EXHIBIT 10.41
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OPTION
AND
LICENSE AGREEMENT
This Agreement (this "AGREEMENT") is effective as of the 2nd day
of March, 1998 (the "Effective Date") by and between Synaptic
Pharmaceutical Corporation ("SYNAPTIC"), a corporation organized and existing
under the laws of the State of Delaware and having a principal office at 000
Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000, and Glaxo Group Limited, a corporation
organized and existing under the laws of the United Kingdom, and having a
principal office at Glaxo Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx,
XX0 ONN, U.K. ("GLAXO").
WHEREAS, SYNAPTIC possesses patent rights pertaining to (i) the use
of selective human alpha-1a adrenergic receptor compounds which may be useful
for the treatment of benign prostate hyperplasia ("BPH") and other medical
conditions and (ii) cloned human alpha-1a, -1b and -1d adrenergic receptors; and
WHEREAS, MERCK & CO., INC. One Merck Drive, P. O. Xxx 000,
Xxxxxxxxxx Xxxxxxx, Xxx Xxxxxx 00000-0000 ("MERCK") and SYNAPTIC are parties to
a Research Collaboration and License Agreement dated November 30, 1993, as
amended ("MERCK-SYNAPTIC AGREEMENT") under which MERCK has exclusive rights
under the FUNCTIONAL USE PATENTS (as hereinafter defined), and by an amendment
thereto of even date herewith MERCK has separately granted back to SYNAPTIC such
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rights as may be necessary for SYNAPTIC to grant the rights set forth in Article
3 herein to GLAXO; and
WHEREAS, GLAXO is developing selective human alpha-1a adrenergic
receptor compounds which may be useful for the treatment of BPH and other
medical conditions and is using cloned human alpha-1 adrenergic receptors in
connection therewith; and
WHEREAS, SYNAPTIC wishes to grant GLAXO certain licenses under its
patents, as well as an option to expand the scope and extend the term of some of
such licenses, and GLAXO wishes to acquire such licenses and option on the terms
and conditions set forth herein;
NOW, THEREFORE, SYNAPTIC and GLAXO agree as follows:
ARTICLE 1 - DEFINITIONS
1.1 AFFILIATE shall mean any corporation or business entity of
which GLAXO or SYNAPTIC owns directly or indirectly, fifty percent
(50%) or more of the outstanding stock, or any corporation over
which GLAXO or SYNAPTIC, directly or indirectly, exercises
effective control, or any parent corporation which owns, directly
or indirectly, fifty percent (50%) or more of the outstanding
stock of GLAXO or SYNAPTIC or indirectly controls GLAXO or
SYNAPTIC.
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1.2 AGENCY shall mean any governmental regulatory authority responsible
for granting health approvals, registrations, pricing and other
approvals required before a product may be tested or marketed in
the TERRITORY.
1.3 BPH COMPOUND shall mean any SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR
COMPOUND for which regulatory approval to sell for the treatment of
BPH or for the inhibition of contraction of prostate tissue has
been obtained or is being sought.
1.4 BPH PRODUCT shall mean any prescription or over-the-counter
pharmaceutical preparation containing BPH COMPOUND(S) for use in
humans.
1.5 FUNCTIONAL USE PATENT(S) shall mean the United States patents set
forth in Schedule A hereto, the foreign counterparts thereto, and
any patents that are reissues, re-examinations, continuations,
continuations-in-part, divisions, renewals, extensions, patents of
addition or the like thereof.
1.6 HUMAN ALPHA-1 ADRENERGIC RECEPTORS shall mean those receptors so
defined by references to Genbank Accession Numbers as follows:
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Subtype Genbank Accession Nos.
alpha-1a U02569, U03866, D25235
alpha-1b U03865, M99590
alpha-1d S70782, U03864
1.7 MAJOR MARKET COUNTRY shall mean any of the following
countries: the United States, France, Germany, Italy or
the United Kingdom.
