\n 13.10 Ambiguities………………………………………………. 36
\n 13.11 Entire Agreement………………………………………….. 36
\n 13.12 Headings…………………………………………………. 36<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
[ * ] = Certain confidential information contained in this document, marked by
\nbrackets, has been omitted and filed separately with the Securities and
\nExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as
\namended.<\/p>\n
v<\/p>\n
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
\nHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
Exhibit 10.15
\n COLLABORATIVE LICENSE AGREEMENT<\/p>\n
This Collaborative License Agreement (the “Agreement”) is made and entered
\ninto effective as of December, 1998 (the “Effective Date”) by and between
\nDendreon Corporation, a Delaware corporation having its principal place of
\nbusiness at 291 North Bernardo Avenue, Mountain View, California, U.S.A.
\n(“Dendreon”), and Kirin Brewery Co., Ltd., a corporation organized and existing
\nunder the laws of Japan having its principal place of business at 10-1, Shinkawa
\n2-chome, Chuo-ku, Tokyo, Japan (“Kirin”). Dendreon and Kirin may be referred to
\nherein collectively as the “Parties” or individually as a “Party.”<\/p>\n
RECITALS<\/p>\n
A. Dendreon has developed and owns certain proprietary technology relating
\nto the isolation and activation of dendritic and other antigen-presenting cells
\nwith antigens of interest for use in human therapies, and Kirin possesses
\nresearch, development and marketing capabilities for pharmaceutical and other
\nmedical products.<\/p>\n
B. Kirin desires to obtain from Dendreon a license to such Dendreon
\ntechnology to develop and commercialize, in Japan and certain other Asian
\ncountries, activated, including without limitation antigen-activated, dendritic
\nand other antigen-presenting cell products based on such technology, and an
\noption to obtain the exclusive license to commercialize in such countries
\ncertain Dendreon antigen-presenting cell products that have or will enter into
\nclinical development during the term of this Agreement.<\/p>\n
C. Dendreon desires to obtain from Kirin an option to obtain the exclusive
\nlicense to commercialize in North America any Kirin products that are developed
\nby Kirin under this Agreement based on the Dendreon technology.<\/p>\n
1<\/p>\n
D. With regard to the research collaboration set forth in the
\nKirin\/Dendreon Term Sheet, Dendreon and Kirin will enter into a Research and
\nLicense Agreement consistent with the Kirin\/Dendreon Term Sheet.<\/p>\n
E. In addition, Dendreon and Kirin will enter into a Manufacturing and
\nSupply Agreement consistent with the Kirin\/Dendreon Term Sheet, which will
\nestablish the terms and conditions for the Parties’ purchase and supply of
\ncertain separation devices, reagents and proprietary antigens.<\/p>\n
NOW, THEREFORE, the Parties agree as follows:<\/p>\n
ARTICLE 1<\/p>\n
DEFINITIONS<\/p>\n
The following terms shall have the following meanings as used in this Agreement:<\/p>\n
1.1 “Affiliate” means, with respect to a particular Party, a person,
\ncorporation or other entity that, directly or indirectly, through one or more
\nintermediaries, controls, is controlled by or is under common control with such
\nParty. For the purposes of this definition, “control” means the direct or
\nindirect ownership by a Party of at least fifty percent (50%) of the outstanding
\nvoting securities of the controlled entity; provided, that in any country where
\nthe law does not permit foreign equity ownership of at least fifty percent
\n(50%), then with respect to corporations organized under such country’s laws,
\n“control” shall mean the direct or indirect ownership by a Party of outstanding
\nvoting securities of such corporation at the maximum amount permitted by the law
\nof such country.<\/p>\n
1.2 “Controlled” means, with respect to a particular item, material, or
\nintellectual property right, that a Party owns or has a license under such item,
\nmaterial or intellectual property right and has the ability to grant to the
\nother Party access to and\/or a license or sublicense under such item, material
\nor intellectual property right as provided for herein without violating the
\nterms of any agreement or other arrangement with, or the rights of, any Third
\nParty.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
2<\/p>\n
1.3 “Dendreon Antigen” means an antigen that is claimed by a patent or
\nis otherwise covered by intellectual property rights that are Controlled by
\nDendreon.<\/p>\n
1.4 “Dendreon Improvement” means any improvement to platform
\ntechnologies in the Dendreon Know-How that relates to the Field and is made and
\nControlled by Dendreon during the Agreement and prior to approval of the first
\nKirin Product in Japan, or if later, the termination of the Research Program.<\/p>\n
1.5 “Dendreon Know-How” means all Information that (a) is Controlled by
\nDendreon on the Effective Date, and (b) relates to Dendritic Cell separation and
\nenrichment, antigens, antigen engineering for delivery of antigen to Dendritic
\nCells, Dendritic Cell activation or loading with antigen and\/or infusion of such
\nactivated or loaded Dendritic Cells for use in human therapies, which includes,
\nwithout limitation, the Information summarized on Exhibit A, as amended from
\ntime to time by Dendreon.<\/p>\n
1.6 “Dendreon Patents” means the Patents and Patent applications that
\n(a) are Controlled by Dendreon during the term of the Agreement, and (b) claim
\nan invention in the Dendreon Know-How or Dendreon Improvements. Such Patents
\nexisting as of the Effective Date are listed on Exhibit B, and Dendreon will use
\nreasonable efforts to amend such Exhibit B from time to time to reflect any
\nchanges.<\/p>\n
1.7 “Dendreon Product” means: (a) any therapeutic product comprising
\nDendritic Cells that have been activated or loaded with a specific antigen,
\nengineered antigen or antigen gene, (including without limitation Dendreon
\nAntigen), for use in human therapy by infusion into a patient, which product has
\nbeen developed by Dendreon based on the Dendreon Technology; or (b) any service
\nprovided by or on behalf of Dendreon to a patient that utilizes the Dendreon
\nTechnology and involves isolation or preparation of Dendritic Cells, activation
\nor loading with specific antigen, engineered antigen or antigen gene, (including
\nwithout limitation Dendreon Antigen), and infusion of such activated or antigen
\nloaded Dendritic Cells into a patient. Further, the Parties may agree in writing
\nto amend and extend the definition of Dendreon Product as provided in Section
\n5.8.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
3<\/p>\n
1.8 “Dendreon Technology” means the Dendreon Know-How, the Dendreon
\nImprovements and the Dendreon Patents, either collectively or any part thereof.<\/p>\n
1.9 “Dendreon Territory” means all countries of the world and all
\nterritories and possessions thereof, excluding all countries, territories and
\npossessions within the Kirin Territory and the Joint Territory.<\/p>\n
1.10 “Dendritic Cell” means a human dendritic cell or other antigen-
\npresenting cell or other cells from which dendritic cells can be derived.<\/p>\n
1.11 “Drug Approval Application” means an application for Regulatory
\nApproval required before commercial sale or use of a Product as a drug in a
\nregulatory jurisdiction.<\/p>\n
1.12 “Field” means the discovery, development, manufacture, use and sale
\nof products that generally utilize Dendritic Cell separation, antigen
\nengineering, and antigen or antigen gene delivery to Dendritic Cells for use in
\nhuman therapies that are based on, comprise, utilize or are derived from the
\nDendreon Technology. The foregoing products may have applications for other
\nhuman medical uses, and if Kirin demonstrates to Dendreon’s reasonable
\nsatisfaction that such other uses exist, then the Parties agree to negotiate in
\ngood faith an amendment to the Agreement that extends the Field to cover such
\nadditional uses, including such additional amendments as may be needed to
\nproperly cover such products for royalty purposes.<\/p>\n
1.13 “FTE” means work hours equivalent to the work performed by one full-
\ntime employee working for one year (including normal vacation).<\/p>\n
1.14 “Information” means any and all information and data of any kind,
\nincluding without limitation techniques, inventions, practices, methods,
\nknowledge, know-how, skill, experience, test data (including pharmacological,
\ntoxicological and clinical test data), analytical and quality control data,
\nmarketing, cost, sales and manufacturing data and descriptions, compositions,
\nand assays.<\/p>\n
1.15 “Joint Territory” means the countries that are members of the
\nEuropean Union, as such union is constituted at the applicable time.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
4<\/p>\n
1.16 “Kirin Antigen” means an antigen that is claimed by a patent or is
\notherwise covered by intellectual property rights that are Controlled by Kirin.<\/p>\n
1.17 “Kirin\/Dendreon Term Sheet” means that certain Term Sheet executed
\nby the Parties and dated as of June 30, 1998.<\/p>\n
1.18 “Kirin Improvements” means all Information developed by or on behalf
\nof Kirin that (a) is Controlled by Kirin during the term of the Agreement and
\nprior to approval of the first Kirin Product in Japan, or if later, the
\ntermination of the Research Program, and (b) comprises improvements or
\nmodifications to platform technologies in the Dendreon Technology or their use.<\/p>\n
1.19 “Kirin Know-How” means all Information developed by or Controlled by
\nor on behalf of Kirin that relates directly to a Kirin Product or its
\nmanufacture or use, but excluding the Kirin Improvements.<\/p>\n
1.20 “Kirin Patents” means all Patents and Patent applications that claim
\nany inventions in the Kirin Improvements or the Kirin Know-How, which Patents
\nshall be listed on Exhibit C promptly after filing, and Kirin will use
\nreasonable efforts to amend such Exhibit C from time to time to reflect any
\nchanges.<\/p>\n
1.21 “Kirin Product” means: (a) any therapeutic product developed by or
\non behalf of Kirin based on, derived from or incorporating the Dendreon
\nTechnology that comprises Dendritic Cells that have been activated or loaded
\nwith a specific antigen, engineered antigen or antigen gene, (including without
\nlimitation a Kirin Antigen), for use in human therapy by infusion into a
\npatient; or (b) any service provided by or on behalf of Kirin to a patient that
\ninvolves isolation or preparation of Dendritic Cells, activation or loading of a
\nspecific antigen, engineered antigen or antigen gene, (including without
\nlimitation a Kirin Antigen), and infusion of such activated or antigen loaded
\nDendritic Cells into a patient, wherein such service is based on, utilizes,
\ncomprises or is derived from the Dendreon Technology. The Parties may agree in
\nwriting to amend and extend the definition of Kirin Product as provided in
\nSection 5.8.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
5<\/p>\n
1.22 “Kirin Technology” means the Kirin Improvements, Kirin Know-How and
\nKirin Patents, either collectively or any part thereof.<\/p>\n
1.23 “Kirin Territory” means Japan, Australia, New Zealand, People’s
\nRepublic of China (including Hong Kong and Macao), Taiwan, South Korea, North
\nKorea, Mongolia, Vietnam, Laos, Cambodia, Thailand, Myanmar, Philippines,
\nBrunei, Singapore, Indonesia and Malaysia.<\/p>\n
1.24 “Licensed Dendreon Product” shall have the meaning set forth in
\nSection 2.3(b).<\/p>\n
