1
CONFIDENTIAL TREATMENT
EXHIBIT 10.16
THIS AGREEMENT is made the 25th day of September 1996
BETWEEN:
(1) OXFORD ASYMMETRY LIMITED whose principal place of business is at 000
Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx, XX00 0XX, Xxxxxxx (hereinafter
referred to as "OA"); and
(2) LEUKOSITE INC. whose principal place of business is 000 Xxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, (hereinafter referred to as
"LeukoSite").
INTRODUCTION:
(A) OA has expertise in the field of combinatorial chemistry for the rapid
production of new chemical compounds. OA offers such libraries to
customers for screening to detect compounds which may be useful for
particular applications.
(B) OA is willing to supply the libraries of chemical compounds defined
in Appendix B to LeukoSite together with data relating to the
libraries and to license LeukoSite to use the chemical compounds
and the library data for the purpose of screening the libraries for
applications within the Field of Use and to make use and sell
Compounds and/or Products resulting from the screening and
LeukoSite is willing to accept such supply and license on and
subject to the provisions of this Agreement.
(C) OA's combinatorial chemistry techniques are still experimental,
therefore preparation of the library compounds identified in Appendix B
may require a substantial amount to research and development work on
the part of OA. Accordingly, OA cannot guarantee that it will be able
to synthesize successfully all of the library compounds.
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IT IS AGREED AS FOLLOWS:
1. DEFINITIONS
In this Agreement, the following terms shall have the following
meanings:
1.1 "Affiliates" (a) any company or other legal entity
which directly or indirectly controls or
is under common control with the party
concerned and (b) any company or other
legal entity which is directly or
indirectly controlled by a company or
other legal entity referred to in (a)
above;
1.2 "Compounds" single organic chemical entities
developed and produced by or on behalf
of OA;
1.3 "Plate" a micro-titre plate of Library Compounds
in a spatial arrangement agreed with
LeukoSite;
1.4 "Confidential Information" shall have the meaning to it in Clause
9.1;
1.5 "Estimated Delivery Dates" the estimated delivery date for each
Library as stated in Appendix A;
1.6 "Exclusivity Period" the initial exclusivity period for each
Library as stated in Appendix A, which
may be extended by OA from time to time
pursuant to Clause 3.5;
1.7. "Exclusivity Extension
Fee Per Month" the price per month for extending the
Exclusivity Period for each Library as
stated in Appendix A;
1.8 "Initial Payments" the initial nonrefundable payment payable
by the Customer to OA in respect of each
Library as stated in Appendix A;
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1.9 "Success Criteria" the criteria defined in Appendix C which
have been agreed by LeukoSite and OA to
indicate that a particular Library
Compound is shown to have certain
characteristics of particular interest;
1.10 "Success Payment" the payment made by LeukoSite to OA in
respect of a Library Compound which has
achieved the Success Criteria;
1.11 "Field of Use" human pharmaceutical applications
1.12 "Intellectual Property
Rights" patents, patent applications, utility
models, copyrights, know-how, design
rights, and any other intellectual
property rights analogous to the same;
1.13 "Libraries" the libraries of Compounds identified in
Appendix B;
1.14 "Library Compound" a Compound included within any Library;
1.15 'Products" an active Compound or product resulting
from screening a Library;
1.16 "Library Data" the information to be provided by OA with
each Library as described in Appendix E;
1.17 "Purchase Price" the price payable by LeukoSite to OA in
respect of the Library Compounds and the
Library Dam as set out in Appendix A
1.18 "Specification" the specification for the Compounds as
set out in Appendix D.
1.19 "Valid Claim" a claim of an issued OA parent or joint
parent owned by OA and
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LeukoSite covering a Product which has
not lapsed or been declared invalid or
unenforceable by a court of competent
jurisdiction or an administrative agency
from which no appeal can or is taken.
2.. SUPPLY OF THE LIBRARIES AND THE LIBRARY DATA
2.1 OA shall use reasonable efforts to synthesize each of the Compounds
forming part of the Libraries. However, LeukoSite acknowledges that it
may not be feasible for OA to prepare every Compound within a Library.
