Attached files
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EX-10.2 - EX-10.2 - Sorrento Therapeutics, Inc. | srne-ex102_151.htm |
EX-10.4 - EX-10.4 - Sorrento Therapeutics, Inc. | srne-ex104_319.htm |
EX-31.2 - EX-31.2 - Sorrento Therapeutics, Inc. | srne-ex312_6.htm |
EX-31.1 - EX-31.1 - Sorrento Therapeutics, Inc. | srne-ex311_8.htm |
EX-10.1 - EX-10.1 - Sorrento Therapeutics, Inc. | srne-ex101_150.htm |
EX-32.1 - EX-32.1 - Sorrento Therapeutics, Inc. | srne-ex321_10.htm |
10-Q - 10-Q - Sorrento Therapeutics, Inc. | srne-10q_20150930.htm |
Exhibit10.3
Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
BINDING TERM SHEET FOR LICENSE BETWEEN
CYTOLUMINA/FETOLUMINA AND TNK THERAPEUTICS
A. Parties; Transaction & License: |
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The parties (“Parties”) to the transaction are as follows: ● TNK Therapeutics, Inc. and its affiliates and subsidiaries (“TNK”) ● Sorrento Therapeutics, Inc. and its affiliates and subsidiaries (“Sorrento”) ● Cytolumina Technologies Corporation and its affiliates and subsidiaries (“CTC”) ● Fetolumina Technologies Corporation and its affiliates and subsidiaries (“FTC”) |
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Each of Sorrento, TNK, CTC and FTC shall be referred hereinafter as a “Party” and collectively, as the “Parties”. |
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CTC and FTC each will grant to TNK an exclusive and perpetual license, with full rights to sublicense, under CTC’s and FTC’s respective rights in and to the Technology to research, develop, use, offer for sale, sell, have sold, distribute, import, and export Technology and Products for all uses in the Field in the Territory. |
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CTC and FTC each will also grant to Sorrento an exclusive and perpetual license, with full rights to sublicense, under CTC’s and FTC’s respective rights in and to the Technology to research, develop, use, offer for sale, sell, have sold, distribute, import, and export Technology and Products that incorporate a Sorrento proprietary antibody for all uses or applications in the Territory. |
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B. Product: |
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A “Product” means any molecule, composition of matter or pharmaceutical product that is developed from or includes Technology. |
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C. Technology: |
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The “Technology” means the CTC and FTC’s Patent Rights, CTC’s and FTC’s other intellectual property, the CTC and FTC’s Regulatory Filings (as defined below), and other discoveries, processes, trade secrets, know-how and technical information owned or controlled by CTC, FTC and its or their affiliates related to circulating tumor cell profiling. The “CTC and FTC’s Patent Rights” means all patents and patent applications owned or controlled by CTC, FTC and its or their affiliates throughout the Territory that claim the compositions of matter, Products and Technology, and manufacture, use or sale of any composition of matter and Products relating to Technology, including, but not limited to, the patents and patent applications set forth in Exhibit A. The “CTC and FTC’s Regulatory Filings” means all regulatory filings made in the Territory that relate to Technology or Products. |
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The definitive license agreement (“License Agreement”) will contain customary representations and warranties, including but not limited to, representations and warranties indicating that none of CTC, FTC or any affiliate of CTC or FTC owns or controls any intellectual property other than the intellectual property included in the Technology, that are necessary for or related to any Product or the development, manufacture, use, sale, importation, or commercialization thereof. |
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D. Territory: |
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The term “Territory” shall mean the entire world. |
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E. Field: |
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The term “Field” shall mean all uses or applications for cell based therapies, including but not limited to CAR-T and CAR.TNK immunotherapies. |
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Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
Page 2 of 6
Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
Page 3 of 6
Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
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Any controversy, conflict or dispute of any nature arising out of or relating to this Term Sheet and the transaction contemplated herein will be settled exclusively and finally by arbitration governed by ICC rules carried out in the State of California. CTC and FTC, on the one hand, and TNK, on the other hand, will each select one arbitrator to represent them, and the two arbitrators together will select a third arbitrator for the proceedings. |
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R. Intentions of the Parties |
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The Parties acknowledge and agree that this is a binding Term Sheet and shall constitute an obligation for the parties to enter into a transaction consistent with the terms set forth herein. The Parties further acknowledge and agree that this Term Sheet does not contain all matters upon which agreement must be reached for the transactions contemplated by this Term Sheet to be consummated. If the Parties are unable to agree on the terms and conditions of the definitive agreements (other than those set forth herein) within thirty (30) days after the Effective Date, such terms and conditions shall be determined through binding arbitration. Notwithstanding any of the foregoing, TNK’s obligations herein are conditioned upon due diligence (as described in Section O above) reasonably satisfactory to the TNK and on the approval of the board of directors of TNK. |
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S. Definitive Agreements: |
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The Parties agree to negotiate in good faith to enter into definitive transaction documents with respect to the subject matter set forth herein that include terms, including, but not limited to, representations and warranties, that are customary for transactions of this size and nature, and are otherwise consistent with this Term Sheet, with an anticipated signing on or prior to September 1, 2015. |
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[Remainder of Page Intentionally Left Blank] |
Page 4 of 6
Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
IN WITNESS WHEREOF, the Parties hereto have executed this Term Sheet by their duly authorized representatives, effective as of July 27, 2015 (the “Effective Date”).
