EXHIBIT 10.8
PEPTIDE THERAPEUTICS LIMITED
- and -
NOVARTIS PHARMA AG
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COLLABORATION AGREEMENT
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CONTENTS
1 Definition
2 The Programme
3 Consideration
4 Intellectual Property
5 Licence Agreement
6 Confidentiality
7 Publications
8 Warranties and Undertakings
9 Announcements
10 Assignment
11 Costs
12 Further Assurance
13 Term
14 General
15 Governing Law and Jurisdiction
16 Counterparts
Schedule 1 - Research Plan
Schedule 2 - Licence Agreement
THIS AGREEMENT is made on 1st November 1998
BETWEEN:-
(1) PEPTIDE THERAPEUTICS LIMITED (No 2774777) whose registered office is at
000 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx, XX0 0XX XX
("PEPTIDE"); and
(2) NOVARTIS PHARMA AG whose registered office is at Xxxxxxxxxxxx 00,
XX-0000, Xxxxx, Xxxxxxxxxxx ("NOVARTIS").
Together referred to as "the Parties", each singly as a "Party".
WHEREAS
(A) Peptide has developed a system for the discovery of substrates and the
development of inhibitors of protease enzymes known as RAPiD (Rational
Approach to Protease Inhibitor Design);
(B) Novartis has identified the Target Protease for which they wish to
develop Substrates and Inhibitors as such terms are hereinafter
defined;
(C) The Parties have agreed that Peptide will carry out the Programme on
the Target Protease using RAPiD and endeavour to provide a Substrate
and Data (as hereinafter defined) to Novartis; and
(D) Following completion of the Programme, Novartis will have the option to
enter into a licence agreement with Peptide to allow use of the
Substrate and Data.
IT IS AGREED as follows:
1 DEFINITION
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"AFFILIATE(S)" In the case of either Party, a corporation
or other entity which, directly or
indirectly, controls, is controlled by or is
under common control with, that Party. A
corporation or other entity shall be
regarded as in control of another
corporation or entity if it owns or directly
or indirectly controls more than fifty
percent (50%) of the voting stock or other
ownership interest of the other corporation
or entity, or if it possesses, directly or
indirectly, the power to direct or cause the
direction of the management and policies of
the corporation or other entity.
"ARISING IP" Any Intellectual Property resulting from the
Programme carried out by Peptide including
Data.
"BACKGROUND IP" All Intellectual Property owned by or
available to either Party prior to this
Agreement or generated during the term of
this Agreement but not resulting from the
Programme. For the avoidance of doubt the
Parties recognise that Novartis owns all
Intellectual Property related to the Target
Protease as well as to any compounds for
which Novartis discovers a pharmacological
activity with respect to such Target
Protease, and Peptide owns all Intellectual
Property related to RAPiD.
2
"CONFIDENTIAL INFORMATION"
All information disclosed by one Party ("the
Disclosing Party") to the other ("the
Receiving Party") whether before or after
the date of this Agreement which is not in
the public domain including without
prejudice to the generality of the
foregoing; know-how and/or documents
relating to or comprising the Background IP;
know-how and/or documents relating to or
comprising the Arising IP, and the Data and
any information relating to the Disclosing
Party's products, operations, processes,
plans or intentions, know-how, intellectual
property, inventions, trade secrets, market
opportunities and business affairs.
"DATA" The data relating to the Target Protease
generated during the Programme by or on
behalf of Peptide.
"FRET" Fluorescence Resonance Energy Transfer.
"INHIBITOR" Any inhibitor of the Target Protease.
"INTELLECTUAL PROPERTY" Any and all interest whether legal or
beneficial arising under the laws of England
or elsewhere in patent, copyright, design
right, rights in confidentiality, trade xxxx
rights and any other analogous rights,
applications for any of the foregoing (and
the right to make such applications)
including Know How.
3
"KNOW HOW" Technical and scientific information,
necessary or useful in developing
Substrates, not at present in the public
domain and held in any form (including,
without limitation, that comprised in or
derived from drawings, data, formulae,
specifications, notes, chemical compounds,
computer software, component lists,
instructions, manuals, reports and process
descriptions) by either Party to this
Agreement.
"LICENCE AGREEMENT" The agreement to be entered into to allow
Novartis to use the Substrate and the Data,
the form of which is set out in Schedule 2.
"OPTION PERIOD" []*
"PRESS RELEASE" The press release announcing the conclusion
of this Agreement the wording of which
having been mutually agreed by the Parties .
