CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [ *** ]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
THIS LICENSE AGREEMENT (the Agreement) is made effective as of May 9, 2012 (the Effective Date), by and between Eli Lilly and Company, an Indiana corporation (Lilly) having an address at Lilly Corporate Center, Indianapolis, Indiana 46285, and Karuna Pharmaceuticals, Inc., a Delaware corporation (Karuna) having an address at 500 Boylston Street, Suite 1600, Boston, MA 02116, USA.
WHEREAS, Lilly is the owner of certain data, regulatory Filings and patent rights relating to Xanomeline (as defined below);
WHEREAS, Karuna desires to obtain certain rights to such data, regulatory filings and patent rights and Lilly is willing to grant the same to the Karuna upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the Parties hereby agree as follows:
Article I DEFINITIONS
As used herein, the following terms have the following meanings (with derivative forms being interpreted accordingly):
Section 1.01 $ and Dollars means United States dollars.
Section 1.02 Affiliate means, with respect to a given entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first given entity. For this purpose, control shall mean the ownership of more than fifty percent (50%) of the voting securities entitled to elect the directors or management of the entity, or the actual power to elect or direct the management or policies of the entity.
Section 1.03 Business Day shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a national holiday in the United States.
Section 1.04 Confidential Information means, subject to the limitations set forth in Section 6.01, all confidential or proprietary information received by a Party pursuant to this Agreement from the other Party whether in oral, written, graphic or electronic form, including the following types of information: any preclinical data, clinical data, manufacturing information, trade secret information, invention, idea, sample, assay component, process, formula, or test data; or other information relating to any research project, work in progress or development, manufacturing, regulatory, marketing, servicing, financing or personnel matter relating to the disclosing Party, its research programs or current or future products, sales, suppliers, clients, customers, employees, collaborators, investors or business. Any information disclosed under the Prior CDA shall be deemed disclosed under this Agreement for purposes of this definition.