EXHIBIT 10.1
DATED November 4, 1998
----------------------
PEPTIDE THERAPEUTICS LIMITED
- and -
XXX XXXXX AND COMPANY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COLLABORATION AGREEMENT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
AGREEMENT
This agreement is made on November 4, 1998 between PEPTIDE THERAPEUTICS
LIMITED (No. 2774777) whose registered office is at 321 Cambridge Science Park,
Xxxxxx Xxxx, Xxxxxxxxx, XX0 0XX, Xxxxxx
Xxxxxxx ("Peptide")
and
XXX XXXXX AND COMPANY whose registered office is at Lilly Corporate Center,
Xxxxxxxxxxxx, Xxxxxxx 00000, XXX ("Lilly").
Together referred to as "the Parties".
WHEREAS:
(A) Peptide has developed a system for the discovery of substrates and
the development of inhibitors of protease enzymes known as RAPiD
(Rational Approach to Protease Inhibitor Design);
(B) Lilly has a potential interest in acquiring rights to the RAPiD
technology and, prior to entering into such a transaction wishes to
evaluate the technology by carrying out a pilot study;
(C) In order to carry out the pilot study, Lilly has identified four
Target Proteases for which Peptide will use its RAPiD technology to
develop FRET based Substrates;
(D) Following successful completion of the Programme and written
notice by Lilly prior to December 31, 1999 to Peptide of its desire
to enter into a Technology Transfer Agreement, the Parties shall
negotiate in good faith a Technology Transfer Agreement.
IT IS AGREED as follows:
1. DEFINITIONS
1.1 "Arising IP" means any Intellectual Property resulting from the
Programme carried out by Peptide including the Data.
1.2 "Background IP" means all Intellectual Property owned by either
party prior to this Agreement or generated during the term of this
Agreement but not resulting from the Programme. For the avoidance of
doubt, the Parties recognize that Lilly owns all Intellectual
Property related to the Target Proteases and Peptide owns all
Intellectual Property related to RAPiD.
1.3 "Control Protease" means one of the Target Proteases that Lilly
chooses to use as a control in the Programme.
1.4 "Data" means the data relating to the Target Proteases generated
during the Programme by Peptide.
1.5 "FRET" means Fluorescence Resonance Energy Transfer.
1.6 "Know How" means all technical and scientific
information necessary or useful in developing Substrates not at
present in the public domain held in any form (including, without
limitation, that comprised in or derived from drawings, data,
formulae, specifications, notes, chemical compounds, computer
software, component lists, instructions, manuals, reports and
process descriptions).
1.7 "Intellectual Property" means any and all interest, whether legal or
beneficial, arising under the laws of England or elsewhere in
patent, copyright, design right, rights in confidentiality, trade
xxxx rights and any other analogous rights, applications for any of
the foregoing (and the right to make such applications) including
Know How.
1.8 "Press Release" means the press release to be released by Peptide on
the signing of this Agreement as set out in Addendum III
1.9 "Programme" means a programme of work whereby Peptide will apply
RAPiD to each of the four Target Proteases supplied by Lilly as set
out in more detail in Addendum II. The purpose of the Programme is
to identify a Substrate for each Target Protease.
1.10 "RAPiD" means Peptide's proprietary system for discovering
substrates and developing inhibitors of protease enzymes.
1.11 "Report" means a report summarizing the Data for all the Target
Proteases to be provided by Peptide to Lilly.
1.12 "Substrate" means a FRET substrate for a Target
Protease
1.13 "Target Proteases" means up to four proteases to be supplied by
Lilly to Peptide.
1.14 "Technology Transfer Agreement" means the agreement to be entered
into by the Parties allowing for the transfer of the RAPiD
technology by Peptide to Lilly consistent with the terms described
in Addendum I and other terms which are customary under similar
circumstances.
2. THE PROGRAMME
2.1 As soon as reasonably practicable following signing this Agreement,
Lilly shall provide Peptide with sufficient quantity of each of the
Target Proteases required for the Programme and any information
necessary or useful for the assay of each of the Target Proteases.
2.2 Peptide agrees to use reasonable endeavours to carry out the
Programme and to deliver to Lilly the Report and the Data for each
of the Target Proteases by December 31, 1998 or as soon as is
reasonably practicable. In addition, if Peptide has identified a
FRET Substrate for any of the Target Proteases, Peptide will supply
Lilly with approximately 10 mg of such Substrate for evaluation
by Lilly. If the generic library does not give a hit for a Target
Protease, then Peptide shall still supply any Data to Lilly for
evaluation.
