EXHIBIT 10.16
*** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS
200.80(B)(4), 200.83 AND 230.406.
AGREEMENT
This Agreement effective as of August 7, 2002 ("Effective Date") is made between
Anadys Pharmaceuticals, Inc. having a place of business at 0000 Xxxxxx Xxxxx Xx
Xxx Xxxxx, XX 00000 ("Anadys") and Xxxxxxxx-Xx Xxxxx Inc. having a place of
business at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("Roche").
WHEREAS, Anadys has expertise in designing, synthesizing, and optimizing small
molecule inhibitors of targets;
WHEREAS, Roche has expertise in pharmaceutical research and development,
including in vitro and in vivo testing of inhibitors [...***...];
WHEREAS, Roche has discovered and synthesized certain lead molecules that are
small molecule inhibitors of [...***...]; and
WHEREAS, Anadys and Roche desire to enter into an agreement for Anadys to design
and synthesize molecules optimized for inhibition of [...***...] based on the
lead molecules provided by Roche and input obtained from the in vitro and in
vivo testing of the molecules to be synthesized by Anadys as inhibitors of
[...***...];
NOW, THEREFORE, the parties agree as follows:
1. TARGET. The target that is to be inhibited is [...***...] ("Target").
2. LEAD MOLECULES. Roche shall provide Anadys with lead molecules that
will be used by Anadys to design and synthesize molecules optimized for
inhibition of the Target.
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3. PLAN AND MOLECULES. Anadys and Roche have agreed on an initial research
plan ("Plan") under which Anadys shall use commercially reasonable
efforts to design, synthesize and deliver molecules that are optimized
for inhibition of the Target ("Molecules") based on the lead molecules
provided by Roche. A final version of the Plan will be memorialized in
writing before Roche makes the first payment for research funding to
Anadys, although the Plan may be later revised by the JRC, as defined
in Paragraph 4. Once Molecules have been synthesized by Anadys, they
will be subject to in vitro screening by Anadys to determine the extent
to which such Molecules inhibit the Target. Thereafter, the Molecules
that meet certain minimum requirements in the in vitro screening, as
determined by the JRC, will be delivered by Anadys to Roche for testing
via cell-based assays, ADME in vitro screens, pharmacokinetic ("PK")
experiments, in vivo studies and/or toxicology work. Such Molecules
shall be initially provided to Roche in amounts between [...***...]
milligrams ([...***...] mg) and [...***...] milligrams ([...***...]
mg). Anadys shall provide Roche with the structure of each Molecule and
any information about the Molecule that is available to Anadys. If the
JRC determines that one or more Molecules are suitable for further
development, then such Molecules may serve as lead molecules and be
used to design and synthesize additional Molecules that are further
optimized for inhibition of the Target as above. All activities
referred to above shall constitute the "Project." To aid in
understanding the goal of the Project, the desired attributes of
Molecules are as follows:
POTENCY: in cell-based assays, [...***...] ~[...***...] (mu)M,
Selectivity >[...***...] ([...***...]/[...***...])
IN VITRO ADME PROPERTIES:
Solubility: > [...***...] mg/ml and can be formulated relatively
easily. Permeability: [...***...] (for both oral bioavailability and
cell permeability).
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[...***...] incubation stability: >[...***...]% remaining at
[...***...]. [...***...] and [...***...] inhibition: [...***...].
SINGLE DOSE PK:
[...***...] PK - can deliver the drug at [...***...] > [...***...] x
[...***...] at dose <[...***...] mg/kg within a reasonable period of
time ([...***...]-[...***...] hours) via [...***...] route. No
significant change in exposure with continued dosing over
[...***...]-[...***...] days.
TOXICITY:
Maximum tolerated dose significantly higher than therapeutic doses. No
potential drug-drug interaction.
EFFICACY: [...***...] inhibition (>[...***...]%) in at least
[...***...] models
CHEMICAL TRACTABILITY:
Molecules stable and reasonable to synthesize.
Molecules can be patented.
Terms used above are further described in the Plan.
