THIS AGREEMENT is made by and between:
(1) AVECIA LIMITED , acting through its Avecia Biotechnology business, with offices at Hexagon Tower, Blackley,
Manchester, M9 8ZS, England (“ Avecia ”); and
(2) NUVELO, INC., a Delaware corporation with offices at 675 Almanor Avenue, Sunnyvale, CA 94085, USA (“ Nuvelo ”).
A Avecia has experience and knowledge with regard to process development, fermentation and manufacture of recombinant
B Nuvelo is carrying out research and development in relation to the Product (as defined below).
In anticipation of entering into a definitive agreement to carry out a range of activities in relation to the Product (as defined
in this Agreement), Avecia and Nuvelo entered into an Interim Agreement on 21 January 2005 (the “Interim Agreement” )
that set out the interim terms and conditions on which the following portions of the Project, consisting of (i) assessment
and planning, (ii) transfer of process and assays, (iii) purchase of certain capital equipment, (iv) replicate 15L fermentation
and purification runs and (v) GMP consultancy preparatory to GMP manufacture, would be carried out before execution of
the definitive agreement.
NOW IT IS HEREBY AGREED BY NUVELO AND AVECIA AS FOLLOWS:
D Nuvelo now wishes Avecia to carry out activities in relation to the API (as defined below), including validation work in
respect of the Process (as defined below).
1. Definitions :
Any corporation, association or other business entity which directly or indirectly controls, is controlled
by or is under common control with Avecia or Nuvelo and “ control ,” “ controls ” or “ controlled ”
shall mean the legal power to direct or cause the direction of the general management and policies of
such entity whether through the ownership of at least 50% of the voting securities or voting capital
stock of such business entity, or any other comparable controlling equity or controlling ow