text stringlengths 1 5.46k |
|---|
Schedule 10.2 |
Heptares Disclosures |
In respect of Section 10.2.16(ii), Heptares has not yet commenced FTO searching in relation to the Reserved Option Programs. |
Schedule 10.2.1 |
Existing Patents |
See attached. |
Schedule 10.7 |
Representations and Warranties for Updated Disclosure Schedule |
1. All Heptares Patents existing as of the date of delivery of the applicable Option Data Package that claim or cover the Heptares Platform are listed on Schedule 10.2.1(●) (the "Updated Existing Patents"). |
2. All Updated Existing Patents are subsisting and are not invalid or unenforceable, in whole or in part. |
3. There are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Heptares or any of its Affiliates relating to the Updated Existing Patents, or the Heptares Know-How. |
4. No claim or litigation has been brought or, to the Knowledge of Heptares, threatened by any Person alleging, and Heptares has no Knowledge of any claim, whether or not asserted, that (a) the Updated Existing Patents or the Heptares Know-How are invalid or unenforceable, or (b) the Updated Existing Patents, or the He... |
5. To the Knowledge of Heptares, the conception, discovery, development, and reduction to practice of any technology within the Heptares Platform, any Compound, Product, Heptares Patent, and Heptares Know-How used in respect of the applicable Option Program did not violate, infringe, misappropriate, or otherwise confli... |
6. Heptares is (a) the sole and exclusive owner of the entire right, title and interest in the Updated Existing Patents listed on Schedule 10.2.1(●), Part A (the "Updated Owned Patents") and the Heptares Know-How and (b) the sole and exclusive licensee of the Updated Existing Patents listed on Schedule 10.2.1(●), Part ... |
7. As of the date of delivery of the applicable Option Data Package, none of Heptares, its Affiliates and any Third Party is in breach of any In-License Agreement and each In-License Agreement is in full force and effect. |
8. The Exploitation of the Compounds and the Products as contemplated as of the date of delivery of the applicable Option Data Package are not subject to any other license or agreement to which Heptares or any of its Affiliates is a party other than the In-License Agreements. |
9. The Updated Owned Patents and Updated In-Licensed Patents constitute all of the Updated Existing Patents. |
10. To the Knowledge of Heptares, Heptares had the right to use all Information and Patents necessary to conduct all Research Plan Activities for the applicable Option Program which it is responsible performing. |
11. The Updated Existing Patents are being diligently prosecuted in the respective patent offices in the Territory in accordance with Applicable Law. |
12. The Updated Existing Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment. |
13. Neither Heptares nor any of its Affiliates has previously entered into any agreement that is inconsistent with the rights and licenses granted to AbbVie under this Agreement, whether written or oral, with respect to the assignment, transfer, license, conveyance or encumbrance of, or otherwise assigned, transferred,... |
14. To the Knowledge of Heptares, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Updated Existing Patents or the Heptares Know-How. |
15. True, complete, and correct copies (as of the date of delivery of the applicable Option Data Package) of all In-License Agreements have been provided to AbbVie prior to the date of delivery of the applicable Option Data Package. |
16. The information provided to AbbVie in respect of the Existing Patents is true, complete and correct; |
17. As of the date of delivery of the applicable Option Data Package, Heptares and its Affiliates have generated, prepared, maintained, and retained all Regulatory Documentation relating to the Option Program that is required to be maintained or retained pursuant to and in accordance with GLP and GCP as applicable and ... |
18. The conduct of (i) the Research Plan Activities that use or apply the Heptares Platform, and (ii) to the Knowledge of Heptares, all other Research Plan Activities and the Exploitation of the Compounds and the Products, in each case (i) and (ii), as contemplated herein, will not infringe or misappropriate any Patent... |
19. The conception, development, and reduction to practice of the Updated Existing Patents, and Heptares Know-How existing as of the date of delivery of the applicable Option Data Package have not constituted or involved the misappropriation of trade secrets or other rights or property of any Person. |
20. In respect of the pending patent applications included in the Updated Existing Patents, Heptares and its Affiliates have presented all relevant references, documents, or information of which it and the inventors are aware to the relevant patent examiner at the relevant patent office. |
21. The Updated Existing Patents represent all Patents within Heptares' or its Affiliates' ownership or Control relating to the Heptares Platform, the Compounds and the Products, or the Exploitation thereof, as of the date of delivery of the applicable Option Data Package. |
