EXHIBIT 3.21
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.
CONFIDENTIAL PORTIONS HAVE BEEN OBSCURED.
VIVENTIA BIOTECH INC.
SUBSCRIPTION AGREEMENT
TO: VIVENTIA BIOTECH INC.
RE: SUBSCRIPTION FOR AND PURCHASE OF UNITS
1. SUBSCRIPTION
Teva Pharma B.V. (the "PURCHASER") hereby subscribes for and agrees to purchase,
on and subject to the terms and conditions set forth herein, from Viventia
Biotech Inc. (the "CORPORATION") such number of units ("UNITS") as is specified
in section 18 hereof (collectively, the "PURCHASED UNITS") at a price of $0.20
per Unit.
2. DESCRIPTION OF UNITS
Each Unit is comprised of one common share of the Corporation (a "COMMON SHARE")
and one common share purchase warrant (a "SHARE PURCHASE WARRANT"). Each Share
Purchase Warrant is exerciseable by the holder at any time into one Common Share
at a price of $0.20 per Common Share. Each Share Purchase Warrant expires at
5:00 p.m. on the date which is five years from the date of issuance of the Share
Purchase Warrants.
The Units, Common Shares, Share Purchase Warrants and Common Shares issued upon
the exercise of the Share Purchase Warrants (collectively, the "PURCHASED
SECURITIES") will be subject to resale restrictions prescribed by the Toronto
Stock Exchange (the "TSX") and any regulatory body having jurisdiction, and may
not be sold or transferred for a period of 120 days following the Closing Date,
other than in accordance with the rules of the TSX and any regulatory body
having jurisdiction. The Purchaser is advised to consult legal advisers
regarding such restrictions.
3. PAYMENT
The total amount payable by the Purchaser in respect of the Purchased Units (the
"SUBSCRIPTION PRICE") will be paid in lawful money of Canada on the Closing (as
herein defined) by certified cheque or bank draft drawn on a Canadian chartered
bank and payable to "VIVENTIA BIOTECH INC.", or as otherwise directed by the
Corporation.
4. CONDITIONS OF CLOSING
The Purchaser must complete, sign and return one executed copy of this
Subscription Agreement at the Closing. It is a condition of the Closing that all
regulatory approvals necessary for the purchase and sale of the Purchased Units
must be obtained prior to the Closing Date (as herein defined). The obligations
of the Purchaser to complete the purchase of the Purchased Units contemplated
hereby will be conditional upon the fulfillment at or before the Closing Time
(as herein defined) of the following conditions:
-2-
(a) the Corporation having obtained all requisite regulatory approvals
required to be obtained by the Corporation in respect of the offering
of the Purchased Units (the "OFFERING");
(b) the Corporation having complied fully with all relevant statutory and
regulatory requirements required to be complied with prior to the
Closing Time (including without limitation those of the TSX in
connection with the Offering);
(c) the Corporation having received a letter of the TSX accepting notice
of the Offering subject to the usual conditions;
(d) the Corporation having taken all necessary corporate action to
authorize and approve the Subscription Agreement and the issuance of
the Purchased Securities and all other matters relating thereto;
(e) delivery of a bring down certificate with respect to the accuracy of
the representations and warranties as at the Closing Time and
compliance and fulfillment with all covenants to be performed as at
the Closing Time;
(f) the Purchaser having received a favorable legal opinion of the
Corporation's counsel addressed to the Purchaser, acceptable to
counsel to the Purchaser, acting reasonably; in giving such opinion,
counsel to the Corporation will be entitled to rely, where
appropriate, as to matters of fact, upon the representations and
warranties of the Purchaser contained herein, a certificate of fact of
the Corporation signed by officers in a position to have knowledge of
such facts and their accuracy and certificates of such public
officials and other persons as are necessary or desirable;
(g) the Corporation having delivered to the Purchaser a certificate of
Computershare Trust Company of Canada as registrar and transfer agent
of the Corporation which certifies the number of outstanding common
shares of the Corporation as at the day before the Closing Date;
(h) the Common Shares and Share Purchase Warrants in form acceptable to
the Purchaser, acting reasonably, will have been executed and
delivered by the Corporation, to the extent necessary, to the
Purchaser; and
(i) the Xxx family and shareholders of the Corporation controlled or owned
by them having entered into a shareholders' agreement with respect to
their securities of the Corporation with the Purchaser, in a form
acceptable to the Purchaser.
The Corporation covenants that it will use its reasonable commercial efforts to
fulfill or cause to be fulfilled, at or before the Closing Time, each of the
conditions listed above in items (a) to (h).
- 3 -
5. USE OF PROCEEDS
The Corporation agrees that the proceeds from the issuance, sale and delivery of
the Purchased Units will only be used to finance discovery, research and product
development initiatives and general operating activities in accordance with the
strategic operating plan approved by the Board of Directors of the Corporation
or any amendments thereto approved by the Board of Directors of the Corporation.
For greater certainty, the proceeds from the issuance, sale and delivery of the
Purchased Units will not be used to redeem or purchase any securities (including
convertible securities) or debt of the Corporation.
6. CLOSING
Delivery and payment for the Purchased Units will be completed (the "CLOSING")
at the offices of Torys LLP, 32nd Floor, Maritime Life Tower, TD Centre, 00
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0, at 8:00 a.m. (Toronto time)
(the "CLOSING TIME") on September 5, 2003 or on such earlier or later date or
time as the Corporation and the Purchaser may agree (the "CLOSING DATE"). This
executed Subscription Agreement is open for acceptance by the Corporation at any
time within five business days of the date it is executed by the Purchaser.
Confirmation of acceptance or rejection of this subscription will be delivered
to the Purchaser within five business days of the date it is executed by the
Purchaser.
One or more certificates representing the Common Shares and Share Purchase
Warrants comprising each Unit will be available at the Closing in accordance
with the terms of Section 4(h) hereof for delivery against payment to the
Corporation of the Subscription Price in the manner specified above.
