[Cubist Letterhead]
VIA TELEFAX & FEDEX Exhibit 10.8
June 26, 1997
Xxxxxx Xxxx, D.Xxxx.
Vice President-Technology Investment
Central Research Division
Pfizer Inc.
Xxxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Dear Barrie:
Reference is hereby made to that certain Collaborative Research
Agreement, dated December 15, 1995 (the "Research Agreement"), between Cubist
Pharmaceuticals, Inc., a Delaware corporation ("Cubist"), and Pfizer Inc., a
Delaware corporation ("Pfizer"). Capitalized terms used herein without
definition shall have the respective meaning ascribed to such terms in the
Research Agreement.
The parties are entering into this letter agreement for purposes of
implementing certain of the provisions of Section 2.1.2 of the Research
Agreement, which provide Cubist with the right to select one of the compounds
screened in the Secondary Screening Program and to develop such compound,
whether internally at Cubist or with or through third parties, without any
further obligation to Pfizer.
Accordingly, Cubist and Pfizer hereby agree as follows:
1. EXPIRATION OF TERM; NO DESIGNATION BY PFIZER OF ANY COMPOUND FOR
DEVELOPMENT. The parties hereby acknowledge and agree that the term of the
Research Agreement expired on June 20, 1997. Pfizer hereby further
acknowledges that it never elected to designate any of the compounds that
were subject to the screening and research activities under the Research
Agreement as a candidate or candidates to enter into a Drug Discovery Program.
2. Cubist's Designation of Compound. Cubist hereby selects and
designates [CP-389962] (the "Subject Compound") for development by
Cubist, either alone or with or through third parties, without
further obligation to Pfizer. Pfizer represents and warrants that
it has not filed a patent application or been issued a patent with
respect to the Subject Compound. The parties hereby acknowledge and
agree that the Subject Compound was one of the compounds included in
the Secondary Screening Program and that the foregoing selection
and designation by Cubist of the Subject Compound for development
without further obligation to Pfizer is consistent with the rights
previously granted by Pfizer to Cubist pursuant to Section 2.1.2 of
the Research Agreement.
3. License. Pfizer hereby grants to Cubist the exclusive, worldwide
license (including the right to grant sublicenses) to make, use, offer to
sell, import and sell the Subject Compound.
4. No Obligations. Cubist shall have no obligations to Pfizer of any
kind whatsoever in connection with the Subject Compound and its development or
commercialization or in connection with the license set forth in Section 3
hereof. The parties specifically acknowledge and agree that no license fee,
milestone payment, royalty payment or any other kind of payment shall be due
by Cubist to Pfizer in connection with the development or commercialization
of the Subject Compound or in connection with the license set forth in
Section 3 hereof.
If the foregoing represents our agreement, please sign where indicated
below, whereupon this letter agreement will constitute a legally binding and
enforceable agreement executed under seal.
Very truly yours,
CUBIST PHARMACEUTICALS, INC.
By: Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, Ph.D., President
Accepted and Agreed To:
PFIZER INC.
By: Xxxxxx Xxxx
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Name: Xxxxxx Xxxx, D. Phil.
Title: Vice President
Technology Investments
