RE:RE:Red Flags to Consider"
No red flags just further opportunity for ONCY since whoever acquires ONCY will be able to decide on how it wants to deal with the China market, if at all, since the US Government's recently passed IRA focused on the treatment of US biologics and China."
since a lot of the agreement between AN and Oncy is confidential, seems our knowledge is limited. however, that agreement does provide some significant information.
AN has a warrant agreement to purchase shares of the captial stock of oncy. with that agreement is it possible for AN to acquire a majority control? don't know since that is confidential.
whomever were to buyout oncy has to deal with AN subject to the existing agreement. Imagine you were a commercial tenant in a large office building with 4 years remaining on a 5 year lease agreement. if the landlord/owner were to sell the building it could not just issue evacualtion notices for lease holding tenants in the building. the new owner would be subject to the existing leases and would have to deal with those leaseholders during the term of their leases. while the leases might provide for annual increases in rent, overage rent (think double digit royalties) and other pass-through expenses, the landlord could not just kick out a tenant with a valid lease just because the building changed hands.
and, some additional provisions of the agreement between AN and oncy: “Warrant Purchase Agreement” means a warrant purchase agreement to be entered between Oncolytics Biotech and Licensee or its designated Affiliate simultaneously with this Agreement pursuant to which Licensee or its designated Affiliate shall purchase warrants to purchase shares of capital stock of Oncolytics Biotech on the terms and subject to the conditions set out therein, substantially in the form attached at Schedule 6 hereto.
License to Licensee. Subject to the terms of this Agreement, Oncolytics grants the following licenses to Licensee effective as of the earlier of the next date following the Effective Date or the date on which Licensee makes its first payment to Oncolytics under this Agreement:
3.1.1
an exclusive license under the Oncolytics Patent Rights and the Oncolytics Inventions (in each case, to the extent that Oncolytics has exclusive rights and does not infringe Licensee’s Intellectual Property Rights or any Third Party’s Intellectual Property Rights) and Oncolytics’ interest in the Joint Patents to [**] Licensed Products in the Field in the Territory
Development in respect of the PRC. Obtaining Marketing Authorization for the Licensed Product for use in the Field in the PRC is of the essence of this Agreement. On or before [**], Licensee shall produce strategy for the development and Regulatory Approval [**] in the PRC for at least the First Indication and this strategy shall be provided to the JSC for approval and incorporation into the Development Plan in respect of the Licensed Product. [**]. Within the same period, Licensee shall also commence work to generate or obtain any other data that may be necessary for Regulatory Approval in the PRC.
Clinical Studies. Subject to the provision of this Clause 4.5, Licensee shall have the right to undertake Clinical Studies (whether alone or together with Oncolytics) in respect of Licensed Products in the Territory and Oncolytics shall have the right to undertake Clinical Studies (whether alone or together with the Licensee or another Person) in respect of Licensed Products anywhere in the world outside the Territory.
Development Plan. Subject to Clauses 4.1 and 4.3, the Development Plan shall set forth for at least a three (3) year period: (i) all of the remaining Clinical Studies (including the Ongoing Clinical Studies and any future Clinical Studies), any development of a production process and all other development activities to be performed by Licensee for each Licensed Product; (ii) the activities necessary to a long-term strategy for the development of each Licensed Product in the Territory; and (iii) the corresponding Development Budget. Development activities to be provided for in the Development Plan may include, without limitation, any studies (clinical or otherwise), formulation development, development/applications of relevant diagnostics analytical method development, and quality control and stability testing necessary or useful in connection with obtaining and maintaining Marketing Authorizations for each Licensed Product in the Territory and any new indications, labelling changes or product improvements (including changes in formulation or dosage, combinations with other active pharmaceutical ingredients and other life cycle management activities) for each Licensed Product.