7. PROSPECTUS EXEMPTIONS
(a) The Purchaser represents and warrants that it is resident outside of
Ontario and Canada. The Purchaser acknowledges, agrees and covenants
that:
(i) at the Closing Date and thereafter, the Purchased Securities may
be subject to transfer and resale restrictions under applicable
laws, including the rules and regulations of the TSX;
(ii) since the issuance of the Purchased Securities to it hereunder is
an issuance of securities outside of Canada, in the spirit of the
Interpretation Note which has been published in the place and
stead of repealed O.S.C. Policy 1.5 and in the spirit of the
proposed Rule to replace the same, it will not sell any of the
Purchased Securities issued hereunder to any person resident in
Canada for a period of one hundred and twenty (120) days from the
date the said Purchased Securities are issued, unless the same is
permitted under an applicable exemption from applicable
securities legislation. If, during the period of any resale
restriction applicable to the Purchaser, new legislation is
enacted in respect of the sale of
- 4 -
securities outside of Ontario or the other provinces of Canada,
such as proposed Multilateral Instrument 72-101, each of the
Corporation and the Purchaser covenants to comply with the
provisions of same to the extent applicable, and if required by
such new legislation the certificates representing the Purchased
Securities will be appropriately legended in respect of
applicable resale restrictions; and
(iii) the Purchaser will not sell any of the Purchased Securities to
any resident of Canada or for the account of or benefit of any
resident of Canada except in compliance with the securities laws
of the applicable province or territory of Canada.
(b) The Purchaser further acknowledges and agrees that it will execute any
documents required by the TSX or any regulatory authority having
jurisdiction regarding restrictions on transfer and any applicable
hold period. The Purchaser acknowledges and agrees that:
(i) it has not been provided with a prospectus in connection with its
subscription for the Purchased Units;
(ii) it has not been provided with an offering memorandum within the
meaning of the Securities Act (Ontario) and the Regulation and
rules thereunder in connection with this purchase of the
Purchased Units; and
(iii)it has been advised to consult its own legal advisors with
respect to applicable resale restrictions and that it is solely
responsible (and the Corporation is not in any way responsible)
for compliance with applicable resale restrictions.
(c) The Purchaser agrees that the Corporation may be required by law or
otherwise to disclose the identity of the Purchaser.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
(a) BY THE CORPORATION: The Corporation hereby represents, warrants and
covenants to and with the Purchaser and acknowledges that the
Purchaser is relying upon such representations, warranties and
covenants (which representations, warranties and covenants will
survive the Closing) that:
(i) each of the Corporation and 20025 Yukon Inc. (the "SUBSIDIARY")
is duly organized and validly existing under the laws of Ontario
and Yukon, respectively; each is duly registered, licensed or
qualified as an extra-provincial corporation in each jurisdiction
where it carries on business except where the failure to be so
registered, licensed or qualified will not result in an adverse
- 5 -
material effect; other than the Subsidiary, a wholly-owned
subsidiary of the Corporation, the Corporation has no
subsidiaries;
(ii) the Corporation has the corporate power, capacity and authority
to enter into, and to perform its obligations under, this
Subscription Agreement; this Subscription Agreement has been duly
authorized, executed and delivered by the Corporation and is a
valid and binding obligation of it, enforceable in accordance
with its terms, subject to the usual exceptions as to bankruptcy
and the availability of equitable remedies; all necessary
corporate action has been taken by the Corporation to validly
issue and sell the Purchased Units to the Purchaser; at the
Closing, all agreements contemplated by this Subscription
Agreement to which the Corporation is a party will be duly
authorized, executed and delivered by the Corporation and will be
valid and binding obligations of it, enforceable in accordance
with their respective terms, subject to the usual exceptions as
to bankruptcy and the availability of equitable remedies;
(iii) each of the Corporation and the Subsidiary has the corporate
power and capacity to own or lease its assets and to carry on its
business as now conducted by it and as is presently intended to
be conducted by it;
(iv) other than acceptance by the TSX of the private placement notice
relating to the issue and sale of the Purchased Units and the
approval of the holders of the Corporation's debentures, no
consents, approvals, authorizations, declarations, registrations,
filings, notices or other actions whatsoever are required in
connection with the execution, delivery and performance by the
Corporation of the transactions contemplated by this Agreement;
(v) the entering into of this Subscription Agreement, the sale of the
Purchased Units and the performance by the Corporation of its
other obligations contemplated hereby will not result in a breach
of, and do not create a state of facts which, after notice or
lapse of time or both, will result in a breach of, and do not and
will not conflict with,
(A) any of the terms, conditions or provisions of the constating
documents or by-laws or resolutions of the shareholders and
directors of the Corporation or the Subsidiary;
(B) any material contract of the Corporation;
- 6 -
(C) to the knowledge of the Corporation, any statute, rule or
regulation applicable to the Corporation or the Subsidiary;
and
(D) to the knowledge of the Corporation, any judgment decree or
order binding the Corporation, the Subsidiary or the
property or assets of the Corporation or the Subsidiary;
(vi) the Common Shares to be delivered to the Purchaser, when
delivered to the Purchaser, will be duly authorized, validly
issued and outstanding as fully-paid and non-assessable shares in
the capital of the Corporation;
(vii) the Corporation will, at all times while the Share Purchase
Warrants are outstanding, allot and maintain sufficient number of
Common Shares to satisfy the exercise of Share Purchase Warrants
comprising the Purchased Units;
(viii) the Common Shares issuable upon the exercise of the Share
Purchase Warrants will, upon due exercise of the Share Purchase
Warrants and the receipt by the Corporation of the exercise price
in accordance with the terms thereof, be duly authorized, validly
issued and outstanding as fully-paid and non-assessable shares in
the capital of the Corporation;
(ix) each of the Corporation and the Subsidiary is current and
up-to-date with (i) all material filings required to be made by
it under the corporate laws of its jurisdiction of incorporation
and (ii) to the best of the Corporation's knowledge, all filings
required to be made under the securities laws of the provinces of
Canada where it is a reporting issuer or its equivalent, as
applicable;
(x) the Corporation is a reporting issuer not in default of its
obligations under the securities laws of British Columbia,
Alberta and Ontario (the "PROVINCES") and no material change
relating to the Corporation has occurred with respect to which
the requisite material change report has not been filed under the
securities laws of the Provinces and no such disclosure has been
made on a confidential basis;
