ADDENDUM
EXHIBIT
10.1(ii)
ADDENDUM
This
Addendum is made in Jerusalem as of this 22 day of November, 2005 (the “Effective Date”) and is
entered in to by and among Yissum the Research Development Company of the Hebrew
University of Jerusalem (hereinafter: “Yissum”) and Biocancell
Therapeutic Inc., a company incorporated under the laws of the State of Delaware
(hereinafter: “DBTI”)
and Biocancell Therapeutics Ltd., a company established under the laws of the
State of Israel (hereinafter: “DBTL”) (DBTI and DBTL shall
collectively be referred to as the “Company”), for the purposes of
amending certain provisions in the Exclusive License Agreement executed by
Yissum, DBTI and DBTL on November 14, 2005 (hereinafter: the “License Agreement”), all as
set forth hereunder.
1.
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Capitalized
terms used in this Addendum shall have the meaning ascribed to them in the
License Agreement.
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2.
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This
Addendum shall form an integral part of the License
Agreement.
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3.
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Yissum
and the Company agree that as of the Effective Date, the provisions set
forth below in the License Agreement will be amended as
follows:
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(a)
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section
3.2 of the License Agreement shall be replaced in its entirety with the
following provision:
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Sixty
(60) days after the end of each calendar year commencing from the date of the
First Commercial Sale, Company shall furnish Yissum with an annual report
(herein the “Periodic
Report”) detailing the total sales effected during the reporting period
and the total Royalties and Sub-license Revenues due to Yissum in respect of
that period.
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(b)
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section
10.1 of the License Agreement shall be replaced in its entirety with the
following provision:
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Unless
earlier terminated, as hereinafter provided, the term of this Agreement shall
expire on a country-by-country basis at such time when no Valid Claim exists, or
if no Patent was issued in a country, on the ninth anniversary of the First
Commercial Sale in such country, thereafter the License in such country shall
expire, provided in each case that Company may extend the term of the Agreement
on a country-by-country basis for an additional period of one year each by
continuing to pay the consideration set forth in section 3. Upon the expiration
of the License in a given country (as set forth above), the Company shall have a
perpetual, worldwide, royalty-free, fully paid-up License in that
country.
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(c)
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All
sections of the License Agreement not amended by the terms of this
Addendum shall remain unchanged and of full force and
effect.
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4.
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Yissum
and Company agree that the Research Plan and budget attached hereto shall
also be attached to the License Agreement and shall form Appendix 2 of the
License Agreement.
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IN
WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement
in multiple originals by their duly authorized officers and representatives on
the respective dates shown below, but effective as of the Effective
Date.
YISSUM
RESEARCH DEVELOPMENT COMPANY
OF
THE
HEBREW UNIVERSITY OF JERUSALEM
By:
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/s/
Xxxxxx Xxx
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By:
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/s/
Herve Bercovier
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Name:
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XXXXXX
XXX
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Name:
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PROF.
HERVE BERCOVIER
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Title:
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VICE
PRESIDENT
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Title:
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Chairman
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Authority
for Research and Development
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Date:
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NOV 22 2005 |
Hebrew
University of Jerusalem
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Date: |
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BIOCANCELL
PHARMACEUTICALS INC.
By:
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/s/
Xxx Xxxxx
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By:
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/s/
Xxx Xxxxx
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Name:
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Name:
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XXX
XXXXX
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Title:
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Title:
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PRESIDENT
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Date:
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Date:
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NOV
22,
2005
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BIOCANCELL
PHARMACEUTICALS LTD.
By:
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/s/
Xxx Xxxxx
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By:
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/s/
Xxx Xxxxx
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Name:
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Name:
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XXX
XXXXX
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Title:
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Title:
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PRESIDENT
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Date:
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Date:
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NOV
22,
2005
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Research
Plan
General
Aims:
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1)
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To
develop additional novel DNA based therapy strategies for bladder cancer.
