Amended and Restated Research and Collaboration Agreement, dated August 9, 2024, by and between Aarvik Therapeutics, Inc. and the Registrant
Exhibit 10.1
AMENDED AND RESTATED
RESEARCH COLLABORATION AGREEMENT
This AMENDED AND RESTATED RESEARCH COLLABORATION AGREEMENT (the “Agreement”) is effective as of August 9, 2024 (the “Restated Agreement Effective Date”) by and between Aarvik Therapeutics, Inc., a company incorporated in Delaware, having a place of business at 31363 Medallion Drive, Hayward, CA 94544 (“Aarvik”), and ArriVent BioPharma, Inc., a company incorporated in Delaware, with offices located at 18 Campus Blvd. Suite 100, Newtown Square, PA 19073-3269 (“ArriVent”). ArriVent and Aarvik are referred to herein individually, as a “Party” or, collectively, as “Parties.”
BACKGROUND
Aarvik has expertise in, and platforms for, the discovery of novel molecules for oncology targets. ArriVent has expertise in the research, development and commercialization of pharmaceutical products. Aarvik and ArriVent previously entered into that certain Research Collaboration Agreement dated December 21, 2021, as amended pursuant to an Amendment No. 1 to Research Collaboration Agreement dated June 30, 2023 (the “Original Agreement”), pursuant to which the Parties agreed to collaborate to use the Aarvik IP to discover novel bispecific ADCs in the Field, from which Compound(s) may be selected and further developed, and pursuant to which Aarvik granted to ArriVent certain exclusive rights to Research, Develop, use, Manufacture, Commercialize the Compounds and Products in the Field in the Territory. The Parties desire now desire to amend and restate the Original Agreement in its entirety pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements provided herein below and other consideration the receipt and sufficiency of which is hereby acknowledged, ArriVent and Aarvik hereby agree as follows:
DEFINITIONS
The following capitalized terms shall have the meanings given in this Article 1 when used in this Agreement:
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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OVERVIEW; GOVERNANCE
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RESEARCH COLLABORATION
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION
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LICENSES AND EXCLUSIVITY
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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PAYMENTS
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Milestone Events | Milestone Payments (in US Dollars) |
1. [***] | $[***] |
2. [***] | $[***] |
3. [***] | $[***] |
Total milestone payments for the Target Pair | $[***] |
Milestone Events | Milestone Payments (in US Dollars) |
1. The aggregate amount of annual Net Sales of a Product in the Field worldwide first exceeds [***] US Dollars (US$[***]) | $[***] |
2. The aggregate amount of annual Net Sales of a Product in the Field worldwide first exceeds [***] US Dollars (US$[***]) | $[***] |
3. The aggregate amount of annual Net Sales of a Product in the Field worldwide first exceeds [***] US Dollars (US$[***]) | $[***] |
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Total milestone payment per Product | $[***] |
Net Sales of Product | Royalty Rate |
1. The portion of annual Net Sales of a Product equal to or greater than US$[***] but less than US$[***] | [***]% |
2. The portion of annual Net Sales of a Product equal to or greater than US$[***] but less than US$[***] | [***]% |
3. The portion of annual Net Sales of a Product equal to or greater than US$[***] | [***]% |
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INTELLECTUAL PROPERTY
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
CONFIDENTIALITY
If ArriVent exercises the Option before publication of the Product Specific Collaboration Patents, (i) ArriVent may share [***] only with ArriVent’s internal research team and Third Party service providers directly involved with Exploitation for ArriVent, where such Third Party service providers are disclosed to and approved Aarvik in advance in writing (which approval shall not be unreasonably withheld, conditioned or delayed) provided that such Third Parties shall be bound by a written agreement having confidentiality and non-use terms and conditions at least as stringent as those in this Agreement, and (ii) if the Initial Lead [***] Antibody is replaced with the Backup Lead [***] Antibody pursuant to Section 3.8.3, ArriVent may share [***] only with ArriVent’s internal research team and Third Party service providers directly involved with Exploitation for ArriVent, where such Third Parties are disclosed to and approved by Aarvik in advance in writing (which approval shall not be unreasonably withheld, conditioned or delayed) provided that such Third Parties shall be bound by a written agreement
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
having confidentiality and non-use terms and conditions at least as stringent as those in this Agreement. Prior to the publication of the Product Specific Collaboration Patents and continuing after the publication of the Product Specific Collaboration Patents until ArriVent’s filing of an IND with respect to a Product, ArriVent shall not specifically identify in the Product Specific Collaboration Patents for any Third Party the Initial Lead [***] Antibody or the Backup Lead [***] Antibody unless disclosed to and approved by Aarvik in advance in writing (which approval shall not be unreasonably withheld, conditioned or delayed). The restrictions set forth in this paragraph are in addition to the other confidentiality and non-use restrictions set forth in this Agreement, and the permitted disclosure provisions in Sections 8.2.4 and 8.2.6 shall not apply thereto.
The confidentiality and non-use obligations under this Section 8.1 with respect to any Confidential Information shall not include any information that:
Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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REPRESENTATIONS, WARRANTIES AND COVENANTS
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
INDEMNIFICATION
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TERM AND TERMINATION
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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DISPUTE RESOLUTION
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MISCELLANEOUS
If to Aarvik, addressed to: Aarvik Therapeutics, Inc.
Attention: Jagath Reddy Junutula, CEO
Address: 31363 Medallion Drive
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Hayward, CA 94544
With a copy to:Fox Rothschild LLP
Attention: Terrence Kerwin, Esq.
Address: 747 Constitution Drive
Suite 100
Exton, PA ###-###-####
If to ArriVent, addressed to:ArriVent Biopharma, Inc.
Attention: Zhengbin Yao
Address: 18 Campus Blvd
Suite 100
Newtown Square, PA 19073-3269
With copies to:ArriVent Biopharma, Inc.
Attention: Legal Department
Address: 18 Campus Blvd
Suite 100
Newtown Square, PA 19073-3269
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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
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IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals by their duly authorized representatives as of the Restated Agreement Effective Date.
Aarvik THERAPEUTICS, INC. | ArriVent BIOPHARMA, INC. |
By: /s/ Jagath Reddy Junutula, Ph.D. Name: Jagath Reddy Junutula, Ph.D. Title: Co-founder, President & CEO | By: /s/ Zhengbin Yao, Ph.D. Name: Zhengbin Yao, Ph.D. Title: CEO |
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Exhibit A
Target PAIR
[***]
Exhibit A
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Exhibit B
Summary of Work Items and Research Expenses
[***]
Exhibit B-1
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EXHIBIT C
JOINT RESEARCH COMMITTEE MEMBERS
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Exhibit C
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Exhibit D
EXCLUSIVELY LICENSED PATENTS
523076598v.2
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Exhibit D
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