(xi) none of the materials filed by or on behalf of the Corporation
with the applicable securities commissions or the stock exchanges
(the "PUBLIC RECORD") contained a misrepresentation (as defined
in the Securities Act (Ontario)) as at the date of such filing
which has not been corrected;
(xii) the Corporation is a "QUALIFYING ISSUER" as such term is defined
in Multilateral Instrument 45-102;
- 7 -
(xiii) the authorized capital of the Corporation consists of an
unlimited number of common shares and an unlimited number of
preference shares, issuable in series, of which, as at June 30,
2003, 277,843,627 Common Shares (and no other shares) are issued
and outstanding as fully paid and non-assessable; the authorized
capital of the Subsidiary consists of an unlimited number of
class A shares of which, as at the date hereof, one class A share
(and no other shares)is issued and outstanding as fully paid and
non-assessable, and such share is owned by the Corporation; all
such issued and outstanding securities have been validly issued
and are outstanding as fully paid and non-assessable; other than
as disclosed herein or in connection with the debentures of the
Corporation issued on June 30, 2002, to the knowledge of the
Corporation, there are no shareholders agreements, pooling
agreements, voting trusts or other agreements or understandings
with respect to the voting, acquisition, disposition or other
dealing or holding of any securities, or any of them, of the
Corporation or of the Subsidiary; other than, as at July 25,
2003, 107,771,556 share purchase warrants and 5,284,496 options
to purchase Common Shares granted to directors, officers,
employees and shareholders of the Corporation, and 15,384,614
shares and 15,384,614 share purchase warrants issuable upon the
conversion of the outstanding convertible debentures, there are
no agreements, options, warrants, rights of conversion or other
rights pursuant to which either the Corporation or the Subsidiary
is, or may become, obligated to issue any shares or any
securities convertible or exchangeable, directly or indirectly,
into any shares of the Corporation or the Subsidiary,
respectively;
(xiv) each of the Corporation and the Subsidiary has conducted and is
conducting its business in compliance in all material respects
with all applicable licensing, antipollution and environmental
protection legislation, regulations or by-laws or other similar
legislation, laws, by-laws, rules and regulations of any
governmental or regulatory bodies; to the knowledge of the
Corporation, there is no licensing, anti-pollution or
environmental legislation, regulation, by-law or lawful
requirement presently in force which the Corporation anticipates
that it or the Subsidiary will be unable to comply with without
adversely affecting its financial condition, results of
operations, business or prospects in any jurisdiction in which
its business is carried on;
(xv) each of the Corporation and the Subsidiary holds all material
licences, certificates, registrations, permits, consents or
qualifications required by the appropriate state, provincial,
municipal or federal regulatory agencies or bodies necessary in
order to enable its business to be carried on as now conducted
and
- 8 -
all such licences, certificates, registrations, permits, consents
and qualifications are valid and subsisting and in good standing
and do not contain any unusual burdensome provision, condition or
limitation which has or could reasonably be expected to have a
material adverse effect on the operation of the business of the
Corporation or the Subsidiary as now conducted or as presently
intended to be conducted and, neither the Corporation nor the
Subsidiary has received any notice of proceedings relating to the
revocation or modification of any such licences, certificates,
registrations, permits, consents, or qualifications which, if the
subject of an unfavorable decision, ruling or finding would
materially and adversely affect the conduct of the business,
operations, financial condition or income or future prospects of
the Corporation or the Subsidiary;
(xvi) except for proceedings set forth in Schedule 8(a)(xvi), there
are no actions, suits or proceedings (whether or not purportedly
on behalf of the Corporation or the Subsidiary) pending or, to
the knowledge of the Corporation, threatened or expected against
or affecting, the Corporation or the Subsidiary, at law or in
equity, before or by any federal, provincial, state, municipal or
other governmental department, court, commission, board, bureau,
agency or instrumentality, domestic or foreign, or by or before
an arbitrator or arbitration board. To the knowledge of the
Corporation no ground exists upon which any such action, suit or
proceeding might be commenced with any reasonable likelihood of
success. To the knowledge of the Corporation, there are no
judgments, decrees, orders or awards of any court, governmental
body or arbitration affecting the Corporation or the Subsidiary,
at law or in equity;
(xvii) the audited financial statements of the Corporation as at and for
the years ended December 31, 2001 and 2002 contained in the
Corporation's annual reports for the years ended December 31,
2001 and 2002:
(A) have been prepared in accordance with Canadian generally
accepted accounting principles applied on a basis consistent
with those of preceding fiscal periods;
(B) represent fully, fairly and correctly in all material
respects the assets, liabilities and financial condition of
the Corporation as at December 31, 2001 and 2002 and the
results of its operations and the changes in its financial
position for the year then ended;
- 9 -
(C) are in material accordance with the books and records of the
Corporation; and
(D) contain and reflect all necessary adjustments for the fair
presentation of the results of operations and the financial
condition of the business of the Corporation for the period
covered thereby, and there has not been any material adverse
change in the financial position of the Corporation, or its
businesses, assets, liabilities or undertaking since
December 31, 2001 and 2002 other than as specified in the
Public Record;
(xviii) the unaudited interim financial statements of the Corporation
as at and for the six months ended June 30, 2003:
(A) have been prepared in accordance with Canadian generally
accepted accounting principles applied on a basis consistent
with those of preceding periods;
(B) represent fully, fairly and correctly in all material
respects the assets, liabilities and financial condition of
the Corporation as at June 30, 2003, and the results of its
operations and the changes in its financial position for the
period then ended;
(C) are in material accordance with the books and records of the
Corporation; and
(D) contain and reflect all necessary adjustments for the fair
presentation of the results of operations and the financial
condition of the business of the Corporation for the period
covered thereby, and there has not been any material adverse
change in the financial position of the Corporation or its
business, assets, liabilities or undertakings since June 30,
2003 other than as specified in the Public Record;
(xix) the Subsidiary does not carry on any active business, its
liabilities, contingent or otherwise, do not exceed $100 and
generally accepted accounting principles in Canada do not require
the assets and liabilities and results of operations of the
Subsidiary to be consolidated with those of the Corporation;
(xx) the auditors of the Corporation who audited the financial
statements for the years ended December 31, 2001 and 2002 and who
