<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________.
Commission file number 0-20713
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ENTREMED, INC.
--------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 58-1959440
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
9640 Medical Center Drive
Rockville, Maryland
-------------------
(Address of principal executive offices)
20850
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(Zip code)
(301) 217-9858
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 10, 1999
- ---------------------------- --------------------------------
Common Stock $.01 Par Value 14,706,133
<PAGE> 2
ENTREMED, INC.
Table of Contents
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1 -- Financial Statements
Consolidated Balance Sheets
as of September 30, 1999 and December 31, 1998 3
Consolidated Statements of
Operations for the Three Months Ended
September 30, 1999 and 1998, and the Nine Months
Ended September 30, 1999 and 1998 4
Consolidated Statements of Cash
Flows for the Nine Months Ended September 30, 1999
and 1998 5
Notes to Consolidated Financial
Statements 6
Item 2 -- Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
Part II. OTHER INFORMATION
Item 1 -- Legal Proceedings 10
Item 2 -- Changes in Securities 10
Item 3 -- Defaults upon Senior Securities 10
Item 4 -- Submission of Matters to Vote of
Security Holders 10
Item 5 -- Other Information 10
Item 6 -- Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
ENTREMED, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- -------------
ASSETS (unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 39,898,939 $ 30,818,689
Short-term investments - 4,352,371
Interest receivable 141,698 186,927
Accounts receivable 549,042 112,383
Prepaid expenses and other 170,379 170,877
------------- -------------
Total current assets 40,760,058 35,641,247
Furniture and equipment, net 3,971,723 2,979,237
Other assets 905,733 953,519
------------- -------------
Total assets $ 45,637,514 $ 39,574,003
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,823,161 $ 2,093,017
Accrued liabilities 1,385,100 1,332,682
Deferred revenue 75,000 2,945,833
------------- -------------
Total current liabilities 5,283,261 6,371,532
Minority interest 20,090 14,407
Stockholders' equity:
Convertible preferred stock, $1.00 par and $1.50
Liquidation value:
5,000,000 shares authorized, none issued and
outstanding at September 30, 1999 (unaudited)
and December 31, 1998 - -
Common stock, $.01 par value:
35,000,000 shares authorized, 14,705,883 (unaudited) and 13,123,031 shares
issued and outstanding at September 30, 1999 and
December 31, 1998, respectively 147,059 131,230
Additional paid-in capital 107,547,268 78,364,136
Accumulated deficit (67,360,164) (45,307,302)
------------- -------------
Total stockholders' equity 40,334,163 33,188,064
------------- -------------
Total liabilities and stockholders' equity $ 45,637,514 $ 39,574,003
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
ENTREMED, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
-------------------------------- --------------------------------
Revenues:
<S> <C> <C> <C> <C>
Collaborative research and development $ 1,014,166 $ 1,042,500 $ 3,099,166 $ 3,127,500
Licensing 303,333 50,000 403,333 150,000
Grant revenues 128,897 241,262 287,716 376,718
Royalty revenues 288,108 - 716,319 -
Other revenues 51,813 9,675 52,853 9,675
------------ ------------ ------------ ------------
Total revenues 1,786,317 1,343,437 4,559,387 3,663,893
Expenses:
Research & development 6,959,576 4,481,485 21,686,171 10,326,215
General & administrative 2,223,748 1,380,387 6,122,655 3,907,287
------------ ------------ ------------ ------------
9,183,324 5,861,872 27,808,826 14,233,502
Investment income 501,290 559,126 1,196,577 1,685,543
------------ ------------ ------------ ------------
Net loss $ (6,895,717) $ (3,959,309) $(22,052,862) $ (8,884,066)
============ ============ ============ ============
Net loss per share (basic and diluted) $ (0.48) $ (0.31) $ (1.63) $ (0.71)
============ ============ ============ ============
Weighted average number of shares
outstanding (basic and diluted) 14,247,373 12,934,183 13,506,269 12,557,496
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
ENTREMED, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
-----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $(22,052,862) $ (8,884,066)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 675,331 559,760
Loss on disposal of furniture & equipment 65,674 -
Minority interest 5,683 4,901
Changes in assets and liabilities:
Accounts receivable (436,659) 17,177
Interest receivable 45,229 228,800
Prepaid expenses and other 48,284 (108,674)
Accounts payable 1,730,144 409,093
Accrued liabilities 52,418 (349,132)
Deferred revenue (2,870,833) (1,367,499)
------------ ------------
Net cash used by operating activities (22,737,591) (9,489,640)
CASH FLOWS FROM INVESTING ACTIVITIES
Maturities of short-term investments 4,352,371 42,757,660
Purchases of short-term investments - (19,579,726)
Other investments - (250,000)
Purchases of furniture & equipment (1,733,491) (667,203)
------------ ------------
Net cash provided by investing activities 2,618,880 22,260,731
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from option, warrant exercises and sale of stock 29,198,961 3,348,340
------------ ------------
Net cash provided by financing activities 29,198,961 3,348,340
Net increase in cash and cash equivalents 9,080,250 16,119,431
Cash and cash equivalents at beginning of period 30,818,689 18,232,491
------------ ------------
Cash and cash equivalents at end of period $ 39,898,939 $ 34,351,922
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
ENTREMED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial information of
EntreMed, Inc. (the "Company") includes the accounts of its 85%
owned subsidiary, Cytokine Sciences, Inc. Cytokine Sciences was
formed in June 1996 and was capitalized with $250,000 by EntreMed
for the purpose of acquiring the assets of Innovative Therapeutics,
Inc., which acquisition was completed in July 1996 in exchange for
15% of the common stock of Cytokine Sciences, Inc.
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, such consolidated financial statements do not include
all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the nine-month period
ended September 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999.
For further information, refer to the Company's audited financial
statements and footnotes thereto included in the Company's Form 10-K
for the year ended December 31, 1998.
2. CONTINGENCIES
The Company is a defendant in a lawsuit initiated in August 1995 in
the United States District Court for the Eastern District of
Tennessee by Bolling, McCool & Twist ("BMT"), a consulting firm. In
the suit, BMT asserts that the Company breached an agreement between
BMT and the Company by failing to pay BMT certain fees it asserts
are owed under the agreement. More specifically, BMT has asserted a
claim for the payment of services rendered in the approximate amount
of $50,000 and seeks a success fee in an unspecified amount in
connection with the Bristol-Myers Squibb Company Collaboration ("BMS
Collaboration"). The judge in the case bifurcated the proceeding
into two phases: an adjudication of whether the Company breached its
agreement with BMT and then a damage phase. After a trial on the
merits the jury found in favor of BMT on the breach of contract
claim. A trial to determine damages had been scheduled for April 14,
1998. However, on April 6, 1998, the court issued an Order pursuant
to which damages were limited to those arising during the term of
the Agreement, which terminated on November 1, 1995. On May 6, 1999,
the court confirmed its decision by granting the Company's motion
for summary judgment and limiting the Company's damages to
approximately $50,000 plus interest. Thus, this litigation at the
trial level has been concluded. BMT has filed an appeal and the
Company has cross-appealed. The Company cannot predict the outcome
of such appeal. However, the Company intends to continue to contest
any further action vigorously and believes that this proceeding will
not have a material adverse effect on the Company or on its
financial condition, although there can be no assurance that this
will be the case.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Since its inception in September 1991, the Company has devoted
substantially all of its efforts and resources to sponsoring and conducting
research and development on its own behalf and through collaborations with
corporate partners and academic research and clinical institutions, and
establishing its facilities and hiring personnel. Through September 30, 1999,
with the exception of license fees, research and development funding, royalty
payments, and certain research grants, the Company has not generated any revenue
from operations. The Company anticipates its primary revenue sources for the
next several years to include royalty payments, research grants and
collaboration payments from collaborators under arrangements entered into in the
future. The timing and amounts of such revenues, if any, will likely fluctuate
and depend upon the achievement of specified milestones, and results of
operations for any period may be unrelated to the results of operations for any
other period.
RESULTS OF OPERATIONS
Three and Nine Months Ended September 30, 1999 and September 30, 1998
Revenues increased approximately 33% from approximately
$1,343,000 for the three months ended September 30, 1998 ("1998 Three Months")
to approximately $1,786,000 for the three months ended September 30, 1999 ("1999
Three Months"). For the nine months ended September 30, 1999 ("1999 Nine
Months"), revenues were approximately $4,559,000 as compared to $3,664,000 for
the nine months ended September 30, 1998 ("1998 Nine Months"), a 24% increase.
These increases are primarily due to royalty income received from Celgene on the
sale of thalidomide. In addition, in August 1999 EntreMed recognized the balance
of BMS collaborative research and development fees, license fees and related
deferred revenue due to the modification of the research agreement whereby the
Company assumed all responsibility for preclinical and clinical work on the
Angiostatin(R) protein. Deferred revenue from the collaborative research and
development fees related to the amortization over five years of a one-time
payment of $2,500,000 from Bristol-Myers Squibb Company ("BMS") received in
December 1995 and the amortization of semi-annual payments of $1,835,000 under
the BMS Collaboration agreement, both fully amortized in August 1999. The
license fee represented the amortization over five years of a one-time
$1,000,000 license fee received in December 1995 under the BMS Collaboration
agreement also fully amortized in August 1999.
