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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934, AS AMENDED.
EXHIBIT 10.105
TERMINATION OF COLLABORATIVE RESEARCH AGREEMENT
BETWEEN SEQUANA THERAPEUTICS, INC.
AND
CORANGE INTERNATIONAL LTD
This Termination Agreement, effective as of February 13, 1999 (the
"Effective Date"), is made by and between Sequana Therapeutics, Inc., a
California corporation (d/b/a Axys Pharmaceuticals, Inc, ("Axys")) and Corange
International Ltd., a Bermuda Corporation, ("Corange") and terminates the
Collaborative Research Agreement entered into as of the 30th day of June 1995,
by and between Axys and Corange, as amended (the "Collaboration Agreement").
WHEREAS, the Parties desire to terminate the Collaboration Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual promises and covenants set forth below, for other good and valuable
consideration, the receipt and sufficiency of which the Parties acknowledge, the
Parties intending to be legally bound, agree as follows:
1. Unless otherwise defined in this Termination Agreement, capitalized
terms shall have the meanings given to them in the Collaboration
Agreement.
2. The Collaboration Agreement is hereby terminated and, except as set
forth herein, shall be of no further force or effect, such termination
to be effective as of the Effective Date. Except as specifically granted
herein, all rights, privileges, obligations and licenses granted under
the Collaboration Agreement are canceled. The Parties acknowledge and
agree that Articles IX and X of the Collaboration Agreement shall not
survive termination of the Collaboration Agreement.
3. (a) Axys shall deliver to Corange or its designee as soon as reasonably
practicable following the Effective Date: (i) [*] contained in the
Osteoporosis Database and (ii) duplicate copies of all data contained in
the Osteoporosis Database excluding any data relating to [*] sample
collections, in a file format mutually agreed by the parties. Such
delivery shall be performed in accordance with instructions provided by
Corange or its designee and at Corange's or its designee's expense.
(b) In the event that Axys or Corange or its designee are able to
successfully negotiate an agreement with [*] as described in paragraph 8
within [*] following the Effective Date, Axys shall deliver to Corange
or its designee as soon as reasonably practicable thereafter, [*]
contained in the Osteoporosis Database and duplicate copies of all data
relating to the [*] contained in the Osteoporosis Database. In the
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event that Axys or Corange or its designee are able to successfully
negotiate an agreement with [*] as described in paragraph 8 within [*]
following the Effective Date, Axys shall deliver to Corange or its
designee as soon as reasonably practicable thereafter, [*] contained in
the Osteoporosis Database and duplicate copies of all data relating to
the [*] contained in the Osteoporosis Database. All such deliveries
shall be performed in accordance with instructions provided by Corange
or its designee and at Corange's or its designee's expense.
4. Corange or its designee will pay to Axys within thirty (30) days
following the Effective Date the sum of [*], upon receipt of invoice.
5. Corange acknowledges and agrees that Axys has fulfilled all of its
obligations under the Collaboration Agreement and there are no funds to
be returned to Corange under Section 2.4 of the Collaboration Agreement.
Axys acknowledges and agrees that Corange has fulfilled all of its
obligations under the Collaboration Agreement. Other than the payment
obligations contained in this Termination Agreement, Corange has no
further payment obligations to Axys under the Collaboration Agreement.
6. Subject to paragraphs 3 and 7, each Party shall have the right to use
and exploit the Osteoporosis Database without a duty to account to the
other Party for profits derived therefrom.
7. (a) Subject to paragraph 10(a) below, Corange hereby grants to Axys and
Axys hereby accepts a perpetual, paid-up, exclusive (even as to
Corange), world-wide license (with the right to grant sublicenses) under
Corange's interest in the Joint Results to use the [*] data contained in
the Osteoporosis Database, for any purpose.
(b) Subject to paragraph 10(b) below, Corange hereby grants to Axys and
Axys hereby accepts a perpetual, paid-up, exclusive (even as to
Corange), world-wide license (with the right to grant sublicenses) under
Corange's interest in the Joint Results to use the [*] data contained in
the Osteoporosis Database, for any purpose.
8. Promptly following the Effective Date, Axys will endeavor to negotiate
on behalf of Corange or its designee, agreements with each of [*] to (i)
allow [*] provided to Axys by [*] to be transferred to Corange or its
designee; (ii) fix the maximum royalty payment which may be owed by
Corange or its designee to [*] by Corange or its designee of diagnostic
and therapeutic products which result from the use of samples and data
from the [*] and to [*] by Corange or its designee of diagnostic and
therapeutic products which result from the use of samples and data from
the [*], with [*] as under the agreement between Axys and [*]; (iii)
grant Corange or its designee a non-exclusive license to develop and
commercialize diagnostic and therapeutic products; and (iv) relieve Axys
of any royalty or milestone
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934, AS AMENDED.
