{"id":42736,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/research-and-license-agreement-dendreon-corp-and-kirin-brewery.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"research-and-license-agreement-dendreon-corp-and-kirin-brewery","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/research-and-license-agreement-dendreon-corp-and-kirin-brewery.html","title":{"rendered":"Research and License Agreement &#8211; Dendreon Corp. And Kirin Brewery Co. Ltd."},"content":{"rendered":"<pre>\n                         RESEARCH AND LICENSE AGREEMENT\n\n                                    BETWEEN\n\n                              DENDREON CORPORATION\n\n                                      AND\n\n                            KIRIN BREWERY CO., LTD.\n\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.\n\n \n\n                                                         \n ARTICLE 1   DEFINITIONS....................................    1\n       1.1   \"Affiliate\"....................................    1\n       1.2   \"Collaboration Discoveries\"....................    2\n       1.3   \"Collaboration Patent\".........................    2\n       1.4   \"Collaboration Product\"........................    2\n       1.5   \"Collaboration Technology\".....................    2\n       1.6   \"Controlled\"...................................    2\n       1.7   \"Dendreon Technology\"..........................    2\n       1.8   \"Dendreon Territory\"...........................    2\n       1.9   \"Dendritic Cell\"...............................    2\n      1.10   \"Field\"........................................    2\n      1.11   \"FTE\"..........................................    2\n      1.12   \"Information\"..................................    3\n      1.13   \"Joint Research Committee\" or \"JRC\"............    3\n      1.14   \"Joint Territory\"..............................    3\n      1.15   \"Kirin\/Dendreon Term Sheet\"....................    3\n      1.16   \"Kirin Technology\".............................    3\n      1.17   \"Kirin Territory\"..............................    3\n      1.18   \"License Agreement\"............................    3\n      1.19   \"Net Revenue\"..................................    3\n      1.20   \"Patent\".......................................    3\n      1.21   \"Reasonable Efforts\"...........................    3\n      1.22   \"Regulatory Approval\"..........................    4\n      1.23   \"Research Plan\"................................    4\n      1.24   \"Research Program\".............................    4\n      1.25   \"Research Term\"................................    4\n      1.26   \"Start Date\"...................................    4\n      1.27   \"Sublicensee\"..................................    4\n      1.28   \"Third Party\"..................................    4\n\n\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.\n\n                                       1\n\n \n \n                                                         \n ARTICLE 2   COLLABORATIVE RESEARCH.........................    4\n       2.1   Collaborative Research.........................    4\n       2.2   Joint Research Committee.......................    5\n       2.3   JRC Meetings...................................    5\n       2.4   Decision-Making and Issue Resolution...........    6\n       2.5   Research Plan..................................    6\n       2.6   Research Efforts and Expenses..................    7\n       2.7   Other Research.................................    7\n ARTICLE 3   LICENSES AND RIGHTS............................    7\n       3.1   Research License to Kirin......................    7\n       3.2   Research License to Dendreon...................    8\n       3.3   Commercial License to Dendreon.................    8\n       3.4   Sublicenses to Third Parties...................    8\n ARTICLE 4   DEVELOPMENT AND COMMERCIALIZATION..............    8\n       4.1   Kirin Territory................................    8\n       4.2   Dendreon Territory.............................    9\n       4.3   Joint Territory................................    9\n ARTICLE 5   FEES AND ROYALTIES.............................    9\n       5.1   Sales of Collaboration Products by Kirin.......    9\n       5.2   Sales of Collaboration Products by Dendreon....    9\n       5.3   Royalty Reduction..............................   10\n       5.4   Payment of Royalties...........................   10\n       5.5   Manner of Payment..............................   10\n       5.6   Reports........................................   10\n       5.7   Records and Audit..............................   10\n       5.8   Withholding of Taxes...........................   11\n ARTICLE 6   CONFIDENTIALITY................................   11\n       6.1   Confidentiality................................   11\n       6.2   Exceptions.....................................   11\n \n\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.\n\n                                       2\n\n \n \n                                                         \n       6.3   Authorized Disclosure..........................   12\n       6.4   Survival.......................................   12\n ARTICLE 7   INTELLECTUAL PROPERTY..........................   12\n       7.1   Ownership......................................   12\n       7.2   Kirin Responsibility for Patent Filings........   12\n       7.3   Enforcement Rights.............................   12\n       7.4   Third Party Patent Rights......................   13\n       7.5   Third Party Claims in the Kirin Territory......   13\n       7.6   Third Party Claims in the Dendreon Territory...   13\n       7.7   Third Party Royalties..........................   13\n ARTICLE 8   REPRESENTATIONS AND WARRANTIES.................   14\n ARTICLE 9   REPORTS, RECORDS AND SAMPLES...................   14\n       9.1   Sharing of Information.........................   14\n       9.2   Materials......................................   14\n       9.3   Publicity Review...............................   15\n       9.4   Publications...................................   15\nARTICLE 10   TERM AND TERMINATION...........................   15\n      10.1   Term...........................................   15\n      10.2   Termination for Breach.........................   15\n      10.3   Surviving Rights...............................   16\nARTICLE 11   INDEMNIFICATION................................   16\n      11.1   Indemnification in Kirin Territory.............   16\n      11.2   Indemnification in the Dendreon Territory......   16\nARTICLE 12   MISCELLANEOUS..................................   16\n      12.1   Assignment.....................................   16\n      12.2   Retained Rights................................   17\n      12.3   Force Majeure..................................   17\n      12.4   Further Actions................................   17\n      12.5   No Trademark Rights............................   17\n \n\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.\n\n                                       3\n\n \n \n                                                        \n      12.6   Notices........................................   17\n      12.7   Dispute Resolution.............................   18\n      12.8   Waiver.........................................   18\n      12.9   Severability...................................   19\n     12.10   Ambiguities....................................   19\n     12.11   Entire Agreement...............................   