LICENSE AND COMMERCIALIZATION AGREEMENT
THIS LICENSE AND COMMERCIALIZATION AGREEMENT including the exhibits referred to herein and attached
hereto which are hereby incorporated by reference (the “ Agreement ”), entered into as of May 13, 2004, by and between
NeuroSystec Corporation, a Delaware corporation having a principal place of business located at Mann Biomedical Park, 25134
Rye Canyon Loop, Suite 370, Valencia, CA 91355 (“ NeuroSystec ”) and DURECT Corporation, a Delaware corporation having a
principal place of business located at 10240 Bubb Road, Cupertino, California 95104 (“ DURECT ”).
A. WHEREAS, DURECT owns or has rights to certain information and data relating to the development of [***] ,
including rights in the Field (as defined below) and has conducted certain pre-clinical investigations regarding same.
B. WHEREAS, DURECT has licensed certain rights to Active Agents as locally delivered therapeutics in the Field with
rights to sublicense to NeuroSystec pursuant to [***] .
C. WHEREAS, DURECT owns or has rights to certain proprietary technology for site-specific and time-released delivery of
drugs, defined below as the DURECT Drug Delivery Platforms.
D. WHEREAS, NeuroSystec desires to research, develop and commercialize one or more Active Agents in the Field,
possibly in connection with a DURECT Drug Delivery Platform.
E. WHEREAS, DURECT desires to grant certain rights and licenses to NeuroSystec for the development and
commercialization of Active Agents in the Field, including rights under the DURECT Drug Delivery Platforms.
F. WHEREAS, DURECT desires to assist NeuroSystec in the development of Active Agents in the Field in accordance
with the terms and conditions herein set forth.
G. WHEREAS, NeuroSystec desires to purchase from DURECT supplies of the DURECT Drug Delivery Platforms, in each
case to the extent desired by NeuroSystec in the commercialization of Active Agents in the Field.