The goals of the present project are accordingly the development of
molecular markers for TCC prognosis and of a DNA-based gene therapy
tailored to the properties of each tumor, by implementing new molecular
diagnostic methods. A novel therapy approach based on patient-specific
gene expression profiles in each cancer tailored to individual patients by
using selected transcriptional regulatory sequences for DNA-based therapy
will be developed. It should enable us to identify likely non-responders
in advance, thereby avoiding treatment failures with unnecessary suffering
and costs.
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2)
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Evaluation
of the therapeutic effect of new toxin vectors now carrying kanamycin
driven by the H19 regulatory
sequences.
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3)
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To
continue testing the therapeutic potential of our toxin vector in
compassionates patients (case study), to base the safety and efficacy of
the treatment for a long term..
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4)
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In
order to perform the clinical trials a large amount of plasmid will be
required that can no longer be generated using bench protocols, thus
scaling-up nuclei acid purification protocol will be
developed.
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5)
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To
use the regulatory sequences of the imprinted genes H19 and Insulin growth
factor 2 (IGF-2) for preclinical development of DNA based therapy of human
colorectal cancer liver metastasis. The therapeutic potential of the toxin
vector will be tested in compassionate patients suffering of liver colon
metastases, preparing a platform for a Phase I clinical
study.
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6)
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To
further validate the role of H19 acting as an oncogene, to determine the
potential dowstream targets of H19, and to
substantiate the potential therapeutic value of knocking down H19 in human
tumors.
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Research
Program
1. Since our results so far
are based on limited study populations, quantitative expression profiles for
H19 and IGF2 (P3
and P4 transcripts) will be determined in a large number of bladder carcinoma
specimens using a computerized in situ RNA hybridization analysis technology and
quantified by “TMP” (telemolecular pathology) software that permits high
resolution quantitative analysis of in situ hybridization photomicrographs and
real-time transmission of the resulting images. The goal is to correlate both
the numbers of cells expressing H19 and other genes with
different stages of bladder cancer and their co-expression in human bladder
tumors. This study will be extended to each gene identified as highly expressed
in TCC but not expressed in normal tissue. From published data sets on gene
expression in TCC and from our own Micro array-based gene expression profiling
in bladder cancer, we will extract genes that are not expressed in normal
bladder tissue but become induced in invasive or papillary TCC. This expression
pattern will be confirmed by RT-PCR on a set of RNAs from TCC and normal bladder
tissues from different stages available in the lab and on TCC cell lines. For
the following investigation, genes will be selected that are not significantly
expressed in other adult tissues (except in testes), i.e. oncofetal markers
(like H19) or
cancer-testis antigens (like the MAGE-A genes). In parallel to
the ongoing investigation of tissue specimens, collection of follow-up data for
the patients will be continued to determine whether expression of transcripts of
X00, XXX0 or other genes identified using expression profiling with DNA
Microarrays, differs not only between different stages and grades of bladder
cancer, but has also prognostic value. Genes yielding significant prognostic
results in univariate analysis will be tested further in multivariate analysis
together with established prognostic parameters (TNM stage, tumor grade,
multifocality etc.). Further, selected regulatory sequences confirmed as
differentially expressed in normal tissue/cells and cancer tissues/cells will be
tested for promoter activity in transfection experiments.
Subsequently
to the studies on tumor tissues, we aim to evaluate at least one urine-based DNA
TCC marker each or a combination of markers that supersedes the diagnostic
accuracy and reproducibility, and preferably also the economy, of presently
known markers.
