{"id":42908,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/technology-transfer-agreement-affymax-technologies-nv-glaxo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"technology-transfer-agreement-affymax-technologies-nv-glaxo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/technology-transfer-agreement-affymax-technologies-nv-glaxo.html","title":{"rendered":"Technology Transfer Agreement &#8211; Affymax Technologies NV, Glaxo Group Ltd. and Maxygen Inc."},"content":{"rendered":"<pre>                 Affymax\/Maxygen Technology Transfer Agreement\n                  By and among Affymax Technologies N.V. and\n      Glaxo Group Limited (collectively 'the Glaxo Wellcome Companies'),\n                               and Maxygen, Inc.\n\n1.0  INTRODUCTION\n\n     1.1  The parties to this Agreement are:\n\n           Affymax Technologies N.V.                      \n           Glaxo Wellcome House, Berkeley Avenue          \n           Greenford, Middlesex, United Kingdom UB6 ONN;  \n           (hereinafter referred to as 'ATNV')            \n           Glaxo Group Limited                            \n                                                          \n           Glaxo Wellcome House                           \n           Berkeley House                                 \n           Greenford, Middlesex, United Kingdom UA ONN;   \n           (hereinafter referred to as 'GGL')             \n                                                          \n           collectively 'the Glaxo Wellcome Companies' and\n                                                          \n           Maxygen, Inc.                                  \n           4001 Miranda Avenue                            \n           Palo Alto, California 94304;                   \n           (hereinafter referred to as 'Maxygen')          \n\n     1.2  The effective date of this Agreement is February 1, 1997.\n\n2.0  RECITALS\n\n     The Glaxo Wellcome Companies and Maxygen have entered into a Registration\nRights Agreement, a Securities Purchase Agreement, and a Stockholder's Agreement\nof even date (collectively, the 'Stock Agreements') which call for the issuance\nof a total of 5,460,000 shares of Maxygen Common Stock to one or more of the\nGlaxo Wellcome Companies at the closing of the transaction in exchange for the\nassignment of or license to certain intellectual property from the Glaxo\nWellcome Companies to Maxygen. Maxygen acknowledges that the Glaxo Wellcome\nCompanies would not enter into this Agreement but for the Stock Agreements. This\nAgreement is contingent upon closing of the Stock Agreements and shall become\neffective only upon the closing of the last of the Stock Agreements.\n\n________________\n    \n*    CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED 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     NOW, THEREFORE, in consideration of the premises, covenants, conditions and\nAttachments set forth herein, the parties agree as follows:\n\n3.0  ATTACHMENTS\n\n     Schedules A and B are attached and form part of this Agreement.\n\n4.0  DEFINITIONS\n\n     4.1  'Affiliate' means any entity that directly or indirectly controls, is\ncontrolled by or is under common control with a party to this Agreement. A\ncorporation or non-corporate business entity shall be regarded as in control of\nanother corporation if it owns or directly or indirectly controls at least sixty\npercent (60%) of the voting stock of the other company, or (a) in the absence of\nthe ownership of at least sixty percent (60%) of the voting stock of a\ncorporation or (b) in the case of a non-corporate business entity, if it\npossesses, directly or indirectly, the power to direct or cause the direction of\nthe management and policies of such corporation or non-corporate business\nentity, as applicable.\n\nAffiliates shall be entitled to exercise all rights of their respective party\nunder this Agreement provided that they agree in writing to be bound by the\ncorresponding obligations hereunder.\n\n     4.2  'Agreement' means this Agreement, fully executed by the parties, to\ninclude without limitation, all Attachments hereto.\n\n     4.3  'Associated Technology' means a body of Confidential Information that\nincludes trade secrets, know-how, copyrights, and other technical information\nreasonably related to the Patents and Applications set forth in Schedules A and\nB, whether such information was developed by the named inventors or others.\n\n     4.4  'Confidential Information' means that information which the Glaxo\nWellcome Companies and\/or Maxygen desire to protect against unauthorized\ndisclosure or use and which the disclosing party designates as confidential (i)\nin writing, or (ii) orally, prior to any oral disclosure of the Confidential\nInformation, and is reduced to tangible form and provided to the receiving party\npursuant to this Agreement. Confidential Information may include information of\nthird parties.\n\n     4.5  'Derogatable Improvement' shall mean any modification of the\nDerogatable Technology that is invented or developed by Maxygen prior to the\nearlier of (i) five years from the closing of this transaction or (ii) upon the\nclosing of an underwritten public offering of shares of Maxygen under which not\nless than $10 million in gross proceeds is provided to the Company and described\nin a U.S. or foreign patent or patent application, provided that such\nmodification, if unlicensed, would infringe one or more of the claims of the\nLicensed Patents and Applications.\n\n \n     4.6  'Derogatable Technology' shall include all compositions, reagents, and\nmethods described in the Licensed Patents and Applications, excluding only\nLicensed Technology and Designated Technology. Notwithstanding the foregoing,\n'Derogatable Technology' shall not include any Derogated Technology. Derogatable\nTechnology includes, but is not limited to:\n\n     (1)  gene therapy, including the optimization of vectors, such as HSV,\n          HIV, retroviral, adenoviral, and adeno-associated vectors naked DNA\n          vectors, and protein-coated vectors; and transgenes;    \n\n     (2)  vaccines, including live, dead, and attenuated bacterial vaccines;\n          live, dead, attenuated, subunit, and recombinant protein and peptide\n          viral vaccines; DNA vaccines; and diverse vectors;    \n\n     (3)  cell therapy, including cells expressing therapeutic transgenes, \n          protein, pharmaceuticals, and hormones;     \n\n     (4)  protein pharmaceuticals, including enzymes, cytokines, growth \n          factors, hormones, novel agonists and novel antagonists; and     \n\n     (5)  antibody pharmaceuticals, including whole IgGs and IgMs, Fabs, and \n          Fvs.     \n\n     4.7  'Derogated Technology' shall mean any Derogatable Technology\nspecifically encompassed within a collaborative research project that Maxygen\nhas proposed to the Glaxo Wellcome Companies and upon which the Glaxo Wellcome\nCompanies has declined to pursue a collaborative research project with Maxygen\nor upon which the parties have failed to negotiate a mutually satisfactory\nagreement within the stipulated time period, provided, that Maxygen has entered\ninto a research collaboration with a third party on such Derogated Technology on\nterms involving comparable scope and financial parameters as those proposed to\nthe Glaxo Wellcome Companies within twelve (12) months of Glaxo Wellcome\ndeclining to participate in the project. 'Derogated Technology' shall also refer\nto any Derogatable Technology specifically encompassed within a collaborative\nresearch project between Maxygen and a third party, wherein the third party\ninitially proposed, in confidence, the collaboration to Maxygen.\n    \n     4.8 'Designated Technology' shall refer to the process of Shuffling as\npracticed with mammalian or other eukaryotic cells using the compositions,\nreagents, and methods described in the Licensed Patents and Applications in the\nfield of human pharmaceuticals; provided, however, that the proteins, RNAs, or\nDNAs generated from such a process can be further manipulated, screened,\nselected, or used in other hosts. Designated Technology shall include     \n\n     (1)  the Shuffling of proteins for development of assays for drug discovery\n          and optimization, such as proteins that can be used generically in\n          various assay formats as well as proteins for use in specific assays\n          with specific classes of targets, including modified ligands, modified\n          receptors, and modified proteins in signal transduction; and      \n\n     (2)  the Shuffling of proteins for validation of drug discovery targets,\n          such as antibodies, proteins that interfere with a pathway or process,\n          and other binding proteins.    \n\nDesignated Technology shall not include:\n\n     (1)  the Shuffling of proteins, peptides, DNAs, and RNAs to be used as \n          human pharmaceuticals;     \n\n \n     (2)  generic assay technology for screening and selection; as well as\n          product-specific assay technology for screening and selection; and\n              \n\n     (3)  the Shuffling of viral sequences or mammalian plasmids or sequences \n          used for gene therapy or vaccines, or fragments or precursors thereof.\n               \n\n     4.9  'Dulbecco Patent' shall mean U.S. Patent No. 4,593,002.\n    \n     4.10 'Internal Research Purposes' shall mean that the Licensed Technology\nand Licensed Improvements will not be used in specific research that is directly\nsubject to consulting or licensing obligations to a non-profit institution\n(other than the United States Government) or to another for profit institution,\ncorporation or business entity unless written permission is obtained from the\nowner of such Licensed Technology or Licensed Improvement, provided, however,\nthat the parties shall be free to use the Licensed Technology and Licensed\nImprovements in furtherance of their own [*******] and the commercial marketing\nof their products.     \n    \n     4.11 'Licensed Improvements' shall mean any modification of the Licensed\nTechnology related to the processes of generating molecular diversity within,\non, or secreted from [*******], provided (1) that such modification is invented\nor developed by Maxygen or the Glaxo Wellcome Companies prior to the earlier of\n(i) five years from the closing of this transaction or (ii) upon the closing of\nan underwritten public offering of shares of Maxygen under which not less than\n$10 million in gross proceeds is provided to the Company and described in a U.S.\nor foreign patent or patent application and (2) that such modification, if\nunlicensed, would infringe one or more of the claims of the Licensed Patents and\nApplications.     \n\n     4.12 'Licensed Technology' shall refer to the process of Shuffling of\nproteins, RNAs, or DNAs as practiced in [*******] using the compositions,\nreagents, and methods described in the Licensed Patents and Applications in the\nfield of [*******]; provided, however, that the proteins, RNAs, or DNAs\ngenerated from such a process can be further manipulated, screened, selected, or\nused in other hosts.\n\nLicensed Technology includes but is not limited to:\n    \n     (1)  the Shuffling of proteins for [*******];     \n         \n     (2)  the Shuffling of proteins for [*******];     \n    \n     (3)  the Shuffling of [*******];      \n    \n     (4)  the Shuffling of proteins, RNAs, or DNAs [*******] and the subsequent\n          screening and selection of the modified RNAs or DNAs in other cells\n          for [*******] purposes; and     \n\n\n \n     (5)  the Shuffling of proteins, DNAs, and RNAs for Internal Research\n          Purposes only.\n\n     Licensed Technology shall not include:\n          \n     (1)  the Shuffling of proteins, peptides, DNAs, and RNAs to be used as\n         [*******];     \n        \n     (2)  generic assay technology for [*******], as well as product-specific\n          assay technology for [*******]; and     \n        \n     (3)  the Shuffling of proteins, RNAs, or DNAs [*******] using the\n          compositions, reagents, and methods described in the Licensed Patents\n          and Applications.    \n\n     4.13 Licensed Patents and Applications' are as defined in Schedule A.\n\n     4.14 'Patent,' 'Patents,' 'Patent Applications' or 'Patents and\nApplications' refer to issued U.S. Patents, pending and abandoned U.S. patent\napplications, to any division, renewal, continuation in whole or in part,\nsubstitution, conversions, reissue, prolongation or extension thereof, to all\nforeign counterparts (including patent, utility model, and industrial designs),\nand to any Letters Patent and Registrations which may hereafter be granted on\nany of the foregoing in the United States and all countries throughout the\nworld.\n\n     4.15 'Peptides-on-Plasmids Display Patents and Applications' refer to the\nPatents and Applications set forth in the attached Schedule B.\n\n     4.16 'Phage Display Patents and Applications' refer to the Patents and\nApplications set forth in the attached Schedule B.\n\n     4.17 'Polysome Display Patents and Applications' refer to the Patents and\nApplications set forth in the attached Schedule B.\n\n     4.18 'Receptor Immobilization Patent Application' refer to the Patents and\nApplications set forth in the attached Schedule B.\n\n     4.19 'Shuffling' shall mean the totality of the reiterative process of gene\nfragmentation; reassembly; amplification, if necessary; transformation; and\nscreening or selection described in the Licensed Patents and Applications.