Exhibit 99.2
TECHNOLOGY SHARING AGREEMENT
THIS TECHNOLOGY SHARING AGREEMENT is made and entered into on this 23rd
day of DECEMBER 1997, by and among PHARMAKINETICS LABORATORIES, INC. a
corporation organized under the laws of the state of Maryland
("PharmaKinetics"), CEPHAC S.A., a company organized under the laws of France
("Cephac"), and ASTER (bullet) CEPHAC S.A., a company organized under the laws
of France ("Aster (bullet) Cephac").
RECITALS
A. PharmaKinetics, Aster (bullet) Cephac S.A, the owner of all of the
outstanding shares of Cephac and CAI Advisors & Co. ("CAI"), are parties to a
Preferred Stock and Warrant Purchase Agreement dated December 4, 1997
(the"Purchase Agreement") pursuant to which CAI and Aster (bullet) Cephac (or
their permitted assigns) will purchase an aggregate of 833,300 shares of
PharmaKinetics Class A Convertible Preferred Stock convertible into 8,333,000
shares of PharmaKinetics Common Stock, par value $.001 per share (the "Shares"),
and warrants to purchase an aggregate of 6,250,000 shares of PharmaKinetics
Common Stock with an exercise price of $1.20 per share (the "Warrants").
B. The execution of this Agreement is a condition precedent to the
obligations of PharmaKinetics, Aster (bullet) Cephac, and CAI under the Purchase
Agreement to consummate the purchase and sale of the Shares and the Warrants.
C. PharmaKinetics and Cephac wish to facilitate the productive exchange
of methods for bioanalytical testing, technology and technical capabilities.
NOW, THEREFORE, in consideration of Purchase Agreement and the
conditions and agreements hereinafter set forth, the parties agree as follows:
SECTION 1 EXCHANGE OF METHODS FOR BIOANALYTICAL TESTING.
1.1 Methods Exchanged. Cephac shall provide to PharmaKinetics the
methods for bioanalytical testing developed by Cephac set forth on Schedule 1.1A
and PharmaKinetics shall provide to Cephac the methods for bioanalytical testing
developed by PharmaKinetics set forth on Schedule 1.1B. Any method for
bioanalytical testing provided hereunder shall remain the property of the party
providing such method. Nothing herein shall be deemed to give the party to whom
a method is provided hereunder any right to transfer, assign, license or
otherwise provide such method to any third party, except with the prior written
consent of the party providing the method.
1.2 Procedures for Exchange. The two methods first set forth on each of
Schedule 1.1A and 1.1B will be the two methods first exchanged by PharmaKinetics
and Cephac. The exchange of these methods will be used to develop procedures for
exchange of the other methods and to evaluate the difficulty of transferring the
other methods. PharmaKinetics and Cephac shall use their best efforts to
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(i) develop procedures to validate the methods, (ii) develop procedures for
transferring standard operating procedures related to the methods, (iii) provide
personnel knowledgeable with the methods and standard operating procedures to
assist in their transfer, and (iv) take such other actions as may be required to
transfer the methods and standard operating procedures. Each party shall bear
the cost of (i) travel expenses of its employees who are sent to the other
party's facilities and (ii) housing and living expenses of the other party's
employees who are visiting its facilities.
1.3 Fees. Each party shall pay to the other party a fee (the "Fee")
based upon the net revenues generated by services provided by such party that
utilize a method of bioanalytical testing provided by the other party pursuant
to Section 1.1. (the "Net Revenues"). The initial Fee with respect to each
method provided shall be 2% of Net Revenues. Fees accruing during each calendar
quarter shall be due and payable within 30 days after the end of each such
calendar quarter. For each calendar quarter while this Agreement is in effect,
PharmaKinetics and Cephac shall evaluate the fairness and appropriateness of the
Fee with respect to each method of bioanalytical testing provided pursuant to
Section 1.1, and shall by mutual agreement fix the Fee payable by each party
during such calendar quarter. In the absence of agreement relating to a Fee or
Fees for a particular calendar quarter, the Fee or Fees agreed upon for the
prior quarter shall continue to be applicable.
