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EXHIBIT 10.29
SCHERING-PLOUGH
RESEARCH INSTITUTE
COLLABORATIVE RESEARCH AGREEMENT
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COLLABORATIVE RESEARCH AGREEMENT
This Collaborative Research Agreement (the "Agreement"), effective as of
January 28, 1998 (the "Effective Date") is made by and between Abgenix, Inc., a
Delaware corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ABX") and Schering-Plough Research
Institute, a Delaware corporation having its principal place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ("SPRI").
WHEREAS SPRI and ABX are interested in conducting research regarding
antibodies derived from XenoMouse(TM) Animals (described below) that bind to
[*], as set forth below;
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. DEFINITIONS For purposes of this Agreement, the following terms shall have
the meanings set forth below:
1.1 "Antibody" shall mean a composition comprising a whole antibody or
fragment thereof, said antibody or fragment having been derived in whole or part
from immunization of the XenoMouse Animals with the Target Antigen, or having
been derived from nucleotide sequences encoding, or amino acid sequences of,
such an antibody or fragment.
1.2 "Research" shall mean the research activities set forth in Exhibit A.
1.3 "Target Antigen" shall mean [*].
1.4 "XenoMouse Animals" shall mean one or more transgenic mice available
for use by ABX that produce human antibodies when immunized with antigens.
2. RESEARCH PROGRAM
2.1 Research Program Activities. Subject to the terms and conditions set
forth in this Agreement, the parties shall conduct the Research as set forth in
Exhibit A on a collaborative basis with the goal of generating and studying
Antibodies that bind to the Target Antigen. Each party shall use commercially
reasonable efforts to conduct the Research in accordance with Exhibit A within
the time schedules contemplated therein. The parties will confer at mutually
agreed times, no less than [*] in person or by telephonic conference call, to
discuss the status of the research project pursuant to Exhibit A. The obligation
of each party to use commercially reasonable efforts to conduct the
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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Research in accordance with Exhibit A is expressly conditioned upon the
performance by each party of its obligations to the other party under this
Agreement, including but not limited to, the obligations set forth in Exhibit A.
2.2 SPRI Responsibilities. Promptly following execution of this Agreement,
SPRI will provide to ABX reasonable quantities of the materials set forth in
Exhibit A. Upon request by ABX, SPRI agrees to provide reasonable assistance to
ABX in performance of the Research. SPRI shall provide a reasonably detailed
report to ABX showing the data generated pursuant to item I of Exhibit A,
promptly after completion of the tasks set forth in item I of Exhibit A.
2.3 ABX Responsibilities. After receiving Target Antigen materials from
SPRI for immunization, ABX shall use commercially reasonable efforts to immunize
XenoMouse Animals with the Target Antigen [*] and in accordance with Exhibit A
during the term of this Agreement. ABX shall provide a reasonably detailed
report to SPRI showing the data generated pursuant to items E and F of Exhibit
A, promptly after completion of the tasks set forth in items E and F of Exhibit
A.
2.4 Payments. SPRI shall pay to ABX [*] Such payments shall be
nonrefundable and noncreditable. It is understood that if SPRI enters into a
definitive Research, Option and License Agreement, it will make all the payments
described under this Section 2.4 regardless of whether or not the goal described
in Exhibit A was met. Each of SPRI and ABX shall be solely responsible for its
own out-of-pocket costs and disbursements incurred, and for providing the
necessary facilities, supplies (except for materials to be provided pursuant to
Exhibit A), personnel and other resources necessary in the performance of the
Research and its obligations under this Agreement.
2.5 Exclusivity. In consideration of the payment to ABX hereunder, during
the term of this Agreement, ABX shall not actively solicit or enter into any
agreement with a third party pursuant to which ABX would convey or grant rights
to such third party regarding [*] In addition, during the term of this
Agreement, ABX shall not offer the [*] to any third party for purposes of
discussing or evaluating a possible business relationship relating to such
Antibodies, nor enter into any agreements which would otherwise diminish the
rights granted to SPRI under this Agreement, without the prior written consent
of SPRI. ABX shall not, without SPRI's written consent, use for the benefit of
any third party, or provide to any third party, the XenoMouse Animals immunized
in the course of performing the Research or any materials derived from such
XenoMouse Animals in the course of performing the Research.
