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No one has to pay anyone to release clinical data. Nothing is being released because they don’t want any great news to ruin their bargain deal. I was just happy with BP indication. They reduce the use of steroids to almost nothing. Clear victory for Bert. Loving it.
My opinion is that the price will go up when they consummate a deal / merger. But that’s just my conspiracy theory. I know nothing other than what I know.
Turbo. We were going to OTC no matter what. Chang of control was needed. So was transfer. Etc. All in the documents / filings. More delay means Mergers away.
Notice in my last text where it says that ICO only has to write a simple letter to IMNP to terminate. So simple. Then all is terminated and well again. So simple. So easy. Life is good.
Sorry I meant through to 28 as you can see below.
Term and Termination
15.1 Term
The Parties agree that as of the Execution Date, the only provisions of this Agreement that are in force and effective shall be Articles 1 and 15 through 28 and Sections 7.1 and 14.5. No other provisions of these Agreement shall be effective until the Effective Date. As provided in Section 7.1, upon payment by IMPH to iCo of the entire License Fee (and provided that iCo has not earlier terminated the Agreement under Section 15.2(a)), this Agreement and all its provisions shall then automatically be in full effect, and thereafter, unless earlier terminated as provided below, the Agreement will continue in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis, until the date no further payments in respect of such Licensed Product in such country are or may become payable under Section 7 above. Upon the expiry of such payment obligations, the license rights granted to IMPH hereunder for such Licensed Product, solely in such country, shall be deemed fully paid up, perpetual and irrevocable, and IMPH shall have no further obligations under Section 7 with respect to such Licensed Product and the Net Sales of any such Licensed Product in such country shall be excluded from the royalty calculations in Section 7.6.
15.2 iCo shall have the right to terminate this Agreement immediately on written notice to IMPH if:
(a) The Qualified Financing has not occurred and/or IMPH does not pay to iCo the License Fee (including issuing to iCo the appropriate amount of License Shares) (i) by January 30, 2011, or (ii) so long as IMPH has paid iCo the option extension fee as provided in Section 7.1(a), by March 31, 2011 (as applicable); or
(b) IMPH or a IMPH Affiliate knowingly opposes or assists any Third Party to oppose, in any patent office or court proceeding, the grant of any patent or patent application within the iCo Patents, or, in any patent office or court proceeding, knowingly disputes or assists any Third Party to dispute the validity of any patent within the iCo Patents or any of the claims thereof, including opposing any application for amendment thereto; or
(c) IMPH or a IMPH Affiliate commits an action or omission that constitutes a material breach of the obligations under the CAT Agreement; or
(d) IMPH or a IMPH Affiliate commits a material breach of its obligations under this Agreement, and fails to remedy such material breach within a period of sixty (60) days of receipt of a notice from iCo detailing such breach and of its intention to exercise its rights under this Section, and provided that such period shall be thirty (30) days for a material breach of a payment obligation; for the purposes of this Section a “material breach” by IMPH includes the non-payment of any sum payable by IMPH under this Agreement within thirty (30) Business Days of its due date for payment; or
(e) IMPH or a IMPH Affiliate is subject to an Insolvency Event.
15.3 If at the time of a Change of Control the acquiror or merger partner of IMPH is in a court or patent office proceeding, knowingly opposing or assisting any Third Party to oppose the grant of any patent or patent application within the iCo Patents, or is in a court or opposition proceeding, knowingly disputing or assisting any Third Party to dispute the validity of any Patent within the iCo Patents or any of the claims thereof, including knowingly opposing any application for amendment thereto, then such acquiror or merger partner shall have forty-five (45) days from the date of the Change of Control to withdraw any such proceedings and/or stop any such assistance, failing which iCo may forthwith terminate this Agreement.
Only 1 and 15 through to 29 is in force for licenses agreement.
