MATERIAL TRANSFER AGREEMENT
This Material Transfer Agreement (together with its Exhibits referred to herein
as the "Agreement") governs the transfer of certain substances from time to time
from Ontogeny, Inc., ("Ontogeny") to Biosyntech Limited having its place of
business at 475, bout, Xxxxxx-Xxxxxxxx, Montreal (Laval) QC Canada H7V 4B3
("COMPANY").
1. BACKGROUND. Ontogeny desires to obtain samples of COMPANY's proprietary
delivery vehicle described in Exhibit A (such delivery vehicle, excluding
the Materials, together with its progeny, derivatives or improvements is
referred to herein as the "Vehicle") to evaluate the Vehicle's suitability
in its animal models set forth in Exhibit B. COMPANY desires to obtain
samples of the material described in Exhibit A from Ontogeny for use in the
research described in Exhibit A under the terms and conditions of this
Agreement. Such material, together with its progeny, derivatives or
improvements is referred to herein as "Material". As part of the research
described in Exhibit A, COMPANY will incorporate the Material into
COMPANY's Vehicle. The Vehicle containing the Material shall be referred to
herein as the Vehicle/Material Product. Additionally, Ontogeny may desire
to evaluate Vehicle/Material Product in accordance with Exhibit B. The
research set forth in Exhibits A and B shall be considered "Research" under
this Agreement. COMPANY shall own all title and interest in and to the
Vehicle.
2. THE MATERIAL AND THE RESEARCH. COMPANY acknowledges that Ontogeny has
rights to the Material. Ontogeny will supply COMPANY with such quantities
of the Material as COMPANY may reasonably request and as Ontogeny may make
available, in its sole discretion, from time to time. However, Ontogeny
shall be under no obligation to supply any Material at any time and may
cancel the supply of Material at any time without advance notice. COMPANY
will use the Material, the Vehicle/Material Product and any product or
process derived from the use of the Material or the Vehicle/Material
Product, solely in its Research set forth in Exhibit A and for no other
purpose. The Material and the Vehicle /Material Product will not be used by
COMPANY in research that is subject to consulting or licensing obligations
to another party, unless Ontogeny gives its prior, express written
permission. The Research will be conducted solely by COMPANY at its
research facilities. None of the Material or Vehicle/Material Product will
be transferred or sold to third parties. COMPANY WILL NOT USE THE MATERIAL
OR VEHICLE/MATERIAL PRODUCT FOR TESTING IN OR TREATMENT OF HUMAN SUBJECTS.
COMPANY acknowledges that the Material and Vehicle/Material Product is
experimental and will comply with all laws and regulations applicable to
its handling and use. Any Material remaining upon completion of the
Research will be returned to Ontogeny.
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Any Vehicle/Material Product remaining upon completion of the Research will
be destroyed by COMPANY.
3. THE VEHICLE AND THE RESEARCH. COMPANY will supply Ontogeny with such
quantities of the Vehicle as Ontogeny may reasonably request and as COMPANY
may make available, in its sole discretion, from time to time. However,
COMPANY shall be under no obligation to supply any Vehicle at any time and
may cancel the supply of Vehicle at any time without advance notice.
Additionally, COMPANY will supply Ontogeny with such quantities of the
Vehicle/Material Product or other related materials as needed by Ontogeny
in order to conduct the Research set forth in Exhibit B hereto. Ontogeny
will use the Vehicle, the Vehicle/Material Product and any product or
process derived from the use of the Vehicle or the Vehicle/Material
Product, solely in its Research set forth in Exhibit Band for no other
purpose. The Research will be conducted solely by Ontogeny at its research
facilities or by a third party contractor at their facilities. None of the
Vehicle or Vehicle/Material Product will be transferred or sold to third
parties other than the aforesaid third party contractors. ONTOGENY WILL NOT
USE THE VEHICLE OR VEHICLE/MATERIAL PRODUCT FOR TESTING IN OR TREATMENT OF
HUMAN SUBJECTS. COMPANY acknowledges that the Vehicle and Vehicle/Material
Product is experimental and will comply with all laws and regulations
applicable to its handling and use. Any Vehicle remaining upon completion
of the Research will be returned to COMPANY. Any Vehicle/Material Product
remaining upon completion of the Research will be destroyed by Ontogeny.
