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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark one)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --------- Exchange Act of 1934. For the quarterly period ended June 30, 1996.
or
Transition report pursuant to Section 13 or 15(d) of the Securities
- --------- Exchange Act of 1934. For the transition period from ___________ to
___________.
Commission File Number:
0-24814
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SUGEN, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3629196
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Galveston Drive, Redwood City, California 94063
(address of principal executive offices)
(415) 306-7700
(Registrant's telephone number, including area code)
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock $.01 par value;
10,543,057 shares outstanding at July 31, 1996.
This report on form 10-Q, including all exhibits, contains ___ pages. The
exhibit index is located on page 14 of this report.
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1
<PAGE>
SUGEN, Inc.
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Notes
Condensed Balance Sheets - June 30, 1996
and December 31, 1995 3
Statements of Operations - for the three and six months
ended June 30, 1996 and 1995 4
Condensed Statements of Cash Flows - for the six
months ended June 30, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS AND NOTES
SUGEN, Inc.
CONDENSED BALANCE SHEETS
(In thousands)
June 30, December 31,
1996 1995
---------- ------------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 9,113 $ 8,226
Short-term investments 31,125 45,027
Prepaid expenses and other current asets 835 1,034
-------- --------
Total current assets 41,073 54,287
Property and equipment, net 4,193 4,513
Other assets 1,232 443
-------- --------
$ 46,498 $ 59,243
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,795 $ 652
Accrued liabilities 5,316 3,587
Deferred revenue 1,616 6,558
Capital lease obligations - current portion 1,556 1,354
-------- --------
Total current liabilities 10,283 12,151
Capital lease obligations - non-current portion 3,408 3,651
Commitments
Stockholders' equity:
Common stock 79,728 81,802
Deferred compensation (303) (397)
Accumulated deficit (46,618) (37,964)
-------- --------
Total stockholders' equity 32,807 43,441
-------- --------
$ 46,498 $ 59,243
======== ========
See accompanying notes.
3
<PAGE>
<TABLE>
SUGEN, Inc.
STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Contract revenue (includes amounts from
related party) $ 4,429 $ 3,448 $ 7,908 $ 6,875
Costs and expenses:
Research and development 7,717 5,608 14,332 10,563
General and administrative 1,587 1,184 2,967 2,389
------- ------- ------- -------
Total costs and expenses 9,304 6,792 17,299 12,952
------- ------- ------- -------
Operating loss (4,875) (3,344) (9,391) (6,077)
Other income and expenses:
Interest income 598 494 1,288 908
Interest expense (174) (104) (354) (209)
Gain on sale of investment in Selectide Corporation -- -- -- 1,006
------- ------- ------- -------
Other income, net 424 390 934 1,705
------- ------- ------- -------
Net loss $(4,451) $(2,954) $(8,457) $(4,372)
======= ======= ======= =======
Net loss per share $ (0.42) $ (0.34) $ (0.81) $ (0.51)
======= ======= ======= =======
Shares used in computing net loss
per share 10,500 8,700 10,486 8,651
======= ======= ======= =======
<FN>
See accompanying notes.
</FN>
</TABLE>
4
<PAGE>
SUGEN, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
(In thousands)
(unaudited)
Six Months Ended
June 30,
1996 1995
-------- --------
Cash flows from operating activities
Net loss $ (8,457) $ (4,372)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,080 713
Deferred revenue (4,942) 500
Gain on sale of investment in Selectide Corporation -- (1,006)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 199 113
Other assets (789) (41)
Accounts payable 1,143 135
Accrued liabilities 1,729 582
-------- --------
Net cash provided by (used in) operating activities (10,037) (3,376)
-------- --------
Cash flows from investing activities
Sales/maturities (purchases) of short-term investments, net 13,705 (16,133)
Purchases of property and equipment (666) (772)
Proceeds from sale of investment in Selectide Corporation -- 2,923
-------- --------
Net cash provided by (used in) investing activities 13,039 (13,982)
-------- --------
Cash flows from financing activities
Proceeds from issuance of common stock, net 424 11,061
Repurchase of common stock (2,698) --
Proceeds from issuance of warrants 200 --
Proceeds from lease financing of property and equipment 632 766
Payments under capital lease obligations (673) (398)
-------- --------
Net cash provided by (used in) financing activities (2,115) 11,429
-------- --------
Net increase (decrease) in cash and cash equivalents 887 (5,929)
Cash and cash equivalents at beginning of period 8,226 12,599
-------- --------
Cash and cash equivalents at end of period $ 9,113 $ 6,670
======== ========
See accompanying notes.
5
<PAGE>
SUGEN, Inc.
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The financial information at June 30, 1996 and for the six months ended
June 30, 1996 and 1995 is unaudited but includes all adjustments
(consisting only of normal recurring adjustments) which SUGEN, Inc.
(the "Company") considers necessary for a fair presentation of the
financial position at such date and the operating results and cash
flows for those periods. The accompanying condensed financial
statements should be read in conjunction with the financial statements
and notes thereto for the year ended December 31, 1995 included in the
Company's Form 10-K, as amended. The results of the Company's
operations for any interim period are not necessarily indicative of the
results of the Company's operations for a full fiscal year.
2. Research and Development Collaboration Agreement
In January 1996, the Company and Amgen Inc. reached an agreement to
conclude their research collaboration one year earlier than originally
planned due to their changed research priorities over the three years.
Under the terms of this wind-down agreement, Amgen made a final cash
payment to the Company of $2.5 million (of which $1.1 million was
advanced in December 1995) and forgave certain advance payments made to
the Company for future research work which will be recorded as
wind-down revenue in 1996. Amgen also granted back to SUGEN exclusive
worldwide rights to 22 proprietary signal transduction targets
discovered in the course of the collaboration, subject to royalty
payments back to Amgen with respect to potential future product sales.
