NOVATION AGREEMENT

Exhibit 10.6

PARTIES

Xxxxxx Xxxxxxxx College of Medicine of Yeshiva University, a Division of Yeshiva University, of 0000 Xxxxxx Xxxx Xxx, Xxxxx, XX 00000,Xxxxxx Xxxxxx of America (AECOM); BioCryst Pharmaceuticals Inc of 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX00000, Xxxxxx Xxxxxx of America (BioCryst); Mundipharma International Corporation Limited (the permitted assignee of Mundipharma International Holdings Limited) of Mundipharma House, 14 Par-la Ville Road, Hamilton, Bermuda HMJX (Mundipharma), (each a Continuing Party and collectively, the Continuing Parties);

and

Xxxxxxxxx Innovation Research Limited (formerly called Industrial Research Limited) registered in New Zealand under number 545472 (Retiring Party);

and

Victoria Link Limited, a wholly owned subsidiary of Victoria University of Wellington, registered in New Zealand under company number 540316 (Substitute Party);

together referred to as the Parties.

BACKGROUND

X.	Xxxxxxxxx Innovation Research Limited hastransferred its Carbohydrate Chemistry Research Team and related intellectual property to Victoria Link Limited and agreements exist between Xxxxxxxxx Innovation Research Limited and Victoria University of Wellington.

B.	Xxxxxx Xxxxxxxx College of Medicine of Yeshiva University, a Division of Yeshiva University, BioCryst Pharmaceuticals Inc, Mundipharma International Corporation Limited and Xxxxxxxxx Innovation Research Limitedare parties to the Novated Contracts (as defined below).

C.	The Parties have agreed to release and discharge:

(i) Xxxxxxxxx Innovation Research Limited from the obligations and liabilities of Xxxxxxxxx Innovation Research Limited to the Continuing Parties under the Novated Contracts on the condition that Victoria Link Limited agrees to assume each and every obligation and liability of Xxxxxxxxx Innovation Research Limited to the Continuing Parties under the Novated Contracts and

(ii) The Continuing Parties from their obligations and liabilities to the Retiring Party

as of the Effective Date in accordance with the terms and conditions set forth herein.

-1-

IT IS AGREED AS FOLLOWS

1.	DEFINITIONS AND INTERPRETATION

In this Agreement:

1.1	Agreement means this Agreement and all its schedules and attachments.

1.2	Continuing Parties means AECOM, BioCryst and Mundipharma, each of whom will continue to be bound under the Novated Contracts.

1.3	Effective Date means 6 January 2014.

1.4	Novated Contracts means the contract or contracts marked and annexed as Schedule 1 to this Agreement, including, but not limited to, the Insolvency Letter dated February 1, 2006 (as amended pursuant to the First Amendment to Insolvency Letter dated November 11, 2011) (the “Insolvency Letter”).

1.5	Retiring Party means Xxxxxxxxx Innovation Research Limited, who is releasing and discharging the obligations and liabilities under the Novated Contracts to the Substitute Party in accordance with the terms and conditions set forth herein.

1.6	Substitute Party means Victoria Link Limited who is assuming the obligations and liabilities of the Retiring Party under the Novated Contracts in accordance with the terms and conditions set forth herein.

1.7	Working Day means any day on which registered banks are open for general banking business in Wellington, other than a Saturday, Sunday, public holiday in Wellington, New Zealand, or a day on which Victoria University of Wellington is closed (as identified in its calendar).

NOVATION

2.1	With effect from the Effective Date, and subject to clauses 3.1 and 7.1, the Parties novate the Novated Contracts and the Substitute Party undertakes to the Continuing Parties that it will:

replace the Retiring Party and be bound by the Novated Contracts; and

discharge all of the obligations of the Retiring Party under the Novated Contracts and observe all the provisions of the Novated Contracts to the extent they ariseon or after the Effective Date; and

be liable to the Continuing Parties for the performance of any obligations on the part of the Retiring Party under or in connection with the Novated Contractson or after the Effective Date.

-2-

3.	RELEASE OF RETIRING PARTY’S OBLIGATIONS

3.1

In consideration of the undertaking by the Substitute Party under clause 2.1 above, and subject to clause 7.1 and 7.2, with effect fromthe Effective Date the Continuing Parties release and discharge the Retiring Party from further performance of its obligations under the Novated Contracts and from all liabilities, claims and demands of any kind arising under or in connection with the Novated Contracts on or after the Effective Date but not prior to the Effective Date. The Retiring Party will continue to be liable to the Continuing Parties for all of its acts and omissions which occurred before the Effective Date as if this Agreement had never been executed.

