TPTX » Topics » Johnson & Johnson Development Corporation

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

Johnson & Johnson Development Corporation

        On March 24, 2008, we entered into a mutual agreement with Johnson & Johnson Development Corporation, or JJDC, terminating the letter agreement between the parties dated August 26, 2004 that granted JJDC an exclusive right of first negotiation with us regarding rights or products related to our M1 agonist program. As a result of the termination of the original agreement, the rights and obligations of the parties, including but not limited to the right of first negotiation granted to JJDC by us with respect to rights or products related to our M1 agonist program have terminated.

Johnson & Johnson Development Corporation



        On March 24, 2008, we entered into a mutual agreement with Johnson & Johnson Development Corporation, or JJDC, terminating the letter agreement
between the parties dated August 26, 2004 that granted JJDC an exclusive right of first negotiation with us regarding rights or products related to our M1 agonist program. As a result of the
termination of the original agreement, the rights and obligations of the parties, including but not limited to the right of first negotiation granted to JJDC by us with respect to rights or products
related to our M1 agonist program have terminated.




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

Johnson & Johnson Development Corporation

We have an agreement with Johnson & Johnson Development Corporation, or JJDC, regarding our development work into the effects of using M1 agonists, such as NGX267 and NGX292, in the treatment of CNS diseases and disorders. Upon completion of a specified level of development of our lead M1 agonist, we are obligated to provide results for the compound to JJDC. For a specified period of time following receipt of the results, or at an earlier time as agreed to by both parties, JJDC has the exclusive right of first negotiation with us regarding rights or products related to our M1 agonist program.

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

Johnson & Johnson Development Corporation

 

 TPTX has an agreement with Johnson & Johnson Development Corporation, or JJDC, regarding TPTX’s development work into the effects of using M1 agonists in the treatment of CNS diseases and disorders. Upon completion of a specified level of development of TPTX’s lead M1 agonist, TPTX is obligated to provide results for the compound to JJDC.

 

For a specified period following receipt of the results, or at an earlier time as agreed to by JJDC and TPTX, JJDC has the exclusive right to negotiate with TPTX regarding any sale, transfer, license or other distribution of any TPTX’s intellectual property rights or products related to TPTX’s M1 agonist program, referred to as an M1 agonist transaction. If an agreement is not reached within that time, then during a specified period after the end of the period of negotiation with JJDC, TPTX may enter in an agreement with a third party regarding an M1 agonist transaction on terms that are more favorable to TPTX than the terms last proposed by JJDC. If, however, during the specified period after the end of the period of negotiation with JJDC, TPTX proposes to enter in an agreement with a third party regarding an M1 agonist transaction on terms that are equivalent to or less favorable to TPTX than the terms last proposed by JJDC, TPTX must first offer JJDC the right to enter into an agreement with TPTX on the terms proposed by the third party. If JJDC notifies TPTX that it wishes to complete an M1 agonist transaction on the terms offered by the third party within a specified notice period, then the parties will negotiate an agreement on those terms during a specified

 

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negotiation period. If JJDC does not notify TPTX that it wishes to complete an M1 agonist transaction on the terms offered by the third party within the specified notice period or if the parties are not able to enter into an agreement on those terms within a specified negotiation period, TPTX is free to enter an agreement with the third party as long as the terms of that agreement are no less favorable to TPTX than the terms presented to JJDC.  JJDC’s rights as described above terminate at the end of the specified period after the end of the period of negotiation with JJDC, or, if TPTX notifies JJDC during that period of a proposed M1 agonist transaction with a third party on terms that are equivalent to or less favorable to TPTX than the terms last proposed by JJDC, the rights terminate at the end of a new designated period for JJDC and TPTX to negotiate an agreement upon such new terms.

 

JJDC may assign its rights under the agreement to one of its affiliates. The provisions of the agreement do not apply to, or restrict TPTX with respect to, any sale of all or substantially all of the business or assets of TPTX. TPTX will, however, remain subject to the terms of the agreement following any such transaction effected during the term of the agreement, including the transaction with Axonyx.

 

The foregoing description of the terms and conditions of the agreements with each of Eli Lilly, LSRI, Eisai, UIRF and JJDC set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of each such document attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated by reference herein.

 

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