Lucky for you folks, the BLUE HP manager can translate Flemish -- or thinks he can (still awaiting stefaan's definition of "snop.") stefaan annotates the Introgen/Aventis deal restructuring:
stefaan:
>>us ingn 201 commercial rights now wholly ingn's instead of 50% for ingn
euro right now wholly ingn's; formerly 12% royalties from aventis
asian rights now wholly ingn I S 50/50
ingn 201 phase 3 costs now 100% I S 50/50
20M aventis equity investment 11-15$/s
important INGN gets 5% of gencell, aventis' gene therapy company
note aventis now owns between 20-25% of ingn<<
Translator's note: Not sure what stefaan means by "I S" with respect to asian rights and P3 costs. "Initially Split" 50/50 is my best guess. stefaan please correct if I'm wrong.
Tuck supplies supporting documentation:
8-k on the new deal
10kwizard.com
13G 18.7 % 3,968,893 @ 2/13/01
10kwizard.com
S-1 snip on original deal
>>Under our p53 collaboration, we are primarily responsible for conducting early stage development programs, which include preclinical research and development and Phase I clinical trials, for North America for potential gene therapy products. Through October 1997, Aventis was required to fund our early stage development programs pursuant to mutually approved budgets. Since October 1997, Aventis has agreed on an annual basis to continue to fund our early stage development program. If Aventis were to stop funding early stage development, it would only have rights limited to products for which Aventis has elected to proceed with later stage development at the time it discontinues early stage development funding. Once Phase I clinical trials of a potential gene therapy product are completed, Aventis may elect to pursue later stage clinical development of the product. If Aventis so elects, it becomes responsible for funding and conducting later stage clinical development. This includes conducting Phase II and III clinical trials, making all further submissions to existing Investigational New Drug applications and preparing all license applications with the FDA and other regulatory authorities. If Aventis elects not to pursue later stage clinical development, neither we nor Aventis may develop or commercialize the product before October 2004 without the other's approval. In 1997, after we had completed early stage development of INGN 201 for head and neck and non-small cell lung cancers, Aventis elected to proceed with later stage clinical development of INGN 201. As a result, Aventis is obligated to use its best efforts to commercialize INGN 201 for these indications and is currently funding later stage clinical development of INGN 201. In North America, we have the right to elect to form a joint commercial operation with Aventis to market the products developed under each of the collaboration agreements. Such a joint commercial operation could take the form of a joint venture company or any other arrangement agreed to by us and Aventis. We must make the election within a stated period after a license application is filed with the FDA. If we do not elect to form a joint commercial operation, Aventis would retain exclusive marketing rights in North America and would pay us royalties on product sales. In either case, we will retain exclusive manufacturing rights in North America. In Eastern and Western Europe, Aventis has exclusive marketing and manufacturing rights but must pay us royalties on product sales. In Japan, North and South Korea, Taiwan, China and India, both companies have the right, at their own expense, to seek regulatory approvals for and to market and manufacture the products that are developed under the collaboration. Unless a collaboration agreement is terminated, both we and Aventis are precluded from marketing or licensing, and Aventis is precluded from developing, any gene therapy products in the applicable field prior to October 2004, except according to the terms of the applicable collaboration agreement. The term of the collaboration agreements is, on a product-by-product and country-by-country basis, 12 1/2 years after first commercial sale of that product in that country. Aventis may terminate the collaboration agreements, in whole or in part with respect to individual collaboration products, at any time upon 180 days' notice. During the 180 day period following the notice of termination, Aventis will reimburse us for certain ongoing expenses and noncancellable commitments incurred prior to such notice of termination in accordance with the collaboration agreements. If Aventis terminates one of the collaboration agreements, then under certain circumstances we will have an exclusive, worldwide license to certain Aventis technology with the right to grant sublicenses and to commercialize products developed under the collaboration agreement. Further, if Aventis terminates a collaboration agreement for a particular field of use, then Aventis may not develop or commercialize any products in such field for three years, and we may pursue the development and commercialization of such later stage products and other products in such field.<<
siliconinvestor.com
BLUE HP knows of the widespread dislike for gene therapy companies, particularly those using adenoviral vectors. But shouldn't BLUE HP own one or two just in case? All the hate is mostly priced in. Indeed the restructuring suggests a similar attitude by Aventis, and makes me wonder if they'd bail. Yet with INGN holding a chunk of GenCell, maybe Aventis would think twice about bailing indiscriminately, however. So I'll guess Aventis is just going to let its equity in INGN perk for a while, not contributing to downward pressure on the stock. Nevertheless, INGN looks due to come back to the 4's. At $4.50, I'll consider it sufficiently beaten up to buy a half chunk. Have I made any obvious mistakes here Wilder, Rick, or whoever?
Next up PTIE and POZN. Any fresh volunteers?
Cheers, Tuck |
