CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
Exhibit 10.16
AGREEMENT BETWEEN
CLONTECH LABORATORIES, INC.
AND
PHASE-1 MOLECULAR TOXICOLOGY, INC.
THIS AGREEMENT is effective this 31st day of December, 1998, between
CLONTECH LABORATORIES, INC., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇-▇▇▇▇
("CLONTECH") and PHASE-1 MOLECULAR TOXICOLOGY, INC., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇, ▇▇ ▇▇▇▇▇ ("PHASE-1") (collectively, "Parties"):
WHEREAS, CLONTECH has expertise in cell and molecular biology in general
and nucleic acid arrays and expression vectors in particular; and
WHEREAS, PHASE-1 has expertise in toxicology, including identification of
toxicologically-important genes, high throughput screening, and information
management and bioinformatics; and
WHEREAS, PHASE-1 and CLONTECH wish to enter into a [ * ] alliance to
develop and use CLONTECH's product expertise and PHASE-1's toxicology expertise
in the field of scientific research;
NOW, THEREFORE, in consideration of the covenants and conditions
contained herein, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
For the purposes of this Agreement, the following definitions shall apply:
1.1 "ATLAS-Tox Product" or "AT Product" as used herein shall mean
[ * ] nucleic acid arrays comprising toxicologically-important genes ("Tox
Genes").
1.2 "Contract Research Organization" or "CRO" as used herein shall
mean companies or other commercial entities that perform Fee for Service
contract [ * ].
1.3 "Fee for Service" or "Fee-for-Service Services" as used herein
shall mean performing a service for a third party entity, commercial or
otherwise, for fees or other remuneration.
1.4 "Glass Tox Products" as used herein shall mean [ * ] ("Tox
Genes").
1.5 "Net Revenues" shall mean gross revenues less direct
manufacturing costs, marketing costs, overhead and royalties paid to third
parties. GAAP shall be applied.
1.6 "Internal Database" shall mean a toxicology database that has
been developed by CLONTECH.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
1.7 "PHASE-1's Databases" shall mean the toxicology databases that
have been developed by PHASE-1.
1.8 "Product Software" shall mean a software program developed by
PHASE-1 and provided to CLONTECH for retail sale, the description of which is
in EXHIBIT A.
1.9 "Secondary Products" shall mean toxicology-related products
developed with input by both CLONTECH and PHASE-l, which are [ * ].
1.10 "Validation Study" shall mean determining the effectiveness of AT
Products, Glass Tax Products and Secondary Products by using them in
controlled experiments involving at least [ * ] well-characterized
toxicologically significant chemicals.
ARTICLE 2
TECHNOLOGY TRANSFER AND PRODUCT DEVELOPMENT
2.1 AT PRODUCT DEVELOPMENT: i) PHASE-1 AND CLONTECH shall, upon
mutual agreement, define a number of AT Products to be developed. Upon
execution of this Agreement, PHASE-1 shall supply a list of [ * ] ("Tox
Genes") in [ * ], including the formal names of the genes, GenBank Accession
Number and the relative importance of each gene to [ * ]. CLONTECH will use
the information on the list of Tox Genes provided by PHASE-1 to develop and
manufacture gene expression primers and the AT Product. It is expected that
PHASE-1 shall use its best efforts to collect and provide information
necessary for CLONTECH to generate AT Products, Glass Tox Products, and
Secondary Products including updating the list of Tox Genes as appropriate.
(b) It is anticipated that for some Tox Genes, CLONTECH will
have to search for and clone homologues of said Tox Genes from species where
the gene has not been identified. PHASE-1 shall provide cDNA from the
appropriate species for this purpose. CLONTECH shall provide PHASE-1 any Tox
Gene homologues so identified for PHASE-1's use in internal research and
development and in providing Fee for Service Services at [ * ] pricing.
2.2 GLASS TOX PRODUCT AND SECONDARY PRODUCT DEVELOPMENT: PHASE-1 and
CLONTECH shall meet regularly to discuss development of Glass Tox and
Secondary Products. PHASE-1 will use its expertise in toxicology to identify
Secondary Products of particular interest to the field of toxicology, and
which can be supported adequately by PHASE-1's bioinformatics. CLONTECH will
use its expertise in development, marketing, and manufacture of research
reagents to develop and market said Glass Tox and Secondary Products. The
Parties agree that a priority will be the development of [ * ].
