws, King will afford Inyx a reasonable
                  opportunity to comment on such Regulatory Filings; provided that
                  nothing
                  herein will limit King's sole right to oversee such Regulatory
                  Filings.

              


      

       

      
        	 	
                9.3

              	
                Inyx's
                  Responsibilities.
                  Inyx agrees to cooperate with King with respect to the activities
                  hereunder, including as follows:

              


      

       

      
        	 	
                (a)

              	
                to
                  make Inyx's personnel reasonably available, upon reasonable notice
                  of
                  King, at such personnel's place of employment to consult with King
                  on
                  issues arising related to the activities conducted in accordance
                  with this
                  Article 9 or otherwise relating to regulatory matters involving
                  the
                  Products or Excluded New Products, including any request from any
                  Regulatory Authority, including regulatory, scientific, technical,
                  and
                  clinical testing issues, or
                  otherwise;

              


      

       

      
        	 	
                (b)

              	
                to
                  cooperate with King, at King's request, to comply with specific
                  requests
                  of a Regulatory Authority with respect to data supplied or to be
                  supplied
                  for filing with such Regulatory Authority, or with respect to Products
                  supplied by King; and

              


      

       

      
        	 	
                (c)

              	
                from
                  time to time, or upon reasonable request, during the term of this
                  Agreement, to transfer to King all previously undisclosed data
                  relating to
                  the Products and Excluded New Products that is in Inyx's possession
                  or
                  control.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      
        	 	
                9.4

              	
                Regulatory
                  Costs.
                  All costs and expenses associated with filing, obtaining, and maintaining
                  Regulatory Approvals in connection with the Collaboration Program
                  will be
                  deemed Regulatory and IP Costs.

              


      

       

      
        	 	
                9.5

              	
                Licenses.
                  Each party hereto will, at its sole cost and expense, maintain
                  in full
                  force and effect all necessary licenses, permits, and other authorizations
                  required by law, regulation, ordinance, or statute to carry out
                  its duties
                  and obligations under the Collaboration
                  Documents.

              


      

       

      
        	
                10.

              	
                RECORDKEEPING
                  AND AUDITS

              


      

       

      
        	 	
                10.1

              	
                Maintenance
                  of Books and Records.
                  Each party will maintain complete and accurate books and records
                  in
                  sufficient detail, in accordance with GAAP and all applicable laws,
                  rules,
                  ordinances, and regulations, to enable verification of the performance
                  of
                  such party's obligations under the Collaboration Documents and
                  verification of the Collaboration Costs incurred by such party.
                  Such
                  records will be maintained for a period of twenty-four (24) months
                  after
                  the end of the Term or longer if required by applicable law.
                  

              


      

       

      
        	 	
                10.2

              	
                Payment
                  Audits.
                  (a)
                  Either party (herein, the “Auditing
                  Party”)
                  may demand, no more than once during any Calendar Year from the
                  Effective
                  Date until two (2) years following the end of the Term, an audit
                  of the
                  relevant books and records of the other party (herein, the “Audited
                  Party”)
                  in order to verify the Audited Party's reports with respect to
                  Collaboration Costs and any payments required under the Collaboration
                  Documents. Upon no less than fifteen (15) days' prior written notice
                  to
                  the Audited Party, the Audited Party will grant access to the relevant
                  books and records of the Audited Party to members of a nationally
                  recognized independent public accounting firm selected by the Auditing
                  Party in order to conduct a review or audit thereof. Such access
                  will be
                  available during normal business hours. The accountants will report
                  their
                  conclusions and calculations to the Auditing Party and the Audited
                  Party;
                  provided that in no event will the accountants disclose any information
                  of
                  the Audited Party except to the extent necessary to verify the
                  Audited
                  Party's reporting and other compliance with the terms of this Agreement,
                  and, at the request of the Audited Party, such accountants will
                  execute
                  appropriate non-disclosure agreements. Except as hereinafter set
                  forth,
                  the Auditing Party will bear the full cost of the performance of
                  any such
                  audit.

              


      

       

      
        	 	
                (b)

              	
                If,
                  as a result of any audit of the books and records of Audited Party,
                  it is
                  shown that the payments from one party to the other under this
                  Agreement
                  with respect to the period of time audited were less than or more
                  than the
                  amount that should have been paid, or it is shown that the Collaboration
                  Costs claimed by the Audited Party were overstated, then the parties
                  will
                  reconcile the amounts owed by each party to the other. In addition,
                  if
                  such audit demonstrates that Collaboration Costs were overstated
                  or
                  revenue underreported by more than *** for the period audited,
                  then the
                  Audited Party will also reimburse the Auditing Party for its documented
                  reasonable out-of-pocket costs and expenses incurred in connection
                  with
                  the audit.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	 	
                10.3

              	
                Compliance
                  Audits. (a)
                  In
                  addition to the access and audit rights of the parties set forth
                  in
                  Section 10.2, no more than once during any Calendar Year during
                  the Term,
                  upon reasonable prior notice, each party (the “Requested
                  Party”)
                  will, and will cause its Affiliates to, afford to the other party
                  (the
                  “Requesting
                  Party”)
                  reasonable access during normal business hours (and at such other
                  times as
                  the parties may mutually agree) to such of the Requested Party's
                  relevant
                  books, records, and other information as the Requesting Party may
                  reasonably request in order to monitor the Requested Party's compliance
                  with such party's obligations under the Collaboration Program.
                  Such access
                  will be available during normal business hours. Any inspection
                  conducted
                  by either party pursuant to this Section 10.3 will be at the sole
                  cost and
                  expense of the Requesting Party.

