EXHIBIT NO. 10.43
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.
AGREEMENT
PFIZER INC, a Delaware corporation, with an address at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, XX 00000 and its Affiliates ("Pfizer"), and
GENAISSANCE PHARMACEUTICALS, INC. with an address at Xxxx Xxxxxxx
Xxxx, Xxx Xxxxx, XX 00000 and its Affiliates ("Genaissance"), enter
into this Agreement for the determination of genetic variation and
haplotypic information of genes on the following terms and conditions:
1. DEFINITIONS: Whenever used in this Agreement, the terms defined in
this Section 1 shall have the meanings specified.
1.1 "Affiliate" means any corporation, firm, partnership or other entity
which directly or indirectly controls, is controlled by, or is under
common control with either of the parties.
1.2 "Pfizer Gene List" shall mean a gene or genes listed in Appendix 1 to
Exhibit A, as amended from time to time, requested by Pfizer for
testing by Genaissance according to the Research Plan.
1.3 "Research Plan" shall mean the written plan describing the research to
be carried out by Genaissance. The Research Plan is appended to and
made a part of this Agreement as Exhibit A.
1.4 "Results" shall mean all information relating to the Pfizer Gene List
generated according to the Research Plan.
2. SCOPE OF WORK: Genaissance will complete the Research Plan within the
time period set forth therein.
3. TERM: The term of this Agreement is one (1) year from August 31, 2001.
4. PAYMENT: Pfizer will pay Genaissance, pursuant to the cost structure
set forth in Exhibit A, within [**] of receipt of
Genaissance's invoice for work performed and receipt of a final report
pursuant to Section 11. All invoices shall be sent to Xxx. Xxx
Xxxxxx, Pfizer Limited, Xxxxxxxx Xxxx, Xxxxxxxx, Xxxx XX00 0XX,
Xxxxxxx.
5. INTELLECTUAL PROPERTY: Genaissance acknowledges that Pfizer will make
and use the Results as it sees fit in the development or
commercialization of pharmaceutical products without further
compensation to Genaissance.
With that exception, neither party licenses or conveys intellectual
property of any kind to the other.
6. INFORMATION: For purposes of this Agreement, the term "Information"
will mean the Pfizer Gene List, the Research Plan and all written
information relating to the Pfizer Gene List, the Research Plan, data,
know-how, technical and non-technical materials which Pfizer may
deliver to Genaissance pursuant to this Agreement, stamped
"Confidential," and all oral material which Pfizer declares to be
confidential and confirm such declaration in writing within thirty
(30) days of disclosure. Information shall not include any Results
generated by Genaissance pursuant to this Agreement.
7. CONFIDENTIALITY: Genaissance agrees to maintain the Information in
confidence with the same degree of care it holds its own confidential
information. Genaissance will not use the Information except to
perform the Research Plan. Genaissance will disclose the Information
only to its officers and employees directly concerned with the
Research Plan, but will neither disclose the Information to any third
party nor use the Information for any other purpose.
8. EXCEPTION TO CONFIDENTIALITY: Genaissance's obligation of
non-disclosure and the limitations upon the right to use the
Information will not apply to the extent that it can demonstrate that
the Information a) was in its possession prior to the time of
disclosure by Pfizer; or b) is or becomes public knowledge through no
fault or omission of Genaissance; or c) is obtained by Genaissance
from a third party under no obligation of confidentiality to Pfizer;
or d) if Genaissance is requested to disclose Information in
connection with a legal or administration proceeding, Genaissance will
give Pfizer prompt notice of such request. If Pfizer attempts and
fails to obtain a protective order or waive compliance with the
relevant provisions of this Agreement, Genaissance will disclose only
that portion of Information which its legal counsel determines it is
required to disclose.
9. SURVIVAL OF CONFIDENTIALITY OBLIGATION: All confidentiality
obligations of Genaissance under this Agreement will survive the
termination of this Agreement for a period of five (5) years.
10. PUBLICITY: No press releases or other statements in connection with
this Agreement intended for use in the public or private media shall
be made by Pfizer or Genaissance without the prior written consent of
the other party; provided, however that Pfizer shall have the right
to publish the results, provided such manuscript is submitted to
Genaissance for review prior to publication. No right of manuscript
approval by Genaissance is implied by this provision. If either
party is required by law or governmental regulation to describe its
relationship to the other, it shall promptly give the other party
notice with a copy of any disclosure it proposes to make. In
addition, neither party shall use the other party's name in
connection with any instruments, products, promotion, or advertising
without prior written permission of the other party.
11. REPORT: Genaissance will provide to Pfizer a written report containing
Results regarding each gene within thirty (30) days following
completion of the Research Plan for such gene(s), detailing the work
performed.
12. INDEMNIFICATION: Pfizer will defend, indemnify and hold harmless
Genaissance, its employees, directors and officers, from and against
any and all liability which it may incur by reason of Pfizer's use of
the Results. Genaissance will indemnify Pfizer, its employees,
consultants, directors and officers for any claims for injuries to
persons or damages which occur on Genaissance's premises or premises
under the control of Genaissance.
13. ENTIRE AGREEMENT: This Agreement, together with all exhibits attached
hereto, and set forth the entire agreement between Pfizer and
Genaissance as to its subject matter. None of the terms of this
Agreement shall be amended except in writing signed by both parties.
14. BREACH: If either party breaches this Agreement, the other may
terminate it if the breaching party does not cure the breach within
thirty (30) days of written notice of the same. The right of
termination shall be in addition to any other rights the terminating
party may have, at law or equity, pursuant to this Agreement.