2.3 Lilly, at its sole option, may enter into a Technology Transfer
Agreement with Peptide by providing Peptide with notice of the same
at any time during the Option Period pursuant to terms negotiated by
the parties in good faith that are consistent with the terms
described in Addendum I and other terms that are customary under
similar circumstances. For purposes of this Agreement the term
"Option Period" shall mean the period commencing on the effective
date of this
Agreement and ending on the later of either: (i) December 31,
1999 or (ii) four months after Lilly has received all Data,
Substrates and Report as contemplated under this Agreement.
3. CONSIDERATION
In consideration of Peptide carrying out the Programme, Lilly agrees to
make payments to Peptide after signing this Agreement, exclusive of any
applicable sales taxes in the following manner:
[]*
Notwithstanding anything to the contrary in this Agreement, under no
circumstance shall Lilly make payments to Peptide under this Agreement in
excess of
(i) []* and
(ii) $400,000 in aggregate of all services contemplated under this
Agreement.
4. INTELLECTUAL PROPERTY
4.1 All Background IP shall remain the property of the party owning such
Background IP prior to this Agreement.
4.2 All Arising IP, all Data and any Substrates shall be the property of
Peptide.
4.3 Lilly shall have an exclusive, worldwide, perpetual, royalty-free
license for Arising IP, Data and Substrate relating to each Target
Protease that it has paid the []* license fee for under 3, above.
----------
* This portion of the Exhibit has been omitted pursuant to a request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The Complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
4.4 Peptide shall, at the request of Lilly, file any patent applications
covering Arising IP at Lilly's cost. Such patent applications shall
be filed in the name of Peptide and shall form part of the license
to Lilly in 4.3 above.
4.5 If Lilly does not exercise its option to take a license under 3
(iii) above for a Target Protease then Lilly shall have no rights to
use any of the Arising IP, Data or Substrate for that Target
Protease at any time for any purpose whatsoever.
5. CONFIDENTIALITY
The Parties hereby acknowledge that the Confidentiality Agreement dated
September 3, 1998 entered into between the Parties covers all aspects of
the handling of Confidential Information anticipated by this Agreement.
Background IP, Arising IP and Data shall be included as Confidential
Information.
6. WARRANTIES AND UNDERTAKINGS
The Parties exclude to the fullest extent permitted by law any warranties,
conditions, undertakings or terms implied by operation of law (statutory
or otherwise).
7. ASSIGNMENT
Neither party shall assign or transfer or purport to assign or transfer
any of its rights or obligations under this Agreement except with the
prior written consent of the other party save that either party may at any
time assign or transfer any of its rights or obligations under this
Agreement to any of its Affiliates. Affiliates for the purpose of this
Agreement shall mean any entity Controlled by such party. Controlled shall
mean direct or indirect beneficial ownership of fifty percent (50%) or
more of the voting income or equity interest in a business entity. This
Agreement shall be binding upon and shall inure to the benefit of the
Parties hereto, their successors and assigns.
8. COSTS
Except as otherwise expressly provided in this Agreement, each party shall
pay its own costs of and incidentals to the negotiation, preparation,
execution and implementation by it of this Agreement and of all other
documents referred to in it.
9. FURTHER ASSURANCE
Each party shall, at its own cost, do and execute or procure to be done
and executed all necessary acts, deeds, documents and things reasonably
within its power to give effect to this Agreement.
10. GENERAL
10.1 This Agreement constitutes the entire agreement between the Parties
relating to the subject matter of this Agreement (except for the
Confidentiality Agreement dated September 3, 1998) and supersedes
all previous such agreements whether made orally or in writing.
10.2 No variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the Parties.
10.3 The failure to exercise or delay in exercising right or remedy under
this Agreement shall not constitute a waiver of the right or remedy
or a waiver of any other rights or remedies and no single or partial
exercise of any right or remedy under this Agreement shall prevent
any further exercise of the right or remedy or the exercise of any
other right or remedy.
10.4 Nothing in this Agreement shall be construed as creating a
partnership between the Parties or as constituting either party as
the agent of the other party for any purpose whatsoever and neither
party shall have the authority or power to bind the other party or
to contract in the name of or create a liability against the other
party in any way or for any purpose.
10.5 If the performance of any part of this Agreement by either party, or
of any obligation under this Agreement, is prevented, restricted,
interfered with or delayed by reason of any cause beyond the control
of the party liable to perform, unless conclusive evidence to the
contrary is
provided, the party so affected shall, upon giving written notice to
the other party, be excused from such performance to the extent of
such prevention, restriction, interference or delay, provided that
the affected party shall use its best efforts to avoid or remove
such causes of non-performance and shall continue performance with
the utmost dispatch whenever such causes are removed. When such
circumstances arise, the Parties shall discuss what, if any,
modification of the terms of this Agreement may be required in order
to arrive at an equitable solution.
11. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and the Parties
hereto hereby irrevocably submit to the non-exclusive jurisdiction of the
English Courts.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of
which, when executed and delivered, shall be an original, but all the
counterparts together shall constitute one and the same instrument.
13. TERM
This Agreement will expire upon the end of the Option Period as set
forth in 2.3, above, unless earlier terminated by Lilly in writing to
Peptide.
14. ANNOUNCEMENTS
The Parties agree that immediately following the execution of this Agreement the
Press Release may be released by Peptide. No other public announcement,
communication or circular (other than to the extent required by law, the London
Stock Exchange Limited or the panel on take-overs and mergers or any other
regulatory body in any jurisdiction) concerning the transactions referred to in
this Agreement shall be made or dispatched by either party for so long as this
Agreement continues in force without the prior written consent of the other
party, such consent not to be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the Parties, through their authorized officers, have
executed this Agreement as of the date first written above.
PEPTIDE THERAPEUTICS LIMITED
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------
Title: Commercial Director
---------------------------
XXX XXXXX AND COMPANY
By: /s/ [ILLEGIBLE]
------------------------------
Name: [ILLEGIBLE]
----------------------------
Title: November 4, 1998
---------------------------
Addendum I
Term of the agreement for a License to the RAPiD technology: 10 years
License fee to RAPiD and Libraries (improvements and upgrades) and technology
to develop Protease inhibitors:
[]*
----------
* This portion of the Exhibit has been omitted pursuant to a request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The Complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
Addendum II
Work Programme
For each of the Target Proteases received by Peptide from Lilly, Peptide will
endeavour to:
1. Set up a protease assay using assay conditions received from Lilly, if
available.
2. Screen generic RAPiD library with the protease. The generic library contains
over [ ]* FRET compounds that are potential protease substrates.
3. Analyse substrates cleaved using Peptide's FOCUS software, and provide Lilly
with this data, including in the FOCUS software format.
4. With Lilly, identify which substrates to synthesise as single compounds
for further analysis.
5. Synthesise single substrate compounds and determine kinetics on these
compounds.
6. Provide Lilly with a report describing the work carried out, the data on
the substrates, and [ ]* of one of the substrates (if available).
7. []*
----------
* This portion of the Exhibit has been omitted pursuant to a request for
Confidential Treatment under Rule 406 of the Securities Act of 1933, as
amended. The Complete Exhibit, including the portions for which confidential
treatment has been requested, has been filed separately with the Securities
and Exchange Commission.
Addendum III
The Press Release
Peptide Therapeutics Group plc
Collaboration with Xxx Xxxxx on development of protease inhibitors
Peptide Therapeutics Group plc ("Peptide") (Cambridge, UK) announces that it has
entered into a research collaboration with Xxx Lilly and Company ("Lilly")
(Indianapolis, USA). Under the terms of the agreement, Peptide will apply its
proprietary `RAPiD' protease inhibitor drug discovery technology to four
protease targets provided by Lilly.
Xxxx Xxxxx, CEO of Peptide said "We are delighted to be working with such a
significant corporate partner as Lilly. RAPiD is already being applied to
several in-house and collaborative programmes and the addition of Lilly as
another partner provides further endorsement of the technology's potential."
Enquiries:
Peptide Therapeutics Group plc Tel: 00000 000000
Dr Xxxx Xxxxx, CEO
Financial Dynamics Tel: 0000 000 0000
Xxxx Xxxx
NOTES TO EDITORS
1. RAPiD
Peptide's proprietary RAPiD (Rational Approach to Protease Inhibitor Design)
technology exploits novel combinatorial and medicinal chemistry techniques, and
enables the rapid development of potent and selective protease inhibitor drugs.
RAPiD can be applied to all classes of proteases and, in addition to inhibitors,
also provides substrates (suitable for high throughput screening), a wealth of
structure activity relationship data for the protease, and probe inhibitors for
drug target validation.
Peptide is applying its RAPiD technology internally to develop protease
inhibitor drugs for several diseases but is also commercialising the technology
through collaborations with pharmaceutical companies.
2. Peptide
Peptide is a biopharmaceutical development company based in Cambridge, UK.
Peptide's strategy is to discover novel drugs and vaccines using innovative
proprietary
technologies and to develop these products through royalty-bearing alliances
with leading pharmaceutical companies who will then complete the development and
manufacture and market the product.
