The Centre International de Recherche en Infectiologie (hereinafter the LABORATORY) in collaboration with Paul Ehrlich Institute has developed a technology entitled [***] which has been the subject of a European patent application number [***], filed on [***], in the names of [***] (hereinafter referred to as the CO-OWNERS). For the avoidance of doubt, Paul Ehrlich Institute has no ownership interest in the PATENTS (as defined below).
COBALT is a company practicing the research, development and commercialization of cell, cell-derived, and vesicle therapeutic products.
PULSALYS is a technology transfer company which has responsibility for and handles the transfer of the research results and inventions of the LABORATORY. In this framework, ENS DE LYON, acting on its name and on behalf of the other CO-OWNERS of the PATENTS, has granted to PULSALYS exclusive license to use and to exploit these PATENTS, including the right to sub-license to COBALT under this AGREEMENT.
In March 16th, 2018, PULSALYS and COBALT signed a patent option agreement (hereinafter referred as the OPTION). Then, the PARTIES signed a material transfer agreement in order to evaluate the PATENTS (the MTA).
Whereas COBALT has decided to exercise the OPTION, PULSALYS agrees to exclusively license the PATENTS to COBALT and all information required therefor under the terms and conditions set forth in this AGREEMENT.
THE FOLLOWING WAS AGREED:
PRELIMINARY ARTICLE - DEFINITIONS
The term AFFILIATE refers to any legal entity which directly or indirectly through one (1) or more intermediaries, controls, is controlled by or is under common control with a PARTY. In this definition, control means: (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors; and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such entities.
The term AGREEMENT refers to this agreement, as well as any amendments that may be made to this agreement, provided all amendments must be agreed in writing signed by authorized representatives of the PARTIES.
The term CONFIDENTIAL INFORMATION refers to any non-public, confidential, unpublished information, software, technical data, commercial data, studies, tools, models, contracts, method, know-how or scientific, trade or business information, which is transmitted orally, in writing, or in any and all other manner, on any medium, exchanged by the PARTIES, pursuant to this AGREEMENT. The PATENTS are CONFIDENTIAL INFORMATION to the extent they remain unpublished.
The term DATE OF SIGNING refers to the final date of signing of the AGREEMENT by the PARTIES.