2.3 PROTOCOL OPTIMIZATION AND VALIDATION. PHASE-1 shall optimize the
protocols for toxicological and high throughput applications of the AT Products,
Glass Tox Products and any Secondary Products, as well as conduct Validation
Studies.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
CLONTECH shall provide PHASE-1 with up to [ * ] AT Products and an
agreed-upon number of Glass Tox and Secondary Products for said optimization
and Validation studies at [ * ] to PHASE-1. PHASE-1 shall also provide all
necessary RNA, cells and other biologicals necessary for conducting
validation studies at CLONTECH. Data resulting from said optimization and
Validation studies may be used to support sales of the AT, Glass Tox
Products, and Secondary Products, to help obtain regulatory approval of said
AT, Glass Tox Products, and Secondary Products, for publication in peer
reviewed journals, or to support any application for Letters Patent.
2.4 SOFTWARE: (a) PHASE-1 shall provide Product Software to the
specifications described in Exhibit A so as to support the AT, Glass Tox and
Secondary Products.
(b) The Parties shall provide to each other any
toxicology-related Internal Databases used by the user Party for the non-user
Party's internal use only.
2.5 FREEDOM TO DEVELOP OTHER PRODUCTS: PHASE-1 and CLONTECH are
free to develop other products and perform other services alone or in
collaboration with third parties that are not subject to or contrary to the
terms of this Agreement.
2.6 BEST EFFORTS: CLONTECH shall have the obligation to use its
best efforts to develop, manufacture and supply AT, Glass Tox and Secondary
Products, as well as to promote sales of said AT, Glass Tox and Secondary
Products in the research market. PHASE-1 shall have the obligation to use
its best efforts to promote acceptance of the AT, Glass Tox and Secondary
Products in the pharmaceutical industry and the FDA.
ARTICLE 3
PAYMENTS AND REVENUES
3.1 UP-FRONT PAYMENT: CLONTECH shall pay PHASE-1 [ * ] upon
execution of this Agreement, and [ * ] upon the achievement of the first
milestone negotiated between and agreed to by the Parties within thirty (30)
days of the execution of this Agreement and described in Exhibit C.
3.2 REVENUE SHARING: (a) Net Revenue from sales of AT, Glass Tox
Products and Secondary Products shall be shared [ * ], between CLONTECH and
PHASE-1, respectively; (b) Net Revenue from sales of Product Software shall
be shared [ * ], between CLONTECH and PHASE-1, respectively; (c) Net Revenue
from Fees for Service performed by PHASE-1 shall be shared [ * ], between
CLONTECH and PHASE-1, respectively, however Net Revenues from such
Fee-For-Service Services shall be pro-rated if services other than those
involving the AT, Glass Tox Products or Secondary Products are provided; and
(d) Net Revenue derived from sales or licensing of PHASE-1's Databases
associated [ * ] with sales of the AT, Glass Tox or Secondary Products shall
be agreed upon by both Parties and memoralized in a written agreement between
the Parties.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
ARTICLE 4
MARKETING, SALES AND TRAINING
4.1 SALES OF AT, GLASS TOX AND SECONDARY PRODUCTS: CLONTECH shall
have [ * ] rights and responsibility for sales of all AT, Glass Tox and
Secondary Products, regardless of whether such sales are wholesale or retail
in nature; with the exception that PHASE-1 [ * ] sales, whether direct or
indirect, to Contract Research Organizations as defined herein. PHASE-1 shall
provide a list of existing Contract Research Organizations to which CLONTECH
shall [ * ] AT, Glass Tox or Secondary Products (attached hereto as Exhibit
F), and PHASE-1 and CLONTECH shall update and/or modify said list of Contract
Research Organizations from time to time after the execution of this
Agreement as necessary. Should market conditions change, the Parties shall
renegotiate in good faith regarding the list of Contract Research
Organizations subject to this Section 4.1.
4.2 FEE FOR SERVICE SERVICES: PHASE-1 and CLONTECH shall have [ * ]
rights and responsibility to provide Fee-for-Service Services using the AT
Products, Glass Tox Products, or Secondary Products.
4.3 PRODUCT SOFTWARE: CLONTECH shall have the [ * ] right to sell
Product Software to [ * ], and will obtain said Product Software on a
consignment basis and shall not keep an inventory of said Product Software.
