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OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES HK Published 62021024332.0 09/24/2018 40034970 05/07/2021 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES IL Pending 273511 09/24/2018 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES IN Pending 202017012887 09/24/2018 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES JP Pending 2020-538759 09/24/2018 2020-534872 12/03/2020 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES KR Pending 10-2020-7012104 09/24/2018 10-2020-0120602 10/21/2020 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES US Issued 16/140,494 09/24/2018 US 2019-0093103 A1 03/28/2019 11,084,037 08/10/2021 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES US Issued 16/534,922 08/07/2019 US 2020-0001295 A1 01/02/2020 10,946,383 03/16/2021 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES US Pending 17/236,283 04/21/2021 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES US Closed |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES WO Completed PCT/US2018/052497 09/24/2018 |
OLIGONUCLEOTIDE ENCODED CHEMICAL LIBRARIES, RELATED SYSTEMS, DEVICES, AND METHODS FOR DETECTING, ANALYZING, QUANTIFYING, AND TESTING BIOLOGICS/GENETICS WO Pending PCT/US2021/015550 01/28/2021 WO 2021/155040 08/05/2021 |
CAPS FOR ASSAY DEVICES WO Pending PCT/US2021/027762 04/16/2021 |
ASSAY DEVICES FOR COMBINATORIAL LIBRARIES WO Pending PCT/US2021/027769 04/16/2021 |
Schedule 10.8 Representations and Warranties for Option Data Package Disclosure Schedule |
Plexium represents and warrants to AbbVie, as of the date of delivery of a complete Option Data Package, except as set forth in the applicable Option Data Package, as follows: |
1. A list of all Patents that comprise the Plexium Platform Patents and all Patents that comprise the Licensed IP with respect to the applicable Option Data Package, in each case, that are existing as of the date of delivery of the applicable Option Data Package are listed on Schedule 10.2.1 (the "Updated Existing Pate... |
2. all Updated Existing Patents are subsisting, and to the Knowledge of Plexium, valid and enforceable; |
3. there are no judgments or settlements, or amounts with respect thereto, owed by Plexium or any of its Affiliates relating to the Updated Existing Patents or the Plexium Background Technology, or Plexium Know-How; |
4. no claim or litigation has been brought or, to the Knowledge of Plexium, threatened by any Person alleging, and Plexium has no Knowledge of any claim, whether or not asserted, that (a) the Updated Existing Patents, the Plexium Background Technology, or the Plexium Know-How are invalid or unenforceable, or (b) the Up... |
5. to the Knowledge of Plexium, performance of the Research Plan Activities does not violate, infringe, misappropriate, or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Person; |
6. to the Knowledge of Plexium, the use of the Updated Existing Patents, the Plexium Background Technology, and the Plexium Know-How as contemplated by this Agreement does not violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any... |
7. Plexium is the sole and exclusive owner of the entire right, title and interest in the Updated Existing Patents listed on Schedule 10.2.1, the Plexium Background Technology, and the Plexium Know-How, each free of any encumbrance, lien, or claim of ownership by any Third Party. For the purpose of clarity, Section 10.... |
8. Plexium is entitled to grant the licenses specified in this Agreement; |
9. there are no agreements between Plexium or its Affiliates, on the one-hand, and any Third Party, on the other hand, under which AbbVie is granted a sublicense or other right under this Agreement, including with respect to the Updated Existing Patents, Plexium Background Technology and Plexium Know-How; |
10. neither Plexium nor any of its Affiliates has previously entered into any agreement, whether written or oral, and neither Plexium nor any of its Affiliates will enter into any agreement, that is inconsistent with the rights and licenses granted by Plexium to AbbVie under this Agreement; |
11. to the Knowledge of Plexium, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Updated Existing Patents, the Plexium Background Technology, the Plexium Know-How or any Plexium trade secret; |
12. the inventions claimed or covered by the Updated Existing Patents (a) were not conceived, reduced to practice, discovered, developed, or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency thereof, (b) are not a "subject... |
13. the conception, development, and reduction to practice of the Licensed IP have not constituted or involved the misappropriation of trade secrets or other rights or property of any Person; |
14. the Information furnished to AbbVie as part of the Option Data Package, do not, taken as a whole, (a) contain any untrue statements of material fact, or (b) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misl... |
15. neither Plexium 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 AbbVie or any designee of AbbVie, has failed to disclose a material fact that AbbVie or AbbVie's designee is required to disclose to t... |
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 with significant experience in the biopharmaceutical industry to preside in the resolution of all issues in this ADR proceeding. If the Parties ... |
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 mutually and reasonably agreed upon by the Parties. If the Parties cannot agree, the Ne... |
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, 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. |
Each Party shall have the right to be represented by counsel in all aspects of any ADR proceeding. |
CONFIDENTIAL EXECUTION VERSION |
COLLABORATION AND OPTION TO LICENSE AGREEMENT between PARVUS THERAPEUTICS INC. and ABBVIE GROUP INVESTMENTS LIMITED Dated as of March 19, 2024 |
CONFIDENTIAL |
TABLE OF CONTENTS |
Article 1 DEFINITIONS ............................................................................................................................... 5 |