In addition, in January 1996 the Company repurchased 235,000 shares of
its Common Stock from Amgen at a price of $11.48 per share, thereby
reducing Amgen's current holdings of the Company's Common Stock to
152,878 shares. Amgen also purchased in January 1996 for $200,000 a
warrant expiring in 2003 to purchase 200,000 shares of Common Stock at
an exercise price of $15.50 per share.
3. Accrued Liabilities
The components of accrued liabilities consist of the following:
June 30, December 31,
1996 1995
---------- ------------
(In thousands)
Accrued R&D Services $ 2,479 $ 1,381
Accrued Compensation 758 657
Accrued Professional Fees 399 344
Other 1,680 1,205
--------- ---------
$ 5,316 $ 3,587
========= =========
6
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SUGEN, Inc.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ significantly from the
results discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include the factors discussed below as well as
the factors discussed in the Company's Form 10-K for the year ended December 31,
1995, as amended.
Overview
SUGEN was founded in July 1991 to discover and develop small molecule drugs
that target specific cellular signal transduction pathways. These pathways have
been implicated in diseases such as cancer and diabetes as well as in
dermatologic, immunologic, cardiovascular and neurologic disorders. To date,
substantially all of the Company's revenue has been pursuant to collaborations
with Zeneca Limited ("Zeneca"), ASTA Medica Aktiengesellschaft ("ASTA Medica")
and Amgen Inc. ("Amgen"). The Company intends to pursue its drug discovery
programs independently and in collaboration with other pharmaceutical companies.
In December 1995, the Company established an oncology product development
collaboration with ASTA Medica. The Company received a $4.0 million technology
set-up fee and will receive additional fees upon the achievement of specified
milestones as well as additional consideration in the form of contract services
for non-collaboration work. In addition, ASTA Medica purchased 431,137 shares of
SUGEN Common Stock for $9.0 million, or $20.88 per share. In January 1996, the
Company and Amgen terminated their research collaboration one year prior to the
scheduled expiration. In connection with the termination, Amgen paid SUGEN $2.5
million, forgave amounts previously advanced, and purchased from SUGEN for
$200,000 a warrant to purchase 200,000 shares of Common Stock with an exercise
price of $15.50 per share. In addition, SUGEN repurchased 235,000 of the 387,878
shares of SUGEN Common Stock held by Amgen at $11.48 per share. The termination
arrangement further provides that the Company will make royalty and certain
other payments to Amgen in the event that designated potential products are
developed and marketed.
In April 1996, the Company established a second multi-project Collaborative
Research and Development Agreement ("CRADA") with the National Cancer Institute
("NCI") for the application of SUGEN's proprietary transcript imaging technology
in order to identify the differences in expression patterns of signal
transduction genes that characterize each of the sixty tumor cell lines which
constitute the NCI's screening panel. Interesting lead compounds from the NCI's
collection will be tested in SUGEN's target-specific signal transduction assays,
and lead compounds from SUGEN also will be tested against the NCI panel. SUGEN
will have the option to license discoveries made through this process for
adoption into SUGEN's drug discovery programs.
The Company has not been profitable since inception and expects to incur
substantial losses for the foreseeable future, primarily due to the expansion of
its research and development programs, including preclinical studies and
clinical trials. The Company expects that losses will fluctuate from quarter to
quarter and that such fluctuations may be substantial. As of June 30, 1996, the
Company's accumulated deficit was $46.6 million.
Results of Operations
The Company's revenues for the three and six months ended June 30, 1996
were $4.4 million and $7.9 million, respectively, an increase from revenues of
$3.5 million and
7
<PAGE>
$6.9 million during the same periods last year. Revenues for the six months
ended June 30, 1996 included contract revenue from the Zeneca collaboration and
the partial recognition of both the $4.0 million technology set-up fee received
in connection with the ASTA Medica collaboration and the $4.3 million wind-down
fee associated with the Amgen termination. The Company recognizes the revenue
from technology set-up fees and wind-down fees as the related activities are
performed, which is generally over a twelve-month period or less. Through June
30, 1996, a significant portion of the set-up and wind-down fees from the ASTA
Medica and Amgen collaborations, respectively, had been recognized as revenue.
With respect to the Amgen wind-down fees, the Company is recognizing $4.3
million in revenue during 1996. Thereafter, the Company will not recognize any
additional revenue under the Amgen collaboration.
Research and development expenses increased to $7.7 million and $14.3
million for the three and six months ended June 30, 1996, respectively, from
$5.6 million and $10.6 million for the comparable periods last year. The
increase during 1996 was primarily due to the expenses associated with
additional personnel committed to the Company's research and development
programs. In addition, the progression of clinical activities, including Phase I
studies of the Company's lead anti-cancer compound, SU101, and the advancement
of multiple programs through preclinical development contributed to higher
expenses during 1996. The Company expects that its research and development
expenses will continue to grow significantly during future years due to the
hiring of personnel, additional preclinical studies, the progression of SU101
clinical studies, the initiation of new clinical trials and pursuant to
requirements under the Company's collaborations.
General and administrative expenses increased to $1.6 million and $3.0
million for the three and six months ended June 30, 1996, respectively, from
$1.2 million and $2.4 million in the same periods last year. The increase was
primarily due to additional administrative staffing, the associated recruiting
and relocation expenses as well as severance related costs associated with the
resignation of an officer. The Company expects that its general and
administrative expenses will continue to increase in order to support the
Company's research and development efforts. In connection with the filing of a
registration statement relating to a proposed follow-on public offering, the
Company incurred offering related costs in the amount of approximately $600,000
during the six months ended June 30, 1996 which may be expensed in the latter
part of 1996.
