Patent Rights Agreement - Protein Design Labs Inc. and SmithKline Beecham Corp.
PATENT RIGHTS AGREEMENT
This PATENT RIGHTS AGREEMENT (the "Agreement") is entered into as of
September 28, 1999 (the "Effective Date") by and between PROTEIN DESIGN LABS,
INC., a Delaware corporation having its principal office at 34801 Campus
Drive, Fremont, California 94555 (hereinafter referred to as "PDL"), and
SMITHKLINE BEECHAM CORPORATION, a Commonwealth of Pennsylvania corporation
having its principal office at One Franklin Plaza, Philadelphia, PA 19101
(hereinafter referred to as "SB").
RECITALS
A. PDL owns or has rights to certain patents designated as the Queen et
al. patents and identified on Exhibit A hereto (the "Queen et al. Patents");
B. PDL and SB are contemporaneously entering into an IL-5 Patent License
Agreement for an antibody directed against the IL-5 antigen (the "IL-5 Patent
License Agreement") and a Development and License Agreement for an antibody
directed against the IL-4 antigen (the "Development and License Agreement");
and
C. SB desires to obtain certain nonexclusive license rights under the
Queen et al. Patents for the development, manufacture and commercialization of
antibody products directed against up to three (3) target antigens under the
terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound, the parties agree as follows:
1. SB'S RIGHTS TO LICENSES
1.01 Election. Subject to the terms and conditions of this Agreement, PDL
hereby grants to SB and SB accepts, for a period of [CONFIDENTIAL TREATMENT
REQUESTED] years from the Effective Date, the right to obtain up to three (3)
non-exclusive, royalty-bearing, worldwide licenses under the Queen et al.
Patents pursuant to the form of PDL License Agreement attached hereto as
Exhibit B (a "PDL License Agreement").
1.02 Excluded Antigens. SB's rights to elect a license under Section 1.01
shall not extend to the following target antigens and their receptors (or in
the case of receptors, ligands): [CONFIDENTIAL TREATMENT REQUESTED]. Each
license elected by SB hereunder shall be pursuant to a separate PDL License
Agreement and shall be effective as of the date of execution of the PDL
License Agreement by both parties.
1.03 Procedure for Exercise of License Rights. If SB desires to exercise
a license right under this Agreement, SB shall provide PDL with written notice
identifying the target antigen or receptor for which SB desires to enter into
a PDL License Agreement pursuant to the provisions of Section 1.01. PDL shall
promptly review and respond in writing to the request by SB for a license
within ten (10) business days of receipt of the written request. [CONFIDENTIAL
TREATMENT REQUESTED]. In the event that PDL denies SB's request for a PDL
License Agreement, PDL shall provide SB with a written certificate signed by
an officer of PDL specifying the reason for such denial, and SB's right under
Section 1.01 shall not be considered exercised. If PDL does not deny SB's
request or has not responded within ten (10) business days of receipt of SB's
request under this Section 1.03, then SB and PDL shall promptly, but in no
event more than ten (10) business days thereafter, enter into a PDL License
Agreement (with a then-current Exhibit A to such PDL License Agreement) with
respect to the target antigen.
2. CONDITION TO EFFECTIVENESS
This Agreement shall be effective upon the execution and delivery by both
parties of the IL-5 Patent License Agreement and the Development and License
Agreement of even date herewith.
3. REPRESENTATIONS; DISCLAIMERS
3.01 Valid Agreement. Each party represents and warrants to the other
that it knows of no legal reason to prevent it from entering into this
Agreement and that the signatory hereto is duly authorized to execute and
deliver this Agreement.
3.02 No Warranty of Validity, Non-Infringement. Nothing in this Agreement
shall be construed as (a) a warranty or representation by PDL as to the
validity or scope of the Queen et al. Patents; or (b) a warranty or
representation that anything made, used, sold or otherwise disposed of under
any PDL License Agreement is or will be free from infringement of patents,
copyrights, trademarks, trade secrets or other rights of third parties.
3.03 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN
SECTION 3.01 ABOVE, PDL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED. FURTHER, PDL MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT
PRACTICE UNDER ITS LICENSED PATENTS UNDER A PDL LICENSE AGREEMENT WILL NOT
INFRINGE ANY THIRD PARTY RIGHTS.
4. CONFIDENTIALITY
4.01 Obligations. During the term of this Agreement and for five (5)
years thereafter, PDL and SB shall not use or reveal or disclose to third
parties any confidential information received from the other in the
performance of activities in furtherance of this Agreement without first
obtaining the written consent of the disclosing party, except (i) as may be
otherwise provided herein, (ii) as may be required for purposes of licensing,
developing, manufacturing or marketing a product subject to license grant
under the rights of SB set forth this Agreement, (iii) as may be required for
securing essential or desirable authorizations, approvals, privileges or
rights from governmental agencies or as may be required by law, statute or
regulation to be disclosed to a governmental agency, provided that the party
disclosing such information will use reasonable efforts to ensure that the
confidentiality of such confidential information is maintained by such
government regulatory agencies, (iv) as may be required or as necessary to
file or prosecute patent applications concerning the Queen et al. Patents, (v)
or as may be required to carry out any litigation concerning the subject
matter of this Agreement provided that the party disclosing such information
will use reasonable efforts to ensure that the confidentiality of such
confidential information is maintained. This confidentiality obligation shall
not apply to confidential information which is or becomes a matter of public
knowledge through no fault of the receiving party, or is already in the
possession of the receiving party, or is disclosed to the receiving party by a
third party having the right to do so, or is subsequently and independently
developed by employees of the receiving party or affiliates thereof who had no
knowledge of the confidential information disclosed. The parties shall take
reasonable measures to assure that no unauthorized use or disclosure is made
by others to whom access to confidential information is granted.
4.02 Exceptions. Nothing in this Article 4 shall be construed as
preventing either party from disclosing any information received from the
other party to:
(i) an affiliate or prospective sublicensee of the receiving party,
provided such affiliate or sublicensee has undertaken a similar obligation of
confidentiality with respect to the confidential information;
(ii) the FDA in connection with the approval to conduct clinical
studies, manufacture, market or sell a product whose license rights are
obtained hereunder; or
(iii) any securities exchange to which the receiving party may be
subject if necessary to meet the requirements, rules and regulations of such
securities exchange, but only to the extent such disclosure is reasonably
required and subject to obligations of confidentiality wherever possible.