Research and development expenses increased by approximately 55%
from approximately $4,481,000 in the 1998 Three Months to approximately
$6,960,000 in the 1999 Three Months and by approximately 110% from approximately
$10,326,000 in the 1998 Nine Months to approximately $21,686,000 in the 1999
Nine Months. Research and development expenditures include sponsored research
payments to academic collaborators, including payments to Children's Hospital of
$1,700,000 in 1999 and $2,000,000 in 1998 and expenses related to the Company's
internal research programs. The increase in research and development costs
reflects increased efforts in the Company's internal and sponsored research and
product development programs related to its antiangiogenesis technologies.
Overall, research personnel increased from 42 as of September 30, 1998 to 52 as
of September 30, 1999. Research and development expenses are expected to
continue to increase as the Company continues to expand its research and
development efforts.
7
<PAGE> 8
General and administrative expenses increased approximately 61%
from approximately $1,380,000 in the 1998 Three Months to approximately
$2,224,000 in the 1999 Three Months. For the 1999 Nine Months, general and
administration expenses were approximately $6,123,000 as compared to
approximately $3,907,000 for the 1998 Nine Months, a 57% increase. The overall
increase in general and administrative expenses during the 1999 periods compared
to comparable periods of 1998 resulted primarily from the increase in
administrative costs associated with adding administrative staff to support the
Company's research efforts and external collaborations the Company is
conducting, investigating potential strategic relationships, and obtaining
professional services. Investment income decreased approximately 10% from
approximately $559,000 in the 1998 Three Months to approximately $501,000 in the
1999 Three Months and decreased approximately 29% from approximately $1,686,000
in the 1998 Nine Months to approximately $1,197,000 in the 1999 Nine Months.
This overall decrease in investment income during the 1999 periods compared to
comparable periods of 1998 is due to the reduction of the Company's cash and
short-term investments as such working capital components are used to fund the
Company's operations.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the Company had cash and cash equivalents
of approximately $39,899,000 with working capital of approximately $35,477,000,
primarily representing the net proceeds of the Company's private placements of
equity securities and its initial public offering, payments from BMS which
include equity investments, royalties received from Celgene and various grants.
On July 27, 1999, the Company completed an offering of 1,478,118
shares of its common stock, par value $.01 per share, Series 1 Warrants to
purchase a total of 739,059 shares of Common Stock at an exercise price of
$33.02 and Series 2 Warrants to purchase a total of 739,059 shares of Common
Stock at an exercise price of $25.45. The offering resulted in gross proceeds to
the Company, prior to the deduction of fees and commissions, of approximately
$30.1 million. The net proceeds from the offering will be used by the Company
for continued clinical development of the Company's products, working capital
and general corporate purposes, at the discretion of the Company's management.
The Company's cash resources have been used to finance research
and development, including sponsored research, capital expenditures, including
leasehold improvements to the Company's new facility, and general and
administrative expenses. Over the next several years, the Company expects to
incur substantial additional research and development costs, including costs
related to early-stage research, preclinical and clinical trials, increased
administrative expenses to support its research and development operations and
increased capital expenditures for expanded research capacity, various equipment
needs and facility improvements.
8
<PAGE> 9
The Company is a party to sponsored research agreements requiring
the Company to fund an aggregate of approximately $3,832,000 through 2001
(including $2,900,000 to Children's Hospital), materials production costs of up
to $9,000,000 for clinical trials, and license agreements requiring future
milestone payments of up to $3,635,000 and additional payments upon attainment
of regulatory milestones.
On February 9, 1999, the original BMS Collaboration was modified
such that the final payment of $611,667 under the agreement was paid on June 5,
1999. As amended, BMS has no further funding obligation to the Company after
August 9, 1999.
YEAR 2000 COMPLIANCE
The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the applicable year. As a
result, those computer programs having time-sensitive software would recognize a
date using "00" as the year 1900 rather than the year 2000.
The Company has queried its significant supplier that does not
share information systems with the Company (external agent). To date, the
Company is not aware of any external agent with a Year 2000 issue that would
materially impact the Company's results of operations, liquidity, or capital
resources. However, the Company has no means of ensuring that external agents
will be Year 2000 ready. The inability of external agents to complete the Year
2000 resolution process in a timely fashion could materially impact the Company.
The effect of non-compliance by external agents is not determinable.
The Company anticipates no other Year 2000 problems that are
reasonably likely to have a material adverse effect on the Company's operations.
There can be no assurance, however, that such problems will not arise.
To date, the Company has not incurred significant costs in
connection with the implementation of its Year 2000 Plan and does not expect
future costs to be significant.
- ----------------------------------
Statements herein that are not descriptions of historical facts
are forward-looking and subject to risk and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors,
including those set forth in the Company's Securities and Exchange Commission
filings under "Risk Factors", including risks relating to the early stage of
products under development; uncertainties relating to clinical trials'
dependence on third parties' future capital needs; and risks relating to the
commercialization, if any, of the Company's proposed products (such as
marketing, safety, regulatory, patent, product liability, supply, competition
and other risks).
9
<PAGE> 10
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
This information as set forth in Note 2 of "Notes to Consolidated
Financial Statements" appearing in Item 1 of Part I of this
report is incorporated herein by reference.
Item 2. CHANGES IN SECURITIES
On July 27, 1999, the Company completed a private placement of
1,478,118 shares of its Common Stock, par value $.01 per share,
Series 1 Warrants to purchase a total of 739,059 shares of Common
Stock at an exercise price of $33.02 and Series 2 Warrants to
purchase a total of 739,059 shares of Common Stock at an exercise
price of $25.45, with purchasers qualifying as "accredited
investors" under Rule 501(a) of Regulation D. The private
placement resulted in gross proceeds to the Company, prior to the
deduction of fees and commissions, of approximately $30.1
million. The net proceeds from the placement will be used by the
Company for continued clinical development of the Company's
products, working capital and general corporate purposes, at the
discretion of the Company's management. The offering was exempt
from registration under the Securities Act of 1933, as amended,
pursuant to the exemption set forth in Section 4(2) and
Regulation D promulgated thereunder, as the securities were
issued in private placements with accredited investors and did
not involve any public offering.
Item 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
10
<PAGE> 11
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report:
4.1* Form of Series 1 Warrant
4.2* Form of Series 2 Warrant
10.34+ Bioprocessing Services Agreement between Covance
Biotechnology Services, Inc. and EntreMed, Inc,
signed July 7, 1999 regarding
Angiostatin(R) protein
10.35+ Letter of Intent between Covance Biotechnology
Services, Inc. and EntreMed, Inc, dated August 30,
1999 regarding Endostatin(TM) protein
10.36* Form of Securities Purchase Agreement, dated as of
July 22, 1999, by and among EntreMed, Inc. and the
purchasers in the offering
10.37* Form of Registration Rights Agreement, dated as of
July 27, 1999, by and among EntreMed, Inc. and the
purchasers in the offering
27.1 Financial Data Schedule
- -----------------
* Incorporated by reference to the Company's current report on Form
8-K dated July 27, 1999 previously filed with the Securities and
Exchange Commission.
+ Portions of this Exhibit have been omitted pursuant to a
Confidential Treatment Request, which the Company has filed
separately with the Securities and Exchange Commission.
- -----------------
(b) A current report on Form 8-K dated July 27, 1999 was filed
on August 10, 1999 under Item 5 thereto reporting that the
Company completed an offering of 1,478,118 shares of its
common stock, par value $.01 per share, Series 1 Warrants
to purchase a total of 739,059 shares of common stock and
Series 2 Warrants to purchase 739,059 shares of common
stock.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTREMED, INC.
(Registrant)
Date: November 12, 1999 /s/ John W. Holaday, Ph.D.
-------------------------------
John W. Holaday, Ph.D.
President and Chief Executive Officer
Date: November 12, 1999 /s/ R. Nelson Campbell
-------------------------------
R. Nelson Campbell
Chief Financial Officer
12
<PAGE> 1
EXHIBIT 10.34
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
EntreMed-Covance Agreement
BIOPROCESSING SERVICES AGREEMENT
This manufacturing services agreement dated this 7th day of July 1999 (the
"Agreement") between EntreMed, Inc. a Delaware corporation ("Sponsor") having
its principal place of business at 9640 Medical Center Drive, Rockville, MD
20850 and Covance Biotechnology Services Inc., a Delaware Corporation ("CBSI"),
having its principal place of business at 6051 George Watts Hill Drive, P. O.
Box 13865, Research Triangle Park, NC 27709-3865.