1.25 “Licensed Kirin Product” shall have the meaning set forth in Section
\n2.4(b).<\/p>\n
1.26 “Net Revenue” means the total revenue received by a Party for sale
\nor other disposition of a Product by such Party or an Affiliate or Sublicensee
\nof such Party to a Third Party less the following to the extent actually
\nincurred or allowed with respect to such sale or disposition: (i) reasonable
\ncosts paid, if any, by the Party to a Third Party on account of apheresis
\nperformed as part of or in association with the Product; (ii) discounts,
\nincluding cash discounts, or rebates, retroactive price reductions or allowances
\nactually allowed or granted from the billed amount; (iii) credits or allowances
\nactually granted upon claims, rejections or returns of Products, including
\nrecalls, regardless of the Party requesting such; (iv) freight, postage,
\nshipping and insurance charges paid for delivery of Product, to the extent
\nbilled; and (v) taxes, duties or other governmental charges levied on or
\nmeasured by the billing amount when included in billing, as adjusted for rebates
\nand refunds; provided, however, that with respect to sales of a particular Kirin
\nProduct or Licensed Dendreon Product by Kirin or its Affiliate or Sublicensee in
\nJapan, the “total revenue received”, as set forth above in the first line of
\nthis definition, shall not in any event be less than the NHI Price established
\nfor insurance reimbursement of Single Treatment, less the average amount charged
\nby the particular hospital purchaser of such Product for the same number of
\napheresis services and infusion services needed for and performed for Single
\nTreatment where such averages are calculated including all apheresis services or
\ninfusion services, as applicable, that were performed for any purpose during the
\napplicable period.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
6<\/p>\n
1.27 “NHI Price” means the maximum sale price for a particular
\npharmaceutical or medical price as established by the Japanese National Ministry
\nof Health and Welfare.<\/p>\n
1.28 “North America” means the United States and all possessions and
\nterritories thereof, Canada, Greenland, Mexico, Guatemala, Costa Rica, Belize,
\nNicaragua, Honduras, El Salvador, Panama, Haiti, the Dominican Republic, the
\nBahamas, Cuba and the British Virgin Islands.<\/p>\n
1.29 “Patent” means (i) a valid and enforceable patent, including any
\nextension, registration, confirmation, reissue, re-examination or renewal
\nthereof; and (ii) to the extent valid and enforceable rights are granted by a
\ngovernmental authority thereunder, a patent application.<\/p>\n
1.30 “Patent Costs” means the fees and expenses paid to outside legal
\ncounsel and other Third Parties, and filing and maintenance expenses, incurred
\nin connection with the establishment, maintenance of rights under Patents
\napplicable to Products including the costs of patent interference proceedings.<\/p>\n
1.31 “Phase II” means that portion of a clinical development program that
\nprovides for additional assessment of safety and preliminary assessment of
\nefficacy of a product in human volunteers or patients, which is intended to
\ngather information to support the pivotal human clinical trials using such
\nproduct in a particular country. Any such clinical development program shall be
\nperformed in accordance with the U.S.A. Federal Food, Drug and Cosmetic Act and
\napplicable regulations promulgated thereunder (including without limitation 21
\nCFR Part 312), as amended from time to time, or the comparable foreign laws and
\nregulations in the applicable country.<\/p>\n
1.32 “Product” means a Kirin Product or a Dendreon Product.<\/p>\n
1.33 “Reagent” means, with respect to a particular Licensed Dendreon
\nProduct, any proprietary reagent of Dendreon (excluding any reagents contained
\nin a Separation Device) that is required for commercial manufacture and\/or use
\nof such Licensed Dendreon Product.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
7<\/p>\n
1.34 “Reasonable Efforts” shall mean efforts and resources commonly used
\nin the research-based pharmaceutical industry for the research, development and
\ncommercialization of a product at a similar stage in its product life taking
\ninto account the establishment of the product in the marketplace, the
\ncompetitiveness of the marketplace, the proprietary position of the product, the
\nregulatory structure involved, the profitability of the product and other
\nrelevant factors.<\/p>\n
1.35 “Regulatory Approval” means any approvals, licenses, registrations
\nor authorizations of any federal, state or local regulatory agency, department,
\nbureau or other government entity, necessary for the manufacture, use, storage,
\nimport, transport or sale of Products in a regulatory jurisdiction.<\/p>\n
1.36 “Separation Devices” means any Dendreon device, including all
\ncontainers and proprietary reagents comprising such device, that is intended for
\nuse by Dendreon and its licensees for the isolation and purification of
\nDendritic Cells for use in human therapy by activation or loading with specific
\nantigen, engineered antigen or antigen gene, and infusion into a patient.<\/p>\n
1.37 “Single Treatment” means a single course of treatment of a patient
\ninvolving isolation of such patient’s Dendritic Cells, or other preparation of
\nappropriate Dendritic Cells, activation or loading with specific antigen,
\nengineered antigen or antigen gene, and infusion of such Dendritic Cells into a
\npatient (which may involve multiple infusions over several months), as
\ndetermined by the Steering Committee.<\/p>\n
1.38 “Sublicensee” shall mean any Third Party expressly licensed by a
\nParty to make and sell one or more Products. A Sublicensee shall not include
\ndistributors or sales agents that do no more than purchase and resell finished
\nProducts on behalf of a Party.<\/p>\n
1.39 “Steering Committee” shall have the meaning set forth in Section
\n3.1.<\/p>\n
1.40 “Third Party Royalties” means royalties payable to a Third Party in
\nrespect of the sale of Kirin Products or Dendreon Products other than royalties
\npayable with respect to licenses entered into prior to the Effective Date.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
8<\/p>\n
1.41 “Third Party” means any entity other than Dendreon or Kirin or an
\nAffiliate of Dendreon or Kirin.<\/p>\n
ARTICLE 2<\/p>\n
LICENSES AND RELATED RIGHTS<\/p>\n
2.1 Licenses Granted to Kirin.<\/p>\n
(a) Subject to the terms of this Agreement, Dendreon hereby
\ngrants to Kirin an exclusive license to use the Dendreon Technology to develop,
\nuse, make, have made, sell and offer for sale Kirin Products in the Kirin
\nTerritory. Kirin may grant sublicenses to its Affiliates under the license
\nrights granted by Dendreon in the foregoing license for any permitted purpose
\nwithout Dendreon’s prior written approval and may grant sublicenses under such
\nrights to Third Parties solely for sale (but not therapeutic development) of
\nKirin Products in the Kirin Territory without Dendreon’s prior written approval.
\nAdditionally, Kirin and its Affiliates may conduct clinical development of
\nparticular Kirin Products in the Dendreon Territory and Joint Territory so long
\nas Kirin obtains Dendreon’s prior written approval of the location and clinical
\nstudy protocol of any such clinical work or study of each such Kirin Product,
\nsuch approval not to be unreasonably withheld, and such work is intended to
\ngenerate data to be used in obtaining Regulatory Approval of such Kirin Product
\nfor manufacturing, marketing and sale in the Kirin Territory.<\/p>\n
(b) Subject to the terms of this Agreement (including without
\nlimitation Section 2.4 and Article 5), Dendreon hereby grants to Kirin an
\nexclusive (except in the Joint Territory) license under the Dendreon Technology,
\nwith the right to sublicense, to make, have made, use, sell and offer for sale
\nany Kirin Product created that contains a Kirin Antigen. The foregoing license
\ngrant shall apply in countries where there is a patent or other intellectual
\nproperty right Controlled by Kirin covering such Kirin Antigen. Specifically
\nexcluded from the license rights granted under this subsection (b) are any
\nrights to make, have made, use, import, sell and offer for sale in North America
\nany Kirin Product for which Dendreon has exercised the Dendreon Option pursuant
\nto Section 2.4.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
9<\/p>\n
(c) Subject to the terms of this Agreement, Dendreon hereby
\ngrants to Kirin an exclusive license to use the Dendreon Technology to use,
\nmake, have made, import, sell and offer for sale Licensed Dendreon Products
\nsolely in the Kirin Territory. Kirin may grant sublicenses under the license
\nrights granted by Dendreon in the foregoing to its Affiliates and to Third
\nParties solely for sale of Licensed Dendreon Products in the Kirin Territory
\nwithout Dendreon’s prior written approval. Additionally, Kirin and its
\nAffiliates may conduct clinical development of specific Licensed Dendreon
\nProducts in the Dendreon Territory and Joint Territory so long as Kirin obtains
\nDendreon’s prior written approval of the location and clinical study protocol of
\nany such clinical work or study of a Licensed Dendreon Product, such approval
\nnot to be unreasonably withheld, and such work is intended to generate data to
\nbe used in obtaining Regulatory Approval of such Licensed Dendreon Product for
\nmarketing and sale in the Kirin Territory.<\/p>\n
(d) Subject to the terms of this Agreement, Dendreon grants to
\nKirin a non-exclusive license to use the Dendreon Technology to make, have made,
\nuse, sell and offer for sale Kirin Products in the countries in the world
\noutside of the Kirin Territory, North America and the Joint Territory; provided,
\nhowever, that Kirin and Dendreon shall mutually agree in writing upon any
\nSublicensees of Kirin under the foregoing rights to sell the Kirin Products in
\nany such countries or territories, such agreement not to be unreasonably
\nwithheld.<\/p>\n
(e) Subject to the terms of Section 5.8, and except as
\notherwise provided in the Manufacturing and Supply Agreement, the license rights
\ngranted in the subsections (a) through (d) above are subject to the following
\nexpress limitation (and to all other obligations and limitations in the
\nAgreement): Kirin obtains no license or rights to make or to practice any of the
\nDendreon Technology to make Separation Devices, Reagents or any other devices or
\nproducts for use in the isolation or purification of Dendritic Cells or any
\nother cells. Kirin may purchase Separation Devices and Reagents only under the
\nterms of the Manufacturing and Supply Agreement. Kirin may use Separation
\nDevices to isolate Dendritic Cells only as part of preparing a Kirin Product or
\nLicensed Dendreon Product or performing a service comprising a Kirin Product or
\nLicensed Dendreon Product.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
10<\/p>\n
2.2 Licenses Granted to Dendreon.<\/p>\n
(a) Subject to the terms of this Agreement, Kirin hereby grants to
\nDendreon an exclusive license in the Dendreon Territory, with the right to
\nsublicense, under the Kirin Improvements and the Kirin Patents that claim such
\nKirin Improvements to develop, make, have made, use, import and sell Dendreon
\nProducts.<\/p>\n
(b) Subject to the terms of this Agreement, Kirin hereby grants to
\nDendreon an exclusive license under the Kirin Technology to use, make, have
\nmade, import, sell and offer for sale Licensed Kirin Products in North America.
