On September 13, 2021, Everest Medicines Limited (HKEX 1952.HK, "Everest") announced two separate definitive agreements with Providence Therapeutics Holdings Inc. ("Providence"), a clinical stage biotechnology company developing messenger RNA ("mRNA") therapeutics and vaccines. Everest and Providence have agreed to (i) license rights to Providence's mRNA COVID-19 vaccine candidates in Asia emerging markets, including Greater China, Southeast Asia and Pakistan, and (ii) establish a broad, strategic partnership to develop mRNA products globally leveraging Providence's cutting-edge mRNA technology platform ("mRNA Platform").
Under the terms of the agreements, Everest gains rights to Providence's mRNA COVID-19 vaccines in Greater China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Pakistan, Philippines, Singapore, Thailand, Timor-Leste and Vietnam ("Everest Territories"). Everest will also gain rights to Providence's next generation mRNA COVID-19 vaccine candidates against specific VOC which are in pre-clinical development.
Everest and Providence will also enter into a 50/50 global collaboration under which the parties will develop two additional prophylactic or therapeutic products ("Collaboration Products"). Global rights to Collaboration Products will be jointly owned by Everest and Providence. Everest also will be enabled to create and develop products ("Additional Products") using Providence's mRNA Platform for product discovery across a broad range of other prophylactic and therapeutic areas. The collaboration includes full technology transfer of Providence's current and future manufacturing processes to Everest.
Under the terms of the transaction agreements, Providence will receive the following considerations
(i) for COVID-19 vaccines:
a. US$50 million in initial upfront payment to be paid in cash
b. In Greater China and Singapore, up to US$100 million in profit-sharing on COVID-19 vaccines, and once profit share has reached an aggregate amount of US$100 million, mid to high single-digit royalties, and in Everest Territories outside of Greater China and Singapore, mid-teens royalties on COVID-19 vaccine sales
(ii) for Collaboration Products, Additional Products, and the mRNA platform:
a. US$50 million in initial upfront payment to be paid in cash
b. Up to US$300 million in future milestone payments to be paid in newly-issued Everest stock, based on the achievement of certain technology transfer, manufacturing, preclinical, development and commercial milestones
Gowling WLG advised Providence with respect to the negotiation of these agreements with a team led by Greg Peterson and Anita Nador, that included Jason Mullins and Peter Zhang (corporate) and Jasleen Chahal (life sciences/intellectual property).
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