EXHIBIT 10.21


 






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


 


EXCLUSIVE LICENSE AGREEMENT


 


“ISOLATION AND APPLICATION OF P53 INHIBITORS TO CONTROLLING TISSUE
RESPONSE TO A VARIETY OF STRESSES AND FACILITATING ANTI-CANCER TREATMENT”

(UIC Tech ID #CS01)


 


TABLE OF CONTENTS


 


	
  PREAMBLE

  	
   

  	
   

  
	
  ARTICLES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  DEFINITIONS

  
	
  II

  	
   

  	
  GRANT

  
	
  III

  	
   

  	
  DUE DILIGENCE

  
	
  IV

  	
   

  	
  PAYMENTS

  
	
  V

  	
   

  	
  REPORTS AND RECORDS

  
	
  VI

  	
   

  	
  PATENT MAINTENANCE, ENFORCEMENT
  AND DEFENSE

  
	
  VII

  	
   

  	
  CONFIDENTIALITY

  
	
  VIII

  	
   

  	
  REPRESENTATIONS, WARRANTIES AND
  COVENANTS

  
	
  IX

  	
   

  	
  INDEMNIFICATION, PRODUCT
  LIABILITY

  
	
  X

  	
   

  	
  EXPORT CONTROLS

  
	
  XI

  	
   

  	
  NON-USE OF NAMES

  
	
  XII

  	
   

  	
  ASSIGNMENTS

  
	
  XIII

  	
   

  	
  TERMINATION

  
	
  XIV

  	
   

  	
  DISPUTE RESOLUTION

  
	
  XV

  	
   

  	
  PAYMENTS, NOTICES AND OTHER
  COMMUNICATIONS

  
	
  XVI

  	
   

  	
  MISCELLANEOUS PROVISIONS

  



 


i

















 


This EXCLUSIVE LICENSE
AGREEMENT is effective on the date last subscribed below (the “Effective
Date”), and is by and between THE BOARD OF TRUSTEES OF
THE UNIVERSITY OF ILLINOIS, a body corporate and politic of the
State of Illinois (“UNIVERSITY”) with offices in Chicago, Illinois 60612, and QUARK BIOTECH, INC., a California corporation with principal
offices at 1059 Serpentine Lane, Pleasanton, California 94566, (“QBI”).


 


WITNESSETH


 


WHEREAS, in the course of
research conducted under UNIVERSITY auspices, Dr. Andrei Gudkov and Elena
Komarova in the Department of Molecular Genetics of UNIVERSITY (the “INVENTORS”),
have produced an invention entitled [ * ] (the “INVENTION”)
which is covered by the Patent Rights as defined in Article 1.5 below;


 


WHEREAS, pursuant to an
assignment by Drs. Gudkov and Komarova to UNIVERSITY of all their right, title
and interest in and to the INVENTION and any patents resulting therefrom,
UNIVERSITY is the owner of the INVENTION and the corresponding Patent Rights,
and has the right to grant licenses under said Patent Rights;


 


WHEREAS, UNIVERSITY desires to
have the Patent Rights utilized in the public interest and QBI seeks to
commercially develop the Patent Rights, and accordingly, the UNIVERSITY is
willing to grant to QBI an exclusive license to its interest in the INVENTION
and the Patent Rights on the terms and conditions set forth herein;


 


WHEREAS, LICENSEE seeks to
commercially develop the Patent Rights through a thorough, vigorous and
diligent program of exploiting the Patent Rights whereby public utilization
shall result therefrom; and


 


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


 


ARTICLE I – DEFINITIONS


 


For the purpose of this Agreement, the following words
and phrases shall have the following meanings:


 


1.1          “LICENSEE” shall mean QBI.


 


1.2          “Affiliate” shall mean any person,
firm, corporation or other entity controlling, controlled by, or under common
control with a party hereto. The term “control” wherever used throughout this
Agreement shall mean ownership, directly or indirectly, of more than 50% of the
equity capital. Other than LICENSEE, any corporation, company, partnership,
joint venture, firm, individual or other entity which does not come within this
definition shall be a “Non-Affiliate”.


 


1.3          “University Existing Technology” and “Sponsor Existing Technology” have
the meaning given to them in the Research Agreement between UNIVERSITY and QBI
effective September 1, 1999, attached hereto as Appendix A and incorporated
herein by reference (“Research Agreement”).


 


1.4          “Confidential Information” means (i)
any proprietary or confidential information or material in tangible form
disclosed hereunder that is marked as “Confidential” at the time it is
delivered to the receiving party, (ii) any proprietary or confidential
information disclosed orally hereunder that is identified as confidential or
proprietary when disclosed and such disclosure is confirmed in writing to the
receiving party within 30 days by the disclosing party, and (iii) any information
concerning the terms of this Agreement.


 


1.5          “Patent Rights” shall mean all of the
following UNIVERSITY owned intellectual property:


 






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


 


1

















 


(a)           the United States
patent application entitled [ * ] and all
foreign patent applications based on this U.S. application;


 


(b)           United States and
foreign patents issued from this application, and divisionals and continuations
of this application;


 


(c)           claims of U.S. and
foreign continuation-in-part applications, and of the resulting patents which
are directed to subject matter specifically described in the U.S. patent
application Serial Number [ * ]; and


 


(d)           any reissues or
re-examinations of patents described in (a), (b), or (c), above.


 


1.6          A “Licensed Product” shall mean any
product or part thereof developed by or on behalf of LICENSEE which:


 


(a)           is covered in whole
or in part by an issued, unexpired claim or a pending claim contained in the
Patent Rights which have not been held unenforceable or invalid by a court or
other governmental agency of competent jurisdiction and which have not been
admitted to be invalid or unenforceable through reissue, disclaimer or
otherwise in any country in which such product is made, used or sold relative
to said product or part; or


 


(b)           is manufactured by
using a process which is covered in whole or in part by an issued, unexpired
claim or a pending claim contained in the Patent Rights which have not been
held unenforceable or invalid by a court or other governmental agency of
competent jurisdiction and which have not been admitted to be invalid or
unenforceable through reissue, disclaimer or otherwise in the country in which
any such process is used or in which any such product is used or sold relative
to said process.


 


1.7          A “Licensed Process” shall mean any
process which is covered in whole or in part by an issued, unexpired claim or a
pending claim contained in the Patent Rights in any country in which such
process is practiced.


 


1.8          “Net Sales” shall mean the gross
amount invoiced by LICENSEE or Affiliate for sales of Licensed Products or
Licensed Processes to Non-Affiliate independent third parties, less the sum of
the following:


 


(a)           promotional
allowances, rebates, credits and cash, trade and quantity discounts, in amounts
customary in the trade, actually taken;


 


(b)           excise taxes,
sales, use, value added, and other consumption taxes and other compulsory
payments to governmental authorities, actually paid;


 


(c)           outbound
transportation charges and related insurance costs prepaid or allowed;


 


(d)           amounts allowed or
credited due to returns and uncollectible amounts;


 


(e)           cost of any
shipping packages and packing, if billed separately;


 


(f)            import and/or
export duties and tariffs actually paid;


 


(g)           rebates; and


 


(h)           interest, service,
finance, or sales or carrying charges paid by customers for extension of credit


 






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


 


2

















 


No deductions shall be made for commissions paid to
individuals whether they be with independent sales agencies or regularly
employed by LICENSEE or Affiliates and on its payroll, or for cost of
collections. Licensed Products shall be considered “sold” when billed or
invoiced.


