EXHIBIT 10.2
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ***. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
DRUG PFINDER(TM) AGREEMENT
AGREEMENT made this 15th day of March, 2001 between PFIZER INC, a Delaware
corporation, having a place of business at 235 East 42nd Street, New York, NY
10017 and its Affiliates, ("Pfizer") and NEOGENE TECHNOLOGIES, INC., having a
place of business at 157 Technology Drive, Irvine California 92618 and its
Affiliates ("NeoGene").
WHEREAS, as a result of his work at NeoGene, Dr. Olivier Civelli ("Principal
Investigator") has made certain findings as described in Exhibit A in ***, for
the treatment of *** diseases ("Findings") that may be useful to Pfizer in the
construction of an assay; and
WHEREAS, Pfizer will employ those Findings in the construction of an assay
useful in screening libraries of chemical compounds for pharmaceutical utility
and for other pharmaceutical research purposes; and
WHEREAS, Pfizer possesses a chemical compound library as well as facility in
medical chemistry and pharmaceutical development;
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the term defined in
this Section 1 shall have the meaning specified.
1.1 "Affiliate" shall mean any corporation, firm, partnership or other
entity which directly or indirectly controls, is controlled by, or is under
common control with either of the parties.
2. PRINCIPAL INVESTIGATOR'S RESPONSIBILITY. i) Principal Investigator
will deliver Findings to Pfizer within thirty (30) days of the date first set
forth above and ii) NeoGene hereby grants to Pfizer a *** license to make and
use Findings for all Pfizer research purposes other than sale or manufacture for
sale of products or processes for the term of this Agreement.
3. TERM. This Agreement shall begin on the date it is executed by
NeoGene and shall terminate on the latest of i) the date that Pfizer notifies
NeoGene that it has discontinued the research program based on the Findings, or
ii) three (3) years from the delivery of the Findings, if Pfizer fails to notify
NeoGene within that period that Pfizer has opened a Project Operating Plan
("POP"), the formal Pfizer document approving the funding and implementation of
a research program with respect to a pharmaceutical lead ("Lead") based on the
Findings, or iii) if Pfizer commences the research program
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
within the said three year period, the expiration of the last to expire of any
patents covering any Lead discovered by Pfizer based on the Findings.
4. PAYMENT UPON RECEIPT OF FINDINGS. Upon receipt of the Findings,
Pfizer will pay NeoGene the sum of one hundred thousand dollars ($100,000.00).
5. PFIZER'S AND NEOGENE'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
SCREENING.
(a) Pfizer will employ Findings to construct an assay useful in
screening its compound library for Leads and will conduct such screening and
employ the findings in other pharmaceutical research.
(b) If the screening results in the identification of one or ore active
compounds ("Hits") and after Pfizer has reviewed the Hits or Leads or both and
filed any patent applications which, in its sole unfettered discretion it deems
appropriate, Pfizer will promptly provide to NeoGene and Principal Investigator
the information set forth in Section 8 with respect to such Hits or Leads, as
the case may be. NeoGene and Principal Investigator shall be free, consistent
with the patent rights of Pfizer and others, to make whatever use of the
Information provided to Principal Investigator it wishes; provided, however,
that Pfizer makes to representation regarding the existence, effect of validity
of any patent rights with respect to the Information; and, further provided,
that this Agreement shall in no sense be construed to give NeoGene or Principal
Investigator a license to sell Hits, Leads or Information with respect to which
Pfizer owns patents or patent applications in any country. NeoGene and Pfizer
recognize the traditional freedom of all scientists to publish and present
promptly the results of their research. Therefore, NeoGene shall be free to
publish with respect to such Hits or Leads without review by Pfizer, unless
Pfizer first notifies NeoGene that any such Hit or Lead is the subject of a
confidentiality agreement between Pfizer and a third party. Pfizer shall have
the duty to notify NeoGene of the existence of any such confidentiality
agreement at the time it provides Information to the Principal Investigator.
(c) NeoGene acknowledges that Pfizer's compound library contains
compounds which, for one reason or another, are highly sensitive as a matter of
intellectual property, have obligations to third parties or have commercial
commitments. Therefore, anything in this Agreement to the contrary not
withstanding, Pfizer may, in its sole unfettered discretion and without further
explanation withhold Information with respect to Hits or Leads otherwise
required to be furnished to NeoGene and Principal Investigator.
6. ADDITIONAL PAYMENTS. Pfizer will pay NeoGene the US dollar sum set
forth in Column A below upon the occurrence of an event ("Event") with respect
to a Lead and will provide NeoGene
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notification of the date of occurrence and a description of the Event. Pfizer
will make such payments *** with respect to the occurrence of an Event affecting
the first Lead which is the subject of such Event.
EVENT A
----- -
Initiation of a Pfizer Discovery $250,000
Program, a POP
Acceptance of a Standard Pfizer ***
Recommendation for Development
Commencement of Pfizer Phase I Study ***
Commencement of Pfizer Phase III ***
Study
Pfizer NDA Filed ***
Pfizer NDA Approved ***
Pfizer shall pay the sums due within thirty (30) days of the occurrence of an
Event; provided, however, that Pfizer shall be under no obligation whatever to
advance a Lead so that an Event occurs. Pfizer may, at any time, in its sole,
unfettered discretion, withdraw a Lead from development irrespective of its
merit as a human or animal pharmaceutical product. In the event that further
Leads or Hits are under development by Pfizer at that time, this Agreement shall
continue in full force and effect. Pfizer shall notify NeoGene of any such
withdrawal.
