ASSET PURCHASE AGREEMENT
Exhibit 2.1
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of January 31, 2018 (the “Effective Date”), by and between Roivant Sciences GmbH (“Buyer”), and PhaseRx, Inc., a Delaware corporation (“Seller,” “PhaseRx,” or “Debtor”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without separate parenthetical definition have the meanings ascribed to them in Section 8.13 below.
BACKGROUND INFORMATION
WHEREAS, as of the Petition Date (as defined below), Seller is a biopharmaceutical company dedicated to developing mRNA products for the treatment of children with inherited enzyme deficiencies in the liver using intracellular enzyme replacement therapy (i-ERT);
WHEREAS, on December 11, 2017, Seller filed for protection under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) (In re: PhaseRx, Inc., Case No. 17-12890 (CSS)) (the “Bankruptcy Case”);
WHEREAS, on December 11, 2017, the Debtor filed its Motion of the Debtor for Entry of (I) An Order (A) Approving Bidding Procedures in Connection with the Sale of Substantially All of the Debtors Assets, (B) Approving the Form and Manner of Notice Thereof, (C) Scheduling an Auction and Sale Hearing, (D) Approving Procedures for the Assumption and Assignment of Contracts, and (E) Granting Related Relief; and (II) An Order (A) Approving the Asset Purchase Agreement Between the Debtor and the Successful Bidder, (C) Authorizing the Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (C) Authorizing the Assumption and Assignment of Contracts, and (D) Granting Related Relief [Docket No. 12] (the “Bid Procedures Motion”);
WHEREAS, on December 12, 2017, the Court entered an order approving shortened notice for the Bid Procedures Motion and scheduled a hearing for December 27, 2017;
WHEREAS, on December 27, 2018, the Court approved the relief requested in the Bid Procedures Motion [Docket No. 60] (the “Bid Procedures Order”), Buyer desires to purchase the Acquired Assets (as defined below) from Seller, and Seller desires to sell, convey, assign and transfer to Buyer, the Acquired Assets, all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with sections 105, 363, and 365 of the Bankruptcy Code and other applicable provisions thereof;
WHEREAS, the Acquired Assets are assets of Seller that are to be purchased by Buyer pursuant to an order of the Court approving such sale pursuant to Sections 105, 363, and 365 of the Bankruptcy Code (the “Sale Order”), all in the manner and subject to the terms and conditions set forth in this Agreement and the Sale Order and in accordance with other applicable provisions of the Bankruptcy Code; and
WHEREAS, the execution and delivery of this Agreement and each Party’s ability to consummate the transactions set forth in this Agreement are subject, among other things, to the entry of the Sale Order.
NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Article
1
Purchase and Sale of ACQUIRED Assets; Closing
1.1 Sale and Purchase of Acquired Assets. Upon the terms and subject to the conditions contained herein, at the Closing (as defined below), Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, accept and acquire from Seller, good and marketable title, free and clear of all Liens, claims, encumbrances, and interests (collectively, “Interests”) of Seller, other than Assumed Liabilities (as defined below), all of the assets, properties, intellectual property rights, licenses, contractual rights, goodwill, going concern value, rights and claims owned, controlled, leased or licensed by or to Seller, including without limitation, those set forth on Schedule 1.1 hereto, and further including, without limitation, all of Seller’s rights, title and interests under (including its rights to enforce) any confidentiality, non-disclosure, non-solicitation, assignment of inventions or assignment of developments contracts to which the Seller is a party that are not executory contracts (collectively, the “Acquired Assets”).
1.2 Excluded Assets. The Acquired Assets shall not include (i) Buyer’s cash and cash equivalents, (ii) any assets of the Seller other than the Acquired Assets, unless otherwise set forth herein, including all executory contracts or non-residential real property leases of Sellers that are not Assigned Contracts), and (iii) any asset identified by Buyer as a further excluded asset by written notice to Seller at any time prior to the Closing (the “Excluded Assets”).
1.3 Assumed Liabilities. Buyer is not assuming, and shall not be deemed to have assumed, any liabilities, absolute, contingent or otherwise, of Seller with respect to the Acquired Assets or otherwise arising prior to Closing except the amounts due and owing to each non-debtor counterparty to such assigned contracts expressly included in the Acquired Assets as set forth on Schedule 1.3 hereto (“Assigned Contracts”) to cure any defaults required to be cured as a condition of assumption of such Assigned Contracts pursuant to Section 365(b)(1) of the Bankruptcy Code, up to an aggregate amount not to exceed $100,000 (the “Assumed Liabilities”).
1.4 Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement, Seller shall retain and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility or liability for, any of Seller’s liabilities, whether or not related to the Acquired Assets, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, and whether or not accrued, not specifically identified as Assumed Liabilities pursuant to Section 1.3 hereof (collectively, the “Excluded Liabilities”).
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1.5 Closing. Subject to the satisfaction or waiver by the appropriate Party of all of the conditions precedent to Closing specified in Article 5, the consummation of the transactions contemplated by and described in this Agreement (the “Closing”) shall take place remotely on February 2, 2018, or on such other date or at such other location as the Parties may mutually designate in writing (the date of consummation is referred to herein as the “Closing Date”). The transactions contemplated herein shall be effective as of 11:59:59 p.m. (EST) on the Closing Date.
Article
2
Consideration For Transfer
2.1 Purchase Price. The purchase price to be paid to Seller for the Acquired Assets will be $800,000 (the “Cash Purchase Price”), together with that certain promissory note described in Section 2.3. Seller acknowledges that, contemporaneous with Buyer’s submission of its bid letter in response to the Bid Procedures Order, Buyer delivered to Seller a good faith deposit in the amount of $50,000 (the “Deposit”).
2.2 Payment of Cash Purchase Price. At the Closing, Buyer shall pay to Seller, by delivery of immediately available funds by wire transfer to an account designated by Seller in writing to Buyer, an amount equal to the Cash Purchase Price less the Deposit.
2.3 Promissory Note.
(a) Milestone Payments/Events. At Closing, Buyer shall issue to Hercules Capital, Inc. that certain promissory note annexed hereto as Exhibit A (the “Buyer Note”). The Buyer Note shall be payable in the amounts set forth below upon the occurrence of the milestones specified below with respect to PRX-OTC (the “Milestone Events”):
| Milestone Event | Milestone Payment |
| IND Acceptance or its equivalent in a non-US jurisdiction | $1,500,000 |
| First occurrence that data generated in a Phase 1 Clinical Trial supports decision to continue development of PRX-OTC | $1,500,000 |
| Earlier of Initiation of the first Phase 2 Clinical Trial or Phase 2/3 Clinical Trial | $2,000,000 |
| NDA Acceptance or its equivalent in a non-US jurisdiction | $1,000,000 |
Buyer shall pay the applicable Milestone Payment under the Buyer Note in the manner described in the Buyer Note after the first occurrence of such applicable Milestone Event with respect to PRX-OTC. For clarity, each Milestone Payment is payable only once; no Milestone Payment shall be payable for subsequent or repeated achievements of such Milestone Event with one or more of the same or different products.
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(b) Product Line Sale. The Buyer may directly or indirectly consummate a Product Line Sale, provided that the applicable counterparty in such Product Line Sale (i) is a company capable of developing and/or commercializing PRX-OTC and (ii) shall expressly agree in writing to assume the obligations of the Buyer under this Section 2.3, and provided further that such Product Line Sale shall not relieve the Buyer of its primary liability for its obligations hereunder.
(c) No Diligence. Notwithstanding anything contained in this Agreement to the contrary, Buyer will have the sole right to determine whether to conduct further development or commercialization of PRX-OTC, and the obligation to make Milestone Payments in accordance with this Section 2.3 shall not require Buyer to use any sort of efforts (whether commercially reasonable or not) with respect to development or commercialization of PRX-OTC.
(d) Definitions.
(i) “FDA” means the United States Food and Drug Administration or any successor entity thereto.
(ii) “IND” means an investigation new drug application filed with the FDA for PRX-OTC.
(iii) “IND Acceptance” means the approval by the FDA of an IND.
(iv) “Initiation” means, with respect to a clinical trial, the first dosing in the first patient in such clinical trial.
(v) “NDA” means a new drug application filed with the FDA to obtain marketing approval for PRX-OTC in the United States or an equivalent filing in a non-US jurisdiction.
(vi) “NDA Acceptance” means approval by the FDA of an NDA.
(vii) “PF0112 Lipid Nanoparticle” means a lipid nanoparticle which includes the following components: 2,3-dioleoyloxy-propyl)-trimethylammonium chloride, 1,2-Distearoyl-sn-glycerol, methoxypolyethylene Glycol, cholesteryl hemisuccinate, and cholesterol.
(viii) “Phase 1 Clinical Trial” means any human clinical trial of PRX-OTC conducted mainly to evaluate the safety of chemical or biologic agents or other types of interventions that would satisfy the requirements of 21 C.F.R. § 312.21(a) or its non-United States equivalents.
(ix) “Phase 2 Clinical Trial” means any human clinical trial of PRX-OTC conducted mainly to test the effectiveness of chemical or biologic agents or other types of interventions for purposes of identifying the appropriate dose for a Phase 3 Clinical Trial for a particular indication or indications that would satisfy the requirements of 21 CFR § 312.21(b) or its non-United States equivalents. A “Phase 2/3 Clinical Trial” shall be deemed to be a Phase 2 Clinical Trial with respect to the portion of that clinical trial that is regarded as its Phase 2 component, in accordance with the applicable protocol.