              


      

       

      
        	
                11.

              	
                TERM
                  AND TERMINATION

              


      

       

      
        	 	
                11.1

              	
                Term
                  of Agreement.
                  The term of this Agreement (the “Term”)
                  will commence as of the Effective Date hereof and will continue,
                  unless
                  terminated sooner or extended as provided below, until the earlier
                  of (i)
                  the later of December 31, 2015 and the last date on which any Approved
                  New
                  Product is sold and (ii) expiration or termination of the last
                  of the
                  other Collaboration Documents.

              


      

       

      
        	 	
                11.2

              	
                Termination
                  by Either Party. (a)
                  Each party will have the right to terminate this Agreement at any
                  time
                  upon written notice to the other party, if such other party breaches
                  in a
                  material way any of the representations, warranties, covenants,
                  or
                  agreements set forth in this Agreement or otherwise materially
                  defaults in
                  the performance of any of its duties or obligations under this
                  Agreement,
                  which breach or default is not cured within sixty (60) days after
                  written
                  notice is given to the breaching party specifying the breach or
                  default.

              


      

       

      
        	 	
                (b)

              	
                Each
                  party may, by written notice delivered to the breaching party,
                  terminate
                  this Agreement if there are two or more similar or substantially
                  similar
                  material breaches of this Agreement by the breaching party within
                  any
                  12-month period, which termination will be effective thirty (30)
                  days
                  following such written notice; provided, however, that any failure
                  of a
                  non-breaching party to exercise this termination right with respect
                  to
                  certain breaches will not be deemed a waiver of the ability of
                  such
                  non-breaching party to exercise this right upon any subsequent
                  breach.

              


      

       

      
        	 	
                (c)

              	
                To
                  the extent permitted by law, each party will have the right to
                  terminate
                  this Agreement immediately upon notice to the other party, if such
                  other
                  party is declared bankrupt or insolvent, if there is an assignment
                  for the
                  benefit of creditors, or if a receiver is appointed or proceedings
                  commenced (and not dismissed within sixty (60) days), voluntarily
                  or
                  involuntarily, under any bankruptcy or similar
                  law.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      
        	 	
                11.3

              	
                Termination
                  by King. (a)
                  King will have the right to terminate this Agreement immediately
                  upon
                  written notice to Inyx if (i) subject to the terms of Section 11.3(b)
                  below, there is a Change of Control of Inyx, or (ii) the Manufacturing
                  and
                  Supply Agreement terminates.

              


      

       

      
        	 	
                (b)

              	
                *
                  *
                  * 

              


      

       

      
        	 	
                11.4

              	
                Effects
                  of Termination. (a)
                  Upon termination or expiration of this Agreement, all other Collaboration
                  Documents, except the Manufacturing and Supply Agreement and the
                  Quality
                  Agreement, and the Development Agreement (to the extent provided
                  in
                  Section 7.3 of such agreement), will concurrently
                  terminate.

              


      

       

      
        	 	
                (b)

              	
                Neither
                  the termination nor expiration of this Agreement will release or
                  operate
                  to discharge either party from any liability or obligation that
                  may have
                  accrued prior to such termination or expiration. Any termination
                  of this
                  Agreement as provided herein will not be an exclusive remedy but
                  will be
                  in addition to any remedies whatsoever that may be available to
                  the
                  terminating party.

              


      

       

      
        	 	
                (c)

              	
                Notwithstanding
                  the giving of any notice of termination pursuant to this Article
                  11, each
                  party will continue to fulfill its obligations under this Agreement
                  at all
                  times until the effective date of any such
                  termination.

              


      

       

      
        	 	
                11.5

              	
                Actions
                  Upon Termination.
                  Upon the termination or expiration of this Agreement for any reason,
                  

              


      

       

      
        	 	
                (a)

              	
                Except
                  as provided in a concurrently terminating Collaboration Document,
                  Inyx
                  will immediately cease all uses of the license granted hereunder;
                  

              


      

       

      
        	 	
                (b)

              	
                Inyx
                  will deliver to King all Improvements and all documents, material,
                  data,
                  records, analyses, and information related thereto;
                  and

              


      

       

      
        	 	
                (c)

              	
                The
                  parties will cooperate with each other, including by making their
                  personnel and other resources reasonably available to each other
                  as
                  necessary, for a period of ninety (90) days to effect an orderly
                  termination of the Collaboration Program and an orderly transition
                  of
                  Collaboration Program responsibilities to
                  King.