provided their audit report thereon are independent public
accountants as required under applicable Canadian securities
laws;
- 10 -
(xxi) each of the Corporation and the Subsidiary has filed all
necessary tax returns and has paid all applicable taxes of
whatever nature for all tax years to the date hereof to the
extent such taxes have become due or have been alleged to be due
and there are no tax deficiencies or interest or penalties
accrued or accruing, or alleged to be accrued or accruing,
thereon with respect to the Corporation or the Subsidiary which,
in any of the above cases, might reasonably be expected to result
in an adverse change in the condition, financial or otherwise, or
in the earnings, business, affairs or business prospects of the
Corporation or the Subsidiary, other than existing tax
deficiencies which in the aggregate do not exceed $50,000;
(xxii) to the knowledge of the Corporation, no order ceasing or
suspending trading in securities of the Corporation or
prohibiting the sale of securities by the Corporation has been
issued and, no proceedings for this purpose have been instituted
or are pending;
(xxiii) to the knowledge of the Corporation, each of the Corporation
and the Subsidiary is in compliance with all laws respecting
employment and employment practices, terms and conditions of
employment, pay equity and wages, except where such
non-compliance would not constitute an adverse material fact of
the Corporation or the Subsidiary or result in an adverse
material change to the Corporation or the Subsidiary, and has not
and is not engaged in any unfair labour practice;
(xxiv) the Common Shares to be issued at Closing and the Common Shares
to be issued upon exercise of the Share Purchase Warrants have
been conditionally approved for listing and upon issuance will be
listed and posted for trading on the TSX;
(xxv) all of the Corporation's issued and outstanding Common Shares
and the Common Shares reserved or allotted for issue have been
listed for trading on the TSX;
(xxvi) the TSX has accepted notice of the private placement
contemplated by this Subscription Agreement;
(xxvii) the assets of the Corporation are insured against loss or
damage to an extent and in amounts which are reasonable for the
business of the Corporation; to the knowledge of the Corporation,
the Corporation is not in default with respect to any of the
provisions contained in the insurance policies, the payment of
any premiums under any insurance policy nor has failed to give
any notice or to present any claim under any insurance policy in
a due and timely fashion; copies of all insurance policies of the
Corporation and the
- 11 -
Subsidiary and the most recent inspection reports received from
insurance underwriters have been made available to the Purchaser;
(xxviii) to the knowledge of the Corporation, the Corporation has
performed all of the obligations required to be performed by it
and is entitled to all benefits under, and is not alleged to be
in material default of any material contract to which it is a
party; each of the material contracts is in full force and
effect, unamended, and there exists no material default or event
of default or event, occurrence, condition or act which, with the
giving of notice, the lapse of time or the happening of any other
event or condition, would become a material default or event of
default under any material contract;
(xxix) since March 31, 2003, the Corporation has carried on business
in the ordinary course;
(xxx) the Corporation is not in default under any credit agreement,
guarantee, bond, debenture, note or other instrument evidencing
or securing any debt and there exists no state of facts which
after notice or lapse of time or both or otherwise would
constitute such a default;
(xxxi) to the knowledge of the Corporation, the Corporation and the
Subsidiary have all the rights in the Company Intellectual
Property and Intellectual Property Licenses that they reasonably
require to carry on their business as currently conducted, and
neither the Corporation nor the Subsidiary has granted any person
any license, right to use or other interest in the Company
Intellectual Property or Intellectual Property Licenses that
would impair the ability of the Corporation to conduct its
business as it is currently being conducted. The Company
Intellectual Property and the Intellectual Property subject to
the Intellectual Property Licenses together constitute all of the
Intellectual Property currently used in connection with the
operation of the business of the Corporation and the Subsidiary.
Schedule 8(a)(xxxi) contains accurate particulars of all
registrations or applications for registration of the Company
Intellectual Property. All material contracts made by the
Corporation or the Subsidiary granting any person any licenses,
rights of use or other interest in or to the Company Intellectual
Property are in full force and effect, do not constitute a
breach, modification, cancellation, termination or suspension of
any rights in respect of the Company Intellectual Property, and
did not require the consent of any person. The Company
Intellectual Property has not been used or enforced, or failed to
be used or enforced, in any manner that would result in a
non-renewal, modification, abandonment, cancellation or
unenforceability of any
- 12 -
of the Company Intellectual Property. The Corporation and the
Subsidiary have renewed or made application to renew all
registrations of Company Intellectual Property and has paid all
applicable fees, all within the applicable renewal periods. To
the knowledge of the Corporation, all of the Intellectual
Property Licenses and, all of the Intellectual Property rights
which have been granted to the Corporation or the Subsidiary in
the Intellectual Property Licenses, are in full force and effect
and have not been used or enforced, or failed to be used or
enforced, in any manner that would result in a non-renewal,
modification, abandonment, cancellation or unenforceability of
any of such Intellectual Property or the Intellectual Property
Licenses and, if applicable, they have been renewed. Neither the
Corporation nor the Subsidiary is in breach of or in default
under any of the Intellectual Property Licenses. To the knowledge
of the Corporation, neither the Company Intellectual Property nor
its use in the business of the Corporation as currently carried
on or any of the Intellectual Property Licenses on the terms set
forth therein, infringes upon or breaches any rights in the
Intellectual Property of any other person, except any third party
Intellectual Property for which licenses are generally available
on commercial terms. Other than as set out in Schedule 8(a)(xvi),
neither the Corporation nor the Subsidiary has received any
notice of any adverse claim, litigation or assertion of
infringement in respect of the Company Intellectual Property or
the Intellectual Property Licenses, and the Corporation is not a
party to any litigation alleging that the conduct of the
business, as currently carried on infringes upon or breaches the
rights of any other person in Intellectual Property;
(xxxii) the Corporation has provided to the Purchaser all material
information relating to the financial condition, business and
prospects of the Corporation and the Subsidiary and all such
information is true, accurate and complete in all material
respects and omits no material fact necessary to make such
information not misleading; and
(xxxiii) the Corporation has not offered the Purchased Units to any
other person resident in or subject to the laws of the
Netherlands.
