PROTEIN SCIENCES CORPORATION AND VIREXX MEDICAL CORP. COLLABORATIVE DEVELOPMENT AGREEMENT
PROTEIN
SCIENCES CORPORATION
AND
THIS
AGREEMENT is made by and between PROTEIN SCIENCES CORPORATION, 0000 Xxxxxxxx
Xxxxxxx, Xxxxxxx, XX 00000-0000 (“PSC”) and VIREXX MEDICAL CORP. 0000 Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 (“VIREXX”) and is effective as of April
20, 2005 (“Effective Date”).
Recitals
A. PSC
is a
biotechnology company that develops vaccines, diagnostic and therapeutic
products and provides its GeneXpress® services to obtain and produce human
and animal proteins and to develop manufacturing processes.
B. VIREXX
is
a biotechnology company that develops immunotherapies and has developed the
Chimigen™ Technology.
C. PSC
and
VIREXX desire to collaborate in the development of a scalable purification
and
manufacturing process and the pilot production of CS12 for VIREXX, all upon
the
terms and conditions as set forth below.
NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the parties do agree as follows:
1.
Definitions
In
this
Agreement, capitalized terms used herein shall have the meanings set forth
below:
“Affiliate”
means any Person (defined below) that, directly or indirectly, controls,
is
controlled by or under common control with a Party. For the purposes of this
definition of Affiliate, the term “control” (including with correlative meaning,
the terms “controlling”, “controlled by”, and “under common control with”) as
used with respect to any Person, shall mean (i) ownership directly or indirectly
of fifty percent (50%) or more of the voting stock of the controlled entity
(or,
for nonstock organizations, the right to receive over fifty percent (50%)
of the
profits of the controlled entity by contract or otherwise), or (ii) possession,
directly or indirectly, of the power to direct or cause the direction of
the
management and policies of such Person, whether through ownership of voting
securities, by contract, or otherwise.
“Agreement”
means this agreement and Exhibits attached, together with any amendments
to or
replacements of this agreement;
“Baculovirus
Expression Vector System” means a viral expression of foreign protein in insect
cells;
“Cell
Line Patent” means the Patent Rights pertaining to PSC’s United States Patent,
Patent No. 6,103,526, dated August 15, 2000, and foreign counterparts that
is a
novel insect cell line;
“cGMP”
means current Good Manufacturing Practice;
2
“Chimigen™
Technology” means a recombinant protein with an antigen linked to a fragment of
an immunoglobulin molecule containing the Fc region;
“Chimigen™”
means the trademark applications filed in Canada under application no. 1,131,321
and in the United States under application no. 78,122,659;
“CMC”
means Chemistry and Manufacturing Controls;
“Confidentiality
Agreement” means the Confidentiality Agreement entered into between PSC and
VIREXX and dated May 20, 2004;
“Commercialize”
means to create, discover, develop, promote, manufacture, make and have made,
distribute, sell, import and/or market products;
“CS12”
means a recombinant fusion protein comprised of the S1 and S2 surface antigen
from hepatitis “B”;
“CTA”
means Clinical Trials Application;
“Deliverables”
means those deliverables that PSC shall provide to VIREXX as described in
Exhibit “A”;
“EMEA”
means European Agency for the Evaluation of Medicinal Products;
“expresSF+®
Cell
Line” means the insect cell line described in the Cell Line Patent;
“FDA”
means U.S. Food and Drug Administration;
“Gene
Xpress®”
means
the five (5) trademark registrations in the United States being nos. 2892158,
2516482, 2511789, 2377113 and 2377112 and the trademark application filed
in the
United States under application no. 75483780;
“Improvements”
means any future improvements, innovations, inventions, modifications, designs,
plans, drawings, specifications, techniques, processes, data and technical
information, whether patented or unpatented, made or acquired by a Party
during
the term of this Agreement and relevant to the PSC Property or the VIREXX
Property, as the case may be;
“Material”
means biological material or compound provided by VIREXX to PSC or created
by
PSC for VIREXX pursuant to the Project, including, without limitation, the
progeny, modification or unmodified derivative thereof;
“Material
Transfer Agreement” means the Material Transfer Agreement entered into between
PSC and VIREXX and dated August 10, 2004;
“Methods
and Technical Know-How” means all information, processes, knowledge and
experience of a technical and commercial nature, including trade secrets,
relating to techniques for the use of, the composition of, methods of or
practices in the use of, or the manufacture of goods or the provision of
services utilizing the PSC Property or the VIREXX Property, as the case may
be;
3
“Net
Sales Revenue” means, for
any
particular period, the aggregate of the gross amounts received from either
the
sale or other dispositions of the Product by VIREXX or its sub-licensees
in the
Territory less the sum of the following:
a.
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commissions
payable by VIREXX related to either the sales of Product or the
granting
of sub-licenses which in either case generated such
proceeds;
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b.
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trade,
quantity and cash discounts actually allowed and returns, credits,
allowances or rebates actually granted in the period which are
related to
either such proceeds or similar proceeds in prior
periods;
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c.
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cost
of warranty services in the period which are related to either
such
proceeds or similar proceeds in prior
periods;
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d.
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transportation
and transportation insurance charges payable in connection with
the sales
resulting in such proceeds; and
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e.
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all
government taxes, customs duties or like levies forming part of
or charged
in relation to such proceeds excluding taxes, on or measured by,
income;
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and
further provided that the purposes of determining Net Sales
Revenue:
i.
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transactions
between VIREXX and persons related to VIREXX will be deemed to
take place
at fair market value;
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ii.
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proceeds
generated in dollars other than Canadian dollars will be converted
to the
equivalent in Canadian dollars on the date received by VIREXX or
Sub-licensee at the rate of exchange published by Royal Bank of
Canada at
such date;
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iii.
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amounts
will not be included in Net Sales Revenue more than once;
and
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iv.
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where
any consideration received by VIREXX or a Sub-licensee which should
form
part of Net Sales Revenue is not in the form of cash, it will be
converted
to its reasonable cash equivalent for the purposes of calculating
Net
Sales Revenue; and
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v.