1.8 MERCK PRODUCT shall mean a product being developed or marketed by
MERCK for the treatment of BPH which is subject to a license from
SYNAPTIC under any of the PATENTS.
1.9 NET SALES shall mean, with respect to each of BPH PRODUCTS and
SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR PRODUCTS which are not BPH
PRODUCTS, the gross invoice price of all such PRODUCTS sold by
GLAXO and its AFFILIATES to independent third parties, after
deducting, if not already deducted in the amount invoiced:
1. all goods returned;
2. trade discounts;
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3. rebates and allowances of invoiced
price; and
4. Seven (7%) of the gross invoice price of all sales
to cover early settlement discounts (where such
discounts are non-discretionary) and excise, sales
and other taxes which GLAXO and its AFFILIATES have
to pay or absorb.
1.10 PATENTS shall mean the FUNCTIONAL USE PATENT(S) and RECEPTOR
PATENT(S), or any of the foregoing.
1.11 RECEPTOR PATENT(S) shall mean the United States patent set forth in
Schedule B hereto, the foreign counterparts thereto, and any
patents that are reissues, re-examinations, continuations,
continuations-in-part, divisions, renewals, extensions, patents of
addition or the like thereof.
1.12 SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR COMPOUND shall mean any
compound which has an affinity for the human alpha-1a adrenergic
receptor which is more than ten (10) times greater than its
affinity for another Human Alpha- 1 Adrenergic Receptor and the
mechanism of action of which in vivo involves the human alpha-1a
adrenergic receptor.
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1.13 SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR PRODUCT shall mean any
prescription or over-the-counter pharmaceutical preparation
containing SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR COMPOUND(S) for
use in human or non-human animals.
1.14 TERRITORY shall mean all countries of the world.
1.15 THERAPEUTIC INDICATION shall mean, with respect to any SELECTIVE
ALPHA-1a ADRENERGIC RECEPTOR PRODUCT, the main therapeutic use as
classified in the 2nd level of the World Health Organization
Anatomical, Therapeutic, Clinical (ATC) drug classification system.
1.16 VALID PATENT shall mean, with respect to any of the PATENTS, an
issued and unexpired patent, at least one of the claims of which
has not been (a) declared invalid or unenforceable by a court of
competent jurisdiction from which no appeal can be or is taken or
(b) admitted by SYNAPTIC to be invalid.
ARTICLE 2 - OPTION GRANT; OPTION AND LICENSE FEES
2.1 SYNAPTIC grants to GLAXO an option (the "Option") to obtain the
non-exclusive license described in Article 3.2 below upon the terms
and conditions set forth in this Agreement.
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2.2 As consideration for the Option and the nonexclusive licenses
described in Article 3.1, GLAXO shall make to SYNAPTIC a
non-refundable, noncreditable payment of $2,000,000 (two million
dollars) within 10 days of receipt of an invoice from Synaptic
following execution of this Agreement.
2.3 The Option shall be exercisable by GLAXO in accordance with Article
2.4 at any time from execution of this Agreement until May 22, 1999
(the "EXPIRATION DATE") after which date it shall automatically
expire.
2.4 The Option shall be exercisable by delivery of written notice from
GLAXO to SYNAPTIC prior to the EXPIRATION DATE along with the
payment of [**] by GLAXO to SYNAPTIC.
GLAXO shall provide MERCK with a copy of the written notice to
SYNAPTIC.
ARTICLE 3 - LICENSE GRANTS
3.1 (a) SYNAPTIC hereby grants to GLAXO and its AFFILIATES
throughout the TERRITORY, for the sole purpose of
developing, making, having made, using and selling
SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR PRODUCTS
which are not BPH PRODUCTS, a non-
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[** CONFIDENTIAL TREATMENT REQUESTED]
exclusive license under any of the RECEPTOR PATENTS.
The license grant in this Article 3.1(a) shall extend
back in time to apply to acts by GLAXO prior to
the Effective Date of this AGREEMENT.