(b) BY THE PURCHASER: The Purchaser hereby represents, warrants and
covenants to and with the Corporation and acknowledges that the
Corporation is relying upon such representations, warranties and
covenants (which representations, warranties and covenants will
survive the Closing) that:
(i) the Purchaser is acquiring the Purchased Units (which, for the
purpose of this section, includes any shares issuable upon
- 13 -
conversion of the Purchased Units) as principal for its own
account and not for the benefit of any other person;
(ii) if the Purchaser sells the Purchased Securities, it will comply
with the securities legislation of the jurisdiction within which
the Purchaser and the person to whom the Purchaser sells such
securities resides;
(iii) the sale of the Purchased Securities by the Corporation to the
Purchaser is exempt from the prospectus requirements of the
securities laws of the Netherlands and no prospectus is required
nor are other documents required to be filed, proceedings taken
or approvals, permits, consents or authorizations of the
regulatory authorities obtained under the laws of the Netherlands
to permit such sale. There are no ongoing reporting requirements
in connection with the sale of such securities under securities
laws of the Netherlands;
(iv) as the Purchased Securities are subject to resale restrictions
under the rules of the TSX and may be subject to resale
restrictions under any other regulatory authority having
jurisdiction, the Purchaser will comply with all relevant laws,
rules and policies concerning any resale of such securities and
will consult with its own legal advisors with respect to such
compliance;
(v) the Purchaser will execute and deliver within the applicable time
periods all documentation as may be required by applicable
Canadian securities legislation and regulations to permit the
purchase of the Purchased Units on the terms herein set forth;
(vi) if required by applicable securities legislation, policy or order
of a securities regulatory authority, stock exchange or other
regulatory authority, the Purchaser (at the Corporation's
expense) will execute, deliver, file and otherwise assist the
Corporation in filing such reports, undertakings and other
documents with respect to the issue of the Purchased Securities,
as may be required;
(vii) no finder, broker, agent, or other intermediary has acted for or
on behalf of the Purchaser in connection with the negotiation or
consummation of the transactions contemplated hereby, and no fee
will be payable by the Purchaser or the Corporation to any such
person in connection with such transactions;
(viii) the Purchaser is not a "UNITED STATES PERSON" (as that term is
defined in Rule 902 of Regulation S promulgated under the United
States Securities Act of 1933) nor purchasing the Purchased
- 14 -
Securities for the account of a United States person or for
resale to a United States person or to a person in the United
States;
(ix) the Purchaser is not resident in the Province of Ontario;
(x) the Purchaser has such knowledge and experience in financial and
business affairs as to be capable of evaluating the merits and
risks of this investment;
(xi) the Purchaser is duly incorporated, validly existing and in good
standing under the laws of and resident in, the Netherlands;
(xii) the Purchaser has the corporate power, capacity and authority to
enter into, and to perform its obligations under, this
Subscription Agreement. This Subscription Agreement has been duly
authorized, executed and delivered by the Purchaser and is a
valid and binding obligation of it, enforceable in accordance
with its terms, subject to the usual exceptions as to bankruptcy
and the availability of equitable remedies. At the Closing, all
agreements contemplated by this Subscription Agreement to which
the Purchaser is a party will be duly authorized, executed and
delivered by the Purchaser and will be valid and binding
obligations of it, enforceable in accordance with their
respective terms, subject to the usual exceptions as to
bankruptcy and the availability of equitable remedies;
(xiii) the entering into of this Subscription Agreement, the purchase
of the Purchased Units, Common Shares and Share Purchase
Warrants, and the performance by the Purchaser of its other
obligations contemplated hereby will not result in a breach of,
and do not create a state of facts which, after notice or lapse
of time or both, will result in a breach of, and do not and will
not conflict with, (a) any of the terms, conditions or provisions
of the constating documents or by-laws or resolutions of the
shareholders and directors of the Purchaser; (b) to the knowledge
of the Purchaser, any statute, rule or regulation applicable to
the Purchaser; and (c) to the knowledge of the Purchaser, any
judgment decree or order binding the Purchaser or the property or
assets of the Purchaser.
(xiv) to the knowledge of the Purchaser, the Purchaser is not required
to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency in
order for it to execute, deliver or perform any of its
obligations under this Subscription Agreement or to purchase the
Units in accordance with the terms hereof; and
- 15 -
(xv) the Purchaser and its advisors, if any, have been afforded the
opportunity to ask questions of the Corporation. The Purchaser
has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with
respect to its acquisition of the Units. Purchaser understands
that it (and not the Corporation) will be responsible for its own
tax liabilities that may arise as a result of this investment or
the transactions contemplated by this Subscription Agreement.
(c) KNOWLEDGE: For greater certainty, references to the knowledge of the
Corporation or to the best of the Corporation's knowledge in paragraph
(a) above, refer to the knowledge of each of Xxxxxx Xxx, Xxxxxxx
Xxxxxxxxxxx, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxxx after having made
reasonable enquiries.
9. RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS
The Purchaser acknowledges that the representations, warranties and covenants of
the Purchaser contained in this Subscription Agreement are made with the intent
that they may be relied upon by the Corporation to, among other things,
determine its eligibility to purchase Purchased Units. The Purchaser further
agrees that by accepting the Purchased Units, the Purchaser will be representing
and warranting that the foregoing representations and warranties are true as at
the Closing Time with the same force and effect as if they had been made by the
Purchaser at the Closing Time and that they will survive the purchase by the
Purchaser of the Purchased Units and will continue in full force and effect
notwithstanding any subsequent disposition by them of the Purchased Units,
Common Shares, Share Purchase Warrants or Common Shares issued upon the exercise
of the Share Purchase Warrants.
10. PRE-EMPTIVE RIGHT
(a) Except as expressly provided in this Section 10, no Equity Securities
will be issued by the Corporation, and no option or other right for
the purchase of, acquisition of, or subscription for, any Equity
Securities will be granted, at any time after the date hereof except
upon compliance with the provisions of this Section 10. Without
limiting the generality of the foregoing, nothing in this section 10
will be construed to prohibit the Corporation from issuing securities
at any time and from time to time, on such terms and conditions as may
be acceptable to the board of directors of the Corporation.
(b) If the Corporation proposes to undertake a Public Share Issuance, the
Corporation will ensure that the terms of such Public Share Issuance
will enable the Purchaser to purchase that number of Equity Securities
in order that the Purchaser may maintain its percentage holding of the
total issued and outstanding Common Shares of the Corporation on a
fully diluted basis, excluding Excluded Share Issuances, determined
immediately prior
- 16 -
to the Public Share Issuance (the "OWNERSHIP LEVEL") on the same terms
and conditions as the other participants in the Public Share Issuance.
(c) If the Corporation proposes to undertake a Public Share Issuance and
the circumstances of the Public Share Issuance in the Corporation's
judgment, acting reasonably, do not permit the Purchaser to
participate in the offering, then the Corporation may proceed with the
offering provided that the Purchaser is afforded an opportunity within
180 days of the closing of such offering to participate in that
offering or in another offering on substantially the same terms as the
original offering (that offering or another offering being referred to
herein as the "ALTERNATIVE TRANSACTION"). Until the completion of the
Alternative Transaction, or until the Purchaser declines to
participate fully in the Alternative Transaction, the Purchaser will
be deemed to have the same share ownership percentage interest in the
Corporation as it had prior to the Public Share Issuance in which the
Purchaser was not permitted to participate. If the Purchaser agrees to
participate in the Alternative Transaction but not to its full pro
rata share, it will, immediately upon such agreement, have its share
ownership percentage deemed to be reduced to the actual share
ownership percentage interest it would have upon completion of such
Alternative Transaction and, should it fail to complete the
Alternative Transaction, the share ownership percentage interest of
the Purchaser will be reduced to its actual level at that time.
(d) The pre-emptive rights pursuant to this Section 10 will terminate
immediately and will be lost for all future time on the earlier of:
(i) five years from the date of this Agreement; and (ii) if at any
time, the Purchaser ceases to hold Common Shares whether or not the
Purchaser subsequently acquires securities of the Corporation.
(e) Commencing 4 years and 6 months from the date of this agreement, the
Purchaser and the Corporation will commence negotiations in good faith
to extend the rights provided to the Purchaser in Section 10 on
commercially reasonable terms.
