Exhibit 10.61
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
LICENSE AGREEMENT
This Agreement is entered as of February 4, 2008 (hereinafter "Effective Date")
By and between
Anesiva Inc., a company organised and existing pursuant to the laws of Delaware,
USA, and having its principal place of business at 650 Gateway Boulevard, South
San Francisco, CA 94080, USA (hereinafter "ANESIVA")
on the one part
and
SIGMA-TAU Industrie Farmaceutiche Riunite S.p.A., a company organised and
existing pursuant to the laws of Italy and having its registered offices in
Rome, 47 Viale Shakespeare, 00144, Italy (hereinafter "SIGMA-TAU")
on the other part
PREMISES
WHEREAS, ANESIVA possesses certain rights relating to the Product, the Know-How
and the Patents (as hereinafter respectively defined); and
WHEREAS, ANESIVA and SIGMA-TAU signed on August 29, 2007 a Letter of Intent
(hereinafter "LOI") whereby the Parties (as hereinafter defined) have agreed to
enter into a licence agreement in order to have SIGMA-TAU register, import,
promote, distribute and sell, directly or indirectly, the Product in the Field
in the Territory (as hereinafter respectively defined) under the Know-How and
the Patents in accordance with certain terms and conditions;
WHEREAS, in accordance with the LOI, SIGMA-TAU is willing to obtain from ANESIVA
an exclusive license under the Know-How and the Patents to register, import,
promote, distribute and sell, directly or indirectly, the Product in the Field
in the Territory; and
WHEREAS, in accordance with the LOI, ANESIVA is willing to grant to SIGMA-TAU
such exclusive license in the Territory under the terms and conditions
hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements hereinafter set forth, the Parties do hereby agree as
follows:
1
1. PREMISES
1.1 The premises form an integral part of this Agreement and are binding for the
Parties hereof.
2. DEFINITIONS
2.1 Definitions: The following terms as used in this Agreement shall, unless the
context clearly indicates to the contrary, have the meanings set forth in this
Article:
2.1.1 "Affiliated Company" shall mean:
(i) an organization more than fifty percent (50%) of the voting stock of which
is owned and/or controlled directly or indirectly by either Party;
(ii) an organization which directly or indirectly owns and/or controls more
than fifty percent (50%) of the voting stock of either Party;
(iii) an organization which is directly or indirectly under common control of
either Party through common shareholding or which is directly or indirectly
under common control of the respective shareholders of either Party;
2.1.2 "DCP" shall have the meaning set forth in Clause 6.1.1;
2.1.3 "Drug Release Testing" shall mean the final drug release testing conducted
by the Release Site in Europe before releasing the Product for human use in the
Territory under this Agreement. The testing should be conducted as per the
specifications provided by ANESIVA being in line with the