\n\n5.0  TRANSFERS\n\n     5.1  ASSIGNMENT OF PATENTS AND ASSOCIATED TECHNOLOGY\n\n \n          5.1.1  For good and valuable consideration, receipt of which is\nacknowledged by the Glaxo Wellcome Companies, the Glaxo Wellcome Companies agree\nto assign and hereby assign to Maxygen all right, title, and interest in and to\nthe Licensed Patents and Applications, including the right to claim the priority\nfrom the Patents and Applications as provided by the Paris Convention, and to\nthe Associated Technology, subject to any outstanding licenses or other rights\nprovided to Affymetrix under the Affymax\/Affymetrix Technology Transfer\nAgreement by and among Affymax N.V., Affymax Technologies, N.V., Affymax\nResearch Institute, Glaxo Group Limited, and Affymetrix, Inc., effective date,\nMarch 2, 1995 ('the Affymetrix Agreement'). The right, title and interest in and\nto these Patents and Applications is to be held and enjoyed by Maxygen and\nMaxygen's successors and assigns as fully and exclusively as it would have been\nheld and enjoyed by the Glaxo Wellcome Companies had this assignment not been\nmade, for the full term of any Letters Patent and Registrations which may be\ngranted thereon.\n\n     5.2  LICENSE OF PATENTS\n\n          5.2.1  The Glaxo Wellcome Companies hereby grant Maxygen, a perpetual,\nworldwide, royalty-free, non-exclusive license without the right to sublicense,\nto Peptides-on-Plasmids Display Patents and Applications, Polysome Display\nPatents and Applications, Phage Display Patents and Applications, the Dulbecco\nPatent, and Receptor Immobilization Patent Application. Maxygen agrees that use\nof these patents and applications shall be restricted to [*******].\n\n     5.3  LICENSED TECHNOLOGY AND LICENSED IMPROVEMENTS\n\n          5.3.1  Grant to the Glaxo Wellcome Companies\n\n                 5.3.1.1 Maxygen hereby grants and agrees to grant the Glaxo\nWellcome Companies a perpetual, worldwide, royalty-free, non-exclusive license,\nwith the right to sublicense Affiliates only, under the Licensed Patents and\nApplications and Associated Technology to make, have made and use Licensed\nTechnology for Internal Research Purposes only.\n\n                 5.3.1.2 Maxygen hereby grants and agrees to grant the Glaxo\nWellcome Companies a perpetual, worldwide, royalty-free, non-exclusive license,\nwith the right to sublicense Affiliates only, to make, have made, and use\nLicensed Improvements for Internal Research Purposes only.\n\n                 5.3.1.3 Notwithstanding the foregoing, if any Licensed\nImprovement is derived from a collaboration between Maxygen and an independent\nthird party, whereby Maxygen does not have the right to license such Licensed\nImprovement outside \n\n \nof the collaboration, then Maxygen shall have no obligation to license or\notherwise make available such Improvement to the Glaxo Wellcome Companies.\n   \n                 5.3.1.4 Maxygen hereby grants and agrees to grant the Glaxo\nWellcome Companies a perpetual, worldwide, royalty-free, non-exclusive license,\nwith the right to sublicense Affiliates only, under the Licensed Patents and\nApplications, to make, have made, and use the [*******] for Internal Research\nPurposes only.    \n\n                 5.3.1.5 Upon the request of the Glaxo Wellcome Companies,\nMaxygen shall grant a license to an Affiliate of the Glaxo Wellcome Companies\nupon the terms set forth herein provided that the Glaxo Wellcome Companies shall\nguarantee the performance of such licensee.\n\n     \n          5.4.1  Grant to Maxygen\n\n                 5.4.1.1 The Glaxo Wellcome Companies hereby grant and agree to\ngrant the Maxygen a perpetual, worldwide, royalty-free, non-exclusive license,\nwithout the right to sublicense, to make, have made and use Licensed\nImprovements for Internal Research Purposes only.\n\n                 5.4.1.2 Notwithstanding the foregoing, if any Licensed\nImprovement is derived from a collaboration between any of the Glaxo Wellcome\nCompanies and an independent third party, whereby such Glaxo Wellcome Company\ndoes not have the right to license such Licensed Improvement outside of the\ncollaboration, then the Glaxo Wellcome Companies shall have no obligation to\nlicense or otherwise make available such Improvement to Maxygen.\n\n     5.5  RIGHT OF FIRST NEGOTIATION FOR LICENSED TECHNOLOGY AND LICENSED\nIMPROVEMENTS\n   \n          5.5.1 Maxygen grants and agrees to grant the Glaxo Wellcome Companies\na right of first negotiation for any collaborative project to develop Licensed\nTechnology and Licensed Improvements in the field of human pharmaceuticals.\nNotwithstanding the foregoing, this right of first negotiation shall not extend\nto collaborative projects proposed by third parties in confidence to Maxygen.\nThis right will terminate upon the earlier of five years from the closing of the\ntransaction or upon an underwritten public offering of shares of Maxygen under\nwhich not less than $10 million in gross proceeds is provided to the Company.\nThis proposal for a collaborative research project shall include, at a minimum,\na description of the scope of the research, the financial parameters of the\nproject, and the required nonfinancial contributions of the collaborator.    \n\n \n    \n          5.5.2  If the Glaxo Wellcome Companies wish to pursue such a\ncollaborative project with Maxygen, then the Glaxo Wellcome Companies and\nMaxygen agree that the parties will diligently and in good faith, negotiate the\nterms and conditions of a collaborative research agreement and shall make a good\nfaith effort to conclude such license agreement within five months of\nreceipt of the Maxygen proposal by the Glaxo Wellcome Companies. If the Glaxo\nWellcome Companies decide not to pursue such a collaborative project, then they\nshall promptly inform Maxygen of such a decision.    \n   \n          5.5.3  In the event that the Glaxo, Wellcome Companies decide not to\npursue a proposal of Maxygen as contemplated above or that the parties are\nunable to negotiate a mutually satisfactory agreement within five months of\nreceipt of the Maxygen proposal by the Glaxo Wellcome Companies, Maxygen shall\nbe free to seek a third party sponsor of the project. If Maxygen enters into a\nresearch collaboration with a third party on terms involving, comparable scope\nand financial parameters as those proposed to the Glaxo Wellcome Companies\nwithin twelve months of the Glaxo Wellcome Companies declining to participate\nin the project or the failure of the parties to negotiate a mutually\nsatisfactory agreement within the stipulated time period, then the Glaxo\nWellcome Companies right to first negotiation for a collaborative project to\ndevelop the Licensed Technology and Licensed Improvements specifically\nencompassed within such proposal shall terminate.    \n   \n          5.5.4 If, however, Maxygen has not entered into a third party\ncollaboration on such project within twelve months of the Glaxo Wellcome\nCompanies declining to participate in the project or the failure of the parties\nto negotiate a mutually satisfactory agreement within the stipulated time\nperiod, then the Glaxo Wellcome Companies shall again have a right of first\nnegotiation for any collaborative project to develop the Licensed Technology and\nLicensed Improvements encompassed within such proposal and Maxygen shall be\nobligated to present any collaborative project to develop such Licensed\nTechnology and Licensed Improvements in the field of human pharmaceuticals to\nthe Glaxo Wellcome Companies prior to seeking a third party partner.    \n   \n          5.5.5 Notwithstanding the foregoing, in the event that Maxygen enters\ninto a research collaboration with a third party to Licensed Technology and\nLicensed Improvements in the field of human pharmaceuticals, wherein the third\nparty initially proposed, in confidence, the collaboration to Maxygen, then the\nGlaxo Wellcome Companies agree that the Glaxo Wellcome Companies right to first\nnegotiation for a collaborative project to develop the Licensed Technology and\nLicensed Improvements specifically encompassed within such collaboration shall\nterminate.    \n\n     5.6  RIGHT OF FIRST NEGOTIATION FOR DESIGNATED TECHNOLOGY\n   \n          5.6.1 Maxygen will grant the Glaxo Wellcome Companies a right of first\nnegotiation for any collaborative project to develop Designated Technology in\nthe field of human pharmaceuticals. Notwithstanding the foregoing, this right of\nfirst negotiation    \n\n \nshall not extend to collaborative projects proposed by third parties in\nconfidence to Maxygen. This right will terminate upon the earlier of five years\nfrom the closing of the transaction or upon an underwritten public offering of\nshares of Maxygen under which not less than $10 million in gross proceeds is\nprovided to the Company. This proposal for a collaborative research project\nshall include, at a minimum, a description of the scope of the research, the\nfinancial parameters of the project, and the required non-financial\ncontributions of the collaborator.\n    \n          5.6.2  If the Glaxo Wellcome Companies wish to pursue such a\ncollaborative project with Maxygen, then the Glaxo Wellcome Companies and\nMaxygen agree that the parties will diligently and in good faith, negotiate the\nterms and conditions of a collaborative research agreement and shall make a good\nfaith effort to conclude such license agreement within five months of\nreceipt of the Maxygen proposal by the Glaxo Wellcome Companies. If the Glaxo\nWellcome Companies decide not to pursue such a collaborative project, then they\nshall promptly inform Maxygen of such a decision.     \n   \n          5.6.3  In the event that the Glaxo Wellcome Companies decide not to\npursue a proposal of Maxygen as contemplated above or that the parties are\nunable to negotiate a mutually satisfactory agreement within five months of\nreceipt of the Maxygen proposal by the Glaxo Wellcome Companies, Maxygen shall\nbe free to seek a third party sponsor of the project. If Maxygen enters into a\nresearch collaboration with a third party on terms involving comparable scope\nand financial parameters as those proposed to the Glaxo Wellcome Companies\nwithin twelve months of the Glaxo Wellcome Companies declining to participate in\nthe project or the failure of the parties to negotiate a mutually satisfactory\nagreement within the stipulated time period, then the Glaxo Wellcome Companies\nright to first negotiation for a collaborative project to develop the Designated\nTechnology specifically encompassed within such proposal shall terminate.    \n   \n          5.6.4 If, however, Maxygen has not entered into a third party\ncollaboration on such project within twelve months of the Glaxo Wellcome\nCompanies declining to participate in the project or the failure of the parties\nto negotiate a mutually satisfactory agreement within the stipulated time\nperiod, then the Glaxo Wellcome Companies shall again have a right of first\nnegotiation for any collaborative project to develop the Designated Technology\nencompassed within such proposal and Maxygen shall be obligated to present any\ncollaborative project to develop such Designated Technology in the field of\nhuman pharmaceuticals to the Glaxo Wellcome Companies prior to seeking a third\nparty partner.    \n   \n          5.6.5 Notwithstanding the foregoing, in the event that Maxygen enters\ninto a research collaboration with a third party to Designated Technology in the\nfield of human pharmaceuticals wherein the third party initially proposed, in\nconfidence, the collaboration to Maxygen, then the Glaxo Wellcome Companies\nagree that the Glaxo Wellcome Companies right to first negotiation for a\ncollaborative project to develop the     \n\n \nDesignated Technology specifically encompassed within such collaboration shall\nterminate.\n\n     5.7  RIGHT OF FIRST NEGOTIATION FOR DEROGATABLE TECHNOLOGY AND DEROGATABLE\n          IMPROVEMENTS\n   \n          5.7.1 Maxygen will grant the Glaxo Wellcome Companies a right of first\nnegotiation for any collaborative project to develop Derogatable Technology or\nDerogatable Improvements in the field of human pharmaceuticals. Notwithstanding\nthe foregoing, this right of first negotiation shall not extend to collaborative\nprojects proposed by third parties in confidence to Maxygen. This right will\nterminate upon the earlier of five years from the closing of the transaction or\nupon an underwritten public offering of shares of Maxygen under which not less\nthan $10 million in gross proceeds is provided to the Company. This proposal for\na collaborative research project shall include, at a minimum, a description of\nthe scope of the research, the financial parameters of the project, and the\nrequired nonfinancial contributions of the collaborator.    \n   \n          5.7.2  If the Glaxo Wellcome Companies wish to pursue such a\ncollaborative project with Maxygen, then the Glaxo Wellcome Companies and\nMaxygen agree that the parties will diligently and in good faith, negotiate the\nterms and conditions of a collaborative research agreement and shall make a good\nfaith effort to conclude such license agreement within five months of receipt of\nthe Maxygen proposal by the Glaxo Wellcome Companies. If the Glaxo Wellcome\nCompanies decide not to pursue such a collaborative project, then they shall\npromptly inform Maxygen of such a decision.    \n   \n          5.7.3  In the event that the Glaxo Wellcome Companies decide not to\npursue a proposal of Maxygen as contemplated above or that the parties are\nunable to negotiate a mutually satisfactory agreement within five months of\nreceipt of the Maxygen proposal by the Glaxo Wellcome Companies, then Maxygen\nshall be free to seek a third party sponsor of the project. If Maxygen enters\ninto a research collaboration with a third party on terms involving comparable\nscope and financial parameters as those proposed to the Glaxo Wellcome Companies\nwithin twelve months of the Glaxo Wellcome Companies declining to participate in\nthe project or the failure of the parties to negotiate a mutually satisfactory\nagreement within the stipulated time period, then the Glaxo Wellcome Companies\nright to first negotiation for a collaborative project to develop the\nDerogatable Technology or Derogatable Improvements specifically encompassed\nwithin such proposal shall terminate and the Derogatable Technology and\nDerogatable Improvements specifically encompassed within such proposal shall be\ndeemed Derogated Technology and Derogated Improvements, respectively.    \n   \n          5.7.4  If, however, Maxygen has not entered into a third party\ncollaboration on such project within twelve months of the Glaxo Wellcome\nCompanies declining to participate in the project or the failure of the parties\nto negotiate a mutually satisfactory agreement within the stipulated time\nperiod, then such Derogated Technology or     \n\n \n   \nDerogated Improvements shall again be deemed Derogatable Technology or\nDerogatable Improvements, respectively, and the Glaxo Wellcome Companies shall\nagain have a right of first negotiation as set forth above to such Derogatable\nTechnology and to such Derogatable Improvements and Maxygen shall be obligated\nto present any collaborative project to develop such Derogatable Technology and\nDerogatable Improvements in the field of human pharmaceuticals to the Glaxo\nWellcome Companies prior to seeking a third party for a collaborative partner\nbased on such Derogatable Technology and Derogatable Improvements in the field\nof human pharmaceuticals.    \n   \n          5.7.5 Notwithstanding the foregoing, in the event that Maxygen enters\ninto a research collaboration with a third party to develop Derogatable\nTechnology or Derogatable Improvements in the field of human pharmaceuticals,\nwherein the third party initially proposed, in confidence, the collaboration to\nMaxygen, then the Glaxo Wellcome Companies agree that the Glaxo Wellcome\nCompanies right to first negotiation for a collaborative project to develop the\nDerogatable Technology or Derogatable Improvements specifically encompassed\nwithin such collaboration shall terminate and the Derogatable Technology and\nDerogatable Improvements specifically encompassed within such collaboration\nshall be deemed Derogated Technology and Derogated Improvements,\nrespectively.    \n\n          5.7.6  The Glaxo Wellcome Companies shall have no rights to the\nDerogatable Technology and Derogatable Improvements except as otherwise provided\nin this section.\n\n     5.8  ASSOCIATED TECHNOLOGY\n\n     Each party agrees that the other party shall not be prevented from using\nany Associated Technology of one party which Associated Technology was\nrightfully acquired by the other party under this Technology Transfer Agreement,\nprovided that such use does not (1) result in improper disclosure or misuse of\nConfidential Information or (2) make use of rights to Patents and Applications\nwhich rights are not expressly provided by this Agreement. Each party further\nagrees to maintain such Associated Technology as Confidential Information with\nthe same degree of care that it exercises with respect to its own information of\nlike import, but in no event less than reasonable care.\n\n\n     5.9  TRADEMARKS\n\n          5.9.1  For good and valuable consideration, receipt of which is hereby\nacknowledged by the Glaxo Wellcome Companies, the Glaxo Wellcome Companies\nhereby assigns to Maxygen all right, title, and interest to the marks MAXYGEN,\nSHUFFLING, MOLECULAR BREEDING, and SEXUAL PCR, including all goodwill associated\ntherewith. Maxygen shall be responsible for any and all future expenses\nassociated with registration and\/or prosecution of these marks. The rights of\n\n \nMaxygen at common law and\/or to the end of the term or terms of which\nregistration of the mark may be granted or renewed are to be enjoyed by Maxygen\nfor Maxygen's own use and enjoyment, and for the use and enjoyment of its\nsuccessors, assigns and other legal representatives, as fully and entirely as\nthe same would have been held and enjoyed by the Glaxo Wellcome Companies if\nthis assignment and sale had not been made; including all claims for royalties\nfor licensing of the marks provided in this section and damages by reason of\npast infringement(s) of these marks, with the right to sue for and collect the\nsame for its own use and benefit, for the use, benefit and on behalf of its\nsuccessors, assigns and other legal representatives.\n\n     5.10 Except as expressly provided herein, the licensing, assignment or\nother conveyance of rights under this Agreement shall not be construed as\nconferring any rights, license or title, express or implied, in or to any\nPatents and Applications or Associated Technology.\n\n6.0  TERM AND TERMINATION\n\n     6.1  Term. The term of this Agreement shall commence on the Effective Date\nand shall continue in force until terminated upon the expiration of the \nlast-to-expire of the Licensed Patents and Applications unless terminated\nearlier as set forth below.\n\n     6.2  Termination for Material Breach. If either party fails to comply with\nany of the material terms and conditions of this Agreement, the other party may\nterminate this Agreement upon sixty (60) days' written notice to the defaulting\nparty specifying any such breach unless within the period of such notice, all\nbreaches specified therein shall have been remedied, or unless the breach is one\nwhich, by its nature, cannot be fully remedied in sixty (60) days, but the\nbreaching party has undertaken reasonable, good faith efforts toward remedying\nthe breach within such sixty (60) days, and continues to use reasonable, good\nfaith, and diligent efforts to promptly remedy the breach.\n\n          A material breach includes but is not limited to either party's\nfailure to comply with the provisions prohibiting disclosure or unauthorized use\nof Confidential Information.\n\n     6.3  Effect of Termination. Upon termination of the Agreement, as provided\nin Section 6.2, all licenses granted by the nonbreaching party to the other\nparty under this Agreement shall terminate and all other rights granted by the\nnonbreaching party to the other party shall revest in the nonbreaching party.