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(x) “Phase 3 Clinical Trial” means any human clinical trial of PRX-OTC designed to: (a) establish that PRX-OTC is safe and efficacious for its intended use; (b) define warnings, precautions and adverse reactions that are associated with PRX-OTC in the dosage range to be prescribed; and (c) support regulatory approval of PRX-OTC, that would satisfy the requirements of 21 CFR § 312.21(c) or its non-United States equivalents. A “Phase 2/3 Clinical Trial” shall be deemed to be a Phase 3 Clinical Trial with respect to the portion of that clinical trial that is regarded as its Phase 3 component, in accordance with the applicable protocol.
(xi) “PRX-OTC” means Seller’s proprietary mRNA encoding OTC encapsulated in the PF0112 Lipid Nanoparticle (or other lipid nanoparticle) and/or is co-administered with the delivery excipient PRX847, or any other pharmaceutical product designed for treatment of OTC deficiency that is either encapsulated in the XX0000 Xxxxx Nanoparticle or is co-administered with the delivery excipient PRX847.
(xii) “PRX847” means a polymer or polymers formed into a polymer micelle that consists of three functional domains: a targeting ligand that is an N-Acetyl-Galactosamine sugar, a structural Block 1 that is to facilitate aqueous solubility and includes a PEG moiety, and a structural Block 2 that has pH-sensitive components to facilitate delivery.
(xiii) “Product Line Sale” means a sale, transfer, assignment, license or sublicense to any person or entity who is not an Affiliate of the Buyer, that includes all or substantially all of the rights in or to PRX-OTC.
Article
3
Representations and Warranties of THE PARTIES
3.1 Seller Representations and Warranties. Seller represents and warrants to Buyer as of Closing as follows:
(a) Corporate Organization. Seller is a corporation duly organized and validly existing under the laws of the jurisdiction of its organization. Subject to any necessary authority from the Court, including the Sale Order, Seller has all requisite corporate power and authority to own its properties and assets and to consummate the transactions contemplated hereby.
(b) Authorization and Validity. The execution and delivery of this Agreement and its performance of its obligations hereunder have been duly authorized by all necessary corporate action by the officers or shareholders, as applicable, of Seller, and no other action on the part of Seller is necessary to authorize such execution, delivery and performance, except for the Court’s entry of the Sale Order. This Agreement has been duly executed by Seller and, subject to the Court’s entry of the Sale Order, constitutes its valid and binding obligations, enforceable against it in accordance with its terms and the terms of the Sale Order.
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(c) Title and Ownership. Seller has good title to the Acquired Assets, free and clear of all Liens and Interests (subject to the Court’s entry of the Sale Order). No third party has claimed that the Acquired Assets infringe any third party’s rights in the Acquired Assets that are relevant to Seller’s delivery technology or mRNA programs. Subject to the entry of the Sale Order, at the Closing, Seller will have the right to transfer the Acquired Assets to Buyer free and clear of all Liens and Interests and will not execute any agreement in conflict therewith.
(d) No Conflict or Violation. The execution, delivery and performance by Seller of this Agreement does not and will not violate or conflict with any provision of the certificate of incorporation or bylaws (or equivalent documents) of Seller and does not and will not violate any provision of law, or any order applicable to Seller, nor will it result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contract to which Seller is a party or by which it is bound or to which any of its properties or assets is subject.
(e) Consents and Approvals. The execution, delivery and performance of this Agreement does not and will not require the consent or approval of, or filing with, any Governmental Body or any other Person except for entry of the Sale Order by the Court.
3.2 Buyer Representations and Warranties. Buyer represents and warrants to Seller as of Closing as follows:
(a) Corporate Organization. Buyer is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite limited liability company or corporate, as applicable, power and authority to own its properties and assets.
(b) Authorization and Validity of Agreement. Buyer has all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance of Buyer’s obligations hereunder have been duly authorized by all necessary corporate action by the board of directors (or equivalent) of Buyer, and no other corporate action on the part of Buyer is necessary to authorize such execution, delivery and performance. This Agreement has been or will be duly executed by Buyer and constitutes, or will when executed constitute, its valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Sale Order.
(c) No Conflict or Violation. The execution, delivery and performance by Buyer of this Agreement does not and will not violate or conflict with any provision of the certificate of incorporation or bylaws (or equivalent documents) of Buyer and does not and will not violate any provision of law, or any order applicable to Buyer, nor will it result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract to which Buyer is a party or by which it is bound or to which any of its properties or assets is subject. Immediately after the Closing, Buyer will be the sole owner of the Acquired Assets.
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(d) Consents and Approvals. The execution, delivery and performance of this Agreement does not and will not require the consent or approval of, or filing with, any Governmental Body or any other Person except: (i) as may be required to be obtained by Buyer after the Closing in order to own or operate any of the Acquired Assets; or (ii) for entry of the Sale Order by the Court.
(e) Sufficiency of Funds. On the Closing Date, Buyer will have sufficient funds to pay (i) the Purchase Price in accordance with Article 2 and to consummate the transactions contemplated by and described in this Agreement and (ii) all fees and expenses required to be paid by Buyer in connection therewith.
3.3 Warranties Exclusive. The Parties acknowledge that the representations and warranties contained in this Article 3 are the only representations or warranties given by the Parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and “WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed.
Article
4
COVENANTS AND OTHER TERMS
4.1 Seller’s Covenant Regarding Further Assurances. At the request of Buyer, at any time after the Closing, Seller shall execute and deliver such documents as Buyer or its counsel may reasonably request to effectuate the purposes of this Agreement.
4.2 Covenants of Buyer. Buyer shall use all commercially reasonable efforts to (a) obtain all consents and approvals of all Governmental Bodies, and all other Persons, required to be obtained by Buyer to effect the transactions contemplated by this Agreement, and (b) take, or cause to be taken, all action, and to do, or cause to be done, all things necessary or proper, consistent with applicable law, to consummate and make effective in an expeditious manner the transactions contemplated hereby.
4.3 Bankruptcy Matters. Seller and Buyer shall use commercially reasonable efforts to cooperate, assist and consult with each other to secure the entry of the Sale Order following the date hereof, and to consummate the transactions contemplated by this Agreement, including furnishing affidavits or other documents or information for filing with the Court for the purposes, among others, of providing necessary assurances of performance by Buyer under this Agreement.
4.4 Taxes Related to Purchase of Assets. All federal, state and local sales, transfer, excise, value-added or other similar Taxes, including all state and local Taxes in connection with the transfer of the Acquired Assets, and all recording and filing fees other than taxes payable by the Seller with respect to its income for such transfer (collectively, “Transaction Taxes”), that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets, and are not exempt under section 1146(a) of the Bankruptcy Code, shall be paid by Buyer and any obligation related thereto will be the sole responsibility of the Buyer. Buyer and Seller agree to cooperate to determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement. Seller agrees to assist Buyer reasonably in the preparation and filing of any and all required returns for or with respect to such Transaction Taxes with any and all appropriate taxing authorities.
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4.5 Tax Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in accordance with the IRS Form 8594, Asset Acquisition Statement Under Section 1060 as agreed by Seller and Buyer and their respective accountants in good faith consistent in all respects with applicable laws. Seller and Buyer shall file their respective Tax Returns in accordance with such allocation and shall not take any position inconsistent with such allocation, unless Seller or Buyer, as the case may be, reasonably determines (and notifies the other Party) that such allocation is contrary to applicable law.
4.6 Reservation of Certain Rights. Buyer reserves the right from and after Closing or, if this Agreement is terminated prior to Closing, from and after such termination date, (a) to solicit for employment and to employ any employees of Seller or its affiliates, and (b) to engage, negotiate with, or enter into contractual or other relationships with any vendors or suppliers of Seller. In addition, Seller acknowledges and agrees that Buyer shall not be obligated to pay, and Seller hereby waives and forever discharges Buyer from any obligation to pay, to Seller or any other Person any break-up fee, severance payment, or other similar fee or cost reimbursement.
4.7 Name Change. Within ten (10) days after the Closing, Seller shall change its name to a name reasonably acceptable to Buyer such that it does not infringe upon, or create any confusion as to, the Acquired Assets.
Article
5
Conditions to the Obligations of the PARTIES
5.1 Conditions Precedent to Performance by Seller. The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the condition contained in Section 5.1(c)) may be waived by Seller in its sole discretion:
(a) Representations and Warranties of Buyer. All representations and warranties made by Buyer in Section 3.2 shall be accurate in all respects as of the Closing.
(b) Performance of the Obligations of Buyer. Buyer shall have performed in all respects all obligations required under this Agreement to be performed by it at or before the Closing.
(c) Consents and Approvals. The Court shall have entered the Sale Order, in form and substance satisfactory to Buyer, and no order staying, reversing, modifying or amending the Sale Order shall be in effect as of the Closing.
(d) No Violation of Orders. No preliminary or permanent injunction or other order that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby shall be in effect.
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5.2 Conditions Precedent to Performance by Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which (other than the condition contained in Section 5.2(c)) may be waived by Buyer in its sole discretion:
(a) Representations and Warranties of Seller. All representations and warranties made by Seller in Section 3.1 shall be accurate in all respects as of the Closing.
(b) Performance of the Obligations of Seller. Seller shall have performed in all respects all obligations required under this Agreement to be performed by it at or before the Closing.
(c) Consents and Approvals. The Court shall have entered the Sale Order, in form and substance satisfactory to Buyer, including, without limitation, a finding that Buyer is a good faith purchaser within the meaning of Section 363(m) of the Bankruptcy Code, and no order staying, reversing, modifying or amending the Sale Order shall be in effect as of the Closing.
(d) No Violation of Orders. No preliminary or permanent injunction or other order that declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby shall be in effect.
