AstellasOn 27 October 2005, TopoTarget Switzerland S.A. (formerly Apoxis S.A.) entered into an agreement with Astellas under which TopoTarget was granted an exclusive worldwide license to a group of chemical compounds (the lead of which TopoTarget refers to as APO866) with potential anti-cancer and immunosuppressive activity Astellas retains manufacturing rights and TopoTarget has an obligation to purchase product exclusively from Astellas. Such rights are to be assigned to TopoTarget in case Astellas wishes to discontinue manufacturing.
In consideration of the license grant, TopoTarget agreed to pay an upfront payment plus a series of development milestone payments (such milestone payments totalling a single digit number of million EUR), the first of which is payable upon receipt by Astellas of a full report of a Phase II clinical trial of APO866 with data sufficient to substantiate commencement of a Phase III or pivotal Phase II study. In addition, TopoTarget agreed to pay Astellas a royalty of a low double digit percentage of future net sales of Products during the term of the license.
Astellas has retained a "licence-back" option in respect of each Product in selected indications, on reasonable terms to be agreed within certain stated limits after good faith negotiations. The option is to be exercised by Astellas no later than three months after receiving full reports from TopoTarget on both the CTCL and melanoma Phase II clinical trials. In addition, Astellas retains (i) the right, when executing its option, to buy-back all the licensed rights subject to good faith negotiations and reaching agreement with TopoTarget on reasonable terms to be agreed within certain pre-agreed limits; and (ii) an exclusive "right of first negotiation" should TopoTarget decide to out-licence a Product for any indication at any time.
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