{"id":42485,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-and-collaboration-agreement-maxygen-inc-and-novo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-and-collaboration-agreement-maxygen-inc-and-novo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-and-collaboration-agreement-maxygen-inc-and-novo.html","title":{"rendered":"License and Collaboration Agreement &#8211; Maxygen Inc. and Novo Nordisk A\/S"},"content":{"rendered":"<pre>                      LICENSE AND COLLABORATION AGREEMENT\n\n                         between     MAXYGEN, INC.                             \n                                     3410 Central Expressway                   \n                                     Santa Clara, California 95051, USA        \n                                                                               \n                                     (hereinafter referred to as MAXYGEN)      \n                                                                               \n                         and         NOVO NORDISK A\/S                          \n                                     Novo Alle                                 \n                                     DK-2880 Bagsvaerd                         \n                                     Denmark                                   \n                                                                               \n                                     (hereinafter referred to as NOVO NORDISK)  \n\n     WHEREAS, MAXYGEN has developed and possesses expertise, know-how and\nintellectual property rights within the generic field of in vitro and in vivo\nShuffling (as defined below);\n\n     WHEREAS, NOVO NORDISK has developed and possesses expertise, know-how and\nintellectual property rights within the field of in vitro and in vivo Shuffling\nfor creating and screening genetic diversity for use in development of\nIndustrial Proteins (as defined below);\n\n     WHEREAS, MAXYGEN and NOVO NORDISK are both interested in exchanging such\nexpertise and know-how and granting each other access to use such intellectual\nproperty rights in certain defined fields.\n\n     WHEREAS, NOVO NORDISK and MAXYGEN are both interested in further developing\nsuch expertise, know-how and intellectual property rights by using collaborative\nefforts; and\n\n     WHEREAS, NOVO NORDISK, as part of such collaboration, is willing to fund\ncertain development activities to be carried out at MAXYGEN's premises in\naccordance with the terms described herein.\n\n*    CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN 0MITTED AND THE NON-PUBLIC\n     INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT\n     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.\n\n\n\n\n\n\n\n    \n                                       1\n\n \n     NOW, THEREFORE, MAXYGEN and NOVO NORDISK hereby agree as follows:\n\n1.   DEFINITIONS\n\n     The following definitions shall control the construction of each of the\nfollowing terms wherever they appear in this Agreement:\n\n     The term 'Affiliate' shall mean any corporation or other entity that\ndirectly, or indirectly through one or more intermediaries, controls, is\ncontrolled by, or is under common control with the designated party but only for\nso long as such relationship exists.  For the purposes of this section,\n'Control' shall mean ownership of at least fifty (50) percent (or such lesser\n -------                                                                     \npercent as may be the maximum that may be owned by foreign interests pursuant to\nthe laws of the country of incorporation) of the shares of stock entitled to\nvote for directors in the case of a corporation and at least fifty (50) percent\n(or such lesser percent as may be the maximum that may be owned by foreign\ninterests pursuant to the laws of the country of domicile) of the interests in\nprofits in the case of a business entity other than a corporation.\n\n     The term 'Agreement' shall mean this present License and Collaboration\nAgreement.\n\n     The term 'Assay Technology' shall mean methods wherein genetic diversity\ngenerated by Shuffling is selected or screened to identify the subset of genetic\nvariants for inclusion in a subsequent application of Shuffling or to identify\nthe desired product.\n\n     The term 'Development Program' shall mean research and development\nactivities within the areas outlined in Exhibit A attached hereto, as\n                                        ---------                    \nsupplemented or amended from time to time according to mutual written agreement\nbetween the Parties. Cf.  Also Section 8.1.\n\n     The term 'Effective Date' shall mean the date of the last signature hereto.\n   \n     The term 'Industrial Protein Expression Pathway' shall mean any evolvable\nprocess within a cell that leads to increased expression of the desired form of\nan Industrial Protein, including, but not limited to evolution of enzymes and\ncompounds that modify or transport proteins per se, creation of improved\nprocesses of cellular DNA uptake, evolution of stable, replicating genetic\nelements such as plasmids, as well as cellular processes or substances that are\ngenetically encoded but not enzymatic, for example, lipid compositions of a cell\nmembrane that affect expression of the desired form of the Industrial Protein.\n    \n                                       2\n\n \n     The term 'Industrial Protein' shall mean [*******] for production, sale\nand\/or use in the NOVO NORDISK Field or, upon being activated in accordance with\nSection 7.3 hereof, a NOVO NORDISK Preferred Area.\n\n     The term 'In Vitro Shuffling' shall mean Shuffling where the gene\nrecombination event occurs outside of a cell, but shall not include any Assay\nTechnology.\n\n     The term 'In Vivo Shuffling' shall mean Shuffling where the gene\nrecombination event occurs inside of a cell, but shall not include any Assay\nTechnology.\n\n     The term 'Jointly Owned Patents' shall mean any patent applications and\/or\npatents based on inventions made in the course of the Development Program,\nincluding any reissued patents, reexamined patents, divisions, renewals,\ncontinuations and continuations-in-part, substitutions, extensions or foreign\ncounterparts thereof.\n\n     The term 'Licensed Product' shall mean any Industrial Protein (i) derived\nby Shuffling or (ii) expressed, made or produced by the use of a vector,\norganism or other material that has been improved by Shuffling, regardless of\nwhether such Industrial Protein is Shuffled, in either case in respect of which\nthe developing, making, having made, using or selling is covered by a Valid\nClaim in the relevant country and\/or which is developed and\/or manufactured\nthrough the use of MAXYGEN Know-How and including, but not limited to, any\nIndustrial Protein developed or manufactured by application or use of an\nIndustrial Protein or such improved vector, organism or other material for such\npurpose.\n\n     The term 'MAXYGEN Break-through Invention' shall mean any invention made by\nMAXYGEN during the term of this Agreement but outside the scope and activities\nof the Development Program which fulfills the following criteria:\n\n     (a) The MAXYGEN Break-through Invention shall be an invention that is the\n         result of [*******].\n\n     (b) The MAXYGEN Break-through Invention shall be patented or patentable.\n\n     The term 'MAXYGEN Future Patents' shall mean any patent applications filed\nby or on behalf of MAXYGEN on or after the Effective Date and any patents issued\nthereon, provided the inventions covered by such patents and\/or patent\napplications have been made by MAXYGEN before the expiry or termination of the\nDevelopment Program but outside the scope of the Development Program and,\nfurthermore, provided such inventions consist of Shuffling methods and are\napplicable within the NOVO NORDISK Field and, finally, provided such patent\napplications would have been included in Exhibit C by virtue of their comprising\nShuffling technology had they been filed prior to the Effective Date.\n\n                                       3\n\n \n     The term 'MAXYGEN Field'  shall mean all applications or uses of Shuffling\nwhich fall outside the NOVO NORDISK Field.  Thus, the MAXYGEN Field shall\ninclude, but not be limited to, [*******], excluding, however, the NOVO NORDISK\nField and existing specific projects of NOVO NORDISK as specified in Exhibit B.\n                                                                     --------- \n\n     The term 'MAXYGEN Know-How' shall mean any proprietary and confidential\nknow-how, other than MAXYGEN Patents, MAXYGEN Future Patents, Jointly Owned\nPatents, and MAXYGEN Breakthrough Inventions controlled by MAXYGEN on or after\nthe Effective Date, including technical data, experimental results,\nspecifications, techniques, methods, technology, processes, recipes and written\nmaterials, all of which shall be related exclusively to Shuffling.  For the\npurposes of this definition, the term 'controlled' shall mean owned and\/or\nhaving the ability to grant licenses or sublicenses to and\/or disclose MAXYGEN\nKnow-How without violating the terms of any bona fide agreement under which\nMAXYGEN may have acquired such rights.\n\n     The term 'MAXYGEN Patents' shall mean the patents and patent applications\nlisted in Exhibit C attached hereto or referred to in Section 2.4 hereof and any\n          ---------                                                             \npatents issued on any such patent applications and including any reissued\npatents, re-examined patents, divisions, renewals, continuations and\ncontinuations in part, substitutions, extensions or foreign counterparts\nthereof.\n\n     The term 'Metabolic Pathways' shall mean a process using cells or cell\nlysates from a single organism that utilizes [*******] except for the use in\nIndustrial Protein expression in the NOVO NORDISK Field.\n\n     The term 'Minimum Royalty Level' shall have the meaning set forth in\nSection 3.5.\n\n     The term 'Net Proceeds of Sales' shall mean NOVO NORDISK's and its\nAffiliates' and sublicensees' (other than agents, distributors, toll\nmanufacturers, customers and other end users that are not Affiliates of NOVO\nNORDISK) gross receipts from sales of Licensed Products when invoiced to a third\nparty, less the following deductions actually allowed and taken by such third\nparties and not otherwise received by or reimbursed to NOVO NORDISK or its\nAffiliates or sublicensees:\n\n     (a) trade, cash and\/or quantity discounts allowed, if any;\n\n     (b) refunds, rebates or allowances which effectively reduce the selling\n         price;\n\n     (c) actual returns and allowances;\n\n     (d) credits, if any, to customers on account of retroactive price\n         reductions;\n\n     (e) value added taxes and sales taxes;\n\n                                       4\n\n \n     (f) duties;\n\n     (g) freight, insurance and other transportation charges to the extent added\n         to the sales price and set forth separately as such on the total amount\n         invoiced; and\n\n     (h) bad debt.