Common use of Delivery of Library Compounds Clause in Contracts

Delivery of Library Compounds. Infinity will deliver compounds of the First Selection, Second Selection, Third Selection and Fourth Selection as a dry powder in Corning Costar 2ml plates (Cat nr. 3690/3691), 96 deepwell, 80 compounds per plate, with the first two 8-length columns left empty, packed in dry ice and otherwise in accordance with the following procedures: a) The First Selection will be delivered by March 31, 2005 from available stock. Infinity will deliver [**] (estimated in accordance with established practice) of each selected compound where Infinity has reported in the Library Compound Structure Information that it has such amount available, unless JJPRD has elected to include any compounds from the [**] pathway for which [**] is available in which case Infinity will deliver [**] of such selected compounds to JJPRD by March 31, 2005. b) The Second Selection will be delivered by September 30, 2005 and the Third Selection by December 31, 2005. For the Second Selection and Third Selection, Infinity will deliver [**] (estimated in accordance with established practice) of each selected compound. The purity (estimated in accordance with established practice) of the delivered compound will be the purity as reported in the Library Compound Structure Information. The target purity for each Library Compound will be [**]% (“Target Purity”). c) The Fourth Selection will be delivered by April 30, 2005. Infinity will deliver [**] (estimated in accordance with established practice) of up to [**] selected compounds from each Synthetic Pathway as designated by JJPRD. Infinity will deliver [**] (estimated in accordance with established practice) of the remaining selected compounds from each Synthetic Pathway. The purity of the delivered compounds will be the Target Purity. d) Upon delivery of each selection to JJPRD, Infinity will transfer data on sampled purity and quantity of delivered compounds and the analytic methods used for such measurements and controls. JJPRD can determine the purity and amount of delivered compounds using the transferred analytic methods and may reject, within a period of [**] working days, the delivery of any plate of compounds for which at least [**]% of the compounds on the plate have been sampled and for which (i) the sampled compounds have, on average, a purity which is [**]% less than the Target Purity (or the purity as reported in the Library Compound Structure Information in the event JJPRD selects a compound with less than the Target Purity) or (ii) the sampled compounds have, on average, [**] % more or less than the required delivery amount. In the event a plate of Library Compounds is rejected by JJPRD, then JJPRD’s sole and [**] remedy will be to receive a replacement plate of the same compounds or, where Infinity reasonably believes that such a replacement plate will also be rejected, a replacement plate modified in whole or part with new Library Compounds selected in cooperation with JJPRD from within the same synthetic scheme as the rejected plate. CAMBRIDGE, MA, January 6, 2005—Infinity Pharmaceuticals Inc. today announced that it has entered into a collaborative agreement enabling Xxxxxxx & Xxxxxxx Pharmaceutical Research & Development, a division of Xxxxxxx Pharmaceutica N.V. (“J&JPRD”), to identify novel, small molecule therapeutic agents using Infinity’s novel compound collection. Infinity will provide J&JPRD with non-exclusive access to a proprietary collection of small molecules which J&JPRD may screen broadly against multiple targets and perform chemistry to identify small molecule drug leads. The industrialized nature of the Infinity platform enables it to be scaled for widespread use within J&JPRD to capitalize on the platform’s potential for broad therapeutic utility across numerous disease areas. Under the terms of the agreement, J&JPRD pays an upfront license fee. Additionally, Xxxxxxx & Xxxxxxx Development Corporation, an affiliate of J&JPRD, has made an equity investment in Infinity. Other financial details were not disclosed. “Infinity’s proprietary chemical technology platform offers J&JPRD a unique opportunity to combine our distinct chemistry prowess with their established research and development capabilities,” said Xxxxxx Xxxxx, Chief Scientific Officer, Infinity. “This collaboration will ideally enable J&JPRD to identify breakthrough chemical compounds that will have great utility in the effort to address diseases with significant unmet medical need.” “We are very excited to be working with J&JPRD, a highly regarded leader in the field of pharmaceuticals and healthcare,” said Xxxxxxx Xxxxxxx, Chief Business Officer, Infinity. “This alliance, our third within one year, highlights Infinity’s ability to successfully execute against our business model – a model that uniquely enables us to achieve the dual benefit of continuing to build our internal drug discovery efforts while also generating revenue. Complementing our internal drug discovery efforts, our plans for 2005 call for us to add one additional partner to whom we will grant access to the Infinity chemical technology platform and our proprietary compound collection.”