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no
amounts will be included for Product that is provided to third
parties for
testing or demonstration purposes and without
charge;
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“Party”
and “Parties” means either or both of VIREXX and PSC, as the context may
require;
“Patent
Rights” means the patents issued or pending which includes all reissues,
renewals, extensions, divisions, continuations and continuations-in-part
related
thereto, wherever filed or obtained, covering the Chimigen Technology or
the
Product, in the case of VIREXX, and the Baculovirus Expression Vector System
and
the expresSF+
®
Cell
Line and Signal Sequence, in the case of PSC;
“Person”
means an individual, corporation, partnership, firm, association, joint venture,
estate, trust, governmental or administrative body or agency, or any other
entity;
“Product”
means VIREXX’s hepatitis “B” vaccine and any combination pharmaceutical product
for which VIREXX’s hepatitis “B” vaccine is a material part;
4
“Project”
shall have the meaning given to such term in Section 2 of this
Agreement;
“Project
Records” means the complete and accurate records of the work arising pursuant to
the Project kept and maintained in a manner consistent with the relevant
parties
established practices for its own internal projects and with GLP or cGMP
standards;
“Proprietary
Information” means any information, including know-how, show-how, confidential
and other trade secret information, developed or owned by VIREXX in respect
of
the VIREXX Property and owned by PSC in respect of the PSC Property that
in any
way relates to the design, manufacture, operation or use of the Products
and not
generally known to others in the industry or readily ascertainable by proper
means which gives the Products an advantage over other competitors. Proprietary
Information shall not include information which:
a.
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at
the time of its disclosure is already part of the public
knowledge;
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b.
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after
disclosure hereunder, becomes part of the public knowledge by publication
or otherwise through no fault of the person to whom it has been
disclosed
hereunder;
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c.
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prior
to the time of disclosure hereunder, was received from a third
party who
had a lawful right to disclose it and who did not require the receiving
part to hold it in confidence; or
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d.
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after
the time of disclosure hereunder was received in writing from a
party who
had a lawful right to disclose it and who did not require the receiving
party to hold it in confidence.
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“PSC
Confidential Information” means all Methods and Technical Know-How or
Proprietary Information relating to the PSC Property and shall include all
Improvements made to PSC’s existing proprietary technology that may occur during
the Project;
“PSC
Invention” shall have the meaning given to such term in Section 7(f) of this
Agreement;
“PSC
Patents” shall mean all Patent Rights pertaining to those patents issued or
pending which are described in Exhibit “B”;
“PSC
Property” means the Baculovirus Expression Vector System and the
expresSF+®
Cell
Line, the Signal Sequence, the PSC Invention, the Cell Line Patent, the PSC
Patents, the PSC Confidential Information, the GeneXpress trademarks, and
any
Improvements, Methods and Technical Know-How or Proprietary Information in
respect of any of the foregoing;
“Results”
means any material information, data or results relevant to the Project or
arising from PSC’s use of the Material;
“Signal
Sequence” means the gene sequence and polypeptide comprising a baculovirus
signal peptide as described in U.S. Patent number 6,245,532;
“Sub-licensee”
means all persons to whom VIREXX has issued a right to use all or a part
of the
VIREXX Property or to develop, manufacture, market, distribute or sell Products
utilizing the VIREXX Property in part of or all of the Territory;
5
“Technology”
means all property forming part of, or existing or arising as a result of,
the
Patent Rights, the Methods and Technical Know-how, the Proprietary Information,
the Specifications and any Improvements;
“Territory”
means all of the world;
”VIREXX
Confidential Information” means all Methods and Technological Know-How or
Proprietary Information relating to the VIREXX Property and shall include
all
results of Research, including underlying data and conclusions, and all
confidential information disclosed by VIREXX to PCS;
“VIREXX
Invention” shall have the meaning given to such term in Section 7(e) of this
Agreement;
“VIREXX
Patents” means all Patent Rights pertaining to those existing patents issued or
pending which are described in Exhibit “C”;
“VIREXX
Property” means the Product, Chimigen™ Technology, Chimigen™, the Material,
CS12, the Deliverables, Project Records (but excludes any records that directly
relate to PSC Inventions), Results (but excludes any material information,
data
or results that directly relate to PSC Inventions), VIREXX Invention, the
VIREXX
Patents, the VIREXX Confidential Information, and any Improvements, Methods
and
Technical Know-How or Proprietary Information in respect of any of the foregoing
and any other data or intellectual property arising from the Project or
generated by either party for the Project.
2.
Scope
of the Project
On
the
Effective Date, VIREXX and PSC will perform the work aimed at process
development and production of the Product as more fully described in Exhibit
A
hereto (the “Project”). The parties shall both use commercially reasonable
efforts to complete their respective portions of the Project in accordance
with
the timeline in Exhibit A.
3.
Confidentiality
PSC
shall
have the right to use the Material supplied by VIREXX and related information,
for the sole purpose of conducting the Research (as that term is defined
in the
Material Transfer Agreement). All other uses, including, without limitation,
use
for commercial purposes, are prohibited. “Commercial purposes” as used herein
shall include use for screening, production, sale or license, and also the
use
or transfer of products, processes, cells or other biological material or
information derived from or identified through the use of the Material. No
Material will be administered to humans or to animals intended for food use.
Title
to
the Material and all right title and interest in and ownership of any
intellectual property rights in the Material shall always be and remain with
VIREXX. The Material represents a significant investment on the part of VIREXX
and is considered proprietary to VIREXX. PSC therefore agrees to retain control
over the Material and further agrees that the Material will only be used
in
PSC’s laboratories under suitable conditions and not to transfer or make
available the Material to others without advance written approval of VIREXX.
THE
MATERIAL WILL BE SUPPLIED IN MUTUALLY AGREED UPON QUANTITIES AND AS REASONABLY
AVAILABLE WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6
All
VIREXX Confidential Information will be treated by PSC as confidential and
proprietary information of VIREXX during the period within which the Research
occurs and for five years after termination of this Agreement. PSC will not
use
or disclose the VIREXX Confidential Information to any third party without
the
prior written consent of VIREXX. PSC shall advise its employees assigned
to the
Research to safeguard the confidentiality of the VIREXX Confidential Information
and shall ensure that such employees are aware of PSC’s obligations in respect
of the VIREXX Confidential Information that arise pursuant to this Agreement.
Except to the extent expressly modified herein, the parties hereby acknowledge
and confirm that they continue to be bound by the provisions of the
Confidentiality Agreement. The VIREXX Confidential Information is “Confidential
Information” as that defined term is used in the Confidentiality Agreement and
PSC shall be considered the “Receiving Party” in respect of the VIREXX
Confidential Information.
All
PSC
Confidential Information shall be treated by VIREXX as confidential and
proprietary information of PSC during the period within which the Research
occurs and for five years after termination of this Agreement. VIREXX will
not
use or disclose the PSC Confidential Information to any third party without
the
prior written consent of PSC. VIREXX shall advise its employees assigned
to the
Research to safeguard the confidentiality of the PSC Confidential Information
and shall ensure that such employees are aware of VIREXX’s obligations in
respect of the PSC Confidential Information that arise pursuant to this
Agreement. Except to the extent expressly modified herein, the parties hereby
acknowledge and confirm that they continue to be bound by the provisions
of the
Confidentiality Agreement. The PSC Confidential Information is “Confidential
Information” as that defined term is used in the Confidentiality Agreement and
VIREXX shall be considered the “Receiving Party” in respect of the PSC
Confidential Information.
