Confidential Treatment Exhibit 10.24
COMPOUND LIBRARY SCREENING AGREEMENT
This Agreement, effective as of the date last written below, is between
Genzyme Corporation ("Genzyme") and Cubist Pharmaceuticals, Inc. ("Cubist").
1. Information Exchange.
(a) Within thirty (30) days after receiving an executed original of
this Agreement, each party shall provide the other with such information as
the Receiving Party (as defined in Paragraph 6) may reasonably request for
the purpose of evaluating the therapeutic potential of any products that may
arise from a collaboration between the parties. Such information shall
include **********************************************************************
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**************************. Genzyme shall confirm to Cubist that each
biological target disclosed by Cubist is not the subject of any research
program currently conducted by Genzyme internally or with any third party
collaborator.
(b) The Receiving Party shall determine in its sole
discretion whether to proceed with the screening activities described in
Paragraph 2 and shall notify the other party of such determination. If either
party determines not to proceed with such screening activities, this
Agreement shall terminate upon receipt of notice to the other party of such
determination. If both parties elect to proceed with the screening
activities, Genzyme will provide Cubist with Compounds as described in
Paragraph 2 within thirty (30) days after receipt of Cubist's notice to
proceed.
2. Screening of Compound Libraries and Deconvolution Services.
(a) Subject to the provisions of Xxxxxxxxx 0, Xxxxxxx will
make available to Cubist all compounds within Genzyme's libraries as of the
effective date this Agreement ("Compounds"). Compounds added to Genzyme's
libraries after such date will be made available to Cubist on a semiannual
basis during the term of this Agreement. Compounds will be
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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delivered in quantities of ****************************************************
***************** (a "Mixture"). Genzyme grants Cubist a non-exclusive,
worldwide right to use the Compounds to screen against biological targets
identified by Cubist to evaluate the biological activity of the Compounds. Such
right may not be sublicensed and does not include the right to sell or otherwise
transfer the Compounds to third parties. Cubist will use commercially reasonable
efforts to screen all Compounds provided by Genzyme against each of the targets
identified by Cubist pursuant to Paragraph 1 (a).
(b) Subject to a Mixture satisfying criteria agreed upon by
Cubist and Genzyme for biological activity (e.g., potency and
dose-responsiveness) against a target screened by Cubist, Genzyme will provide
the following services: ******************************************************
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3. Availability of License.
(a) Cubist shall notify Genzyme of all Active Compounds
identified by Cubist. "Active Compound" shall mean a Compound that has exhibited
biological activity against a target warranting, in Cubist's reasonable business
judgment, further development.
(b) If any Active Compound previously has been committed to a
third party or to an internal Genzyme program, Cubist shall have no rights in or
to such Active Compound. In all other cases, Genzyme shall disclose to Cubist
the chemical composition and structure of the Active Compound and Cubist shall
have a right of first negotiation to obtain a license (the "Negotiation Right"),
in accordance with the procedures set forth in Paragraph 3(c).
(c) Cubist may exercise the Negotiation Right upon written
notice to Genzyme which is received by Genzyme at any time during the term of
this Agreement, whereupon the parties will engage in good faith negotiations to
establish the terms and conditions of a mutually acceptable research
collaboration agreement. Such research collaboration agreement will provide,
among other matters, for the following: (i) establishments of committees to
manage the collaboration; (ii) licenses under intellectual property rights of
each party to conduct medicinal chemistry and preclinical development of the
Active Compound; (ii)
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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responsibilities of the parties for specific preclinical development activities;
(iv) commercialization strategy for the Active Compound following preclinical
development; and (v) sharing of commercialization revenues after recovery by
each party of its preclinical development costs.
(d) If the parties are unable to negotiate and execute a
mutually acceptable collaboration agreement within ************* after the date
upon which Cubist exercised the Negotiation Right, Genzyme shall have the right
to license the Active Compound to any third party, subject to non-disclosure
restrictions set forth in Paragraph 6.