Delivery of Library Compounds. Infinity will deliver compounds of the First Selection, Second Selection, Third Selection and Fourth Third Selection as a dry powder in Corning Coming Costar 2ml plates (Cat nr. 3690/3691), 96 deepwell, 80 compounds per plate, with the first two 8-length columns left empty, packed in dry ice and otherwise in accordance with the following procedures: (a) The First Selection will be delivered by March 31, 2005 from available stock[Not applicable after the Amendment Effective Date. Infinity will deliver [**] Reserved for future use.] (estimated in accordance with established practice) of each selected compound where Infinity has reported in the Library Compound Structure Information that it has such amount available, unless JJPRD has elected to include any compounds from the [**] pathway for which [**] is available in which case Infinity will deliver [**] of such selected compounds to JJPRD by March 31, 2005. b) The Second Selection will be delivered by September 30March 10, 2005 2006 and the Third Selection by December 31April 30, 20052006. For the Second Selection and Third Selection, Infinity will deliver [**] 8µm (estimated in accordance with established practice) of each selected compound; provided, however, that if Infinity does not deliver one or more selected compounds, JJPRD’s sole and exclusive remedy is described in clause e) below. Prior to delivery, Infinity will determine the purity of each of the compounds and will only deliver compounds that Infinity determines have a purity of at least [**]% (as determined in accordance with the analytical methods identified in d) below). The purity (estimated in accordance with established practice) of the delivered each compound will be the purity as reported in the Library Compound Structure Information. The target purity for each Library Compound will be [**]% (“Target Purity”). (c) The Fourth Selection will be delivered by April 30, 2005[Not applicable after the Amendment Effective Date. Infinity will deliver [**] Reserved for future use.] (estimated in accordance with established practice) of up to [**] selected compounds from each Synthetic Pathway as designated by JJPRD. Infinity will deliver [**] (estimated in accordance with established practice) of the remaining selected compounds from each Synthetic Pathway. The purity of the delivered compounds will be the Target Purity. d) Upon Prior to delivery of each selection of the Second Selection and the Third Selection to JJPRD, Infinity will transfer provide JJPRD with a list of compound identification numbers and the purity of compounds to be delivered. Upon delivery of each of the Second Selection and the Third Selection to JJPRD, Infinity will provide JJPRD with data on sampled purity and quantity of the delivered compounds and the analytic methods used for such measurements and controls. Infinity will not deliver any compounds with a purity lower than [**]%. If Infinity delivers fewer than [**] compounds in total, JJPRD’s sole and exclusive remedy is described in clause e) below. JJPRD can determine the purity and amount of delivered compounds using in accordance with the transferred analytic methods provided by Infinity pursuant to the second (2nd) sentence of this clause d), and may reject, within a period of [**] working days, days after delivery by Infinity of the delivery of any relevant plate of compounds, any compounds for on such plate which (i) have a purity less than [**]%; or (ii) have at least [**]% more or less than the required delivery amount. If JJPRD rejects at least [**]% of the compounds on such plate in accordance with the foregoing sentence, JJPRD may, in its discretion, reject all the compounds on such plate have been sampled and for which (i) the sampled compounds have, on average, a purity which is [**]% less than the Target Purity (or the purity as reported in the Library Compound Structure Information in the event JJPRD selects a compound with less than the Target Purity) or (ii) the sampled compounds have, on average, returns such plate to Infinity during such [**] % more or less than the required delivery amountworking day period. In the event a plate of Any Library Compounds is Compound not rejected by JJPRD in accordance with this clause d) shall be deemed accepted by JJPRD. (e) If, at the end of the [**] working day period described in clause (d) above for the last Third Selection plate delivered to JJPRD, JJPRD has accepted fewer than [**] Library Compounds, then JJPRD’s sole and [**] exclusive remedy will be to receive a replacement plate refund from Infinity of [**] dollars ($[**]) for each Library Compound fewer than [**] accepted by JJPRD. The refund payment will be structured as follows: (i) [**]% of the same compounds ortotal amount due would be payable to JJPRD in cash no later than December 31, where 2006; (ii) [**]% of the total amount due would be payable no later than December 31, 2007 and would be evidenced by a