WITNESSETH
WHEREAS, CBSI provides a full range of bioprocessing services to the
biopharmaceutical industry, including process development, fermentation, cell
culture, separation/purification, bioanalytical chemistry, quality control,
quality assurance, and regulatory affairs.
WHEREAS, sponsor desires CBSI to perform services in accordance with the terms
of this Agreement and the Scope of Work (as hereinafter defined) related to the
production of the material known as Angiostatin(TM) (the "Product") and CBSI
desires to perform such services.
NOW, THEREFORE, in consideration of the above statements and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1.
SCOPE OF WORK
a) A detailed Scope of Work document ("Scope") to be provided by Sponsor or
prepared by CBSI under Sponsor's direction and approved by Sponsor will be
attached to this agreement as Appendix 1. CBSI will perform the service or
services ("Program") for Sponsor in accordance with the Scope. The Scope
will specify the program design, information desired, estimated duration
of the Program, and all other matters pertinent to completion of the
Program, and will be deemed a part of this Agreement and is incorporated
herein by reference.
b) CBSI will, at Sponsor's request, consult with Sponsor in developing the
Program design in a manner consistent with current regulatory guidelines.
However, CBSI does not warrant that the Product will be safe or
efficacious or that the CMC section prepared as result of performing the
Program will satisfy all the requirements of any regulatory agencies at
the time of submission.
c) CBSI's performance of the work will be based on technical information
provided by or for the Sponsor. This information will be translated into
development and/or manufacturing documents (development plans, batch
records, specifications, etc.) which will be reviewed and approved by the
Sponsor. These documents will form the basis upon which the work will be
performed.
07/07/99 Page 1 of 11
<PAGE> 2
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
EntreMed-Covance Agreement
Section 2.
PROGRAM PERFORMANCE
CBSI shall use commercially reasonable efforts to provide facilities, supplies,
and staff necessary to complete the Program as provided in the Scope, as it may
be modified as provided herein, and in accordance with the terms of this
Agreement. In the event of any conflict between the Scope/Program and this
Agreement, the terms of this Agreement shall control.
CBSI will appoint a CBSI representative (the "Program Manager") to be
responsible for the completion of the Program by CBSI. The Program Manager will
coordinate performance of the Program with a representative designated by
Sponsor (the "Sponsor Representative"), which representative shall have
responsibility over all matters relating to performance of the Program on behalf
of Sponsor. Unless otherwise agreed in the Scope, all communications between
CBSI and the Sponsor regarding the conduct of the Program pursuant to the Scope
shall be addressed to or routed through the Program Manager and Sponsor
Representative, directly. CBSI may, at its option, substitute the Program
Manager during the course of the program.
Section 3.
PROGRAM MATERIALS
a) Sponsor will provide CBSI with sufficient amounts of raw materials or
other substances with which to perform the Program as specified in the
Scope, (the "Materials"), as well as all documentation and such other data
as may be available to apprise CBSI of the stability of the Materials,
process characteristics, proper storage, manufacturing and safety
requirements. Sponsor will also provide CBSI with all necessary
information to effect the reliable transfer of the process from the
Sponsor to CBSI.
b) Upon completion of the Program, any remaining samples of the Materials or
other substances provided to CBSI will be returned to Sponsor, at
Sponsor's option and/or retained by CBSI in compliance with regulatory
requirements.
Section 4.
COMPLIANCE WITH GOVERNMENT REGULATIONS
a) CBSI will perform the Program in accordance with the Scope, and the
current state of the Food and Drug Administration's current Good
Manufacturing Practices (cGMP's) when appropriate to do so. Subject to
paragraph b. of Section 4 below, CBSI will also comply in all material
respects with all applicable government regulatory requirements concerning
current Good Manufacturing Practices appropriate to the Program.
b) Should such government regulatory requirements be changed, CBSI will make
every reasonable effort to satisfy the new requirements. In the event that
compliance with such new regulatory requirements necessitates a change in
the Scope for the Program, CBSI
07/07/99 Page 2 of 11
<PAGE> 3
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
EntreMed-Covance Agreement
will submit to Sponsor a revised technical and cost proposal for Sponsor's
acceptance prior to making any changes in the Scope or the Program.
c) In the event of a conflict in government regulations, Sponsor will
designate, in writing, which regulations shall be followed by CBSI in its
performance of the Program.
Section 5.
FACILITY VISITS
Sponsor's representatives may visit CBSI's facility at appropriate times
consistent with the Program to observe the progress of the Program. CBSI will
assist Sponsor in scheduling such visits which will be in compliance with
requirement to protect confidentiality of other clients.
Section 6.
COMPENSATION
a) The estimated budget for the Program is as provided in the Scope (Appendix
1). Such budget is subject to adjustment if (1) Sponsor executes this
Agreement later than 30 days after the date CBSI has executed this
Agreement and (2) the Materials or other data or information required to
conduct the Program is supplied or provided more than 30 days after the
date CBSI has executed this Agreement.
b) Sponsor shall make payments as defined in the Payment Schedule included in
Appendix 1. A "..." fee equal to "..." will be added to "...". The "..."
fee will be waived on "...". "..." charges, such as for "...", will be
invoiced "...". Payments are due 30 days from the date of invoice. Late
payments are subject to an interest charge of "...". Any payments that are
greater than 90 days past due constitute a breach of this Agreement unless
there is a dispute relative to such payments which has not yet been
resolved pursuant to Section 14.
c) In the event that "...", "..." shall "..." for "..." at the rate of "...".
Section 7.
CHANGE ORDERS
a) The estimated budget for the Program specified in Section 6 of this
Agreement and the individual budget components and time estimates
specified in the Scope are subject to a number of general and program
specific assumptions. The program specific assumptions relate to
the Program design and objectives, manpower requirements, timing, capital
expenditure requirements, if any, and other matters relating to the
completion of the Program as set forth in the Scope (the "Program
Assumptions"). CBSI also assumes that the Sponsor will cooperate and
perform its obligations under the Agreement and Scope in a timely manner,
that no event outside the control of CBSI will occur, including, without
limitation, the events described in Section 17, and that there are no
material changes to any applicable laws, rules or regulations which effect
the Program (the foregoing assumptions together with the Program
Assumptions, collectively, the "Assumptions")
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In the event that any of the Assumptions require modification or the
Program objectives cannot be achieved based on the Assumptions (each
being, a "Modification") then the Scope may be amended as provided in
paragraph b) of this Section 7.
b) In the event a Modification is identified by the Sponsor or by CBSI, the
identifying party shall notify the other party as soon as is reasonably
possible. CBSI shall provide Sponsor with a Change Order containing an
estimate of the required Modifications to the Program budget and timeline
specified in the Scope within 20 business days of receiving such notice.
Sponsor shall use best efforts to respond in writing to such Change Order
promptly. If Sponsor does not approve such Change Order and has not
terminated the Program but wants the Program to be modified to take into
account the Modification, then Sponsor and CBSI shall use best efforts to
agree on a Change Order that is mutually acceptable. If practicable, CBSI
shall continue work on the Program during any such negotiations, but shall
not commence work with respect to the Change Order unless authorized in
writing.
Section 8.
CONFIDENTIAL INFORMATION/LEGAL PROCEEDINGS
a) CBSI will not disclose, without Sponsor's written permission, any
information pertaining to Sponsor's Program unless such disclosure: 1) is
to an affiliate of CBSI who is under a similar obligation to keep such
information confidential; 2) is or becomes publicly available through no
fault of CBSI; 3) is disclosed by a third party entitled to disclose it;
4) is already known to CBSI as shown by its prior written records; or 5)
is required by any law, rule, regulation, order decision, decree, subpoena
or other legal process to be disclosed. If such disclosure is requested by
legal process, CBSI will make all reasonable efforts to notify Sponsor of
this request promptly prior to any disclosure to permit Sponsor to oppose
such disclosure by appropriate legal action.
b) CBSI will not transfer any materials without Sponsor's written permission
to any third party unless such transfer is to an affiliate bound by the
terms herein and is consistent with the Program.
c) If CBSI shall be obliged to provide testimony or records regarding any
Sponsor Program in any legal or administrative proceeding, then Sponsor
shall reimburse CBSI its out-of-pocket costs therefore plus an hourly fee
for its employees or representatives equal to the internal fully burdened
costs to CBSI of such employee or representative.
Section 9.
WORK PRODUCT
a) All work outputs (e.g. reports) will be prepared on CBSI's standard format
unless otherwise specified in the Scope.
b) Sponsor will have title to all Materials, raw data, documentation,
records, protocols, specimens and other reports generated as a result of
this Program. All such written
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materials will be archived by CBSI for a period of five years following
completion of the Program unless otherwise defined by the Program or
required by applicable laws or regulations. Five years after completion of
the Program, all of the aforementioned materials will be sent to the
Sponsor and a reasonable return fee will be charged. The Sponsor may elect
to have the materials retained in the CBSI Archives for an additional
period of time at a reasonable additional cost. If the Sponsor chooses to
have CBSI dispose of the materials, a reasonable disposal fee will be
charged. CBSI will continue to retain such documentation and materials as
required by regulations and as may be required by law, pertaining to such
activities as well as for archival purposes.