(b) For the period beginning on the Effective Date and
ending on the EXPIRATION DATE, SYNAPTIC hereby grants to
GLAXO and its AFFILIATES, throughout the TERRITORY, for
the sole purpose of developing,
making, having made and using but not selling BPH
PRODUCTS a non-exclusive license under the RECEPTOR
PATENTS. The license grant in this Article 3.1(b) shall
extend back in time to apply to acts by GLAXO prior to
the Effective Date of
this AGREEMENT.
(c) For the period beginning on the Effective Date and
ending on the EXPIRATION DATE, SYNAPTIC hereby grants to
GLAXO and its AFFILIATES, throughout the TERRITORY, for
the sole purpose of developing, making, having made and
using but not selling BPH PRODUCTS a non-exclusive
license under the FUNCTIONAL USE PATENTS.
3.2 Upon exercise of the Option, SYNAPTIC grants to GLAXO and its
AFFILIATES throughout the TERRITORY, for the sole purpose
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of developing, making, having made, using and selling BPH
PRODUCT(S) a non-exclusive license under the PATENTS.
ARTICLE 4 - WARRANTIES AND PATENT VALIDITY
4.1 SYNAPTIC represents and warrants to GLAXO that as of the
Effective Date it possesses the rights required to grant the
licenses under Article 3 hereof.
4.2 SYNAPTIC and GLAXO each shall immediately give notice
to the other of any certification of which they become
aware filed under the U.S. "Drug Price Competition and
Patent Term Restoration Act of 1984" claiming that a
FUNCTIONAL USE PATENT or a RECEPTOR PATENT covering a
SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR PRODUCT
(including a BPH PRODUCT) is invalid or that
infringement will not arise from the manufacture, use
or sale of BPH PRODUCT by a third party. The parties
agree to discuss and cooperate on an appropriate
course of subsequent action.
4.3 SYNAPTIC shall promptly give notice to GLAXO of the grant,
lapse, revocation, surrender, invalidation or intentional
abandonment of any PATENTS licensed to GLAXO for which SYNAPTIC
is responsible for the filing, prosecution and maintenance.
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4.4 GLAXO acknowledges that the licenses and options granted
hereunder do not convey the right under any PATENTS to develop,
make, have made, use or sell any compound whose mechanism of
action does not involve an
alpha-1a adrenergic receptor. GLAXO warrants that it shall not
infringe any VALID PATENT owned by SYNAPTIC by activities as to
which SYNAPTIC has not expressly granted rights to GLAXO
hereunder or under any other agreement.
ARTICLE 5 - MILESTONE AND OTHER PAYMENTS
5.1 In consideration of the rights granted under this
AGREEMENT, the following non-creditable and non-
refundable payments will be made by GLAXO on only
the first achievement of the following milestones,
regardless of the number of times thereafter that
such milestones are again achieved, provided that
GLAXO has a license under the FUNCTIONAL USE PATENTS
at the time the applicable milestone is achieved:
(a) [**] due within thirty
(30) days of the filing of a New Drug
Application for BPH PRODUCT with the United
States Food and Drug Agency (FDA) or the filing
of its equivalent with an AGENCY in another
MAJOR MARKET COUNTRY in the event that
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[** CONFIDENTIAL TREATMENT REQUESTED]
GLAXO or an AFFILIATE makes such filing of a New Drug
Application or its equivalent prior to such a
filing by MERCK on a MERCK PRODUCT.
(b) If the MERCK-SYNAPTIC AGREEMENT is terminated prior to
December 31, 2000 then GLAXO shall pay SYNAPTIC
[**] within thirty (30) days
of entry into Phase III of a BPH PRODUCT or the
equivalent entry in another
MAJOR MARKET COUNTRY.
