TECHNOLOGY ACQUISITION AGREEMENT
This TECHNOLOGY ACQUISITION AGREEMENT is entered into as of June 15, 1999 by and
between PFIZER INC, a Delaware corporation, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and its Affiliates ("Pfizer"), and NEUROGEN
CORPORATION, a Delaware corporation, having an office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its Affiliates ("Neurogen").
WHEREAS, Neurogen has developed a technology known as Accelerated Intelligent
Drug Design ("AIDD") which integrates biological assays, chemical synthesis and
computational analysis and is generally useful in pharmaceutical drug discovery;
WHEREAS, Pfizer seeks to collaborate with Neurogen on the transfer of AIDD
technology to Pfizer and further development of AIDD technology;
WHEREAS, Pfizer seeks to obtain a nonexclusive license to trade secrets and
copyrights to AIDD technology, including the technology described in Exhibit A,
which is attached to and made a part of this Agreement; and
WHEREAS, Neurogen is willing to enter into a technology collaboration with
Pfizer to transfer AIDD technology, to grant such license and to further develop
AIDD technology.
NOW, THEREFORE, the parties agree as follows:
1. Definitions
Whenever used in this Agreement, the terms defined in this Section 1 shall have
the meanings specified.
1.1 "Acceptance Testing"
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1.2 "Affiliate" means any corporation or other legal entity "controlled,"
"controlling," or "under common control with," another corporation or legal
entity, where "control" means ownership, directly or indirectly, of fifty
percent (50%) or more of the voting capital shares or similar voting securities
of the other entity.
1.3 "AIDD Software" means existing computer programs developed by Neurogen
for use in System, and Improvements to it.
1.4 "AIDD Unit" means an assembled unit of Components in a single
operational System unit as further described, attached to and made part of this
Agreement as Exhibit C.
1.5 "CAN" means the Pfizer-documented event within a Program in which, in
Pfizer's sole unfettered discretion, a Compound is recognized as a candidate for
drug development.
1.6 "Collaboration Plan" means the written plan adopted by the parties
prior to the execution of this Agreement and amended from time to time, by both
parties, to describe activities to be carried out by them pursuant to this
Agreement. The initial Collaboration Plan is attached to and made part of this
Agreement as Exhibit D.
1.7 "Collaboration Program" means the technology transfer and technology
development program contemplated in this Agreement to be conducted by Pfizer and
Neurogen pursuant to the Collaboration Plan.
1.8 "Components" mean the equipment described in Exhibit C forming an AIDD
Unit.
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1.9 "Compound" means an active compound whose chemical lineage and
structure; (a) can, by using the Tracking System, be traced to a specific
Program; and (b) falls within a claim in a pending patent application or issued
patent owned by or licensed to Pfizer.
1.10 "Contract Period" means the period beginning on the Effective Date and
ending on the date on which this Agreement terminates.
1.11 "Effective Date" means June 15, 1999.
1.12 "Islands" means the set of algorithms developed by Neurogen which;
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1.13 "Neurogen Confidential Information" means all information about any
element of the Neurogen Technology which is disclosed by Neurogen to Pfizer and
designated "Confidential" in writing by Neurogen at the time of disclosure to
Pfizer or within thirty (30) days following disclosure to the extent that such
information is not (i) known to Pfizer as of the date of disclosure to Pfizer
other than by virtue of a prior confidential disclosure to Pfizer by Neurogen;
or (ii) disclosed in published literature, or otherwise generally known to the
public through no fault or omission of Pfizer; or (iii) obtained from a third
party free from any obligation of confidentiality to Neurogen.
1.14 "Neurogen Technology"
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1.15 "Improvements"
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1.16 "Patent Rights and Copyrights" shall mean all patent rights and
copyrights in and to inventions and individual works of authorship,
respectively, within Neurogen Technology or Pfizer Technology including issued
patents and pending patent applications whether domestic or foreign, including
all substitutions, continuations, continuations-in-part, divisions and renewals,
and letters patent granted thereon, and all reissues, re-examinations and
extensions thereof.
1.17 "Pfizer Confidential Information"
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1.18 "Pfizer Technology" means Pfizer technology developed by or for Pfizer
alone or jointly with third parties (other than Neurogen) prior to the Effective
Date or during the Contract Period, including but not limited to biological
data, computational chemistry software, ADME-toxicity technology, analytical and
synthetic chemistry protocols, chemical fragments, and HTS and uHTS methods for
chemistry and screening.