4. IN VIVA STUDIES. If COMPANY or Ontogeny is using the Vehicle/Material
Product for non-human in vivo studies, it will comply with all applicable
federal, state and local laws and regulations.
5. INVENTIONS.
5.1 DISCLOSURE. COMPANY will promptly and fully disclose in writing to Ontogeny
any and all inventions, (whether or not protectable under state, federal or
local laws) related to the Material, the Vehicle/Material Product or their
use, or developed using the Material, or the Vehicle/Material Product which
are conceived and/or reduced to practice by COMPANY, in the course of its
Research and Ontogeny will promptly and fully disclose in writing to
COMPANY any and all inventions, (whether or not protectable under state,
federal or local laws) related to the Vehicle, the Vehicle/Material Product
or their use, or developed using the Vehicle, or the Vehicle/Material
Product which are conceived and/or reduced to practice by Ontogeny, in the
course of its Research (collectively, the "Invention(s)").
5.2 RIGHTS.Except as provided herein, ownership of any Invention shall be
determined in accordance with the applicable intellectual property laws of
the United States of America. Notwithstanding any other provision contained
in this Agreement (a) Ontogeny shall solely own those Inventions
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that are directed to Material or relate to the use thereof, except in
combination with the use of the Vehicle and (b) COMPANY shall solely own
those Inventions that are directed to the Vehicle or relate to the use
thereof, except in the combination with the use of the Material. Ontogeny
and Company hereby agree that a party may not use information from the
Research to file a patent application without the prior written consent of
the other party on any Inventions that cover (i) the Vehicle and the
Material, (ii) the combination of the Vehicle and the use of the Material;
(iii) the combination of the Material and the use of the Vehicle, or (iv)
the combination of the use of the Vehicle and the use of the Material
("Joint Inventions"). COMPANY represents and warrants that no other person
has any prior right to ownership of Joint Inventions or a prior right to
acquire a license under such Joint Inventions by reason of any action or
agreement by COMPANY, except as disclosed in the Agreement in Exhibit C.
5.3 PATENT APPLICATIONS. Subject to Section 5.2 any and all patent applications
necessary to protect the proprietary position of solely owned Inventions by
Ontogeny will be prepared, filed and maintained by Ontogeny with expenses
paid by Ontogeny. Subject to Section 5.2 any patent application necessary
to protect the proprietary position of solely owned Inventions by COMPANY
will be prepared, filed and maintained by COMPANY with expenses paid by
COMPANY. For any and all patent applications on Joint Inventions, both
Ontogeny and COMPANY agree to cooperate jointly at each such party's own
expense in the preparation, prosecution and/or maintenance of any patents
or patent applications for a Joint Invention.
5.4 REPORTS. At Ontogeny's request, COMPANY will advise and update Ontogeny on
the progress and results of the Research subject to Section 7. At COMPANY's
request, Ontogeny will advise and update COMPANY on the progress and
results of the Research subject to Section 7.
6. NO LICENSE. Ontogeny retains all rights and title in and to the Material
and all related Ontogeny intellectual property rights, including without
limitation, any patents, patent applications, copyrights and copyright
applications, subject to the limited right of use granted to COMPANY herein
to carry out the Research, and retains the right to have any
Vehicle/Material Products destroyed and any Material returned to Ontogeny
or disposed of upon request. COMPANY understands that no other right or
license to the Material, the Vehicle/Material Products or to their use is
granted or implied as a result of Ontogeny's sending the Material to it.
Nothing contained in this Agreement shall restrict Ontogeny's right to
disclose, use, sell, assign, transfer or distribute the Material to any
other entity for commercial or noncommercial purposes. COMPANY retains all
rights and title in and to the Vehicle and all related COMPANY intellectual
property rights, including without limitation, any patents, patent
applications, copyrights and copyright applications, subject to the limited
right of use granted to Ontogeny herein to carry out the Research, and
retains the right to have any Vehicle/Material Products destroyed and any
Vehicle returned to COMPANY or disposed of upon
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request. Ontogeny understands that no other right or license to the
Vehicle, the Vehicle/Material Products or to their use is granted or
implied as a result of COMPANY's sending the Vehicle or Vehicle/Material
Products to it. Nothing contained in this Agreement shall restrict COMPANY
's right to disclose, use, sell, assign, transfer or distribute the Vehicle
to any other entity for commercial or noncommercial purposes.