CYTOLUMINA TECHNOLOGIES CORPORATION |
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TNK THERAPEUTICS, INC.
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/s/ Daniel Wang |
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/s/ HENRY JI |
Signature |
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Signature |
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Daniel Wang |
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HENRY JI |
Print name |
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Print name |
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President |
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President & CEO |
Print title |
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Print title |
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7/27/2015 |
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8/7/2015 |
Date |
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Date |
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FETOLUMINA TECHONOLOGIES CORPORATION |
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SORRENTO THERAPEUTICS, INC. |
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/s/ Tom Lee |
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/s/ HENRY JI |
Signature |
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Signature |
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Tom Lee |
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HENRY JI |
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Print Name |
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President |
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President & CEO |
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Print Title |
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7/27/2015 |
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8/7/2015 |
Date |
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Date |
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Cytolumina/Fetolumina Term Sheet |
July 27, 2015 |
EXISTING LICENSED PATENTS AND PATENT APPLICATIONS
Patent/Patent Application Name |
US Patent Information |
Description |
Foreign Patent Filing Information |
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Number |
File Date |
Exp Date |
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Device for capturing circulating cells |
US 201200037 11 A1 |
18 Mar 2010 |
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The present invention provides devices and methods for capturing rare cells. The devices and methods described herein can be used to facilitate the diagnosis and monitoring of metastatic cancers. |
EU, China, and Japan |
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Systems, methods and components for isolating cells from a fluid sample |
WO 201318128 5 A1 |
29 May 2013 |
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A system for isolating preselected cell types from a fluid sample that includes a plurality of cell types includes a cell-capture fluidic chip, and a chip holder configured to receive the cell-capture fluidic chip and to maintain the cell-capture fluidic chip with a substantially fluid-tight seal while in operation. The chip holder is further configured to release the cell-capture fluidic chip to be removed from the chip holder for further processing. The cell-capture fluidic chip includes a substrate, a laser micro- dissection membrane disposed on the substrate, and a channel-defining layer disposed on the laser micro-dissection membrane. The laser micro-dissection membrane has a surface adapted to capture preselected cell types preferentially over other cell types of the plurality of cell types. The channel-defining layer is removable from the laser micro-dissection membrane for further processing of the cell-capture fluidic chip. |
EU, China, and Japan |
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Selective capture and stimulated release of circulating cells on nanostructured devices |
WO 201402258 1 |
31 Jul 2013 |
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A device for capturing preselected cell types from a fluid sample that includes a plurality of cell types includes a substrate, a plurality of nanowires at least one of attached to or integral with a surface of the substrate such that each nanowire of the plurality of nanowires has an unattached end, and a layer of temperature-responsive material formed on at least the unattached end of each of the plurality of nanowires. The layer of temperature-responsive material has a compact configuration at a first temperature and an expanded configuration at a second temperature so as to facilitate release of cells captured at the first temperature to be released at the second temperature. |
EU, China, and Japan |
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Method of assessing disease condition of cancer |
TBD |
26 Sep 2015 |
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This is a provisional patent which will be converted by September 26th, 2015. |
US only |
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