              


      

       

      
        	 	
                11.6

              	
                Survival.
                  The provisions of Articles 2 (to the extent necessary for the AMC
                  to
                  perform the actions assigned to it following termination or expiration
                  of
                  this Agreement or any other Collaboration Document), 5, 11, 12,
                  13, and 15
                  and Sections 10.1, 10.2, and 14.3 will survive any expiration or
                  termination of this Agreement.

              


      

       

      
        	 	
                11.7

              	
                Payments
                  Upon Termination. (a)
                  The
                  expiration or termination of this Agreement pursuant to this Article
                  11
                  will not release either party from any obligation to pay to the
                  other
                  party any amounts accrued under any of the Collaboration Documents
                  in
                  connection with activities completed, Collaboration Costs incurred,
                  and
                  revenue realized with respect to the period prior to the effective
                  date of
                  such expiration or termination.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      
        	 	
                (b)

              	
                Within
                  thirty (30) days after the expiration or termination of this Agreement,
                  each party will provide to the other (i) a reasonably detailed
                  statement of Collaboration Costs incurred by such party during
                  the period
                  of January 1 of the Calendar Year in which such expiration
                  or
                  termination occurs through the effective date of such expiration
                  or
                  termination; and (ii) any final reports with respect to
                  revenue or
                  Net Sales relating to the Products during such period, as required
                  by any
                  of the other Collaboration
                  Documents.

              


      

       

      
        	 	
                (c)

              	
                Within
                  thirty (30) days after receipt of such information, the AMC will
                  determine
                  the net amounts due and or payable by Inyx and King, and such amounts
                  will
                  be paid by the parties within thirty (30) days after such AMC
                  determination.

              


      

       

      
        	 	
                11.8

              	
                Effects
                  of Termination of any Collaboration Document.
                  Upon termination or expiration of any Collaboration Document (the
                  “Terminated
                  Agreement”),
                  except to the extent of the survival of any provisions thereof,
                  all
                  references to Collaboration Documents herein will not include a
                  reference
                  to such Terminated Agreement.

              


      

       

      
        	
                12.

              	
                CONFIDENTIALITY;
                  Announcements

              


      

       

      
        	 	
                12.1

              	
                Confidential
                  Information. (a)
                  Each party acknowledges that it may receive confidential or proprietary
                  information (the “Confidential
                  Information”)
                  of the other party in the performance of the Collaboration Documents,
                  including information obtained or reviewed in connection with any
                  audits
                  or investigations performed pursuant to Section 10.2 or Section
                  10.3 of
                  this Agreement. Each party will hold confidential and will not,
                  directly
                  or indirectly, disclose, publish, or use for the benefit of any
                  Third
                  Party or itself, except in carrying out its duties under the Collaboration
                  Documents, any confidential or proprietary information of the other
                  party
                  or confidential or proprietary information jointly developed by
                  the
                  parties, without first having obtained the furnishing party's written
                  consent to such disclosure or use. “Confidential
                  Information”
                  will include know-how, scientific information, clinical data, efficacy
                  and
                  safety data, adverse event information, formulas, methods and processes,
                  specifications, pricing information (including discounts, rebates,
                  and
                  other price adjustments), and other terms and conditions of sales,
                  customer information, business plans, and all other intellectual
                  property.
                  The Patent Rights and Technology will be deemed the Confidential
                  Information of King. The restrictions in this Article 12 will not
                  apply to
                  any information that:

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                is
                  or becomes part of the public domain other than by unauthorized
                  acts of
                  the receiving party or its Affiliates, sublicensees, Consultants,
                  and
                  contractors, as applicable;

              


      

       

      
        	 	
                (ii)

              	
                can
                  be shown by written documentation to have been disclosed to the
                  receiving
                  party or its Affiliates or sublicensees by a Third Party who was
                  not
                  otherwise prohibited from transmitting the information to the receiving
                  party by a contractual, legal, or fiduciary obligation of confidence
                  to
                  the disclosing party;

              


      

       

      
        	 	
                (iii)

              	
                prior
                  to disclosure under this Agreement, was already in the possession
                  of the
                  receiving party or its Affiliates or sublicensees, provided such
                  information was not obtained directly or indirectly from the other
                  party
                  hereto pursuant to a confidentiality
                  agreement;

              


      

       

      
        	 	
                (iv)

              	
                can
                  be shown by written documentation to have been independently developed
                  by
                  the receiving party or its Affiliates without breach of any of
                  the
                  provisions of this Agreement, including without reference to the
                  Confidential Information of the disclosing
                  party;

              


      

       

      
        	 	
                (v)

              	
                is
                  disclosed by the receiving party pursuant to oral questions,
                  interrogatories, requests for information or documents, subpoena,
                  or a
                  civil investigative demand of a court or governmental agency; provided,
                  however, that the receiving party notifies the other party promptly
                  following receipt thereof so that the other may seek a protective
                  order or
                  other appropriate remedy to prevent or limit such disclosure; and
                  provided
                  further that the receiving party furnishes only that portion of
                  the
                  information that it is advised by counsel is legally required and
                  imposes
                  such obligations of secrecy as are possible in that
                  regard;