 


1.9          “Sublicense” shall mean the right to
make, use or sell Licensed Products or Licensed Processes, other than by
outright sale to any Non-Affiliate (including any Non-Affiliated distributor).


 


ARTICLE 2



GRANT


 


2.1          UNIVERSITY hereby
grants to LICENSEE an exclusive worldwide right and license in any field of
use, including the right to sublicense, to make, have made, use, lease, offer
to sell, export and otherwise exploit UNIVERSITY’s right, title and interest in
the Licensed Products or Licensed Processes derived from the Patent Rights, on
a royalty-bearing basis until the end of the last to expire patent of the
Patent Rights on a country by country basis, subject to the rights reserved in
Section 2.2 below.


 


2.2          Notwithstanding any
other provisions of this Agreement, it is agreed that UNIVERSITY shall retain
the right to use (subject to LICENSEE’s right to use) the technology being
licensed under the Patent Rights, including any improvements, solely for its
own non-commercial teaching and research activities; subject, however, to
confidentiality obligations as set forth in Article VII.


 


2.3          LICENSEE hereby
agrees that every Sublicense to which it shall be party and which shall relate
to the rights, privileges and license granted hereunder shall contain a
statement describing the date upon which LICENSEE’S exclusive rights,
privileges and license hereunder shall terminate.


 


2.4          LICENSEE agrees that
any Sublicenses granted will be in terms consistent and not in conflict with
any of the material terms and conditions of this Agreement including, without
limitation the provisions under Articles III, V, VII, VIII, IX, X, XI, XIII and
XVI of this Agreement.


 


2.5          LICENSEE agrees to
forward to UNIVERSITY a copy of any and all fully executed sublicense
agreements within [ * ] of
execution of same, and further agrees to forward to UNIVERSITY within [ * ] a copy of such reports received by LICENSEE from its
sublicensees during the preceding [ * ] period
under the Sublicenses as shall be pertinent to a royalty accounting under said
Sublicense agreements.


 


2.6          Subject to the
Research Agreement and other than the Existing Technology, the license granted
hereunder shall not be construed to confer any rights upon LICENSEE by
implication, estoppel or otherwise as to any technology not included in the
Patent Rights and to which or in which LICENSEE does not otherwise have rights,
title or an interest.


 


ARTICLE 3



DUE DILIGENCE


 


3.1          LICENSEE and its
sublicensees shall use commercially reasonable efforts to bring Licensed
Products or Licensed Processes to market [ * ]
exploitation of the Patent Rights. Non-compliance with this Section 3.1 shall
be grounds for termination.


 


3.2          In addition,
LICENSEE and UNIVERSITY shall adhere to the following:


 


(a)           LICENSEE shall
deliver to UNIVERSITY within [ * ] of
Effective Date of this Agreement a business plan including [ * ],
to the extent formed by LICENSEE. Similar reports shall be provided to
UNIVERSITY within [ * ] to relay
update and status information on LICENSEE’s progress on development of the
Patent Rights, including projections of activity anticipated for the next
reporting year.


 






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


 


3

















 


(b)           LICENSEE shall be
responsible for diligently and promptly taking all reasonable steps to secure
all required and/or necessary governmental approvals to sell, exploit, or
market any and all Licensed Products. Subject to the terms and conditions of
the Research Agreement, the Licensee shall meet the Milestones set forth below.
Licensee can request extension of each Milestone deadline for a period of one
(1) year upon payment of a fee of [ * ] for each
extension requested (“Extended Deadline”).


 


(i)            If Licensee fails
to [ * ], or within the Extended Deadline,
than the licenses set forth in Section 2.1 for that particular Licensed Product
shall terminate and be no longer valid, unless Licensee shall have earlier
demonstrated to the satisfaction of the University that there is a valid cause
for delaying the [ * ].


 


(ii)           If Licensee fails
to [ * ], or within the Extended Deadline,
than the licenses set forth in Section 2.1 for that particular Licensed Product
shall terminate and be no longer valid, unless Licensee shall have earlier
demonstrated to the satisfaction of the University that there is a valid cause
for delaying the [ * ].


 


(c)           UNIVERSITY agrees
to provide existing back-up data and documentation as may be required by
regulatory agencies for purposes of supporting applications under government
review.


 


(d)           LICENSEE shall
advise UNIVERSITY, through [ * ] reports
to be provided [ * ] pursuant to Section 5.2
below, of its program of development for and status of obtaining said
approvals.


 


ARTICLE 4



PAYMENTS


 


4.1          For the rights,
privileges and licenses granted hereunder, LICENSEE shall pay to the
UNIVERSITY, in the manner hereinafter provided, until the end of the last to
expire patent of the Patent Rights on a country by country basis or until this
Agreement shall be terminated, as hereinafter provided, whichever occurs first:


 


(a)           a royalty in an
amount equal to [ * ] of the aggregate Net Sales
by LICENSEE or any Affiliate of the Licensed Products or Licensed Processes;


 


(b)           a [ * ] payments received by LICENSEE from sublicensees, based
on Net Sales of Licensed Products or Licensed Processes by sublicensees,
exclusive of [ * ] covered by Section 4.1(c)
below; and


 


(c)           a [ * ]. No payments will be made under this Section 4.1(c) to
the extent already covered under Section 4.1(b).


 


4.2          In the event a
competitive product is sold in a country by an unlicensed thirdpart, and such
third party’s activities demonstrably diminish LICENSEE’s capability to compete
in the market, UNIVERSITY agrees to meet with LICENSEE to negotiate a reduction
of royalties due for sales in that country, provided LICENSEE provides to the
UNIVERSITY, prior to such meeting, [ * ].


 


4.3          Only one royalty
shall be payable with respect to any unit of Licensed Product regardless of
whether it is covered by more than one of the Patent Rights patent applications
or Patent Rights patents licensed under this Agreement, or to be covered in
more than one subsection of Section 4.1 hereof.


 


4.4          Royalty payments
shall be paid quarterly within [ * ] of the
close of each calendar quarter ending March 31, June 30, September 30 and
December 31, in United States dollars in Chicago, Illinois,


 






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


 


4

















 


or at such other place as UNIVERSITY may reasonably
designate consistent with the laws and regulations controlling in any foreign
country, but not in any other currency. If any currency conversion shall be
required in connection with the payment of royalties hereunder, such conversion
shall be made by using the exchange rate prevailing at [ * ]
on the last business day of the calendar quarterly reporting period to which
such royalty payments relate.


 


4.5          Any taxes required
to be paid or withheld on account of amounts payable to UNIVERSITY under this
Agreement shall be deducted from the amounts due pursuant to Section 4.1 at the
rates specified by applicable law or treaty. LICENSEE shall provide to
UNIVERSITY, as soon as practical, receipts of payment of any such taxes from
the appropriate taxing authority.


 


4.6          In the event that
the LICENSEE’s, the Affiliates or its Sublicensees development, manufacture,
use or sale of a Product would constitute an infringement of any patent right
or intellectual property right of any third party, the Parties shall together
use their reasonable endeavors to obtain an appropriate license from such third
party. If such license requires LICENSEE to pay royalties to such third party,
the royalty due and payable to the University under this Agreement for sale of
the Product shall be reduced by [ * ] the
amount which the Licensee is required to pay to said third party, provided that
no royalty due to the University hereunder shall be reduced by more than [ * ].