2. The experiments in this
part of the work program aim at expanding the repertoire of transcriptional
activating sequences that are differentially expressed in bladder cancer to
become capable of treating a broader range of TCC beyond those that express
H19. The research plan
calls for invoking tumor specific-dependent regulatory sequences to selectively
express cytotoxic effectors in tumor cells. Currently, the arsenal of our
therapeutic vectors comprises constructs carrying regulatory sequences of H19 and of IGF2. H19-DT-A constructs
have been developed to the point of using them in patients. The selected
regulatory elements will be incorporated into plasmid vectors (“naked DNA”)
containing reporter (β-galactosidase,
luciferase or GFP) or toxin genes. The plasmid vector to be used as backbone for
the regulatory sequence analyses will be pGL3 (Promega). Delivery via plasmid
vector (“naked DNA”), has been found to be surprisingly efficient in vivo
according to our Preliminary Studies. Activity of the plasmid constructs will be
assessed ex vivo in human and murine tumor cell lines selected by their pattern
of expression and in normal urothelial cells for comparison. By the end of these
ex vivo analyses, we expect to assemble a variety of optimized vectors, with
both reporter and toxin genes, to be entered into animal in vivo efficacy
studies as described below. The therapeutic potential of toxin expression
constructs driven by the selected tumor specific regulatory sequences will be
studied in distinct animal models of bladder cancers which are complementary and
permit the study of tumors with distinctive histopathologies. All animal models
and techniques for investigation of the animal tumors are established and have
been used in previous work. (A) Since BBN-induced rat bladder tumors share
histological features with human papillary bladder TCC, we will employ this
animal model. Once rumors have been BBN induced, our therapeutic vectors will be
evaluated by intravesical gene delivery. Naked DNA expression constructs
complexed with a DNA/PEI (polyethylenimine) will be delivered intravesically via
catheter, after removing the urine. Intravesical delivery enables local
administration and efficient delivery of therapeutic genes to cancer cells with
minimal systemic exposure. We will start with marker experiments, using reporter
expression constructs (β-gal, GFP and Luc)
to monitor delivery efficiency and check the selective activity of
tumor-specific promoters. Then the DT-A toxin and the CD expression vectors will
be evaluated. (2) The second animal model
will consist of human bladder carcinoma cell lines implanted into nude mice. We
will study the therapeutic potential of our toxin vectors on orthotopically
implanted cell lines (UMUC-3, RT-112) in female CD-1 nude mice. DNA will be
administered transurethrally 4 and 7 d after cells implantation. We will use
these human bladder cancer cells engineered to stably express the GFP protein in
vivo to visualize the tumor burden over time by intravital imaging using a
Macro-illumination imaging system, allowing us to reduce the number of animals
used in these experiments.
3. An expression vector
expressing the human gene TNF-α under the
control of the H19 promoter will be generated and its function will be assessed
ex-vivo in various bladder carcinoma cell lines selected by their pattern of
expression of H19. The anti-proliferation and in vitro killing effect of
TNF-α will be
verified by cell counting and MTT assay. The TNF-α expression level
following transfection will be assayed by ELISA in the supernatant. Effects of
the H19-TNF-α
vector will be compared to those of DTA-H19 and the combined effect of
both vectors. These experiments will serve to test the potential synergisim
between DT-A and TNF-α in TCC. In
particular, the combined effect of the two plasmids expressing the DT-A or the
TNF-α will be
tested in cell lines that are resistant to the cytotoxic effect of either DT-A
or TNF-α. The
therapeutic potential of the expression vectors for TNF-α and their
potential synergistic antitumor effect with DT-A vectors will then be explored
in two animal models: (A) immunocompromised CD-1 mice implanted with human
bladder carcinoma cell lines. Two weeks after tumor cell inoculation the tumor
size will be measured. One group of mice will then be treated with the toxin
vector DTA-H19, a second group with the vector expressing the TNF-α under the
control of the H19
promoter, a third group will be treated with the combination of both
toxin vectors. A fourth control group will be treated with luciferase reporter
vector, containing H19 transcriptional
regulatory sequences. The mice will receive three intratumoral injection of the
vectors every 2 days. The animals will be sacrificed 3 days after the last
injection, the tumors will be excised and their ex-vivo weight and volume will
be measured. Samples of the tumors will be processed for histological
examination for evidence of necrosis and persistent tumor. To monitor the in
vivo TNF-α
expression at the mRNA level, RNA from the tumors will be isolated and RT-PCR
will he performed. (B) bladder tumors induced by subcutaneous injection of
syngenic mouse bladder carcinoma cells into the back of female C3H/He mice. Two
weeks after tumor development the mice will be randomized into four groups and
treated as described in (A).
