AMENDMENT AND WAIVER AGREEMENT
Exhibit
4.88
DATED:
May 25th,
2009
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AMARIN
CORPORATION, PLC
ESTER
NEUROSCIENCES LTD.
MEDICA
II MANAGEMENT L.P.
(AS
THE SELLERS’ REPRESENTATIVE)
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Certain
portions of this Exhibit have been omitted pursuant to a request for
“Confidential Treatment” under Rule 24b-2 of the Securities and Exchange
Commission. Such portions have been redacted and bracketed in the
request and appear as [*] in the text of this Exhibit. The omitted
confidential information has been filed with the Securities and Exchange
Commission.
THIS AMENDMENT AND WAIVER AGREEMENT dated as of May
25th,
2009 (this “Agreement”)
AMONG:
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(1)
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AMARIN CORPORATION, PLC,
a public limited company incorporated under the laws of England and Wales
(the “Buyer”);
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(2) ESTER NEUROSCIENCES LTD., an
Israeli company (the “Company”); and
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(3)
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MEDICA II MANAGEMENT
L.P., a Cayman Islands limited partnership, in its capacity as the
Sellers’ Representative appointed pursuant to Section 13 of that certain
Stock Purchase Agreement dated December 5, 2007 between Buyer, the
Security Holders (each a “Seller” and collectively
the “Sellers”) of
the Company, the Company, and
the Sellers' Representative.
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RECITALS:
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A.
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The
Buyer, the Sellers, the Company and
the Sellers' Representative entered into a Stock Purchase Agreement dated
December 5, 2007, as subsequently amended by Amendment No. 1 (“Amendment No.
1”) to Stock Purchase Agreement dated April 7, 2008
(together the “SPA”).
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B.
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The
Buyer is continuing various activities to conclude its auditing and
reporting of the Phase IIa Clinical
Study.
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C.
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The
Buyer announced in September 2008 that following a change in strategic
direction, the Buyer would seek partnerships for its CNS pipeline,
including Monarsen in MG. At the date of this Agreement, the
Buyer does not intend to conduct any new development work on Monarsen but
intends to seek to enter into an agreement with a third party partner
whereby such third party partner would conduct any such development work
in the future.
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D.
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The
parties hereto acknowledge that it is necessary to agree a number of
amendments to, and waivers under, the SPA to reflect the circumstances
described in Recitals C and E and to facilitate the Buyer’s intention to
seek a future partnership for Monarsen in
MG.
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E.
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The
Buyer has agreed to make a settlement payment to the Sellers in the form
of Buyer Ordinary Shares and to amend certain provisions of the SPA
relating to the Escrow Fund in consideration of the Sellers’
Representative and each of the Sellers agreeing to the amendments and
waivers referred to herein and to terminate and extinguish any obligations
of the Buyer to pay the Milestone Ia Consideration to the Sellers pursuant
to the SPA (all of the foregoing as set forth in detail under Section
2).
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F.
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The
parties hereto have also agreed certain terms which supplement the SPA and
which are also set forth in this
Agreement.
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IN
CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY
ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:
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1
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DEFINITIONS / REPRESENTATIONS AND
WARRANTIES
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1.1
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Definitions:
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All
capitalized terms used in this Agreement, and not otherwise defined herein,
shall have the meanings ascribed to them in the SPA.
“Accelerated Payment” has the
meaning set forth in Section 3.4.3.
“Accelerated Payment Allocation
Schedule” means the schedule to be prepared by the Sellers’
Representative and submitted to the Buyer prior to the payment of any
Accelerated Payment setting forth the allocation of the Accelerated Payment to
the Sellers.
“Actual Milestone II
Consideration” has the meaning set forth in Section 3.4.2.
“Additional Milestone II
Consideration” has the meaning set forth in Section 3.3.3.
“Effective Date” has the
meaning set forth in Section 2.1.1.
“MG Field” means the treatment
of MG in humans.
“MG Phase II Third Party Partner
Consideration” means any Third Party Partner Consideration received by
the Buyer in respect of the grant of any MG Sub-license up to the date preceding
the completion of the MG Phase II Development Program.
“MG Sub-license” means a
sub-license granted to any Person (other than an Affiliate of Buyer) to any
Company Business Intellectual Property in the MG Field.
“Milestone Ib Shortfall Amount”
has the meaning set forth in Section 3.3.3.
“Proposed Partnership
Agreement” has the meaning set forth in Section 3.1.3.
“Reduced Milestone Ib Payment”
has the meaning set forth in Section 3.3.3.
“Releasor” and “Releasee” have the meanings
set forth in Section 4.
“Repayable Amount” has the
meaning set forth in Section 3.4.2.
“Settlement Payment” has the
meaning set forth in Section 2.1.
“Shortfall Advance Payment(s)”
has the meaning set forth in Section 3.4.2.
“Shortfall Advance Payment Allocation
Schedule” means the schedule to be prepared by the Sellers’
Representative and submitted to the Buyer prior to the payment of any Shortfall
Advance Payment setting forth the allocation of the Shortfall Advance Payment to
the Sellers.
“SPA Future Waiver” has the
meaning set forth in Section 2.1.4.
“Termination Agreement” has the
meaning set forth in Section 3.5.
“Terminated Section 12
Provisions” has the meaning set forth in Section 2.2.
“Third Party Partner” has the
meaning set forth in Section 3.3.
“Third Party Partner
Consideration” means all milestone and license payments in cash that the
Buyer is paid by the Third Party Partner under the Proposed Partnership
Agreement and any Non-MG Sub-license Fees and any other consideration that the
Buyer is paid as aforesaid that is not in the form of cash, the value of which
shall be determined pursuant to Section 3.4.4.
“[**]1 Month Trigger Date”, “[**] Month Trigger Date”,
“[**] Month Trigger
Date” and “Ultimate Transfer Date” have the
meanings set forth in Section 3.5.
CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS [*]
DENOTE SUCH OMISSIONS.
“United States Dollar” and
“US$” and “$” means the lawful currency
of the United States of America.
