EXHIBIT 10.47
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST
FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXCLUSIVE LICENSE AGREEMENT
This EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is made effective as of the
25th day of September, 2007 (the "Effective Date") by and between:
Tanabe Seiyaku Co., Ltd, a legal entity duly organized and existing under the
laws of Japan, having its principal office of business at 2-10, Dosho-machi
3-chome, Chuo-ku, Osaka 541-8505, Japan ("TANABE") and;
ISTA Pharmaceuticals, Inc., a legal entity duly organized and existing under the
laws of State of Delaware, U.S.A., having its principal office of business at
15295 Alton Parkway, Irvine, CA 92618, U.S.A. ("ISTA").
WITNESSETH THAT:
WHEREAS, TANABE is an exclusive licensee, in certain countries or areas of the
world, including the U.S.A., Canada and Mexico, of certain rights to
pharmaceutical products containing the "Compound"(as hereinafter defined) in
nasal (including intranasal) dosage forms by way of (i) an agreement entered
into as of March 31, 2000 (the "TANABE-UBE License Agreement"), by and between
TANABE and Ube Industries, Ltd., a Japanese corporation having its principal
place of business at Seavans North Bldg. 1-2-1, Shibaura, Minato-Ku, Tokyo
105-8449, Japan ("UBE") and (ii) an agreement entered into as of September 14,
2007 (the "TANABE-SENJU License Agreement"), by and between TANABE and SENJU
Pharmaceutical Co., Ltd., a legal entity duly organized and existing under the
laws of Japan, having its principal office of business at 5-8, Hiranomachi 2
chome, Chuo ku, Osaka 541-0046, Japan ("SENJU");
WHEREAS, TANABE is the owner or the exclusive licensee under the TANABE-UBE
License Agreement and TANABE-SENJU License Agreement, of certain rights,
information and materials related to the Compound and/or the Product and its
respective uses and commercialization in certain territory; and,
WHEREAS, TANABE desires to grant ISTA an exclusive license to develop,
manufacture, have manufactured, use, offer to sell, sell, import and otherwise
commercialize the Product (as hereinafter defined) in the Territory, using the
rights, information or materials owned by or licensed to TANABE related therein,
according to the terms and conditions set forth herein, and ISTA wishes to
receive such exclusive license.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, TANABE and ISTA (TANABE and ISTA
collectively called "Parties" and/or individually called "Party") hereby agree
as follows:
Article 1.
Definitions
The following terms used in this Agreement shall have the meanings set forth in
this Article 1, unless the context clearly requires otherwise, and the singular
shall include the plural and vice versa. All terms used in this Agreement not
defined in this Article 1 or otherwise defined elsewhere herein shall be
afforded their generally accepted legal definitions.
1.01 "Affiliates" shall mean any entity that directly or indirectly controls, is
controlled by, or is under common control with a party, as indicated herein. For