Section 10.
INVENTIONS, PATENTS, AND RESULTS OF THE PROGRAM
Any product or product improvement inventions or discoveries, including new uses
for product and related patent rights which arise as a result of the work
performed by CBSI will be owned by and assigned to Sponsor and CBSI will
cooperate with Sponsor in perfecting Sponsor's interest in such intellectual
property. Any process or process improvement inventions or discoveries made
solely by CBSI which arise as a result of the work performed by CBSI and related
patent rights will be owned by CBSI. Any such process or process improvement
inventions or discoveries and related patent rights which are made jointly by
the parties shall be owned jointly by the parties. With respect to any invention
or discovery not owned by Sponsor as set forth above, CBSI hereby grants to
Sponsor an exclusive, royalty-free, paid up, perpetual, worldwide, sublicensable
license in the field of Anti-Angiogenesis under CBSI's sole and joint inventions
and related patent rights arising as a result of the work performed by CBSI
hereunder in order to make, have made, use, import, sell or offer to sell
Product.
Section 11.
INDEPENDENT CONTRACTOR
CBSI shall perform the Program as an independent contractor of Sponsor and shall
have complete and exclusive control over its facilities, equipment, employees
and agents. Nothing in this agreement or other arrangements for which it is made
shall constitute CBSI, or anyone furnished or used by CBSI in the performance of
the services, as employee, joint venture, partner, or servant of Sponsor.
Section 12.
INSURANCE
CBSI shall secure and maintain in full force and effect throughout the
performance of the Program policies of insurance for (a) Workmen's Compensation,
(b) General Liability, (c) Automobile Liability, and (d) Professional Liability
having policy limits, deductibles and other terms appropriate to the conduct of
CBSI's business in CBSI's sole and exclusive judgment. Certificates evidencing
such insurance will be made available for examination upon request of the
Sponsor.
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Section 13.
DEFAULT
a) If CBSI is in default of its material obligations under this Agreement,
then Sponsor shall promptly notify CBSI in writing of any such default.
CBSI shall have a period of 45 days from the date of receipt of such
notice within which to cure such default; provided that if such default
renders the Program invalid, then CBSI, shall, at Sponsor's option, either
(1) repeat the Program at its cost within a time period mutually agreed to
by it and Sponsor or (2) refund the contract price paid by Sponsor. If
CBSI shall fail to cure such default within the specified cure period or
repeat the Program, as the case may be, then this Agreement shall, at
Sponsor's option, immediately terminate. In the event of such termination,
Sponsor's sole remedy shall be, in the case where such default has not
rendered the Program invalid, a reduction in the total contract price for
the Program in an amount equal to the difference between (1) the total
contract price for the Program and (2) the value of the work properly
performed, and, in the case where such default does render the Program
invalid, a refund of the contract price; provided however that under no
circumstance shall CBSI be liable to Sponsor in an amount that, in
aggregate exceeds, the contract price paid for such Program. In the event
that any said default is directly attributable to the grossly negligent
acts or omissions of CBSI, the limitation of remedies set forth in this
section 13 (a) shall not apply.
b) If Sponsor is in default of its material obligations under this Agreement,
CBSI shall promptly notify Sponsor in writing of any such default. Sponsor
shall have a period of 45 days from the date of receipt of such notice
within which to cure such default; provided that if Sponsor fails to cure
such breach within the specified cure period, this Agreement shall, at
CBSI's option, immediately terminate.
c) Not withstanding anything herein to the contrary, UNDER NO CIRCUMSTANCES
SHALL EITHER PARTY BE ENTITLED TO INCIDENTAL, INDIRECT, CONSEQUENTIAL OR
SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY
OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT, THE SCOPE OR ANY
DOCUMENTS OR APPENDICES RELATED THERETO.
Section 14.
DISPUTE RESOLUTION
a) In the event any dispute shall arise between the Sponsor and CBSI with
respect to any of the terms and conditions of this Agreement or the
Protocol; then senior executives of the Sponsor and CBSI shall meet as
promptly as practicable after notice of such dispute to resolve in good
faith such dispute.
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b) If the Sponsor and CBSI are unable to satisfactorily resolve the dispute,
then such dispute shall be finally settled by an arbitrator in accordance
with this Section 14. The arbitration will be held in or around Raleigh,
North Carolina, and except as noted below, shall be conducted in
accordance with the rules of the American Arbitration Association by two
arbitrators appointed, one by each party. If the arbitrators appointed
cannot agree on the resolution of the dispute within sixty (60) days after
the dispute is submitted to them, they shall thereupon appoint a third
arbitrator, and if they fail to agree upon a third arbitrator within 30
days after a deadlock is declared by either arbitrator, a third arbitrator
will be appointed by the American Arbitration Association upon the request
of either arbitrator. The arbitrators shall have no authority to award
consequential, punitive or exemplary damages or to vary from or ignore the
terms of this Agreement and shall be bound by controlling law. Finally,
the parties may seek judicial intervention for emergency relief, such as
restraining orders and injunctions where appropriate.
Any decision by the third arbitrator and either one of the other
arbitrators shall be binding upon the parties and may be entered as final
judgment in any court having jurisdiction. The cost of any arbitration
proceeding shall be borne by the parties as the arbitrators shall
determine if the parties have not otherwise agreed. The arbitrators shall
render their final decision in writing to the parties.
Section 15.
INDEMNIFICATION
a) CBSI shall indemnify Sponsor and its affiliates and their respective
officers, directors and employees from any loss, cost, damage or expense
(a "Loss") from any lawsuit, action, claim, demand, assessment or
proceeding (a "Claim") for personal injury to Program participants or
personal injury to any employee of Sponsor or property damage arising or
occurring during the conduct of the Program as a result of (i) CBSI's
negligence, gross negligence or intentional misconduct or inaction, or
(ii) CBSI's violation, non-compliance or non-performance of any terms of
this Agreement; provided that if such Loss or Claim arises in whole or in
part from Sponsor's negligence, gross negligence or intentional misconduct
or inaction, then the amount of the Loss that CBSI shall indemnify Sponsor
for pursuant to this Section 15 shall be reduced by an amount in
proportion to the percentage of Sponsor's responsibilities for such Loss
determined by a court of competent jurisdiction in a final and
non-appealable decision or in a binding settlement between the parties.
b) Sponsor shall indemnify CBSI and its affiliates and their respective
officers, directors, employees and agents (the "CBSI Group") from any
Claim or Loss arising from or related to (i) personal injury to a
participant in the Program or personal injury to any employee of the CBSI
Group directly or indirectly caused by the raw material, Product,
intermediates or the Program, (ii) CBSI's performance of or involvement
with the raw material, the Product or its obligations under this Agreement
or the Scope related thereto,
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(iii) CBSI's performance of the Program violating or infringing on the
patents, trademarks, tradenames, servicemarks or copyrights of any third
party with respect to Product and the process to manufacture Product,
Product intermediates, or raw materials relating to Product, (iv) the
harmful or otherwise unsafe effect of the raw materials or Product,
including, without limitation, a Claim based upon Sponsor or any other
person's use, consumption, sale, distribution or marketing of any
substance, including the raw material or the Product, (v) the negligence,
gross negligence or intentional misconduct or inaction of Sponsor in the
performance of its obligations under this Agreement or Scope related to
the Program, or (vi) the Sponsor's violation, non-compliance or
non-performance of any of the terms of this Agreement; provided that if
such Loss or Claim (other than a Loss or Claim described in clause (iv)
hereof) arises in whole or in part from CBSI's negligence, gross
negligence or intentional misconduct or inaction, then the amount of such
Loss that Sponsor shall indemnify the CBSI Group for pursuant to this
Section 15 shall be reduced by an amount in proportion to the percentage
of CBSI's responsibilities for such Loss as determined by a court of
competent jurisdiction in a final and non-appealable decision or in a
binding settlement between the parties. Sponsor shall not indemnify the
CBSI Group from any Loss from any claim described in clause (iv) hereof
arising solely from the willful misconduct or inaction of CBSI.
c) Upon receipt of notice of any Claim which may give rise to a right of
indemnity from the other party hereto, the party seeking indemnification
(the "Indemnified Party") shall give written notice thereof to the other
party, (the "Indemnifying Party") with a Claim for indemnity. Such Claim
for indemnity shall indicate the nature of the Claim and the basis
therefore. Promptly after a claim is made for which the Indemnified Party
seeks indemnity, the Indemnified Party shall permit the Indemnifying
Party, at its option and expense, to assume the complete defense of such
Claim, provided that (i) the Indemnified Party will have the right to
participate in the defense of any such Claim at its own cost and expense,
(ii) the Indemnifying Party will conduct the defense of any such Claim
with due regard for the business interests and potential related
liabilities of the Indemnified Party and (iii) the Indemnifying Party
will, prior to making any settlement, consult with the Indemnified Party
as to the terms of such settlement. The Indemnified Party shall have the
right, at its election, to release and hold harmless the Indemnifying
Party from its obligations hereunder with respect to such Claim and assume
the complete defense of the same in return for payment by the Indemnifying
Party to the Indemnified Party of the amount of the Indemnifying Party's
settlement offer. The Indemnifying Party will not, in defense of any such
Claim, except with the consent of the Indemnified Party, consent to the
entry of any judgment or enter into any settlement which does not include,
as an unconditional term thereof, the giving by the claimant or plaintiff
to the Indemnified Party of a release from all liability in respect
thereof. After notice to the Indemnified Party of the Indemnifying Party's
election to assume the defense of such Claim, the Indemnifying Party shall
be liable to the Indemnified Party for such legal or other reasonable
expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof at the request of the Indemnifying Party. As to those
Claims with respect to which the Indemnifying Party does not elect to
assume control of the defense,
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the Indemnified Party will afford the Indemnifying Party an opportunity to
participate in such defense at the Indemnifying Party's own cost and
expense, and will not settle or otherwise dispose of any of the same
without the consent of the Indemnifying Party.