Accordingly, OA shall not be liable for any failure to supply any of
the Compounds within a Library, provided tat OA has used reasonable
efforts to try to do so.
2.2 OA shall use it reasonable efforts to deliver to LeukoSite each Library
by the Estimated Delivery Date for that Library, provided that time
shall not be of the essence for such delivery and OA shall not in any
circumstances be liable for any loss or damage incurred by LeukoSite as
a result of any delay in delivery.
2.3 Physical title to and all risk of loss in each Library Compound shall
pass to LeukoSite upon delivery of the Library Compound to LeukoSite's
premises.
2.4 LeukoSite may from time to time notify OA that it wishes to receive
duplicates of any Library Compound. If OA is willing to provide
such duplicates, it shall notify LeukoSite accordingly and include in
such notice, an estimated delivery date and purchase price for the
duplicates. All duplicate Libraries Compounds shall be supplied to
LeukoSite on and subject to the same provisions as apply to the
initial Library Compounds.
2.5 OA shall provide the Library Data for a particular Library to LeukoSite
at the same time as it supplies the Library Compounds to LeukoSite.
3. USE OF LIBRARIES COMPOUNDS AND THE LIBRARY DATA
3.1 OA shall grant to LeukoSite a license as described in Clause 5 to use
the Library Compounds and the Library Data for the sole purpose of
screening the Libraries to detect Compounds which may have application
within the Field of Use.
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3.2 LeukoSite shall not use the Library Compounds and/or the Library Data
for any purpose other than the purpose expressly stated in Clause 3.1.
For the avoidance of doubt, LeukoSite shall not be entitled to screen
or test the Library Compounds for potential applications in any area or
field of use other than the Field of Use.
3.3 LeukoSite shall nor and shall procure that its Affiliates shall not
develop and/or exploit commercially any Library Compound or analogs or
derivatives of a Library Compound unless OA and LeukoSite have executed
an agreement in of such Library Compound, analog or derivative in
accordance with the provisions of Clause 5.
3.4 During a Library's Exclusivity Period, OA shall not supply or grant
rights to that Library to any third party for screening for potential
applications within the Field of Use.
3.5 If LeukoSite wishes to extend the initial Exclusivity Period for any
Library for a further period, LeukoSite shall give OA written notice
thereof at least 14 days before the expiry of the initial Exclusivity
Period specifying the Library concerned and the length of the
requested extension. If OA, at its sole discretion, agrees to extend
the Exclusivity Period, it shall notify LeukoSite of the relevant
extension fee calculated in accordance with Clause 4.5. Any such
extension to the Exclusivity Period shall commence on the date of
OA's notice to LeukoSite and shall be in respect of the Field of Use
only.
3.6. LeukoSite shall not in any circumstances sell, swap, give or in any
way release any of the Library Compounds supplied by OA to any
third party.
4. PAYMENT
4.1. LeukoSite has paid OA the sum of * upon signing of a letter of
intent dated July 15, 1996. LeukoSite will pay OA an additional
* on October 15, 1996. In the event that LeukoSite give notice
that it intends to initiate receipt of Library 3 it will make an
additional payment of * to OA. These payments (totaling *) will
make up the Initial Payments described in Appendix A for Libraries
1, 2 and 3. The Initial Payments are to cover some of OA's costs
in carrying out the research and development work required to
produce the Library Compounds. The Initial Payments
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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will not be refundable except in the event that OA cannot synthesize at
least * of the target size of a Library due to technical difficulties.
In such events, OA will return * in the case of Library 1 or 2 and * in
the case of Library 3 to LeukoSite. LeukoSite is prepared to be
flexible and accept the appropriate substitution of particular building
blocks by others if they are shown to be technically difficult to
incorporate.
4.2. The Purchase Price for each Library Compound and the target number of
Library Compounds in each Library are stated in Appendix A.