promissory note (the “Note”) that would be issued by the Infinity reasonably believes that as of July 31st, 2006. The Note would include the following terms: (1) The Note would have priority over and be senior to any indebtedness subsequently incurred by Infinity (other than secured debt incurred in connection with the acquisition of equipment necessary for the operation of the business of Infinity); (2) The Note would accrue simple interest at a rate of 8.25% per annum; (3) The Note would include such other representations, warranties, terms and conditions as are customary in such a replacement plate will also transaction; (4) Infinity shall be rejectedentitled to prepay (at its option and without penalty) the principal amount of the Note and all interest accrued and payable thereon at any time during the term of the Note; (5) The principal amount of the Note and all interest accrued and payable thereon would become payable in full, at the option of JJPRD, immediately prior to the closing of any transaction in which a “Change of Control” of Infinity would occur. For purposes of this Section, a replacement plate modified “Change of Control” of Infinity shall mean (A) any merger or consolidation which results in whole the voting securities of Infinity outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or part with new Library Compounds selected by being converted into voting securities of the surviving or acquiring entity) 50% or less of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation; (ii) any sale, license or other distribution or disposition of all or substantially all of the assets of Infinity; (iii) the liquidation or dissolution of Infinity; or (iv) the acquisition of “beneficial ownership,” as defined in cooperation with JJPRD from within Rule 13d-3 under the same synthetic scheme Securities Exchange Act of 1934, as amended (the rejected plate. CAMBRIDGE, MA, January 6, 2005—Infinity Pharmaceuticals Inc. today announced that it has entered into a collaborative agreement enabling Xxxxxxx & Xxxxxxx Pharmaceutical Research & Development, a division of Xxxxxxx Pharmaceutica N.V. (“J&JPRDExchange Act”), to identify novel, small molecule therapeutic agents using of securities of Infinity representing 50% or more of the combined voting power of Infinity’s novel compound collection. Infinity will provide J&JPRD with non-exclusive access to then outstanding securities (other than through a proprietary collection merger or consolidation or an acquisition of small molecules which J&JPRD may screen broadly against multiple targets securities directly from Infinity) by any “person” as such term is used in Sections 13(d) and perform chemistry to identify small molecule drug leads. The industrialized nature 14(d) of the Exchange Act, other than Infinity, or any trustee or other fiduciary holding securities under an employee benefit plan of Infinity. (6) The principal amount of the Note and all interest accrued and payable thereon would become payable upon the expiration of the term of the Note. By way of illustration and for the avoidance of doubt, assume Infinity platform enables it delivered a total of [**]compounds to JJPRD and that JJPRD has accepted each of the [**] compounds, then Infinity would refund JJPRD an amount of $[**], i.e., $[**] X [**] (the remaining number of compounds not delivered to JJPRD pursuant to the Agreement), consisting of $[**]in cash, and remainder to be scaled for widespread use within J&JPRD to capitalize on evidenced by the platform’s potential for broad therapeutic utility across numerous disease areas. Under the terms of the agreement, J&JPRD pays an upfront license fee. Additionally, Xxxxxxx & Xxxxxxx Development Corporation, an affiliate of J&JPRD, has made an equity investment in Infinity. Other financial details were not disclosed. “Infinity’s proprietary chemical technology platform offers J&JPRD a unique opportunity to combine our distinct chemistry prowess with their established research and development capabilities,” said Xxxxxx Xxxxx, Chief Scientific Officer, Infinity. “This collaboration will ideally enable J&JPRD to identify breakthrough chemical compounds that will have great utility in the effort to address diseases with significant unmet medical needNote described above.” “We are very excited to be working with J&JPRD, a highly regarded leader in the field of pharmaceuticals and healthcare,” said Xxxxxxx Xxxxxxx, Chief Business Officer, Infinity. “This alliance, our third within one year, highlights Infinity’s ability to successfully execute against our business model – a model that uniquely enables us to achieve the dual benefit of continuing to build our internal drug discovery efforts while also generating revenue. Complementing our internal drug discovery efforts, our plans for 2005 call for us to add one additional partner to whom we will grant access to the Infinity chemical technology platform and our proprietary compound collection.”