April 12, 2005 David Karp Chief Financial Officer Chemokine Therapeuties Corp. Vancouver, BC, V6T 1Z3 Canada VIA CAMPUS MAIL Dear Mr. Karp, Re: Amendment to License Agreement between UBC and Chemokine Therapeutics Corporation dated September 22, 1999...
T H E U N I V E R S I T Y O F B R I T I S H C O L U B I A |
File No. 97-098L
April 12, 2005
Xxxxx Xxxx
Chief Financial Officer
Chemokine Therapeuties Corp.
0000 Xxxx Xxxx-Xxxx 000
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Xxxxxx
VIA CAMPUS MAIL
Dear Xx. Xxxx,
Re: Amendment to License Agreement between UBC and Chemokine Therapeutics
Corporation dated September 22, 1999 (the “License”).
This letter agreement is to amend the subject of the License. The parties hereby agree to amend the License by making the following changes:
1. Change section 11.4 (c) so that it shall now read:
(c)
commence Phase II clinical trials by December 31, 2005. The Licensee covenants to notify the University, in writing, within 15 days of the commencement of Phase II clinical trials;”
2. Change section 12.2 so that it shall now read:
12.2
The Licensee will complete and deliver to UBC:
(a)
within 30 days of each and every Royalty Due Date, a completed Payment Report in the form Attached as Schedule “C”, (or an amended form as required by UBC from time to time) together with the royalty payable under this Agreement. A separate Payment Report shall be prepared and delivered for each sublicense, including an accounting statement setting out in detail how the amount of sublicensing revenue was determined and identifying each sublicense and the location of the business of each sublicense. The first Payment Report will be submitted within 30 days of the first Royalty Due Date after the receipt of the first Revenue or sublicensing revenue, and thereafter a Payment Report shall be delivered every three months regardless of whether any Revenue or sublicensing revenue were received in the preceding period; and
(b)
on or before January 1 of each year during the term of the license, starting on January 1, 2006, an Annual Report in the form attached as Schedule “D” (or an amended form as required by UBC from time to time).
UNIVERSITY INDUSTRY LIAISON OFFICE | Main Office #103 - 6190 Agronomy Road Vancouver, BC Canada X0X 0X0 | Affiliated Hospitals Xxxxxx #000 - 000 X. 00xx Xxxxxx Xxxxxxxxx, XX Xxxxxx X0X 0X0 |
xxx.xxxx.xxx.xx | Tel: 000-000-0000 Fax: 000-000-0000 | Tel: 000-000-0000 Fax: 000-000-0000 |
Schedules C and D are attached to the end of this document.
All other terms and conditions of the Agreement will remain in full force and effect and shall continue for the duration of the Agreement. This letter, upon execution by both parties, shall form part of the Agreement and the two documents shall be read together. If the foregoing Amendment is satisfactory, please have this letter executed on behalf of Chemokine Therapeutics Corporation in the space provided.
Both parties agree that this agreement may be executed in counterpart, and may be delivered by fax.
Yours sincerely,
(Signed) Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Associate Director
UBC Industry Liaison Office
Agreed and Accepted by Chemokine
Therapeutics Corporation
(signed) Xxxxxx Xxxxxx, Date
April 13, 2005
Schedule “C”
Payment Report for the Period_____________
Instructions for Completing this Report
Please fill out each section in full, identifying in the Royalty Summary Table the unit sales and geographical sales areas. If the license with UBC involves several product lines, please prepare a separate Summary Table for each product line. For licenses involving sublicensing revenue. please prepare an additional report for each sublicense.
PLEASE NOTE: An interest rate of 12.68%per annum, calculated annually not in advance will be assessed against all payments in arrears.
