EXHIBIT 10.82
[* * *] REDACTED CONFIDENTIAL TREATMENT REQUESTED
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made as of February 13, 2001 (the
"Effective Date") by and between Peregrine Pharmaceuticals, Inc., a corporation
organized and existing under the laws of Delaware, having an office located at
14282 Franklin Ave., Tustin, CA
92780 ("Licensor") and SuperGen, Inc., a
corporation organized and existing under the laws of Delaware, having a
principal place of business at 4140 Dublin Blvd., Suite 200, Dublin, CA
64568
("SuperGen").
BACKGROUND
WHEREAS, Licensor has licensed certain Licensed Patents; and
WHEREAS, SuperGen wishes to obtain a license from Licensor to the Licensed
Patents, all on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
indicated:
1.1
"AFFILIATE" SHALL MEAN ANY CORPORATION OR OTHER BUSINESS ENTITY
WHICH DURING THE TERM OF THIS AGREEMENT CONTROLS, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH SUPERGEN, BUT ONLY FOR SO LONG AS SUCH ENTITY CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH SUPERGEN.
FOR THIS PURPOSE,
CONTROL SHALL MEAN THE POSSESSION OF THE POWER TO DIRECT OR CAUSE THE DIRECTION
OF THE MANAGEMENT AND THE POLICIES OF AN ENTITY WHETHER THROUGH OWNERSHIP
DIRECTLY OR INDIRECTLY OF FIFTY PERCENT (50%) OR MORE OF THE STOCK ENTITLED TO
VOTE, AND FOR NON-STOCK ORGANIZATIONS, THE RIGHT TO RECEIVE FIFTY PERCENT (50%)
OR MORE OF THE PROFITS BY CONTRACT OR OTHERWISE, OR IN COUNTRIES WHERE CONTROL
OF FIFTY PERCENT (50%) OR MORE OF SUCH RIGHTS IS NOT PERMITTED IN THE COUNTRY
WHERE SUCH ENTITY EXISTS, THE MAXIMUM PERMITTED IN SUCH COUNTRY.
1.2
"SUPERGEN" SHALL MEAN SUPERGEN AND ITS AFFILIATES.
1.3
"FIELD" SHALL MEAN VASCULAR ENDOTHELIAL GROWTH FACTOR ("VEGF"), IN
THE NATIVE, MUTANTS AND VARIANTS THEREOF, CONJUGATED TO CYTOTOXIC DRUGS, TOXINS,
RADIONUCLIDES OR PHOTODYNAMIC THERAPY AGENTS FOR TARGETING TUMORS AND CELLS
EXPRESSING VEGF RECEPTORS AND TUMOR BLOOD VESSELS FOR
therapy of cancer and blood vessel proliferative disorders, including but not
limited to macular degeneration, diabetic retinopathy, and pannus formation.
1.4
"LICENSED PATENTS" SHALL MEAN ANY AND ALL RIGHTS IN:
1.4.1
ALL PATENTS AND PATENT APPLICATIONS ANYWHERE IN THE WORLD CLAIMING
OR DISCLOSING INVENTIONS RELATING TO THE FIELD IN OR TO WHICH LICENSOR HAS
RIGHT, TITLE, AND INTEREST, INCLUDING BUT NOT LIMITED TO THOSE PATENTS AND
PATENT APPLICATIONS LISTED IN EXHIBIT 1;
1.4.2
ALL DIVISIONS, CONTINUATIONS, CONTINUATIONS-IN-PART,
FOREIGN-COUNTERPARTS, PATENTS OF ADDITION, AND SUBSTITUTIONS OF, AND ALL PATENTS
ISSUING ON, ANY OF SUCH PATENTS AND PATENT APPLICATIONS DESCRIBED IN SECTION
1.4.1 ABOVE; AND
1.4.3
ALL REGISTRATIONS, REISSUES, REEXAMINATIONS OR EXTENSIONS OF ANY
KIND WITH RESPECT TO ANY OF SUCH PATENTS DESCRIBED IN SECTIONS 1.4.1 - 1.4.2
ABOVE.
1.5
"LICENSED PRODUCT" SHALL MEAN A PRODUCT:
1.5.1
WITHIN THE SCOPE OF ONE OR MORE VALID CLAIMS OF THE LICENSED
PATENTS IN THE COUNTRY OF MANUFACTURE OR SALE, INCLUDING ANY IMPROVEMENTS OR
MODIFICATIONS TO SUCH PRODUCT AS LONG