The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.
To clarify on what I found, there is a ‘Arising IP’ description in the Definitions section of the license agreement. It reads:
***“Arising Intellectual Property” means all Materials and Know How (other than that comprised in Licensed Intellectual Property) conceived or generated after the Effective Date by or on behalf of ProNAi in the course of exercising the licence rights granted under Clause 3.1; and any Patent rights owned by ProNAi as a direct result of exercising the licence rights granted under Clause 3.1 which claim any such Materials and/or inventions described or comprised in such Know How.***
This basically covers anything new, including patents that come up after the agreement was executed. This Arising IP term is used in two places in the agreement. Both in the Termination section, clauses 15.1.9 and 15.1.11.
15.1.11 reads *** 15.1.11 ProNAi shall, at CPF’s cost, within fourteen (14) days of the date of termination of this Agreement disclose to CPF (or its nominee) all Arising Intellectual Property.***
This basically means that one termination is reached Sierra has to promptly pass anything new that has come up (including say patents, results data, etc.) to the CPF.
15.1.11 reads *** 15.1.9 ProNAi hereby grants to CPF under the Arising Intellectual Property a perpetual, irrevocable, fully-paid, sub-licensable, worldwide, non-exclusive licence to research, develop, make, have made, market, use and sell Licensed Products to the extent falling within the scope of the Arising Intellectual Property.***
This means that the CPF get a royalty free ‘do whatever they want with it’ (including license on) any of the Arising IP, such as new patents.
HOWEVER, FOR CLARITY: what I am not seeing (yet at least) is anything that explicitly deals with ownership of the Arising IP. Being transferred to the CPF. From what I’ve been able to read thus far using key word search etc,in what is a long agreement, I’m concluding that Sierra will own the Arising IP, but CPF will have a free ‘do whatever they want’ license to it. So, the CPF can pick up and run with the Arising IP and can’t be blocked by Sierra/GSK from using it.
Naturally, It would be great for ownership of Arising IP NEW PATENTS to transfer to the CPF. My current conclusion is that isn’t covered in the license agreement and would need to be sorted out with some kind of side agreement. Perhaps a question for someone on here to put to the team at Sareum.
When I get more time over Christmas I’ll print out the entire agreement and go through it line by line, to see if there is anything I’ve missed.
Hey Potnak, like you I’m a private shareholder who in my case happens to work within the drug discover/research end of the pharmaceutical industry. Been here for 25 years. I’m a business owner, which develops and sells products used for the storage and handling of the many small compounds research labs maintain and use for their drug discover efforts. We’ve got 100s of customers including some of the names that get mentioned on here regularly.
So, I’m pretty close to this and unlike WIP am still here and for real, even if I may have previously rubbed some others on here up the wrong way. As of now I’m holding about 300,000 shares.
I’m not a legal expert but do have to look at legal agreements on a regular basis for my business. Everything from NDAs, through to sales contracts, R&D and manufacturing agreements, through to previously even technology license agreements which have included ‘improvements’ clauses to cover new IP, etc.
B.
Clauses 15.1.9 and 15.1.11 within the EFFECTS OF TERMINATION section both refer to "Arising Intellectual Property".
Reading these it looks like Sierra/GSK have to disclose all new patents they may have filed to the CPF within 14 days of termination and CPF is granted a perpetual license to them. But, I don't see anything in there about new patent transfers upon termination. I guess that would need to be sorted out via some kind of side agreement.
B.
Hold on! I just looked again. I think this is covered through the definition "Arising Intellectual Property", defined as:
means all Materials and Know How (other than that comprised in Licensed Intellectual Property) conceived or generated after the Effective Date by or on behalf of ProNAi in the course of exercising the licence rights granted under Clause 3.1; and any Patent rights owned by ProNAi as a direct result of exercising the licence rights granted under Clause 3.1 which claim any such Materials and/or inventions described or comprised in such Know How.
I had a read through the agreement and couldn't see anything that covered new patents and what happens to them.
B.
Hey, Potnak
You are one of the more level headed contributors on here, so I'm interested to know you opinion. If 737 gets relicensed next year and the P1 trial concludes with good results, where would you expect the share price to be?
Thanks,
B.
Yes, it looks like there is already some interest from third parties in 737. I am expecting it to get relicensed, and probably quickly.
B.
Even knowing that AVO need to raise some further (not insignificant) funds, I think the current share price is bonkers low.
The markets right now are not good for technology related companies, which clearly isn't helping. Take a look at Checkout.com in the news today. Their valuation is down by 75% (29BN!!!) since February.
B.
I'm going to try and go.....
B.
Actually it’s the CPF that will get this back, and whilst SAR will contribute, it’s the CPF that will ultimately determine what to do with SRA737.
Disappointing news though. Whilst I expressed concerns this could happen, I was hoping that GSK would progress this.
B.
The latest Hardman & Co AVO update is out....
B.
I asked whether the within summer target remained and was told Yes. I didn't feel a want or need to start pushing for dates as to when summer would end. As, I can just google that if I want to.