Article
6
Documents to be Delivered at Closing
6.1 Seller’s Deliveries. At the Closing, the sale, transfer, assignment and delivery by Seller of the Acquired Assets to Buyer shall be effected on the Closing Date by bills of sale, endorsements, assignments and other instruments of transfer and conveyance (including with respect to any assignment of the Intellectual Property), and shall otherwise be consistent with the terms of this Agreement reasonably satisfactory in form and substance to Buyer. In addition, Seller shall have executed and delivered to Buyer the certificate contemplated in Sections 5.1(a) and 5.1(b).
6.2 Buyer’s Deliveries. At the Closing, Buyer shall pay to Seller the Cash Purchase Price less the Deposit and deliver the Buyer Note. In addition, Buyer shall have executed and delivered to Seller the certificate contemplated in Sections 5.2(a) and 5.2(b).
Article
7
TErmination
7.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:
(a) by either Seller or Buyer if the Closing shall not have occurred by February 2, 2018; provided, however, that such date may be extended by Seller and Buyer upon mutual agreement; provided, further, however, that the right to terminate this Agreement pursuant to this sub-section is not available to any Party that is in breach of any provision of this Agreement that causes the failure of the transactions contemplated by this Agreement to be consummated;
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(b) by either Seller or Buyer upon the entry of an order of the Court authorizing the sale of the Acquired Assets to a competing bidder pursuant to the Auction (as defined in the Bid Procedures Order) (a “Competing Transaction”);
(c) by Seller if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Section 5.1, which breach cannot be or has not been cured within five (5) business days after the giving of written notice by Seller to Buyer specifying such breach;
(d) by Buyer if Seller shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Section 5.2, which breach cannot be or has not been cured within five (5) business days after the giving of written notice by Buyer to Seller specifying such breach; or
(e) by the mutual written consent of Seller and Buyer.
7.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of either party; provided, however, that in the event this Agreement is terminated pursuant to Section 7.1(c) and Seller is not then in breach of Seller’s obligations hereunder, then in addition to whatever other rights Seller may have against Buyer, Seller shall be entitled to retain the Deposit and all interest thereon as liquidated damages.
Article
8
Miscellaneous
8.1 Successors and Assigns. Buyer may designate an affiliated designee or assignee in place and stead of Buyer, and if so, such entity shall become the “Buyer” hereunder for all purposes. Except as otherwise provided in this Agreement, no Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Parties.
8.2 Governing. Law; Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such State are superseded by the Bankruptcy Code. For so long as Seller is subject to the jurisdiction of the Court, the Parties irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of, the Court. After Seller is no longer subject to the jurisdiction of the Court, the parties hereto irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, any state or federal court located in New Castle County, Delaware.
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8.3 Expenses. Except as otherwise provided herein, each of the Parties shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including any legal and accounting fees, whether or not the transactions contemplated hereby are consummated. Buyer shall pay any fees, costs, and expenses associated with recording an assignment of any of the Acquired Assets.
8.4 Severability. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended.
8.5 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of service, if served personally on the party to whom notice is to be given; (ii) on the day of transmission, if sent via electronic transmission to the electronic mail address given below, and reasonable evidence of confirmation of delivery is provided after completion of transmission; (iii) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service; or (iv) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows:
| If to Seller: | PhaseRx, Inc. | |
| 410 Xxxx Xxxxxxxx Xxxxxx | ||
| Xxxxxxx, XX 00000 | ||
| Attention: Xx. Xxxxxx X. Xxxxxxx, Ph.D., President and Chief Executive Officer | ||
| Email: Xxxxxx@xxxxxxx.xxx | ||
| With a copy to: | Xxxxxxxxxx PC | |
| 220 Xxxxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxxxxxx, Xxxxxxxx | ||
| Attention: Xxxxxxxxxxx X. Xxxx and Xxxxxx X. Xxxxxx | ||
| Email: xxxxx@xxxxxxxxxx.xxx and xxxxxxx@xxxxxxxxxx.xxx | ||
| If to Buyer: | Roivant Sciences GMbH | |
| Vixxxxxxxxxxx 0 | ||
| 0000 Xxxxx | ||
| Xxxxxxxxxxx | ||
| With a copy to: | Xxxxxx LLP | |
| 3100 Xxxxxxx Xxxxxx | ||
| Xxxx Xxxx, Xxxxxxxxxx 00000-0000 | ||
| Attention: Xxxxx Xxxxxxx | ||
| Email: xxxxxxxxx@xxxxxx.xxx |
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(a) Any Party may change its address for the purpose of this Section 8.5 by giving the other Party written notice of its new address in the manner set forth above.
8.6 Amendments: Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Party, or in the case of a waiver, by the Party waiving compliance. Any waiver by any Party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be or construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement.
8.7 Public Announcements. No Party may make any press release or public announcement concerning the transactions contemplated by this Agreement without the prior written approval of the other Party, unless a press release or public announcement is required by law or order of the Court. If any such announcement or other disclosure is required by law or order of the Court, the disclosing Party agrees to give the nondisclosing Party prior notice of, and an opportunity to comment on, the proposed disclosure. The Parties acknowledge that Seller shall file this Agreement with the Court in connection with obtaining the Sale Order.
8.8 Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. All schedules hereto and any documents and instruments delivered pursuant to any provision hereof are expressly made a part of this Agreement as fully as though completely set forth herein. Upon Court approval of this Agreement, the terms hereof shall have the force of the Sale Order and shall be enforced as if each provision hereof were so ordered; Seller shall use its best efforts to include such term in the Sale Order.
8.9 Parties in Interest. Nothing in this Agreement is intended to or shall confer any rights or remedies under or by reason of this Agreement on any Persons other than Seller and Buyer and their respective successors and permitted assigns. Nothing in this Agreement is intended to or shall relieve or discharge the obligations or liability of any third Persons to Seller or Buyer. This Agreement is not intended to nor shall it give any third Persons any right of subrogation or action over or against Seller or Buyer.
8.10 Headings, Interpretation, Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against Buyer or Seller, whether under any rule of construction or otherwise. No Party shall be considered the drafter. On the contrary, this Agreement has been reviewed, negotiated and accepted by all Parties and their attorneys and shall be construed and interpreted according to the ordinary meaning of the words so as fairly to accomplish the purposes and intentions of all the Parties. The section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. All references in this Agreement to “Section” or “Article” shall be deemed to be references to a Section or Article of this Agreement unless the context clearly provides otherwise. All references to “herein” or “hereof” or “hereunder” and similar phrases shall be broadly construed to refer to the entire Agreement and not merely to the specific clause, section, or article.
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8.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Agreement by facsimile or ..pdf shall have the same force and effect as delivery of an original executed counterpart of this Agreement.
8.12 Further Assurances. From and after the Closing, each Party shall take such actions and execute such other documents and instruments of conveyance and transfer as may be reasonably requested by the other party from time to time to fully effectuate the transfer of the Acquired Assets to Buyer in accordance with the terms of this Agreement.
8.13 Definitions. As used in this Agreement, the following terms have the following meanings:
(a) “Governmental Body” means any (i) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.
(b) “IRC” means the Internal Revenue Code of 1986, as amended, or any successor law, and regulations issued by the IRS in accordance with the Internal Revenue Code or any successor law.
(c) “Lien” means any mortgage, lien, pledge, claim, charge, security interest or encumbrance or any kind, including the interest of a vendor or lessor under any conditional sale agreement, capital lease obligation or other title retention agreement, or any agreement to create or grant any of the foregoing or prohibiting Seller from granting Liens on their respective assets.
(d) “Person” means any individual, corporation, partnership, limited liability company, trust, joint venture, unincorporated association or other enterprise or any Governmental Body.
(e) “Tax Return” means any report, return, information return, filing or other information, including any schedules, exhibits or attachments thereto, and any amendments to any of the foregoing required to be filed or maintained in connection with the calculation, determination, assessment or collection of any Taxes (including estimated Taxes).
| 13 |
(f) “Taxes” shall mean any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under any requirement of law.
[SIGNATURE PAGE FOLLOWS]
| 14 |
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date.