19\n     12.12   Headings.......................................   19\n\n\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.\n\n                                       4\n\n \nCERTAIN 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.\n\n                                                                   EXHIBIT 10.16\n                         RESEARCH AND LICENSE AGREEMENT\n\n     THIS RESEARCH AND LICENSE AGREEMENT (the \"Agreement\") is made and entered\ninto effective as of February 1, 1999 (the \"Effective Date\") by and between\nDENDREON CORPORATION, a Delaware corporation having its principal place of\nbusiness at 3005 1st Avenue, Seattle, Washington, U.S.A. (\"Dendreon\"), and KIRIN\nBREWERY CO., LTD., a corporation organized and existing under the laws of Japan\nhaving its principal place of business at 10-1, Shinkawa 2-chome, Chuo-ku,\nTokyo, Japan (\"Kirin\").  Dendreon and Kirin may be referred to herein\ncollectively as the \"Parties\" or individually as a \"Party.\"\n\n                                    RECITALS\n\n     A.  In regard to Dendreon Technology (as defined below) and utilization\nthereof for human immunotherapy, Kirin and Dendreon entered into on June 30,\n1998 the Kirin\/Dendreon Term Sheet, as hereinafter defined.  Further, on\nDecember 10, 1998, Kirin and Dendreon entered into the Collaborative License\nAgreement (hereinafter defined as the \"License Agreement\") granting certain\nlicenses and other rights to Kirin Products and Dendreon Products, as defined\ntherein.\n\n     B.  Kirin and Dendreon desire to conduct certain collaborative research\nwith the goal of creating improvements to the underlying Dendreon dendritic cell\ntechnology, discovering new immunotherapy targets, and\/or developing new\ndendritic cell-based immunotherapy products for use to prevent or treat\ndiseases.\n\n     C.  Kirin desires to obtain the rights to develop and commercialize\nproducts based on the results of such collaborative research in the Kirin\nTerritory, and Dendreon desires to obtain the rights to develop and\ncommercialize such products in the Dendreon Territory.\n\n     NOW, THEREFORE, the Parties agree as follows:\n\n                                   ARTICLE 1\n\n                                  DEFINITIONS\n\n     The following capitalized terms shall have the following meanings when used\nin this Agreement:\n\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\n\n                                       1\n\n \ncorporations organized under such country's laws, \"control\" shall mean the\ndirect or indirect ownership by a Party of outstanding voting securities of such\ncorporation at the maximum amount permitted by the law of such country.\n\n      1.2   \"Collaboration Discoveries\" means any Information that is created,\ndeveloped or discovered pursuant to a Party's activities under the Research\nProgram. It is agreed that the all Dendreon Technology and Kirin Technology is\nexcluded from the definition of \"Collaboration Discoveries.\"\n\n      1.3   \"Collaboration Patent\" means any Patent or application for a Patent\nthat claims an invention in Collaboration Discoveries.\n\n      1.4   \"Collaboration Product\" means any commercial product that comprises\nor contains, or is developed or manufactured based on or utilizing or is derived\nfrom, the Collaboration Technology or any part thereof, but excluding all Kirin\nProducts and Dendreon Products (as such terms are defined in the License\nAgreement).\n\n      1.5   \"Collaboration Technology\" means the Collaboration Discoveries and\nCollaboration Patents, either collectively or any part thereof.\n\n      1.6   \"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.\n\n      1.7   \"Dendreon Technology\" means the Dendreon Know-How, the Dendreon\nImprovements and the Dendreon Patents, either collectively or any part thereof,\nas such terms are defined in the License Agreement.\n\n      1.8   \"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.\n\n      1.9   \"Dendritic Cell\" means a human dendritic cell or other antigen-\npresenting cell or other cells from which dendritic cells can be derived.\n\n     1.10   \"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.\n\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.\n\n                                       2\n\n \n     1.11   \"FTE\" means work hours equivalent to the work performed by one full-\ntime employee working for one year (including normal vacation).\n\n     1.12   \"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.\n\n     1.13   \"Joint Research Committee\" or \"JRC\" means the committee formed by\nthe Parties to direct and manage the Research Program, as provided in Section\n2.2.\n\n     1.14   \"Joint Territory\" means the countries that are members of the\nEuropean Union, as such union is constituted at the applicable time.\n\n     1.15   \"Kirin\/Dendreon Term Sheet\" means that certain Term Sheet executed\nby the Parties and dated as of June 30, 1998.\n\n     1.16   \"Kirin Technology\" means the Kirin Improvements, Kirin Know-How and\nKirin Patents, either collectively or any part thereof, as such terms are\ndefined in the License Agreement.\n\n     1.17   \"Kirin Territory\" means Japan, Australia, New Zealand, the Peoples\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.\n\n\n     1.18   \"License Agreement\" means the Collaborative License Agreement by and\nbetween the Parties dated December 10, 1998.\n\n     1.19   \"Net Revenue\" means the total revenue received by a Party for sale\nor other disposition of a Collaboration Product by such Party or an Affiliate or\nSublicensee of such Party to a Third Party less the following to the extent\nactually incurred or allowed with respect to such sale or disposition: (i)\nreasonable costs paid by the Party to a Third Party on account of apheresis\nperformed as part of or in association with the Collaboration Product; (ii)\ndiscounts, including cash discounts, or rebates, retroactive price reductions or\nallowances actually allowed or granted from the billed amount; (iii) credits or\nallowances actually granted upon claims, rejections or returns of Collaboration\nProducts, including recalls, regardless of the Party requesting such; (iv)\nfreight, postage, shipping and insurance charges paid for delivery of\nCollaboration Product, to the extent billed; and (v) taxes, duties or other\ngovernmental charges levied on or measured by the billing amount when included\nin billing, as adjusted for rebates and refunds.\n\n     1.20   \"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.\n\n\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.\n\n                                       3\n\n \n     1.21   \"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.\n\n     1.22   \"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.\n\n     1.23   \"Research Plan\" means the plan established by the JRC setting forth\nin reasonable detail the goals and activities to be undertaken in the Research\nProgram, performed by the Parties pursuant to Section 2.1.\n\n     1.24   \"Research Program\" means the cooperative research conducted by\nDendreon, in collaboration with Kirin, under this Agreement pursuant to the\nResearch Plan.\n\n     1.25   \"Research Term\" means the period commencing on the Start Date and\nending on the anniversary thereof, as determined and agreed by the JRC as\nprovided in Section 2.2.\n\n     1.26   \"Start Date\" means the date, established by mutual agreement of the\nParties, on which the Research Program shall commence, as provided in Sections\n2.1 and 2.2.