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| APPY > SEC Filings for APPY > Form 8-K on 30-Jul-2012 | All Recent SEC Filings |
30-Jul-2012
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
AspenBio Pharma, Inc. (the "Company") entered into an Exclusive License Agreement (the "Agreement") on July 25, 2012, with Ceva Santé Animale S.A. (the "Licensee"), an international animal health company, under which the Company granted the Licensee an exclusive royalty-bearing license to the Company's intellectual property and other assets, including patent rights and know-how, relating to recombinant single chain reproductive hormone technology for use in non-human mammals (the "Company's Animal Health Assets"). The Company's Animal Health Assets includes a sublicense to Licensee of the technology licensed to the Company by The Washington University pursuant to a License Agreement, dated May 1, 2004, as amended.
Under the Agreement, the Licensee obtained a worldwide exclusive license to develop, seek regulatory approval for and offer to sell, sell, market, distribute, import and export luteinizing hormone ("LH") and/or follicle-stimulating hormone ("FSH") products for bovine (cattle), equine and swine in the field of the assistance and facilitation of reproduction in bovine, equine and swine animals. The Company also granted the Licensee an option and right of refusal to use certain of the licensed Animal Health Assets to develop additional animal health products outside of the licensed field of use or any diagnostic pregnancy detection tests for non-human mammals.
Under the Agreement, the Company will receive the following financial consideration for the licensed Animal Health Assets:
· License fees of approximately $1 million payable in quarterly installments;
· Milestone payments, totaling up to a potential of $2 million in the aggregate, based on the satisfactory conclusion of pilots studies, clinical studies, manufacturing advances, and receipt of various regulatory approvals for bovine FSH products in the field of use and a potential for milestone payments of up to an additional $2 million for development and receipt of regulatory approval for additional licensed products; and
· Royalties based on sales of licensed products.
The obligations of the Licensee to make future license fee, milestone and royalty payments are conditioned upon the successful completion of a bovine proof of concept study that is expected to be completed by September 30, 2012. If the foregoing condition is not met, the Licensee has the right, in its sole discretion, to terminate the Agreement.
In addition, the Agreement provides that the licensee fee installment payments shall be made by the Licensee to a joint bank account in the name of the Licensee and the Company, until the full payment is made by the Company to Novartis Animal Health pursuant to that certain Confidential Termination Agreement, dated November 15, 2011, by and between the Company and Novartis Animal Health.
The Agreement contains other standard termination, indemnification and other terms and conditions. The Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein in its entirety.
(d) Exhibits
Exhibits
10.1 Exclusive License Agreement, dated July 25, 2012, between Ceva Santé Animale S.A. and AspenBio Pharma, Inc.
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