Execution Version
Certain identified information has been omitted from this exhibit because it is not material and of the type that the reigstrant treats as private or confidential. [***] indicates that information has been omitted.
COLLABORATION AND LICENSE AGREEMENT
This Collaboration and License Agreement (this “Agreement"), dated as of January 8, 2023 (the “Effective Date”), is by and between GreenLight Biosciences, Inc., a Delaware corporation (“GreenLight”), and EpiVax Therapeutics, Inc., a Delaware corporation (“EVT” and collectively, the "Parties," or each, individually, a "Party").
WHEREAS, GreenLight and EVT desire to jointly and collaboratively research, develop and commercialize one or more Products (as defined below) in the Field (as defined below) as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and 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:
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Confidential Information does not include information or materials that the receiving Party can demonstrate by documentation: (w) was already known to the receiving Party without restriction on use or disclosure prior to the disclosure of such information directly or indirectly by or on behalf of the disclosing Party; (x) was or is independently developed by the receiving Party without reference to or use of any Confidential Information of the disclosing Party; (y) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the receiving Party or its Affiliates or Representatives; or (z) was disclosed to the receiving Party by a Third Party who was not, at the time of disclosure, under any obligation to the disclosing Party or any other Person to maintain the confidentiality of such information.
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For purposes of calculating Net Sales, a Product will be deemed to be sold when billed or invoiced. All calculations of Net Sales must be in accordance with GAAP and based on, or valued as if based on, bona fide arm's length transactions and not on any bundled, loss-leading, or other blended or artificial selling or transfer price. Transfers by a Party of Products to an Affiliate or Sublicensee for internal use (but not resale) by the Affiliate or Sublicensee will be treated as sales by such Party at such Party's list price. Net Sales do not include sales or transfers by a Party to its Sublicensees or Affiliates for resale; provided that the Net Sales calculation will include the amounts invoiced by such Sublicensee or Affiliate on the resale of such Products. Net Sales do not include transfers or dispositions of Products for use in a Clinical Trial or other Development activity, promotional use (including samples). In the event a Product is sold as a Combination Product (with “Combination Product” meaning the Product in combination with another active ingredient(s) that is / are not a Product under this Agreement) in a given country, if during the Annual Period when the Combination Product is sold, one or more Products in the absence of combination are also sold, the Net Sales attributable to such Combination Product during such Annual Period in such country shall be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A+B), where A is the average sale price in such country during such Annual Period of the corresponding Product(s) sold in the absence of combination and B is the average sale price during such Annual Period in such country of the other active ingredient(s) or product(s) in the Combination Product that are not a Product so that A+B is the average sale price of all the Products and active ingredient(s) or product(s) together.
In the case of pharmacy incentive programs, hospital performance incentive programs, chargebacks, disease management programs, similar programs or any discounts, in each case that are credited, discounted, or reimbursed on a portfolio of product offerings, all such rebates, discounts and other forms of reimbursements will be allocated among all the products in such portfolio on the basis on which such rebates, discounts, and other forms of reimbursements were actually granted or, if such basis cannot be determined, in accordance with the applicable Party's or its Sublicensee's existing allocation method and applicable Law, including any price reporting Laws.
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in each case of (i), (ii), and (iii) in accordance with accepted pharmaceutical industry norms and ethical practices and subject to Section 11.5(d).
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If to GreenLight: | 29 Hartwell Avenue, Lexington, MA 02421 Attention: Andrey Zarur, Chief Executive Officer [***] Kimberly Warren, SVP, BD, Human Health [***] Copy to: Nina Thayer, Deputy General Counsel [***] |
If to EVT: |
EPIVAX THERAPEUTICS [***] Attention: NICOLE RUGGIERO, CEO [***] Copy to: [***] Duane Morris LLP, 1540 Broadway, NY NY 10036 |
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| Email: [***] |
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[signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.
GREENLIGHT BIOSCIENCES, INC.
By_____________________
Name: Andrey Zarur
Title: CEO
EPIVAX THERAPEUTICS, INC.
By_____________________
Name: Nicole Ruggiero
Title: CEO
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SCHEDULE A
EVT Technology
[***]
SCHEDULE B
GreenLight Technology
[***]
SCHEDULE C
[***]