\n\n     1.27   \"Sublicensee\" shall mean any Third Party expressly licensed by a\nParty to make and sell one or more Collaboration Products. A Sublicensee shall\nnot include distributors or sales agents that do no more than purchase and\nresell finished Products on behal f of a Party.\n\n     1.28   \"Third Party\" means any entity other than Dendreon or Kirin or an\nAffiliate of Dendreon or Kirin.\n\n                                   ARTICLE 2\n\n\n                             COLLABORATIVE RESEARCH\n\n      2.1  Collaborative Research.  Dendreon and Kirin agree that, commencing on\nthe Start Date as established by mutual agreement, they will conduct a Research\nProgram on a collaborative basis, with the general goal of developing specific\nimprovements or extensions to certain of the Dendreon Technology as agreed by\nthe Parties. The specific scope of the Research Program shall be set forth in\ndetail in the Research Plan established by the Joint Research Committee, as\nprovided below. The specific work undertaken by the Parties in the Research\nProgram shall be governed by the Research Plan and shall be managed and directed\nby the JRC. The Research Program shall commence on the Start Date, as provided\nin Section 2.2, and terminate at the expiration of the Research Term, unless the\nAgreement is earlier terminated as provided in Article 10.\n\n\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.\n\n                                       4\n\n \n      2.2  Joint Research Committee.  The Research Program will be managed and\ndirected by the Joint Research Committee, which shall be comprised of four (4)\nindividuals, two (2) being Dendreon employees appointed and replaced by Dendreon\nat its discretion and two (2) being Kirin employees appointed and replaced by\nKirin at its discretion.  The size and composition of the JRC may be modified by\nmutual agreement of the Parties.  The Parties shall form the JRC within twenty\n(20) days after the Effective Date of this Agreement.  The JRC shall determine,\nprior to the Start Date, the length of the Research Term, which shall not exceed\nfive (5) years without written consent of the Parties, and shall be subject to\nearly termination as provided in Section 10.1.  The JRC shall have the following\nauthority and obligations:\n\n           (a)  To encourage and facilitate the ongoing cooperation and\ncollaboration of the Parties in conducting the Research Program;\n\n           (b)  To establish, and amend as appropriate, the Research Plan as\ndiscussed further in Section 2.5, which shall govern the specific research tasks\nand goals of the Research Program;\n\n           (c)  To establish and implement specific plans for accomplishing the\ntasks and goals of the Research Plan;\n\n           (d)  To allocate tasks and coordinate activities of the Parties\nrequired to perform the Research Program;\n\n           (e)  To evaluate the results of the Research Program and discuss\ninformation related to the Research Program, and to amend the Research Plan as\nappropriate; and\n\n           (f)  To ensure that there is appropriate scientific management of the\nResearch Program.\n\n           (g)  manage and expedite the progress of Collaboration Products\nthrough the Research Program to development stages.\n\n      2.3  JRC Meetings.  The JRC shall act at meetings held regularly with all\nmembers present, according to the following:\n\n           (a)  JRC meetings shall take place at such times and places as shall\nbe determined by the JRC at least twice a year; it is expected that the meetings\nwill alternate between appropriate offices of each Party, or at such other\nconvenient locations as agreed;\n\n           (b)  If requested by a Party, the JRC may conduct a particular\nmeeting by telephone or video conference or other acceptable electronic means,\nprovided that all JRC members attend such meeting and can hear and communicate\nwith all other members, and any decisions made during such meeting are recorded\nin writing and confirmed by signature of at least one of the JRC members from\neach of the Parties;\n\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.\n\n                                       5\n\n \n           (c)  A Party may bring a reasonable number of additional\nrepresentatives, in a non-voting capacity, to attend appropriate JRC meetings,\nprovided that such attendance is helpful to the JRC carrying out its tasks and\nobligations;\n\n           (d)  Prior to each meeting, the designated chair of the JRC (which\nmay vary during the term) shall circulate an agenda for the meeting, and the JRC\nshall keep minutes reflecting matters discussed and the actions taken at the\nmeeting, a copy of which shall be provided to each Party;\n\n           (e)  The JRC may act on a specific issue or matter without a meeting\nif the JRC members all agree as to such action and such agreement is set forth\nin a written consent signed by all the members of the JRC;\n\n           (f)  The JRC may form and subsequently disband subcommittees to\nperform such tasks, within the authority of the JRC and on the JRC's behalf, as\nare specifically delegated by the JRC. For example, the JRC could create a\nsubcommittee to address specific technical issues in the Research Plan. Any such\nsubcommittee shall have appropriate representation of each Party and may include\nrepresentatives of a Party who are not members of the JRC. All such\nsubcommittees shall act only by unanimous agreement of their members at meetings\nas determined by the subcommittee. The subcommittees shall report all matters\ndiscussed and actions taken promptly to the JRC in writing. At the request of\neither Party at any time, any such subcommittee shall be dissolved and its\npowers and functions returned to the Research Committee.\n\n      2.4  Decision-Making and Issue Resolution.  All decisions of or actions\ntaken by the JRC or any subcommittee thereof shall be by unanimous approval of\nall the members of the JRC or such subcommittee, and voting on any matters shall\nbe reflected in the minutes of the meeting at which the vote was taken. If the\nJRC fails to reach unanimous agreement on an issue or matter needing resolution,\nthe matter shall be referred for good faith discussion and resolution by the\nappropriate senior executive officer of each Parties. If a subcommittee fails to\nreach unanimous agreement, the matter shall be referred for further review and\nresolution by the JRC.\n\n      2.5  Research Plan.  Promptly after its formation pursuant to Section 2.2,\nthe JRC shall develop the initial Research Plan, which shall be provided to each\nParty for review and approval. The approved Research Plan shall then govern the\ninitial work of the Parties under the Research Program and shall establish the\nnumber of FTEs at Dendreon dedicated to conducting the Research Program, which\nnumber shall be six (6) FTEs. The JRC will periodically review the Research Plan\nin light of the results of the Research Program and modify, amend or adjust the\nResearch Plan as needed, provided that such modifications or amendments may not\nexpand the scope of the Research Program unless agreed by the senior management\nof each Party. The Research Plan shall specify, among other things, the\nparticular Dendreon Technology that shall be the subject of the Research\nProgram, the specific scope and goals of the research and development work to be\nundertaken, the scientific direction and research milestones, and shall give a\ngeneral allocation between the Parties of the research responsibilities within\nsuch plan for the research.\n\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.