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Message: Compounds and Autoimmune

Well, it is somewhat confusing but in the March 2016 Zenith MD&A there is a summary of how the IP/compounds are split between Resverlogix and RVX Therapeutics (now Zenith). When Zenith first spun out in 2013, there was a "license to RVX Therapeutics [now Zenith] under certain licensed patents and licensed know-how to develop, commercialize and sell licensed products in any field other than the ApoA-I Therapeutic Field (the prevention, treatment or mitigation of any disease via the administration of a pharmaceutical agent that results in a specified therapeutic elevation in the plasma levels of ApoA-I)." So the original compound library prior to Zenith spin-off was subsequently split between the two companies based on ApoA-I modulating criteria, and this involved a license extended to Zenith from Resverlogix.

Things have changed as you can read below. The most revealing sentence is towards the end...."On January 31, 2015, the Company agreed to terminate the License as it intended to pursue its own intellectual property and not the licensed intellectual property." So whatever overlap/sharing of compound libraries that may have previously existed seems to no longer be an issue because Zenith has their own IP and is no longer licensing compounds from Resverlogix. However, "Zenith continued to be restricted from developing any patents for any indication within the ApoA-I Therapeutic Field for a period of five years from the effective date of the License."

From yesterday's slides, we can see that Zenith has ~1500 compounds that are its own IP and not related to/restricted by Resverlogix other than the above restriction related to ApoA-I. This number is consistent with Masila's notes from the Zenith January 7, 2016 AGM when Don was describing the Zenith re-organization....something to the effect of "Resverlogix holds RVX-208 and about 2500 other compounds. Zenith Epigenetics Ltd will hold ZEN-3694 and 1500 other compounds." Zenith has ~1500 compounds. Resverlogix has ~2500 compounds. Each library is owned by each respective company and is not shared. There doesn't seem to be any active licensing of compounds between the two companies.

"On June 3, 2013, RVX Therapeutics Inc. (“RVX Therapeutics”) and Resverlogix entered into an Amended and Restated License Agreement (the “License”), effective January 31, 2013, which amended a License Agreement dated August 1, 2005. Pursuant to the License, Resverlogix granted an irrevocable, worldwide license to RVX Therapeutics under certain licensed patents and licensed know-how to develop, commercialize and sell licensed products in any field other than the ApoA-I Therapeutic Field (the prevention, treatment or mitigation of any disease via the administration of a pharmaceutical agent that results in a specified therapeutic elevation in the plasma levels of ApoA-I).

ZENITH EPIGENETICS

As ongoing consideration for the grant of the License, Resverlogix was entitled to receive a royalty of 1% to 5% of gross amounts received by RVX Therapeutics from the sale of any product in any field other than the ApoA-I Therapeutic Field which is encompassed within a patent licensed from Resverlogix.

Pursuant to the License, Resverlogix was entitled to license any method or pharmaceutical agent within the scope of certain licensee patents owned or controlled by RVX Therapeutics that are within the ApoA-I Therapeutic Field (as defined in the License).

On March 17, 2014, Resverlogix and RVX Therapeutics entered into a Waiver Agreement whereby Resverlogix agreed to waive its right under the License to license any method or pharmaceutical agent within the scope of certain licensee patents owned or controlled by RVX Therapeutics determined to come within the ApoA-I Therapeutic Field (as defined in the License Amendment), and RVX Therapeutics agreed not to develop any patents for any indication within the ApoA-I Therapeutic Field for a period of five years. RVX Therapeutics paid Resverlogix $2.5 million in cash and granted to Resverlogix a right of first refusal for a period of three years thereafter in respect of the license or sale of such patents and/or compounds that are determined to come within the ApoA-I Therapeutic Field.

Entering into the Waiver Agreement significantly enhanced our freedom to operate and was achieved at a fair cost. The $2.5 million we paid to Resverlogix was a negotiated amount agreed upon by the two parties as the fair value and, having received independent financial advice, we concluded that the Waiver Agreement was fair from a financial point of view.

On January 31, 2015, the Company agreed to terminate the License as it intended to pursue its own intellectual property and not the licensed intellectual property; Resverlogix agreed to pay the Company $1,050,000, the estimated fair value of the License, of which $1,000,000 was paid during the quarter. As a result, Zenith recognized a $1,050,000 gain. The termination of the License has not impacted the Company’s operational plans. Pursuant to the Waiver Agreement, Zenith continued to be restricted from developing any patents for any indication within the ApoA-I Therapeutic Field for a period of five years from the effective date of the License.

Wind-up

On May 1, 2014, the Company wound-up RVX Therapeutics, a wholly-owned subsidiary. RVX Therapeutics transferred all of its assets to the Company and the Company assumed all of RVX Therapeutics’s liabilities."

Regarding autoimmune, here is a relevant part from the same March 2016 MD&A. Sounds like auto-immune program is still quite active. Since Zenith/RVX Therapeutics terminated its license agreement with Resverlogix (as described above), I don't know of the fate of the recently published RVX-297 molecule. My guess is that RVX-297 remains in pre-clinical RVX/Zenith limbo since Zenith has terminated its rights to use it (from my understanding) and that Zenith has its own autoimmune IP to pursue.

"Autoimmune

There are 80 diseases that are believed to have an autoimmune component in which the immune system attacks the body’s own proteins or tissues. Such diseases include rheumatoid arthritis, multiple sclerosis, Crohn’s disease, psoriasis, Sjogren’s syndrome, lupus and chronic kidney disease. Despite progress with molecular targeted treatments, there continues to be a significant unmet medical need.

BET proteins are a family of proteins which play a critical role in the expression of inflammatory genes which are activated in response to pathogens. Expression of these inflammatory genes results in production of inflammatory mediators such as the cytokines IL-6, IL-17 and the chemokine MCP-1. While this is part of the host’s normal response to pathogens, an exaggerated, uncontrolled response can be detrimental to the host, and this represents the medical basis for many serious autoimmune diseases such as rheumatoid arthritis, multiple sclerosis, among others.

We have discovered several different lead compounds that achieve effective inhibition of BET bromodomains. These molecules are characterized by a favorable immunomodulatory profile, including in vitro and in vivo suppression of IL-6, IL-17, tumor necrosis factor (“TNF”) and MCP-1 production and robust efficacy in well-established in vivo animal models of rheumatoid arthritis and multiple sclerosis. We believe that these molecules, which demonstrate a new mechanism of action, will provide an attractive alternative to current therapeutics. We will continue to explore the use of Zenith’s proprietary molecules for autoimmune diseases."

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Jun 21, 2016 04:43PM
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Jun 21, 2016 05:23PM
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