Exhibit 10.9
------------
Agreement
Medarex, Inc. and GenPharm International (Medarex, Inc. and GenPharm
International are referred to hereinafter as "Provider") agree to provide
Immuno-Designed Molecules S.A., ("Recipient") with certain research
material requested by Recipient for use, subject to the terms and
conditions set forth in this Agreement (the "Agreement"). Provider
(collectively on the one hand) and Recipient (on the other hand) are each
referred to herein singularly as a "Party" and collectively as the
"Parties" to this Agreement.
1. This Agreement applies to the transfer by Provider to Recipient of
transgenic mice ("Mice") and to any biological materials (including
human and murine antibodies and immunized Mice) derived from the
Recipient's use of those Mice hereunder (collectively, the "Derived
Material"). The Mice and the Derived Materials are referred to herein
collectively as the "Materials". Recipient shall use the Mice solely
for purposes of conducting research expected to result in Derived
Materials (and data, results and information relating thereto),
[*****]. The Research is expected to include the immunization of the
Mice with antigens supplied by Recipient (each an "Antigen"), and any
such antigens or other materials provided or used by Recipient for
purposes of the Research are referred to herein collectively as the
"Recipient Materials". Recipient shall be under no obligation to
disclose the nature of or provide any Recipient Materials to Provider.
2. Legal title to all Mice shall be and remain solely with Provider, and
nothing in this Agreement grants Recipient any rights under any
patents or patent applications of Provider. Recipient shall not
transfer the mice. Recipient will use the Mice solely for the purposes
contemplated under this Agreement, and in no event will attempt to
breed or duplicate in any way the Mice provided to Recipient by
Provider hereunder. Any information of Provider that is disclosed to
Recipient by Provider in connection with the transfer of the Mice or
the Research hereunder shall be used by Recipient solely for the
purposes of Research, and shall be held in confidence by Recipient
subject to the terms and conditions of Schedule A ("Confidentiality
Provisions"). Legal title to any and all Recipient Materials shall be
and remain solely with Recipient, and nothing in this Agreement grants
Provider any rights under any patents or patent applications of
Recipient. Any information of Recipient
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
relating to any Recipient Materials that is disclosed to Provider by
Recipient shall not be used by Provider for any purpose, and shall be
held in confidence by Provider subject to the terms and conditions of
the Schedule A.
3. [*****] Recipient shall be under no obligation to provide any such
Derived Materials to Provider. During the Materials Term (as
hereinafter defined), Recipient shall not make any use of any such
Derived Materials except for purposes of the Research, and thereafter
Recipient shall not make any use of the Derived Materials, shall not
transfer any Derived Materials to any third party, and shall not file
any patent applications covering any Derived Materials or based on the
Research without Provider's prior written consent, [*****]. Upon
expiration or termination of the Materials Term, unless the Parties
have entered into a definitive agreement, Recipient shall return or
destroy the Mice and destroy all Derived Materials; provided, however,
that legal title to any data, research results or other information
relating to the Derived Materials shall be and remain with Recipient,
but such shall be treated as confidential information and shall be
held in confidence by Recipient subject to the terms and conditions of
Schedule A. Recipient shall be under no obligation to disclose any
such data, research results or other information to Provider, but if
and to the extent that Recipient does make any such disclosure, any
such information of Recipient disclosed to Provider by Recipient shall
not be used by Provider for any purpose and shall be held in
confidence by Provider subject to the terms and conditions of the
Schedule A.
4. The transfer of the Mice constitutes a nonexclusive license to use the
Mice solely for the purposes of the Research. This Agreement does not
restrict Provider's right to distribute the Mice to other commercial
or to non-commercial entities. Provider shall have no obligation to
grant a license to Recipient, and may grant exclusive or nonexclusive
licenses to others who may be investigating uses of the Mice.
5. The Mice are provided to Recipient to conduct experiments in animals
or in vitro. The Materials will not be used in humans, including for
purposes of diagnostic testing.
6. During the Materials Term and thereafter until the return or
destruction of the Mice and destruction of the Derived Materials,
written records will be maintained by Recipient of all uses made of,
and all persons allowed access to Materials, and copies of such
records will be furnished to Provider as
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
2
confidential information of Recipient subject to the terms and
conditions of Schedule A.
