Collaborative Development Agreement (2000)Full Document 

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                       COLLABORATIVE DEVELOPMENT AGREEMENT
       TAISHO PHARMACEUTICAL CO., LTD. - IDEC PHARMACEUTICALS CORPORATION



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                                TABLE OF CONTENTS



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ARTICLE 1--DEFINITIONS......................................................     1

ARTICLE 2--RESEARCH AND DEVELOPMENT.........................................     6

ARTICLE 3--OF RESEARCH AND DEVELOPMENT......................................    11

ARTICLE 4--RIGHTS...........................................................    14

ARTICLE 5--EXCHANGE OF INFORMATION AND CONFIDENTIALITY......................    14

ARTICLE 6--PATENTS AND PATENT PROSECUTION...................................    16

ARTICLE 7--PRODUCT SUPPLY...................................................    19

ARTICLE 8--REVERSIONS TO IDEC...............................................    20

ARTICLE 9--TERM AND TERMINATION.............................................    20

ARTICLE 10--RIGHTS AND DUTIES UPON TERMINATION..............................    22

ARTICLE 11--WARRANTIES, REPRESENTATIONS, INSURANCE AND INDEMNIFICATIONS.....    23

ARTICLE 12--FORCE MAJEURE...................................................    25

ARTICLE 13--GOVERNING LAW...................................................    26

ARTICLE 14--DISPUTE RESOLUTION..............................................    26

ARTICLE 15--SEPARABILITY....................................................    27

ARTICLE 16--ENTIRE AGREEMENT................................................    27

ARTICLE 17--NOTICES.........................................................    27

ARTICLE 18--ASSIGNMENT......................................................    28

ARTICLE 19--RECORDATION.....................................................    28

ARTICLE 20--IN COUNTERPARTS.................................................    28




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                                 APPENDIX TABLE

                                                                         
APPENDIX A:  PATENTS.....................................................    i

APPENDIX B:  ANTIBODY RESEARCH:..........................................    ii

APPENDIX C:  PRODUCT DEVELOPMENT.........................................    iv

APPENDIX D:  MANUFACTURING PROCESS.......................................    ix

APPENDIX E:  PRODUCT DEVELOPMENT PLAN FOR TAISHO TERRITORY...............    xi














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                       COLLABORATIVE DEVELOPMENT AGREEMENT

     This COLLABORATIVE DEVELOPMENT AGREEMENT ("CDA"), effective this 22nd day
of December, 1999 ("EFFECTIVE DATE"), between Taisho Pharmaceutical Co., Ltd.
organized under Japanese law and having its principal executive offices at 24-1
Takata 3-chome, Toshima-ku, Tokyo 170-8633, Japan ("TAISHO") and IDEC
Pharmaceuticals Corporation, a company organized under the laws of the State of
Delaware and having its principal executive offices at 11011 Torreyana Road, San
Diego, California 92121, USA ("IDEC").

                                   BACKGROUND

     WHEREAS, IDEC is engaged in research and development of Macrophage
Migration Inhibitory Factor ("MIF") and has accumulated knowledge relating to
antibody based products;

     WHEREAS, both TAISHO and IDEC desire to collaborate in both the research of
antibodies against MIF and in the development of the PRODUCT (hereinafter
defined);

     WHEREAS, IDEC acquired rights to develop and manufacture MIF technology
from Cytokine Networks, Inc. ("CNI").

     WHEREAS, the PARTIES have entered into the LICENSE AGREEMENT as of even
date, providing for commercialization and marketing of the PRODUCT by both
TAISHO and IDEC in their respective territories. The PARTIES shall also consider
CO-PROMOTION (hereinafter defined) the PRODUCT in TAISHO TERRITORY-B.

     NOW, THEREFORE, in consideration of the covenants and obligations expressed
herein, and intending to be legally bound by such covenants and obligations, and
otherwise to be bound by proper and reasonable conduct, the PARTIES agree as
follows:

                             ARTICLE 1--DEFINITIONS


     "AFFILIATES" shall mean any corporation, firm, partnership or other entity,
whether de jure or de facto, which directly or indirectly owns, is owned by or
is under common ownership with a PARTY to this CDA to the extent of at least
fifty percent (50%) of the equity (or such


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                                                CONFIDENTIAL TREATMENT REQUESTED


lesser percentage which is the maximum allowed to be owned by a foreign
corporation in a particular jurisdiction) having the power to vote on election
of the directors thereof or direct the affairs of the entity and any person,
firm, partnership, corporation or other entity actually controlled by,
controlling or under common control with, a PARTY to this CDA.

     "ANTIBODY RESEARCH" shall mean the collaborative research program between
IDEC and TAISHO to develop high affinity humanized monoclonal antibodies in the
FIELD as the PARTIES may agree to in accordance with ARTICLE 2 of this CDA and
as outlined in APPENDIX B hereto.