4. JOINT RESEARCH COMMITTEE. Roche and Anadys shall establish a joint
research committee ("JRC") to oversee, review, manage and direct the
activity under the Plan. The responsibilities of the JRC shall include:
(i) monitoring and reporting the progress of the activity of the
Project, (ii) revising the Plan as necessary, and (iii) resolving any
conflicts between the parties. The JRC shall include three (3)
representatives of each party that are selected by that party. Roche
representatives can include representatives that are employees of an
Affiliate. "Affiliate" means (i) a business entity which owns a
controlling interest in Roche, (ii) a business
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entity which is owned by Roche, or (iii) a business entity, the
majority ownership of which is common to the majority ownership of
Roche. Each party may replace its representatives at any time, upon
written notice to the other party. During the Collaboration Term (as
defined below), unless otherwise agreed to by the Parties, the JRC
shall meet at least quarterly, at such locations or by such
teleconferencing means as the parties may decide. Each party shall be
responsible for all of its expenses associated with attending the JRC
meetings. Anadys shall prepare written minutes of each JRC meeting and
shall prepare a written record of all JRC voting and decisions, whether
made at a JRC meeting or otherwise. Anadys shall submit the written
minutes of each JRC meeting and the written record of all JRC voting
and decisions to Roche for review within one (1) week after the JRC
meeting, and upon signature by Roche, the minutes and written voting
and decision record shall become final. Decisions of the JRC shall be
made by unanimous vote, with each Party having a single vote. If there
is a dispute between the parties with respect to a specific matter that
cannot be resolved by the JRC, such matter shall be referred for
resolution to an officer of each party, then if still unresolved, Roche
shall make the final decision.
5. TERM. The term of the Project shall begin on the Effective Date and
continue until the one (1) year anniversary of Roche making the first
research funding payment, unless mutually extended by the Parties
("Collaboration Term"). The term of the Agreement shall begin on the
Effective Date and continue until the latter of (i) the date on which
the Collaboration Term ends or (ii) the date on which no payments are
due under this Agreement.
6. EXCLUSIVITY. For a period beginning on the Effective Date and
continuing until a date [...***...] following the date on which the
Collaboration Term
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ends, Anadys will not work on the Target and the Molecules (other than
as permitted pursuant to Section 7) except as a part of the Project.
7. OWNERSHIP AND LICENSES. Roche shall own all Molecules and all
intellectual property related to the Molecules. Anadys shall promptly
assign to Roche all such intellectual property and shall ensure that
all persons working for Anadys and on the Project have such an
obligation to assign all intellectual property to Roche. Any invention
that is conceived and reduced to practice during the Project but is not
related to the Molecules shall be owned by the party that made the
invention or, in the case of a joint invention, by both parties.
Inventorship shall be determined in accordance with U.S. patent law.
Anadys grants to Roche a non-exclusive, worldwide, fully paid up,
royalty-free, license under any other intellectual property that is
created before or during the Collaboration Term that it may own or
control to the extent necessary for Roche to make, have made, use,
sell, offer for sale, and import the Molecules or Compounds. Anadys
shall have the right to use the Molecules for screening purposes,
except against the Target. Roche grants to Anadys a non-exclusive,
worldwide, fully paid up, royalty-free, license under the intellectual
property generated during the Project to the extent necessary for
Anadys to use the Molecules for screening purposes, except against the
Target.
8. RESEARCH FUNDING. Roche shall fund [...***...] full time equivalents
(FTEs) at $[...***...] per FTE to work exclusively on the Project:
Functional Area Initial Number of FTEs Number of FTEs w/assay
--------------- ---------------------- ----------------------
Chemistry * [...***...] [...***...]
Biochemistry [...***...] [...***...]
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* Chemistry includes synthetic chemistry, structural chemistry and
computational chemistry. "W/assay" refers to the portion of the
Collaboration Term after a screening assay has been put in place by
Anadys.
It is envisaged that the FTEs will be from the functional areas
designated above. However, the final selection of functional areas is
subject to the discretion of the JRC. Funding for the FTEs shall be on
a quarterly basis, payable in advance. The first payment for research
funding by Roche to Anadys shall be made within [...***...] after the
Effective Date. Anadys shall provide Roche with an invoice for each
payment due and Roche shall pay Anadys within thirty (30) days after
receiving such invoice.