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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2.6 Material Transfer Terms.
2.6.1 Transfer by SPRI. SPRI agrees to provide the materials
required to be provided to ABX pursuant to the Research (the "SPRI Materials")
solely upon the following terms and conditions:
(a) All SPRI Materials provided to ABX by SPRI under this Agreement
shall remain the property of SPRI, and the transfer of physical possession of
any such materials to, and the physical possession of any such materials by, ABX
shall not be (nor be construed as) a sale, lease, offer to sell or lease, or
other transfer of title of such materials to ABX;
(b) All SPRI Materials shall remain in the control of ABX and shall
not be transferred to any other party, and ABX shall use the SPRI Materials only
for purposes of performing the Research and not for any other purpose; and
(c) ABX agrees to use the SPRI Materials in compliance with all
applicable national, state, and local laws and regulations, including all
applicable National Institutes of Health guidelines, and agrees that such
materials will not be used in humans. ABX acknowledges that the SPRI Materials
are experimental in nature and may have unknown characteristics and therefore
agrees to use prudence and reasonable care in the use, handling, storage,
transportation, disposition and containment of SPRI Materials and all
derivatives thereof.
2.6.2 Transfer by ABX. ABX agrees to provide the XenoMouse
Materials (as defined below) required to be provided to SPRI pursuant to the
Research solely upon the following terms and conditions:
(a) All materials derived in whole or part from the XenoMouse Animals, including
without limitation all Antibodies to the Target Antigen and all [*] derived from
XenoMouse Animals under this Agreement (collectively, "XenoMouse Materials"),
shall be the property of ABX, and the transfer of physical possession of any
such materials to, and the physical possession of any such materials by, SPRI
shall not be (nor be construed as) a sale, lease, offer to sell or lease, or
other transfer of title of such materials to SPRI;
(b) All XenoMouse Materials shall remain in the control of SPRI and
shall not be transferred to any other party, and SPRI shall use the XenoMouse
Materials only for purposes of performing the Research and not for any other
purpose; and
(c) SPRI agrees to use the XenoMouse Materials in compliance with
all applicable national, state, and local laws and regulations, including all
applicable National Institutes of Health guidelines, and agrees that such
materials will not be used in humans. SPRI acknowledges that the XenoMouse
Animals, and all materials derived in whole or part from the XenoMouse Animals,
are experimental in nature and may have unknown
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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characteristics and therefore agrees to use prudence and reasonable care in the
use, handling, storage, transportation, disposition and containment of XenoMouse
Materials and all derivatives thereof.
2.7 Research License. Each party hereby grants the other party a
non-exclusive license to perform the Research activities set forth in Exhibit A
under all patents and patent applications owned or controlled by the granting
party that are necessary to perform such activities.
3. RESEARCH AND LICENSE OPTION
During the period commencing on the Effective Date and ending on [*] or (ii)
termination of this agreement (the "Option Period"), SPRI, through a corporate
affiliate, shall have the exclusive option to enter into a written definitive
agreement ("Research, Option and License Agreement") that will provide for the
additional research described in Exhibit B and an option to acquire a worldwide,
exclusive (even as to ABX) license, including the right to sublicense, to
develop, make, have made, use, export and import [*] derived from XenoMouse
animals under this Agreement in order to develop, make, have made, use, sell,
offer for sale, export and import [*] generated under this Agreement upon
mutually agreeable terms and conditions to be set forth in the Research, Option
and License Agreement. It is understood that any such license will be subject to
non-exclusive grant of rights to GenPharm International Inc. ("GenPharm") under
that certain Cross License Agreement effective as of March 26, 1997 by and among
Abgenix, GenPharm and other parties named therein. The parties agree to
negotiate the terms of the Research, Option and License Agreement in good faith
during the Option Period, it being understood that, in addition to other key
terms to be negotiated by the parties, the Research, Option and License
Agreement shall provide for further research reimbursement fees, license fees,
milestone payments, royalty and other key financial terms set forth on the
attached term sheet as Exhibit C; and other customary terms and conditions for
commercial agreements of this type, including, but not limited to, provisions
relating to intellectual property, confidentiality and publication,
representations and warranties of each party, diligence, indemnification, and
reporting.
