|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On
December 12, 2007, Ore Pharmaceuticals Inc., formerly Gene Logic Inc., (the
“
Company
”) entered into a letter agreement (“
Letter Agreement No.
1
”) with Ocimum Biosolutions, Inc., a Delaware corporation (“
Ocimum
”)
and Ocimum Biosolutions (India) Limited, a company incorporated under the
Company Act, 1956, in the Republic of India (“
Ocimum India
”) amending
that certain asset purchase agreement, dated October 14, 2007 and previously
filed as Exhibit 10.99 to the Current Report on Form 8-K filed by the Company
on
October 18, 2007, by and between the Company, Ocimum and Ocimum India for the
sale of substantially all of the assets of the Company’s genomics business (the
“
Genomics Assets
”), except for the assets of the Company’s molecular
diagnostics business, to Ocimum (the “
Asset Purchase
Agreement
”). On December 14, 2007, the Company entered into an
additional letter agreement (“
Letter Agreement No. 2
”) with Ocimum and
Ocimum India amending the Asset Purchase Agreement. Copies of Letter
Agreement No. 1 and Letter Agreement No. 2 are attached hereto as Exhibits
10.99(a) and 10.99(b), respectively, and are incorporated herein by
reference. The “Asset Purchase Agreement” hereinafter refers to the
Asset Purchase Agreement, as amended by Letter Agreement No. 1 and Letter
Agreement No. 2.
In
connection with the sale by the Company of substantially all of the Genomics
Assets, except for the assets of the Company’s molecular diagnostics business,
to Ocimum pursuant to the Asset Purchase Agreement, the Company entered into
the
following material agreements effective as of December 14, 2007:
The
Company entered into a license agreement with Ocimum for the use of
certain technology and intellectual property acquired by Ocimum pursuant to
the
Asset Purchase Agreement (the “
Drug Repositioning License Agreement
”)
whereby Ocimum granted the Company (i) an exclusive license to use the
technology and patent rights related to databases, software and know-how sold
to
Ocimum in its Drug Repositioning Business and Shared Services Division (as
such
terms are defined in the Asset Purchase Agreement) and (ii) a non-exclusive
license to use such technology and patent rights in all fields of use outside
of
its Drug Repositioning Business and Shared Services Division. The
foregoing description of the Drug Repositioning License Agreement is qualified
in its entirety by reference to the complete terms of the Drug Repositioning
License Agreement, a copy of which is attached hereto as Exhibit 10.100 and
incorporated herein by reference.
The
Company entered into a license agreement with Ocimum for the use of certain
technology and intellectual property acquired by Ocimum pursuant to the Asset
Purchase Agreement (the “
Diagnostic Development License Agreement
”)
whereby Ocimum granted the Company (i) an exclusive license for a period of
one
year from the date of Closing (as defined in the Diagnostic Development License
Agreement) to use the technology and patent rights related to databases,
software and know-how sold to Ocimum in its Diagnostic Development Business
(as
such term is defined in the Asset Purchase Agreement), (ii) a non-exclusive
license from and after the end of the exclusive license to use such technology
and patent rights in its Diagnostic Development Business, and (iii) a
non-exclusive license to use such technology and patent rights in all fields
of
use outside of its Diagnostic Development Business. The foregoing
description of the Diagnostic Development License Agreement is qualified in
its
entirety by reference to the complete terms of the Diagnostic Development
License Agreement, a copy of which is attached hereto as Exhibit 10.101 and
incorporated herein by reference.
The
Company received a secured promissory note in the principal amount of $3 million
(the “
Promissory Note
”) from Ocimum and Ocimum India as payment for a
portion of the purchase price pursuant to the Asset Purchase
Agreement. The Promissory Note will be due eighteen (18) months from
the date of closing and will be non-interest bearing. If the
Promissory Note is not paid when due, interest shall accrue on the unpaid
principal amount at a default rate of fifteen percent
(15%)
per annum, compounded monthly. The
foregoing description of the Promissory Note is qualified in its entirety by
reference to the complete terms of the Promissory Note, a copy of which is
attached hereto as Exhibit 10.102 and incorporated herein by
reference.
The
Company entered into a sublease agreement (the “
Sublease
”) with Ocimum
for a portion of the office space and common areas located at 50 West Watkins
Mill Road, Gaithersburg, Maryland 20878. The Sublease term commenced
as of December 14, 2007 and shall end on December 31, 2008, unless terminated
earlier as permitted by the Sublease. The Sublease is for
approximately 12,653 square feet and the Company will pay rent equal to fifty
percent (50%) of the basic annual rent payable by Ocimum to the prime landlord
under the prime lease. The Sublease also provides for payment of
additional rent for taxes, operating expenses, common area maintenance charges
and other expenses. Upon five (5) days written notice to Ocimum, the
Company may reduce the square footage occupied by the Company and if Ocimum
subleases any part of the building to anyone other than the Company prior to
December 31, 2008, then the Company’s rent obligation will be reduced by an
amount equal to the rentable square footage of space subleased divided by
one-half of the rentable square footage under the prime lease. The
foregoing description of the Sublease is qualified in its entirety by reference
to the complete terms of the Sublease, a copy of which is attached hereto as
Exhibit 10.103 and incorporated herein by reference.