Termination of License Agreement Between University of Birmingham, Intracell Vaccine Limited, and Vaccine Research Trust

Summary

This agreement ends the license granted by the University of Birmingham to Intracell Vaccine Limited for an HIV vaccine. Intracell agrees to return all rights to the vaccine to the University and terminate any sub-licenses, especially with HIV-VAC Inc. The University waives outstanding payments if Intracell tries to recover certain patent costs from HIV-VAC Inc and passes any recovered funds to the University. If Intracell cannot recover the funds, Vaccine Research Trust will attempt to pay if it raises enough money. The University is then free to license the vaccine to others. The agreement is effective December 1, 2007.

EX-10.14 4 grupo10k093010ex1014.txt TERMINATION OF LICENSE AGREEMENT Exhibit 10.14 TERMINATION OF LICENCE AGREEMENT By and Between THE UNIVERSITY OF BIRMINGHAM of Edgbaston, Birmingham B15 2TT (hereinafter the "University") and INTRACELL VACCINE LIMITED, registered in the Isle of Man number 092993C with registered address IOMA House, Hope Street, Douglas. Isle of Man, IMI 1AP (hereinafter "Intracell") and VACCINE REASEARCH TRUST OF 22 Alcester Road, Moseley, Birmingham B13 8BE, registered with the Charities Commision, number 326276 (hereinafter "VCT") WHEREAS A) The University has licensed its HIV vaccine (the "Vaccine") to Intracell under a licence agreement dated November 5, 1998 ("the agreement"); and B) Intracell sub-licensed its rights under the Agreement to HIV_VAC Inc; and C) Both Intracell and HIV-VAC Inc are unable to comply with the minimum royalty conditions and the patent costs reimbursement conditions of the Agreement and are also unable to attract financing to commercialise the Vaccine It is now agreed as follows: 1) Intracell agrees to give up any rights that it might have in the Vaccine, and return those rights to the University PROVIDED Intracell terminates any sub-licences currently in force, and in particular, the sub-licence to HIV-VAC Inc. 2) The University accepts the return of those rights and will waive any amounts that might be due under the licence agreement PROVIDED that; - Intracell uses reasonable endeavours to recover patent costs incurred by the University acting through its agent Birmingham Research Development Ltd (Approximately 25,000) and not yet reimbursed by Intracell from HIV-VAC Inc and passes any monies recovered to the University; and - If Intracell fails to recover such monies, VCT will, in good faith, attemot to pay those monies to the University in the eventVCT raises sufficient money to further develop the HIV vaccine and - Intracell indemnifies and holds harmlass the |University against any claims from Intacell's sun-licencess(s) 3) The Univesrity will be free to enter into a licence agreement with any other interested party, including, without limitation, VCT. 4) The effective date of this agreement is 1st December 2007 AGREED BY THE PARTIES through their authorised signatories: For and on behalf of THE UNIVERSITY OF BIRMINGHAM /s/ B Ball Gillian Ball ---------- ------------ Signed Name Acting Registrar & Secretary 6 June 2008 ---------------------------- ----------- Title Date For and on behalf of INTRACELL VACCINES LIMITED /s/ K Murray Kevin Murray ------------ ------------ Signed Name Director 24 March 2008 -------- ------------- Title Date For and on behalf of VACCINE RESEARCH TRUST ------------------------------------------- /s/ G Skinner Gordon R B Skinner ------------- ------------------ Signed Name Trustee 24 March 2008 ------- ------------- Title Date