4.3. LeukoSite may give OA one month's notice in writing that it does not
wish to receive any additional Library Compounds from a particular
Library provided that at the same time LeukoSite provides a sum of
money to OA, equivalent to the outstanding purchase price for that
Library (total Library price - price of Library Compounds already
supplied), as a non-returnable deposit for future purchases.
Notwithstanding the foregoing, on receipt of such
notice from LeukoSite, OA shall issue an invoice payable by LeukoSite
for all labour, material and overhead costs that it has incurred, or
for which commitments have been made, for the development and synthesis
of Library Compounds forming part of the cancelled Library which have
not been supplied. In no event shall this invoice be for a sum greater
than the outstanding purchase price for a particular Library.
4.4. On or after delivery of any Plate to LeukoSite, OA shall submit an
invoice to LeukoSite for the Purchase Price of the Plate together with
the costs of packaging, carriage and insurance of the Plate and any VAT
payable thereon.
4.5. If LeukoSite notifies OA pursuant to Clause 3.5, that it wishes to
extend a Library Compound's Exclusivity Period and OA notifies
LeukoSite that it is prepared to do so then Leukosite shall pay an
extension fee calculated by multiplying the Extension Fee Rate Per
Month for that Library Compound by the requested number of months
extension.
4.6. On or after OA has notified LeukoSite pursuant to Clause 3.5. that OA
will grant the requested extension, OA shall invoice LeukoSite for the
relevant extension fee calculated in accordance with Clause 4.5
together any VAT payable thereon.
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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4.7. Leukosite will promptly inform OA if a Library Compound achieves the
Success Criteria as defined in Appendix C.
4.8. Having received notice pursuant to Clause 4.7, OA shall invoice
LeukoSite for the Success Payment defined in Appendix C.
4.9 LeukoSite shall make payments to OA in respect of any invoice submitted
under this Agreement within 14 days of the date of the invoice.
4.10 All sums stated in this Agreement are exclusive of Value Added Tax
which shall be payable in addition if applicable.
4.11. All sums payable under this Agreement shall be paid in US dollars by
way of bank transfer into OA's bank account, details of which shall
from time to time be notified to LeukoSite by OA.
5. RIGHT TO EXPLOIT THE COMPOUNDS COMMERCIALLY
5.1 If LeukoSite and/or any of its Affiliates wish to develop any Library
Compound (or analogue or derivative thereof) as a Potential Product,
then LeukoSite shall notify OA in writing, identifying the Library
Compound (or the analogue or derivative thereof) concerned and the
potential application.
5.2 On receipt of notice from LeukoSite pursuant to Clause 5. 1, the
parties shall promptly negotiate in good faith an agreement on fair and
reasonable terms to implement inter alia the FOLLOWING commercial
principles and provisions:-
5.2.1 OA to grant LeukoSite (or its designated Affiliate) the
exclusive worldwide right to manufacture, use, sell and
market the Licensed Product solely for applications within
the Field of Use.
5.2.2 In countries where OA owns Intellectual Property Rights
covering the Licensed Product or jointly owns such
Intellectual Property Rights with LeukoSite, OA shall grant
to LeukoSite an exclusive license under such Intellectual
Property Rights to develop, manufacture, use, sell and
market the Licensed Product solely for applications within
the Field of Use.
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5.2.3 LeukoSite shall have the right to grant sub-licenses under
the above license.
5.2.4 LeukoSite shall pay OA royalties of * of the net sales
value of Products sold by LeukoSite or its affiliates and *
of the royalties received from sub licensees to make, use
or sell Products.
5.2.5 Royalties under Clause 5.2.4 shall be paid on a country by
country basis for ten (10) years after the date of launch
and thereafter so long as the Product is covered by a Valid
Claim in the country where sold.
5.2.6 Royalties, including those based on amounts received from
sub licensees, payable under Clause 5.2.4 shall be reduced
by * for any period during which the Product is not covered
by a Valid Claim in the country where sold.