1.19 "Program"
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1.20 "Project II"
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1.21 "Sites"
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1.22 "System"
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1.23 "Tracking System"
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2. Collaboration Program
2.1 Purpose. Neurogen and Pfizer shall conduct the Collaboration Program
throughout the Contract Period. The objectives of the Collaboration Program are
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2.2 Collaboration Plan. The initial Collaboration Plan is described in,
attached to and made part of this Agreement as Exhibit D. The Steering Committee
shall prepare an amended Collaboration Plan no later than at least ninety (90)
days prior to each anniversary of the Effective Date, which amended
Collaboration Plan will apply to the next year. Each amended Collaboration Plan
shall be appended to Exhibit D and made part of this Agreement.
2.3 Steering Committee
2.3.1 Purpose. Pfizer and Neurogen shall establish a Steering
Committee (the "Steering Committee"):
(a) to review and evaluate progress under the Collaboration Plan;
(b) to prepare the Collaboration Plan and any amendments;
(c) to prepare and evaluate progress on Project II plans;
(d) to coordinate visits and training; and
(e) to coordinate and monitor exchange of information and
materials that relate to the Collaboration Program. (This
function shall survive the termination of this Agreement).
2.3.2 Membership. Pfizer and Neurogen each shall appoint, in it's sole
unfettered discretion, four (4) members to the Steering Committee.
Substitutes may be appointed at any time by a party by notice in writing to
the other party; provided, however,
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The members initially shall be:
Pfizer Appointees:
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Neurogen Appointees:
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2.3.3 Chair. The Steering Committee shall be chaired by two
co-chairpersons, one appointed by each of the parties.
2.3.4 Meetings. The Steering Committee shall meet at least four (4)
times per year, at places and on dates selected by each party in turn. One
(1) of the four (4) meetings may be by videoconference. Representatives of
Pfizer or Neurogen or both, in addition to members of the Steering
Committee, may attend such meetings at the invitation of either party.
2.3.5 Minutes. The Steering Committee shall keep accurate minutes of
its deliberations, which record all proposed decisions and all actions
recommended or taken. Drafts of the minutes shall be delivered to all
Steering Committee members within ten (10) business days after each
meeting. The party hosting the meeting shall be responsible for the
preparation and circulation of the draft minutes. Draft minutes shall be
edited by the co-chairpersons and shall be issued in final form only with
their approval and agreement.
2.3.6 Decisions.
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2.3.7 Expenses. Pfizer and Neurogen shall each bear all expenses of
their respective members related to their participation on the Steering
Committee.
2.4 Reports and Materials.
2.4.1 Reports. During the Contract Period, Neurogen shall furnish
to the Steering Committee:
(a) summary written reports describing its progress under
the Collaboration Plan and delivered electronically within thirty
(30) days after the end of each three (3) month period and seven
(7) days prior to the Steering Committee meeting, commencing on
the Effective Date; and
(b) comprehensive written reports within thirty (30) days
after the end of each contract year, describing in detail the
work accomplished by it under the Collaboration Plans during the
year and discussing and evaluating the results of such work.
2.4.2 Materials. During the Contract Period Neurogen and Pfizer
shall as a matter of course, as described in the Collaboration Plan,
or upon each other's written or oral request, furnish to each other
samples of biochemical or synthetic chemical materials, which are (a)
part of Pfizer Technology or Neurogen Technology; and (b) necessary
for each party to carry out its responsibilities under the
Collaboration Plan. To the extent that the quantities of materials
requested by either party exceed the quantities set forth in the
Collaboration Plan, the requesting party shall reimburse the other
party for the reasonable costs of such materials if they are
furnished.
2.5 Notebooks and Personnel. Neurogen shall provide suitable personnel
for the work to be done by Neurogen in carrying out the Collaboration
Program. All work performed by Neurogen staff under the Collaboration Plan
with respect to Project II Improvements and Acceptance Testing shall be
recorded in laboratory, notebooks, which Pfizer may review, extract or copy
at any time, upon reasonable notice.
2.6 Neurogen's Activities: During the Contract Period, Neurogen shall
perform the following technology transfer and development activities under
the Collaboration Program.
2.6.1 Neurogen shall transfer
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The Steering Committee will organize and monitor these transfer
activities which shall include without limitation:
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If Pfizer requests additional training visits by Neurogen staff to any
Site, and such visits do not coincide with Steering Committee meetings
at such Site, then Pfizer shall reimburse Neurogen for its reasonable
staff travel expenses for such visit.