\n\n                                       6\n\n \n      2.6  Research Efforts and Expenses.  Each of the Parties will maintain\nscientific staff, laboratories, offices and other facilities necessary to carry\nout the Research Program tasks and obligations assigned to it by the JRC.  Each\nparty shall use Reasonable Efforts to conduct and complete such tasks and\nobligations and otherwise to achieve the goals of the Research Program.  Kirin\nwill bear all of its own expenses incurred in connection with the Research\nProgram, including travel expenses.  In addition, Kirin will provide to Dendreon\nfunding to support the Research Program work at Dendreon.  Such funding shall be\nat an FTE rate, based on the total number of FTEs allocated under the Research\nPlan to conduct work at Dendreon on the Research Program, providing that such\nfunding will be for a total of six (6) FTEs, unless otherwise agreed by the JRC.\nThe FTE rate initially shall be [ * ] per year per FTE; such rate will be\nadjusted upward or downward, commencing on the first January 1 after the Start\nDate, and every January 1 thereafter, an amount reflecting any changes (from the\nlast date the FTE rate was set) in the consumer price index for urban wage\nearners in the Seattle region.  Kirin shall provide such funding in advance at\nthe beginning of each calendar quarter during the Research Program.  Dendreon\nwill provide Kirin a summary accounting of its FTE allocation to conduct the\nResearch Program, within sixty (60) days of the end of each year during the\nResearch Term.  At least thirty (30) days prior to the beginning of each year\nduring the Research Term, Dendreon shall submit to Kirin a detailed budget which\nis consistent with the budget described in the Research Plan approved by the\nJRC.  Dendreon shall provide Kirin with a detailed quarterly progress report\nwithin thirty (30) days after the end of each calendar quarter.\n\n      2.7  Other Research.  Dendreon acknowledges and agrees that the specific\nresearch and development work set forth in the Research Plan should be conducted\nsolely by Dendreon and Kirin.  Kirin acknowledges and agrees that nothing in\nthis Agreement 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, and including conducting such research and development work\nwith or on behalf of third party partners.  Dendreon acknowledges and agrees\nthat nothing in this Agreement shall prevent or otherwise hinder Kirin from\nconducting research and development work with respect to Dendreon Technology or\nany aspect thereof as permitted in the License Agreement, and including\nconducting such research and development work with or on behalf of its\nAffiliates in the Kirin Territory to the extent and as permitted in the License\nAgreement.\n\n                                   ARTICLE 3\n\n                              LICENSES AND RIGHTS\n\n      3.1  Research License to Kirin.\n\n           (a)  Subject to the terms of this Agreement, Dendreon hereby grants\nto Kirin a non-exclusive (subject to the following restriction) license under\nthe Dendreon Technology that is the subject of the Research Program solely to\nconduct the Research Program activities assigned to Kirin under the Research\nPlan. Dendreon further agrees that during the term of the Research\n\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.\n\n                                       7\n\n \nProgram Dendreon will not license to any Third Party any Dendreon Technology for\nuse in pursuing any research activity that is expressly the subject of the\nResearch Program.\n\n           (b)  The license granted in Section 3.1(a) is subject to the\nfollowing express limitation (and to all other obligations and limitations in\nthe Agreement): Kirin obtains no license or rights to use the Dendreon\nTechnology to research or develop devices for use in the isolation or\npurification of dendritic or any other cells, or to practice the Dendreon\nTechnology for any purpose except as expressly permitted in Section 3.1(a).\n\n      3.2  Research License to Dendreon.\n\n           (a)  Subject to the terms of this Agreement, Kirin hereby grants to\nDendreon a non-exclusive (subject to the following restriction) license under\nany applicable Kirin know-how and Patent rights solely to conduct the Research\nProgram activities assigned to Dendreon under the Research Plan. Kirin further\nagrees that during the term of the Research Program Kirin will not license to\nany Third Party any Kirin Technology for use in pursuing any research activity\nthat is expressly the subject of the Research Program.\n\n           (b)  The license granted in Section 3.2(a) is subject to the\nfollowing express limitation (and to all other obligations and limitations in\nthe Agreement): Dendreon obtains no license or rights to use the Kirin know-how\nor Patent rights for any purpose except as expressly permitted in Section\n3.2(a).\n\n      3.3  Commercial License to Dendreon.  Subject to the terms of this\nAgreement, Kirin hereby grants to Dendreon the exclusive license in the Dendreon\nTerritory under the Collaboration Technology to research, develop, make, have\nmade, use, sell, offer for sale and import Collaboration Products and Dendreon\nProducts in the Dendreon Territory.\n\n      3.4  Sublicenses to Third Parties.\n\n           (a)  Kirin shall have the right to grant sublicenses under the\nCollaboration Technology (i) to its Affiliates to develop, make, have made, use,\nsell, offer for sale and import Collaboration Products and Kirin Products in the\nKirin Territory without Dendreon's prior written approval, and (ii) to Third\nParties solely for sale (but not therapeutic development) of Collaboration\nProducts and Kirin Products incorporating Collaboration Technology in the Kirin\nTerritory without Dendreon's prior written approval. Kirin and its Affiliates\nmay conduct clinical development of particular Collaboration Products and Kirin\nProducts incorporating Collaboration Technology in the Dendreon Territory and\nthe Joint Territory so long as Kirin obtains Dendreon's prior written approval\nof the location and clinical study protocol of any such clinical work or study\nof each such Collaboration Product or Kirin Product, such approval not to be\nunreasonably withheld, and such work is intended to generate data to be used in\nobtaining Regulatory Approval of such Collaboration Product or Kirin Product for\nmanufacturing, marketing and sale in the Kirin Territory.\n\n      (b)  Dendreon shall have the right to grant sublicenses under the\nCollaboration Technology (i) to its Affiliates to develop, make, have made, use,\nsell, offer for sale and import\n\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.\n\n                                       8\n\n \nCollaboration Products and Dendreon Products in the Dendreon Territory without\nKirin's prior written approval, and (ii) to Third Parties solely for sale (but\nnot therapeutic development) of Collaboration Products and Dendreon Products\nincorporating Collaboration Technology in the Dendreon Territory without Kirin's\nprior written approval. Dendreon and its Affiliates may conduct clinical\ndevelopment of particular Collaboration Products and Dendreon Products\nincorporating Collaboration Technology in the Kirin Territory and the Joint\nTerritory so long as Dendreon obtains Kirin's prior written approval of the\nlocation and clinical study protocol of a any such clinical work or study of\neach such Collaboration Product or Dendreon Product, such approval not to be\nunreasonably withheld, and such work is intended to generate data to be used in\nobtaining Regulatory Approval of such Collaboration Product or Dendreon Product\nfor manufacturing, marketing and sale in the Dendreon Territory.