9. MILESTONE PAYMENTS.
"Product" means a pharmaceutical product that contains (i) a Molecule
(or any salt, ester, acid, base, or pro-drug of a Molecule) or (ii) a
compound (or any salt, ester, acid, base, or pro-drug of a compound)
that is conceived as a part of the Project, considered by the JRC for
synthesis as a Molecule, and which could have been reduced to practice
by Anadys but for the Project ending ("Compound"). If a Product is
being developed by Roche, an Affiliate or a sub-licensee and reaches a
following milestone event ("Milestone Event"), then Roche shall pay to
Anadys within thirty (30) days after receiving an invoice from Anadys
the corresponding milestone payment:
Start Phase I US$ [...***...]
Start Phase II US$ [...***...]
Start Phase III US$ [...***...]
NDA Filing USA US$ [...***...]
EU US$ [...***...]
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First Commercial Sale USA US$ [...***...]
EU US$ [...***...]
The terms "Phase I," "Phase II," and "Phase III" have the meaning
ascribed in 21 C.F.R. Section 312.21(a), (b), and (c), respectively, as
may be amended. "Start" with reference to Phase I, Phase II or Phase
III means the dosing of the first patient in that phase's first
clinical trial. "NDA" means a New Drug Application having the meaning
ascribed in 21 C.F.R. Section 314.50 or its equivalent in the European
Union. "First Commercial Sale" means the first sale of a Product by or
on behalf of Roche after receiving approval from the U.S. Food and Drug
Administration or its equivalent in the European Union.
Roche shall have no obligation to commercialize or otherwise pursue any
Molecule or Product. However, if Roche develops Product that reaches a
Milestone Event, then Roche shall notify Anadys promptly after the
occurrence of such Milestone Event.
10. ROYALTIES. If a Product is sold by or on behalf of Roche, then Roche
shall pay to Anadys during the Royalty Term a royalty on Net Sales of
any such Product, calculated on a country by country basis, as follows:
Net sales ($ million) Royalty rate (%)
[...***...] [...***...]
[...***...] [...***...]
"Royalty Term" means, in the case of any Product, in any country, the
period of time commencing on the First Commercial Sale of such Product
in such country and ending upon the later of (a) ten (10) years after
the
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date of First Commercial Sale in such country, and (b) the expiration
of the last to expire of the patent rights claiming the Molecule or
Compound per se contained in such Product, either specifically or
generically, in such country.
a. NET SALES "Net Sales" means (i) the amount of gross sales
of the Product invoiced by Roche, its Affiliates and its sub-licensees
to independent third parties less deductions of returns and return
reserves (including allowances actually given for spoiled, damaged,
out-dated, rejected, returned Product sold, withdrawals and recalls),
rebates (price reductions, rebates to social and welfare systems,
charge backs or reserves for chargebacks, cash sales incentives,
government mandated rebates and similar types of rebates, e.g.
Pharmaceutical Price Regulation Scheme, Medicaid), volume (quantity)
discounts, taxes (value added or sales taxes, government mandated
exceptional taxes and other taxes directly linked to the gross sales
amount) ("Adjusted Gross Sales") minus (ii) a lump sum deduction of
[...***...] percent ([...***...]%) of Adjusted Gross Sales in lieu of
those sales related deductions which are not accounted for within Roche
on a product by product basis (e.g. outward freights, postage charges,
transportation insurance, packaging materials for dispatch of goods,
custom duties, bad debt, discounts granted later than at the time of
invoicing, and cash discounts). Notwithstanding the foregoing, amounts
received by Roche, its Affiliates and sublicensees for the sale of
Product among Roche, its Affiliates or sublicensees for resale shall
not be included in the computation of Adjusted Gross Sales and Net
Sales.
b. COMBINATION PRODUCT If the Product, in addition to the
Molecule, contains other pharmaceutically active agent(s) ("Combination
Product"), then the parties shall meet approximately one (1) year prior
to commercial launch of such Combination Product to negotiate in good
faith
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and agree to an appropriate adjustment to Net Sales to reflect the
relative significance of the Molecule and the other pharmaceutically
active agent(s) contained in the Combination Product.
