EXCLUSIVE LICENSE AGREEMENT
THIS EXCLUSIVE LICENSE AGREEMENT (this “ Agreement ”) is made and entered into as of
May 2, 2010 (the “ Effective Date ”), by and between SCOLR Pharma Inc., a Delaware corporation (“
SCOLR ”), and RedHill Biopharma Ltd., an Israeli company (“ RedHill ”). SCOLR and RedHill each may be
referred to herein individually as a “Party,” or collectively as the “Parties”.
WHEREAS , SCOLR is the sole and exclusive owner of certain patents and other
intellectual property relating to a certain Product (as such term is defined herein);
WHEREAS , SCOLR wishes to license to RedHill all SCOLR's rights in and to the
Product, including all patent rights and other intellectual property relating thereto, and RedHill
wishes to receive such license from SCOLR, so that RedHill may develop and commercialize
Products for all indications and for all uses, all on the terms set forth below; and,
WHEREAS , the license to be granted shall be granted on an exclusive and worldwide
basis all as more fully set out below.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
“Affiliate” of a Party means any other entity that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with such first Party. For purposes of this
definition only, “control” and, with correlative meanings, the terms “controlled by” and “under common control
with” will mean the possession, directly or indirectly, of the power to direct the management or policies of an
entity, whether through the ownership of fifty percent or more of the voting securities of the other organization or
entity or by contract relating to voting rights or corporate governance.
“ Combination Product ” shall mean a product which comprises (a) a Product and (b) at least
one other active ingredient or medical device, which, if administered or used independently of the Product, would
have a clinica