PSC
agrees to provide VIREXX a copy of all publication, presentation and other
oral
and written disclosures proposed to be made by PSC that may describe the
Material or Research at least 45 days in advance of submission for publication
or presentation to a journal or editor or other disclosure. PSC shall not
make
any such disclosures without the prior written consent of VIREXX, such consent
not to be unreasonably withheld. Notwithstanding the foregoing, PSC shall
always
be able to make such disclosures without VIREXX’s consent if such disclosures do
not describe the VIREXX Property. VIREXX shall have the right after receipt
of
such copy to protect any patentable subject matter related to the Material
or
Research other than the PSC Confidential Information. In all oral presentations
or written publications concerning the Research, PSC will acknowledge VIREXX’s
contribution, unless requested otherwise.
VIREXX
agrees to provide PSC a copy of all publication, presentation and other oral
and
written disclosures proposed to be made by VIREXX that may describe the Research
at least 45 days in advance of submission for publication or presentation
to a
journal or editor or other disclosure. VIREXX shall not make any such
disclosures without the prior written consent of PSC, such consent not to
be
unreasonably withheld. Notwithstanding the foregoing, VIREXX shall always
be
able to make such disclosures without PSC’s consent if such disclosures do not
describe the PSC Property. PSC shall have the right after receipt of such
copy
to protect any patentable subject matter related to the PSC Confidential
Information. In all oral presentations or written publications concerning
the
Research, VIREXX will acknowledge PSC’s contribution, unless requested
otherwise.
The
term
“Confidential Information” shall also include the Material, any non-public
information provided to the either party concerning the Material, and any
Results or Project Records derived by either party in connection with the
Project. Without limiting the foregoing, PSC shall not disclose any Results
or
Project Records, in whole or in part, from the Project through any abstract,
presentation, publication, press release, or any other means, electronic
or
otherwise,
7
without
VIREXX’s prior written approval. Subject to the prior written approval of the
other party either party may disclose the existence of this Agreement but
not
its material financial or business terms (except to its own legal counsel
or
accountants or unless otherwise required to comply with applicable law).
PSC
acknowledges that it understands that VIREXX is a “reporting issuer” (as that
term is defined by Canadian Securities laws) and as such is required by
applicable Canadian Securities laws to forthwith publicly disclose all “material
changes” in respect of its business and affairs.
Either
Party in such form and detail as is consented to in writing by the other
party
may disclose the existence of this Agreement.
4.
Transfer
of Biological Materials
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a.
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VIREXX
shall transfer to PSC and PSC shall receive from VIREXX a sample
of the
Material as described in Exhibit A. The Material shall remain the
property
of VIREXX.
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b.
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Unless
otherwise approved in writing by VIREXX, PSC shall: (i) use the
Material
solely for the purpose of performing the Project (and for no other
purpose) at PSC’s own facilities; (ii) not supply the Material to any
third party; (iii) not use the Material in humans or in animals;
(iv) not
modify the Material (whether chemically, biologically or otherwise);
nor
(v) use the Material (or use, disclose or license the results acquired
through the use of the Material) to support the Commercialization
of any
commercial product containing the Material other than the
Product.
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c.
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PSC
shall comply with all applicable federal, state and local laws,
rules and
regulations regarding the Material and its handling, storage, delivery
and
disposal. PSC shall promptly disclose to VIREXX the nature and
extent of
any violation of such laws, rules or regulations and any corrective
or
curative action taken in response
thereto.
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d.
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PSC
UNDERSTANDS THAT THE MATERIAL SUPPLIED HEREUNDER BY VIREXX IS SUPPLIED
“AS
IS,” THAT THE MATERIAL IS EXPERIMENTAL IN NATURE AND IS SUPPLIED WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR FREEDOM
FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR
ANY OTHER
WARRANTY, EXPRESS OR IMPLIED.
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f.
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Upon
expiration or termination of this Agreement, all unused supplies
of the
Material shall be properly disposed of or returned to VIREXX, at
VIREXX’s
election and at VIREXX’S expense.
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5.
Payments
VIREXX
shall make payments to PSC upon completion of specific milestones as detailed
in
Exhibit “A”.
To
avoid
any doubt, the Costs listed in Exhibit “A” includes all reasonable Product
manufacturing information needed to support an IND submission to FDA. In
the
event PSC is requested to provide support for filing with other regulatory
agencies such as HEALTH
CANADA
or EMEA
and the cost of such submission(s) requires additional information, PSC will
be
compensated at commercially available rates (consistent and competitive with
applicable industry standards). The Costs do not include Product-specific
items
such as immunological reagents, test kits,., outsourced external testing
of the
Product and the like, for which PSC shall invoice VIREXX at cost on a monthly
basis. VIREXX shall promptly reimburse PSC for such items within thirty (30)
days’ receipt of such invoices.
8
6.
Deliverables,
Records and Results
a.
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PSC
shall conduct the Project and provide VIREXX with the Deliverables.
Without limitation and for the sake of clarity, the Deliverables
shall
include any cell or virus stocks produced by PSC for the Project.
It is
understood that the use of any cell or virus stocks is subject
to
licensing terms as described under Section
7.
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b.
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PSC
shall keep Project Records. Without limitation and for the sake
of
clarity, the Project Records shall include a detailed description
of the
viruses and cell lines used in the Project and their respective
growth
conditions as would be suitable for scientific publication. Upon
completion of the Project, or sooner at VIREXX’s request, at no extra
charge, PSC shall provide VIREXX with a complete and accurate copy
of the
Project Records, accompanied by a letter or other document certifying
that
all such Project Records have been provided.
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c.
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PSC
shall regularly and fully disclose to VIREXX (but not less frequently
than
once per month during the term of this Agreement) the Results,
which
disclosure shall include, without limitation, copies of relevant
data,
summaries and reports. Without limitation, the Results shall include
the
complete and accurate description of the Product’s final purification
procedure and all the experimental descriptions and data generated
during
such procedure’s development for the Project, as specified in Exhibit A.
Upon request by VIREXX and in any event within thirty (30) days
after
conclusion of the Project, PSC shall prepare a written summary
report
detailing the Results as part of the Project Records. VIREXX shall
have
the sole and exclusive right to use all such Results for any purpose,
including without limitation, reference to or inclusion of such
Results in
any regulatory filings or patent applications; provided, however,
that if
either party proposes to publish any Results in any public journal,
scientific meeting or similar venue, it shall first obtain the
other
party’s prior written approval, which approval (subject to the concurrence
of regulatory or patent counsel) shall not be unreasonably withheld.