4. CONFIDENTIALITY
4.1 Confidentiality. During the term of this Agreement and for a period of
ten (10) years following the expiration or termination of this Agreement ABX and
SPRI shall keep completely confidential and shall not, without the prior written
consent of the other party, publish or otherwise disclose, and shall not use for
any purpose other than conducting the Research, any information furnished to it
by the other party or generated pursuant to this Agreement, except to the extent
that such information:
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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(a) was already known to the receiving party, other than under an
obligation of confidentiality, at the time of disclosure;
(b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the receiving party;
(c) became generally available to the public or otherwise part of
the public domain after its disclosure and other than through acts or omissions
of the receiving party;
(d) was subsequently lawfully disclosed to the receiving party by a
third party under no obligation of confidentiality; or
(e) was independently developed by the receiving party without the
use of such confidential information received from the disclosing party and such
independent development can be documented by contemporaneous written records of
the receiving party kept in the ordinary course of business.
4.2 Disclosure Required by Law. Notwithstanding the foregoing Section 4.1,
either party may disclose the other party's confidential information to the
extent such disclosure is required by law, regulation, rule act of order or any
governmental authority or agency to be disclosed provided that if a party is so
required to make any such disclosure of the other party's secret or confidential
information, other than pursuant to a confidentiality agreement or protective
order, it will give reasonable advance notice to the other party of such
disclosure requirement and will use efforts consistent with prudent business
judgment to secure confidential treatment of such information prior to its
disclosure (whether through protective orders or confidentiality agreements or
otherwise) and thereafter the receiving party uses reasonable efforts to
disclose to the requesting entity only the minimum confidential information
required to be disclosed in order to comply with the request, whether or not a
protective order or other similar order is obtained by the disclosing party.
4.3 No Publicity. A party may not use the name of the other party, or any
of its affiliates, in any publicity or advertising and may not issue a press
release or otherwise publicize or disclose any information related to the
existence of this Agreement or the terms or conditions hereof, without the prior
written consent of the other party, such consent not to be unreasonably
withheld. The parties shall agree on a form of initial press release (Exhibit D
attached hereto) that may be used by either party to describe this Agreement
and either party may subsequently release any information contained in such
press release without consultation with or consent of the other. Nothing in the
foregoing, however, shall prohibit a party from making such disclosures to the
extent deemed necessary under applicable federal or state securities laws or any
rule or regulation of any nationally recognized securities exchange. In such
event, however, the disclosing party shall use good faith efforts to consult
with the other party prior to such disclosure and, where applicable, shall
request confidential treatment to the extent available. Nothing in
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the foregoing, however, shall prohibit a party from making such disclosures to
professional advisors, including, but not limited to, attorneys, accountants and
bankers under customary confidentiality conditions. In the event of disclosure
to a banker, however, the disclosing party shall notify the other party of such
disclosure.
5. INDEMNIFICATION
5.1 SPRI. SPRI agrees to indemnify and hold ABX and its directors,
officers, employees and agents harmless from and against any claims, damages,
liabilities or actions (including reasonable attorneys' fees and other expenses
of litigation) relating to or arising from (i) ABX's use of materials provided
by SPRI in performing the Research; (ii) SPRI's use of XenoMouse Materials; or
(iii) the breach by SPRI of any representation or warranty contained in this
Agreement; provided, however, that SPRI shall not be obligated to indemnify or
hold harmless ABX to the extent that such claims arise from the negligence or
willful misconduct of ABX
5.2 ABX. ABX agrees to indemnify and hold SPRI and its directors,
officers, employees and agents harmless from and against any claims, damages,
liabilities or actions (including reasonable attorneys' fees and other expenses
of litigation) arising from the negligence or willful misconduct of ABX or the
breach by ABX of any representation or warranty contained in this Agreement;
provided, however, that ABX shall not be obligated to indemnify or hold harmless
SPRI to the extent that such claims arise from the negligence or willful
misconduct of SPRI.
5.3 Limitation of Liability. With respect to any claim by one party
against the other arising out of the performance or failure of performance of
the other party under this Agreement, the parties expressly agree that the
liability of such party to the other party for such breach shall be limited
under this Agreement or otherwise at law or equity to direct damages only and in
no event shall a party be liable for: (i) punitive, exemplary or consequential
damages, or (ii) the cost of procurement of substitute goods, technology or
services.