SECTION 2 EXCHANGE OF OTHER METHODS AND TECHNOLOGY.
2.1 Exchange of Other Methods for Bioanalytical Testing. If the
exchange of methods for bioanalytical testing set forth on Schedules 1.1A and
1.1B is successful (or if PharmaKinetics and Cephac are unable to exchange any
such method), PharmaKinetics and Cephac shall cooperate with each other to
explore the possibility of exchanging additional or alternative methods.
2.2 Standardized Method of Bioanalytical Testing. PharmaKinetics and
Cephac shall cooperate with each other to evaluate the costs and benefits of
developing a standardized method of bioanalytical testing in order to facilitate
the exchange of technology hereunder.
2.3 LIMS System. PharmaKinetics and Cephac shall provide each other
with information regarding their respective requirements for a LIMS computer
software system and information regarding such systems obtained from vendors,
and shall evaluate the costs and benefits of developing a compatible system.
SECTION 3 MISCELLANEOUS.
3.1 Confidentiality. Neither party or its employees or agents shall
disclose to any third party any information regarding the methods for
bioanalytical testing exchanged hereunder or any other proprietary or
confidential information of the other party obtained in connection with the
transfer of such methods or the other transactions contemplated by this
Agreement, and each party shall take all precautions reasonably necessary to
prevent such disclosure.
3.2 Good Faith Negotiations. PharmaKinetics and Cephac recognize that
the costs and benefits associated with exchanging the methods for bioanalytical
testing and undertaking the other projects set forth in this Agreement are
difficult to ascertain. PharmaKinetics and Cephac agree to renegotiate the terms
of this Agreement in good faith if such costs and benefits vary substantially
from
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expectations. For example, if a 2% license fee is inadequate to cover the costs
associated with transferring a particular method within a reasonable period of
time, PharmaKinetics and Cephac shall negotiate to reach agreement with respect
to an increased fee.
3.3 Term and Termination. The initial term of this Agreement shall
commence on the date hereof and shall continue until December 31, 1998.
Following the initial term, this Agreement shall be renewed automatically for
successive one year terms, provided that either party may terminate the
Agreement effective as of the end of the then current term by providing written
notice of termination at least 30 days prior to the termination date.
3.4 Indemnification. Each party (hereafter, the "Indemnifying Party")
shall indemnify and hold harmless the other party and its successors and assigns
(hereafter, the "Indemnified Party") against any and all liability whatsoever
that the Indemnified Party may sustain arising out of or based upon any claim or
assertion by a third party that the Indemnifying Party does not own or have the
right to exchange a method of bioanalytical testing provided to the Indemnified
Party pursuant to this Agreement. The Indemnifying Party shall not be liable for
profits that are not realized by the Indemnified Party as the result of any such
claim or assertion.
3.5 Covenant of Aster (bullet) Cephac. Aster (bullet) Cephac covenants
and agrees that it shall take no action that would limit or restrict the ability
of Cephac to fulfill, or would render Cephac unable to fulfill, its obligations
under this Agreement. Aster (bullet) Cephac further covenants and agrees that it
shall pay to PharmaKinetics any fees due to PharmaKinetics under Section 1.3 of
this Agreement and not paid when due by Cephac.
3.6 Assignment. This Agreement shall not be assigned by either party
without the written consent of the other.
3.7 Counterparts. Separate copies of this Agreement may be signed by
the parties hereto, with the same effect as though all of the parties had signed
one copy of this Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first above written.
PHARMAKINETICS LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxxxx
_____________________________
Xxxxx X. Xxxxxx
President
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CEPHAC S.A.
By: /s/ Xxxx X. Xxxxxxxxx
_____________________________
Xxxx X. Xxxxxxxxx
President
ASTER (bullet) CEPHAC S.A.
By: /s/ Xxxx X. Xxxxxxxxx
_____________________________
Xxxx X. Xxxxxxxxx
Chief Executive and President
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