\nDendreon may grant sublicenses under the license rights granted by Kirin in the
\nforegoing to its Affiliates and to Third Parties solely for the sale of Licensed
\nKirin Products in North America.<\/p>\n
2.3 Kirin Option to License Dendreon Products.<\/p>\n
(a) Subject to the terms of this Section 2.3 and Article 5, Dendreon
\nhereby grants to Kirin an exclusive option (the “Kirin Option”) to obtain an
\nexclusive license, with the right to sublicense, to conduct clinical development
\non and to commercialize specific Dendreon Products in the Kirin Territory. The
\nKirin Option is exercisable by Kirin, with respect to any particular Dendreon
\nProduct in clinical development by Dendreon or its Afiliate, at any time
\nfollowing the commencement of such clinical development, but no later than one
\nhundred ten (110) days after Dendreon delivers to Kirin a report on early Phase
\nII clinical trial data for such Dendreon Product (the “Kirin Option Period”).
\nThe report shall be available within thirty (30) days after completion of early
\nPhase II clinical trials for such Dendreon Product. To exercise the Kirin Option
\nfor a particular Dendreon Product in development, Kirin shall provide Dendreon
\nwritten notice of Kirin’s election prior to the expiration of the applicable
\nKirin Option Period. Notwithstanding the above, Kirin shall have the right to
\nnegotiate for an extension of the Kirin Option Period applicable to a particular
\nDendreon Product. In consideration of any such extension, if any, the Parties
\nwill negotiate in good faith compensation to be paid to Dendreon.<\/p>\n
(b) If Kirin properly exercises the Kirin Option for a particular
\nDendreon Product, then such Dendreon Product shall thereafter be deemed a
\n“Licensed Dendreon Product” for<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
11<\/p>\n
purposes of this Agreement. Kirin shall be entitled, subject to compliance with
\nthe other terms of the Agreement, to exercise the license rights granted under
\nSection 2.1(c) with respect to such Licensed Dendreon Product. Kirin shall use
\nReasonable Efforts to develop and obtain Regulatory Approval in the Kirin
\nTerritory for each Licensed Dendreon Product. Kirin shall pay all the
\ndevelopment and registration costs for all such Licensed Dendreon Products in
\nthe Kirin Territory. Kirin shall use Reasonable Efforts to market and sell in
\nthe Kirin Territory all Licensed Dendreon Products for which Regulatory Approval
\nin the Kirin Territory has been obtained.<\/p>\n
(c) For each Dendreon Product in development during the term of the
\nAgreement, Dendreon agrees that it shall not grant any rights, interests, or
\noptions to any Third Parties for the commercialization of such Dendreon Product
\nin the Kirin Territory until the earlier of: (i) the expiration of the Kirin
\nOption Period applicable to such Dendreon Product without Kirin having exercised
\nsuch Kirin Option; or (ii) Kirin’s failure to use Reasonable Efforts to develop
\nand market such Dendreon Product in the Kirin Territory at any time commencing
\none hundred eighty (180) days after Kirin’s exercise of the Kirin Option; or
\n(iii) termination of the Agreement. If Kirin fails to exercise the Kirin Option
\nas to a particular Dendreon Product, Dendreon shall have the right to develop
\nand commercialize such Dendreon Product in the Kirin Territory. Further, if
\nKirin fails to use Reasonable Efforts to develop and market a Licensed Dendreon
\nProduct in the Kirin Territory at any time commencing one hundred eighty (180)
\ndays after Kirin’s exercise of the Kirin Option, Dendreon shall have the right
\nto develop and commercialize such Licensed Dendreon Product in the Kirin
\nTerritory upon ninety (90) days notice from Dendreon; provided, however, that if
\nKirin initiates Reasonable Efforts to develop and market such Licensed Dendreon
\nProduct in the Kirin Territory within the ninety (90) day notice period and
\ncontinues thereafter to use Reasonable Efforts to develop and market such
\nLicensed Dendreon Product in the Kirin Territory, then Dendreon shall not obtain
\nsuch rights unless and until Kirin does not continue using such Reasonable
\nEfforts. Dendreon’s right to commercialize Dendreon Products for which the Kirin
\nOption has expired shall be subject to the following: If Kirin has any ongoing
\nor current research, development or commercial project involving Dendritic Cell-
\nbased therapy for the same tumor type as is the subject of treatment by such
\nDendreon Product, and the goal of such project is the creation of a Kirin
\nProduct, and Kirin has<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
12<\/p>\n
previously identified such project to Dendreon prior to Dendreon’s disclosure of
\nsuch Dendreon Product to Kirin, or has demonstrated the existence of such
\nproject to Dendreon’s reasonable satisfaction based on official notebook data
\nentries created prior to such disclosure, then Dendreon agrees not to develop
\nand market such Dendreon Product in the Kirin Territory, nor to grant to a Third
\nParty a license to develop and market such Dendreon Product in the Kirin
\nTerritory, without obtaining Kirin’s prior written consent. For clarity, the
\nrequirement that Kirin use Reasonable Efforts in developing and commercializing
\nLicensed Dendreon Products does not necessarily require that Kirin expend such
\nefforts in every country in the Kirin Territory, so long as such efforts are
\nexpended in each country where it is economically reasonable to do so.<\/p>\n
2.4 Dendreon Option to License Kirin Products.<\/p>\n
(a) Subject to the terms of this Section 2.4 and Article 5, Kirin
\nhereby grants to Dendreon an exclusive option (the “Dendreon Option”) to obtain
\nan exclusive license, with the right to sublicense, to commercialize specific
\nKirin Products in North America. The Dendreon Option is exercisable by Dendreon,
\nwith respect to any particular Kirin Product in clinical development, at any
\ntime following the commencement of such clinical development, but no later than
\none hundred ten (110) days after Kirin delivers to Dendreon a report on early
\nPhase II clinical trial data for such Kirin Product (the “Dendreon Option
\nPeriod”). The report shall be available thirty (30) days after completion of
\nearly Phase II clinical trials for such Kirin Product. To exercise the Dendreon
\nOption for a particular Kirin Product in development, Dendreon shall provide
\nKirin written notice of Dendreon’s election prior to the expiration of the
\napplicable Dendreon Option Period. Notwithstanding the above, Dendreon shall
\nhave the right to negotiate for an extension of the Dendreon Option Period
\napplicable to a particular Kirin Product. In consideration of any such
\nextension, if any, the Parties will negotiate in good faith compensation to be
\npaid to Kirin.<\/p>\n
(b) If Dendreon properly exercises the Dendreon Option for a
\nparticular Kirin Product, then such Kirin Product shall thereafter be deemed a
\n“Licensed Kirin Product” for purposes of this Agreement. Dendreon shall be
\nentitled, subject to compliance with the other terms of the Agreement, to
\nexercise the license rights granted under Section 2.2(b) with respect<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
13<\/p>\n
to such Licensed Kirin Product. Dendreon shall pay all the development and
\nregistration costs for all such Licensed Kirin Products in North America.<\/p>\n
(c) For each Kirin Product in development during the term of the
\nAgreement, Kirin agrees that it shall not grant any rights, interests, or
\noptions to any Third Parties for the commercialization of such Kirin Product in
\nNorth America until the earlier of: (i) the expiration of the Dendreon Option
\nPeriod applicable to such Kirin Product without Dendreon having exercised such
\noption; (ii) Dendreon’s failure to use Reasonable Efforts to develop and market
\nsuch Kirin Product in North America at any time commencing one hundred eighty
\n(180) days after Dendreon’s exercise of the Dendreon Option; or (iii)
\ntermination of the Agreement. If Dendreon fails to exercise the Dendreon Option
\nas to a particular Kirin Product, Kirin shall have the right to develop and
\ncommercialize such Kirin Product in North America. Further, if Dendreon fails to
\nuse Reasonable Efforts to develop and market the respective Licensed Kirin
\nProduct in North America at any time commencing one hundred eighty (180) days
\nafter Dendreon’s exercise of the Dendreon Option, Kirin shall thereafter have
\nthe right to develop and commercialize such Kirin Product in North America, upon
\nninety (90) days notice from Kirin; provided, however, that if Dendreon
\ninitiates Reasonable Efforts to develop and market such Licensed Kirin Product
\nin North America within the ninety (90) day notice period and continues
\nthereafter to use Reasonable Efforts to develop and market such Licensed Kirin
\nProduct in the North America, then Kirin shall not obtain such rights unless and
\nuntil Dendreon does not continue using Reasonable Efforts. Kirin’s right to
\ncommercialize Kirin Products for which the Dendreon Option has expired shall be
\nsubject to the following: If Dendreon has any ongoing or current research,
\ndevelopment or commercial project involving Dendritic Cell-based therapy for the
\nsame tumor type as is the subject of treatment by such Kirin Product, and the
\ngoal of such project is the creation of a Dendreon Product, and Dendreon has
\npreviously identified such project to Kirin prior to Kirin’s disclosure of such
\nKirin Product to Dendreon, or has demonstrated the existence of such project to
\nDendreon’s reasonable satisfaction based on official laboratory notebook data
\nentries created prior to such disclosure, then Kirin agrees not to develop and
\nmarket such Kirin Product in North America, nor to grant to a Third Party a
\nlicense to develop and market such Kirin Product in North America, without
\nobtaining Dendreon’s prior written consent. For clarity, the requirement that
\nDendreon use Reasonable Efforts in developing<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
14<\/p>\n
and commercializing Licensed Kirin Products does not necessarily require that
\nDendreon expend such efforts in every country in North America, so long as such
\nefforts are expended in each country where it is economically reasonable to do
\nso.<\/p>\n
2.5 Notice of Development. Upon reasonable request by Dendreon, Kirin
\nwill provide Dendreon with Information regarding the Kirin Products that are in
\nclinical trials prior to Phase II. Upon reasonable request by Kirin, Dendreon
\nwill provide Kirin with Information regarding the Dendreon Products that are in
\nclinical trials prior to Phase II.<\/p>\n
2.6 Trademark Rights.<\/p>\n
(a) License Grants.<\/p>\n
(i) License to Dendreon. Subject to the limitations set forth
\nbelow, Kirin grants to Dendreon a non-exclusive, royalty-free license, with the
\nright to sublicense, to use any and all marks Kirin has adopted for use with
\nKirin Products (the “Kirin Licensed Marks”), solely in connection with the
\npromotion and sale of Licensed Kirin Products in North America. Dendreon shall
\nnot use Kirin Licensed Marks in connection with any other products or in any
\nother activities without prior written approval of Kirin.<\/p>\n
(ii) License to Kirin. Subject to the limitations set forth
\nbelow, Dendreon grants to Kirin a non-exclusive, royalty-free license, with the
\nright to sublicense, to use any and all marks Dendreon has adopted for use with
\nthe Dendreon Products (the “Dendreon Licensed Marks”), solely in connection with
\nthe promotion and sale of Licensed Dendreon Products and Kirin Products in the
\nKirin Territory. Kirin shall not use Dendreon Licensed Marks in connection with
\nany other products or activities without prior written approval of Dendreon.<\/p>\n
(b) Additional Marks. The Parties may wish to extend this Agreement
\nto cover additional marks, including without limitation any marks for products
\nresulting from the Collaboration Program, which either Party may acquire and
\ndesire to license to the other Party. The Parties agree that in such event, a
\nletter from either Party to the other Party specifying such additional marks
\nshall be sufficient to extend the applicable license granted herein, and all the
\nterms and conditions thereof, to such additional marks for the permitted
\npurposes.<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
15<\/p>\n
(c) Form of Use. Dendreon, its Affiliates and Sublicensees shall
\nuse Kirin Licensed Marks only in the form(s) approved in writing by Kirin and
\nshall include where appropriate the designations (R) and (TM) and a statement
\nthat Kirin Licensed Marks are the trademarks of Kirin Brewery Co., and other
\nproprietary notices as reasonably required by Kirin from time-to-time.