| BUYER: | ||
| Roivant Sciences GmbH | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Head of Global Transaction | |
| SELLER: | ||
| PhaseRx, Inc. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | President & CEO | |
SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT
Schedule 1.1
| · | All patent rights owned or controlled by Seller, including without limitation, those listed on Schedule 1.1(a) |
| · | All inventory, reagents and materials |
| · | Facilities/lease for the annex located at 410 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx XX 00000. |
| · | Furniture and fixtures |
| · | Office equipment |
| · | Computer software |
| · | Computer equipment |
| · | Lab equipment (assets with and without book value) |
| · | All patents, patent applications, and trademarks |
| · | All data related to nonclinical assets (e.g. study reports, raw data, regulatory interactions) |
| · | All filings, correspondences and documents with any Governmental Body |
| · | All rights under Non-disclosure, confidentiality or similar agreements |
SCHEDULE 1.1 TO ASSET PURCHASE AGREEMENT
|
Schedule 1.1(a) - Patents and Patent Applications | ||||||||
| Docket | Country | Application Title | Application S/N | Filing Date | Application Type/ Priority Document(s) | Publication No./ Publication Date | Patent No./ Issue Date | Status |
| PhaseRx - 1100.PRV1 UW - 2219-2744-2705PT COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
60/070,411 | 1/5/1998 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 1100.US1 UW - 2219-2744-2705PT COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
09/226,044 | 1/5/1999 | Non-provisional Priority to 60/070,411 |
US 2001/0007666 A1 July 12, 2001 |
6,835,393 Dec. 28, 2004 |
Issued |
| PhaseRx -1100.USC1 UW - 2219-2744P.1USCON1 COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
10/857,626 | 5/28/2004 | Continuation of 09/226,044 Priority to 60/070,411 |
US 2005/0136102 A1 June 23, 2005 |
7,374,778 May 20,2008 |
Issued |
| PhaseRx -1100.USC2 UW -41887.09US4 COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
12/105,983 | 5/18/2008 | Continuation of 10/857,626 which is a continuation of 09/226,044 Priority to 60/070,411 |
US 2008/0199957 A1 Aug. 21, 2008 |
8,003,129 August 23, 2011 |
Issued |
| PhaseRx -1100.USC3 UW - 41887.18US4 COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
13/182,756 | 7/14/2011 | Continuation of 12/105,983 which is Continuation of 10/857,626 which is a continuation of 09/226,044 Priority to 60/070,411 |
US 2011/0288238 Nov. 24, 2011 |
8,846,106 September 30, 2014 |
Issued |
| PhaseRx -1100.USC4 UW - 41887.19US4 COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
14/175,891 | 2/7/2014 | Continuation of 13/182,756 09/226,044 Priority to 60/070,411 |
US 2014/0219950 August 7, 2014 |
Abandoned | |
| PhaseRx -1100.PCT1 UW -2219-2744-2885PT COJK - UWOTL -1-0021197 |
PCT | Enhanced Transport Using Membrane Disruptive Agents |
PCT/US99/000122 | 1/5/1999 | PCT Priority to 60/070,411 |
WO 99/034831/ July 15, 1999 | Nationalized | |
| PhaseRx -1100.AU1 UW -41887.06AU2 COJK -UWOTL -1-0021198 |
AU | Enhanced Transport Using Membrane Disruptive Agents |
1999/20261A | 1/5/1999 | National Phase of PCT/US99/00122 |
AU758368B2 Mar 20, 2003 |
AU758368B2 July 10, 2003 |
Issued |
| PhaseRx -1100.CA1 UW - 2219-2744-3532PT COJK - UWOTL -1-0021199 |
CA | Enhanced Transport Using Membrane Disruptive Agents |
2317549A | 1/5/1999 | National Phase of PCT/US99/00122 |
CA2317549A1 Jul 15, 1999 |
CA2317549A1 April 11, 2006 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -1100.EP1 UW - 41887.04EP2 COJK - UWOTL -1-0021095 |
EP | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | National Phase of PCT/US99/00122 |
EP1044021 A1 Oct 18, 2000 |
EP1044021B1 Sep 23, 2009 |
Issued Validated |
| PhaseRx -1100.EPD1 UW - 41887.10EP3 COJK - UWOTL -1-0033587 |
EP | Enhanced Transport Using Membrane Disruptive Agents |
9075353.4 | 1/5/1999 | Divisional of EP 1999/900750A |
EP2138191 A1 Dec 30, 2009 |
Abandoned | |
| PhaseRx -1100.FR1 UW - 2219-2744-3531FR COJK - UWOTL -1-0033589 |
FR | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.DE1 UW - 2219-2744-3531DE COJK - UWOTL -1-0033590 |
DE | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.IE1 UW - 2219-2744-3531IE COJK - UWOTL -1-0033591 |
IE | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.IT1 UW - 2219-2744-3531IT COJK - UWOTL -1-0033591 |
IT | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.ES1 UW - 2219-2744-3531ES COJK - UWOTL -1-0033593 |
ES | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.CH1 UW - 2219-2744-3531CH COJK - UWOTL -1-0033594 |
CH | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued | |
| PhaseRx -1100.GB1 UW - 2219-2744-3531GB COJK - UWOTL -1-0033595 |
GB | Enhanced Transport Using Membrane Disruptive Agents |
99900750.3 | 1/5/1999 | Validation of EP EP 1999/900750A |
EP1044021B1 Sep 23, 2009 Jan 5, 2019 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -1200.PRV1 UW - 2219-3241-3319PT COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
60/174,893 | 1/7/2000 | Claimed as Priority Document | |||
| PhaseRx -1200.US1 UW - 42378.04US3 COJK - UWXXX-0-0000000 |
XXX | Xnhanced Transport Using Membrane Disruptive Agents |
09/755,701 | 1/5/2001 | Priority to 60/174,893 | US 2010/0160216 June 24, 2010 |
7,737,108 B1 June 15, 2010 |
Issued |
| PhaseRx -1200.USD1 UW -2219-3241-3652PTDIV1 COJK - UWOTL-1-0034681 |
USA | Enhanced Transport Using Membrane Disruptive Agents |
12/771,850 | 4/30/2010 | Divisional of 09/755,701 Priority to 60/174,893 |
US 2010/0210504 August 19, 2010 |
8,318,816 November 27, 2012 |
Issued |
| PhaseRx -1300.PRV1 UW - 7279P.1PRO COJK - |
USA | Temperature- and pH- Responsive Polymer Compositions |
60/782,789 | 3/16/2006 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1300.US1 UW - 7279P.1US COJK - UWXXX-0-0000000 |
XXX | Xemperature- and pH- Responsive Polymer Compositions |
11/687,522 | 3/16/2007 | Non-provisional Priority to 60/782,789 filed March 16, 2006 | US 2007/0224241 Sept. 27. 2007 |
7,718,193 May 18, 2010 |
Issued |
| PhaseRx -1300.PCT1 UW - 7279P.1PCT COJK - not filed by COJK |
PCT | Temperature- and pH- Responsive Polymer Compositions |
PCT/US2007/064238 | 3/16/2007 | Priority to 60/782,789 filed March 16, 2006 | WO/2007/109584 Sept. 27 2007 |
Lapsed | |
| PhaseRx -1400.PRV1 UW - 7568P.1PRO COJK - UWXXX-0-0000000 |
XXX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 61/052,908 | 5/13/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1400.PRV2 UW - 7568P.1PRO2 COJK - UWXXX-0-0000000 |
XXX | Xndosomolytic Diblock Copolymer for siRNA Delivery |
61/052,914 | 5/13/2008 | Provisional | Claimed as Priority Doxxxxxx | ||
| XxxxxXx -0000.XXX0 XX - 0000X.0XXX0 XXXX -UWOTL-1-0031813 |
USA | Diblock Copolymer Micelles and Polynucleotide Complexes Thereof for Delivery Into CellsS | 61/091,294 | 8/22/2008 | Provisional | Claimed as Priority Document |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -1600.PRV1 UW - 8168P.1PRO1 COJK - UWXXX-0-0000000 |
XXX | Xicellic Assemblies | 61/112,048 | 11/6/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1600.PRV2 UW - 8168P.1PRO4 COJK - UWXXX-0-0000000 |
XXX | Xicellic Assemblies | 61/140,774 | 12/24/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1600.PRV3 UW - 8168P.1PRO5 COJK - UWXXX-0-0000000 |
XXX | Xicellic Assemblies | 61/171,369 | 4/21/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1700.PRV1 UW - 8168P.1PRO2 COJK - UWXXX-0-0000000 |
XXX | Xolymeric Carrier | 61/112,054 | 11/6/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1700.PRV2 UW - 8168P.1PRO3 COJK - UWXXX-0-0000000 |
XXX | Xolymeric Carrier | 61/140,779 | 12/24/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1700.PRV3 UW - 8168P.1PRO6 COJK - UWXXX-0-0000000 |
XXX | Xolymeric Carrier | 61/171,358 | 4/21/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1800.PRV1 UW - 8026P.1PRO3 COJK - UWXXX-0-0000000 |
XXX | Xargeted Polymer Bioconjugates |
61/120,769 | 12/8/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1800.PRV2 UW - 8026P.1PRO4 COJK - UWXXX-0-0000000 |
XXX | Xargeted Polymer Bioconjugates |
61/171,365 | 4/21/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -1900.PRV1 UW - 7568P.1PRO4 COJK - UWXXX-0-0000000 |
XXX | Xiblock Copolymer Micelles and Polynucleotide Complexes Thereof for Delivery Into Cells | 61/171,377 | 4/21/2009 | Provisional | Claimed as Priority Document |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2000.PRV1 UW - 7934P.1PRO2 COJK - UWOTL-1-0033193 |
