Astex Therapeutics Ltd v Astrazeneca AB

Astex Therapeutics Ltd v Astrazeneca AB

CD1 and CD2 are not Collaboration Compounds under the Agreement because their discovery was not a direct result of chemical structure modification performed as part of the Program during the Collaboration Term. The Program ended with the Collaboration Term, and subsequent development activities fell outside the scope of the Agreement. AstraZeneca was entitled to restitution of milestone payments made under a mistake as to the contractual status of CD1.

Parties
Claimant: Astex Therapeutics Limited; Defendant: AstraZeneca AB
Jurisdiction
England and Wales
Judgment Date
21 June 2017
Procedural Posture
Commercial Contract Dispute / Final Judgment
Outcome
Claim dismissed; counterclaim allowed
Legal Topics
Pharmaceutical Collaboration Agreements, Interpretation of Contractual Terms, Restitution for Mistaken Payments, Expiry of Contract, Patent and Milestone Payments
Contract Law Intellectual Property Pharmaceutical Collaboration Agreements Interpretation of Contractual Terms Restitution for Mistaken Payments Expiry of Contract Patent and Milestone Payments

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Parties

Astex Therapeutics Limited

Claimant

AstraZeneca AB

Defendant

Procedural Posture

Commercial Contract Dispute / Final Judgment

Legal Issues

  1. 1 Whether CD1 and CD2 are Collaboration Compounds under the Agreement
  2. 2 Whether AstraZeneca is entitled to recover milestone payments made in respect of CD1
  3. 3 Whether the Agreement is capable of expiring

Ratio Decidendi

CD1 and CD2 are not Collaboration Compounds under the Agreement because their discovery was not a direct result of chemical structure modification performed as part of the Program during the Collaboration Term. The Program ended with the Collaboration Term, and subsequent development activities fell outside the scope of the Agreement. AstraZeneca was entitled to restitution of milestone payments made under a mistake as to the contractual status of CD1.

Court Disposition

Claim dismissed; counterclaim allowed

Orders

  • Declaration that CD1 and CD2 are not Collaboration Compounds under the Agreement
  • Astex to repay AstraZeneca two sums of $1 million each for Program Milestone 3 and Development Milestone 1