4.03 Ownership. All confidential information
disclosed by one party to the other shall remain the
intellectual property of the disclosing party. In the event
that a court or other legal or administrative tribunal,
directly or through an appointed master, trustee or
receiver, assumes partial or complete control over the
assets of a party to this Agreement based on the insolvency
or bankruptcy of such party, the bankrupt or insolvent party
shall promptly notify the court or other tribunal (i) that
confidential information received from the other party under
this Agreement remains the property of the other party and
(ii) of the confidentiality obligations under this
Agreement. In addition, the bankrupt or insolvent party
shall, to the extent permitted by law, take all steps
necessary or desirable to maintain the confidentiality of
the other party's confidential information and to ensure
that the court, other tribunal or appointee maintains such
information in confidence in accordance with the terms of
this Agreement.
5. TERM AND TERMINATION
5.01 Term. Unless earlier terminated in accordance with this Article 5,
this Agreement shall remain in effect until [CONFIDENTIAL TREATMENT
REQUESTED].
5.02 Default. This Agreement shall terminate upon the earlier of (i)
thirty (30) days' written notice if SB defaults in the performance of, or
fails to be in compliance with, any material agreement, condition or covenant
of this Agreement and such default or non-compliance is not cured within such
thirty (30) day period, or [CONFIDENTIAL TREATMENT REQUESTED].
5.03 Rights and Obligations Upon Termination or Expiration. Upon
expiration or termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination. In any event, termination or
expiration of this Agreement shall not effect any valid PDL License Agreement
in effect as of the date of such termination or expiration, the IL-5 Patent
License Agreement or the Development and License Agreement. In addition, the
obligations set forth in Articles 4 and 6 shall survive the expiration or
termination of this Agreement. Upon termination of this Agreement, each party
shall return to the other party any confidential information disclosed by the
other party under this Agreement.
6. MISCELLANEOUS
6.01 Assignment.. This Agreement and the rights granted herein shall be
binding upon and inure to the benefit of the successors in interest of the
respective parties. Neither this Agreement nor any interest hereunder shall
be assignable by either party without the prior written consent of the other;
provided, however, that either party may assign this Agreement or any part of
its rights and obligations hereunder to any affiliate of such party or to any
corporation with which that party may merge or consolidate, or to which it may
transfer all or substantially all of its assets, without obtaining the consent
of the other party, provided that the party effecting such assignment shall
notify the other promptly following such assignment.
6.02 Entire Agreement; Amendment This Agreement, including the Exhibits
hereto, constitutes the entire agreement between the parties relating to the
subject matter hereof and supersedes all previous writings and understandings.
No terms or provisions of this Agreement shall be varied or modified by any
prior or subsequent statement, conduct or act of either of the parties, except
that the parties may amend this Agreement by written instruments specifically
referring to and executed in the same manner as this Agreement.
6.03 Severability
(a) In the event any portion of this Agreement shall be held illegal,
void or ineffective, the remaining portions hereof shall remain in full force
and effect.
(b) If any of the terms or provisions of this Agreement are in
conflict with any applicable statute or rule of law, then such terms or
provisions shall be deemed inoperative to the extent that they may conflict
therewith and shall be deemed to be modified to conform with such statute or
rule of law.
(c) In the event that the terms and conditions of this Agreement are
materially altered as as provided in Sections 6.03(a) and (b), the parties
will in good faith renegotiate the terms and conditions of this Agreement to
carry out the intent of the parties.
6.04 Notices. Notices required or permitted under this Agreement shall be
in writing in the English language and sent by overnight mail (e.g., FedEx),
or by facsimile confirmed by overnight mail (e.g., FedEx), and shall be
deemed to have been properly served to the addressee upon receipt of such
written communication, to the following addresses of the parties or to such
address or addresses as may be specified from time to time in a written
notice:
If to PDL: Protein Design Labs, Inc.
34801 Campus Drive
Fremont, California 94555 USA
Attention: General Counsel
Facsimile number: (510) 574-1473
If to SB: SmithKline Beecham Corporation
One Franklin Plaza (Mail Code FP 1930)
P.O. Box 7929
Philadelphia, PA 19101
Attn: Senior Vice President, Business Development
Facsimile number: (215) 751-4253
Copy to: SmithKline Beecham Corporation
One Franklin Plaza (Mail Code FP 2360)
P.O. Box 7929
Philadelphia, PA 19101
Attn: Corporate Law - US
Fax: number: (215)751-3935
6.05 Choice of Law.. This Agreement shall be deemed to have been made in
New York and its form, execution, validity, construction and effect shall be
determined in accordance with the laws thereof.
6.06 Dispute Resolution. Any dispute, controversy or claim arising out
of or relating to this Agreement, including without limitation, a dispute
concerning a termination of this Agreement (hereinafter collectively referred
to as "Dispute") shall be attempted to be settled by the parties, in good
faith, by submitting each such Dispute to appropriate senior management
representatives of each party in an effort to effect a mutually acceptable
resolution thereof within thirty (30) days of submission to such
representatives. Within fifteen (15) days after submission of the Dispute to
such senior representatives, each party shall submit a brief, written summary
of the Dispute and their respective position with respect to the Dispute to
such senior representatives. In the event no mutually acceptable resolution
is achieved in such time frame, then each party shall be entitled to seek
relief for such Dispute by using any appropriate judicial mechanism which may
be available in the courts.
6.07 Waiver. None of the terms, covenants and conditions of this
Agreement can be waived except by the written consent of the party waiving
compliance.
6.08 Force Majeure. If the performance of any part of this Agreement
by either party, or of any obligation under this Agreement, is prevented,
restricted, interfered with or delayed by reason of any cause beyond the
reasonable control of the party liable to perform, unless conclusive evidence
to the contrary is provided, the party so affected shall, upon giving written
notice to the other party, be excused from such performance to the extent of
such prevention, restriction, interference or delay; provided that the
affected party shall use its reasonable best efforts to avoid or remove such
causes of non-performance and shall continue performance with the utmost
dispatch whenever such causes are removed. When such circumstances arise, the
parties shall discuss what, if any, modification of the terms of this
Agreement may be required in order to arrive at an equitable solution.