4. We have previously reported
the construction of expression vectors carrying the gene for diphtheria toxin A
(DT-A under the control of a 814 bp 5’-flanking region of the H19 gene). The
cell killing activity of these constructs corresponded to the activity of the
H19 regulatory sequence in the transfected cells. The therapeutic potential of
toxin expression constructs driven by H19 regulatory sequences was evaluated in
distinct animal models of bladder cancers. The Food and Drug Administration
(FDA) advises strongly against the use of β-lactam resistance
markers in plasmids that will be used as therapeutics. Thus, the β-lactam resistance
marker cassette in the plasmid expressing either the DT-A gene or the reporter
gene will be replaced by kanamycin resistance gene. Governmental regulatory
issues and plasmid efficacy should be taken into account when designing the
plasmid vector intended for use in clinical trials. In order to validate the
biological activity of the vectors now carrying the kanamicyn resistance gene,
in vitro and in vivo experiments will be performed. The biologic or
pharmacologic activity of the constructs carrying the kanamycin resistance gene
will be tested by in vitro bridging experiments, and compared to that obtained
using the plasmids carrying the Amp resistance gene. The therapeutic potential
and the safety of the kanamycin carrying toxin expression constructs driven by
H19 regulatory sequences will be evaluated in two distinct animal models of
bladder cancers which are complementary and permit the study of tumors with
distinctive histopathologies: I) a rat carcinogen-induced bladder tumor model
(with a prominent papillary component) that parallels superficial papillary TCC
in humans at varying stages of tumor progression, and II) immunocompromised SCID
mice implanted with human bladder carcinoma cell lines.
5. The therapeutic potential
of the kanamycin carrying toxin expression constructs driven by H19 regulatory
sequences will be tested in compassionate patients (including the patients that
were already treated with the toxin vector carrying the Amp resistance gene)
that underwent several transurethral resection of superficial low-grade tumor,
while no adjuvant intravesical treatments succeeded to stop the recurrences.
Patients will receive DTA-H19 intravesically on day 1. Treatment will continue
once a week for a total of 6 weeks in the absence of unacceptable toxicity. The
patient will receive escalating doses of DTA-H19. In the absence of grade III
toxicity or worse in the first cohort treated, subsequent cohorts of patients
each will receive escalating doses of DTA-H19 on the same schedule. If no
toxicity will be observed dose escalation will continue. If the patient
experiences grade IV toxicity, dose escalation will cease and the MTD (maximal
tolerated dose) will be defined as the previous dose level. One week after
completion of treatment the patient will be evaluated by video-cytoscopy,
urinary cytology and bladder biopsy, monitoring of residual H19-DTA in body
fluids including urine, blood and nose smear will be performed by PCR. Patients
will be tested for electrolytes, kidney and liver function. Six weeks after
treatment completion patients will undergo video-cytoscopy, urinary cytology and
biopsy, monitoring of residual DTA-H19 in body fluids including urine, blood and
nose smear by PCR, and testing for electrolytes, kidney and liver function.
Follow-up will continue every three
months by video-cytoscopy during the first year after treatment and by
routine clinical monitoring after that.