5.2 If the MERCK-SYNAPTIC AGREEMENT is terminated
subsequent to May 22, 1999, but prior to December 31,
2000 then GLAXO shall have the option to obtain
exclusive rights under the FUNCTIONAL USE PATENT(S),
if available at the time of termination, by payment
of an additional [**] to
SYNAPTIC provided that the Option has been exercised
under and in accordance with Article 2.4. If the
MERCK-SYNAPTIC AGREEMENT is terminated prior to May
23, 1999, then GLAXO shall have the option to obtain
exclusive rights under the FUNCTIONAL USE PATENT(S),
if available at the time of termination, by payment
of an additional [**] to
SYNAPTIC, provided that the Option is exercised under
and in accordance with Article 2.4 prior to the
exercise of the option contemplated by this Article 5.2.
SYNAPTIC shall promptly notify GLAXO of any such termination
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[** CONFIDENTIAL TREATMENT REQUESTED]
if
exclusive rights under the FUNCTIONAL USE PATENT(S) are then
available. GLAXO's option under this Article 5.2 shall be
exercisable by the delivery of written notice of exercise to
SYNAPTIC, together with the [**]
payment, within 60 days following GLAXO's receipt of SYNAPTIC's
notification. Promptly upon receipt of the written notice of
exercise and the [**] payment, SYNAPTIC and GLAXO shall
enter into good faith negotiations concerning the terms of the
exclusive license. SYNAPTIC shall not enter into negotiations
with a third party with respect to a license to the FUNCTIONAL
USE PATENT(S) during the 180-day period following SYNAPTIC's
receipt of the notice of exercise and payment. GLAXO's option to
obtain exclusive rights under the FUNCTIONAL USE PATENT(S) under
this Article 5.2 shall automatically expire at the end of the
aforementioned 60-day period if not exercised within such period
in accordance with this Article 5.2 or if an agreement is not
consummated within the aforementioned 180-day period.
In the event SYNAPTIC and GLAXO are unable to reach an
agreement concerning the terms of an exclusive license and
GLAXO's option to obtain such a license thus expires at the end
of the 180-day period, SYNAPTIC shall promptly return to GLAXO
the [**] payment previously received from GLAXO.
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[** CONFIDENTIAL TREATMENT REQUESTED]
ARTICLE 6 - ROYALTIES
6.1 (a) In any country in the TERRITORY in which the
manufacture, use or sale of a BPH PRODUCT would
infringe a VALID FUNCTIONAL USE PATENT but for
a license hereunder, GLAXO shall pay to SYNAPTIC
a royalty on NET SALES of such BPH PRODUCT of
[**] percent [**].
(b) In the event that GLAXO has more than one product
subject to royalties under Section 6.1(a) for a
single THERAPEUTIC INDICATION on sale in any
country within the TERRITORY during any calendar
quarter, GLAXO shall pay to SYNAPTIC (i) the
royalty in 6.1(a) on only the product for such
therapeutic indication of highest NET SALES in
such country calculated for that calendar
quarter and (ii) a royalty on NET SALES of each other
product for such therapeutic indication of [**] percent
[**].
6.2 (a) For any SELECTIVE ALPHA-1A ADRENERGIC RECEPTOR
PRODUCT the manufacture, use or sale of which is
not within Section 6.1 above, GLAXO shall pay to
SYNAPTIC a royalty of [**] percent [**] on NET
SALES of such PRODUCT until expiration of the
last to expire of the RECEPTOR PATENTS, provided
that there is a VALID
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[** CONFIDENTIAL TREATMENT REQUESTED]
RECEPTOR PATENT in a
MAJOR MARKET COUNTRY at the relevant date.
(b) In the event that GLAXO has more than one product
subject to royalties under Section 6.2(a) for a
single THERAPEUTIC INDICATION, on sale in any
country within the TERRITORY during any calendar
quarter, GLAXO shall pay the royalty in 6.2(a)
on only the product for such therapeutic
indication of highest NET SALES in such country
calculated for that calendar quarter.
6.3 In the event that MERCK has not sold MERCK PRODUCT
during any portion of a calendar year in any country
in the TERRITORY and annual NET SALES of BPH PRODUCT
exceed $500,000,000.00 (five hundred million
dollars), an additional two percent (2%) royalty will
be paid by GLAXO to SYNAPTIC on the excess NET SALES
of BPH PRODUCT above $500,000,000.00 (five hundred
million dollars) for that calendar year, provided
that there is an existing royalty obligation under
Article 6.