6.09 Publicity. It is contemplated that one or both of the parties may
issue a press release announcing this Agreement, the Development and License
Agreement and the IL-5 Patent License Agreement, the form and content of which
shall be mutually agreed upon. No other public announcement or other
disclosure to third parties concerning the terms, financial or otherwise, of
this Agreement, the Development and License Agreement or the IL-5 Patent
License Agreement shall be made, either directly or indirectly, by any party
to this Agreement, except as may be legally required or as may be required for
recording purposes, without first obtaining the approval of the other party,
which approval shall not be unreasonably withheld, and agreement upon the
nature and text of such announcement or disclosure. The party desiring to
make any such public announcement or other disclosure shall inform the other
party of the proposed announcement or disclosure in reasonably sufficient time
prior to public release, and shall provide the other party with a written copy
thereof, in order to allow such other party to comment upon such announcement
or disclosure. The party reviewing the release shall use good faith efforts
to promptly review and provide comments upon the proposed public release,
which comments shall be provided as soon as practicable but in any event
within seven (7) days of delivery of the initial draft of the proposed
release. Each party agrees that it shall cooperate fully with the other with
respect to all disclosures regarding this Agreement to the Securities Exchange
Commission, the U.K. Stock Exchange and any other governmental or regulatory
agencies, including requests for confidential treatment of proprietary
information of either party included in any such disclosure. Notwithstanding
the foregoing, it is understood and agreed that the parties may issue a press
release in connection with the entering into of each PDL License Agreement in
accordance with the terms and conditions set forth therein.
6.10 Headings. The captions used herein are inserted for convenience of
reference only and shall not be construed to create obligations, benefits, or
limitations.
6.11 Counterparts. This Agreement may be executed in counterparts, all
of which taken together shall be regarded as one and the same instrument.
6.12 Independent Contractors. The parties are independent contractors
under this Agreement and no other relationship is intended, including, without
limitation, partnership, joint venture or agency relationship. Neither party
shall act in a manner which expresses or implies a relationship other than of
independent contractor, nor bind the other party, except as otherwise
expressly provided in this Agreement. Nothing in this Agreement shall be
deemed to infer any direct relationship between PDL and any affiliate of SB.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Protein Design Labs, Inc. SmithKline Beecham Corporation
By _______ By
Title Title
Exhibits
Exhibit A - Queen et al. Patents
Exhibit B - Form of PDL License Agreement
Exhibit A
PDL Licensed Patents
The following are patents and patent applications (also known as the "Queen et
al. patents") issued and filed in certain countries in the world and licensed
as part of the PDL Patent Rights under the Agreement (As of August 25, 1999).
1. The following issued U.S. patents and U.S. patent applications:
No. 5,585,089, "Humanized Immunoglobulins," issued December 17, 1996.
No. 5,693,761, "Polynucleotides Encoding Improved Humanized
Immunoglobulins," issued December 2, 1997.
No. 5,693,762, "Humanized Immunoglobulins," issued December 2, 1997.
[CONFIDENTIAL TREATMENT REQUESTED]
2. The following patents and patent applications outside the U.S.:
Patent No.
Country
Title*
Issued
647383
Australia
"Novel Immunoglobulins, Their Production
and Use"
Issued
671949
Australia
"
Issued
AT E133452
Austria
"
Issued
0451216
Belgium
"
Issued
61095
Bulgaria
"
Issued
970016
Brazil
"
Issued
0451 216B1
European
"
Issued
0682040 B1
European
Issued
FR0451216
France
"
Issued
DE
68925536
Germany
"
Issued
DD 296 964
East Germany
"
Issued
GB 0451216
Great Britain
"
Issued
1001050
Greece
"
Issued
211174
Hungary
"
Issued
IT O451216
Italy
"
Issued
2828340
Japan
"
Issued
LU O451216
Luxembourg
"
Issued
92.2146
Monaco
"
Issued
NL 0451216
Netherlands
"
Issued
231984
New Zealand
"
Issued
132068
Pakistan
"
Issued
29729
Philippines
"
Issued
92758
Portugal
"
Issued
4895847.13
Russia
"
Issued
2126046
Russia
"
Issued
SG O451216
Singapore
"
Issued
89/9956
South Africa
"
Issued
178385
South Korea
"
Issued
2081974 T3
Spain
"
Issued
SE O451216
Sweden
"
Issued
CHO 451216
Switzerland
"
Issued
50034
Taiwan
"
Issued
13349
Uruguay
"
Issued
48700
Yugoslavia
"
Country
Title*
Pending
Argentina
"Novel Immunoglobulins, Their
Production and Use"
Pending
Canada
"
Pending
Chile
"
Pending
China
"
Pending
Croatia
"
Pending
Czech Republic
"
Pending
Ecuador
"
Pending
Europe
"
Pending
Hong Kong
"
Pending
Ireland
"
Pending
Israel
"
Pending
Japan
"
Pending
South Korea
Pending
Romania
"
Pending
Slovak Republic
"
Pending
Venezuela
"
Pending
Denmark
"
Pending
Finland
"
Pending
Norway
"
*Exact titles may differ in different countries.
EXHIBIT B
FORM OF
PATENT LICENSE AGREEMENT
between
PROTEIN DESIGN LABS, INC.
and
SMITHKLINE BEECHAM CORPORATION
This Patent License Agreement ("Agreement"), effective as of __, ____
("Effective Date"), is made by and between PROTEIN DESIGN LABS, INC., a
Delaware corporation having offices at 34801 Campus Drive, Fremont, CA 94555
(hereinafter "PDL") and SMITHKLINE BEECHAM CORPORATION, a Commonwealth of
Pennsylvania corporation having offices at One Franklin Plaza, Philadelphia,
PA 19101 (hereinafter "SB").
RECITALS
A. PDL and SB have entered into a Patent Rights Agreement effective as
of September __, 1999, pursuant to which SB may enter into this Agreement for
a license under the certain patents designated as the Queen et al. Patents for
a humanized antibody directed against the ________________ antigen.
