EXHIBIT 10.56
CONFIDENTIAL
Protocol Development and
Compound Production Agreement
The parties, Pfizer Inc, a Delaware corporation, having a place of business at
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Discovery Partners International, Inc, a Delaware corporation, having a place of
business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and its Affiliates
("DPI") enter into this Protocol Development and Collaboration Agreement as of
December 19, 2001 (the "Agreement") to design and provide Pfizer with protocols
and procedures useful in the production of pharmacologically relevant compounds,
and to prosecute said protocols and procedures to synthesize libraries of Pfizer
exclusive compounds for Pfizer's chemical files, on the terms and subject to the
conditions set forth below
1. DEFINITIONS.
Whenever used in this Agreement, the terms defined in this Section 1 shall have
the meanings specified as set forth below:
1.1 "Affiliates" means any corporation or other legal entity owning,
directly or indirectly, fifty percent (50%) or more of the voting capital shares
or similar voting securities of Pfizer or DPI; any corporation or other legal
entity fifty percent (50%) or more of the voting capital shares or similar
voting rights of which is owned, directly or indirectly, by Pfizer or DPI or any
corporation or other legal entity fifty percent (50%) or more of the voting
capital shares or similar voting rights of which is owned, directly or
indirectly, by a corporation or other legal entity which owns, directly or
indirectly, fifty percent (50%) or more of the voting capital shares or similar
voting securities of Pfizer or DPI.
1.2 "Agreement Period" means the period beginning on the Effective Date
and ending four (4) years later, unless sooner terminated.
1.3 "Area" means research and development of synthetic processes,
procedures or protocols for synthesis and purification of compounds, generation
of Virtual Libraries and the production and purification of Tangible Libraries
as specified in the Project Plan or by Request for Services forms.
1.4 "Annual Project Plan" means the written plan describing the research
in the Area to be carried out during each Commitment Year by Pfizer and DPI
pursuant to this Agreement. Each Annual Project Plan will be attached to and
made a part of this Agreement as Exhibit A.
1.5 "Commitment Year" means a twelve-month period commencing on the
Effective Date and each anniversary thereafter.
1.6 "Compound" means any individual chemical compound within a Virtual
Library or Tangible Library derived from a Protocol.
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1.7 "Compound Services" means work performed by DPI toward the synthesis
and purification of Tangible Libraries per Protocol as directed by a Request for
Services form.
1.8 "Compound Termination Period" is as defined in Section (4.2.1).
1.9 "DPI Confidential Information" means all information about any
element of the DPI Technology that is disclosed by DPI to Pfizer and designated
"Confidential" in writing by DPI at the time of disclosure or within thirty (30)
days following disclosure.
1.10 "DPI Technology" means, Technology that is or was developed
*** *** prior to the Effective Date, or after
the Effective Date in the course of activities not related to the Project Plan
or Project Program. For the purposes of the disclosure *** ,
such disclosure specifically excludes *** related to
*** *** developed or acquired by employees of or
consultants to DPI.
1.11 "Effective Date" is January 5, 2002.
1.12 "Expiration Date" is January 5, 2006, unless sooner terminated.
1.13 "Full Time Equivalent" ("FTE") shall mean the amount of work
equivalent to a full time employee working on a full time basis consistent with
normal business and scientific practice (who works at least a forty (40) hour
work week with normal vacation, holiday and sick time) working for DPI for a
period of one year.
1.14 "FTE month" shall mean the amount of work equivalent to 1/12 of an
FTE.
1.15 "Library" shall mean a set of related chemical compounds
contemplated by the Protocol.
1.16 "Patent Rights" shall mean all patent rights within Technology
including all of patent applications, whether domestic or foreign, claiming such
patentable inventions, continuations, continuations-in-part, divisions, and
renewals, all letters patent granted thereon, and all reissues, re-examinations
and extensions thereof.
1.17 "Pfizer Confidential Information" means all information about any
element of Pfizer Technology which is disclosed by Pfizer to DPI and designated
"Confidential" in writing by Pfizer at the time of disclosure or within thirty
(30) days following disclosure.
1.18 "Pfizer Technology" means, Technology ***
*** to Pfizer *** prior to the Effective Date,
or after the Effective Date *** *** .
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Confidential Treatment and filed separately with the Commission.
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1.19 "Program Technology" means Technology that is or was developed or
acquired *** *** *** .
1.20 "Project Plan" means each written plan describing the Project
Program to be carried out by Pfizer and DPI pursuant to this Agreement for each
Commitment Year of the Agreement Period. The initial Project Plan shall be
attached to and made a part of this Agreement as Exhibit A.
1.21 "Project Program" is the collaborative work in the Area conducted
by Pfizer and DPI pursuant to the Annual Project Plan.
1.22 "Protocol" shall mean a detailed set of methods and standard
operating procedures designed to be used for synthesis and purification,
including but not limited to HPLC purification, of a Compound attached to the
Request for Services and made a part of this Agreement as Exhibit B.
1.23 "Protocol Services" shall mean work performed by FTEs at DPI toward
the development and refinement of Protocols for synthesis and purification of
Compounds of interest to Pfizer, as directed by a Pfizer approved Request for
Services.
1.24 "Protocol Termination Period" is as defined in Section (3.2.1).
1.25 "Request for Services" shall mean a Pfizer written request for
Services, (the "Services" as defined in Section (2.1)), to DPI for either
Compound Services or Protocol Services, made substantially in the form shown in
Appendix I of this Agreement, attached and made a part of the Agreement as
Exhibit C.
1.26 "Tangible Library" shall mean groups of related Compounds
synthesized by DPI following Protocols as directed by Pfizer.
1.27 "Technology" means and includes all ***
*** *** *** *** ,
within the Area.
1.28 "Virtual Library" shall mean a set of related chemical compounds
that are described by *** *** .
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2. SCOPE OF WORK.