\n\n                                   ARTICLE 4\n\n                       DEVELOPMENT AND COMMERCIALIZATION\n\n      4.1  Kirin Territory.  Kirin shall have the exclusive right to utilize the\nCollaboration Technology to develop Collaboration Products for use and sale in\nthe Kirin Territory and to commercialize the Collaboration Products in the Kirin\nTerritory.  Kirin agrees to use Reasonable Efforts to develop such Collaboration\nProducts and to market and sell in the Kirin Territory such Collaboration\nProducts developed by Kirin.\n\n      4.2  Dendreon Territory.  Dendreon shall have the exclusive right to\nutilize the Collaboration Technology to develop and commercialize Collaboration\nProducts in the Dendreon Territory, pursuant to the license and sublicense\nrights granted by Kirin in Sections 3.3 and 3.4(b). Dendreon agrees to use\nReasonable Efforts to develop such Collaboration Products and to market and sell\nin the Dendreon Territory such Collaboration Products developed by Dendreon.\n\n      4.3  Joint Territory.  Development and commercialization of Collaboration\nProducts in the Joint Territory shall be conducted solely as provided in the\nCommercialization Agreement, and neither Party may develop or sell Collaboration\nProducts in such countries except as provided in such agreement.\n\n                                   ARTICLE 5\n\n                               FEES AND ROYALTIES\n\n      5.1  Sales of Collaboration Products by Kirin.  Kirin shall pay Dendreon a\nroyalty equal to [ * ] of the Net Revenue of Collaboration Products sold by\nKirin, its Affiliates, licensees and Sublicensees in the Kirin Territory.  For\neach particular Collaboration Product, Kirin shall pay the royalties specified\nabove, on a country by country basis, until the later of the expiration of ten\n(10) years from the first commercial launch of such Collaboration Product in\nsuch country or the last to expire of the Patents with claims covering such\nCollaboration Product or its manufacture or use in such country.  For clarity,\nit is understood that for any product that is\n\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.\n\n                                       9\n\n \nclaimed by patented Collaboration Discoveries and that also meets the definition\nof a Kirin Product or a Dendreon Product, Kirin shall pay royalties on its sales\nof such products as provided in Article 7 of the License Agreement, as\napplicable, and shall not owe any additional royalties hereunder on account of\nthe patented Collaboration Discoveries in such products.\n\n      5.2  Sales of Collaboration Products by Dendreon.  Dendreon will pay Kirin\na royalty equal to [ * ] of the Net Revenue of Collaboration Products sold by\nDendreon, its Affiliates, licensees and Sublicensees in the Dendreon Territory.\nFor each particular Collaboration Product, Dendreon 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\nCollaboration Product in such country or the last to expire of the Patents with\nclaims covering such Collaboration Product or its manufacture or use in such\ncountry. For clarity, it is understood that for any product that is claimed by\npatented Collaboration Discoveries and also meets the definition of a Kirin\nProduct, the sole and total royalty owed to Kirin by Dendreon based on the sale\nof such product by Dendreon shall be as determined in the License Agreement for\nDendreon's sale of Kirin Products, and Dendreon shall not owe Kirin any\nadditional royalties hereunder based on such sales.\n\n      5.3  Royalty Reduction.  If Kirin or Dendreon, as applicable, sells a\nparticular Collaboration Product that does not meet the definition of a Kirin\nProduct or a Dendreon Product in a country where, at the time of sale, there is\nno issued Collaboration Patent that claims such Collaboration Product or its\nmanufacture or use, then the amount of royalty owed by such Party to the other\nParty under Section 5.1 or 5.2 (as applicable) shall be reduced by [ * ] with\nrespect to such sale.\n\n      5.4  Payment of Royalties.  Royalties under this Article 5 shall accrue\nupon the sale of the particular Collaboration Product (deemed to occur on the\nearlier of transfer of title or invoice date), and royalties that have accrued\nduring a particular calendar quarter shall be paid by the Party owing such\nroyalties within sixty (60) days after the end of each such calendar quarter.\nSuch royalties shall be calculated on the basis of Net Revenue in the local\ncurrency of each country, and converted into U.S. Dollars and paid in U.S.\nDollars on the basis of the average currency exchange rate for the applicable\ncalendar quarter quoted by Tokyo Mitsubishi Bank (or its successor) for currency\nexchange in excess of one million U.S. dollars ($1,000,000).\n\n      5.5  Manner of Payment.  Remittance of payments under this Article 5 will\nbe made by means of wire or electronic transfer to the receiving Party's account\nin a bank to be designated by such Party in writing.\n\n      5.6  Reports.  All amounts payable under this Agreement shall be\naccompanied by a report listing the gross selling price of each Collaboration\nProduct sold during such period on a product-by-product and country-by-country\nbasis, and the calculation of Net Revenue based on such sales, including all\nother information necessary to determine the appropriate amount of such royalty\npayments, and any additional information or reports required under the\nAgreement.\n\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.\n\n                                       10\n\n \n      5.7  Records and Audit.  For a period of three (3) years after the royalty\nperiod to which the records relate, each Party shall keep complete and accurate\nrecords pertaining to the sale or other disposition of the Collaboration\nProducts commercialized by it, in sufficient detail to permit the other Party to\nconfirm the accuracy of all payments due hereunder.  A Party entitled to\npayments hereunder shall have the right to cause an independent, certified\npublic accountant reasonably acceptable to the other Party (and who has executed\na confidentiality agreement with the Party to be audited) to audit such records\nto confirm the Net Revenue and royalty payments; provided, however, that such\nauditor shall not disclose the audited Party's confidential information to the\nother Party, except to the extent such disclosure is necessary to verify the\namount of royalties and other payments due under this Agreement.  In no event\nmay such accountant disclose the names of specific customers, price lists, or\nthe prices charged to specific customers.  A copy of any report provided by such\naccountant shall be provided to the audited Party at the time that it is\nprovided to the auditing Party.  Such audits may be exercised once a year,\nwithin three (3) years after the royalty period to which such records relate,\nupon a mutually acceptable date(s) and upon not less than thirty (30) days\nadvance notice, and shall be conducted during normal business hours.  Any\namounts shown to be owing by such audits shall be paid immediately with interest\nin the amount of one percent (1%) per month (or the maximum amount permitted by\nlaw, if less) from the date first owed until paid.  The auditing Party shall\nbear the full cost of such audit unless such audit discloses that royalties\nactually paid by the audited Party are more than five percent (5%) less from the\namount of royalties and\/or other payments actually owed.  