\nSimilarly, Kirin, its Affiliates and Sublicensees shall use Dendreon Licensed
\nMarks only in the form(s) set forth on Exhibit D hereto or otherwise approved in
\nwriting by Dendreon and shall include where appropriate the designations (R) and
\n(TM) and a statement that Dendreon Licensed Marks are the trademarks of Dendreon
\nCorporation, and other proprietary notices as reasonably required by Dendreon
\nfrom time-to-time. The Parties agree to comply with all applicable laws and
\nregulations pertaining to the proper use and designation of trademarks.<\/p>\n
(d) Ownership of Licensed Marks.<\/p>\n
(i) Ownership. Each Party acknowledges that it has no interest
\nin the other Party’s Licensed Marks other than the license granted under this
\nAgreement and that each Party is, and will continue to be, the sole and
\nexclusive owner of all right, title and interest in its respective Licensed
\nMarks.<\/p>\n
(ii) No Contest. Each Party agrees that it will not contest,
\noppose or challenge the other Party’s ownership of its Licensed Marks. Each
\nParty agrees that it will do nothing to impair the other Party’s ownership or
\nrights in its Licensed Marks. In particular, neither Party will register or
\nattempt to register the other Party’s Licensed Marks in any jurisdiction nor
\noppose the other’s registration of its Licensed Marks, alone or with other words
\nor designs, in any jurisdiction. If either Party uses, registers or applies to
\nregister a licensed mark that violates its obligations under this section, such
\nParty agrees, at the other’s request, to abandon the use of such mark and any
\napplication or registration for such mark.<\/p>\n
(iii) Adverse Use. Each Party shall notify the other Party of
\nany adverse use by a Third Party of the other Party’s Licensed Marks or of a
\nmark or name confusingly similar to the other’s Licensed Marks and agrees to
\ntake no action with respect thereto except with the other’s prior written
\nauthorization. The Party that owns any infringed Licensed Marks may thereupon
\ntake such action as it in its sole discretion deems advisable for<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
16<\/p>\n
the protection of its rights in and to its Licensed Marks, including allowing
\nthe licensed Party to bring and prosecute a claim against such Third Party at
\nthe licensed Party’s expense. Each Party further agrees to provide full
\ncooperation with any legal or equitable action by the other Party to protect the
\nother’s rights, title and interest in its Licensed Marks.<\/p>\n
(e) Quality Control.<\/p>\n
(i) Kirin’s Obligations. The nature and quality of all goods
\nsold by Kirin, its Affiliates and Sublicensees in connection with Dendreon
\nLicensed Marks and all advertising and promotional uses and all other related
\nuses of Dendreon Licensed Marks by Kirin, its Affiliates and Sublicensees shall
\nconform to Dendreon’s standards. Kirin further agrees to provide samples of
\nadvertising and other promotional material bearing Dendreon Licensed Marks to
\nDendreon for approval at least thirty (30) days before such materials are to be
\ndistributed, displayed or otherwise used. Kirin, its Affiliates and Sublicensees
\nwill not distribute, display or otherwise use such materials without Dendreon’s
\nprior written approval, which approval shall not be unreasonably withheld.<\/p>\n
(ii) Dendreon’s Obligations. The nature and quality of all goods
\nsold by Dendreon, its Affiliates and Sublicensees in connection with Dendreon’s
\nuse of Kirin Licensed Marks and all advertising and promotional uses and all
\nother related uses of Kirin Licensed Marks by Dendreon, its Affiliates and
\nSublicensees shall conform to Kirin’s standards. Dendreon further agrees to
\nprovide samples of advertising and other promotional material bearing Kirin
\nLicensed Marks to Kirin for approval at least thirty (30) days before such
\nmaterials are to be distributed, displayed or otherwise used. Dendreon, its
\nAffiliates and Sublicensees will not distribute, display or otherwise use such
\nmaterials without Kirin’s prior written approval, which approval shall not be
\nunreasonably withheld.<\/p>\n
(f) Confusingly Similar and\/or Combination Marks.<\/p>\n
(i) Kirin’s Obligations. Kirin agrees that Kirin, its
\nAffiliates and Sublicensees will not adopt or use any other trademarks, words,
\nsymbols, letters, designs or marks (i) in combination with Dendreon Licensed
\nMarks in a manner that would create<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
17<\/p>\n
combination marks or (ii) that would be confusingly similar to Dendreon Licensed
\nMarks, provided, however, that Kirin, its Affiliates and Sublicensees may use
\nDendreon Licensed Marks with other marks or names if such other marks or names
\nare sufficiently separated from Dendreon Licensed Marks and sufficiently
\ndistinctive to avoid the consumer impression that such other marks or their
\nowners are associated with Dendreon.<\/p>\n
(ii) Dendreon’s Obligations. Dendreon agrees that Dendreon, its
\nAffiliates and Sublicensees will not adopt or use any other trademarks, words,
\nsymbols, letters, designs or marks (i) in combination with Kirin Licensed Marks
\nin a manner that would create combination marks or (ii) that would be
\nconfusingly similar to Kirin Licensed Marks, provided, however, that Dendreon,
\nits Affiliates and Sublicensees may use Kirin Licensed Marks with other marks or
\nnames if such other marks or names are sufficiently separated from Kirin
\nLicensed Marks and sufficiently distinctive to avoid the consumer impression
\nthat such other marks or their owners are associated with Kirin.<\/p>\n
ARTICLE 3<\/p>\n
MANAGEMENT<\/p>\n
3.1 The Steering Committee. Dendreon and Kirin agree to form, as of the
\nEffective Date, a committee to facilitate the research and development of Kirin
\nProducts and Dendreon Products (“the Steering Committee”). The Steering
\nCommittee shall be comprised of four (4) individuals, two (2) being Dendreon
\nemployees appointed and replaced by Dendreon at its discretion and two (2) being
\nKirin employees appointed and replaced by Kirin at its discretion. The size and
\ncomposition of the Steering Committee may be by mutual agreement of the Parties.
\nThe Parties shall form the Steering Committee within twenty (20) days after the
\nEffective Date. The Steering Committee shall have the following authority and
\nobligations:<\/p>\n
(a) To encourage and facilitate the ongoing cooperation of the
\nParties in conducting the research and development of Kirin Products and
\nDendreon Products;<\/p>\n
(b) To establish and implement specific plans for accomplishing the
\ntasks and goals of the Parties as set forth in the Agreement;<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
18<\/p>\n
(c) To coordinate the communication, information exchange and
\nefforts of the Parties with respect to all matters under this Agreement; and<\/p>\n
(d) To discuss and resolve, if possible, any issues or disputes that
\narise under the Agrement.<\/p>\n
3.2 Steering Committee Meetings. The Steering Committee shall act at
\nmeetings held regularly with all members present, according to the following:<\/p>\n
(a) The Steering Committee meetings shall take place at such times
\nand places as shall be determined by the Steering Committee but no less
\nfrequently than once per six (6) months; it is expected that the meetings will
\nalternate between appropriate offices of each Party, or at such other convenient
\nlocations as agreed;<\/p>\n
(b) If requested by a Party, the Steering Committee may conduct a
\nparticular meeting by telephone or video conference or other acceptable
\nelectronic means, provided that all Steering Committee members attend such
\nmeeting and can hear and communicate with all other members, and any decisions
\nmade during such meeting are recorded in writing and confirmed by signature of
\nat least one of the Steering Committee members from each of the Parties;<\/p>\n
(c) A Party may bring a reasonable number of additional
\nrepresentatives, in a non-voting capacity, to attend appropriate Steering
\nCommittee meetings, provided that such attendance is helpful to the Steering
\nCommittee carrying out its tasks and obligations;<\/p>\n
(d) Prior to each meeting, the designated chair of the Steering
\nCommittee (which may vary during the term) shall circulate an agenda for the
\nmeeting, and the Steering Committee shall keep minutes reflecting matters
\ndiscussed and the actions taken at the meeting, a copy of which shall be
\nprovided to each Party; and<\/p>\n
(e) The Steering Committee may act on a specific issue or matter
\nwithout a meeting if the Steering Committee members all agree as to such action
\nand such agreement is set forth in a written consent signed by all the members
\nof the Steering Committee.<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
19<\/p>\n
3.3 Decision-Making and Issue Resolution. All decisions of or actions
\ntaken by the Steering Committee shall be by unanimous approval of all the
\nmembers of the Steering Committee or such subcommittee, and voting on any
\nmatters shall be reflected in the minutes of the meeting at which the vote was
\ntaken. If the Steering Committee fails to reach unanimous agreement on an issue
\nor matter needing resolution, the matter shall be referred for good faith
\ndiscussion and resolution by the appropriate senior executive officer of each
\nParty.<\/p>\n
3.4 Research Efforts and Expenses. Each of the Parties will maintain
\nscientific staff, laboratories, offices and other facilities necessary to carry
\nout the tasks and obligations assigned to it pursuant to this Agreement. Each
\nparty shall use Reasonable Efforts to conduct and complete such tasks and
\nobligations. Kirin will bear all of its own expenses incurred in connection
\nwith research and development of Kirin Products and Licensed Dendreon Products
\nby Kirin in the Kirin Territory or in North America pursuant to Section 2.4(c).