Section 16.
REPRESENTATION
Sponsor hereby represents and warrants to CBSI that it has legal title and/or a
valid license to the raw material, expression systems and process patents and
the Product and that, to the best of its knowledge, CBSI's performance of the
Program will not violate or infringe on the patents, trademarks, tradenames,
servicemarks or copyrights of any third party.
Section 17.
FORCE MAJEURE
Either party shall be excused from performing its respective obligations under
this Agreement if its performance is delayed or prevented by any event beyond
such party's reasonable control, including, but not limited to, acts of God,
fire, explosion, weather, disease, war, insurrection, civil strife, riots,
government action, or power failure, provided that such performance shall be
excused only to the extent of and during such disability. Any time specified for
completion of performance in the Scope falling due during or subsequent to the
occurrence of any or such events shall be automatically extended for a period of
time to recover from such disability. CBSI will promptly notify Sponsor if, by
reason of any of the events referred to herein, CBSI is unable to meet any such
time for performance specified in the Scope. If any part of the Program is
invalid as a result of such disability, CBSI will, upon written request from
Sponsor, but at Sponsor's sole cost and expense, repeat that part of the Program
affected by the disability. If CBSI is likely to be unable to perform for a
period in excess of 60 days then the parties agree to negotiate in good faith a
mutually satisfactory approach to resolve the delay resulting from this
paragraph. If the parties cannot reach a mutually satisfactory approach within
60 days, then Sponsor shall be entitled to terminate this Agreement without
payment of liquidated damages (Section 20).
Section 18.
ALLOCATION OF RESOURCES
If delays in the agreed commencement or performance of the Program occur because
of the Sponsor's inability to supply CBSI with agreed Materials or any
information required to begin or perform the Program within 30 days of such
agreed time, CBSI may reallocate resources being held for performance of the
Program without incurring liability to Sponsor.
Section 19.
USE OF NAMES
Neither party shall use the name of the other party or the names of the
employees of the other party in any advertising or sales promotional material or
in any publication without prior
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written permission of such party, except Sponsor may, as required by law or
regulatory requirements, disclose that CBSI has performed the Program.
Section 20.
TERMINATION BY SPONSOR
a) Sponsor may at any time terminate the Program prior to completion by
giving 45 days written notice to CBSI. In such event CBSI shall comply
with such notice to terminate work on the Program and use its best efforts
to reduce cost to Sponsor, and Sponsor shall pay CBSI upon receipt of
CBSI's invoice all of its costs incurred or irrevocably obligated.
c) The termination of this Agreement for any reason shall not relieve either
party of its obligation to the other for obligations in respect of (i)
confidentiality of information, (ii) consents for advertising purposes and
publications, (iii) indemnification and, (iv) compensation for services
performed.
Section 21.
ASSIGNMENT
This Agreement shall not be assigned in whole or in part by either party without
the prior written consent of the other, which consent shall not be unreasonably
withheld or delayed except Sponsor may assign without consent in the event of a
merger, acquisition, or transfer of all of its assets related to this Agreement.
Any attempt to assign this Agreement without such consent, where required, shall
be void and of no effect subject to the limitations on assignment herein. This
Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the parties hereto.
Section 22.
NOTICE
All notices to be given as required in the Agreement shall be in writing and
shall be delivered personally, sent by telecopies, or mailed either by a
reputable overnight carrier or first class mail, postage prepaid to the parties
at the addresses set forth above or such other addresses as the parties may
designate in writing. Such notice shall be effective on the date sent, if
delivered personally or sent by telecopier, the date after delivery if sent by
overnight carrier and on the date received if mailed first class.
Section 23.
CHOICE OF LAW
This Agreement shall be construed and enforced in accordance with the laws of
the State of Delaware without regard to choice of law principles.
Section 24.
WAIVER/SEVERABILITY
No waiver of any provision of this Agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to be or be construed as a further
or continuing waiver of
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any such provision, or of any other provision or condition of this Agreement. If
any provisions hereof shall be determined to be invalid or unenforceable, the
validity and effect of the other provisions of this Agreement shall not be
effected thereby.
Section 25.
ENTIRE AGREEMENT; MODIFICATION/COUNTERPARTS
This instrument, the Confidential Disclosure Agreement with an effective date of
31 March 1998, and the Scope set forth the entire Agreement between the parties
hereto with respect to the performance of the Program by CBSI for Sponsor and as
such, supersedes all prior and contemporaneous negotiations, agreements,
representations, understandings, and commitments with respect thereto and shall
take precedence over all terms, conditions and provisions on any purchase order
form or form of order acknowledgment or other document purporting to address the
same subject matter. This Agreement shall not be waived, released, discharged,
changed or modified in any manner except by an instrument signed by the duly
authorized officers of each of the partied hereto, which instrument shall make
specific reference to this Agreement and shall express the plan or intention to
modify same. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
This Agreement becomes effective and binding on both parties on and as of the
last date that the parties hereto have executed this Agreement. Should terms
contained herein be at variance with the terms and conditions specified in
Sponsor's written acceptance, then the terms and conditions contained herein
take precedence.
<TABLE>
<S> <C>
ENTREMED, INC. COVANCE BIOTECHNOLOGY SERVICES INC.
By: /s/ JOHN W. HOLADAY By: /s/ JOHN R. BROWN
----------------------- ----------------------------------
Name: John W. Holaday Name: John R. Brown
----------------------- ----------------------------------
Title: Chairman & CEO Title: President & CEO
----------------------- ----------------------------------
Date: July 7, 1999 Date: July 7th, 1999
----------------------- ----------------------------------
</TABLE>
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APPENDIX 1
SCOPE OF WORK FOR
PRODUCTION OF
ANIMAL TOXICOLOGY
AND cGMP
ANGIOSTATIN
PREPARED FOR: ENTREMED, INC.
PREPARED BY: COVANCE BIOTECHNOLOGY SERVICES INC.
DATED: JULY 7, 1999
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APPENDIX 1
<TABLE>
<S> <C>
TABLE OF CONTENTS
THE ANGIOSTATIN PROJECT AND OBJECTIVES 4
Understanding of the Angiostatin Project 4
Objectives of the Angiostatin Program 4
PROGRAM ASSUMPTIONS 7
ANGIOSTATIN DEVELOPMENT ACTIVITIES 8
Plan of Action 8
Financial Summary 11
ANGIOSTATIN MANUFACTURING RELATED ACTIVITIES 12
Technology Transfer 12
Cell Banking and Testing 13
Pre-Production Activities 14
Large Scale "..." Demonstration Runs 15
Assay Qualification 16
cGMP Stability Studies 17
Regulatory Support Services 18
Project Management 19
Fill/Finish of Toxicology Material 19
Financial Summary for Fixed Price Components of Angiostatin
Manufacturing-Related Activities 21
</TABLE>
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APPENDIX 1
<TABLE>
<S> <C>
ANGIOSTATIN LARGE SCALE PRODUCTION OF "..." 22
Toxicology Material Manufacturing 22
Clinical Trial Material Manufacturing 24
Quality Function 25
Financial Summary for Angiostatin Manufacturing 26
ESTIMATED PAYMENT SCHEDULE 28
ACCEPTANCE SIGNATURE 28
</TABLE>
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APPENDIX 1
THE ANGIOSTATIN PROJECT AND OBJECTIVES
UNDERSTANDING OF THE ANGIOSTATIN PROJECT
- The product is Angiostatin, a protein consisting of
"..."
- molecule is expressed in "..."
- production clone has been selected (Clone # "...")
