Exhibit 10.4
EXCLUSIVE LICENSE AGREEMENT
This Agreement, effective August 10, 2005 ( the “Effective Date”) is between VIA Pharmaceuticals, Inc. a corporation
organized and existing under the laws of the State of Delaware and having its principal place of business at 750 Battery Street,
Suite 400, San Francisco CA 94111 (“ VIA ”) and Abbott Laboratories, a corporation organized and existing under the laws of
the State of Illinois and having its principal place of business at 100 Abbott Park Road, Abbott Park, IL 60064 (“ Abbott ”).
WITNESSETH THAT:
WHEREAS, Abbott owns certain intellectual property relating to the Compound as hereinafter later defined; and
WHEREAS, VIA wishes to obtain a worldwide exclusive license under such intellectual property to develop and
commercialize the Compound in the Field, as hereinafter later defined; and
WHEREAS Abbott is willing to grant such a license to VIA on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, Abbott
and VIA agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, each capitalized term listed below shall have the meaning that is given after it:
“ ABT-761 ” means the active ingredient ((R)-{3-[5-(4-fluorophenylmethyl)-2-thienyl]-1-methyl-2-propynyl}N-hydroxyurea)
together with all salts, esters, non-covalent complexes, chelates, hydrates, stereo isomers, crystalline or amorphous forms or
prodrugs of the molecule, as more frilly described in the Patent Rights.
“ Affiliate ” means a corporation or any other entity that directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the designated Party. As used herein, the term “control” means possession
of power to direct or cause the direction of the management and policies of a corporation or other entity whether through the
ownership of voting securities, by contract or otherwise; provided, however, t