\nDendreon shall bear all of its own expenses incurred in connection with research
\nand development of Dendreon Products and Licensed Kirin Products by Dendreon in
\nthe Dendreon Territory or in the Kirin Territory, pursuant to Section 2.3(c).<\/p>\n
3.5 Other Research. Kirin acknowledges and agrees that nothing in this
\nAgreement shall prevent or otherwise hinder Dendreon from conducting, and
\nDendreon shall retain full rights to conduct, its own independent research and
\ndevelopment work with respect to Dendreon Technology or any aspect thereof for
\nany use or purpose outside the Kirin Territory or any use or purpose outside the
\nField in the Kirin Territory, and including conducting such research and
\ndevelopment work with or on behalf of Third Party partners.<\/p>\n
ARTICLE 4<\/p>\n
DEVELOPMENT AND MARKETING IN THE JOINT TERRITORY<\/p>\n
4.1 Collaborative Development and Marketing. The Parties agree jointly to
\nconduct clinical development of, and to commercialize in the Joint Territory,
\nall Kirin Products and any Collaboration Products (as such term is defined in
\nthe Research and License Agreement) that result from the Research Program. Such
\ncollaborative clinical development and marketing shall be conducted pursuant to
\na Commercialization Agreement to be negotiated and agreed to and<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
20<\/p>\n
signed by the Parties, which agreement shall be consistent with the applicable
\nprovisions of the Kirin\/Dendreon Term Sheet and with the summary terms set forth
\nbelow, and will contain, in addition, such other reasonable and typical terms as
\nare consistent with similar agreements in the industry and the following terms:
\nUnder the terms of such agreement, Dendreon and Kirin shall share equally in all
\nthe costs of conducting clinical development of such Kirin Products and
\nCollaboration Products in the Joint Territory and shall share equally the
\nmarketing profits from sales of such Kirin Products and Collaboration Products
\nin the Joint Territory, with “marketing profit” understood to mean the total
\nrevenue derived from such sales less the actual costs directly attributable to
\nthe manufacture, marketing and sale of such products. The details of such joint
\nclinical development and marketing arrangement shall be set forth in a
\nCommercialization Agreement consistent with the foregoing.<\/p>\n
ARTICLE 5<\/p>\n
FEES AND ROYALTIES<\/p>\n
5.1 Technology Transfer Fee. Kirin shall pay Dendreon a non-refundable
\ntechnology transfer fee in the amount of [ * ] U.S. dollars [ * ], payable in
\naccordance with the following schedule:<\/p>\n
(a) [ * ] dollars [ * ] in cash on the Effective Date.<\/p>\n
(b) [ * ] dollars [ * ] in cash within [ * ] of the [ * ] of the
\n[ * ] for the [ * ]. For purposes of this Section, [ * ] means [ * ] on which
\n[ * ] in [ * ] to [ * ] the [ * ].<\/p>\n
The foregoing technology transfer fee payments are inclusive of such
\nwithholding taxes as are finally ascertained to be due and payable by Kirin on
\naccount of Dendreon and shall be made by wire transfer to an account designated
\nby Dendreon for such purpose.<\/p>\n
5.2 Royalties on Sales of Kirin Products.<\/p>\n
(a) Subject to subsection (b) below, Kirin shall pay Dendreon
\nroyalties on sales of Kirin Products by or on behalf of Kirin or its Affiliates
\nor Sublicensees in any country excluding the Joint Territory, as follows:<\/p>\n
[*]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
21<\/p>\n
(i) Kirin shall pay royalties equal to [ * ] of the Net
\nRevenue based on sales of Kirin Products in such countries by Kirin and its
\nAffiliates and Sublicensees (except as otherwise provided in subclause (ii)
\nbelow);<\/p>\n
(ii) for so long as China or another country in the Kirin
\nTerritory imposes an upper limit on royalties transferable outside of China or
\nsuch other country, Kirin shall pay royalties on the Net Revenue based on sales
\nof the Kirin Products sold in such countries equal to the greater of: (A) [ * ]
\nof any such upper limit; or (B) [ * ] of such Net Revenue; provided that the
\nroyalty payable under this Section 5.2(a)(ii) shall not exceed [ * ] of such Net
\nRevenue for any particular royalty accounting period.<\/p>\n
(b) For each particular Kirin Product, Kirin shall pay the royalties
\nspecified above, on a country by country basis, until the later of the
\nexpiration of ten (10) years from the first commercial launch of such Kirin
\nProduct in such country or the last to expire of the Patents with claims
\ncovering such Kirin Product or its manufacture or use in such country. The
\nforegoing royalty payments are inclusive of such withholding taxes as are
\nfinally ascertained to be due and payable by Kirin on account of Dendreon, and
\nshall be made by wire transfer to an account designated by Dendreon for such
\npurpose.<\/p>\n
5.3 Royalties on Sales of Licensed Dendreon Products.<\/p>\n
(a) Subject to subsection (b) below, Kirin shall pay Dendreon
\nroyalties on sales of Licensed Dendreon Products in the Kirin Territory as
\nfollows:<\/p>\n
(i) Kirin shall pay a royalty equal to [ * ] of the Net
\nRevenue based on sales of Licensed Dendreon Products sold in the Kirin Territory
\nby Kirin or its Affiliates or Sublicensees (except as otherwise provided in
\nsubclause (ii) below);<\/p>\n
(ii) for so long as China or any other country in the Kirin
\nTerritory imposes an upper limit on royalties transferable outside of China or
\nsuch other country, Kirin shall pay Dendreon a royalty based on the Net Revenue
\nfor Licensed Dendreon Products sold in such countries equal to the greater of:
\n(A) [ * ] of any such upper limit; or (B) [ * ] of such Net<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
22<\/p>\n
Revenue; provided that the royalty payable under this Section 5.3(a)(ii) shall
\nnot exceed [ * ] of such Net Revenue for any particular royalty accounting
\nperiod.<\/p>\n
(b) Kirin shall pay the royalties specified above, on a country by
\ncountry basis until the later of the expiration of ten (10) years from the first
\ncommercial launch of the first Dendreon Product in such country or the last to
\nexpire of the Patents with claims covering any Dendreon Product in such country.
\nThe foregoing royalty payments are inclusive of such withholding taxes as are
\nfinally ascertained to be due and payable by Kirin on account of Dendreon, and
\nshall be made by wire transfer to an account designated by Dendreon for such
\npurpose.<\/p>\n
5.4 Royalties on Dendreon Sales of Licensed Kirin Products . Dendreon shall
\npay Kirin a royalty equal to [ * ] of the Net Revenue based on sales of Licensed
\nKirin Products sold by Dendreon, its Affiliates or any of its Sublicensees in
\nNorth America. With respect to each such Licensed Kirin Product, Dendreon shall
\npay the royalties specified above on a country by country and product by product
\nbasis until the later of the expiration of ten (10) years from the first
\ncommercial launch of such Licensed Kirin Product in such country or the last to
\nexpire of the Patents with claims covering such Licensed Kirin Product in such
\ncountry. The foregoing royalty payments are inclusive of such withholding taxes
\nas are finally ascertained to be due and payable by Dendreon on account of
\nKirin, and shall be made by wire transfer to an account designated by Kirin for
\nsuch purpose.<\/p>\n
5.5 Kirin Milestone Payments. Kirin shall make to Dendreon the following
\nnon-refundable milestone payments on a product by product basis for each
\nLicensed Dendreon Product for which Kirin has exercised the Kirin Option:<\/p>\n
Within [ * ] of the [ * ] of the [ * ] [ * ]<\/p>\n
Within [ * ] of the [ * ] of [ * ] [ * ]<\/p>\n
Within [ * ] of [ * ] [ * ]<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
23<\/p>\n
The foregoing milestone payments are inclusive of such withholding taxes as are
\nfinally ascertained to be due and payable by Kirin on account of Dendreon and
\nshall be made by wire transfer to an account designated by Dendreon for such
\npurpose.<\/p>\n
5.6 Dendreon Milestone Payments. Dendreon shall make to Kirin the
\nfollowing non-refundable milestone payments on a product by product basis for
\neach Licensed Kirin Product for which Dendreon has exercised the Dendreon
\nOption:<\/p>\n
Within [ * ] of the [ * ] of the [ * ] [ * ]<\/p>\n
Within [ * ] of the [ * ] of [ * ] the [ * ] [ * ]<\/p>\n
Within [ * ] of [ * ] the [ * ] [ * ]<\/p>\n
The foregoing payments are inclusive of such withholding taxes as are finally
\nascertained to be due and payable by Dendreon on account of Kirin and shall be
\nmade by wire transfer to an account designated by Kirin for such purpose.<\/p>\n
5.7 Payment of Royalties. Royalty obligations hereunder shall accrue at
\nthe time of sale of the applicable Product, and all such royalties that have
\naccrued during a particular calendar quarter shall be paid quarterly within
\nsixty (60) days after the end of such calendar quarter. Such royalties shall be
\ncalculated on the basis of Net Revenue in the local currency of each country,
\nand converted into U.S. Dollars and paid in U.S. Dollars on the basis of the
\naverage currency exchange rate for the applicable calendar quarter quoted by the
\nTokyo Mitsubishi Bank (or its successor) for currency exchanges in excess of one
\nmillion U.S. dollars ($1,000,000). Each royalty payment shall be accompanied by
\na statement of such royalties showing the Net Revenue for the applicable
\nroyalty-bearing Products, on a country by country and product by product basis.
