Exhibit 10.26
Execution Copy
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made and entered into effective as
of October 12, 2005 (the "Effective Date"), by and between Access
Pharmaceuticals, Inc., a Delaware corporation ("Licensor") and ULURU, Inc., a
Delaware corporation ("Licensee").
RECITALS:
A.
Licensor and Licensee have entered into an
Asset Sale Agreement of even date herewith (the "ASA") whereby Licensor is
selling certain of its assets and liabilities to Licensee as of the Closing Date
(as defined therein).
B.
Pursuant to the ASA, Licensor has
retained ownership of certain patents and patent applications, including certain
patent applications related to its nanoparticle aggregate technology (as
described in Exhibit A attached hereto, the "Patents").
C.
Licensee desires to obtain from Licensor,
and Licensor desires to grant to Licensee, an exclusive, fully-paid up,
worldwide license under the Patent Rights (as defined below) in the Field of Use
described below, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
1.
DEFINITIONS. CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE ASA.
(A)
"AFFILIATE" WHEN USED TO INDICATE A
RELATIONSHIP WITH ANY PERSON OR ENTITY, MEANS (I) ANY CORPORATION, FIRM,
PARTNERSHIP OR OTHER ENTITY, WHETHER DE JURE OR DE FACTO, WHICH DIRECTLY OR
INDIRECTLY OWNS, IS OWNED BY OR IS UNDER COMMON OWNERSHIP WITH SUCH PERSON OR
ENTITY TO THE EXTENT OF AT LEAST FIFTY PERCENT (50%) OF THE EQUITY (OR SUCH
LESSER PERCENTAGE WHICH IS THE MAXIMUM ALLOWED TO BE OWNED BY A FOREIGN
CORPORATION IN A PARTICULAR JURISDICTION) HAVING THE POWER TO VOTE ON OR DIRECT
THE AFFAIRS OF THE ENTITY, OR (II) ANY PERSON, FIRM, PARTNERSHIP, CORPORATION OR
OTHER ENTITY ACTUALLY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH
SUCH PERSON OR ENTITY.
(B)
"CONFIDENTIAL INFORMATION" MEANS ANY
INFORMATION WHICH IS DISCLOSED BY LICENSEE OR LICENSOR DURING THE TERM OF THIS
AGREEMENT WHICH IS OR SHOULD BE REASONABLY UNDERSTOOD BY THE RECEIVING PARTY TO
BE CONFIDENTIAL OR PROPRIETARY TO THE DISCLOSING PARTY, INCLUDING, WITHOUT
LIMITATION, ANY NON-PUBLIC INFORMATION OF LICENSEE OR LICENSOR, AND ANY
SCIENTIFIC OR TECHNICAL DATA, KNOW-HOW OR EXPERTISE OF LICENSEE OR LICENSOR THAT
RELATES TO A LICENSED PRODUCT (WHETHER EXISTING AT OR AFTER THE EFFECTIVE DATE);
PROVIDED, HOWEVER, THAT "CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE INFORMATION
THAT (I) WAS IN THE RECEIVING PARTY'S POSSESSION OR WAS KNOWN TO IT PRIOR TO ITS
RECEIPT FROM THE DISCLOSING PARTY, AS EVIDENCED BY THE RECEIVING PARTY'S WRITTEN
RECORDS; (II) IS OR BECOMES PUBLIC
knowledge without the fault of the receiving party; (iii) is or becomes
rightfully available on an unrestricted basis to the receiving party from a
source other than a party owing an obligation of confidentiality to the
disclosing party; or (iv) is independently developed by employees of the
receiving party who have not had direct or indirect access to the disclosing
party's Confidential Information, as evidenced by