Our Intellectual Property

Access to the DRP™ (Drug Response Prediction) tool

 

MPI

MPI is a biotech and IT company specializing in Precision Medicine via the creation of biomarkers and diagnostic tools in the field of the prevention, diagnosis and treatment of cancer. MPI has developed and owns the tool “Drug Response Prediction” (DRPTM), which enables the possibility to identify early in the research and development work which patients will respond to a drug candidate. DRP™ has been developed for cancer drugs that have been interrupted in clinical development, for whatever reason. MPI is listed on the Nasdaq Stockholm First North exchange.

Drug Response Prediction (DRPTM)

Oncology Venture ApS has a license to use the tool DRP™ and can purchase an unlimited number of DRP analyzes. By using DRP™ it is possible to define a genetic fingerprint that distinguishes the forms of cancer that are sensitive to treatment from which are insensitive (i.e. those patients who are not likely to respond to treatment). This greatly improves the likelihood of a successful outcome with a new clinical trial, via selecting patients who are predicted to respond to treatment based on the genetic fingerprint of their cancer. DRP™ has proven its capability to provide a statistically significant prediction of clinical outcomes of drug treatment in cancer patients in 26 of the 32 clinical trials that were examined. Statisticians at the MD Anderson Cancer Center in Texas have independently validated DRP™ in three separate clinical trials (Journal of the National Cancer Institute, Wang et al., September 2013) and MPI has validated DRP™ through retrospective analysis of 32 clinical trials. DRP™ has proven its capability to provide a statistically significant prediction of clinical outcomes of drug treatment in cancer patients in 26 of the 32 clinical trials that were examined.

License agreement with MPI

Oncology Venture’s license agreement with MPI regarding DRP™ was renegotiated in December 2016. Oncology Venture ApS and MPI have entered into a supplemental agreement to the according to which MPI commits to not to grant any rights or license – for a period of three years – to a third party to use DRP™ for drug development without first obtaining Oncology Venture ApS’ consent. Oncology Venture ApS thus has an exclusive license, even to the extent of the license from MPI which was previously non-exclusive and Oncology Venture ApS can use these rights itself or in spin-offs in a Special Purpose Vehicle such as 2X Oncology or OV-SPV2. Oncology Venture can use DRP™ to develop, manufacture, register, market, distribute and sell the drug candidates. It should be noted for the avoidance of any misunderstanding, that MPI will retain the rights to develop the technology in “personalized medicine” for individual patients. In addition, the supplement does not affect the rights which MPI already granted to third parties. As consideration for the extending the exclusive license, MPI have received, without further special payment, subscription warrants in Oncology Venture Sweden AB.

The license with MPI ceases via that the presently existing agreement will expire in December 2019. When a candidate drug has been licensed to Oncology Venture, it belongs to Oncology Venture, and thus will not be affected in the event the agreement expires in December 2019. As an example, the same means that drug development and clinical trials are able to be initiated after December 2019, while at the same time the rights to the products in combination with the DRP™ still belong to Oncology Venture.

Remuneration to MPI

In exchange for the license, Oncology Venture will pay a royalty equivalent to ten (10) percent of the capital generated from the project to MPI. This includes upfront fees, milestone payments and royalty payments to Oncology Venture from third parties. The payment of 10% is calculated based on specific out-licensed project income, and does not include the capital that has been invested in Oncology Venture or in Oncology Venture’s project. Payment is not made until Oncology Venture out-licenses a drug candidate, after successful clinical trials, to a purchaser of the drug candidate. Normally at such occasion the out-licensing includes:
 Up-front payment  Contingent milestone payments   Royalty payments

MPI has the right to receive 10% of all revenues from the above that are continually received by Oncology Venture, as long as the Company receives such revenues.

Oncology Venture ApS has sub-licensed its rights to use DRP™ to 2X Oncology and OV-SPV2. In order to facilitate the acquisition of external financing of 2X Oncology on favorable terms, Oncology Venture ApS and MPI have entered into certain additional agreements to the companies’ licensing agreement under which MPI, instead of receiving 10% royalty on 2X Oncology’s revenues, will receive a 10% partial dilution-protected ownership interest in 2X Oncology. Partial dilution protection means that MPI will have the right to retain a 10% ownership interest in 2X Oncology until after the implementation of a seed investment by which 30 investors will invest a total of approximately USD 3.5 million for a stake in 2X Oncology of initially 8%.

In order to facilitate the acquisition of external financing of OV-SPV2 on favorable terms, Oncology Venture ApS and MPI have entered into certain additional agreements to the companies’ licensing agreement under which MPI, instead of receiving a 10% royalty on OV-SPV2’s revenues, will receive a 20% ownership in OV-SPV2 with its formation, while Oncology Venture ApS will own the remaining 80%. Oncology Venture ApS and MPI’s respective shareholding will then fall to 40% and 10% respectively, after the seed financing from Sass & Larsen ApS in the amount of USD 500,000 for a 50% stake in OV-SPV2.