7. CONFIDENTIALITY. Subject to Section 5.3 hereof, for a period of 5 years
from the date of this Agreement, neither party will disclose or publish the
results of the Research to third parties other than in confidence to its
directors, officers, employees, consultants, corporate partners or
potential corporate partners. With the exception of the results of the
Research, any confidential or proprietary information provided by Ontogeny
to COMPANY shall be considered Ontogeny Proprietary Information and for a
period of five years from the latest date of disclosure of any Ontogeny
Proprietary Information hereunder, COMPANY agrees that it will hold in
confidence and not disclose or make available to any third party, any
Ontogeny Proprietary Information disclosed to it by or on behalf of
Ontogeny, will not use such Ontogeny Proprietary Information for any
purpose other than as advised or directed by Ontogeny, and will not exploit
such Ontogeny Proprietary Information for its own benefit or the benefit of
another without the prior written consent of Ontogeny. With the exception
of the results of the Research, any confidential or proprietary information
provided by COMPANY to Ontogeny shall be considered COMPANY Proprietary
Information and for a period of five years from the latest date of
disclosure of any COMPANY Proprietary Information hereunder, Ontogeny
agrees that it will hold in confidence and not disclose or make available
to any third party, any COMPANY Proprietary Information disclosed to it by
or on behalf of COMPANY, will not use such COMPANY Proprietary Information
for any purpose other than as advised or directed by COMPANY, and will not
exploit such COMPANY Proprietary Information for its own benefit or the
benefit of another without the prior written consent of COMPANY. Ontogeny
Proprietary Information and COMPANY Proprietary Information shall not
include information which:
(a) is known to the public at the time of disclosure by the disclosing
party or becomes so known through no wrongful act on the part of the
receiving party, but only after it becomes so publicly known:
(b) is in the receiving party's possession at the time of disclosure by
the disclosing party, as evidenced by written records;
(c) becomes known to the receiving party through disclosure by sources not
under an obligation to the disclosing party to maintain such
information in confidence as evidenced by written records;
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(d) independently developed by or on behalf of the receiving party without
reference to or reliance on the Proprietary Information of the
disclosing party, as evidenced by written records.
8. NO WARRANTY. THE MATERIAL IS PROVIDED TO COMPANY AS-IS AND WITHOUT
WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY REPRESENTATION OR
WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, OR
OTHER RIGHTS. THE VEHICLE IS PROVIDED TO ONTOGENY AS-IS AND WITHOUT
WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT ANY REPRESENTATION OR
WARRANTY THAT THE USE OF THE VEHICLE WILL NOT INFRINGE ANY PATENT, OR OTHER
RIGHTS.
9. INDEMNIFICATION. To the extent permitted under governing law, COMPANY will
indemnify and hold Ontogeny harmless from any claims or liability resulting
from COMPANY's use, handling or storage of the Material or Vehicle/Material
Product, except insofar as such claims or liability result from Ontogeny's
negligence or wrongdoing subject to Ontogeny providing prompt written
notice of any such claim or liability and COMPANY having the right to
control the defense and/or settlement of such claim; and to the extent
Ontogeny has been negligent or engaged in wrongdoing, Ontogeny shall
indemnify COMPANY to the extent permitted under governing law subject to
COMPANY providing prompt written notice of any such claim or liability and
Ontogeny having the right to control the defense and/or settlement of such
claim. To the extent permitted under governing law, Ontogeny will indemnify
and hold COMPANY harmless from any claims or liability resulting from
Ontogeny's use, handling or storage of the Vehicle or Vehicle/Material
Product, except insofar as such claims or liability result from COMPANY's
negligence or wrongdoing, subject to COMPANY providing prompt written
notice of any such claim or liability and Ontogeny having the right to
control the defense and/or settlement of such claim; and to the extent
COMPANY has been negligent or engaged in wrongdoing, COMPANY shall
indemnify Ontogeny to the extent permitted under governing law subject to
Ontogeny providing prompt written notice of any such claim or liability and
COMPANY having the right to control the defense and/or settlement of such
claim.