15. FORCE MAJEURE: Neither Pfizer nor Genaissance shall be liable for
failure of or delay in performing obligations set forth in this
Agreement, and neither shall be deemed in breach of its obligations,
if such failure or delay is due to natural disasters or any causes
reasonably beyond control of Pfizer or Genaissance.
16. CHOICE OF LAW: This Agreement shall be construed in accordance with
the laws of the State of New York.
GENAISSANCE
PHARMACEUTICALS, INC. PFIZER INC.
By: /S/ XXXXXXXX XXXXXXXXXX By: /S/ XXXX X. XXXXXXX
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Name: Xxxxxxxx Xxxxxxxxxx, Ph.D. Name: Xxxx X. Xxxxxxx
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Title: Vice President, Alliances Title: Vice President,
Strategic Alliances
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Date: AUGUST 29, 2001 Date: AUGUST 29, 2001
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cc: Pfizer Inc., Xxxxx Xxxxxxxx, Xxxxxx, XX 00000
EXHIBIT A
PROPOSAL
PFIZER/GENAISSANCE: A PROPOSAL FOR COMPREHENSIVE SNP IDENTIFICATION IN CANDIDATE
GENES
[**]
RESEARCH GOAL: To define comprehensive genetic variation and haplotype
information in key candidate genes of research interest to PGRD (Pfizer, please
define this acronym).
RESEARCH PROPOSAL
o Pfizer will provide Genassiance with [**] approximately [**]
candidate genes (see Appendix 1 for details) for which Genaissance
will obtain a comprehensive assessment of genetic variation.
Genaissance will provide genomic sequence for the candidate genes
listed in Appendix 1. This sequence will be generated using
Genaissance's Standard Operating Procedure for discovering HAP(TM)
Markers for a gene. This procedure consists of sequencing, from the
Index Repository, ninety-three (93) individual samples of human
genomic DNA and one sample of chimpanzee genomic DNA. The genomic
regions of each gene, which are targeted for sequencing, are as
follows.
(vi) "Exons" shall mean the genomic DNA segments of a gene whose
sequence information is translated into the protein product of that
gene. The goal is to obtain sequence information for all Exons
of a gene.
(vii) "Exon/Intron Junction" shall mean the junctions between the
Exons and the Introns in genomic DNA. Beginning with the initiation
codon at one end of a gene and ending with the termination codon at
the other end of a gene, the goal is to obtain sequence information
for each Exon/Intron Junction within this genomic region.
(viii) "Introns" shall mean the genomic DNA segments of a gene
which are located between Exons. Beginning with the initiation codon
at one end of a gene and ending with the termination codon at
the other end of a gene, the goal is to obtain a minimum of ten (10)
to twenty (20) bases and a maximum of one hundred (100) bases of
sequence information from the Exon/Intron Junction into the Intron
for every Intron within this genomic region.
(ix) "Promoter" shall mean the region that is immediately
upstream of the genomic segment that is found at the five-prime
end of a Messenger RNA molecule. ("Messenger RNA" shall mean a
ribonucleic acid sequence from which the protein product of a gene
is translated.) The goal is to obtain sequence information for up
to one thousand (1000) bases of the Promoter, with the desire to
obtain an addition 1 KB where possible.
(x) "Three-Prime Untranslated Region" shall mean the genomic
region immediately downstream from the termination codon of a gene.
The goal is to obtain sequence information for at least one hundred
(100) bases of the Three-Prime Untranslated Region downstream of
the Three-Prime Untranslated Region downstream of the termination
codon. Optimally, we will have coverage of 500 bases of the 3' UTR.
Specific genomic information is required to meet the goals
outlined in (i) through (v) above. If genomic sequence information
is available for a majority of these regions, even if the available
genomic sequence information is not sufficient to meet all of the
goals in (i) through (v) above, a gene will still be queued for
HAP(TM) Marker discovery.
(v) "Three-Prime Untranslated Region" shall mean [**]. The goal
is to obtain sequence information [**] optimally, we will have [**].
Specific genomic sequence information is required to meet the
goals outlined in (i) through (v) above. If genomic sequence
information is available for a majority of these regions, even if the
available genomic sequence information is not sufficient to meet all
of the goals in (i) through (v) above, [**].
o A gene shall be considered completely sequenced if sequence
information is obtained for: (i) at least [**] of the [**];
(ii) the [**] containing the [**]; and (iii) [**]. A
specific region targeted for sequencing within a gene shall be
considered completely sequenced if sequence information is obtained
for at least [**] individuals from the Index Repository. However, the
presence of runs of guanine and cytosine, secondary structure or
errors in publicly available sequence information may prevent the
generation of sufficient sequence information for that gene to be
considered completely sequenced as defined above.
o The candidate genes will be interrogated using Genaissance's SNP
Scoring and HAP(TM) Building Standard Operating Procedures for
identification of SNPs and inference of haplotypes.
o The results of performing the above Standard Operating Procedures for
each gene will be reported [**] and will [**] in which [**].
o Genaissance shall complete the foregoing Research Proposal for the
initial list of [**] genes within approximately [**] of receipt
[**].
COST STRUCTURE
Payment is based upon the cost per gene, as set forth below. A minimum of [**]
genes will be analyzed within one calendar year from the commencement of the
collaboration.
Costs:
[**]
[**]
[**]
PFIZER GENE LIST FOR COMPREHENSIVE VARIANT DETECTION
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GENE SYMBOL LOCATION GENBANK ACC NO
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[**]
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