Exhibit 10.22
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH
"***". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT OF 1934.
DEVELOPMENT
AND
LICENSE AGREEMENT
between
Eurand, Inc.
and
Avanir Pharmaceuticals, Inc.
For a Controlled Release Neurodex® Capsule
CONFIDENTIAL
DEVELOPMENT AND LICENSE AGREEMENT
PREAMBLE
THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement", as hereinafter
defined) dated as of August 7, 2006 (the "Effective Date"), is by and between
Eurand, Inc., incorporated in Nevada with its principal offices at 845 Center
Dr., Vandalia, Ohio 45377 ("EURAND") and Avanir Pharmaceuticals, Inc.
incorporated in California with its principal offices at 11388 Sorrento Valley
Road, Suite 200, San Diego, CA 92121 ("AVANIR").
RECITALS:
A. EURAND is the owner or licensee of certain technology including
processes, patents, trade secrets, trademarks and know-how for the development
and manufacture of orally administered pharmaceutical formulations, including
controlled release technologies.
B. AVANIR desires that EURAND undertake a development project ("Program",
as hereinafter defined) directed towards developing a pharmaceutical product
("Product", as hereinafter defined).
C. AVANIR also desires to receive a license from EURAND to use, sell and
offer for sale the Product in the Territory (as hereinafter defined).
D. EURAND is willing to undertake such a Program and to grant such a
license on the terms and conditions set forth hereinafter.
E. EURAND and AVANIR also desire to enter into a related agreement pursuant
to which EURAND will exclusively manufacture and supply the Product to AVANIR
and/or its sublicensees in the Territory.
NOW, THEREFORE, in consideration of the agreements and covenants
hereinafter set forth and intending to be legally bound hereby, EURAND and
AVANIR hereto agree as follows:
1. DEFINITIONS. The following capitalized terms shall have the following
meanings when used in this Agreement and all terms defined in the singular will
have the same meanings when used in the plural (and vice versa), unless
otherwise specified. Further, the word "including" or any variation thereof
means "including without limitation" and the word "including" or any variation
thereof will not be construed to limit any general statement which it follows to
the specific or similar items or matters immediately following it.
1.1 "AAA" shall have the meaning set forth in Section 13.15(a).
1.2 "Act" means the United States Federal Food, Drug and Cosmetic Act, as
amended from time to time.
1.3 "Action" shall have the meaning set forth in Section 8.7(b).
1.4 "Affiliate" means, with reference to any Entity, any other Entity,
directly or indirectly controlling, controlled by or under common control with
such Entity and, for purposes of this Section 1.4
only, "control" means (a) in the case of corporate Entities direct or indirect
beneficial ownership of more than fifty percent (50%) of the voting stock or
shares entitled to vote for the election of directors, (b) in the case of
non-corporate Entities direct or indirect ownership of more than