of the First Amendment Effective
Date.
Medarex, Inc.
Valentis, Inc.
By:
/s/ Ron Pepin
By:
/s/ Benjamin F. McGraw, III
Name:
Ron Pepin, Ph. D.
Name:
Benjamin F. McGraw, III, Pharm. D.
Title:
Senior Vice President, Business Development
Title:
President and Chief Executive Officer
ASSET PURCHASE AGREEMENT
BETWEEN
VALENTIS, INC.
AND
MEDAREX
EFFECTIVE DATE - JANUARY 15, 2007
LIST OF EXHIBITS
Page
Exhibit A
List of Patents
18
Exhibit B
Contracts and License Agreements
19
Exhibit C
Materials
20
Exhibit D
Bill of Sale
25
Exhibit E
Letter from Valentis to Vanderbilt
26
i
This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 15, 2007
(the "Effective Date"), between VALENTIS, INC., a Delaware corporation, (acting
on behalf of itself and as agent for its Affiliates) ("Valentis" or "Seller"),
and MEDAREX, Inc. a New Jersey corporation ("Medarex" or "Buyer").
WHEREAS, Valentis desires to sell the Acquired Assets, on the terms and
conditions set forth in this Agreement; and
WHEREAS, Medarex wishes to purchase, on the terms and conditions set forth in
this Agreement, the Acquired Assets excluding all Liabilities, past, present or
future related to the Acquired Assets.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements of the Parties contained in this Agreement, intending
to be legally bound, the Parties hereby agree as follows:
ARTICLE I.
SALE AND PURCHASE OF ASSETS
Section 1.01
Purchase; and Sale
On January 15, 2007 or such date as the
Parties agree to in writing ("Closing Date"). Valentis shall, and shall cause
its Affiliates, on the terms and subject to the conditions of this Agreement, to
sell, assign, transfer, convey and deliver to Medarex, free and clear of all
encumbrances, and Medarex shall purchase from Valentis and its Affiliates, all
of the right, title and interest in, to and under the Acquired Assets, for a
fully paid fee of: Two Hundred and Fifty Thousand Dollars ($250,000) U.S.
("Purchase Price").
The purchase and sale of the Acquired Assets are referred
to in this Agreement collectively as the "Acquisition".
SECTION 1.02 TRANSFER OF ASSETS
(A)
MEDAREX DESIRES TO PURCHASE AND VALENTIS DESIRES TO SELL,
TRANSFER, ASSIGN, BARGAIN, CONVEY AND DELIVER ALL RIGHT, TITLE AND INTEREST TO
MEDAREX OF CERTAIN INTELLECTUAL PROPERTY (INCLUDING ALL PATENTS, PATENT
APPLICATIONS AND TRADE SECRETS)
CONTRACTS AND LICENSE AGREEMENTS, KNOW-HOW,
DATA, INFORMATION AND MATERIALS RELATING TO THE DEVELOPMENTAL ENDOTHELIAL
LOCUS-1 ("DEL-1") GENE, DEL-1 PROTEIN, AND CERTAIN DEL-1 ANTIBODIES
(COLLECTIVELY "DEL-1 MAB PROGRAM") THAT ARE OWNED, IN-LICENSED OR OTHERWISE
CONTROLLED BY VALENTIS SOLELY AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND AS
CONTAINED IN THE EXHIBITS TO THIS AGREEMENT (LISTED BELOW) (COLLECTIVELY, THE
"ACQUIRED ASSETS"):
(I)
THE INTELLECTUAL PROPERTY (INCLUDING THE PATENTS) SET FORTH IN
EXHIBIT A AND ANY DIVISIONS, CONTINUATIONS, CONTINUATIONS-IN-PART,
REEXAMINATIONS, REISSUES, SUBSTITUTIONS, RENEWALS, RESTORATIONS, ADDITIONS OR
REGISTRATIONS THEREOF, AS WELL AS ANY NON-U.S. COUNTERPARTS THEREOF AND
EXTENSIONS AND SUPPLEMENTARY PROTECTION CERTIFICATES BASED THEREON;
(II)
MATERIALS DESCRIBED IN EXHIBIT C
1
(III)
THE LICENSE AGREEMENTS SET FORTH IN EXHIBIT B (THE "CONTRACTS");