2.1 From time to time, Pfizer will submit a Request for Services to DPI,
which contains one or more substructure search terms representing a Virtual
Library of Compounds. The Request for Services will request either Protocol
Services, invoiced to Pfizer on an FTE basis, or Compound Services, invoiced to
Pfizer on a cost per Compound or cost per Tangible Library basis (the
"Services"). A Request for Services shall be sent to ChemRx Advanced
Technologies, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention *** (Pfizer Project Leader) with a copy to
*** , Controller, Discovery Partners International, Inc., ▇▇▇▇
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2.2 Upon receipt of a Request for Service, DPI ***
*** *** *** . DPI shall give
written notification to *** , Pfizer Global Research and
Development, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
2.3 Upon Pfizer's receipt of notice from DPI, Pfizer will decide, in its
sole, unfettered discretion, whether to give authorization to DPI to begin the
Service. If Pfizer authorizes DPI to perform the Service, DPI agrees to do the
following in accordance with the directions of Pfizer: (a) develop Protocols
specifically for synthesis of Compounds and generation of Virtual Libraries,
and/or (b) synthesize Compound Libraries with Protocols, or with its own or
established methodology.
3. PAYMENTS
3.1 Funding of FTEs Services for Protocol Development. Pfizer will fund
Protocol Services performed by DPI, at a rate of ***
*** per FTE in *** and at a rate of
*** *** per FTE in *** . Pfizer
agrees to fund the Minimum FTEs during a Commitment Year, provided, however,
that a) DPI fulfils its obligation to furnish the Minimum Number of FTEs, as
described in Section (3.1.3), and b) it agrees to make available additional FTEs
(on a minimum of one quarter's notice), at least up to the Maximum FTEs, to
conduct Services requested by Pfizer, according to the following table:
***
***
***
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The Parties agree that the FTE commitments for each of *** are
subject to the approval of both DPI and Pfizer *** in advance of
such *** .
3.1.1 Within *** of the Effective Date, Pfizer
shall pay DPI *** *** , which shall be
credited against FTEs in *** that are supporting the
Project Program. The minimum payment due DPI in support of
*** working on the Project Program during
*** *** .
For greater clarity, ***
***
***
3.1.2 All funding payments by Pfizer to DPI during any three (3)
month period *** for FTEs Services actually performed
shall be made quarterly beginning from the Effective Date (the "Payment
Quarter"), against DPI's invoice for such three (3) month period. For
each Payment Quarter *** , Pfizer shall pay DPI
*** *** . Total funding
*** , except in the case that DPI fails to provide the
*** as requested by Pfizer, for material breach of the
Agreement by DPI or in the event of termination of the Agreement by
Pfizer.
3.1.3 Pfizer will pay DPI within *** of receipt
by Pfizer of DPI's invoice for work actually performed during each
Payment Quarter. At the end of the 3rd and 4th Payment
*** , DPI and Pfizer will review the actual number of
FTEs invoiced to Pfizer for work performed during the previous Payment
Quarters and reconcile the amount due DPI against FTEs requested by
Pfizer through Protocol Services. If Pfizer requests the FTEs
*** and DPI fails, for any reason, to provide said FTEs,
Pfizer shall only be obligated to pay DPI for the number of FTEs
provided.
3.1.4 Each invoice must list the Pfizer Purchase Order number
for Services, the date that Services were requested by Pfizer, and the
relevant Pfizer project code. Invoices shall be submitted to Pfizer
within *** of the close of a Payment Quarter, or sooner,
as described below, in the event of termination. DPI's invoices shall be
sent to: Pfizer Global Research and Development, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, *** .
3.1.5 Within *** of each of the first (1st),
second (2nd) and third (3rd) anniversary of the Effective Date, Pfizer
shall pay DPI *** *** as established in
Section (3.1), which shall be credited against funding FTEs supporting
the Project Program in such Commitment Year.
3.1.6 Payment to DPI for each Payment Quarter shall be based on
the actual work in progress pursuant to the applicable Project Plan and
Protocol Services, provided,
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however, that the aggregate amount of funding payments for FTEs shall
not exceed an annual payment *** for ***
*** *** , based on ***
*** .
3.1.7 Payments by Pfizer to DPI for Protocol Services during
*** *** will be based on the Minimum
FTEs and FTE rate set forth in Section 3.1 unless otherwise recommended
by the Steering Committee, and approved by DPI and Pfizer, in such
*** and at an FTE rate as described in Section (3.1).
Payments shall be distributed over Payment Quarters essentially as
described in Sections (3.1.1) through (3.1.3), in amounts proportional
to the Minimum and Maximum FTE agreed to in a *** .
3.1.8 Each payment pursuant to this Agreement shall be paid by
Pfizer in U.S. currency by wire transfer in immediately available funds
to an account designated by DPI, or by other mutually acceptable means,
within *** after receipt and acceptance by Pfizer of the
invoice from DPI.
3.1.9 The parties agree as follows with respect to material
costs associated with the FTEs:
a) DPI will be responsible ***
*** ***
b) Specialty materials such as ***
*** ***
*** .
c) Common solvents and reagents will be ***
*** . This includes but is not limited to
the following common solvents ***
*** *** . Classified as
common reagents *** *** .
By way of examples, this includes but is not limited to
*** ***
*** *** .
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d) Common stationary phases for chromatography such as
*** ***
*** .
e) The cost of the Waste Disposal will ***
*** .
3.1.10 With respect to Section (3.1.9), DPI shall invoice Pfizer
for materials chargeable to Pfizer. Each invoice must list the Pfizer
Purchase Order number for Services, the date that Services were
requested by Pfizer, and the relevant Pfizer project code. Invoices
shall be submitted to Pfizer within *** of the close of
a Payment Quarter, or sooner, as described below, in the event of
termination. DPI's invoices shall be sent to: Pfizer Global Research and
Development, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
*** *** .
3.2 Funding of FTEs in the Event of Termination of Protocol Services.
3.2.1 Anytime after *** of the Effective Date,
Pfizer, in its sole, unfettered discretion, may give DPI
*** notice that it wishes to cease Protocol Services,
without cause. The "Protocol Termination Period" is the period beginning
on the day DPI is given notice of termination and ending
*** later. Within ***
*** of Pfizer's notice of termination to DPI, DPI shall
invoice Pfizer for outstanding payments due DPI, on a pro-rated basis,
for FTE Services rendered from the close of the previous quarter up to
the first day of the Protocol Termination Period.