7. REPORTS. On or before each anniversary date that this Agreement is
in effect, Pfizer shall provide a brief written report to NeoGene concerning
Pfizer's progress with respect to the use of the Findings and the progress
towards the Events pursuant to Section 6. Such annual reports shall be held in
confidence pursuant to Section 9. In addition, NeoGene shall hold in similar
fashion any information it receives in connection with payments received by it
pursuant to Sections 4 and 6, i.e. NeoGene shall be free to inform the public of
its receipt of the funds, but not the corresponding information with respect to
Pfizer's progress in its pharmaceutical candidate research program.
8. INFORMATION. For purposes of this Agreement, the term "Information,"
if known, shall mean written information relating to each Hit or Lead provided
to NeoGene or Principal Investigator, including activity in assay of Hit or
Lead, if available.
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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9. CONFIDENTIALITY. Unless otherwise set forth in this Agreement,
NeoGene agrees to maintain the information described in Section 7 and 8 in
confidence with the same degree of care it holds its own confidential
information. NeoGene will disclose such information only to its officers and
employees directly concerned with such research, but will neither disclose the
Information to any third party nor use the Information for any other purpose.
10. EXCEPTIONS TO CONFIDENTIALITY. NeoGene's obligation of
nondisclosure and the limitations upon the right to use the information
described in Section 7 and 8, shall not apply to the extent that it can
demonstrate that such information: (a) was in the possession of NeoGene prior to
the time of disclosure; or (b) is or becomes public knowledge through no fault
or omission of NeoGene; or (c) is obtained by Institute for a third party under
no obligation of confidentiality to Pfizer; or (d) if it is requested to
disclose the information in connection with a legal or administrative
proceeding, it will give Pfizer prompt notice of such request. Pfizer may seek
an appropriate protective order or other remedy or waive compliance with the
provisions of this Agreement or both. If Pfizer seeks a protective order or
other remedy. NeoGene will cooperate with Pfizer. If Pfizer fails to obtain a
protective order or waive compliance with the relevant provisions of this
Agreement, NeoGene will disclose only that portion of information which its
legal counsel determines it is required to disclose.
11. SURVIVAL OF CONFIDENTIALITY OBLIGATION. All confidentiality
obligations of NeoGene under this Agreement shall survive the termination of
this Agreement for a period of five (5) years.
12. ACKNOWLEDGEMENTS. NeoGene, Principal Investigator and Pfizer will
acknowledge each other's contributions to relevant publications as is
appropriate and customary.
13. INDEMNIFICATION. Pfizer shall defend, indemnify and hold harmless
NeoGene, its employees, directors and officers, from and against any and all
liability which it may incur by reason of Pfizer's use of the Findings or Hits;
provided, however, that NeoGene shall indemnify Pfizer, its employees, directors
and officers for any claims for injuries to persons or damages which occur on
NeoGene's premises or premises under the exclusive control of NeoGene resulting
from research with respect to the construction or use of the Findings or the
Hits.
14. ENTIRE AGREEMENT. This Agreement and Exhibit A set forth the entire
agreement between Pfizer and NeoGene as to its subject matter. None of the terms
of this Agreement shall be amended except in a writing signed by both parties.
15. BREACH. (a) If either party breaches this agreement, the other may
terminate it if the breaching party does not cure the breach within thirty (30)
days of written notice of same. The right of
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termination shall be in addition to any other rights the terminating party may
have, at law or equity, pursuant to this Agreement.
(b) If, during the Term of this agreement, issued US Patent
claims are disallowed with respect to the Findings, this Agreement shall
terminate forthwith and Pfizer shall have no further obligation to NeoGene even
if such obligation shall have previously accrued.
16. FORCE MAJEURE. Neither Pfizer nor NeoGene shall be liable for
failure of or delay in performing obligations set forth in this Agreement, and
neither shall be deemed in breach of its obligations, if such failure or delay
is due to natural disasters or any causes reasonably beyond the control of such
party.
17. COMPLIANCE WITH LAWS. Each party hereto shall comply in all
material respects with the requirements of all applicable laws, rules,
regulations and orders of any government authority in handling or disposing of
the Hit or Lead samples and in their testing.
18. PUBILICITY. Except as set forth in Section 5 and 7, no press
releases or other statements in connection with this Agreement intended for use
in the public or private media shall be made by Pfizer or NeoGene without the
prior written consent of the other party. If either party is required by law or
governmental regulation to describe its relationship to the other, it shall
promptly give the other parties notice with a copy of any disclosure it proposes
to make. In addition, Pfizer shall not use NeoGene's name in connection with any
products, promotion, or advertising without NeoGene's prior written permission.
19. NOTICES. Any notices permitted or required pursuant to this
Agreement shall be deemed effective if made in writing or sent, postage prepaid,
return receipt requested, by overnight delivery, or facsimile transmission, as
follows:
IF TO PFIZER: Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Attention: President, PGRD - Groton
cc: Assistant General Counsel, PGRD - Groton
IF TO NEOGENE: NeoGene Technologies, Inc.
157 Technology Drive
Irvine, CA 92618
Attention: Mr. Martin Gunning
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Notices shall be deemed given as of the date received.
20. CHOICE OF LAW.: This Agreement shall be construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by its duly authorized representative.
NEOGENE TECHNOLOGIES, INC. PFIZER INC
By: /s/ Alvin J. Glasky By: /s/ George M. Milne, Jr.
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Title: President Title: Senior Vice President
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Date: March 16, 2001 Date: March 14, 2001
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PRINCIPAL INVESTIGATOR, acknowledges that he has read this Agreement and
understands his obligations as a NeoGene employee.
By: /s/ Olivier Civelli
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Title: Principal Investigator
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Date: March 16, 2001
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cc: Pfizer Inc, Legal Division, Groton, CT 06340
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EXHIBIT A
Drug Pfinder Collaboration
*** [2 PAGES DELETED]
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
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