Exhibit 10.19
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
License Agreement
This License Agreement (this “Agreement”), effective as of November 17, 2023 (the “Effective Date”), is by and between Tracon Pharmaceuticals, Inc. (“Licensor”), and Inhibrx, Inc. (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
WHEREAS, Licensor owns certain proprietary technology and information relating to SOPs, quality systems, etc. that serve as the basis for an efficient approach to clinical trials; and
WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee, a license under Licensor’s proprietary rights in and to such technology and information, on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“Affiliate” of a Party means any entity that, at any time during the Term, controlled by, controlling, or under common control with a Party. For the purpose of this definition, “control” (including, with correlative meaning, the terms “controlled by” or “under common control”) means the direct or indirect ownership of more than fifty percent (50%) of the voting interest in, or more than fifty percent (50%) in the equity of, or the right to appoint more than fifty percent (50%) of the directors or management of, such corporation or other business entity.
“Field” means design, conduct and administration of clinical trials and related research and development activities, including activities relating to regulatory filings, submissions and approvals.
“Intellectual Property Rights” means any and all proprietary rights provided under (a) patent law, including any patents and patent applications; (b) copyright law; and (c) any other applicable statutory provision or common law principle (including trade secret law) that may provide a right in the Tracon Product Development Platform or the expression or use thereof.
“Licensed Technology” means the Tracon Product Development Platform and all Intellectual Property Rights relating thereto, or covering, claiming or disclosing the Tracon PDP, in each case to the extent owned or controlled by Tracon or its Affiliates.
“Territory” means worldwide.
“Tracon Product Development Platform” or “Tracon PDP” means all of the following, as may be described more fully or enumerated as applicable on Schedule 1: (i) [***]; (ii) [***]; and (iii) [***].
If to Licensor: | 4350 La Jolla Village Drive
|
If to Licensee: | Inhibrx, Inc. 11025 N. Torrey Pines Rd, Suite 200 La Jolla, CA 92037 |
Notices sent in accordance with this Section 15(d) will be deemed effective: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (in each case, with confirmation of transmission and receipt), if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the [***] ([***]) [***] after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
[signature page follows]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| TRACON PHARMACEUTICALS, INC.
By: /s/ Charles Theuer
|
| INHIBRX. INC.
By: /s/ Mark Lappe
|
SCHEDULE 1
LICENSED TECHNOLOGY
Tracon Product Development Platform
[***]
SCHEDULE 2
LETTER OF AUTHORIZATION
[***]
SCHEDULE 3
[***]
SCHEDULE 4
[***]