c. CALCULATION Roche shall calculate royalties on Net Sales
quarterly as of March 31, June 30, September 30, and December 31 (each
being the last day of an "Accounting Period") and shall pay royalties
on Net Sales quarterly within the ninety (90) days after the end of
each Accounting Period in which such Net Sales occur. "Accounting
Period" means a calendar quarter commencing respectively on January 1,
April 1, July 1, and October 1, each being the first day of an
Accounting Period, and finishing respectively on March 31, June 30,
September 30, and December 31, each being the last day of an Accounting
Period.
d. CURRENCY Royalties on Net Sales shall be paid by Roche in
U.S. Dollars. Whenever calculating royalties requires conversion from
any currency, Roche shall make such conversion as follows:
When calculating the Adjusted Gross Sales for countries other than the
United States of America, Roche shall convert the amount of such sales
in currencies other than Swiss Francs into Swiss Francs as computed in
Roche's central Swiss Francs Sales Statistics for the countries
concerned, using for internal foreign currency translation Roche's then
current standard practices actually used on a consistent basis in
preparing its audited financial statements. Upon converting the amount
of Adjusted Gross Sales into Swiss Francs, Roche shall convert into US
Dollars (or other currency), using the daily rate (Reuters) at the last
working day for the applicable period.
Roche - Anadys Agreement
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e. REPORTS With each payment Roche shall provide in writing
for the relevant Accounting Period at least the following information
split by U.S. and rest of world:
(i) Adjusted Gross Sales;
(ii) Net Sales; and
(iii) Total Royalty payable.
f. TAXES Anadys shall pay all sales, turnover, income,
revenue, value added, and other taxes levied on account of milestones,
royalties and any other payments accruing or made to Anadys under this
Agreement. If provision is made in law or regulation of any country for
withholding of taxes of any type, levies or other charges with respect
to any royalty or other amounts payable under this Agreement to Anadys,
then Roche shall promptly pay such tax, levy or charge for and on
behalf of Anadys to the proper governmental authority, and shall
promptly furnish Anadys with receipt of payment. Roche shall be
entitled to deduct any such tax, levy or charge actually paid from
royalty or other payment due Anadys or be promptly reimbursed by Anadys
if no further payments are due Anadys. Each party agrees to assist the
other party in claiming exemption from such deductions or withholdings
under double taxation or similar agreement or treaty from time to time
in force and in minimizing the amount required to be so withheld or
deducted.
g. RECORDS Roche and its Affiliates shall keep, and shall
require its licensees and sublicensees to keep, full, true and accurate
books of account containing all particulars that may be necessary for
the purpose of calculating all royalties payable under this Agreement.
Such books of accounts shall be kept at their principal place of
business. At Anadys' expense, Anadys has the right to engage Roche's
officially
Roche - Anadys Agreement
Page -11-
appointed worldwide independent public accountant to perform, on behalf
of Anadys an audit, conducted in accordance with international
accounting standards (IAS), of such books and records of Roche and its
Affiliates, its licensees and sublicensees, that are deemed necessary
by Roche's independent public accountant to report on Net Sales of
Product for the period or periods requested by Anadys and the
correctness of any report or payments made under this Agreement.
h. AUDIT Upon timely request and at least sixty (60) working
days' prior written notice from Anadys, such audit shall be conducted
as an additional audit work during Roche's annual audit of the
countries specifically requested by Anadys, during regular business
hours in such a manner as to not unnecessarily interfere with Roche's
normal business activities, and shall be limited to results in the two
(2) calendar years prior to audit notification. Such audit shall be an
Anadys' cost and shall not be performed more frequently than once per
calendar year nor more frequently than once with respect to records for
a particular Product covering any specific period of time. All
information, data documents and abstracts herein referred to shall be
used only for the purpose of verifying royalty statements or compliance
with this Agreement, shall be treated as Roche Confidential Information
subject to the obligations of this Agreement and need neither be
retained more than one (1) year after completion of an audit hereof, if
an audit has been requested; nor more than two (2) years from the end
of the calendar year to which each shall pertain; nor more than one (1)
year after the date of termination of this Agreement. Audit results
shall be shared by Roche and Anadys. If the audit reveals an
overpayment, Anadys shall promptly reimburse Roche for the amount of
the overpayment. If the audit reveals an underpayment, Roche shall
promptly make up such underpayment. If the audit reveals that the
royalties owed by Roche to Anadys for the countries specifically
requested and for any calendar year in total have been understated by
Roche - Anadys Agreement
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more than [...***...] percent ([...***...]%), Roche shall, in addition,
pay the reasonable costs of such additional audit worK. The failure of
Anadys to request verification of any royalty calculation within the
period during which corresponding records must be maintained will be
deemed to be acceptance of the royalty reporting.