USA | Bispecific Intracellular Delivery Vehicles |
61/171,381 | 4/21/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -2100.PCT1 UW - 43939.05WO2 COJK - UWOTL-1-0033268 |
PCT | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | PCT/US2009/043847 | 5/13/2009 | PCT 61/052,908 filed 5/13/08 61/052,914 filed 5/13/08 61/091,294 filed 8/22/08 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/120,769 filed 12/12/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,377 filed 4/21/09 |
WO/2009/140427 Nov. 19, 2009 |
Nationalized | |
| PhaseRx -2100.US1 UW - 43939.06US2 COJK - UWXXX-0-0000000 |
XXX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 12/992,517 | 11/12/2010 | National Phase of PCT/US2009/043847 |
US 2011/0143434 June 16, 2011 |
9,476,063 October 25, 2016 |
Issued |
| PhaseRx -2100.USC1 UW - 43939.31US4 COJK - UWXXX-0-00000 |
XXX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 15/264,392 | 9/13/2016 | Continuation of 12/992,517 |
9,867,885 January 9, 2018 |
Issue Fee Paid | |
| PhaseRx -2100.USD1 UW - 43939.34US3 COJK - UWXXX-0-00000 |
XXX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 15/828,078 | 11/30/2017 | Division of 15/264,392 |
Pending | ||
| PhaseRx -2100.EP1 UW - 43939.11EP2 COJK - UWOTL-1-35781 |
EP | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | National Phase of PCT/US2009/043847 |
EP 2281011 A4 February 9, 2011 |
EP 2281011 02/27/2013 |
Issued |
| PhaseRx -2100.EPD1 UW - 43939.19EP3 COJK - UWOTL-1-40604 |
EP | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 13156237.3 | 2/21/2013 | Divisional Application of EP 09747510.7 |
EP2620161 July 31, 2013 |
Abandoned |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2100.AU1 UW - 43939.07AU2 COJK - UWOTL-1-0035777 |
AU | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2009246327 | 5/13/2009 | National Phase of PCT/US2009/043847 |
Patent No. 2009246327 12/24/2013 |
Issued | |
| PhaseRx -2100.AUD1 UW - 43939.27AU3 COJK - UWOTL-1-41047 |
AU | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2013204733 | 4/12/2013 | Divisional of 2009246327 | Patent No. 2013204733 9/29/2016 |
Issued | |
| PhaseRx -2100.BR1 UW - 43939.08BR2 COJK - UWOTL-1-35778 |
BR | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | PI0912159-5 | 5/13/2009 | National Phase of PCT/US2009/043847 |
Pending | ||
| PhaseRx -2100.CA1 UW - 43939.09CA2 COJK - UWXXX-0-0000000 |
XX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2,724,105 | 5/13/2009 | National Phase of PCT/US2009/043847 |
CA2724105 9/5/2017 |
Issued | |
| PhaseRx -2100.CAD1 UW - COJK - UWOTL-1-0058773 |
CA | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2,972,694 | 5/13/2009 | Divisional of CA Application No. 2,724,105 |
Pending | ||
| PhaseRx -2100.CN1 UW - 43939.10CN2 COJK - UWOTL-1-35780 |
CN | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 200980122888 | 5/13/2009 | National Phase of PCT/US2009/043847 |
Patent No. ZL200980122888.3 7/10/2013 |
Issued | |
| PhaseRx -2100.CND1 UW - 43939.29CN3 COJK - UWOTL-1-40867 |
CN | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 201310232498.x | 5/13/2009 | Divisional of CN Application No. 200980122888.3. |
Patent
No. ZL201310232498.X 11/23/2016 |
Issued | |
| PhaseRx -2100.IL1 UW - 43939.12IL2 COJK - UWOTL-1-0035782 |
IL | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 209238 | 5/13/2009 | National Phase of PCT/US2009/043847 |
Patent No. 209238 7/1/2014 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2100.IN1 UW - 43939.13IN2 COJK - UWOTL-1-35788 |
IN | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 8578/DELNP/2010 | 5/13/2009 | National Phase of PCT/US2009/043847 |
Pending | ||
| PhaseRx -2100.JP1 UW - 43939.14JP2 COJK - UWOTL-1-0035783 |
JP | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2011-509670 | 5/13/2009 | National Phase of PCT/US2009/043847 |
5911723 04/08/2016 5/13/2029 |
Issued | |
| PhaseRx -2100.JPD1 UW - 43939.30JP3 COJK - UWOTL-1-0054692 |
JP | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2015-200236 | 5/13/2009 | Divisional of JP Application No. 2011-509670 |
2016-053169 April 14, 2016 |
6239565 11/10/2017 5/13/2029 |
Issued |
| PhaseRx -2100.KR1 UW - 43939.15KR2 COJK - UWOTL-1-0035784 |
KR | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 00-0000-0000000 | 5/13/2009 | National Phase of PCT/US2009/043847 |
00-0000000 09/26/2016 05/13/2029 |
Issued | |
| PhaseRx -2100.MX1 UW - 43939.16MX2 COJK - UWOTL-1-35785 |
MX | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2010/012238 | 5/13/2009 | National Phase of PCT/US2009/043847 |
316902 01/07/2014 |
Issued | |
| PhaseRx -2100.SG1 UW - 43939.17SG2 COJK - UWOTL-1-0035786 |
SG | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 201008331-9 | 5/13/2009 | National Phase of PCT/US2009/043847 |
166444 07/15/2013 |
Issued | |
| PhaseRx -2100.ZA1 UW - 43939.18ZA2 COJK - UWXXX-0-00000 |
XX | Xiblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 2010/08729 | 5/13/2009 | National Phase of PCT/US2009/043847 |
2010/08729 05/28/2014 |
Issued | |
| PhaseRx -2100.FR1 UW - 43939.23FR2 COJK - UWOTL-1-0040605 |
FR | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2100.DE1 UW - 43939.21DE2 COJK - UWOTL-1-0040606 |
DE | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2100.IE1 UW - 43939.25IE2 COJK - UWOTL-1-0040607 |
IE | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2100.IT1 UW - 43939.26IT2 COJK - UWOTL-1-0040608 |
IT | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2100.ES1 UW - 43939.22ES2 COJK - UWOTL-1-0040609 |
ES | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2100.CH1 UW - 43939.20CH2 COJK - UWOTL-1-0040610 |
CH | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2100.GB1 UW - 43939.24GB2 COJK - UWOTL-1-0040611 |
GB | Diblock Copolymers and Polynucleotide Complexes Thereof for Delivery Into Cells | 9747510.7 | 5/13/2009 | Validation of EP EP2281011 |
EP 2281011 02/27/2013 |
Issued | |
| PhaseRx -2200.PCT1 UW - 8026P.1PCT COJK - UWOTL-1-0033269 |
PCT | Targeted Polymer Bioconjugates |
PCT/US09/43839 | 5/13/2009 | PCT 61/052,908 filed 5/13/08 61/052,914 filed 5/13/08 61/091,294 filed 8/22/08 61/112,054 filed 11/06/08 61/112,048 filed 11/6/08 61/120,769 filed 12/8/08 61/140,774 filed 12/24/08 61/140,779 filed 12/24/08 61/171,365 filed 4/21/09 |
WO/2009/140423 Nov. 19, 2009 |
Nationalized |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2200.US1 UW - 44508.07US2 COJK - UWXXX-0-0000000 |
XXX | Xargeted Polymer Bioconjugates |
12/992,545 | 2/10/2011 | National Phase of PCT/US09/43839 |
US 2011/0129921 June 2, 2011 |
Abandoned | |
| PhaseRx -2300.PCT1 UW - 44677.07WO2 COJK - UWOTL-1-0033271 |
PCT | Micellic Assemblies | PCT/US2009/043849 | 5/13/2009 | PCT 61/052,908 filed 5/13/08 61/052,914 filed 5/13/08 61/091,294 filed 8/22/08 61/112,048 filed 11/6/08 61/140,774 filed 12/24/08 61/171,369 filed 4/21/09 |
WO/2009/140429 Nov. 19, 2009 |
Nationalized | |
| PhaseRx -2300.US1 UW - 44677.12US2 COJK -UWOTL-1-0035789 |
USA | Micellic Assemblies | 12/992,525 | 11/12/2010 | National Phase of PCT/US2009/043849 |
US 2011/0123636 May 26, 2011 |
9,339,558 May 17, 2016 |
Issued |
| PhaseRx -2300.USC1 UW - 44677.66US4 COJK -UWOTL-1-55357 |
USA | Micellic Assemblies | 15/059,026 | 3/2/2016 | Continuation of 12/992,525 |
US 2016/0250338 September 1, 2016 |
9,662,403 May 30, 2017 |
Issued |
| PhaseRx -2300.USC2 UW - 44677.67US4 COJK - UWXXX-0-00000 |
XXX | Xicellic Assemblies | 15/499,683 | 4/27/2017 | Continuation of 15/059,026 |
US 2017/0239360 August 24, 2017 |
Pending | |
| PhaseRx -2300.EP1 UW - 44677.17EP2 COJK - UWOTL-1-35794 |
EP | Micellic Assemblies | 9747512.3 | 5/13/2009 | National Phase of PCT/US2009/043849 |
EP 2285853 A4 February 23, 2011 |
EP 2285853 February 27, 2013 |
Issued |
| PhaseRx -2300.FR1 UW - 00000.00XX0 XXXX - XXXXX-0-0000000 |
XX | Xicellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.DE1 UW - 44677.58DE2 COJK - UWOTL-1-0040613 |
DE | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2300.IE1 UW - 44677.62IE2 COJK - UWOTL-1-0040614 |
IE | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.IT1 UW - 44677.63IT2 COJK - UWOTL-1-0040615 |
IT | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.ES1 UW - 44677.59ES2 COJK - UWOTL-1-0040616 |
ES | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.CH1 UW - 44677.57CH2 COJK - UWOTL-1-0040617 |
CH | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.GB1 UW - 44677.61GB2 COJK - UWOTL-1-0040618 |
GB | Micellic Assemblies | 9747512.3 | 5/13/2009 | Validation of EP 2285853 |
EP 2285853 February 27, 2013 |
Issued | |