4.	CONTINUING PARTIES’ OBLIGATIONS

4.1	Each Continuing Party undertakes to the Substitute Party that it will with effect from the Effective Date:

discharge all of its respective obligations under the Novated Contracts and observe all the provisions of the Novated Contracts; and

be liable to the Substitute Party for the performance of its respective obligations under or in connection with the Novated Contracts arising on or after the Effective Date.

5.	CESSATION OF RETIRING PARTY’S RIGHTS

5.1	Without prejudice to clauses 2.1 and 4.1 above, with effect fromthe Effective Date, the Retiring Party:

shall cease to have any rights under the Novated Contracts in respect of any acts or omissions of the Continuing Partieson or after the Effective Date arising under or in connection with the Novated Contracts; and

shall cease to be a third party beneficiary pursuant to section 13.6 (Pre-Existing Third Party License) of the Amended and Restated Development and License Agreement dated November 11th, 2011 by and Between BioCryst and MundiPharma (the “2011 DLA”) and shall cease to be entitled to enforce BioCryst’s rights thereunder in respect of anyacts or omissions of Mundipharma on or after the Effective Date arising under or in connection with the 2011 DLA.

Accordingly:

a.	the Retiring Party releases and discharges each Continuing Party from further performance of its respective obligations underthe Novated Contracts and from all liabilities, claims and demands of any kind arising under or in connection with the Novated Contracts on or after the Effective Date; and

b.	the Retiring Party releases and discharges Mundipharma from further performance of its obligations under the 2011 DLA and from all liabilities, claims and demands of any kind arising under or in connection with the 2011 DLA on or after the Effective Date.

-3-

6.	WARRANTIES AND ACKNOWLEDGEMENT

6.1	Each Continuing Party and the Retiring Party warrants to the Substituting Party that as at the Effective Date:

the Novated Contracts constitute the entire agreement between the Continuing Party and the Retiring Party relating to the subject matter of the Novated Contracts with the understanding that a separate novation addresses certain additional agreements entered into by the AECOM, BioCryst, Substitute Party and Retiring Party; and

so far as it is aware neither the Retiring Party nor the Continuing Parties is in default under the Novated Contracts which could lead to termination of the Novated Contracts.

6.2	The Continuing Parties and the Substitute Party acknowledge and agree that the Novated Contracts continue in full force and effect on and after the Effective Date in accordance with their terms as novated by this Agreement.

6.3	The Retiring Party and the Substitute Party each warrant to each Continuing Party that

they have completed the appropriate documents and transfer so that each Continuing Partyis released of obligations from the Retiring Party for obligations going forward on and after the Effective Date of this Agreement; Contracts; and

the Novated Contracts as set forth in Schedule I make reference to each and every agreement entered into by the Continuing Parties and the Retiring Party (subject to Section 6.1(a) of this Agreement) such that the Continuing Parties will enjoy the same rights and benenfits and assume the same obligations and liabilities as would be the case if the Continuing Parties had not entered into this Agreement.

6.4	The Substitute Party warrants to each Continuing Party that:

It is a viable going concern and has the personnel, expertise and resources to carry out it obligations and responsibilities under the Novated Contracts and has the financial resources to assume any and all liabilities under the Novated Contracts; and

the Substitute Party has the right to grant the rights and licences under the Novated Contracts, including the right to grant the rights and licensesunder the “Agreement Patents” (as defined in the Insolvency Letter).

7.	CONFIDENTIALITY

7.1

Pursuant to section 13.6 of the 2011 DLA, Mundipharma grants its consent for BioCryst to disclose Mundipharma’s Confidential Information (as defined in the 2011 DLA) to the Substitute Party. The Continuing Parties and the Substitute Party acknowledge and agree that such disclosure of Mundipharma’s Confidential Information shall be deemed to be “Licensee Confidential Information” subject to paragraph 5.03 of the AECOM/IRL License Agreement dated June 27, 2000 (as amended) (the 2000 LA).

-4-

7.2

Notwithstanding the novation effected by this Agreement, the Retiring Party will continue to be bound by any obligations of confidentiality and non-disclosure that the Retiring Party would have been under had the Retiring Party continued to be a Party of theNovated Contracts, including any such obligations pursuant to the 2000 LA.

8.	ASSIGNMENT AND AMENDMENT

8.1

Without the prior written approval of the Continuing Parties and the Substitute Party, which approval shall not be unreasonably withheld, no Continuing Party or Substitute Party will assign this Agreement except to a successor in title of by merger or sale of all or substantially all of such Party’s business to which this Agreement relates.

8.2	No amendment to this Agreement shall be binding unless in writing and agreed to and signed by the respective Parties.

9.	ENTIRE AGREEMENT

9.1

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

10.