3.2.2 The Protocol Termination Period will contain
*** Payment Periods and the first Payment Period shall
begin the first day of the Termination Period. Pfizer shall not be
obligated to pay for any FTE performing Protocol Services during the
Protocol Termination Period unless said FTE is approved in advance and
in writing by Pfizer.
3.2.3 At the conclusion of the Protocol Termination Period, DPI
and Pfizer will review the total number of FTEs charged to Pfizer during
the Commitment Year, in order to ascertain and discharge its obligation
to support the Minimum FTEs in Commitment Year, as described in Section
(3.1). During the Protocol Termination Period, Pfizer shall pay DPI for
Protocol Services requested by Pfizer, according to Section 3.1. Pfizer
shall request (and if no such request is made, shall pay for at a rate
of *** *** per FTE), the following
minimum Protocol Services during the Protocol Termination Period:
a) during the *** of the Protocol
Termination Period, *** of the then
Minimum FTE Commitment;
b) during the *** of the Protocol
Termination Period, *** of the
Minimum FTE Commitment; and,
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c) during the *** of the Protocol
Termination Period, *** of the
Minimum FTE Commitment (collectively the "Minimum
Termination FTEs").
DPI shall have no obligation to provide FTE Services in connection with the
Minimum Termination FTEs for which no request has been made.
3.2.4 If DPI fails to provide the requested FTE Services during
any Payment Period of the Protocol Termination Period, then Pfizer shall
only be required to pay for those FTE Services actually provided by DPI.
For the purpose of this Section, if the Protocol Termination Period
extends over a calendar year end, then the percentage of the Minimum FTE
Commitment will be based upon the Range of FTE Commitment identified for
such time period in the table set forth in Section 3.1 above. By way of
example, if the Protocol Termination Period begins on ***
***
***
***
***
***
3.2.5 For point of clarity if Pfizer terminates this Agreement
without cause, Pfizer shall be obligated to pay: (i) amounts due and
payable under one or more of Sections (3.1.2), (3.1.6) and (3.1.8), as
the case may be, prior to the Protocol Termination Period; and, (ii) the
amount payable for FTEs working at Pfizer's request and invoiced during
the Protocol Termination Period; and the difference between the Minimum
FTE Termination Amount and (ii) (for which DPI will not have any
obligation to provide FTEs).
4. PAYMENT FOR PRODUCTION OF COMPOUND LIBRARIES
4.1 Pfizer agrees to pay DPI for Compound Libraries prepared and
delivered to Pfizer, according to Compound Protocols and the Annual Project
Plan. Pfizer agrees to pay DPI for the "Minimum Number of Compounds", as
described in the chart below, during a Commitment Year, provided, however, that
DPI delivers Compounds to Pfizer within *** days of synthesis
and agrees to use reasonable efforts to make additional Compounds, at least up
to the "Maximum Number of Compounds", as described in the chart below, according
to the following table:
***
***
***
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The Parties agree that the Minimum Number of Compounds during each of
*** *** is subject to the approval of both
Pfizer and DPI *** in advance of such *** .
4.1.1 The parties agree that the production and purification of
Compounds with the criteria set forth in Schedule 4.1 affixed hereto
shall be calculated *** *** , in
accordance with the table below:
Number of Compounds Produced Cost per Compound
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First *** Compounds ***
--------------------------------------------------------
Compounds *** ***
--------------------------------------------------------
Compounds *** ***
--------------------------------------------------------
Compounds *** ***
--------------------------------------------------------
Compounds *** and above ***
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For point of clarity, the calculated cost, based on the table in Section 4.1.1,
to produce *** Compounds is ***
*** . The calculated cost to produce ***
Compounds is *** *** .
On an individual library basis, following endorsement by the Steering Committee,
and approval by DPI and Pfizer, the parties may agree to a rate different from
that set forth above.
4.1.2 Pfizer shall provide DPI with sufficient Protocols meeting
the criteria set forth in Schedule 4.1 necessary to produce at least the
Minimum Number of Compounds for the respective Commitment Year, on a
schedule set forth in the Annual Project Plan or as modified by the
parties.
4.1.3 If Pfizer fails to deliver such Protocols necessary for
production of the Minimum Number of Compounds or fails to request
production of the Minimum Number of Compounds, then Pfizer agrees to pay
DPI *** for each such Compound for which a Protocol was
not made available by Pfizer or not requested by Pfizer, up to a total
amount of *** in *** and total amounts
of *** , or such other amount in ***
upon the agreed Minimum Number of Compounds multiplied by
*** ; provided, however, that Pfizer does not give DPI
notice of termination anytime after *** of the Effective
Date, per Section (4.2).
By example, if during *** , Pfizer only provides Protocols
sufficient to produce *** Compounds or only requests
*** Compounds (or a combination thereof), in addition to
payments due DPI for the production of Tangible Libraries,
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Pfizer will pay DPI *** (being *** Compounds
short of the Minimum Number of Compounds x *** per Compound).
4.1.4 Subject to the criteria set forth in Schedule 4.1, if
sufficient Protocols are provided by Pfizer to DPI on the schedule set
forth in the Annual Project Plan and Pfizer requests the production and
purification of such Compounds, and DPI fails to produce and purify all
or part of such Compounds then Pfizer's payment obligation for the
Minimum Number of Compounds shall be reduced on a one-for-one basis
pursuant to the number of Compounds that Pfizer so requested. Further,
subject to the criteria set forth in Schedule 4.1, if Pfizer delivers
Compound Protocols to DPI, requesting the production of Tangible
Libraries whose number of compounds would, if made, collectively meet or
exceed the Minimum Number of Compounds, and DPI fails to produce the
Minimum Compounds from such Tangible Libraries within a Commitment Year,
Pfizer will have been deemed to have met its obligation for requesting
the Minimum Number of Compounds for said Commitment Year.
