TPTX » Topics » Eli Lilly and Company

This excerpt taken from the TPTX DEF 14A filed Jun 19, 2009.

Eli Lilly and Company

In April 2003, we signed a license agreement with Eli Lilly and Company (“Lilly”). Under the agreement, we paid Lilly a $6.0 million license payment in 2003. We are also subject to certain milestone and royalty payments as specified in the agreement. During the twelve months ended December 31, 2007, we expensed $1.0 million in connection with milestones specified in the agreement. During 2008 we issued 200,000 shares of common stock to Lilly in exchange for a reduction in the royalty rates and the timing of milestone payments under the agreement.

These excerpts taken from the TPTX 10-K filed Mar 27, 2009.

Eli Lilly

In 2003, we entered into a development and licensing agreement with Eli Lilly to obtain an exclusive license to Eli Lilly’s ionotropic glutamate receptor antagonist asset tezampanel, and its prodrug NGX426. We paid Eli Lilly an up-front license fee of $6.0 million under the agreement. If specified development, regulatory and commercial milestones are achieved, we are obligated to make milestone payments to Eli Lilly. We are also obligated to pay royalties to Eli Lilly on any sales of tezampanel and NGX426. We are required to use commercially reasonable efforts to develop and commercialize the product candidates subject to the agreement, including use of commercially reasonable efforts to achieve specified development events within specified timeframes.

The term of the development and licensing agreement will continue until all royalty payment obligations have expired on a country-by-country basis, unless the agreement is earlier terminated. Under certain termination circumstances, all of the rights granted to us under the agreement will revert to Eli Lilly.

Eli Lilly

In 2003, we
entered into a development and licensing agreement with Eli Lilly to obtain an exclusive license to Eli Lilly’s ionotropic glutamate receptor antagonist asset tezampanel, and its prodrug NGX426. We paid Eli Lilly an up-front license fee of
$6.0 million under the agreement. If specified development, regulatory and commercial milestones are achieved, we are obligated to make milestone payments to Eli Lilly. We are also obligated to pay royalties to Eli Lilly on any sales of
tezampanel and NGX426. We are required to use commercially reasonable efforts to develop and commercialize the product candidates subject to the agreement, including use of commercially reasonable efforts to achieve specified development events
within specified timeframes.

The term of the development and licensing agreement will continue until all royalty payment obligations have
expired on a country-by-country basis, unless the agreement is earlier terminated. Under certain termination circumstances, all of the rights granted to us under the agreement will revert to Eli Lilly.

STYLE="margin-top:18px;margin-bottom:0px">Life Science Research Israel (LSRI)

In 2004,
we entered into an agreement with LSRI to obtain an exclusive license to their muscarinic receptor agonist assets NGX267 and NGX292. No up-front license fee was paid. For the first two years of the agreement, we provided specified amounts of
research funding to LSRI. Through December 31, 2008 we paid LSRI total milestone payments of approximately $2.2 million. If additional specified development, regulatory and commercial milestones are achieved, we are obligated to make
milestone payments to LSRI which may total up to an additional $18.3 million. We are also obligated to pay royalties to LSRI on sales of NGX267 and NGX292 and to pay LSRI a percentage of specified payments we receive upon sublicensing rights to
either compound, subject to a minimum amount payable to LSRI for the first sublicense. If we sublicense rights to a compound after a specified point in development of the compound, LSRI will select the level of royalty and sublicense payments from
among the alternatives provided in the agreement. We are required to use commercially reasonable efforts to develop and commercialize the product candidates subject to the agreement, including use of commercially reasonable efforts to achieve
specified development events within specified timeframes.

The term of the agreement will continue on a country-by-country basis until the
later of a specified number of years from the date of first commercial sale of a product in such country or the expiration in such country of the last-to-expire patent covering a product candidate licensed under the agreement, provided, however,
that in the event that generic competition occurs in such country and results in a loss of a certain percentage of the market share for such product then the royalty payments will terminate in such country.

STYLE="margin-top:18px;margin-bottom:0px">University of Iowa Research Foundation

We
have a license agreement with the University of Iowa Research Foundation, or UIRF, pursuant to which UIRF has granted us an exclusive United States license to certain patents and patent applications relating to spinal administration of tezampanel.
Under the terms of the agreement we have the right to sublicense our license.

 


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If we achieve specified regulatory and patent-related milestones, we will be obligated to make milestone
payments to UIRF which may total up to $0.4 million. We must also pay UIRF an annual license maintenance fee which may be reduced by the amount of other payments made by us to UIRF under the agreement. We are also obligated to pay royalties to
UIRF on any sales of tezampanel using the licensed patent rights and to pay UIRF a percentage of specified payments we receive upon sublicensing rights to the licensed patent rights. We are required to use commercially reasonable efforts to
commercialize products using the licensed patent rights.

This agreement will continue until the expiration of the last-to-expire of the
licensed patents and patent applications unless earlier terminated.

