EXHIBIT 10.59
AMENDMENT NO. 1 TO THE 2001 AGREEMENT BETWEEN DISCOVERY
PARTNERS INTERNATIONAL, INC AND PFIZER INC
Execution of this letter amendment ("Amendment No. 1") between PFIZER INC
("Pfizer") and DISCOVERY PARTNERS INTERNATIONAL, INC. ("DPI"), will serve to
amend an agreement between the parties, effective as of May 15, 2002 (the "2002
Agreement").
WHEREAS, the 2002 Agreement provides for a four (4) year program between DPI and
Pfizer 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; and
WHEREAS, the parties now wish to amend the 2002 Agreement, and
NOW THEREFORE, the Parties agree as follows:
1 Scope of Amendment No. 1. Amendment No. 1 modifies and amends the 2002
Agreement only to the extent expressly specified herein. Otherwise, the terms
and conditions of the 2002 Agreement shall remain unchanged and shall
continue to be full force and effect.
2 Definitions. For purposes of this Amendment, capitalized terms in this
Amendment have the same meaning as in the 2002 Agreement unless modified
below. The following definition will be added as follows:
2.1 "Compound Resynthesis Services" means work performed by DPI under a
Request for Service to re-synthesis compounds according to pre-existing
protocols directed by a Request for Services form. Such pre-existing
protocols shall come from those developed under that *** Agreement
between *** *** and *** and dated *** (as amended hereto) (the " ***
Agreement"). Technology used to complete Compound Resynthesis Services
shall be Confidential Information for this Agreement and ownership and
all other rights and restrictions shall be determined in accordance with
the terms of the *** Agreement.
Additionally, the following definitions will be modified as set out below; the
term "Protocol Services" should read in its entirety as follows
2.2 "Protocol Services" shall mean work performed by FTEs at DPI toward
the generation of *** ideas and / or development and refinement of
Protocols for synthesis and purification of Compounds of interest to
Pfizer, as directed by a Pfizer approved Request for Services.
3 The following changes shall be made to Section 2, Scope of Work.
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Confidential Treatment and filed separately with the Commission.
2
Section 2.1, Scope of Work, third line. The following phrase shall be
deleted "Attention *** with a copy to *** *** , *** , Discovery Partners
International, Inc., 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000."
Section 2.2 the first sentence shall be deleted and replaced with: "Upon
receipt of a Request for Service, with the *** , DPI will promptly
conduct a search of its *** ."
Section 2.4 shall be added. "From time to time, DPI will submit *** ***
representing a *** of Compounds to Pfizer during the weekly
teleconference or electronically. This structure submission indicates
DPI's willingness to perform Services. If Pfizer approves of the ***
proposed, a Request for Services will be generated. The Request for
Services will request either Protocol Services, *** basis, or Compound
Services, invoiced to Pfizer on a *** or *** basis (the "Services"). A
Request for Services shall be sent to ChemRx Advanced Technologies, 000
Xxxxxx Xxxxx Xxxx. Xxxxx 0, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000,
Attention *** (Pfizer Project Leader) "
Section 2.5 shall be added: "With regard to Section 2, when Pfizer
authorizes DPI to perform the Service a copy of the Request for Service
shall be sent to *** , *** , Discovery Partners International, Inc.,
0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000."
4 The following changes shall be made to Section 3 and Section 4 relating
to Payment and Payment for Production of Compound Libraries.
Section 3.1.4, the last sentence shall be deleted and replaced as
follows: "DPI's invoices shall be sent to: Pfizer Global Research and
Development, 00 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxx 00000, Attention
*** ."
Section 4.1, to the last sentence the following shall be added: "The
minimum and the maximum compounds comprise compounds from both Compound
Service and Compound Resynthesis Service."
Section 4.1.1 shall be deleted in its entirety and the following shall
be added: "The parties agree that the production and purification of
Compounds with the criteria set forth in Schedule 4.1 affixed hereto
shall be calculated on a *** *** basis, in accordance with the table
below:
***
***
***
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Confidential Treatment and filed separately with the Commission.
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***
The parties agree that compounds produced that meet all of the criteria
set forth in Schedule 4.1 except that there is less than *** but at
least *** *** of such compounds shall be deemed to be *** . DPI shall
have the right to deliver to Pfizer *** up to *** of the number of
Compounds delivered in any individual Library and Pfizer shall accept
and pay for such *** at the rate of *** . Should DPI produce *** in
excess of *** of the number of Compounds in any individual Library, DPI
shall not provide Pfizer *** in excess of such *** without the prior
written consent of Pfizer. *** shall not count toward the calculation of
the *** but shall count towards the calculation of the *** at the rate
of a *** being deemed as *** of *** .
For point of clarity, the calculated cost, based on the table in Section
4.1.1, to produce *** Compounds is *** *** For further clarity in the
same example, if *** were delivered in addition to the *** , the cost
would be increased by *** for a total of *** . In case of such example
*** Compounds would be counted towards the *** *** and *** Compounds
would be counted toward the *** *** *** *** .
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."
The last sentence of Section 4.1.6 will be deleted and the following
will be added: "DPI's invoices shall be sent to: Pfizer Global Research
and Development, 00 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxx 00000,
Attention *** ."
5 The following changes shall be made to Section 6, Project Program.
Section 6.4, third line. The following DPI Appointee " *** " shall be
deleted and replaced with the following DPI Appointee, " *** ".
Section 6.5, third line. The following phrase "DPI co-chairman shall
initially be *** *** " shall be deleted and replaced with the following
phrase "DPI co-chairman shall be *** ".
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Confidential Treatment and filed separately with the Commission.
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Section 6.6.2, the second sentence shall be modified to read: "All
communication pertaining to Compound Services, Compound Resynthesis
Services and Protocol Services shall be the sole responsibility of the
Steering Committee or the Research Contacts."
6 The following changes shall be made to Section 7, Reports and Materials.
Section 7.2.2, the second from last sentence, shall be deleted and the
following shall be added "Materials shall be delivered to *** ,
according to Exhibit D Sample and Data Delivery, in a format agreed
upon by the Steering Committee."
7 The following changes shall be made to Section 10, Key Investigators.
Section 10.1 the first sentence shall be deleted and replaced with the
following " 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."
8. The following changes shall be made to Section 15, Ownership and
Intellectual Property.
Section 15.2, the first sentence shall be deleted and replaced with:
"Subject to Section 15.1 and 15.3.2, *** *** , to *** and the results of
the *** ."
The 2002 Agreement, as amended by this letter, is and shall continue to be in
full force and effect without lapse and is hereby in all respect ratified and
confirmed.
If you agree to the terms and provisions hereof, please evidence your agreement
by countersigning one of the two duplicate original copies of this letter and
returning it to us. This letter shall become effective as of February 1, 2002,
when executed by DPI and received by Pfizer.
Agreed: Pfizer Inc Agreed: Discovery Partners
International
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Name: Xxxxxxxx Xxxxxxxxx
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Title: Title: Chairman and CEO
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Date: 6/12/02 Date: 6/20/02
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