2.6.2 Neurogen shall construct the Systems and Components
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shall perform Acceptance Testing on each AIDD Unit; and shall deliver
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as set forth in the production and delivery schedule in the
Collaboration Plan; provided, however, that Neurogen shall have the
right, upon thirty (30) days written notice to Pfizer, to deliver
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to Pfizer prior to their respective scheduled delivery dates. Neurogen
and Pfizer will perform Acceptance Testing on its premises
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The location of Acceptance Testing shall be determined by the Steering
Committee at the time of delivery
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Prior to and during Acceptance Testing, Pfizer information technology
("IT") staff may, upon reasonable notice and during ordinary business
hours, visit Neurogen to inspect the Systems and Components subject to
Acceptance Testing. At these visits Pfizer IT staff may also test AIDD
Units and Components; provided, however, that these tests have been
mutually agreed. During such process, Neurogen staff may attend and
provide guidance to Pfizer IT staff.
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Within fourteen (14) days of such notice, Pfizer staff, with
Neurogen's assistance will execute the Acceptance Testing protocol on
the Pfizer AIDD Unit and notify Neurogen of such results. If the AIDD
Unit fails Acceptance Testing,
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2.7 System Delivery, Installation, Maintenance and Repairs.
2.7.1 Delivery. Neurogen shall deliver or cause to be delivered
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2.7.2 Maintenance. For
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after the delivery date for
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Neurogen shall provide
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2.8 System and Component Development. During the Contract Period,
Neurogen shall perform
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2.9 Improvements.
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2.10 Diligent Efforts. Each party shall use reasonably diligent
efforts to achieve the objectives of the Collaboration Program and the
Collaboration Plan.
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3. Payments. Pfizer shall pay Neurogen for performance of Collaboration Plans
and delivery of Neurogen Technology to Pfizer according to the payment schedules
set forth in this Section.
3.1 Neurogen Technology Platform Fee. In consideration of the transfer
to Pfizer of System and Components,
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Pfizer shall pay
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to Neurogen
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twenty-seven million dollars ($ 27,000,000.00), plus
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Such amount shall be payable according to the following schedule:
(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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3.2 Equipment Fees. During the Contract Period, under the direction of the
Steering Committee, Pfizer shall
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3.3
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3.4 Success Payments.
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3.5 Records. For
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from the conclusion of each year of the Agreement, Neurogen shall keep complete
and accurate records of its reimbursable expenditures pursuant to the
Collaboration Program. 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
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period to appoint an independent certified public accountant reasonably
acceptable to Neurogen to inspect said records to verify the reimbursability of
such expenditures. Upon reasonable notice by Pfizer, Neurogen 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 accuracy concerning the reimbursability of such
expenditures. 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 the reimbursability of such
expenditures, and all information learned in the course of any audit or
inspection, shall be deemed to be Neurogen 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
expenditures of efforts before or during the
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period shall be considered acceptance by Pfizer of the accuracy of the
reimbursability of such expenditures, and Neurogen shall have no obligation to
maintain any records pertaining to such report or statement beyond such
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period. The finding of such inspection, if any, shall be binding on both
parties.
4. Treatment of Confidential Information
4.1 Confidentiality
4.1.1 Pfizer and Neurogen each recognize that the other's Confidential
Information constitutes highly valuable, confidential information. Subject
to the terms and conditions of this Agreement, the obligations set forth in
Section 4.3 and the licenses granted in Section 5.2, Pfizer and Neurogen
each agree that during the term of this Agreement and
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thereafter, it will keep confidential, and will cause its Affiliates to
keep confidential, all Neurogen Confidential Information or Pfizer
Confidential Information, as the case may be, that is disclosed to it, or
to any of its Affiliates pursuant to this Agreement. Neither Pfizer nor
Neurogen nor any of their respective Affiliates shall use such Confidential
Information except as expressly permitted in this Agreement.
Notwithstanding the above, if Neurogen notifies Pfizer not less than sixty
(60) days prior to the expiration of
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period referred to above that certain Neurogen Confidential Information
continues to be treated by Neurogen as confidential, Pfizer agrees to
extend such
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for
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with respect to the subject matter of this notice.
4.1.2 Pfizer and Neurogen 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 and
shall be limited to the maximum extent possible consistent with such
responsibilities. Pfizer and Neurogen each agree not to disclose the
other's Confidential Information to any Third parties under any
circumstance without written permission from the other party. Each party
shall take such action, and shall cause its Affiliates 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. Each party, upon the other's request, will return
all the Confidential Information disclosed to 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.