\n\n     6.4  Survival. The provisions of the following sections and paragraphs\nshall survive expiration or termination of this Agreement: Section 4.0\n('Definitions'); Paragraph 10.8 ('Notices'); Paragraph 6.3 ('Effect of\nTermination'); Section 7.0 ('Confidential Information'); Section 8.0\n('Warranties and Disclaimer of Warranties'); and Section 9.0 ('Limitations of\nLiability').\n\n \n7.0  CONFIDENTIAL INFORMATION\n\n     7.1  Restrictions. Each party will hold in confidence any Confidential\nInformation received by it from the other and will protect the confidentiality\nof such with the same degree of care that it exercises with respect to its own\ninformation of like import, but in no event less than reasonable care.\n\n     7.2  Exceptions. Notwithstanding any provisions herein concerning \nnon-disclosure and non-use of the Confidential Information, the obligations of\nthe above Paragraph will not apply to any portion of the Confidential\nInformation which:\n\n            (a) is now or which hereafter through no act or failure to act on\nthe part of the receiving party becomes generally known without restriction on\ndisclosure;\n\n            (b) is hereafter furnished to the receiving party by a third party\nas matter of right without restriction on disclosure;\n\n            (c) is independently developed by the receiving party without the\nuse of the Confidential Information;\n\n            (d) is disclosed to others by the party owning the Confidential\nInformation without restriction.\n\n            (e) is required to be disclosed by the receiving party pursuant to a\nlegal, judicial, or administrative procedure, or is otherwise required by law;\nproviding the party required to disclose the Confidential Information gives the\nparty owning the Confidential Information notice of the proposed disclosure with\nsufficient time to seek relief and that such disclosure, if made, is made in a\nfashion as to maximize the protection of the information from further\ndisclosure;\n\n            (f) is already known to the receiving party without restriction on\ndisclosure; or\n\n            (g) is approved for release or use without restriction by written\nauthorization of an officer of the party owning the Confidential Information.\n\n     7.3  Advising Employees and Suspected Violations. Each party will inform\nits employees having access to the Confidential Information of such party's\nlimitations, duties, and obligations regarding non-disclosure and copying of the\nConfidential Information and will obtain their agreement, whether by means of\nexisting or new agreements, to comply with those limitations, duties, and\nobligations. Each party will provide notice to the other party immediately after\nlearning of, or having reason to suspect, a breach of any of the confidential\nrestrictions set forth in this section.\n\n \n     7.4  Independent Development. Each party understands that the other party\nmay develop information internally, or receive information from third parties,\nthat may be similar to Confidential Information. Accordingly, nothing in this\nAgreement will be construed as a representation or inference that each party\nwill not develop or acquire products, for itself or others, that compete with\nthe products, systems, or methods contemplated by the other party's Confidential\nInformation, provided that the party has not done so in breach of this\nAgreement.\n\n8.0  WARRANTIES AND DISCLAIMER OF WARRANTY\n\n     8.1  Right to Enter into Agreement. The parties warrant that they have the\nright and power to enter into this Agreement and to convey the rights granted\nherein.\n\n     8.2  DISCLAIMER OF WARRANTY. EXCEPT AS PROVIDED IN THIS SECTION, NEITHER\nPARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES. WARRANTIES DISCLAIMED INCLUDE,\nBUT ARE NOT LIMITED TO, THE WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS\nFOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE\nPRACTICE. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS\nAGREEMENT WILL BE BINDING UPON EITHER PARTY AS A WARRANTY OR OTHERWISE.\n\n     8.3  Nothing in this Agreement shall be construed as:\n\n           (i)   a warranty or representation by either Party as to the\nvalidity or scope of any Licensed Patent; or\n\n           (ii)  a warranty or representation that anything made, use, sold or\notherwise disposed of under any license granted in this Agreement is or will be\nfree from infringement of patents of third parties; or\n\n           (iii) a requirement that either Party shall file any patent\napplication, secure any patent, or maintain any patent in force; or\n\n           (iv)  an obligation to bring or prosecute actions or suits against\nthird parties for infringement; or\n\n           (v)   an obligation to furnish any manufacturing or technical\ninformation or training; or\n\n           (vi)  conferring a right to use in advertising, publicity, or\notherwise any trademark or tradename of either Party\n\n \n9.0  LIMITATIONS OF LIABILITY\n\n     9.1  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST\nREVENUES OR PROFITS OR OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL\nDAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF\nTHE POSSIBILITY OF SUCH DAMAGES.\n\n10.0 MISCELLANEOUS\n\n     10.1 Force Majeure. Neither party will be deemed in default of this\nAgreement to the extent that performance of its obligations or attempts to cure\nany breach are delayed or prevented by reason of any act of god, fire, natural\ndisaster, accident, act of government, or any other cause beyond the control of\nsuch party ('Force Majeure'), provided that such party gives the other party\nwritten notice thereof, and uses good faith efforts to so perform or cure. In\nthe event of such a Force Majeure, the time for performance or cure will be\nextended for a period equal to the Force Majeure, but in no event more than six\n(6) months.\n\n     10.2 Governing Law. This Agreement is deemed entered into in the state of\nCalifornia and will be governed and construed in all respects according to the\nlaws of California as such laws are applied to agreements between California\nresidents entered into and entirely performed within California (except that\nbody of law controlling conflict of laws). Any litigation or other dispute\nresolution between the parties, relating to this Agreement will take place in\nSanta Clara County, California. By executing this Agreement, the parties consent\nto personal jurisdiction of, and venue within the state and federal courts\nwithin that country.