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Size, homogeneity and aggregation aSEC Used to assess purity and estimate size and aggregation state of antibody samples. Higher levels of monomer and low levels of high molecular weight (HMW) and low molecular weight (LMW) species are desired. Purity levels of >90% monomer and <5% HMW are desired for most downstream a... |
Identity and homogeneity MS Used to confirm the identity of antibody samples by matching observed mass to sequence predicted mass. Mass confirmation within the expected mass error range of the mass spectrometer is desired to confirm molecular identity. The majority of antibodies produced through AbCellera's high-throug... |
Hydrophobicity and homogeneity aHIC Used to assess the hydrophobicity and heterogeneity of antibody samples. Higher levels of a single species (main peak) having shorter retention time indicative of low hydrophobicity is desired. Hydrophobicity is benchmarked against published antibodies in clinical development. The ma... |
Thermal stability nDSF Used to assess the thermal stability of antibody samples. Tm and Tagg data are provided, where Tm is the thermal stability as measured by intrinsic fluorescence, and Tagg is the thermal stability as measured by the onset of light scattering due to temperature-induced aggregation. Higher thermal s... |
Propensity for self-interaction AC-SINS Used to assess the propensity for antibodies to self-interact. Lower AC-SINS scores are desired. AC-SINS scores are benchmarked against published antibodies in clinical development. The majority of antibodies produced through AbCellera's high-throughput production platform have l... |
Polyreactivity BVP-ELISA Used to assess the propensity for antibodies to demonstrate nonspecific binding. Lower BVP scores are desired. BVP scores are benchmarked against published antibodies in clinical development. The majority of antibodies produced through AbCellera's high-throughput production platform have low BV... |
Schedule 1.7 Existing AbCellera Background Patents |
Title of Patent Application Nos. Patent Nos. (US unless otherwise noted) |
Methods for Assaying Cellular Binding Interactions 17/477,011 17/343,806 17/581,289 17/731,270 9,188,593 10,107,812 10,274,494 10,466,241 10,578,618 10,697,962 10,718,768 10,746,737 10,775,376 10,775,377 10,775,378 10,794,910 10,753,933 |
System and Method for Microfluidic Cell Culture 17/344,991 17/582,536 10,087,408 10,421,936 10,704,018 10,738,270 11,072,772 |
Microfluidic Devices and Methods for use Thereof in Multicellular Assays of Secretion PCT/CA2014/000304 CA 2,906,231 US 17/369,425 JP 2021078503 EP 3865212 AU 2022202333A1 NZ 711723 KR 10-2022-7017252 CN 201480031128.2 CN 201811043498.4 CN 202210358773 10,725,024 JP 6608803 JP 6825065 AU 2014245806 AU 2020200414 EP 297... |
Devices and Methods for Cellular Secretion Analysis PCT/CA2017/050341 AU 2017233729 US 16/081,401 IN 201847038820 CN 201780030152 KR 20220035416 JP 2022036969 CA 3,015,237 EP 17765619.6 JP 6980683 KR 102362176 |
Methods for determining lymphocyte receptor chain pairs PCT/CA2015/000328 CA 2,947,320 EP 21151890 US 17/835,220 10,400,281 11,371,166 EP 3146079 EP 3517625 |
Methods and Devices for Analyzing Particles PCT/CA2016/000031 CA 2974632 EP 20197858 10,760,121 11,434,530 EP 3253911 DK 3253911 |
Highly Parallel Assays for Simultaneous Identification of Antibody Sequences and Binding Partners PCT/CA2016/000323 US 17/321,645 CA 3,007,846 EP 3394326 |
Measurement and comparison of immune diversity by high-throughput sequencing PCT/US2011/035507 US 16/931,102 9,234,240 9,290,811 10,196,689 10,774,382 EP 2566984 CA 2,796,822 |
Measurement and comparison of immune diversity by high-throughput sequencing PCT/US2014/014670 US 17/009,386 9,909,180 10,774,383 |
Detection of isotype profiles as signatures for disease PCT/US2012056911 JP 2018007689 EP 2758550 (in force in DE, FR, UK, CH) CN 104271759 JP 6198736 CA 2848516 |
Methods of sequencing the immune repertoire PCT/US2014/029241 CA 2,905,505 CN 114107458 US 17/018,060 EP 2970958 EP 3327123 EP 3611262 CN 105189748 HK 1255869 |
Methods and compositions for tagging and analyzing samples PCT/US2014/029393 CA 2,905,517 US 17/486,771 10,058,839 10,722,858 11,161,087 EP 2970959 EP 3415626 CN 105189749 |
Compositions and methods for analyzing heterogeneous samples PCT/US2012/056416 CA 3,067,612 EP 2758538 HK 1200495 |
Transgenic animals and methods of use PCT/US2011/45333 US 17/77545 JP 2020194804 JP 6482757 JP 6801030 10,881,084 AU 2011286185 CA 2806233 CN 103025884 IN 330656 EP 2597945 IL 224327 RU 2580017 |
Methods for producing Fabs and bispecific antibodies PCT/2014/024688 EP 2970435 10,047,167 10,294,307 10,562,982 |
IgG bispecific antibodies and processes for preparation PCT/US2016/014313 EP 16704512 US 16/932215 10,774,156 |
Methods for producing Fabs and IgG bispecific antibodies PCT/US2017/066296 US 16/465689 EP 17826058 |
Schedule 6.2.2 |
Approved Third Party Subcontractors |
Animal Husbandry: |
University of British Columbia |
Shipping Address: Housing Address: |
University of British Columbia University of British Columbia |
Animal Care Services Animal Care Services |
The Centre for Comparative Medicine Jack Bell Research Centre |
4145 Wesbrook Mall 127-2660 Oak Street |
Vancouver, BC V6T 1W5 Vancouver, BC V6H 3Z6 |
Canada Canada |
Camelid Immunizations: |
Abcore, Inc. |
405 Maple Street, Suite A106 |
Ramona, CA 92065 |
Cedarlane Labs |
4410 Paletta Court |
Burlington, Ontario L7L 5R2 |
Canada |
Gene Synthesis: |
Integrated DNA Technologies, Inc. |
1710 Commercial Park |