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1.2
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Representations and
Warranties of Sellers’
Representative:
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The
Sellers’ Representative represents and warrants to the Buyer, as of the date
hereof and as of the Effective Date, that:
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1.2.1
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the
Sellers’ Representative continues to hold all the authorities and powers
granted by the Sellers to the Sellers’ Representative under Section 13 of
the SPA;
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1.2.2
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the
Sellers’ Representative has full authority and power to enter into this
Agreement on behalf of each Seller and has all necessary authority and
power to bind each Seller to each of the provisions of this
Agreement;
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1.2.3
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all
necessary corporate, shareholder and other legal action has been taken by
the Sellers’ Representative to authorize the execution, delivery and
performance by it of this Agreement. The Sellers’
Representative has duly executed and delivered this Agreement. This
Agreement is the legal, valid and binding obligation of the Sellers’
Representative, enforceable against it in accordance with its respective
terms, except as enforceability of such objections may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
now or hereafter in effect relating to or limiting creditors’ rights
generally and general principles of equity relating to the availability of
specific performance and injunctive and other forms of equitable
relief;
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1.2.4
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the
Sellers’ Representative will execute this Agreement in its capacity as the
Sellers’ Representative and, based on its authority as such, as agent and
attorney-in-fact of each Seller (so appointed under Section 13 of the
SPA); and
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1.2.5
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the
Sellers’ Representative acknowledges that the Buyer is entering into this
Agreement with each of the Sellers in reliance on the provisions of
Section 13 of the SPA (including, without limitation, Section 13(g) of the
SPA) and the representations and warranties of the Sellers’ Representative
set forth in this Section 1.2.
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1.3
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Representations
and Warranties of Buyer:
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Buyer
represents and warrants to the Sellers' Representative and to each Seller, as of
the date hereof and as of the Effective Date, that:
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1.3.1
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Organization
and Good Standing: The Buyer
has been duly incorporated and is validly existing as a public limited
company under the laws of England and Wales and has all necessary
corporate power and authority to perform all of its obligations under this
Agreement.
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1.3.2
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Power
and Authorization: The
Buyer has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to carry out the
transactions contemplated hereby. All necessary corporate, shareholder and
other legal action has been taken by the Buyer to authorize the execution,
delivery and performance by it of this Agreement. The Buyer has
duly executed and delivered this Agreement. This Agreement is the legal,
valid and binding obligation of the Buyer, enforceable against it in
accordance with its respective terms, except as enforceability of such
objections may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws now or hereafter in effect relating to
or limiting creditors’ rights generally and general principles of equity
relating to the availability of specific performance and injunctive and
other forms of equitable relief.
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1.3.3
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Buyer
Ordinary Shares: As of the Effective Date, subject to
Section 2.1.1, upon issuance and delivery of the Buyer Ordinary Shares
comprising the Settlement Payment: (a) such Buyer Ordinary Shares will
have been duly authorized and validly issued and will be fully paid and
non-assessable, will have been issued in compliance with all applicable
English laws and the
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ADSs
representing Amarin Shares will have been issued in compliance with all
applicable U.S. securities laws, and will not have been issued in violation of
any preemptive right, resale right, right of first refusal or similar right, (b)
such delivery will convey to the Sellers good, valid and marketable title to
such Buyer Ordinary Shares, free and clear of any Encumbrances (other than
applicable securities laws), and subject to Section 9.6 of the SPA, the Buyer
will have complied with all applicable rules in connection with the issuance of
freely tradeable Buyer Ordinary Shares on Nasdaq.
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1.4
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Representations
and Warranties of each
Seller:
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Each
Seller represents and warrants to the Buyer, severally, as of the date hereof
and as of the Effective Date that:
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1.4.1
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Organization
and Good Standing: Such Seller
is duly organized, validly existing and in good standing under the laws of
its jurisdiction of incorporation, formation or organization, as
applicable, and has (as applicable) all necessary corporate, partnership
or limited liability company power and authority, as the case may be, to
perform all of its obligations under this
Agreement.
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1.4.2
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Power
and Authorization: Such Seller
has all legal right, power, authority and legal capacity to execute and
deliver this Agreement, to perform its obligations hereunder and to carry
out the transactions contemplated
hereby.
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1.4.3
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Status
of Shareholder: Such
Seller is not a “U.S. Person” as defined by Rule 902 of Regulation S
promulgated under the Securities Act, was not formed (if an entity) by a
“U.S. Person” as defined by United States jurisdiction, and was not formed
(if an entity) for the purpose of investing in securities not registered
under the Securities Act. Such Seller is not acquiring the
Buyer Ordinary Shares for the benefit of a “U.S. Person” as defined by
Rule 902 of Regulation S. Such Seller is outside the United
States. Such Seller acknowledges, agrees and covenants that it
will not engage in hedging transactions with regard to Buyer Ordinary
Shares prior to the expiration of the distribution compliance period
specified in Rule 903 of Regulation S promulgated under the Securities
Act, unless in compliance with the Securities Act. Absent
another exemption from registration, such Seller will not resell Buyer
Ordinary Shares to “U.S. Persons” or within the United States, unless
pursuant to registration of such Buyer Ordinary Shares under the
Securities Act.
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1.4.4
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Reliance
Upon Seller’s Representations: Such
Seller understands that the issuance and sale thereto of Buyer Ordinary
Shares will not be registered under the Securities Act on the ground that
such issuance and sale will be exempt from registration under the
Securities Act pursuant to Regulation S promulgated under the Securities
Act and that Buyer’s reliance on such exemption is based on each Seller’s
representations set forth herein.
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1.4.5
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Receipt
of Information: Such
Seller has had an opportunity to ask questions and receive answers from
Buyer regarding the terms and conditions of the issuance and sale of the
Buyer Securities and the business, properties, prospects and financial
condition of Buyer and to obtain any additional information requested, and
has received and considered all information such Seller deems relevant to
make an informed decision to purchase Buyer Securities. Neither
such inquiries nor any other investigation conducted by or on behalf of
such Seller or its representatives or counsel shall modify, amend or
affect such Seller’s right to rely the Buyer’s representations and
warranties contained in this
Agreement.
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1.4.6
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Restricted
Securities: Such
Seller understands that the Buyer Ordinary Shares have not been registered
under the Securities Act and such Seller will not sell, offer to sell,
assign, pledge, hypothecate or otherwise transfer any of the Buyer
Ordinary Shares during the 40 days following the Effective
Date. Such Seller agrees that Buyer may place stop transfer
orders with Citibank N.A. (the “Transfer
Agent”) (or any other transfer agent) with respect to the Buyer
Ordinary Shares in order to implement the restrictions on transfer set
forth in this Agreement.
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1.4.7
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Independent
Investment: Such
Seller acknowledges that it is aware of its obligations as a beneficial
owner of Buyer Ordinary Shares pursuant to Section 12(d) of the Exchange
Act.
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1.5
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No
other Representations
and Warranties:
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Each of
the parties hereto acknowledges that it has not made any representation or
warranty to any other party hereto, express or implied, as to the matters set
forth in this Agreement, or any matter related thereto, except as specifically
and explicitly set forth in this Agreement.