11. INTELLECTUAL PROPERTY. Since (i) Roche owns all intellectual property
related to the Molecules and (ii) Anadys must assign to Roche all such
intellectual property, Roche shall have the sole and exclusive right to
obtain and defend any such intellectual property at its sole
discretion. Anadys shall use commercially reasonable efforts assist
Roche, at Roche's cost, by executing documents related to such
intellectual property and providing a reasonable amount of technical
input as may be requested by Roche.
12. TERMINATION. This Agreement shall remain in effect for the Term, except
in the event of material breach or bankruptcy, in which case the
non-breaching/non-bankrupt party shall notify the breaching party in
writing. If the breach/bankruptcy is not corrected within ninety (90)
days after receipt of such notice, then the non-breaching party may
terminate the Agreement. In addition, during the Collaboration Term,
Roche may terminate the Project at will, provided that Roche pays to
Anadys an amount equal to [...***...] dollars (US$[...***...]) minus
the amount of research funding payments previously made By Roche to
Anadys under the Agreement. Termination of the Project during the
Collaboration by Roche shall not impact upon the other terms and
conditions of the Agreement, which shall remain in effect. Termination
of this Agreement shall not relieve the parties of any obligation
accruing prior to such expiration or termination, including the payment
of milestones and royalties.
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13. CONFIDENTIALITY AND PUBLICATION. During the Collaboration Term and for
[...***...] years thereafter, the receiving party shall not publish or
otherwise disclose to a third party, other than an Affiliate, and shall
not use for any purpose other than as expressly provided for in this
Agreement any Information furnished to it by the other party through
the end of the Collaboration Term (collectively, "Confidential
Information"). For the purpose of this Section 13, the term "receiving
party" with respect to Roche shall include Affiliates that agree to be
bound by the terms and conditions of this Agreement. Each receiving
party may use Confidential Information of the other party only to the
extent required to accomplish the purposes of this Agreement. Each
receiving party will use at least the same standard of care as it uses
to protect proprietary or confidential information of its own to ensure
that its employees, agents, consultants and other representatives do
not disclose or make any unauthorized use of the other party's
Confidential Information. Confidential Information shall not include
information which the receiving party can prove by competent tangible
evidence: (i) is now, or hereafter becomes, through no act or failure
to act on the part of the receiving party, generally known or
available; (ii) is known by the receiving party at the time of
receiving such information, as evidenced by its tangible records; (iii)
is hereafter furnished to the receiving party by a third party, as a
matter of right and without restriction on disclosure; (iv) is
independently discovered or developed by the receiving party without
the use of Confidential Information of the disclosing party; or (v) is
the subject of a written permission to disclose provided by the
disclosing party. The terms of this Agreement shall be considered
Confidential Information, except to the extent that the parties
authorize otherwise. Notwithstanding the foregoing, (i) each Party
shall have the right to disclose the material terms of this Agreement
in confidence to any bona fide potential investor, investment banker,
acquirer, merger partner or other potential financial partner, and
where
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reasonably practicable, hall obtain an adequate agreement of
confidentiality consistent with the terms of this Agreement, and (ii)
if a Party is required to make a disclosure of this Agreement in a
regulatory filing, then it will be permitted to do so, provided that it
gives reasonable advance notice to the other Party of such disclosure
and endeavors in good faith to secure confidential treatment of
sensitive information or a protective order related to such
information. The parties agree that the press release attached hereto
is an authorized disclosure.
Roche may disclose Anadys Confidential Information to the extent such
disclosure is reasonably necessary for (i) filing or prosecuting
patents in accordance with this Agreement or (ii) complying with
applicable court orders or governmental regulations.