6.4 In the event that MERCK has sold MERCK PRODUCT
during any portion of a calendar year in any country
in the TERRITORY and annual NET SALES of BPH PRODUCT
exceed $300,000,000.00 (three hundred million
dollars), an additional two percent (2%) royalty will
be paid by GLAXO to SYNAPTIC on
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the excess NET SALES
of BPH PRODUCT above $300,000,000.00 (three hundred
million dollars) for that calendar year, provided
that there is an existing royalty obligation under
Article 6.
6.5 Sales between GLAXO and its AFFILIATES, or among such
AFFILIATES, for subsequent sales to an independent third party
shall not be subject to royalty, but in such cases royalty shall
be calculated upon GLAXO's or its AFFILIATE's NET SALES to such
independent third party.
6.6 The obligation to pay royalties is imposed only once with
respect to the same unit of product.
ARTICLE 7 - ACCOUNTING AND REPORTS
7.1 GLAXO shall deliver to SYNAPTIC within sixty (60) days after the
end of each calendar quarter a written account, including value,
of GLAXO's and GLAXO's AFFILIATES' NET SALES subject to royalty
payments and the amount of the royalty payment due to SYNAPTIC
for such quarter on a country by country basis.
7.2 When GLAXO delivers the accounting to SYNAPTIC, GLAXO
shall also deliver all royalty payments due to
SYNAPTIC for the calendar quarter, provided however
that any additional royalty
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payable under Article 6.4
may be payable within 60 days following GLAXO's
receipt of notification by SYNAPTIC that MERCK has
sold MERCK PRODUCT during any portion of the calendar
year in any country in the TERRITORY.
7.3 GLAXO shall keep accurate records in sufficient
detail to enable the amounts due to SYNAPTIC to be
determined. Upon SYNAPTIC's request, GLAXO shall
permit an independent, certified public accountant
selected by SYNAPTIC, except one to whom GLAXO has
reasonable objection, to have access during ordinary
business hours to GLAXO's records necessary to
determine the correctness of any report or payment
made in respect to any calendar quarter and obtain
information as to the amount payable to SYNAPTIC for
any such period in case of GLAXO's failure to report
or make payment. Such examination shall be at
SYNAPTIC's expense and shall not take place more than
once each year; provided, however, that in the event
it is determined that amounts paid to SYNAPTIC were
more than five percent (5%) less than the amounts to
which SYNAPTIC was entitled, the expenses of such
examination shall be borne by GLAXO and GLAXO shall
pay SYNAPTIC the amounts due but not previously paid
within thirty (30) days following notice of such
determination, together with interest thereon from
the date as of which such amounts were originally
payable to the date of payment at the prime rate plus
two percent (2%). These rights
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with respect to any year shall terminate three (3) years after
the end of any such year. Information supplied to SYNAPTIC by
such independent, certified public accountant shall not include
any proprietary information not required to be disclosed under
other sections of this AGREEMENT.
7.4 All payments to be made by GLAXO to SYNAPTIC under
this AGREEMENT shall be made in United States
dollars by bank wire transfer in immediately
available funds. In the case of sales outside the
United States, the rate of exchange to be used in
computing the amount of currency equivalent in
United States dollars due SYNAPTIC shall be made at
the rate of exchange utilized by GLAXO in its
worldwide accounting system, prevailing on the
fourth-to-the last business day of the calendar
quarter.
7.5 During the term of this AGREEMENT, GLAXO shall
notify SYNAPTIC within 30 days of achievement of
any of the milestones referred to in Article 5.1 in
respect of a BPH PRODUCT and within 30 days of the
filing of a New Drug Application for any other
SELECTIVE ALPHA-1a ADRENERGIC RECEPTOR PRODUCT with
the United States Food and Drug Agency (FDA) or its
equivalent with an AGENCY in another MAJOR MARKET
COUNTRY and on which royalties would be due pursuant
to this AGREEMENT.