              


      

       

      
        	 	
                (vi)

              	
                is
                  required or permitted to be disclosed by the receiving party under
                  any
                  statutory, regulatory, or similar legislative requirement or any
                  rule of
                  any stock exchange to which it or any Affiliate is subject; provided,
                  however, that the other party will be allowed to review the proposed
                  disclosure and the receiving party agrees to consider in good faith
                  any
                  proposed revisions thereof provided to the receiving party within
                  two (2)
                  business days of the other party's receipt of the proposed disclosure,
                  and
                  the parties will seek confidential treatment for such disclosure
                  as
                  permitted by applicable law; or

              


      

       

      
        	 	
                (vii)

              	
                is
                  required by authorities to obtain Regulatory
                  Approval.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      
        	 	
                (b)

              	
                The
                  receiving party agrees that it will disclose the Confidential Information
                  only to its employees and Consultants who need to know such Confidential
                  Information for such party to perform its obligations hereunder.
                  The
                  receiving party agrees (i) to inform all of its employees and Consultants
                  who receive Confidential Information of the confidential nature
                  thereof
                  and to direct all such employees and Consultants to treat the Confidential
                  Information confidentially in accordance with this Agreement; (ii)
                  to be
                  responsible for any breach of the Agreement by any of its employees
                  and
                  Consultants; and (iii) to make all reasonable, necessary, and appropriate
                  efforts to safeguard the Confidential Information from disclosure
                  other
                  than as permitted hereby, which will include requiring all employees
                  and
                  Consultants who have access to Confidential Information of the
                  disclosing
                  party to execute written obligations to maintain the same in confidence
                  and not to use such information except as expressly permitted under
                  the
                  Collaboration Documents. Each party agrees to enforce confidentiality
                  obligations to which its employees and Consultants are
                  obligated.

              


      

       

      
        	 	
                (c)

              	
                Upon
                  the expiration or termination of this Agreement or upon request
                  of the
                  disclosing party, the receiving party will return to the disclosing
                  party
                  any and all Confidential Information of the disclosing party and
                  any
                  reproductions thereof.

              


      

       

      
        	 	
                (d)

              	
                The
                  obligations set forth in this Article 12 will survive the termination
                  or
                  expiration of this Agreement for a period of five (5) years (or,
                  in the
                  case of any Confidential Information identified as a trade secret
                  by the
                  disclosing party at the time of disclosure, for so long as such
                  trade
                  secret Confidential Information is susceptible of remaining a trade
                  secret). 

              


      

       

      
        	 	
                12.2

              	
                Public
                  Announcements.
                  The form and content of any public announcement to be made by one
                  party
                  regarding this Agreement, any of the other Collaboration Documents,
                  or the
                  Collaboration Program, or the subject matter contained in the
                  Collaboration Documents, will be subject to the prior written consent
                  of
                  the other party (which consent will not be unreasonably withheld,
                  delayed,
                  or conditioned), except as may be required by applicable law (including
                  disclosure requirements of the Securities and Exchange Commission,
                  the New
                  York Stock Exchange, NASDAQ, or any other stock exchange), in which
                  event
                  such party will endeavor to give the other party reasonable advance
                  notice
                  and review of any such disclosure.

              


      

       

      
        	
                13.

              	
                INDEMNIFICATION
                  AND INSURANCE

              


      

       

      
        	 	
                13.1

              	
                Indemnification
                  by Inyx.
                  Inyx will defend, indemnify, and hold King and its Affiliates,
                  and their
                  respective officers, directors, employees, agents, successors,
                  and
                  assigns, harmless from and against any and all Third Party claims,
                  liabilities, losses, costs, actions, suits, judgments, damages,
                  and
                  expenses (including attorneys' fees and costs) arising out of:
                  (a) any breach by Inyx of any representation, warranty,
                  or covenant
                  contained in the Collaboration Documents; (b) the negligence
                  or
                  willful misconduct of Inyx, its Affiliates, or their respective
                  employees
                  or agents in the performance of any obligation under the Collaboration
                  Documents; and (c) any claims relating to the performance or
                  nonperformance of Inyx's obligations under the Collaboration Documents;
                  provided, however, that Inyx will not be required to indemnify
                  King with
                  respect to any such claim, liability, loss, cost, action, suit,
                  damage, or
                  expense hereunder to the extent the same is caused primarily by
                  any breach
                  of contract, negligent act or omission or intentional misconduct
                  by King
                  or any or its Affiliates or is otherwise covered by King's indemnification
                  obligation in Section 13.2.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      
        	 	