Interest income increased to $598,000 and $1.3 million for the three and
six months ended June 30, 1996, respectively, from $494,000 and $908,000 earned
in the comparable periods last year. The increase was due to higher investment
balances arising primarily from issuances of the Company's capital stock.
Interest expense of $174,000 and $354,000 for the three and six months ended
June 30, 1996, respectively, increased from $104,000 and $209,000 incurred in
the same periods last year. This increase was primarily due to the Company's
continued use of capital lease financing for property improvements and equipment
related to the expansion of its facilities. The Company expects that interest
expense will continue to increase in 1996 due to the continued use of capital
lease financing for equipment and facility improvements. A $1.0 million gain on
the sale of the Company's investment in Selectide Corporation was included in
other income during 1995.
Liquidity and Capital Resources
The Company had cash, cash equivalents and short-term investments of
approximately $40.2 million at June 30, 1996 compared with approximately $53.3
million at December 31, 1995. This decrease in cash and investments during the
six months ended June 30, 1996 was primarily due to the net loss for the six
month period combined with the repurchase of the Company's Common Stock from
Amgen as discussed above, partially offset by an increase in accrued
liabilities.
Through June 30, 1996, the Company's principal sources of financing were
its initial public offering of Common Stock, placements of the Company's
Preferred and Common
8
<PAGE>
Stock and funds received under the Company's collaborations with ASTA Medica,
Zeneca and Amgen. The Company's current principal sources of liquidity are its
research and development collaborations with ASTA Medica and Zeneca, its cash,
cash equivalents and short-term investments and capital lease financing. The
Company has a capital lease line of $3.5 million for the purchase of equipment
and facility improvements, of which $1.3 million was available at June 30, 1996.
The Company has entered into license and research agreements whereby the
Company funds research projects performed by others or in-licenses compounds
from third parties. Some of the agreements may require the Company to make
milestone and royalty payments. Under these programs, commitments for research
funding are approximately $3.4 million and $2.0 million in 1996 and 1997,
respectively. Most of these commitments are cancelable within a three to six
month period and limit the amounts payable by the Company for sponsored research
under the programs after notice of cancellation by the Company.
Net additions of equipment and leasehold improvements for the six months
ended June 30, 1996 were $666,000 compared to $1.0 million for the same period
last year. Capital additions decreased in 1996 due to the timing of equipment
purchases and facility improvements. Total capital spending for 1996 is
anticipated to remain comparable to that of the prior year. The Company intends
to fund future capital expenditures principally through lease financing
arrangements. Although there can be no assurance that such financing will be
available.
The Company estimates that its existing capital resources together with
facility and equipment financing, expected revenues from its collaborations and
net income from investment activities, will be sufficient to fund its planned
operations into 1998. There can be no assurance that the underlying assumed
levels of revenue and expense will prove accurate. Whether or not these
assumptions prove to be accurate, the Company will need to raise substantial
additional capital to fund its operations. The Company intends to seek such
additional funding through collaborative arrangements, public or private equity
or debt financings and capital lease transactions; however, there can be no
assurance that additional financing will be available on acceptable terms or at
all. If additional funds are raised by issuing equity securities, further
dilution to stockholders may result. In addition, in the event that additional
funds are obtained through arrangements with collaborative partners, such
arrangements may require the Company to relinquish rights to certain of its
technologies, product candidates or products that the Company would otherwise
seek to develop or commercialize itself. If adequate funds are not available,
the Company may be required to delay, reduce the scope of or eliminate one or
more of its research or development programs, which could have a material
adverse effect on the Company.
The Company is at an early stage of development and must be evaluated in
light of the uncertainties and complications present in a biotechnology company.
The Company has been in existence only since 1991 and to date a single drug
candidate (SU101) has entered human clinical testing. To achieve profitable
operations on a continuing basis, the Company, alone or with collaborative
partners, must successfully develop, manufacture, introduce and market its
proposed products. Products, if any, resulting from the Company's research and
development programs are not expected to be commercially available for a number
of years, even if they are developed successfully and proven to be safe and
effective. Before obtaining regulatory clearance for the commercial sale of any
of its products under development, the Company must demonstrate through
preclinical studies and clinical trials that the potential product is safe and
efficacious for use in humans for each target indication. The failure to
adequately demonstrate the safety and efficacy of a product under clinical
development could delay or prevent regulatory clearance of the potential product
and could have a material adverse effect on the Company. In addition, many of
the Company's currently proposed products are subject to development and
licensing arrangements with the Company's collaborators. Therefore, the Company
is dependent on the research and development efforts of these collaborators with
respect to some of its proposed products. The amount and timing of resources to
be devoted to these activities by corporate partners are not within the control
of the Company. Moreover, the Company is entitled only to a portion of
9
<PAGE>
the revenues, if any, realized from the commercial sale of any of the potential
productscovered by the collaborations in many jurisdictions. The Company has
experienced significant operating losses since its inception. The Company
expects to incur significant operating losses at least for the next several
years and expects cumulative losses to increase as the Company's research and
development efforts, including preclinical and clinical testing, are expanded.
The Company's ability to achieve profitability is dependent on its ability,
alone or with others, to complete successfully the development of its proposed
products, obtain the required regulatory clearances and manufacture and market
its proposed products. The development of the Company's technology and potential
products will require a commitment of substantial funds to conduct these costly
and time consuming activities. Substantially all of the Company's revenues to
date have been received pursuant to the Company's collaborations. Should the
Company or its collaborators fail to perform in accordance with the terms of any
of their agreements, any consequent loss of revenue under the agreements could
have a material adverse effect on the Company's results of operations. The
Company has no manufacturing facilities and relies on other manufacturers to
produce its compounds for research and development, preclinical and clinical
products. The potential products under development by the Company never have
been manufactured on a commercial scale and there can be no assurance such
products can be manufactured at a cost or in quantities necessary to make them
commercially viable. The Company has no sales, marketing or distribution
capability. If any of its products subject to collaborative agreements are
developed successfully, the Company must rely on its collaborators to market
such products in many jurisdictions. If the Company develops any products which
are not subject to collaborative agreements, it must either rely on other large
pharmaceutical companies to market such products or must develop a marketing and
sales force directly. The foregoing risks reflect the Company's early stage of
development and the nature of the Company's industry and potential products.