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7.6 Any income tax or other tax which GLAXO is required
by law to pay or withhold with respect to royalties
payable under this Agreement shall be deducted from
the amount of royalties otherwise due provided that
in regard to any such deduction GLAXO shall give
SYNAPTIC such assistance as may reasonably be
necessary to enable or assist SYNAPTIC to claim
exemption therefrom and shall provide to SYNAPTIC
promptly proper evidence as to the payment of the
tax.
7.7 Distribution of products as free samples by GLAXO and its
AFFILIATES to independent parties shall not be subject to
royalties as long as in any calendar year the aggregate amount
of such products provided as free samples does not exceed two
percent (2%) of the units of such products on which royalties
are paid.
ARTICLE 8 - CONFIDENTIALITY
8.1 All SYNAPTIC or GLAXO confidential information which
is disclosed by either party and identified as
confidential information at the time of disclosure
during the term of this Agreement shall be
maintained in confidence by the receiving party and
shall not be disclosed to any other person, firm, or
agency, governmental or private, without the prior
written
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consent of the disclosing party, except to
the extent that such SYNAPTIC or GLAXO information:
(a) is or becomes part of the public domain through no
fault of the receiving party; or
(b) is subsequently disclosed to the receiving party by a
third party not under an obligation of confidentiality
to the disclosing party; or
(c) is known at the time of its receipt by the receiving
party as documented by written records; or
(d) is independently developed by the receiving party as
documented by written records; or
(e) is legally required to be disclosed.
8.2 The obligations of this Article 8 shall survive termination or
expiration of this AGREEMENT for a period of ten (10) years.
ARTICLE 9 - DURATION
9.1 This AGREEMENT becomes effective as of the day and year
first above written and may be terminated as set forth in
Article 10 hereof. If GLAXO does not exercise the option in
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accordance with ARTICLE 2, this AGREEMENT shall expire upon the
expiration of the last RECEPTOR PATENT to expire. If GLAXO
exercises the Option in accordance with Article 2, the AGREEMENT
expires upon the later of the expiration of the last FUNCTIONAL
USE PATENT or the last RECEPTOR PATENT to expire. At such time,
the rights and licenses granted to GLAXO under this AGREEMENT
shall be fully paid up and shall continue in full force and
effect and no further payments shall be due under the terms of
this AGREEMENT.
ARTICLE 10 - TERMINATION
10.1 Upon any material breach by either party under this AGREEMENT,
in addition to any other remedy it may have, the other party may
terminate this AGREEMENT by ninety (90) days written notice to
the breaching party, specifying the material breach, default or
other defect. The termination shall become effective at the end
of the ninety (90) day period unless the breaching party cures
the breach during the ninety (90) day period.
10.2 Either party may terminate this AGREEMENT with notice if the
other party becomes insolvent, makes an assignment for the
benefit of creditors, is the subject of proceedings in voluntary
(other than for re-organization) or involuntary bankruptcy
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instituted on behalf of or against such party, or has a receiver
or trustee appointed for all or substantially all of its
property; provided that in the case of an involuntary bankruptcy
proceeding such right to terminate shall only become effective
if the party consents to the involuntary bankruptcy or such
proceeding is not dismissed within ninety (90) days after the
filing thereof.
10.3 Any expiration or early termination of this AGREEMENT shall be
without prejudice to the rights of either party against the
other accrued or accruing under this AGREEMENT prior to
termination, including the obligation to pay royalties for
product sold prior to such termination.
ARTICLE 11 - GOVERNING LAW
11.1 This AGREEMENT shall be construed and the respective rights of
the parties hereto determined according to the substantive laws
of the State of New Jersey, notwithstanding the provisions
governing conflict of laws under such law to the contrary. In
the event of any controversy or claim relating to this AGREEMENT
or breach thereof, the parties shall use reasonable efforts to
develop practical solutions of mutual benefit to settle
conflicts amicably between themselves.
