EXHIBIT 10.17
AGREEMENT
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In this agreement, made and entered into as of the 31 day of August, 1999
("Effective Date"), MediChem Research, Inc., an Illinois corporation
("MediChem") and Advanced Life Sciences, Inc., and Illinois corporation ("ALS"),
agree as follows:
1. MediChem has acquired a license (attached as Appendix B) to the patent
entitled "Methods for Screening Chromatographic Adsorbents" (Application
60/070,887) filed on January 9, 1998 ("Patent"). To the best of MediChem's
knowledge, the Patent is owned by Regis Technologies, Inc.
2. ALS desires to acquire and MediChem is willing to assign to ALS all of
MediChem's rights, interests and obligations to the technical information
pursuant to section 4.1 of the license of Appendix B.
3. ALS desires to acquire and MediChem is willing to sublicense to ALS all of
MediChem's rights, interests and obligations to any and all patents that
accrue from the technical information pursuant to section 4.1 of the license
of Appendix B.
4. MediChem hereby transfers, grants, conveys, assigns, and relinquishes
exclusivity to ALS all of MediChem's rights, interests and obligations to
the technical information and any patents accruing from the technical
information set forth in the license of Appendix B.
5. MediChem hereby transfers, grants, conveys, and relinquishes exclusivity to
ALS the right to sublicense, in part or in whole, the technical information
and any patents accruing from the technical information set forth in the
license of Appendix B. Furthermore, ALS herewith grants MediChem an
exclusive sublicense attached hereto as Appendix A.
6. On the Effective Date, ALS shall pay to MediChem the lump sum payment of
$75,000.00 as specified by ALS.
7. In furtherance of this Agreement, MediChem hereby acknowledges that, from
the Effective Date forward, ALS has succeeded to all of MediChem's rights,
interests and obligations under the Appendix B license.
8. MediChem represents and warrants that no consents of other parties are
necessary or appropriate under any agreements in order for the assignment
under this agreement to be legally effective.
9. This agreement shall inure to the benefit of, and be binding on, the parties
hereto together with their respective legal representatives, successors and
assigns.
10. This agreement merges and supercedes all prior and contemporaneous
agreements, assurances, representations, and communications between or among
the parties hereto concerning the matters set forth herein.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officer or representative as of the date set
forth below.
Advanced Life Sciences, Inc. MediChem Research, Inc.
____________________________ __________________________
Xxxxxxx X. Xxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx
President Chief Financial Officer
____________________________ __________________________
Date Date
APPENDIX A
LICENSE AGREEMENT
In this Agreement, made and entered into as of the 31 day of August, 1999
("Effective Date"), Advanced Life Sciences, Inc., ("Licensor") hereby grants an
exclusive sublicense to MediChem Research, Inc., ("Licensee") under the express
terms and conditions of the License Agreement between MediChem Research Inc.,
and Regis Technologies, Inc., attached hereto as Appendix B.
Furthermore, Licensor agrees to the following provision:
1. Royalties & Milestones
1.1 Licensee will pay Licensor a royalty of four percent (4%) of all
Net Sales of any of the Licensed Products.
1.2 Licensor agrees to pay Licensee a milestone payment of $300,000.00 upon
demonstrated Commercial Use.
1.3 Licensor agrees to pay Licensee a milestone payment of $300,000.00 upon
successful issuance of the Licensed Patent from the United States Patent and
Trademark Office.
1.4 Licensor agrees to pay Licensee a milestone payment of $150,000.00 for
each publication in a Peer Reviewed Journal.
Advanced Life Sciences, Inc. MediChem Research, Inc.
___________________________ ____________________________
Xxxxxxx X. Xxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx
President Chief Financial Officer
___________________________ ____________________________
Date Date
EXHIBIT A
What is claimed is:
1. A method for identifying a selective adsorbent for separating analyte
mixtures comprising:
a. providing an array of containers each having a candidate selective
adsorbent;
b. adding a solution of the analyte mixture to be separated to each
selective adsorbent candidate in the containers;
c. allowing the analyte mixture to interact with the selective
adsorbent candidate; and
d. identifying the distribution of analyte mixture in the solution or
on the selective adsorbent candidate.
2. The method of claim 1 wherein the selective adsorbent is silica having
an organic molecule covalently linked thereto.
3. The method of claim 1 wherein the selective adsorbent is polystyrene
having an organic molecule covalently linked thereto.
4. The method of claim 2 wherein the selective adsorbent is derived from
silica having an aminoalkyl group covalently linked thereto.
5. The method of claim 4 wherein the aminoalkyl group has at least one
enantioenriched amino acid covalently linked thereto.
6. The method of claim 1 wherein the amount of selective adsorbent is
about 1 mg to 100 mg.
7. The method of claim 1 wherein the analyte mixture is tested in an array
of 50-1000 candidate selective adsorbents.
8. The method of claim 1 wherein the distribution of analytes is measured
by high pressure liquid chromatography or gas chromatography.
9. The method of claim 8 wherein chromatographic detection by mass
spectrometry is employed.
10. The method of claim 8 wherein an aliquot of the analyte mixture is
removed and subjected to chemical derivatization prior to analysis.
11. The method according to claim 1 wherein the analyte mixture is a
mixture of enantiomers.
12. The method of claim 1 wherein the distribution of analytes is measured
by chiroptical spectroscopy techniques such as circular dichroism
spectroscopy or measurement of optical rotation.
ABSTRACT OF THE DISCLOSURE
The invention discloses a method for rapid identification of a candidate
selective separation material by placing small samples of the candidate material
in an array of vials and adding a solution of the analytes to be separated. The
solution is allowed to interact or equilibrate and the distribution of the
analytes in the solid or liquid phase is measured usually by gas or liquid
chromatography. The identified candidate material with the greatest differential
adsorption of the analytes is selected and used as an adsorbent for large scale
separation. The rapid screening of chromatographic adsorbents provides an
efficient way of finding suitable absorbent materials for large scale
separations.
APPENDIX B
SEE EXHIBIT 10.13