B. PDL desires to grant and SB desires to accept a nonexclusive,
worldwide, royalty-bearing license under the Licensed PDL Patents under the
terms and conditions of this Agreement with respect to such humanized
antibody.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound, the parties agree as follows:
1. DEFINITIONS
Except as otherwise expressly provided herein, all references to
Exhibits, Articles and Sections shall be references to Exhibits, Articles and
Sections of this Agreement, and the following terms in this Agreement shall
have the following meanings:
1.01 "Affiliate" shall mean any corporation, firm, partnership or other
entity, whether de jure or de facto, which directly or indirectly owns, is
owned by or is under common ownership with a party to this Agreement to the
extent of at least fifty percent (50%) of the equity (or such lesser
percentage which is the maximum allowed to be owned by a foreign corporation
in a particular jurisdiction) having the power to vote on or direct the
affairs of the entity and any person, firm, partnership, corporation or other
entity actually controlled by, controlling or under common control with a
party to this Agreement; provided however any such person, corporation, firm,
partnership or other entity shall be deemed an Affiliate only for so long as
it meets the requirements of this definition.
1.02 "Antibody" shall mean any antibody, including without limitation,
monospecific and bispecific antibodies; less than full-length antibody forms
such as Fv, Fab, and F(ab')2; single-chain antibodies; and antibody conjugates
bound to a toxin, label or other moiety.
1.03 "Combination Product(s)" shall mean any product containing both a
pharmaceutically active agent or ingredient which constitutes a Licensed
Product and one or more other pharmaceutically active agents or ingredients
which do not constitute Licensed Products.
1.04 "Licensed PDL Patents" shall mean all United States and foreign
patents and patent applications identified on Exhibit A (including any and all
continuations, continuations-in-part, divisions, patents of addition,
reissues, renewals or extensions thereof, all SPCs thereof and all patents
issuing therefrom). Exhibit A will be updated by PDL on an annual basis.
1.05 "Licensed Product(s)" shall mean human prophylactic, therapeutic,
and/or palliative products that include an Antibody [CONFIDENTIAL TREATMENT
REQUESTED].
1.06 "Marketing Approval" shall mean the first approval or authorization
in a country which is required for the marketing, promotion and sale of
Licensed Product in such country.
1.07 "Net Sales" shall mean the gross invoice price or contract price
from sales of Licensed Products in a form for use by an end user and not
intended for further genetic manipulation or transformation in the Territory
by SB, its Affiliates and sublicensees ("the Selling Party") to Third Parties
less
[CONFIDENTIAL TREATMENT REQUESTED]
Sales between SB, its Affiliates and its or their sublicensees shall be
excluded from the computation of Net Sales and no payments will be payable on
such sales except where such Affiliates or sublicensees are end users, but Net
Sales shall include the subsequent final sales to Third Parties by SB or such
Affiliates or sublicensees. [CONFIDENTIAL TREATMENT REQUESTED]
If SB or any of its Affiliates or sublicensees receive non-cash consideration
for any Licensed Product sold or otherwise transferred to Third Party in a
form other than bulk or intermediate, the fair market value of such non-cash
consideration on the date of such transfer as known to SB, or as reasonably
estimated by SB if unknown, shall be included in the definition of Net Sales.
1.08 "SPC" shall mean a right based upon a patent to exclude others
from making, using or selling Licensed Product, such as a Supplementary
Protection Certificate.
1.09 "Target Antigen" shall mean .
1.10 "Territory" shall mean worldwide [CONFIDENTIAL TREATMENT
REQUESTED]
1.11 "Third Party" shall mean any party other than SB, PDL and their
respective Affiliates.
1.12 "Valid Claim" shall mean [CONFIDENTIAL TREATMENT REQUESTED].
2. LICENSE
2.01 License Grant. Subject to the terms and conditions of this
Agreement and in consideration of SB's fulfillment of its obligations to PDL
under this Agreement, PDL hereby grants and SB hereby accepts a worldwide,
nonexclusive royalty-bearing license under the Licensed PDL Patents, including
the right to grant sublicenses with respect to Licensed Products in accordance
with Section 2.02, to make, have made, import, use and sell Licensed Products
in the Territory.
2.02 Limitation on Sublicenses; Notification. SB shall have the right
to grant sublicenses of its rights under Section 2.01 with respect to Licensed
Products, provided that (i) SB shall grant such sublicenses only in connection
with the assignment or license by SB to such sublicensee of the right to use,
make, have made, sell or otherwise transfer the Licensed Products in such
country and (ii) SB shall pay to PDL [CONFIDENTIAL TREATMENT REQUESTED].
Notwithstanding the assignment or grant of a sublicense by SB hereunder, SB
shall remain obligated to pay all royalties due to PDL with respect to the
sale of Licensed Products by its assignee or sublicensee. In addition, the
grant of any sublicenses under Section 2.01 shall be on terms and conditions
which are subject to and subordinate to the terms of this Agreement and SB
shall remain fully responsible to PDL for the performance of any and all such
terms by its sublicensees. Promptly following execution of any sublicense
hereunder, SB shall notify PDL of the identity of the sublicensee and the
scope of the sublicense and provide a copy of the sublicense agreement, which
copy may be redacted to protect confidential technical or financial
information.
2.03 Updates to List of Licensed PDL Patents. Not later than December
31 of each year during the term of this Agreement or earlier upon written
request of SB (which request shall not be made more than twice per calendar
year), PDL agrees to provide a written update listing the Licensed PDL
Patents, and such update shall constitute an amendment to Exhibit A.
2.04 No Other License Rights. SB expressly acknowledges and agrees
that, except for the license expressly granted under Section 2.01, no rights
to any other PDL patents or patent applications, or to any know-how, trade
secrets or licenses are included in this Agreement or granted by implication,
estoppel or otherwise.
3. PAYMENTS, ROYALTIES, REPORTS
3.01 Payments. In consideration for the license granted by PDL under
Article 2 of this Agreement, SB shall pay to PDL, within ten (10) business
days of the Effective Date of this Agreement, a non-refundable, non-creditable
signing and licensing fee in the sum of [CONFIDENTIAL TREATMENT REQUESTED].