 


ARTICLE 5



REPORTS AND RECORDS


 


5.1          LICENSEE shall keep
full, true and accurate records pertaining to the sale or other disposition of
the Licensed Products or Licensed Processes in sufficient detail as may be
necessary to show the amounts payable to UNIVERSITY hereunder. Said records
shall be kept at LICENSEE’s principal place of business. For the term of this
Agreement, upon receipt of [ * ] prior
written notice, UNIVERSITY shall have the right to cause an independent,
certified public accountant to audit such records to confirm LICENSEE’s,
affiliate’s and sublicensee’s Net Sales and royalty payments and all other payments
or exchanges related to Patent Rights for the preceding year at UNIVERSITY’s
expense. Such audits may be exercised during normal business hours once a year.


 


5.2          LICENSEE, within [ * ] after [ * ] of each
year, shall deliver to UNIVERSITY true and accurate reports, giving such
particulars of the business conducted by LICENSEE and its sublicensees during
the preceding [ * ] period under this Agreement
as shall be pertinent to a royalty accounting hereunder. These shall include at
least the following, to be itemized per Licensed Product or Licensed Process:


 


(a)           number of Licensed
Products commercially used, manufactured and sold, rented or leased;


 


(b)           total billings for
Licensed Products and Licensed Processes commercially used, sold, rented or
leased;


 


(c)           deductions
applicable as provided in Paragraph 1.8.


 


(d)           total royalties
due;


 


(e)           [ * ];


 


(f)            [ * ].


 


(g)           [ * ]; and


 


(h)           [ * ].


 






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


 


5

















 


5.3          If no royalties
shall be due, LICENSEE shall so report.


 


ARTICLE 6



PATENT MAINTENANCE, ENFORCEMENT AND DEFENSE


 


6.1          Subject to this
Article VI, UNIVERSITY shall control all decisions and activities related to
the preparation, pursuit, filing, issuance, maintenance, enforcement and
prosecution of the Patent Rights. UNIVERSITY shall diligently take all
reasonable steps to obtain issuance of pending patent application(s) included
in the Patent Rights in the name of The Board of Trustees of the University of
Illinois. UNIVERSITY shall promptly provide LICENSEE with copies of all
relevant documentation so that LICENSEE may be informed and appraised of the
status of the Patent Rights at all times. The parties shall coordinate and
communicate with each other during the term of this Agreement with respect to
the filing and prosecution of patent applications and foreign counterparts
thereto in respect of any invention in order to promote comprehensive
cost-efficient patent coverage. UNIVERSITY agrees it will not abandon any
patent application or issued patent if LICENSEE desires to continue prosecution
or maintenance, provided LICENSEE is not in default of its payment obligations
hereunder.


 


6.2          UNIVERSITY shall use
its best efforts to amend any patent application to include claims reasonably
requested by LICENSEE and required to protect the Licensed Products
contemplated to be sold under this agreement.


 


6.3          LICENSEE shall be
responsible for and pay all costs and expenses incurred by UNIVERSITY for the
preparation, filing, prosecution, issuance, and maintenance of the Patent
Rights pre-dating the Effective Date and post-dating the Effective Date for the
term of this Agreement.


 


6.4          LICENSEE and
UNIVERSITY shall promptly notify the other in writing of any alleged or
threatened infringement of any Patent included in the Patent Rights or claiming
the Invention. Both parties shall use their best efforts in cooperating with
each other to terminate such infringement without litigation. LICENSEE shall
have the first right to bring and control any action or proceeding with respect
to such infringement at its own expense and by counsel of its own choice, and
UNIVERSITY shall have the right, at its own expense, to be represented in any
action involving any Patent Rights by counsel of its choice. If LICENSEE fails
to bring an action or proceeding within (i) [ * ]
following the notice of alleged infringement or (ii) [ * ]
before the time limit, if any, set forth in the appropriate laws and
regulations for the filing of such actions, whichever comes first, UNIVERSITY
shall have the right to bring and control any such action at its own expense
and by counsel of its own choice, and LICENSEE shall have the right, at its own
expense, to be represented in any such action by counsel of its own choice. In
the event a party brings an infringement action, the other party shall
cooperate fully, including if required to bring such action, the furnishing of
a power of attorney. Neither party shall have the right to settle any patent
infringement litigation under this Section 6.4 in a manner that diminishes the
rights or interests of the other party without the consent of such other party,
which consent shall not be unreasonably withheld. All costs of any action to
enforce the Patent Rights taken by LICENSEE shall be borne by LICENSEE and
LICENSEE shall keep any recovery of damages derived therefrom, [ * ]. All costs of any action to enforce the Patent Rights
taken by UNIVERSITY shall be borne be UNIVERSITY and UNIVERSITY shall share
with LICENSEE any recovery of damages derived therefrom on a pro rata basis per
costs incurred by UNIVERSITY and LICENSEE respectively in such policing
activity.


 


6.5          LICENSEE, during the
exclusive period of this Agreement, shall have the sole right in accordance
with the terms and conditions herein to sublicense any alleged infringer for
future use of the Patent Rights, with any royalty covered by Section 4.1 above
to be paid to UNIVERSITY as required.


 


6.6          LICENSEE and
UNIVERSITY shall promptly notify the other in writing of any allegation by a
third party that the activity of either of the parties infringes or may
infringe the intellectual property rights on such third party. LICENSEE shall
defend the claim at its own expense and by counsel of its own choice including,
without limitation, the right to settle, compromise or otherwise pursue such
defense in


 






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


 


6

















 


any manner and on such terms as LICENSEE shall
determine. UNIVERSITY agrees to provide assistance to LICENSEE as may be
reasonably necessary or appropriate to pursue such actions. If LICENSEE fails
to proceed with regard to such defense within (i) [ * ]
following the notice of alleged infringement or [ * ]
before the time limit, if any, set forth in the appropriate laws and
regulations for the filing of such actions, whichever comes first, or otherwise
elects not to defend such a claim, UNIVERSITY shall have the right to defend
the claim at its own expense and by counsel of its choice including, without
limitation, the right to settle, compromise or otherwise pursue such defense in
any manner and on such terms as UNIVERSITY shall determine. [ * ] of the royalty payments due from LICENSEE to
UNIVERSITY hereunder shall be placed in escrow pending a resolution of the
action. If it is determined by judgment or settlement that LICENSEE is required
to make payments to said third party in order to continue to market, distribute
or sell or otherwise use the Licensed Products, than any such payments owing to
such third party shall be credited and offset against the escrowed royalty
payments and LICENSEE may, at its option, terminate this Agreement pursuant to
Section 13.2.


 


ARTICLE 7



CONFIDENTIALITY


 


7.1          During the term of
this Agreement and for a period of [ * ] after
termination thereof, each party will maintain all Confidential Information in
trust and confidence and will not disclose any Confidential Information to any
third party or use any Confidential Information for any purpose except as
expressly authorized by this Agreement. Each party may use such Confidential
Information only to the extent required to accomplish the purposes of this
Agreement, including sublicensing. Each party will use the highest standard of
care to protect Confidential Information and to ensure that its employees,
agents, consultants and other representatives or, in the case of the
UNIVERSITY, students, do not disclose or make any unauthorized use of the
Confidential Information. Each party will promptly notify the other upon
discovery of any unauthorized use or disclosure of the Confidential
Information.


 


7.2          Confidential
Information shall not include information that:


 


(a)           is now, or
hereafter becomes, through no act or failure to act on the part of the
receiving party, in the public domain or published;


 


(b)           is in possession of
the receiving party at the time of receiving such information, as evidenced by
its prior written records;


 


(c)           is hereafter
furnished to the receiving party by a third party, as a matter of right and
without restriction on disclosure; or


 


(d)           is required by law
or a court order to be disclosed or is the subject of a written permission to
disclose provided by the disclosing party.