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2
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SETTLEMENT PAYMENT / RELEASE OF
ESCROW FUND
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2.1
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The
Buyer has agreed with the Sellers’ Representative and the Sellers to make
a settlement payment (the “Settlement Payment”) to
the Tax Trustee for the Sellers in the form of 1,315,789 Buyer Ordinary
Shares in consideration of the agreement of the Sellers’ Representative
and of each Seller to the amendment, termination and waiver of certain
provisions of the SPA (as set forth in this Agreement) and subject to the
following additional terms:
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2.1.1
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as
soon as practicable following the date hereof, taking into account the
then relevant issues arising under U.S. securities laws, but not later
than 60 days hereafter, the Buyer shall issue to the Tax
Trustee (the date of such issuance, the "Effective Date")
1,315,789 Buyer Ordinary Shares that are freely tradeable on Nasdaq
(pursuant to an effective Buyer registration statement, Regulation S or
other applicable exemption from registration under the Securities Act) in
discharge of the obligation to pay the Settlement Payment under Section
2.1;
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2.1.2
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for
the avoidance of doubt, and as a consequence of the amendment to the SPA
set forth in Section 2.2, no amount of the Settlement Payment will be paid
by the Buyer to the Escrow Agent for deposit to the Escrow
Fund;
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2.1.3
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all
and any obligations of the Buyer to pay to the Sellers the Milestone Ia
Consideration pursuant to Section 2.1(d) and Section 9.2 of the SPA shall
be extinguished in full and, with effect from the Effective Date and at
all times thereafter, the Buyer shall have no liability of any nature to
any Seller under Section 2.1(d) and/or Section 9.2 of the SPA or otherwise
in respect of the Milestone Ia Consideration;
and
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2.1.4
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subject
to Section 3.4.1 and Section 3.5.5, the Sellers’ Representative on behalf
of each Seller (pursuant to Section 14.5 of the SPA), and each Seller,
hereby fully waives all of its rights of any nature whatsoever, on a
perpetual basis, to require or enforce performance by the Buyer of the
requirements of Section 2.1(h), Section 2.1(e) and/or Section 2.1(f) of
the SPA (“SPA Future
Waiver”) and the Buyer shall have no liability of any nature to the
Sellers following the Effective Date for breach of, or absence of
performance of, any of the provisions of Section 2.1(h), Section 2.1(e)
and/or Section 2.1(f) of the SPA.
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2.2
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The
Buyer and the Sellers’ Representative agree that on the expiry
of the Escrow Period as such term has been originally defined in the SPA,
i.e., on June 6, 2009, the parties shall execute and deliver the Final
Instruction to Escrow Agent, in the form of Exhibit
2.2 hereto, informing the Escrow Agent that the parties irrevocably
instruct the Escrow Agent to pay to the Sellers on such date all of the
Remaining Escrow Fund in the manner set forth in the Escrow
Agreement.
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Further,
the parties agree that, on the Effective Date, the following provisions of
Section 12 of the SPA, Sections 12.1(i), 12.2(i)(a), 12.2(ii), 12.3(a) (other
than with respect to Section 5.2, with respect to which Section 12.3(a) shall
continue to apply in accordance with the terms of the SPA), 12.3(c), 12.6(f),
12.6(g) and 12.11 (the “Terminated Section 12
Provisions”), shall terminate and have no further force or effect, such
that:
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2.2.1
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any
and all of Buyer's rights and remedies for any Damages incurred as set
forth in the Terminated Section 12 Provisions ("Covered Liabilities")
shall terminate, and neither Buyer nor any Buyer Indemnified Party shall
have any other claims, rights or remedies against any of the Sellers after
the Effective Date, whether under the SPA or under any applicable law or
otherwise, for such Covered
Liabilities.
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2.2.2
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any
and all of Sellers’ rights and remedies for any Damages incurred as set
forth in the Terminated Section 12 Provisions ("Covered Liabilities")
shall terminate, and none of the Sellers nor any Seller Indemnified Party
shall have any other claims, rights or remedies against the Buyer after
the Effective Date, whether under the SPA or under any applicable law or
otherwise, for such Covered
Liabilities.
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For the
avoidance of doubt, all the provisions of Section 12 other than the Terminated
Section 12 Provisions shall be unchanged by this Agreement and shall continue in
full force and effect in accordance with their terms, it being understood that
all the provisions of Section 12, other than the Terminated Section 12
Provisions, shall continue in full force and effect solely with respect to the
Sellers' obligations under Section 12.1(ii) of the SPA (which are subject to the
waiver and release in Section 4 hereof), the Sellers' obligations under Section
12.2(i)(b) of the SPA, and Buyer's obligations under Sections 12.3(a) (only with
respect to Section 5.2), 12.3(b) (which are subject to the waiver and release in
Section 4 hereof) and 12.3(d) of the SPA, and that all such provisions shall be
read subject to the amendments to such Section 12 as stated in this Section
2.2.
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3
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FUTURE DEVELOPMENT OF MONARSEN
/ INTENTION TO PARTNER
MONARSEN
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3.1
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It
is acknowledged by the Sellers’ Representative and each Seller that the
intentions of the Buyer as at the date hereof and the Effective Date as
regards any future development and/or commercialization activities in
respect of Monarsen are as follows:
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3.1.1
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the
Buyer is currently completing certain activities to finalise the Buyer’s
auditing and reporting of the Phase IIa Clinical Study and, save the
completion of such activities and the activities described in Section
3.1.3 below, the Buyer does not intend to conduct any additional
development and/or commercialization activities on Monarsen, (including,
without limitation, any MG Phase II Development Program, US Phase III
Clinical Study or Phase III Clinical
Study);
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3.1.2
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as
a result of the Buyer’s cessation of all development activities on
Monarsen as described in Section 3.1.1 above, and save in the
circumstances outlined in Section 3.5.5 below where the Buyer would
re-commence development activities on Monarsen in MG, Milestone Ib and
Milestone II will not be achieved by the Buyer in the future and the
potential for future payment to the Sellers of such milestones will be as
set forth in Section 3.3;
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3.1.3
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as
more fully described in Section 3.3, the Buyer intends to seek to enter
into an agreement (the “Proposed Partnership
Agreement”) with a third party partner whereby such third party
partner would conduct future development and/or commercialization
activities on Monarsen in MG PROVIDED
HOWEVER that the parties hereto agree that the provisions of this
first paragraph of Section 3.1.3 and the provisions of Section 3.3 are
only expressions of the Buyer’s intentions and no such provision comprises
or contains any legally binding obligation on the
Buyer.
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The
parties hereto further agree that the foregoing proviso is without prejudice to
the provisions of Section 3.5, which, for the avoidance of doubt, constitute
legally binding obligations of the parties hereto.
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3.2
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Upon
agreement with the Sellers’ Representative, the Sellers’ Representative
will make available to the Buyer a certain portion of the
business time of Xxxx. Xxx Xxxxx as may be reasonably required
by the Buyer to enable the Buyer to conclude the Buyer’s auditing and
reporting of the Phase IIa Clinical Study and to make any reports to, or
respond to any queries of, or in relation to any inspections or
investigations of, any regulatory authority in Europe, the USA or any
other jurisdiction in relation to the Phase IIa Clinical
Study.