6. After testing the selected
regulatory sequences in animal models, optimization of therapy strategies in
human will be performed. In order to perform a clinical trial using one of the
validated therapeutic vectors a large amount of plasmid will be required that
can no longer be generated using bench protocols, thus scaling-up nuclei acid
purification protocol will be developed. Following the scale-up procedure,
lot-to-lot release tests will be established, monitoring consistency and lot
reproducibility. Govermental regulatory issues and plasmid efficacy will he
taken into account when designing the plasmid vetor intended for use in clinical
trials. In accordance with regulatory requirements, a master cell bank will be
generated for small-scale GMP production. A pilot batch of the plasmid will be
produced and evaluated in pre-clinical studies. A process for the production of
65 liter will be developed, in comparison to the current lab procedure, that
produces only 0.5 liter. GMP manufacture of plasmid for use in human clinical
studies will include the performance and documentation of Quality Control (QC)
tests. The production process will be free of RNase for the generation of media
lysates to avoid potential contamination of the final product with any animal
derived component, and hence putative human pathogens (e.g. bovine spongiform
encephalopathy), which is in compliance with FDA regulations and deals with the
challenges related to the large-scale production of E. Coli, which includes
optimization of the biologicals system (vector/host/fermentation media).
Essentially the process involves fermentation, cell lysis and purification
through a series of centrifugation and wash steps, endotoxin removal and plasmid
purification on a DEAE anion exchange chormatography column, and plasmid
concentration by isopropanol. The plasmid product will be tested for
specifications and lot-to-lot release. The DNA contenst in the plasmid and the
presence of other cell-derived contaminants, such as RNA and proteins, will be
evaluated by measuring the A260/280 ratio of absorbance. The homogeneity of size
and structure, supercoiled vs. linear, will be tested by gel
electrophoresis.
The
identity of the DNA plasmid will be determined by restriction enzyme digestion
with multiple enzymes. A test for sterility to detect aerobic and anaerobic
bacteria and Mycoplasm testing will be performed.
7. We have previously showed
that the human H19 and IGF2-P3 regulatory sequences were able to drive the DT-A
expression in the rat colon carcinoma CC531 cells (Ohana et al 2005). The cell
killing activity of these constructs corresponded to the activity of the H19
regulatory sequence in the transfected cells. Therefore, these cells proved to
be suitable for the generation of the orthotopic animal model used in this study
to examine the anti-tumor effect of DTA-H19 and DTA-P3 expression vectors in
vivo. This therapy was shown recently to successfully reduce subcapsular induced
liver tumors in a metastatic model of rat CC531 colon carcinoma (Ohana et al.
2005). Although a connection between IGF II expression and the development of
liver metastases from colorectal cancers has been shown thus far H19 expression
in liver metastases in humans, has not been studied. We investigated the
expression of the imprinted oncofetal H19 gene in hepatic metastases derived
from a range of human carcinomas, and assessment of its prognostic value in
order to establish the basis for developing a DNA based therapy for such
metastases. The positive results using the toxin vector DTA-H19, prompted us to
test during the next year the antitumoral effect of the toxin vector DTA-P3 and
DTA-P4 injected intraperitoneally in combination with the transfection enhancer
PEI, into the rat orthotopic model for colon metastases in the liver.
Preliminary experiments support the concept that regional arterial delivery of
the expression vectors might be an effective treatment for colorectal liver
metastases. The therapeutic potential of the toxin constructs XXX-X00, XXX-X0
and DTA-P4, will be evaluated in the established liver metastases animal model
following repeated regional delivering of the toxin vectors using intrahepatic
injection. In this approach we combine the use of the regulatory sequences of
the H19 and IGF2-P3 genes that drive the expression of the cytotoxic gene in the
tumors only and regional arterial delivery of these toxin vectors. Like in
clinical practice, implantable ports will be used to allow repeat administration
of the vector.
The
replacement of the Amp resistance gene by the Kan resistance gene in the
expression vectors DTA-P3 and DTA-P4 will also be performed.
These
experiments may serve as a platform for the design of a clinical study on
compassionate patients.