5.2.7 The compensation set forth in Clauses 5.2.4, 5.2.5 and
5.2.6 shall be the sole compensation applicable to a
Product.
5.2.8 Only one royalty shall be payable regardless of the number
of Valid Claims covering a Product.
5.2.9 Reporting and audit provisions.
5.2.10 LeukoSite to use reasonable efforts to develop and
commercialize the licensed Product and to maximize sales
thereof.
5.2.11 Reciprocal indemnity in respect of third party claims.
5.2.12 Confidentiality provisions.
5.2.13 Termination provisions for breach and insolvency.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Subject to any rights granted in an agreement executed pursuant to
Clause 5.2 and except for sole inventions made by LeukoSite and except
for Joint Inventions as set forth below, OA shall retain all
Intellectual Property Rights in the Libraries and Library Compounds
including without limitation the right to apply for
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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patent protection in respect of the Libraries and/or the Library
Compounds.
6.2 LeukoSite shall not, without the prior written consent of OA, apply
for patent protection in respect of any application that it discovers
for a Library Compound until the parties have executed an
agreement in respect of such Library Compound pursuant to Clause
5.2. Subject to this provision LeukoSite shall be responsible for
filing and pursuing patent applications for all inventions related to
Products and all related costs.
6.3 In the event that OA and LeukoSite make a joint invention ("Joint
Invention"):-
6.3.1 OA and LeukoSite shall jointly own all patents resulting from
such Joint Invention except as provided in Clause 6.3.3.
6.3.2 LeukoSite shall be responsible for preparing filing and
pursuing patent applications for Joint Inventions and they
shall be responsible for all related costs. However, LeukoSite
shall consult fully with OA on the patent strategy for each
Joint Invention and shall keep OA fully informed of the
progress of such patent strategy.
6.3.3 If Leukosite does not wish to obtain patent protection for a
Joint Invention then LeukoSite shall promptly notify OA. OA
shall then have the right to obtain patent protection on such
Joint Invention. Any such patents obtained by OA in respect of
a Joint Invention shall be solely owned by OA.
6.3.6 Except for the rights granted hereunder neither party shall
exploit commercially or license a jointly owned patent in
respect of a Joint Invention in any country without prior
written consent of the other party.
7. NO OBLIGATION TO PROVIDE FURTHER INFORMATION
7.1 Save as provided in Clauses 4.7 & 5.1, LeukoSite shall be under no
obligation to provide OA with any results relating to LeukoSite's
screening of the Libraries provided that if LeukoSite shall become
aware that any of the Library Compounds are toxic or hazardous
LeukoSite shall promptly notify OA with all information in its
possession or control concerning the toxicity or hazard.
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7.2. OA shall be under no obligation to provide LeukoSite with any
information other than that contained in the Library Data.
8. WARRANTIES
8.1. OA gives no warranties whatsoever in respect of the Libraries or
any of the Library Compounds or the Library Data except that OA
warrants that:
8.1.1 OA will own the physical material in the Plates that it
delivers to LeukoSite under this Agreement;
8.1.2 The Plates and Library Compounds delivered to LeukoSite
under this Agreement will meet the Specifications; and
8.1.3 OA has the right to disclose the Library Data to LeukoSite
solely for use in accordance with the provisions of this
Agreement.
8.2 Without limitation to the generality of Clause 8.1, OA gives no
warranty that the Library Compounds:-
8.2.1. are fit for any purpose;
8.2.2. are safe for use in connection with humans, animals or
plants;
8.2.3. are non toxic;
8.2.4. are non-hazardous;
8.2.5 are new or have never been published; and/or
8.2.6 do not infringe the Intellectual Property Rights of any
third parry nor that the production or use of the Library
Compounds will not infringe the Intellectual Property
Rights of any third parry.
8.3 All warranties implied by law (whether by stature, common law, trade
usage, custom or otherwise) are hereby excluded to the maximum extent
permitted by law.