 


7.3          Notwithstanding the
above, a party may disclose Confidential Information of the other party:


 


(a)           to potential
sublicensees to the extent such disclosure is reasonably necessary and provided
sublicensee personnel are bound by obligations of confidentiality no less
restrictive than those provided hereunder; or


 


(b)           if required by law
or a court order to be disclosed or is the subject of a written permission to
disclose provided by the disclosing party; to regulatory agencies in order to
obtain registrations required; and to professional advisors, consultants and/or
potential investors in connection with a private placement or public offering.


 






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


 


7

















 


ARTICLE 8



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


8.1          Each party hereby
represents and warrants that such party is duly organized and validly existing
under the laws of the state of its incorporation and has full power and
authority to enter into this Agreement and to carry out the provisions hereof.


 


8.2          Each party hereby
represents and warrants that such party is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder and that this
Agreement is a legal and valid obligation binding upon each party, enforceable
in accordance with its terms. The execution, delivery and performance of this
Agreement by such party does not conflict with any agreement, instrument or
understanding, oral or written, to which it is a party or by which it may be bound,
nor violate any law or regulation of any court, governmental body or
administrative or other agency having authority over it.


 


8.3          UNIVERSITY hereby
represents that, to the best of its knowledge, no University patents or patent
applications, other than the rights granted to LICENSEE hereunder to the Patent
Rights, conflict with the representations and rights given to LICENSEE under
this Agreement.


 


ARTICLE 9



INDEMNIFICATION, PRODUCT LIABILITY


 


9.1          LICENSEE shall at
all times during the term of this Agreement and thereafter, indemnify, defend
and hold UNIVERSITY, its trustees, officers, employees and affiliates, harmless
against all claims, expenses, damages or liability (collectively, the “Losses”)
including legal expenses and reasonable attorneys’ fees, resulting from the
production, manufacture, sale, use, lease, consumption or advertisement of the
Licensed Product(s) or arising from any obligation of LICENSEE hereunder,
except to the extent that such Losses result from UNIVERSITY’s gross negligence
or willful misconduct.


 


9.2          For the term of this
Agreement, upon the commencement of production, sale, or transfer, whichever
occurs first, of any Licensed Product, LICENSEE shall obtain and carry in full
force and effect liability insurance which shall protect LICENSEE and
UNIVERSITY in regard to events covered by Section 8.1 above, the nature and
extent of which insurance coverage shall be commensurate with usual and
customary industry practices, as determined by LICENSEE’s good faith
assessment.


 


9.3          Except as otherwise
expressly set forth in this Agreement, UNIVERSITY AND SPONSOR MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR
PENDING.


 


ARTICLE 10



EXPORT CONTROLS


 


It is understood that UNIVERSITY is subject to United
States laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms
Export Control Act, as amended and the Export Administration Act of 1979), and
that its obligations hereunder are contingent on compliance with applicable
United States export laws and regulations. The transfer of certain technical
data and commodities may require a license from the cognizant agency of the
United States Government and/or written assurances by LICENSEE that LICENSEE
shall not export data or commodities to certain foreign countries without prior
approval of such agency. UNIVERSITY neither represents that a license shall not
be required nor that, if required, it shall be issued, but shall provide to


 






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


 


8

















 


LICENSEE reasonable
assistance for determining the need for and the procuring of such license or
other consent. LICENSEE agrees to comply with all applicable export and import
control laws governing sales of Licensed Products and Licensed Processes.


 


ARTICLE 11



NON-USE OF NAMES


 


LICENSEE shall not use the names of the University of
Illinois nor any of its employees, nor any adaptation thereof, in any
advertising, promotional or sales literature without prior written consent
obtained from UNIVERSITY in each case, except that LICENSEE may state that it
is licensed by UNIVERSITY under one or more of the Patents comprising the
Patent Rights and, if appropriate, that research related to the INVENTION or
Patent Rights is ongoing at UNIVERSITY.


 


ARTICLE 12



ASSIGNMENT


 


12.1        This Agreement may not
be assigned by LICENSEE other than to QBI Enterprises Ltd., an Israeli limited
liability company and a subsidiary of LICENSEE, without prior written consent
from UNIVERSITY.


 


12.2        Notwithstanding the
foregoing prohibition, LICENSEE may, without UNIVERSITY’s consent, merge into,
consolidate with, or transfer substantially all of its assets (“substantially”
being respectively [ * ] or more
thereof) as an entirety to any corporation, so long as the successor surviving
corporation in any such merger, consolidation, transfer or reorganization assumes
in writing the obligations of this Agreement. Such merger, consolidation,
transfer or reorganization shall not in any way be a breach of this Article
XII, nor be any default under this Agreement.


 


ARTICLE 13



TERMINATION


 


13.1        Either party may
terminate this Agreement upon [ * ] written
notice upon the occurrence of any of the following:


 


(a)           Upon or after the
bankruptcy, insolvency, dissolution or winding-up of the other party (other
than dissolution or winding-up for the purposes of reconstruction or amalgamation);
or


 


(b)           Upon or after the
breach of any material provision of this Agreement by the other party if the
breaching party has not cured such breach within [ * ]
following written notice of termination by the other party.


 


13.2        LICENSEE shall have
the right to terminate this Agreement with or without cause at any time upon [ * ] advance written notice to UNIVERSITY subject to
LICENSEE’s remittance of payments that may be due under this Agreement up to
the effective date of termination. All rights granted to LICENSEE hereunder
shall revert to UNIVERSITY upon the effective date of such termination.


 


13.3        Upon termination of
this Agreement for any reason, nothing herein shall be construed to release
either party from any obligation that matured prior to the effective date of
such termination. LICENSEE shall return to UNIVERSITY all materials containing
Licensed Product (exclusive of materials relating to Sponsor Existing
Technology); provided, however, that LICENSEE shall have the right for one year
thereafter to dispose of all Licensed Products then in its inventory, and shall
pay royalties thereon, in accordance with the provisions of Article IV and
shall submit the related reports as required by Article V, as though this
Agreement had not terminated. Each party shall, promptly upon termination,
return to the


 






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


 


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other party Confidential Information received from the
other party and still subject to obligations of confidentiality hereunder, and
neither party shall thereafter be entitled under this Agreement to use any such
Confidential Information of the other party for any purpose.


 


ARTICLE 14



DISPUTE RESOLUTION


 


Other than any claim arising from LICENSEE’s failure
to pay royalties due under this Agreement, any controversy or bonafide disputed
claim arising under this Agreement between the parties, which dispute cannot be
resolved by mutual agreement, shall, by the election of either party, be
resolved by submitting to dispute resolution before a fact-finding body composed
of one or more experts in the field, selected by mutual agreement within thirty
days of written request by either party. Said dispute resolution shall be held
in Chicago or at such other place as shall be mutually agreed upon in writing
by the parties. The fact-finding body shall determine who shall bear the cost
of said resolution. In the event that the parties cannot mutually agree within
said thirty (30) days on the dispute resolution body, the parties will apply
the procedural rules of a mutually agreeable forum.


 


ARTICLE 15



PAYMENTS, NOTICES AND OTHER COMMUNICATIONS


 


Any payment, notice or other communication pursuant to
this Agreement shall be sufficiently made or given on the date of receipt if
sent to such party by telefax or overnight courier, or on the date three days
after mailing if sent by certified mail, postage prepaid, addressed to it at
its address below or as it shall designate by written notice given to the other
party:


 


In the case of
UNIVERSITY:


 


Intellectual Property Office


Office of the Vice Chancellor of Research


University of Illinois at Chicago


1737 West Polk Street, 312 AOB (M/C 672)


Chicago, Illinois 60612


ATTN: Director, Intellectual Property Office


 


In the case of LICENSEE:


 


Quark Biotech, Inc.


c/o QBI Enterprises, Ltd.


