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CONFIDENTIAL TREATMENT
REQUESTED UNDER 17 C.F.R.
SECTIONS 200.80(b)(4), 200.83 AND
240.24b-2. * INDICATES OMITTED
MATERIAL THAT IS THE SUBJECT OF
A CONFIDENTIAL TREATMENT
REQUEST THAT IS FILED
SEPARATELY WITH THE
COMMISSION
EXHIBIT 10.25
BINDING LETTER AGREEMENT
This Letter Agreement is made and entered into this August 4, 1998 by and
between Corange International Limited, a Bermudan corporation having its
principal place of business at X.X. Xxx XX 0000, Xxxxxxxx, XX XX, Xxxxxxx
("Xxxxxxx") and GeneMedicine, Inc., a Delaware corporation having its principal
place of business at 0000 Xxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000-0000
("GMED") to amend the Alliance Agreement (the "Alliance Agreement") dated
July 17, 1995 as amended and Share Purchase Agreement (the "Share Purchase
Agreement") dated July 17, 1995 by and between Corange and GMED. Capitalized
terms used and not otherwise defined herein shall have the meanings given such
terms in the Alliance Agreement.
The parties hereby set forth in this Binding Letter Agreement the terms for
amending the Alliance Agreement and Share Purchase Agreement. These terms are
as follows:
A) The Research Term of the Alliance Agreement shall be extended for twenty-
four (24) months to February 3, 2002, which is the date of the seventh
anniversary of the Effective Date of the Alliance Agreement.
B) The Research Plan of September 23, 1997 as updated April 2, 1998, which is
now in place, is continued with respect to the three Research Leads for the
genes IL-2 (clinical study phase II), Interferon-(alpha) (clinical study
phase I/II) and IL-12 (clinical study phase I/II).
C) No rights are or have been granted to GMED under the Alliance Agreement, or
any other agreement entered into prior to the date of this Letter Agreement
by GMED with Corange or an affiliate of Corange including members of the
Roche group of companies to any proprietary technology owned or controlled
by Corange or an affiliate of Corange relating to genes IL-2,
Interferon-(alpha) or IL-12 (all of said proprietary technology herein
referred to as Corange Proprietary Technology). Sect. 14.1 b of the
Alliance Agreement remains applicable. GMED's rights to the DOTMA
technology under the License Agreement between Syntex (U.S.A.) Inc. and
GeneMedicine, Inc. dated April 8, 1994 remain unchanged.
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D) GMED shall be entitled to develop and commercialize products in the Field
alone or with other partners under GMED's own proprietary technology, or
proprietary technology developed during the Research Term, if Corange or an
affiliate of Corange does not *** or if *** or if GMED fails to ***. In the
latter case, it is agreed that the Alliance shall terminate and GMED and
Corange shall each have the right to develop and commercialize Products in
the Field pursuant to Sect. 7.3 of the Alliance Agreement. Even in these
cases, no rights are implied or granted to GMED under this provision to
Corange Proprietary Technology.
E) Corange and GMED agree that the research funding continues as contemplated
in the Alliance Agreement. Out of this research funding GMED will pay in
particular all costs of phase II clinical development including any cost
for biological materials for conducting clinical studies. The phase II
clinical development will consist of (i) performance of a phase II clinical
trial using the Research Lead for IL-2 (one trial), (ii) performance of a
phase I/II clinical trial using the Research Lead for Interferon-(alpha)
(one trial) and (iii) performance of a phase I/II clinical trial with the
Research Lead IL-12 (one trial) and (iv) associated preclinical development
necessary to support such clinical trials.
Corange and GMED agree that the milestone payment under Sect. 6.2 of the
Alliance Agreement will be payable upon *** during the term of the Alliance
Agreement of each of the milestone events described in Section 6.2 for ***.
F) The definition of "Field" in the Alliance Agreement is amended to read as
follows: "Field" means any non-viral Gene Therapy method using IL-2,
Interferon-(alpha) or IL-12 or any combination thereof for the treatment of
all cancer indications in humans.
G) GMED shall forego the requirement of the equity purchase by Corange due on
February 1, 1999 pursuant to Section 1.2 (b) of the Share Purchase
Agreement. In addition to funding under Section 6.1 of the Alliance
Agreement GMED shall receive from Corange an amount of *** payable during
the Research Term, at the latest on *** in consideration for extending the
Field.
Corange shall pay GMED a one time milestone in an amount of *** upon ***.
Except for the occurrence of payment of this milestone of *** the milestone
payments under Sect. 6.2 of the Alliance Agreement shall remain unchanged.
H) Corange and GMED agree that failure to achieve an Interim Research
Milestone due to the use of inappropriate or unsuitable models,
inappropriate product concepts or inappropriate gene selections will result
only in modification of the Research Plan, if the RMC has approved the
Research Plan under which such work is performed.
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This Letter Agreement takes precedence over all previous agreements by and
between the parties with respect to the subject matter of the Alliance Agreement
and Share Purchase Agreement. In case of any inconsistencies between the terms
of this Letter Agreement and the terms of either or both of the Alliance
Agreement and Share Purchase Agreement this Letter Agreement shall supercede and
predominate. Except as amended and modified herein, the Alliance Agreement and
the Share Purchase Agreement shall remain in full force and effect in accordance
with respective terms.
IN WITNESS THEREOF, the parties have executed this Binding Letter Agreement as
of the date first set forth above.
CORANGE INTERNATIONAL LIMITED GENEMEDICINE, INC.
/s/ XXXX X. XXXXXX /s/ XXXXXX XXXXXXX
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By: Xxxx X. Xxxxxx By: Xxxxxx Xxxxxxx
Title: President Title: President and COO
/s/ C XXXXXX XXXXX
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By: C Xxxxxx Xxxxx
Title: Director