CONTENTS
Section
Heading Page
1. Definitions 1
2. License and Sublicense Grants 8
3. Technology Transfer 9
4. Product Development; Regulatory and Safety 10
5. Commercialization and Marketing 13
6. Non-Competition 14
7. Payments 14
8. Provisions Relating to Payment of Consideration 17
9. Intellectual Property and Patent Rights 18
10. Confidentiality 21
11. Press Release and Publication 23
12. Trade Marks 24
13. Xoma Agreement and Dyax Rights 24
14. Representations, Warranties, Covenants and Indemnification 25
15. Term and Termination 27
16. Effect of Termination of Agreement 33 28
17. Miscellaneous 29
18. Assignment 29
19. Waiver 30
20. Severability 30
21. Force Majeure 30
22. Counterparts 31
23. Entire Agreement; Amendment 31
24. Independent Contractors and Relationship of the Parties 31
25. Expenses 31
26. Further Assurances 31
27. Headings and Construction 31
28. No Third Party Beneficiaries 32
29. Use of Affiliates or Sublicensees
Effect of Termination of Agreement
16.1 Termination, relinquishment or expiration of the Agreement for any reason shall be without prejudice to any obligations that shall have accrued prior to such termination, relinquishment or expiration, including the payment obligations under Section 7 hereof and any and all damages arising from any breach hereunder.
16.2 Sections 2.6, 4.7, 7.1, 8.1, 8.6, 8.7, 8.9, 9.5, 9.6, 9.7, 10, 11.2, 14.4, 14.5, 16 and 17 shall survive the expiration and any termination of this Agreement in its entirety.
16.3 Upon termination of this Agreement in its entirety by either Party, then:
(a) Without limiting or derogating from sub-section (b) below, IMPH hereby grants iCo an exclusive, perpetual, irrevocable, sublicenseable, fully-paid, royalty-free license, effective upon the effective date of such termination, under any IMPH IP that is owned by IMPH or its Affiliate at the date of termination to the extent that such IMPH IP is related to, or useful for the development, manufacture, use or commercialization of, Licensed Product (collectively, the “Terminated Agreement IP”) solely to research, develop, have developed, register, make, have made, manufacture, have manufactured, formulate, use, have used, import, have imported, export, market, have marketed, promote, advertise, distribute, offer for sale and sell, have sold, transport and distributed iCo-008, Licensed Products, and any other product that comprises a VH CDR1, a VH CDR2 and a VH CDR3 domain (as such terms are defined in the text and claims of US Patent No. 6,946,546) and binds to eotaxin-1. Any license for IMPH IP that is not Terminated Agreement IP shall be negotiated between the Parties in good faith upon such termination. In the event this Agreement is terminated by IMPH pursuant to Section 15.5 due to iCo’s uncured material breach of its obligations hereunder, then the foregoing rights under this Section 16.3(a) shall be of no force and effect.
By the way ski. You are right. ICO would be demolished in a court battle. This termination request is based on the trigger pulled by change of control. ICO only can dream of having rights to the new Bert indications. Lots of fun and way more lies and deception to come. Good times people. Good times.
Sorry Mama. Bert owns all IP of Bert. ICO motion holds no water. Ski. They do have UC results. They said they would provide in first half of year. Maybe BK changes that. Who knows. The court day tomorrow is not a status conference. Date was given purely for extension of stay. I believe they will be given the extension since they’ve provided at least two of the five reasons to allow extension. It’s in the bag. Then we wait till July for merger plan. Like I said. The extension is already assumed based off the fact that the new court date has been given. It’s kind of stupid the way this judge works. Handing out future court dates when extension hasn’t been granted is quite hilarious to me.
It must have been late Ski. I don’t know if Immune will merge. I could see it happening. But I could also just see Cytovia merge with Vector. It is a wholly owned sub. But why not, a great reverse could include Immune too. I hope it’s not another 1:45 merger like Epicept. That would be brutal. Let’s hope we see UC news and that brings up the share price. This way the split won’t have to be as brutal. Stay tuned till July. Extension coming tomorrow. Maybe see court order on Wednesday.
Still trying to figure out liquidation. A company can become a shell company through various means, including a sale or liquidation of its business or by agreeing to spin off its current assets and liabilities at the time of the reverse merger. This to me is why I believe this liquidation plays a role in this deal. Some how I think there’s an exchange or swap going to happen or is happening. Again. My probable theory. Some say a conspiracy. To me it’s my truth. Cheers
The asset sales could happen still. I’m just saying that delay is for major reason. I however also don’t believe other assets will be sold but that’s just me as well. If I was founder and major holder, I would keep it all and remain the chief and major shareholder. But wow!!! I would never do what he’s done here. He has screwed all the shareholders, thousands of people to get this done. Seriously crazy bad stuff. I’m just glad I’ve made it this far. No one is safe here. Good luck Skiier
I believe we have a publicly listed company merging with a publicly reporting company. This is what I believe. There is absolutely zero reason for Vector to delay three times. And don’t reply saying Teper might not have the money. Teper personally bank this himself if he wanted. The fact that people think we’re dealing with poor people is hilarious. Hell, I could bank this personally. I however know jack squat about pharmaceuticals. Any ways. This is what I’ve thought from before we got to this BK. John Kirkland is simply facilitating this deal. I think change of control has been triggered with the merger. I think there will be a share swap along the way. Or the acquirer will issue shares when time is right. I believe there is a holding period based of shares being transferred. I have no clue when transaction was done. I know shares have been generated, issued and now potentially transferred or are going to be transferred. The only thing I care about is value assumption. I don’t want crazy consolidation. The value assumption will be factored once they figure out ownership percentages. Maybe all is done. I’m pretty sure we’re also waiting for the accountants to be done. All I know is that they are delaying and now ICO licenses have been triggered. Some sort of change of control has been initiated and now licenses etc are all being terminated transferred etc. I’m no lawyer or accountant but I’m not blind either. I’m told I’m a good conspiracy guy. Who knows maybe I am. All I know is Teper could pull out his wallet and buy this deal without splitting a hair. I just hope he wants to share with me.