Bill
Thank you for the kind words, Bennzil
Much appreciated.
Bill
The reference to end of summer isn’t a surprise to me. I still plan to keep buying and believe that in 12-18 months time ill be looking at a tidy return here.
Bill
Hello PM44 and all. I'm afraid I was distracted over the weekend - I've got an elderly Father who has some health problems, which had me spending the entire weekend supporting my parents.
So, here is a brief summary of my Friday afternoon:
* I got to AVO about 5 minutes before the AGM started. There were about 7 AVO staff in their conference room (including Nicolas Serandour) and a fair number of people/AVO senior staff calling in via video conference. I was the only private shareholder in physical attendance.
* AVO dealt with the routine business of approving the AGM resolutions, which all went through by a huge margin.
* Nicolas then gave a presentation on AVO, the technical status, market size/opportunity, etc.
* The milestone target of having a working system within the summer period remains. I didn't see any wavering over it.
* I asked some questions around the 510K & CE marking, which fitted with my own understanding of the process for those two objectives. This is good.
* Additionally, I asked about a registration in China with the NMPA, which AVO will need to apply for at some point. I was quite comforted to hear that AVOs regulatory head was a contributor into creating China’s own regulatory standards for Proton Therapy systems.
* I also asked about future funding. I was pleased to hear that they are looking at a variety of options, which may include a non-dilutive option.
* We spoke about some of the challenges inherent in such a large project, having to work within medical device R&D regulatory constraints. They demand your development work follows a bucket load of procedures and medical device standards that affect almost all parts of the business and even suppliers. I’ve been through that all myself and know how difficult it is and what an achievement getting through to the end is. We also discussed how challenging, expensive and lengthy (timewise) it would be for a competitor to come in. Again, I agree, and I think it adds to making AVO a future acquisition target.
* Apparently a number of senior staff from Varian joined AVO very quickly after they got a good look at AVOs technology and progress they’d made.
Nicolas answered the majority of my questions. He gave me very straight answers, without hesitation or any attempts to avoid giving a complete answer. All of the staff I met were very friendly and made a point of engaging with me and shaking my hand.
I was glad I went and plan to keep buying shares at the current share price. For anyone who can afford to buy and hold for a descent length of time (like me), I think they currently represent good value. I just checked my average and I’m now at 26p with approaching 700,000 shares in the bag.
Bill.
No worries, Jayber (John)
I'll be leaving here at about midday to get the train into Waterloo from Surrey.
I'll post a short summary of how this goes, probably over the weekend.
Bill
P.S. I’m aware that could could come across as being a bit negative. It’s because I’ve got an understanding in this area that I’m interested in AVO and have been buying LOTS of extra shares recently. Those who can afford to hang on and not get disheartened if things take a bit longer, such as if the 510k proves takes longer, stand to be very handsomely rewarded. Yes, there could be some further dilution, but I can see a path through this to a much higher share price.
Bill
Thank you, Vanilla
I did listen to the interview with interest. I own two businesses. One makes laboratory equipment for use in the R&D/drug discovery end of the pharma business and the other is a consultancy that project manages complex IVD and medical device product developments, including generating all of the documentation needed for 510k, CE and NMPA (that’s Chinese FDA) registrations. And management of the registration process. So, I’ve got lots of real world experience with what AVO are trying to do.
I’d be very wary of the 90 day period. Actually, when you get into it, the 90 days is days of FDA review time. With a total allowable period of 180 days before a submission needs to either be approved or resubmitted. What does this mean? Well, when you get into the practicalities of 510k submissions, the FDA will often review a submission so far, come up with questions and then put your submission on hold (stop their 90 day clock) whilst they let you go off and work on a reply.they can also be sneaky and do this when they are very busy, trying to juggle their 510k commitments - not how they should behave, but it absolutely happens. Then, when you respond, restart their 90 day clock. This means that submissions can actually take as long as 180 days (yes, I’ve been there) and based upon my experience I think 90 days straight without the FDA using submission hold time for something new like this would be very unusual.
Being prudent, I’d go with this being 90 minimum, plus some amount to account for submission hold, dealing with questions that require responses from AVO that take time to respond to (these could include a request for AVO to do actual work). I’d thus say the window you are looking at is somewhere in the range 90-180 days, but hopefully nearer the 90 day end of the scale.
The bottom line is the 510k review process can be an exciting ride and highly challenging to predict the overall timeline precisely. I’ve seen sensor company executives almost bought to tears when their 510k is not going as expected, along a longer timeline path and all of the pressures and uncertainty that can create.
Bill
I am still going tomorrow, didn't get a reply from Jayber. I will try and ask Vanilla's question if I get a chance, but I'm not going along to 'tie them down' as you put it. If that is your interest Bimini I suggest you make the time to show up tomorrow and say your piece.
Bill
Give it a rest, Citizen. That was hardly negative. I’m actually very pleased with the RNS. It contaIned more detail than I was hoping for.
Bill