Anavex Life Sciences Corp (AVXL)

[WolfWayne]

Anavex 2-73 patent due diligence (good news?)

From January 31, 2007 – an excerpt from Anavex’s 8-K/A

“Item 2.01 Completion of Acquisition or Disposition of Assets

On January 31, 2007, we entered into and completed an agreement for the acquisition of three patents and one patent application from the inventor and former owner, Dr. Alexandre Vamvakides.

Pursuant to the agreement, we acquired all rights to three patents and one patent agreement as well as all inventions described in those patents and 8 compounds that are in the pre-clinical stage and which are derivatives of the patents and patent application that we acquired.

In consideration for the rights to the patents and the patent application, we agreed to invest at least $200,000 every fiscal year into scientific research into the development of the patents, patent applications and compounds or other inventions derived they lead to. Furthermore, we agreed to hire the inventor, Dr. Vamvakides, on a full-time basis as a consultant and our Chief Scientific Officer to carry out our research and development program. His obligations are to conduct, overview and coordinate all technical and scientific work on the patents and patent application. For this work, Dr. Vamvakides, will receive $6,000 per month from us. We also will pay Dr. Vamvakides 6% of any net income we earn from the exploitation of the patents and patent application. Further, we have agreed to pay Dr. Vamvakides a one-time payment of $72,000 by December 31, 2007.

According to the agreement, all improvements and products from the patents and patent application resulting from the research and development will belong to us. The patents and patent application are registered in the Greek National Office of Industrial Property. The patent application was made on January 17, 2007. The written descriptions of the patents and the patent application are attached as exhibits to this form.”


Source: https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/0001085037-07-000289-index.htm

Here are the URLS for the exhibits mentioned above for easy reference:

Exhibit 10.1 https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/super8k-exh10_1.htm
Exhibit 10.2 https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/super8k-exh10_2.htm
Exhibit 10.3 https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/super8k-exh10_3.htm
Exhibit 10.4 https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/super8k-exh10_4.htm
Exhibit 10.5 https://www.sec.gov/Archives/edgar/data/1314052/000108503707000289/super8k-exh10_5.htm

From Exhibit 10:1

“1.1. By the present contract the Assignor, unreservedly and without any exception, concedes and transfers to the Assignee, which accepts, all the rights of property and use of the following:
a) Greek Patent no 1002616/ February 20, 1997 (Application registered in the Greek National Office of Industrial Property on February 21, 1996 under the number 960100061) and title: “Synthesis and method of synthesis of molecule Tetrahydro - N,N - dimethyl - 2,2 - diphenyl - 3 - furanemethanamine (AE 37), with anticonvulsant, antidepressant and nootropic activity”.

b) Greek Patent no 1004208/ April 4, 2003 (Application registered in the Greek National Office of Industrial Property on October 15,2001 under the number 20010100476) and title: “Aminotetrahydrofuran derivatives, muscarinic/sigma/sodium channel ligands, with synergic sigma/muscarinic (neuroactivating) and sigma/sodium channel (neuroprotective) components, as prototypical activating – neuroprotectors and neuroregenerative drugs”.

c) Greek Patent no 1004868/ April 26, 2005 (Application registered in the Greek National Office of Industrial Property on April 22, 2003 under the number 20030100190) and title: “Aminotetrahydrofuran derivatives, muscarinic/sigma/sodium channel ligands, ortho-and allo-sterically operating, as prototypical neuromodulating and neuroregenerative drugs”.

d) Greek Patent application no 20070100020/January 17, 2007. Registered in the Greek National Office of Industrial Property under the title: “New sigma (s) receptor ligands with anti-apoptotic and/or pro-apoptotic properties over cellular biochemical mechanisms, with neuroprotective, anti-cancer, anti-metastatic and anti-(chronic) inflammatory action”.

Including all rights to the Inventions described in the Patents. In addition, Assignor warrants that there are 8 compounds in pre-clinical stages which are derivatives of the Patents as listed in Schedule “A” attached.

1.2. Consequently by means of this agreement, the Assignee finds itself in the position of surrogate owner of all the rights of the Assignor to the Patent inventions, so that it will have the full and entire ownership and use of the Patents and the power to use or to exploit it as it pleases.”


Analysis:

Anavex 2-73’s chemical name is as such: Tetrahydro-N,N-dimethyl-2,2-diphenyl-3-furanmethanamine.

Exhibit 10.1 identifies the drug Vamvakides assigned to Anavex as a “Tetrahydro - N,N - dimethyl - 2,2 - diphenyl - 3 – furanemethanamine”.

To me, it cannot be any clearer. Seems Vamvakides is in fact contractually obligated! This would explain the seeming lack of worry from Anavex regarding the issue.

Finally, this DD has me quite interested in the current patent applications and whether or not there is a concern for the hold up. More to follow later today. God bless!