Exhibit 10.4
License Agreement
This Agreement is entered into on the Effective Date (as defined below) by and
between
F. Hoffmann-La Roche Ltd
with an office and place of business at Grenzacherstr.124, CH-4070 Basel, Switzerland (“ROCHE Basel”)
and
Hoffmann-La Roche Inc.
with an office and place of business at 340 Kingsland Street, Nutley, NJ 07110, USA (“ROCHE Nutley”; ROCHE Basel and
ROCHE Nutley together referred to as “ROCHE”)
on the one hand
and
Evotec Neurosciences GmbH, Schnackenburgallee 114, 22525 Hamburg, Germany (“EVOTEC”)
on the other hand
WHEREAS, ROCHE is the owner of certain patent rights and know-how relating to the Compound (as defined below);
and
WHEREAS, EVOTEC wishes to perform certain development work with respect to the Compound with the purpose of
filing an NDA or equivalent in other countries in order to obtain marketing approval in the Territory and to subsequently
market the Product; and
* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted
with the SEC.
WHEREAS, EVOTEC wishes to obtain, and ROCHE wishes to grant rights and licenses under the ROCHE Patent Rights
and ROCHE Know-How (as defined below); and
Whereas, EVOTEC considers ROCHE a preferred partner for both development and commercialization. This is based on
the general capabilities of ROCHE, the fact that EVOTEC currently has two programs in-licensed from ROCHE as well as
the fact that the companies have a long standing and productive service based relationship.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties
agree as follows:
* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted
with the SEC.
2
1.
Definitions
1.1. “Affiliate” shall mean with respect to either party (i) an entity which owns, directly or indirectly, a controlling
interest in su