Exhibit 10.13
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. §§ 200.80(b)4, AND 240.24b-2
Confidential - Execution Version
AMENDED & RESTATED LICENSE AGREEMENT
THIS AMENDED & RESTATED LICENSE AGREEMENT (THE "AGREEMENT") IS MADE AND ENTERED
INTO EFFECTIVE AS OF NOVEMBER 30, 2009 (THE "RESTATEMENT DATE"), BY AND BETWEEN
ATLANTIC PHARMACEUTICALS LIMITED (FORMERLY ATLANTIC HEALTHCARE (UK) LIMITED
REGISTERED NUMBER 6025726), WHOSE REGISTERED OFFICE IS MOFO NOTICES LIMITED,
7TH FLOOR, CITY POINT, ONE ROPEMAKER STREET, LONDON EC2Y 9AW ("ATLANTIC") AND
ISIS PHARMACEUTICALS, INC., HAVING PRINCIPAL OFFICES AT 1896 RUTHERFORD ROAD,
CARLSBAD, CA 92008 ("ISIS"). ATLANTIC AND ISIS EACH MAY BE REFERRED TO HEREIN
INDIVIDUALLY AS A "PARTY," OR COLLECTIVELY AS THE "PARTIES."
WHEREAS, Isis and Atlantic are parties to the License Agreement dated March 7,
2007, as amended December 6, 2007 and December 18, 2008 (as amended, the
"Original Agreement") under which Isis, among other things, licensed to Atlantic
the drug known as Alicaforsen (also known as ISIS 2302) for Atlantic to develop
and commercialize, together with, at Atlantic's election, the right to license
second generation ICAM-1 products;
WHEREAS, Isis and Atlantic now desire to amend and restate the Original
Agreement in order to, among other things, redefine and confirm as of the
Restatement Date each Party's rights and obligations with respect to the
development, manufacture, and commercialization of Alicaforsen Products, and to
return to Isis all other rights granted to Atlantic under the Original
Agreement; and
NOW, THEREFORE, the Parties do hereby agree as follows:
ARTICLE 1 -
DEFINITIONS; AMENDMENT AND RESTATEMENT; REVERSION OF RIGHTS; DATA ASSIGNMENT TO
ISIS
SECTION 1.1
DEFINITIONS.
1.1.1
CAPITALIZED TERMS USED IN THIS AGREEMENT AND NOT OTHERWISE DEFINED
HEREIN HAVE THE MEANINGS SET FORTH IN APPENDIX 1.
SECTION 1.2
AMENDMENT AND RESTATEMENT; REVERSION OF RIGHTS; DATA
ASSIGNMENT TO ISIS.
1.2.1
AMENDMENT AND RESTATEMENT; REVERSION OF RIGHTS.
EFFECTIVE AS OF THE
RESTATEMENT DATE, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ORIGINAL
AGREEMENT (I) THIS AGREEMENT RESTATES, SUPERSEDES, AND TERMINATES THE ORIGINAL
AGREEMENT IN ITS ENTIRETY, AND (II) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, THE ORIGINAL AGREEMENT (INCLUDING ALL LICENSES AND OTHER RIGHTS
GRANTED THEREUNDER) IS DEEMED VOID AB INITIO. THEREFORE, FOR THE
1
AVOIDANCE OF DOUBT, (X) ANY RIGHTS AND LICENSES GRANTED BY ISIS TO ATLANTIC
UNDER THE ORIGINAL AGREEMENT AND NOT EXPRESSLY GRANTED BY ISIS TO ATLANTIC UNDER
THIS AGREEMENT (THE "REVERTED RIGHTS"), AUTOMATICALLY REVERT BACK TO ISIS AS OF
THE RESTATEMENT DATE AS THOUGH SUCH LICENSES AND RIGHTS WERE NEVER GRANTED TO
ATLANTIC UNDER THE ORIGINAL AGREEMENT, AND (Y) THAT CERTAIN SUBSCRIPTION AND
SHARE EXCHANGE AGREEMENT DATED MARCH 16, 2007 (THE "SUBSCRIPTION AND SHARE
EXCHANGE AGREEMENT") WILL (A) BE UNAFFECTED BY THE TERMINATION OF THE ORIGINAL
AGREEMENT, AND (B) CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS
TERMS.
ATLANTIC AGREES, AT ISIS' REQUEST AND EXPENSE, TO EXECUTE, VERIFY AND
DELIVER SUCH DOCUMENTS AND PERFORM SUCH OTHER ACTS (INCLUDING APPEARANCES AS A
WITNESS) AS ISIS MAY REASONABLY REQUEST FOR USE IN APPLYING FOR, OBTAINING,
CONFIRMING, SUSTAINING AND/OR ENFORCING ISIS' RIGHTS RELATING TO SUCH