10. COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTS
The Company has an original agreement with Stryker to identify and develop
bone-inducing proteins and to develop dental therapeutics. In exchange for
research funding, future royalties and revenue from commercial manufacturing,
Creative developed OP-1 as a therapy for orthopaedic reconstruction and
cartilage regeneration, and supplied Stryker material for use in clinical
trials. Creative restructured its agreements with Stryker in November 1998 to
provide Stryker with the exclusive rights to manufacture OP-1 products in these
fields. At that time, Stryker acquired Creative's commercial manufacturing
operations. As a result, Stryker has the exclusive right to develop, market,
manufacture and sell products based on OP-1 proteins for use in orthopaedic
reconstruction and dental therapies and is required to pay the Company royalties
on such commercial sales.
Under the agreement with Stryker, as amended, Stryker has exclusive rights
to develop, market and sell products incorporating bone and cartilage-inducing
proteins developed under the research program, including OP-1, for use in the
field of orthopaedic reconstruction and dental therapeutics. The Company has
agreed not to undertake any bone morphogenic protein (BMP)-related research,
development or commercialization of any products in the fields of orthopaedic
reconstruction and dental therapeutics, on our own behalf or for third parties,
for the term of certain patents to the extent that the activities utilize
technology, patents or certain personnel acquired from Creative in the merger.
The Company has the exclusive and irrevocable right to develop, market and sell
products incorporating morphogenic proteins developed under the research
program, including OP-1, for all uses and applications other than orthopaedic
and dental reconstruction such as neurological diseases, osteoporosis, renal
failure and others. Subject to certain exceptions in connection with the
acquisition or merger of Stryker, Stryker has agreed not to undertake any
research, development or commercialization of any products in our field
(applications other than orthopaedic reconstruction and dental therapies), on
its own behalf or for third parties, for the term of those patents. Each company
has the right to grant licenses to third parties in their respective fields, and
each is obligated to pay royalties to the other on its sales of such products
and to share royalties received from licensees.
The Company maintains an exclusive license in our field under certain
patents and claims that were assigned to Stryker in November 1998 as part of the
sale of certain of Creative's manufacturing rights and assets to Stryker. In
addition, Stryker was granted an exclusive license under patents in Creative's
morphogen portfolio for use in the fields of orthopaedic reconstruction and
dental therapeutics.
In December 1996, Creative entered into a Research Collaboration and
License Agreement with Biogen to collaborate on the development of novel
therapeutics based on OP-1 for the treatment of renal disorders. The initial
focus of the collaboration was on advancing the development of Creative's
morphogenic protein, OP-1, for the treatment of acute and chronic renal failure.
Under the agreement, Creative granted to Biogen exclusive worldwide rights to
manufacture, market and sell OP-1 and OP-1 products developed through the
collaboration for the treatment of renal disease. The agreement provided for
$10,500,000 in research funding over a three-year period ending December 31,
1999, of which $7,500,000 had been recognized through December 31, 1998. In
December 1998, Biogen and Creative signed an Amendment Agreement and Biogen paid
$3,000,000 in research support for the year ending December 31, 1999. The
$3,000,000 has been recognized through December 31, 1999. Under the Biogen
Amendment, Creative assumed primary responsibility for the development of OP-1
for the treatment of renal disorders and Biogen retained an option through 1999
to resume responsibility for development of OP-1 as a therapy for chronic renal
failure. Biogen did not exercise its option by December 31, 1999 and Curis has
assumed all rights to OP-1 renal therapies.
...We anticipate that our existing capital resources and the estimated net proceeds
of $43,750,000 from the private placement of 5,200,000 shares of common stock at
a price of $9.00 per share should enable us to maintain our current and planned
operations into the fourth quarter of 2002. Our existing resources, excluding
the net proceeds of $43,750,000, should enable us to maintain our operations
into the fourth quarter of 2001. ...
Lastest 10Q info.
Jim |
