batches per year.
50
SCHEDULE 4.3(a)
Form of Purchase Order
PURCHASE ORDER
PO #
Date:
From:
To:
Dr.Reddy's Laboratories, Inc.
Ceragenix Pharmaceuticals, Inc.
1444 Wazee Street, Ste 210
1444 Wazee Street, Ste 210
200 Somerset Corporate Blvd, 7th Floor
Denver, CO 80202
Bridgewater, NJ 08807
Tel: [720] 848-8440
Tel:
Fax: [303] 634-1880
Fax:
Attn: CFO
Description
Tube Size
Date Required
Quantity
USD
Amount
Epiceram
FOB:
Terms:
$
-
Ship to:
Bill To:
Authorized Signature
51
SCHEDULE 4.3(b)
Batch Size Requirements
Product
Batch Size
Bulk EpiCeram Product
[***]
Finished Device
Minimum # of Tubes per
[***] batch*
[***]
[***]
[***]
[***]
*This number indicates that minimum number of each tube type that can be filled
to complete a [***] bulk order.
52
SCHEDULE 6.12
Outline of Quality System and Design Control Agreement
[***]
53
SCHEDULE 8.1
Outline for Quality Agreement
[***]
54
SCHEDULE 10.2
Company Disclosure Schedule
THE COMPANY'S RIGHTS TO THE PATENTS ARE DERIVED FROM ITS EXCLUSIVE LICENSE FROM
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (UCSF).
CERTAIN OTHER PARTIES
POSSESS LIMITED RIGHTS TO THE TECHNOLOGY EMBODIED IN THE PATENT WHICH RIGHTS ARE
SUMMARIZED BELOW AND ARE ADDRESSED THROUGH TERMS OF THIS AGREEMENT ABOVE.
UCSF EXCLUSIVE LICENSE
THE COMPANY HOLDS ITS RIGHTS TO THE PATENTS PURSUANT TO AN EXCLUSIVE LICENSE
AGREEMENT WITH THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, DATED JUNE 28,
2000.
PURSUANT TO SUCH EXCLUSIVE LICENSE, THE REGENTS GRANTED TO OSMOTICS
(PREDECESSOR TO THE COMPANY) AN EXCLUSIVE WORLDWIDE LICENSE, WITH A RIGHT TO
SUBLICENSE, UNDER THE 5,643,899 PATENT TO MAKE, HAVE MADE, USE, SELL, OFFER TO
SELL AND IMPORT LICENSED PRODUCT AND TO PRACTICE LICENSED METHOD IN THE FIELD OF
USE.
LICENSED PRODUCT IS DEFINED AS ANY MATERIAL THAT IS EITHER COVERED BY THE
5,643,899 PATENT, OR THE USE OF WHICH WOULD CONSTITUTE AN INFRINGEMENT OF THE
5,643,899 PATENT.
LICENSED METHOD IS DEFINED AS ANY METHOD THAT IS COVERED BY
THE 5,643,899 PATENT, OR THE USE OF WHICH WOULD CONSTITUTE AN INFRINGEMENT OF
THE 5,643,899 PATENT.
THE FIELD OF USE IS DEFINED AS THERAPEUTIC AND COSMETIC
APPLICATIONS IN MAMMALS, INCLUDING HUMANS.
PURSUANT TO SUCH EXCLUSIVE LICENSE, THE REGENTS RESERVES THE RIGHT TO USE THE
PATENT AND ASSOCIATED TECHNOLOGY FOR CLINICAL, EDUCATIONAL AND RESEARCH PURPOSES
INCLUDING PUBLICATION OF RESEARCH RESULTS AND SHARING SUCH RESULTS WITH OTHER
NON-PROFIT INSTITUTIONS FOR THEIR SIMILAR SCOPE.
THE REGENTS RETAINS THE RIGHT TO MAINTAIN THE PATENT AT ITS OWN EXPENSE IN ANY
COUNTRY WHERE THE COMPANY HAS NOT ELECTED TO FILE, PROSECUTE OR MAINTAIN PATENT
APPLICATIONS, AND THOSE PATENT APPLICATIONS WILL NOT BE SUBJECT TO THE EXCLUSIVE
LICENSE AGREEMENT.
THE REGENTS RETAINS CERTAIN RIGHTS CONCERNING INFRINGEMENT OF THE PATENT AS SET
FORTH IN THE EXCLUSIVE LICENSE AGREEMENT, AND THE REGENTS HAS THE RIGHT TO SHARE
IN ANY DAMAGES RECEIVED RELATING TO INFRINGEMENT.
[***]
Osmotics Sublicense
Pursuant to a Patent Sublicense Agreement between the Company and Osmotics dated
as of August 15, 2006, the Company granted Osmotics a worldwide sublicense under
the Licensed Patents to make, have made, use,