Astex Therapeutics Ltd v Astrazeneca AB [2017] EWHC 1442 (Ch) (21 June 2017)

Astex Therapeutics Ltd v Astrazeneca AB [2017] EWHC 1442 (Ch) (21 June 2017)

CD1 is not a Collaboration Compound within the meaning of the Agreement, as it was not discovered or identified as a direct result of AFFIT Optimisation, Hit Optimisation or Lead Optimisation under the Program. CD2 is also not a Collaboration Compound for the same reasons. AstraZeneca is not entitled to recover the milestone payments made in respect of CD1, as the Agreement does not provide for such recovery and the payments were not made subject to a condition precedent that failed. The Agreement is capable of expiring in accordance with its terms.

Citation
[2017] EWHC 1442 (Ch)
Parties
Claimant: Astex Therapeutics Limited; Defendant: AstraZeneca AB
Jurisdiction
England and Wales
Judgment Date
21 June 2017
Procedural Posture
Commercial Contract Dispute (pharmaceutical Collaboration Agreement) / High Court (chancery Division) Trial Judgment
Outcome
Claim dismissed; counterclaim dismissed
Legal Topics
Interpretation of Collaboration Agreements, Milestone Payments, Definition of Collaboration Compound, Recovery of Payments, Expiry and Termination Clauses
Contract Law Intellectual Property Law Pharmaceutical Law Interpretation of Collaboration Agreements Milestone Payments Definition of Collaboration Compound Recovery of Payments Expiry and Termination Clauses

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Parties

Astex Therapeutics Limited

Claimant

AstraZeneca AB

Defendant

Procedural Posture

Commercial Contract Dispute (pharmaceutical Collaboration Agreement) / High Court (chancery Division) Trial Judgment

Legal Issues

  1. 1 Whether CD1 is a Collaboration Compound under the Agreement
  2. 2 Whether CD2 is a Collaboration Compound under the Agreement
  3. 3 If CD1 is not a Collaboration Compound, whether AstraZeneca is entitled to recover milestone payments made in respect of CD1

Ratio Decidendi

CD1 is not a Collaboration Compound within the meaning of the Agreement, as it was not discovered or identified as a direct result of AFFIT Optimisation, Hit Optimisation or Lead Optimisation under the Program. CD2 is also not a Collaboration Compound for the same reasons. AstraZeneca is not entitled to recover the milestone payments made in respect of CD1, as the Agreement does not provide for such recovery and the payments were not made subject to a condition precedent that failed. The Agreement is capable of expiring in accordance with its terms.

Court Disposition

Claim dismissed; counterclaim dismissed

Orders

  • Declaration that neither CD1 nor CD2 is a Collaboration Compound under the Agreement
  • No order for repayment of milestone payments by Astex to AstraZeneca