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Title: |
Collaboration Agreement |
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Entities: |
Aventis Pharmaceuticals Inc.; Regeneron Pharmaceuticals Inc.; Morgan, Lewis & Bockius |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 271KB total |
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Price: |
$99 |
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ID: |
#328024 |
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COLLABORATION AGREEMENT
By and Between
AVENTIS PHARMACEUTICALS INC.
and
REGENERON PHARMACEUTICALS, INC.
Dated as of September 5, 2003
COLLABORATION AGREEMENT
THIS COLLABORATION AGREEMENT (Agreement), dated as of September 5, 2003 (the Effective Date), is by and between AVENTIS PHARMACEUTICALS INC., a corporation organized under the laws of Delaware and having a principal place of business at 200 Crossing Boulevard, Bridgewater, New Jersey 08807 (Aventis), and REGENERON PHARMACEUTICALS, INC., a corporation organized under the laws of New York and having a principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 (Regeneron) (with each of Aventis and Regeneron referred to herein individually as a Party and collectively as the Parties).
WHEREAS, Regeneron has developed certain VEGF inhibitor molecules that are in clinical and pre-clinical trials referred to herein as VEGF Trap Products, and Regeneron intends to Develop and Commercialize VEGF Trap Products in the Territory;
WHEREAS, Aventis and its Affiliates possess expertise in Developing, manufacturing and Commercializing pharmaceutical products and have in place large and experienced teams to conduct these activities; and
WHEREAS, Regeneron and Aventis desire to collaborate on the Development and Commercialization of all VEGF Trap Products and other VEGF Products in the Territory as set forth herein (the Collaboration).
NOW, THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement, whether used in the singular or plural, except as expressly set forth herein, shall have the meanings set forth below:
1.1 Acquisition Proposal shall have the meaning set forth in Section 20.16(c).
1.2 Additional Major Market Country shall mean any country in the Territory, other than the Major Market Countries referred to in clause (i) of the definition thereof and the Co-Marketing Countries, in which Net Sales in the immediately prior Contract Year were [*****************] or more of aggregate Net Sales in the Territory (excluding Co-Marketing Countries) and such designation shall remain effective from and after the determination of such Net Sales amount; provided, however, that a country shall not be deemed an Additional Major Market Country if, at the time that Net Sales in such country in a given Contract Year first exceed [***********] of
aggregate Net Sales in the Territory (excluding Co-Marketing Countries), the Parties mutually agree.
1.3 Adverse Reaction Reports shall mean an adverse event or adverse drug reaction as defined (i) in the ICH E2A document, (ii) in any clinical safety reports, as referenced in 21 C.F.R. 312.32 (as may be amended from time to time), or (iii) any international equivalent definitions used by Regulatory Authorities in the Territory. The definition will be considered updated as these documents are officially amended by the ICH and applicable Regulatory Authorities to ensure compliance with regulatory reporting requirements.
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