- cell lines have been received at CBSI and have been
released for evaluation
- fermentation process is not established at the "..."
scale
- recovery process is not established at the "..." scale
- purification process is not established at the "..."
scale
- analytical methods are not established at CBSI
- stability data is not available
- product specifications are not established
- productivity is not established
- "..." of Angiostatin are required for use in toxicology
studies
- toxicology material will be vialed at CBSI
- "..." of Angiostatin are required for use in clinical
trials
- IND for Phase I clinical trials is targeted to be filed
"..."
OBJECTIVES FOR THE ANGIOSTATIN PROGRAM
CBSI recognizes the following objectives for the Angiostatin
program and will make all reasonable efforts to meet the
EntreMed's timelines.
- Provide process development services for fermentation,
purification, formulation and analytical protein
chemistry (reference pages 8-11).
- Manufacture and vial "..." of Angiostatin for "..." by
"...".
- Manufacture and vial "..." of Angiostatin for "..." by
"...".
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APPENDIX 1
- Manufacture "..." of "..." Angiostatin for "..." by
"...".
- Manufacture "..." of "..." Angiostatin for "..." by
"...".
- Support EntreMed's regulatory strategy by preparing a
draft CMC section for a Phase I IND filing. EntreMed's
targeted date for IND filing for Phase I clinical trials
is "...".
Note: When manufacturing clinical material, CBSI will follow
current Good Manufacturing Practices. CBSI will manufacture
utilizing in process control tests to meet the specifications
for purity, identity and safety. CBSI does not warrant that
the material produced under cGMP will be biologically active.
-----------------------------------------------------------------
"...".
-----------------------------------------------------------------
For the Angiostatin program, CBSI will:
- Attempt to reproduce and scale up fermentation, recovery
and purification processes to manufacture Angiostatin
based on information from EntreMed. Perform development
work as necessary
- Transfer/Develop methodology and qualify assays for
in-process control (IPC), for release testing of
Angiostatin and for use in support of stability testing
- Prepare "..."
- Perform runs at the "..."(1) scale to determine
reproducibility, stability and robustness of the
developed fermentation, recovery and purification
processes
- Perform runs at the "..."(2) scale to test scalability
of the process
- Perform pre-production activities in preparation for
cGMP manufacturing including procurement, testing and
release of raw materials, preparation of cGMP
documentation, and equipment and facility set-up
- Perform "..."at the "..."(3) scale and perform
subsequent recovery and purification to demonstrate
feasibility of the process at large scale
- Perform toxicology lot production at the "..." scale and
subsequent purification to produce a total of "..." of
Angiostatin (number of runs to be determined)
- -----------------------------------
(1) "..." working volume
(2) "..." working volume
(3) "..." working volume
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APPENDIX 1
- Perform sufficient number of clinical runs at the "..."
scale and perform subsequent recovery and purification
to obtain "..." of cGMP Angiostatin
- Perform fill/finish activities for toxicology material
- Perform Quality Control testing and Quality Assurance
activities in support of release of bulk-filled Phase I
Angiostatin
- Provide manufacturing and QC/QA reports in support of
the CMC section of the Phase I IND filing for
Angiostatin targeted for "...".
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APPENDIX 1
PROGRAM ASSUMPTIONS
Program assumptions are listed to provide a framework by which the Program may
proceed. If these assumptions prove to be incorrect, then alternative approaches
will need to be considered to achieve the stated deliverables.
1. The Angiostatin process will require "..." for fermentation and "..." for
recovery and purification (per "..." process).
2. All technology transfer performs as represented by EntreMed.
3. For Angiostatin, "..." will be sufficient to ensure process operation and
reproducibility.
4. Price and timelines assume "...".
5. At large-scale, "...". Starting on "...".
6. Angiostatin delivery dates are of critical importance to EntreMed. The
program will be managed to maximize the likelihood of achieving
Angiostatin delivery on or before the required dates. Process development
activities will continue "..." to support large-scale manufacturing and to
optimize/improve the manufacturing process prior to transfer of the
process to manufacturing. Continuing process development will be in
parallel with manufacturing; any improvements in the manufacturing process
that are discovered by this parallel development work will be incorporated
into the manufacturing process when practicable within the constraints of
a cGMP environment.
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APPENDIX 1
ANGIOSTATIN DEVELOPMENT ACTIVITIES
PLAN OF ACTION
The objective of this activity is to develop a scaleable and cGMP
compatible process that yields Angiostatin of appropriate quality
for toxicology studies and clinical trials.
- Attempt to reproduce and scale up a fermentation process for
Angiostatin with reference to the existing CBSI process for
Endostatin. Perform additional development work as necessary.
- Attempt to reproduce and scale up a recovery process for
Angiostatin with reference to the existing CBSI process for
Endostatin. Perform additional development work as necessary.
- Attempt to reproduce and scale up a purification process for
Angiostatin with reference to the existing CBSI process for
Endostatin. Perform additional development work as necessary.
- Transfer/Develop methods to assess identity, purity,
concentration and product-related contaminants.
CBSI will conduct appropriate Process Development efforts to specify
both fermentation and purification yields and control production of
the various species of Angiostatin.
These process development efforts include some or all activities
described on the following pages.
8 of 27
<PAGE> 20
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FERMENTATION PD ACTIVITY ESTIMATED ESTIMATED ESTIMATED
NO. OF NO. OF FTE-WEEKS
PERSONS WEEKS
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
"..." "..." "..." "..."
- -------------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- -------------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL FTE-WEEKS NEEDED "..."
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9 of 27
<PAGE> 21
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PURIFICATION PD ACTIVITY ESTIMATED ESTIMATED ESTIMATED
NO. OF NO. OF TOTAL
PERSONS WEEKS FTE-WEEKS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
TOTAL FTE-WEEKS NEEDED "..."
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
ANALYTICAL PD ACTIVITY ESTIMATED ESTIMATED ESTIMATED
NO. OF NO. OF TOTAL
PERSONS WEEKS FTE-WEEKS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
TOTAL FTE-WEEKS NEEDED "..."
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
FORMULATION PD ACTIVITY ESTIMATED ESTIMATED ESTIMATED
NO. OF NO. OF TOTAL
PERSONS WEEKS FTE-WEEKS
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------
TOTAL FTE-WEEKS NEEDED "..."
- --------------------------------------------------------------------------------------------------------------
</TABLE>
FINANCIAL SUMMARY
- "..."
10 of 27
<PAGE> 22
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
ANGIOSTATIN MANUFACTURING RELATED ACTIVITIES
TECHNOLOGY TRANSFER
The objective of this activity is to transfer from EntreMed to CBSI
existing methodology and process information to obtain a complete
understanding of the process as it currently exists.
TECHNOLOGY TRANSFER includes the following activities:
- EntreMed will transfer existing methods and technical
information from the "..." and "..." regarding the
fermentation and purification processes and analytical
techniques for quantifying Angiostatin
- CBSI will verify raw materials and purchase long lead
time materials
- CBSI will verify equipment requirements and purchase
long lead time items, if any
- CBSI will identify any facility or equipment engineering
issues related to large-scale manufacture
- CBSI will outline the manufacturing plan that includes
identifying technical issues with the facility,
scheduling of the facility, and development of detailed
timelines for specific production activities, including
changeover
Price
"..."
11 of 27
<PAGE> 23
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
CELL BANKING AND TESTING
The objective of this activity is to generate and test a cGMP Master Cell Bank
(MCB) from a research cell bank and generate and test a Manufacturer's Working
Cell Bank (MWCB) from the MCB.
a) CBSI will receive vials of the "..." following confirmation of purity and
non-host contamination by "...". "..." must be "..." prior to receipt of
cells.
b) CBSI will develop specifications for all raw materials based on
information provided by EntreMed. CBSI will order and release raw
materials according to CBSI Standard Operating Procedures.
c) CBSI will generate batch records for the cell bank production activities.
EntreMed will review and approve all batch records prior to cell bank
production.
d) CBSI will produce a "..." vial MCB and a "..." vial MWCB from a MCB vial.
CBSI Quality Group will provide support for batch record review and
approval, raw material release and environmental monitoring.
e) CBSI will provide temporary storage for cell banks ("..." degreesC).
Within "..." of completion of cell banking activities, at least "..." of
the cell bank will be transferred for storage to a designated third party
approved by EntreMed.
f) CBSI will perform the following tests on samples from the MCB and MWCB.
CBSI and EntreMed will agree to suitable acceptance criteria for these
tests:
- "..." ("...")
- "..." ("...")
- "..." ("...")
g) CBSI will submit samples of the MCB and MWCB to "..." to perform the
following. CBSI and EntreMed will agree to suitable acceptance criteria
for these tests:
- "..." ("...")
- "..." ("...")
h) CBSI will provide EntreMed with copies of the completed and approved batch
records. CBSI will retain the originals in its archives.
i) "..." testing of the MCB and MWCB is not included in the scope of this
proposal.
j) EntreMed is responsible for ensuring that the cell line supplied is
suitable for the intended use.
Price
"..."