                13.2

              	
                Indemnification
                  by King.
                  King will defend, indemnify, and hold Inyx and its Affiliates,
                  and their
                  respective officers, directors, employees, agents, successors,
                  and
                  assigns, harmless from and against any and all Third Party claims,
                  liabilities, losses, costs, actions, suits, judgments, damages,
                  and
                  expenses (including attorneys' fees and costs) arising out of:
                  (a) any breach by King of any representation, warranty,
                  or covenant
                  contained in the Collaboration Documents; (b) the negligence
                  or
                  willful misconduct of King, its Affiliates, or their respective
                  employees
                  or agents in the performance of any obligation under the Collaboration
                  Documents; and (c) any claims relating to the performance or
                  nonperformance of King's obligations under the Collaboration Documents;
                  provided, however, that King will not be required to indemnify
                  Inyx with
                  respect to any such claim, liability, loss, cost, action, suit,
                  damage, or
                  expense hereunder to the extent the same is caused primarily by
                  any breach
                  of contract, negligent act or omission or intentional misconduct
                  by Inyx
                  or any or its Affiliates or is otherwise covered by Inyx's indemnification
                  obligation in Section 13.1.

              


      

       

      
        	 	
                13.3

              	
                Claims
                  Procedures.
                  A
                  party (the “indemnitee”)
                  that intends to claim indemnification under this Article 13 will
                  notify
                  the other party (the “indemnitor”)
                  within a reasonable time in writing of any action, claim, or liability
                  in
                  respect of which the indemnitee believes it is entitled to claim
                  indemnification; provided that the failure to give timely notice
                  to the
                  indemnitor will not release the indemnitor from any liability to
                  the
                  indemnitee except to the extent the indemnitor is actually prejudiced
                  thereby. The indemnitor will have the right, by notice to the indemnitee,
                  to assume the defense of any such action or claim within the fifteen
                  (15)
                  day period after the indemnitor's receipt of notice of any action
                  or claim
                  with counsel of the indemnitor's choice and at the sole cost of
                  the
                  indemnitor. If the indemnitor does not so assume the defense of
                  such Third
                  Party claim, the indemnitee may assume such defense with counsel
                  of its
                  choice and at the sole cost of the indemnitor. If the indemnitor
                  so
                  assumes such defense, the indemnitee may participate therein through
                  counsel of its choice, but at the sole cost of the indemnitee.
                  The party
                  not assuming the defense of any such claim will render all reasonable
                  assistance to the party assuming such defense, and all reasonable
                  out-of-pocket costs of such assistance will be for the account
                  of the
                  indemnitor. No such claim will be settled other than by the party
                  defending the same, and then only with the consent of the other
                  party,
                  which will not be unreasonably withheld; provided that the indemnitee
                  will
                  have no obligation to consent to any settlement of any such action
                  or
                  claim that imposes on the indemnitee any liability or obligation
                  that
                  cannot be assumed and performed in full by the indemnitor, and
                  the
                  indemnitee will have no right to withhold its consent to any settlement
                  of
                  any such action or claim if the settlement involves only the payment
                  of
                  money by the indemnitor or its
                  insurer.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      
        	 	
                13.4

              	
                Insurance.
                  During the Term, each party will maintain insurance (either through
                  purchase of a policy from a nationally recognized Third Party insurer
                  or
                  through maintenance of a self-insurance program) against such risks
                  and
                  upon such terms (including coverages, deductible limits, and self-insured
                  retentions) as is customary for the activities to be conducted
                  by such
                  party under this Agreement and is appropriate to cover its indemnification
                  obligations hereunder. Each party will name the other as an additional
                  insured on such party's relevant insurance policies and will furnish
                  to
                  the other party evidence of such insurance, upon
                  request.

              


      

       

      
        	 	
                13.5

              	
                Limited
                  Liability.
                  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY
                  OTHER
                  COLLABORATION DOCUMENT, NEITHER KING NOR INYX WILL BE LIABLE WITH
                  RESPECT
                  TO ANY SUBJECT MATTER OF THE COLLABORATION DOCUMENTS UNDER ANY
                  CONTRACT,
                  NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY
                  FOR (I)
                  ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
                  OR
                  (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR
                  SERVICES.

              


      

       

      
        	
                14.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

       

      
        	 	
                14.1

              	
                By
                  Inyx.
                  Inyx represents and warrants to King
                  that:

              


      

       

      
        	 	
                (a)

              	
                the
                  execution, delivery, and performance of each Collaboration Document
                  by
                  Inyx does not conflict with, or constitute a breach of or under,
                  any
                  order, judgment, agreement, or instrument to which Inyx is a party;
                  

              


      

       

      
        	 	
                (b)

              	
                the
                  execution, delivery, and performance of each Collaboration Document
                  by
                  Inyx does not require the consent of any Person or the authorization
                  of
                  (by notice or otherwise) any governmental or regulatory authority;
                  

              


      

       

      
        	 	
                (c)

              	
                each
                  Collaboration Document is a legal, valid, and binding obligation
                  of Inyx
                  enforceable against it in accordance with its terms and conditions,
                  except
                  as enforceability may be limited by bankruptcy, insolvency, or
                  other laws
                  affecting the enforcement of creditors' rights generally, and except
                  that
                  the availability of the remedy of specific performance or other
                  equitable
                  relief is subject to the discretion of the court before which any
                  proceeding therefor may be brought;
                  and

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      
        	 	
                (d)

              	
                As
                  of the Effective Date, neither Inyx nor any of its employees or
                  agents, in
                  their capacity as such, have been disqualified or debarred by the
                  FDA,
                  pursuant to 21 U.S.C. §§ 335(a) or (b), or been charged with or convicted
                  under United States law for conduct relating to the development
                  or
                  approval, or otherwise relating to the regulation of any Product
                  under the
                  Generic Drug Enforcement Act of 1992, or any other relevant law,
                  rule, or
                  regulation or been disbarred, disqualified, or convicted under
                  or for any
                  equivalent or similar applicable foreign law, rule, or regulation.
                  