4.1.5 Within *** of the Effective Date, Pfizer
shall pay DPI *** *** , which shall be
credited against DPI invoices to produce Compounds during
*** , as described in Section (4.1.1). Pfizer shall also
make four (4) minimum payments of ***
*** at the end of each Payment Quarter during
*** , credited against DPI invoices for Compounds
actually produced. Payments described in Section 4.1.3 are
non-refundable, except in the case of material breach of the Agreement
by DPI or in the event of termination of the Agreement by Pfizer, as
further described in Section 4.2
4.1.6 All payments by Pfizer during *** to
produce Compounds shall be made quarterly beginning from the Effective
Date (the "Payment Quarter"), to DPI during any three (3) month period,
against DPI's invoice for such three (3) month period. Payments due DPI
shall be calculated according to Sections (4.1.1) and (4.1.2) and DPI's
invoice shall be submitted to Pfizer any time on or after the last day
of the Payment Quarter. Pfizer will pay DPI within ***
of receipt by Pfizer of DPI's invoice. Each invoice must list the Pfizer
Purchase Order number for Services, the date that Services were
requested by Pfizer, and the relevant Pfizer project code. Invoices
shall be submitted to Pfizer *** of the close of a
Payment Quarter. DPI's invoices shall be sent to: Pfizer Global Research
and Development, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
*** .
4.1.7 Within *** of the *** of
the Effective Date, Pfizer shall pay DPI *** , which
shall be credited against *** , the amount guaranteed
DPI to produce the Minimum Number of Compounds *** .
Pfizer shall also make a minimum payment of ***
*** at the end of each Payment Quarter
*** , credited against DPI invoices for Compounds
actually produced. Payments described in
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Section 4.1.5 are non-refundable, except in the case of material breach
of the Agreement by DPI or in the event of termination of the Agreement
by Pfizer, as further described in Section 4.2.
4.1.8 All payments by Pfizer during *** for
production of Compounds shall be made as described in Sections (4.1.1)
and (4.1.2).
4.1.9 All payments by Pfizer during *** for
production of Compounds shall be made in accordance with the Annual
Project Plan, to be prepared and approved by the Steering Committee one
(1) quarter *** *** of the Effective
Date, respectively, and as described in Sections (4.1.1), (4.1.2) and,
(4.1.7).
4.2 Payment for Compounds in the Event of Termination of Compound
Services.
4.2.1 Anytime after the *** of the Effective
Date, Pfizer, in its sole, unfettered discretion, may give DPI
*** notice that it wishes to terminate Services for
Compound Protocols, without cause. The "Compound Termination Period" is
the period beginning with or on the day DPI is given notice of
termination and ending *** . Within ***
of Pfizer's notice of termination, DPI shall invoice Pfizer for
outstanding payments due DPI for Compound Libraries actually produced in
the time period between the close of the previous quarter up to the
first day of the Compound Termination Period.
4.2.2 The Compound Termination Period will contain
*** Payment Periods and the first Payment Period shall
begin the first day of the Compound Termination Period. During the
Compound Termination Period, Pfizer shall pay DPI for Compounds produced
as requested by Pfizer. Pfizer shall not be obligated to pay for
Compounds produced during the Compound Termination Period in excess of
such year's Minimum Number of Compounds unless said Compound production
is approved in advance and in writing by Pfizer.
4.2.3 At the conclusion of the Compound Termination Period, DPI
and Pfizer will review the total number of Compounds produced during the
Commitment Year, in order to ascertain and discharge its obligation to
support the production of a Minimum Number of Compounds, as described in
Section (4.1). Pfizer shall pay DPI ***
*** per compound for each Compound less than the Minimum
Number of Compounds for such Commitment Year as has been actually
produced. This payment shall be calculated according to the following
mathematical formula:
***
***
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4.2.4 If the Compound Termination Period extends over the end of
a calendar year, then the pro-rata portion of the Minimum Number of
Compounds for the next Commitment Year shall be included in the
determination of the Minimum Compounds.
For greater certainty, if Pfizer terminates this Agreement without cause, Pfizer
shall be obligated to pay *** per Compound for each Compound
shortfall of the Minimum Number of Compounds for such Commitment Year. For
example, if the notice to terminate the Agreement is given anytime during
*** prior to *** , for example, and DPI delivers
to Pfizer *** Compounds then Pfizer shall be obligated to pay
DPI in addition to any amounts payable under Section 4.1, ***
*** x *** per Compound).
If however, the notice of termination was given *** , then the
Minimum Number of Compounds for such calculation would be deemed to be
*** *** and the Compounds delivered by DPI to
Pfizer would be calculated from the beginning of *** to the end
of the Compound Termination Period *** .
5. RECORDS.
5.1 DPI shall keep for *** from the conclusion of each
Commitment Year complete and accurate records of its expenditures of efforts
from payments received by it from Pfizer under Sections 3 and 4. The records
shall conform to good accounting principles as applied to a similar company
similarly situated. Pfizer shall have the right at its own expense during the
term of this Agreement and during the subsequent *** to appoint
an independent certified public accountant reasonably acceptable to DPI to
inspect said records with respect to the FTE Services provided by DPI to Pfizer
to verify the accuracy of such expenditures of efforts, pursuant to each Project
Plan. Upon reasonable notice by Pfizer, DPI shall make its records available for
inspection by the independent certified public accountant during regular
business hours at the place or places where such records are customarily kept,
to verify the accuracy of the expenditures of efforts. This right of inspection
shall not be exercised more than once in any calendar year and not more than
once with respect to records covering any specific period of time. All
information concerning such expenditures of efforts, and all information learned
in the course of any audit or inspection, shall be deemed to be DPI Confidential
Information, except to the extent that it is necessary for Pfizer to reveal the
information in order to enforce any rights it may have pursuant to this
Agreement or if disclosure is required by law. The failure of Pfizer to request
verification of any expenditure of efforts before or during the
*** shall be considered acceptance by Pfizer of the accuracy of
such expenditures of efforts, and DPI shall have no obligation to maintain any
records pertaining to such report or statement beyond such *** .
The findings of such inspection, if any, shall be binding on the parties.
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6. PROJECT PROGRAM.
6.1 Purpose. DPI and Pfizer shall conduct the Project Program throughout
the Agreement Period in accordance with each Annual Project Plan.