In such case, the\naudited Party shall bear the full cost of such audit.  The terms of this Section\n5.7 shall survive any termination or expiration of this Agreement for a period\nof two (2) years.\n\n      5.8  Withholding of Taxes.  All turnover, income and other taxes levied on\naccount of the royalties and other payments accruing or made to a Party under\nthis Agreement shall be paid by such Party.  If provision is made in law or\nregulation for withholding of taxes of any type, levies or other charges with\nrespect to any royalty or other amounts payable under this Agreement by a Party\nto the other Party, then such paying Party shall be entitled to deduct such tax,\nlevy or charge from the royalty or other payment to be made by such Party and\npay such tax, levy or charge to the proper taxing authority.  A receipt of\npayment of the tax, levy or charge secured shall be promptly delivered to the\nother Party, together with copies of all pertinent communications from or with\nsuch governmental authorities with respect thereto.  Such paying Party agrees to\ncooperate with the other Party in any effort in claiming any exemption from such\ndeductions or withholdings under any double taxation or similar agreement or\ntreaty from time to time in force and in minimizing the amount required to be so\nwithheld or deducted, such cooperation to consist of providing receipts of\npayment of such withheld tax or other documents reasonably available to the\npaying Party.\n\n                                   ARTICLE 6\n\n                                CONFIDENTIALITY\n\n      6.1  Confidentiality.  Except to the extent expressly authorized by this\nAgreement or otherwise agreed in writing, the Parties agree that, for the term\nof this Agreement and for ten (10)\n\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.\n\n                                       11\n\n \nyears thereafter, the receiving Party shall keep confidential and shall not\npublish or otherwise disclose or use for any purpose other than as provided for\nin this Agreement any Information or materials furnished to it by the other\nParty pursuant to this Agreement (collectively, \"Confidential Information\"),\nexcept as otherwise provided below.\n\n      6.2  Exceptions.  The obligations in Section 6.1 shall not apply to any\nInformation or materials to the extent that the receiving Party can establish by\ncompetent proof that such Information or materials:\n\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;\n\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;\n\n           (c)  became generally available to the public or otherwise part of\nthe public domain after its disclosure and other than through any act or\nomission of the receiving Party in breach of this Agreement; or\n\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.\n\n      6.3  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.\n\n      6.4  Survival.  This Article 6 shall survive the termination or expiration\nof this Agreement for a period of ten (10) years.\n\n                                   ARTICLE 7\n\n                             INTELLECTUAL PROPERTY\n\n      7.1  Ownership.  Subject to the terms of this Agreement and the\nCommercialization Agreement, Kirin shall own the entire right, title and\ninterest in and to the Collaboration Technology throughout the world, and\nDendreon agrees to assign to Kirin its entire interest in the Collaboration\nTechnology, subject to the rights granted in Sections 3.3, 3.4(b) and 4.2.\n\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.\n\n                                       12\n\n \n      7.2  Kirin Responsibility for Patent Filings.  Kirin will use Reasonable\nEfforts to file, prosecute, issue and maintain Collaboration Patents.  In each\nevent, Kirin will confer with Dendreon, and make Reasonable Efforts to adopt\nDendreon's suggestions, regarding the prosecution of such Patents.  Upon Kirin's\nreasonable request and at its sole expense, Dendreon will make Reasonable\nEfforts to assist Kirin in the filing of any Collaboration Patent.  As soon as\npractical subsequent to filing, Kirin will provide Dendreon with an English\nlanguage translation of any filing.  In addition, Kirin will copy Dendreon with\nany official action and Kirin submissions in such Patents, including an English\ntranslation summary thereof.  If Kirin fails to file, prosecute, issue or\nmaintain a particular Collaboration Patent in the Dendreon Territory within\nsixty (60) days of receipt of a request from Dendreon that Kirin take such\naction, Dendreon shall have the right to file, prosecute, issue or maintain such\nCollaboration Patent in the Dendreon Territory.\n\n      7.3  Enforcement Rights.  With respect to infringement of any of the\nCollaboration Patents in the Kirin Territory, Kirin shall have the initial\nright, but not the obligation, to institute, prosecute and control any action or\nproceeding with respect to such infringement in the Kirin Territory.  Kirin\nshall bear the costs of such patent enforcement within the Kirin Territory and\nshall retain for its own account any amounts recovered from Third Parties.\nDendreon shall have the right, but not the obligation, to institute, prosecute\nand control any action or proceeding with respect to infringement in the\nDendreon Territory.  Dendreon shall bear the costs of patent enforcement within\nthe Dendreon Territory and retain for its own account any amounts recovered from\nThird Parties.  The Party first having knowledge of any infringement of the\nCollaboration Patents shall promptly notify the other Party in writing.  The\nnotice shall set forth the facts of such infringement in reasonable detail.  If\na Party having the right to enforce a Collaboration Patent  pursuant to this\nSection 7.3 fails to bring an action or proceeding against a suspected infringer\nwithin a period of ninety (90) days after having knowledge of such infringement\nin the Field, the other Party shall have the right to bring and control an\naction against such infringer by counsel of its own choice.  If one Party brings\nany such action or proceeding, the other Party agrees to be joined as a Party\nplaintiff if necessary to prosecute the action and to give the first Party\nreasonable assistance and authority to file and prosecute the suit. The Party\ncontrolling a suit hereunder shall, at the other Party's expense, retain any and\nall recovery from such suit.  The Party controlling a suit hereunder shall not\nsettle or consent to an adverse judgment in any such action which would have a\nmaterial adverse effect on the rights or interests of the other Party without\nthe prior express written consent of the other Party.\n\n      7.4  Third Party Patent Rights.  Except as otherwise provided in this\nAgreement or the Commercialization Agreement, neither Party makes any warranty\nwith respect to the validity, perfection or dominance of any Collaboration\nPatent or other proprietary right or with respect to the absence of rights of\nThird Parties which may be infringed by the manufacture or sale of any\nCollaboration Product.\n\n      7.5  Third Party Claims in the Kirin Territory.  If a Third Party asserts\nthat a patent, trademark or other intangible right owned by it is infringed by\nany Collaboration Product in the Kirin Territory, Kirin will be solely\nresponsible for defending against any such assertions at its cost and expense.\nEach Party will give prompt written notice to the other of any such\n\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.