Master Alliance Provisions Guide (MAPGuide)

Wellcome Trust – Alto Neuroscience, Bipolar Depression Therapeutic Convertible Loan Agreement

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2. LOAN TO BE ADVANCED BY WELLCOME

2.4 Milestones and subsequent tranches of the Facility

(a) On the achievement of any Milestone by the relevant Milestone Date, the Company shall promptly provide Wellcome with a report setting out how the Milestone was achieved (a “Milestone Report”) together with the Drawdown Documents if drawdown is required.

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2.6 End of Award reporting. The Company shall complete and submit an End of Award Report and Final Expenditure Report to Wellcome, within three (3) months following completion of the Project (or such other date as may be agreed by the Company and Wellcome). Wellcome will evaluate the End of Award Report and Final Expenditure Report and will notify the Company within twenty (20) Business Days of receipt whether these reports are acceptable to Wellcome, such approval not to be unreasonably withheld. If the End of Award Report or Final Expenditure Report is not acceptable to Wellcome, Wellcome shall notify the Company of its reasons at the same time, which may include that the reports (or either of them) are incomplete or insufficiently detailed.

7. AUDIT

7.1 Control of expenditure. The Company shall procure that the control of expenditure to be funded under this Agreement is governed by the normal standards and procedures of the Company and is covered by the formal audit arrangements that exist in the Company. All income and expenditure related to the Project must be accounted for under a separate cost centre, or otherwise in a manner that allows the Project related income and expenditure to be identified.

7.2 Company Auditors. Company shall permit the Company’s auditors to notify Wellcome if the audit of the Company’s annual accounts raises any matter that significantly affects, or is likely to materially adversely affect, the administration of the Loan made by Wellcome.

7.3 Wellcome audit rights. Wellcome shall have the right, at its discretion and expense, to audit by independent certified public accountant selected by Wellcome and acceptable to the Company (the “Auditor”), the expenditure of the Facility Amount, the quantity of Conversion Stock Wellcome has been allotted, and any amounts due to Wellcome under this Agreement upon reasonable prior written notice. To this end, the Company shall provide access (during normal business hours) to accounting and other financial records relating to this Agreement or to the administration of the Loan or the Project to the Auditor solely for such purpose. Such access shall include the right to inspect any equipment acquired using the Facility Amount. Where elements of expenditure under this Agreement have been subcontracted, the Company shall use commercially reasonable efforts to ensure that the right of access extends to the accounts and records of any such subcontractor. Such audits may not (i) be conducted for any calendar year ending more than thirty-six (36) months prior to the date of such request, (ii) be conducted more than once in any calendar year (except for cause) or (iii) be repeated for any calendar quarter (except for cause). All such accounts and records required for satisfaction of this clause shall be retained for a minimum of three (3) years from the end of the Project. Wellcome shall treat all financial information of the Company Which is subject to review under this Clause 7 as confidential. The Auditor shall enter into confidentiality terms acceptable to both Parties before any audit under this Clause 7.3 is conducted. The Auditor shall not disclose the Company’s Confidential Information to Wellcome, except to the extent such disclosure is necessary to verify the expenditure of the Facility Amount and any amounts due to Wellcome under this Agreement.

10. OBLIGATIONS OF THE COMPANY

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10.3 Company Information. The Company shall supply to Wellcome details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Company or any of its directors and any adverse opinion of the Auditors, in each case to the extent that such proceedings or adverse opinion materially impacts the Project or the Loan as soon as it becomes aware of them.

11. PROJECT REPORTING AND OVERSIGHT

11.1 Project records. The Company shall upon request make available to Wellcome copies of all records generated in connection with the Project, except for records that should remain blinded to Wellcome to ensure the integrity of any Clinical Trial. The Company shall ensure that data reported to Wellcome relevant to the progress of the Project are accurate and not misleading, in each case as of the time such data is reported to Wellcome.