              


      

       

      
        	 	
                14.2

              	
                By
                  King.
                  King represents and warrants to Inyx
                  that:

              


      

       

      
        	 	
                (a)

              	
                the
                  execution, delivery, and performance of each Collaboration Document
                  by
                  King does not conflict with, or constitute a breach of or under,
                  any
                  order, judgment, agreement, or instrument to which King is a
                  party;

              


      

       

      
        	 	
                (b)

              	
                the
                  execution, delivery, and performance of each Collaboration Document
                  by
                  King does not require the consent of any Person or the authorization
                  of
                  (by notice or otherwise) any governmental or regulatory authority;
                  

              


      

       

      
        	 	
                (c)

              	
                each
                  Collaboration Document is a legal, valid, and binding obligation
                  of King
                  enforceable against it in accordance with its terms and conditions,
                  except
                  as enforceability may be limited by bankruptcy, insolvency, or
                  other laws
                  affecting the enforcement of creditors' rights generally, and except
                  that
                  the availability of the remedy of specific performance or other
                  equitable
                  relief is subject to the discretion of the court before which any
                  proceeding therefor may be brought;
                  and

              


      

       

      
        	 	
                (d)

              	
                As
                  of the Effective Date, neither King nor any of its employees or
                  agents, in
                  their capacity as such, have been disqualified or debarred by the
                  FDA,
                  pursuant to 21 U.S.C. §§ 335(a) or (b), or been charged with or convicted
                  under United States law for conduct relating to the development
                  or
                  approval, or otherwise relating to the regulation of any Product
                  under the
                  Generic Drug Enforcement Act of 1992, or any other relevant law,
                  rule, or
                  regulation or been disbarred, disqualified, or convicted under
                  or for any
                  equivalent or similar applicable foreign law, rule, or
                  regulation.

              


      

       

      
        	 	
                14.3

              	
                Warranty
                  Disclaimer.
                  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER
                  PARTY
                  MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES,
                  RIGHTS, OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS
                  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
                  AND
                  NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE
                  FOREGOING.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      
        	
                15.

              	
                MISCELLANEOUS
                  PROVISIONS

              


      

       

      
        	 	
                15.1

              	
                Notices.
                  Except
                  as otherwise specifically provided herein, any notice or other
                  documents
                  to be given under this Agreement will be in writing and will be
                  deemed to
                  have been duly given if sent by registered post, nationally recognized
                  overnight courier, or confirmed facsimile transmission to a party
                  (followed by hard copy by mail), 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:

              


      

       

      If
        to
        King:


       

      King
        Pharmaceuticals, Inc.

      501
        Fifth
        Street

      Bristol,
        Tennessee 37620

      Attn:
        President

      Facsimile:
        (423) 989-8006

       

      with
        a
        copy to:


       

      King
        Pharmaceuticals, Inc.

      501
        Fifth
        Street

      Bristol,
        Tennessee 37620

      Attn:
        Executive Vice President and General Counsel

      Facsimile:
        (423) 989-6282

       

      and

       

      Jones
        Day

      222
        East
        41st Street

      New
        York,
        New York 10017

      Attn:
        John J. Hyland, Esq.

      Facsimile:
        (212) 755-7306 

       

      If
        to
        Inyx:


       

      Inyx,
        Inc.

      825
        Third
        Avenue

      40th
        Floor

      New
        York,
        New York 10022

      Attn:
        Chairman and CEO

      Facsimile:
        (212) 838-0060


      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      with
        a
        copy to:


       

      Bennett
        Jones LLP

      10th
        Floor, 10035-105 Street

      Edmonton,
        Alberta

      Canada
        T5J 3T2

      Attn:
        Enzo J. Barichello, Q.C.

      Facsimile:
        (780) 421-7951

       

      Any
        such
        notice or other document will be deemed to have been received by the addressee
        three (3) business days following the date of dispatch of the notice or other
        document by post or, where the notice or other document is sent by overnight
        courier, by hand, or is given by facsimile, simultaneously with the transmission
        or delivery thereof.