\n\n     Sales of Licensed Products between NOVO NORDISK and its Affiliates or\nbetween two or more of NOVO NORDISK's Affiliates shall not be considered\nincluded within Net Proceeds of Sales.\n\n     The term 'NOVO NORDISK Field' shall mean the use of Shuffling for the\ndevelopment, production and\/or sale of Industrial Proteins in the areas\ndescribed in Exhibit D attached hereto and, upon its activation in accordance\n             ---------                                                       \nwith the provisions of Section 7.3 hereto each Preferred Area, excluding,\nhowever, such use for the purpose of [*******] and excluding existing specific\nprojects of MAXYGEN as specified in Exhibit E.  The NOVO NORDISK Field shall not\ninclude the cure, treatment, mitigation, prevention or diagnosis of human or \nanimal diseases, except as set forth in Section 2.2 below.\n\n     The term 'NOVO NORDISK Future Patents' shall mean any patent applications\nfiled on or after the Effective Date solely by or on behalf of NOVO NORDISK's\nEnzyme Business (as organized and operated as a separate division according to\nobjective and bona fide criteria) and any patents issued thereon, provided the\ninventions covered by such patents and\/or patent applications have been made by\nNOVO NORDISK before expiry or termination of the Development Program but outside\nthe scope of the Development Program and, furthermore, provided such inventions\nconsist of Shuffling methods and, finally, provided such patent applications\nwould have been included in Exhibit F by virtue of their comprising Shuffling\ntechnology had they been filed prior to the Effective Date.\n\n     The term 'NOVO NORDISK Patents' shall mean the patents and patent\napplications listed in Exhibit F attached hereto and any patents issued on any\n                       ---------                                              \nsuch patent applications, including any reissued patents, re-examined patents,\ndivisions, renewals, continuations and continuations-in-part, substitutions,\nextensions or foreign counterparts thereof.\n\n     The term 'NOVO NORDISK Preferred Areas' shall mean the fields of\napplication of Industrial Proteins described in Exhibit G attached hereto and\n                                                ---------                    \nany other fields of interest selected by NOVO NORDISK in accordance with the\nprocedures set forth in Section 7 below. The NOVO NORDISK Preferred Areas shall\nnot include the cure, treatment, mitigation, prevention, or diagnosis of human\nor animal diseases.\n\n                                       5\n\n \n     The term 'Party' shall mean either MAXYGEN or NOVO NORDISK, as appropriate,\nwhereas the term 'Parties' shall mean MAXYGEN and NOVO NORDISK jointly.\n\n     The term 'Shuffling' shall mean new methods (as of 17 February 1994) for\nrecombination of genetic material for creation and screening of genetic\ndiversity, comprising methods included in or similar to those described in\nExhibits C and F. Shuffling may be either in vivo or in vitro, but does not\ninclude any Assay Technology. [*******]\n\n     The term 'Valid Claim' shall mean a claim of an issued and unexpired patent\nin the relevant country within the MAXYGEN Patents, the Jointly Owned Patents,\nthe MAXYGEN Future Patents and\/or the MAXYGEN Breakthrough Inventions that has\nnot been held unenforceable, unpatentable or invalid by a court or other\ngovernmental agency of competent jurisdiction or that has not been admitted to\nbe invalid or unenforceable through reissue, disclaimer or otherwise.\n\n     The term 'Working Group' shall mean the collaborative body consisting of\nrepresentatives from both Parties, the tasks and working procedures of which\nhave been further outlined in Section 8.4 below.\n\n2.   EXCHANGE OF LICENSES\n\n     2.1  Grant of Licenses from MAXYGEN to NOVO NORDISK.  MAXYGEN hereby grants\n          ---------------------------------------------- \nto NOVO NORDISK a worldwide, royalty-bearing (in accordance with\nbelow), exclusive, irrevocable (except as otherwise stated in Section 9) and\nsublicensable right and license to practice the MAXYGEN Patents, the MAXYGEN\nKnow-How, the MAXYGEN Future Patents, the Jointly Owned Patents and the MAXYGEN\nBreak-through Inventions to make, have made, use, promote, market distribute and\nsell Licensed Products within the NOVO NORDISK Field and any NOVO NORDISK\nPreferred Areas which may be activated in accordance with Section 7 hereof.\n\n     2.2  Grant of Licenses from NOVO NORDISK to MAXYGEN.  NOVO NORDISK hereby\n          ----------------------------------------------                        \ngrants to MAXYGEN a worldwide, royalty-free, irrevocable (except as otherwise\nstated in Section 9) and sublicensable right and license to practice, within the\nMAXYGEN Field, the NOVO NORDISK Patents, NOVO NORDISK Future Patents and the\nJointly Owned Patents and any improvements by NOVO NORDISK of the MAXYGEN Know-\nHow to develop, make, have made, use, promote, market, distribute and sell\nproducts. Said license shall be exclusive except as otherwise stated in Exhibits\nF and H and except for use of NOVO NORDISK Patents and NOVO NORDISK Future \nPatents for the cure, treatment, mitigation, prevention or diagnosis of human or\nanimal diseases, with respect to which this license shall be co-exclusive with\nNOVO NORDISK. MAXYGEN's right to sublicense hereunder shall not include\nsublicensing to third parties which, at the time of granting the sublicense,\nhave industrial enzymes as their primary business; in the event that MAXYGEN\nshould sublicense its\n\n                                       6\n\n \nrights hereunder to any third party which, to the best of MAXYGEN's knowledge,\nhas any activities within the industrial enzymes field, MAXYGEN shall\nimmediately inform NOVO NORDISK of the fact that such sublicense has been\ngranted without necessarily disclosing the field and terms of such sublicense.\nNothing herein shall prevent NOVO NORDISK from scientific or commercial\nexploitation either by itself or through third parties (such as, but not limited\nto, toll manufacturers, agents or distributors) of the NOVO NORDISK Patents and\nthe NOVO NORDISK Future Patents for the cure, treatment, mitigation, prevention,\nor diagnosis of human or animal diseases.\n\n     2.3  Undisclosed MAXYGEN Patents as of the Effective Date.  Any and all\n          ----------------------------------------------------                \npatents or patent applications belonging to MAXYGEN as of the Effective Date and\nrelevant for use within the NOVO NORDISK Field or NOVO NORDISK Preferred Areas\nwhich have not been disclosed, fully or in part, by MAXYGEN to NOVO NORDISK as\nof the Effective Date shall be fully disclosed by MAXYGEN no later than fifteen\n(15) days after the Effective Date and automatically be considered part of the\nMAXYGEN Patents.\n\n     2.4  Undisclosed NOVO NORDISK Patents as of the Effective Date.  NOVO\n          ---------------------------------------------------------         \nNORDISK shall use diligent efforts within 60 (sixty) days from the Effective\nDate to disclose to MAXYGEN as soon as practicable any and all patents or patent\napplications belonging to NOVO NORDISK and relating to Shuffling as of the\nEffective Date and relevant for use within the MAXYGEN Field which have not been\ndisclosed, fully or in part, by NOVO NORDISK to MAXYGEN as of the Effective Date\neach of which shall automatically be considered part of the NOVO NORDISK\nPatents.\n\n3.   ROYALTIES\n\n     3.1  Royalty Rates. The following royalty rates shall apply and be payable\n          ------------- \nby NOVO NORDISK with regard to NOVO NORDISK's and its Affiliates' sales of\nLicensed Products:\n\n                                                             Royalty Rate     \n                          Technology Applied by              calculated on Net\n                               NOVO NORDISK                  Proceeds of Sales \n                 ------------------------------------------  -----------------\n \n                 MAXYGEN Patents:                                [*******]\n\n                 MAXYGEN Know-How (subject to                    \n                 fulfillment of the conditions outlined in        \n                 Section 3.2 hereof):                            [*******]\n\n                 MAXYGEN Future Patents:                         [*******]\n\n                 Jointly Owned Patents:                          [*******]\n\n                                       7\n\n \n                 MAXYGEN Break-through Inventions:               [*******]\n\n     3.2    Royalties in Respect of MAXYGEN Know-How.  NOVO NORDISK's payment of\n            ----------------------------------------   \n royalties in respect of MAXYGEN Know-How on Net Proceeds of Sales of products\n not covered by a Valid Claim shall be subject to the following:\n\n     (a)  To the extent that NOVO NORDISK can document by competent evidence\n          that any third party is relying on [*******] in its development and\/or\n          manufacturing of a product which is sold, in an amount equal to at\n          least [*******] percent of the sales by NOVO NORDISK in the relevant\n          country, in competition, either directly or indirectly, with an\n          Industrial Protein sold in such country by NOVO NORDISK, NOVO NORDISK\n          shall be relieved from paying royalties on Net Proceeds of Sales in \n          such country of the relevant Industrial Protein based solely on \n          MAXYGEN Know-How.\n\n     (b)  The MAXYGEN Know-How used by NOVO NORDISK must relate to [*******]. It\n          is understood that royalties shall, nonetheless, become due at a rate\n          of [*******] per cent of Net Proceeds of Sales in respect of sales in\n          the USA of Licensed Products based on NOVO NORDISK's use of MAXYGEN\n          Know-How related to [*******], provided such use has taken place in\n          the period lasting from the Effective Date to the date of the first\n          publication of the MAXYGEN Know-How in question and furthermore\n          provided that [*******].\n\n     3.3    Notwithstanding Section 3.2, to the extent that NOVO NORDISK can\ndocument by competent written evidence that it had developed, prior to the\nearlier of the disclosure of information by MAXYGEN to NOVO NORDISK pursuant to\nthe Secrecy Agreement between the Parties dated March 7, 1997, or the Effective\nDate, know-how or technology which is substantially similar to the MAXYGEN know-\nhow in question, no royalties shall be payable by NOVO NORDISK on the basis \nsolely of such MAXYGEN Know-How unless other MAXYGEN Know-How that has not been\nso developed by NOVO NORDISK is also utilized to develop, make, have made, use,\npromote, market, distribute or sell Licensed Products.