11. FIRST RIGHT OF NEGOTIATION
(a) Provided that the Purchaser (or its successors or assigns) continues
to hold any Common Shares of the Corporation (the "OWNERSHIP
THRESHOLD"), the Corporation hereby grants a right of first
negotiation (the "RIGHTS") to the Purchaser to obtain an exclusive
license (the "LICENSE") to develop, market, sell, promote and
distribute (in a geographic territory to be negotiated) the next five
Indications (the "FIVE INDICATIONS") for which the Corporation seeks a
licensee to develop, market, sell, promote and distribute the
applicable Indication.
(b) The Rights will expire on the earlier of:
- 17 -
(i) five years from the date of this Agreement; and
(ii) the delivery of Negotiation Notices to the Purchaser by the
Corporation in respect of Five Indications and the earlier of:
(A) the expiry of the Negotiation Period in respect of each of
the applicable Indications; and
(B) the execution and delivery by each of the Purchaser and the
Corporation of a License and Development Agreement in
respect of each of the applicable Indications;
(iii) if the holding of Common Shares by the Purchaser falls below the
Ownership Threshold, the Purchaser's Rights under this Section 11
will terminate immediately and will be lost for all future time
and thereafter the Purchaser will not have any rights under
Section 11 in respect of the Five Indications whether or not the
Purchaser subsequently acquires securities of the Corporation.
(c)
(i) The Corporation will notify the Purchaser that it wishes to
trigger the obligations in this Section at a time determined by
the Corporation in respect of each Indication, but not earlier
than the initiation of the first clinical trials using human
subjects in respect of each of the Five Indications (the
"NEGOTIATION NOTICE").
(ii) Upon receipt of a Negotiation Notice, each of the Corporation and
the Purchaser will negotiate for a period of up to 60 days (the
"NEGOTIATION PERIOD") the terms under which:
(A) the Purchaser would obtain the License from the Corporation
and its Affiliates; and
(B) the Purchaser and the Corporation will jointly develop the
applicable Indication (the "DEVELOPMENT AND LICENSE
AGREEMENT").
(C) The Development and License Agreement will contain, without
limitation, the following terms and conditions
(I) payment terms (including, without limitation, license
fees, ongoing royalties, milestone payments, cost
sharing on joint development activities and minimum
sales commitments); and
(II) further assurances by the Corporation to assist the
Purchaser in obtaining any regulatory approval or
registration or any patent, trade-xxxx, trade dress or
- 18 -
other intellectual property rights in respect of the
Corporation products which are necessary for the
marketing, sale, promotion or distribution of the
applicable indications.
(iii) For greater certainty, the Corporation will not negotiate or
enter into discussions with any other party in respect of
licensing or development of any of the Five Indications until the
earlier of:
(A) the expiry of the Negotiation Period in respect of an
applicable Indication;
(B) the execution and delivery by each of the Corporation and
the Purchaser of a Development and License Agreement (to the
extent permitted under that agreement) in respect of an
applicable Indication; or
(C) the Purchaser's ownership in the Corporation falls below the
Ownership Threshold.
(iv) For greater certainty, if the Corporation and the Purchaser do
not execute and deliver a Development and License Agreement
before the expiry of the Negotiation Period, the Corporation will
have no further obligations to the Purchaser in respect of that
Indication, and the Corporation may negotiate, enter into
discussions with and execute and deliver agreements with any
other person in respect of the particular Indication that is the
subject of the Negotiation Notice, provided that the Corporation
may not offer the applicable Indication to any other party on
terms which are materially more favourable to the other person
than the terms offered to the Purchaser having regard to all of
the circumstances of the applicable offers.
(d) Commencing 4 years and 6 months from the date of this agreement, the
Purchaser and the Corporation will commence negotiations in good faith
to extend the rights provided to the Purchaser in Section 11 on
commercially reasonable terms.
12. INTERPRETATION
All terms not otherwise defined herein will have the meaning ascribed to them in
Schedule "A" to this Agreement.
13. FURTHER ASSURANCES
The Purchaser and the Corporation agree to deliver such documents, certificates,
assurances and other instruments as may be required to carry out the provisions
of this Subscription Agreement.
- 19 -
14. GOVERNING LAW
This Subscription Agreement is governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein. The Purchaser and the
Corporation irrevocably attorn to the jurisdiction of the courts of the Province
of Ontario.
15. SURVIVAL
Except where specifically provided otherwise herein, this Subscription
Agreement, including without limitation the representations, warranties and
covenants contained herein, will survive and continue in full force and effect
and be binding upon the Purchaser and the Corporation notwithstanding the
completion of the purchase of the Purchased Securities by the Purchaser pursuant
hereto and any subsequent disposition by the Purchaser of the Purchased
Securities.
16. ASSIGNMENT
This Subscription Agreement is not transferable or assignable by any party
without the consent of the other parties.
17. COUNTERPARTS
This Subscription Agreement may be executed by fax and in counterparts, each of
which will be deemed to be an original and all of which will constitute one and
the same document.
18. SUBSCRIPTION PARTICULARS
(a) The number of Purchased Units being subscribed for is 14,021,000 at a
price equal to $0.20 per Unit, with the aggregate price of the
Purchased Units being subscribed for being Cdn.$2,804,200.
(b) The Common Shares and Share Purchase Warrants that constitute the
Purchased Units are to be registered in the name of Teva Pharma B.V.,
whose address is Xxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx.
(c) The certificates representing the Common Shares and Share Purchase
Warrants comprising the Purchased Units are to be delivered at Closing
to counsel to the Purchaser.
[THE REST OF THE PAGE INTENTIONALLY LEFT BLANK]
- 20 -
19. COMMUNICATIONS
Subject to applicable law, the Corporation shall provide the Purchaser with an
opportunity to review any press release, announcement or public statement to be
issued in connection with the execution of this Subscription Agreement and the
sale of the Purchased Units prior to the release thereof.
DATED this ____day of September, 2003.
TEVA PHARMA B.V.
By:
---------------------------------------
Name:
Title:
ACCEPTANCE
The above-mentioned Subscription Agreement is hereby accepted and agreed to by
the undersigned.
DATED at Xxxxxxx, Xxxxxxx, this ____day of September, 2003.
VIVENTIA BIOTECH INC.
By:
---------------------------------------
Name: Xxxxxxx Xxxxx
Title: Chief Financial Officer and Secretary
SCHEDULE "A"
In this Subscription Agreement:
1. "Affiliate" will have the meaning set forth in the Business Corporations
Act (Ontario).
2. "Arm's Length" will have the meaning attributed to such term in the Income
Tax Act (Canada).