\nIf a Party receives a refund or rebate for taxes it paid on behalf of the other
\nParty, the Party receiving such refund or rebate shall promptly remit it to the
\nother Party.<\/p>\n
5.8 Royalty Structure and Marketing Strategy. The terms of this Agreement
\npermit Kirin to market and sell Kirin Products and Licensed Dendreon Products to
\nhospitals and other similar health-care provider organizations as services or as
\nproducts comprising Dendritic<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
24<\/p>\n
Cells activated or loaded with specific antigen, engineered antigen or antigen
\ngene, including without limitation a Kirin Antigen. Kirin shall not, and
\ncovenants not to, sell Separation Devices, Reagents or Dendreon Antigens to
\nThird Parties except as permitted in this Agreement. The Parties agree to
\ndiscuss alternative marketing strategies for Kirin Products and Licensed
\nDendreon Products when commercially reasonable to do so. At such time, the
\nParties also shall agree on any needed adjustment to the royalty calculation
\nmechanism established for sales of such Kirin Products and Dendreon Products,
\nincluding appropriate amendments to the definitions of such terms under Article
\n1. For example, if the Parties agree that Kirin may sell devices and reagents
\n(including specific antigens) for use by a Third Party in isolating and
\nactivating Dendritic Cells, then such definitions may be amended to include the
\nconcept that a Dendreon Product or Kirin Product includes any set of products
\nthat are developed by the applicable Party and are intended for use in preparing
\na product meeting the criteria in subsection 1.7(a) or 1.22(a), as applicable,
\nor in performing a service as set forth in subsection 1.7(b) or 1.22(b), as
\napplicable. Any change to the current marketing strategy, and any adjustment to
\nthe royalty calculation mechanism related thereto, must be set forth in writing
\nand signed by an authorized representative of each Party. Neither Party shall
\nhave any obligation to make changes to the marketing strategy already
\nestablished in this Agreement.<\/p>\n
ARTICLE 6<\/p>\n
EQUITY INVESTMENT BY KIRIN<\/p>\n
6.1 Stock Purchase at IPO. In further consideration for the license
\ngranted by Dendreon to Kirin under the Agreement, in addition to Kirin’s
\npurchase of two million dollars ($2,000,000) worth of Series D preferred shares
\nof Dendreon on July 31, 1998, Kirin agrees to purchase from Dendreon, in a
\nprivate placement, five million dollars ($5,000,000) worth of unregistered
\nDendreon common stock at the time of Dendreon’s initial public offering (IPO),
\nwith the price per share for such purchase equal to the price of the sale of
\nDendreon’s stock to the public in such IPO, provided that an initial public
\noffering of Dendreon shares of common stock is completed by January 1, 2000.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
25<\/p>\n
6.2 Put Right. In the event that Dendreon has not completed an IPO by
\nJanuary 1, 2000, then Dendreon will thereafter have the right, at its sole
\noption but only until January 1, 2001, to require Kirin to purchase up to one
\nmillion (1,000,000) shares of Dendreon preferred stock at a per share purchase
\nprice to be negotiated by the Parties in good faith reflecting the fair value of
\nsuch stock, but in any event not less than the per share purchase price of the
\nmost recent private sale of Dendreon preferred stock in excess of an aggregate
\nof one million dollars ($1,000,000) of preferred stock, and provided that the
\ntotal amount of the purchase price for such stock shall not exceed five million
\ndollars ($5,000,000). Dendreon shall exercise such right in writing to Kirin
\nprior to January 1, 2001, and upon such exercise the Parties shall negotiate the
\npurchase price in good faith and close the purchase of the capital stock as soon
\nas reasonably practicable, but in no event longer than sixty (60) days from the
\ndate that Dendreon exercised such option. Dendreon may not exercise such right
\nafter January 1, 2001, unless otherwise agreed to by the Parties in writing.<\/p>\n
6.3 No Double Purchase. For clarity, it is agreed that, under the terms
\nof this Article 6, Kirin is required to purchase Dendreon stock only under
\nSection 6.1 in a private placement in conjunction with the IPO, or under Section
\n6.2 after exercise of the Dendreon’s put right therein, but shall not be
\nrequired to purchase Dendreon stock under both such Sections.<\/p>\n
ARTICLE 7<\/p>\n
CONFIDENTIALITY<\/p>\n
7.1 Confidentiality; Exceptions. Except to the extent expressly
\nauthorized by this Agreement or otherwise agreed in writing, the Parties agree
\nthat, for the term of this Agreement and for ten (10) years thereafter, the
\nreceiving Party shall keep confidential and shall not publish or otherwise
\ndisclose to a Third Party or use for any purpose other than as provided for in
\nthis Agreement any Information and materials furnished to it by the other Party
\npursuant to this Agreement (collectively, “Confidential Information”), except to
\nthe extent that it can be established by the receiving Party by competent proof
\nthat such Confidential Information:<\/p>\n
(a) was already known to the receiving Party, other than under an
\nobligation of confidentiality, at the time of disclosure by the other Party;<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
26<\/p>\n
(b) was generally available to the public or otherwise part of the
\npublic domain at the time of its disclosure to the receiving Party;<\/p>\n
(c) became generally available to the public or otherwise part of the
\npublic domain after its disclosure and other than through any act or omission of
\nthe receiving Party in breach of this Agreement; or<\/p>\n
(d) was disclosed to the receiving Party, other than under an
\nobligation of confidentiality, by a Third Party who had no obligation to the
\ndisclosing Party not to disclose such information to others.<\/p>\n
7.2 Authorized Disclosure. Each Party may disclose the other’s
\nConfidential Information to the extent such disclosure is reasonably necessary
\nin filing or prosecuting patent applications, prosecuting or defending
\nlitigation, complying with applicable governmental regulations or conducting
\npreclinical or clinical trials, provided that if a Party is required by law or
\nregulation to make any such disclosure of the other Party’s Confidential
\nInformation it will except where impracticable for necessary disclosures, for
\nexample in the event of medical emergency, give reasonable advance notice to the
\nother Party of such disclosure requirement and, except to the extent
\ninappropriate in the case of patent applications, will use its best efforts to
\nsecure confidential treatment of such Confidential Information required to be
\ndisclosed.<\/p>\n
7.3 Survival. This Article 7 shall survive the termination or expiration
\nof this Agreement for a period of ten (10) years.<\/p>\n
ARTICLE 8<\/p>\n
INTELLECTUAL PROPERTY<\/p>\n
8.1 Ownership. Each Party shall solely own Patents for any inventions
\nmade solely by that Party’s employees or consultants in the course of performing
\nany work under this Agreement. The law of inventorship of the United States
\nshall apply to any inventions whether made inside or outside the United States
\nby either of the Parties.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
27<\/p>\n
8.2 Prosecution and Maintenance of Patents by Dendreon; Abandonment.
\nDendreon shall have the responsibility to file, prosecute and maintain the
\nDendreon Patents in the world and shall bear all expenses associated therewith.
\nAll decisions regarding prosecution of the Dendreon Patents in the world will be
\nat Dendreon’s sole discretion and responsibility. Dendreon agrees to keep Kirin
\ninformed of the course of patent prosecution or other proceedings relating to
\nthe Dendreon Patents in the Kirin Territory in the Field. In the event Dendreon
\nelects not to prosecute a Dendreon Patent application filed or to abandon an
\nissued Dendreon Patent in the Kirin Territory in the Field, Dendreon shall
\nnotify Kirin not less than two (2) months before any relevant deadline, and
\nthereafter Kirin shall have the right to pursue, at its expense and sole
\ndiscretion, prosecution of such Dendreon Patent application or maintenance of
\nsuch issued Patent. In such event, Dendreon shall promptly assign its rights
\ntherein to Kirin.<\/p>\n
8.3 Prosecution and Maintenance of Patents by Kirin; Abandonment. Kirin
\nshall have the responsibility to file, prosecute and maintain the Kirin Patents
\nin the world and shall bear all expenses associated therewith. All decisions
\nregarding prosecution of the Kirin Patents in the world will be at Kirin’s sole
\ndiscretion and responsibility. Kirin agrees to keep Dendreon informed of the
\ncourse of patent prosecution or other proceedings relating to the Kirin Patents
\nin North America in the Field. In the event Kirin elects not to prosecute a
\nKirin Patent application filed, or to abandon an issued Kirin Patent in North
\nAmerica in the Field, Kirin shall notify Dendreon not less than two (2) months
\nbefore any relevant deadline, and thereafter Dendreon shall have the right to
\npursue, at its expense and in its sole discretion, prosecution of such Kirin
\nPatent application or maintenance of such issued Patent. In such event, Kirin
\nshall promptly assign its rights therein to Dendreon.<\/p>\n
8.4 Defense and Settlement of Third Party Claims. If a Third Party files
\na claim, suit or action against a Party claiming that a Patent or other
\nintellectual property right owned by such Third Party is infringed by the
\ndevelopment, use, marketing, distribution or sale of a Kirin Product or Dendreon
\nProduct, and such claim, suit or action (a “Claim”) arises out of such Party’s
\npractice in the Field pursuant to this Agreement, the Party against whom the
\nThird Party has filed such Claim (“Defending Party”) will have the right to
\ndefend against any such Claim. The other Party will assist in the defense of any
\nsuch Claim as reasonably requested by the<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
28<\/p>\n
Defending Party and at the Defending Party’s expense and may retain separate
\ncounsel at its own expense. The Defending Party shall not settle any such Claim
\nwithout the prior express written consent of the other Party, which consent
\nshall not be unreasonably withheld or delayed, if such settlement would impose
\non such other Party the obligation to pay any damages or would adversely affect
\nsuch Party’s rights.<\/p>\n
8.5 Third Party Royalties. In the event that a Party is required to
\nobtain a license under a Third Party patent that covers or claims the
\nmanufacture, use or sale of a Kirin Product or Dendreon Product in order to
\npractice a Dendreon Patent or Kirin Patent to sell a Kirin Product or Dendreon