10. TERMINATION. Either party may terminate this Agreement on thirty (30) days
prior written notice to the other party. Upon termination, COMPANY shall
destroy any Vehide/Material Products, shall immediately return to Ontogeny
all Ontogeny Proprietary Information provided by Ontogeny, and all Material
and all of COMPANY's right to use the Material and the Vehicle/Material
Products shall end. Upon termination, Ontogeny shall destroy any
Vehicle/Material Product, shall immediately return to
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COMPANY all COMPANY Proprietary Information provided by COMPANY, and all
Vehicle and all of Ontogeny's right to use the Vehicle and the
Vehicle/Material Products shall end. Following termination, neither party
shall have any further obligations under this Agreement, except that
Sections 5 through 10 shall survive termination.
11. MODIFICATIONS. This Agreement supersedes all prior agreements, written or
oral, including the Confidential Disclosure Agreement dated October 26,
1999 between COMPANY and Ontogeny relating to the subject matter of this
Agreement provided that the obligations of confidentiality and nonuse
attaching to the Proprietary Information disclosed under such Confidential
Disclosure Agreement shall survive its termination. This Agreement may not
be modified, changed or discharged, in whole or in part, except by an
agreement in writing signed by the COMPANY and Xxxxxxxx.
00. THIRD PARTIES. The COMPANY and Ontogeny hereby represent that the
acceptance of the Material and Vehicle in accordance with, and the
performance of all the terms of this Agreement do not and will not breach
or conflict with any other agreement or arrangement to which the COMPANY or
Ontogeny is a party.
13. BAILMENT. It is the intent of the parties that the transfer of Material to
COMPANY or the transfer of Vehicle to Ontogeny be considered a bailment,
and shall be considered neither a conditional nor an unconditional sale.
Any monies transferred in conjunction with the transfer of Material,
Vehicle and information shall be only to cover the costs associated with
the transfer, and shall not represent consideration for an exchange of
title thereto.
14. MISCELLANEOUS. This Agreement (a) may not be assigned or transferred by any
party without the prior written consent of the other party, except that
Ontogeny or COMPANY may assign this Agreement to an affiliated company or
in connection with the merger, consolidation or sale of all or
substantially all of its assets and (b) shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, Ontogeny and COMPANY have caused this Agreement to be
executed in their names by their properly and duly authorized officers or
representatives.
Ontogeny, Inc.
Name: /s/ Xxxx Xxxxxxxxx
------------------
Xxxx Xxxxxxxxx
Title: Senior V.P., Business Development
Date: 12/03/99
Ontogeny, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Biosyntech Limited
Name: /s/ Xxxxxxxx Xxxxxxx
--------------------
Xxxxxxxx Xxxxxxx
Title: Vice President R&D
Date: 12/03/99
Biosyntech
000, xxxx. Xxxxxx Xxxxxxxx
Xxxxxxxx (Xxxxx) XX X0X 0X0
Xxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Exhibit A
1. VEHICLE: Biosyntech's proprietary BST-gel delivery system
2. MATERIAL: Recombinant human hedgehog proteins. The research will focus on
the use of one chemically modified form of recombinant human hedgehog
(shin) protein. However, unmodified recombinant shh protein or other forms
of the shh protein obtained by chemical modification may also be used. The
related human recombinant Indian hedgehog (ihh) protein or its modified
forms may also be used.
3. RESEARCH BY COMPANY: The COMPANY will formulate the Vehicle/Material
Product. The COMPANY will assist in assessing the in vitro release kinetics
of Material from the Vehicle. The COMPANY will provide Ontogeny with
different formulations of the Vehicle/Material Product to be tested in
Ontogeny's in vitro and in viva assays.
Exhibit B
Research by Ontogeny: Ontogeny will test the Vehicle and the
Vehicle/Material in various in vitro and in vivo assays.