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7. Intellectual Property,
Licenses, and Options
a. | PSC shall own all of the PSC Property. At its own expense, PSC shall prepare and file any patent applications considered necessary in its own legal and business judgment to protect any PSC Property. If requested and at PSC’s expense, VIREXX shall render any cooperation reasonably requested by PSC in such patent applications. |
b. | PSC hereby grants VIREXX a worldwide, royalty free, fully paid-up license to use the PSC Property solely in connection with the Project (the “PSC License”). The PSC License shall be for the length of the Project. |
c. | VIREXX shall own all of the VIREXX Property. At its own expense, VIREXX shall prepare and file any patent applications considered necessary in its own legal and business judgment to protect any VIREXX Property. If requested and at VIREXX’s expense, PSC shall render any cooperation reasonably requested by VIREXX in such patent applications. |
d. | VIREXX hereby grants PSC a worldwide, royalty free, fully paid-up license to use the VIREXX Property solely in connection with the Project (the “VIREXX License”). The VIREXX License shall be for the length of the Project. |
9
e. | Without limiting the foregoing and for the sake of clarity, within the VIREXX Property, VIREXX shall own any new invention or discovery made by either party or by both parties jointly arising out of or resulting from the Project that relates to VIREXX’s Product in the field of human or animal medicine (collectively, “VIREXX Invention”). If and to the extent that, by law or otherwise, PSC may have any right, title or interest in such a VIREXX Invention, for good and valuable consideration, PSC hereby assigns to VIREXX all such right, title, and interest in the VIREXX Invention. |
f. | Without limiting the foregoing and for the sake of clarity, within the PSC Property, PSC shall own any new invention or discovery made by either party or by both parties jointly arising out of or resulting from the Project that relates to improvements of the PSC Property (collectively, “PSC Invention”). If and to the extent that, by law or otherwise, VIREXX may have any right, title or interest in such a PSC Invention, for good and valuable consideration, VIREXX hereby assigns to PSC all such right, title, and interest in the PSC Invention. |
g. | This Agreement and the Project are solely limited to Phase I and Phase II of the Project. |
At
the conclusion of the Project, at VIREXX’s option in its sole discretion,
VIREXX may elect to proceed with the manufacturing of the Product
via two
(2) potential methods: PSC may custom manufacture the Product for
VIREXX;
or VIREXX may retain a third party to custom manufacture the
Product.
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In any of the two (2) scenarios, PSC and VIREXX hereby covenant and agree with each other to do the following: |
i.
|
If
PSC is the supplier:
PSC shall grant VIREXX a worldwide, non-exclusive
royalty free, fully paid-up license to use the PSC Property that
will be
irrevocable for the period of time that PSC custom manufactures
the
Product for VIREXX (the “PSC Scenario 1 License”). VIREXX shall grant a
worldwide, royalty free, fully paid-up license to use the VIREXX
Property
that will be irrevocable for the period of time that PSC custom
manufactures the Product for VIREXX (the “VIREXX Scenario 1 License”). The
VIREXX Scenario 1 License shall be exclusive to and limited to
PSC’s only
being able to use the VIREXX Property for the sole purpose of custom
manufacturing the Product for
VIREXX.
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ii.
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PSC
and VIREXX shall, in good faith, negotiate the
terms of a commercial manufacturing and supply agreement whereby
PSC shall
custom manufacture the Product for VIREXX and VIREXX shall pay
PSC for the
Product on a per-unit basis or on such other commercial terms as
are
mutually acceptable to the parties.
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iii.
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If
VIREXX elects to use a third party supplier:
PSC shall grant VIREXX a worldwide, perpetual, non-exclusive,
transferable, sub-licensable license to Commercialize the PSC Property
(the “PSC Scenario 2 Licence”). VIREXX, at is option, may assign the PSC
Scenario 2 Licence provided that, the assignee or Sub-licensee
agrees to
be bound by the provisions of the PSC Scenario 2
License.
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10
PSC
shall
assist VIREXX and its designated third party supplier (“Supplier”) to launch the
cGMP manufacturing of the Product on a time-and-materials basis at PSC’s then
current commercial rates (consistent and competitive with applicable industry
standards) for such technical assistance, as reasonably requested by VIREXX
or
the Supplier, such costs not to exceed $500,000 (USD). PSC shall use its
best
commercial efforts to meet the scope and timing of such requested technical
assistance. VIREXX shall pay PSC a Completion Fee for such technical assistance
of $75,000 (USD) within thirty (30) days of completion of the transfer of
the
technical process, including all documentation that VIREXX may reasonably
request.
Upon
completion of the transfer of the technical process as specified above, VIREXX
shall begin to pay PSC an annual maintenance fee of $50,000 (USD) if Product
uses technology protected by the Patent Rights for Signal Sequence or for
expresSF+®
Cell
Line or $75,000 if the Product uses technology protected by both such patents
so
long as the Patent Rights in respect of such patents continue to exist. VIREXX
shall cease paying the aforementioned annual maintenance fee once any one
of the
following conditions exist:
i.
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the Patent Rights in respect of Signal Sequence or expresSF+®
Cell Line cease to exist; or
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ii.
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VIREXX discontinues use of the PSC Property in the Product;
or
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iii.
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upon
VIREXX’s first obtaining marketing approval for the Product from a
regulatory agency.
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VIREXX
shall pay PSC, once marketing approval of the Product has been received,
an
annual royalty, in respect of the PSC Scenario 2 License, in an amount equal
to
one percent (1%) of Net Sales Revenue realized by VIREXX from Commercialization
of the Product. In no such event shall this payment be lower than the annual
maintenance fee being paid prior to marketing approval being
received.
PSC
and
VIREXX shall, in good faith, negotiate the other terms of a license agreement
that will provide for the granting of the PSC Scenario 2 License to VIREXX
by
PSC. Such license agreement will provide for such commercial terms as are
customary for matters such as these and the parties agree that the annual
royalty may be subject to further negotiations to address the following
potential considerations:
A)
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the
Royalty Rate will be paid for a term equal to the greater of five
years
(5)
from
the date of first Commercialization of the Product in any jurisdiction
and
the date that the PSC Patents expire in the jurisdiction within
which sale
of the Product is occurring, such that the Royalty Rate shall only
be paid
for a term of five (5) years from the date of first Commercialization
of
the Product in any jurisdiction in respect of any Products being
sold in
jurisdictions where the PSC Patents have expired or do not exist;
and
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B)
|
the
Royalty Rate shall no longer be payable by VIREXX to PSC if the
Product
does not utilize or incorporate any PSC
Property.
