Immuno Research Inc. - s. 140(2)
Headnote
Issuer filed an application under the Mutual Reliance Review System for Exemptive Relief Applications (MRRS) requesting that portions of a material contract filed in connection with a prospectus be kept confidential. Issuer filed a separate application in Ontario for an exemption from the requirement to pay an activity fee of $5,500 in respect of the MRRS application. No activity fee would have been payable if the issuer had requested the confidential treatment during the prospectus review period. Issuers should request confidentiality of information contained in material contracts during the prospectus review period.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 140(2).
Applicable Ontario Rules
OSC Rule 13-502 -- Fees, sections 4.1 and 6.1; items F.1, F.2(e), and F.3 of Appendix C.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")
AND
IN THE MATTER OF
ONTARIO SECURITIES COMMISSION RULE 13-502
FEES (the "Fees Rule")
AND
IN THE MATTER OF
IMMUNO RESEARCH INC. (the "Filer")
DECISION
UPON the application (the "MRRS Application") under the Mutual Reliance Review System for Exemptive Relief Applications (the "MRRS") by the Filer to the local securities regulatory authority or regulator (the "Decision Makers") in each of the provinces of Alberta, British Columbia and Ontario ("Jurisdictions") for a decision under the securities legislation of the Jurisdictions (the "Legislation"), including subsection 140(2) of the Act, that certain portions of a particular material contract filed by the Filer in connection with a final long form prospectus dated April 27, 2005 (the "Final Prospectus") be held in confidence by the Decision Makers (the "Requested Confidential Treatment");
AND UPON a separate application (the "Ontario Fee Relief Application") by the Filer to the Director under the Act for a decision of the Director, pursuant to section 6.1 of the Fees Rule, that the Filer be exempt from the requirement in section 4.1 of the Fees Rule to pay an activity fee of $5,500 for the filing of the MRRS Application (the "Requested Ontario Fee Relief");
AND UPON considering the Ontario Fee Relief Application and the recommendation of the staff of the Commission;
AND UPON the Filer having represented to the Director that:
1. the Filer is a reporting issuer in each of the Jurisdictions, and is not in default of any of its obligations under the Legislation as a reporting issuer;
2. the Filer's head office is in British Columbia;
3. on April 27, 2005, the Filer filed the Final Prospectus with each of the Jurisdictions;
4. on April 28, 2005, a receipt for the Final Prospectus was issued;
5. under the Legislation, the Filer was required to file copies of all material contracts with the Final Prospectus on SEDAR and is required to make such contracts available for inspection during the distribution of the securities offered under the Final Prospectus.
6. in connection with the filing of the Final Prospectus, the Filer filed a Resin Supply Agreement (the "Resin Agreement") dated for reference April 27, 2005 between the Filer and its European supplier of adsorbent media with the Decision Makers as a material contract;
7. the Filer believes that disclosure of certain provisions of the Resin Agreement required to be filed would be prejudicial to the interests of the Filer (the "Confidential Information") and would violate confidentiality/non-disclosure provisions;
8. the Resin Agreement contains financial information, pricing information as well as certain intellectual property information and the Filer believes that maintaining the confidentiality of such information is important with respect to supplier relations and the Filer's ability to negotiate contracts with potential suppliers;
9. the Filer has provided the Decision Makers with a copy of the Resin Agreement with the Confidential Information (including the identity of the supplier and certain pricing and intellectual property information) marked so as to be unreadable (the "Redacted Agreement");
10. no activity fee under the Fees Rule would have been payable if the Filer had applied for the Requested Confidential Treatment and filed the Redacted Agreement in connection with the filing of the Final Prospectus and prior the issuance of a receipt for the Final Prospectus;
11. the Filer has paid the required activity fee of $1,500 under the Fees Rule for the Ontario Fee Relief Application and has submitted that no other fee should be payable given the particular circumstances;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS THE DECISION of the Director that the Requested Ontario Fee Relief is granted.