9. CONFIDENTIALITY
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9.1 In this Agreement "Confidential Information" shall mean any
:information provided to LeukoSite by OA in anticipation of, or during,
the term of this Agreement including without limitation technical
information (such as the Library Data and Information relating to OA's
business (such as its future plans). Confidential information shall not
include any information which:-
9.1.1 is or becomes, through no act of default on the part of
LeukoSite or its officers or employees, generally known or
available to the public:
9.1.2 LeukoSite can prove by documentary evidence produced to OA
that the Confidential Information disclosed was already
known to LeukoSite at the time of its disclosure to OA or
is subsequently developed by LeukoSite independently of
the information received from OA; and/or
9.1.3 is disclosed to LeukoSite by a third party without any
obligations of confidence and such third party did not
acquire such Confidential Information directly or
indirectly from OA.
9.2 LeukoSite shall not use any Confidential Information directly or
indirectly for any purpose other than that stated in Clause 3.1 or
pursuant to any license granted under Clause 5.2.
9.3 LeukoSite shall not make conies of the Confidential Information except
as necessary for the purposes stated in Clause 3.1 or pursuant to any
license granted under Clause 5.21.
9.4 LeukoSite shall not disclose to any third party any of the Confidential
Information except with the express prior written consent of OA except
as set forth in Clause 9.5.
9.5 LeukoSite shall limit disclosure of the Confidential Information to
such of its offices and employees to whom such disclosure is necessary
for the purposes of this Agreement. LeukoSite shall procure that its
officers and employees maintain the confidentiality of the Confidential
Information.
10. LIMITATION OF LIABILITY
10.1 Unless caused by the negligence or willful misconduct of OA, OA
shall have no liability whatsoever to LeukoSite for any loss or
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damage resulting directly or indirectly from LeukoSite's activities in
connection with the Libraries (and/or any of the Library Compounds)
and/or the Library Data.
10.2 OA's total liability to LeukoSite in respect of matters arising out of
or in connection with this Agreement shall not exceed the total amount
paid to OA under this Agreement.
10.3 This Clause 10 shall not operate to exclude or limit any liability
which OA is prohibited by law from excluding, or limiting-
11. INDEMNITY
LeukoSite shall indemnify fully, and keep indemnified fully, OA against
any and all damages. losses, costs and/or expenses (including without
limitation legal expenses and experts fees) incurred by OA which arise
out of or in connection with any claim or allegations by any third
party in respect of LeukoSite's use of or other activities in
connection with the Library Compounds provided under this Agreement
and/or the Library Data, except to the extent of negligence or willful
misconduct by OA. OA shall promptly notify LeukoSite of any such claim
and LeukoSite shall control the defense settlement or compromise of any
such claim.
12. EXPIRY & TERMINATION
12.1 This Agreement shall expire at the same time as the last
Exclusivity Period expires.
12.2 This Agreement may be terminated by either party by giving immediate
notice of termination to the other party if the other party shall have
failed to remedy any breach of this Agreement within 30 days of
receiving notice of such breach.
12.3 This Agreement may be terminated forthwith by OA giving written notice
to LeukoSite where LeukoSite becomes insolvent or has an Administrator,
Administrative Receiver or Receiver appointed over the whole or any
significant part of its business and assets, or if any order is made or
a resolution passed or proposed for winding-up LeukoSite (except for
the purposes of a valid amalgamation or reconstruction) or any similar
action or event which occurs in respect of that party under the laws of
any other country.
13. CONSEQUENCES OF EXPIRY & TERMINATION
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13.1 Expiry or termination of this Agreement shall be without prejudice to
any rights which may have accrued to either party before the date of
expiry or termination, including but not limited to rights granted
under Clause 5.
