Exhibit 10.44
Execution Copy
Confidential
SOFTWARE LICENSE
AGREEMENT
Software License
Agreement (this “Agreement”) dated as of May 1,
2009, (the “Effective Date”) by and between
CombinatoRx, Incorporated, 245 1 st Street, Fourth Floor,
Cambridge, Massachusetts 02142 (“CombinatoRx”) and
Novartis Institutes for BioMedical Research, Inc.,
250 Massachusetts Avenue, Cambridge, Massachusetts 02139
(“Novartis”).
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1.
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GENERAL : CombinatoRx and Novartis agree that the terms
and conditions set forth in this Agreement apply to the license of
the software and components set forth on Annex 1 (the
“Software”) and any documentation related to the
Software (the “Documentation”). Documentation shall
include all user manuals and supplements which refer to or apply to
the Software.
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2.
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COLLABORATION AGREEMENT
: This Agreement is entered into concurrently with
that certain Research Collaboration and License Agreement (the
“Collaboration Agreement”) dated as of the date hereof
by and between CombinatoRx and Novartis. The signature(s) of each
party hereto shall not be effective until both parties have also
signed the Collaboration Agreement, and the signature(s) of each
party to the Collaboration Agreement shall not be effective until
both parties have also signed this Agreement. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the
Collaboration Agreement.
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3.
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LICENSE : CombinatoRx hereby grants to Novartis and its
Affiliates a nonexclusive, worldwide, royalty free license during
the Term to use the Software and Documentation to carry out the
Research Collaboration and for other internal research purposes
(the “License”). The number of copies of Software
permitted to be installed and used by Novartis and its Affiliates
shall be unlimited. Novartis and its Affiliates may make copies of
the Software and the Documentation as needed for installation,
maintenance and backup purposes.
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Novartis and its Affiliates shall
not decompile the Software, but may test the Software and integrate
the Software with any systems and software that are proprietary to
Novartis or its Affiliates and/or provided or developed by third
parties and owned by or licensed to Novartis or its Affiliates.
Novartis and its Affiliates may also make the Software and the
Documentation available to third party independent contractors
working at their facilities under the direction of Novartis’
or its Affiliates’ employees (for example, outsourced IS/IT
support).
The License does not include any
ownership rights in or rights to sublicense, market or resell the
Software or the Documentation. Novartis acknowledges
CombinatoRx’s proprietary rights in the Software and the
Documentation and agrees to reproduce all copyright notices and
disclaimers on all copies of the Software and
Documentation.
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4.
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CONSIDERATION : The
License shall be fully paid up for the Initial Term pursuant to the
consideration paid to CombinatoRx under Section 5.1(a) of the
Collaboration Agreement. The consideration for each Subsequent Term
shall be three million US Dollars ($3,000,000) per Subsequent Term,
payable within sixty (60) days after Novartis receives
CombinatoRx’s invoice for the same, such invoice to be sent
after the first day of such Subsequent Term and substantially in
the form of Schedule I to the Collaboration
Agreement.
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5.
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OWNERSHIP
OF RESULTS : Novartis (or its Affiliates, as applicable)
shall solely own any and all results, data, inventions (whether or
not patentable), copyright and know-how generated by or through
Novartis’ or its Affiliates’ use of the Software and
the Documentation outside of the Research Collaboration. Ownership
of all results, data, inventions (whether or not patentable),
copyright and know-how generated by or through Novartis’ or
its Affiliates’ use of the Software and Documentation to
carry out the Research Collaboration shall be as set forth in the
Collaboration Agreement.
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6.
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DELIVERY
OF SOFTWARE AND DOCUMENTATION : CombinatoRx shall make the Software available
via download or physical media (as appropriate) to Novartis and its
Affiliates promptly after the Effective Date, provided that the
installation of the Software shall be governed by Section 7.
CombinatoRx shall also provide Novartis and its Affiliates with a
reasonable number of copies of the Documentation in electronic or
hard copy form (as appropriate). Any keys or codes required to
“unlock” or enable the installation and/or operation of
the Software will be provided along with the Software.
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7.
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INSTALLATION, TECHNICAL SUPPORT
AND MAINTENANCE : CombinatoRx shall provide all
reasonable support required by Novartis and its Affiliates to
facilitate the initial installation of the Software and technology
transfer necessary or useful to implement the Software at Novartis
in Cambridge, Massachusetts at no additional cost, pursuant to the
software implementation and support plan attached to this Agreement
as Annex 2 and incorporated herein. CombinatoRx shall
complete the initial installation and technology transfer no later
than the end of the sixth (6 th ) week after the Effective
Date. CombinatoRx personnel shall not be required to travel outside
the Boston metropolitan area (including Cambridge, Massachusetts)
to support the installation of the Software outside of Cambridge,
Massachusetts. In addition, CombinatoRx shall provide up to two
hundred (200) hours of support per year of the Term at no
cost. CombinatoRx shall notify Novartis in writing when one hundred
eighty (180) hours of support have been used in eac
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