PRE-PRODUCTION ACTIVITIES
12 of 27
<PAGE> 24
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
The objective of this activity is for CBSI to perform the following
activities in preparation for cGMP manufacturing:
- Develop and finalize process flow diagrams
- Complete engineering for processes
- Prepare specifications
- Test and release all raw materials
- Procure and release all necessary supplies
- Complete and qualify any necessary equipment
modifications
- Prepare a detailed list of specifications, test methods,
SOPs, protocols and manufacturing procedures
- Develop manufacturing procedures for implementation into
the CBSI Batch Record/Manufacturing Execution System
- Set up to perform small scale runs, large scale
demonstration runs, toxicology runs and large scale cGMP
runs
Price
"..."(4)
"..."
- -----------------------------
(4) "..."
13 of 27
<PAGE> 25
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
LARGE SCALE "..." DEMONSTRATION RUNS
- "..." demonstration runs and subsequent purification
will be performed according to the procedures developed
including any change in methods determined to be useful
following "..." runs.
- Additional "..." demonstration runs may be needed if
unforeseen scale-up issues arise ("...").
- Records for this stage of the process will be maintained
using DRAFT cGMP documents (batch records and
formulation records).
- Analytical assays will be preformed to verify product
identity and quality on material from these
demonstration runs using appropriate assays.
- Specific goals for yield and purity will be mutually
agreed upon between EntreMed and CBSI based on early
development results, clinical needs and project
timelines.
The "..." scale activities will be performed in CBSI's large
scale manufacturing area. Each manufacturing run is expected
to require one week in the large-scale fermentation area and
one-week in the large scale purification area. Any material
produced during demonstration runs can be used for
formulation, stability and other non-clinical activities.
Price
"..."
IT IS ASSUMED THAT "..." DEMONSTRATION RUNS WILL BE SUFFICIENT TO
ENSURE PROCESS OPERATION AND REPRODUCIBILITY.
MILESTONE: AFTER COMPLETION OF DEMONSTRATION RUNS, CBSI AND ENTREMED
WILL DETERMINE THAT USEABLE ANGIOSTATIN CAN BE PRODUCED AT LARGE
SCALE BASED ON THE REVIEW OF DATA.
IF THE MILESTONE IS NOT ACHIEVED AFTER "..." DEMONSTRATION RUNS, THE
PARTIES AGREE TO MODIFY THE SCOPE TO ACCOMMODATE ADDITIONAL
DEVELOPMENT WORK AND DEMONSTRATION RUNS TO ACHIEVE THE MILESTONE.
THE COST FOR THE ADDITIONAL DEMONSTRATION RUNS IS "...".
14 of 27
<PAGE> 26
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
ASSAY QUALIFICATION
The objective of this activity is to perform qualification of assays
to assess the performance capability of the assays used in support
of cGMP manufacturing and stability studies.
EntreMed and CBSI will jointly determine the specific assays to be
used for in-process control and Angiostatin release testing. The
types of assays listed below will assess the identity, purity,
strength and homogeneity of Angiostatin. The specific testing
regimen will depend on the inherent properties of Angiostatin.
This table lists the assays that may be employed for
characterization, in-process control and release testing of
Angiostatin.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
METHOD COST FOR QUALIFICATION
- -----------------------------------------------------------------------------------------
<S> <C>
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
"..." "..."
- -----------------------------------------------------------------------------------------
</TABLE>
Price
"..."
"..."
15 of 27
<PAGE> 27
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
cGMP STABILITY STUDIES
The objective of this activity is to perform studies on clinical
material produced in cGMP runs. Activities include:
- Evaluate final product configuration for stability in real
time conditions at anticipated storage temperatures
- Perform studies that at least cover the duration of the
clinical trial
The following table/schedule illustrates a clinical trial lasting
"..." with expected storage at "...":
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
T=0 T=1m T=2m T=3m T=6m T=9m
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
"..." degrees C "..." "..." "..." "..." "..." "..."
- -------------------------------------------------------------------------------------------------------
"..." degrees C "..." "..." "..." "..." "..." "..."
- -------------------------------------------------------------------------------------------------------
</TABLE>
CBSI will prepare a report describing the stability data for
Angiostatin.
The duration of cGMP stability studies depends on study design and
duration of clinical trial.
Price
"..."
"..."
16 of 27
<PAGE> 28
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
REGULATORY SUPPORT SERVICES
The objective of this activity is to support the regulatory aspects
of manufacturing Angiostatin at the CBSI facility.
The Regulatory support segment includes the following activities:
- Prepare site documents
- Prepare scale-up/development and other reports
- Write the CMC sections for Phase I IND filing
- Respond to any questions related to manufacturing raised
by regulatory authorities
- Host any inspections
Price
"..."
"...": "..."
"..."
17 of 27
<PAGE> 29
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
PROGRAM MANAGEMENT
CBSI takes a Program Team approach to managing all manufacturing
projects. The Program Team would consist of a CBSI Program Manager,
a representative from EntreMed and CBSI representatives from process
development, quality and manufacturing. The Program Team would meet
weekly via teleconference or in person.
The Executive Committee will meet on a monthly basis (or as
required) to review Program progress, review budgetary progress and
address any outstanding issues.
The Program Manager is responsible for coordination of all technical
aspects of the Program, including monitoring financial and temporal
progress of the Program and submitting periodic reports.
CBSI will provide a Program Manager for the duration of the project.
Price
"..."
FILL/FINISH OF TOXICOLOGY MATERIAL
The objective of this activity is to vial Angiostatin for toxicology
studies.
- The fill concentration for Angiostatin toxicology
material will be "..." in a formulation to be mutually
determined.
- CBSI will perform "..." vial fills in "..." vials ("..."
per vial).
Price
"..."
18 of 27
<PAGE> 30
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
QA RELEASE TESTING OF VIALED CLINICAL MATERIAL
The objective of this activity is to provide QC testing of vialed
Angiostatin for use in human clinical studies.
- Receive vialed Angiostatin from "...".
- Test vialed Angiostatin per Item Specifications to be
determined. Testing to be performed by CBSI QC staff.
- Provide certificate of analysis, released by QA, for
vialed Angiostatin.
Price
The price for this phase of the Program is "...".
"..."
SAMPLING OF LARGE SCALE DEMONSTRATION RUNS FOR DIAGNOSTIC PURPOSES
The objective of this activity is to allow diagnostic assessment of
the large scale production process for Angiostatin.
- Draw samples at appropriate process points during large
scale demonstration runs for diagnostic assessment of
Angiostatin activity
- Ship samples to EntreMed for diagnostic assessment
Price
The price for sampling and shipping samples is "...". "...".
19 of 27
<PAGE> 31
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
FINANCIAL SUMMARY FOR "..." COMPONENTS OF ANGIOSTATIN MANUFACTURING RELATED
ACTIVITIES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
ANGIOSTATIN MANUFACTURING RELATED
ACTIVITIES "..."
- ------------------------------------------------------------------------------------------------------------
<S> <C>
Technology Transfer "..."
- ------------------------------------------------------------------------------------------------------------
Cell Banking and Testing "..."
- ------------------------------------------------------------------------------------------------------------
Pre-Production Activities "..."
- ------------------------------------------------------------------------------------------------------------
Large Scale "..." Demonstration Runs "..."
- ------------------------------------------------------------------------------------------------------------
Assay Qualification "..."
- ------------------------------------------------------------------------------------------------------------
cGMP Stability Studies (for estimated "...") "..."
- ------------------------------------------------------------------------------------------------------------
Regulatory Support "..."
- ------------------------------------------------------------------------------------------------------------
Project Management "..."
- ------------------------------------------------------------------------------------------------------------
Fill/Finish of Toxicology Material (for estimated "...") "..."
- ------------------------------------------------------------------------------------------------------------
TOTAL "..."
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
"...".
- --------------------------------------------------------------------------------
20 of 27
<PAGE> 32
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
ANGIOSTATIN LARGE SCALE PRODUCTION OF "..."
MILESTONE: BEFORE INITIATING TOXICOLOGY MANUFACTURING, CBSI AND ENTREMED
WILL DETERMINE THAT USEABLE ANGIOSTATIN CAN BE PRODUCED AT LARGE SCALE
BASED ON THE REVIEW OF DATA FROM THE DEMONSTRATION RUNS.
TOXICOLOGY MATERIAL MANUFACTURING
The objective of this activity is to produce material for use in
toxicology studies and to perform demonstration runs on the
fermentation process.
The "..." MWCB will be used for manufacture of toxicology material.
Draft cGMP documentation as prepared during pre-production
activities will be used during production of toxicology material.
The Quality department will release raw materials used for the
manufacture of toxicology material.
CBSI will perform the appropriate number of "..." fermentation runs
in series with subsequent purification to produce approximately
"..." of Angiostatin for toxicology studies. CBSI will use its best
judgement to establish a manufacturing strategy in consultation with
EntreMed.
The Analytical Development Group will perform preliminary analysis
of samples using appropriate assays.