4.4 SALES TRAINING: PHASE-1 shall use reasonable efforts to
provide training and background education for CLONTECH's sales, marketing and
technical service personnel in order to create and solid, effective campaign.
Within approximately 30 days of the anticipated launch of the first
AT-Product, CLONTECH will convene a meeting of the sales and marketing
personnel at CLONTECH's facilities. PHASE-1 shall send scientific and
marketing representatives to the pre-launch meeting to train CLONTECH's
salespersons in the use arid benefits of the AT-Product(s). PHASE-1 shall
provide CLONTECH with [ * ]. PHASE-1 shall use reasonable efforts to update
and expand the above list on a frequent basis. PHASE-1 shall also use
reasonable efforts to provide contact and introductions to key scientists and
management personnel within the pharmaceutical, biotechnological and Ag-chem
industries. PHASE-1 and CLONTECH shall participate in joint presentations
and/or joint user group meetings for AT, Glass Tox and Secondary Product
customers as provided in Exhibit E, said Exhibit E to be revised and amended
from time to time as agreed by the Parties.
4.5 PRODUCT NEEDS PROJECTIONS: PHASE-1 shall present [ * ] needs
projections for AT Products, Glass Tox Products, and Secondary Products for
the next business year [ * ] months prior to that business year.
4.6 PRICING: PHASE-1 shall enjoy [ * ] pricing for all AT
Products, Glass Tox Products, and Secondary Products purchased from CLONTECH
during the Term.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
4.7 PACKAGING: All AT, Glass Tox and Secondary Products shall be
sold with the CLONTECH label and with CLONTECH-designed packaging and
literature with reference to PHASE-1 on the packaging and in all literature,
Software contained in the AT, Glass Tox and Secondary Products developed
entirely or in part by PHASE-1 shall have both PHASE-1 and CLONTECH labels.
All Product Software will be sold with packaging which reflects PHASE-1 as
the developer of said Product Software and CLONTECH as a distributor of said
Product Software.
4.8 LABELING: As appropriate, AT, Glass Tox and Secondary Products
shall be labeled with a restriction that said Products are for internal
research use only by the customer end-user, that the Products may not be
re-sold or redistributed to third parties without the express, written
permission of CLONTECH, and, further, that CLONTECH, in its discretion,
reserves the right to refuse to sell or distribute said Products to CROs and
other commercial users.
ARTICLE 5
TECHNICAL AND CUSTOMER SUPPORT
5.1 CUSTOMER SUPPORT FOR AT, GLASS TOX AND SECONDARY PRODUCTS: Each
Party will provide customer and technical support for the AT Products, Glass
Tox Products, and Secondary Products for its own customers, with the
exception that PHASE-1 shall provide [ * ] training to CLONTECH customers who
purchase AT, Glass Tox, or Secondary Products. Such training by PHASE-1 for
CLONTECH customers shall be on an [ * ] basis, and shall take place at
PHASE-1 or CLONTECH facilities at PHASE-1's convenience.
5.2 CUSTOMER SUPPORT FOR PRODUCT SOFTWARE: PHASE-1 shall provide
customer and technical support for Product Software.
ARTICLE 6
TERM AND TERMINATION
6.1 TERM: The term of this Agreement is three (3) years from the
date of execution ("Term"). During the final quarter of the final year of
the Term, the Parties shall confer as to whether this Agreement shall be
extended by mutual consent, PHASE-1 shall retain [ * ] rights to provide Fee
for Service Services using AT, Glass Tox and Secondary Products until the
[ * ] of the launch of each such Product. At the end of the [ * ] period for
each Product, CLONTECH will be free to sell such Products to other CROs; with
the proviso that sales to other CROs shall not include a right for CLONTECH
[ * ] developed in whole or in part by PHASE-1.
6.2 TERMINATION: Either Party may terminate this Agreement upon
material breach by the other Party. The non-breaching party shall give the
breaching party written notice of said breach, and the breaching party shall
have sixty (60) days to cure said breach. In the event said breach is not
cured, the termination shall become effective ninety (90) days afar the date
of the receipt of the termination notice.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
6.3 COOPERATION: After termination of this Agreement, the Parties
agree to cooperate with each other so as to carry out an orderly conclusion
to their exclusive relations, and the relationship between the Parties shall
become a non-exclusive relationship for the provision, marketing and sales of
AT Products, Glass Tox Products, and Secondary Products under the terms for
manufacture, supply and the like as described herein or by a separate
document signed by both Parties. Termination of this Agreement shall not
affect either Party's right to revenues due pursuant to the terms of this
Agreement, neither shall it affect PHASE-1's access to the Products on a [ * ]
basis.
