[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
LICENSE AND SUPPLY AGREEMENT
This License and Supply Agreement (this “Agreement” ) is entered into as of February 28 th , 2002 (the
“Effective Date”) by and between Corixa Corporation, a Delaware corporation having offices at 1124 Columbia
Street, Suite 200, Seattle, Washington 98104, USA and its Affiliates (“Corixa”), and Rhein Biotech N.V. having
offices at Gaetano Martinolaan 95, 6229 GS Maastricht, The Netherlands and its Affiliates, a Netherlands
corporation ( “Rhein” ).
A. Corixa owns intellectual property rights in an immunostimulatory material known as Ribi.529™ adjuvant,
which is a potentially useful component of vaccines to treat various human disorders.
B. Rhein is developing prophylactic and therapeutic vaccines for Hepatitis B and desires to license from
Corixa Ribi.529™ for use in such vaccines.
C. Corixa is willing to provide Rhein access to Ribi.529™ adjuvant including the supply thereof by Corixa
and to grant Rhein a license under such intellectual property rights in accordance with the terms and conditions set
forth in this Agreement.
For good and valuable consideration, including the covenants and obligations expressed herein, receipt of which
is hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:
1.1 “ Affiliate ” shall mean any business entity that Controls, is Controlled by, or is under common Control
with another corporation or business entity. The direct or indirect ownership of at least fifty percent (50%) or, if
smaller, the maximum allowed by applicable law, of the voting securities or an interest in the assets, profits or
earnings of a business entity shall be deemed to constitute “ Control ” of the b