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3.3
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The
Buyer intends to seek to negotiate with any potential third party partner
which is an experienced company in the business of developing drugs
(“Third Party
Partner”) to include the following terms in the Proposed
Partnership Agreement:
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3.3.1
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the
Third Party Partner would have direct obligations to the Sellers,
including diligence obligations as regards future development activities
relating to Monarsen in MG identical to the Diligence Obligation set forth
in Section 2.1(h) of the SPA, and including reporting and audit
obligations (provided, however, that if the Third Party Partner is not a
publicly traded company, then its reporting and audit obligations shall be
broadened as required to provide Sellers' Representative reasonable
comfort in such circumstances);
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3.3.2
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the
Third Party Partner would have an obligation to pay to the Sellers a
milestone payment of [********]2 in cash within 14
days after the Milestone Ib Date (the "First Payment Date") and
would assume the obligations to the Sellers as regards Milestone II set
forth in Section 2.1(f) of the SPA (other than Section 2.1(f)(iv) of the
SPA, which is hereby terminated);
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3.3.3
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if
in the negotiation of the matters described in Section 3.3.2, the Third
Party Partner is not agreeable to pay to the Sellers a milestone payment
of [********] in
cash on the First Payment Date, and is only agreeable to pay a cash
milestone that is less than [********] (“Reduced Milestone Ib
Payment”) resulting in a shortfall amount (the “Milestone Ib Shortfall
Amount”), without prejudice to the provisions of Section 3.4.2, the
Buyer intends to seek to negotiate with the Third Party Partner an
addition to the Milestone II Consideration whereby the Third Party Partner
would assume the obligations to the Sellers as regards Milestone II set
forth in Section 2.1(f) of the SPA (other than Section 2.1(f)(iv) of the
SPA, which is hereby terminated) and agree to pay an additional cash
payment to the Sellers within 14 days after the Milestone II Date, in
addition to the Milestone II Consideration, equal to the Milestone Ib
Shortfall Amount (“Additional Milestone II
Consideration”); and
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3.3.4
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the
Third Party Partner would have direct obligations to the Buyer, separate
and distinct from the Third Party Partner’s obligations described in
Section 3.3.1 above, including diligence obligations and payment
obligations.
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3.4
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If
the Buyer executes a Proposed Partnership Agreement, the following
additional provisions shall apply as between the Buyer and the
Sellers:
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3.4.1
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without
prejudice to Section 2.1.4, all and any obligations of the Buyer to pay to
the Sellers the Milestone Ib Consideration pursuant to Section 2.1(e) and
Section 9.2 of the SPA; and/or the Milestone II Consideration pursuant to
Section 2.1(f) of the SPA; and the provisions of Section 2.1(h), shall be
terminated and extinguished in full and, with effect from the effective
date of the Proposed Partnership Agreement and at all times thereafter,
the Buyer shall have no liability of any nature to any Seller under
Section 2.1(e) and Section 9.2 of the SPA in respect of the Milestone Ib
Consideration, or under Section 2.1(f) of the SPA in respect of the
Milestone II Consideration, or under any of the provisions of Section
2.1(h);
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3.4.2
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in
the event that, under the Proposed Partnership Agreement, the Third Party
Partner does not agree to pay to the Sellers a milestone payment of [********] in cash on
the First Payment Date, or to assume the obligations to the Sellers as
regards Milestone II set forth in Section 2.1(f) of the SPA (other than
Section 2.1(f)(iv) of the SPA, which is hereby terminated), then Buyer
agrees to make advance payments (“Shortfall Advance
Payment(s)”) to each Seller equal to its portion (as set forth on
the Shortfall Advance Payment Allocation
Schedule) in cash, of the following
amounts:
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(1)
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the
amount that reflects the difference between [********] and the
aggregate amount actually paid to the Sellers by the Third Party Partner
on the First Payment Date; and
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(2)
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the
amount that reflects the difference between [********] (or [********], as may be
applicable under Section 2.1(f)(ii) of the SPA) and the aggregate amount
actually paid to the Sellers by the Third Party Partner on the Milestone
II Date (or the other applicable payment date), as applicable, plus the
Additional Milestone II Consideration (“Actual Milestone II
Consideration”);
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CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS [*]
DENOTE SUCH OMISSIONS.
such
Shortfall Advance Payments(s) to be paid by Buyer only from any Third Party
Partner Consideration the Buyer actually receives from the Third Party Partner
less any Accelerated Payments made to the Sellers under Section 3.4.3, and less
any Non-MG Consideration made to the Sellers under Section 2.1(g) of the SPA
PROVIDED
HOWEVER that
the Sellers’ Representative shall irrevocably instruct the Third Party Partner
to pay to Buyer the amount (“Repayable Amount”) of any such
Shortfall Advance Payments (or part thereof), out of the payment agreed to be
made by the Third Party Partner to the Sellers of the Milestone II Consideration
and any Additional Milestone II Consideration, only if and to the extent that
the Milestone II Consideration and any Additional Milestone II Consideration is
actually due to the Sellers. The Repayable Amount shall be calculated
as follows:
Reduced
Milestone Ib Payment +
(plus) Shortfall Advance
Payment(s) +
(plus) Accelerated Payments +
(plus) Non-MG Consideration +
(plus) Actual Milestone II Consideration
–
(less)
[********]3
–
(less)
Milestone
II Consideration
=
(equals) Repayable Amount;
|
|
3.4.3
|
in
addition, the Buyer shall pay to each Seller a payment (the “Accelerated Payment”)
equal to its portion (as set forth on the Accelerated Payment Allocation
Schedule) in cash, of [**] of any MG Phase II
Third Party Partner Consideration actually received from the Third Party
Partner within 10 Business Days after such MG Phase II Third Party Partner
Consideration has been actually received by the Buyer or its
Affiliates;
|
|
|
3.4.4
|
if
the Buyer is paid milestone or license payments by the Third Party Partner
under the Proposed Partnership Agreement that are not in the form of cash,
save in the case of Non-MG Sub-license Fees (which are governed by Section
2.1(g) of the SPA), the parties hereto will negotiate in good faith to
agree terms as to how to value such payments under this
Agreement.
