Exhibit 10.7
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],
HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Execution Copy
SECOND RESTATED LICENSE AGREEMENT
This Restated License Agreement (this "Agreement"), effective as of June 6, 2013
(the "Effective Date") and first amended as of 28 January 2015 (the "License
Restatement Effective Date"), and subsequently amended as of 23 November 2015
(the "Second License Restatement Effective Date") is by and between:
NEW YORK UNIVERSITY (hereinafter "NYU"), a corporation organized and existing
under the laws of the State of New York and having a place of business at 70
Washington Square South, New York, New York, 10012.
AND
ORCA PHARMACEUTICALS LLC (hereinafter "CORPORATION"), a limited liability
company organized and existing under the laws of the State of Delaware having
its principal office at 3605 Warrensville Center Rd., MSC 2394, Cleveland, OH
44122.
RECITALS
WHEREAS, [***], an employee of the Howard Hughes Medical Institute ("HHMI") and
a faculty member at NYU; and [***], an employee of NYU (hereinafter "the NYU
Scientists") have made certain inventions relating to [***], all as more
particularly described in pending U.S. patent applications and counterpart
foreign patent applications owned by NYU, identified in annexed Appendix I.A and
forming an integral part hereof (hereinafter "the NYU Pre-Existing Inventions");
WHEREAS, the NYU Scientists and researchers of the National Institutes of Health
(hereinafter "NIH") have made certain inventions relating to [***], all as more
particularly described in pending U.S. patent applications and counterpart
foreign patent applications jointly owned by NYU and the NIH, identified in
annexed Appendix I.B and forming an integral part hereof (hereinafter "the
NYU/NIH Pre-Existing Inventions");
WHEREAS, the [***] with NYU dated 05/13/2013, 07/23/2012 and 06/26/2012 attached
hereto as Appendix IV under which [***] (the "Inter-Institutional Agreements");
WHEREAS, HHMI has assigned its rights in the NYU Pre-Existing Inventions and
NYU/NIH Pre-Existing Inventions to NYU, subject to an HHMI License (as
hereinafter defined).
WHEREAS, the parties entered into a license agreement dated June 7, 2013 for the
NYU Pre-Existing Inventions, the NYU/NIH Pre-Existing Inventions and the NYU
Know-How (as defined below) (the "Original License");
WHEREAS, the parties have previously re-stated the Original License in two
agreements: a Restated License Agreement dated January 28, 2015 (the "Restated
Agreement") and a separate know-how license to the NYU Know-How dated January
28, 2015; and WHEREAS, subject to the terms and conditions hereinafter set
forth, NYU and CORPORATION are willing to restate the Restated Agreement to
provide that NYU grants to CORPORATION and CORPORATION accepts from NYU the
license to the NYU Pre-Existing Inventions, the NYU/NIH Pre-Existing Inventions
and the NYU Know-How on the terms set out below;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
herein, the parties hereto hereby agree as follows:
1.Definitions.
1.01
"Affiliate" shall mean any company or other legal entity which controls,
or is controlled by, or is under common control with, CORPORATION; control for
purposes of this definition means the