\n\n     3.4    Only One Royalty Payable.   The above royalty rates shall not be\n            ------------------------\napplied cumulatively.  Thus, only one royalty shall be paid in respect of each\nsale of any Licensed Product by NOVO NORDISK or its Affiliates, namely the\nhighest applicable rate.\n\n     3.5    Minimum Royalty.\n            --------------- \n\n     (a)  If the royalties otherwise payable hereunder by NOVO NORDISK in any\n          year beginning with the fourth year from the Effective Date are less\n          than the Minimum Royalty Levels set forth below, NOVO NORDISK shall\n          pay to MAXYGEN [*******] percent of the difference between the Minimum\n          Royalty Level for such year as stated below and the total royalties\n          otherwise\n\n                                       8\n\n \n          payable hereunder including, but not limited to, royalties\n          attributable to MAXYGEN Know-How:\n\n                    Year     Minimum Royalty Level\n                    -----    ---------------------\n\n                  [*******]        [*******]\n\n                  [*******]        [*******]\n\n                  [*******]        [*******]\n\n     (b)  An accumulated Minimum Royalty Level covering all NOVO NORDISK\n          Preferred Areas that have been activated shall be set, as to amount\n          and date of application as agreed to by the Parties, upon the\n          activation by NOVO NORDISK of each NOVO NORDISK Preferred Area.\n\n     (c)  If NOVO NORDISK does not timely pay to MAXYGEN the stated Minimum\n          Royalty Level under either subparagraph (a) or subparagraph (b) above\n          by the end of sixty (60) days after the end of the applicable year,\n          the licenses granted to NOVO NORDISK by MAXYGEN shall [*******] within\n          the NOVO NORDISK Field and\/or the NOVO NORDISK Preferred Areas, as\n          appropriate. In the event that MAXYGEN, after the possible [*******]\n          of NOVO NORDISK's license [*******] should grant a license to a third\n          party such license shall be granted on terms which, taken as a whole,\n          are not more favorable to such third party than the terms applying to\n          NOVO NORDISK's [*******] license.\n\n4.   PAYMENT OF AND ACCOUNTING FOR ROYALTIES\n\n     4.1  Keeping of Records.\n          ------------------ \n\n     NOVO NORDISK shall keep, and impose on its Affiliates to keep, complete and\ncorrect records of Net Proceeds of Sales of Licensed Products for a period of\nnot less than three (3) years after the making of a royalty payment under this\nAgreement.\n\n     4.2  Payment Term.  All royalty payments under this Agreement shall become\n          ------------                                                         \ndue and payable  sixty (60) days after the last day of the calendar quarter in\nwhich the corresponding sales of Licensed Products were made.  Payment shall be\naccompanied by a report on a country-by-country basis, showing the Net Sales in\neach segment of the Field as listed on Exhibit D used in the computation of the\nroyalties payable.  Any Minimum Royalty shall become due and payable sixty (60)\ndays after the end of the applicable year.\n\n     4.3  Currency and Exchange Rate.  NOVO NORDISK shall make all payments to\n          --------------------------                                           \nMAXYGEN under this Agreement in U.S. Dollars and to a bank account to be\n\n                                       9\n\n \ndesignated by MAXYGEN. Net Proceeds of Sales shall be calculated on the basis of\nthe rates of exchange as quoted by the Wall Street Journal (U.S.A. Edition) on\nthe last business day of the calendar quarter in which the corresponding sales\nof Licensed Products were made.\n\n     4.4  Auditor Statements.  Upon MAXYGEN's request NOVO NORDISK shall provide\n          ------------------\nMAXYGEN with a statement from NOVO NORDISK's external auditors certifying the\ncorrectness of NOVO NORDISK's royalty payments made hereunder. The statement\nshall be provided at MAXYGEN's request and expense and no more than once in any\ngiven calendar year.\n\n     4.5  Audit of NOVO NORDISK's Records.   NOVO NORDISK shall allow MAXYGEN to\n          -------------------------------                                       \nappoint a firm of independent certified public accountants to whom NOVO NORDISK\nhas no reasonable objection.  NOVO NORDISK shall give such accountant access,\nduring ordinary business hours and subject to a reasonable advance notice, to\nsuch records of NOVO NORDISK as are necessary to verify the accuracy of any\nroyalty payments made or payable under this Agreement. Such access shall be\ngranted no more than once in a calendar year, at MAXYGEN's request and expense.\nThe independent certified public accountants shall be under a confidentiality\nobligation to NOVO NORDISK to disclose to MAXYGEN in its report only the amount\nand accuracy of royalty payments made or payable under this Agreement.  In the\nevent it is determined that the records of NOVO NORDISK indicate that the amount\nof royalties payable under this Agreement is more than that actually paid to\nMAXYGEN, NOVO NORDISK shall pay such difference to MAXYGEN within thirty (30)\ndays of such accountant's report, and if that difference is greater than\n[*******] percent [*******] of the amounts actually paid then the costs and\nexpenses of said independent certified public accountant shall be borne by NOVO\nNORDISK.\n\n5.   WARRANTIES\n\n     5.1  MAXYGEN represents and warrants to NOVO NORDISK that:\n\n          (a)  it has the right to grant to NOVO NORDISK the license granted\n               under Section 2.1 hereof and that said license does not conflict\n               with or violate the terms of any agreement between MAXYGEN and\n               any third party.\n\n          (b)  it has duly informed NOVO NORDISK, prior to the Effective Date,\n               of administrative or judicial proceedings, if any, contesting the\n               inventorship, ownership, validity or enforceability of any\n               element of the MAXYGEN Patents.\n\n                                       10\n\n \n          (c)  it has not as of the Effective Date and it will not in the future\n               license the MAXYGEN Know-How to any legal entity competing with\n               NOVO NORDISK in the NOVO NORDISK Field or the NOVO NORDISK\n               Preferred Areas for use in such Field or Areas so long as NOVO\n               NORDISK retains rights therein pursuant to this Agreement.\n\n          (d)  is unaware of any present patents or patent applications relating\n               to Shuffling of third parties, domestic or foreign, which would\n               be infringed by NOVO NORDISK in exercising its rights granted\n               under Section 2.1.\n\n     5.2  Warranties of NOVO NORDISK.\n          -------------------------- \n\n          (a)  it has the right to grant to MAXYGEN the license granted under\n               Section 2.2 hereof and that said license does not conflict with\n               or violate the terms of any agreement between NOVO NORDISK and\n               any third party.\n\n          (b)  it has duly informed MAXYGEN, prior to the Effective Date, of\n               administrative or judicial proceedings, if any, contesting the\n               inventorship, ownership, validity or enforceability of any\n               element of the NOVO NORDISK Patents.\n\n          (c)  is unaware of any present patents or patent applications relating\n               to Shuffling of third parties, domestic or foreign, that would be\n               infringed by MAXYGEN in exercising its rights granted under\n               Section 2.2.\n\n6.   PATENT PROSECUTION\n\n     6.1  Procedures.  For all patent families licensed hereunder, the licensor\n          ----------\nshall inform about and, to the extent reasonably practicable as specified below,\ngive the licensee a reasonable opportunity to discuss and influence major\nprosecution events. The licensor shall nonetheless have the final decision as to\nany such matter unless the Working Group shall otherwise decide.\n\n     Such major prosecution events shall include official communications with\nthe examining division at European Patent Office and United States' Patent &amp; Trademark Office in the form of patent applications, including divisional\napplications, reissue applications, continuations and continuations in part,\nrequests for examination, including reexamination, written opinions, amended\nclaims, final rejections and notices of allowance.\n\n     MAXYGEN and NOVO NORDISK shall each be responsible to utilize commercially\nreasonable efforts to file, prosecute and maintain, at its expense, all patents\nand patent applications included in their respective patent listings.\n\n                                       11\n\n \n     The licensor shall use reasonably diligent efforts to provide to licensee\nsuch communication from the licensor to the examining division no later than two\n(2) weeks prior to the official communication.\n\n     The licensor shall use reasonably diligent efforts to disclose to the\nlicensee within two (2) weeks from its receipt such communications from the\nexamining division.\n\n     The licensee shall have the right to enforce, at its own expense, licensed\npatent rights licensed to it within its field, i.e., the NOVO NORDISK Field or\nthe MAXYGEN Field, as appropriate. The licensee must inform the licensor of such\nintention no later than three (3) months prior to initiation of such action. The\nlicensor must by written notice, within four (4) weeks from the date of receipt\nof such information, decide to approve of such action or to delay it by up to a\nfurther four (4) weeks' period. The licensor's comments and suggestions, if any,\nin relation to the intended action shall be duly considered by the licensee. If\nthe licensee does not bring any such suit, the licensor shall have the right to\nenforce, at its own expense, the said licensed patent rights. In any event the\nParties shall assist each other and cooperate in any such litigation. If NOVO\nNORDISK shall institute any such enforcement with respect to uses of Shuffling\nto which MAXYGEN would be entitled to royalties if NOVO NORDISK was so utilizing\nShuffling, MAXYGEN shall be entitled to twenty-five (25) percent of any cash\nrecovery by NOVO NORDISK after NOVO NORDISK has first recovered its reasonable\ncosts of enforcement. If MAXYGEN shall institute any such enforcement with\nrespect to uses of Shuffling in the NOVO NORDISK Field, NOVO NORDISK shall be\nentitled to twenty-five (25) percent of any cash recovery by MAXYGEN after\nMAXYGEN has first recovered its reasonable costs of enforcement.