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obligations to [*] with respect to Corange's or its designee's use of
the [*]. In the event that Axys is unable to successfully negotiate one
or both of the agreements described in this paragraph 8 within a period
of [*] from the Effective Date, either Corange or its designee or Axys
may endeavor to negotiate such agreements for a further [*] period
during which time Axys agrees to use reasonable efforts to assist
Corange or its designee in obtaining such agreements.
9. In the event that Axys and/or Corange or its designee are able to
successfully negotiate both agreements as described in paragraph 8 above
within [*] following the Effective Date, Corange or its designee will
pay Axys [*]. In the event that Axys and/or Corange or its designee are
able to successfully negotiate only one of the agreements as described
in paragraph 8 above within [*] following the Effective Date, Corange or
its designee will pay Axys [*] if such agreement is with [*] or [*] if
such agreement is with [*].
10. (a) In the event that Axys and/or Corange or its designee are unable to
successfully negotiate an agreement with [*] as described in paragraph 8
above, Corange or its designee's scientists will have the right to
access the [*] for additional analyses, on Axys' premises, for a period
of [*] from the end of the negotiation periods referred to in paragraph
8 above, upon payment to Axys, within thirty (30) days of the end of the
negotiation periods described in paragraph 8 above, of the sum of [*].
In such event Axys will also provide Corange or its designee with
duplicate copies of all data related to the [*] contained in the
Osteoporosis Database. If Corange or its designee fails to make such
payments within the said thirty (30) day period, Corange's or its
designee's rights with respect to the [*] data contained in the
Osteoporosis Database will terminate and the rights granted in paragraph
7(a) above will be deemed granted by Corange to Axys.
(b) In the event that Axys and/or Corange or its designee are unable to
successfully negotiate an agreement with [*] as described in paragraph 8
above, Corange or its designee will have the right to receive and use
[*], in Axys possession, upon payment to Axys within thirty (30) days of
the end of the negotiation periods described in paragraph 8 above, of
the further sum of [*] and a written agreement from Corange or its
designee reasonably acceptable to Axys, within that same thirty (30) day
period, to assume responsibility for [*] with respect to Corange's or
its designee's use of such samples. In such event Axys will also provide
Corange or its designee with duplicate copies of all data related to the
[*] contained in the Osteoporosis Database. If Corange or its designee
fails to make such payment and provide such written agreement within the
said thirty (30) day period, Corange's or its designee's rights with
respect to the [*] data contained in the Osteoporosis Database will
terminate and the rights granted in paragraph 7(b) above, will be deemed
granted by Corange to Axys.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934, AS AMENDED.
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11. Neither Party hereto shall issue any press release or other publicity
materials, or make any public representation with respect to the
existence of the Termination Agreement or the subject matter hereto
without the prior written consent of the other Party. However, this
restriction shall not apply to disclosures required by law or
regulation.
12. Section 17 of the Collaboration Agreement shall continue in full force
and effect.
13. Section 12 of the Collaboration Agreement shall continue in full force
and effect. Further, Corange agrees to indemnify, defend and hold Axys,
its Affiliates and sublicensees and their respective directors,
officers, employees and agents harmless from and against any losses,
costs, claims, damages, liabilities or expense (including reasonable
attorneys fees and other expenses of litigation) arising out of or in
connection with Corange's or its designee's transfer or use of the
biological materials and data provided by Axys to Corange or its
designee under this Termination Agreement.
14. Each Party hereby covenants and represents to the other Party that it
has full right and authority to enter into this Termination Agreement.
15. This Termination Agreement shall not be assignable by either Party
hereto, except to an Affiliate, without the prior written consent of the
other Party.
16. This Termination Agreement represents the entire understanding and
agreement between the Parties hereto with respect to the subject matter
hereof. This Termination Agreement may be amended, modified,
supplemented or changed only by an agreement in writing which is signed
by each Party.
17. This Termination 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.
IN WITNESS WHEREOF, the parties hereto cause this Termination Agreement
to be duly executed in its name and on its behalf, as of the Effective Date.
SEQUANA THERAPEUTICS, INC. CORANGE INTERNATIONAL LTD.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ C. Xxxxxx Xxxxx /s/ Xxxx S.T. Xxxxx
----------------------------- ---------------------- ----------------------------
Name: Xxxxxx X. Xxxxxx Name: C. Xxxxxx Xxxxx Name: Xxxx S.T. Xxxxx
----------------------------- ---------------------- ----------------------
Title: CEO Title: Director Title: Director
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934, AS AMENDED.
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