THIS LICENSE AGREEMENT (Agreement) is entered into as of the Effective Date by and among:
F. HOFFMANN-LA ROCHE LTD, a corporation organized and existing under the laws of Switzerland, with its principal office at Grenzacherstrasse 124, CH-4070 Basel, Switzerland (Roche Basel) and Hoffmann-La Roche Inc., a corporation organized and existing under the laws of New Jersey, with its principle office at 340 Kingsland Street, Nutley, New Jersey 07110, U.S.A. (Roche Nutley; Roche Basel and Roche Nutley together referred to as Roche)
RIVER VISION LLC, a limited liability company organized and existing under the laws of Delaware, with its principal office at One Rockefeller Plaza, New York NY, 10020, U.S.A. (River Vision).
WHEREAS, Roche has conducted certain research and development related to, and possesses certain intellectual property rights with respect to teprotumumab, an antibody to IGF-1R (Compound as further defined below) ; and
WHEREAS, River Vision desires to obtain, and Roche is willing to grant to River Vision, an exclusive, royalty-bearing license, with the right to sublicense, under the Roche Patents and Roche Know-How (as defined below), to develop, have developed, commercialize, have commercialized, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and/or Product, as appropriate, in the Field in the Territory, subject to the terms and conditions hereof; and
WHEREAS, Roche desires to obtain, and River Vision is willing to grant to Roche, certain rights with respect to Compound and Product, subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing premises and mutual promises, terms, conditions, and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 Affiliate shall mean, with respect to either party: (i) an entity which owns, directly or indirectly, a controlling interest in such party; (ii) an entity in which such party owns, either directly or indirectly, a controlling interest; or (iii) an entity, in which a controlling ownership, directly or indirectly, is common to the controlling ownership in such party, whereby controlling interest shall mean more than 50% (or if the jurisdiction where such entity is domiciled prohibits majority foreign ownership of such entity, the maximum foreign ownership interest permitted under such laws, provided that such ownership actually allows control of such entity) of the securities or other ownership interest representing the equity with the rights to vote in the designation of the governing bodies of such entity, or any other agreement or arrangement allowing the factual or legal control