\n\n     Notwithstanding anything to the contrary herein, NOVO NORDISK shall be\nfully entitled, at its own cost to enforce its patents within the field of cure,\ntreatment, mitigation, prevention or diagnosis of human or animal diseases.\n\n     The Parties shall keep one another informed of the status of and of their\nrespective activities regarding any litigation or settlement thereof concerning\nthe foregoing.\n\n     Neither Party shall make any settlement of any litigation or claim which\nwill result in the grant to any third party of any rights that will diminish the\nother Party's rights granted hereunder.\n\n     NOTWITHSTANDING THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATION OR\nWARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED\nWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PATENT\nRIGHTS OR KNOW-HOW.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL\nDAMAGES OF ANY KIND.\n\n                                       12\n\n \n     6.2  Invalidity or Unenforceability.  In the event of any part of the\n          ------------------------------                                    \nNOVO NORDISK Patents, the NOVO NORDISK Future Patents and\/or the Jointly Owned\nPatents being declared invalid or unenforceable in a final judgment or\nadministrative decision, MAXYGEN shall not be entitled to terminate this\nAgreement.\n\n     In the event of any part of the MAXYGEN Patents, the MAXYGEN Future\nPatents, the Jointly Owned Patents and\/or any patent(s) included in the MAXYGEN\nBreakthrough Inventions being declared invalid or unenforceable in a final\njudgment or administrative decision, NOVO NORDISK shall not be entitled to\nterminate this Agreement.  NOVO NORDISK shall no longer have any obligation to \npay royalties on Net Proceeds of Sales of a product to  MAXYGEN after final\njudgment or administrative decision that determines that there is no material\nValid Claim included in any MAXYGEN Patent or MAXYGEN Future Patent that covers\nthe product, on a country-by-country basis, and MAXYGEN Know-How has not been\nused to develop or manufacture such Licensed Product.  Moreover, NOVO NORDISK\nshall be entitled to [*******] provided that NOVO NORDISK shall not be entitled\nduring any [*******] to [*******] an amount higher than [*******] and,\nfurthermore provided that NOVO NORDISK shall not be entitled to make any\n[*******] unless it has been met with competition which has reached a level\ncorresponding to at least [*******] of NOVO NORDISK's own sales of the same\nIndustrial Protein in the country in question.\n\n7.   NOVO NORDISK PREFERRED AREAS\n\n     7.1  Already Defined NOVO NORDISK Preferred Areas.\n          -------------------------------------------- \n\n     The fields of application and production for Industrial Proteins described\nin Exhibit F hereof shall be considered to be included in the NOVO NORDISK\n   ---------                                                              \nPreferred Areas, until otherwise determined by NOVO NORDISK as per Section 7.2\nbelow.\n\n     7.2  Procedures for Selection of New NOVO NORDISK Preferred Areas.\n          ------------------------------------------------------------  \nAltogether, NOVO NORDISK shall be entitled, at any time, to reserve up to\n[*******] NOVO NORDISK Preferred Areas as fields of potential interest for NOVO\nNORDISK to which to expand the license granted under Section 2.1 above as set\nforth in Exhibit F.  Notwithstanding anything to the contrary herein, NOVO\nNORDISK shall be entitled to replace any selected NOVO NORDISK Preferred Areas\nwith a different Preferred Area insofar as such replacement would not be\nobstructed by MAXYGEN's bona fide obligations vis-a-vis third parties entered\ninto in the meantime or developments made by or on behalf of MAXYGEN.\n\n     7.3  Procedures for Activation of NOVO NORDISK Preferred Areas.    NOVO\n          ---------------------------------------------------------         \nNORDISK shall activate its right to a Preferred Area by giving notice to MAXYGEN\nin accordance with Section 17 hereof, in which event the Parties shall enter\ninto a license to be governed by the basic licensing terms contained herein and\nterminating upon termination or expiration of the basic license grant hereunder\n(Sections 2 through 7 and \n\n                                       13\n\n \n9), it being understood, however, that the royalty rates and level of Annual\nMaintenance Fee and a work plan therefor shall be negotiated in good faith on a\ncase-by-case basis. Unless MAXYGEN's technology in question qualifies as MAXYGEN\nBreak-through Inventions, the royalty rate payable by NOVO NORDISK to MAXYGEN\nshall in no event exceed [*******] percent and shall in no event be lower than\n[*******] percent.\n\n     7.4  Notwithstanding the foregoing:\n\n          (a) if MAXYGEN should receive a bona fide offer initiated by a third\n              party with respect to such Preferred Area, it shall have the right\n              so to inform NOVO NORDISK and provide to NOVO NORDISK a right of\n              first negotiation with respect to such Area on terms at least as \n              favorable  to NOVO NORDISK as those to be proposed to the third \n              party or that would be reasonable and in the spirit of this \n              Agreement if MAXYGEN has determined to commit its own resources.\n              If NOVO NORDISK does not accept such terms within forty-five (45)\n              days, MAXYGEN shall be free to enter into such agreement with the\n              third party.\n\n          (b) If MAXYGEN should determine to commit its own resources to a\n              Preferred Area, it shall be required first to offer to NOVO\n              NORDISK the opportunity for sixty (60) days to activate the\n              Preferred Area in question in accordance with Section 7.3 above.\n              If NOVO NORDISK does not elect to activate such Preferred Area on\n              its own behalf, MAXYGEN shall be free to proceed with developments\n              in such Preferred Area on its own behalf.\n\n8.   DEVELOPMENT COLLABORATION\n\n     8.1  Scope of Development Collaboration.  The Parties hereby undertake to\n          ----------------------------------\njointly carry out a scientific development cooperation in accordance with the\nDevelopment Program with the purpose of improving the protection of the\ntechnology and the exclusive position status provided by the MAXYGEN Patents and\nthe NOVO NORDISK Patents, both within the MAXYGEN Field and the NOVO NORDISK\nField. The more detailed description of activities together with a time schedule\nshall be agreed in writing between the Parties no later than sixty (60) days\nafter the Effective Date. The development work itself shall commence no later\nthan 1 January 1998.\n\n     8.2  Exchange of Information and Results.  Each of MAXYGEN and NOVO\n          -----------------------------------                             \nNORDISK shall, free of separate charge, fully and promptly disclose to each\nother all inventions that pertain to Shuffling, whether or not patentable, made\nby it or on its behalf in the course of the Development Program. Furthermore,\neach Party shall disclose to the other Party any know-how, data, technology,\nmethods or other information in its possession which could facilitate the other\nParty's performance of its specific tasks under the Development Program, which\nmay only be used by the other Party to perform its specific tasks under the\nDevelopment Program.\n\n                                       14\n\n \n     8.3  Performance of Obligations.    Each Party shall use its best efforts\n          --------------------------                                          \nto diligently carry out its tasks under the Development Program.\n\n     8.4  Working Group.   A Working Group consisting of three (3) members\n          -------------                                                   \nappointed by MAXYGEN and three (3) members appointed by NOVO NORDISK shall be\nestablished in order to monitor the progress of the cooperation under this\nAgreement including the Development Program.\n\n     Furthermore, the Working Group shall in good faith discuss questions\nrelated, but not limited to:\n\n     .    goals and time frame of the cooperation,\n\n     .    setting of priorities within the scope of the Development Program,\n\n     .    patent issues, e.g., filing, strategy, determination of inventorship,\n          etc.,\n\n     .    possible change to or abandonment of Development Program,\n\n     .    possible conflicts of interest, and\n\n     .    inclusion of any third parties or any intellectual property rights or\n          know-how belonging to third parties in the project.\n\n     During such discussions the Parties shall aim at reaching unanimity.\nHowever, in the absence of such unanimity, the Working Group shall not have any\ndecision powers, but shall refer the matter to the top management of NOVO\nNORDISK and MAXYGEN, respectively, for settlement.\n\n     The Working Group shall meet whenever requested by either Party and\nwhenever deemed relevant by the Working Group. At least one (1) member from each\nside shall participate at each meeting. Furthermore, relevant scientific or\nother staff from either Party may attend. The members of the Working Group shall\ncommunicate to the extent necessary in order to coordinate their efforts and\nshall be responsible for the drafting of detailed minutes and records from each\nmeeting.\n\n     8.5  Funding by NOVO NORDISK.    In consideration of the rights granted to\n          -----------------------                                              \nNOVO NORDISK hereunder, NOVO NORDISK shall, in addition to paying royalties\nunder Section 3 and granting a cross-license under Section 2.2, compensate\nMAXYGEN for MAXYGEN's performance of its tasks under the Development Program.\nUnless modified by mutual agreement in writing, said compensation shall amount\nto an annual amount of [*******] out of which [*******] shall be considered as a\nfixed amount whereas the remaining [*******] shall cover the [*******] MAXYGEN\nscientists \n\n                                       15\n\n \nreferred to below. The annual funding amount shall be paid in advance in\nquarterly installments of [*******] each, the first of which will become due for\npayment on the Effective Date. MAXYGEN undertakes to designate and assign at\nleast [*******] scientists with expertise in Shuffling towards full-time work\nunder the Development Program during the term of such funding by NOVO NORDISK.