4. Use and Transfer Restrictions. Cubist acknowledges and agrees that
the Compounds (including without limitation all Active Compounds) are
proprietary to and owned by Genzyme and or may be covered by claims of U.S. and
international patents or parent applications of Genzyme. Cubist agrees to use
the Compounds only for the purposes set forth in this Agreement. Cubist agrees
(i) not transfer such Compounds to any third party without the prior written
consent of Genzyme, (ii) to permit access to the Compounds only to its employees
and consultants requiring such access, (iii) to inform such employees and
consultants of the proprietary nature of the Compounds, and (iv) to take
reasonable precautions, at least as stringent as those observed by Cubist to
protect its own proprietary material, to ensure that such employees and
consultants observe the obligations of Cubist pursuant to this Paragraph. Upon
the expiration or termination of this Agreement, Cubist shall, at the
instruction of Genzyme, either destroy or return any unused Compounds.
5. Compliance with Law. Cubist agrees to comply with all federal, state
and local laws and regulations applicable to the use, storage, disposal, and
transfer of all the Compounds, including without limitation the Toxic Substances
Control Act (15 USC 2601 et. seq.) and implementing regulations (in particular,
40 CFR 720.36 [Research and Development Exemption]), the Food, Drug, and
Cosmetic Act (21 USC 301 et. seq.) and implementing regulations, and all Export
Administration Regulations of the Department of Commerce. Cubist assumes sole
responsibility for any violation of such laws or regulations by Cubist or any of
its affiliates.
6. Confidential Information.
(a) As used in this Agreement, the term "Confidential
Information" means any technical or business information furnished by one party
("Disclosing Party") to the other party ("Receiving Party") in connection with
this Agreement and specifically designated as confidential
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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including, without limitation, any information disclosed by the parties pursuant
to Paragraphs 1, 2 and 3 of this Agreement. Such Confidential Information may
also include, without limitation, trade secrets, know-how, inventions,
formulations, compositions, technical data or specifications, testing methods,
business or financial information, research and development activities, product
and marketing plans, customer and supplier information. Confidential Information
that is disclosed in writing shall be marked with the legend "confidential".
Confidential Information that is disclosed orally or visually shall be
documented in a written notice prepared by the Disclosing Party and delivered to
the Receiving Party within thirty (30) days of the date of disclosure. Such
notice shall summarize the Confidential Information disclosed to the Receiving
Party and reference the time and place of disclosure.
(b) The Receiving Party shall and shall cause its employees
engaged in the research to: (i) maintain all Confidential Information in strict
confidence, except that the Receiving Party may disclose or permit the
disclosure of any Confidential Information to its directors, officers,
employees, consultants, and advisors who are obligated to maintain the
confidential nature of such Confidential Information and who need to know such
Confidential Information for the purposes set forth in this Agreement; (ii) use
all Confidential Information solely for purposes set forth in this Agreement;
and (iii) reproduce the Confidential Information only to the extent necessary to
effect the purpose set forth in this Agreement, with all such reproductions
being considered Confidential Information.
(c) The obligations of the Receiving Party under Paragraph
6(b) shall not apply to the extent that the Receiving Party can demonstrate by
written documentation that certain Confidential Information: (i) was in the
public domain prior to the time of its disclosure under this Agreement; (ii)
entered the public domain after the time of its disclosure under this Agreement
through means other than an unauthorized disclosure resulting from any act or
omission by the Receiving Party; (iii) was independently developed or discovered
by the Receiving party prior to the time of its disclosure under this Agreement;
(iv) is or was disclosed to the Receiving Party at any time, whether prior to or
after the time of its disclosure under this Agreement, by a third party having
no fiduciary relationship with the Disclosing Party and having no obligations of
confidentiality with respect to such Confidential Information; or (v) is
required to be disclosed to comply with applicable laws or regulations, or with
a court or administrative order, provided that the Disclosing Party receives
prior written notice of such disclosure and
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that the Receiving party takes all reasonable and lawful actions to obtain
confidential treatment for such disclosure and, if possible, to minimize the
extent of such disclosure.