     "BEST EFFORTS" shall mean the maximum effort consistent with the rational
and prudent exercise of business judgment for a commercial enterprise in the
biopharmaceuticals or pharmaceuticals industry. For example, a measure of BEST
EFFORTS shall be not less than the effort accorded a project of high priority
which results from the in-house research of a PARTY to this CDA.

     "CDA INFORMATION" shall mean any and all proprietary or confidential data,
information, know-how and results obtained from the ANTIBODY RESEARCH and
PRODUCT DEVELOPMENT as further described in ARTICLE 2 of this CDA.

     "CO-PROMOTION" shall mean, for purposes of this CDA, a way of collaboration
by the PARTIES under which TAISHO, it's AFFILIATE or it's sublicensee as one
PARTY and IDEC or it's AFFILIATE as the other PARTY, shall each deploy its own
sales force to market the FINISHED PRODUCT under the same tradename or
trademark, both PARTIES jointly promote the FINISHED PRODUCT in the same country
and in the same FIELD, which is implemented for any country in TAISHO
TERRITORY-B if IDEC determines to do so having exercised it's option under
Section 2.03 of the LICENSE AGREEMENT.

     "EMEA" shall mean the European Medicines Evaluation Agency.

     "FDA" shall mean the United States Food and Drug Administration.

     "FIELD" shall mean use of the PRODUCT(S) for in vivo therapy of human
disease and in vivo diagnosis and in vitro diagnosis and evaluation of
[CONFIDENTIAL TREATMENT REQUESTED].


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     "IDEC TECHNOLOGY" shall mean all IDEC KNOW-HOW and PATENTS which relate to
PRODUCT or REAGENT, that IDEC owns, or controls, in whole or in part, and to
which IDEC has the right to use, grant licenses or sublicenses and developed
during the term of this CDA or known to IDEC as of the EFFECTIVE DATE of this
CDA.

     "IDEC TERRITORY" shall mean the entire world, except TAISHO TERRITORY.

     "IND" shall mean Investigational New Drug application filed with the
medical regulatory authority in any country within the TERRITORY.

     "IND ALLOWANCE" shall mean the allowance by the medical regulatory
authority in any country within the TERRITORY to begin human clinical trials as
a result of the submission of an IND for PRODUCT.

     "KNOW-HOW" shall mean all proprietary or confidential information, data and
know-how which relates to PRODUCT and shall include, without limitation, all
chemical, pharmacological, toxicological, clinical, assay, quality control and
manufacturing data and any other information and REAGENTS relating to PRODUCT
and useful or required for the ANTIBODY RESEARCH and PRODUCT DEVELOPMENT,
developed during the term of this CDA or known as of the EFFECTIVE DATE, to the
extent that a PARTY is free to disclose, use, license, or sublicense such as
provided by this CDA. In addition, the term "KNOW-HOW" shall include CDA
INFORMATION.

     "LICENSE AGREEMENT" shall mean the License Agreement between the PARTIES of
even date.

     "MAJOR EUROPEAN COUNTRY" shall mean any one of the following countries:
[CONFIDENTIAL TREATMENT REQUESTED].

     "PARTY" shall mean IDEC or TAISHO, as the case may be; "PARTIES" shall mean
IDEC and TAISHO.

     "PATENTS" shall mean all patents and patent applications which are or
become owned or controlled by a PARTY or PARTIES jointly, and which such PARTY
or PARTIES otherwise


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have, now or in the future, the right to use, grant licenses or sublicenses
during the term of this CDA, which generically or specifically claim PRODUCT or
REAGENT, a process for manufacturing PRODUCT or REAGENT, an intermediate used in
such process, a method to formulate or deliver PRODUCT or REAGENT or a use of
PRODUCT or REAGENT. Included within the definition of PATENTS are any
continuations, continuations-in-part, divisions, patents of addition, reissues,
renewals or extensions thereof. Also included within the definition of PATENTS
are any patents or patent applications which generically or specifically claim
any improvements on PRODUCT or REAGENT, including the use of PRODUCT or REAGENT,
or intermediates or manufacturing processes required or useful for production of
PRODUCT or REAGENT which are developed by a PARTY or PARTIES, or which such
PARTY or PARTIES otherwise has the right to use, grant licenses, now or in the
future, during the term of this CDA. The current list of patent applications and
patents encompassed within IDEC's PATENTS is set forth in APPENDIX A attached
hereto. APPENDIX A shall be updated by the PARTIES from time to time.

     "PIVOTAL TRIAL" shall mean the Registration Trial as used in the United
States in regard to FDA procedure the status of which is equivalent to Phase III
clinical studies as required under the Pharmaceutical Affairs Law in Japan.

     "PRODUCT" shall mean any composition of matter, the intellectual property

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