ACT purchased 4000 shares of Allied Cell Technology. 1000(25%) shares were held back until certain contingencies were met. ACT had 33% ownership which when remaining shares were transferred ACT retained a 40% ownership as they do today.
In consideration for the 4000 share investment ACT transferred employees, guaranteed lab space and lab equipment for approx. 3 years.
This License Agreement is between Allied Cell(now includes ACT) and Cha Biotech. Sublicensor is Allied Cell, Sublicensee is CHA This sublicense agreement only gave CHA an Exclusive in South Korea Section 2 here: http://sec.gov/Archives/edgar/data/1140098/000114420409040583/v156251_ex10-126.htm Allied Cell and CHA were signing parties, Dr. Hyung-Min Chung signed both
MY summary based on these two transactions. First of all, I am pretty sure the Exclusive License Agreement between ACT and Allied is missing from public view which for me at least causes most of the confusion. Based on what I can see, SCRMI(the partnership) holds the worldwide exclusive license and CHA received an Exclusive License for South Korea only back in 2008.
PART 2: THIS SECTION APPLIES TO ACT/CHA DEALS...(not part of joint venture)
NOTE: Both Agreements below are for South Korea ONLY. Both agreements allow CHA non-exclusive worldwide rights to sublicense technology for RESEARCH ONLY..NOT FOR THE SALE
July 21, 2011...ACT Obtains Exclusive License For Hemangioblast Technology In North America ACT to Aggressively Pursue Clinical Translation of "Universal" Blood, Platelets and Off-the-Shelf Mesenchymal Stem Cells Derived From Embryonic Stem Cells, Among Other Technologies
Under the terms of the agreement, SCRMI exclusively licenses the rights to its hemangioblast program to ACT for North America (United States and Canada) and to CHA Biotech for Korea and Japan.
The ownership in SCMRI remains largely unchanged between ACT and CHA Biotech, with the joint venture ceasing internal research activity and transitioning to a licensing entity.
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