The Quality Assurance Group will not perform a formal review of
documentation.
Toxicology material will be released to EntreMed based on the
Quality Control (QC) criteria listed below:
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
CBSI will provide EntreMed with copies of the documentation used
during toxicology production. CBSI will retain the originals in its
archives.
21 of 27
<PAGE> 33
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
Estimated Price
See "FINANCIAL SUMMARY FOR ANGIOSTATIN MANUFACTURING" on pages 26-27
for details
Note: If EntreMed requests "...".
22 of 27
<PAGE> 34
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
CLINICAL TRIAL MATERIAL MANUFACTURING
The objective of this activity is to produce cGMP quality material
for use in Phase I clinical trials.
The "..." MWCB will be used for cGMP manufacture of clinical
material.
cGMP documentation as prepared during pre-production activities and
modified during demonstration runs will be adhered to and
manufacturing will be performed under Quality Assurance oversight as
described in the Quality Function section.
CBSI will perform the appropriate number of "..." fermentation runs
in series with subsequent purification to produce "..." of
Angiostatin for clinical trials. CBSI will use its best judgement to
establish a manufacturing strategy in consultation with EntreMed.
Release criteria for clinical material is to be developed and agreed
to before clinical trial material manufacturing.
Note: When manufacturing clinical material, CBSI will follow current
Good Manufacturing Practices. By testing this material against
analytical specifications, CBSI will demonstrate this material meets
specifications for purity and contamination levels. CBSI does not
warrant that the material produced under cGMP will be biologically
active. Clinical studies will be used to determine if the material
is efficacious.
Analytical methods to verify substance identity and quality will be
performed by the QC department.
CBSI will provide EntreMed with copies of the completed and approved
batch records. All records will be in pre-approved cGMP documents
subject to full QA review. CBSI will retain the originals in its
archives.
Estimated Price
See "FINANCIAL SUMMARY FOR ANGIOSTATIN MANUFACTURING" on pages 26-27
for details
Note: If EntreMed requests "...".
23 of 27
<PAGE> 35
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
QUALITY FUNCTION
The objective of this activity is to provide Quality Control and
Quality Assurance support for cGMP manufacturing activities.
Activities include:
- Provide support to ensure cGMP compliance of clinical material
production.
- Issue and maintain controlled documents such as item
specifications and batch records.
- Prepare certificates of analysis.
- Perform IPC and Product testing according to approved test
methods and specifications.
- Characterize reference standard
- Compare Angiostatin to reference standard.
- Review and approve completed production and environmental
control records.
- Select, qualify and/or audit vendors, if necessary
IPC and Product release tests may include the following methods:
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
- "..."
Estimated Labor
"...".
Estimated Price
See "FINANCIAL SUMMARY FOR ANGIOSTATIN MANUFACTURING" on pages 26-27
for details.
24 of 27
<PAGE> 36
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
FINANCIAL SUMMARY FOR ANGIOSTATIN MANUFACTURING
Table 1
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Assumptions Price per run
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. If the process requires: "..."
- "..." for fermentation
- "..." for recovery and purification
- ----------------------------------------------------------------------------------------------------------------------------
2. If the process requires: "..."
- "..." for fermentation
- MORE THAN "..." AND LESS THAN OR EQUAL TO "..." for recovery and purification
- ----------------------------------------------------------------------------------------------------------------------------
3. If the process requires: "..."
- LESS THAN "..." for fermentation and/or
- LESS THAN "..." for recovery and purification
- ----------------------------------------------------------------------------------------------------------------------------
4. If the process requires processing times greater than those indicated in 2. (above), then
Parties agree that the process is economically unviable and agree to discuss how best to proceed.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
25 of 27
<PAGE> 37
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
The price for this section will be based on "...". "...".
Table 2
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
"..." "..." "..." "..."
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: If EntreMed requests "...".
"...".
- --------------------------------------------------------------------------------
"...".
- --------------------------------------------------------------------------------
26 of 27
<PAGE> 38
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
APPENDIX 1
ESTIMATED PAYMENT SCHEDULE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY PAYMENT SCHEDULE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Angiostatin Process Development Activities "..."
- ----------------------------------------------------------------------------------------------------------------------
"..." Components of Angiostatin Manufacturing-Related Activites "..."
- ----------------------------------------------------------------------------------------------------------------------
Angiostatin Manufacturing "..."
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
ACCEPTANCE SIGNATURE
Signature below indicates acceptance of this scope of work.
COVANCE BIOTECHNOLOGY SERVICES INC. ENTREMED, INC.
By: /s/ JOHN R. BROWN By: /s/ JOHN W. HOLADAY
------------------- --------------------
Date: July 7, 1999 Date: July 7, 1999
---------------------- --------------------
27 of 27
<PAGE> 1
EXHIBIT 10.35
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
COVANCE BIOTECHNOLOGY SERVICES
3000 WESTON PARKWAY
CARY, NC 27513-2300
TEL: (919) 388-5700
FAX: (919) 678-0366
C O V A N C E
THE DEVELOPMENT SERVICES COMPANY
August 30, 1999
John W. Holaday, Ph.D., FCCM
Chairman & Chief Executive
EntreMed, Inc.
9640 Medical Center Drive, Suite 200
Rockville, MD 20850
LETTER OF INTENT
This letter constitutes formal notification of EntreMed, Inc.'s (EntreMed)
intent to retain Covance Biotechnology Services, Inc. (Covance) to perform
manufacturing services for clinical production of approximately "..." of
EntreMed's Endostatin(TM) beginning in "...".
"...". Upon signing this letter, Covance and EntreMed are committing to
Endostatin production in "..." and EntreMed commits to pay for the
Endostatin(TM) produced.
The Endostatin(TM) production anticipated to begin in "..." will be performed
under an Amendment or Change Order to the current Agreement (Bioprocessing
Services Agreement dated October 16, 1998). Such Amendment or Change Order will
incorporate the following terms:
- - EntreMed agrees to purchase "..." of Endostatin(TM) for "...".
- - The price "..." for the Endostatin(TM) produced in this campaign will be
"...". The first "..." of this campaign are "...". "...". "...".
- - The Endostatin(TM) production will begin as soon as possible following the
completion of the on-going process development work to improve the
fermentation and purification processes for Endostatin(TM) (Change Order
"..." and Change Order "..." to the existing Agreement). EntreMed has also
requested that Covance manufacture Angiostatin(R) up to the time the
Endostatin(TM) campaign needs to begin and any additional amounts of
Angiostatin(R) produced beyond the contracted "..." will be "...". The
current earliest date for completion of the process development work and
its incorporation into the "..." process is "...".
<PAGE> 2
[ "..." indicates material has been omitted pursuant to a
Confidential Treatment Request, which the Company has filed separately
with the Securities and Exchange Commission]
C O V A N C E
THE DEVELOPMENT SERVICES COMPANY
- - The manufacturing process employed in this "..." campaign will include, to
the extent possible, the process improvements identified by the on-going
process development work.
- - Covance will ship bulk Endostatin(TM) to "..." for vialing. Vialing of the
first "...". Vialing of the subsequent "...".
- - Covance will use its best efforts to release "..." of vialed
Endostatin(TM) for "..." by "..." using the above schedule.
EntreMed and Covance recognize that this Letter of Intent is necessary to allow
for immediate prioritization of activities at Covance to switch from "..." to
Endostatin(TM), and to allow Covance to "...".
Upon signature of the necessary Change Orders or Amendments to the current
Bioprocessing Services Agreements for Endostatin(TM) (dated October 16, 1998)
and Angiostatin(R) (dated July 7, 1999) as anticipated under this
Letter-of-Intent, Covance agrees to provide Endostatin(TM) batches "..." and
"..." to EntreMed "...".
Signatures below indicate acceptance of the above mentioned terms.
/s/ V. BRYAN LAWLIS /s/ JOHN W. HOLADAY
- ---------------------------- ----------------------------------
V. Bryan Lawlis, Ph.D. John W. Holaday, Ph.D., FCCM
Chairman Chairman & Chief Executive Officer
Covance Biotechnology Services Inc. EntreMed, Inc.
Date: 9/1/99 Date: 8/31/99
----------------- ----------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 39,898,939
<SECURITIES> 0
<RECEIVABLES> 549,042
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 40,760,058
<PP&E> 6,067,034
<DEPRECIATION> 2,095,311
<TOTAL-ASSETS> 45,637,514
<CURRENT-LIABILITIES> 5,283,261
<BONDS> 0
0
0
<COMMON> 147,059
<OTHER-SE> 40,334,163
<TOTAL-LIABILITY-AND-EQUITY> 45,637,514
<SALES> 0
<TOTAL-REVENUES> 4,559,387
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 27,808,826
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,052,862)
<INCOME-TAX> 0
<INCOME-CONTINUING> (22,052,862)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,052,862)
<EPS-BASIC> (1.63)
<EPS-DILUTED> (1.63)
</TABLE>