| PhaseRx -2300.AU1 UW - 44677.13AU2 COJK - UWOTL-1-0035790 |
AU | Micellic Assemblies | 2009246329 | 5/13/2009 | National Phase of PCT/US2009/043849 |
2009246329 2/20/2014 5/13/2029 |
Issued | |
| PhaseRx -2300.CA1 UW - 44677.15CA2 COJK - UWXXX-0-0000000 |
XX | Xicellic Assemblies | 2,724,014 | 5/13/2009 | National Phase of PCT/US2009/043849 |
CA2724014 9/13/2016 |
Issued | |
| PhaseRx -2300.JP1 UW - 44677.20JP2 COJK - UWOTL-1-0035797 |
JP | Micellic Assemblies | 2011-509671 | 5/13/2009 | National Phase of PCT/US2009/043849 |
5755563 6/5/2015 5/13/2029 |
Issued | |
| PhaseRx -2300.JPD1 UW - 00000.00XX0 XXXX - XXXXX-0-0000000 |
XX | Xicellic Assemblies | 2015-107802 | 5/13/2009 | Divisional Application of JP 2011-509671 |
Abandoned |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2300.KR1 UW - 44677.21KR2 COJK - UWOTL-1-0035798 |
KR | Micellic Assemblies | 00-0000-0000000 | 5/13/2009 | National Phase of PCT/US2009/043849 |
00-0000000 7/27/2017 5/13/2029 |
Issued | |
| PhaseRx -2300.MX1 UW - 44677.22MX2 COJK - UWOTL-1-35799 |
MX | Micellic Assemblies | 2010/012239 | 5/13/2009 | National Phase of PCT/US2009/043849 |
315375 11/15/2013 5/13/2029 |
Issued | |
| PhaseRx -2400.PCT1 UW - 44677.08WO2 COJK - UWOTL-1-0033272 |
PCT | Polymeric Carrier | PCT/US2009/043837 | 5/13/2009 | PCT 61/052,908 filed 5/13/08 61/052,914 filed 5/13/08 61/091,294 filed 8/22/08 61,112,054 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,377 filed 4/21/09 61/171,358 filed 4/21/09 |
WO/2009/140421 Nov. 19, 2009 |
Nationalized | |
| PhaseRx -2400.US1 UW - 44677.25US2 COJK -UWOTL-1-0035802 |
USA | Polymeric Carrier | 12/992,536 | 11/12/2010 | National Phase of PCT/US2009/043837 |
US 2011/0143435 June 16, 2011 |
9,006,193 April 14, 2015 |
Issued |
| PhaseRx - 2400.USC1 UW - 44677.64US4 COJK - UWXXX-0-00000 |
XXX | Xolymeric Carrier | 14/630,477 | 2/24/2015 | Continuation of 12/992,536 |
US 2015/0238619 August 27, 2015 |
Abandoned | |
| PhaseRx -2500.PCT1 UW - 44677.11WO2 COJK - UWOTL-1-0033275 |
PCT | Micelles for Intracellular Delivery of Therapeutic Agents |
PCT/US2009/043853 | 5/13/2009 | PCT 61/052,908 filed 5/13/08 61/052,914 filed 5/13/08 61/091,294 filed 8/22/08 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,369 filed 4/21/09 61/171,358 filed 4/21/09 |
WO/2009/140432 Nov. 19, 2009 |
Nationalized |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2500.US1 UW - 44677.11WO2 COJK - UWXXX-0-0000000 |
XXX | Xicelles for Intracellular Delivery of Therapeutic Agents |
12/992,541 | 2/8/2011 | National Phase of PCT/US2009/043853 |
US 2011/0142951 June 16, 2011 |
Abandoned | |
| PhaseRx -2600.PCT1 UW - 44677.09WO2 COJK - UWOTL-1-0033273 |
PCT | Heterogeneous Polymeric Micelles for Intracellular Delivery | PCT/US2009/043859 | 5/13/2009 | PCT 61/091,294 filed 8/22/08 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,369 filed 4/21/09 61/171,358 filed 4/21/09 |
WO/2010/021770 Feb. 25, 2010 |
Nationalized | |
| PhaseRx -2600.US1 UW - 44677.51US2 COJK - UWXXX-0-00000 |
XXX | Xeterogeneous Polymeric Micelles for Intracellular Delivery |
13/059,946 | 5/13/2009 | National Phase of PCT/US2009/043859 |
US 2012/0021514 January 26, 2012 |
9,211,250 December 15, 2015 |
Issued |
| PhaseRx -2700.PCT1 UW - 44392.03WO2 COJK - UWOTL-1-0033270 |
PCT | Bispecific Intracellular Delivery Vehicles |
PCT/US2009/043852 | 5/13/2009 | PCT 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,381 filed 4/21/09 |
WO/2010/053596 May 14, 2010 |
Nationalized | |
| PhaseRx -2700.US1 UW - 44392.07US2 COJK -UWOTL-1-0036782 |
USA | Bispecific Intracellular Delivery Vehicles |
13/127,968 | 5/13/2009 | National Phase of PCT/US2009/043852 |
US 2011/0281354 November 17, 2011 |
8,822,213 September 2, 2014 |
Issued |
| PhaseRx -2700.USC1 UW - 44392.08US4 COJK - XXXXX-0-0000000 |
XXX | Bispecific Intracellular Delivery Vehicles |
14/173,730 | 2/5/2014 | Continuation of 13/127,968 |
US 2014/0228516 August 14, 2014 |
9,220,791 December 29, 2015 |
Issued |
| PhaseRx -2700.USC2 UW - 44392.09US4 COJK - XXXXX-0-00000 |
XXX | Bispecific Intracellular Delivery Vehicles |
14/957,429 | 12/2/2015 | Continuation of 14/173,730 |
US 2016/0082121 March 24, 2016 |
Pending |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2700.CA1 UW - 44392.04CA2 COJK - UWOTL-1-0036779 |
CA | Bispecific Intracellular Delivery Vehicles |
2,742,955 | 5/13/2009 | National Phase of PCT/US2009/043852 |
Abandoned | ||
| PhaseRx -2700.EP1 UW - 44392.05EP2 COJK - UWOTL-1-0036780 |
EP | Bispecific Intracellular Delivery Vehicles |
9825146.5 | 5/13/2009 | National Phase of PCT/US2009/043852 |
EP 2352522 A1 August 10, 2011 |
Abandoned | |
| PhaseRx -2800.PCT1 UW - 44677.10WO2 COJK - UWOTL-1-0033274 |
PCT | Micelles of Hydrophilcally Shielded Membrane- Destabilizing Copolymers | PCT/US2009/043860 | 5/13/2009 | PCT 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,369 filed 4/21/09 61/171,358 filed 4/21/09 |
WO/2010/053597 May 14, 2010 |
Nationalized | |
| PhaseRx -2800.US1 UW - 44677.56US2 COJK - XXXXX-0-0000000 |
XXX | Micelles of Hydrophilcally Shielded Membrane- Destabilizing Copolymers |
13/127,962 | 5/13/2009 | National Phase of PCT/US2009/043860 |
US 2011/0281934 November 17, 2011 |
Abandoned | |
| PhaseRx -2900.PRV1 UW - 44677.56US2 COJK - XXXXX-0-0000000 |
XXX | Multiblock Copolymers | 61/177,921 | 5/13/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -2900.PRV2 UW - 8593P.1PRO COJK - XXXXX-0-0000000 |
XXX | Multiblock Copolymers | 61/243,898 | Sept. 18, 2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -2900.PCT1 UW - 45161.03WO2 COJK - UWOTL-1-0034064 |
PCT | Multiblock Copolymers | PCT/US2009/063648 | 11/6/2009 | PCT 61,112,054 filed 11/6/08 61/112,048 filed 11/6/08 61/140,779 filed 12/24/08 61/140,774 filed 12/24/08 61/171,369 filed 4/21/09 61/171,358 filed 4/21/09 61/177,921 filed 5/13/09 61/243,898 filed 9/18/09 |
WO/2010/054266 May 14, 2010 |
Nationalized |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2900.US1 UW - 45161.16.US2 COJK -UWOTL-1-0036778 |
USA | Multiblock Copolymers | 13/127,959 | 11/6/2009 | National Phase of PCT/US2009/063648 |
US 2011/0286957 November 24, 2011 |
9,464,300 October 11, 2016 |
Issued |
| PhaseRx -2900.USC1 UW - 45161.25US4 COJK -UWOTL-1-56731 |
USA | Multiblock Copolymers | 15/254,874 | 9/1/2016 | Continuation of 13/127,959 |
US 2017/0049801 February 23, 2017 |
Abandoned | |
| PhaseRx -2900.EP1 UW - 45161.08EP2 COJK - UWOTL-1-0036770 |
EP | Multiblock Copolymers | 9825524.3 | 00/0/0000 | Xxxxxxxx Xxxxx xx XXX/XX0000/000000 |
EP 2364330 A2 September 14, 2011 |
EP 2364330 B1 March 25, 0000 |
Xxxxxx |
| XxxxxXx -0000.XX0 XX - 00000.00XX0 XXXX - |
XX | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| PhaseRx - 2900.DE1 UW - 45161.20DE2 COJK - |
DE | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 X0 Xxxxx 00, 0000 |
Xxxxxx | |
| XxxxxXx - 0000.XX0 UW - 45161.21IE2 COJK - |
IE | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| PhaseRx - 2900.IT1 UW - 45161.22IT2 COJK - |
IT | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| PhaseRx - 2900.ES1 UW - 45161.23ES2 COJK - |
ES | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| XxxxxXx - 0000.XX0 XX - 00000.00XX0 XXXX - |
XX | Xxxxxxxxxx Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| PhaseRx - 2900.GB1 UW - 45161.18GB2 COJK - |
GB | Multiblock Copolymers | 9825524.3 | 11/6/2009 | Validation of EP 2364330 |
EP 2364330 B1 March 25, 2015 |
Issued | |
| PhaseRx -2900.AU1 UW - 45161.04AU2 COJK - UWOTL-1-0036766 |
AU | Multiblock Copolymers | 2009313358 | 00/0/0000 | Xxxxxxxx Xxxxx xx XXX/XX0000/000000 |
Patent No. 2009313358 9/19/2013 |
Issued (To be Adandoned) |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2900.AUD1 UW - 45161.17AU3 COJK - |
AU | Multiblock Copolymers | 2013204152 | 11/6/2009 | Divisional of 2009313358 | Abandoned | ||
| PhaseRx -2900.BR1 UW - 45161.05BR2 COJK - UWOTL-1-0036767 |
BR | Multiblock Copolymers | PI09213570 | 00/0/0000 | Xxxxxxxx Xxxxx xx XXX/XX0000/000000 |
Abandoned | ||
| PhaseRx -2900.CA1 UW - 45161.05BR2 COJK - XXXXX-0-0000000 |
XX | Multiblock Copolymers | 2,742,880 | 00/0/0000 | Xxxxxxxx Xxxxx xx XXX/XX0000/000000 |
Abandoned | ||
| PhaseRx -2900.CN1 UW - 45161.07CN2 COJK - UWOTL-1-0036769 |
CN | Multiblock Copolymers | 200980148153.8 | 00/0/0000 | Xxxxxxxx Xxxxx xx XXX/XX0000/000000 |
ZL200980148153.8 3/12/2014 11/6/2029 |
Issued (To be Adandoned) | |
| PhaseRx -2900.IL1 UW - 45161.10IL2 COJK - UWOTL-1-0036771 |
IL | Multiblock Copolymers | 212459 | 11/6/2009 | National Phase of PCT/US2009/063648 |
Abandoned | ||