3.02 Royalties to PDL. [CONFIDENTIAL TREATMENT REQUESTED]
3.03 Combination Products. Net Sales in a particular country, in the
case of Combination Products for which the pharmaceutically active agent or
ingredient constituting a Licensed Product and each of the other
pharmaceutically active agents or ingredients not constituting Licensed
Products have established market prices in that country when sold separately,
shall be determined by multiplying the Net Sales for each such Combination
Product by a fraction, the numerator of which shall be the established market
price for the Licensed Product(s) contained in the Combination Product and the
denominator of which shall be the sum of the established market prices for the
Licensed Product(s) plus the established market prices for the other
pharmaceutically active agents or ingredients contained in the Combination
Product. When such separate market prices are not established in that
country, then the parties shall negotiate in good faith to determine a fair
and equitable method of calculating Net Sales in that country for the
Combination Product in question.
3.04 Annual Maintenance Fee. In further consideration of the license
granted under Article 2, within fifteen (15) business days after the second
anniversary of the Effective Date and for each anniversary thereafter, SB
shall pay a nonrefundable annual maintenance fee in the amount of
[CONFIDENTIAL TREATMENT REQUESTED]. Such annual maintenance fee shall be
[CONFIDENTIAL TREATMENT REQUESTED] against royalties payable by SB for the
year with respect to which such annual maintenance fee is paid; provided,
however, that any quarterly payments due to PDL shall not be reduced by more
than [CONFIDENTIAL TREATMENT REQUESTED] by such offset.
3.05 Currency Conversion. All amounts payable to PDL under this
Agreement shall be payable in U.S. Dollars by wire transfer to a bank account
designated by PDL. In the case of royalties on Net Sales, all amounts payable
shall first be calculated in the currency of sale and then converted into U.S.
Dollars using the actual average exchange rates for such currency as used by
SB in producing its quarterly and annual accounts, as confirmed by SB's
auditors.
3.06 Reports.
(a) Current Reports. SB agrees to make written reports and royalty
payments to PDL within forty-five (45) days after the close of each calendar
quarter during the term of this Agreement, beginning with the calendar quarter
in which the date of first commercial sale or other transfer for value of a
Licensed Product by SB, its Affiliates or sublicensees in the Territory
occurs. These reports shall be certified by a duly authorized employee in the
Finance Department of SB and shall state for the calendar quarter in question:
(1) identification on a country-by-country basis of each Licensed Product upon
which SB is paying royalties; (2) Net Sales by SB and its Affiliates of such
Licensed Products; (3) Net Sales reported by sublicensees of such Licensed
Products; (4) the place of manufacture of Licensed Products sold in such
quarter; (5) applicable offsets or deductions; and (6) the net royalty due to
PDL thereon pursuant to this Article 3. No later than at the time of the
making of each such report, SB shall make any payment due to PDL of royalties
for the period covered by such report.
(b) Termination Report. For each Licensed Product, SB also agrees to
make a written report to PDL within ninety (90) days after the date on which
SB, its Affiliates or sublicensees last sell or otherwise transfer for value
the Licensed Product anywhere in the Territory stating in such report the same
information required by quarterly reports for all such Licensed Products made,
sold or otherwise disposed of which were not previously reported to PDL.
(c) Notification of Marketing Approval. SB agrees to notify PDL in
writing within ten (10) days after the end of each month of the countries in
the Territory in which SB, its Affiliates or sublicensees obtains Marketing
Approval of a Licensed Product in the preceding month. Such notice shall
specify the country and date of Marketing Approval. SB shall assist PDL and
provide reasonable cooperation (including the execution and timely delivery of
any documents, certifications and the like) in obtaining any extensions of the
Licensed PDL Patents with respect to any Licensed Product in any country in
which SB markets Licensed Products.
3.07 Inspection. SB agrees to keep, and to require any of its
Affiliates or sublicensees to keep, clear, accurate and complete records for a
period of at least three (3) years for each reporting period in which Net
Sales occur showing the manufacture, sales, use and other dispositions for
value of Licensed Products in sufficient detail to enable the royalties
payable hereunder to be determined. SB further agrees to permit its books and
records, and to require any of its Affiliates or sublicensees to permit their
books and records, to be examined by an independent accounting firm selected
by PDL and reasonably acceptable to SB from time-to-time during regular
business hours, but not more than once a year. Such independent accounting
firm shall report to PDL only with respect to the accuracy of Net Sales and
deductions reported and payments made by SB to PDL under this Agreement. All
information disclosed in any such inspection shall be deemed confidential
under the terms of this Agreement. [CONFIDENTIAL TREATMENT REQUESTED] Any
such discrepancies will be promptly corrected by a payment or refund by the
appropriate party.
3.08 Withholding. SB may withhold from royalties due to PDL amounts
for payment of any withholding tax that SB has paid to any taxing authority
with respect to the royalty amounts due to PDL hereunder for which SB does not
receive a refund or credit. SB agrees to reasonably cooperate with PDL in
obtaining a foreign tax credit in the U.S. with respect to royalties due to
PDL on the sale or manufacture of Licensed Products.
3.09 Interest on Overdue Royalties. SB shall be liable for interest on
any overdue royalties, at the rate of [CONFIDENTIAL TREATMENT REQUESTED] per
annum or the highest rate allowed by law, whichever is less, commencing on the
date such royalties are due until paid.
3.10 Royalties to Third Parties. SB acknowledges and agrees that other
licenses may be required from third parties with respect to the development,
manufacture, importation, use, and sale of any Licensed Product under this
Agreement, and that SB shall be solely responsible for any royalties and other
payments with respect to those license rights. In no event shall SB have a
right to credit against, reduce or otherwise offset any royalty or payment
obligations to such third parties against royalty amounts payable to PDL under
this Agreement.
4. INFRINGEMENT OF LICENSED PDL PATENTS
4.01 Suits. PDL shall not have any obligation hereunder to institute
any action, suit or other proceeding against third parties for infringement of
any Licensed PDL Patents or to defend any action, suit or proceeding brought
by a third party which challenges or concerns the validity or enforceability
of any Licensed PDL Patents. Any moneys recovered from alleged infringers
shall be retained by PDL.
5. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; INDEMNIFICATION
5.01 Valid Agreement.
(a) Each party represents and warrants to the other that it knows of
no legal reason to prevent it from entering into this Agreement and that the
signatory hereto is duly authorized to execute and deliver this Agreement.
(b) PDL represents and warrants to SB that it has the right to grant
the licenses to SB provided under this Agreement.
