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Collaborative Research, Development and Commercialization Agreement

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Title:

Collaborative Research, Development and Commercialization Agreement

Entities:

Kosan Biosciences Inc.; Brown University; Stanford University; Cooley Godward LLP; Hoffmann-La Roche Inc.

Date:

2002

Size:

Preview shows 9KB of 170KB total

Price:

$45

ID:

#140437

► Licensing ► Commercializ. ► Misc. Commercialization Agreements;
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► Biotech & Drugs ► Commercial Physical & Biological Research

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COLLABORATIVE RESEARCH, DEVELOPMENT

AND COMMERCIALIZATION AGREEMENT

This Collaborative Research, Development and Commercialization Agreement (Agreement) is entered into as of this 19^th day of September, 2002 (Effective Date), by and between:

on the one hand,

Hoffmann-La Roche Inc., a corporation organized and existing under the laws of the State of New Jersey, with its principal place of business at 340 Kingsland Street, Nutley New Jersey 07110 (Roche Nutley), and F.Hoffmann-La Roche Ltd, a Swiss corporation, with its principal office at Grenzacherstrasse 124, CH-4070 Basel, Switzerland (Roche Basel; Roche Nutley and Roche Basel are collectively referenced as Roche),

and on the other hand,

Kosan Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 3832 Bay Center Place, Hayward, California 94545 (Kosan). Roche and Kosan each may be referred to herein as a Party, and collectively as Parties.

WHEREAS, Kosan owns or possesses certain patent rights, know-how and regulatory filings with respect to epothilones, including epothilone D, and believes that epothilone D has the potential to become an anti-cancer agent with significant worldwide annual sales;

WHEREAS, Kosan desires to collaborate with a pharmaceutical company with oncology development and commercialization expertise to ensure that epothilone D is diligently developed and commercialized worldwide so as to realize promptly epothilone Ds therapeutic and commercial potential;

WHEREAS, Roche desires to collaborate with Kosan in the development and commercialization of epothilone D and such other epothilones as Roche and Kosan may determine could be beneficial in the treatment of cancer and further desires to make the commitment and investment to develop diligently and commercialize worldwide an anti-cancer drug of such potential;

WHEREAS, Roche desires to obtain an exclusive license under Kosans patent rights, know-how and regulatory filings with respect to epothilones, including epothilone

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

D, to collaborate with Kosan in the development and commercialization of epothilone drugs for the treatment of cancer; and

WHEREAS, Kosan is willing to grant an exclusive license to Roche under such patent rights and know-how, all as more particularly described in, and subject to the terms and conditions of, this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings, and singular forms, plural forms and derivative forms (i.e. other parts of speech), shall be interpreted accordingly:

1.1 Adjusted Gross Sales means the amount of gross sales of all Licensed Products in the Territory invoiced by the Roche Group to Third Parties less deductions of [*] to the extent included in the amounts invoiced, provided that no income taxes shall be deducted from gross sales of Licensed Product to calculate Adjusted Gross Sales. The computation of Adjusted Gross Sales shall not include amounts received by the Roche Group for the sale of Licensed Product among entities within the Roche Group. If the Roche Group [*] shall be included in Adjusted Gross Sales as computed on a product-by-product basis. Quarterly, Roche will reconcile [*] respectively, and credit or debit Adjusted Gross Sales accordingly.

1.2 Affiliate means any corporation or non-corporate business entity which controls, is controlled by, or is under common control with a Party to this Agreement. A corporation or non-corporate business entity shall be regarded as in control of another corporation if it owns or directly or indirectly controls at least fifty percent (50%) of the voting stock of the other corporation (other than Genentech, Inc., which shall neither be a Roche Affiliate nor be entitled to the rights of a Roche Affiliate under this Agreement) or such lesser maximum percentage permitted in those jurisdictions where majority ownership by foreign entities is prohibited, or (a) in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation, or (b) in the case of a non-corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or non-corporate business entity, as applicable, whether through the ownership or control of voting securities, by contract or otherwise.

Roche is presently seeking permission to acquire an interest in Chugai Pharmaceutical Company Ltd. (Chugai). Nothing contained in this Agreement is to be construed as binding Chugai to any of the terms and conditions contained in this

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