Weizmann Scientific Park


Building 3, 4th Floor


P. O. Box 741


Nes Ziona, Israel 74106


ATTN: Daniel Zurr, President & CEO


FAX: 011-972-8-940-6476


 


ARTICLE 16



MISCELLANEOUS PROVISIONS


 


16.1        This Agreement shall
be construed, governed, interpreted and applied in accordance with the laws of
the State of Illinois, U.S.A., except that questions affecting the construction
and effect of any patent shall be determined by the law of the country in which
the patent was granted.


 






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


 


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16.2        The parties hereto
acknowledge that this Agreement together with the Research Agreement set forth
the entire Agreement and understanding of the parties hereto as to the subject
matter hereof, and shall not be subject to any change or modification except by
the execution of a written instrument subscribed to by the parties hereto.


 


16.3        The provisions of this
Agreement are severable, and in the event that any provisions of this Agreement
shall be determined to be invalid or unenforceable under any controlling body of
the law, such invalidity or unenforceability shall not in any way affect the
validity or enforceability of the remaining provisions hereof.


 


16.4        LICENSEE agrees to
mark the Licensed Products sold in the United States with all applicable United
States patent numbers. All Licensed Products shipped to or sold in other
countries shall be marked in such a manner as to conform with the patent laws
and practice of the country of manufacture or sale.


 


16.5        The failure of either
party to assert a right hereunder or to insist upon compliance with any term or
condition of this Agreement shall not constitute a waiver of that right or
excuse a similar subsequent failure to perform any such term or condition by
the other party.


 


16.6        This Agreement may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be an original and all such counterparts shall together constitute
but one and the same agreement.


 






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


 


11

















 


IN WITNESS WHEREOF, the parties
have hereunto set their hands and seals and duly executed this Agreement the
day and year set forth below.


 


THE BOARD OF TRUSTEES OF THE
UNIVERSITY OF ILLINOIS


 


 


	
  By:

  	
  /s/
  Craig S. Bazzani

  	
   

  	
   

  	
  Date:

  	
   

  	
  9/1/99

  	
   

  
	
   

  	
   

  	
  Craig
  S. Bazzani, Comptroller

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
    /s/
  Michele M. Thompson

  	
  9/2/99

  	
   

  	
   

  	
  Date:

  	
   

  	
  APPROVED:

  
	
   

  	
   

  	
  Michele
  M. Thompson, Secretary

  	
   

  	
   

  	
   

  	
  /s/
  Jill A. Tarzian Sorensen

  	
   

  	
  9-1-99

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
     Jill
  A. Tarzian Sorensen            Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
     Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
     Intellectual
  Property Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QUARK
  BIOTECH, INC.

  	
   

  	
  Date:

  	
   

  	
  9.3.99

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Daniel Zurr

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Dr.
  Daniel Zurr, President and CEO

  	
   

  	
   

  	
   

  	
   

  
															



 


 






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


 


12

















 


APPENDIX A



RESEARCH AGREEMENT


 


 






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


 


13

















 


RESEARCH
AGREEMENT


 


This Research Agreement is entered into as of
September 1, 1999 (“Effective
Date”) by and between The Board of Trustees of The University of
Illinois, a body corporate and politic of the State of Illinois, with principal
offices at Urbana, Illinois, and offices in Chicago, Illinois 60612 (“University”), and
Quark Biotech, Inc., a California corporation with principal offices at 1059
Serpentine Lane, Pleasanton, California 94566 (“Sponsor”).


 


WHEREAS, the University and Sponsor desire to
undertake a collaborative research program (“Research Program”) based on application
of Existing Technologies (as defined in Schedule I); and


 


WHEREAS, the Research Program is to be funded by
Sponsor and carried out, in part, in the University’s laboratories pursuant to
the terms and conditions set forth herein, and in part in the Sponsor’s
laboratories.


 


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


 


1.             STATEMENT OF WORK


 


a.             Objectives. The University and the Sponsor shall
collaborate in the research according to this Agreement directed towards [ * ], based on p53 gene [ * ].


 


b.             Resource Commitment. The University shall, with the
funds and/or equipment and/or technology made available by the Sponsor, furnish
the necessary and appropriate personnel, materials, services, laboratories and
other facilities and equipment for the conduct of its part of the work and
initial Research Program (“Program”)
described in Schedule II hereto and incorporated herein by reference. The
Program may be amended or modified from time to time as the parties shall
mutually agree. The University and Sponsor shall each permit the other party
and any of its personnel to visit the laboratories or other facilities where
the Research Program is being conducted at reasonable times and make all
personnel who are engaged in the Research Program available to consult with the
other party and any of its personnel during such visits or by telephone and/or
by correspondence during the term of the Research Program.


 


c.             Conduct of Research. The Research Program shall be
conducted in accordance with the Program and the Budget (as defined below)
within the time periods contemplated therein as set forth in Schedule II(a) and
(b) respectively. The Sponsor and the University agree to commence performance
of the Research Program within [ * ] of the
Effective Date hereof and each agrees to conduct the Research Program in a
prudent and skillful manner in accordance [ * ] with the
Program and Budget and all applicable federal, state and local laws, rules or
regulations, and subject to the terms and conditions hereof. With respect to
the Research Program set forth in Schedule II(a), Sponsor agrees that the
University will [ * ] provided that, (i) Sponsor
shall, [ * ]; (ii) the University shall [ * ]; and (iii) Sponsor [ * ].


 


2.             PRINCIPAL INVESTIGATOR.
All research at the University in the subject matter of the Research Program
shall be performed by Dr. Andrei Gudkov, as Principal Investigator, and the


 






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


 


14

















 


research team under his
supervision, and subject to this Agreement. The University hereby assigns Dr.
Andrei Gudkov as the Principal Investigator for directing the performance of
the Research Program. The University shall notify Sponsor immediately if such
Principal Investigator becomes unavailable and shall identify a successor,
subject to Sponsor’s approval. If Sponsor does not approve the successor
identified by the University or the University does not or cannot identify a
successor, this Agreement may be terminated by Sponsor subject to Section 13
hereof.


 


3.             PERIOD OF PERFORMANCE.


 


a.             Term of Research Program. The period of performance of
the Research Program set forth in Schedule II(a) will be three (3) years,
commencing on September 1, 1999, and ending on August 31, 2002. The period of
performance of the Research Program set forth in Schedule II(b) will be one (1)
year, commencing on September 1, 1999, and ending on August 31, 2000. The term
of the Research Program may be extended upon mutual written consent.


 


b.             Sponsor’s Right to Terminate Research Program. The
Research Program may be terminated at any time prior to its expiration if
Sponsor determines, at its sole discretion, that the Research Program is no
longer viable or commercially feasible. In such case. Sponsor will notify
University of that decision in writing, and the parties will work together to
(i) [ * ].