Also inherent at the Company's stage of development is a range of additional
risks, including competition, uncertainties regarding protection of patents and
proprietary rights, government regulation and uncertainties regarding
pharmaceutical pricing and reimbursement.
10
<PAGE>
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a.) On May 23, 1996, the Company held its Annual Meeting of Stockholders.
The following actions were taken at the meeting:
(b.) The following four directors were each elected for a three-year term
expiring at the 1999 Annual Meeting of Stockholders:
1. 6,349,471 shares voted in favor of Heinrich Kuhn and 90,575
shares withheld their vote;
2. 6,346,290 shares voted in favor of James L. Tyree and 93,756
shares withheld their vote;
3. 6,349,471 shares voted in favor of Glenn S. Utt, Jr. and
90,575 shares withheld their vote;
4. 6,349,471 shares voted in favor of Michael A. Wall and 90,575
shares withheld their vote.
The following individual's term of office as a director continued after
the meeting:
Stephen Evans-Freke
Anthony B. Evnin, Ph.D.
Charles M. Hartman
Donald E. Nickelson
Bruce R. Ross
Richard D. Spizzirri, Esq.
Axel Ullrich, Ph.D.
(c.)
1. A proposal to approve the Company's 1992 Stock Option Plan, as
amended, and to increase the number of shares of Common Stock
available for issuance under the Plan by 400,000 shares. 4,686,812
shares were voted in favor of the proposal, 520,202 shares were
voted against the proposal, 10,166 shares abstained and 1,222,866
shares were broker non-votes.
2. A proposal to approve the Company's 1994 Non-Employee Directors'
Stock Option Plan, as amended, and to increase the number of
shares of Common Stock available for issuance under the Plan by
130,000 shares. 4,974,732 shares were voted in favor of the
proposal, 204,466 shares were voted against the proposal, 37,982
shares abstained and 1,222,866 shares were broker non-votes.
3. A proposal to approve the Company's 1995 Long-Term Objectives
Stock Option Plan for Senior Management, as amended. 5,043,827
shares were voted in favor of the proposal, 152,767 shares were
voted against the proposal, 20,586 shares abstained and 1,222,866
shares were broker non-votes.
4. The selection of the Company's independent auditors was ratified.
6,421,691 shares were voted in favor of the proposal, 14,755
shares were voted against the proposal, 3,600 shares abstained and
zero shares were broker non-votes.
11
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Description
3.1 Restated Certificate of Incorporation, filed February 23,
1995. (2)
3.2(ii) Bylaws of the Registrant. (1)
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant. (3)
10.51+ Cooperative Research and Development Agreement between the
Registrant and the National Cancer Institute, dated April
12, 1996.
10.52+ Termination notice, dated May 24, 1996, between the
Registrant and Yissum Development Company of The Hebrew
University of Jerusalem (labeled "Sepsis/Inflammation").
10.53+ Termination notice, dated May 24, 1996, between the
Registrant and Yissum Development Company of the Hebrew
University of Jerusalem (labeled "Restenosis").
27 Financial Data Schedule.
- -------------------------
+ The Registrant has requested confidential treatment with
respect to portions of this Exhibit.
(1) Incorporated by reference to identically numbered exhibits
filed in response to Item 16 "Exhibits" of the Company's
Registration Statement on Form S-1, as amended (File Number
33-77074), which became effective October 4, 1994.
(2) Incorporated by reference to identically numbered exhibits
filed in response to Item 14 "Exhibits" of the Company's
Annual Report of Form 10-K for the year ended December 31,
1994.
(3) Filed as an exhibit to the Form 8-K Current Report dated
July 26, 1995 and incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30,
1996.
12
<PAGE>
SUGEN, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 12, 1996 SUGEN, Inc.
By: /s/ Stephen Evans-Freke By: /s/ Christine E. Gray-Smith
----------------------------- -------------------------------
Stephen Evans-Freke Christine E. Gray-Smith
Chairman and Senior Director of Finance
Chief Executive Officer (Principal Financial and
Accounting Officer)
13
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SUGEN, Inc.
EXHIBIT INDEX
Exhibit No. Description Page in Form 10-Q
3.1 Restated Certificate of Incorporation, filed
February 5, 1995. (2)
3.2(ii) Bylaws of the Registrant. (1)
3.3 Certificate of Designation of Series A Junior
Participating Preferred Stock of the Registrant.(3)
10.51+ Cooperative Research and Development Agreement
between the Registrant and the National Cancer
Institute, dated April 12, 1996.
10.52+ Termination notice, dated May 24, 1996, between the
Registrant and Yissum Research Development Company
of The Hebrew University of Jerusalem (labeled
"Sepsis/Inflammation").
10.53+ Termination notice, dated May 24, 1996. between the
Registrant and Yissum Research Development Company
of The Hebrew University of Jerusalem (labeled
"Restenosis").
27 Financial Data Schedule
- ---------------------
+ The Registrant has requested confidential treatment
with respect to portions of this Exhibit.
(1) Incorporated by reference to identically numbered
exhibits filed in response to Item 16 "Exhibits" of
the Company's Registration Statement on Form S-1,
as amended (File Number 33-77074), which became
effective October 4, 1994.