|
|
3.5
|
Subject
to the provisions of Sections 3.5.1 to 3.5.5, if the Buyer has not
executed the Proposed Partnership Agreement on the date which is [**] months following
the date hereof (the “[**] Month Trigger
Date”), within 30 days of the such date (the “Ultimate Transfer
Date”), the Seller's Representative may, but is not bound to,
request in writing that, in accordance with the termination agreement
described in Sections 3.5.1 and 3.5.2, the Buyer shall transfer to the
Sellers’ Representative (or such persons as directed by the Sellers’
Representative) all of its right, title and interest in the entire issued
share capital of the Company:
|
|
|
3.5.1
|
prior
to any transfer of the share capital of the Company by the Buyer to the
Sellers’ Representative (or such persons as directed by the Sellers’
Representative), the parties hereto shall enter into a termination
agreement (the “Termination Agreement”)
, whereby the shares will be transferred by the Buyer to the Sellers’
Representative (or such persons as directed by the Sellers’
Representative), without consideration, subject to the representations and
warranties of the Buyer set forth in Section 3.5.2 and otherwise on an “as
is” basis; the SPA will be terminated in full and the parties hereto will
agree mutual, full and perpetual waivers and releases under the SPA
(pursuant to provisions in identical form to the waivers and releases set
forth in Section 4); and, subject to Section 3.5.2, the Sellers’
Representative and each Seller will fully indemnify the Buyer in relation
to any claims taken by any third party against the Buyer at any time
following the Ultimate Transfer Date relating to any activities of the
Company, past, present or future;
|
CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS [*]
DENOTE SUCH OMISSIONS.
|
|
3.5.2
|
in
addition, the Buyer shall confirm to the Sellers’ Representative and the
Sellers in the Termination Agreement (and provide any documentation
reasonably required by the Sellers’ Representative to support such
confirmations) that as of the Ultimate Transfer Date, (a) the shares of
the Company being transferred to the Sellers’ Representative or to another
person on its behalf are free and clear of any Encumbrances; (b) the
Company owns the patents listed in Exhibit 3.5.2 and has no other assets;
(c) such patents are owned free and clear of any Encumbrances and (d) the
Company owes no monies to any third party; and the Buyer shall also
confirm to the Sellers’ Representative whether any claims or proceedings
are pending or threatened against the Company on the Ultimate Transfer
Date or whether the Buyer has any other liability to any third party of
which the Buyer is actually aware;
|
|
|
3.5.3
|
notwithstanding
the aforesaid, prior to the [**]4 Month Trigger
Date, the Buyer shall be entitled to notify the
Sellers’ Representative (such written notice to be accompanied
by supporting evidence), of its desire to extend the [**] Month Trigger Date
to the date which is [**]
months thereafter (the “[**] Month Trigger
Date”) which extension shall be approved by the Sellers’
Representative (such approval not to be unreasonably withheld or delayed)
in circumstances where the Buyer can demonstrate to the Sellers'
Representative’s satisfaction that it has made substantial progress
towards the execution of the Proposed Partnership Agreement and that
execution of such Proposed Partnership Agreement is reasonably likely
within such [**]-month period; if
such extension is approved, the Ultimate Transfer Date shall be
similarly extended;
|
|
|
3.5.4
|
notwithstanding
the aforesaid, prior to the [**] Month Trigger Date,
the Buyer shall be entitled, to notify the Sellers’ Representative in
writing (such written notice to be accompanied by supporting evidence) of
its desire to extend the [**] Month Trigger Date
to the date which is [**]
months thereafter (the “[**] Month Trigger
Date”), which extension shall be approved by the Sellers’
Representative (such approval not to be unreasonably withheld or delayed)
in circumstances where the Buyer can demonstrate to the Sellers'
Representative’s satisfaction, that the execution of the Proposed
Partnership Agreement is reasonably likely within such [**] -month period; if
such extension is approved, the Ultimate Transfer Date shall be similarly
extended;
|
|
|
3.5.5
|
if
prior to the [**]
Month Trigger Date the Buyer notifies the Seller in writing that it
has determined that it will re-commence development activities on Monarsen
in MG, then, subject to the Sellers’ Representative consenting in writing
to the Buyer re-commencing development activities on Monarsen in MG (such
consent not to be unreasonably withheld or delayed), such development
activities will re-commence and all of the provisions of this Clause 3.5,
save this Section 3.5.5, and the SPA Future Waiver shall forthwith
terminate, no transfer of the share capital as described above will occur
thereafter, and with effect from the date of the afore-mentioned consent
of the Sellers’ Representative, the Buyer shall be fully bound by, and
liable for any breach of, the provisions of Sections 2.1(h), Section
2.1(e) and Section 2.1(f) of the SPA, without any change. For
the avoidance of doubt, the re-commencement of development activities by
the Buyer under this Section 3.5.5 shall not in itself trigger any payment
by the Buyer to the Sellers.
|
|
3.6
|
From
the date hereof until the earlier of (i) the execution of the Proposed
Partnership Agreement, or (ii) the execution of the Termination Agreement,
or (iii) the notice of Buyer to the Sellers' Representative as set forth
in Section 3.5.5, the Buyer shall report in writing to the Sellers’
Representative, on a six monthly basis, providing an update of the
progress of its activities in that period in relation to the negotiation
and execution of a Proposed Partnership Agreement. Such reports shall be
provided to the Sellers’ Representative not later than the 15th day
following June 30, 2009 and the end of each six month period thereafter.
Further, a full and complete copy of any Proposed Partnership Agreement,
if executed, shall be delivered to the Sellers’ Representative, together
with a summary of the financial terms of any agreement entered into by the
Buyer and the Third Party Partner contemporaneously with, or within 3
months prior to or following the date of the Proposed
Partnership Agreement.
|
CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS [*]
DENOTE SUCH OMISSIONS.
|
4
|
WAIVER OF ACCRUED RIGHTS /
MUTUAL RELEASES
UNDER SPA
|
|
4.1
|
With
effect from the Effective Date, each party to the SPA and each of its
Affiliates (each a “Releasor”)
hereby:
|
|
|
4.1.1
|
waives
any accrued rights that Releasor may have accrued against the other
parties to the SPA and each of its Affiliates, officers, directors,
representative, agents and employees and the assigns and successors in
interest of any of the foregoing entities (“Releasees”), whether
known or unknown, foreseen or unforeseen, fixed or contingent, of any
nature whatsoever from the beginning of time to the Effective Date under
the SPA or otherwise; and
|
|
|
4.1.2
|
fully
and finally releases and discharges the Releasees from any and all manner
of actions, claims, promises, debts, sums of money, demands, obligations,
in law or in equity, directly or indirectly, whether known or unknown,
foreseen or unforeseen, fixed or contingent, of any nature whatsoever that
Releasor may have by reason of any act, omission, matter, provision, cause
or thing whatsoever from the beginning of time to the Effective Date under
the SPA or otherwise.
|
5 MISCELLANEOUS
The
parties hereto agree that the following provisions of the SPA (Sections 9.3,
9.7, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.1, 14.12, 14.13, 14.14)
shall apply to this Agreement in the same manner as they apply in the
SPA.