6.2 Project Plan. Each new Annual Project Plan shall be prepared by the
Steering Committee, and approved by both DPI and Pfizer, ***
prior to the beginning of a Commitment Year, and appended to Exhibit A and made
part of this Agreement. The Project Plan for *** has been
approved by DPI and Pfizer, and is attached as Exhibit A.
6.3 Steering Committee. Pfizer and DPI shall establish a Steering
Committee (the "Steering Committee") within five (5) days of the Effective Date,
to direct the Project Program and to perform the following duties:
a) Prepare each Annual Project Plan and any amendments;
b) Review and evaluate progress under each Project Plan and
report to Pfizer the progress under the Project Program,
Project Plans, Compound Services and Protocol Services;
c) Coordinate and monitor activities and staffing;
d) Approve Technology transfers between parties;
e) Review proposed publications;
f) Establish and agree upon the cost to produce and purify a
Tangible Library based on the associated Protocol, pending
final approval of DPI and Pfizer.
6.4 Membership. Pfizer and DPI each shall appoint, in its sole
discretion, four (4) members to the Steering Committee. Substitutes may be
appointed at any time.
The members initially shall be:
Pfizer Appointees: ***
***
***
***
DPI Appointees: ***
***
***
***
6.5 Chair. The Steering Committee shall be chaired by two
co-chairpersons, one appointed by Pfizer and the other appointed by DPI. The
Pfizer co-chairperson shall initially be *** . The DPI
co-chairperson shall initially be *** . Pfizer, acting
reasonably, shall have the right to approve the selection of the DPI
co-chairperson if *** is unable, for whatever reason, to perform
as co-chairperson.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
14
6.6 Meetings.
6.6.1 The Steering Committee shall meet at least quarterly, at
places selected by each party in turn and on dates mutually agreed by
the parties. The first meeting of the Steering Committee, to be held
within ten (10) days of the Effective Date, will cover the following:
Confirmation of Production Goals, Project Plan, meeting schedules,
minutes, reports, contact points. Representatives of Pfizer or DPI or
both, in addition to members of the Steering Committee, may attend such
meetings at the invitation and expense of that party.
6.6.2 In addition, the Steering Committee shall appoint a single
contact at DPI and Pfizer ("the Research Contacts") to communicate on
behalf of the Steering Committee on a weekly basis. All communication
pertaining to Compound Services and Protocol Services shall be the sole
responsibility of the Steering Committee or the Research Contacts. The
Research Contacts shall hold weekly telephone meetings beginning within
(5) days of the Effective Date, and prepare brief minutes of their
discussions for distribution to the Steering Committee for review and
approval within three (3) days of such meeting. Pfizer Research Contact
shall be responsible for preparing the minutes.
6.7 Minutes. Minutes will be written promptly after the Steering
Committee meetings and distributed for review and approval by the
co-chairpersons.
6.8 Decisions. All decisions of the Steering Committee shall be made by
a unanimous affirmative vote. Notwithstanding the foregoing or any other
provision of this Agreement, Project Plans may only be amended as mutually
agreed by the Steering Committee and approved by Pfizer and DPI.
6.10 Expenses. Pfizer and DPI shall each bear all expenses, including
reasonable travel, related to the participation of their respective members of
the Steering Committee, respectively.
7. REPORTS AND MATERIALS.
7.1 Reports. During the Agreement Period, DPI shall furnish to the
Steering Committee summary written reports within fifteen (15) days after the
end of each quarterly stage of the Project Plan, commencing on the Effective
Date, describing the progress under the Project Plan.
7.2 Materials.
7.2.1 DPI and Pfizer shall, during the Agreement Period, as a
matter of course as described in the Project Plan, or upon written or
oral request, furnish to each other samples of synthetic chemical
materials which are part of Pfizer Technology, DPI
15
Technology or Program Technology and which are necessary for each party
to carry out its responsibilities under the Project Plan.
7.2.2 DPI agrees to provide Compounds and Compound Libraries,
and any materials requested by Pfizer that pertain to Compound Services
and Protocol Services as the materials become available or at the end of
each Payment Quarter. Materials shall be delivered to
*** , in a format agreed upon by the Steering Committee.
DPI shall be responsible for the cost to ship materials to Pfizer's ▇▇▇
Arbor research facility.
8. LABORATORY FACILITIES and PERSONNEL.
8.1 DPI shall provide suitable laboratory facilities, equipment and
personnel for the work to be done by DPI in carrying out the Project Program.
9. DILIGENT EFFORTS.
9.1 Pfizer and DPI each shall use reasonably diligent efforts to achieve
the objectives of the Project Program. DPI will use reasonably diligent efforts
to achieve the objectives listed in the Project Plan and Pfizer will use
reasonably diligent efforts to assist DPI in each Project Plan.
10. KEY INVESTIGATOR.
10.1 During the Agreement Period, *** , or some other
nominee of DPI, acceptable to Pfizer acting reasonably, ("Key Investigator")
shall commit *** *** of his time each week to
the Project Program. Promptly after execution of this Agreement, DPI shall
develop and submit a succession plan for the Key Investigator by named
individuals. Following approval by the Steering Committee, DPI shall implement
such plan and during the Agreement Period shall use commercially reasonable
efforts to maintain it by all necessary hiring and internal development
programs.
11. TREATMENT OF CONFIDENTIAL INFORMATION
11.1 Confidentiality. Subject to Section (14), DPI and Pfizer agree that
during the Agreement Period, and for ten (10) years thereafter, it will keep
confidential, and will cause its Affiliates, employees, consultants, agents and
sublicensees to keep confidential, all Confidential Information that is
disclosed to it, or to any of its Affiliates, employees, consultants, agents or
sub licensees by the other party pursuant to this Agreement. Each party shall
take such action, and shall cause its Affiliates, employees, consultants, agents
and sub licensees to take such action, to preserve the confidentiality of each
other's Confidential Information as it would customarily take to preserve the
confidentiality of its own Confidential Information. Neither party nor any of
its respective Affiliates, agents or sub licensees shall use the other party's
Confidential Information except as expressly permitted in this Agreement.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
16
11.1.1 For the purposes of this Section 11, Program Technology
shall be deemed to be Pfizer Confidential Information.