5.02 [CONFIDENTIAL TREATMENT REQUESTED]
5.03 Disclaimers. Nothing in this Agreement shall be construed as (a)
a warranty or representation by PDL as to the validity, enforceability or
scope of any Licensed PDL Patents; (b) a requirement that PDL file any patent
application, or secure any patent or patent rights, or maintain any patent in
force, or provide copies of patent applications to SB or its Affiliates or
sublicensees, or disclose any inventions described or claimed in such patent
applications; or (c) a warranty or representation by PDL that any Licensed
Product made, used, sold or otherwise disposed of under the license granted in
this Agreement is or will be free from infringement of patents, copyrights,
trademarks, trade secrets or other rights of third parties. SB acknowledges
and agrees that any royalties or payments that may be due to third parties in
order for SB to make, have made, use, sell or otherwise dispose of Licensed
Products shall be the sole responsibility of SB.
5.04 No Other Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN ARTICLE
5, PDL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE LICENSED PDL PATENTS OR ANY CELL LINES,
ANTIBODIES OR LICENSED PRODUCTS DEVELOPED BY SB UNDER THE LICENSE SET FORTH IN
THIS AGREEMENT AND PDL FURTHER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF
LICENSED PDL PATENTS OR ANY CELL LINES, ANTIBODIES, LICENSED PRODUCTS OR OTHER
MATERIALS DEVELOPED BY SB UNDER THE LICENSE SET FORTH IN THIS AGREEMENT WILL
NOT INFRINGE ANY THIRD PARTY RIGHTS.
5.05 Indemnification. Except as otherwise set forth in Article 4, SB
shall at all times, during the term of this Agreement and thereafter,
indemnify, defend and hold harmless PDL and its Affiliates, sublicensees,
directors, officers, agents and employees from any claim, proceeding, loss,
expense, and liability of any kind whatsoever (including but not limited to
those resulting from death, personal injury, illness or property damage and
including legal expenses and reasonable attorneys' fees) ("PDL Losses")
arising out of or resulting from third party claims based upon the
development, manufacture, holding, use, testing, advertisement, sale or other
disposition by SB, its Affiliates or sublicensees, or any distributor,
customer or representative thereof or any one in privity therewith, of any
Licensed Product; provided, however, that such indemnity shall not apply to
the extent any such PDL Losses result from the negligence or willful
misconduct of PDL or breach by PDL of any representation, warranty or other
provision of this Agreement.
In the event PDL is seeking indemnification from SB under this Section
5.05, SB shall have no such obligation unless PDL:
(i) gives SB prompt notice of any claim or lawsuit or other action for
which it seeks to be indemnified under this Agreement;
(ii) cooperates fully with SB and its agents in defense of any such
claim, complaint, lawsuit or other cause of action; and
(iii) SB is granted full authority and control over the defense,
including settlement or other disposition thereof, against such claim or
lawsuit or other action, provided that PDL shall have the right to retain
counsel of its choice to participate in the defense of any such claim or
lawsuit at PDL's own expense, provided that such counsel shall not interfere
with SB's full authority and control.
Notwithstanding the foregoing, this Section 5.05 shall not be deemed to
permit SB to have authority or control over, or otherwise enter into any
settlement arrangement concerning the validity or scope of, the Licensed PDL
Patents.
6. CONFIDENTIALITY
6.01 Obligations. During the term of this Agreement and for five (5)
years thereafter, PDL and SB shall not use or reveal or disclose to Third
Parties any confidential information received from the other in the
performance of activities in furtherance of this Agreement without first
obtaining the written consent of the disclosing party, except (i) as may be
otherwise provided herein, (ii) as may be required for purposes of developing,
manufacturing or marketing Licensed Product, (iii) as may be required for
securing essential or desirable authorizations, approvals, privileges or
rights from governmental agencies or as may be required by law, statute or
regulation to be disclosed to a governmental agency, provided that the party
disclosing such information will use reasonable efforts to ensure that the
confidentiality of such confidential information is maintained by such
government regulatory agencies, (iv) as may be required or as necessary to
file or prosecute patent applications concerning Licensed Product, (v) or as
may be required to carry out any litigation concerning Licensed Products
provided that the party disclosing such information will use reasonable
efforts to ensure that the confidentiality of such confidential information is
maintained. This confidentiality obligation shall not apply to confidential
information which is or becomes a matter of public knowledge through no fault
of the receiving party, or is already in the possession of the receiving
party, or is disclosed to the receiving party by a Third Party having the
right to do so, or is subsequently and independently developed by employees of
the receiving party or Affiliates thereof who had no knowledge of the
confidential information disclosed. The parties shall take reasonable
measures to assure that no unauthorized use or disclosure is made by others to
whom access to confidential information is granted.
6.02 Exceptions. Nothing in this Article 6 shall be construed as
preventing either party from disclosing any information received from the
other party to:
(i) an Affiliate, sublicensee or distributor of the receiving party,
provided such Affiliate, sublicensee or distributor has undertaken a similar
obligation of confidentiality with respect to the confidential information;
(ii) the FDA in connection with the approval to conduct clinical
studies, manufacture, market or sell Licensed Product; or
(iii) any securities exchange to which the receiving party may be
subject if necessary to meet the requirements, rules and regulations of such
securities exchange, but only to the extent such disclosure is reasonably
required and subject to obligations of confidentiality wherever possible.
6.03 Ownership. All confidential information disclosed by one party to
the other shall remain the intellectual property of the disclosing party. In
the event that a court or other legal or administrative tribunal, directly or
through an appointed master, trustee or receiver, assumes partial or complete
control over the assets of a party to this Agreement based on the insolvency
or bankruptcy of such party, the bankrupt or insolvent party shall promptly
notify the court or other tribunal (i) that confidential information received
from the other party under this Agreement remains the property of the other
party and (ii) of the confidentiality obligations under this Agreement. In
addition, the bankrupt or insolvent party shall, to the extent permitted by
law, take all steps necessary or desirable to maintain the confidentiality of
the other party's confidential information and to ensure that the court, other
tribunal or appointee maintains such information in confidence in accordance
with the terms of this Agreement.
7. TERM AND TERMINATION
7.01 Term. Unless earlier terminated as provided in this Article 7,
SB's obligations to pay royalties to PDL hereunder shall come into force on
the Effective Date and shall continue, on a country by country basis,
[CONFIDENTIAL TREATMENT REQUESTED]. Unless earlier terminated, this Agreement
shall expire upon the expiration of all SB's royalty obligations to PDL
hereunder. Expiration of this Agreement or expiration of SB's obligation to
pay royalties to PDL in any country hereunder shall not preclude SB from
continuing to market or have marketed Licensed Product in such country without
further payment to PDL.