(2) Incorporated by reference to identically numbered
exhibits filed in response to Item 14 "Exhibits" of
the Company's Annual Report on Form 10-K for the
year ended December 31, 1994.
(3) Filed as an exhibit to the Form 8-K Current Report
dated July 26, 1995 and incorporated herein by
reference.
14
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
CONFIDENTAL TREATMENT REQUESTED
EXHIBIT 10.51
Cooperative Research and
Development Agreement
(CACR-0345)
Characterization of the NCI [REDACTED]
Dr. George Johnson
DTP
DCTDC
Dr. Peter Hirth
SUGEN, Inc.
Prepared by
Office of Technology Development
National Cancer Institute
<PAGE>
PUBLIC HEALTH SERVICE
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
This Cooperative Research and Development Agreement, hereinafter referred to as
the "CRADA," consists of this Cover Page, an attached Agreement, a Signature
Page and various Appendices referenced in the Agreement. This Cover Page serves
to identify the Parties to this CRADA:
(1) the following Bureau(s), Institute(s), Center(s) or Division(s) of
the National Institutes of Health ("NIH"), the Food and Drug Administration
("FDA"), and the Centers for Disease Control and Prevention ("CDC"): National
Cancer Institute, hereinafter singly or collectively referred to as the Public
Health Service ("PHS"); and
(2) SUGEN, Inc., which has offices at 515 Galveston Drive, Redwood
City, CA 94063, hereinafter referred to as the "Collaborator."
Although drafted for two Parties, the attached CRADA also may be used for any
number. This Cover Page, however, should be modified by repeating block (2) to
identify other Parties to the CRADA. All non-PHS Parties are hereinafter
collectively referred to as the "Collaborator." Use of the terms "Collaborator,"
"Party," and "Parties" should be construed as appropriate for the actual number
of CRADA participants.
<PAGE>
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
Article 1. Introduction
This Cooperative Research and Development Agreement (CRADA) between PHS and the
Collaborator will be effective when signed by all Parties. The research and
development activities which will be undertaken by each of the Parties in the
course of this CRADA are detailed in the Research Plan (RP) which is attached as
Appendix A. The funding and staffing commitments of the Parties are set forth in
Appendix B. Any exceptions or changes to the CRADA are set forth in Appendix C.
Article 2. Definitions
As used in this CRADA, the following terms shall have the indicated meanings:
2.1 "Cooperative Research and Development Agreement" or "CRADA" means this
Agreement, entered into by PHS pursuant to the Federal Technology
Transfer Act of 1986, as amended, 15 U.S.C. 3710a et seq. and Executive
Order 12591 of October 10, 1987.
2.2 "Government" means the Government of the United States as represented
through the PHS agency that is a Party to this agreement.
2.3 "Invention" means any invention or discovery which is or may be
patentable or otherwise protected under title 35, United States Code,
or any novel variety or plant which is or may be protectable under the
Plant Variety Protection Act (7 U.S.C. 2321 et seq.).
2.4 "Principal Investigator(s)" or "PIs" means the persons designated
respectively by the Parties to this CRADA who will be responsible for
the scientific and technical conduct of the RP.
2.5 "Proprietary/Confidential Information" means confidential scientific,
business, or financial information provided that such information does
not include:
2.5.1 information that is publicly known or available from other
sources who are not under a confidentiality obligation to the
source of the information;
2.5.2 information which has been made available by its owners to
others without a confidentiality obligation;
2.5.3 information which is already known by or available to the
receiving Party without a confidentiality obligation; or
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2.5.4 information which relates to potential hazards or cautionary
warnings associated with the production, handling or use of
the subject matter of the Research Plan of this CRADA.
2.6 "Research License" shall mean a nontransferable, nonexclusive license
under any IP license to make and use a licensed invention for purposes
of research and not for purposes of commercial manufacture or
distribution or in lieu of purchase.
2.7 "Research Materials" means all tangible materials other than Subject
Data first produced in the performance of this CRADA.
2.8 "Research Plan" or "RP" means the statement in Appendix A of the
respective research and development commitments of the Parties to this
CRADA.
2.9 "Subject Invention" means any Invention of the Parties, conceived or
first actually reduced to practice in the performance of the Research
Plan of this CRADA.
2.10 "Subject Data" means all recorded information first produced in the
performance of this CRADA by the Parties.
Article 3. Cooperative Research
3.1 Principal Investigators. PHS research work under this CRADA will be
performed by the PHS laboratory identified in the RP, and the PHS
Principal Investigator (PI) designated in the RP will be responsible
for the scientific and technical conduct of this project on behalf of
PHS. Also designated in the RP is the Collaborator PI who will be
responsible for the scientific and technical conduct of this project on
behalf of the Collaborator.
3.2 Research Plan Change. The RP may be modified by mutual written consent
of the Principal Investigators. Substantial changes in the scope of the
RP will be treated as amendments under Article 13.6.
Article 4. Reports
4.1 Interim Reports. The Parties shall exchange formal written interim
progress reports on a schedule agreed to by the PIs, but at least
within [REDACTED] after this CRADA becomes effective and at least
within every [REDACTED] thereafter. Such reports shall set forth the
technical progress made, identifying such problems as may have been
encountered and establishing goals and objectives requiring further
effort, any modifications to the Research Plan pursuant to Article 3.2,
and all CRADA- related patent applications filed.
4.2 Final Reports. The Parties shall exchange formal reports of their
results within [REDACTED] after completing the projects described in
the RP or after the expiration or termination of this CRADA.