 


4.             RESEARCH PROGRAM FUNDING.


 


a.             Budget. The Sponsor will pay the University up to the
amounts set forth in the budget attached hereto as Schedule III and
incorporated herein by reference (“Budget”), which Budget shall reflect the
actual costs incurred in carrying out the performance of this Agreement plus
the indirect costs assessed at the rate(s) agreed to by the parties. The
University shall certify in writing, upon presentment of each Report (as
defined below) that work as budgeted has been actually performed and that the
University is in fact complying with all other provisions of this Agreement,
and shall provide Sponsor with a written expense report for all amounts
expended, pursuant to the Budget during the previous quarterly period. The
aggregate annual cost under this Agreement shall not exceed the amount stated
therefor in the Budget. The University is not obligated to expend any other
funds on the Program nor is the Sponsor obligated to pay the University in
excess of the stated amount set forth in the Budget, or to otherwise increase
the Budget. The University, together with the Principal Investigator, shall be
responsible for the correct and appropriate distribution and/or allocation of
the funds in accordance with the Budget.


 


b.             Payments. The University shall be reimbursed within [ * ] after it submits its quarterly Report and expense
report pursuant to Section 5(a) to Sponsor for costs incurred during the
previous quarter with final payment to the University due upon Sponsor’s
receipt of a final Report, marked as such, from the University no later than [ * ] after the expiration of the term of the Research
Program. Payments shall be by check payable to the University of Illinois, and
mailed to:


 


University of Illinois at Chicago


Office of Research Services


304 AOB, M/C 672


 






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


 


15

















 


1737 W. Polk Street


Chicago, Illinois 60612-7227


ATTN:  Paula
Means, Director


 


c.             Equipment. Subject to Schedule II, [ * ]
under this Agreement.


 


5.             FISCAL MANAGEMENT. The University shall maintain complete and accurate accounting
records in accordance with accepted accounting practices for institutions of
higher education. These records shall be available for inspection, review and
audit at reasonable times during the term of this Agreement and for a period of
[ * ] after the termination hereof by
the Sponsor or any of its duly authorized representatives, at Sponsor’s
expense.


 


6.             WORK PRODUCT. Subject to the provisions of Section 8
herebelow, each party shall own the work product, tangible and intangible, that
it generates under this Agreement, and shall maintain records of its activities
with respect to the Research Program in sufficient detail so as to properly
reflect all work done and results achieved in the performance of the Research
Program. Each party shall have reasonable access to all materials and data
generated by or on behalf of the other party with respect to any and all work
carried out under the Research Program, for each party’s internal,
non-commercial use, not including work product licensed by Sponsor from
University hereunder, subject to the confidentiality obligations in Section 9
hereof.


 


7.             REPORTS. The
University and Sponsor, as collaborators in the Research Program, shall each
provide to the other party a written report within [ * ] after the end of each calendar quarter, commencing after
the end of the first full calendar quarter following the Effective Date of this
Agreement, summarizing the progress and status of the Program set forth in
Schedule II(a) (each, a “Report”). Within [
* ] following the end of the term of the Research Program set forth
in Schedule II(a), the University and Sponsor will each furnish to the
other party a final technical Report summarizing the work performed pursuant to
the Program and the results thereof.


 


8.             INTELLECTUAL PROPERTY.


 


a.             Ownership of Technology. It is hereby acknowledged and
agreed that each party has rights (including patent and other intellectual
property rights) to certain technologies related to the Research Program (“University Existing Technology”
as defined in Schedule I(a) hereto, and “Sponsor Existing Technology” as defined in
Schedule I (b) hereto, collectively the “Existing Technologies”), and each party
acknowledges that it does not have nor shall have any rights, title or interest
to the other party’s Existing Technology. With the exception of the Existing
Technologies, Sponsor and University agree that each shall notify the other of
inventions, discoveries and intellectual property conceived, reduced to
practice or otherwise developed under the Research Program (i) by the Principal
Investigator and his personnel (“UIC Invention”); (ii) by Sponsor and its
personnel at its laboratories in connection with the Research Program set forth
in Schedule II(a) (“Sponsor
Invention”); or (iii) jointly by personnel of the Sponsor and
the Principal Investigator and his personnel under the Research Program (“Joint Inventions”),
collectively referred to as “Inventions”.


 


b.             Notification of Inventions and Discoveries. Each party
shall promptly notify the other in writing of any Invention within [ * ] of such discovery. Disclosure to and from


 






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


 


16

















 


University shall be made
by filing of an Invention Disclosure statement with the University’s
Intellectual Property Office. Copy of each such Invention Disclosure statement
and the respective application filed with the patent office shall be sent
promptly to Sponsor. All disclosures and notifications made pursuant to this
clause 8(b) shall be deemed Confidential Information, as defined below, and
subject to the provisions respecting confidentiality in Section 9 below.


 


c.             License. The University hereby grants the Sponsor (i)
an exclusive worldwide license to the University’s right, title and interest in
the UIC Invention set forth in the Exclusive License Agreement between the
University and Sponsor dated as of the date hereof and attached hereto as
Exhibit A (“License A”),
and (ii) an exclusive option to obtain exclusive worldwide licenses to the
University’s right, title and interest in any other UIC Invention or Joint
Invention disclosed. Such option shall be for a [ * ]
period, commencing with the date the notification of such Invention is received
by Sponsor, and shall be exercised in writing by Sponsor, at which time the
parties agree to execute license agreements (“License B”) in the same form and of the
same terms and conditions as the Future Exclusive License Agreement attached
hereto as Exhibit B.


 


d.             Patents. University shall control the preparation,
filing, issuance, maintenance and prosecution of any U.S. or foreign patent
application, including any division, continuation, continuation-in-part and
substitution thereof, and any U.S. or foreign patent, including any
reexamination, reissue, renewal, extension, confirmation, registration,
revalidation and addition thereof with respect to any UIC Invention (the “UIC Patents”). Sponsor
shall control the preparation, filing, issuance, maintenance and prosecution of
any U.S. or foreign patent application, including any division, continuation,
continuation-in-part and substitution thereof, and any U.S. or foreign patent,
including any reexamination, reissue, renewal, extension, confirmation,
registration, revalidation or addition thereof with respect to any Joint
Invention (the “Joint
Patents”). The party controlling patenting shall be free to
decide in its sole discretion whether or not to file or continue prosecution or
maintain any patent and shall engage counsel of its choice and at its expense
to prepare, file, prosecute and maintain any such patents, in full consultation
with the other party. The party controlling patenting shall communicate and
coordinate with the other party its preparation, filing and prosecution of
patent applications and shall provide the other party with copies of draft
patent applications in sufficient time for the other party to comment thereon
prior to filing, and shall give proper attention to any comments offered by the
other party in preparing the final draft of the application for submission. The
controlling party shall use its best efforts to amend any patent application to
include claims reasonably requested by the other party and required to protect
the UIC Inventions or Joint Inventions. The controlling party shall promptly
provide the other party with copies of all relevant documentation and shall
promptly share all patent filing and prosecution information, including
notifying the other party of all filing and response deadlines so that the
other party may be informed and appraised of the continuing prosecution, and
the other party agrees to keep this documentation confidential. Should the
controlling party elect not to prepare, file, prosecute or maintain a patent or
discontinues its support of any of these activities, it shall promptly notify
the other party but in no event later than [ * ] predating
any response, filing or abandonment deadline, and the other party shall be free
to decide, in its sole discretion and at its expense, whether or not to support
or continue any such activities. The controlling party agrees to [ * ]


 






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


 


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promptly upon written
request from the other party after it receives notice from the controlling
party of its intention to abandon any patent rights in whole or in part,
subject to any pre-existing rights of the federal government.


