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Biotech / Medical : Biotech Valuation -- Ignore unavailable to you. Want to Upgrade?

To: Biomaven who wrote (9466)	11/12/2003 10:28:08 AM
From: Biomaven	Read Replies (1) \| Respond to of 52153

3.4.2 Collaboration Compounds. In accordance with the Research Plan, ----------------------- Cortex will synthesize and evaluate additional compounds with potential activity in the Field (the "Collaboration Compounds"). Upon development of each Collaboration Compound, Cortex will promptly supply the Scientific Committee with such information and materials in its possession which is reasonably necessary or useful to enable the Scientific Committee to evaluate the activity of the Collaboration Compound in the Field. Cortex will keep these Collaboration Compounds available for selection as Lead Compounds by Servier for a period of [] from the end of the Research Phase. Based upon information developed by Cortex with respect to such compounds, Servier may select as Lead Compounds, prior to the end of such period by notice in writing to Cortex, any of such Collaboration Compounds. 3.4.3 Amount of Lead Compounds selected - Substitution of Lead -------------------------------------------------------- Compounds. It is understood and agreed that Servier may, in accordance with --------- Articles 3.4.1 and 3.4.2 hereabove, select up to [] Cortex Compounds and/or Collaboration Compounds as Lead Compounds per year. Subject to the provisions of this Article 3.4, Servier may return to Cortex any Lead Compound it has selected from the Cortex Compounds or the Collaboration Compounds, in exchange for a different Cortex Compound or Collaboration Compound, if Cortex is able, at such time, to grant the rights set forth herein with respect to such compound. Upon such selection, such compound shall become a Lead Compound. 3.4.4 Return of Lead Compounds to Cortex. All rights to Cortex and ---------------------------------- Collaboration Compounds which have not been selected as Lead Compounds in accordance with Articles 3.4.1 and 3.4.2 hereabove shall revert immediately back to Cortex, and Cortex shall be free to use all such compounds for all purposes and may grant rights to such compounds to Third Parties for any use outside the Territory, and for any use outside the Field inside the Territory. When rights to a Cortex Compound or a Collaboration Compound reverts to Cortex pursuant to this Article 3.4, Servier agrees to execute and deliver such instruments and take such other actions as Cortex shall reasonably request in order to carry out the transfer of such rights, including any interest of Servier in Joint Inventions relating to such compounds, to Cortex. So it does kind of look (on the surface at any rate) that a compound developed purely by Servier can't be a "lead compound" and hence doesn't have a commercialization license attached. Very sloppy lawyering by Servier if this is indeed the case, and of course Cortex may choose not to try to gouge their partner too badly on this issue. Peter