Exhibit 10.1
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R §§ 200.80(b)4, AND 240.24b-2
LICENSE AGREEMENT
THIS LICENSE AGREEMENT IS MADE AND ENTERED INTO EFFECTIVE AS OF MARCH 7, 2007
(THE "EFFECTIVE DATE"), BY AND BETWEEN ATLANTIC HEALTHCARE (UK) LIMITED
(REGISTERED NUMBER 6025726), WHOSE REGISTERED OFFICE IS MOFO NOTICES LIMITED,
7TH FLOOR, CITY POINT, ONE ROPEMAKER STREET, LONDON EC2Y 9AW (PROPOSED TO BE
RENAMED [***] LIMITED) ("ATLANTIC") AND ISIS PHARMACEUTICALS, INC., HAVING
PRINCIPAL OFFICES AT 1896 RUTHERFORD ROAD, CARLSBAD, CA 92008 ("ISIS").
ATLANTIC AND ISIS EACH MAY BE REFERRED TO HEREIN INDIVIDUALLY AS A "PARTY," OR
COLLECTIVELY AS THE "PARTIES."
WHEREAS, Isis wishes to license to Atlantic the drug known as Alicaforsen (also
known as ISIS 2302) so that Atlantic may develop and commercialize Alicaforsen
Products, on the terms set forth below;
WHEREAS, Isis wishes to collaborate with Atlantic to discover, develop, and
commercialize Second Generation ICAM-1 Products (as defined below);
WHEREAS, Isis is willing to grant Atlantic a license to develop and
commercialize Second Generation ICAM-1 Products on the terms set out below;
NOW, THEREFORE, the Parties do hereby agree as follows:
ARTICLE 1 - DEFINITIONS
CAPITALIZED TERMS USED IN THIS AGREEMENT AND NOT OTHERWISE DEFINED HEREIN HAVE
THE MEANINGS SET FORTH IN APPENDIX 1.
ARTICLE 2 -
ALICAFORSEN GRANT OF RIGHTS
SECTION 2.1
ALICAFORSEN LICENSE GRANT.
2.1.1
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ISIS HEREBY
GRANTS TO ATLANTIC:
(I)
AN EXCLUSIVE, WORLDWIDE LICENSE UNDER THE ALICAFORSEN PATENTS AND
THE ICAM-1 SPECIFIC PATENTS SOLELY TO DEVELOP, MAKE, HAVE MADE, USE, SELL, OFFER
FOR SALE, HAVE SOLD AND IMPORT ALICAFORSEN API AND ALICAFORSEN PRODUCTS. THE
LICENSE GRANTED TO ATLANTIC UNDER THIS SECTION 2.1.1(I) IS SUBLICENSABLE ONLY IN
CONNECTION WITH A LICENSE OF RIGHTS TO AN ALICAFORSEN PRODUCT TO A THIRD PARTY
FOR THE CONTINUED DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF THAT
ALICAFORSEN PRODUCT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; AND
(II)
A NON-EXCLUSIVE, WORLDWIDE LICENSE UNDER THE EXCLUDED
MANUFACTURING IP SOLELY TO MAKE AND HAVE MADE ALICAFORSEN API. THE LICENSE
GRANTED TO ATLANTIC UNDER THIS SECTION 2.1.1(II) IS SUBLICENSABLE TO A THIRD
PARTY FOR THE MANUFACTURE OF ALICAFORSEN API IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
*** CONFIDENTIAL TREATMENT REQUESTED
1
2.1.2
THE PARTIES AGREE THAT ATLANTIC SHALL HAVE NO RIGHT TO EXERCISE THE
LICENSE RIGHT GRANTED TO IT UNDER SECTION 2.1.1(II) TO MAKE AND HAVE MADE
ALICAFORSEN API UNLESS AND UNTIL IT IS PERMITTED TO DO SO UNDER THE TERMS OF THE
MANUFACTURING AGREEMENT.
SECTION 2.2
DATA TRANSFER.
2.2.1
PROMPTLY AFTER THE EFFECTIVE DATE, ISIS WILL TRANSFER AND ASSIGN TO
ATLANTIC ALL OF ISIS' RIGHT, TITLE AND INTEREST IN AND TO (I) THE REGULATORY
DOCUMENTATION, DATA, RESULTS AND INFORMATION RELATED TO TESTING AND STUDIES OF
ALICAFORSEN (INCLUDING CLINICAL DATA, ANALYTICAL TEST RESULTS AND NON-CLINICAL
PHARMACOLOGY AND SAFETY DATA) IN THE POSSESSION OF ISIS ON THE EFFECTIVE DATE TO
THE EXTENT SUCH DATA, RESULTS AND/OR INFORMATION IS NECESSARY FOR THE CONTINUED
DEVELOPMENT AND COMMERCIALIZATION OF ALICAFORSEN PRODUCTS ("ISIS DATA"), AND
(II) THE KNOW HOW WHICH