14. WARRANTIES AND INDEMNIFICATION. The parties warrant and represent that
they have the full right and authority to enter into this Agreement and
that they have no obligations or commitments inconsistent with this
Agreement. Anadys warrants and represents that its FTEs have the
training and expertise required to conduct the activities set forth in
the Plan and will do so in a professional manner. Each party
("Indemnitor") shall indemnify and hold harmless the other party
("Indemnitee") from any and all losses, costs, claims, demands,
judgments and liability, including reasonable attorney fees
(collectively, "Losses") to which the Indemnitee may become subject as
a result of any claim, demand, action or other proceeding by any third
party to the extent such Losses result from the Indemnitor's
performance under this Agreement, except to the extent that such
losses, costs, claims, demands, judgments or liability are due to the
negligence or wrongful act(s) of the Indemnitee.
NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
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PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE
GRANTED HEREUNDER.
15. ASSIGNMENT. The services to be provided by Anadys cannot be assigned or
transferred by Anadys without the prior written consent of Roche,
except that an Affiliate of Anadys may perform all or a portion of the
services to be provided by Anadys, upon Roche's prior written consent,
which shall not be unreasonably denied.
16. COMPLIANCE WITH LAWS. It is the policy of both parties to comply with
all applicable laws, regulations, permits and consent orders and to act
in a proper and ethical manner. Accordingly, in connection with the
services provided hereunder each party agrees to comply with all
applicable laws, regulations, permits and consent orders.
17. SEVERABILITY AND WAIVER. The provisions of this Agreement are
severable, and any judicial determination that one or more such
provision is invalid or unenforceable shall not affect the validity or
enforceability of any other provision, but rather shall cause this
Agreement first to be construed in all respects as if such invalid or
unenforceable provision(s) were modified to terms which are valid and
enforceable and provide the greatest temporal, geographic and other
protection to Roche's business interests; but if necessary, shall cause
this Agreement to be construed as if such invalid or unenforceable
provision(s) were omitted. No failure to exercise any right or demand
performance of any obligation under this Agreement shall be deemed a
waiver of such right or obligation.
18. INDEPENDENT CONTRACTORS. Anadys understands and agrees that, in its
relationship with Roche under this Agreement, Anadys is acting in the
capacity of an independent contractor and that it has no authority to
represent or act on behalf of Roche without Roche's prior consent.
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Nothing in this agreement should be construed to create an
employee/employer relationship between Roche and Anadys or any of its
employees, agents, principles or other individuals providing services
to Roche on behalf of Anadys.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between Roche and Anadys with respect to the services contemplated
herein and supersedes all previous negotiations, commitments and
writings. No modifications or amendments hereof shall be effective
unless made in writing and signed by Anadys and an authorized
representative of Roche.
20. CHOICE OF LAW. This Agreement shall be governed by the laws of the
State of New Jersey, without giving effect to New Jersey's choice of
law principles.
21. NOTICES. Official notices shall be in writing and delivered in person,
by mail (postage prepaid), by overnight courier or by facsimile as
follows:
If to Anadys: Anadys Pharmaceuticals, Inc.
0000 Xxxxxx Xxxxx Xx
Xxx Xxxxx, XX 00000
Tel: [...***...]
Fax: [...***...]
Attn: Vice President, Corporate
Development and Strategy, with a copy to
Director of Legal Affairs
If to Roche: Xxxxxxxx-Xx Xxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attn.: Corporate Secretary
Fax: [...***...]
Invoices shall be sent to: Xxxxxxxx-Xx Xxxxx Inc.
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000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Accounting
Fax: [...***...]
22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original document, and
all of which together shall be deemed one instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be bound hereby, have
caused this Agreement to be executed as of the dates indicated here:
XXXXXXXX-XX XXXXX INC. ANADYS PHARMACEUTICALS, INC.
By /s/ XXX X. XXXXXX By /s/ XXXXXXX X. XXXXXX
----------------------------- ------------------------------------
Name XXX X. XXXXXX, PH.D. Name XXXXXXX X. XXXXXX
Title Vice President Preclinical Title Vice President, Corporate
Research & Development Development
Date 8/7/02 Date 8/7/02
***CONFIDENTIAL TREATMENT REQUESTED