6. TERM; TERMINATION
6.1 Term. Subject to the next sentence this Agreement shall commence on
the Effective Date and, unless earlier terminated by mutual agreement of the
parties, shall continue in effect until six (6) weeks after the completion of
Research pursuant to Exhibit A but no later than eight (8) months after the
Effective Date. Notwithstanding anything contained herein to the contrary, at
any time prior to the execution of the Research, Option and License Agreement
SPRI shall have the unilateral right to terminate this Agreement, with or
without cause, by giving thirty (30) days advance written notice to ABX. In such
event, and provided that ABX performed the activities assigned to it in Exhibit
A until the time of receipt of the written notice of termination, SPRI shall pay
ABX the Research
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payments described in section 2.4 of this Agreement regardless of whether or not
the Research pursuant to Exhibit A was completed. The expiration of this
Agreement shall not affect the rights and liabilities of the parties accrued
prior to such expiration. Articles 4, 5, and 8 and Section 2.6 shall survive any
expiration or termination of this Agreement.
6.2 Destruction of Materials. Upon the expiration or termination of this
Agreement, SPRI and ABX shall destroy the SPRI Materials and the ABX Materials
and any XenoMouse Animals that have been immunized with the Target Antigen
unless otherwise mutually agreed by the parties, provided that each party's
legal counsel may retain one copy of confidential information (other than
biological materials) furnished by the other party pursuant to this Agreement in
a secure location for the sole purpose of identification such party's
obligations under the confidentiality provisions of this Agreement.
7. REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties of Each Party. Each of ABX and SPRI
hereby represents, warrants and convenants to the other party hereto as follows:
(a) it is a corporation duly organized and validly existing under
the laws of the state or other jurisdiction of its incorporation or formation;
(b) the execution, delivery and performance of this Agreement by
such party has been duly authorized by all requisite corporate action;
(c) it has the power and authority to execute and deliver this
Agreement and to perform its obligations hereunder; and
(d) the execution, delivery, and performance by such party of this
Agreement and its compliance with the terms and provisions hereof does not and
will not conflict with or result in a breach of any of the terms and provisions
of, or constitute a default under, (i) a loan agreement, guaranty, financing
agreement, or other agreement or instrument binding or affecting it or its
property; (ii) the provisions of its charter documents or bylaws; or (iii) any
order, writ, injunction or decree or any court or governmental authority entered
against it or by which any of its property is bound.
7.2 ABX's Representations. ABX hereby represents, warrants and
convenants to SPRI as follows:
(a) to the best of its knowledge, Abgenix has sufficient right,
title and interest in and to the XenoMouse Animals, and to [*] derived from the
XenoMouse Animals, and to Antibodies to the Target Antigen derived from the
XenoMouse Animals to perform the Research set forth herein, to grant the
Research License set forth in section 2.7, and to enter into the Research,
Option and License
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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Agreement on terms to be negotiated by the parties;
(b) it will use diligent efforts not to diminish the rights granted
to SPRI hereunder, including, without limitation, by not committing or
permitting any acts or omissions which would cause the breach of any agreements
between itself and third parties which provide for intellectual property rights
applicable to the development, manufacture, use or sale of Antibodies to the
Target Antigen and all [*] derived from XenoMouse Animals and in connection
therewith. ABX agrees to provide SPRI promptly with notice of any alleged breach
and ABX is in compliance in all material respects with any such agreements with
third parties.
7.3 SPRI's Representations. SPRI hereby represents, warrants and
convenants to ABX that it has not entered into any agreement with any third
party that would prohibit it from entering into the definitive Research, Option
and License Agreement.
7.4 Continuing Representations. The representations and warranties of each
party contained in Sections 7.1, 7.2 and 7.3 above shall survive the execution
of this Agreement and shall remain true and correct after the date hereof with
the same effect as if made as of the date hereof.
7.5 No Inconsistent Agreement. As of the Effective Date neither party has
in effect, and during the term of this Agreement neither party shall enter into,
any oral or written agreement or arrangement that would be inconsistent with its
obligations under this Agreement.