\n\n     8.6  Ownership of Patents and Technology.   MAXYGEN Patents and MAXYGEN\n     ---  -----------------------------------                               \nKnow-How are and shall continue to be the exclusive property of MAXYGEN, subject\nto the licenses granted hereunder.\n\n     NOVO NORDISK Patents are and shall continue to be the exclusive property of\nNOVO NORDISK, subject to the licenses granted hereunder.\n\n     Jointly Owned Patents shall be considered the joint property of and shall\nbe co-assigned to each of the Parties, the commercial exploitation of which,\nhowever, shall be subject to the licenses, rights and restrictions outlined in\nthis Agreement.\n\n     MAXYGEN Break-through Inventions and MAXYGEN Future Patents, if any made,\nshall become the property of MAXYGEN subject to the licenses granted hereunder.\n\n     NOVO NORDISK Future Patents, if any, shall be the exclusive property of\nNOVO NORDISK subject to the licenses granted hereunder.\n\n     8.7  Filing, Prosecution and Maintenance of Jointly Owned Patents.    The\n          ------------------------------------------------------------        \nParties will mutually agree upon which of them shall be responsible for filing,\nprosecution and maintenance of Jointly Owned Patents.  In case all inventors are\nemployed by the same Party, that Party shall be responsible for filing,\nprosecution and maintenance of such Jointly Owned Patents.  The expenses of such\nfiling, prosecution and maintenance shall be equally shared by the Parties\nunless one of the Parties assigns all of its rights, on a country-by-country\nbasis, to the other Party.\n\n     8.8  Publication of Results.    Neither Party shall be entitled to publish\n          ----------------------                                               \nthe results obtained under the Development Program, without the approval of the\nother Party.\n\n9.   TERM AND TERMINATION\n\n     9.1  Term and Expiry.  This Agreement shall enter into force on the\n          ---------------                                               \nEffective Date and shall expire five (5) years after the Effective Date,\nprovided that NOVO NORDISK may reduce its funding obligation for the Development\nProgram under Section 8 hereof by up to [*******] beginning with the third year\nafter the Effective Date by notice to MAXYGEN not later than twelve (12) months\nprior to the year for which the reduction shall be effective. Unless due to\nbreach of agreement or warranties\n\n                                       16\n\n \nhereunder by the other Party, neither Party may terminate this Agreement with\nrespect to the licenses and options exchanged hereunder. Notwithstanding the\nexpiry of this Agreement, the licenses granted hereunder shall continue in force\nunder the terms and conditions contained herein including the continuing\nobligation to pay royalties on Net Sales of Licensed Products, on a country-by-\ncountry basis, for the life of any patent containing a Valid Claim in the\nrelevant country, provided, however, that NOVO NORDISK shall have no further\nright to activate any NOVO NORDISK Preferred Area that it has not bona fidely\nactivated prior to the expiry, but NOVO NORDISK nonetheless shall have the right\nof first opportunity for a period of ninety (90) days after the expiry if\nMAXYGEN should decide to pursue development or license of such lapsed NOVO\nNORDISK Preferred Area with a third party. In such event, MAXYGEN shall advise\nNOVO NORDISK from time to time of its decision to proceed with a third party and\nthe terms of a proposed agreement with NOVO NORDISK and NOVO NORDISK shall have\nninety (90) days thereafter to advise MAXYGEN whether it desires to accept such\nproposed agreement. Similarly, NOVO NORDISK may propose to MAXYGEN its desire to\nproceed with development of such a lapsed NOVO NORDISK Preferred Area and\nMAXYGEN shall within sixty (60) days thereafter advise NOVO NORDISK of the terms\nof a proposed agreement, and NOVO NORDISK shall have ninety (90) days thereafter\nto advise MAXYGEN whether it desires to accept such proposed agreement. In\neither event if NOVO NORDISK does not accept the agreement proposed by MAXYGEN,\nMAXYGEN shall have six (6) months thereafter to enter into an agreement with a\nthird party on terms and conditions, taken as a whole, that are not materially\nmore favorable to such third party than those proposed to NOVO NORDISK. If\nMAXYGEN is unable to enter into such agreement with a third party by the end of\nsuch six-month period, it shall again offer to NOVO NORDISK the right of first\nopportunity before entering into any such agreement with a third party.\n\n     9.2  Termination Due to Breach of Contract.  If a Party to this Agreement\n          -------------------------------------                               \ncommits a material breach of any provision of this Agreement and fails to remedy\nsuch breach within thirty (30) days after written notice thereof from the other\nParty stating the intent to terminate the Party not in default may, at its\noption, terminate this Agreement by giving fifteen (15) days prior written\nnotice to the Party in default. Said right of termination shall be in addition\nto any remedies for damages and\/or injunctive relief and may be exercised by the\nnon-defaulting Party whilst upholding the licenses granted to that Party under\nSection 2.1 or 2.2, as appropriate, on the relevant licensing terms contained\nherein.\n\n     9.3  Survival of Provisions.\n          ---------------------- \n\n          (a) Expiration or termination of this Agreement shall not terminate\n              the obligation of either Party to make any payments to the other\n              Party that have accrued prior to the date of expiry or\n              termination.\n\n                                       17\n\n \n          (b) The provisions contained in Sections 5, 8.6, 8.7, 9, 11, 13, 19,\n              20 and 21 of this Agreement shall survive its expiry or\n              termination.\n\n10.  FORCE MAJEURE\n\n     Each of the Parties hereto shall be excused from the performance of its\nobligations hereunder and shall not be liable for damages to the other in the\nevent that such performance is prevented by circumstances beyond its effective\ncontrol. Such excuse from performance shall continue for as long as the\ncondition responsible for such excuse continues and for a period of thirty (30)\ndays thereafter, provided that if such excuse continues for a period of one\nhundred twenty (120) days, the Party whose performance is not being prevented\nshall be entitled to withdraw from this Agreement. For the purpose of this\nAgreement circumstances beyond the effective control of the Party which excuse\nsaid Party from performance shall include, without limitation, acts of God,\nenactments, regulations or laws of any government, injunctions or judgment of\nany court, war, civil commotion, destruction of facility or materials by fire,\nearthquake, storm or other casualty, labor disturbances and failure of public\nutilities or common carrier.\n\n11.  INDEPENDENT CONTRACTORS\n\n     Nothing in this Agreement is intended or shall be deemed to constitute a\npartnership, agency, employment or joint venture relationship between the\nParties.  All activities by the Parties hereunder shall be performed by the\nParties as independent parties.  Neither Party shall incur any debts or make any\ncommitment for or on behalf of the other Party except to the extent, if at all,\nspecifically provided herein or subsequently agreed upon.\n\n12.  LIMITATION ON ASSIGNMENT\n\n     Except as otherwise expressly provided herein neither this Agreement nor\nany interest or obligation hereunder shall be assignable by either Party without\nthe prior written consent or agreement of the other Party, except in case of\nsale or transfer of substantially all of a Party's business of which this\nAgreement may be a part.\n\n13.  CONFIDENTIALITY\n\n     In consideration of disclosure by either of the Parties to the other Party\nof confidential information in written or oral form or in the form of samples,\nthe recipient and the recipient's Affiliates undertake for a period of ten (10)\nyears from the date of disclosure to treat received information as strictly\nsecret and therefore not to disclose it to any third party (except reliable\nemployees and Affiliates and sublicensees under similar secrecy obligations),\nand to make no commercial use of it except for the purposes of this \n\n                                       18\n\n \nAgreement or except as otherwise specifically provided for herein. This\nobligation does not apply to:\n\n     (a) information which, at the time of disclosure, is already in the public\n         domain;\n\n     (b) information which, after disclosure, becomes a party of the public\n         domain by publication through no violation of this Agreement;\n\n     (c) information which the recipient is able to prove by competent written\n         evidence to have been in possession of prior to any disclosure;\n\n     (d) information which is hereafter lawfully disclosed by a third party to\n         the recipient, which third party did not acquire the information under\n         a still effective obligation of confidentiality to the disclosing\n         Party.\n\nNeither Party shall issue any press release or other public statement concerning\nthe existence or terms of this Agreement or any activities related hereto\nwithout consulting and agreeing with the other Party. However, each Party may\ndisclose this Agreement or any activities related hereto without the other\nParty's approval if such approval has been requested but not received within\nforty-eight (48) hours and such party concludes, after consulting with its legal\nadvisors, that it is required by law to disclose the transaction or part\nthereof.\n\n14.  AMENDMENTS OF AGREEMENT\n\n     This Agreement may be amended or modified or one or more provisions hereof\nwaived only by a written instrument signed by both Parties.\n\n15.  SEVERABILITY\n\n     In the event that any one or more of the provisions of this Agreement\nshould for any reason be held by any court or authority having jurisdiction over\nthis Agreement and the Parties to be invalid, illegal or unenforceable such\nprovisions shall be deleted in such jurisdiction; elsewhere this Agreement shall\nnot be affected.\n\n16.  ARTICLE HEADINGS\n\n     The section headings contained in this Agreement are for convenience only\nand are to be of no force or effect in construing and interpreting this\nAgreement.\n\n17.  NOTICES\n\n     Any notice, report, request, approval, payment, consent or other\ncommunication required or permitted to be given under this Agreement shall be in\nwriting and shall for all \n\n                                       19\n\n \npurposes be deemed to be fully given and received if delivered in person or sent\nby registered mail, postage prepaid or by facsimile transmission to the\nrespective parties at the following addresses:\n\n\nIf to MAXYGEN:                          MAXYGEN, INC.