7. The Materials are experimental in nature and shall be used with
prudence and appropriate caution, since not all of the characteristics
are known. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. PROVIDER MAKES NO REPRESENTATION OR
WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR
OTHER PROPRIETARY RIGHT.
8. This Agreement shall commence as of December 27, 1999 (the "Effective
Date"). Except for Schedule A, the term of this Agreement (the
"Materials Term") shall expire on the date that is [*****] after the
Effective Date, unless either extended by the Parties by written
agreement, sooner terminated in accordance herewith or the Parties
have entered into a definitive agreement. The term of Schedule A shall
not expire until five (5) years after the Effective Date. Either Party
may terminate the Materials Term of this Agreement for any reason
effective thirty (30) days after written notice to the other Party.
Upon expiration or termination of the Materials Term, unless the
Parties have entered into a definitive agreement, Recipient shall
return or destroy the Mice and destroy all Derived Materials, and
Provider shall return or destroy any Recipient Materials (if any)
received from Recipient and shall destroy any Derived Materials (if
any) received from Recipient. The Parties anticipate that the
definitive agreement will have a term of [*****].
9. If Recipient provides written notice to Provider of the identity of
the Antigen for which Derived Materials have been obtained by
Recipient, unless Provider has previously granted a third party rights
to use the Mice with respect to such Antigen or has commenced or has
the intent to commence an active research program on its own behalf
with respect to such Antigen, as shown by written records, during the
Materials Term Recipient shall have a right of first negotiation to
obtain a commercial license from Provider with respect to the Derived
Materials specific for such Antigen. During the Materials Term, if
Recipient provides such notice and either a third party notifies
Provider that such third party wishes to acquire a commercial license
to antibodies directed against such Antigen or Provider wishes to
commercialize antibodies against such Antigen itself, Provider shall
notify Recipient; however, Provider shall not be obligated to identify
such party,
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
3
whether Provider or a third party. If Recipient has not notified
Provider within ten (10) business days of such Provider's notice that
Recipient will enter a definitive agreement with Provider for a non-
exclusive commercial license for the Derived Materials on the terms
set forth on Schedule B, or if Recipient and Provider have failed to
enter into a definitive license agreement consistent with such terms
within ninety (90) days from the date of Provider's notice to
Recipient, then Recipient's right of first negotiation shall terminate
with respect to the Derived Materials and the related Antigen. In any
such case, Provider may grant one or more third parties commercial
licenses with respect to antibodies specific for the applicable
Antigen, or conduct commercialization of such antibodies itself.
10. In no event shall Provider be liable for any use by Recipient of the
Materials or for any loss, claim, damage, or liability, of any kind or
nature, that may arise from or in connection with this Agreement or
the use, handling, or storage of the Materials. The Recipient agrees
to indemnify and hold harmless Provider and Provider's officers,
agents, and employees from any liability, loss, or damage they may
suffer as a result of claims, demands, costs, or judgments against
them arising out of the use and disposition of the Materials by the
Recipient, except insofar as such liability arises out of the
negligence or wrongdoing of Provider or its officers, agents or
employees.
11. Recipient will use the Materials in compliance with all laws,
governmental regulations and guidelines, including without limitation
current NIH guidelines and any regulations or guidelines pertaining to
research with recombinant DNA that may be applicable to the Materials.
12. Provider and Recipient agree in principal, subject to the terms of a
definitive agreement, for Provider to license to Recipient on a non-
exclusive basis the right to develop and commercialize Medarex's in-
licensed anti-CTLA-4 intellectual property, technology and Provider's
anti-CTLA-4 human antibody in connection with cellular vaccines and
cellular therapy. The terms of such license will [*****] include
milestone payments, beginning upon [*****], equal to [*****] and
royalties equal to [*****]. To the extent that Recipient may develop
patents or patent applications on the use of anti-CTLA-4 antibodies in
connection with cellular vaccines or cellular therapy, Recipient and
Provider agree that Provider will have the right to out-license the
relevant patents and patent applications to potential licensees,
[*****].