"PROGRAMME" The research programme, outlined in Schedule
1, during the performance of which Peptide
will apply RAPiD to the Target Protease
supplied by Novartis, and the purpose of
which is to identify a Substrate for the
Target Protease.
"RAPID" Peptide's proprietary system for discovering
substrates and developing inhibitors of
protease enzymes.
"REPORT" A written report summarising the Data to be
provided by Peptide to Novartis.
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* This portion of the Exhibit has been omitted pursuant to a Request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
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"SUBSTRATE" A FRET substrate for the Target Protease
having a []* and selected by Novartis as
being suitable for use in an assay for
measuring the proteolytic activity of
Target Protease.
"TARGET PROTEASE" []*
2 THE PROGRAMME
2.1 Within []* of signing this Agreement, Novartis shall provide Peptide
with sufficient Target Protease required for the Programme and any
available information necessary to assay the Target Protease.
2.2 Peptide agrees to use reasonable endeavours to carry out the Programme
and to deliver to Novartis the Report as soon as is reasonably
practicable. In addition, if Peptide has identified a Substrate for
the Target Protease, Peptide will promptly supply Novartis with
approximately []* of the Substrate for evaluation by Novartis. In
any event Peptide shall provide the Report to Novartis within []* of
the date of this Agreement.
3 CONSIDERATION
In consideration of Peptide carrying out the Programme Novartis
agrees to pay to Peptide []* exclusive of any applicable sales taxes
thereon within []* of (a) signing this Agreement and (b) receipt of
an invoice for this amount from Peptide, whichever is later .
4 INTELLECTUAL PROPERTY
4.1 For the avoidance of doubt all Background IP shall remain the property
of the Party owning such Background IP prior to this Agreement or
generating or acquiring it during the term of this Agreement.
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* This portion of the Exhibit has been omitted pursuant to a Request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
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4.2 Any Arising IP and all Data shall be the property of Peptide.
4.3 Novartis shall have a sole licence during the Option Period to use the
Data and the Substrate only for the purpose of internally evaluating
the Data and the Substrate.
5 LICENCE AGREEMENT
5.1 During the Option Period Novartis may elect to enter into the License
Agreement in the form set out in Schedule 2.
5.2 In the event Novartis elects not to enter into the License Agreement
during the Option Period, the following terms and conditions shall
apply, subject to Clause 6 hereof:
(a) Novartis shall make no further use or disclosure of the Data
nor of any data which has been derived, in part or in its
entirety, from or by use of the Data; and
(b) Novartis shall make no further use or disclosure of the
Substrate provided or identified by Peptide nor any substrate
derived from such Substrate nor shall it make any further use
or disclosure of any associated Data related to the Substrate;
and
(c) Novartis shall make no further use or disclosure of any of the
Confidential Information provided to it by Peptide; and
(d) Novartis shall return to Peptide all Data and Confidential
Information received by it in any format whatsoever together
with any and all copies of such Data and Confidential
Information which may have been made in any format whatsoever
and agrees to destroy any remaining quantities of Substrate.
6 CONFIDENTIALITY
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6.1 During the term of this Agreement and for a period of []* after
termination or expiration of this Agreement for any reason
whatsoever the Receiving Party shall;
6.1.1 keep the Confidential Information confidential;
6.1.2 not disclose the Confidential Information to any other person
or entity other than with the prior written consent of the
Disclosing Party; and
6.1.3 not use the Confidential Information for any purpose other
than the performance of its obligations or the exercise of its
rights under this Agreement.
The Receiving Party shall procure that its employees and the employees of its
Affiliates are made aware of and comply with all the Receiving Party's
obligations of confidentiality under this Agreement as if these employees were a
party to this Agreement.
6.2 The obligations contained in Clause 6.1 shall not apply to any
Confidential Information which: -
6.2.1 at the date of this Agreement or at any time after the date of
this Agreement is, or comes into, the public domain other than
through breach of this Agreement by the Receiving Party or any
Recipient;
6.2.2 can be shown by the Receiving Party to the satisfaction of the
Disclosing Party to have been known by the Receiving Party
before disclosure by the Disclosing Party to the Receiving
Party;
6.2.3 subsequently comes lawfully into the possession of the
Receiving Party from a third party under no obligation of
confidence to the Disclosing Party in respect of such
Confidential Information;
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* This portion of the Exhibit has been omitted pursuant to a Request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
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6.2.4 is subsequently and independently developed by employees of
the Receiving Party or Affiliates thereof who had no knowledge
of the Confidential Information disclosed; or
6.2.5 is required by law, by any court of competent jurisdiction or
by any other appropriate regulatory body (including without
limitation the London Stock Exchange Limited and the Panel on
Take-overs and Mergers).