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ARTICLE 12 - ASSIGNMENT
12.1 Neither party may assign this AGREEMENT in whole or in part
without the prior written consent of the
other, except that no such consent shall be required in the case
of GLAXO if GLAXO assigns this AGREEMENT to an AFFILIATE whose
obligations GLAXO guarantees and in the case of SYNAPTIC if
SYNAPTIC assigns this AGREEMENT to a third party who acquires
all or substantially all of its business.
ARTICLE 13 - SEVERANCE
13.1 If any provision of this Agreement is held to be invalid or
unenforceable, all other provisions shall nevertheless continue
in full force and effect, unless there is a material change in
the benefits and/or rights received under this AGREEMENT.
ARTICLE 14 - AMENDMENT
14.1 This AGREEMENT and all Schedules appended hereto constitute the
entire agreement between the parties and supersede all previous
arrangements whether written or oral. Any amendment or
modification to this AGREEMENT shall be made in writing and
signed by both parties.
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ARTICLE 15 - NOTICE
15.1 Notices to SYNAPTIC shall be addressed to:
Synaptic Pharmaceutical Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: President
Notices to GLAXO shall be addressed to:
Glaxo Group Limited
Glaxo Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxx
Xxxxxxxxx
XX0 ONN
UNITED KINGDOM
Attention: Company Secretary
Either party may change its address by
giving notice to the other party in the
manner herein provided. Any notice required or provided for by
the terms of this AGREEMENT shall be in writing and sent by
registered or certified mail, return receipt requested, postage
prepaid or by express courier services providing evidence of
delivery and properly addressed in accordance with the paragraph
above. The effective date of notice shall be the actual date of
receipt by SYNAPTIC or GLAXO.
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ARTICLE 16 - FORCE MAJEURE
16.1 No failure or omission by the parties hereto in the performance
of any obligation of this AGREEMENT shall be deemed a breach of
this AGREEMENT or create any liability if the same shall arise
from any cause or causes beyond the control of the parties,
including, but not limited to, the following: act of God; acts
or omissions of any government; any rules, regulations or orders
issued by any governmental authority or by any officer,
department, agency or instrumentality thereof; fire; storm;
flood; earthquake; accident; war; rebellion; insurrection; riot;
invasion; strikes; and lockouts and provided that such failure
or omission resulting from one of the above causes is cured as
soon as is practicable after the occurrence of one or more of
the above-mentioned causes.
ARTICLE 17 - INDEMNIFICATION
17.1 GLAXO will indemnify and hold SYNAPTIC and MERCK harmless with
respect to any injury, loss or cost resulting from exercise
by GLAXO of the licenses granted to GLAXO by SYNAPTIC under this
AGREEMENT.
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ARTICLE 18 - PUBLIC ANNOUNCEMENTS
18.1 Any public announcements or similar publicity with respect to
this AGREEMENT or the rights granted hereunder shall be at such
time and in such manner as SYNAPTIC and GLAXO shall agree;
provided that nothing herein shall prevent either party upon
notice to the other from making such public announcements as
such party's legal obligations require.
ARTICLE 19 - MISCELLANEOUS
19.1 It is expressly agreed that GLAXO and SYNAPTIC shall be
independent contractors and that the relationship between the
two parties shall not constitute a partnership, joint venture or
agency. Neither GLAXO nor SYNAPTIC shall have the authority to
make any statements, representations or commitments of any kind,
or to take any action, which shall be binding on the other party
without the prior written consent of such other party.
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19.2 This AGREEMENT may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
GLAXO GROUP LIMITED SYNAPTIC PHARMACEUTICAL CORPORATION
By: /s/Xxxxxx Strachaw By:/s/Xxxxxxxx X. Xxxxxxxx
------------------ -----------------------
Title: Director Title: Chairman, President & CEO
Date: March 5, 1998 Date:
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SCHEDULE A
FUNCTIONAL USE PATENTS
USP 5,403,847
USP 5,578,611
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SCHEDULE B
RECEPTOR PATENTS
USP 5,556,753
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