HANUMAN,
why did they need an agreement with SCRMI for an "an exclusive license to commercialize the technology in North America"?
Because SCRMI(60% owned by CHA, 40% ACT) owned all the exclusive hemangioblast technology. ACT took back the 10 employees and paid approx $800K for exclusive USA and Canada rights.
(from 10Q)
On July 15, 2011, the Company and CHA Biotech entered into a binding term sheet, with the expectation of entering into a definitive agreement by September 30, 2011, in which the joint venture was realigned around both product development rights and research responsibilities. Under the terms of the binding term sheet, SCRMI exclusively licensed the rights to the Hemangioblast Program to the Company for United States and Canada and expanded the jurisdictional scope of the license to CHA Biotech to include Japan (in addition to South Korea, which was already exclusively licensed to CHA Biotech). As part of the agreement, the scientists at SCRMI involved in the Hemangioblast Program were transferred to the Company, and SCRMI discontinued its research activity and became solely a licensing entity. The Company is obligated to meet a minimal research spending requirement in order to maintain its exclusive license, up to the point of filing an investigational new drug for a therapeutic product. Intellectual property rights created by the Company in the course of our research are subject to a non-exclusive license to CHA Biotech for Japan and South Korea, and to SCRMI to be sub-licensable under certain circumstances for countries other than the United States, Canada, Japan and South Korea.