ARTICLE 7
INVENTIONS AND INTELLECTUAL PROPERTY
7.1 DEVELOPMENTS: The Parties may, from time to time, make or
assist each other in the discovery, development, and perfection of new
methods, processes, chemical entities or inventions relating to toxicology
arrays, expression vectors (including [ * ] vectors), cell lines
incorporating the expression vectors, and novel genes ("Developments"). Any
Developments first invented solely by either Party during the term of this
Agreement shall be exclusively owned by that Party. Inventorship shall be
determined commensurate with the patent laws of the United States, 35 U.S.C.
ET SEQ.
7.2 JOINT DEVELOPMENTS: Any Developments discovered jointly by both
Parties ("Joint Developments") during the term of this Agreement shall be
owned jointly by CLONTECH and PHASE-1, The Parties shall confer and agree to
any prosecution strategies for any and all patent applications on Joint
Developments, and shall share costs and fees for said prosecution. Both
Parties agree that no assignments, license grants or any other grant of
rights for Joint Developments shall be made without the express, written
permission of the other Party. In the case of assignments, the Parties agree
first to offer au assignment to the other Party before offering assignment to
any third party, and said assignment offer shall be under the same terms as
the Party would offer to any third party.
7.3 JOINT DEVELOPMENTS, TERRITORY: All rights in any Joint
Developments as conferred in Section 7.2 shall be [ * ]. The Parties
expressly agree to execute a separate written agreement relating to Joint
Developments within three (3) months of disclosure.
7.4 INFRINGEMENT OF A PARTY'S INTELLECTUAL PROPERTY: Either Party
may, from time to time, discover potential or actual infringers of the
intellectual property of the other Party, or of other proprietary information
which forms the basis of this Agreement. The Party discovering such
infringement promptly shall inform the other Party of such activity in
writing within 90 days of each discovery. The Party owning such intellectual
property or proprietary information shall take such steps as are, in such
Party's discretion, economically feasible in order to enforce its ownership
rights against the infringer.
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
7.5 INFRINGEMENT INDEMNIFICATION: Each Party agrees to indemnify
the other Party against any claim of infringement from third parties with
respect to any intellectual property claimed to be owned by the owner Party
and used by the other Party in the performance of this Agreement, provided
that the using Party notifies the owner Party in writing within thirty (30)
days of any such claim of infringement. The owner Party shall have the
control of and be responsible for the defense against any such claim at its
own expense. The using Party may not enter into any agreement or compromise
regarding such a claim of infringement with said third party without consent
of the owner Party and will cooperate with the owner Party.
7.6 TRADEMARKS: Exhibit B lists the trademarks and service marks
that may be used in the manufacture, production or marketing of, or Fee for
Service use of, the AT Products, Glass Tox Products, and Secondary Products.
It is understood by the Parties that each Party owns its respective marks,
and that nothing in this Agreement shall he interpreted expressly or
impliedly as granting either Party the right to the other's marks. It is
possible that the Parties may develop combination trademarks (Combination
Marks), wherein each Party may have rights to certain portions of the
Combination ▇▇▇▇. Use of any Combination ▇▇▇▇ and the ownership to any
portions thereof shall be agreed to and memorialized by a written agreement
signed by both Parties at the time of the creation of such Combination Marks.
Should this Agreement be terminated for any reason, the rights in all
Combination Marks that have not been apportioned or assigned prior to
termination shall be divided in an equitable manner, with each Party entitled
to its own portion of the Combination ▇▇▇▇.
