[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL
INFORMATION HAS BEEN OMITTED. CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL
INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE SECURITIES AND
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter called the “Agreement”) is made effective the 2nd day of November, 2004,
by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin
corporation, and Inspire Pharmaceuticals, Inc. (hereinafter called “Licensee”), a corporation organized and existing under the
laws of Delaware.
WHEREAS, WARF and Yeda Research and Development Co. Ltd. (hereinafter called “Yeda”) own certain inventions
described in the “Licensed Patents” defined below and have entered into an agreement under which Yeda has granted to
WARF the exclusive right to grant, negotiate, execute, administer and enforce licenses under the Licensed Patents for the
benefit of WARF and Yeda (collectively referred to hereinafter as the “Licensors”); and
WHEREAS , WARF is willing to grant a license to Licensee under any one or all of the Licensed Patents and Licensee
desires a license under all of them;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties covenant and
agree as follows:
Section 1. Definitions .
For the purpose of this Agreement, the Appendix A definitions shall apply.
Section 2. Grant .
A. License .
WARF hereby grants to Licensee on behalf of the Licensors, and Licensee hereby accepts, subject to the terms and
conditions hereof, an exclusive license under the Licensed Patents, with the right to grant sublicenses in accordance with
Section 2B below, to develop, make, have made, use, market, distribute, import, offer for sale and sell Products in the Licensed
Field and Licensed Territory.