       

      
        	 	
                15.2

              	
                Assignment.
                  Inyx may not assign or otherwise transfer this Agreement or any
                  interest
                  herein or right hereunder without the prior written consent of
                  King, and
                  any such purported assignment, transfer, or attempt to assign or
                  transfer
                  any interest herein or right hereunder will be void and of no effect.
                  King
                  may freely assign and otherwise transfer this Agreement or any
                  interest
                  herein or right hereunder without Inyx's consent. Subject to the
                  foregoing, this Agreement will be binding upon and inure to the
                  benefit of
                  the parties hereto and their respective permitted successors and
                  assigns.

              


      

       

      
        	 	
                15.3

              	
                Governing
                  Law.
                  This Agreement will be construed under and in accordance with,
                  and
                  governed in all respects by, the laws of the State of New York,
                  without
                  regard to its conflicts of law
                  principles.

              


      

       

      
        	 	
                15.4

              	
                Non-Waiver.
                  The failure of either party to enforce or to exercise, at any time
                  or for
                  any period of time, any term of or any right arising pursuant to
                  this
                  Agreement does not constitute, and will not be construed as, a
                  waiver of
                  such term or right, and will in no way affect that party's right
                  later to
                  enforce or exercise such term or
                  right.

              


      

       

      
        	 	
                15.5

              	
                Entire
                  Agreement.
                  This Agreement, together with the other Collaboration Documents,
                  contains
                  all of the terms agreed to by the parties regarding the subject
                  matter
                  hereof and thereof and supersede any prior agreements, understandings,
                  or
                  arrangements between them, whether oral or in writing. This Agreement
                  may
                  not be amended, modified, altered, or supplemented except by means
                  of a
                  written agreement or other instrument executed by both of the parties
                  hereto. No course of conduct or dealing between the parties will
                  act as a
                  modification or waiver of any provisions of this
                  Agreement.

              


      

       

      
        	 	
                15.6

              	
                Consent
                  to Jurisdiction.
                  Each of the parties hereby submits to the exclusive general jurisdiction
                  of the courts of the State of New York and the courts of the United
                  States
                  of America for the Eastern District of New York in any action or
                  proceeding arising out of or relating to this Agreement and to
                  the
                  jurisdiction of the appellate courts to which appeals are required
                  to be
                  taken from any of the foregoing. Each of the parties waives any
                  defense of
                  inconvenient forum to the maintenance of any such action or proceeding.
                  Any party may make service on any other party by sending or delivering
                  a
                  copy of the process to the party to be served at the address and
                  in the
                  manner provided for the giving of notices in Section 15.1 above.
                  Nothing
                  in this Section 15.6, however, will affect the right of any party
                  to serve
                  legal process in any other manner permitted by law or
                  equity.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      
        	 	
                15.7

              	
                Equitable
                  Relief.
                  Each party acknowledges that a breach by it of the provisions of
                  this
                  Agreement, including the provisions of Articles 5 and 12 and Section
                  7.1,
                  cannot reasonably or adequately be compensated in damages in an
                  action at
                  law and that such a breach may cause the other party irreparable
                  injury
                  and damage. By reason thereof, each party agrees that the other
                  party is
                  entitled to seek, in addition to any other remedies it may have
                  under this
                  Agreement or otherwise, preliminary and permanent injunctive and
                  other
                  equitable relief to prevent or curtail any breach of this Agreement
                  by the
                  other party; provided, however, that no specification in this Agreement
                  of
                  a specific legal or equitable remedy will be construed as a waiver
                  or
                  prohibition against the pursuing of other legal or equitable remedies
                  in
                  the event of such a breach. Each party agrees that the existence
                  of any
                  claim, demand, or cause of action of it against the other party,
                  whether
                  predicated upon this Agreement, or otherwise, will not constitute
                  a
                  defense to the enforcement by the other party, or its successors
                  or
                  assigns, of the covenants contained in this
                  Agreement.

              


      

       

      
        	 	
                15.8

              	
                Severability.
                  In the event that any of the provisions or a portion of any provision
                  of
                  this Agreement is held to be invalid, illegal, or unenforceable
                  by a court
                  of competent jurisdiction or a governmental authority, such provision
                  or
                  portion of provision will be construed and enforced as if it had
                  been
                  narrowly drawn so as not to be invalid, illegal, or unenforceable,
                  and the
                  validity, legality, and enforceability of the enforceable portion
                  of any
                  such provision and the remaining provisions will not be adversely
                  affected
                  thereby.

              


      

       

      
        	 	
                15.9

              	
                Relationship
                  of the Parties.
                  The parties hereto are acting and performing as independent contractors,
                  and nothing in this Agreement creates the relationship of partnership,
                  joint venture, sales agency, or principal and agent. Neither party
                  is the
                  agent of the other, and neither party may hold itself out as such
                  to any
                  other party. All financial obligations associated with each party's
                  business will be the sole responsibility of such
                  party.