ARTICLE 8
CONFIDENTIALITY
8.1 CONFIDENTIALITY: During the term of this Agreement, the Parties
may disclose to each other certain confidential or proprietary information
("Information") to further the development, marketing and sale and
Fee-for-Service use of AT Products, Glass Tox Products, and Secondary
Products, wherein the disclosure of such l-formation to third parties could
be commercially injurious to the owner of the Information It is agreed by
both Parties that neither Party will disclose to any third party, or utilize
for its own or another's benefit, the Information obtained from the other
Party. The term "Information" shall not include, and the Parties shall not
have any obligations of confidence or non-disclosure with respect to:
(a) information that is in the public domain at the time of
its transmittal or which subsequently comes into the public domain without
violation of any obligation of confidence assumed hereunder;
(b) information received from a third party without
violation of an obligation of confidence to the transmitting Party;
(c) information which the recipient Party can show to have
been in its possession at the time of transmittal;
(d) information which the recipient Party can show to have
been. independently developed by employees of the recipient Party who have
not had access to proprietary information received hereunder; or
(e) information which the recipient Party is compelled to
disclose pursuant to judicial action or the legal and enforceable request of
a U.S. government agency, provided that the transmitting Party is notified at
the time such action or request is initiated, and further provided that the
recipient Party cooperates with the transmitting Party in the event that the
transmitting Party seeks a protective order or other appropriate remedy to
prevent disclosure of such information.
8.2 DISCLOSURE OF INFORMATION: If either Party believes it
necessary to disclose any Information to a third party, the Parties agree
that they will not do so without first advising the owner Party what
Information is to be disclosed and to whom and for what purpose the
Information is to be disclosed. The Party wishing to make disclosure must
obtain the owner Party's written permission to make said disclosure.
Further, the Party wishing to disclose Information also agrees to require the
third party recipient of the Information to acknowledge in writing in a
confidentiality agreement that such Information is confidential, that said
third party will hold the Information confidential, and that the owner Party
has the right to enforce the Agreement against the third party.
8.3 MARKING OF CONFIDENTIAL INFORMATION: All Information, where
possible, shall be transferred from each Party to the other in written form,
and shall bear a conspicuous ▇▇▇▇ designating such Information as
confidential. Additionally, any Information transferred from either Party to
the other in an oral or other non-permanent or non-readable form, such as in
a computer communication, shall be summarized in a brief memorandum which
shall also bear a conspicuous ▇▇▇▇ designating such Information to be
confidential. All Information transferred in tangible form shall be returned
to the disclosing Party upon request and/or at the termination of this
Agreement, except for one copy retained for legal records.
8.4 RIGHTS TO CONFIDENTIAL INFORMATION: It is understood that this
Agreement does not grant to either Party or any employees, partners or other
business associate thereof, any rights in the Information, or any protectable
interest stemming therefrom, except as specifically provided herein.
8.5 REMEDIES: Each Party agrees that if it or any of its
employees, partners or other business associates breaches any condition of
this Agreement relating to the protection of proprietary or confidential
rights or Information, the owner of such right or Information will be
entitled to, in addition to all other remedies available, an immediate
injunction prohibiting the Party in breach of its obligations, or its
employees, partners or other business associates, from committing any further
breach of this Agreement.
ARTICLE 9
WARRANTIES AND DISCLAIMERS
9.1 REPRESENTATION: Each Party represents and warrants to the other
Party that it has no pre-existing contractual or other obligations to any third
party which preclude it
from entering into this Agreement and meeting its obligations hereunder, or
which conflict with any provision of this Agreement.
9.2 REPRESENTATION: Each Party represents and warrants to the
other Party that it shall use reasonable efforts to achieve the objectives of
the Agreement.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 CHOICE OF LAW: This Agreement shall be deemed executed in Palo
Alto, California.
10.2 SURVIVAL: All causes of action accruing to either Party under
this Agreement shall survive termination of this Agreement. In addition, to
the extent possible, all provisions of this Agreement shall survive
termination of this Agreement.
10.3 ENTIRE AGREEMENT: This Agreement constitutes the only and
entire understanding between the Parties concerning its subject matter and
all other prior negotiations, representations, agreements and understandings
are superseded. No agreements altering or supplementing the terms hereof may
be made except by means of a written document signed by duly-authorized
representatives of both Parties.
10.4 INDEPENDENT CONTRACTORS: Each Party shall have the status of an
independent contractor without the authority to bind the other to any
obligation.
