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EXHIBIT 10.2
[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT
CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
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AGREEMENT FOR AN EXCLUSIVE OPTION ON ALT-711
BETWEEN
ALTEON INC.
AND
TAISHO PHARMACEUTICAL CO., LTD.
This Agreement (hereinafter referred to as "Agreement") is made as of August 26,
1999, by and between Alteon Inc., having its principal place of business at 000
Xxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000, X.X.X. (hereinafter referred to as
"ALTEON") and Taisho Pharmaceutical Co., Ltd., having its principal place of
business at 00-0, Xxxxxx 0-Xxxxx, Xxxxxxxxx, Xxxxx 000-0000, Xxxxx (hereinafter
referred to as "TAISHO"). ALTEON and TAISHO hereby agree as follows:
1. GRANT
a. ALTEON grants TAISHO the exclusive option (hereinafter referred to as
"Option") to acquire the exclusive license on ALT-711 for Japan, South
Korea, Taiwan and China for all dosage forms except for ophthalmic dosage
forms. Following the execution of the Agreement, ALTEON and TAISHO shall
agree to continue further negotiation in good faith for the terms of the
license on ALT-711 based on "Basic Terms and Conditions of ALT-711 License
Agreement Between Alteon and Taisho" attached hereto. Provided, however,
TAISHO has no obligation including without limitation to exercise the
Option, to enter into another agreement with ALTEON or to make any further
payment to ALTEON other than stipulated in the Agreement. ALTEON will make
best efforts to determine whether and when a candidate of licensee of
ALT-711 in the United States and/or Europe will participate in the
development of ALT-711 by November 1, 1999.
b. ALTEON grants TAISHO the right to continue evaluation on ALT-711 pursuant
to the terms of the Materials Use Agreement by and between ALTEON and
TAISHO dated February 23, 1999 (hereinafter referred to as "Prior
Agreement").
2. OPTION FEE
TAISHO shall pay ALTEON a non-refundable fee for the Option according to
the following schedule:
- Within fifteen business days from the execution of the Agreement: U.S.
$300,000.00.
- Not later than October 1, 1999: U.S. $300,000.00.
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3. OPTION PERIOD
The period to exercise the Option shall expire on December 31, 1999, unless
otherwise agreed in writing between ALTEON and TAISHO. The term of the
Agreement is the period the Option is effective. Exercise of the Option
shall be effected by the parties entering into a definitive license
agreement. Neither party will have any further obligation to the other
party under the Agreement if the parties have not entered into such a
definitive agreement by December 31, 1999.
4. PRIOR AGREEMENT
The term of the Prior Agreement shall be extended to termination of the
Agreement. The other provisions of the Prior Agreement shall remain
effective and unchanged.
5. DISCLOSURE
ALTEON and TAISHO shall not disclose the terms of the Agreement to third
parties who are not under an obligation of confidentiality, except as
required by law, without the prior written consent of the other party.
6. OTHER
The Agreement inclusive of the Attachment hereto and the Prior Agreement
constitute the entire agreement between ALTEON and TAISHO as to the matters
set forth herein. Any dispute arising under the Agreement shall be subject
to resolution by binding arbitration in accordance with the Commercial
Arbitration Rules of the International Chamber of Commerce. The arbitration
may be initiated by either party and shall be conducted in New Jersey, if
initiated by TAISHO, or in Tokyo, if initiated by ALTEON. Withholding taxes
to be imposed by the government of Japan on payments described herein shall
be deducted therefrom by TAISHO subject to the Convention between U.S. and
Japan to Avoid Double Taxation.
The parties hereby executed the Agreement by their respective Officers duly
authorized, the day and year hereinabove written.
ALTEON INC. TAISHO PHARMACEUTICAL CO., LTD.
/s/ Xxxxxxx X. Xxxx /s/ Xxxxx Xxxxxx
------------------------------- -----------------------------------
By: By:
Xxxxxxx X. Xxxx Xxxxx Xxxxxx
------------------------------- -----------------------------------
Printed Name Printed Name
President and CEO President
------------------------------- -----------------------------------
Title Title
August 26, 1999 August 27, 1999
------------------------------- -----------------------------------
Date Date
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[ATTACHMENT]
BASIC TERMS AND CONDITIONS OF ALT-711 LICENSE AGREEMENT
BETWEEN ALTEON AND TAISHO
MILESTONE PAYMENT
Milestone
[CONFIDENTIAL TREATMENT REQUESTED]
ROYALTY ON INCREMENTAL ANNUAL NET SALES
[CONFIDENTIAL TREATMENT REQUESTED]
TERRITORY AND LICENSE
Alteon grants to Taisho an exclusive license with sublicense right
under patent and know how owned by Alteon to research, develop, use and
sell ALT-711 for all dosage forms except for ophthalmic dosage forms in
Japan, South Korea, China and Taiwan ("Licensed Territory").
The issue of manufacturing of ALT-711 will be discussed between the
parties.
For the purpose of obtaining NDA in the Licensed Territory, Taisho has
a right to conduct research and development on ALT-711 outside the
Licensed Territory, alone or in collaboration with Alteon and/or
Alteon's licensees in U.S. and Europe ("Other Licensees") after
discussion with Alteon and/or Other Licensees.
RESEARCH AND DEVELOPMENT
Alteon, Taisho and Other Licensees will discuss and agree to the most
efficient development plan for ALT-711 and the funding thereof,
considering mutual use of the data and information on ALT-711 obtained
from respective research and development. As a general principal, all
data and information regarding ALT-711 will be shared on a worldwide
basis.
A joint "Steering Committee" will be established by Taisho and Alteon
to oversee and coordinate the development of ALT-711.
[CONFIDENTIAL TREATMENT REQUESTED]
ADDITIONAL ISSUES
Taisho shall hold a right to use an independent trademark for ALT-711
in the Licensed Territory.
