RE: Wow17 Sep 2019 22:13
26.1 Cocrystallisation Service Agreement (Licensing Agreements)
On 30 October 2015, Nuformix entered into a cocrystallisation service agreement with Shanghai Newsummit Biopharma Group Company Limited (“NSB”) pursuant to which, inter alia, the parties agreed to conduct cocrystal discovery and development studies on various pharmaceutical ingredients, submit for patent protection for the resulting pharmaceutical cocrystals, submit Chinese IND applications and Nuformix grant NSB a licence to use certain intellectual property rights (three Nuformix patents) for specific purposes, plus access to relevant data.
In total, Nuformix licensed Chinese market rights for 3 of its cocrystal patents to NSB under the terms of this agreement – specifically to pharmaceutical cocrystals of Metaxalone, Cilostazol and Rebamipide. For avoidance of doubt, patents covering the pharmaceutical cocrystals of Metaxalone, Cilostazol and Rebamipide are not relevant at all to the Enlarged Group or its plans or trading prospects going forwards.
Nuformix received a total of £400,000 from NSB as an upfront license fee payment for the three patents. Nuformix will also receive 10 per cent. of all NSB revenues derived from the three patents. It was further agreed that if NSB generates data in China that Nuformix can use, should it choose to develop the three drug molecules covered by its patents outside of China, the parties shall enter negotiations in good faith to determine the appropriate royalty rate to be paid to NSB. The agreement shall expire upon the cessation of all payment obligations. As of 31 August 2016, all amounts payable to Nuformix under this agreement have been received. The agreement may also be terminated by either party by immediate written notice in circumstances of material breach by the either party or if either party (or its parent company) becomes insolvent. NSB may also terminate the agreement by immediate written notice if Nuformix (or any of its affiliates), inter alia, challenges, opposes, disputes or otherwise assists in a third party challenge I of the patents and/or patents applications owned by NSB