Exhibit C
(Please insert any prior right to ownership exceptions, as they pertain to
Section 5.2)
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ONTOGENY CORPORATE PROFILE
Company Ontogeny, Inc., founded in 1994 is a privately held biotechnology
Background company developing therapies to combat disorders associated with
loss of cell function, aging and degeneration. Some areas of
therapeutic focus are:
o neurological disorders: Alzheimer's and Parkinson's disease,
peripheral neuropathies
o orthopedic disorders: osteoarthritis, osteoporosis; and
cartilage/bone injuries
o dermatological disorders: skin cancer, wound healing and
hair growth
o diabetes: cell therapy for juvenile onset; factors/small
molecules for adult insulin dependent diabetes.
The company is developing drugs based on small molecules
that are key inducers of cell and tissue growth and
differentiation. The company has already identified and
possesses proprietary rights to an important family of
inducing molecules called the hedgehog family. Ontogeny is
developing several of these proteins into organ-specific
therapeutics intended to repair tissue and thereby restore
function to the damaged system of a patient's body. As the
aging population increases worldwide, the need for effective
and safe treatments for many degenerative disorders will
increase. Ontogeny intends to become a leader in developing
therapies for these degenerative disorders.
Developmental In the last ten years, access to the tools of molecular biology a
Biology and classical embryology has enabled developmental biology to
make great strides towards discovering and defining the
mechanisms and processes by which organisms develop. These
discoveries have positioned developmental biology to become an
integral component of drug discovery. The key control molecules
of development are called inducing molecules.
Ontogeny The determining molecules of development, inducing molecules, have
Technology recently been identified and have proven to be potent secreted
proteins that act at the level of the cell surface. Ontogeny has
sole proprietary rights to a number of the inducing molecules,
including an important group known as the hedgehog family. The
hedgehog family of molecules include the following.
o Sonic hedgehog plays a major role in the differentiation of
the central nervous system (CNS). Ontogeny has demonstrated
that sonic hedgehog has inductive, growth factor and
neuroprotective properties, which offer potential for
treating neurodegenerative disorders.
o Indian hedgehog is implicated in the development of bone
and cartilage and has the potential to treat orthopedic
disorders including osteoarthritis and osteoporosis.
o Desert hedgehog appears to play a role in normal nerve
signaling through its effect on the cells that support the
peripheral nerves. Ontogeny is exploring its use in
disorders where normal nerve signaling is damaged due to
chemotherapy-induced neuropathy, diabetic-induced
neuropathy, and multiple sclerosis, for example.
o Patched is critical for normal skin and hair formation.
Aberrant and excessive activation of its signaling pathway
can result in basal cell nevus syndrome and in basal cell
carcinoma (BCC). BCC, a skin cancer, results from excessive
exposure to sunlight and is the most common human cancer,
affecting more people than all other cancers combined.
Ontogeny Neurological Disorders. One of Ontogeny's lead programs is in
Programs the area of neurodegenerative disorders, such as Xxxxxxxxx'x
disease, Alzheimer's disease and peripheral neuropathies, where
the technical strategy is to restore normal function that has been
destroyed by disease. With a corporate partner, Ontogeny has made
key progress in moving toward the clinic with products to address
treatment for these diseases.
Orthopedic Disorders. Ontogeny's strategy focuses on the fact that
Indian hedgehog is implicated in normal development of bone and
cartilage. It has been demonstrated that Indian hedgehog can
stimulate and regulate bone formation. This important finding has
direct implications for potential pharmacological use in fracture
repair and implant fixation, and Ontogeny is proceeding to
preclinical work in these areas.
Dermatological Disorders. Congenital or acquired patched defects
commonly result in a skin cancer known as basal cell carcinoma
(BCC). BCC is the most common human cancer and affects one-quarter
to one-half of all Caucasians. Ontogeny is using insights gained
to screen for new chemical entities for the non-surgical treatment
of this common disorder.
Diabetes. In the areas of both juvenile and adult onset diabetes
Ontogeny's technical strategy is to use insights from
developmental biology to identify molecules and stem cells that
will restore insulin production.
OntoScreen(TM)To identify inducing molecules, Ontogeny has devised a
developmental biology-based functional screening system. With the
OntoScreen screening system, researchers can sift through the vast
amount of sequence information being generated by the genome
project to identify sequences of therapeutic interest. This
screening system uses proprietary assays to identify new entities
that regulate the mechanisms of development and repair. The
automated system allows for medium-to-high throughput of materials
including genes, gene sequences, proteins and chemical entities to
rapidly identify those with therapeutic potential.
