Royalty Report: Drugs, Pharmaceuticals, Disease – Collection: 29423

Uracyst® Test Kit is a patented technology for the diagnosis and treatment of interstitial cystitis (IC), an inflammatory disease of the urinary bladder wall.

And whereas Licensee is desirous of obtaining from Licensor the methods and technical know-how and the right and license to market, distribute and sell the Products (as such term is hereinafter defined) in the Territory (as such term is hereinafter defined), upon the terms and subject to the conditions hereinafter set forth.  Methods and Technical Know-How and Grant of Licenses:  Subject to the provisions of this Agreement and for the Term hereinafter specified, Licensor hereby covenants and agrees to provide Licensee with the Methods and Technical Know-How necessary to enable Licensee to obtain regulatory approval for the Products in the Territory.  All costs related to such regulatory approval applications shall be the obligation of Licensee.  Methods and Technical Know-How materials, methods and other regulatory documents per Appendix 1 will be supplied at Licensor's cost.  Subject to the provisions of this Agreement and for the Term hereinafter specified, Licensor hereby grants to Licensee the exclusive right and license, even as to Licensor, to develop, market, promote, offer to sell, sell, have sold, distribute, import, grant sublicenses, or otherwise dispose of Products in the Field in the Territory.

Licensed Technology:  Licensee, its consultants, and/or the FDA shall have rights of access to any and all information, including, but not limited to, trade secrets and Methods and Technical Know-How necessary to secure regulatory approvals.  Trade Names and Trademarks:  Licensee shall have the right to sell the Products in the Territory under its own trade name and trademarks.  Such trade names and trademarks, including any goodwill belonging to them, shall be the exclusive property of Licensee. Licensee shall have the right, but not the obligation, to use the trade name and/or trademark Uracyst® for use in the Territory.  Licensor shall retain the Uracyst® trade name outside the Territory.  Licensee may only grant sublicenses to third parties in order to import, market, promote, distribute and sell the Products in the Territory, provided that the licenses granted to such sub-licensees are not inconsistent with the licenses granted to Licensee.

Licensor owns certain Patents and Proprietary Marks (as defined herein) which are used in association with Uracyst®,

Products means, collectively, Uracyst®, a sterile sodium chondroitin sulphate solution marketed at 2.0% in a 20 ml vial for human use in the Field, and such related products as stipulated in Improvements, including but not limited to various strengths of chondroitin sulphate solution.

Proprietary Marks means the marks, trade marks, trade names and other commercial symbols and related logos relating to the Products, together with such other trade names, trademarks, symbols, logos, distinctive names, service marks, marks, logo designs, insignia or otherwise.

Patients with OA typically experience pain and loss of mobility because of changes to the internal environment of the affected joint.

NEOVISC (Sodium Hyaluronate) works as a viscosupplement by improving the natural viscosity and elasticity of synovial fluid, thereby increasing lubrication, joint mobility and decreasing pain.

NEOVISC (Sodium Hyaluronate) is administered by your physician through a series of intra-articular injections (injections into the synovial space of the joint).

Whereas Canadian Licensor has developed and owns methods and technical know-how relating to the manufacture and use of their proprietary product NeoVisc®, a sterile sodium hyaluronate solution 1.0% in a disposable syringe, packaged in both five (5) syringe and three (3) syringe formats, and whereas Licensor owns certain trade names, trademarks, logos, emblems and indicia of origin which are used in association with NeoVisc®, and whereas Licensee is desirous of obtaining from Licensor the methods and technical know-how and the right and license to market, distribute and sell the Products  in the Territory, upon the terms and subject to the conditions of the Agreement.

Licensee may only grant sublicenses to third parties in order to import, market, promote, distribute and sell the Products in the Territory, provided that the licenses granted to such sub-licensees are not inconsistent with the licenses granted to Licensee.

Subject to the provisions of this Agreement and for the Term hereinafter specified, Licensee, its sub-licensees, designates, importers or promoters shall not, directly or indirectly, manufacture, distribute, sell or solicit orders for the Products outside of the Territory nor shall Licensee knowingly distribute or sell the Products inside the Territory to a third party whom Licensee knows or has reason to believe intends to distribute or sell the Products outside the Territory.

Subject to the provisions of this Agreement and for the Term hereinafter specified, Licensor, its sub-licensees, designates, importers or promoters shall not, directly or indirectly, distribute, sell or solicit orders for the Products inside the Territory nor knowingly distribute or sell the Products outside the Territory to a third party whom Licensor knows intends to distribute the Products within the Territory.

Each party shall use commercially reasonable efforts to investigate the suspected distribution or sale of the Products in contravention of this agreement.

Each party agrees to meet with the other party at its request to discuss matters relating to the unauthorized distribution and sale in contravention of this agreement.

Licensor shall retain the NeoVisc® trade name outside the Territory.

Licensor may not use the Licensee trade name without Licensee's prior written consent.

Licensee, its consultants, and/or the FDA shall have rights of access to any and all information, including, but not limited to, trade secrets and Methods and Technical Know-How necessary to secure regulatory approvals.

Trade Names and Trademarks:  Licensee shall have the right to sell the Product in the Territory under its own trade names and trademarks. Such trade names and trademarks, including any goodwill belonging to them, shall be the exclusive property of Licensee. Licensee shall have the right to create a new trade name and/or trademark for NeoVisc® for use in the Territory.