Article 2 COLLABORATION MANAGEMENT ...................................................................................... 31 2.1 Joint Governance Committee ............................................................................................ 31 2.2 Working Groups .................................................... |
Article 3 INITIAL DEVELOPMENT ........................................................................................................ 35 3.1 Performance of the Research and Development Plan ....................................................... 35 3.2 Periodic Reports; Information Reports and License Option Exercise ... |
Article 4 LICENSE OPTION ..................................................................................................................... 40 4.1 License Option Grant to AbbVie ...................................................................................... 40 4.2 Exercise and Extension of the License Option ... |
Article 5 DEVELOPMENT AND COMMERCIALIZATION AFTER LICENSE OPTION EXERCISE ................................................................................................................................. 42 5.1 In General ..................................................................................................... |
Article 6 GRANT OF RIGHTS .................................................................................................................. 48 6.1 Grants to AbbVie on the Effective Date ........................................................................... 48 6.2 Grants to AbbVie on the License Option Effective D... |
Article 7 PAYMENTS AND RECORDS ................................................................................................... 53 7.1 Upfront Payment ............................................................................................................... 53 7.2 Option Exercise and Continuation Payments ........ |
Article 8 INTELLECTUAL PROPERTY .................................................................................................. 60 8.1 Ownership of Intellectual Property ................................................................................... 60 8.2 Prosecution and Maintenance of Patents .................... |
Article 9 DATA PRIVACY ........................................................................................................................ 70 9.1 Data Privacy and Security ................................................................................................. 70 |
Article 10 CONFIDENTIALITY AND NON-DISCLOSURE .................................................................. 72 10.1 Product Information Confidentiality Obligations ............................................................. 72 10.2 General Confidentiality Obligations ................................................ |
Article 11 REPRESENTATIONS AND WARRANTIES .......................................................................... 76 11.1 Mutual Representations and Warranties ........................................................................... 76 11.2 Additional Representations and Warranties of Parvus ........................ |
Article 12 INDEMNITY ............................................................................................................................. 83 12.1 Indemnification of Parvus ................................................................................................. 83 12.2 Indemnification of AbbVie .......... |
Article 13 TERM AND TERMINATION .................................................................................................. 87 13.1 Term .................................................................................................................................. 87 13.2 Termination for Material Breach ........ |
Article 14 MISCELLANEOUS .................................................................................................................. 95 14.1 Force Majeure ................................................................................................................... 95 14.2 Change in Control of Parvus ......... |
SCHEDULES |
Schedule 1.48 Certain Components |
Schedule 1.56 Corporate Names |
Schedule 1.83 Excluded Antigens |
Schedule 1.132 License Option Exercise Data Package |
Schedule 1.164 Parvus Licensed Know-How |
Schedule 1.165 Parvus Licensed Material |
Schedule 1.166 Parvus Licensed Patents |
Schedule 1.185 Product IP |
Schedule 1.193 PVT401 |
Schedule 1.202 Research and Development Plan |
Schedule 3.1.2 Approved Subcontractors |
Schedule 5.5 Technology Transfer Plan |
Schedule 8.2.1 Patent Roadmap |
Schedule 10.5 Public Announcements |
Schedule 11.2 Disclosures to Additional Representations and Warranties of Parvus |
Schedule 14.7.3 ADR Procedures |
COLLABORATION AND OPTION TO LICENSE AGREEMENT |
This Collaboration and Option to License Agreement (the "Agreement") is made and entered into effective as of March 19, 2024 (the "Effective Date") by and between Parvus Therapeutics Inc., a corporation organized under the laws of the Province of Alberta, Canada ("Parvus"), and AbbVie Group Investments Limited, a compa... |
RECITALS |
WHEREAS, Parvus Controls (as defined herein) certain intellectual property rights with respect to Licensed Compounds (as defined herein) and Licensed Products (as defined herein) in the Territory (as defined herein), related to the treatment of autoimmune diseases using nanoparticle-delivered disease-associated antigen... |
WHEREAS, Parvus wishes to grant, and AbbVie wishes to take, an exclusive option to an exclusive license under such intellectual property rights to Exploit (as defined herein) Licensed Compounds and Licensed Products in the Territory, in each case in accordance with the terms and conditions set forth below. |
NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows: |
ARTICLE 1 DEFINITIONS |
Unless otherwise specifically provided herein, the following terms shall have the following meanings: |
1.1 "AbbVie" has the meaning set forth in the preamble hereto. |
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