8. MISCELLANEOUS PROVISIONS
8.1 Governing Laws. This Agreement shall be interpreted and construed in
accordance with the laws of the State of California, without regard to conflicts
of law principles.
8.2 Assignments. Neither this Agreement nor any right or obligation
hereunder may be assigned or delegated, in whole or part, by either party
without the prior written consent of the other, which consent shall not be
unreasonably withheld; provided, however, that either party may, without the
written consent of the other, assign its rights and delegate its obligations
hereunder to (i) any entity to which it has acquired all or substantially all of
the business or assets of the assigning party, or (ii) any successor corporation
resulting from any merger or consolidation with another corporation. Any
purported assignment in violation or the preceding sentence shall be void. Any
permitted assignee shall assume all obligations of its assignor under this
Agreement.
8.3 No Warranties. EACH OF SPRI AND ABX ACKNOWLEDGE AND AGREE THAT ANY AND
ALL MATERIALS PROVIDED BY ONE PARTY TO THE OTHER PURSUANT TO THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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ALL ANTIBODIES AND OTHER MATERIALS DERIVED IN WHOLE OR PART FROM XENOMOUSE
ANIMALS PROVIDED TO SPRI PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS." EACH
OF SPRI AND ABX MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND
REGARDING ANY MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO THE XENOMOUSE ANIMALS OR ANTIBODIES OR OTHER MATERIALS DERIVED IN
WHOLE OR PART FROM THE XENOMOUSE ANIMALS, WHETHER EXPRESS OR IMPLIED, AND EACH
OF SPRI AND ABX SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
8.4 Independent Contractors. The relationship of the parties hereto is
that of independent contractors. The parties hereto are not deemed to be agents,
partners or joint venturers of the others for any purpose as a result of this
Agreement or the transactions contemplated thereby. Neither ABX nor SPRI shall
have the authority to make any statements, representations or commitments of any
kind, or to take any action, which shall be binding on the other, without the
prior written consent of the other party to do so.
8.5 Notices. All requests and notices required or permitted to be given to
the parties hereto shall be given in writing, shall expressly reference the
section(s) of this Agreement to which they pertain, and shall be deemed to have
been properly given if delivered in person or when received if mailed by first
class certified mail to the other party at the appropriate address as set forth
below or to such other addresses as may hereinafter be designated in writing by
the parties.
SPRI: Schering-Plough Research Institute
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ Cuss
ABX: Abgenix, Inc.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
8.6 No Implied Licenses. Only licenses and rights granted expressly herein
shall be of legal force and effect. No license or other right shall be created
hereunder by implication, estoppel or otherwise. Under no circumstances shall a
party hereto, as a result of this Agreement, obtain any ownership interest in,
or any other right or license to, any existing or future technology, know-how,
patents, patent applications or products of the other party except as expressly
provided in this Agreement.
8.7 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this
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Agreement shall continue in full force and effect without said provision and the
parties shall discuss in good faith appropriate revised arrangements.
8.8 No Consequential Damages. IN NO EVENT SHALL A PARTY HERETO BE LIABLE
FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT
OR THE EXERCISE OF ITS RIGHTS HEREUNDER, INCLUDING WITHOUT LIMITATION LOST
PROFITS, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES.
8.9 Complete Agreement. This Agreement constitutes the entire agreement,
written and oral, between the parties with respect to the subject matter hereof,
and supersedes all prior agreements between the parties respecting the subject
matter hereof, whether written or oral, expressed or implied. This Agreement can
be modified or amended in a writing signed by the parties, and the rights under
this Agreement can be waived only in a writing signed by the party to be
charged.
8.10 Dispute Resolution
8.10.1 Cooperation. In the event that SPRI and ABX are unable,
after exercising good faith efforts, to reach agreement on an issue relating to
this Agreement, then upon written notice to the other party the issue shall be
referred to SPRI's Executive Vice President - Discovery Research and the
President of ABX, or their designees with similar authority, who shall meet and
use good faith efforts to reach agreement on the issue (the "Dispute"). In the
event the representatives of SPRI and ABX are unable to reach agreement on the
Dispute in such meeting, then the parties shall have the right to submit the
Dispute to binding arbitration in accordance with the provisions of Section
8.10.2 by providing written notice to the other party within two (2) weeks after
such meeting.