\n                                        3410 Central Expressway\n                                        Santa Clara, CA 95051 USA\n                             \n                                        Attn: President\n                                        Telefax: 408-481-0385\n                             \n                             \n                             \nwith a copy to:                         Heller Ehrman White &amp; McAuliffe\n                                        525 University Avenue\n                                        Palo Alto, CA 94301\n                                        U.S.A.\n                             \n                                        Attention: Julian N. Stern\n                                        Telefax: 650-324-0638\n                             \n                             \n                             \nIf to NOVO NORDISK:                     NOVO NORDISK A\/S\n                                        Novo Alle\n                                        DK-2880 Bagsvaerd\n                                        Denmark\n                             \n                                        Attn: General Counsel\n                                        Telefax: +45 44 98 06 70\n \n \n \n\n     Either Party may change its address for the purpose of this Agreement by\ngiving the other Party written notice of its new address.\n\n18.  NON-WAIVER FOR FAILURE TO ENFORCE COMPLIANCE\n\n     The express or implied waiver by either Party of a breach of any provision\nof this Agreement shall not constitute a continuing waiver of other breaches of\nthe same or other provisions of this Agreement.\n\n19.  APPLICABLE LAW\n\n     This Agreement shall be construed and interpreted in accordance with the\nlaws of the State of New York.  The English wording of this Agreement shall\nprevail.\n\n                                       20\n\n \n20.  ARBITRATION\n\n     Both Parties will use their best endeavors to settle all matters in dispute\namicably. All disputes and differences of any kind related to this Agreement,\nwhich cannot be solved amicably by the Parties, shall be referred to\narbitration.\n\n     The arbitration court shall consist of three arbitrators.  The arbitration,\nincluding appointment of arbitrators, shall be carried out in accordance with\nthe then valid rules of the American Arbitration Association (excluding any\nconciliation procedures).  The arbitration shall take place in New York City and\nshall be conducted in the English language.  The award of the arbitrators shall\nbe final and binding on both Parties.  The Parties bind themselves to carry out\nthe awards of the arbitrators.\n\n21.  AUTHORITY TO SIGN\n\n     Each person signing below and each Party on whose behalf such person\nexecutes this Agreement warrants that he, she or it as the case may be, has the\nauthority to enter into this Agreement.\n\nDate: 1997-09-17                             Date: 1997-09-17\n\nNOVO NORDISK A\/S                             MAXYGEN, INC.\n\n\nBy:  \/s\/ Soren Carlsen                         By:  \/s\/ Russell Howard\n     ---------------------------                    ---------------------------\n     Soren Carlsen                                  Russell Howard\n     Corporate Vice President                       President\n     Enzyme Research\n\n                                       21\n\n \n                AMENDMENT TO MAXYGEN\/NOVO NORDISK LICENSE AND \n                            COLLABORATION AGREEMENT\n\n     This Amendment is to the License and Collaboration Agreement (The\nAgreement) between Maxygen, Inc. (Maxygen) and Novo Nordisk, A\/S (Novo Nordisk)\ndated September 17, 1997. Novo Nordisk and Maxygen hereby agree to amend and\nclarify the Agreement as is set forth below.\n\nIt is understood and agreed that the Novo Nordisk Field in the Agreement\nincludes without limitation the use of Shuffling to develop, manufacture, sell\nand use Industrial Proteins which are [*******] for those areas defined in\nExhibit D and for the Novo Nordisk Preferred Areas upon their activation. The\nparties further acknowledge that [*******] for use in areas other than those\nareas defined in Exhibit D of the Agreement and for areas other than those to be\nincluded in the Novo Nordisk Preferred Areas upon their activation are not\nincluded in the Novo Nordisk Field.\n\nWith specific regard to [*******] as listed in Exhibit D of the Agreement, the\nNovo Nordisk Field is defined as and is limited to [*******]. The parties\nfurther agree and acknowledge that such Industrial Protein use in the areas of\n[*******] shall be limited to use where the purified or unpurified Industrial\nProtein preparation does not itself constitute a significant part, [*******] of\nthe final [*******]. Thus, by way of clarification of the above, the Novo\nNordisk Field includes without limitation [*******], but excludes [*******].\n\n                                       22\n\n \nThe parties further agree and acknowledge that the Novo Nordisk Field as defined\nin the Agreement includes the use of Shuffling by Novo Nordisk or any research\ncollaborator or any contractor to [*******], provided however that such\n[*******] are used exclusively by Novo Nordisk or any research collaborator or\nany contractor for [*******] within the Novo Nordisk Field and Novo Nordisk\nPreferred Areas upon their activation. By way of clarification, the Novo Nordisk\nField and Novo Nordisk Preferred Areas upon activation include without\nlimitation [*******] as defined in this Amendment and in Exhibit D of the\nAgreement. As a further clarification, the parties acknowledge and agree that\nneither party shall have any a priori rights to [*******] developed by the other\nparty or its collaborators or contractors. The parties further agree and\nacknowledge that the use of Shuffling specifically for development of [*******]\nis not sublicensable by Novo Nordisk to third parties except as is necessary for\na research collaboration with a third party or for contract services provided by\na third party.\n\nThe parties further agree and acknowledge that the development, production, and\nsales of Industrial Proteins for use in [*******] as described in Exhibit D of\nthe Agreement does not include [*******].\n\n                                       23\n\n \nAUTHORITY TO SIGN\n\nEach person signing below and each Party on whose behalf such person executes\nthis Agreement warrants that he, she or it, as the case my be, has the authority\nto enter into this Amendment.\n\nDate: 1998-6-29                                Date: 1998-6-29\n\n\nBy: \/s\/ Soren Carlsen                          By: \/s\/ Russell Howard\n    ----------------------                         -----------------------\n    Soren Carlsen                                  Russell Howard\n    Corporate Vice President                       President\n    Enzyme Research\n \n                                       3\n\n \n                                 Amendment to\n                         Maxygen\/Novo Nordisk License\n                          and Collaboration Agreement\n\nThis Amendment is to the Maxygen\/Novo License and Collaboration Agreement (the\nAgreement) between Maxygen, Inc. and Novo Nordisk A\/S dated September 17, 1997.\nNovo Nordisk and Maxygen agree to amend the Agreement as is set forth below.\nThis Amendment is effective as of the last date signed below.\n\n                                   Exhibit G\n\n                                   [*******]\n\n[Exhibit G identifies the Novo Nordisk Preferred Areas.]\n\n\nEach Person signing below and each Party on whose behalf such person executed\nthis Amendment warrants that he she or it, as the case may be, has the authority\nto enter into this Amendment.\n\nMAXYGEN, INC.                       NOVO NORDISK A\/S\n\nBy: \/s\/ Russell Howard                By: \/s\/ Soren Carlsen\n    ------------------                    -----------------\n    Russell Howard                        Soren Carlsen\n    President and                         Corporate Vice President\n    Chief Executive Officer               Enzyme Research\n\n\nDate:  7\/22\/98                      Date:  7\/29\/98\n\n \n     AMENDMENT TO MAXYGEN\/NOVO NORDISK LICENSE AND COLLABORATION AGREEMENT\n\n     This amendment is to the License and Collaboration Agreement dated\nSeptember 17, 1997 (the License Agreement) between Maxygen, Inc., 515 Galveston\nDrive, Redwood City, CA 94063 (hereinafter referred to as MAXYGEN) and Novo\nNordisk A\/S, Novo Alle, DK-2880 Bagsvaerd, Denmark (hereinafter referred to as\nNOVO NORDISK). This amendment is effective as of the last date signed below.\nMAXYGEN and NOVO NORDISK hereby amend the Agreement as follows:\n\nI)   The following definitions from the Agreement are amended as is set forth\n     below:\n\n     The term 'Industrial Protein' shall mean [*******] for production, sale,\nand\/or use in the Novo Nordisk Field, or upon being activated in accordance with\nSection 7.3 hereof, a Novo Nordisk Preferred Area, but excluding [*******].\n\n     The term 'NOVO NORDISK Field' shall mean the use of Shuffling for the\ndevelopment, production and\/or sale of Industrial Proteins in the areas\ndescribed in Exhibit D attached hereto, and, upon its activation in accordance\nwith the provisions of Section 7.3 hereof, in each Preferred Area, excluding,\nhowever, such use for the purpose of [*******], and excluding existing specific\nprojects of MAXYGEN as specified in Exhibit E. The NOVO NORDISK Field shall not\ninclude the cure, treatment, mitigation, prevention or diagnosis of human or \nanimal diseases, except as set forth in Section 2.2 below.\n\nII)  The following new definitions are added to the Agreement:\n\n     The term 'Metabolic System' shall mean [*******].\n\n     The term 'Circular PCR' shall mean new methods (as of 18 April 1995) for\nDNA amplification reactions performed on overlapping DNA fragment with\ncomplementary hybridizable ends allowing the fragments to anneal in the form of\na circle.\n\n     The term 'MAXYGEN Circular PCR Patents' shall mean the patents and\napplications listed in Exhibit I and any patents issued on any such patent\napplications and including any reissued patents, re-examined patents, divisions,\nrenewals, continuations-in-part, substitutions, extensions or foreign\ncounterparts thereof.\n\n     The term 'Shuffling' shall mean new methods (as of 17 February 1994) for\nrecombination of genetic material for creation and screening of genetic\ndiversity, comprising methods included in or similar to those described in\nExhibits C and F. Shuffling also encompasses the use of Circular PCR methods\nincluded in or similar to\n\n \nthose described in patents and applications listed in Exhibit 1. Shuffling may\nbe either in vivo or in vitro, but does not include any Assay Technology.