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11
iii. |
Payment
and Calculation of Royalty:
If applicable, VIREXX shall pay the annual royalty specified above
by the
30th
day following the end of each calendar quarter following any year
(or
fraction thereof) in which VIREXX, its Supplier or its Sub-Licensee
receives Net Sales Revenue in respect of the Product; provided
that, the
Product incorporates PSC Property.
|
|
h.
|
To
ensure that VIREXX may have a reasonable opportunity to exercise
its
rights under Section 7.g. above, during the term of this Agreement
and for
a period of six (6) months thereafter, PSC shall not sell, assign,
pledge,
exclusively license, or otherwise transfer, directly or indirectly,
any of
the PSC Property used in the Project to any third party, without
VIREXX’s
prior written approval, that would prevent PSC from completing
the
deliverables to VIREXX as outlined in Exhibit A. The foregoing
shall not
preclude PSC from granting any non-exclusive license or other similar
activity with respect to its normal business using the PSC
Property.
|
8.
|
Term
and Termination
|
This
Agreement shall remain in effect for a period of two (2) years from the
Effective Date, unless earlier terminated as set forth herein. Either party
may
terminate this Agreement for any material breach of this Agreement by the
other
party if such breach is not cured within sixty (60) days after written notice
thereof from the non-breaching party. Unless so timely cured, such termination
shall be effective upon expiration of such sixty- (60) day notice period.
Upon
expiration or termination of this Agreement, PSC shall promptly deliver any
Confidential Information or Material to VIREXX and VIREXX shall promptly
pay any
sums due to PSC hereunder or due in respect of the PSC Scenario 1 License,
or
the PSC Scenario 2 License as the case may be.
Either
Party may, at its option and in its sole discretion, terminate this Agreement
on
the happening of any one or more of the following events by forthwith delivering
notice in writing to this effect to the other Party:
a. if
there
has been a voluntary institution of any proceeding by the other Party under
any
bankruptcy, insolvency, or moratorium law, or any assignment by the other
Party
of substantially all of its assets for the benefit of creditors; or placement
of
the other Party’s assets in the hands of a trustee or a receiver unless the
receivership or trust is dissolved within thirty (30) days thereafter and
provided that in the case of an involuntary bankruptcy proceeding, which
is
contested by the other Party, such termination shall not become effective
until
the bankruptcy court of jurisdiction has entered an order upholding the
petition; or
b. if
any
execution, sequestration, or any other process of any court becomes enforceable
against PSC or VIREXX or if any such process is levied on the rights granted
under this Agreement or upon any of the monies due to PSC or VIREXX and the
execution, sequestration or other process is not released or satisfied by
PSC or
VIREXX within ninety (90) days thereafter, or
c. if
any
resolution is passed or made for the winding up, liquidation or other
termination of the existence of PSC or VIREXX; or
d. if
PSC
ceases to carry on its business.
12
9. Survival
Notwithstanding
the foregoing, obligations arising under this Agreement concerning
confidentiality, the transfer of Materials and reports, Project payments,
licensing of inventions, granting of options and good faith negotiations
shall
survive termination as applicable.
10. Force
Majeure
Neither
party shall be held liable or responsible to the other party nor be deemed
to
have defaulted under or breached this Agreement for failure or delay in
fulfilling or performing any term of this Agreement (other than non-payment)
when such failure or delay is caused by or results from causes beyond the
reasonable control of the affected party, including, but not limited to,
fire,
floods, embargoes, war, acts of war (whether declared or not), insurrections,
riots, civil commotions, strikes, lockouts or other labor disturbances, acts
of
God or acts, omissions or delays in acting by any governmental authority
or the
other party. When such circumstances arise, the Parties shall discuss what
in
good faith, if any, modification of the terms of this Agreement may be required
in order to carry out the original objectives of the Agreement.
11.
Indemnities
a.
|
PSC
shall indemnify, defend and hold harmless VIREXX, its directors,
officers
and employees from and against any loss, claim, damage, liability
or
expense (including reasonable Attorneys’ fees and arbitration and/or
litigation costs) arising out of or in connection with any PSC
act or
omission relating to the Project, or PSC’s breach of this Agreement, or
any employee or anyone claiming on behalf of or through PSC, except
to the
extent that such loss, claim, damage, liability or expense (including
reasonable legal fees or costs on a solicitor and client full indemnity
basis) is attributed to VIREXX’s
negligence.
|
b.
|
VIREXX
shall indemnify, defend and hold harmless PSC, its directors, officers
and
employees from and against any loss, claim, damage, liability or
expense
(including reasonable Attorneys’ fees and arbitration and/or litigation
costs) arising out of or in connection with any VIREXX act or omission
relating to the Project, or VIREXX’s breach of this Agreement, or any
employee or anyone claiming on behalf of or through VIREXX, except
to the
extent that such loss, claim, damage, liability or expense (including
reasonable legal fees or costs on a solicitor and client full indemnity
basis) is attributed to PSC’s
negligence.
|
12.
Choice
of Law and Arbitration
This
Agreement shall be governed by, and construed and enforced in accordance
with,
the laws of the State of New York, as such laws are applied to contracts
entered
into and to be performed entirely within the State of New York by New York
residents, and the parties hereby irrevocably attorn to the jurisdiction
of the
State and Federal courts situated in the United States’ federal Southern
District of New York.
13.
Assignment
This
Agreement may not be assigned to a third party by either party without the
prior
written consent of the other party, provided, however, notwithstanding the
foregoing, VIREXX may assign this Agreement, in whole or in part, without
such
consent from PSC (a) to an Affiliate of VIREXX or (b) as part of (i) a sale
or
other transfer of VIREXX's entire business; (ii) a sale or other transfer
of
that part of VIREXX’s business to which this Agreement relates; or (iii) any
merger or acquisition of VIREXX if, in any such case, VIREXX
gives PSC thirty (30) days prior written notice of such event, including
the new
contact information of assignee, and such assignee has agreed in writing
to PSC
to be bound by all the terms and provisions of this Agreement, in which event
VIREXX shall be released of liability hereunder. Upon such assignment of
this
Agreement by such assignee, the term "VIREXX" as used herein shall include
such
assignee.
13
14.
Notices
All
notices and other communications provided for hereunder shall be in writing
and
shall be mailed by first-class, registered or certified mail, postage paid,
or
delivered personally, by overnight delivery service or by facsimile, computer
mail or other electronic means, with confirmation of receipt, addressed as
follows:
If to VIREXX: | VIREXX Medical Corp. |
0000 Xxxxx Xxxx |
Xxxxxxxx, Xxxxxxx, Xxxxxx |
X0X 0X0 |
Attn.: Xxxxx Xxxxxxxx |
Fax No. 0-000-000-0000 |
If
to PSC:
|
Protein
Sciences Corporation
|
0000
Xxxxxxxx Xxxxxxx
|
Xxxxxxx,
XX 00000-0000
|
Attn.: Xxxxxx X. Xxxxxxxx |
Fax No. 0-000-000-0000 |
Either
party may by like notice specify or change an address to which notices and
communications shall thereafter be sent. Notices sent by facsimile, computer
mail or other electronic means shall be effective upon confirmation of receipt;
notices sent by mail or overnight delivery service shall be effective upon
receipt; and notices given personally shall be effective when
delivered.
