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EXHIBIT 10.14
PROCESS DEVELOPMENT CONSORTIUM
MEMBERSHIP AGREEMENT
This Agreement is entered into as of February 25, 1999 (the "Effective
Date") by and between Argonaut Technologies, Inc., a Delaware corporation with
its principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx X, Xxx Xxxxxx,
Xxxxxxxxxx 00000 ("Argonaut"), and Xxxxx-Xxxxxxx Xxxxx Pharmaceuticals Inc., a
Delaware corporation with its principal place of business at 000 Xxxxxx Xxxx,
Xxxxxxxxxxxx, XX 00000-0000 ("Member").
WHEREAS, Argonaut has expertise in the development of instrumentation
utilizing automated organic chemistry for the preparation of small organic
molecules of broad chemical diversity;
WHEREAS, Argonaut has established a Process Development Consortium
("PDC") to consist of up to ten (10) members which are from the pharmaceutical,
biotechnology, and chemical industries, and Argonaut, for the purpose of
discussing and identifying desirable features, concepts and designs for
instrumentation for automating process development.
WHEREAS, the Member wishes to be a member of the PDC, on the terms and
conditions herein.
NOT THEREFORE, the parties agree as follows:
CONCEPT VALIDATION
Every company who participates in individual meetings regarding the
Process Development Consortium has a high level of interest in the concept and
product. The product to be developed is code named "Process". There was approval
of the overall concept and validation of the primary specifications and
features.
SPECIFICATIONS
The general specifications for the Process Instrument are listed in
Exhibit A.
EXPECTED TIME LINE
The current expected timeline is outlined in Exhibit B.
MEMBERSHIP ADVANTAGES
Member companies will benefit from early exposure to and hands on
experience with prototype instruments, interaction with peers from other
companies and most importantly, input into the design and development process
to ensure the development and commercialization of system for process chemistry
research and development needs.
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TERMS OF MEMBERSHIP
Term. The term of the Agreement is from the effective date of this
Agreement to the commercial release date of the Process Instrument.
Participation. The will be a minimum of seven (7) and a maximum of ten
(10) members in the Consortium.
Meetings. The Consortium will meet three (3) time during the Term at
Argonaut's facilities in San Carlos, California, or another mutually agreed
site. In addition, Argonaut may meet with Member individually, as agreed by
Argonaut and such Member. Each party shall pay its own costs incurred in
connection with such meetings. Argonaut will be responsible for managing the
Consortium, including conducting the quarterly meetings, setting agendas and
providing the format for the discussion and exchange of ideas. Argonaut will
bear the cost of the meeting facilities.
Prototypes. As soon as practicable following the development and
manufacture of Prototypes suitable for distribution, Argonaut shall ship to
Member one (1) unit of the Prototype Process Instrument according the Exhibit
B. The title to the Prototype Process Instrument shall pass to the Member FOB
Shipping Point. The Member will be responsible for all applicable taxes,
duties, VAT and freight charges. Member shall test any Prototype provided by
Argonaut and provide Argonaut with reasonable ongoing feedback as to the
performance of the Prototype. Member may provide Argonaut with information
summarizing the tests and other evaluations performed with respect to the
Prototype and providing specific suggestions for improvements.
Support of Prototypes. Following the delivery of the Prototype to Member,
Argonaut shall provide, at no charge, Member with assistance and support with
regard to the use of such Prototype to the extent reasonably deemed appropriate
by Argonaut. Upon delivery of the commercial Process Instrument as noted below,
Member will return to Argonaut the Prototype Process Instrument.
Acknowledgment. Member acknowledges that any Prototype provided to
Participant hereunder is a product-in-development and will not have the
reliability, ease of use, support, or flexibility of an Instrument ready for
commercial distribution.
Fee. In consideration for its participation in the PDC, Member shall pay
to Argonaut, [*] U.S. Dollars ([*]). In order to support the Prototype, Member
shall receive a computer system and liquid handling system to make the Prototype
operational at a price of [*] U.S. Dollars ($[*]). One half of the total payment
due [*] U.S. Dollars ($[*]) will be due and payable within 30 days after
execution of this Agreement; the remaining payment [*] U.S. Dollars ($[*]) will
be due and payable within 60 days after execution of this Agreement.