8. Preliminary in vitro
experiments using Hep3B hepatocarcinoma cells showed that H19 RNA was knockdown
as determined by RT-PCR analysis. Recent results showed that HCC tumors fromed
from Hep3B in vitro transfected with H19 siRNA encountered a significant
retardation of tumor growth, and in some cases tumor did not form at all. These
preliminary observations encourages us to assess H19 as a therapeutic target for
HCC and possibly for other tumors in which H19 is significantly increased. Our
initial experiments will be to explore the hypothesis that H19 act as an
oncogene both in vitro and in vivo based in our preliminary results. Our next
step will be to explore the molecular mechanism of this effect. Our initial
observations are suggestive of a therapeutic potential for siRNA against H19
inhibiting tumor growth. We will assess the anti tumor growth effect in vitro in
a panel of H19 positive cell lines. The experiments will be performed both in
normal and serum starvation conditions. For controls we would apply H19 negative
cell lines, from the same lineages and also non-relevant siRNAs with potential
low off target effects. The effect of the siRNA against H19 will be assessed by
cell proliferation studies and metabolic read-outs. We will investigate and
employ different siRNA delivery methods for in vitro and in vivo delivery. To
check the therapeutic potential of siRNA duplexes targeting the human X00 XXX,
XX-0 nude mice will be implanted with H19 expressing Hep3B cells or other tumor
cell lines. For the assessment to the anti-tumor effect in vivo, all tested cell
lines will be stably transduced with the luciferse (luc) expression vector;
then, luc expression will be assessed with the sensitive CCCD system to monitor
and quantify the levels of luc. This will enable us to measure the efficiency of
siRNA delivery and also will serve to assess the effect of anti H19 siRNA on
tumor growth. We would also determine the anti tumor effect through tumor volume
measurements, and by survival studies. The mechanism of the anti-tumor effects
will also be investigated in vivo as described above for the in vitro
studies.
Research
Budget
Xxxxxxxx’ lab
costs
All
figures are in US
$K Updated:
October 31, 2005
Lab costs (for year #1
only)
Study
group
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Cost
item
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Total
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Bladder
studies
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Bridging
studies
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10
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Immunology
studies, cell necrosis caused by DTA-H19 treatment might induce an immune
reaction
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5
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Compassionate
use
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4
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IGF2,
siRNA and TNF studies
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12
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Liver
studies
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Intra
arterial administration studies
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14
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IGF2,
siRNA and TNF studies
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12
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Annual
personnel costs (detailed below)
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219
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Total
costs
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276
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University
overhead of 35%
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97
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Total
Research Cost
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373
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The
Total Research Cost as set forth in this Research Budget shall be paid to Yissum
in advance, in four (4) equal installments.
The
first installment shall be on July 1, 2006 and the remaining installments shall
be paid thereafter at the beginning of each 3 month period.
Lab wages
breackdown:
Name
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Role
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Annual
wage
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Effort
(%)
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Xxxx.
Xxxxxxx Xxxxxxxx
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0 | |||||||||
Xx.
Xxxxxxxx Xxxxx
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Laboratory
Manager
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60 | 100 | % | ||||||
Xxxx.
Xxxxxx Xxxxx
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Diagnostics
and immunology
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50 | 100 | % | ||||||
Dr.
Xxxxxx Xxxxxxx
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Pathology
and Animal studies
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45 | 100 | % | ||||||
Aya
Mizrahi, PhD student
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Liver
studies
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10 | 50 | % | ||||||
Xxxxxxxx
Xxxx, Msc
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Bladder
studies
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10 | 100 | % | ||||||
Xxxxx
Xxxxxxx
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Lab
Technichian
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18 | 100 | % | ||||||
Xxxxx
Xxxx PhD student
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IGF2-P4
studies
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20 | 100 | % | ||||||
Colel
Turgemam
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6 | 25 | % | |||||||
Total of annual wages | 219 |
Lab
R&D costs
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Confidential
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1
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