Pursuant to the terms of the Agreement, the Company will license to Celgene, on a non-exclusive basis, the use of the Company's clinical and scientific data relating to targeted immunotherapies for cancer and other disease treatments to stimulate a patient's immune response and certain other confidential information.
In consideration for the rights granted under the Agreement, Celgene will pay the Company certain upfront fees and, upon achievement of development milestones, milestone payments in the aggregate amount of approximately $13 million plus any expenses. The Agreement contains customary provisions, as to the term of the Agreement, representations, warranties, and indemnities by each of the Company and Celgene.
The licensed assets were acquired from the Company's merger with Favrille, Inc. in January 2009. In addition to the FavId vaccine data, MMRGlobal retains worldwide intellectual property rights to numerous additional biotech assets including international patents and anti-CD20 monoclonal antibodies.
The above summary does not purport to be a complete description of the terms of the Agreement and is qualified in its entirety by reference to the Agreement, which the Company will file as an exhibit to the Company's Annual Report on Form 10-K for the year ending December 31, 2010. Portions of the Agreement may be omitted in accordance with a request for confidential treatment that the Company expects to submit to the Securities and Exchange Commission.