15.
Relationship
of Parties
VIREXX
and PSC are independent contractors, and neither is an agent, joint venture
or
partner of the other.
16.
Agreement; Amendments
This
Agreement, together with any attached exhibits, and the Confidentiality
Agreement constitute the entire agreement between the parties with respect
to
the subject hereof and supersedes any prior communications, proposals, drafts
or
other writings. Amendments or other changes to this Agreement shall be valid
and
binding only if in writing and signed by duly authorized representatives
of the
parties.
17.
Waiver
No
provision of this Agreement can be waived except in writing and only when
signed
by a duly authorized representative of the party waiving compliance. Except
as
specifically provided for herein, the waiver from time to time by either
party
of any of its rights or its failure to exercise any remedy shall not operate
or
be construed as a continuing waiver of same or of any other of such party’s
rights or remedies provided in this Agreement. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and
enforceability of the remaining provisions shall not in any way be affected
or
impaired thereby.
14
18.
Counterparts
This
Agreement may be executed in two counterparts, each of which shall be deemed
an
original, but all of which together shall constitute one and the same
instrument.
VIREXX MEDICAL CORP. | PROTEIN SCIENCES CORPORATION | |
By: ____________________________ | By: ____________________________ | |
Xxxx Xxxxxxx | Manon X.X. Xxx | |
Chief Executive Officer | Chief Operating Officer |
EXHIBIT
A
Process
Development and cGMP Production Hepatitis B Chimigen™
Protein
Executive
Summary:
ViRexx
Medical Corp. plans to initiate a Phase l Clinical trial of its Hepatitis
B
Chimigen Program. The following proposal outlines the steps Protein Sciences
intends to define fermentation and a scalable purification process, and
production of Hepatitis B Chimigen Protein CS12 produced with Protein Sciences’expresSF+
insect cells at our facilities in Meriden, CT. The work, estimated time-frame
and associated costs to produce the CS12 product will be conducted in two
phases
as outlined below:
Phase
I: Process Development
|
Estimated
Time-Frame
|
Cost
|
Project
Milestones
|
15-18
Weeks Total
|
$200,000
|
Project
Initiation
|
-
|
$65,000
|
Fermentation
Optimization
|
4-6
Weeks
|
$25,000
|
Purification
Process Transfer, Cell Culture Support, Replication of Production
Process
(3 X 2 L), QC Testing:
|
6-8
Weeks
|
$40,000
|
Scale-up
(10 L) fermentations & purification of up to 50 mg GLP protein,
product vialing for preclinical toxicology, QC testing
|
4-6
Weeks
|
$45,000
|
Finalize
SOPs of Defined Process
|
4
Weeks
|
$25,000
|
The
second phase of the project can be conducted at either cGMP or GLP conditions
as
outlined below:
Phase
II Option 1: cGMP Production
|
|||||
Purified
Recombinant
CS12
Chimigen Yield
|
Quantity
To Be Delivered*
|
Estimated
Time-Frame
|
|||
500
mg
|
750
mg
|
1000
mg
|
|||
>6.5
mg/L
|
$360,000
|
$450,000
|
$540,000
|
6
-
8 Weeks
|
|
4
-
6.5 mg/L
|
$540,000
|
$675,000
|
$780,000
|
9
-12 Weeks
|
|
Fill
& Finish of Final Product & Testing (cGMP)
|
3-4
Weeks
|
$110,000
|
|||
Costs
include: Cell & Virus Scale-up, Fermentations, Purification of Bulk
Protein, PSC Internal QC Testing, and Regulatory Support. *Cost
to include
a 20% overage to be produced for QC
Testing
|
Phase
II Option 2: GLP Production
|
||||||
Purified
Recombinant
CS12
Chimigen Yield
|
Quantity
To Be Delivered*
|
Quantity
To Be Delivered*
|
Quantity
To Be Delivered*
|
Estimated
Time-Frame
|
||
500
mg
|
750
mg
|
1000
mg
|
||||
>6.5
mg/L
|
$250,000
|
$315,000
|
$370,000
|
6
-
8 Weeks
|
||
4
-
6.5 mg/L
|
$395,000
|
$475,000
|
$540,000
|
9
-12 Weeks
|
||
Fill
& Finish of Final Product & Testing (cGMP)
|
3-4
Weeks
|
$110,000
|
||||
Costs
include: Cell & Virus Scale-up, Fermentations, Purification of Bulk
Protein, PSC Internal QC Testing, and Regulatory Support. *Cost
to include
a 20% overage to be produced for QC
Testing
|
The
proposal outlines defined milestones for Phase I in preparation of large
scale
GLP or GMP production. As Phase I approaches completion, the availability
of
Protein Sciences’ GMP facility will be determined. SOPs for the production of
XX00 Xxxxxxxx will be prepared and, depending upon GMP manufacturing
availability, the product will be made with the defined process under GMP
or GLP
conditions.
The
total
cost for the proposal will be determined from the product yield established
in
Phase I and whether or not manufacturing will be conducted under GLP or GMP
conditions. If product yield is less than 4 mg/L then a revised costing for
production will be provided to ViRexx based upon the average yields obtained
from the reproducibility experiments from Phase I.
The
cost
for Phase I (Process Development) is $200,000. There is an up-front payment
of
$65,000 to be paid upon signing the Agreement. The rest of the money will
be
paid upon completion of defined milestones as outlined in the Phase I table
in
the Executive Summary, above. Protein Sciences will allocate $50,000 of the
initial payment to begin addressing quality concerns noted by ViRexx from
their
audit of PSC facilities. This will help enable PSC to manufacture CS12 for
future clinical trials. There is an additional payment of $50,000 due in
January
06 to address the identified quality concerns. Payment of Phase II will consist
of a 40% up-front payment with the remainder, less $50,000 due upon completion
or delivery of product to ViRexx. A $25,000 milestone payment will be made
upon
completion of a CMC for regulatory filing and a final payment of $25,000
for
acceptance of the CMC by the Canadian Health Protection Branch. This cost
does
not include outsourcing of specified QC testing, Protein Sciences will invoice
ViRexx separately for this testing.
Phase
I: Fermentation and Purification Process Development
This
project will consist of the optimization of fermentation conditions and the
transfer and possible refinement of a purification process for CS12 found
in the
expresSF+
cell
supernatant. The finalized protocols will be employed for the production
of
product for clinical trials.
1.
|
Optimization
of conditions for target protein expression.
Protein Sciences will conduct a matrix experiment at 0.5 L scale
to
identify initial conditions for larger scale fermentation and production
of the XX00 Xxxxxxxx protein. Parameters to be examined include
the
multiplicity of infection, and harvest time post-infection at 28°C (Table
1). This experiment will be conducted twice to confirm results.