7.02 Termination.
(a) If either party shall at any time default in the payment of any
royalty, or the making of any report hereunder, or shall commit any material
breach of any covenant or agreement herein contained or shall make any false
report, and shall fail to have initiated and actively pursued remedy of any
such default or breach within (i) fifteen (15) days after receipt of written
notice of failure to pay royalties hereunder, or (ii) forty-five (45) days
after receipt of written notice of any default or breach (other than failure
to pay royalties) by the other party, the non-breaching party may, at its
option, cancel this Agreement and revoke any rights and licenses herein
granted and directly affected by the default or breach by notice in writing to
such effect, but such act shall not prejudice the right of the party giving
notice to recover any royalty or other sums due at the time of such
cancellation, it being understood, however, that if within forty-five (45)
days after receipt of any such notice the receiving party shall have initiated
and actively pursued remedy of its default (other than failure to pay
royalties), then the rights and licenses herein granted shall remain in force
as if no breach or default had occurred on the part of the receiving party,
unless such breach or default is not in fact remedied within a reasonable
period of time.
(b) This Agreement may be terminated by either party upon the occurrence
of any of the following which is not stayed or vacated within ninety (90) days
of such occurrence: (i) petition in bankruptcy filed by or against the other
party; (ii) adjudication of the other party as bankrupt or insolvent; (iii)
appointment of a liquidator, receiver or trustee for all or a substantial part
of the other party's property; or (iv) an assignment for the benefit of
creditors of the other party. Notwithstanding the bankruptcy of PDL, or the
impairment of performance by PDL of its obligations under this Agreement as a
result of bankruptcy or insolvency of PDL, SB shall be entitled to retain the
licenses granted herein, subject to PDL's rights to terminate this Agreement
for reasons other than bankruptcy or insolvency as expressly provided in this
Agreement. All rights granted under or pursuant to this Agreement by PDL to
SB are, and shall otherwise be deemed to be, for purposes of Section 365(n) of
the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as
defined under Section 101(35A) of the U.S. Bankruptcy Code. The parties agree
that SB, as a licensee of such rights under this Agreement, shall retain and
may fully exercise all of its rights and elections under the U.S. Bankruptcy
Code, subject to performance by SB of its preexisting obligations under this
Agreement.
(c) [CONFIDENTIAL TREATMENT REQUESTED]
(d) SB may terminate the license granted under this Agreement as to
the Licensed PDL Patents in any country of the Territory at any time upon
sixty (60) days prior written notice.
7.03 No Waiver. The right of either party to terminate this Agreement
as provided herein shall not be affected in any way by its waiver of any
previous failure to perform hereunder or by its failure to take action with
respect thereto.
7.04 Survival. Termination for any reason hereunder shall not affect
any accrued rights or obligations of the parties arising in any manner under
this Agreement as of the date of termination. In any event, the
confidentiality and indemnity obligations and any accrued but unpaid payment
obligations under Articles 3, 5 and 6, respectively, shall survive any
termination of this Agreement.
8. MISCELLANEOUS
8.01 Assignment. This Agreement and the licenses herein granted shall
be binding upon and inure to the benefit of the successors in interest of the
respective parties. Neither this Agreement nor any interest hereunder shall
be assignable by either party without the prior written consent of the other;
provided, however, that either party may assign this Agreement or any part of
its rights and obligations hereunder to any Affiliate of such party or to any
corporation with which that party may merge or consolidate, or to which it may
transfer all or substantially all of its assets, without obtaining the consent
of the other party, provided that the party effecting such assignment shall
notify the other promptly following such assignment.
8.02 Entire Agreement. This Agreement, entered into as of the date
written above, constitutes the entire agreement between the parties relating
to the subject matter hereof and supersedes all previous writings and
understandings. No terms or provisions of this Agreement shall be varied or
modified by any prior or subsequent statement, conduct or act of either of the
parties, except that the parties may amend this Agreement by written
instruments specifically referring to and executed in the same manner as this
Agreement.
8.03 Severability.
(a) In the event any portion of this Agreement shall be held illegal,
void or ineffective, the remaining portions hereof shall remain in full force
and effect.
(b) If any of the terms or provisions of this Agreement are in
conflict with any applicable statute or rule of law, then such terms or
provisions shall be deemed inoperative to the extent that they may conflict
therewith and shall be deemed to be modified to conform with such statute or
rule of law.
(c) In the event that the terms and conditions of this Agreement are
materially altered as as provided in Sections 8.03(a) and (b), the parties
will in good faith renegotiate the terms and conditions of this Agreement to
carry out the intent of the parties.
8.04 Notices. Notices required or permitted under this Agreement shall
be in writing in the English language and sent by by overnight mail (e.g.,
FedEx), or by facsimile confirmed by by overnight mail (e.g., FedEx), and
shall be deemed to have been properly served to the addressee upon receipt of
such written communication, to the following addresses of the parties or to
such address or addresses as may be specified from time to time in a written
notice:
If to PDL: Protein Design Labs, Inc.
34801 Campus Drive
Fremont, California 94555 USA
Attention: General Counsel
Facsimile number: (510) 574-1473
If to SB: SmithKline Beecham Corporation
One Franklin Plaza (Mail Code FP 1930)
P.O. Box 7929
Philadelphia, PA 19101
Attn: Senior Vice President, Business Development
Facsimile number: (215) 751-4253
Copy to: SmithKline Beecham Corporation
One Franklin Plaza (Mail Code FP 2360)
P.O. Box 7929
Philadelphia, PA 19101
Attn: Corporate Law - US
Fax: number: (215)751-3935
8.05 Choice of Law. This Agreement shall be deemed to have been made
in New York and its form, execution, validity, construction and effect shall
be determined in accordance with the laws thereof.