Process Instrument. Argonaut shall ship to Member one (1) unit of the
commercial Process Instrument according the Exhibit B. The title to the Process
Instrument shall pass to the Member FOB Shipping Point. The Member will be
responsible for all applicable taxes, duties, VAT and freight charges.
[*] Confidential Treatment Requested
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Failure to Complete Consortium. If Argonaut fails to have at least seven
(7) members join the Consortium by March 31, 1999, Argonaut shall, by April 30,
1999, refund to Member all amounts paid.
Priority. In consideration for its participation in the PDC, and
provided that Member timely pays Argonaut the amounts set forth above, Member
will be entitled to priority status and discount with regard to the purchase of
subsequent commercial "Process" Instruments, not including the original Process
Instrument delivered under this Agreement. To implement priority status and take
advantage of the related discount, a single purchase order for three (3)
additional units must be received November 30, 1999 to receive a [*] discount
from the commercial, non-academic regional list price established by Argonaut
(the "List Price"); a single purchase order for two (2) additional units must be
received November 30, 1999 to receive a [*] discount from the commercial,
non-academic regional list price established by Argonaut (the "List Price"); a
purchase order for one (1) additional unit must be received November 30, 1999 to
receive a [*] discount from the commercial, non-academic regional list price
established by Argonaut (the "List Price"). Shipment priority among Member and
other PDC members will be based on the order of receipt of purchase orders from
Member or such other PDC members.
Confidential Information. In connection with the performance of this
Agreement, Argonaut or Member may not disclose confidential or proprietary
technical or business information to the other. There shall be no
Confidentiality Agreement in force under this Agreement, except for the
financial terms of this Agreement.
Publicity. In connection with the performance of this Agreement,
Argonaut may use Member Company names in press releases announcing the
formation of the Consortium and factual statements regarding membership.
Argonaut may use Member names in press releases related to Process Instrument
items only upon Member's prior consent, which shall not be unduly withheld.
Indemnification. Argonaut shall indemnify and hold harmless Member for
all claims, suits and liabilities relating to Member's participation in this
PDC, except in the case of member's own gross negligence or willful misconduct.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.
XXXXX-XXXXXXX XXXXX ARGONAUT TECHNOLOGIES, INC.
PHARMACEUTICALS
BY: Xxxxxxx X. Xxxxx BY: XXXX X. XXXXXXXX, PH.D
TITLE: Senior Director, TITLE: V.P. Marketing & Business
Process Research Developments
SIGNATURE: /s/ XXXXXXX X. XXXXX SIGNATURE: /s/ XXXX X. XXXXXXXX, Ph.D
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BY: Xxxxxxx X. Xxxx
TITLE: Vice President, General Counsel &
Secretary
SIGNATURE: /s/ XXXXXXX X. XXXX
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[*] Confidential Treatment Requested
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EXHIBIT A
[*]
[*] Confidential Treatment Requested
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[*]
[*] Confidential Treatment Requested
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APPENDIX B
ARGONAUT TECHNOLOGIES
Process Synthesizer Instrument
Consortium Timelines
The timeline detailed below is the current timeline Argonaut believes is
appropriate for the development of the Process Synthesizer. This timeline is
subject to changes based on input from Consortium members, changes to technical,
instrument or software specifications, or unforeseen technical problems. This
timeline should be taken as an indication of the current expectation and current
goals of the Process Development effort, but by no means the unequivocal
timeline for the development of the product.
1. Consortium Membership Completed: .......................... February 1999
2. First Consortium Meeting: ................................. February 1999
Features and Specification Review and Justification
Software Discussion
Validation Experiments
3. First Generation Prototype Operational: .................... February 1999
4. Chemistry Performed: ....................................... February 1999
5. Second Consortium Meeting: ................................. May 1999
Review Prototype
Review Chemistry
Prototype Software Design Review
Prototype Hardware Design Review
6. Prototype Shipment: ........................................ May 1999
7. Prototype Software Distribution: ........................... July 1999
8. Advanced Prototype Instrument Operational: ................. August 1999
9. Prototype Chemistry: ....................................... September 1999
10. Third Consortium Meeting: .................................. September 1999
11. Manufactured Pre-production Units Assembled: ............... October 1999
12. Chemistry Validation: ...................................... October 1999
13. First Commercial Unit Shipments to Consortium Members: ..... December 1999
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