Contract
Exhibit
10.2
CONFIDENTIAL
TREATMENT REQUESTED:
Certain
portions of this document have been omitted pursuant to a request for
confidential treatment and, where applicable, have been marked with an asterisk
(“[*****]”) to denote where omissions have been made. The confidential material
has been filed separately with the Securities and Exchange
Commission.
AMENDMENT
TO COLLABORATIVE RESEARCH AGREEMENT
This
Agreement is made the 19th day of June 2008.
BETWEEN
(1)
MEDICAL RESEARCH COUNCIL TECHNOLOGY whose principal office is situated at 0-0
Xxxxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxx XX0 xXX, XX (hereinafter called "MRCT").
AND
(2)
INTELLECT NEUROSCENCES, INC. whose principal place of business is situated
at 0
Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000, XXX (hereinafter called "Intellect"). Hereinafter referred
to collectively as "the Parties" or individually as "a Party."
|
(A)
|
MRCT
and Intellect entered into a Research Collaboration Agreement effective
as
of August 6, 2007 (the "Collaboration Agreement") pursuant to which
MRCT
agreed to conduct a project to humanize two of Intellect's murine
antibodies;
|
|
(B)
|
On
May 13, 2008 (the "Effective Date"), Intellect entered into a License
Agreement (the "Elan/Wyeth Agreement") by and among Intellect and
AHP
MANUFACTURING BV, acting through its Wyeth Medica Ireland Branch,
(“Wyeth") and ELAN PHARMA INTERNATIONAL LIMITED ("Elan") to provide
Wyeth
and Elan (the "Licensees") with certain license lights under certain
of
Intellect's patents .and patent applications (the "Licensed Patents")
relating to certain antibodies that may serve as potential therapeutic
products for the treatment for Alzheimer's Disease (the "Licensed
Products") and for the research, development, manufacture and
commercialization of Licensed Products;
|
|
(C)
|
Pursuant
to the Elan/Wyeth Agreement, Licensees collectively are obligated
to pay
Licensor (i) [*****] after the Effective Date of the Elan/Wyeth Agreement
(the "Initial License Fee") and (ii) [*****] the grant by the European
Patent Office of a Licensed Patent with at least one Valid Claim
(as
defined in the Elan/Wyeth Agreement) that covers (a) the [*****],
(b) the
method of manufacture for [*****] or (c) the use of [*****] for the
treatment of [*****] or [*****] (as such terms are defined in the
Elan/Wyeth Agreement) (the "European Patent Payment");
|
|
(D)
|
Intellect
is in the process of raising further finance and as a result has
requested
that the financial terms of the Collaboration Agreement as relate
to
Antibody IN-NO1 are restructured.
|
|
(E)
|
MRCT
has agreed to such proposed restructuring on the terms and conditions
set
out in this Amendment Agreement.
|
|
(F)
|
The
terms of the Collaboration Agreement shall remain the same in relation
to
Antibody IN-C02.
|
NOW
IT IS
HEREBY AGREED AS FOLLOWS
1.
DEFINITIONS
AND INTERPRETATION
The
defined terms used in this Amendment Agreement shall have the same meaning
as
set out in the Collaboration Agreement and the following additional defined
terms shall apply:
"Intellect
Financing" the closing of a debt, equity or royalty based financing of the
Company during 2008 with a third party or parties.
"Intellect
Warrants" shall mean those warrants to purchase common stock of Intellect as
set
out in the "Warrant to Purchase Stock” dated the same day as this Agreement.