11.1.2 Pfizer and DPI each agree that any disclosure of the
other's Confidential Information to any officer, employee or agent of
the other party or of any of its Affiliates shall be made only if and to
the extent necessary to carry out its responsibilities under this
Agreement. Pfizer and DPI each agree not to disclose the other's
Confidential Information to any third parties under any circumstance
without written permission from the other party; provided however that
DPI may disclose certain Pfizer Confidential Information on as-needed
basis to its network of third party sub-contractors engaged in the
Project Program.
11.1.3 Each party, upon the other's request, will return all the
Confidential Information disclosed to it by the other party pursuant to
this Agreement, including all copies and extracts of documents, within
sixty (60) days of the request upon the termination of this Agreement
except for one (1) copy which may be kept for the purpose of complying
with continuing obligations under this Agreement.
12. PUBLICATION.
12.1 Not withstanding any matter set forth with particularity in this
Agreement to the contrary, results obtained in the course of the Project Program
shall not be published by DPI. Pfizer shall be permitted to publish results
obtained in the course of the Project Program. With respect to DPI, exceptions
to this no publication rule may be made on an individual basis. The Steering
Committee shall consider any requests by DPI for publication at quarterly
meetings. Publications recommended by the Steering Committee shall be subject to
final approval by DPI and Pfizer. Final written approval or disapproval shall be
provided within thirty (30) days of the Steering Committee recommendation.
13. PUBLICITY.
13.1 Except as required by law, and except for a mutually approved press
release to be issued upon the signing of this Agreement, neither party may
disclose the terms of this Agreement nor the research described in it without
the written consent of the other party, which consent shall not be unreasonably
withheld; provided, however, that DPI may disclose the terms, or provide copies,
of this Agreement as necessary in the normal course of business to bankers,
investors and others in order to obtain financing.
14. PERMITTED DISCLOSURE.
14.1 Disclosure Required by Law. If either party is requested to
disclose the Confidential Information in connection with a legal or
administrative proceeding or is otherwise required by law to disclose the other
party's Confidential Information, such party will give the other party prompt
notice of such request. The party to whom such Confidential information belongs
may seek an appropriate protective order or other remedy or waive compliance
with the provisions of this Agreement. If such party seeks a protective order or
other remedy, the other
17
party will cooperate. If such party fails to obtain a protective order or waive
compliance with the relevant provisions of this Agreement, the other party will
disclose only that portion of Confidential Information, which its legal counsel
determines it is required to disclose.
14.2 Disclosure of Inventions. Each party shall promptly inform the
other about all inventions within the Program Technology that are made in the
course of carrying out the Project Program by employees of, or consultants to,
either of them solely, or jointly with employees of, or consultants to the
other.
15. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS.
15.1 Ownership. *** ***
*** *** .
15.2 Intellectual Property. Subject to Section 15.1 and 15.3.2,
*** *** ***
*** *** .
15.3 *** .
15.3.1 *** ***
*** *** .
15.3.2 *** ***
*** *** .
16. PROVISIONS CONCERNING THE FILING, PROSECUTION AND MAINTENANCE OF PATENTS
RIGHTS.
16.1 DPI shall be solely responsible for ***
*** . Pfizer shall be solely responsible
*** *** .
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
18
16.2 DPI agrees to prepare and complete, ***
*** *** respect to Program
Technology *** . DPI shall, if deemed necessary
or desirable by Pfizer, *** *** .
16.3 DPI shall notify Pfizer in a timely manner of any new
*** *** ***
Program Technology. Thereafter, Pfizer shall have the option, at
its expense, of *** *** , or all
of these.
16.4 DPI agrees to complete, *** ***
*** *** or both. DPI shall, if
deemed necessary *** , on the same terms,
*** *** from such Services. DPI
hereby *** *** .
17. ACQUISITION OF RIGHTS FROM THIRD PARTIES.
17.1 During the Agreement Period, DPI and Pfizer shall each promptly
notify each other of any appropriate opportunities to acquire in any manner from
third parties, technology or patents or information, which it elects to use in
the course of performing the Project Program. DPI and Pfizer shall decide if
such rights should be acquired in connection with the Project Program and, if
so, whether by DPI, Pfizer or both, it being understood that nothing herein
shall obligate either party to obtain such rights or, if it does acquire such
rights, to make such rights available for use in the Project Program. If
acquired such rights shall become part of the Confidential Information,
Technology or Patent Rights, whichever is appropriate, of the acquiring party or
Program Technology, as the case may be.
18. TERM, TERMINATION AND DISENGAGEMENT.
18.1 Term. Unless sooner terminated, as provided below or extended, by
mutual agreement of the parties, this Agreement shall expire on the
*** anniversary of the Effective Date.
18.2 Events of Termination. The following events shall constitute events
of termination for cause ("Events of Termination"):
a) if any representation, warranty or covenant by DPI or Pfizer
in Sections 19 and 20 of this Agreement shall prove to have been
incorrect in any material respect when made; DPI or Pfizer shall fail in
any term, covenant or understanding contained in this
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
19
Agreement or in any of Exhibits attached to it, and any such failure
shall remain unremedied for thirty (30) days after written notice to the
failing party.
b) In the event of the sale, merger, or acquisition or transfer
of all or substantially all of the assets of DPI by a third party during
the term of this Agreement, DPI must notify Pfizer within
*** of closing of such acquisition. Pfizer shall have
the right to terminate the Agreement immediately upon written notice to
DPI, provided that such right will be exercised within
*** following such notification by DPI, and Pfizer will
only be obligated to pay for Compound Services and Protocol Services
delivered after termination, that were under production prior to
termination but Pfizer shall not be responsible for funding Protocol
Services and Compound Services or obligated to meet Minimum FTE support
or Minimum Compound production for a Commitment Year following
termination. Any licenses granted under Section 15 shall survive any
such termination under this Section 18.1.
18.3 Termination. Upon an Event of Termination the party not responsible
may, by *** advance written notice to the other party, terminate
this Agreement. If Pfizer terminated, DPI shall deliver all Compound Services
and Protocol Services in production as of such date.
18.3.1 This Agreement shall terminate *** after
the latter of the expiration of both a Protocol Termination Period and a
Compound Termination Period.