              


      

       

      
        	 	
                15.10

              	
                Counterparts.
                  This Agreement will become binding when any one or more counterparts
                  hereof, individually or taken together, will bear the signatures
                  of each
                  of the parties hereto. This Agreement may be executed in any number
                  of
                  counterparts, each of which will be deemed an original as against
                  the
                  party whose signature appears thereon, but all of which taken together
                  will constitute but one and the same
                  instrument.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      
        	 	
                15.11

              	
                Force
                  Majeure.
                  Neither party will be liable to the other party for any failure
                  to perform
                  as required by this Agreement if the failure to perform is due
                  to
                  circumstances reasonably beyond such party's control including
                  acts of
                  God, civil disorders or commotions, acts of aggression, fire, explosions,
                  floods, drought, war, sabotage, embargo, utility failures, material
                  shortages, a national health emergency, or appropriations of property.
                  A
                  party whose performance is affected by a force
                  majeure
                  event will take prompt action using its reasonable best efforts
                  to remedy
                  the effects of the force
                  majeure
                  event. If, as a result of a force
                  majeure
                  event, a party is unable to fully perform its obligations hereunder
                  for
                  any consecutive period of one hundred eighty (180) days, the other
                  party
                  will have the right to terminate this Agreement, upon providing
                  written
                  notice to the nonperforming party, such termination to be effective
                  thirty
                  (30) days from the date of such notice.


              


      

       

      
        	 	
                15.12

              	
                Interpretation.
                  The parties hereto acknowledge and agree that: (a) each
                  party and its
                  representatives have reviewed and negotiated the terms and provisions
                  of
                  this Agreement and have contributed to its revision; and (b) the
                  terms and provisions of this Agreement will be construed fairly
                  as to each
                  party hereto and not in favor of or against either party regardless
                  of
                  which party was generally responsible for the preparation or drafting
                  of
                  this Agreement.

              


      

       

      
        	 	
                15.13

              	
                Certain
                  Expenses and Commissions.
                  Except as otherwise expressly set forth in this Agreement or the
                  other
                  Collaboration Documents, the parties hereto will each pay all their
                  costs
                  and expenses, including legal and accounting fees, incurred in
                  connection
                  with the preparation, negotiation, execution, and delivery of the
                  Collaboration Documents and will indemnify and hold the other harmless
                  from and against any and all other claims or liabilities for such
                  costs
                  and expenses incurred by reason of any action taken by any such
                  party.

              


      

       

      
        	 	
                15.14

              	
                Further
                  Assurances.
                  Each of Inyx and King agrees to duly execute and deliver, or cause
                  to be
                  duly executed and delivered, such further instruments and do and
                  cause to
                  be done such further acts and things, including the filing of such
                  additional assignments, agreements, documents, and instruments,
                  that may
                  be necessary or as the other party hereto may at any time and from
                  time to
                  time reasonably request in connection with the Collaboration Documents
                  or
                  to carry out more effectively the provisions and purposes of, or
                  to better
                  assure and confirm unto such other party its rights and remedies
                  under,
                  the Collaboration Documents.

              


      

       

      
        	 	
                15.15

              	
                Conflict.
                  In the event of a conflict between the terms, conditions, and provisions
                  of this Agreement and any other Collaboration Document, the terms,
                  conditions, and provisions of this Agreement shall
                  govern.

              


      

       

      
        	 	
                15.16

              	
                Third
                  Party Beneficiaries.
                  This Agreement is not intended to confer upon any non-party rights
                  or
                  remedies hereunder, except as may be received or created as part
                  of a
                  valid assignment.

              


      

       

      
        
          CONFIDENTIAL
            TREATMENT

          
          

        

        
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                15.17

              	
                Use
                  of Party's Name.
                  Except as expressly provided or contemplated hereunder and except
                  as
                  otherwise required by applicable law, no right is granted pursuant
                  to this
                  Agreement to either party to use in any manner the trademarks or
                  name of
                  the other party, or any other trade name, service mark, or trademark
                  owned
                  by or licensed to the other party in connection with the performance
                  of
                  the Agreement. Notwithstanding the above, either party will be
                  permitted
                  to use the other party's name and marks, as may be required under
                  applicable law, in connection with securities or other public
                  filings.

              


      

       

      IN
        WITNESS WHEREOF, the parties have duly executed this Collaboration Agreement
        as
        of the first date written above.

       

      
        	 	 	 
	 	KING
                PHARMACEUTICALS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Brian
                Markison
	 	
                
Brian
                Markison
	 	President
                and CEO


      

       

      
        	 	 	 
	 	INYX,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jack
                Kachkar
	 	
                
Jack
                Kachkar
	 	Chairman
                and CEO


      

       

       

      



      
        
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      EXHIBIT
        A

       

      TECHNOLOGY
        TRANSFER AGREEMENT

       

      


      


      


      



      
        
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      EXHIBIT
        B

       

      MANUFACTURING
        AND SUPPLY AGREEMENT

       

      


      


      



      
        
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      EXHIBIT
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      MARKETING
        AND PROMOTION AGREEMENT

       

      


      


      


      



      
        
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      EXHIBIT
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      DEVELOPMENT
        AGREEMENT

       

      


      



      
        
          CONFIDENTIAL
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      EXHIBIT
        E

       

      QUALITY
        AGREEMENT

       

      


      
        


      


      
        
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