Eli Lilly and Company

In April 2003, we signed a license agreement with Eli Lilly and Company (“Lilly”). Under the agreement, we paid Lilly a $6.0 million license payment in 2003. We are also subject to certain milestone and royalty payments as specified in the agreement. During the twelve months ended December 31, 2007, we expensed $1.0 million in connection with milestones specified in the agreement. During 2008 we issued 200,000 shares of common stock to Lilly in exchange for a reduction in the royalty rates and the timing of milestone payments under the agreement.

These excerpts taken from the TPTX 10-K filed Mar 31, 2008.

Eli Lilly and Company

        In April 2003, we signed a license agreement with Eli Lilly and Company ("Lilly"). Under the agreement, we paid Lilly a $6,000,000 license payment in 2003. We are also subject to certain milestone and royalty payments as specified in the agreement. During the twelve months ended December 31, 2007, we expensed $1.0 million in connection with milestones specified in the agreement.

F-15


TorreyPines Therapeutics, Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2007

5. Significant Agreements (Continued)

Eli Lilly and Company



        In April 2003, we signed a license agreement with Eli Lilly and Company ("Lilly"). Under the agreement, we paid Lilly a $6,000,000 license payment in 2003. We are
also subject to certain milestone and royalty payments as specified in the agreement. During the twelve months ended December 31, 2007, we expensed $1.0 million in connection with
milestones specified in the agreement.



F-15








TorreyPines Therapeutics, Inc.



Notes to Consolidated Financial Statements (Continued)



December 31, 2007



5. Significant Agreements (Continued)



This excerpt taken from the TPTX 10-K filed Mar 29, 2007.

Eli Lilly and Company

In April 2003, the Company signed a license agreement with Eli Lilly and Company (“Lilly”). Under the agreement, the Company paid Lilly a $6,000,000 license payment in 2003. The Company is also subject to certain milestone and royalty payments as specified in the agreement. As of December 31, 2006, no milestones have been achieved.

This excerpt taken from the TPTX 8-K filed Dec 13, 2006.

Eli Lilly and Company

In April 2003, the Company signed a license agreement with Eli Lilly and Company (“Lilly”). Under the agreement, the Company paid Lilly a $6,000,000 license payment in 2003 which has been expensed, as the future benefit of the licensed technology is uncertain. The Company is also subject to certain milestone and royalty payments as specified in the agreement. As of December 31, 2005, no milestones have been achieved.

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

Eli Lilly & Co.

 

In April 2003, TPTX entered into an agreement with Eli Lilly & Company, or Eli Lilly, to obtain an exclusive license to Eli Lilly’s AMPA/kainate, or AK, antagonist assets including its lead drug candidate, tezampanel, and NGX426. TPTX paid Eli Lilly an up-front license fee of $6 million under the agreement. If specified development, regulatory and commercial milestones are achieved, TPTX will be obligated to make milestone payments to Eli Lilly. TPTX is also obligated to pay royalties to Eli Lilly on any sales of tezampanel and NGX426. TPTX is required to use commercially reasonable efforts to develop and commercialize the product candidates subject to the agreement, including use of commercially reasonable efforts to achieve specified development events within specified timeframes.

 

Under the agreement, if TPTX decides to sublicense its rights to commercialize any of the product candidates licensed to it under the agreement in the United States or all of its rights under the agreement worldwide, it is obligated first to provide Eli Lilly the opportunity to negotiate to obtain those rights. Eli Lilly must notify TPTX of its interest in exercising its negotiation rights within a specified period and, if it is interested, has a specified period from the date of TPTX’s original notice to negotiate a mutually acceptable agreement. If an agreement is not reached within that time, TPTX is free to enter an agreement with the outside party as long as the terms of that agreement are superior to the terms last offered by Eli Lilly.

 

The term of the agreement will continue until all royalty payment obligations have expired, unless the agreement is earlier terminated. Eli Lilly may terminate the agreement for any uncured material breach of the agreement by TPTX, including any breach of its diligence obligations, or if TPTX goes into bankruptcy or makes a general assignment of its assets to its creditors. If Eli Lilly terminates the agreement for any of these reasons, all of the rights granted to TPTX under the agreement will revert to Eli Lilly, and TPTX is obligated to grant Eli Lilly a non-exclusive license to any of TPTX’s proprietary technology necessary to develop and commercialize tezampanel and NGX426 and to any regulatory documentation it may have

 

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regarding the products. Eli Lilly is obligated to pay TPTX a royalty on any sales of tezampanel and NGX426 until TPTX has received a maximum specified amount from Eli Lilly. Eli Lilly may also terminate the agreement if there is a force majeure event that prevents TPTX from performing its obligations under the agreement, or if there is a change of control of TPTX, unless the party acquiring TPTX in the change of control undertakes all of its obligations under the agreement. If Eli Lilly terminates the agreement for any of these reasons, Eli Lilly and TPTX will negotiate in good faith reasonable compensation from Eli Lilly to TPTX for use of any of TPTX’s proprietary technology or regulatory documentation by Eli Lilly.

 

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