Exhibit 10.1
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 (hereinafter called this "Agreement") is made
and effective as of the 1st day of August, 2006 by and between:
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 (hereinafter called "SENJU") 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. (hereinafter called "ISTA");
WITNESSETH THAT:
WHEREAS, SENJU is an exclusive licensee, in certain countries or areas of the
world, including the U.S.A., Canada and Mexico, of certain rights to an
ophthalmic pharmaceutical product containing an active chemical ingredient
(hereinafter defined in detail as the "Compound") [
*
],
[
*
], for use on humans in the treatment of allergies
[
*
] (hereinafter defined in detail as the 'Product') by way of
an agreement (Raisennsu Keiyaku) entered into as of June 29, 2001 (hereinafter
referred to as "SENJU-TANABE License Agreement"), by and between SENJU and
Tanabe Seiyaku Co., Ltd., a Japanese corporation having its principal place of
business at 2-10, Dosho-machi 3-chome, Chuo-ku, Osaka 541-8505, Japan
(hereinafter referred to as "TANABE") including a right to grant sub-licenses;
WHEREAS, the exclusive license rights granted by TANABE to SENJU under the
SENJU-TANABE License Agreement include all rights in certain patents and patent
applications and other intellectual property and information in the Territory
(as hereinafter defined) related to the Product held by 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 (hereinafter referred to
as "UBE");
WHEREAS, SENJU is the exclusive licensee, under the SENJU-TANABE License
Agreement, or owner of rights, information and materials related to the Product
and its use and commercialization; and,
WHEREAS, SENJU, under the SENJU-TANABE License Agreement, desires to grant ISTA
a license to develop, manufacture, use, sell and otherwise commercialize the
Product in the Territory, using the rights, information or materials owned by or
licensed to SENJU related therein, according to the terms and conditions set
forth herein, and ISTA wishes to receive such 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, SENJU and ISTA (SENJU and ISTA collectively called "Parties"
and/or individually called "Party") hereby agree as follows:
Article 1. Definitions
1.01 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