Royalty Report: Diagnostic, Drugs, Imaging – Collection: 146988

As of the Amendment Effective Date, Licensor has under development an imaging product and Licensee has the exclusive rights to market and sell the imaging product.

For Patent License to Licensee of Germany, Licensor grants an exclusive license under the Licensor Patents and the Licensor Know-How to develop, market, sell, and distribute the Product in the Licensee Territory. Such license with respect to the TV Indication shall terminate on the Option 1 Effective Date, and, with respect to all of the countries of the world for all indications, excluding however the TV Indication, shall terminate on the Option 2 Effective Date.

For the Licensor HI Patents, Licensor grants a non-exclusive worldwide license, without a right to sublicense to any other party than Affiliates, under the Licensor HI Patents to use, develop, manufacture, have manufactured, market, sell and distribute product for use as an ultrasound contrast agent.

AF0150 means a white powder which, after reconstitution with appropriate diluent, forms an aqueous suspension of perfluorohexane/nitrogen-filled microbubbles with the formulation employed in Phase II Clinical Trials under the United States IND 49,978.

CAD Indication means the indication of an ultrasound agent for the intravenous administration during two-dimensional gray-scale echocardiography examination including stress echocardiography for the differentiation of infarcted from ischaemic areas of the myocardium.

LV Indication means the indication of an ultrasound agent for manual intravenous administration during two-dimensional gray-scale echocardiography examination for improved assessment of global left ventricular function ( e.g. border delineation, ejection fraction, wall motion) at rest and during stress.

Product means AF0150 and any drug compounds, drug compositions and medical devices and systems related to perfluorocarbon containing ultrasound imaging products and developed by Alliance pursuant to this Agreement, and, with Licensee pursuant to the Original License Agreement, which, in the absence of this Agreement, the use, development, manufacture, marketing, sale or distribution of which would result in the infringement of one or more claims in an Alliance Patent or which utilize the Alliance Know-How. For ease of reference, Product is generally expressed in the singular in this Agreement, but multiple Products may be Developed or marketed hereunder.

With this Agreement, Licensor discharges, releases, promises and covenants not to sue, threaten to sue or otherwise disturb Licensee, and its Affiliates, and any Licensees Licensee, subcontractor, supplier, distributor, vendor, reseller, purchaser, or user of the MR Contrast Agent Product, acquired directly or indirectly from Licensee {or its Affiliates) or a Licensees Licensee in any country in the world, for any claim or cause of action based upon the Licensor MR Intellectual Property and the manufacture, use, Sale, advertisement, offer for Sale, importation, lease, or otherwise transfer or disposition of the MR Contrast Agent Product, whether such claim or cause of action is presently known or unknown.

Licensor is recognized for his expertise in clinical magnetic resonance imaging and magnetic resonance angiography and as the inventor of contrast-enhanced magnetic resonance angiography techniques.

MR Imaging System{s) means any magnetic resonance transmission/receiving system, inclusive of all hardware (for example, without limitation, imaging coils) and software components, that is capable of performing CE-MRA procedures.

IP relates to the magnetic resonance imaging drug, MS-325.

MS-325 is designed to provide visual imaging of the vascular system, through a type of MRI known as magnetic resonance angiography, or MRA.

MS-325 is specifically designed to enhance the quality of magnetic resonance images of the arteries and veins and to provide physicians with a superior method for diagnosing vascular disease.