\n\n     10.3 Arbitration of Disputes. Any controversy or claim arising out of or\nrelating to this Agreement, or the breach thereof, will be settled by\narbitration before a single arbitrator, and judgment upon the award rendered by\nthe arbitrator may be entered in any court having jurisdiction thereof. The\narbitration will take place in Palo Alto, California. The arbitration will be\nconducted in the English language, and each party will bear its own expenses and\nattorneys fees connected with the arbitration regardless of the outcome.\n\n          If the parties cannot agree on a single arbitrator, each party will\nappoint an arbitrator, and the two appointed arbitrators will appoint a third\nneutral arbitrator, whereupon the arbitration will take place before the three\narbitrators, so appointed.\n\n     10.4 Severability. If any provision of this Agreement, or the application\nthereof, will for any reason and to any extent be determined by a court of\ncompetent jurisdiction to be invalid or unenforceable under applicable law, the\nremaining provisions of this Agreement will be interpreted so as best to\nreasonably effect the intent of the parties. The\n\n \nparties further agree to replace any such invalid or unenforceable provisions\nwith valid and enforceable provisions designed to achieve, to the extent\npossible. The business purposes and intent of such invalid and unenforceable\nprovisions.\n\n     10.5 Relationship to the Parties. No employees, consultants, contractors,\nor agents of one party are agents, employees, franchisees, or joint ventures of\nthe other party, nor do they have any authority to bind the other party by\ncontract or otherwise to any obligation. They will not represent to the\ncontrary, either expressly, implicitly, or otherwise.\n\n     10.6 Assignment. Neither party will assign this Agreement to a third party\nwithout the other party's prior written approval, except to a third party\npursuant to a merger, sale of all or substantially all of the business of which\nthis Agreement is a part, or other corporate reorganization.\n\n     10.7 Successors and Assigns. This Agreement will be binding upon and inure\nto the benefit of the parties hereto and to their respective successors and\nassigns, subject to the provisions of Paragraph 10.6.\n\n     10.8 Notices. All notices required hereunder must be in writing and\ndelivered either in person or by a means evidenced by a delivery receipt, to the\naddress specified in this Agreement or as otherwise notified in writing. Such\nnotice will be effective upon receipt.\n\n          Notices to the Glaxo Wellcome Companies will be to the attention of:\n\n\nAffymax N.V. and Affymax Technologies N.V.   Via Facsimile 011-44-181-966-8838\nc\/o Dr. Alan Hesketh                            Confirmation by DHL Courier\nManager, Intellectual Property Department\nGlaxo Wellcome plc\nGlaxo House, Berkeley Avenue\nGreenford, Middlesex, United Kingdom UB6 ONN\n \nDr. Gordon Ringold                              Via Facsimile (415) 424-0832\nChief Executive Officer                      Confirmation by Registered Mail\nAffymax Research Institute\n4001 Miranda Avenue\nPalo Alto, CA 94304\n\n          Notices to Maxygen will be to the attention of:\n\nDr. Alejandro Zaffaroni                      Via Facsimile (415) 424-0832\nChief Executive Officer                      Confirmation by Registered Mail\nMaxygen, Inc.\n\n \n4001 Miranda Avenue\nPalo Alto, CA 94304\n \n     10.9  No Waiver. Failure by either party to enforce any provision of this\nAgreement will not be deemed a waiver of future enforcement of that or any other\nprovision.\n\n     10.10 No Rights in Third Parties. This Agreement is made for the benefit of\nthe parties, and not for the benefit of any third parties unless otherwise\nagreed to by the parties.\n\n     10.11 Headings. The headings and captions used in this Agreement are used\nfor convenience only and are not to be considered in construing or interpreting\nthis Agreement.\n\n     10.12 Construction. This Agreement has been negotiated by the parties and\nby their respective counsel. This Agreement will be fairly interpreted in\naccordance with its terms and without any strict construction in favor of or\nagainst either party.\n\n     10.13 Entire Agreement. This Agreement, including all Attachments hereto,\nrepresents the entire understanding and agreement of the parties with respect to\nthe subject matter of the Agreement, and supersedes all prior or contemporaneous\nunderstandings and agreements, whether written or oral, except as specifically\nprovided in this Agreement. Unless otherwise provided herein, this Agreement may\nnot be modified, amended, rescinded, or waived, in whole or part except by a\nwritten instrument signed by the duly authorized representatives of both\nparties.\n\n \n11.0 EXECUTION BY THE PARTIES\n\n          IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their duly authorized representatives. This Agreement may be\nexecuted in one or more counterparts, each of which will be deemed an original,\nbut all of which will constitute but one and the same instrument.\n\n\nAffymax Technologies N.V.\n\nBy: \/s\/ Adrian Hennah\nName:   Adrian Hennah\nTitle:  Director\nDate:   March 12, 1997\n\n\nGlaxo Group Limited\n\nBy: \/s\/ Stephen J. Cowden\nName:   Stephen J. Cowden\nTitle:  Company Secretary\nDate:   March 12, 1997\n\nMaxygen, Inc.\n\nBy: \/s\/ Alejandro Zaffaroni\nName:   Alejandro Zaffaroni\nTitle:  President\nDate:\n\n \n                                  SCHEDULE A\n\nFor the purposes of this term sheet, 'Licensed Patents and Applications' shall\nbe defined as the following patents and applications:\n\n   \n1.    U.S. Serial No. 08\/198,431        filed February 17, 1994\n2.    U.S. Serial No. 08\/537,874        filed October 30, 1995\n3.    U.S. Serial No. 08\/564,955        filed November 30, 1995\n4.    U.S. Serial No. 08\/621,859        filed March 25, 1996\n5.    U.S. Serial No. 08\/621,430        filed March 25, 1996\n6.    U.S. Serial No. 08\/650,400        filed May 20, 1996\n7.    PCT\/US95\/02126                    filed February 17, 1995 and    \n     \n      National Phase counterparts:     \n    \n      a)    Australia Appln. No. 29714\/95;\n      b)    Canada Appln. No. 2,182,393;\n      c)    China Appln. No. 95191679.3;\n      d)    Europe Appln. No. 95911826.6;\n      e)    Japan Appln. No. 7-521977;\n      f)    Korea Appln. No. 96-704465;\n      g)    Russia Appln. No. 96118426     \n    \n8.    U.S. Serial No. 08\/721,824        filed September 27, 1996\n9.    U.S. Serial No. 08\/722,660        filed September 27, 1996\n10.   Townsend &amp; Townsend file          filed December 2, 1996\n      No. 16528J-014613PCT, entitled 'Methods for generating\n      polynucleotides having desired characteristics by iterative selection and\n      recombination'                   \n    \n11.   Townsend &amp; Townsend file filed December 18, 1996\n      No. 16528J-0202500, entitled 'Methods and compositions for polypeptide \n      engineering'     \n    \n12.   