OPTR » Topics » Cempra Pharmaceuticals, Inc.

These excerpts taken from the OPTR 10-K filed Mar 12, 2009.
Cempra Pharmaceuticals, Inc.  In March 2006, we entered into a collaborative research and development and license agreement with Cempra, a biotechnology company focused on anti-infectives.  We are collaborating with Cempra to discover, develop and commercialize drugs based on macrolide and ketolide compounds.  We granted to Cempra an exclusive worldwide license, except in Association of Southeast Asian Nations, or ASEAN, countries as of the effective date of the agreement, with the right to sublicense, our patent and know-how related to our macrolide and ketolide antibacterial program, several other pre-clinical compounds and our related proprietary technology.  Cempra is responsible for many of the costs associated with the development and commercialization of product candidates arising under the agreement, including manufacturing, marketing and sales costs.  As partial consideration for granting Cempra the license, we obtained equity interest in Cempra.   We will receive milestone payments as product candidates are developed and/or co-developed by Cempra.  The milestone payments will be triggered upon the completion of certain clinical development milestones and in certain instances, regulatory approval of products.  The aggregate amount of such milestone payments we may receive is based in part on the number of products developed under the agreement and can exceed $24.5 million.  We will also receive royalty payments based on a percentage of net sales of licensed products.  In consideration of the foregoing, Cempra will receive milestone payments of $1.0 million from us for each of the first two products we develop which receive regulatory approval in ASEAN countries as well as royalty payments on the net sales of such products.

 

The research term of this agreement was completed on March 31, 2008.  Subject to certain exceptions, on a country-by-country basis, the general terms of this agreement continue until the later of: (i) the expiration of the last to expire patent rights related to a covered product in the applicable country or (ii) ten years from the first commercial sale of a covered product in the applicable country.  Either party may terminate the agreement in the event of a material breach by the other party, subject to prior notice and the opportunity to cure.  Either party may also terminate the agreement for any reason upon 30 days’ prior written notice provided that all licenses granted by the terminating party to the non-terminating party will survive upon the express election of the non-terminating party.

 

Cempra
Pharmaceuticals, Inc.
  In March 2006,
we entered into a collaborative research and development and license agreement
with Cempra, a biotechnology company focused on anti-infectives.  We are collaborating with Cempra to discover,
develop and commercialize drugs based on macrolide and ketolide compounds.  We granted to Cempra an exclusive worldwide
license, except in Association of Southeast Asian Nations, or ASEAN, countries
as of the effective date of the agreement, with the right to sublicense, our
patent and know-how related to our macrolide and ketolide antibacterial
program, several other pre-clinical compounds and our related proprietary
technology.  Cempra is responsible for
many of the costs associated with the development and commercialization of
product candidates arising under the agreement, including manufacturing,
marketing and sales costs.  As partial
consideration for granting Cempra the license, we obtained equity interest in
Cempra.   We will receive milestone
payments as product candidates are developed and/or co-developed by
Cempra.  The milestone payments will be
triggered upon the completion of certain clinical development milestones and in
certain instances, regulatory approval of products.  The aggregate amount of such milestone
payments we may receive is based in part on the number of products developed
under the agreement and can exceed $24.5 million.  We will also receive royalty payments based
on a percentage of net sales of licensed products.  In consideration of the foregoing, Cempra
will receive milestone payments of $1.0 million from us for each of the first
two products we develop which receive regulatory approval in ASEAN countries as
well as royalty payments on the net sales of such products.



 



The research term of this
agreement was completed on March 31, 2008. 
Subject to certain exceptions, on a country-by-country basis, the
general terms of this agreement continue until the later of: (i) the
expiration of the last to expire patent rights related to a covered product in
the applicable country or (ii) ten years from the first commercial sale of
a covered product in the applicable country. 
Either party may terminate the agreement in the event of a material
breach by the other party, subject to prior notice and the opportunity to cure.  Either party may also terminate the agreement
for any reason upon 30 days’ prior written notice provided that all licenses
granted by the terminating party to the non-terminating party will survive upon
the express election of the non-terminating party.



 



These excerpts taken from the OPTR 10-K filed Mar 26, 2008.
Cempra Pharmaceuticals, Inc.  In March 2006, we entered into a collaborative research and development and license agreement with Cempra, a biotechnology company focused on anti-infectives.  We are collaborating with Cempra to discover, develop and commercialize drugs based on macrolide and ketolide compounds.  We granted to Cempra an exclusive worldwide license, except in Association of Southeast Asian Nations, or ASEAN, countries as of the effective date of the agreement, with the right to sublicense, our patent and know-how related to our macrolide and ketolide antibacterial program, several other pre-clinical compounds and our related proprietary technology.  Cempra is responsible for many of the

 

17



 

costs associated with the development and commercialization of product candidates arising under agreement, including manufacturing, marketing and sales costs.  As partial consideration for granting Cempra the licenses, we obtained common stock of Cempra.  We will receive milestone payments as product candidates are developed and/or co-developed by Cempra.  The milestone payments will be triggered upon the completion of certain clinical development milestones and in certain instances, regulatory approval of products.  The aggregate amount of such milestone payments we may receive is based in part on the number of products developed under the agreement and can exceed $24.5 million.  We will also receive royalty payments based on a percentage of net sales of licensed products.  In consideration of the foregoing, Cempra will receive milestone payments of $1.0 million from us for each of the first two products we develop which receive regulatory approval in ASEAN countries as well as royalty payments on the net sales of such products.