(d) The Receiving Party agrees that the Disclosing Party (or
any third party entrusting its own confidential information to the Disclosing
Party) is and shall remain the exclusive owner of the Confidential Information
disclosed by the Disclosing Party and all patent, copyright, trademark, trade
secret, and other intellectual property rights in, or arising from such
Confidential Information. No option, license, or conveyance of such rights to
the Receiving Party is granted or implied under this Agreement. If any such
rights are to be granted to the Receiving Party, such grant shall be expressly
set forth in a separate written instrument.
(e) Upon the termination by either party of this Agreement,
the Receiving Party shall return to the Disclosing Party all originals, copies,
and summaries of documents, materials, and other tangible manifestations of
Confidential Information in the possession or control of the Receiving Party.
The obligations set forth in this Agreement shall remain in effect for a period
of five (5) years after such termination by either party.
(f) The Receiving Party agrees that any breach of its
obligations under this Paragraph 6 will cause irreparable harm to the Disclosing
Party; therefore, the Disclosing Party shall have, in addition to any remedies
available at law, the right to obtain requitable relief to enforce this
Agreement.
7. No Warranties. Any Compounds delivered pursuant to this Agreement
are understood to be experimental in nature and may have hazardous Properties.
GENZYME MAKES NO REPRESENTATIONS, AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPOUNDS, THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
THAT THE USE OF THE COMPOUNDS WILL NOT INFRINGE ANY PATENT OR OTHER INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY.
8. Indemnification. Cubist assumes all liability for, and agrees to
indemnify, defend, and hold harmless Genzyme and its directors, officers,
representatives, employees, and agents against, all losses, expenses (including
without limitation any reasonable legal expenses), claims, demands, damages,
judgments, suits, or other actions arising form
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the use, storage, or disposal of the Compounds by Cubist and its affiliates and
sublicenses, or form any breach of its obligations under Paragraph 5 of this
Agreement. Genzyme assumes all liability for, and agrees to indemnify, defend,
and hold harmless Cubist and its directors, officers, representatives,
employees, and agents against, all losses, expenses (including without
limitation any reasonable legal expenses), claims, demands, damages, judgements,
suits, or other actions arising from the use, storage, or disposal of the
Compounds by Genzyme and its affiliates.
9. Termination. Subject to early termination pursuant to Paragraph
1(b), this Agreement shall commence on the date last written below and continue
for a period of six (6) months. Thereafter, this Agreement shall be
automatically extended for successive additional six (6) month period unless, by
written notice given at least thirty (30) days prior tot he expiration of any
such period, either party elects to cause this Agreement to terminate at the end
of the then-current peried, Sections 3 (paragraph (d) only), 4, 5, 6, 7 and 8,
shall survive termination of this Agreement.
10. Miscellaneous. This Agreement shall not be assigned or otherwise
transferred by either party without the prior written consent of the other party
to this Agreement. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts. This Agreement constitutes the entire
understanding of the parties and supersedes all prior agreements, written or
oral, with respect to the subject matter hereof. Any notice required or
permitted under this Agreement shall be in writing delivered personally or by
facsimile (and promptly confirmed by personal delivery or courier) or courier,
postage prepaid (where applicable), addressed to the other party at its address
indicated below, or to such other address as the addressee shall have last
furnished in writing to the addressor and shall be effective upon receipt by the
addressee. Each party shall obtain prior written permission from the other
before using the name, symbol and/or marks of the other in any form of
publicity.
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ACCEPTED AND AGREED:
GENYZME CORPORATION CUBIST PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx
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Title: Senior VP, Research Title: President and CEO
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Date: February 24, 1997 Date: February 24, 1997
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Address: Address:
Genzyme Corporation Cubist Pharmaceuticals, Inc.
One Xxxxxxx Square 00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
