-399-
interest in a compound identified as the NPT-15000 series that it
had acquired in 1978 from the Sloan-Kettering Memorial Institute
for Cancer Research (Sloan-Kettering), the discoverer of the
compound. At that time, this particular compound was still in
the experimental stage of development.
In the 1978 transaction, Newport also acquired one-half of
the “Patent Rights [of the compound], and the inventions and
improvements covered thereby, throughout the world.” The term
“Patent Rights” was comprehensively defined elsewhere in the 1978
sales agreement. In this 1978 sales agreement, Newport was given
the exclusive right to exploit the patent rights to the subject
compound on a world-wide basis, as to which Newport agreed to use
its best efforts to exploit the patent rights for the mutual
benefit of itself and Sloan-Kettering. The agreement further
allowed Newport to license third parties in connection with the
exploitation of the subject compound; however, such licensing
agreements, among other things, had to be agreed to by
Sloan-Kettering.
IRC ostensibly was organized to engage in a licensing
agreement with Newport for exploitation of the NPT-15000 series
compound in which Newport held a one-half interest. IRC and
Newport entered into such an agreement in 1979 for the compound
identified as NPT-15392, which was within the NPT-15000 series.
However, the licensing agreement IRC entered into was only with
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