 

The research term of this agreement will be completed on March 31, 2008.  Subject to certain exceptions, on a country-by-country basis, the general terms of this agreement continue until the later of: (i) the expiration of the last to expire patent rights of a covered product in the applicable country or (ii) ten years from the first commercial sale of a covered product in the applicable country.  Either party may terminate the agreement in the event of a material breach by the other party, subject to prior notice and the opportunity to cure.  Either party may also terminate the agreement for any reason upon 30 days’ prior written notice provided that all licenses granted by the terminating party to the non-terminating party shall survive upon the express election of the non-terminating party.

 

Cempra Pharmaceuticals, Inc. 
In March 2006, we entered into a collaborative research and
development and license agreement with Cempra, a biotechnology company focused
on anti-infectives.  We are collaborating
with Cempra to discover, develop and commercialize drugs based on macrolide and
ketolide compounds.  We granted to Cempra
an exclusive worldwide license, except in Association of Southeast Asian
Nations, or ASEAN, countries as of the effective date of the agreement, with
the right to sublicense, our patent and know-how related to our macrolide and
ketolide antibacterial program, several other pre-clinical compounds and our
related proprietary technology.  Cempra
is responsible for many of the



 



17
















 



costs associated with the development and
commercialization of product candidates arising under agreement, including
manufacturing, marketing and sales costs. 
As partial consideration for granting Cempra the licenses, we obtained
common stock of Cempra.  We will receive
milestone payments as product candidates are developed and/or co-developed by
Cempra.  The milestone payments will be
triggered upon the completion of certain clinical development milestones and in
certain instances, regulatory approval of products.  The aggregate amount of such milestone
payments we may receive is based in part on the number of products developed
under the agreement and can exceed $24.5 million.  We will also receive royalty payments based
on a percentage of net sales of licensed products.  In consideration of the foregoing, Cempra
will receive milestone payments of $1.0 million from us for each of the first
two products we develop which receive regulatory approval in ASEAN countries as
well as royalty payments on the net sales of such products.



 



The research term of this agreement will be completed
on March 31, 2008.  Subject to
certain exceptions, on a country-by-country basis, the general terms of this
agreement continue until the later of: (i) the expiration of the last to
expire patent rights of a covered product in the applicable country or (ii) ten
years from the first commercial sale of a covered product in the applicable
country.  Either party may terminate the
agreement in the event of a material breach by the other party, subject to
prior notice and the opportunity to cure. 
Either party may also terminate the agreement for any reason upon 30 days’
prior written notice provided that all licenses granted by the terminating
party to the non-terminating party shall survive upon the express election of
the non-terminating party.



 



This excerpt taken from the OPTR 10-K filed Mar 30, 2007.
Cempra Pharmaceuticals, Inc.  In March 2006, we entered into a collaborative research and development and license agreement with Cempra, a biotechnology company focused on anti-infectives.  We are collaborating with Cempra to discover, develop and commercialize drugs based on macrolide and ketolide compounds.  We granted to Cempra an exclusive worldwide license, except in ASEAN countries as of the effective date of the agreement, with the right to sublicense, our patent and know-how related to our macrolide and ketolide antibacterial program, several other pre-clinical compounds and our related proprietary technology.  Cempra is responsible for many of the costs associated with the development and commercialization of product candidates arising under agreement, including manufacturing, marketing and sales costs.  As partial consideration for granting Cempra the licenses, we obtained common stock of Cempra.  We will receive milestone payments as product candidates are developed and/or co-developed by Cempra.  The milestone payments will be triggered upon the completion of certain clinical development milestones and in certain instances, regulatory approval of products.  The aggregate amount of such milestone payments we may receive is based in part on the number of products developed under the agreement and can exceed $24.5 million.  We will also receive royalty payments based on a percentage of net sales of licensed products.  In consideration of the foregoing, Cempra will receive milestone payments of $1.0 million from us for each of the first two products we develop which receive regulatory approval in ASEAN countries as well as royalty payments on the net sales of such products.

The research term of this agreement continues until the earlier of our completion of all research activities set forth in the work plan under the agreement, or March 2008.  Subject to certain exceptions, on a country-by-country basis, the general terms of this agreement continue until the later of: (i) the expiration of the last to expire patent rights of a covered product in the applicable country or (ii) ten years from the first commercial sale of a covered product in the applicable country.  Either party may terminate the agreement in the event of a material breach by the other party, subject to prior notice and the opportunity to cure.  Either party may also terminate the agreement for any reason upon 30 days’ prior written notice provided that all licenses granted by the terminating party to the non-terminating party shall survive upon the express election of the non-terminating party.

 

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