Subsequent
experiments are designed to address the effect of temperature and
protease
inhibitor addition prior to harvest. Once the MOI and time conditions
for
the 28°C have been established, a 72-hour temperature time-course
comparison of CS12 expression will be conducted at 2-L scale to
determine
if higher yield/quality of the CS12 construct is attainable. Infections
will be monitored for viable cell density and cell size as in-process
parameters to be correlated with recombinant protein yield and
quality.
|
Table
1. Optimization of CS12 Construct Fermentation Conditions.
Infection
Conditions
|
Time
Post-Infection (hours)
|
|||
MOI/28°C
|
24
|
36
|
48
|
72
|
0.1
|
X
|
X
|
X
|
X
|
1
|
X
|
X
|
X
|
X
|
5
|
X
|
X
|
X
|
X
|
25
vs.
28°C
|
24
|
36
|
48
|
72
|
MOI
from Above
|
X
|
X
|
X
|
X
|
Protease
Inhibitor Addition
|
Fermentation
Conditions
Determined
From Matrix
|
|||
-
Leupeptin
|
X
|
|||
+
Leupeptin Time-Point 1
|
X
|
|||
+
Leupeptin Time-Point 2
|
X
|
These
experiments will likely provide material for initial purification experiments
and the conditions identified will be used to produce additional 2- to 10-L
scale runs to finalize the purification process. Protein Sciences will analyze
expression of the recombinant protein using SDS-PAGE and Western Blotting
or via
ELISA methodology transferred by ViRexx.
Following
determination of optimal harvest-time conditions at for maximal protein
expression, the affect on the addition of the protease inhibitor Leupeptin
will
be evaluated to assess improvement of recombinant protein yield as determined
by
western blot analysis or ELISA analysis (Table 1). The comparison will be
conducted at the identified top two optimal conditions with leupeptin added
to
the fermentation 24-hours prior to harvest.
2.
|
Transfer
of XX00 Xxxxxxxx Purification
Process
|
Based
upon the completed Phase I feasibility studies with the CS12 construct, the
CS12
protein produced by our expresSF+
cells
will be purified from the supernatant of serum free media with the outlined
process provided by ViRexx (Table 2).
Table
2. CS12 Purification Strategy to be Transferred
Transfer
of Purification Protocol for CS12 Construct(s)
|
|
Step
1.
|
Cation
Exchange S-Column or Hydrophobic Exchange Phenyl-Column Capture
of protein
in culture supernatant, NaCl elution
|
Step
2.
|
Af
Affinity (Ni-IMAC) Chromatography
Imidizole
Elution
|
Step
3.
|
To
Be Determined
|
This
process development work will be conducted with aliquots from 2-L scale
fermentations, which, based on our experience, tend to be good predictors
of
larger scale fermentations. The purification strategy provided by ViRexx
will be
employed and assessed initially at 100 mL aliquots, scaled up to purification
of
2-L of starting material. The 2-L scale purification will be replicated 3X
on
replicate fermentations. The process will then be evaluated at 10-L scale
to
demonstrate a 100-fold scalability.
3.
|
Reproducibility
and QC Testing
|
Upon
definition of a purification process, three replicate purification 2 L runs
will
undergo the following testing to outline QC specifications for XX00 Xxxxxxxx
produced via this process. This quality testing will include:
Quality
Test
|
Methodology
|
Identity
|
Western
Blot (Non-Reducing, Anti-FC, Anti-His, Anti-S protein)
|
Protein
Content
|
BCA
|
Purity
|
Reverse
Phase HPLC and SDS-PAGE
|
Potency
|
Performed
by ViRexx Pharmaceuticals
|
Endotoxin
Level
|
Gel-Clot
|
Residual
DNA Content
|
PCR
|
Host
Cell Proteins
|
Western
Blot
|
Based
upon these results, the purification process may need to be adjusted to lower
certain contaminants (i.e. DNA content).
If
unforeseen challenges occur during the transfer of the process, alternative
strategies may also be considered and attempted in consultation and negotiation
with ViRexx. Additionally if the process development time-frame exceeds the
allotted time-period and ViRexx wishes to continue development of the process
a
mutually agreed upon cost figure for the additional work be negotiated before
continuation of the project.
An
optional extension for consideration by ViRexx is the development of an ELISA
methodology to monitor the efficiency (mass balance) of the purification.
The
proposed strategy of this ELISA methodology would be capture with an anti-S1/S2
polyclonal antibody and detection with an enzyme labeled anti-HIS antibody.
Deliverables
ViRexx:
1.
|
CS12
Protein Standard
|
2.
|
Appropriate
anti-sera for the identity testing via western blot or
ELISA
|
3.
|
Protocols
for purification and reverse phase
HPLC
|
4.
|
Specify
whether Phase II Production of CS12 will be GLP or
GMP
|
5.
|
Specify
desired amount of bulk material to be
Produced
|
Deliverables
Protein Sciences:
1.
|
Project
report presenting fermentation optimization results and transfer
of the
purification process
|
2.
|
GLP
Grade CS12 protein for animal safety and immunogenicity studies
from the
purification runs. Determination of process
yields
|
3.
|
Generation
of SOPs for a defined production process for XX00
Xxxxxxxx
|
Xxxxx
XX: Production of CS12
1.
|
GLP/GMP
Production of XX00 Xxxxxxxx
|
If
production of CS12 is transferred to Protein Sciences’ manufacturing facility,
Protein Sciences will perform either a 10- or 45-L shakedown production and
purification run to demonstrate adequacy of the fermentation and purification
process to manufacture the CS12 protein. Minor adjustments to the purification
protocol may need to be implemented for efficient manufacturing. For either
GLP
or GMP production, 10-L and/or 45-L runs will be performed as needed to generate
the required material.
expresSF+
cells
will be maintained in Protein Sciences Serum Free Media (PSFM) by passing
them
three times weekly (Monday, Wednesday, and Friday) in 2-L spinner cultures
or
3-L bioreactors. Viable and non-viable cells will be counted and the data
recorded at each passage. Scale-up of cells in 3-L and 10-L bioreactors will
include monitoring the cell density, viability, O2
level,
and temperature.
Protein
Sciences does possess Fill and Finish capability for liquid formulations.
After
generation of bulk cGMP material, ViRexx has the option of having Protein
Sciences vial the product. The costs associated with this option are shown
below.