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Article 5. Financial and Staffing Obligations
5.1 PHS and Collaborator Contributions. The contributions of the Parties,
including payment schedules, if applicable, are set forth in Appendix
B. PHS shall not be obligated to perform any of the research specified
herein or to take any other action required by this CRADA if the
funding is not provided as set forth in Appendix B. PHS shall return
excess funds to the Collaborator when it sends its final fiscal report
pursuant to Article 5.2, except for staffing support pursuant to
Article 10.3. Collaborator acknowledges that the U.S. Government will
have the authority to retain and expend any excess funds for up to
[REDACTED] subsequent to the expiration or termination of the CRADA to
cover any costs incurred during the term of the CRADA in undertaking
the work set forth in the RP.
5.2 Accounting Records. PHS shall maintain separate and distinct current
accounts, records, and other evidence supporting all its obligations
under this CRADA, and shall provide the Collaborator a final fiscal
report pursuant to Article 4.2.
5.3 Capital Equipment. Equipment purchased by PHS with funds provided by
the Collaborator shall be the property of PHS. All capital equipment
provided under this CRADA by one party for the use of another Party
remains the property of the providing Party unless other disposition is
mutually agreed upon by in writing by the Parties. If title to this
equipment remains with the providing Party, that Party is responsible
for maintenance of the equipment and the costs of its transportation to
and from the site where it will be used.
Article 6. Intellectual Property Rights and Patent Applications
6.1 Reporting. The Parties shall promptly report to each other in writing
each Subject Invention resulting from the research conducted under this
CRADA that is reported to them by their respective employees. Each
Party shall report all Subject Inventions to the other Party in
sufficient detail to determine inventorship. Such reports shall be
treated as Proprietary/Confidential Information in accordance with
Article 8.4.
6.2 Collaborator Employee Inventions. If the Collaborator does not elect to
retain its IP rights, the Collaborator shall offer to assign these IP
rights to the Subject Invention to PHS pursuant to Article 6.5. If PHS
declines such assignment, the Collaborator may release its IP rights as
it may determine.
6.3 PHS Employee Inventions. PHS on behalf of the U.S. Government may elect
to retain IP rights to each. Subject Invention made solely by PHS
employees. If PHS does not elect to retain IP rights, PHS shall offer
to assign these IP rights to such Subject Invention to the Collaborator
pursuant to Article 6.5. If the Collaborator declines such assignment,
PHS may release IP rights in such Subject Invention to its employee
inventors pursuant to Article 6.6.
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6.4 Joint Inventions. Each Subject Invention made jointly by PHS and
Collaborator employees shall be jointly owned by PHS and the
Collaborator. The Collaborator may elect to file the joint patent or
other IP application(s) thereon and shall notify PHS promptly upon
making this election. If the Collaborator decides to file such
applications, it shall do so in a timely manner and at its own expense.
If the Collaborator does not elect to file such application(s), PHS on
behalf of the U.S. Government shall have the right to file the joint
application(s) in a timely manner and at its own expense. If either
Party decides not to retain its IP rights to a jointly owned Subject
Invention, it shall offer to assign such rights to the other Party
pursuant to Article 6.5. If the other Party declines such assignment,
the offering Party may release its IP rights as provided in Articles
6.2, 6.3, and 6.6.
6.5 Filing of Patent Applications. With respect to Subject Inventions made
by the Collaborator as described in Article 6.2, or by PHS as described
in Article 6.3, a Party exercising its right to elect to retain IP
rights to a Subject Invention agrees to file patent or other IP
applications in a timely manner and at its own expense and after
consultation with the other Party. The Party shall notify the other
Party of its decision regarding filing in countries other than the
United States in a timely manner. The Party may elect not to file a
patent or other IP application thereon in any particular country or
countries provided it so advises the other Party ninety (90) days prior
to the expiration of any applicable filing deadline, priority period or
statutory bar date, and hereby agrees to assign its IP right, title and
interest in such country or countries to the Subject Invention to the
other Party and to cooperate in the preparation and filing of a patent
or other IP applications. In any countries in which title to patent or
other IP rights is transferred to the Collaborator, the Collaborator
agrees that PHS inventors will share in any royalty distribution that
the Collaborator pays to its own inventors.
6.6 Release to Inventors. In the event neither of the Parties to this CRADA
elects to file a patent or other IP application on a Subject Invention,
either or both (if a joint invention) may retain or release their IP
rights in accordance with their respective policies and procedures.
However, the Government shall retain a nonexclusive, non-transferrable,
irrevocable, royalty-free license to practice any such Subject
Invention or have it practiced throughout the world.
6.7 Patent Expenses. The expenses attendant to the filing of patent or
other IP applications generally shall be paid by the Party filing such
application. If an exclusive license to any Subject Invention is
granted to the Collaborator, the Collaborator shall be responsible for
all past and future out-of-pocket expenses in connection with the
preparation, filing, prosecution and maintenance of any applications
claiming such exclusively-licensed inventions and any patents or other
IP grants that may issue on such applications. The Collaborator may
waive its exclusive license rights on any application, patent or other
IP grant at any time, and incur no subsequent compensation obligation
for that application, patent or IP grant.
6.8 Prosecution of Intellectual Property Applications. Within one month of
receipt or filing, each Party shall provide the other Party with copies
of the applications and all
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documents received from or filed with the relevant patent or other IP
office in connection with the prosecution of such applications. Each
Party shall also provide the other Party with the power to inspect and
make copies of all documents retained in the patent or other IP
application files by the applicable patent or other IP office. Where
licensing is contemplated by Collaborator, the Parties agree to consult
with each other with respect to the prosecution of applications for PHS
Subject Inventions described in Article 6.3 and joint Subject
Inventions described in Article 6.4. If the Collaborator elects to file
and prosecute IP applications on joint Subject Inventions pursuant to
Article 6.4, PHS will be granted an associate power of attorney (or its
equivalent) on such IP applications.