4.1.3 Neurogen and Pfizer each represent that all of its employees,
and any subcontractors or consultants to such party, participating in the
Collaboration Program who shall have access to Pfizer Technology or
Neurogen Technology and Pfizer Confidential Information and Neurogen
Confidential Information are bound by agreement to maintain such
information in confidence.
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4.3 Publicity. Except as required by law, neither party may disclose the
terms of this Agreement nor the Collaboration Program described in it without
the written consent of the other party, which consent shall not be unreasonably
withheld.
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4.4 Disclosure of Inventions.
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4.5 Restrictions on Transferring Materials. Pfizer and Neurogen recognize
that the chemical protocols, software algorithms, synthetic chemical and
biochemical materials which are part of Pfizer Technology or Neurogen
Technology, represent valuable commercial assets. Therefore, throughout the
Contract Period and
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thereafter, Neurogen and Pfizer agree not to transfer such materials or
materials of the other party to any third party, unless prior written consent
for any such transfer is obtained from the other party.
5. Intellectual Property Rights. The following provisions relate to rights in
the intellectual property developed by Neurogen or Pfizer, or both during the
course of carrying out the Collaboration Program.
5.1 Ownership.
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5.2 Grant of License. (a) Neurogen hereby grants to Pfizer a
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license including the right to grant sublicenses solely to Affiliates, to make
and use Neurogen Technology, Neurogen Confidential Information, Neurogen
Copyrights and Neurogen Patent Rights
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The license granted hereunder is without any right to sublicense (other than to
Affiliates), assign, sell or otherwise transfer any Neurogen Technology,
Neurogen Confidential Information or Neurogen Copyrights and Neurogen Patent
Rights to any third party. (b) In so far as the System or Neurogen Technology
licensed to Pfizer hereunder included any hardware or software of a third party
such items are listed in the Collaboration Plan and Exhibit E ("Third Party
Software"), which is attached to and made a part of this Agreement
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5.2.1 Chemistry. This Agreement confers no license, right or
obligation upon either party with respect to
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AIDD Software. Pfizer agrees not to
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6. Provisions Concerning the Filing, Prosecution and Maintenance of Patent
Rights.
6.1 Patent Rights Assignments. Each party agrees to complete at its own
expense, but without further compensation to the other party, any documents
necessary for either party to file patent applications and to prosecute patents
with respect to its own Patent Rights.
6.2 Duties. Neurogen shall be responsible for the filing, prosecution and
maintaining all Neurogen Patent Rights and Copyrights and Pfizer shall be
responsible for filing, prosecution and maintaining of Pfizer Patent Rights and
Copyrights. Each party agrees to cooperate in the preparation, filing and
prosecution of any Patent Rights or Copyrights arising under the Collaboration
Plan at the other's expense. The parties neither bear nor assume any obligations
to patent or copyright any technology contemplated in this Agreement.
Notwithstanding anything in this Agreement to the contrary, neither party will
file any patent application, which does not comply with such party's obligations
of confidentiality to the other party pursuant to Section 4.1.
6.3 Further Inventions. Intellectual Property rights with respect to System
or Improvements developed or acquired by Pfizer
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7. Other Agreements. This Agreement, together with its Exhibits set forth
the entire agreement between the parties with respect to the subject matter and
supersede all other agreements and understandings between the parties with
respect to the same.
8. Term, Termination and Disengagement.
8.1 Term. Unless sooner terminated or extended, this Agreement shall expire
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from the Effective Date.
8.2 Events of Termination. The following events shall constitute events of
termination ("Events of Termination"):
(a) any material written representation or warranty by Neurogen or
Pfizer, or any of its officers, made under or in connection with this
Agreement shall prove to have been incorrect in any material respect when
made.
(b) Neurogen or Pfizer shall fail in any material respect to perform
or observe any term, covenant or understanding contained in this Agreement
or in any of the other documents or instruments delivered pursuant to, or
concurrently with, this Agreement, and any such failure shall remain
unremedied for
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after written notice to the failing party; or
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after written notice, if the failing party is working diligently to cure
the failure.
8.3 Termination.
8.3.1 Upon the occurrence of any Event of Termination, the party not
responsible may, by notice to the other party, terminate this Agreement.
