[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF
DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
LICENSE, DEVELOPMENT AND DISTRIBUTION AGREEMENT
THIS LICENSE, DEVELOPMENT AND DISTRIBUTION AGREEMENT is made and entered into this 20th
day of September, 2002, by and between VYTERIS, INC. ("VYTERIS"), a Delaware corporation, and B.
BRAUN MEDICAL INC. ("B. ------- --- Braun"), a Pennsylvania corporation.
A. Vyteris is engaged in the business of, among other things, the manufacture and development of novel
transdermal drug delivery systems.
B. (i) Vyteris is the owner or licensee of certain patent and related intellectual property rights that pertain to,
among other things, a transdermal lidocaine delivery system and possesses the manufacturing facilities to produce
such transdermal lidocaine delivery system; and (ii) B. Braun possesses the facilities and ability to distribute such
transdermal lidocaine delivery system.
C. B. Braun desires to obtain from Vyteris, and Vyteris desires to grant to B. Braun, exclusive worldwide
distribution rights and certain license rights to (i) use the patent and related intellectual property rights pertaining to
such transdermal lidocaine delivery system, and (ii) market, sell and distribute such transdermal lidocaine delivery
system, all of the foregoing on the terms and subject to the conditions contained in this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be
legally bound, it is hereby agreed as follows:
SECTION 1. GENERAL PROVISIONS; DEFINITIONS.
1.1 INTERPRETATIONS OF AGREEMENT. Unless expressly provided otherwise in this Agreement or unless
the context requires otherwise:
(a) This Agreement has been jointly negotiated by the parties and is to be interpreted according to its fair meaning
as if the parties