 


9.             CONFIDENTIALITY.


 


a.             Confidential information. During the course of the
Research Program, the parties may each reveal to the other (i) any proprietary
or confidential information or material in tangible form disclosed hereunder
that is marked as “Confidential” at the time it is delivered to the receiving
party, (ii) any proprietary or confidential information disclosed orally
hereunder that is identified as confidential or proprietary when disclosed and
such disclosure is confirmed in writing to the receiving party within 30 days by
the disclosing party, and (iii) any information concerning the existence of
this Agreement or its terms or the Research Program (including the Program, the
Budget and any information or data generated pursuant thereto) (collectively,
“Confidential Information”). Except as expressly provided herein, the parties
agree that during the term of the Research Program and for a period of [ * ] thereafter, neither party shall use or disclose
Confidential Information to any third party except for the purposes contemplated
in this Agreement and the License. Notwithstanding the foregoing, the parties
agree that Confidential Information useful or necessary for the conduct of the
Program may be disclosed to the Principal Investigator and the authorized
personnel working under his direct supervision and to Sponsor’s personnel in
the course of conducting the Research Program, subject to such individuals
being bound by confidentiality restrictions at least as restrictive as those
herein.


 


b.             Protection of Confidential Information. Sponsor and
University agree to protect all Confidential Information received from the
other party from unauthorized use or disclosure with the highest degree of care
and shall not copy or disseminate any Confidential Information or allow it to
be copied or disseminated and shall return any Confidential Information given
to it when requested to do so. Each party shall promptly notify the other upon
discovery of any unauthorized use or disclosure of the other’s Confidential
Information. The University shall cause the Principal Investigator and each
individual working under his supervision with respect to the Research Program
(including any graduate or other students and whether or not such individuals
are employees of the University) to execute and deliver appropriate
Non-Disclosure Agreements in the form attached hereto as Exhibit C. No
individual shall be permitted to work on the Research Program unless he/she has
executed such agreement.


 


c.             Exceptions. Confidential Information shall not include
any information that (i) is now, or hereafter becomes, through no act or
failure to act on the part of the receiving party, in the public domain or
published; (ii) is in the possession of the receiving party prior to disclosure
by the disclosing party, as evidenced by its written records; or (iii) is
hereafter furnished to the receiving party by a third party, as a matter of
right and without restriction on disclosure.


 


d.             Permitted Disclosures. Notwithstanding the above, a
party may disclose Confidential Information of the other party:


 


(i)            to its personnel
to the extent such disclosure is reasonably necessary to achieve the objectives
of the Program and provided such personnel are bound by obligations of
confidentiality no less restrictive than those provided hereunder;


 






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


 


18

















 


(ii)           to potential
sublicensees to the extent such disclosure is reasonably necessary and provided
sublicensee personnel are bound by obligations of confidentiality no less
restrictive than those provided hereunder;


 


(iii)         if required by law or
a court order to be disclosed or is the subject of a written permission to
disclose provided by the disclosing party; to regulatory agencies in order to
obtain registrations required; and to professional advisors, consultants and/or
potential investors in connection with a private placement or public offering.


 


10.          PUBLICATION; PUBLICITY.
University shall have the right to publish or otherwise present the results of
the Research Program at symposia or academic meetings; provided that it first
submit all proposed publications and presentations to the Sponsor [ * ] prior to submission of such proposed publication or
presentation to a journal, editor or other third party. Sponsor shall have [ * ] after the receipt of the publication or presentation
to review and comment upon it. Upon notice by Sponsor that Sponsor reasonably
believes a patent application relating to an Invention should be filed prior to
the publication or presentation or that exigent circumstances exist necessitating
a delay in publication or presentation. Sponsor may request the University to
delay and the University agrees to delay submission of the publication or
presentation for up to an additional [ * ] from the
date of Sponsor’s notification to the University or until a patent application
or applications are filed, whichever come first. University shall give Sponsor
appropriate recognition and credit for its contributions in all such
publications and presentations at symposia or meetings including, without limitation,
right of authorship and acknowledgement of QBI’s sponsorship. Any publicity,
including press releases, press conferences or other disclosures, about the
Research Program (including, without limitation, the establishment of any
aspects of the Program, its progress or any results generated therefrom) shall
be permitted only with the prior written approval of both the Sponsor and the
University.


 


11.          RELATIONSHIP
OF PARTIES. The University’s
relationship to the Sponsor under this Agreement shall be that of independent
contractor and not as an agent, joint venturer or partner of Sponsor,
notwithstanding the joint ownership by University and Sponsor of certain
Inventions hereunder.


 


12.          WARRANTIES AND INDEMNIFICATION. The
University and Sponsor disclaim any guaranty that the Research Program shall be
successful, in whole or in part. THE UNIVERSITY AND SPONSOR EXPRESSLY DISCLAIM
ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH
RESPECT TO THE RESEARCH PROGRAM, INCLUDING BUT NOT LIMITED TO, THE
MARKETABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE RESEARCH
RESULTS DEVELOPED UNDER THE RESEARCH PROGRAM, OR THAT SUCH RESULTS DO NOT
INFRINGE UPON ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. Sponsor agrees to
indemnify and hold harmless the University and its employees and agents against
any and all costs, damages and expenses, including reasonably attorneys’ fees,
arising from any claim, damages and liabilities asserted by third parties
arising from Sponsor’s use of the research results from the Research Program,
except to the extent that the same is caused by any negligent or willful act or
omission by or on behalf of the University. The University agrees to be
responsible for any and all costs, damages and expenses, including reasonably
attorneys’ fees, arising from any misrepresentation or breach by University of
any of its covenants hereunder or


 






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


 


19

















 


the performance of any of
its obligations under this Agreement, except to the extent that the same, is
caused by any negligent or willful act or omission by or on behalf of the
Sponsor. Notwithstanding anything to the contrary in the foregoing, neither
party assumes any responsibility or liability for the nature, conduct or
results of any research, testing or other work performed by the other party on
such party’s premises.


 


13.          TERMINATION.


 


a.             Termination upon Default. Either party may terminate
this Agreement upon      [ * ] written notice upon the occurrence of any of the
following:


 


(i)            Upon or after the
bankruptcy, insolvency, dissolution or winding-up of the other party (other
than dissolution or winding-up for the purposes of reconstruction or
amalgamation); or


 


(ii)           Upon or after the
breach of any material provision of this Agreement by the other party if the
breaching party has not cured such breach within the [ * ]
following written notice of termination by the other party.


 


b.             Sponsor’s Right to Terminate. Sponsor shall have the
right to terminate this Agreement (i) upon [ * ] written notice
to the University if Sponsor does not approve of a successor Principal
Investigator or no such successor is identified in accordance with Section 2;
or (ii) upon [ * ] written notice to the
University if Sponsor determines that the Research Program is no longer
feasible in accordance with Section 3(b) and subject to the provisions of
Section 3(b).


 


c.             Effect of Termination.


 


(i)            In the event of
termination of this Agreement under the provisions of Section 13(b)(i)
hereabove, University shall issue a final Report and, within [ * ] of receipt thereof, Sponsor shall pay to University
the Pro rata portion of any
direct or applicable indirect costs due to the University pursuant to the
Budget which have been incurred up to and including the effective date of
termination, or the University shall reimburse the Sponsor, on a pro rata basis, for any direct or
applicable indirect costs that have been prepaid by Sponsor and which cover
costs that have not been incurred by or at the time of termination. The termination
of this Agreement under Section 13(b)(i) shall not relieve any party of
any obligation or liability accrued hereunder prior to such termination nor
affect or impair the rights of any party arising under this Agreement prior to
and as of such termination including, without limitation, the right of Sponsor
to obtain an exclusive license to Inventions and related patent and other
intellectual property rights pursuant to the terms hereof. Any termination or
cancellation of this Agreement or the Research Program under
Section 13(b)(i) shall not terminate or cancel the License A or any
License B executed, or options exercised for Inventions disclosed pursuant to
Sections 8(b) and 8(c) above, prior to such termination. Without limiting the
foregoing, Sections 7, 8, 9 and 12 shall survive termination of this Agreement
as provided therein.