U.S. Serial No. 08\/425,684        filed April 18, 1995\n13.   U.S. Serial No. 08\/675,502        filed July 3, 1996\n14.   PCT\/US96\/05480                    filed April 18, 1996     \n    \n15.   Provisional Application           filed January    , 1997    \n      Townsend &amp; Townsend file No. 018907-0207-OOUS, entitled 'Recursive \n      sequence recombination between libraries of fragments and cellular genomes\n      of evolving whole cells and organisms'    \n    \n16.   All rights of Glaxo Wellcome Companies relating to Shuffling Patents and \n      Applications under the Affymax\/Affymetrix Technology Transfer \n      Agreement; effective date, March 2, 1995.    \n\n \n                                  SCHEDULE B\n\nFor the purposes of this term sheet, the patents and patent applications related\nto various peptide display technologies shall be defined as the following\npatents and applications:\n\n    \nPeptides-on-Plasmids Display-Patents and Applications     \n----------------------------------------------------\n    \n1.  U.S. Patent No. 5,270,170\n2.  U.S. Patent No. 5,338,665\n3.  European Patent Application No. 93908777.1\n4.  U.S. Patent No. 5,498,530\n5.  U.S. Serial No. 08\/548,540     filed October 26, 1995\n6.  PCT Patent Application No. US96\/09809     \n    \nPolysome Display Patents and Applications     \n-----------------------------------------\n    \n1.  U.S. Serial No. 08\/300,262     filed September 2, 1994     \n    \n2.  U.S. Serial No. 08\/586,176     filed January 17, 1996      \n    \nPhage Display Patents and Applications     \n--------------------------------------\n    \n1.  U.S. Patent No. 5,427,908\n2.  European Patent Application No. 91908963.1\n3.  Japan Patent Application No. 3-508896\n4.  U.S. Serial No. 08\/376,326     filed January 20, 1995\n5.  U.S. Serial No. 08\/450,754     filed May 25, 1995\n6.  U.S. Serial No. 07\/541,108     filed June 20, 1990\n7.  U.S. Patent No. 5,432,018\n8.  European Patent Application No. 91913221.7\n9.  Japan Patent Application No. 3-512623\n10. Australian Patent No. 663,055\n11. Canada Patent No. 2,084,411\n12. U.S. Serial No. 08\/465,295    filed June 5, 1995\n13. U.S. Serial No. 08\/463,390    filed June 5, 1995\n14. U.S. Serial No. 08\/465,484    filed June 5, 1995\n15. U.S. Serial No. 08\/466,653    filed June 6, 1995     \n    \nDulbecco Patent     \n---------------\n    \n1.  U.S. Patent No. 4,593,002     \n    \nReceptor Immobilization Patent Application     \n-----------------------------------------\n    \n1.  U.S. Serial No. 08\/309,345    filed September 19, 1994 as a file wrapper \n    continuation of U.S. Serial No. 07\/947,339, filed September 18, \n    1992     \n\n \n                                MODIFICATION TO\n                          AFFYMAX\/MAXYGEN TECHNOLOGY\n                              TRANSFER AGREEMENT\n\n     This modification to the Affymax\/Maxygen Technology Transfer Agreement (the\nAgreement), is made by and between Affymax Technologies N.V. and Glaxo Group\nLimited, each of which is a corporation having a registered address at Glaxo\nWellcome House, Berkeley Avenue, Greenford, Middlesex, United Kingdom\n(collectively referred to as 'the Glaxo Wellcome Companies') and Maxygen, Inc.,\na Delaware corporation having an address at 3410 Central Expressway, Santa\nClara, CA 95051 (referred to as 'Maxygen') and shall have an effective date of\nMarch 1, 1998.\n\n1.0      Definitions\n         -----------\n         \n     'Antibodies on Phage Patents and Applications'' refer to the following\n     Patents and Applications: US Patent No. 5,427,908; European Patent\n     Application No. 91908963.1; and Japan Patent Application No. 3-508896     \n\n     'Modification Agreement' shall refer to this agreement.\n\n2.0      Modification of Article 5.2\n         ---------------------------\n\n     Article 5.2 of the Agreement is hereby modified in its entirety to read as\n     follows:\n         \n     5.2.1   The Glaxo Wellcome Companies hereby grant Maxygen a perpetual,\n             worldwide, royalty-free, non-exclusive license, without the right\n             to sublicense, to Peptides-on-Plasmids Display Patents and\n             Applications, Polysome Display Patents and Applications, Phage\n             Display Patents and Applications, the Dulbecco Patent, and Receptor\n             Immobilization Patent Application. Maxygen agrees that use of these\n             patents and applications shall be [*******]. Maxygen further agrees\n             that Maxygen shall not enter into a research collaboration with a\n             third party, or conduct research on behalf of a third party, for\n             the purpose of developing reagents for commercial use in the\n             Diagnostic Field and using antibodies on phage technology as\n             claimed in the Antibody on Phage Patents and Applications.\n             Notwithstanding the foregoing, such restriction shall apply only in\n             those countries in which the Antibody on Phage Patents have\n             issued.     \n        \n     5.2.2   For purposes of this Modification Agreement, 'Diagnostic Field'\n             shall mean the [*******].    \n\n3.0  Miscellaneous\n     -------------\n\n     The terms of the Agreement not specifically modified by this Modification\nAgreement shall continue in effect.\n\n\n \n4.0    Execution by the Parties\n       ------------------------\n\n     IN WITNESS WHEREOF, the parties have caused this Modification Agreement to\nbe executed by their duly authorized representatives. This Modification\nAgreement may be executed in one or more counterparts, each of which will be\ndeemed an original, but all of which will constitute but one and the same\ninstrument.\n\nAffymax Technologies N.V.\n\nBy: \/s\/ Alan Baxter\nName:   Alan Baxter\nTitle:  Managing Director\nDate:   November 13, 1998\n\n\nGlaxo Group Limited\n\nBy: \/s\/ S M Bicknell\nName:   S M Bicknell\nTitle:  Assistant Secretary\nDate:   May 11, 1998\n\nMaxygen, Inc.\n\nBy: \/s\/ Russell J. Howard\nName:   Russell J. Howard\nTitle:  President &amp; CEO\nDate:   October 7, 1998\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7645,8151],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9613,9616],"class_list":["post-42908","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-glaxosmithkline-plc","corporate_contracts_companies-maxygen-inc","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42908","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=42908"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42908"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42908"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42908"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}