270 Legal [Sample Agreements]

LICENSE AND COLLABORATION AGREEMENT

THIS INCRELEX™ LICENSE AND COLLABORATION AGREEMENT (the “Agreement”), is entered into as of the Effective Date (defined below) by and between Tercica, Inc., a company incorporated under the laws of Delaware with offices at 2000 Sierra Point Parkway, Suite 400, Brisbane, CA 94005, United States of America (“Licensor”) and Beaufour Ipsen Pharma, a company incorporated under the laws of France with offices at 24 rue Erlanger, 75016 Paris, France (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas, Licensor is engaged in the business of developing and marketing of pharmaceutical products; and

Whereas, Licensor and Genentech Inc. (“GNE”) have entered into that certain License and Collaboration Agreement dated April 15, 2002 (the “GNE US License”); and Licensor and GNE have also entered into that certain International License and Collaboration Agreement dated July 25, 2003 (the “GNE Ex-US License”); whereby GNE has granted to Licensor certain rights in the Licensed Product (as defined below) under GNE’s technology, know-how and/or intellectual property rights to permit Licensor to develop, commercialize, market and promote the Licensed Product in the United States of America, and outside the United States of America, respectively; and

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2.7 Limitations on Commercializing Licensed Products for Diabetes. Notwithstanding Section 2.1, Licensee agrees and acknowledges the limitations placed upon Licensor pursuant to Section F.1(e) of the GNE Ex-US License. Accordingly, Licensee covenants that, with respect to Diabetes in the Territory, it will not (i) market, sell, offer for sale or have sold IFG-1 for which the manufacture, use or sale would infringe, if not for the licenses granted under this Agreement, the Patent Rights licensed to Licensor under the GNE Ex-US License; and (ii) market, sell, offer for sale or have sold IGF-1 that was manufactured or for which approval was received using the Licensed Know-How licensed to Licensor pursuant to the GNE Ex-US License, unless and until the Diabetes Covenant Expiration. As used herein, the “Diabetes Covenant Expiration” means the date upon which Licensor enters into a written agreement with F. Hoffman-La Roche AG granting Licensor the right to market, sell, offer for sale or have sold Licensed Products for Diabetes in the Territory. Upon the Diabetes Covenant Expiration, the license granted to Licensee in Section 2.1 shall automatically be deemed to include Diabetes in the Field definition to the extent, and only to the extent, Licensor obtains such rights and the right to sublicense the same to Licensee from F. Hoffmann-La Roche AG and as provided in Section F.1(e) of the GNE Ex-US License.
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