EXHIBIT 10.37
December 15, 2000
BY FEDERAL EXPRESS
Xxxxxxx-Xxxxx Squibb Company
Route 206 & Province Line Road
P.O. Box 4000
Princeton, NJ 08543
Attn: Vice President and Senior Counsel,
Pharmaceutical Research Institute
Re: GPCR License and User Agreement between 3-Dimensional Pharmaceuticals,
Inc. and Xxxxxxx-Xxxxx Squibb Company dated as of July 7, 2000 (the
"GPCR License"); and
PERT Internal Use License and Option Agreement between 3-Dimensional
Pharmaceuticals, Inc. and Xxxxxxx-Xxxxx Squibb Company dated as of July
7, 2000 (the "PERT License")
Ladies and Gentlemen:
On November 3, 2000, 3DP reported publicly certain changes in the status of its
G protein-coupled receptor crystallization project (the "GPCR Structure
Project"). From the commencement of 3DP's internal inquiry into this matter, we
have worked closely with our colleagues at BMS to identify and understand the
impact of these changes on the research and development activities at 3DP
relating to the GPCR Structure Project and on the portion of the ongoing
alliance between 3DP and BMS that was contemplated under the GPCR License and
the PERT License. We are gratified by the support of BMS throughout this
process.
The purpose of this letter is to set forth the agreement of 3DP and BMS
regarding the effect of the changes in the GPCR Structure Project on the ongoing
alliance between 3DP and BMS, a portion of which was being pursued under the two
agreements referenced above (the "Agreements"). Terms with initial capitals that
are not defined in this letter are used as defined in the Agreements, or in a
specified Agreement, as the case may be.
1. The DiscoverWorks(TM) Drug Discovery Collaboration Agreement between 3DP
and BMS dated as of July 7, 2000 is unaffected by the change in the GPCR
Structure Project and shall remain in full force and effect.
Xxxxxxx-Xxxxx Squibb Company
December 15, 2000
Page 2
2. The DiscoverWorks(TM) Nonexclusive License and Purchase Agreement
between 3DP and BMS dated as of July 7, 2000 is unaffected by the change
in the GPCR Structure Project and shall remain in full force and effect.
3. By mutual agreement of the Parties on the terms set forth in this
letter, the GPCR License is hereby terminated, effective December 29,
2000. BMS shall return Confidential Information received from 3DP as
required by Section 10.3.1 of the GPCR License. Those sections of the
GPCR License that survive the termination of the GPCR License as set
forth in Section 10.7 shall be the sole surviving sections of the GPCR
Agreement.
4. BMS shall provide to 3DP by December 29, 2000 a report on BMS's research
to establish proof of principle of the 3DP PERT, and, thereafter, BMS
shall cooperate with 3DP, at 3DP's request and expense, in connection
with 3DP's reasonable efforts with respect to such BMS research, to
prepare, file and prosecute the Licensed Patent Rights with or any steps
taken to maintain such information as trade secret.
5. By mutual agreement of the Parties, the PERT License is hereby
terminated, effective December 29, 2000. BMS shall return 3DP
Confidential Information as required pursuant to Section 9.7 of the PERT
License. Those sections of the PERT License that survive the termination
of the PERT License as set forth in Section 9.6 shall be the sole
surviving sections of the PERT License.
6. 3DP shall pay to BMS by December 29, 2000, by wire transfer of United
States Dollars to such bank account as BMS may designate by notice to
3DP, the sum of $4.5 million, plus interest of $107,230, for an
aggregate amount of $4,607,230.
7. 3DP and BMS agree to the release of the public announcement set forth as
Exhibit A hereto.
Duplicate original executed copies of this letter are enclosed. If the foregoing
accurately sets forth the agreement between 3DP and BMS with respect to the
matters covered herein, please so indicate by having the letters executed on
behalf of BMS in the space provided below and return one fully executed original
to me by overnight courier with a copy by fax to my attention at 000-000-0000.
The other original is for your file.
Sincerely yours,
3-Dimensional Pharmaceuticals, Inc.
By:/s/ Xxxxx X. U'Xxxxxxxx
-----------------------
Xxxxx X. U'Xxxxxxxx, Ph.D.
Chief Executive Officer
Xxxxxxx-Xxxxx Squibb Company
December 15, 2000
Page 3
Acknowledged and agreed:
Xxxxxxx-Xxxxx Squibb Company
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President, External Science & Technology
Date: December 18, 2000
cc: Xxxxx Xxxxx, Ph.D.
Vice President, Discovery Chemistry
Xxxxxx Xxxxx, Ph.D.
Vice President, Applied Genomics
