Cross-License Agreement (2001)Full Document 

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                            Cross-License Agreement

This Cross-License Agreement, effective as of the Effective Date, (the
"Agreement") governs disposition of certain intellectual property rights between
ZymoGenetics, Inc., a Washington corporation having a principal place of
business at 1201 Eastlake Avenue East, Seattle, Washington 98102 ("ZGI") and
Novo Nordisk A/S, a Danish corporation having a principal place of business at
Novo Alle, DK-2880, Bag-svaerd, Denmark ("NN").

WHEREAS, ZGI, formerly an indirectly wholly owned subsidiary of NN, is engaged
generally in the research and development of biopharmaceutical products;

WHEREAS, ZGI wishes to acquire licenses to certain rights to patents, patent
applications, know-how and proprietary technology relating to proteins, protein
production and protein delivery resulting from the research and development work
carried out by or for NN; and

WHEREAS, NN wishes to acquire licenses to certain rights to patents, patent
applications, know-how and proprietary technology relating to proteins, protein
production and protein delivery and resulting from the research and development
work carried out by or for ZGI;

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


                                   ARTICLE 1
                                  Definitions
                                  -----------

SECTION 1.1.  "Additional Patents" means:  any patents or patent applications of
              --------------------
ZGI or NN that are not ZGI Patents or NN Patents.

SECTION 1.2.  "Affiliate" shall mean any company, joint venture partnership, or
              -----------
other business entity which controls, is controlled by, or is under common
control of a party hereto. A business entity shall be deemed to control another
business entity if it possesses, directly or indirectly, the power to order or
cause the direction, management and policies of such other business entity,
whether through the ownership of voting securities, by contract or otherwise.

SECTION 1.3.  "NN Core Business Areas" shall mean the business areas set forth
              ------------------------
in Appendix 6 attached here to.

SECTION 1.4.  "Commercialization Rights" means:  (a) the right to conduct
              --------------------------
research (including research with academic and other non-profit institution
collaborators), use, sample, develop (including clinical development), promote,
manufacture, market, offer to sell, import, export, distribute, sell, and have
sold products; and (b) the right to conduct research, use, sample, develop
(including clinical development), manufacture, promote, market, offer to sell,
import, export, distribute, sell and have sold products together with one or
more third parties as part of a co-marketing agreement, strategic partnership,
joint venture relationship or the like in which NN or ZGI continues work on
research and development of products; and (c) the right to sublicense one or
more third parties to manufacture, promote, market, offer to sell, import,
export, distribute, sell and have sold products.

SECTION 1.5.  "Commercialization Partner" means:  a third party to whom NN or
              ---------------------------
ZGI has extended rights consistent with SECTION 1.4(b) above.


Cross-License Agreement
Page 1 of 19
[*] designates portions of this document that have been omitted pursuant to a
request for confidential treatment filed separately with the Commission.


SECTION 1.6.  "Effective Date" means:  the date on which external investors have
              ----------------
first invested at least fifty million United States dollars (US$50,000,000) in
ZGI which money dilutes NN's ownership interest in ZGI to below eighty percent
(80%) and which date is noted for the sake of clarity on the signature page of
this Agreement.

SECTION 1.7.  "NN IP" means:  NN Patents, Additional Patents owned or controlled
              -------
by NN and NN Know-How.

SECTION 1.8.  "NN Know-How" means:  all inventions, discoveries, know-how,
              -------------
methodologies, technology, tangible materials (including nucleic acids,
peptides, vectors, proteins, and the like) that:  (a) pertain to at least one NN
Patent; and (b) were invented, discovered, developed or otherwise generated by
or for NN.

SECTION 1.9.  "NN Patent" means:  any patent or patent application owned or
              -----------
controlled by NN within a patent family listed in Appendix 1 or 2

SECTION 1.10.  "Negotiation Fields" means:  [*]
               --------------------

SECTION 1.11.  "Sublicensee" means:  a third party to whom NN or ZGI has
               -------------
extended a sublicense consistent with SECTION 1.4(c) above.

SECTION 1.12.  "ZGI IP" means:  ZGI Patents, Additional Patents owned or
               --------
controlled by ZGI and ZGI Know-How.

SECTION 1.13.  "ZGI Know-How" means:  all inventions, discoveries, know-how,
               --------------
methodologies, technology, tangible materials (including nucleic acids,
peptides, vectors, proteins, and the like) that:  (a) pertain to at least one
ZGI Patent; and (b) were invented, discovered, developed or otherwise generated
by or for ZGI.

SECTION 1.14.  "ZGI Patent" means:  any patent or patent application owned or
               ------------
controlled by ZGI within a patent family listed in Appendix 3 or 4.


                                   ARTICLE 2
                              Ownership of ZGI IP
                              -------------------

As of the Effective Date, ZGI will own all ZGI IP and will have all rights
attendant to such ownership, subject to NN's rights described herein.  Before
the Effective Date, NN and ZGI shall determine the method and vehicle by which
to transfer to ZGI such ownership of the ZGI IP, and ZGI and NN shall cooperate
so that such transfer is complete no later than the Effective Date.


                                   ARTICLE 3
                  License Grants, License Fees and Reporting
                  ------------------------------------------

SECTION 3.1.  Licenses Granted to NN.  ZGI hereby grants toNN the worldwide,
              --------------------
fully paid up, perpetual co-exclusive right to practice all Commercialization
Rights under the ZGI Patents recited in Appendix 3.  ZGI hereby grants to NN the
worldwide, fully paid up, perpetual non-exclusive right to practice all
Commercialization Rights under the ZGI Patents recited in Appendix 4.  The
SECTION 3.1 rights to sublicense shall extend only to products discovered,
developed or in-licensed by NN.

SECTION 3.2.  Licenses Granted to ZGI.  NN hereby grants to ZGI the worldwide,
              -----------------------
fully paid up, perpetual co-exclusive right to practice all Commercialization
Rights under the NN Patents recited in Appendix 1.


Cross-License Agreement
Page 2 of 19
[*] designates portions of this document that have been omitted pursuant to a
request for confidential treatment filed separately with the Commission.






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