Licensee | Agreement # 97-098L | UBC ID #97-098 |
(or sub licensee)___________ |
UBC Technology Human Stormal-Derived Factor 1 Peptide Agonist
Report Type (check one and complete as appropriate)
Single Product Line | Product Line Trade Name______________________________ | ||
Multiple Products | Page_____ Of ________ Product Line Trade Name________ | ||
Sublicense Report | Page_____ Of ________ |
Payments this Quarter (please complete separate tables for multiple product lines) Royalties on Product Sales
Country | Units Sold | Unit Price (domestic Currency) | Gross sales | Less Allow-ances* | Net Sales | Royalty Rate | Conversion Rate (to Canadian$) | Period Royalty Amount (Canadian$) | ||||
This yr | Last Yr | |||||||||||
Canada US Europe (Specify countries) Other | ||||||||||||
Total Product Royalties | ||||||||||||
Additional Payments (complete all that apply)
Minimum Royalty Fee | Amount | ||||
Milestone Payment | Amount | ||||
Annual Licence Maintenance Fee | Amount | ||||
This Year | Last Year | ||||
Total Payments for Period |
*Please indicate the reason for returns or other allowances, if significant. Please note any unusual occurrences that affected royalty amounts during the period.
Prepared by _____________________ Date ___Dd/mm/yy_______ Phone _________________
I______________(print name), ___________________(title) hereby certify the foregoing information as true and correct.
____________________________________________________________________________
Signature
Date Signed
Schedule “D”
UBC License Agreement Annual Report
The information to be completed below shall constitute the annual report required pursuant to the UBC License Agreement. Any information or documents provided by the Licensee in this report shall not be interpreted as affecting the express rights and obligations of the Licensee contained in the License Agreement. This report is in addition to the Payment Report to accompany each royalty payment.
Date of Report _______________
Person Preparing This Report:_______________
Name of Licensee: Chemokine Therapeutics Corp.
UBC File Number 97-098L
Jurisdiction of Corporation:_________
Head Office Address_________________
Contact Person for Company ______________________________________________
Licensed Technology: Human Stromal-Derived Factor 1 Peptide Agonists and Antagonists
Telephone Number ________________
E-mail Address:_____________________
1.
Please provide a brief report on the status of development of the UBC Technology, progress on creating a commercial Product or subsequent marketing of the Product as appropriate.
__________________________________________________________________
2.
Has the Licensee filed any patent applications for modifications or improvements relating to the original UBC Technology? Please provide details, and attach copies of all relevant documents.
__________________________________________________________________
3.
Has the Licensee become aware of any potential 3rd party infringing on the UBC patents or related intellectual property? If so please provide details and outline what the Licensee is doing about this.
__________________________________________________________________
4.
Has the Licensee met any milestone or performance objectives in the past year as set forth in the license agreement? Please outline the past year’s accomplishments.
__________________________________________________________________
5.
Does the Licensee expect to meet any milestone or performance objectives in the coming year as set forth in the license agreement? If so please provide details.
__________________________________________________________________
6.
If applicable, has the licensee granted sublicenses to 3rd parties and if so have copies of the sublicense agreement been provided to the Technology Manager at UBC? If not, please enclose a copy of each sublicense agreement.
__________________________________________________________________
7.
Has the licensee made any sales in the last 12 months? Yes_____ No______
If so please submit a completed Royalty Payment Report.
a)
Date of sales of Products utilizing the Technology;
b)
Date of any clinical trials.
__________________________________________________________________
8.
Does your company have public liability insurance? If so, please attach a copy of the insurance policy naming UBC as insured as required by the License Agreement.
__________________________________________________________________
9.
Please provide the Licensee’s estimate or projection of gross sales revenue for products based on the UBC Technology for the next 12 months by licensee and any sub-licensee.
__________________________________________________________________
10.
Is there any other information relating to this License that you think we should be aware of? Please summarize them below or contact us directly.
__________________________________________________________________
Prepared by __________________Date ___Dd/m/yy__________Phone______________
I____________(print name) of ____________(title) hereby certify the foregoing information as true and correct.
__________________________________________________________________
Signature Date Signed
Once completed, please submit this report to:
Managing Director c/o Licensing Compliance Office
University-Industry Liaison Xxxxxx
#000-0000 Xxxxxxxx Xxxx,
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X0X 0X0
