Nigel,
No, I don't have that subscription. In theory, these folks are using the same technology for different fields. Lumicyte gets to sell to labs doing clinical diagnostic work for patients or directly to patients. It licensed the rest to CIPH, including selling to folks doing the development of clinical diagnostics.
They are in litigation for some reason, though I can't see that CIPH has breached according to the terms of the agreement, the relevant bits of which I've pasted below. Note that CIPH's maximum payments to Lumicyte would be $2 million over four years. {Apologies for the formatting of Section 2; it all got mashed together, but it's not that long} I haven't heard a thing as to how the litigation is progressing; it's in the discovery phase. I would guess a dispute over the definition of the life sciences market is the crux of the matter. And someone forgot the whiteout: the royalty rate is actually left in for the public to read.
>>1.9 "DRUG DISCOVERY PRODUCT" shall mean any device, instrument or consumable for use by a Third Party in the Drug Discovery Market. This term does not include any drug discovered by use of a Drug Discovery Product.
1.15 "LIFE SCIENCES MARKET" shall mean all Laboratories doing bioanalytical or biological measurements or assays. It is understood that "Life Sciences Market" includes, without limiting the foregoing, Laboratories developing clinical diagnostics. It is further understood that "Life Sciences Market" does not include (i) Laboratories performing clinical diagnostics for patients or other Third Party customers, (ii) entities involved in making, using and selling instruments, devices, consumables, services and information for use by individual XXX (e.g. the consumer market), and (iii) Laboratories engaged in discovering new drugs for the potential preclinical development, clinical development and commercialization.
2. GRANT OF LICENSE AND LICENSE FEE 2.1
(a) EXCLUSIVE LICENSE GRANT TO ILLUMESYS FOR LIFE SCIENCES MARKET. MAS hereby grants to IllumeSys: (i) a royalty-bearing (for such time period as is set forth in Section 2.2), exclusive, worldwide sublicense, with a right to further sublicense, under the Baylor Technology and Improvements to make, use, sell, offer for sale and import any instrumentation, device or non-drug consumable for use by customers in the Life Sciences Market; and (ii) a royalty-free, exclusive, worldwide license, with a right to sublicense, under the MAS Technology to make, use, sell, offer for sale and import any instrumentation, device or non-drug consumable for use by customers in the Life Sciences Market.
(b) EXCLUSIVE LICENSE GRANT TO ILLUMESYS TO SELL DRUG DISCOVERY PRODUCTS. MAS hereby grants to IllumeSys: (i) a royalty-bearing (for such time period as is set forth in Section 2.2), exclusive, worldwide sublicense, with a right to further sublicense, under the Baylor Technology and Improvements to sell and offer for sale Drug Discover Products; and (ii) a royalty-free, exclusive, worldwide license, with a right to sublicense, under the MAS Technology to sell and offer for sale Drug Discovery Products.
(c) CO-EXCLUSIVE LICENSE GRANT TO ILLUMESYS TO MAKE DRUG DISCOVERY PRODUCTS. Subject only to those rights granted to CTI by way of the MAS/CTI Agreement, MAS hereby grants to IllumeSys: (i) a royalty-bearing, coexclusive (with CTI), worldwide sublicense, under the Baylor Technology and Improvements to make, use and import Drug Discovery Products; and (ii) a royalty-free, coexclusive (with CTO, worldwide license, under the MAS Technology to make, use and import Drug Discovery Products. IllumeSys shall not have the right to grant a sublicense under the sublicensee and license contained in this Subsection 2.1(c) to a Third Party except to grant sublicensee to subcontractors of IllumeSys who will make Drug Discovery Products (or components thereof) for sale by IllumeSys to the Drug Discovery Markets. In addition, IllumeSys may use the Baylor Technology, Improvements and the MAS Technology in the Drug Discovery Market but only for the purpose of developing and providing data and other information to Third Parties about the characteristics of compounds which IllumeSys may be asked to analyze for such Third Parties.
(d) LIMITATIONS. Each of the foregoing sublicenses in Section 2.1(a), 2.1(b) and 2.1(c) shall be subject to the terms of subsection (a), (b) and (c) of Section 2.1 of the Baylor Technology Transfer Agreement.
2.4. LICENSE FEE. In consideration for the grant of the sublicenses set forth in Section 2.1, IllumeSys agrees to pay MAS an amount equal to two percent (2%) of Net Sales received by IllumeSys or an IllumeSys Affiliate from the Date of First Commercial Sale until the fourth anniversary of the Date of First Commercial Sale. Notwithstanding the foregoing, the obligation of IllumeSys to make payments under this Section 2.2 shall not exceed $500,000 per twelve-month period commencing on each of (i) the Date of First Commercial Sale, (ii) the first anniversary of the Date of First Commercial Sale, (iii) the second anniversary of the Date of First Commercial Sale and (iv) the third anniversary of the Date of First Commercial Sale. This Section 2.2 shall have no further force and effect as of the fourth anniversary of the Date of First Commercial Sale and, as of such date, no further royalties shall be owed to MAS by IllumeSys under this Agreement. <<
Here's the link to the whole darn thing:
sec.gov
Maybe Peter, with his legal training, can make handicap this.
Cheers, Tuck |