\n[*******].\n\n     The term 'Shuffled,' when referring to nucleic acid compositions such as\ngenes, shall mean any such compositions which have been obtained by the process\nof Shuffling.\n\n     The term 'Patent Prosecution Activities' shall mean patent filing,\nprosecution and maintenance, including the defense of interferences,\noppositions, and similar proceedings.\n\n     The term 'Chemical' or 'Chemicals' as used in Exhibit D herein shall mean\n[*******] used in the products or processes defined in Exhibit D.\n\nIII) The following sections of the Agreement are amended as is set forth below:\n\n     2.1  Grant of Licenses from MAXYGEN to NOVO NORDISK. MAXYGEN hereby grants\n          ----------------------------------------------                        \nto NOVO NORDISK a worldwide, royalty-bearing (in accordance with Section 3\nbelow), exclusive, irrevocable (except as otherwise stated in Section 9) and\nsublicensable (except for the restrictions set forth in item 13, Exhibit D)\nright and license to practice the MAXYGEN Patents, the MAXYGEN Know-How, the\nMAXYGEN Future Patents, the Jointly Owned Patents and the MAXYGEN Breakthrough\nInventions, to make, have made, use, promote, market, distribute and sell\nLicensed Products within the NOVO NORDISK Field and any NOVO NORDISK Preferred\nAreas which may be activated in accordance with Section 7 hereof. This license\ngrant expressly includes the right to manufacture Licensed Products by [*******]\nfor the purpose of using, promoting, marketing and distributing Licensed\nProducts in the NOVO NORDISK Field.\n\n6.   PATENT PROSECUTION\n\n     6.1  Patent Prosecution.\n          ------------------ \n\n     (a)  MAXYGEN Patents, MAXYGEN Future Patents, NOVO NORDISK Patents, NOVO\n          NORDISK Future Patents, and MAXYGEN Breakthrough Inventions:\n\n     With regard to the MAXYGEN Patents, MAXYGEN Future Patents, MAXYGEN Break-\nthrough Inventions, NOVO NORDISK Patents, and NOVO NORDISK Future Patents, the\nlicensor shall inform about and, to the extent reasonably practicable as\nspecified below, give the licensee a reasonable opportunity to discuss and\ninfluence Patent Prosecution Activities. The licensor shall nonetheless have\nthe final decision as to any such matter unless the Working Group shall decide\notherwise.\n\n     Such major prosecution events shall include official communications with\nthe examining division at the European Patent Office and the United States'\nPatent and Trademark Office in the form of patent applications, including\ndivisional applications,\n\n                                       2\n\n \nreissue applications, continuations and continuations-in part, requests for\nexamination, including reexamination, written opinions, amended claims, final\nrejections, and notices of allowance.\n\n     MAXYGEN and NOVO NORDISK shall each be responsible to utilize commercially\nreasonable efforts to file, prosecute and maintain, at its own expense, all\npatents and patent applications included in the exhibits to this Agreement.\n\n     The licensor shall use reasonably diligent efforts to provide to licensee\nsuch intended communications from the licensor to the examining division no\nlater than two (2) weeks prior to the filing of the actual official\ncommunication.\n\n     The licensor shall use reasonably diligent efforts to disclose to the\nlicensee within two (2) weeks from its receipt such communications from the\nexamining division.\n\n     (b)  Jointly Owned Patents:\n\n     Decisions on filing, prosecution and maintenance of Jointly Owned Patents\nshall be as described in section 8.7 herein. Notwithstanding section 8.7, for\nJointly Owned Patents describing and claiming Shuffled genes encoding Industrial\nProteins, Industrial Proteins encoded by Shuffled genes and uses of such\nIndustrial Proteins, NOVO NORDISK shall be responsible, at its sole expense, for\nPatent Prosecution Activities with respect to inventions made by MAXYGEN or NOVO\nNORDISK or jointly by the Parties in connection with the Development Program.\nHowever, if a Jointly Owned Patent solely claims uses in the MAXYGEN Field of\nsuch Shuffled genes or of proteins encoded by the Shuffled genes, then MAXYGEN\nshall be responsible at its sole expense for such Patent Prosecution Activities.\n\n     With regard to all other Jointly Owned Patents, responsibility for Patent\nProsecution Activities shall be as described in section 8.7.\n\n     6.2  Enforcement.\n          ----------- \n\n     (a)  MAXYGEN Patents, MAXYGEN Future Patents, MAXYGEN Breakthrough\n          Inventions, NOVO NORDISK Patents, and NOVO NORDISK Future\n          Patents:\n\n     In the event that any MAXYGEN Patent, MAXYGEN Future Patent, MAXYGEN\nBreakthrough Invention, NOVO NORDISK Patent, or NOVO\/NORDISK Future Patent may\nbe infringed or misappropriated by a third party in any country or is subject to\na declaratory judgment action arising from such infringement or misappropriation\nin such country, or is the subject of an interference, re-examination, reissue\nor opposition\n\n                                       3\n\n \nproceeding, the Party becoming aware thereof shall promptly notify the other\nParty thereof.\n\n     NOVO NORDISK retains all rights for enforcement of the NOVO NORDISK\nPatents, and\/or NOVO NORDISK Future Patents within the NOVO NORDISK Field.\nSimilarly, MAXYGEN retains all rights for enforcement of the MAXYGEN Patents,\nMAXYGEN Future Patents, and MAXYGEN Breakthrough Inventions within the MAXYGEN\nField.\n\n     The licensee shall have the right to enforce, at its own expense, licensed\npatents within its field, i.e. the MAXYGEN Field or the NOVO NORDISK Field, as\nappropriate, subject to the following provisions:\n\n     In cases where there is a reasonable suspicion of a commercially\nsignificant infringement in the licensed field, the licensee shall first consult\nthe licensor and the Parties shall jointly develop and implement a plan to abate\nthe infringement. The Parties shall consider existing and potential infringement\nsuits by the licensor against a third party relating to the patents licensed\nunder this Agreement, and attempt to coordinate any such enforcement efforts\nrelating to the licensed patents without limiting the rights granted to the\nlicensee. Should one Party be unwilling to cooperate in the development of a\nplan for abatement of infringement, it shall so notify the other Party in\nwriting, and the other Party may proceed on its own with any necessary work,\nincluding the selection and use of outside counsel in order to develop such a\nplan. Should the licensor and licensee jointly decide to initiate an\ninfringement suit, the Parties will cooperate with each other in the litigation,\nwith each Party maintaining its ability to retain counsel at their own expense.\nFurthermore, the Parties shall both have access to copies of all documents filed\nin, and all written communications in any such infringement suits, with\ndecisions regarding conduct of the litigation being made jointly between the\nParties. Decisions on settlement shall be made jointly between the Parties, and\nneither Party shall enter into a settlement agreement without the consent of the\nother Party, which consent shall not be unreasonably withheld. Neither Party\nshall, without the other Party's consent make any settlement of any litigation\nor claim which would result in any grant to any third party of any rights that\nwould diminish the rights of the other Party. Any cash recovery by such Party\nreceived as a result of any such claim, suit or proceeding shall be used first\nto reimburse the Parties hereto for all expenses (including court costs,\nattorneys and professional fees and other expenses of all kinds) incurred in\nconnection with such claim, suit or proceeding. After reimbursement of such\nexpenses, twenty-five percent (25%) of the remainder shall be paid to the\nlicensor and seventy-five percent (75%) retained by the licensee.\n\n     In situations where there is a reasonable suspicion of a commercially\nsignificant infringement in the licensed field, if the Parties cannot agree on a\nplan to abate such\n\n                                       4\n\n \ninfringement within one hundred eighty (180) days of receiving notice of such\ninfringement from the licensee, the licensee may, at its expense, initiate such\nsuit to abate such infringement or misappropriation; provided the licensee may\nnot enter into any settlement without the prior consent of the licensor, which\nconsent shall not be unreasonably withheld, and may not make any statement which\nadmits that any of the patents licensed pursuant to this Agreement are invalid\nor unenforceable. Notwithstanding the 180 (one hundred and eighty) days' period\nreferred to in the preceding sentence, the licensee shall be entitled to\ncommence legal proceedings against the alleged infringer(s) even before expiry\nof said period insofar as the licensee can demonstrate that such action is\nnecessary in order to preserve the licensee's ability to obtain an injunction,\nwhether on a final or preliminary basis. In the event the licensee brings such\nan infringement suit, the licensor shall become a party to the lawsuit and shall\nassist the licensee in the lawsuit at licensee's expense and using counsel\nreasonably acceptable to licensee. Any cash recovery by such Party received as a\nresult of any such claim, suit or proceeding shall be used first to reimburse\nthe Parties hereto for all expenses (including court costs, attorneys and\nprofessional fees and other expenses of all kinds) incurred in connection with\nsuch claim, suit or proceeding. After reimbursement of such expenses, twenty-\nfive percent (25%) of the remainder shall be paid to the licensor and seventy-\nfive percent (75%) retained by the licensee.\n\n     If MAXYGEN notifies NOVO NORDISK that it intends to make an initial public\noffering of MAXYGEN shares, then for a period of six (6) months from such notice\nNOVO NORDISK shall not commence any new action or proceeding against any third\nparty with respect to any MAXYGEN patent without the prior written consent of\nMAXYGEN; provided, however, NOVO NORDISK may respond to and participate in any\npatent infringement action or other similar proceeding which has commenced as of\nthe date of such notice or which may be commenced by a third party.