\n\n                                       13\n\n \nclaim. Dendreon will assist in the defense of any such claim as reasonably\nrequested by Kirin, at Kirin's expense, and may retain separate counsel at its\nown expense. Prior to settling any such claim, Kirin shall consider in good\nfaith any rights and interests of Dendreon that may be adversely affected by\nsuch settlement and shall use good faith efforts to minimize such affect.\n\n      7.6  Third Party Claims in the Dendreon Territory. If a Third Party\nasserts that a patent, trademark or other intangible right owned by it is\ninfringed by any Collaboration Product in the Dendreon Territory, Dendreon will\nbe solely responsible for defending against any such assertions at its cost and\nexpense. Each Party will give prompt written notice to the other of any such\nclaim. Kirin will assist in the defense of any such claim as reasonably\nrequested by Dendreon, at Dendreon's expense, and may retain separate counsel at\nits own expense. Prior to settling any such claim, Dendreon shall consider in\ngood faith any rights and interests of Kirin that may be adversely affected by\nsuch settlement and shall use good faith efforts to minimize such affect.\n\n      7.7  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 Collaboration Product in order to practice a\nCollaboration Patent to sell such Collaboration Product as permitted in this\nAgreement, then provided that such Party shall disclose the relevant portions of\nsuch license under such Third Party patent to the other Party in English and, if\nany, the extent of any alleged infringement, such Party shall be entitled to\ndeduct [ * ] of any royalties owing to such Third Party based on the sale of\nsuch Collaboration Products under such license from amounts owing to the other\nParty, subject to a maximum royalty reduction of [ * ] of the amounts that\notherwise would be owed by such Party under this Agreement.\n\n                                   ARTICLE 8\n\n                        REPRESENTATIONS AND WARRANTIES\n\n      8.1  Each of the Parties hereby represents and warrants as follows:\n\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.\n\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 under Article 3.\n\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.\n\n                                       14\n\n \n                                   ARTICLE 9\n\n                         REPORTS, RECORDS AND SAMPLES\n\n      9.1  Sharing of Information.  Dendreon and Kirin will make available and\ndisclose to each other all Information resulting from or arising out of the work\nconducted under the Research Program during the Research Term.  All discoveries\nor inventions made by either Party resulting from or arising out of the Research\nProgram will be promptly disclosed to the other, with significant discoveries or\nadvances being communicated as soon as practical after such information is\nobtained or its significance is appreciated.  The Parties will exchange at least\nmonthly verbal or written reports in English presenting a meaningful summary of\nresearch done under this Agreement.  In addition to any presentations made to\nthe JRC, each Party will make regular presentations to the other of its research\nunder this Agreement, and additionally on an informal basis, to inform the other\nParty of the work done under this Agreement.\n\n      9.2  Materials.  The Parties intend to maintain an open and extensive\nexchange of research materials that relate to the Research Program during the\ncourse of the Research Program. Information obtained by the other Party in the\ntesting of such materials will be promptly disclosed to the Party providing the\nsample, and all such Information will be considered Information to be protected\nby both Parties under the restrictions of Article 6. ANY MATERIALS EXCHANGED\nBETWEEN THE PARTIES ARE SUPPLIED TO THE RECEIVING PARTY WITH NO WARRANTIES OF\nANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR\nFITNESS FOR A PARTICULAR PURPOSE OR THAT THEY ARE FREE FROM THE RIGHTFUL CLAIM\nOF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE. NEITHER PARTY MAKES ANY\nREPRESENTATION OR WARRANTY THAT THE USE OF ANY MATERIALS PROVIDED HEREUNDER WILL\nNOT INFRINGE ANY PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTIES.\n\n      9.3  Publicity Review.  If either Party is required by law or regulation\nto make a public disclosure or announcement concerning the Research Program or\nthis Agreement or the subject matter thereof, such Party shall give reasonable\nprior advance notice of the proposed text of such disclosure or announcement to\nthe other Party for its review and comment. The terms of this Agreement may also\nbe disclosed to: (i) Third Parties with the consent of the other Party, which\nconsent shall not be unreasonably withheld, so long as such disclosure is made\nunder a binder of confidentiality, and (ii) investors, potential investors,\nunderwriters and potential underwriters of Dendreon or Kirin, so long as such\ndisclosure is made under a binder of confidentiality.\n\n      9.4  Publications.  Each Party agrees that it shall not publish or present\nthe results of studies carried out as part of the Research Program without the\nopportunity for prior review by the other Party. Each Party shall provide to the\nother the opportunity to review any proposed abstracts, manuscripts or\npresentations (including information to be presented verbally) which relate to\nCollaboration Technology or Collaboration Products at least thirty (30) days\nprior to their intended submission for publication and such submitting Party\nagrees, upon written request\n\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.\n\n                                       15\n\n \nfrom the other Party, not to submit such abstract or manuscript for publication\nor to make such presentation until the other Party is given a reasonable period\nof time to secure patent protection for any material in such publication or\npresentation which it believes is patentable.\n\n                                  ARTICLE 10\n\n                             TERM AND TERMINATION\n\n      10.1  Term.  This Agreement shall commence as of the Effective Date and,\nunless sooner terminated as provided in this Article 10, shall continue in\neffect until the latest of: (a) the expiration of the last to expire of the\nCollaboration Patents, or (b) the date on which the Parties are no longer\nobligated to pay royalties to each other under Article 5.  In the event that,\ncommencing after the 3rd anniversary of the Start Date, Kirin decides in Kirin's\nsole discretion that the Research Program does not make adequate progress, Kirin\nmay terminate the Agreement with six (6) months prior written notice to\nDendreon.  In the case of termination by Kirin as stipulated in the preceding\nsentence, Kirin shall own the entire right, title and interest in and to the\nCollaboration Technology throughout the world, which was created, developed or\ndiscovered before such termination, and Articles 4, 5, 6, 7 and 11, and Sections\n3.3, 3.4, 9.4, 12.6 and 12.7 of the Agreement will survive such termination.