18.3.2 Termination of this Agreement for any reason shall be
without prejudice to the rights and obligations of the parties provided
in Sections (5), (11), (15), (16), (18), (21) and any other Sections
which provide by terms performance by either party subsequent to
termination including without limitation DPI's right to receive all
payments accrued hereunder up to the date of termination; or any other
remedies which either party may otherwise have.
19. REPRESENTATIONS AND WARRANTIES.
Each of DPI and Pfizer represents and warrants to the other as follows:
19.1 It is a corporation duly organised, validly existing and is in good
standing under the laws of its jurisdiction of incorporation or formation, is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which the conduct of its business or the ownership of its
properties requires such qualification; and it has all requisite power and
authority, corporate or otherwise, to conduct its business as now being
conducted, to own, lease and operate its properties and to execute, deliver and
perform this Agreement.
19.2 The execution, delivery and performance by it of this Agreement
have been duly authorized by all necessary corporate action and do not and will
not (a) require any consent or approval of its stockholders beyond the approvals
already obtained, (b) violate any provision of any law, rule, regulations,
order, writ, judgment, injunction, decree, determination or award presently in
effect having applicability to it or any provision of its certificate of
incorporation or
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
20
by-laws or (c) result in a breach of or constitute a default under any material
agreement, mortgage, lease, license, permit or other instrument or obligation to
which it is a party or by which it or its properties may be bound or affected.
19.3 This Agreement is a legal, valid and binding obligation of it
enforceable against it in accordance with its terms and conditions, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws, from time to time in effect,
affecting creditor's rights generally.
19.4 It is not under any obligation to any person, or entity,
contractual or otherwise, that is conflicting or inconsistent in any respect
with the terms of this Agreement or that would impede the diligent and complete
fulfilment of its obligations.
19.5 It has good and marketable title to or valid leases or licenses
for, all of its properties, rights and assets necessary for the fulfilment of
its responsibilities under the Project Program, subject to no claim of any third
party other than any relevant lessors or licensors.
20. CONVENANTS OF DPI AND PFIZER OTHER THAN REPORTING REQUIREMENTS.
Throughout the Agreement Period, each of DPI and Pfizer shall:
20.1 maintain and preserve its corporate existence, rights, franchises
and privileges in the jurisdiction of its incorporation or formation, and
qualify and remain qualified as a foreign corporation in good standing in each
jurisdiction in which such qualification is from time to time necessary or
desirable in view of their business and operations or the ownership of their
properties.
20.2 comply in all material respects with the requirements of all
applicable laws, rules, regulations and orders of any government authority to
the extent necessary to conduct the Project Program, except for those laws,
rules, regulations, and orders it may be contesting in good faith.
21. DISCLAIMER AND WARRANTIES.
21.1 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTION (19), DPI MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY
KIND, EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION
ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY RESULTS BASED UPON RELIANCE THEREON, OR
OTHERWISE, OR THAT THE PROTOCOLS AND/OR COMPOUNDS DELIVERED PURSUANT HERETO OR
THAT ANY PROCESS, PROTOCOL OR COMPOUND DERIVED THEREFROM WILL NOT INFRINGE ANY
PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
21
22. INDEMNIFICATION.
22.1 Pfizer and DPI will indemnify, defend and hold each other harmless
for any and all damages, settlements, costs, legal fees and other expenses
incurred in connection with a claim by a third party against either party based
on any action or omission of the indemnifying party's agents, employees, or
officers related to its obligations under this Agreement; provided, however,
that the foregoing shall not apply (i) if the claim is found to be based upon
the gross negligence, recklessness or willful misconduct of the party seeking
indemnification; or (ii) if such party fails to give the other party prompt
notice of any claim it receives and such failure materially prejudices the other
party with respect to any claim or action to which its obligation pursuant to
this Section applies. If either party is obligated to indemnify the other party,
then the indemnifying party shall in its sole discretion, choose legal counsel,
control the defense of such claim or action and settle the same on such terms
and conditions it deems advisable, except that it may not settle a claim or
action under this Section 11 without the consent of the indemnified party if
such settlement would impose any monetary obligations on such indemnified party
or require such indemnified party to submit to an injunction or otherwise limit
its Affiliates, employees, agents, officers or directors. Except as expressly
set forth in this Agreement, Neither party guarantees the safety or usefulness
of any Compound Services and Protocol Services or other chemical compounds
provided under this Agreement.
23. NOTICES.
23.1 All notices shall be in writing mailed via certified mail, return
receipt requested, courier, or facsimile transmission addressed as follow, or to
such other address as may be designated from time to time:
If to Pfizer: Pfizer Global Research and Development
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Vice President of Strategic Operations
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Copy to: Assistant General Counsel PGRD
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to DPI: Discovery Partners International
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Fax [ 858] ▇▇▇-▇▇▇▇
Copy to: Chief Financial Officer
Fax: [858] ▇▇▇-▇▇▇▇
Notices shall be deemed given as of the date received at the above-specified
address.
22
25. GOVERNING LAW.
25.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
26. MISCELLANEOUS.
26.1 This Agreement shall be binding upon and inure to the benefit of
the parties and their respective legal representatives, successors and permitted
assigns.
26.2 Headings. Paragraph headings are inserted for convenience of
reference only and do not form a part of this Agreement.
26.3 This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original. Signatures may be
transmitted via facsimile, thereby constituting the valid signature and delivery
of this Agreement.
26.4 Amendment Waiver. This Agreement may be amended, modified,
superseded or cancelled, and any of the terms may be waived, only by a written
instrument executed by each party or, in the case of waiver, by the party or
parties waiving compliance. The delay or failure of any party at any time or
times to require performance of any provisions shall in no manner affect the
rights at a later time to enforce the same. No waiver by any party of any
condition or of the breach of any term contained in this Agreement, whether by
conduct, or otherwise, in any one or more instances, shall be deemed to be, or
considered as, a further or continuing waiver of any such condition or of the
breach of such term or any other term of this Agreement.