Article 7. Licensing
7.1 Option for Commercialization License. With respect to Government IP
rights to any Subject Invention not made solely by the Collaborator's
employees for which a patent or other IP application is filed, PHS
hereby grants to the Collaborator an option to elect an exclusive or
nonexclusive commercialization license, which is substantially in the
form of the appropriate model PHS license agreement. This option does
not apply to Subject Inventions conceived prior to the effective date
of this CRADA if PHS has filed a patent application on the invention
and has licensed it or offered to license it to a third party. The
terms of the license will fairly reflect the nature of the invention,
the relative contributions of the Parties to the invention and the
CRADA, the risks incurred by the Collaborator and the costs of
subsequent research and development needed to bring the invention to
the marketplace.
7.2 Exercise of License Option. The option of Article 7.1 must be exercised
by written notice mailed within [REDACTED] after collaborator receives
written notice that the patent or other IP application is filed.
Exercise of this option by the Collaborator initiates a negotiation
period that expires [REDACTED] after the patent or other IP application
filing date. If the last proposal by the Collaborator has not been
responded to in writing by PHS within this [REDACTED] period, the
negotiation period shall be extended to expire [REDACTED] after PHS so
responds, during [REDACTED] the Collaborator may accept in writing the
final license proposal of PHS. In the absence of such acceptance, PHS
will be free to license such IP rights to others. In the event that the
Collaborator elects the option for an exclusive license, but no such
license is executed during the negotiation period, PHS agrees not to
make an offer for an exclusive license on more favorable terms to a
third party for a period of [REDACTED] without first offering
Collaborator [REDACTED.]
7.3 Government Intellectual Property Rights. For inventions developed
wholly by PHS investigators or jointly with a Collaborator, under this
CRADA, pursuant to Articles 6.3 and 6.4, PHS retains, pursuant to the
Federal Technology Transfer Act of 1986, as amended, 15 U.S.C. ss.
3710a(b)(2), a nonexclusive, irrevocable, paid-up license to practice
the invention or to have the invention practiced throughout the world
by or on behalf of the U.S. Government. The PHS also reserves the right
under any exclusive IP license to require Collaborator to grant on
reasonable terms a Research License to third parties.
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7.4 Research Licenses. For inventions developed wholly by Collaborator
under this CRADA, pursuant to Article 6.2, the Collaborator agrees to
grant the Government a Research License, as defined in Article 2.6,
which shall be [REDACTED.]
7.5 Joint Inventions Not Exclusively Licensed. In the event that the
Collaborator does not acquire an exclusive commercialization license to
IP rights in all fields in joint Subject Inventions described in
Article 6.4, then each Party shall have the right to use the joint
Subject Invention and to license its use to others in all fields not
exclusively licensed to Collaborator. The Parties may agree to a joint
licensing approach for such IP rights.
Article 8. Proprietary Rights and Publication
8.1 Right of Access. PHS and the Collaborator agree to exchange all Subject
Data produced in the course of research under this CRADA, whether
developed solely by PHS or jointly with the Collaborator. Research
Materials will be shared equally by the Parties to the CRADA unless
other disposition is agreed to by the Parties. All Parties to this
CRADA will be free to utilize Subject Data and Research Materials for
their own purposes, consistent with their obligations under this CRADA.
8.2 Ownership of Subject Data and Research Materials. Subject to the
sharing requirements of Paragraph 8.1 and the regulatory filing
requirements of Paragraph 8.3, the producing Party will retain
ownership of and title to all Subject Inventions, all Subject Data and
all Research Materials produced solely by their investigators. Jointly
developed Subject Inventions, Subject Data and Research Materials will
be jointly owned.
8.3 Dissemination of Subject Data and Research Materials. To the extent
allowed under law, the Collaborator and PHS agree to use reasonable
efforts to keep Subject Data and Research Materials confidential until
published or until corresponding patent applications are filed. Any
information that would identify human subjects of research or patients
will always be maintained confidentially. Collaborator shall have the
exclusive right to use any and all CRADA Subject Data in and for any
regulatory filing by or on behalf of Collaborator, except that PHS
shall have the exclusive right to use Subject Data for that purpose,
and authorize others to do so, if the CRADA is terminated or if
Collaborator abandons its commercialization efforts.
8.4 Proprietary/Confidential Information. Each Party agrees to limit its
disclosure of Proprietary/Confidential Information to the amount
necessary to carry out the Research Plan of this CRADA, and shall place
a confidentiality notice on all such information. Confidential oral
communications shall be [REDACTED.] Each Party receiving
Proprietary/Confidential Information agrees that any information so
designated shall be used by it only for the purposes described in the
attached Research Plan. Any Party may object to the designation of
information as Proprietary/Confidential Information by another Party
and may decline to accept such information. Subject Data and Research
Materials developed solely by the Collaborator may be designated as
Proprietary/Confidential Information when they are wholly
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separable from the Subject Data and Research Materials developed
jointly with PHS investigators, and advance designation of such data
and material categories is set forth in the RP. The exchange of other
confidential information, e.g., patient-identifying data, should be
similarly limited and treated. Jointly developed Subject Data and
Research Material derived from the Research Plan may be disclosed by
Collaborator to a third party under a confidentiality agreement for the
purpose of possible sublicensing pursuant to the Licensing Agreement
and subject to Article 8.7.
8.5 Protection of Proprietary/Confidential Information.
Proprietary/Confidential Information shall not be disclosed, copied,
reproduced or otherwise made available to any other person or entity
without the consent of the owning Party except as required under court
order or the Freedom of Information Act (5 U.S.C. ss. 552). Each Party
agrees to use its best efforts to maintain the confidentiality of
Proprietary/Confidential Information. Each Party agrees that the other
Party is not liable for the disclosure of Proprietary/Confidential
Information which, after notice to and consultation with the concerned
Party, the other Party in possession of the Proprietary/Confidential
Information determines may not be lawfully withheld, provided the
concerned Party has been given an opportunity to obtain a court order
to enjoin disclosure.