 


(ii)           In the event of
termination of this Agreement under the provisions of Section 13(b)(ii)
hereabove, University shall issue a final Report. The termination of this


 






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


 


20

















 


Agreement under Section
13(b)(ii) shall not relieve any party of any obligation or liability accrued
hereunder prior to such termination nor affect or impair the rights of any
party arising under this Agreement prior to and as of such termination
including, without limitation, the right of Sponsor to obtain an exclusive
license to Inventions and related patent and other intellectual property rights
pursuant to the terms hereof. Any termination or cancellation of this Agreement
or the Research Program hereunder shall not terminate or cancel the License A
or any License B executed, or options exercised for Inventions disclosed
pursuant to Sections 8(b) and 8(c) above, prior to such termination, with the
exception that termination of the Research Program under the provisions of
Section 3(b)(i) or 3(b)(iii) will result in termination or cancellation of all
options exercised for Inventions disclosed pursuant to Sections 8(b) and 8(c)
above for which license agreements have not been executed. Without limiting the
foregoing, Sections 7, 8, 9 and 12 shall survive termination of this Agreement
as provided therein.


 


14.          AMENDMENTS. This
Agreement, together with the License and the Schedules and Exhibits attached
hereto, embodies the entire understanding of the parties and shall supersede
all previous communication, either verbal or written, between the parties
relating to this Agreement. This Agreement may only be amended by the mutual
written agreement of the parties hereto.


 


15.          ASSIGNMENT. This
Agreement may not be assigned by either party without the prior written consent
of the other; provided, however, that Sponsor may assign its rights, interest
and obligations under this Agreement at any time and without the University’s
consent, to QBI Enterprises, Ltd., an Israeli limited liability company and a
subsidiary of Sponsor.


 


16.          GOVERNING LAW. This
Agreement is to be governed by and construed in accordance with the laws of the
State of Illinois.


 


17.          NOTICES. Any payment, notice or other communication
pursuant to this Agreement shall be sufficiently made or given on the date of
receipt if sent to such party by telefax or overnight courier, or on the date
three days after mailing if sent by certified mail, postage prepaid, addressed
to it at its address below or as it shall designate by written notice given to
the other party:


 


In the case of UNIVERSITY:


 


University of Illinois at Chicago


Office of Research Services


304 AOB, M/C 672


1737 W. Polk Street


Chicago, Illinois 60612-7227


ATTN:  Paula Means,
Interim Director


 


In the case of SPONSOR:


 


Quark Biotech, Inc.


c/o QBI Enterprises, Ltd.


Weizmann Scientific Park


Building 3, 4th Floor


 






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


 


21

















 


P.O. Box 741


Nes Ziona, Israel 74106


Attn: Daniel Zurr, President & CEO


FAX: 011-972-8-940-6476


 


18.          DISPUTE RESOLUTION. Any
controversy or bonafide dispute arising under this Agreement between the
parties, which dispute cannot be resolved by mutual agreement, shall, by the
election of either party, be resolved by submitting to dispute resolution
before a fact-finding body composed of one or more experts in the field,
selected by mutual agreement within thirty (30) days of written request by
either party. Said dispute resolution shall be held in Chicago or at such other
place as shall be mutually agreed upon in writing by the parties. The
fact-finding body shall determine who shall bear the cost of said resolution. In
the event that the parties cannot mutually agree within said thirty (30) days
on the dispute resolution body, the parties will apply the procedural rules of
a mutually agreeable forum.


 






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


 


22

















 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by affixing, their respective signatures below as of
the day and year there noted.


 


THE BOARD OF TRUSTEES OF THE
UNIVERSITY OF ILLINOIS


 


 


	
   

  	
  /s/ Craig S. Bazzani

  	
   

  	
   

  	
   

  
	
  Craig S. Bazzani, Comptroller

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Michele M. Thompson

  	
  9/15/99

  	
   

  	
   

  	
   

  
	
  Michele M. Thompson, Secretary

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPROVED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jill A. Tarzian Sorensen

  	
   

  	
  9-1-99

  	
   

  
	
  Jill A. Tarzian Sorensen

  	
   

  	
  Date

  
	
  Director

  	
   

  	
   

  
	
  Intellectual Property
  Office

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  QUARK BIOTECH, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Daniel Zurr

  	
   

  	
  9/15/99

  	
   

  
	
  Dr. Daniel Zurr, President & CEO

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED
  AND ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRINCIPAL
  INVESTIGATOR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /s/ Andrei Gudkov

  	
   

  	
  9-14-99

  	
   

  
	
  Dr. Andrei Gudkov

  	
   

  	
  Date:

  	
   

  
						



 


 






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


 


23

















 


SCHEDULE I:        DEFINITION OF EXISTING TECHNOLOGIES


 


(a)           UNIVERSITY
EXISTING TECHNOLOGY


 


(b)           SPONSOR
EXISTING TECHNOLOGY


 


SCHEDULE II:      RESEARCH PROGRAM


 


(a)           UNIVERSITY
RESEARCH PROGRAM


 


(b)           QBI
BIOCHIP TECHNOLOGY FACILITY PROGRAM


 


SCHEDULE III:     BUDGET FOR UNIVERSITY RESEARCH PROGRAM


 


EXHIBIT A:          EXCLUSIVE LICENSE AGREEMENT (“LICENSE
A”)


 


EXHIBIT B:           FUTURE EXCLUSIVE LICENSE AGREEMENT
(“LICENSE B”)


 


EXHIBIT C:           NON-DISCLOSURE AGREEMENT


 


 


Schedules
& Exhibits


 






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


 

















 


SCHEDULE
I(a)


 


UNIVERSITY
EXISTING TECHNOLOGY


 


The United States patent application entitled [ * ]


 


 






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


 

















 


SCHEDULE
I(b)


 


SPONSOR
EXISTING TECHNOLOGY


 


“Sponsor
Existing Technologies” shall mean QBI [ * ].


 


 






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


 

















 


SCHEDULE
II(a)


 


UNIVERSITY
RESEARCH PROGRAM


 


[ * ]


 


 






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


 

















 


SCHEDULE
II(b)


 


[ * ]


 


 






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


 

















 


SCHEDULE
III


 


BUDGET
FOR UNIVERSITY RESEARCH PROGRAM


 


for the
program of studies of Pifithrin-a

(September 1, 1999 – August 31, 2002)


 


	
  Year 1

  	
   

  
	
   

  	
   

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
   

  	
   

  
	
  Year 2

  	
   

  
	
   

  	
   

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
   

  	
   

  
	
  Year 3

  	
   

  
	
   

  	
   

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  
	
  [ * ]

  	
  [ * ]

  



 






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


 

















 


EXHIBIT
A


 


EXCLUSIVE
LICENSE AGREEMENT (“LICENSE A”)


 


{This License A is
identical to the Exclusive License Agreement at the front of this Exhibit 10.21
to the Quark Biotech, Inc. Registration Statement on Form S-1 in executed
form.}


 


 






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


 

















 


EXHIBIT
B


 


 


FUTURE
EXCLUSIVE LICENSE AGREEMENT (LICENSE B)


 


(UIC Tech ID #                )


 


 


[ * ]


 


 






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


 


1

















 


EXHIBIT
C


 


NONDISCLOSURE
AGREEMENT


 


 


[ * ]


 






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


 


1