8.3.2 If Pfizer terminates this Agreement pursuant to Section 8.3.1,
or upon expiration of this Agreement pursuant to Section 8.1, Pfizer's
rights to Neurogen Technology, granted in Section 5 shall
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8.3.3 Termination of this Agreement for any reason shall be without
prejudice to:
(a) the rights and obligations of the parties provided in those
Sections which by virtue of their term and condition extend beyond any
termination of this Agreement.
(b) Neurogen's right to receive all payments accrued under Section 3
through the effective date of termination; or
(c) any other remedies which either party may otherwise have.
9. Representations and Warranties. Neurogen and Pfizer each represents and
warrants as follows:
(a) It is a corporation duly organized, validly existing and is in good
standing under the laws of Delaware, is qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which the conduct of
its business of the ownership of its properties requires such qualification and
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.
(b) 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
(i) require any consent or approval of its stockholders, (ii) violate any
provision of any law, rule, regulations, order, writ, judgment, injunctions,
decree, determination award presently in effect having applicability to it or
any provision of its certificate of incorporation or by-laws or (iii) 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.
(c) This Agreement is a legal, valid and binding obligation of it
enforceable by 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.
(d) 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 fulfillment of its
obligations. (e) It has good and marketable title to or valid leases or licenses
for, all of its properties, rights and assets necessary for the fulfillment of
its responsibilities under the Collaboration Program, and is subject to no claim
of any third party other than the relevant lessors or licensors.
10. Covenants of Neurogen and Pfizer Other Than Reporting Requirements.
Throughout the Contract Period, Neurogen and Pfizer each shall:
(a) maintain and preserve its corporate existence, rights, franchises and
privileges in the jurisdiction of its incorporation, 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.
(b) 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 Collaboration Program, except for those laws, rules,
regulations, and orders it may be contesting in good faith.
11. Indemnification. Pfizer will indemnify Neurogen and its Affiliates,
agents and employees (the "Indemnitees") for damages, settlements, costs, legal
fees and other expenses incurred in connection with a claim against any of the
Indemnitees based on
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
provided, however, that the foregoing shall not apply (i) if the claim is found
to be based upon the
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
of Neurogen or (ii) if Neurogen
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
12. Notices. All notices shall be in writing mailed via certified mail, return
receipt requested, courier, or facsimile transmission addressed as follows, or
to such other address as may be designated from time to time:
If to Pfizer: To Pfizer at its address as set forth at the beginning of this
Agreement.
Attention: President, Central Research
with copy to: Office of the General Counsel
If to Neurogen: To Neurogen at its address as set forth at the beginning of this
Agreement.
Attention: President
with copy to: General Counsel
Notices shall be deemed given as of the date received.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, USA.
14. Miscellaneous.
14.1 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective legal representatives, successors
and permitted assigns.
14.2 Headings. Paragraph headings are inserted for convenience of reference
only and do not form, a part of this Agreement.
14.3 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original.
14.4 Amendment, Waiver. This Agreement may be amended, modified, superseded
or canceled, 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.
14.5 No third party Beneficiaries. Except as otherwise provided in Section
11, 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.
14.6 Assignment and Successors. This Agreement may not be assigned by
either party, except that each party 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.
14.7 Force Majeure. Neither Pfizer nor Neurogen 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
Neurogen.
14.8 Severability. 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.
14.9 Y2K Compliance. During the Contract Period Neurogen represents
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
PFIZER INC NEUROGEN CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President Title: President/CEO
Date: June 14, 1999 Date: June 15, 1999
EXHIBIT A (1)
NEUROGEN TECHNOLOGY PATENTS
COPYRIGHTS AND TRADE SECRETS
EXHIBIT B (2)
AIDD DELIVERABLES AND ACCEPTANCE CRITERIA
EXHIBIT C (3)
AIDD UNIT EQUIPMENT
EXHIBIT D (4)
COLLABORATION PLAN
EXHIBIT E (5)
THIRD PARTY SOFTWARE
(1) Exhibit A (40 pages) omitted pursuant to a request for confidential
treatment and filed separately.
(2) Exhibit B (1 page) omitted pursuant to a request for confidential
treatment and filed separately.
(3) Exhibit C (20 pages) omitted pursuant to a request for confidential
treatment and filed separately.
(4) Exhibit D (12 pages) omitted pursuant to a request for confidential
treatment and filed separately.
(5) Exhibit E (1 page) omitted pursuant to a request for confidential
treatment and filed separately.