Coralville, IA 52241 |
Gene Synthesis and Antibody Expression: |
GenScript USA Inc. |
860 Centennial Ave. |
Piscataway, NJ 08854 |
ATUM |
37950 Central Court |
Newark, CA 94560 |
Schedule 11.2 AbCellera Disclosure Schedule |
Contested Proceedings |
Matter 1: |
AbCellera and the University of British Columbia (collectively, "Plaintiffs") filed three district court actions against Berkeley Lights, Inc. ("BLI") alleging infringement of several patents listed in Schedule 1.4 supra: first action on July 9, 2020, in the United States District Court for the District of Delaware, al... |
In July 2021, BLI filed the first of three separate petitions seeking inter partes review ("IPR") of several of the asserted patents. BLI then moved to stay the pending district court cases which AbCellera opposed. In August 2021, the district court stayed the patent litigation pending the outcome of the IPRs. AbCeller... |
In sum, as of the date of this Agreement, there are three pending district court cases and one IPR involving several of the patents listed in Schedule 1.4. |
Matter 2: |
On October 14, 2022, Sabariah Schrader (Executrix of the Estate of John William Schrader) and ImmVivos Pharmaceuticals Inc. (collectively, "Plaintiffs") sued Carl Lars Genghis Hansen; Thermopylae Holdings Ltd.; AbCellera Biologics Inc.; AbCellera Properties Inc.; AbCellera Properties Columbia Inc.; AbCellera Properties... |
Schedule 11.2.7 Existing In-License Agreements |
1. License Agreement between the University of British Columbia and AbCellera Biologics Inc., dated December 16, 2013 and amended February 12, 2015 and November 18, 2021. |
2. Exclusive Equity Agreement between the Board of Trustees of the Leland Stanford Junior University and Lineage Biosciences, Inc. (a wholly-owned subsidiary of AbCellera Biologics Inc.), dated February 11, 2015. |
3. License Agreement between Alloy Therapeutics, LLC and AbCellera Biologics Inc., dated March 19, 2020. |
4. Amended and Restated Carolina New Enterprise Opportunity Program License Agreement between the University of North Carolina at Chapel Hill and Dualogics, LLC, dated February 22, 2019. Dualogics subsequently assigned its rights and obligations under this Agreement to AbCellera in a Sublicense Agreement dated June 26,... |
Schedule 14.2.2 ADR Procedures |
The Parties recognize that from time to time a dispute may arise relating to either Party's rights or obligations under this Agreement. The Parties agree that any such dispute shall be resolved by the Alternative Dispute Resolution (ADR) provisions set forth in this Schedule, the result of which shall be binding upon t... |
1. To begin an ADR proceeding, a Party shall provide written notice to the other Party of the issues 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 ADR, add additional issues to be resolved within the same ADR. |
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 any disputes in this ADR proceeding. If the Parties are unable to agree on a mutually acceptable neutral within ... |
3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after selection, the neutral(s) 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(s) shall design... |
4. At least seven (7) days prior to the hearing, each Party shall submit the following to the other Party and the neutral(s): |
(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 rulings and remedies shall not contain any recitation of the facts or any legal arguments and shall not exceed one (1) page per issue. The Parties agree that neither side ... |
(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-examination... |
(c) The Party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address 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. Thereaf... |
(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(s) 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(s) 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... |
7. The neutral(s) 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 of the Parties on each disputed issue but may adopt one Party's proposed rulings and remedies on some issues and the other Part... |
8. The neutral(s) 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(s) rule(s) in favor of one Party on all disputed issues in the ADR, the losing Party shall pay 100% of such fees and expenses. |
(b) If the neutral(s) rule(s) in favor of one Party on some issues and the other Party on other issues, the neutral(s) shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the Parties. The neutral(s) shall allocate fees and expenses in a way that bears a reaso... |
9. The rulings of the neutral(s) 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 ARTICLE 10 (Confidentiality) of the Agreement or as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings shall be deemed Confidential Information of both Parti... |
11. All ADR hearings shall be conducted in the English language. |
Confidential EXECUTION VERSION |
OPTION AGREEMENT between OPSIDIO, LLC and ABBVIE GLOBAL ENTERPRISES LTD. Dated as of December 14, 2020 |
TABLE OF CONTENTS |
ARTICLE 1 DEFINITIONS ....................................................................................................... 1 |
ARTICLE 2 MANAGEMENT ................................................................................................. 16 |
2.1 Joint Governance Committee. ........................................................................... 16 |
2.2 General Provisions Applicable to the JGC. ........................................................ 17 |
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