22. Each of the Updated Existing Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Updated Existing Patent is issued or such application is pending. |
23. Each Person who has or has had any rights in or to any Updated Owned Patents or any Heptares Know-How, has assigned pursuant to Applicable Law or a contract of employment or has executed an agreement assigning its entire right, title, and interest in and to such Updated Owned Patents and Heptares Know-How to Heptar... |
24. To the Knowledge of Heptares no rights or licenses are required under the Updated Existing Patents or Heptares Know-How for conduct of the Research Plan Activities or for AbbVie to Exploit the Compounds and the Products as contemplated herein other than those granted under Section 6.1. |
25. All rights in all inventions and discoveries, made, developed, conceived or reduced to practice by any employee or independent contractor of Heptares or any of its Affiliates during the course of their employment (or other retention) by Heptares or such Affiliate, and relating to or included in Heptares Know-How or... |
26. The Heptares Know-How has been kept confidential or has been disclosed to Third Parties only under terms of confidentiality. To the Knowledge of Heptares, no breach of such confidentiality has been committed by any Third Party. |
27. To the Knowledge of Heptares neither Heptares nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority, failed to disclose a material fact required to be disclosed t... |
28. Neither Heptares nor any of its Affiliates has any Knowledge of anything that could adversely affect the acceptance, or the subsequent approval, by any Regulatory Authority of any filing, application or request for any Regulatory Approval for a Compound or a Product. |
29. Neither Heptares nor its Affiliates have ever been, are not currently, nor are they the subject of a proceeding that could lead to it or its Affiliates becoming a Debarred Entity, Excluded Entity or Convicted Entity and it and its Affiliates will not use in any capacity, in connection with the obligations to be per... |
30. The representations and warranties of Heptares in this Agreement, and the Information, documents and materials furnished to AbbVie in connection with its period of diligence prior to the date of delivery of the applicable Option Data Package, do not, taken as a whole, (a) contain any untrue statement of a material ... |
31. Heptares has made (and will make) available to AbbVie all Heptares Know-How and other Information in its Control specifically related to the Compounds and the Products and all such Heptares Know-How and other Information are (and, if made available after the date of delivery of the applicable Option Data Package, w... |
32. Heptares has not granted any license relating to the Licensed Technology that would conflict with the rights or licenses granted or to the granted to AbbVie hereunder. |
33. The summary attached hereto as Schedule 33 describes in detail all material adverse information with respect to the safety and efficacy of the Compounds and the Products of which Heptares or any of its Affiliates has any Knowledge. |
34. Neither Heptares nor any of its Affiliates has any Knowledge of any scientific or technical facts or circumstances that would adversely affect the scientific, therapeutic, or commercial potential of the Compounds or Products. |
35. Heptares has complied in all material respects with the covenants set forth in Section 10.3, 10.4, and 10.5. |
Schedule 13.7.3 |
ADR Procedures |
Any Dispute referred to ADR under this Agreement shall be resolved as follows: |
1. To begin an ADR proceeding, a Party shall provide written notice to the other Party of the Dispute to be resolved by ADR. Within fourteen (14) days after its receipt of such notice, the other Party may, by written notice to the Party initiating the arbitration, add additional issues to be resolved within the same AD... |
2. Within twenty-one (21) days following the initiation of the ADR proceeding, the Parties shall select a mutually acceptable independent, impartial and conflicts-free neutral to preside in the resolution of all issues in this ADR proceeding. If the Parties are unable to agree on a mutually acceptable neutral within su... |
3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after selection, the Neutral shall hold a hearing to resolve each of the issues identified by the Parties. The ADR proceeding shall take place at a location agreed upon by the Parties. If the Parties cannot agree, the Neutral shall designate a ... |
4. At least seven (7) days prior to the hearing, each Party shall submit the following to the other Party and the Neutral: |
(a) a copy of all exhibits on which such Party intends to rely in any oral or written presentation to the Neutral; |
(b) a list of any witnesses such Party intends to call at the hearing, and a short summary of the anticipated testimony of each witness; |
(c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed ruling shall not contain any recitation of the facts or any legal arguments, and the proposed remedy shall not include any punitive damages. The proposed ruling and the pr... |