Optional
Phase II Project Extension
|
Estimated
Time-Frame
|
Cost
|
Fill
and Finish of purified CS12 and Placebo
|
1-2
Weeks
|
$100,000
|
QC
Testing
|
2-4
Weeks
|
$10,000
|
Deliverables:
·
|
GLP/cGMP
production of bulk XX00 Xxxxxxxx
protein
|
Testing
will include in-process testing for mycoplasma and adventitious agents on
the
unprocessed bulk harvests. The purified bulk material will be tested for
protein
concentration (BCA), product identity (Western Blot), product purity
(densitometry), endotoxin (LAL test) and final product sterility. PSC will
provide to ViRexx a complete list of all outsourced testing, with cost
estimates, prior to the completion of Phase I.
·
|
Quality
Control testing on Bulk protein to
include:
|
Mycoplasma
and Adventitious Agents of Bulk Harvest Material (outsourced)
Protein
Content (BCA)
Identity
(Western Blot)
Identity
(Total Amino Acid Analysis & XX0 Xxxxxxxx Sequence (outsourced)
Purity
(Reverse Phase HPLC and SDS-PAGE)
Pyrogenicity/Endotoxin
Level (USP - Gel Clot)
Residual
DNA Content (PCR)
Host
Cell
Proteins (Western Blot)
Sterility
(21CFR)
Potency
(to be determined by ViRexx)
·
|
Fill
& Finish - Vialing of Product for Clinical
Trials
|
·
|
Quality
Control testing of Final Product to
include:
|
Vial
Inspection
Identity
(Western Blot)
Purity
(SDS-PAGE)
Pyrogenicity/Endotoxin
Level
Sterility
General
Safety (Animal inoculation - Outsourced)
Potency/Product
Content (to be determined ViRexx)
·
|
Regulatory
document support for CTA/IND filing
|
Cost:
The
cost
for this conduction of this work will be determined by the yield of the process
defined in Phase I and whether or not the protein is manufactured under GLP
or
GMP conditions.
Signed
by and Agreed
ViRexx Medical Corp. | Protein Sciences Corporation | |
signed “Xxxxx Xxxxxxxx" | signed “Xxxxx Xxx” | |
Xxxxx Xxxxxxxx | Xxxxx Xxx | |
Vice President - Immunotherapy | Chief Operating Officer | |
Date: 20 April 05 | Date: April 22, 2005 | |
Exhibit
B
DOCKET
|
INVENTORS
|
TITLE
|
APPL#
PUBL
#
PATENT
#
|
DATE
|
STATUS
|
674506-2034
|
Xxxxx,
et al
|
Spodoptera
Frugiperda Single Cell Suspension Cell Line in Serum-Free Media,
Methods
of Producing and Using
|
6,103,526
|
Filed
October 8, 1998 Issued August 15, 2000
|
Issued
|
000000-0000.XX
|
Xxxxx,
et al
|
Spodoptera
Frugiperda Single Cell Suspension Cell Line in Serum-Free Media,
Methods
of Producing and Using
|
2,346,497
|
Filed
October 4, 1999
|
Pending
|
674506-2034.XX
|
Xxxxx,
et al
|
Spodoptera
Frugiperda Single Cell Suspension Cell Line in Serum-Free Media,
Methods
of Producing and Using
|
99950093.7
|
Filed
October 4, 1999 Published August 1, 2001
|
Pending
|
674506-2034.WO
|
Xxxxx,
et al
|
Spodoptera
Frugiperda Single Cell Suspension Cell Line in Serum-Free Media,
Methods
of Producing and Using
|
US99/22862
WO
00/20561
|
Filed
October 4, 1999 Published April 13, 2000
|
Pending
|
674501-2002.1
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
6,245,532
|
Filed
October 8, 1998 Issued June 12, 2001
|
Issued
|
674501-2010
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
US95/06750
WO96/37624
|
Filed
May 26, 1995 Published Nov. 28, 1996
|
Pending
|
674501-2010.1
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
EP
0833933
|
Filed
May 26, 1995 Published April 8, 1998
|
Pending
|
674501-2010.10
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
8-535617
|
Filed
May 26, 1995 Published October 24, 2000
|
Pending
|
674501-2010.13
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
288026
|
Filed
May 26, 1995 Issued March 9, 2000
|
Issued
|
674501-2010.17
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
51185
|
Filed
May 26, 1995 Granted Jan. 25, 2000
|
Issued
|
DOCKET
|
INVENTORS
|
TITLE
|
APPL#
PUBL
#
PATENT
#
|
DATE
|
STATUS
|
674501-2010.18
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
PV
1588-97S
|
Filed
May 26, 1995
|
Pending
|
674501-2010.19
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
97126226
|
Filed
May 26, 1995
|
Pending
|
674501-2010.1A
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
2076629.1
|
Filed
May 26, 1995 Published January 15, 2003
|
Pending
|
674501-2010.2
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
712776
|
Filed
May 26, 1995 Granted August 23, 2001
|
Issued
|
674501-2010.2A
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
733191
|
Filed
February 18, 2000 Granted March 2, 2000
|
Issued
|
674501-2010.3
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
PI
9510590-5
|
Filed
May 26, 1995
|
Pending
|
674501-2010.4
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
2,222,129
|
Filed
May 26, 1995
|
Pending
|
674501-2010.5
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
1194005
|
Filed
May 26, 1995 Published September 23, 1998
|
Pending
|
674501-2010.5A
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
98113210
1017711A
|
Filed
May 26, 1995 Published November 26, 1999
|
Pending
|
674501-2010.6
|
Xxxxx,
et al
|
Method
for Producing Influenza Hemagglutinin Multivalent Vaccines
|
PV
3738-97
|
Filed
May 26, 1995
|
Pending
|
EXHIBIT
"C"
DOCKET
|
INVENTORS
|
TITLE
|
APPL#
PUBL
#
PATENT
#
|
DATE
|
STATUS
|
17506-004001
|
Xxxxxx,
et al
|
Chimeric
Antigens for Eliciting an Immune Response
|
10/365,620
2004-0001853
|
13-Feb-2003
01-Jan-2004
|
Pending
|
17506-004W01
|
Xxxxxx,
et al
|
Chimeric
Antigens for Eliciting an Immune Response
|
IB2004/000373
|
14-Feb-2004
|
Pending
|
17506-006001
|
Xxxxxx,
et al
|
Chimeric
Antigens for breaking Host Tolerance to Foreign Antigens
|
10/913,171
|
5-Aug-2004
|
Pending
|
17506-006W01
|
Xxxxxx,
et al
|
Chimeric
Antigens for breaking Host Tolerance to Foreign Antigens
|
TBA
-
|
6
Aug-2004
|
Pending
|
17506-006TW1
|
Xxxxxx,
et al
|
Chimeric
Antigens for breaking Host Tolerance to Foreign Antigens
|
93123603
|
6-Aug-2004
|
Pending
|
17506-007001
|
Xxxxxx,
et al
|
Chimeric
Antigens for Eliciting an Immune Response
|
10/912,969
|
5-Aug-2004
|
Pending
|