Exhibit 10.11
DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
BETWEEN
ARCA DISCOVERY, INC.
AND
LABORATORY CORPORATION OF AMERICA HOLDINGS
D ATED F EBRUARY 1, 2007
DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
This Development, Commercialization and Licensing Agreement (this “Agreement” ) is made and entered into as of
February 1, 2007 (the “Effective Date” ) between ARCA Discovery, Inc., a Delaware corporation (hereinafter “ARCA” ), and
Laboratory Corporation of America Holdings, a Delaware corporation (hereinafter “LabCorp” ).
INTRODUCTION
A. ARCA holds certain proprietary rights to Bucindolol and to the Diagnostic Tests (as such terms are hereinafter
defined).
B. ARCA intends to seek FDA approval for the use of Bucindolol in the treatment of heart failure and other indications
and for labeling for Bucindolol that recommends or requires use of the Diagnostic Tests with Bucindolol.
C. LabCorp possesses development and commercialization capabilities with respect to laboratory testing services and
desires to collaborate with ARCA to develop, make, market and sell the Diagnostic Tests in the United States in connection
with the administration of Bucindolol (the “ Services ”).
D. LabCorp desires to obtain from ARCA, and ARCA desires to grant to LabCorp, an exclusive license to practice the
ARCA Patent and use the Trademark in connection therewith, and an exclusive sublicense to ARCA’s rights in the Diagnostic
Tests for the development, marketing, manufacture and sale of the Diagnostic Tests on the terms and conditions set forth this
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the terms defined in this Article I shall have the following meanings, whether used in their
singular or plural forms. Use