13.2 Upon expiry or termination of this Agreement:-
13.2.1 all rights and obligations of the parties under this
Agreement shall, subject to Clause 13.1 and 13.2.4,
terminate;
13.2.2 LeukoSite shall return to OA all unused Library Compounds
in its possession and/or control supplied under this
Agreement and all copies of the Confidential Information
in the possession and/or control of LeukoSite;
13.2.3 any agreements entered into pursuant to Clause 5.2 shall
continue in full force and effect; and
13.2.4 the following clauses shall remain in full force and
effect; Clauses 1, 3.2, 3.3, 4.7, 4.8, 4.9, 4.10, 4.11, 5,
6, 8, 9, 10, 11, 13 and 15.
14. FORCE MAJEURE
If the performance of this Agreement or any obligation under this
Agreement (except for the payment of any sum of money) is prevented,
restricted or interfered with by reason of any circumstances beyond the
reasonable control of the parties then the party so affected shall,
upon giving prompt notice in writing to the other party, be excused
from such performance or obligation to the extent of and for the
duration of such prevention, restriction or interference.
15. MISCELLANEOUS
15.1 Notice
15.1.1 Any notice or other communication given under this
Agreement shall be in writing in the English language and
shall be sent by pre-paid air-mail or by fax (confirmed on
the same day be pre-paid air-mail) to the address or fax
number set out below or to such other address or fax
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number as may from time to time be notified to the other
party in writing as the address or fax number for service
notices under this Agreement.
for Oxford Asymmetry for LeukoSite Inc.
notices to: notices to:
Dr. Xxxxx Xxxxx Xx. Xxxxxxxxxxx Xxxxxxxx
Managing Director Chief Executive Officer
000, Xxxxxx Xxxx 215 First Street
Abingdon Cambridge,
Oxon, OX14 4SD MA 02142
UK USA
Fax: 000-00-0000-000000 Fax: 0-000-000-0000
15.1.2 Any notice so sent by pre-paid air-mail shall be deemed to
have been given on the sixth business day from and
including the date of posting. Any notice so sent by fax
(and confirmed by airmail) shall be deemed to have been
given the next business day following the day of
transmission.
15.2 Severability
15.2.1 If any provision of this Agreement is declared by any
judicial or other competent authority to be void,
voidable, illegal or otherwise unenforceable then such
provision shall be deemed to be deleted from this
Agreement and the remaining provisions of this Agreement
shall continue in full force and effect.
15.2.2 The parties shall substitute for any such unenforceable
provision an enforceable provision which achieves to the
greatest extent permissible the economic, legal and
commercial objectives of the unenforceable provision.
15.3 Waiver
Failure or delay by either party to exercise any right or remedy under
this Agreement shall not be deemed to be a waiver of that right or
remedy, or prevent it from exercising that or any other right or remedy
on that occasion or on any other occasion.
15.4 Entire Agreement and Amendments
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15.4.1 This Agreement constitutes the entire agreement and
understanding of the parties relating to the subject
matter of this Agreement and supersedes all prior oral or
written agreements, representations, understandings or
arrangements between the parties relating to the subject
matter of this Agreement.
15.4.2 The parties acknowledge that they are not relying on any
agreement, understanding, arrangements, warranty,
representation or term which is not set out in this
Agreement.
15.4.3 The parties irrevocably and unconditionally waive any
rights and/or remedies they may have (including without
limitation the right to claim damages and/or to rescind
this Agreement) in respect of any misrepresentation other
than a misrepresentation which is contained in this
Agreement or a misrepresentation which was made
fraudulently.
15.4.4 Nothing in this Clause 15.4 shall operate to: -
15.4.4.1 exclude any provision implied into this
Agreement by law and which may not be
excluded by law; or
15.4.4.2 limit or exclude any liability, right or
remedy to a greater extent than is
permissible under law.
15.4.5 No change may be made to this Agreement except in writing
in the English language signed by the duly authorised
representatives of both parties.
15.5 Relationship of the Parties
15.5.1 Nothing in this Agreement shall create,
evidence or imply any agency, partnership or
joint venture between the parties.
15.5.2 Neither party shall act or describe itself
as the agent of the other nor shall it
represent that it has any authority to make
commitments on the other's behalf.
