Exhibit 10.4
Confidential Treatment Requested As To Certain Information Contained In This
Exhibit
NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement ("Agreement") is made and entered into this
10th day of March, 2004 (the "Effective Date"), by and between AVANT
Immunotherapeutics, Inc., a Delaware corporation with offices located at 119
Fourth Avenue, Needham, Massachusetts 02494 ("AVANT"), and AdProTech Ltd., a
United Kingdom company with offices located at Chesterford Research Park, Little
Chesterford, Saffron Walden, Essex UK, CB10 1 XL ("LICENSEE") (AVANT and
LICENSEE sometimes hereinafter referred to as the "parties").
WITNESSETH
WHEREAS, AVANT owns or is the exclusive licensee of the PATENT RIGHTS (as
defined below); and
WHEREAS, LICENSEE desires to obtain a non-exclusive license from AVANT in and
under the PATENT RIGHTS; and
WHEREAS, AVANT is willing to grant such a license to LICENSEE upon the terms and
conditions set forth below; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
ARTICLE 1 - DEFINITIONS
For the purposes of this Agreement, the following words and phrases shall have
the following meanings:
1.1
"FIELD OF USE" MEANS THE TREATMENT OF
RHEUMATOID ARTHRITIS.
1.2
"LICENSED PROCESS" MEANS ANY PROCESS OR
METHOD, THE PERFORMANCE OF WHICH BY LICENSEE WOULD, BUT FOR THE LICENSE GRANTED
TO LICENSEE IN ARTICLE 2 OF THIS AGREEMENT, INFRINGE A VALID CLAIM FOR A PROCESS
OR METHOD CONTAINED WITHIN THE PATENT RIGHTS.
1.3
"LICENSED PRODUCT" MEANS *** CONFIDENTIAL
TREATMENT REQUESTED AS TO THIS INFORMATION***, THE DEVELOPMENT, MANUFACTURE,
USE, SALE, OFFER FOR SALE, IMPORTATION, OR DISTRIBUTION OF WHICH BY LICENSEE (OR
A COLLABORATOR (AS DEFINED IN SECTION 2.2) WOULD, BUT FOR THE LICENSE GRANTED TO
LICENSEE IN ARTICLE 2 OF THIS AGREEMENT, INFRINGE A VALID CLAIM OF THE PATENT
RIGHTS.
FOR THE AVOIDANCE OF DOUBT, THERE SHALL ONLY BE ONE LICENSED PRODUCT AT
ANY POINT IN TIME.
1.4
"NET SALES" SHALL MEAN THE AMOUNT BILLED OR
INVOICED BY LICENSEE FOR THE SALE OR PROVISION OF LICENSED PRODUCTS LESS:
(A)
CUSTOMARY, STANDARD AND REASONABLE TRADE,
CASH AND/OR QUANTITY DISCOUNTS ALLOWED;
1
(B)
SALES, TARIFF DUTIES, USE AND OTHER TAXES
(INCLUDING VALUE ADDED TAX) DIRECTLY IMPOSED WITH REFERENCE TO PARTICULAR SALES,
AND IN THE CASE OF EXPORT ORDERS, ANY IMPORT DUTIES OR SIMILAR APPLICABLE
GOVERNMENTAL LEVIES;
(C)
SPECIAL PACKAGING, TRANSPORTATION AND
INSURANCE PREPAID OR ALLOWED;
(D)
AMOUNTS ALLOWED OR CREDITED OR CUSTOMARY,
STANDARD AND REASONABLE RETROACTIVE PRICE REDUCTIONS ON RETURNS OR FOR DEFECTS;
AND
(E)
CUSTOMARY, STANDARD AND REASONABLE
COMPULSORY PAYMENTS AND REBATES ACCRUED, PAID OR DEDUCTED PURSUANT TO AGREEMENTS
(INCLUDING, BUT NOT LIMITED TO, MANAGED CARE AGREEMENTS) OR GOVERNMENTAL
REGULATIONS
1.5
"PATENT RIGHTS" MEANS (A) THE PATENT
APPLICATIONS AND PATENTS IDENTIFIED IN EXHIBIT A ATTACHED HERETO AND ANY PATENTS
THAT ISSUE ON SAID APPLICATIONS AND (B) ANY DIVISIONS, CONTINUATIONS,
CONTINUATIONS-IN-PART, EXTENSIONS, REISSUES OR RE-EXAMINATIONS OF ANY OF THE
PATENTS IDENTIFIED IN EXHIBIT A.
1.6
"TERM" HAS THE MEANING SET FORTH IN SECTION
9.1.
1.7
"TERRITORY" MEANS THE ENTIRE WORLD.
1.8
"VALID CLAIM" MEANS A CLAIM OF ANY ISSUED
AND