I believe we have a publicly listed company merging with a publicly reporting company. This is what I believe. There is absolutely zero reason for Vector to delay three times. And don’t reply saying Teper might not have the money. Teper personally bank this himself if he wanted. The fact that people think we’re dealing with poor people is hilarious. Hell, I could bank this personally. I however know jack squat about pharmaceuticals. Any ways. This is what I’ve thought from before we got to this BK. John Kirkland is simply facilitating this deal. I think change of control has been triggered with the merger. I think there will be a share swap along the way. Or the acquirer will issue shares when time is right. I believe there is a holding period based of shares being transferred. I have no clue when transaction was done. I know shares have been generated, issued and now potentially transferred or are going to be transferred. The only thing I care about is value assumption. I don’t want crazy consolidation. The value assumption will be factored once they figure out ownership percentages. Maybe all is done. I’m pretty sure we’re also waiting for the accountants to be done. All I know is that they are delaying and now ICO licenses have been triggered. Some sort of change of control has been initiated and now licenses etc are all being terminated transferred etc. I’m no lawyer or accountant but I’m not blind either. I’m told I’m a good conspiracy guy. Who knows maybe I am. All I know is Teper could pull out his wallet and buy this deal without splitting a hair. I just hope he wants to share with me.
So I think this Vector Merger is causing all the hoopla. Required corporate consents/approvals blah blah blah.....merger would be considered a “change of control” thereby triggering provisions change of control provisions in licensing and other operating agreements. This is why I think ICO is doing all it’s goodness.
I think overall that an extension will be good for the process. It will mean that the courts sees a resolution here and a chance for sales to be done. Cause of course that’s whats happening here. Wink wink. Three delays for Ceplene. Notice how there isn’t a date to close or get approval for Ceplene. Nope!!! They just made date for extension saying that they need more time to close deal. So vague and left up to your imagination. How convenient to do that right before John lays down rejection and ICO motions for termination. June is just a write off month. Nothing happening other than extension and maybe termination to help ICO and IMNP to go their separate ways. It will be a tough goodbye. Lots of tears to follow.
ORDERED that the automatic stay is so lifted for the sole purpose of allowing iCo to terminate the License and the License shall be terminated; and it is further
Why didn’t they say sub license? Don’t they need to be specific?
Ski you have to wonder about the promotional work they did. I never saw any promotional work. That’s a nice chunk of change for no work. I be the promotional company is related to someone. They are so lucky to be tagged on at the end. Their renewed contract with Vector will be huge. Hilarious. I look forward to seeing the plan in August.
What a great plan right. Immune and John coordinated a great plan. That my opinion. Ico now just needs to get termination and then it’s sub-license deal with IMNP will be up and running. I hope Judge gives them termination. Cross your fingers.
I’m thinking ICO will get termination of license. I believe the action of a termination will actually will start the new agreement with IMNP. There’s a termination clause that I think has something with this motion by ICO
Ski you forgot to mention that they continued to hire the promoter when they knew they had no money. You never buy something that you can’t afford. You only buy services when money is in bank.
