EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter referred to as this Agreement), effective as March 1, 2014 (the Effective Date), is entered into by and between Advantagene, Inc., a corporation duly incorporated under the laws of Delaware and having a place of business at 440 Lexington Street, Auburndale, MA (Licensor), and Ventagen, LLC., a Massachusetts limited liability company, having a place of business at 160 Paulson Road, Waban MA (the Company).
WHEREAS, Licensor is the sole owner of all right, title and interest in the Technology (as defined herein), the Patent Rights (as defined herein), and Know How (as defined herein) related thereto;
WHEREAS, the Licensor licensed certain rights to the Technology for development and commercialization in Mexico and Central America to Ellka Holding, LLC d/b/a Advantagene Holdings, LLC (AHI) on or about February, 2014 (the Original License);
WHEREAS, the Licensor and AHI have terminated the Original License contemporaneously with the execution of this Agreement and the Original License is no longer in force and effect; and
WHEREAS, the Company wishes to acquire the Technology for development and commercialization in Mexico and Central America and the Licensor wants to enable the Company to do so pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:
Article 1 Definitions
For the purposes of this Agreement, the following words and phrases shall have the following meanings:
means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least [***] percent ([***]%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.
means, with respect to the United States, the FDCA (as defined below), all regulations promulgated thereunder, and all other applicable laws, rules, regulations and guidelines within the Territory that apply to the import, export, research and development, manufacture, marketing, distribution, or