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Omeros Corporation (OMER) Message Board

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  • t_c16@ymail.com t_c16 Jun 29, 2010 1:19 PM Flag

    GPCRs

    The street is littered with bankrupt companies that failed to monetize their ideas. So I agree that a pharma deal is needed for the street to figure out how much to value the company and it would alleviate cash burn fears.

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    • Seem to remember an option agreement or $-sharing deal with owner of gpcr IP technology if OMER partners with pharma. What is % to OMER of any pharma upfront/milestone payments?

      • 1 Reply to ddstox
      • From Omeros' 10K filed 3/31/10.... reading the following, it's pretty clear that they need to "complete the deal" with Patobios unless they want to be on the hook to give Patobios the lion's share of any partnering deal:

        Under the terms of our Exclusive Technology Option Agreement with Patobios Limited dated September 4,
        2008, as amended on November 10, 2009, we have the right to purchase Patobios’ assets related to the CRA,
        including patents and other intellectual property rights, for approximately $10.8 million CAD, of which $7.8 million
        CAD is payable in cash and $3.0 million CAD is payable in our common stock, subject to adjustment...

        Under the terms of the agreement with Patobios, we have the right to screen up to three sets of five orphan
        GPCRs using the CRA during the option period. If we “de-orphanize” at least three separate orphan GPCRs using the
        assay, we may not screen additional sets of orphan GPCRs using the CRA without Patobios consent. Under our
        agreement, a GPCR is “de-orphanized” when we identify a set of molecules, or ligands, that bind to an orphan GPCR
        and meet specific potency and selectivity criteria.

        In addition, if we de-orphanize at least one orphan GPCRs using the CRA:
        • We will be required to pay Patobios a $500,000 CAD de-orphanization milestone payment, which will be
        credited in full against the cash portion of the asset purchase price should we exercise our option to
        purchase Patobios’ assets related to the CRA;

        • We may license, partner or assign therapeutic development and/or commercialization rights associated with
        up to three de-orphanized orphan GPCRs to third parties, or the Third-Party Licenses, subject to Patobios’
        approval of the scope of such Third Party Licenses (Third Party Licenses for any additional de-orphanized
        orphan GPCRs would require prior approval from Patobios);

        • If we grant any Third-Party Licenses, then until the agreement with Patobios is terminated or we purchase
        the assets, whichever occurs first, we are required to pay Patobios 60% of any license proceeds that we
        receive from such Third-Party Licenses, subject to certain exceptions, which amounts would be credited in
        full against the purchase price of the assets related to the CRA;

        • If our agreement with Patobios is terminated before we purchase the CRA assets, thereafter we will share
        equally with Patobios any proceeds from Third-Party Licenses;

        • Patobios may require us to purchase the CRA assets for the approximately $10.8 million CAD purchase
        price, provided that we will not be required to purchase the assets until the sum of the following items is at
        least equal to $5.135 million CAD: (a) the amount we have paid to Patobios from the Third-Party Licenses,
        (b) the amount of any government or non-profit funding that we have received and that is specifically
        allocated for the purchase of the assets and (c) the $500,000 CAD de-orphanization milestone payment;

        • We may not terminate the agreement for convenience during an option period for which we have elected to
        pay an option fee and none of the option fees paid will be refundable to us except in case of a breach of the
        agreement by Patobios; and

        • If by June 4, 2010 we have de-orphanized at least one orphan GPCR but have not purchased the CRA
        assets, we will be required to extend the option period until December 4, 2010 at a cost of $500,000 CAD.

 
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