License Agreement Between Fermavir Research, Inc. And University College Cardiff Consultants Limited Dated February 2, 2005

Exhibit 10.8



CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



PATENT AND TECHNOLOGY LICENSE AGREEMENT



This AGREEMENT ("AGREEMENT") is made on this 2nd day of February 2005 by and among

(1) UNIVERSITY COLLEGE CARDIFF CONSULTANTS LIMITED ("LICENSOR"), a company incorporated under the laws of England and Wales whose address is 30-36 Newport Road, Cardiff, CF24 0DE, United Kingdom and

(2) CONTRAVIR RESEARCH INCORPORATED a Delaware limited liability company having a principal place of business located at 595 Stewart Avenue, Garden City, New York 11530 "LICENSEE")


RECITALS
A. LICENSOR was established, amongst other things, to hold, to manage and to exploit intellectual property generated by CARDIFF.
B. LICENSOR and REGA are the joint owners of the PATENT RIGHTS and the TECHNOLOGY RIGHTS.
C. Pursuant to the terms of an agreement dated 24 September 1998 as amended by a deed of variation dated 23 December 2004 LICENSOR has an irrevocable, exclusive worldwide right and licence under the PATENT RIGHTS and the TECHNOLOGY RIGHTS to manufacture, use, sell or otherwise deal in or with products utilising the PATENT RIGHTS and/or the TECHNOLOGY RIGHTS and/or incorporating the LICENSED SUBJECT MATTER together with the right to grant sublicenses thereunder.
D. LICENSOR desires to have the LICENSED SUBJECT MATTER developed in the LICENSED FIELD.
E. LICENSEE wishes to obtain a sublicense from LICENSOR to practice LICENSED SUBJECT MATTER in LICENSED TERRITORY in LICENSED FIELD.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:





TABLE OF CONTENTS

RECITALS Page 1
I. EFFECTIVE DATE Page 3
II. DEFINITIONS Page 3
III. SUBLICENSE Page 4
IV. CONSIDERATION, PAYMENTS AND REPORTS Page 5
V. SPONSORED RESEARCH Page 7
VI. PATENTS AND INVENTIONS Page 7
VII. INFRINGEMENT BY THIRD PARTIES Page 8
VIII. PATENT MARKING Page 9
IX. INDEMNIFICATION AND INSURANCE Page 9
X. USE OF NAMES OF LICENSOR, CARDLFF, REGA AND KUL Page 10
XI. CONFIDENTIAL INFORMATION AND PUBLICATION Page 10
XII. ASSIGNMENT Page 11
XIII. TERM AND TERMINATION Page 12
XIV. WARRANTY: SUPERIOR-RIGHTS Page 14
XV. PARENT COMPANY GUARANTEE Page 15
XVI. GENERAL Page 15
SIGNATURES Page 17
EXHIBIT 1 Page 18
EXHIBIT II Page 20









I. EFFECTIVE DATE

1 This AGREEMENT is effective as of the date written above ("EFFECTIVE DATE").

II. DEFINITIONS

As used in this AGREEMENT, the following terms have the meanings indicated:
2.1 AFFILIATE means any business entity more than fifty percent (50%) owned by LICENSEE, any business entity which owns more than fifly percent (50%) of LICENSEE, or any business entity that is more than fifty percent (50%) owned by a business entity that owns more than fifty percent (50%) of LICENSEE.
2.2 CARDIFF means Cardiff University (the public name of the University of Wales, Cardiff) which has an administrative address at 30-36 Newport Road, Cardiff, United Kingdom, CF24 0DE,
2.3 KUL means Katholieke Universiteit Leuven which has administrative offices at Oude Markt 13, B-3000 Leuven, Belgium and is represented by its technology transfer office, KU Leuven Research and Development of Groot Beginjnhop 58-59, B-3000 Leuven, Belgium.
2.4 LICENSED FIELD with respect to LICENSED SUBJECT MATTER shall mean all fields of use.
2.5 LICENSED PRODUCTS means any product or service (a) comprising or derived from LICENSED SUBJECT MATTER and that is covered by: (i) a claim in a pending patent application which claim has not been finally disallowed without the possibility of appeal or refiling; or (ii) a claim in an issued, unexpired patent that has not been held invalid by a non-appealed or unappealable decision by a court or other appropriate body of competent jurisdiction; and/or (b) which uses or incorporates TECHNOLOGY RIGHTS unless LICENSEE can demonstrate to LICENSOR's reasonable satisfaction that such TECHNOLOGY RIGHTS as are used or incorporated are not of a confidential nature and in assessing whether or not such TECHNOLOGY RIGHTS are of a confidential nature any such TECHNOLOGY RIGHTS that are in the public domain as a result of any act or omission by LICENSEE (other than the inclusion or reference to such TECHNOLOGY RIGHTS in a published application or issued patent) shall be deemed to be of a confidential nature.
2.6 LICENSED SUBJECT MATTER means inventions and discoveries covered by PATENT RIGHTS or TECHNOLOGY RIGHTS.
2.7 LICENSED TERRITORY means the whole world.
2.8 NET SALES means, in the case of SALES on arm's length terms, the annual gross revenues received from such SALES or, in the case of SALES not on arm's length terms, the annual gross revenues that would have been received from such SALES had they been on arm's length terms less, in each case, reasonable sales discounts actually granted, sales and/or use taxes actually paid, import and/or export duties actually paid, reasonable outbound transportation actually prepaid or allowed, and reasonable amounts actually allowed or credited due to returns (not exceeding the original billing or invoice amount).