\nNotwithstanding the 180 (one hundred and eighty) days' period referred to in the\npreceding sentence, the licensee shall be entitled to commence legal proceedings\nagainst the alleged infringer(s) even before expiry of said period insofar as\nthe licensee can demonstrate that such action is necessary in order preserve the\nlicensee's ability to obtain an injunction, whether on a final or preliminary\nbasis. In addition, MAXYGEN may not use this paragraph to require NOVO NORDISK\nto delay any new actions or proceedings if more than 90 days have lapsed after\nNOVO NORDISK has notified MAXYGEN of its reasonable suspicion of a commercially\nsignificant infringement in the NOVO NORDISK Field of the MAXYGEN Patents,\nMAXYGEN Future Patents, and\/or the MAXYGEN Breakthrough Inventions.\n\n          (b)    Jointly Owned Patents:\n\n     In the event MAXYGEN or NOVO NORDISK becomes aware of any actual or\nthreatened infringement of any Jointly Owned Patents, that Party shall promptly\nnotify \n\n                                       5\n\n \nthe other and shall promptly discuss how to proceed in connection with such\nactual or threatened infringement.\n\n     In the case of an act of infringement in the NOVO NORDISK Field, should\nMAXYGEN not wish to participate in such a proceeding, NOVO NORDISK shall have\nthe right to proceed alone, at its expense, and may retain any cash recovery;\nprovided, at the request and expense of NOVO NORDISK.\n\n     MAXYGEN agrees to cooperate and join in any proceedings in the event that a\nthird party asserts or that a Court finds that MAXYGEN is necessary or\nindispensable as a named party to such proceedings; provided, NOVO NORDISK may\nnot enter into any settlement with respect to any of the Jointly Owned Patents\nwithout the prior consent of MAXYGEN, which consent shall not be unreasonably\nwithheld.\n\n     In the case of an act of infringement in the MAXYGEN Field, should NOVO\nNORDISK not wish to participate in such a proceeding, MAXYGEN shall have the\nright to proceed alone, at its expense, and may retain any cash recovery;\nprovided, at the request and expense of MAXYGEN, NOVO NORDISK agrees to\ncooperate and join in any proceedings in the event that a third party asserts or\nthat a Court finds that NOVO NORDISK is necessary or indispensable as a named\nparty to such proceedings; provided, MAXYGEN may not enter into any settlement\nwith respect to any of the Jointly Owned Patents without the prior consent of\nNOVO NORDISK, which consent shall not be unreasonably withheld.\n\n     Neither Party may make any statement as to the invalidity and\/or\nunenforceability of the Jointly Owned Patents.\n\n     8.7  Filing, Prosecution and Maintenance of Jointly Owned Patents. For\n          ------------------------------------------------------------      \nJointly Owned Patents describing and claiming Shuffled genes, proteins encoded\nby Shuffled genes and uses of such proteins, NOVO NORDISK shall be responsible,\nat its sole expense, for Patent Prosecution Activities with respect to\ninventions made by MAXYGEN or NOVO NORDISK or jointly by the Parties. For all\nother inventions, the Parties will agree upon which of them shall be responsible\nfor Patent Prosecution Activities of the Jointly Owned Patents, except that in\nsituations where all inventors are employed by the same Party, that Party shall\nbe responsible for Patent Prosecution Activities of such Jointly Owned Patents.\nExcept for Jointly Owned Patents describing and claiming Shuffled genes,\nproteins encoded by Shuffled genes and uses of such proteins, the expenses of\nthe Patent Prosecution Activities shall be equally shared by the Parties unless\none of the Parties assigns all of its rights, on a country by country basis, to\nthe other Party. In each case, the Party responsible for Patent Prosecution\nActivities shall assure that the other Party will have the opportunity to\nprovide meaningful and substantive review and comment on all major prosecution\nevents, and shall consider such\n\n                                       6\n\n \ncomment in making decisions relating to the Patent Prosecution Activities. Such\nmajor prosecution events shall include all substantive official communications\n(such as patent application filings, including divisionals, reissue\napplications, filing of continuations and continuations-in-part, requests for\nexamination or reexamination, responses to written opinion and office actions,\nclaim amendments and notices of allowance), with the examining division at the\nEuropean Patent Office, the United States' Patent and Trademark Office, and the\npatent offices of other major countries in which Jointly Owned Patents are\nfiled.\n\nIV)  Original section 6.2 of the Agreement is retained and renumbered as section\n6.3.\n\n                                       7\n\n \nV)   The following Exhibits are amended as is set forth below.\n\n\n                                   EXHIBIT A\n                              Development Program\n                              -------------------\n\n                                   [*******]\n\n                                   [*******]\n\n[Exhibit A describes the Development Program under this Agreement. Exhibit A\ndescribes the status of certain research conducted prior to amendment of this\nAgreement and future development plans of the parties.]\n\n\n\n\n                                       8\n\n \n                                   EXHIBIT C\n                   (MAXYGEN Patents and Patent Applications)\n                   -----------------------------------------\n\n                                   [*******]\n\n[Exhibit C identifies the Maxygen Patents and Patent Applications licensed to \nNovo Nordisk under this Agreement.]\n\n\n\n\n                                      10\n\n \n                                   EXHIBIT D\n\n                                   [*******]\n\n[Exhibit D identifies the specific areas within the Novo Nordisk Field.]\n\n\n\n                                      11\n\n \nVI)  The following new Exhibit is added to the Agreement.\n\n                                   EXHIBIT I\n                         MAXYGEN Circular PCR Patents\n                         ----------------------------\n\nMaxygen Case No.     Townsend Case No.      Patent\/Appl. No.   Filing Date\n\n\n     [*******]\n\n\nVII. All other sections of the Agreement including the other exhibits are\n     unchanged. The previous amendments to the Agreement dated June 29, 1998 and\n     July 19, 1998 are also unchanged by this amendment.\n\n     Each person signing below and each Party on behalf such person executes\nthis Agreement warrants that he, she or it, as the case may be, has the\nauthority to amend the Agreement.\n\nMAXYGEN, INC.                    NOVO NORDISK A\/S\n \nBy: \/s\/ Russell Howard           By: \/s\/ Soren Carlsen\n    --------------------             ----------------------------\n    Russell J. Howard                Soren Carlsen\n    President &amp; C.E.O.               Corporate Vice President\n                                     Enzyme Research\n\nDate:  4-12-99                   Date:  4-19-99\n     -------------------              -----------------------------       \n\n \n                                  EXHIBIT A\n\n                            (Development Program)\n\n                                   [*******]\n\n[Exhibit A summarized the original work plan under this Agreement. The work plan\nwas replaced in the April 19, 1999 amendment to this Agreement.]\n\n \n                                  EXHIBIT B\n\nSpecific projects of NOVO NORDISK include:\n\n*  the use of Shuffling for development of [*******]\n\n*  the use of Shuffling for development of Industrial Proteins for use in\n   [*******]\n\nIf NOVO NORDISK should use MAXYGEN PATENTS, MAXYGEN FUTURE PATENTS, MAXYGEN\nBreak-through Inventions or MAXYGEN Know-How in the development of any product\nresulting from the foregoing specific projects, it shall be royalty-bearing, as\nprovided in this Agreement.\n\n \n                                  EXHIBIT C\n\n                  (MAXYGEN Patents and Patent Applications)\n                   -----------------------------------------\n\n                                   [*******]\n\n[Exhibit C listed the Maxygen Patents and Patent Applications under this\nAgreement. Exhibit C was replaced in the April 19, 1999 amendment to this\nAgreement.]\n\n \n                                   EXHIBIT D\n\n                                   [*******]\n\n[Exhibit D identified the Novo Nordisk Field under this Agreement.\nExhibit D was replaced in the April 19, 1999 amendment to this Agreement.]\n\n\n \n                                  EXHIBIT E\n\nProjects and Project Areas within the NOVO NORDISK Field to which NOVO NORDISK\ncannot be granted exclusivity by virtue of prior contractual relationships and\nspecific documented MAXYGEN discussions with other parties prior to the date of\nthis Agreement:\n\n*  Use of Shuffling for development of [*******].\n\n \n                                   EXHIBIT F\n\n\nDK 0907\/95,\nDK 1047\/95, and\nWO 97\/07205; (NN 4439: in vivo gene shuffling)\n\nDK 0988\/95, and\nWO 97\/09446; (NN 4542: phage display in detergents)\n\nDK 0018\/96, and\nWO 97\/00014; (NN 4632: in vivo diversity generation)\n\nDK 1471\/96, and\nDK 0592\/97; (NN 4833: in vivo recombination in bacteria)\n\nDK 0307\/97,\nDK 0434\/97, and\nDK 0625\/97; (NN 4859: in vitro recombination)\n\nDK 0304\/97,\nDK 0432\/97,\nDK 0624\/97; (NN 5113: directed in vitro recombination)\n\nDK 0306\/97,\nDK 0433\/97, and\nDK 0623\/97; (NN 5114: low-identity in vitro recombination)\n\nWO 96\/10084 (NN 4126: Process for production of secondary metabolites -\nnonexclusive)\n\n \n                                  EXHIBIT G\n\n\n                                   [*******]\n\n[Exhibit G identified the Novo Nordisk Preferred Areas under this Agreement.\nExhibit G was replaced in the July 29, 1998 amendment to this Agreement.]\n\n\n                                   EXHIBIT H\n\n\nAdditional rights of NOVO NORDISK pursuant to Section 2.1 and retained rights of\nNOVO NORDISK pursuant to Section 2.2 include:\n\n\nThe improvement of [*******] for use in the manufacture or synthesis of\n[*******]. Any resulting products that are invented or developed by or on behalf\nof NOVO NORDISK or its Affiliates or sublicensees through application of\nShuffling that are covered by MAXYGEN Patents, MAXYGEN Future Patents or MAXYGEN\nBreak-through Inventions, shall be royalty-bearing in accordance with the\nprovisions of Section 3 of this Agreement.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8151],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9616],"class_list":["post-42485","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maxygen-inc","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\/42485","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=42485"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42485"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42485"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42485"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}