11.2 CTSC. Within sixty (60) days following the receipt of the first tranche of the Loan, the Company shall establish a clinical trial steering committee (“CTSC”), which shall be independent of the project team, to operate for the duration of the Clinical Trial and continue operating until publication of the results of the Clinical Trial. The Company shall ensure that the CTSC is kept informed of all material developments and progress made concerning the Clinical Trial (except for any information that should remain blinded to the CTSC to ensure the integrity of the Clinical Trial, or information which is deemed by the Company in its sole discretion to be material nonpublic information). TheCompany shall procure that the CTSC shall have the right to:

(a) review the study protocol and investigator’s brochure relating Clinical Trial;

(b) review certain correspondence with regulatory authorities relating to the design or conduct of the Clinical Trial;

(c) monitor the conduct of the Clinical Trial and progress through periodic reports provided by the Company;

(d) approve the composition and charter of the DSMB and review all correspondence with the DSMB and minutes of meetings of the DSMB (excluding any information which should remain blinded to the CTSC to ensure integrity of the Clinical Trial);

(e) identify potential weaknesses in the Clinical Trial, which will be duly considered by the Company;

The Company shall ensure that the CTSC has no right or power to amend or vary the terms of thisAgreement or alter the fundamental scope or objectives of the Clinical Trial. For clarity, the Company Shall only be required to consider any recommendations made by the CTSC in good faith, and shall retain full authority and the right to make the final decision with regards to the Clinical Trial.

11.3 Project Inventions. The Company shall procure that the Principal Investigator monitors the Project For material that may be the subject of Project Inventions and shall promptly notify Wellcome of any such Project Inventions.

11.4 Wellcome observers. Wellcome may appoint up to two (2) representatives or nominees who shall have the right to attend meetings of the CTSC in person, by telephone or other electronic means as observers (each, an “Observer”). The Company shall ensure the Wellcome observers receive all notices and materials provided to members of the CTSC at the same time as the members of theCTSC. Wellcome observers shall have no right to participate in recommendations of the CTSC. Wellcome shall notify the Company of any proposed independent industry adviser(s) that Wellcome intends to appoint as its CTSC observer(s). The Company shall have ten (10) Business Days from notification by Wellcome to notify Wellcome of any concerns regarding the independence of the proposed independent industry adviser(s) which Wellcome shall consider in good faith. Wellcome shall procure that all independent industry advisers appointed as Wellcome CTSC observers are bound by written confidentiality obligations equivalent to those set out in Clause 20. Wellcome shall have the option to remove its CTSC observer(s) and to appoint any person to fill a vacancy(ies) arising from the removal or retirement of Wellcome’s CTSC observer(s). Wellcome shall give prior written notice to the Company of any proposed changes in the identity of Wellcome’s CTSC observer(s).

11.5 Safety Issues. The Company shall notify Wellcome as soon as reasonably practicable:

(a) on receipt of any information that raises any material concerns regarding the safety or efficacy of the Product in the Field;

(b) where any data arising from the Project discloses a serious adverse event;

(c) where a serious adverse event arising from the Project is suspected;

(d) on the occurrence of a serious adverse event, serious adverse reaction, or any other material safety signal from the performance of the Project; or

(e) of any recommendations from the DSMB to end the Clinical Trial; (together, the “Safety Issues”).

14. PROJECT IPRS: EXPLOITATION

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14.3 Monitoring of public healthcare benefit. In order to assist Wellcome in monitoring the public healthcare benefit derived from Wellcome funding, until the seventh (7 ) anniversary of the date of first commercial sale of a Product in the Field anywhere in the world, regardless of whether Wellcome has converted the Loan or been repaid, the Company shall provide annually to Wellcome at the end of its financial year (or where the Company is exploiting the Project IPRs and/or Products in the Field via third parties, procure that such third parties provide annually to Wellcome) a summary, together with supporting data, of the efforts being taken to provide equitable access to the Product in the Field. This summary shall include the number of Products in the Field (including doses if applicable) sold, supplied or made available for distribution globally and in each country.