8.10.2 Arbitration. All Disputes arising in connection with this
Agreement shall be finally settled by binding arbitration conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. The arbitration shall be held in San Francisco,
California if the Dispute was referred to arbitration by SPRI and in New York,
New York if the Dispute was referred to arbitration by ABX, and the arbitrator
shall be an independent expert with a background suitable for the matters in
dispute. The cost of the arbitration, including administrative and arbitrator's
fees, shall be shared equally by the parties. Each party shall bear its own
costs and attorneys' and witnesses' fees. The prevailing party in any
arbitration, as determined by the arbitrator, shall be entitled to an award
against the other party in the amount of the prevailing party's costs and
reasonable attorneys' fees. A disputed or suspended performance pending the
resolution of the arbitration shall be completed within thirty (30) days
following the final decision of the arbitrator. Any arbitration under this
section 8.10.2 shall be completed within six (6) months from the filing of
notice of a request for such arbitration.
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8.11 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and together shall be deemed to be one
same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers as of the day and year first above
written.
ABGENIX, INC. SCHERING-PLOUGH RESEARCH INSTITUTE
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Printed Name: R. ▇▇▇▇▇ ▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
-------------------- -------------------------
Title: CEO Title: President
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Date: January 28, 1998 Date: January 30, 1998
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EXHIBIT A
[ * ]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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EXHIBIT B
[ * ]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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EXHIBIT C
[ * ]
* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
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EXHIBIT D
[ABGENIX LOGO]
Contact: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President and Chief
Financial Officer
▇▇▇-▇▇▇-▇▇▇▇
ABGENIX SIGNS AGREEMENT WITH SCHERING-PLOUGH
FREMONT, Calif., January XX, 1998 -- Abgenix, Inc., a subsidiary of Cell
Genesys, Inc. (Nasdaq: CEGE), announced today that it has signed a collaborative
research agreement with Schering-Plough Research Institute (SPRI), the
pharmaceutical research and development arm of Schering-Plough Corporation
(NYSE: SGP). Under the agreement, Abgenix, will use its XenoMouse(TM) technology
to generate fully human monoclonal antibodies to an undisclosed antigen target
for SPRI. The agreement provides SPRI with an option to enter into a research
and license agreement that would provide Abgenix with additional research
payments, milestone payments and royalties on future product sales by
Schering-Plough.
"We are pleased to be collaborating with Schering-Plough Corporation, one of the
world's leading pharmaceutical companies," stated R. ▇▇▇▇▇ ▇▇▇▇▇, president and
chief executive officer of Abgenix. "This collaboration, along with the
company's recently announced deal with Pfizer Inc., reflects the growing
interest in our XenoMouse(TM) technology."
Abgenix has developed novel strains of transgenic mice (XenoMouse(TM)) that are
capable of quickly generating high affinity, fully human antibodies to
essentially any target, including human antigens. The company currently has
three antibody products in development. ABX-CBL is in a confirmatory Phase II
trial for steroid-resistant graft versus host disease (GVHD). The antibody
targets the specific cells active in an unwanted immune response, such as occurs
in GVHD, kidney transplant rejection, rheumatoid arthritis and psoriasis.
ABX-IL8 is a fully human monoclonal antibody targeting inflammation that is
expected to begin a Phase I clinical trial this quarter for moderate to severe
psoriasis. ABX-EGF is a fully human monoclonal antibody in preclinical
development that may arrest the growth of cancer cells.
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Statements made in this press release about Abgenix's and Cell Genesys' product
development activities, clinical trials, product pipelines, corporate
partnerships and patent portfolio, other than statements of historical fact, are
forward looking statements and are subject to a number of uncertainties that
could cause actual results to differ materially from the statements made,
including risks associated with the success of clinical trials, research and
product development programs, the regulatory approval process, competitive
products and the extent and breadth of Cell Genesys and its subsidiary's patent
portfolio. Please see Cell Genesys' Form 10-K/A dated April 30, 1997 for
information about risks associated with clinical trials and product development
programs and other risks which may affect Cell Genesys and its subsidiary.
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