2,
AMENDMENT
TO COLLABORATION AGREEMENT
2.1.1
Clause
3.1 of the Collaboration Agreement shall be deleted and replaced with the
following clause:
"3.1
Intellect
shall pay to MRCT for undertaking To perform the humanisation work pursuant
to
the Research Collaboration the sum of [*****] for Antibody IN-NO1 and [*****]
for Antibody IN-C02 (the "Initial Payment"). The initial Payment for each
Antibody is non-refundable and shall be made as follows:
With
respect to Antibody IN-NO1:
| (i) |
[*****]
from the proceeds received by Intellect from the Initial Payment;
and
|
| (ii) |
[*****]
from the proceeds received by Intellect from the European Patent
Payment
);and
|
With
respect to Antibody IN-C02:
|
(iii)
|
within
thirty (30) days of the receipt by MRCT of the cell line producing
Antibody IN-C02 from Intellect (as set out in Section 2.3) in relation
to
Antibody IN- C02.
|
|
2.1.2
|
Clause
3.2 of the Collaboration Agreement shall remain in full force and
effect
in relation to Antibody IN-C02 only. A new Clause 3.2A shall be inserted
as follows:
|
"3.2A
In
consideration of the research efforts carried out by MRCT in, relation to
Antibody IN-NO1 in accordance with the Research Plan, Intellect shall pay to
MRCT research milestone payments ("IN-NO1 Research Milestone Payments")
totaling[*****], which sum shall be payable within thirty (30) days of the
closing of the Intellect Financing provided that such Intellect Financing has
raised a minimum of [*****]. In the event that the Intellect Financing has
raised less than [*****] but greater than [*****], then such IN-NO1 Research
Milestone Payment shall be paid in a combination of cash and Intellect Warrants
as follows:
Cash = [*****]
Warrants = [*****]
Where
N =
the amount of cash raised by Intellect pursuant to the Intellect Financing.
In
the
event that Intellect raises less than [*****] pursuant to the Intellect
Financing then the IN-NO1 Research Milestone Payments shall be payable in total
as Intellect Warrants.
(By
way
of example only, if Intellect raises [*****] pursuant to the Intellect financing
then it shall pay to MRCT [*****] (being [*****] of the IN-NO1 Research
Milestone Payments) in cash and the remaining [*****] shall be paid in Intellect
Warrants.) The cash portion of the IN-NO1 Research Milestone Payments shall
be
paid by wire transfer in United States dollars to the account: of MRCT at
[*****], or such other bank account as may be notified to Intellect by MRCT
from
time to time.
2
|
2.1.3
|
Clause
4.4 of the Collaboration Agreement shall apply only to Antibody IN-C02
and
references to "each Designated Antibody" shall be deleted and replaced
with "Antibody IN-C02". A new clause 4.4A shall be inserted as follows:
|
"4.4A
Regulatory
Milestone Payments. In consideration of the rights, privileges and licenses
granted herein, Intellect shall pay to MRCT in United States Dollars (US
Dollars) each of the following regulatory milestone payments in respect of
Antibody IN-NO1 ("Regulatory Milestone Payments"):
[*****]
Each
of
the above Regulatory Milestone Payments shall become due and payable forthwith
upon the corresponding payment becoming due and payable to Intellect by a
development partner or Licensee or, where no such payment is payable to
Intellect, on Intellect first receiving notification from the relevant
regulatory authority of the granting of the Regulatory Approval upon which
it is
contingent, as specified above in this Section 4.2A. Where the sums payable
above are the cash amounts rather than the [*****] of the negotiated Regulatory
Milestone Payments received from a development partner or Licensee then such
sums shall be payable fifty percent in cash and fifty percent in Intellect
Warrants.
All
other
terms of the Collaboration Agreement shall remain in full force and effect.
3
IN
WITNESS whereof,
this
Agreement has been executed by duly authorised officers of the parties hereto
the date first above written.
Signed
for and on behalf of Intellect Neurosciences, Inc.
|
Signature
|
/s/
Xxxxxx Chain
|
Date:
|
June
19, 2008
|
||
|
Name
(Printed)
|
Xxxxxx
Chain
|
Title:
|
Chairman
and CEO
|
Signed
for and on behalf of Medical Research Council Technology
|
/s/
Xxxxx X. Xxxxx
|
Date:
|
June
19, 2008
|
|||
|
Name
(Printed)
|
Xxxxx
X. Xxxxx
|
Title:
|
Director,
Licensing and Agreements
|
4