Ontogeny Ontogeny has raised approximately $70 million from private
Financial placements and upfront payments from collaborators. This total
History consists of proceeds from the founding round in August 1994, a
second round in January 1996, a mezzanine round in March 1997, and
most recently, the completion of a private placement in December
1998.
Ontogeny Ontogeny has collaboration with the following:
Alliances o Biogen. The principal focus of this recently extended and
expanded partnership is on developing products for
neurological disorders.
o Roche. This alliance is focused on developing a product for
local bone and cartilage disorders.
o Becton Xxxxxxxxx and Ontogeny are focusing on a cell-based
therapy for diabetes.
o Genzyme Molecular Oncology is producing Serial Analysis of
Gene Expression (SAGE) libraries that enable Ontogeny to
analyze differential gene expression for product
identification.
o Tropix will perform ultra-high-throughput screening of large
combinatorial compound libraries for activity against
Ontogeny's unique biological targets.
o ComGenex and Oxford Asymmetry (OAI) provide Ontogeny with
access to diverse chemical products in their combinatorial
chemistry libraries. In addition, OAI will provide medicinal
chemistry services to optimize Ontogeny's therapeutic leads.
o Ontogeny has organized a consortium of academic
dermatological oncology centers for the development of leads
in the areas of skin cancer and skin and hair growth.
Participating are Stanford University, Xxxxxxx and Women's
Hospital in conjunction with the Xxxx-Xxxxxx Cancer
Institute, the University of California San Xxxxxxxx and San
Francisco General Hospital.
Ontogeny Scientific Advisors Board
Team Xxxxxxx X. Xxxxxx, Ph.D., Chair, Harvard University
Xxxxxx X. Xxxxxx, Ph.D., Xxxxx Xxxxxxx University School of Medicine
Xxxxxx Xxxxxxxxx, Ph.D., University of Xxxx
Xxxxxx Xxxxxx, Ph.D., University of Umea
Xxxxxx Xxxxxx, Ph.D., University of Umea
Xxxx X. Xxxxx, M.D., University of Colorado School of Medicine
Xxxxxx Xxxxx, Ph.D., Vanderbilt Uniuersity
Xxxxxx Xxxxxx, Ph.D., University of Xxxxxxxxx
Xxxxxx X. Xxxxxxx, Ph.D., Columbia University
Xxxxxx XxXxxxx, Ph.D., Haruard Uniuersity
Xxxx Xxxxx, Ph.D., Stanford University School of Medicine
Xxxxxxx X. Xxxxx, Ph.D., Stanford University School of Medicine
Xxxxx Xxxxx, Ph.D., Haruard Medical School
Xxxxxxxxxxx V. E. Xxxxxx, Ph.D., Vanderbilt Uniuersity
Board of Directors
Xxxxxxx X. Xxxxxx, Chair, Greylock Management
Xxxxxxxxxxx X. Xxxxx, Best Practices
Xxxxx X. Xxxxxxxxxxxx, Ph.D., Vanguard Medica Limited
Xxxxxx X. Xxxxxxx, Ph.D., Ontogeny, Inc.
Xxxxx X. Xxxxx, Xx., One Liberty Ventures
Xxxx X. Xxxxxx, Vulcan Northwest, Inc.
Xxxxxxx X. Xxxxxx, Ph.D., Haruard University
Doros Platika, M.D., Ontogeny, Inc.
W. Xxxxx Xxxxxxxx, M.D., Ph.D., Profound Quality Resources Ltd.
Key Personnel
Doros Platika, M.D., President and Chief Executive Officer
Xxxx X. Xxxxxxxxx, Xx. Vice President, Business Development
Xxx X. Xxxxx, Ph.D., Sr. Vice President, Research
Xxxxxx X Xxxxxxxx Vice President, Finance and Chief Financial Officer
Xxxxxxx X. Xxxxxx Director, Human Resources
Xxxxxxx X. Xxxxxxx, Mgr., Corporate Communications and Investor
Relations
November, 1999