All
costs, expenses and Taxes incurred in connection with this Agreement, the
Proposed Partnership Agreement and any related agreement or otherwise in
connection herewith or therewith shall be paid by the party incurring such cost,
expense or Tax.
|
|
For
the avoidance of doubt, all shares, monies and other consideration due to
the Sellers hereunder shall be issued or paid by the Buyer, when due, to
the Tax Trustee in accordance with Section 13(h) of the
SPA.
|
|
6
|
NO OTHER AMENDMENTS
|
Save as
amended by Amendment No. 1 and this Agreement, the SPA shall remain in full
force and effect without any change.
IN WITNESS WHEREOF the parties
hereto have executed this Agreement.
|
SIGNED
|
|
|
By:
|
/s/ Xxxxxx Xxxxx
|
|
for
and on behalf of
|
|
|
AMARIN
CORPORATION, PLC
|
|
|
SIGNED
|
|
|
By:
|
/s/ Xxxx Xxxxx
|
|
for
and on behalf of
|
|
|
ESTER
NEUROSCIENCES LTD.
|
|
|
SIGNED
|
|
|
By:
|
/s/ Xxxx Xxxxxx
|
|
for
and on behalf of
|
|
|
MEDICA
II MANAGEMENT L.P
|
|
|
(AS
THE SELLERS’ REPRESENTATIVE)
|
Exhibit
2.2
Final
Instruction to Escrow Agent
|
Amarin
Corporation plc
|
Medica
II Management L.P., as Sellers’
Representative
|
Date:
June 6, 2009
Xxxxxxxxx
Almagor Xxxxxxxx Trustees
1 Azrieli
Center, Xxx Xxxx 00000
Xxxxxx
Dear
Sirs:
Reference
is hereby made to that certain Escrow Agreement made
as of December 18, 2007, by and among yourselves (the “Escrow Agent”),
Amarin Corporation plc (the “Buyer”), and Medica
II Management L.P. (the “Sellers’
Representative”) (the "Escrow Agreement"; all capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Escrow Agreement).
This is
to advise you that on the date hereof, the “Escrow Period” has
been effectively terminated at the time this letter of instruction is issued to
you, without any Indemnity Claims of Buyer or Buyer Indemnified Parties and,
consequently, no Indemnity Claim Notice that has ever been given.
Accordingly,
pursuant to Section 6.6 of the Escrow Agreement, the Buyer and the Sellers'
Representative hereby irrevocably instruct you to pay to the Sellers all of the
Remaining Escrow Fund in accordance with the Allocation Schedule that was
provided to you by the Sellers' Representative prior to the date hereof, and
hereby notify you of the termination of the Escrow Agreement and your release,
after you properly affect the above payment to the Sellers, of any further duty,
obligation or liability to the parties hereto.
The
Sellers agree that pursuant to Section 7 of the Escrow Agreement, the Sellers
shall pay all of the Escrow Agency’s fees and reasonable costs and expenses from
the Remaining Escrow Fund and that the Buyer shall leave no liability whatsoever
to you to pay any such fees and expenses.
We thank
you for your service.
|
SIGNED
|
|
|
By:
|
|
|
for
and on behalf of
|
|
|
AMARIN
CORPORATION, PLC
|
|
|
SIGNED
|
|
|
By:
|
|
|
for
and on behalf of
|
|
|
MEDICA
II MANAGEMENT L.P
|
|
|
(AS
THE SELLERS’ REPRESENTATIVE)
|
Exhibit
3.5.2
List of
patents
|
Family: 1961
|
Title:
|
Genetically
Engineered Human Cholinesterases
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1390
|
Zakut
Haim
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
1961-00
|
Priority
|
Abandoned
|
Israel
|
21/03/1989
|
89703
|
31/10/2001
|
Aug-01
|
02/03/2002
|
89703
|
||
|
1961-00
|
Priority
|
Abandoned
|
Israel
|
21/03/1989
|
89703
|
31/10/2001
|
Aug-01
|
02/03/2002
|
89703
|
||
|
1961-01
|
Abandoned
|
Canada
|
21/03/1990
|
2,012,720-1
|
20/09/1990
|
||||||
|
1961-02
|
Abandoned
|
US
|
20/03/1990
|
07/496,554
|
|||||||
|
1961-03
|
Abandoned
|
Europe
|
20/03/1990
|
90105274
|
14/06/1995
|
388906
|
|||||
|
0000-00
|
Xxxxxxxxx
|
Xxxxxx
|
20/03/1990
|
90105274
|
14/06/1995
|
388906
|
|||||
|
0000-00
|
Xxxxxxxxx
|
Xxxxxxxxxxx
|
20/03/1990
|
90105274
|
14/06/1995
|
388906
|
|||||
|
1961-06
|
Abandoned
|
Great
Britain
|
20/03/1990
|
90105274.6
|
14/06/1995
|
388906
|
|||||
|
1961-07
|
Abandoned
|
Germany
|
20/03/1990
|
90105274.6
|
14/06/1995
|
69020019
|
|||||
|
1961-08
|
CIP
|
Granted
|
US
|
08/02/1993
|
08/111,314
|
21/01/1997
|
5,595,903
|
||||
|
|
|
Family: 2042
|
Title:
|
Synthetic
Antisense Deoxyoligonucleotide and Pharmaceutical Compositions
Containing the Same
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1513
|
Xxxxxxxx
Xxxxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2042-00
|
Priority
|
Granted
|
Israel
|
15/04/1992
|
101600
|
29/02/2000
|
JOURNAL
11/99
|
30/05/2000
|
101600
|
||
|
2042-01
|
PCT
|
Exhausted
|
PCT
|
15/04/1993
|
PCT/EP93/00911
|
28/10/1993
|
WO
93/21202
|
||||
|
2042-02
|
NP
|
Abandoned
|
Japan
|
15/04/1993
|
517984/93
|
||||||