3. "Company Intellectual Property" means all material Intellectual Property
owned or acquired by the Corporation and the Subsidiary or in which the
Corporation or the Subsidiary has any rights necessary for the conduct of
the Corporation's business as it is currently being conducted.
4. "Corporation Products" means products developed solely by or solely on
behalf of and for the sole benefit of, the Corporation, which for greater
certainty, excludes products discovered pursuant to collaboration
agreements with third parties from time to time.
5. "Equity Securities" means equity securities (including securities which
are, directly or indirectly, convertible, exercisable or exchangeable for
equity securities, whether at the option of the Corporation, the holder or
automatically) issued in connection with a Public Share Issuance.
6. "Excluded Share Issuance" includes any issuance of securities of the
Corporation for non-financing purposes, including, without limitation, in
connection with:
(a) a business acquisition or other strategic transaction;
(b) the Corporation's stock option or other incentive compensation plans;
(c) securities issued as share dividends or pursuant to the exercise of
conversion privileges, options, or rights previously granted by the
Corporation or issued in accordance with Section 10; or
(d) securities issued in connection with arm's length lease financing,
bank financing or other similar transactions that are primarily of a
non-equity financing nature.
7. "Indications" means an indication of any of the Corporation Products
and in respect of such indication the Corporation has conducted or is
conducting or has had or is having conducted on its behalf the first
clinical trials using human subjects.
8. "Intellectual Property" means all:
(a) rights in respect of all trade secrets, confidential information and
confidential know-how;
(b) all copyrights, whether registered or not, and all registrations and
records of such copyrights;
(c) all industrial designs, design patents and other designs and all
registrations and records of them;
(d) all rights pursuant to the Integrated Circuit Topography Act and all
registrations and records of them;
(e) all patents and applications for patents and all inventions in each of
them, applied for or registered in any jurisdiction, all patents which
may issue out of such applications and all divisions, reissues,
renewals, reexaminations, continuations, continuations in part and
extensions;
(f) all trade-marks and other commercial symbols, whether registered or
not, including:
(i) both registered trade and service marks (as defined in the
Trademarks Act) and unregistered trade and service marks;
(ii) designs, logos, indicia, distinguishing guises, trade names,
business names and other source or business identifiers;
(iii) fictitious characters;
(iv) all registrations and applications for registration in respect of
such marks or symbols that have been made in the Canadian
Trademarks Office or any such similar office in any other
country, all records of such registrations and applications, and
all reissues, extensions or renewals of such registrations and
applications;
(v) all common law and other rights in such marks and symbols; and
(g) all names, marks and symbols which are registered in the name of the
Corporation as domain names with any Internet domain name registration
authority.
9. "Intellectual Property Licenses" means all licenses and other contracts
granting the Corporation or the Subsidiary a license, right to use, or any
other interest in Intellectual Property other than a full conveyance of all
rights in such Intellectual Property.
10. "Public Share Issuance" means a treasury issuance by the Corporation of
equity securities principally for the purpose of financing of the
Corporation that is not an Excluded Share Issuance.
SCHEDULE 8(a)(XVI)
LITIGATION
1. The Corporation is involved in a claim against the National Research
Counsel of Canada, Xxxxx Xxxxx, Saran Xxxxxx and Xxxxx Xxxxx XxxXxxxxx,
with respect to a dispute of co-inventorship regarding specific aspects of
the Corporation's H-11 based invention entitled "antigen binding fragments
that specifically detects cancer cells, nucleotides encoding the fragments
and use thereof for the prophylaxis and detection of cancers" and the
related patents and patent applications.
2. The Corporation is involved in a claim against it and seven other parties,
including Novopharm Ltd., by First Monitor Canada Inc. for the alleged
breach of a distribution agreement between the plaintiff and Novopharm Ltd.
SCHEDULE 8(a)(XXXI)
INTELLECTUAL PROPERTY
Status as of August 26, 2003 PAGE 1
PATENT/
APPLICATION PRODUCT TITLE FILED COUNTRY PATENT NO. DATE OF ISSUE
95 922 373.6 A6 Human Monoclonal June 16, 1995 Europe EP 0 766 736 September 12, 2001
Antibodies Specific to
Cell Cycle Independent
Glioma Surface(A6)
695 22 689.4-08 A6 Human Monoclonal November 5, 2001 Germany DE 695 22 689.4-08 April 12, 2002
Antibodies Specific to
Cell Cycle Independent
Glioma Surface(A6)
EP 0 766 736 A6 Human Monoclonal November 5, 2001 France
Antibodies Specific to
Cell Cycle Independent
Glioma Surface(A6)
EP 0 766 736 A6 Human Monoclonal November 5, 2001 U.K.
Antibodies Specific to
Cell Cycle Independent
Glioma Surface(A6)
08/264,093 A6 Human Monoclonal June 21, 1994 U.S. 5,639,863 June 17, 1997
Antibodies Specific to
Cell Cycle Independent
Glioma Surface(A6)
33696/97 H11 Antigen Binding Fragments May 22, 0000 Xxxxxxxxx 725238 January 25, 2001
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
PI 9710811-1 H11 Antigen Binding Fragments November 10, 0000 Xxxxxx
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
2,255,540 H11 Antigen Binding Fragments May 22, 1997 Canada
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
CN 97194815.1 H11 Antigen Binding Fragments November 28, 1998 China
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
97929703.3 H11 Antigen Binding Fragments May 22, 1997 Europe
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
P9902713 H11 Antigen Binding Fragments May 22, 1997 Hungary
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
127193 H11 Antigen Binding Fragments November 28, 1998 Israel
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
INTELLECTUAL PROPERTY
VIVENTIA BIOTECH INC.