| PhaseRx -2900.IN1 UW - 45161.09IN2 COJK - UWOTL-1-0036772 |
IN | Multiblock Copolymers | 3370/DELNP/2011 | 11/6/2009 | National Phase of PCT/US2009/063648 |
Pending (to be abandoned) | ||
| PhaseRx -2900.JP1 XX - 00000.00XX0 XXXX - XXXXX-0-0000000 |
XX | Multiblock Copolymers | 2011-534933 | 11/6/2009 | National Phase of PCT/US2009/063648 |
5766611 6/26/2015 11/06/2029 |
Issued | |
| PhaseRx -2900.KR1 UW - 45161.12KR2 COJK - UWOTL-1-0036774 |
KR | Multiblock Copolymers | 00-0000-0000000 | 11/6/2009 | National Phase of PCT/US2009/063648 |
Abandoned | ||
| PhaseRx -2900.MX1 UW - 45161.13MX2 COJK - UWOTL-1-0036775 |
MX | Multiblock Copolymers | 2010/004242 | 11/6/2009 | National Phase of PCT/US2009/063648 |
330456 5/29/2015 11/6/2029 |
Issued | |
| PhaseRx -2900.SG1 UW - 45161.14SG2 COJK - UWOTL-1-036776 |
SG | Multiblock Copolymers | 201103187-9 | 11/6/2009 | National Phase of PCT/US2009/063648 |
171100 1/15/2014 |
Issued (To be Adandoned) |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -2900.ZA1 UW - 45161.15ZA2 COJK - XXXXX-0-0000000 |
XX | Multiblock Copolymers | 2011/03289 | 11/6/2009 | National Phase of PCT/US2009/063648 |
2011/03289 10/30/2013 |
Issued (To be Adandoned) | |
| PhaseRx -3000.PRV1 UW - 8026P.1PRO1 COJK - XXXXX-0-0000000 |
XXX | End-Functionalized Polymers and Junction- Functionalized Diblock Copolymers Via RAFT Chain Extension with Maleimido-Monomers |
61/120,746 | 12/8/2008 | Provisional | Lapsed | ||
| PhaseRx -3000.PRV2 UW - 8026P.1PRO2 COJK - XXXXX-0-0000000 |
XXX | Omega-Functionalized Polymers, Junction Functionalized Block Copolymers, Polymer Bioconjugates and Radical Chain Extension Polymerization | 61/120,756 | 12/8/2008 | Provisional | Claimed as Priority Document | ||
| PhaseRx -3000.PCT1 UW - 44508.06WO2 COJK - UWOTL-1-0034171 |
PCT | Omega-Functionalized Polymers, Junction Functionalized Block Copolymers, Polymer Bioconjugates and Radical Chain Extension Polymerization | PCT/US2009/067193 | 12/8/2009 | PCT 61/120,756 filed 12/08/08 |
WO/2010/077678 July 8, 2010 |
Nationalized | |
| PhaseRx -3000.US1 UW - 44508.11US2 COJK - XXXXX-0-0000000 |
XXX | Omega-Functionalized Polymers, Junction Functionalized Block Copolymers, Polymer Bioconjugates and Radical Chain Extension Polymerization | 13/133,355 | 12/8/2009 | National Phase of PCT/US2009/067193 |
US 2011/0305660 December 15, 2011 |
9,593,169 March 14, 2017 |
Issued |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -3000.USC1 UW - 44508.12US4 COJK - |
USA | Omega-Functionalized Polymers, Junction Functionalized Block Copolymers, Polymer Bioconjugates and Radical Chain Extension Polymerization | 15/428,063 | 2/8/2017 | Continuation of 13/133,355 |
Pending | ||
| PhaseRx -3000.CA1 UW - 44508.08CA2 COJK - UWOTL-1-0037148 |
CA | Omega-Functionalized Polymers, Junction Functionalized Block Copolymers, Polymer Bioconjugates and Radical Chain Extension Polymerization | 2,745,926 | 12/8/2009 | National Phase of PCT/US2009/067193 |
Abandoned | ||
| PhaseRx -3100.PRV1 UW -8594P.1PRO COJK - UWOTL-1-0034092 |
USA | Hydrophobic Block Conjugated Therapeutic Agents |
61/261,186 | 11/13/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -3100.PCT1 UW - 45162.02WO2 COJK -UWOTL-1-0035873 |
PCT | Hydrophobic Block Conjugated Therapeutic Agents |
PCT/2010/056565 | 11/12/2010 | PCT 61/261,186 filed 11/13/09 |
WO/2011/060281 May 19, 2011 |
Nationalized | |
| PhaseRx -3100.US1 UW - 45162.03US2 COJK -UWOTL-1-39248 |
USA | Hydrophobic Block Conjugated Therapeutic Agents |
13/509,557 | 5/11/2012 | National Phase of PCT/2010/056565 |
US 2013/0017167 January 17, 2013 |
Abandoned | |
| PhaseRx -3200.PRV1 UW - 45162.01US1 COJK - XXXXX-0-0000000 |
XXX | Targeting Monomers and Polymers Having Targeting Blocks |
61/262,512 | 11/18/2009 | Provisional | Claimed as Priority Document | ||
| PhaseRx -3300.PRV1 UW - COJK - |
USA | Folate and Folate Analog Targeting Monomers and Polymers Having Folate of Folate Analog Targeting Blocks | 61/262516 | 11/18/2009 | Provisional | Claimed as Priority Document |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx -3200.PCT1 UW -45163.02WO2 COJK - UWOTL-1-0035874 |
PCT | Targeting Monomers and Polymers Having Targeting Blocks |
PCT/US2010/056993 | 11/17/2010 | PCT 61/262,512 filed 11/18/09 61/262,516 filed 11/18/09 |
WO/2011/062965 May 26, 2011 |
Nationalized | |
| PhaseRx -3200.US1 UW -45163.03US2 COJK - XXXXX-0-00000 |
XXX | Targeting Monomers and Polymers Having Targeting Blocks |
13/510,279 | 5/16/2012 | National Phase of PCT/US2010/056993 |
US 2013/0011362 January 10, 2013 |
9,415,113 August 16, 2016 |
Issued |
| PhaseRx - 3500.PRV1 F&W - |
USA | RNA Targeted to Beta-Catenin |
61/718,313 | 10/25/2012 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3500.PCT1 F&W - |
PCT | RNA Targeted to Beta-Catenin |
PCT/US13/26624 | 2/19/2013 | PCT. US - 61/718,313 filed 10/25/12 |
WO 2014/065849 May 1, 2014 |
Nationalized | |
| PhaseRx - 3500.US1 F&W - |
USA | RNA Targeted to Beta-Catenin |
14/437,923 | 4/23/2015 | National Phase of PCT/US13/26624 |
US 2015/0291956 October 15, 2015 |
Abandoned | |
| PhaseRx - 3600.PRV1 F&W - |
USA | RNA Targeted to c-Met | 61/751,495 | 1/11/2013 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3600.PCT1 F&W - |
PCT | RNA Targeted to c-Met | PCT/US13/26623 | 2/19/2013 | PCT. US - 61/751,495 filed 01/11/13 | WO 2014/109780 July 17, 2014 |
Nationalized | |
| PhaseRx - 3600.US1 F&W - |
USA | RNA Targeted to c-Met |
14/760,010 | 7/9/2015 | National Phase of PCT/US13/26623 |
US 2015/0337318 November 26, 2015 |
Abandoned | |
| PhaseRx - 3700.PRV1 F&W - |
USA | Block Copolymers | 61/860,136 | 7/30/2013 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3800.PRV1 F&W - |
USA | Block Copolymers | 61/868,122 | 8/21/2013 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3800.PCT1 F&W - 33099-34134/PCT |
PCT | Block Copolymers | PCT/US14/48839 | 7/30/2014 | PCT US - 61/860,136 filed 7/30/2013 US - 61/868,122 filed 8/21/2013 |
WO 2015/017519 February 5, 2015 |
Nationalized | |
| PhaseRx - 3800.US1 F&W - 33099-34134/US |
USA | Block Copolymers | 14/908,351 | 7/30/2014 | National Phase of PCT/US14/48839 |
US 2016/0206750 July 21, 2016 |
9,867,885 January 16, 2018 |
Issue Fee Paid |
| PhaseRx - 3800.USC1 F&W - 33099-38980/US |
USA | Block Copolymers | 15/827,793 | 11/30/2017 | Continuation of 14/908,351 |
Pending | ||
| PhaseRx - 3800.EP1 F&W - 33099-34134/EP |
EP | Block Copolymers | 14753175 | 7/30/2014 | National Phase of PCT/US14/48839 |
Pending | ||
| PhaseRx - 3800.AU1 F&W - 33099-34134/AU |
AU | Block Copolymers | 2014296278 | 7/30/2014 | Xxxxxxxx Xxxxx xx XXX/XX00/00000 |
Xxxxxxx | ||
| XxxxxXx - 0000.XX0 F&W - 33099-34134/CA |
CA | Block Copolymers | 2919828 | 7/30/2014 | National Phase of PCT/US14/48839 |
Pending |
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
| PhaseRx - 3900.PRV1 F&W - |
USA | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
62/106,024 | 1/21/2015 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3900.PRV2 F&W - 33099-34170/US |
USA | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
62/173,847 | 6/10/2015 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3900.PRV3 F&W - 33099-34171/US |
USA | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
62/233,568 | 9/28/2015 | Provisional | Claimed as Priority Document | ||
| PhaseRx - 3900.PCT1 F&W - 33099-34172/PCT |
PCT | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells | PCT/US16/14232 | 1/21/2016 | PCT US - 62/106,024 filed 1/21/2015 US - 62/173,847 filed 6/10/2015 US - 62/233,568 filed 9/28/2015 |
WO/2016/118697 July 28, 2016 |
Nationalized | |
| PhaseRx - 3900.US1 F&W - 33099-34172/US |
USA | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
15/545,302 | 1/21/2016 | National Phase of PCT/US16/14232 |
Pending | ||
| PhaseRx - 3900.EP1 F&W - 33099-34172/EP |
EP | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
16703407.3 | 1/21/2016 | National Phase of PCT/US16/14232 |
Pending | ||
| PhaseRx - 3900.AU1 F&W - 33099-34172/AU |
AU | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
2016209295 | 1/21/2016 | National Phase of PCT/US16/14232 |
Pending |
SCHEDULE 1.1(a) TO XXXXX XXXXXXXX XXXXXXXXX
| XxxxxXx - 0000.XX0 F&W - 33099-34172/CA |
CA | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
2,974,503 | 1/21/2016 | National Phase of PCT/US16/14232 |
Pending | ||
| PhaseRx - 3900.CN1 F&W - 33099-34172/CN |
CN | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
2.0168E+11 | 1/21/2016 | National Phase of PCT/US16/14232 |
Pending | ||
| PhaseRx - 3900.IN1 F&W - 33099-34172/IN |