Hey. You was just thinking about the request for extension. Do you guys not find it odd that IMNP said that they were now talking with all parties on possibly selling all assets and using Ltd blah blah blah... but the all of a sudden this little storm comes in. It sort of contradicts what they were leading us to believe. Of course I wasn’t led anywhere. But I just wanted to mention this. So many untruths. The winner of the week is certainly ICO. John’s argument was well received by me. Maybe only a couple lies there. ICO’s statement is just odd. For that alone I would counter sue and shove a spike in that one. I would make Andrew wish he never said a damn thing. Andrew would wish he never met me. I’m pretty sure though the judge will just shrug and say “nice try bud”. Any ways. I just wanted to say that today. Lots of contradiction in the story here. IMNP will get extension but based entirely off protocol and that they have shown possible reason for extension. I see nothing else happening this week. Just extension. Cheers
I don’t believe that Ski. I believe all is going down as planned. I don’t for one second think John is a crook. He’s just a good confidence man.
Sorry guys. Ignore the last few irrelevant messages. They have nothing to do with this BK. Completely irrelevant. Not even worth reading. Thanks
444 shares of Preferred Stock described above, and the shares of common stock issuable upon conversion of the Preferred Stock and any dividends payable thereof, were offered by the company pursuant to a prospectus supplement to the company's "shelf" registration statement on Form S-3 (File No. 333-198647), which became effective on October 28, 2014. 503 of the shares of Preferred Stock, and the shares of common stock issuable upon conversion of the Preferred Stock and any dividends payable thereof, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), will be issued in the concurrent private placement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
The Preferred Stock was offered only to one institutional accredited investor.
Immune has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon conversion of the Preferred Stock issued in the private placement as well as any dividends payable in shares of common stock.
Sorry Turbo. I don’t know if that answered your question. I believe it was JULY 29th. That was the last of it.
Immune Pharmaceuticals, Inc. (IMNP) ("Immune or the "Company") announced today that Immune has received an additional $3 million in gross proceeds from Discover Growth Fund pursuant to the agreement previously disclosed in the Company's Current Report on Form 8K filed on July 29, 2015. This financing was in addition to the gross proceeds of $9 million already received from Discover at the same $2.50 conversion price and terms and the $4.5 million from Hercules Technology Growth Capital. Hercules also provided Immune the option to draw down additional capital under the term loan of up to $5 million in gross proceeds subject to clinical milestones and other conditions. The additional $3 million from Discover was received upon an effective "resale" registration statement pertaining to the Series D Preferred and stockholders approval on Friday, September 25, 2015.
This happened in 2015 with Discover. Cheers
Immune received $13.5 million in gross proceeds: $9.0 million from Discover and $4.5 million from Hercules, following the execution of the two agreements. Immune expects to receive an additional $3.0 million from Discover upon an effective "resale" registration statement for the securities sold and stockholders approval in accordance with the NASDAQ rules (stockholders of the company, representing close to 50% of the voting power as of July 28, 2015, have already agreed to vote in favor of such proposal). Immune also has the option to draw down additional capital under the term loan with Hercules of up to $5.0 million prior to June 15, 2016, subject to certain clinical milestones and other conditions.
Why doesn’t anyone want to talk about this being a bought claim. I prefer talking about the reasons why we are here. John Kirkland is just a service provider. He’s just providing a service. It’s like a loan shark. Yea it’s illegal but heck he’s doing an amazing job. I love how deep this rabbit hole goes. Now ICO is stirring it up. It’s awesome. I’m starting to think some of you don’t know what a bought claim is. Any one want to make a friendly bet that hearing does nothing next week. I expect extension. That’s a given. Thanks to John Kirkland and Andrew Rae we were able to get a new extension date. July 2nd. But guess what. I believe we should have one more after that. I’m waiting for some reconciliation. Every love story needs kisses and hugs at the end. Maybe even a little consummation. Jump!! Jump!! For my love. Jump in!!
What’s hilarious is that they are already putting July hearing dates up and we haven’t even received and extension. You have to laugh. Seriously. What a pathetic joke. So when I say this is being pushed out. Trust me it will be and it’s all planned. Wow. Having a judge is a forgone conclusion. Why even request a hearing for extension??? These guys just carry on knowing that they’ll receive extension. Which then let’s us know that we a have at least another month or more with Ceplene. They won’t get approval until they sell BERT. Need all to happen at once to get the outcome they’re wanting. And we all know what these guys are wanting. C’mon. Deep down you know what they want. I don’t want it as much. But I have no choice. I would like to see UC results. But we know that’s not coming anytime soon. Or is it. Who knows.
A crook hired by IMNP. Remember, Tony came to him to buy a claim. Common practice.
Wow. Awesome. We all knew this was going to be done at a snail pace. They have to make everything look too legit to quit. Relax and enjoy your summer. ICO has no case. Meaningless remarks mean nothing here. Unless you provide fact for your thoughts, you will just be washed up and ignored.