7 PUBLICATIONS
Neither Novartis nor Peptide shall submit for written or oral publication any
manuscript, abstract or the like which includes data or other information
generated and provided by the other Party without first obtaining the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. The contribution of each Party shall be noted in all publications or
presentations by acknowledgement or co-authorship, whichever is appropriate.
8 WARRANTIES AND UNDERTAKINGS
The Parties exclude to the fullest extent permitted by law any warranties,
conditions, undertakings or terms implied by operation of law (statutory or
otherwise).
9 ANNOUNCEMENTS
The Parties agree that immediately following the execution of this Agreement the
Press Release may be released by the Parties . No other public announcement,
communication or circular (other than to the extent required by law, the London
Stock Exchange Limited or the Panel on Take-overs and Mergers or any other
regulatory body in any jurisdiction) concerning the transactions referred to in
this agreement shall be made or despatched by either Party for so long as this
Agreement continues in force without the prior written consent of the other
Party, such consent not to be unreasonably withheld or delayed.
10 ASSIGNMENT
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Neither Party shall assign or transfer or purport to assign or transfer any of
its rights or obligations under this Agreement except with the prior written
consent of the other Party save that either Party may at any time assign or
transfer any of its rights or obligations under this Agreement to any of its
Affiliates. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their successors and assigns.
11 COSTS
Except as otherwise expressly provided in this Agreement, each Party shall pay
its own costs of and incidental to the negotiation, preparation, execution and
implementation by it of this Agreement and of all other documents referred to in
it.
12 FURTHER ASSURANCE
Each Party shall at its own cost do and execute or procure to be done and
executed all necessary acts, deeds, documents and things reasonably within its
power to give effect to this Agreement.
13 TERM
This Agreement shall come into effect on the date first written above and shall
end on expiry of the Option Period.
14 GENERAL
14.1 This Agreement constitutes the entire agreement between the Parties
relating to the subject matter of this Agreement and supersedes all
previous such agreements whether made orally or in writing.
14.2 No variation of this Agreement shall be valid unless it is in writing
and signed by or on behalf of each of the Parties.
14.3 The failure to exercise or delay in exercising right or remedy under
this Agreement shall not constitute a waiver of the right or remedy or
a waiver of any other rights or remedies
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and no single or partial exercise of any right or remedy under this
Agreement shall prevent any further exercise of the right or remedy or
the exercise of any other right or remedy.
14.4 Nothing in this Agreement shall be construed as creating a partnership
between the Parties or as constituting either Party as the agent of the
other Party for any purpose whatsoever and neither Party shall have the
authority or power to bind the other Party or to contract in the name
of or create a liability against the other Party in any way or for any
purpose.
14.5 If the performance of any part of this Agreement by either Party, or of
any obligation under this Agreement, is prevented, restricted,
interfered with or delayed by reason of any cause beyond the control of
the Party liable to perform, unless conclusive evidence to the contrary
is provided, the Party so affected shall, upon giving written notice to
the other Party, be excused from such performance to the extent of such
prevention, restriction, interference or delay, provided that the
affected Party shall use its best efforts to avoid or remove such
causes of non-performance and shall continue performance with the
utmost dispatch whenever such causes are removed. When such
circumstances arise, the parties shall discuss what, if any,
modification of the terms of this Agreement may be required in order to
arrive at an equitable solution.
14.6 Provisions of this Agreement which, by their nature, are intended to
survive termination of this Agreement, shall so survive.
15 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and Wales and
the parties hereto hereby irrevocably submit to the jurisdiction of the
English Courts.
16 COUNTERPARTS
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This Agreement may be executed in any number of counterparts each of
which when executed and delivered shall be an original, but all the
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties, through their authorised officers, have
executed this Agreement as of the date first written above.
Signed on behalf of )
PEPTIDE THERAPEUTICS LIMITED )
Signed on behalf of )
NOVARTIS PHARMA AG )
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SCHEDULE 1
RESEARCH PLAN
[]*
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* This portion of the Exhibit has been omitted pursuant to a Request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
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SCHEDULE 2
[]*
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* This portion of the Exhibit has been omitted pursuant to a Request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
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