|
2042-03
|
NP
|
Granted
|
Europe
|
15/04/1993
|
93911467.4
|
05/04/1997
|
EP
0636137 X0
|
||||
|
0000-00
|
XX
|
Xxxxxxxxx
|
Xxxxxxxxx
|
15/04/1993
|
40399/93
|
14/12/1995
|
665087
|
||||
|
2042-05
|
NP
|
Abandoned
|
US
|
12/01/1994
|
08/318,826
|
04/06/1999
|
5,891,725
|
||||
|
2042-06
|
NP
|
Granted
|
Canada
|
15/04/1993
|
2,118,235
|
15/7/2008
|
2118235
|
||||
|
2042-07
|
CIP
|
Granted
|
US
|
05/02/1998
|
08/850,347
|
29/08/2000
|
6,110,742
|
||||
|
2042-08
|
NP
|
Granted
|
France
|
15/04/1993
|
03/12/1997
|
636137
|
|||||
|
2042-09
|
NP
|
Granted
|
Great
Britain
|
15/04/1993
|
93911467.4
|
02/01/1995
|
03/12/1997
|
636137
|
|||
|
2042-10
|
NP
|
Granted
|
Germany
|
15/10/1994
|
93
911467.4
|
02/01/1995
|
03/12/1997
|
693
08 833.8-08
|
|||
|
|
|
Family: 2098
|
Title:
|
Transgenic
Animal Assay System for Anticholinesterases
Substances
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1777
|
Xxxxx
Xxxxx
|
|
|
1390
|
Zakut
Haim
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2098-00
|
Priority
|
Abandoned
|
US
|
28/02/1994
|
08/202,755
|
||||||
|
2098-01
|
CIP
|
Abandoned
|
US
|
09/01/1995
|
08/370,156
|
03/08/1999
|
5,932,780
|
||||
|
2098-02
|
PCT
|
Exhausted
|
PCT
|
28/02/1995
|
PCT/US95/02806
|
31/08/1995
|
WO
95/23158
|
||||
|
2098-03
|
NP
|
Abandoned
|
Europe
|
28/02/1995
|
95913580.7
|
||||||
|
2098-04
|
CIP
|
Granted
|
US
|
06/03/1997
|
08/814,095
|
15/02/2000
|
6,025,183
|
||||
|
Family: 2151
|
Title:
|
A
Method and Composition for Enabling Passage Through
BBB
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1882
|
Xxxxxxxx
Xxxx
|
|
|
1881
|
Xxxxxx
Xxxxxxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2151-00
|
Priority
|
Expired
|
US
|
20/11/1996
|
60/031,194
|
||||||
|
2151-01
|
Priority2
|
Expired
|
US
|
12/12/1996
|
60/035,266
|
||||||
|
2151-02
|
PCT
|
Exhausted
|
PCT
|
20/11/1997
|
PCT/US97/21696
|
28/05/1998
|
WO
98/22132
|
||||
|
2151-03
|
From
Priority
|
Granted
|
US
|
20/11/1997
|
08/975,084
|
07/10/2001
|
6,258,780
|
||||
|
2151-04
|
NP
|
Granted
|
Israel
|
20/11/1997
|
129990
|
24/01/2005
|
Xxx
Journal 11/2004
|
25/04/2005
|
129990
|
||
|
2151-05
|
NP
|
Abandoned
|
Australia
|
20/11/1997
|
53642/98
|
06/10/1998
|
04/12/2001
|
732043
|
|||
|
2151-06
|
NP
|
Abandoned
|
Canada
|
20/11/1997
|
2,272,280
|
||||||
|
2151-07
|
NP
|
Abandoned
|
Europe
|
20/11/1997
|
97950711.8
|
||||||
|
2151-08
|
NP
|
Filed
|
Japan
|
20/11/1997
|
10-523989
|
||||||
|
Family: 2304
|
Title:
|
Synthetic
Antisense Oligodeoxynucleotides and Pharmaceutical Compositions Containing
them
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1513
|
Xxxxxxxx
Xxxxx
|
|
|
1882
|
Xxxxxxxx
Xxxx
|
|
|
1881
|
Xxxxxx
Xxxxxxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2304-00
|
Priority
|
Expired
|
US
|
12/12/1996
|
60/035,266
|
||||||
|
2304-01
|
PCT
|
Exhausted
|
PCT
|
12/12/1997
|
PCT/US97/23598
|
18/06/1998
|
WO
98/26062
|
||||
|
2304-02
|
CIP
|
Granted
|
US
|
12/12/1997
|
08/990,065
|
19/09/2000
|
6,121,046
|
||||
|
2304-03
|
NP
|
Allowed
|
Israel
|
12/12/1997
|
130162
|
||||||
|
2304-04
|
NP
|
Granted
|
Australia
|
12/12/1997
|
53856/98
|
14/12/2000
|
727611
|
||||
|
2304-05
|
NP
|
Examination
|
Canada
|
12/12/1997
|
2,274,985
|
||||||
|
2304-06
|
NP
|
Granted
|
Europe*
|
12/12/1997
|
97950993.2
|
15/09/1999
|
951536
|
24/1/2007
|
EP0951536
|
||
|
2304-07
|
NP
|
Filed
|
Japan
|
12/12/1997
|
10-527069
|
||||||
|
2304-08
|
CIP
|
Abandoned
|
US
|
09/572,630
|
|||||||
(*)
Validated in GB, FR, DE & CH
|
Family: 2325
|
Title:
|
Antisense
and Non-Catalytic Properties
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1118
|
Soreq
Hermona
|
v
|
|
Licensee
|
|||||||||||
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2325-00
|
Priority
|
Expired
|
US
|
03/06/1997
|
60/040,203
|
||||||
|
2325-01
|
PCT
|
Exhausted
|
PCT
|
03/06/1998
|
PCT/US98/04503
|
09/11/1998
|
WO
98/39486
|
||||
|
2325-02
|
NP
|
Abandoned
|
Australia
|
03/06/1998
|
64521/98
|
AB
|
|||||
|
2325-03
|
NP
|
Abandoned
|
Canada
|
03/06/1998
|
2,283,068
|
||||||
|
2325-04
|
NP
|
Granted
|
US
|
03/06/1998
|
09/380,532
|
11/05/2002
|
6,475,998
|
||||
|
2325-05
|
NP
|
Abandoned
|
Europe
|
98910229.8
|
Abandoned
|
||||||
|
Family: 2356
|
Title:
|
Use
of A Specific AChE Peptide (I4) As A Growth
Factor
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1969
|
Xxxxxx
Xxxxx
|
|
|
1382
|
Xxxxx
Amiram
|
|
|
1970
|
Xxxxxxx
Xxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2356-00
|
Priority
|
Granted
|
Israel
|
31/05/1999
|
130224
|
19/02/2004
|
Xxx
Journal 12/2003 |
20/05/2004
|
130224
|
||
|
2356-01
|
From
Priority
|