NOTICES

10.1	Any communication including any notice, consent, information, application or request that must or may be given or made to a Party under this Agreement, can be:

in writing and sent to the physical address of the Party as listed in the Novated Contracts, or, with respect to the Retiring Party and the Substitute Party, as listedat clause 10.3, and marked for the attention of the person or office holder (if any) from time to time designated for that purpose by the relevant Party;

in writing and sent to the email address of the Party as listed at clause 10.3 or of the person or office holder (if any) from time to time designated for that purpose by the relevant Party and followed by a hard copy sent by post in accordance with clause 10.1(a);

in writing and delivered in person to the physical address of the Party as listed at clause 10.3, and marked for the attention of the person or office holder (if any) from time to time designated for that purpose by the relevant Party.

10.2	A communication including any notice, consent, information, application or request will be deemed to be received:

by post, on the third Working Day after posting;

by email,

-5-

where it is transmitted on a Working Day, on the Working Day on which it is transmitted and at the time the email enters the recipient’s information system as evidenced by a delivery receipt requested by the sender and it is not returned undelivered as an error; or

ii.

where it is transmitted on a day other than a Working Day, at 9:00 a.m. on the subsequent Working Day after the date of transmission;

by personal delivery, at the date and time it was delivered.

10.3	The physical address, email address and relevant person or office holder of the Retiring Party and the Substitute Party are set out below:

The University

Name:		Vice Xxxxxxx Research and Chairman of VicLink
Address:		Victoria University of Wellington
		XX Xxx 000
		Xxxxxxxxxx 0000

Email address:		xxxx.xxxxxxx@xxx.xx.xx

With a copy to:		In-house Solicitor
		Victoria University of Wellington
		XX Xxx 000
		Xxxxxxxxxx 0000
		xxxxx.xxxxxxx@xxx.xx.xx

Xxxxxxxxx Innovation Research Limited

Name:		General Manager Research and Technical Services
Address:		Xxxxxxxxx Innovation
		XX Xxx 00000
		Xxxxx Xxxx 0000
Email address:		Xxxxxxx.Xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxxx.xx

With a copy to:		Solicitor
		Xxxxxxxxx Innovation
		XX Xxx 00000
		Xxxxx Xxxx 0000
		Xxxxxxx.Xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxxx.xx

11.

GENERAL

11.1	A failure by a Party to enforce a provision of this Agreement will not constitute a waiver of any right to future enforcement of that or any other provision.

-6-

11.2	If any part of this Agreement is unenforceable, invalid or illegal, the other terms will remain in force.

11.3	This Agreement may be signed in counterparts, including by facsimile or email, all of which, when taken together, will constitute one and the same document.

11.4	This Agreement will be governed and construed under the laws of New York, without regard to its choice of law principles.The Parties hereby irrevocably submit to the jurisdiction of the courts located in the County and State of New York.

Executed as an Agreement:

Signed by Xxxxxx Xxxxxxxx College of Medicine of Yeshiva University, a Division of Yeshiva University:


/s/ Xxxx X. Xxxx
Signature

Xxxx X. Xxxx
Name of authorised signatory

Assistant Xxxx
Scientific Operations
Position of authorised signatory

Date: 6 May 2015

-7-

Signed by BioCryst Pharmaceuticals Inc:


/s/ Xxxxx Xxxxxx
Signature

Xxxxx Xxxxxx
Name of authorised signatory

VP, General Counsel & Corporate Secretary
Position of authorised signatory

Date: 18 May 2015

Signed by Mundipharma International Corporation Limited:


/s/ Xxxxxxx Xxxxxxxx
Signature

Xxxxxxx Xxxxxxxx
Name of authorised signatory

Director / General Manager
Position of authorised signatory

Date: 6 May 2015

-8-

Signed by Xxxxxxxxx Innovation Research Limited:


/s/ Xxxxxx Xxxxx
Witness Signature			/s/ Xxxxxxx Xxxxxxx
			Signature of Attorney

Xxxxxx Xxxxx			Name: Xxxxxxx Xxxxxxx
Name of Witness			Position: General Manager Research and Technical Services


Wellington, New Zealand
Location of Witness
			Date: 1 May 2015

Solicitor
Occupation of Witness

Signed by Victoria Link Limited:


/s/ Xxxxxx Xxxxx			/s/ G.A. Xxxx
Witness Signature			Signature

Xxxxxx Xxxxx			G.A. Xxxx
Name of Witness			Name of authorised signatory

Wellington, New Zealand			Managing Director
Location of Witness			Position of authorised signatory

Administration Manager
Occupation of Witness
			Date: 6 May 2015

-9-

Document Metadata

Table of Contents

NOVATION AGREEMENT

Document Metadata