EXHIBIT 10.1
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Millennium Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, MA 02139
Tel 617-679-7000
mlnm.com
MILLENNIUM
September 18, 2000
BY FACSIMILE AND COURIER
Dr. Wolfgang Hartwig
Bayer AG
PH-R L, Bldg. 0402
Elberfeld, Wuppertal
D-42096, Germany
Re: PAYMENT OF SUCCESS FEES FOR CERTAIN QTS
Dear Dr. Hartwig:
Reference is made to the Agreement between Bayer AG ("Bayer") and Millennium
Pharmaceuticals, Inc. ("MPI") dated September 22, 1998. Capitalized terms used
herein and not otherwise defined shall have the meanings given such terms in the
Agreement.
The purpose of this letter is to set forth our mutual understanding with respect
to the payment of certain Success Fees.
1. Bayer acknowledges entry into the Selectable QT Pool of the ** QTs set
forth in ATTACHMENT A to this Letter Agreement (i.e., the ** QTs less the
** Replacement QTs noted in ATTACHMENT A).
2. MPI acknowledges payment by Bayer to MPI of Success Fees totaling $[**] in
consideration of the entry into the Selectable QT Pool of the ** through
** QTs set forth in ATTACHMENT A.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
Dr. Wolfgang Hartwig
September 18, 2000
Page 2
3. With respect to the ** QTs listed in ATTACHMENT A to this Agreement, Bayer
hereby waives any and all rights to receive a refund of Success Fees as
provided for in Sections 5.4(c)(ii)(A), 5.4(c)(ii)(E) and 5.4(d)(i) of the
Agreement.
4. Notwithstanding the provisions of Sections 5.4(c)(ii)(B)-(D) and 5.4(d)(i)
of the Agreement, Bayer hereby agrees that, with respect to the **
through ** QTs to enter the Selectable QT Pool, upon the entry into the
Selectable QT Pool of the ** QT in each group of ** consecutively
entered QTs (e.g., the entry of the ** QT for the ** through ** QTs
or the entry of the ** QT for the ** through ** QTs), the provisions
of Section 5.4(c)(ii)(B), 5.4(c)(ii)(C) or 5.4(c)(ii)(D) of the Agreement,
as applicable, shall cease to apply to such group of ** QTs. Further,
notwithstanding the provisions of Section 5.4(c)(ii)(E) of the Agreement,
Failed QTs shall be considered to have entered the Selectable QT Pool.
However, in lieu of such provision, Replacement QTs for Failed QTs shall
not be considered to have entered the Selectable QT Pool.
5. Bayer and Millennium hereby confirm that the provisions of Sections
2.8(c)(iv), 2.8(c)(v), 2.8(d), 2.8(e), 2.8(f) and 5.4(d)(ii) of the
Agreement shall continue to apply to individual QTs that enter the
Selectable QT Pool, it being understood that the references in such
provisions to refunds under Section 5.4 shall be deemed to refer solely to
the refund afforded by Section 5.4(d)(ii) of the Agreement and not to the
refunds afforded by Sections 5.4(c)(ii) and 5.4(d)(i) of the Agreement.
If the foregoing is in keeping with your understanding of our arrangement,
please indicate your consent by countersigning this Letter Agreement and
returning it to me by September 29, 2000.
With warmest regards,
/s/ KEVIN STARR
Kevin Starr
Chief Financial Officer
cc: Mr. Gunnar Weikert
BAYER AG
By: /s/ DR. WOLFGANG HARTWIG
Prof. Dr. Wolfgang Hartwig
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission.
ATTACHMENT A
Bayer AG/Millennium Pharmaceuticals, Inc. - Targets by Class
- ---------------------------------------------------------------------------------------------------------------
QT# & FAILED REPLACEMENT TARGET CFA DATA QT
MINING QT? QT CLASS ADDED NOMINA-
ENTRY TO LIST TION
(DATE)
- ---------------------------------------------------------------------------------------------------------------
Total QT's accepted: [**]
less replacement QT's: [**]
Available QT's: [**]
Millennium Confidential