\nProduct as permitted under the licenses in Article 2, provided, that such Party
\nshall disclose the relevant portions of such license under such Third Party
\npatent to the other Party in English and, if any, the extent of any alleged
\ninfringement, such Party shall be entitled to deduct [ * ] of any royalties
\nowing to such Third Party based on the sale of such Kirin Products or Dendreon
\nProducts under such license from amounts owing to the other Party, subject to a
\nmaximum royalty reduction of [ * ] of the amounts that otherwise would be owed
\nby such Party under Article 5 hereof.<\/p>\n
8.6 Enforcement of Patent Rights<\/p>\n
(a) If any Dendreon Patent or Kirin Patent in the Field is infringed
\nby a Third Party, the Party to this Agreement first having knowledge of such
\ninfringement shall promptly notify the other in writing. The notice shall set
\nforth the facts of such infringement in reasonable detail.<\/p>\n
(b) Dendreon shall have the right, but not the obligation to
\ninstitute, prosecute and control any action or proceeding with respect to
\ninfringement of Dendreon Patents in the Dendreon Territory, Kirin Patents in
\nNorth America and patents abandoned by Kirin pursuant to Section 8.3.<\/p>\n
(c) Kirin shall have the right, but not the obligation, to institute,
\nprosecute and control any action or proceeding with respect to infringement of
\nDendreon Patents in the Kirin<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
29<\/p>\n
Territory, Kirin Patents in the Kirin Territory and the rest of the world except
\nNorth America and the Joint Territory, and patents abandoned by Dendreon
\npursuant to Section 8.2.<\/p>\n
(d) If a Party given the right to enforce a Kirin Patent or Dendreon
\nPatent pursuant to Section 8.6(b) or Section 8.6(c) fails to bring an action or
\nproceeding against a suspected infringer within a period of ninety (90) days
\nafter having knowledge of such infringement in the Field, the other Party shall
\nhave the right to bring and control an action against such infringer by counsel
\nof its own choice, and the non-enforcing Party shall have the right to be
\nrepresented in any such action by counsel of its own choice at its own expense.<\/p>\n
(e) The Party controlling an action involving any infringement in the
\nField shall consider in good faith the interests of the other Party in so doing,
\nand shall not settle or consent to an adverse judgment in any such action which
\nwould have a material adverse effect on the rights or interests of the other
\nParty without the prior express written consent of such other Party. If one
\nParty brings any such action or proceeding, the other Party agrees to be joined
\nas a Party plaintiff if necessary to prosecute the action and to give the first
\nParty reasonable assistance and authority to file and prosecute the suit. In
\neach case relating to infringement within the Field, each Party shall bear the
\ncosts of its enforcement of the Patent rights discussed in this section and
\nretain for its own account any amounts received from Third Parties; provided,
\nhowever, that any such recovery shall be deemed Net Revenue of the infringed
\nProduct, subject to the royalty provisions of Article 5.<\/p>\n
(f) The Parties shall consult regarding the institution, prosecution
\nand control of any action or proceeding with respect to infringement outside the
\nField of any of the Dendreon Patents or Kirin Patents. In the absence of
\nAgreement with respect to infringement outside the Field, the Party owning the
\ninfringed Kirin Patent or Dendreon Patent may proceed in such manner as the law
\npermits.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
\nCOMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.<\/p>\n
30<\/p>\n
ARTICLE 9<\/p>\n
REPRESENTATIONS AND WARRANTIES<\/p>\n
9.1 Representations and Warranties. Each of the Parties hereby
\nrepresents and warrants as follows:<\/p>\n
(a) This Agreement is a legal and valid obligation binding upon such
\nParty and enforceable in accordance with its terms. The execution, delivery and
\nperformance of the Agreement by such Party does not conflict with any agreement,
\ninstrument or understanding, oral or written, to which it is a Party or by which
\nit is bound, nor violate any law or regulation of any court, governmental body
\nor administrative or other agency having jurisdiction over it.<\/p>\n
(b) Such Party has not, and during the term of the Agreement will
\nnot, grant any right to any Third Party relating to its respective technology in
\nthe Field licensed to the other Party hereunder which would conflict with such
\nrights granted to the other Party.<\/p>\n
ARTICLE 10<\/p>\n
REPORTS, RECORDS AND SAMPLES<\/p>\n
10.1 Sharing of Information. Commencing on the Effective Date and
\ncontinuing during the term of this Agreement, each Party will make available and
\ndisclose to the other Party the Information Controlled by such Party that
\nreasonably relates to such other Party’s activities under this Agreement in the
\nField. In particular, Dendreon will disclose to Kirin on a regular basis the
\nDendreon Technology and provide reasonable assistance to Kirin (at Kirin’s
\nrequest and expense) in transferring such Dendreon Technology for use in
\ndeveloping Kirin Products and for use in commercializing the Licensed Dendreon
\nProducts in the Kirin Territory. Similarly, Kirin will disclose to Dendreon on a
\nregular basis the Kirin Technology and provide reasonable assistance to Dendreon
\n(at Dendreon’s request and expense) in transferring such Kirin Technology for
\nuse in developing Dendreon Products and for use in commercializing the Licensed
\nKirin Products in North America. In addition, both Parties will disclose to each
\nother any non-clinical and clinical regulatory information which relates to such
\nother Party’s activities under this Agreement in the Field.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
31<\/p>\n
10.2 Records of Net Revenue. Each Party will maintain complete and
\naccurate records of Net Revenue which are relevant to payments to be made under
\nthis Agreement. Such records shall be open during reasonable business hours, for
\na period of three (3) years from creation of individual records, for examination
\nat the other Party’s expense, and not more often than once each year and upon
\nnot less than thirty (30) days advance notice, by a certified public accountant
\nselected by the other Party and acceptable to the Party keeping the records for
\nthe sole purpose of verifying for the inspecting Party the correctness of
\ncalculations or payments made under this Agreement.<\/p>\n
10.3 Materials. The Parties intend to maintain an open and extensive
\nexchange of biological, chemical and other tangible materials during the course
\nof the Agreement. Information obtained by the other Party in the testing of
\nsuch materials will be promptly disclosed to the Party providing the sample, and
\nall such Information will be considered Information to be protected by both
\nParties under the restrictions of Article 7.<\/p>\n
10.4 Publicity Review. If either Party is required by law or regulation
\nto make a public disclosure or announcement concerning this Agreement or the
\nsubject matter thereof, such Party shall give reasonable prior advance notice of
\nthe proposed text of such disclosure or announcement to the other Party for its
\nreview and comment. The terms of this Agreement may also be disclosed to Third
\nParties with the consent of the other Party, which consent shall not be
\nunreasonably withheld so long as such disclosure is made under a binder of
\nconfidentiality.<\/p>\n
10.5 Publications. Each Party agrees that it shall not publish or
\npresent the results of studies carried out pursuant to this Agreement without
\nthe opportunity for prior review by the other Party. Each Party shall provide to
\nthe other the opportunity to review any proposed abstracts, manuscripts or
\npresentations (including information to be presented verbally) which relate to
\nthe Field at least thirty (30) days prior to their intended submission for
\npublication and such submitting Party agrees, upon written request from the
\nother Party, not to submit such abstract or manuscript for publication or to
\nmake such presentation until the other Party is given a reasonable period of
\ntime to secure patent protection for any material in such publication or
\npresentation which it believes is patentable.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
32<\/p>\n
10.6 Adverse Event Reporting. In the event that either Party, its
\nAffiliates or Sublicensees obtains, directly or indirectly, information and data
\non the side effects or toxicity of a Product during the development, marketing
\nand distribution of any of the Products hereunder, such Party shall disclose, as
\nsoon as reasonably practicable, such information and data to the other Party.
\nEither Party, its Affiliates and Sublicensees shall notify the other Party as
\nsoon as reasonably practicable of any complaints or reports of adverse events
\nassociated with the Products which are serious, new or unexpected events, or
\nevents with increased frequency. All other adverse events associated with
\nProducts shall be reported by either Party to the other Party in summary format
\nat least quarterly. At the request of either Party, the other Party shall
\ncooperate in the investigation and respond to any Product complaints which may
\nrelate to the role of the informed Party in the development or manufacture of
\nthe Products. Each Party shall be responsible for all reporting of adverse
\nevents to regulatory authorities in its respective territory.<\/p>\n
ARTICLE 11<\/p>\n
TERM AND TERMINATION<\/p>\n
11.1 Term. This Agreement shall commence on the Effective Date and,
\nunless sooner terminated as provided herein, shall continue in effect until the
\nexpiration of all of the payment obligations of Kirin and Dendreon under the
\nAgreement.<\/p>\n
11.2 Termination for Breach. If either Party materially breaches this
\nAgreement at any time, which breach is not cured within thirty (30) days of
\nwritten notice thereof if such breach is caused by the failure of a Party to
\nmeet its financial obligations under this Agreement, or within ninety (90) days
\nof written notice thereof for any other material breach of this Agreement, from
\nthe non-breaching Party specifying in detail the nature of the breach, the
\nbreaching Party’s licenses granted in this Agreement shall terminate and the
\nnon-breaching Party shall have the exclusive, royalty-free right under the
\nbreaching Party’s Technology, Patents and Licensed Marks to make, have made, use
\nand sell Products it already had developed or sold, in those countries in which
\nit already had developed or sold such Products. The breaching Party will assist
\nthe non-breaching Party in every proper way to effect the license granted above.
