TPTX » Topics » 2005 Amyloid Beta Collaboration Agreement

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

2005 Amyloid Beta Collaboration Agreement


In February 2005, TPTX entered into a collaboration agreement with Eisai regarding TPTX’s program for discovery of novel, small molecule compounds designed to delay the onset or slow the progression of AD. The agreement has a two-year term and may be extended by Eisai for up to an additional 12 months. TPTX has received a $10 million cash payment from Eisai in consideration of the rights granted to Eisai under the agreement. Under the agreement, Eisai has exclusive, time-limited rights of first negotiation and refusal for compounds discovered in the course of the program.


During the term of the agreement, if TPTX decides to consider the sale of all of its business, or any portion of its business that includes the genetics program technology, through a merger, sale of assets or similar transaction, TPTX must first notify Eisai and Eisai has a time-limited right to discuss a proposal for such a transaction with TPTX, which right terminates upon the initial public offering of common stock of TPTX.


Under the agreement, both TPTX and Eisai have limited termination rights. In the event that Eisai is in breach of the agreement or TPTX is in breach of the agreement, both parties must attend an alternative dispute hearing in order to attempt to resolve the breach. If after the hearing, the party in breach is unable or unwilling to resolve the breach, the non-breaching




party may terminate the agreement. There is no other right of termination by either TPTX or Eisai under the agreement.


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