Sorry Mommy. You wrong. Loving it. Preach what you don’t know. ICO has zero claim here. Andrew taking cues from Teper.
What’s funny here is that IMNP hasn’t opposed the motion by Discover to convert. They’ve gone after ICO which is hilarious as they have zero claim here. What’s also funny and I mean funny is that Cytovia deal was extended to June 11th. So I’m now pretty certain that’s a lost cause. Won’t be seeing that deal close any time soon. This is a great storm of awesomeness. I love it. Love this drama. Of course it’s all coordinated but I still love watching it unfold. This is the Matrix Unloaded. The heat is on. It’s regulated heat but still comfortable.
I also don’t think it’s shorting. I think the truth is out and that people realize we have a ways to go. I don’t see anything happening until mid JULY - to mid August. Anything under a cent is good here.
Now that’s some interesting stuff. That’s the stuff I like to talk about. As well. I wonder how MedImmune fits into all this. They probably want their 7 million from ICO for original license of 008
Sorry assigns was the wrong word. But IMNP has all rights and interest for Bert with all indications. Sorry about assign. I was thinking of another stock.
Subject to the terms and conditions of this Agreement, IMPH hereby grants to iCo a perpetual, fully-paid, royalty free, exclusive license in the Territory, with the full rights to grant sublicenses through multiple tiers, under any IMPH Product Improvements solely to the extent reasonably needed for iCo (and its Affiliates and other licensees) to use or practice IMPH Product Improvements for Research and/or to make, have made, use, sell, offer for sale, import, export, develop, register, and distribute Licensed Products solely for use in the Ocular Field.
Firstly. ICO-008 has been assigned to Bert. That’s in the agreement as well. Secondly this is another thing that can help.
Upon termination of this Agreement in its entirety by either Party, then:
(a) Without limiting or derogating from sub-section (b) below, IMPH hereby grants iCo an exclusive, perpetual, irrevocable, sublicenseable, fully-paid, royalty-free license, effective upon the effective date of such termination, under any IMPH IP that is owned by IMPH or its Affiliate at the date of termination to the extent that such IMPH IP is related to, or useful for the development, manufacture, use or commercialization of, Licensed Product (collectively, the “ Terminated Agreement IP ”) solely to research, develop, have developed, register, make, have made, manufacture, have manufactured, formulate, use, have used, import, have imported, export, market, have marketed, promote, advertise, distribute, offer for sale and sell, have sold, transport and distributed iCo-008, Licensed Products, and any other product that comprises a VH CDR1, a VH CDR2 and a VH CDR3 domain (as such terms are defined in the text and claims of US Patent No. 6,946,546) and binds to eotaxin-1. Any license for IMPH IP that is not Terminated Agreement IP shall be negotiated between the Parties in good faith upon such termination. In the event this Agreement is terminated by IMPH pursuant to Section 15.5 due to iCo’s uncured material breach of its obligations hereunder, then the foregoing rights under this Section 16.3(a) shall be of no force and effect.
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended.
Turbo. I feel bad that you did all that hard knock research in google and ended up having a sleepless night thinking IMNP was partnered with ICO for all the indications. At least now you can sleep better knowing tonight that all is well.
A little more on improvements. I wanted to make sure the coffin was in the ground:
Pipeline Highlights
Immuno-inflammation
· Bertilimumab continues to accrue patients in its two phase 2a clinical trials in bullous pemphigoid (BP) and ulcerative colitis (UC). The BP trial is expanding to six US centers in addition to the two Israeli centers. The first US center was initiated in August 2016 and started to screen patients with others to follow shortly. The UC trial is expanding to Eastern Europe with site initiations to be completed in the fourth quarter of 2016. An additional phase 2a trial in Atopic Dermatitis (AD) is in final planning stages in Canada.
· In the second quarter of 2016, new pre-clinical data was generated in AD and a new provisional patent was filed in partnership with Hadasit, the technology transfer of Hadassah hospital, for oral use of anti-eotaxin antibodies in Non-Alcoholic Steato-Hepatitis (NASH).
· Immune also advanced process development for its new cell line for the production of bertilimumab. Immune expects to bridge to the new cell line starting in mid-2017. Immune is assessing options for development of a sub-cutaneous formulation of bertilimumab.
· Immune advanced the development of NanoCyclo, a topical formulation of cyclosporine A for the potential treatment of AD and psoriasis.