2.9 PARTIES shall mean LICENSOR and/or LICENSEE as the context requires; and parties shall mean LICENSOR and/or LICENSEE and/or GUARANTOR as the context requires,
2.10 PATENT RIGHTS means LICENSOR and REGA's rights in any patents, and/or patent applications, whether domestic or foreign, and all divisionals, continuations, continuations-in-part, reissues, reexaminations or extensions thereof, including but not limited to supplementary protection certificates and any letters patent that issue thereon as defined in Exhibit 1 attached hereto,
2.11 REGA means Rega Foundation whose address is Minderbroedersstraat 10, B-3000 Leuven, Belgium. Rega Foundation is a constituent of KUL.
2.12 SALE or SOLD means the transfer or disposition of a LICENSED PRODUCT by LICENSEE or any AFFILIATE for value to a person, firm, company or organisation other than LICENSEE.
2.13 TECHNOLOGY RIGHTS means LICENSOR's and REGA's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, or data in existence at the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS.
III. SUBLICENSE
3.1 LICENSOR hereby grants to LICENSEE a royalty-bearing, and, subject to the provisions of sections 3.5 and 6.2 hereinbelow, exclusive sublicense under PATENT RIGHTS and 'TECHNOLOGY RIGHTS to manufacture, have manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS within LICENSED TERRITORY for use within LICENSED FIELD. This grant is subject to Sections 14.2, and 14.3 hereinbelow, the payment by LICENSEE to LICENSOR of all consideration as provided herein and the timely payment of all amounts due under any related sponsored research agreement between CARDIFF and LICENSEE or between KUL and LICENSEE or between CARDIFF, KUL and LICENSEE in effect during this AGREEMENT.
3.2 LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER consistent with the terms of this AGREEMENT provided that LICENSEE is responsible for such sublicensees, and for diligently collecting all amounts due to LICENSEE from such sublicensees. If any such sublicensee becomes bankrupt, insolvent or is placed in the hands of a receiver or trustee, LICENSEE, acting under applicable law and in a timely manner, agrees to use its best reasonable efforts to collect all consideration owed to LICENSEE, including having the sublicense agreement confirmed or rejected in a court of proper jurisdiction, if commercially reasonable.
3.3 LICENSEE must deliver to LICENSOR a true and correct copy of each sublicense granted by LICENSEE and any modification or termination thereof, within thirty (30) calendar days after execution, modification, or termination.
3.4 If this AGREEMENT is terminated pursuant to Article XIII-Term and Termination, LICENSOR agrees to accept as successors to LICENSEE, existing sublicensees in good standing at the date of termination provided that each such sublicensee consents in