(d) a brief in support of such Party's proposed rulings and remedies; provided, that the brief shall not exceed twenty (20) pages. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. |
Except as expressly set forth in subparagraphs 4(a) - 4(d), no discovery shall be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. |
5. The hearing shall be conducted on two (2) consecutive days and shall be governed by the following rules: |
(a) Each Party shall be entitled to five (5) hours of hearing time to present its case. The Neutral shall determine whether each Party has had the five (5) hours to which it is entitled. |
(b) Each Party shall be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents, or other evidence, to cross-examine witnesses, and to make a closing argument. Cross-examination of witnesses shall occur immediately after their direct testimony, and cross-examinatio... |
(c) The Party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address therein not only issues it raised but also any issues raised by the responding Party. The responding Party, if it chooses to make an opening statement, also shall address all issues raised in the ADR.... |
(d) Except when testifying, witnesses shall be excluded from the hearing until closing arguments. |
(e) Settlement negotiations, including any statements made therein, shall not be admissible under any circumstances. Affidavits prepared for purposes of the ADR hearing also shall not be admissible. As to all other matters, the Neutral shall have sole discretion regarding the admissibility of any evidence. |
6. Within seven (7) days following completion of the hearing, each Party may submit to the other Party and the Neutral a post-hearing brief in support of its proposed rulings and remedies; provided, that such brief shall not contain or discuss any new evidence and shall not exceed ten (10) pages. This page limitation s... |
7. The Neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one (1) of the Parties on each disputed issue but may adopt one (1) Party's proposed rulings and remedies on some issues and the other... |
8. The Neutral shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: |
(a) If the Neutral rules in favor of one (1) Party on all disputed issues in the ADR, the losing Party shall pay one hundred percent (100%) of such fees and expenses. |
(b) If the Neutral rules in favor of one (1) Party on some issues and the other Party on other issues, the Neutral shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the Parties. The Neutral shall allocate fees and expenses in a way that bears a reasonable r... |
9. The rulings of the Neutral and the allocation of fees and expenses shall be binding, non-reviewable, and non-appealable, and may be entered as a final judgment in any court having jurisdiction. |
10. Except as provided in paragraph 9 or as required by law, the existence of the Dispute, any settlement negotiations, the ADR proceeding, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings shall be deemed to be Confidential Information of both Parties. The Neutral shall hav... |
11. All ADR proceedings shall be conducted in the English language. |
12. Each Party shall have the right to be represented by counsel in all aspects of any ADR proceeding. |
Execution Copy |
DB1/ 98647866.27 |
OPTION, COLLABORATION AND LICENSE AGREEMENT |
between |
ABBVIE BIOTECHNOLOGY LTD |
and |
MISSION THERAPEUTICS LIMITED |
Dated as of November 14, 2018 |
-i- |
DB1/ 98647866.27 |
SCHEDULES |
Schedule 1.15 Agreed Assays |
Schedule 1.54 Examples of DUB Hits, Restricted Mission Compounds and Unrestricted Mission Compounds |
Schedule 1.65 Definition of Excluded Mission Compound |
Schedule 1.86 Initially Excluded DUBs |
Schedule 1.87 Initially Excluded Mission Compounds |
Schedule 1.108 Mission Background Patents |
Schedule 1.117 Mission Patent Countries |
Schedule 1.141 Pre-Selected DUBs |
Schedule 1.157 Initial Research Plan |
Schedule 1.179 Suitable Biochemical Assays |
Schedule 4.9 Form of Confirmatory License Agreement |
Schedule 8.6 Form of Press Release |
Execution Copy |
OPTION, COLLABORATION AND LICENSE AGREEMENT |
This Option, Collaboration and License Agreement (the "Agreement") is made and entered into as of November 14, 2018 (the "Effective Date") by and between Mission Therapeutics Limited., an English company having a place of business at McClintock Building, Granta Park, Great Abington, Cambridge CB21 6GP, England ("Missio... |
RECITALS |
Whereas, AbbVie is a biopharmaceutical company engaged in, among other things, the research, development, manufacture and commercialization of therapeutic products. |
Whereas, Mission is a biopharmaceutical discovery company that has developed proprietary target and drug discovery technologies that may be applied to identify and select molecules directed to certain disease targets. |
Whereas, Mission and AbbVie desire to collaborate in the performance of a Research Program for the purpose of discovery and preclinical development of Licensed Compounds, in accordance with the terms and conditions set forth in this Agreement. |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.