Exhibit 10.4
CONFIDENTIAL TREATMENT REQUESTED
COLLABORATION AND LICENSE AGREEMENT
This COLLABORATION AND LICENSE AGREEMENT (this "Agreement") is entered into
effective as of September 24th, 2010 (the "Effective Date") by and between
Sanofi-Aventis ("Sanofi-Aventis") having its principal place of business at 174
avenue de France, 75013 Paris, France
and
Sanofi-Pasteur SA ("Sanofi-Pasteur"), having its principal place of business at
2 avenue Pont Pasteur, 69007 Lyon, France
on one side,
Sanofi-Aventis and Sanofi-Pasteur being also hereinafter collectively designated
as "Sanofi"
and
Pieris AG ("Pieris"), having a place of business at Lise-Meitner-Str. 30, 85354
Freising, Germany,
on the other side.
Sanofi and Pieris shall also each individually be referred to herein as a
"Party", and shall be referred to jointly as the "Parties".
RECITALS
WHEREAS, the Parties desire to collaborate upon a research and development
project for the purpose of using Pieris' proprietary Anticalin® technology to
discover and optimize certain Program Compound(s) (as defined below).
WHEREAS, the Parties intend that Sanofi shall have exclusive right to Program
Compounds generated within a Program for further development and
commercialization of Licensed Compound(s) and Licensed Product(s) within the
Field (as defined below) against the payment of milestones and royalties to
Pieris.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants set forth below, the Parties hereby agree as follows:
SECTION 1
DEFINITIONS
For purposes of this Agreement, the terms defined in this Section 1 and used in
the Agreement with a capital initial letter shall have the respective meanings
set forth below. Unless the context clearly and unambiguously requires
otherwise, references to the singular include the plural and vice versa.
CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL
1.1 "Affiliate" shall mean, with respect to any person or entity, any other
person or entity, which directly or indirectly controls, is controlled by, or is
under common control with, such person or entity. A person or entity shall be
regarded as in control of another person or entity if it owns, or directly or
indirectly controls, more than fifty percent (50%) of the voting stock or other
ownership interest of the other person or entity, or if it directly or
indirectly possesses the power to direct or cause the direction of the
management and policies of the other person or entity by any means whatsoever.
1.2 "Anticalin" shall mean any protein derived from any lipocalin by Pieris'
proprietary technology of selecting a [***] lipocalin mutein [***] as defined by
the Pieris Background IP.
1.3 "Anticalin Technology" shall mean the Anticalin technology Pieris will apply
to each Program, as defined in Exhibit 1.3 (as such Exhibit may be updated for
some or all Programs to include Anticalin Technology Improvement IP that has
been agreed by the Parties to be applied under Phase A of any Program, as
described in Section 6.3.1(b)).
1.4 "Anticalin Technology Improvement IP" shall mean any Intellectual Property
[***] of any Program, while working on such Program, that (i) [***] and
(ii) [***].
1.5 "BLA/NDA" shall mean a Biologics License Application, New Drug Application,
Product