SERI Agr No.2018-0048
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement, effective as of December 19, 2017 (Effective Date), is between The Schepens Eye Research Institute, Inc. a Massachusetts non-profit organization having a principal place of business at 20 Staniford Street, Boston, Massachusetts 02114 (SERI) and Ocugen, Inc., a Delaware corporation having a principal place of business at 5 Great Valley Parkway, Suite 160, Malvern PA 19355 (Licensee).
SERI is the owner of certain rights in technology as later defined, subject only to a royalty-free, nonexclusive license previously granted to the United States Government; and
SERI desires to have the rights used to promote the public interest by granting a license;
Licensee has represented to SERI that it has the capabilities and/or experience to develop, produce, market and sell products utilizing technology that is similar to the technology that is the subject of this Agreement and has the financial capacity and the strategic commitment to facilitate the transfer of the technology for the public interest; and
Licensee desires to obtain a license to SERIs rights and SERI is willing to grant a license upon the terms and conditions of this Agreement.
SERI and Licensee therefore agree as follows.
Article 1 Definitions
|1.1 || |
Agreement means this Exclusive License Agreement, including all attached schedules.
|1.2 || |
Affiliate means any company, corporation or other business entity that is controlled by, controlling, or under common control with Licensee. For this purpose control means direct or indirect beneficial ownership of at least fifty percent (50%) interest in the voting stock (or the equivalent) of the company, corporation or other business or having the right to direct, appoint or remove a majority of members of its board of directors (or their equivalents) or having the power to control the general management of the company, corporation or other business, by law or contract.
|1.3 || |
Field of Use means all fields.
|1.4 || |
First Commercial Sale means, with respect to a given Licensed Product, the first commercial sale in an arms-length transaction of such Licensed Product to a third party following the receipt of regulatory approval to commercialize such Licensed Product.
** PORTIONS OF THIS EXHIBIT (INDICATED BY ASTERISKS) HAVE BEEN OMITTED AS THE REGISTRANT HAS DETERMINED THAT (I) THE OMITTED INFORMATION IS NOT MATERIAL AND (II) THE OMITTED INFORMATION WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.