writing to be bound by such of the terms and conditions of this AGREEMENT as LICENSOR requires.
3.5 Nothing contained in this AGREEMENT shall be interpreted or construed in any way as preventing LICENSOR from permitting CARDIFF and/or KUL and/or RIGA to undertake or to Continue with any non-commercial research utilising PATENT RIGHTS, TECHNOLOGY RIGHTS and/or LICENSED SUBJECT MATTER.
IV. CONSIDERATION, PAYMENTS AND REPORTS
4.1 In consideration of rights granted by LICENSOR to LICENSEE under this AGREEMENT, LICENSEE agrees to pay to LICENSOR the following:
(a) A license fee in the amount of two hundred and seventy thousand dollars (US$270,000) which shall include all out-of-pocket expenses incurred by LICENSOR prior to the EFFECTIVE DATE in filing, prosecuting, enforcing and maintaining PATENT RIGHTS. This fee will not reduce the amount of any other payment provided for in this Article IV. The license fee shall be paid in two (2) installments, after the LICENSEE has received an invoice for the amount from LICENSOR and, in the case of the installment referred to in (ii) below, after LICENSEE has received from LICENSOR written documentation confirming that such sum has been paid or is owing by LICENSOR, as follows:
(i) one hundred and five thousand dollars (US$105,000) shall be paid within thirty (30) calendar days of the Effective Date; and
(ii) one hundred and sixty five thousand dollars (US$165,000) shall be paid within ninety (90) calendar days of the Effective Date;
(b) A running royalty equal to * percent (*%) of NET SALES for NET SALES up to and including * dollars (US$*), a running royalty equal to * percent (*%) of NET SALES for NET SALES in excess of * dollars (US$*) and up to and including * dollars (US$*), and a running royalty equal to * percent (*%) of NET SALES for NET SALES in excess of * dollars (US$*);
(c) Milestone payments upon occurrence of the following milestone events:
(i) upon initiation of a Phase I clinical trial for a LICENSED PRODUCT, * dollars (US$*);
(ii) upon initiation of a Phase II clinical trial for a LICENSED PRODUCT, * dollars (US$*);
(iii) upon initiation of a Phase III clinical trial for a LICENSED PRODUCT, * dollars (US$*):, and









(iv) upon approval of the first NDA for any LICENSED PRODUCT, * dollars (US$*);
LICENSEE will notify LICENSOR within thirty (30) calendar days of each and any such milestone event being reached. LICENSEE will pay the above milestone payments to LLCENSOR in respect of each and every LICENSED PRODUCT that reaches such milestone event to which such payment relates and irrespective of whether it is LICENSEE or an AFFILLATE that initiates or is responsible for achieving the relevant milestone event PROVIDED THAT the milestone payments required by this section 4.1(c) shall apply only to (1) the first LICENSED PRODUCT reaching each milestone event for a first therapy area which relates to treatment of VZV and (2) the first LICENSED PRODUCT reaching each milestone event for a second therapy area which relates to treatment of HCMV; and PROVIDED FURTHER THAT nothing in this section 4. 1(c) shall oblige LICENSEE to make multiple milestone payments for the same milestone event for any therapy area or upon reaching milestone events in more than two therapy areas in total.
(d) For any sublicense pursuant to Section 3.2 hereinabove (other than a sublicense to an AFFILIATE), * percent (*%) of all royalties, up front payments, and milestone payments due to LICENSEE.
4.2 LICENSEE in furtherance of the objectives of this AGREEMENT agrees to make or to procure that its AFFILIATES make good faith expenditures towards the clinical development of at least one LICENSED PRODUCT, in a minimum amount of two million dollars (US$2,000,000), such expenditures to be committed within thirty six (36) months following the EFFECTIVE DATE. Upon written request, LICENSEE shall provide to LICENSOR written documentation of such expenditures at the conclusion of such thirty six (36) month period.
4.3 During the term of this AGREEMENT and for one year thereafter, LICENSEE agrees to keep complete and accurate records of its and its AFFILIATES' SALES and NET SALES and its and its AFFILIATES Section 4.2 expenditures in sufficient detail to enable the royalties and other payments due hereunder and LICENSEE's compliance with this AGREEMENT to be determined, LICENSEE agrees to permit LICENSOR or its representatives, at LICENSOR's expense, to periodically examine LICENSEE'S and any AFFILIATES' books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due to LICENSOR are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at eight percent (8%) per annum or the maximum rate allowed by law, whichever is lower. In the event that LICENSEE has overpaid any payment due to LICENSOR in an amount equal to or greater than five percent (5%) of the total, LICENSOR will return any such overpayment to LICENSEE after deduction of LICENSOR's reasonable examination expenses.









4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to LICENSOR a written progress report as to LICENSEE's and any suhlicensee's efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in LICENSED TERRITORY and LICENSEE's and sublicensees' commercialization plans for the upcoming year.
4.5 All amounts payable hereunder by LICENSEE will be paid in United States dollars without set-off, deductions for taxes, assessments, fees, o ...