EXHIBIT 10.3
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 8th day of November, 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 ***, for the
treatment of ***, for the treatment of *** ("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.
"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; 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; iii) Principal Investigators will make no more than six (6)
visits to Pfizer laboratories in Cambridge Massachusetts on mutually
agreeable dates. Pfizer will reimburse Principal Investigator's for
travel and lodging expenses in connection with visits to Pfizer
laboratories; and iv) Members of Pfizer's staff may seek Principal
Investigators advice, ***, by phone and email from time to time on
specific questions.
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 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 two hundred thousand dollars ($200,000.00).
*** 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.
5. PFIZER'S AND NEOGENE'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE
SCREENING. 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. If
the screening results in the identification of one or more 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 no representation regarding the existence, effect or 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. 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 to 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 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
Program, a POP ***
Acceptance of a Standard
PFIZER Recommendation for
Development ***
Commencement of PFIZER
Phase I Study ***
Commencement of PFIZER
Phase III Study ***
*** 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.
2
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 and reports relating to each Hit
or Lead provided to NEOGENE or Principal Investigator, including
activity in assay of Hit or Lead, if available.
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
Sections 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 from 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.
*** 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.
3
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 NEOGENE 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 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 obligations 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. PUBLICITY. Except as set forth in Sections 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 and sent, postage prepaid,
return receipt requested, by overnight delivery, or facsimile
transmission, as follows:
4
IF TO PFIZER: PFIZER Inc.
Global Research & Development
50 Pequot Ave
New London, CT 06320
Attention: V.P., PGRD, Strategic Alliances
cc: Assistant General Counsel, PGRD
IF TO NEOGENE: NEOGENE Technologies, Inc.
157 Technology Drive
Irvine, CA 92618
Attention: Mr. Martin Gunning
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/ Alan Proctor
-------------------------------- ----------------------------
Name: Alvin J. Glasky, Ph.D. Name: Alan Proctor, Ph.D.
------------------------------
Title: President Title: Vice President, PGRD,
----------------------------- Strategic Alliances
Date: December 7, 2001 Date: November 28, 2001
------------------------------ -----------------------
PRINCIPAL INVESTIGATOR, acknowledges that he has read this Agreement and
understands his obligations as a NEOGENE employee.
By: /s/ Olivier Civelli
--------------------------------
Name: Olivier Civelli, Ph.D.
Title: Professor
-----------------------------
Date: December 8, 2001
------------------------------
cc: PFIZER Inc, Legal Division, New London, CT 06320
5
DRUG PFINDER EXHIBIT A
*** [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.
6