PATENT/ CONFIDENTIAL INFORMATION
APPLICATION A BRIEF STATUS
95 922 373.6 [
]
695 22 689.4-08 [
]
EP 0 766 736 [
]
EP 0 766 736 [
]
08/264,093 [
]
33696/97 [
]
PI 9710811-1 [
]
2,255,540 [
]
CN 97194815.1 [
]
97929703.3 [
]
P9902713 [
]
127193 [
]
Status as of August 26, 2003 PAGE 2
PATENT/ PRODUCT TITLE FILED COUNTRY PATENT NO. DATE OF ISSUE
APPLICATION
9-542853 H11 Antigen Binding Fragments May 22, 0000 Xxxxx
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
989695 H11 Antigen Binding Fragments May 22, 1997 Mexico
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
332566 H11 Antigen Binding Fragments May 22, 1997 New Zealand 332566 December 7, 2000
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
985,150 H11 Antigen Binding Fragments May 22, 0000 Xxxxxx
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
9805601-3 H11 Antigen Binding Fragments May 22, 0000 Xxxxxxxxx 00000 April 18, 2000
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
09/194,164 H11 Antigen Binding Fragments November 20, 1998 US
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
101,108 H11 Antigen Binding Fragments May 22, 2000 Hong Kong
(H11) That Specifically
Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
505305 H11 Antigen Binding Fragments June 21, 2000 N.Zealand NZ 505305 October 7, 2002
(Divisional of (H11) That Specifically
332566) Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
72432/00 H11 Antigen Binding Fragments December 20, 0000 Xxxxxxxxx
(Divisional of AU (H11) That Specifically
Patent 725238) Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
08/862,124 H11 Antigen Binding Fragments May 22, 1997 US 6,207,153 March 27, 2001
(Priority over (H11) That Specifically
08/657,449); CIP) Detect Cancer Cells,
Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
09/782,397 (2nd H11 Antigen Binding Fragments February 13, 2001 US Publication No. January 30, 2003
Continuation of (H11) That Specifically US-2003-0021779-A1
US Application Detect Cancer Cells,
No. 08/862,124) Nucleotides Encoding The
Fragments, And Use
Thereof For The
Prophylaxis And Detection
Of Cancers
10/290,703 (New 4B5* Antigen Binding Fragments November 8, 2002 US Published June 23, 2003
Continuation of Designated 4B5, That
09/747,669 Specifically Detect
12/21/2000 which Cancer Cells, Nucleotides
is a Continuation Encoding the Fragments,
of 09/111,286 and Use Thereof for the
07/07/1998 Prophylaxis and Detection
(Abandoned) which of Cancers
claims benefit of
60/051,945
07/08/1997)
79273/98 4B5* Antigen Binding Fragments December 23, 0000 Xxxxxxxxx
Designated 4B5, That
Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
INTELLECTUAL PROPERTY
VIVENTIA BIOTECH INC.
PATENT/ CONFIDENTIAL INFORMATION
APPLICATION A BRIEF STATUS
9-542853 [
]
989695 [
]
332566 [
}
985,150 [
]
9805601-3 [
]
09/194,164 [
]
101,108 [
]
505305 [
(Divisional of
332566)
]
72432/00 [
(Divisional of AU
Patent 725238)
]
08/862,124
(Priority over
08/657,449); CIP)
]
09/782,397 (2nd [
Continuation of
US Application
No. 08/862,124)
]
10/290,703 (New [
Continuation of
09/747,669
12/21/2000 which
is a Continuation
of 09/111,286
07/07/1998
(Abandoned) which
claims benefit of
60/051,945
07/08/1997) ]
79273/98 [
]
Status as of August 26, 2003 PAGE 3
PATENT/ PRODUCT TITLE FILED COUNTRY PATENT NO. DATE OF ISSUE
APPLICATION
2002301149 4B5* Antigen Binding Fragments September 23, 0000 Xxxxxxxxx
(Divisional of Designated 4B5, That
79273/98) Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
98929569.6 4B5* Antigen Binding Fragments January 10, 2000 Europe
Designated 4B5, That
Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
2000-502064 4B5* Antigen Binding Fragments December 23, 0000 Xxxxx
Designated 4B5, That
Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
501990 4B5* Antigen Binding Fragments December 23, 1999 New Zealand 501990 January 7, 2003
Designated 4B5, That
Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
2,295,375 4B5* Antigen Binding Fragments December 24, 0000 Xxxxxx
Designated 4B5, That
Specifically Detect
Cancer Cells, Nucleotides
Encoding the Fragments,
and Use Thereof for the
Prophylaxis and Detection
of Cancers
548378 4B5* Anti-idiotypic antibody October 23, 1995 U.S. US 5,653,977 August 5, 1997
that mimics the GD2
antigen
10/070,503 based Camelized A6 Enhanced Phage Display March 7, 2002 U.S.
on PCT/CA00/01027 Libraries and Methods for
filed September Producing Same (based on
7, 2000 Carmelized A6)
00 960243-4 Camelized A6 Enhanced Phage Display March 3, 2002 Canada
Libraries and Methods for
Producing Same (based on
Carmelized A6)
00 960243-4 Camelized A6 Enhanced Phage Display March 12, 2002 Europe EP Publication Published: June 19,
Libraries and Methods for No.1 214 352 2002
Producing Same (based on
Carmelized A6)
PCT/CA01/01845 Llama A6 Phage Display Libraries December 21, 2001 Canada
(PCT filed on of Human VH Fragments
Provisional
60/258,031)
PCT/CA01/01845 Llama A6 Phage Display Libraries Priority from Canada
(National Phase of Human VH Fragments Provisional filed
Entry in Canada) December 21, 2000
Official S. No
and filing date
awaited.
PCT/CA01/01845 Llama A6 Phage Display Libraries Priority from U.S.
(National Phase of Human VH Fragments Provisional filed
Entry in Canada) December 21, 2000
Official S. No
and filing date
awaited.
PCT/CA01/01845 Llama A6 Phage Display Libraries Priority from Europe
(National Phase of Human VH Fragments Provisional filed
Entry in Canada) December 21, 2000
Official S. No
and filing date
awaited.
2,424,255 (0xx XX0-000 Xxxxxxxxxxx March 26, 2003 Canada
Provisional filed
in Canada)
60/466,608 VB4-845 Methods for Treating April 30, 2003 U.S.
Cancer Using a
Recombinant Immunotoxin
2nd U.S. VB4-845 Methods for Treating yet to be filed, U.S.
Provisional Cancer Using a final draft
(filing imminent) Recombinant Immunotoxin application being
reviewed.
[
INTELLECTUAL PROPERT
VIVENTIA BIOTECH INC.
PATENT/ CONFIDENTIAL INFORMATION
APPLICATION A BRIEF STATUS
2002301149 [
(Divisional of
79273/98)
]
98929569.6 [
]
2000-502064 [
]
501990 [
]
2,295,375 [
]
548378
10/070,503 based [
on PCT/CA00/01027
filed September 7,
2000
]
00 960243-4 [
]
00 960243-4 [
]
PCT/CA01/01845 [
(PCT filed on
Provisional
60/258,031) ]
PCT/CA01/01845 [
(National Phase
Entry in Canada)
Official S. No
and filing date
awaited. ]
PCT/CA01/01845 [
(National Phase
Entry in Canada)
Official S. No
and filing date
awaited. ]
PCT/CA01/01845 [
(National Phase
Entry in Canada)
Official S. No
and filing date
awaited. ]
2,424,255 (1st [
Provisional filed
in Canada) ]
60/466,608
2nd U.S. [
Provisional
(filing imminent) ]
[
]
