XOMA 10K, CAT licence agreement...
sec.gov
PAYMENTS
3.1 Fees. In consideration for XOMA's execution of this Agreement, including without limitation the license and other rights granted in Sections 2.1 and 2.2 and the release provided by Section 2.8, CAT shall enter into the Library License and pay XOMA a non-refundable fee of Four Million Three Hundred Fifty Thousand United States Dollars (US$4,350,000), payable in installments as follows:
(a) the first such installment, in the amount of Two Million United States Dollars (US$2,000,000), shall be due on or before December 30, 2002 and payable in cash; and
(b) the second such installment, in the amount of Two Million Three Hundred Fifty Thousand United States Dollars (US$2,350,000), shall be due on or before February 15, 2003 and payable in cash.
3.2 Royalties. (a) During the term of this Agreement, CAT shall pay to XOMA (i) a royalty in cash equal to [*] percent ([*]%) of Net Sales of Products other than Diagnostic Products in each calendar quarter and (ii) a royalty in cash equal to[*] percent ([*]%) of Net Sales of Diagnostic Products in each calendar quarter, in each case commencing with the first calendar quarter ending after
the Effective Date. Notwithstanding the foregoing, CAT shall have the option of reducing the royalty rate with respect to any particular Product (but only such Product) to [*]% by making a one-time cash payment in the amount of (A) [*]
Dollars (US$[*]) to XOMA, provided such payment is made within thirty (30) days of the granting of Marketing Authorization for such Product in the first Major
Market in which such a Marketing Authorization is granted, or (B) [*] Dollars (US$[*]) to XOMA, provided such payment is made within thirty (30) days of administration of such Product to the first human subject in the first Phase III
Clinical Trial of such Product. Timely payment of the applicable amount set forth in the immediately preceding sentence (i) shall mean the license hereunder shall be fully paid up with respect to the Product as to which such payment was made and (ii) shall serve to reduce the royalty obligation as provided above with respect to all variations in dosage or formulation, any additional indications and any changes in manufacturing with respect to such Product. Any
royalty otherwise due hereunder on Net Sales of the CAT-152 (lerdelimumab) human anti-TGF(beta)2 monoclonal antibody, as more fully described in the Investigational New Drug Application submitted to the U.S. Food & Drug
Administration in November 2002, is hereby reduced to [*]%.
(b) Royalties due under this Article 3 shall be payable on a country-by-country and Product-by-Product basis from the first commercial sale of such Product until the expiration of the last-to-expire XOMA Patent Right in
such country during the time and with respect to which a Valid Claim covers the manufacture, use, sale, offer for sale, import or export of such Product in such country. CAT shall be obligated to make only one royalty payment for each such Product regardless of how many Valid Claims within
the XOMA Patent Rights may cover said Product.
(c) In order to assist in the understanding of the provisions of Section 1.22 and Section 3.2, the following non-limiting examples are provided. Each example assumes that the transactions described therein are bona fide, arms'
length transactions pursuant to legal, valid and binding agreements.
Example 1A: Facts: CAT uses Antibody Phage Display to identify a Licensed Immunoglobulin which it subsequently sells directly or through an agent.
Result: CAT owes a royalty to XOMA.
Example 1B: Facts: CAT uses Antibody Phage Display to identify a Licensed Immunoglobulin which it subsequently licenses to a Third Party for such Third Party to sell directly or through an agent or sublicensee.
Result: CAT owes a royalty to XOMA.
Example 2: Facts: A CAT Collaborator uses Licensed Antibody Phage Display Materials to identify a Licensed Immunoglobulin which, by or on its own behalf, it subsequently sells directly or through an agent or licensee.
Result: CAT and the CAT Collaborator do not owe a royalty to XOMA.
This is true regardless of whether CAT is paid a royalty or other consideration contingent on the sales.
Example 3: Facts: A CAT Collaborator provides CAT with a pre-existing Immunoglobulin or Target, and CAT uses Licensed Antibody Phage Display Materials to find an optimized Licensed Immunoglobulin and retains no ownership interest in the Licensed Immunoglobulin.
Result: CAT and the CAT Collaborator owe no royalty to XOMA. This is true regardless of whether CAT is paid a royalty or other consideration contingent on amount of sales.
Example 4A: Facts: A CAT Collaborator or CAT uses Licensed Antibody Phage Display Materials to identify a Licensed Immunoglobulin which, in a fifty/fifty joint venture that includes CAT, is sold directly or through an agent or licensee.
Result: CAT owes a royalty to XOMA.
Example 4B: Facts: A CAT Collaborator provides Targets to CAT who uses Licensed Antibody Phage Display Materials to identify a Licensed Immunoglobulin. The CAT Collaborator and CAT agree to jointly develop the Licensed Immunoglobulin. CAT retains ownership of the Licensed Immunoglobulin, which is subsequently sold directly or through an agent or licensee.
Result: CAT owes a royalty to XOMA.... |