Abandoned
|
Israel
|
09/02/1999
|
131707
|
||||||
|
2356-02
|
PCT
|
Exhausted
|
PCT
|
31/05/2000
|
PCT/IL00/00311
|
12/07/2000
|
WO
00/73427
|
||||
|
2356-03
|
CIP
|
Granted
|
US
|
30/11/2001
|
09/998,042
|
20/02/2003
|
US-2003-0036632-A1
|
27/06/2006
|
7,067,486
|
||
|
2356-04
|
CIP
of CIP
|
Published
|
US
|
04/11/2006
|
11/401,670
|
22/03/2007
|
US-2007-0065882-A1
|
||||
|
Family: 2463
|
Title:
|
Novel
Uses of Antibodies Against Ache and Peptides
thereof
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1882
|
Xxxxxxxx
Xxxx
|
|
|
1881
|
Xxxxxx
Xxxxxxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2463-00
|
Priority
|
Abandoned
|
Israel
|
31/05/1999
|
130225
|
||||||
|
2463-01
|
PCT
|
Exhausted
|
PCT
|
31/05/2000
|
PCT/IL00/00312
|
12/02/2000
|
WO
00/73343
|
||||
|
2463-02
|
NP
|
Granted
|
US
|
31/05/2000
|
09/980,263
|
20/06/2006
|
7,063,948
|
||||
|
2463-03
|
NP
|
Granted
|
Europe
|
31/05/2000
|
931517.7
|
20/03/2002
|
1187853
|
23/02/2005
|
1187853
|
||
|
2463-04
|
NP
|
Filed
|
Canada
|
31/05/2000
|
2,371,675
|
||||||
|
2463-05
|
NP
|
Allowed
|
Israel
|
31/05/2000
|
146850
|
||||||
|
2463-06
|
DIV
|
Published
|
US
|
02/10/2006
|
11/352,073
|
06/08/2006
|
US-2006-0121536-A1
|
||||
|
Family: 2584
|
Title:
|
Antisense
Oligonucleotide Against Human Ache and Uses thereof AS3
(EN101)
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2584-00
|
Priority
|
Filed
|
Israel
|
24/05/2001
|
143379
|
||||||
|
2584-01
|
PCT
|
Exhausted
|
PCT
|
24/05/2002
|
PCT/IL02/00411
|
01/09/2003
|
WO
03002739
|
||||
|
2584-02
|
CIP
of NP
|
Granted
|
US
|
27/03/2003
|
10/402,016
|
20/11/2003
|
US-2003-0216344-A1
|
07/11/2006
|
7,074,915
|
||
|
2584-03
|
NP
|
Examination
|
Europe
|
24/05/2002
|
2726406.8
|
25/02/2004
|
1390493
|
||||
|
2584-04
|
NP
|
Filed
|
Canada
|
24/05/2002
|
2,458,806
|
||||||
|
2584-05
|
NP
|
Allowed
|
Australia
|
24/05/2002
|
20002256873
|
18/10/2007
|
20002256873
|
||||
|
2584-06
|
NP
|
Filed
|
Japan
|
24/05/2002
|
2003-509100
|
||||||
|
2584-07
|
NP
|
Examination
|
India
|
24/05/2002
|
01497/KOLNP/2003
|
||||||
|
2584-08
|
NP
|
Examination
|
New
Zealand
|
24/05/2002
|
529549
|
||||||
|
2584-09
|
DIV
of CIP
|
Published
|
US
|
02/01/2006
|
11/346,145
|
08/10/2006
|
US-2006-0178333-A1
|
||||
|
Family: 2806
|
Title:
|
Ache
Antisense Deoxyoligonucleotide As Anti-Inflammatory
Agent
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
3170
|
Yirmiya
Raz
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2806-00
|
Priority
|
Filed
|
Israel
|
26/10/2003
|
158600
|
||||||
|
2806-01
|
PCT
|
Exhausted
|
PCT
|
26/10/2004
|
PCT/IL2004/000978
|
||||||
|
2806-02
|
CIP
|
Abandoned
|
US
|
26/10/2004
|
11/187,719
|
||||||
|
CON
|
Filed
|
US
|
18/4/2007
|
11/788,321
|
|||||||
|
2806-03
|
NP
|
Published
|
Europe
|
23/10/2004
|
4791840.4
|
26/07/2006
|
1682072
|
||||
|
2806-04
|
NP
|
Examination
|
Canada
|
26/10/2004
|
2,543,305
|
||||||
|
2806-05
|
NP
|
Filed
|
Japan
|
26/10/2004
|
2006-537550
|
||||||
|
Family: 2816
|
Title:
|
ARP
As an Inducer of Granulocytopoiesis, Uses and Methods thereof
(Hematopoietic Stem Cells)
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
1969
|
Xxxxxx
Xxxxx
|
|
|
1970
|
Xxxxxxx
Xxx
|
|
|
2637
|
Xxxxx
Xxxxx
|
|
|
2638
|
Pick
Xxxxxxxx
|
|
|
1118
|
Soreq
Hermona
|
v
|
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
2816-00
|
Priority
|
Filed
|
Israel
|
02/12/2004
|
160376
|
Tel-Aviv
Sourasky Xxxxxxx Xxxxxx
|
00
|
||||
|
0000-00
|
XXX
|
Xxxxxxxxx
|
PCT
|
02/10/2005
|
PCT/IL2005/000185
|
Tel-Aviv
Sourasky Medical Center
|
50
|
||||
|
2816-02
|
NP
|
Filed
|
US
|
02/10/2005
|
10/589,116
|
27/9/2007
|
2007/0224181A1
|
Tel-Aviv
Sourasky Medical Center
|
50
|
||
|
Family:
|
Title:
|
ANTISENSE
OLIGONUCLEOTIDES AGAINST ACETYLCHOLINESTERASE FOR TREATING INFLAMMATORY
DISEASES
|
|
Inventors
|
||
|
Inventor
ID
|
Inventor
Name
|
Main
|
|
Xxx
Xxxxx
|
||
|
Application
|
Publication
|
Patent
|
Co-Applicant
|
||||||||
|
Patent
ID
|
Continuity
|
Status
|
Country
|
Date
|
Number
|
Date
|
Number
|
Date
|
Number
|
Name
|
%
|
|
Priority
|
Filed
|
US
|
04/10/2006
|
60/790,546
|
|||||||
|
PCT
|
Exhausted
|
PCT
|
29/3/2007
|
PCT/IL2007/000413
|
18/10/2007
|
WO2007/116395
|
|||||
|
NP
|
Filed
|
US
|
10/08/2008
|
12/296,455
|
|||||||
|
NP
|
Filed
|
Australia
|
29/3/2007
|
2007237059
|
|||||||
|
NP
|
Filed
|
New
Zealand
|
29/3/2007
|
571861
|
|||||||
|
NP
|
Filed
|
Europe
|
29/3/2007
|
PCT/IL2007/000413
|
|||||||
|
NP
|
Filed
|
Canada
|
29/3/2007
|
PCT/IL2007/000413
|
|||||||
|
NP
|
Filed
|
Israel
|
29/3/2007
|
194431
|
|||||||
|
NP
|
Filed
|
Japan
|
29/3/2007
|
PCT/IL2007/000413
|
|||||||