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
4
13. [*****]
14. This Agreement, including its Schedule A and Schedule B, contains the
entire agreement between the Parties with respect to the subject
matter contained herein and supersedes any previous understandings,
commitments or agreements, oral or written. This Agreement may only be
amended with a written agreement signed by authorized representatives
of the Parties hereto.
15. This Agreement shall be governed by New Jersey law. The Parties hereby
submit to the exclusive jurisdiction of the courts of New Jersey in
all matters concerning this Agreement.
FOR MEDAREX INC. AND FOR IMMUNO-DESIGNED MOLECULES S.A.
GENPHARM INTERNATIONAL
Signature: /s/ X. Xxxxxxxx Signature: /s/ J. Romet-Lemonne
----------------------- ---------------------------
Name: XXXXXX X. XXXXXXXX Name: XXXX-LOUP ROMET-LEMONNE
Title: CHIEF EXECUTIVE OFFICER Title: PRESIDENT
Date: December 27, 1999 Date: December 27, 1999
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
5
SCHEDULE A
CONFIDENTIALITY PROVISIONS
Each Party (herein referred to as the "Disclosing Party") is in possession
of certain non-public confidential and/or proprietary information (such
information, whether in written or oral form and including summaries or
notes thereof, is hereinafter defined as the "Information") that it is
willing to disclose to the other Party (herein referred to as the
"Receiving Party") for the purpose of discussing a possible collaboration
involving Medarex's transgenic mouse and antibody technology.
The Receiving Party agrees on behalf of itself and its affiliates,
successors and assigns to accept such Information, which may be disclosed
in written or oral form, in accordance with the following terms:
1. The Receiving Party agrees not to disclose to anyone and to protect
the confidentiality of any and all Information disclosed to it under
this Agreement, with the exception of the following:
a) Information that, at the time of disclosure to the Receiving
Party, is generally known to the public;
b) Information that, after disclosure by the Disclosing Party
becomes part of the public knowledge by publication or
otherwise, except by breach of this Agreement;
c) Information that was in the Receiving Party's possession at
the time of disclosure but not acquired, directly or
indirectly, from the Disclosing Party, provided the
Receiving Party furnishes the Disclosing Party with
satisfactory written documentation thereof prior to any
disclosure of such Information to a third party;
d) Information that the Receiving Party receives from third
parties who have the legal right to disclose such
information, provided such Information was not obtained to
the knowledge of the Receiving Party by said third parties,
directly or indirectly, from the Disclosing Party on a
confidential basis.
2. The Receiving Party agrees that it will not use the Information that
it is required hereunder to keep confidential for any purpose other
than for the purpose described above.
6
SCHEDULE B
TERM SHEET
HuMAb-Mouse /(TM)/ Technology
The Collaboration
Medarex proposes to make the HuMAb-Mouse technology available to Immuno-
Designed Molecules S.A. to create antibodies for an antigen, or antigens,
of Immuno-Designed Molecules S.A. choice.
Demonstration Project
Medarex offers a free demonstration project to allow to work with the HuMAb
mice and develop a pool of high affinity, human antibodies for [*****]
antigens. The exact number of mice needed is to be determined. At Immuno-
Designed Molecules S.A.'s option, Medarex will perform immunizations,
derive hybridomas and characterize the resulting antibodies, using Immuno-
Designed Molecules S.A.'s antigen and assays, for a fee of [*****] per
antigen. Medarex can also develop assays, at a price to be determined.
Research License
Following the demonstration project, if Immuno-Designed Molecules S.A.
chooses to enter into a business collaboration, for a fee of [*****] per
antigen target, Medarex will grant a research license on a non-exclusive
basis for a [*****] period to allow Immuno-Designed Molecules S.A. to
evaluate the human antibodies to the antigen. This license may be renewed
for an additional fee of [*****] per antigen target for [*****].
Commercial License
An exclusive commercial license for the antibodies created by Immuno-
Designed Molecules will be granted for a fee of [*****] per antigen. If the
commercial license is obtained during the research license renewal period,
the renewal fee will be pro-rated and credited against the commercial
license fee. Immuno-Designed Molecules S.A. may proceed directly to the
commercial license for a target antigen without obtaining a research
license first. Commercial licenses are subject to availability.
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
7
Milestones
[*****]
Royalties
Annual Worldwide Sales
[*****]
***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
8