8.06 Dispute Resolution. Any dispute, controversy or claim arising
out of or relating to this Agreement, including without limitation, a dispute
concerning a termination of this Agreement (hereinafter collectively referred
to as "Dispute") shall be attempted to be settled by the parties, in good
faith, by submitting each such Dispute to appropriate senior management
representatives of each party in an effort to effect a mutually acceptable
resolution thereof within thirty (30) days of submission to such
representatives. Within fifteen (15) days after submission of the Dispute to
such senior representatives, each party shall submit a brief, written summary
of the Dispute and their respective positions with respect to the Dispute to
such senior representatives. In the event no mutually acceptable resolution
is achieved in such time frame, then each party shall be entitled to seek
relief for such Dispute by using any appropriate judicial mechanism which may
be available in the courts.
8.07 Waiver. None of the terms, covenants and conditions of this
Agreement can be waived except by the written consent of the party waiving
compliance.
8.08 Force Majeure. If the performance of any part of this Agreement
by either party, or of any obligation under this Agreement, is prevented,
restricted, interfered with or delayed by reason of any cause beyond the
reasonable control of the party liable to perform, unless conclusive evidence
to the contrary is provided, the party so affected shall, upon giving written
notice to the other party, be excused from such performance to the extent of
such prevention, restriction, interference or delay; provided that the
affected party shall use its reasonable best efforts to avoid or remove such
causes of non-performance and shall continue performance with the utmost
dispatch whenever such causes are removed. When such circumstances arise, the
parties shall discuss what, if any, modification of the terms of this
Agreement may be required in order to arrive at an equitable solution.
8.09 Publicity. It is contemplated that one or both of the parties
may issue a press release announcing this Agreement, the form and content of
which shall be mutually agreed upon. No other public announcement or other
disclosure to Third Parties concerning the terms, financial or otherwise shall
be made, either directly or indirectly, by any party to this Agreement, except
as may be legally required or as may be required for recording purposes,
without first obtaining the approval of the other Party, which approval shall
not be unreasonably withheld, and agreement upon the nature and text of such
announcement or disclosure. The party desiring to make any such public
announcement or other disclosure shall inform the other party of the proposed
announcement or disclosure in reasonably sufficient time prior to public
release, and shall provide the other party with a written copy thereof, in
order to allow such other party to comment upon such announcement or
disclosure. The party reviewing the release shall use good faith efforts to
promptly review and provide comments upon the proposed public release, which
comments shall be provided as soon as practicable but in any event within
seven (7) days of delivery of the initial draft of the proposed release. Each
party agrees that it shall cooperate fully with the other with respect to all
disclosures regarding this Agreement to the Securities Exchange Commission,
the U.K. Stock Exchange and any other governmental or regulatory agencies,
including requests for confidential treatment of proprietary information of
either party included in any such disclosure.
8.10 Headings. The captions used herein are inserted for convenience
of reference only and shall not be construed to create obligations, benefits,
or limitations.
8.11 Export. Each party acknowledges that the laws and regulations of
the United States restrict the export and re-export of commodities and
technical data of United States origin. Each party agrees that it will not
export or re-export restricted commodities or the technical data of the other
party in any form without the appropriate United States and foreign government
licenses.
8.12 Counterparts. This Agreement may be executed in counterparts, all
of which taken together shall be regarded as one and the same instrument.
8.13 Independent Contractors. The parties are independent contractors
under this Agreement and no other relationship is intended, including, without
limitation, partnership, joint venture or agency relationship. Neither party
shall act in a manner which expresses or implies a relationship other than of
independent contractor, nor bind the other party, except as otherwise
expressly provided in this Agreement. Nothing in this Agreement shall be
deemed to infer any direct relationship between PDL and any Affiliate of SB.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
PROTEIN DESIGN LABS, INC. SMITHKLINE BEECHAM
CORPORATION
By: ______________________ By:
____________________________
Title: Title:
EXHIBIT A
Licensed PDL Patents
The following are patents and patent applications (also known as the "Queen et
al. patents") issued and filed in certain countries in the world and licensed
as part of the Licensed PDL Patents under the Agreement (As of August 25,
1999).
1. The following issued U.S. patents and U.S. patent applications:
No. 5,585,089, "Humanized Immunoglobulins," issued December 17, 1996.
No. 5,693,761, "Polynucleotides Encoding Improved Humanized
Immunoglobulins," issued December 2, 1997.
No. 5,693,762, "Humanized Immunoglobulins," issued December 2, 1997.
[CONFIDENTIAL TREATMENT REQUESTED]
2. The following patents and patent applications outside the U.S.:
Patent No.
Country
Title*
Issued
647383
Australia
"Novel Immunoglobulins, Their Production
and Use"
Issued
671949
Australia
"
Issued
AT E133452
Austria
"
Issued
0451216
Belgium
"
Issued
61095
Bulgaria
"
Issued
970016
Brazil
"
Issued
0451 216B1
European
"
Issued
0682040 B1
European
Issued
FR0451216
France
"
Issued
DE
68925536
Germany
"
Issued
DD 296 964
East Germany
"
Issued
GB 0451216
Great Britain
"
Issued
1001050
Greece
"
Issued
211174
Hungary
"
Issued
IT O451216
Italy
"
Issued
2828340
Japan
"
Issued
LU O451216
Luxembourg
"
Issued
92.2146
Monaco
"
Issued
NL 0451216
Netherlands
"
Issued
231984
New Zealand
"
Issued
132068
Pakistan
"
Issued
29729
Philippines
"
Issued
92758
Portugal
"
Issued
4895847.13
Russia
"
Issued
2126046
Russia
"
Issued
SG O451216
Singapore
"
Issued
89/9956
South Africa
"
Issued
178385
South Korea
"
Issued
2081974 T3
Spain
"
Issued
SE O451216
Sweden
"
Issued
CHO 451216
Switzerland
"
Issued
50034
Taiwan
"
Issued
13349
Uruguay
"
Issued
48700
Yugoslavia
"
Country
Title*
Pending
Argentina
"Novel Immunoglobulins, Their
Production and Use"
Pending
Canada
"
Pending
Chile
"
Pending
China
"
Pending
Croatia
"
Pending
Czech Republic
"
Pending
Ecuador
"
Pending
Europe
"
Pending
Hong Kong
"
Pending
Ireland
"
Pending
Israel
"
Pending
Japan
"
Pending
South Korea
Pending
Romania
"
Pending
Slovak Republic
"
Pending
Venezuela
"
Pending
Denmark
"
Pending
Finland
"
Pending
Norway
"
*Exact titles may differ in different countries.