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15.6 Assignment and Sub-contracting
15.6.1 This Agreement is personal to LeukoSite and
LeukoSite shall not, without the prior
written consent of OA, assign or transfer
the rights and obligations under this
Agreement, except that LeukoSite may assign
or transfer its rights and obligations under
this Agreement in the case of a merger or
acquisition or transfer of all of
LeukoSite's assets to which this Agreement
relates.
15.6.2 OA shall be entitled (without the consent of
LeukoSite) to assign this Agreement and/or
subcontract the obligations of this
Agreement to an Affiliate of OA.
15.7 Publicity
LeukoSite shall not make any announcement, or comment
upon, or otherwise provide any information to any third
party (other than its legal advisors) concerning this
Agreement, the performance of this Agreement and/or any
dispute or disagreement relating to this Agreement without
the prior written consent of OA.
15.8 Law and Jurisdiction
The validity, construction and performance of this Agreement shall be governed
by English law and the parties accept the non-exclusive jurisdiction of the
English courts in respect thereof.
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AGREED by the parties through their authorized signatories:-
For and on behalf of For and on behalf of
Oxford Asymmetry Limited: LeukoSite Inc.
[signature appears here] [signature appears here]
----------------------------- ----------------------------------------
Signature Signature
----------------------------- ----------------------------------------
Name (Print) Name (Print)
----------------------------- ----------------------------------------
Title (Print) Title (Print)
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APPENDIX A
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Library Target Price Per Initial Total Estimated Initial Exclusivity
Number of Compound Payment Library Delivery Exclusivity Extension Fee
Compounds Delivered Price Date Period Per Month
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la/b 500 * * * Sep-Nov 9 months See Footnote
'96 1
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2 500 * * * Nov '96 - 9 months See Footnote
Jan '97 1
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3 500 * * * Jan-Mar 9 months See Footnote
'97 1
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(1) The Exclusivity Extension Fee Per Month for each Library Compound will be *
of the original cost to LeukoSite of the Library Compound. LeukoSite may choose
to extend the Exclusivity Period on any or all Library Compounds in a Library.
If an extension to the Exclusivity Period is required for no more than 50
Library Compounds per Library for Libraries 1, 2 and 3 then the Exclusivity
Extension Fee for six months will be capped at *.
* Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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APPENDIX B
Identification of the Libraries
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Xxxxxxxxx Xxxxxxx 0x
00
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Leukosite Library 1b
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Xxxxxxxxx Xxxxxxx 2
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Xxxxxxxxx Xxxxxxx 3
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APPENDIX C
SUCCESS CRITERIA AND SUCCESS PAYMENTS
1) Libraries 1 and 2
Success Criteria: containing a Library Compound(s) with in vitro potency
of less than or equal to 50nm(A) and selectivity of
greater than or equal to 10X(B).
Success Fee: $10,000 per Library
2) Library 3
Success Criteria: containing a Library Compound(s) with in vitro potency
of less than or equal to 10nM and selectivity of 10X and
in vivo activity (I.V. or p.o.) at less than or equal to
10mg/kg(c).
Success Fee: $70,000 per Library
(A)Inhibition of (alpha)4(beta)7 binding to MAdCAM in an in vitro cell adhesion
assay.
(B)IC(50) in an (alpha)4(beta)7 VCAM binding assay divided by the IC(50) in an
(alpha)4(beta)7 MAdCAM binding assay.
(C)Inhibition of 50% of (alpha)4(beta)7 MAdCAM recruitment.
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APPENDIX D
SPECIFICATION
1. Each Library Compound shall have a purity of at least 50%.
2. Library Compounds will be supplied in 96 well Plates.
3. For each Library Compound supplied a minimum of 10 mg shall be
provided per well
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APPENDIX E
LIBRARY DATA
1. MS data will be provided for each Library Compound.
2. HPLC data will be provided for 25% of the Library Compounds.
3. NMR data will be provided for 25% of the Library Compounds.
4. One MDL structure data file will be provided for each Plate
together with an Excel compatible tab-separated file of the
associated data.