\nThe breaching Party shall further deliver to the non-breaching Party such
\nrelevant tangible materials<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
33<\/p>\n
embodying such Technology, Patents and Licensed Marks as may be necessary or
\nuseful to the exercise of the non-breaching Party of the license hereunder.<\/p>\n
11.3 Surviving Rights. The obligations and rights of the Parties under
\nArticles 7, 8 and 12, and Sections 2.6(c)-(f), 10.4, 10.5, 13.6 and 13.7 of this
\nAgreement will survive termination.<\/p>\n
11.4 Non-exclusive Licenses after Expiration. Upon the expiration of the
\nAgreement under Section 11.1, Kirin shall retain a non-exclusive, royalty-free
\nlicense to use the Dendreon Technology and Dendreon Licensed Marks to make, have
\nmade, use offer for sale and sell in the Kirin Territory the Kirin Products and
\nLicensed Dendreon Products that Kirin was selling as of the date of such
\nexpiration, and Dendreon shall retain a non-exclusive, royalty-free license to
\nuse the Kirin Technology and Kirin Licensed Marks to make, have made, use, offer
\nfor sale and sell in North America the Dendreon Products and Licensed Kirin
\nProducts that Dendreon was selling as of the date of such expiration.<\/p>\n
11.5 Termination Without Cause. On or after January 1, 2002, Kirin may
\nterminate this Agreement without cause upon ninety (90) days prior written
\nnotice to Dendreon. At such time, all licenses granted to Kirin under this
\nAgreement shall terminate, and Kirin shall covenant not to use any Information
\nor materials of any kind related to, made or derived from the Dendreon
\nTechnology or Dendreon Licensed Marks after such termination. Kirin also shall
\nreturn to Dendreon all Information and materials of any kind related to, made or
\nderived from the Dendreon Technology or Dendreon Licensed Marks upon such
\ntermination. Kirin’s licenses to Dendreon under this Agreement shall survive
\nany such termination. Dendreon’s royalty obligations to Kirin shall survive any
\nsuch termination and shall terminate as provided in Article 5.<\/p>\n
ARTICLE 12<\/p>\n
INDEMNIFICATION<\/p>\n
12.1 Indemnification in Kirin Territory. Kirin shall indemnify, defend
\nand hold Dendreon harmless from and against any and all liability, damage, loss,
\ncost (including<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
34<\/p>\n
reasonable attorneys’ fees) and expense resulting from any infringement, claim
\nof bodily injury or property damage (a) relating to the development,
\nmanufacture, use, distribution or sale of any Product by Kirin, its Affiliates,
\nSublicensees, employees or agents or (b) due to the negligence or willful
\nmisconduct of Kirin or its Affiliates, Sublicensees, employees or agents.<\/p>\n
12.2 Indemnification in the Dendreon Territory. Dendreon shall indemnify
\nand hold Kirin harmless from and against any and all liability, damage, loss,
\ncost (including reasonable attorneys’ fees) and expense resulting from any
\ninfringement, claim of bodily injury or property damage (a) relating to the
\ndevelopment, manufacture, use, distribution or sale of any Product by Dendreon,
\nits Affiliates, Sublicensees, employees or agents or (b) due to the negligence
\nor willful misconduct of Dendreon or its Affiliates, Sublicensees, employees or
\nagents.<\/p>\n
ARTICLE 13<\/p>\n
MISCELLANEOUS<\/p>\n
13.1 Assignment. Neither Party shall assign any of its rights and
\nobligations hereunder except (i) as incident to the merger, consolidation,
\nreorganization or acquisition of stock affecting actual voting control or of
\nsubstantially all of the assets of the assigning Party or (ii) to an Affiliate;
\nprovided, however, that in no event shall either Party’s rights and obligations
\nhereunder be assigned without prior written notice to the other Party. In any
\ncase, neither Party may make an assignment of its assets which renders it unable
\nto perform its material obligations hereunder. This Agreement shall be binding
\nupon and inure to the benefit of the Parties hereto and their permitted
\nsuccessors and assigns.<\/p>\n
13.2 Retained Rights. Nothing in this Agreement shall limit in any
\nrespect the right of either Party to conduct research and development with
\nrespect to, and market products outside of, the Field using such Party’s
\nTechnology, but no license to use the other Party’s technology to do so is
\ngranted herein expressly or by implication.<\/p>\n
13.3 Force Majeure. Neither Party shall lose any rights hereunder or be
\nliable to the other Party for damages or losses on account of failure of
\nperformance by the defaulting Party if<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
35<\/p>\n
the failure is occasioned by government action, war, fire, explosion, flood,
\nstrike, lockout, embargo, act of God, or any other similar cause beyond the
\ncontrol of the defaulting Party, provided that the Party claiming force majeure
\nhas exerted all reasonable efforts to avoid or remedy such force majeure;
\nprovided, however, in no event shall a Party be required to settle any labor
\ndispute or disturbance.<\/p>\n
13.4 Further Actions. Each Party agrees to execute, acknowledge and
\ndeliver such further instruments, and to do all such other acts, as may be
\nnecessary or appropriate in order to carry out the purposes and intent of this
\nAgreement.<\/p>\n
13.5 No Trademark Rights. Except as otherwise provided herein, no right,
\nexpress or implied, is granted by the Agreement to use in any manner the name
\n“Dendreon” or “Kirin” or any other trade name or trademark of the other Party in
\nconnection with the performance of the Agreement.<\/p>\n
13.6 Notices. All notices and other communications hereunder shall be in
\nwriting and shall be deemed given if delivered personally or by facsimile
\ntransmission (receipt verified), telexed, mailed by registered or certified mail
\n(return receipt requested), postage prepaid, or sent by express courier service,
\nto the Parties at the following addresses (or at such other address for a Party
\nas shall be specified by like notice; provided, that notices of a change of
\naddress shall be effective only upon receipt thereof):<\/p>\n
If to Dendreon, addressed to:<\/p>\n
Dendreon Corporation
\n 291 North Bernardo Avenue
\n Mountain View, CA 94043
\n Attention: C. S. Henney
\n Telephone: (650) 964-6744
\n Telecopy: (650) 964-0337<\/p>\n
With copy to:<\/p>\n
Cooley Godward LLP<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
36<\/p>\n
Five Palo Alto Square, 4th Floor
\n Palo Alto, CA 94306
\n Attention: Barclay J. Kamb, Esq.
\n Telephone: (650) 843-5052
\n Telecopy: (650) 857-0663<\/p>\n
If to Kirin, addressed to:<\/p>\n
Kirin Brewery Co., Ltd.
\n 26-1, Jingumae 6-chome
\n Shibuya-ku
\n Tokyo 150-8011, Japan
\n Attention: Akihiro Shimosaka
\n Research and Product Development Department
\n Pharmaceutical Division
\n Telephone: (03) 5485-6805
\n Telecopy: (03) 3499-6152<\/p>\n
13.7 Dispute Resolution. If any dispute, controversy or claim arises out
\nof or in connection with this Agreement, the Parties shall use reasonable
\nefforts to settle it by friendly negotiation within sixty (60) days of notice
\nfrom one Party to the other of such dispute, controversy or claim, before
\npursuing any other remedies available to them. If either Party fails or refuses
\nto participate in such negotiations, or if, in any event, the dispute,
\ncontroversy or claim is not resolved to the satisfaction of both Parties within
\nthe sixty (60) day period, any such dispute, controversy or claim shall be
\nsettled by arbitration. Any such arbitration shall be conducted in accordance
\nwith the Japan-American Trade Arbitration Agreement of September 16, 1952. The
\nParties agree that any such arbitration shall be conducted in the English
\nlanguage in a location within the United States selected by the Party that did
\nnot initiate such arbitration, and the Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of California and the United
\nStates of America. The arbitrators shall include one independent, un-affiliated
\nnominee selected by each Party and a third neutral arbitrator selected by such
\nnominees. The Parties agree that any arbitration panel shall include members
\nknowledgeable as to the evaluation of biopharmaceutical technology. Judgment
\nupon the award rendered may be entered in the highest state or federal court or
\nforum, state or federal, having jurisdiction; provided, however, that the
\nprovisions of this Section 13.7 shall not apply to any dispute or<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
37<\/p>\n
controversy as to which any treaty or law prohibits such arbitration. The
\nprevailing Party shall be entitled to reasonable attorney’s fees and costs to be
\nfixed by the arbitrators.<\/p>\n
13.8 Waiver. Except as specifically provided for herein, the waiver from
\ntime to time by either of the Parties of any of their rights or their failure to
\nexercise any remedy shall not operate or be construed as a continuing waiver of
\nsame or of any other of such Party’s rights or remedies provided in this
\nAgreement.<\/p>\n
13.9 Severability. If any term, covenant or condition of this Agreement
\nor the application thereof to any Party or circumstance shall, to any extent, be
\nheld to be invalid or unenforceable, then the remainder of this Agreement, or
\nthe application of such term, covenant or condition to Parties or circumstances
\nother than those as to which it is held invalid or unenforceable, shall not be
\naffected thereby and each term, covenant or condition of this Agreement shall be
\nvalid and be enforced to the fullest extent permitted by law.<\/p>\n
13.10 Ambiguities. Ambiguities, if any, in this Agreement shall not be
\nconstrued against any Party, irrespective of which Party may be deemed to have
\nauthored the ambiguous provision.<\/p>\n
13.11 Entire Agreement. This Agreement sets forth all the covenants,
\npromises, agreements, warranties, representations, conditions and understandings
\nbetween the Parties hereto with regard to the subject matter discussed herein
\nand supersedes and terminates all prior agreements and understanding between the
\nParties with regard to the subject matter discussed herein. There are no
\ncovenants, promises, agreements, warranties, representations conditions or
\nunderstandings, either oral or written, between the Parties with regard to the
\nsubject matter discussed herein other than as set forth in this Agreement;
\nprovided that the Parties agree that the Kirin\/Dendreon Term Sheet provides
\nterms for a collaboration program, to be set forth in a Research and License
\nAgreement to be negotiated and executed by the Parties consistent with such
\nterms, for joint development and commercialization in the Joint Territory, to be
\nset forth in a Commercialization Agreement to be negotiated and executed by the
\nParties consistent with such terms, and for the manufacture and supply of
\nproducts, to be set forth in a Manufacturing and Supply Agreement to be
\nnegotiated and executed by the Parties consistent with such terms. <\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
38<\/p>\n
No subsequent alteration, amendment, change or addition to this Agreement shall
\nbe binding upon the Parties hereto unless reduced to writing and signed by the
\nrespective authorized officers of the Parties.<\/p>\n
13.12 Headings. The Section and Paragraph headings contained herein are
\nfor the purposes of convenience only and are not intended to define or limit the
\ncontents of the Section or Paragraphs to which they apply.<\/p>\n
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
\noriginals by their proper officers as of the date and year first above written.<\/p>\n
DENDREON CORPORATION KIRIN BREWERY CO., LTD.<\/p>\n
\n\n
\nBy: \/s\/ Christopher S. Henney By: \/s\/ Koichiro Aramaki
\n ————————————- ————————————-<\/p>\nTitle: Chief Executive Officer 12\/7\/98 Title: President, Pharm. Div. 12\/10\/98
\n ———————————— ————————————–
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
39<\/p>\n
EXHIBIT A<\/p>\n
DENDREON KNOW-HOW<\/p>\n
Dendreon “Know-How” would also relate to information (clinical protocols, Batch
\nRecord, SOP’s, Release Specifications, minutes from meetings, and other Dendreon
\ndocuments) that was discussed and memorialized at previous Kirin-Dendreon
\nMeetings. Dendreon “Know-How” would include information such as the following:<\/p>\n
[*]<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
1.<\/p>\n
EXHIBIT B<\/p>\n
DENDREON PATENTS<\/p>\n
[ * ]<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
1.<\/p>\n
EXHIBIT C<\/p>\n
KIRIN PATENTS<\/p>\n
None as of the Effective Date.<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
1.<\/p>\n
EXHIBIT D<\/p>\n
TRADEMARK RIGHTS<\/p>\n
1. Kirin Licensed Marks<\/p>\n
The following trademarks are the subject of the foregoing license:<\/p>\n
Word Marks:<\/p>\n
Stylized Marks:<\/p>\n
2. Kirin Trademark Applications<\/p>\n
Mark Application No. Application Date
\n—- ————— —————-<\/p>\n
3. Dendreon Licensed Marks<\/p>\n
The following trademarks are the subject of the foregoing license:<\/p>\n
Word Marks:<\/p>\n
Stylized Marks:<\/p>\n
4. Dendreon Trademark Registrations and Applications<\/p>\n
Mark Registration No. Registration Date
\n—- —————- —————–<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
1.<\/p>\n
5. Forms of Authorized Use of Kirin Trademarks<\/p>\n
6. Forms of Authorized Use of Dendreon Trademarks<\/p>\n
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
\nBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
\nEXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
\nAMENDED.<\/p>\n
2.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9613,9616],"class_list":["post-42152","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42152","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42152"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42152"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42152"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42152"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}