IN | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
201747028808 | 1/21/2016 | Xxxxxxxx Xxxxx xx XXX/XX00/00000 |
Xxxxxxx | ||
| XxxxxXx - 0000.XX0 F&W - 33099-34172/JP |
JP | Methods, Compositions, and Systems for Delivering Therapeutic and Diagnostic Agents into Cells |
2017-539356 | 1/21/2016 | Xxxxxxxx Xxxxx xx XXX/XX00/00000 |
Xxxxxxx | ||
| XxxxxXx - 0000.XXX0 F&W - 33099-35887/US |
USA | Branched PEG Molecules and Related Compositions and Methods |
62/440,941 | 12/30/2016 | Provisional | Pending | ||
| PhaseRx - 4100.PRV2 F&W - 33099-36012/US |
USA | Branched PEG Molecules and Related Compositions and Methods |
62/446,186 | 1/13/2017 | Provisional | Pending | ||
| PhaseRx - 4100.PCT1 F&W - 33099-36483/PCT |
PCT | Branched PEG Molecules and Related Compositions and Methods | PCT/US17/68841 | 12/29/2017 | PCT US - 62/440,941 filed 12/30/2016 US - 62/446,186 filed 1/13/2017 |
Pending |
Schedule 1.1(a) - Patents
SCHEDULE 1.1(a) TO ASSET PURCHASE AGREEMENT
Schedule 1.3 - Assumed Contracts
| · | Amended and Restated RAFT Non-Exclusive License Agreement by and between the Commonwealth Scientific and Industrial Research Organisation and PhaseRx, Inc. dated as of January 22, 2016. |
| · | Second Amended and Restated Exclusive Patent License Agreement between the University of Washington and PhaseRx, Inc. dated February 9, 2016. |
| · | Amendment to Second Amended and Restated Exclusive Patent License Agreement between the University of Washington and PhaseRx, Inc. dated September 22, 2017. |
| · | Side Letter between the University of Massachusetts and PhaseRx, Inc. dated October 25, 2011. |
| · | Non-Exclusive License Agreement dated as of September 14, 2015 by and between Baylor College of Medicine and PhaseRx, Inc. |
| · | Transgenic Mouse License dated November 28, 2016 between Mayo Foundation for Medical Education and Research, the Board of Regents of The University of Texas System, and PhaseRx, Inc. |
| · | Manufacturing and Supply Agreement dated as of March 10, 2017 by and between PhaseRx, Inc. and TriLink BioTechnologies, LLC. |
| · | Quality Agreement dated March 21, 2017 by and between PhaseRx, Inc. and TriLink BioTechnologies, LLC. |
| · | Agreement for the Development and cGMP Manufacture of a Liposomal Formulation dated March 18, 2017 between PhaseRx, Inc. and Polymun Scientific Immunbiologische Forschung GmbH. |
| · | Qualty Agreement for Contract Manufacture of Liposomal Formulations of mRNA dated March 31, 2017 between PhaseRx, Inc. and Polymun Scientific Immunbiologische Forschung GmbH. |
| · | Agreement for the Pilot Assessment of a Liposomal Formulation dated November 14, 2016 between PhaseRx, Inc. and Polymun Scientific Immunbiologische Forschung GmbH. |
| · | Agreement for the Optimization of Manufacturing Process of a Liposomal Formulation dated March 15, 2017 between PhaseRx, Inc. and Polymun Scientific Immunbiologische Forschung GmbH. |
| · | Master Services Agreement dated as of January 5, 2017 by and between PhaseRx, Inc. and Syngene International Limited. |
SCHEDULE 1.3 TO ASSET PURCHASE AGREEMENT
| · | Amendment to Master Services Agreement dated as of March 16, 2017 by and between PhaseRx, Inc. and Syngene International Limited. |
| · | Quality Agreement dated as of January 9, 2017 by and between PhaseRx, Inc. and Syngene International Limited. |
| · | Amendment to Quality Agreement dated as of March 16, 2017 by and between PhaseRx, Inc. and Syngene International Limited. |
| · | All Scope of Work agreements, as amended or modified, by and between PhaseRx and Syngene International Limited. |
| · | Lease for the office space located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxx XX 00000. |
| · | Lease for the annex located at 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000. |
SCHEDULE 1.3 TO ASSET PURCHASE AGREEMENT
Exhibit A
Buyer Note
(See Attached)
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, Roivant Sciences GmbH, a German company with limited liability, with a principal business address at Xxxxxxxxxxxxx 0, 0000 Xxxxx Xxxxxxxxxxx (“Maker”), as of this ___ day of February, 2018, promises to pay to the order of Hercules Capital Inc., a Maryland corporation, with a principal business address at 000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, (the “Holder”), such amounts as may be due from time as hereinafter provided.
This is the promissory note (this “Note”) that is referred to in Section 2.3 of the Asset Purchase Agreement, dated as of January 31, 2018 (the “APA”), by and between the Maker, and PhaseRx, Inc., a Delaware corporation (“PhaseRx”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the APA.
Maker shall make payment to Holder of each Milestone Payment within seven (7) days of the occurrence of each applicable Milestone Event as described in Section 2.3(a) of the APA. In connection therewith, Maker shall report to Holder in writing of the achievement of any Milestone Event within four (4) calendar days after the date on which such Milestone Event is achieved.
So long as Maker’s obligations under this Note remain outstanding, Maker shall not, without the prior written consent of the Holder, create or grant to any person, any lien, security interest, encumbrance, cloud on title, mortgage, pledge or similar interest in any of the Acquired Assets (the “Negative Pledge”). The Negative Pledge shall remain in full force and effect until the earlier of (i) the date on which Maker, or any successor in interest to the Acquired Assets, in its sole discretion, notifies Holder in writing of its intention to no longer pursue or develop PRX-OTC; or (ii) the receipt by Holder of a $3.0 million prepayment from Maker (which payment shall be credited against any future Milestone Payments due and owing pursuant to this Note and Section 2.3(a) of the APA). Subject to Maker’s (or its successor in interest’s) compliance with the provisions of Section 2.3(b) of the APA, neither the Negative Pledge nor any other provision of this Note shall restrict, limit or impair Maker’s ability to transfer, assign, license or otherwise dispose of the Acquired Assets.
Each of the following shall constitute an Event of Default hereunder:
| (1) | the failure of Maker to pay any Milestone Payment to Holder when due pursuant to the terms of this Note; or |
| (2) | the failure of Maker to comply with the terms of any Product Line Sale set forth in Section 2.3(b) of the APA. |
At any time upon written notice to Holder, Maker may prepay, in whole or in part, at any time or from time to time without premium or penalty, all or any portion of the Milestone Payments that may become due and payable under Section 2.3 of the APA.
Holder, at its option, may extend the time for payment of this Note, postpone the enforcement hereof, or grant any other indulgences, without affecting or diminishing Holder’s rights against Maker. No such action by Holder shall constitute a waiver of any rights under this Note.
MAKER AND HOLDER EACH HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THE OBLIGATIONS EVIDENCED BY THIS NOTE. MAKER AND HOLDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
This Note shall be construed under the internal laws and judicial decisions of the State of California and the laws of the United States as the same might be applicable, without regard to conflicts-of-laws principles that would require the application of any other law.
MAKER HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND AGREES THAT SUCH DESIGNATED FORUM IS PROPER AND CONVENIENT.
Any provisions of this Note which are deemed invalid, illegal or unenforceable by a court of law shall be stricken as such and all other terms of this Note shall survive such striking and remain in full force and effect as if such offensive provisions were never a part of this Note.
The term “Maker” as used herein shall be deemed to include Maker and its successors and assigns; provided, that, the Maker is prohibited from assigning its obligations under this Note, except in connection with a Product Line Sale in accordance with the provisions of Section 2.3(b) of the APA. The term “Holder” as used herein shall be deemed to include Holder and its successors and assigns. Holder may assign, transfer or endorse its rights hereunder without any prior notice to or consent of Maker.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be executed as of the date set forth below to be effective as of the date set forth above.
| MAKER: | ||||
| Witness: | ROIVANT SCIENCES GmbH | |||
| By: | ||||
| Name: | Name: | |||
| Title: | ||||