10.5 ARBITRATION: All disputes which arise out of this Agreement
shall be settled by arbitration in Santa ▇▇▇▇▇ County, California, in
accordance with the conciliation and arbitration rules and regulations of the
American Arbitration Association. The arbitrator shall have background and
expertise relating to the issue(s) involved. The arbitration shall be in
English. The arbitration hearing shall be held within sixty (60) days of an
arbitration demand. The arbitrator's decision shall be submitted within
thirty (30) days of the conclusion of the arbitration hearing. The
arbitrator's decision shall be binding, 6hal and non-appealable. The Parties
shall share equally the cost of such arbitration.
10.6 FORCE MAJEURE: If either Party is prevented from performing
any obligation hereunder by reason of fire, explosion, strike, labor dispute,
casualty, accident, lack or failure of transportation facilities, flood,
earthquake, war, civil commotion, acts of God, or any law, order or decree of
any government or subdivision thereof, then such Party shall be excused from
performance hereunder to the extent and for the duration of such prevention,
provided that such Party first notifies the other Party in writing of such
prevention.
10.7 PUBLICITY: Except as required by law or applicable stock
exchange rule, no public statements shall be made by either Party concerning
this Agreement, its subject matter or its existence without prior
consultation with and the approval of the other Party, which approval shall
not be unreasonably withheld.
10.8 SEVERABILITY: In the event that any provision of this Agreement
shall be found to be illegal, invalid or unenforceable for any reason, such
finding shall not affect the validity of the remainder of this Agreement,
which shall be construed and interpreted as though such provision was not
present.
10.9 SUCCESSORS IN INTEREST: The benefits and obligations of this
agreement shall inure to the benefit of the assignees and successors of
interest of the Parties.
10.10 NOTICES: Notices may be given to an officer of a Party by: (i)
personal delivery; (ii) telex or telecopy; or (iii) certified or registered
mail addressed as follows:
If to CLONTECH:
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Senior Product Manager
CLONTECH Laboratories
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Director of Business Development
If to PHASE-1:
▇▇▇▇▇▇▇ ▇▇▇▇, Ph,D.
Chairman and CEO
PHASE-1 Molecular Toxicology, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
10.11 ASSIGNABILITY: This Agreement shall inure to the benefit of
and be binding on each Party's successors in interest and assigns; however,
either Party may assign th, is Agreement without consent of the other Party
only in connection with the sale or disposition of the entire business of
such Party or that portion to which this Agreement pertains.
10.12 COOPERATION: Each of the Parties shall render its full
cooperation to the other in fulfilling and performing the terms of this
Agreement.
IN WITNESS WHEREOF this Agreement has been executed in multiple
counterparts, each of which shall constitute an original Agreement, on behalf
of the Parties by their authorized officers as of the date written above.
CLONTECH LABORATORIES PHASE-1 MOLECULAR TOXICOLOGY, INC.
By: /s/ ▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------- -----------------------------
Title: CEO Title: CEO
-------------------------- --------------------------
Date: 1/8/99 Date: 1/6/99
--------------------------- ---------------------------
EXHIBIT A
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
EXHIBIT B
Trademarks and Service Marks owned by the Parties:
CLONTECH Registered Trademarks: ADVANTAGE
Other CLONTECH Trademarks: CLONTECH, TALON, Taqstart, ApoAlert, MTN, SMART,
LIVING COLORS, TET-ON, TET-OFF, 5'-STRETCH, Delta, Atlas, MICRONORTHERN CHIP,
Atlas RNA Chip, PREMIUM RNA & Design, PCR Select, Atlas Vision, CLONCapture,
MARATHON
PHASE-1 Registered Trademarks: BIOGLYPHICS
Other PHASE-1 Trademarks: PROTOCOL, GENIE, CHEM-PROFILER, AT-PROTOCOL
EXHIBIT C
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
EXHIBIT D
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.
EXHIBIT E
JOINT USER MEETINGS
CLONTECH and PHASE-1 shall conduct customer user group meetings and/or
training at PHASE-1 headquarters in Santa Fe, CLONTECH headquarters in Palo
Alto, or at some other mutually-agreeable site in order to obtain customer
feedback, provide customer training, and to generally increase AT Product, Glass
Tox Product, or Secondary Product technology awareness.
JOINT PRESENTATIONS
CLONTECH and PHASE-1 agree to use their best efforts to cooperate in
presenting seminars, scientific talks at relevant scientific meetings,
universities and other customer sites.
EXHIBIT F
[ * ]
* Portions of this exhibit have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 406.