EXHIBIT 10.44
[*] indicates that a confidential portion of the text of this agreement has been
omitted.
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT
BY AND BETWEEN
LES LABORATOIRES SERVIER
AND
XOMA IRELAND LIMITED
AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT
This AMENDED AND RESTATED LICENSE AND COMMERCIALIZATION AGREEMENT (this
"Agreement") is effective as of January 11, 2012 (the "Effective Date") by and
between LES LABORATOIRES SERVIER ("Servier"), a corporation organized and
existing under the laws of France having offices at 22 rue Garnier, 92200
Neuilly-sur-Seine, France, and XOMA IRELAND LIMITED ("XOMA"), a company
organized and existing under the laws of the Republic of Ireland, having offices
at 26 Upper Pembroke Street, Dublin 2, Ireland.
Servier and XOMA are each
referred to herein by name or individually as a "Party" or collectively as the
"Parties."
BACKGROUND
WHEREAS, Servier owns or controls intellectual property rights related to, and
itself is commercializing, pharmaceutical products containing as an active
pharmaceutical ingredient perindopril in combination with other active
pharmaceutical ingredients including amlodipine;
WHEREAS, XOMA has expertise, either itself or through Third Parties (as
hereinafter defined), in the manufacture, development, regulatory approval,
promotion and sales of pharmaceutical products in the Territory (as hereinafter
defined);
WHEREAS, XOMA wishes to obtain an exclusive license, and Servier wishes to
exclusively license to XOMA, certain Intellectual Property Rights (as
hereinafter defined) in order for XOMA to manufacture, have manufactured,
develop, promote, market, sell and have sold Licensed Products (as hereinafter
defined) in the Territory;
WHEREAS, in support of the foregoing, Servier will supply XOMA with API (as
hereinafter defined) for the manufacture and sale of Licensed Products in the
Territory;
WHEREAS, Servier and XOMA LS Limited ("XOMA LS"), a sister company of XOMA
entered into a License and Commercialization Agreement as of July 7, 2010 (the
"Original Agreement Effective Date"), which was assigned to XOMA on February 24,
2011, and which has previously been amended (as so amended, the "Original
Agreement");
WHEREAS, the Parties desire to expand the license granted in the Original
Agreement, effective as of the Effective Date, to include the licensing for
Commercialization (as hereinafter defined) in the Territory of an additional
Licensed Product (as hereinafter defined) in order to facilitate and optimize
the Commercialization in the Territory of the Initial Licensed Product (as
hereinafter defined);
WHEREAS, Servier desires to grant such Commercialization license to XOMA and
appoint XOMA as Servier's exclusive commercial partner in the Territory for the
perindopril erbumine drug currently being marketed by Abbott (as hereinafter
defined) in the Territory as ACEON®;
WHEREAS, with respect to the Commercialization of ACEON, for the safety and
health of patients and the continuity of the availability of such product in the
market, XOMA has agreed to act in accordance with the Guiding Principle (as
hereinafter defined); and
WHEREAS, XOMA desires to [*], and Servier wishes to [*].
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby