Release
iii
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is entered into as of
, 2004 (the "Effective Date") by and among ANORMED INC.
("AnorMED"), a corporation organized and existing under the laws of Canada and
having an office at #200 - 20353 64th Ave, Langley, BC Canada V2Y 1N5 and NEORX
CORPORATION ("NeoRx"), a corporation organized and existing under the laws of
the State of Washington, United States of America, and having an office at 300
Elliott Avenue West, Suite 500, Seattle, Washington, USA 98119-4114.
RECITALS
WHEREAS:
A.
Effective November 15, 1989, The Institute
of Cancer Research: Royal Cancer Hospital and Johnson-Matthey PLC entered into a
Collaboration Agreement, as amended effective as of February 25, 1998 and
March 24, 1998 (collectively, the "ICR Agreement");
B.
Effective June 28, 1996, all rights and
obligations of Johnson Matthey PLC under the ICR Agreement with respect to a
drug compound known as AMD473, including, without limitation, the exclusive
right to develop and commercialize AMD473, were assigned to AnorMED;
C.
From its own independent research program
and the research conducted under the ICR Agreement, AnorMED has valuable patent
rights, technical data and information relating to AMD473 and analogs or
derivatives or backup compounds of AMD473; and
D.
NeoRx desires to acquire from AnorMED a
license to develop, manufacture and commercialize products incorporating AMD473
and/or its analogs, derivatives and backup compounds, upon the terms and
conditions set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants, rights and
obligations contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE 1 DEFINITIONS.
1.1
DEFINITIONS.
In this Agreement, the following words will have the meanings set out below:
(A)
"AFFILIATE" SHALL MEAN, WITH RESPECT TO ANY
PERSON, ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLED BY, CONTROLLING OR UNDER
COMMON CONTROL WITH SUCH PERSON.
FOR THE PURPOSES OF THIS DEFINITION, EXCEPT AS
OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT, "CONTROL" SHALL MEAN DIRECT OR
INDIRECT BENEFICIAL OWNERSHIP OF [*] INTEREST IN THE INCOME OF SUCH PERSON OR
SUCH OTHER RELATIONSHIP AS, IN FACT, CONSTITUTES ACTUAL CONTROL;
(B)
"AMD473" SHALL MEAN THE COMPOUND HAVING THE
CHEMICAL NAME [SP-4-3]-AMMINEDICHLORO(2-METHYLPYRIDINE)PLATINUM(II);
(C)
"ANORMED KNOW-HOW" SHALL MEAN ALL KNOW-HOW
THAT IS OR BECOMES OWNED AND/OR CONTROLLED BY ANORMED AS AT THE EFFECTIVE DATE
AND/OR DURING THE TERM THAT RELATES TO A LICENSED COMPOUND OR A LICENSED PRODUCT
AND THAT IS NECESSARY TO MAKE, HAVE MADE, USE, SELL, OFFER FOR SALE OR IMPORT
THE LICENSED COMPOUND OR THE LICENSED PRODUCT IN THE TERRITORY IN THE FIELD;
(D)
"ANORMED PATENTS" SHALL MEAN:
(I)
THE PATENTS IDENTIFIED IN EXHIBIT A
ATTACHED TO THIS AGREEMENT,
(II)
ANY PATENTS THAT CLAIM ANY PATENTABLE
IMPROVEMENTS TO THE PATENTS IDENTIFIED IN EXHIBIT A ATTACHED TO THIS AGREEMENT
MADE BY THE PARTIES DURING THE TERM, WHETHER JOINTLY OR SOLELY BY A PARTY, AND
(III)
ANY PATENTS THAT ANORMED OWNS OR OTHERWISE
CONTROLS DURING THE TERM THAT RELATES TO A LICENSED COMPOUND