\n\n      10.2  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 non-\nbreaching Party may terminate the Agreement, provided that:\n\n           (a)  if Dendreon terminates for Kirin's uncured breach, Kirin's\nobligations under Sections 5.1 shall survive termination, and Kirin is deemed to\nhave automatically granted to Dendreon an exclusive, fully-paid, irrevocable,\nsublicensable, perpetual license in the Dendreon Territory under the\nCollaboration Technology for any and all purposes, provided that Kirin retains\nthe right granted in Section 7.1 of the Agreement; and\n\n           (b)  if Kirin terminates for Dendreon's uncured breach: (i) Kirin's\nobligations under Section 5.1 shall survive termination, (ii) Dendreon shall\ncease development and commercialization of all Collaboration Products, (iii) the\nrights and licenses granted to Dendreon in Section 3.2(a) and 4.2 shall\nterminate and revert to Kirin, and (iv) Kirin may thereafter practice the\nCollaboration Technology throughout the world.\n\n      10.3  Surviving Rights.  In addition to survival of Sections and Articles\nas provided elsewhere in the Agreement, the obligations and rights of the\nParties under Articles 6, 7 and 11 and Sections 9.4, 12.6 and 12.7 of this\nAgreement will survive any termination.\n\n\n                                  ARTICLE 11\n\n                                INDEMNIFICATION\n\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.\n\n                                       16\n\n \n      11.1  Indemnification in Kirin Territory.  Kirin shall indemnify, defend\nand hold Dendreon harmless from and against any and all liability, damage, loss,\ncost (including reasonable attorneys' fees) and expense resulting from any claim\nof infringement, bodily injury or property damage (a) relating to the\ndevelopment, manufacture, use, distribution or sale of any Collaboration Product\nin the Kirin Territory, or (b) due to the negligence or willful misconduct of\nKirin or its employees or agents.\n\n      11.2  Indemnification in the Dendreon Territory.  Dendreon shall\nindemnify, defend and hold Kirin harmless from and against any and all\nliability, damage, loss, cost (including reasonable attorneys' fees) and expense\nresulting from any claim of infringement, bodily injury or property damage (a)\nrelating to the development, manufacture, use, distribution or sale of any\nCollaboration Product in the Dendreon Territory, or (b) due to the negligence or\nwillful misconduct of Dendreon or its employees or agents.\n\n                                  ARTICLE 12\n\n                                 MISCELLANEOUS\n\n      12.1  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.\n\n      12.2  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 the Field using such Party's Technology,\nbut no license to use the other Party's technology to do so is granted herein\nexpressly or by implication.\n\n      12.3  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 the failure is occasioned by government\naction, war, fire, explosion, flood, strike, lockout, embargo, act of God, or\nany other similar cause beyond the control of the defaulting Party, provided\nthat the Party claiming force majeure has exerted all Reasonable Efforts to\navoid or remedy such force majeure; provided, however, in no event shall a Party\nbe required to settle any labor dispute or disturbance.\n\n      12.4  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.\n\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.\n\n                                       17\n\n \n      12.5  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.\n\n      12.6  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):\n\n          If to Dendreon, addressed to:\n\n          Dendreon Corporation\n          3005 1st Avenue\n          Seattle, Washington 98121-1010\n          U.S.A.\n          Attention:  Christopher Henney, CEO\n          Telephone:  (206) 256-4545\n          Telecopy:   (206) 256-0571\n\n          With copy to:\n\n          Cooley Godward llp\n          Five Palo Alto Square, 4th Floor\n          Palo Alto, CA  94306\n          Attention:  Barclay James Kamb, Esq.\n          Telephone:  (650) 843-5052\n          Telecopy:   (650) 857-0663\n\n          If to Kirin, addressed to:\n\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\n\n      12.7  Dispute Resolution.  If any dispute, controversy or claim arises\nout of 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,\n\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.\n\n                                       18\n\n \ncontroversy or claim, before pursuing any other remedies available to them. If\neither Party fails or refuses to participate in such negotiations, or if, in any\nevent, the dispute, controversy or claim is not resolved to the satisfaction of\nboth Parties within the sixty (60) day period, any such dispute, controversy or\nclaim shall be settled by arbitration. Any such arbitration shall be conducted\nin accordance with the Japan-American Trade Arbitration Agreement of September\n16, 1952. The Parties agree that any such arbitration shall be conducted in the\nEnglish language in a location within the United States selected by the Party\nthat did not initiate such arbitration, and the Agreement shall be governed by\nand construed in accordance with the laws of the State of California and the\nUnited States of America. The arbitrators shall include one independent, un-\naffiliated nominee selected by each Party and a third neutral arbitrator\nselected by such nominees. The Parties agree that any arbitration panel shall\ninclude members knowledgeable as to the evaluation of biopharmaceutical\ntechnology. Judgment upon the award rendered may be entered in the highest state\nor federal court or forum, state or federal, having jurisdiction; provided,\nhowever, that the provisions of this Section 12.7 shall not apply to any dispute\nor 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.\n\n      12.8  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.\n\n      12.9  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.\n\n      12.10  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.\n\n      12.11  Entire Agreement.  This Agreement and any agreements referenced\nherein, set forth all the covenants, promises, agreements, warranties,\nrepresentations, conditions and understandings between the Parties hereto and\nsupersedes and terminates all prior agreements and understanding between the\nParties. There are no covenants, promises, agreements, warranties,\nrepresentations conditions or understandings, either oral or written, between\nthe Parties other than as set forth herein and therein. No subsequent\nalteration, amendment, change or addition to this Agreement shall be binding\nupon the Parties hereto unless reduced to writing and signed by the respective\nauthorized officers of the Parties.\n\n      12.12  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.\n\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.\n\n                                       19\n\n \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.\n\nDENDREON CORPORATION                  KIRIN BREWERY CO., LTD.\n\nBy:  \/s\/ Christopher S. Henney        By:  \/s\/ Koichiro Aramaki\n     -------------------------             -----------------------------------\n\nTitle:    President                   Title:    President, Pharm. Div.\n       -----------------------               ---------------------------------\n\n\n\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.\n\n                                       20\n<\/pre>\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":[9613,9617],"class_list":["post-42736","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__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42736","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=42736"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42736"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42736"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42736"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}