Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
AGREEMENT FOR PURCHASE AND SALE OF PATENT RIGHTS AND LICENSE BACK
This Agreement (hereinafter referred to as the “Agreement”) is entered into as of the 23 day of June, 2010 (the “Effective
Date”) by and between Icagen, Inc., a Delaware corporation (“Icagen”) and Applied Genetic Technologies Corporation, a
Delaware corporation (“AGTC”).
A. Icagen is the owner of the Patent Rights as set forth below.
B. AGTC desires to acquire from Icagen, and Icagen desires to sell, transfer, assign and convey to AGTC, all right, title
and interest in and to the Patent Rights upon the terms and conditions set forth in this Agreement.
C. AGTC has agreed to grant back to Icagen a license under the Patent Rights as set forth and upon the terms and
conditions in this Agreement.
NOW, THEREFORE, in consideration of the premises contained in this Agreement and for good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 – DEFINITIONS
Except as otherwise defined in this Agreement, capitalized terms used herein shall have the following definitions:
1.1 “Affiliate” shall mean any entity directly or indirectly controlled by, controlling or under common control with a party.
“Control shall mean with respect to an entity, possession, direct or indirect, of (a) the power to direct or cause direction of the
management and policies of such entity (whether through ownership of securities or partnership or other ownership interests,
by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or
other similar arrangement) or other comparable equity interests
1.2 “Confidential Information” means all information (whether or not patentable) regarding a party’s technology,
products, business or objectives