26.5 No Third Party Beneficiaries. No third party including any employee
of any party to this Agreement, shall have or acquire any rights by reason of
this Agreement. Nothing contained in this Agreement shall be deemed to
constitute the parties partners with each other or any third party.
26.6 The parties acknowledge and agree that DPI shall cause its
subsidiary, ChemRx Advanced Technologies, Inc., to perform DPI's obligations
under this Agreement.
26.7 Entire Agreement. This Agreement is the sole agreement with respect
to the subject matter and supersedes all other agreements and understandings,
including, but not limited to, the agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Company and
DPI dated September 28, 2001 (the "Warner Agreement"), between the parties with
respect to the same. The Warner Agreement shall terminate on the Effective Date
without penalty to either party.
26.8 Assignment and Successors. Subject to the terms and condition of
Section (18.2b), this Agreement may not be assigned by either party without the
prior written consent of the other, except that Pfizer may assign this Agreement
and the rights and interests of such party, in whole or in part, to any of its
Affiliates, any purchaser of all or substantially all of its assets or to any
successor corporation resulting from any merger or consolidation of such party
with or into such corporations.
23
26.9 Neither Pfizer nor DPI 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 Pfizer or DPI.
26.10 If any provision of this Agreement is or becomes invalid or is
ruled invalid by any court of competent jurisdiction or is deemed unenforceable,
it is the intention of the parties that the remainder of the Agreement shall not
be affected so long as the essential benefits of this Agreement remain
enforceable and obtainable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
Agreed: Pfizer Agreed: Discovery Partners
International
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------- ---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President, Title: Chairman and CEO
Pfizer Inc
Date: December 19, 2001 Date: December 19, 2001
24
Pfizer Confidential EXHIBIT A
TABLE OF CONTENTS
Executive Summary
Collaboration Plan
Design, Research and Development
Production
Collaboration Goals and Deliverables
Collaboration Management
Steering Committee
Staffing and Cost Estimates
Design, Research and Development
ChemRx Infrastructure Obligations
Documentation Responsibility
Exhibit B (To be appended as Protocols from time to time)
Appendix I -- Example Form for "Request for Services" for Compound Services and
for Protocol Services (Exhibit C)
EXECUTIVE SUMMARY
Pfizer and DPI have entered into an arrangement for protocol development and
compound production by DPI's subsidiary, ChemRx. The objective of the
collaboration is to *** *** . Further it is
proposed that the *** *** *** .
Within the confines of these mutually agreed virtual libraries, ChemRx will
provide FTEs to develop library synthesis protocols including analytical
support. Subsequently, ChemRx will also provide FTEs and raw materials to
produce real libraries of compounds according to Pfizer's specifications.
*** *** .
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
25
COLLABORATION PLAN
The four components required to produce large numbers of compounds through
combinatorial technology are library design, protocol development, library
production, and library purification.
Design, Research and Development
ChemRx is fully versed in the computer-assisted evaluation of molecular
diversity and drug like properties of virtual libraries. From a design
standpoint, Pfizer's input will be in two major areas. First, Pfizer will
provide ChemRx with *** . Second, Pfizer's chemistry community
will provide *** *** . ChemRx will search its
database of libraries produced to date to ensure ***
*** *** *** . It will be
ChemRx's responsibility to develop feasible combinatorial synthesis methods and
to select *** used in each library, with advice and review by
Pfizer scientists. Ideas for which ChemRx is ***
*** .
PRODUCTION
Upon delivery of a production-ready library protocol to Pfizer, Pfizer will
determine *** *** ***
*** . It will be ChemRx's responsibility to synthesize
*** , synthesize the library, *** each compound,
and format the pure compounds for registration into the Pfizer collection. On
agreement of the Parties, *** ***
*** . In addition to the physical delivery of compounds, ChemRx
will provide Pfizer with analytical data for the library compounds and a final
written production protocol within *** of delivering the Library
of Compounds to Pfizer
COLLABORATION GOALS AND DELIVERABLES
The goal of the collaboration is to *** ***
*** . Furthermore, each of the compounds so produced will
consist of a *** .
The Compounds will *** *** . Pfizer shall
provide ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
26
*** . The selection of *** will be controlled to
ensure a *** within the library. The current target for quantity
of each compound is *** with *** being the
minimum.
For each library project there will be two sets of deliverables. The first set
will be related to activities of the design, research and development phase.
Included are a validated synthetic protocol and any compounds produced in pilot
libraries. The second deliverables set will be related to activities of the
production phase. Included are libraries of purified compounds, analytical data
describing identity and purity for the compounds, data describing compound
structures and plate locations, and a final production protocol specifying both
synthetic and purification methods used in large scale production.
A graphical description of the anticipated division of responsibilities and
deliverables of the collaboration is provided below.
***
***
***
COLLABORATION MANAGEMENT
STEERING COMMITTEE
The Steering Committee for this collaboration will have representatives from
ChemRx and Pfizer. These meetings will serve both to ***
*** , to plan for *** *** , and
to *** . Key issues will be ***
*** *** *** . Most importantly,
the Steering Committee may choose to change the *** .
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
27
CHEMRX INFRASTRUCTURE OBLIGATIONS
ChemRx will provide and maintain the necessary infrastructure to allow all
collaboration activities to be carried out within its facilities. This includes
safety, purchasing, scientific record keeping, IT resources, stockrooms,
laboratory space, automation, analytical instrumentation, chromatography
equipment, etc. None of the work will be subcontracted with the exception of
waste disposal and routine analytical chemistry functions such as elemental
analysis and optical rotation.
DOCUMENTATION RESPONSIBILITY
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
28
EXHIBIT A *** CONFIDENTIAL
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
29
*** CONFIDENTIAL SCHEDULE 4.1
CRITERIA FOR LIBRARY PRODUCTION
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
30
Appendix I EXHIBIT C
FACSIMILE
Request for Services (Protocol Services)
***
***
To: ***
Location: ChemRx Advanced Technologies
***
From: ***
***
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
31
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
32
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
33
Appendix I
EXHIBIT C
Request for Services (Compound Services)
FACSIMILE
***
***
To: ***
Location: ChemRx Advanced Technologies
***
From:
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
34
PFIZER FILE ENRICHMENT
General Requirements
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