8.6 Duration of Confidentiality Obligation. The obligation to maintain the
confidentiality of Proprietary/Confidential Information shall expire at
the earlier of the date when the information is no longer Proprietary
Information as defined in Article 2.5 or three (3) years after the
expiration or termination date of this CRADA. The Collaborator may
request an extension to this term when necessary to protect
Proprietary/Confidential Information relating to products not yet
commercialized.
8.7 Publication. The Parties are encouraged to make publicly available the
results of their research. Before either Party submits a paper or
abstract for publication or otherwise intends to publicly disclose
information about a Subject Invention, Subject Data or Research
Materials, the other Party shall be provided thirty (30) days to review
the proposed publication or disclosure to assure that
Proprietary/Confidential Information is protected. The publication or
other disclosure shall be delayed for up to thirty (30) additional days
upon written request by any Party as necessary to preserve U.S. or
foreign patent or other IP rights.
Article 9. Representations and Warranties
9.1 Representations and Warranties of PHS. PHS hereby represents and
warrants to the Collaborator that the official signing this CRADA has
authority to do so.
9.2 Representations and Warranties of the Collaborator.
(a) The Collaborator hereby represents and warrants to PHS that the
Collaborator has the requisite power and authority to enter into this
CRADA and to perform according to its terms, and that the
Collaborator's official signing this CRADA has authority to do
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so. The Collaborator further represents that it is financially able to
satisfy any funding commitments made in Appendix B.
(b) The Collaborator certifies that the statements herein are true,
complete, and accurate to the best of its knowledge. The Collaborator
is aware that any false, fictitious, or fraudulent statements or claims
may subject it to criminal, civil, or administrative penalties.
Article 10. Termination
10.1 Termination By Mutual Consent. PHS and the Collaborator may terminate
this CRADA, or portions thereof, at any time by mutual written consent.
In such event the Parties shall specify the disposition of all
property, inventions, patent or other IP applications and other results
of work accomplished or in progress, arising from or performed under
this CRADA, all in accordance with the rights granted to the Parties
under the Terms of this Agreement.
10.2 Unilateral Termination. Either PHS or the Collaborator may unilaterally
terminate this entire CRADA at any time by giving written notice at
least thirty (30) days prior to the desired termination date, and any
rights accrued in property, patents or other IP rights shall be
disposed of as provided in paragraph 10.1.
10.3 Staffing. If this CRADA is mutually or unilaterally terminated prior to
its expiration, [REDACTED.]
10.4 New Commitments. No Party shall make new commitments related to this
CRADA after a mutual termination or notice of a unilateral termination
and shall, to the extent feasible, cancel all outstanding commitments
and contracts by the termination date.
10.5 Termination Costs. Concurrently with the exchange of final reports
pursuant to Articles 4.2 and 5.2, PHS shall submit to the Collaborator
for payment a statement of all costs incurred prior to the date of
termination and for all reasonable termination costs including the cost
of returning Collaborator property or removal of abandoned property,
for which Collaborator shall be responsible.
Article 11. Disputes
11.1 Settlement. Any dispute arising under this CRADA which is not disposed
of by agreement of the Principal Investigators shall be submitted
jointly to the signatories of this CRADA. If the signatories are unable
to jointly resolve the dispute within thirty (30) days after
notification thereof, the Assistant Secretary for Health (or his/her
designee or successor) shall propose a resolution. Nothing in this
Article shall prevent any Party
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from pursuing any additional administrative remedies that may be
available and, after exhaustion of such administrative remedies,
pursuing all available judicial remedies.
11.2 Continuation of Work. Pending the resolution of any dispute or claim
pursuant to this Article, the Parties agree that performance of all
obligations shall be pursued diligently in accordance with the
direction of the PHS signatory.
Article 12. Liability
12.1 Property. The U.S. Government shall not be responsible for damages to
any Collaborator property provided to PHS, where Collaborator retains
title to the property, or any property acquired by Collaborator for its
own use pursuant to this CRADA.
12.2 NO WARRANTIES. EXCEPT AS SPECIFICALLY STATED IN ARTICLE 10, THE PARTIES
MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO ANY MATTER WHATSOEVER,
INCLUDING THE CONDITIONS OF THE RESEARCH OR ANY INVENTION OR PRODUCT,
WHETHER TANGIBLE OR INTANGIBLE, MADE, OR DEVELOPED UNDER THIS CRADA, OR
THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF
THE RESEARCH OR ANY INVENTION OR PRODUCT.
12.3 Indemnification. The Collaborator agrees to hold the U.S. Government
harmless and to indemnify the Government for all liabilities, demands,
damages, expenses and losses arising out of the use by the Collaborator
for any purpose of the Subject Data, Research Materials and/or Subject
Inventions produced in whole or part by PHS employees under this CRADA,
unless due to the negligence or willful misconduct of PHS, its
employees, or agents. The Collaborator shall be liable for any claims
or damages it incurs in connection with this CRADA. PHS has no
authority to indemnify the Collaborator.
12.4 Force Majeure. Neither Party shall be liable for any unforeseeable
event beyond its reasonable control not caused by the fault or
negligence of such Party, which causes such Party to be unable to
perform its obligations under this CRADA, and which it has been unable
to overcome by the exercise of due diligence. In the event of the
occurrence of such a force majeure event, the Party unable to perform
shall promptly notify the other Party. It shall further use its best
efforts to resume performance as quickly as possible and shall suspend
performance only for such period of time as is necessary as a result of
the force majeure event.
Article 13. Miscellaneous
13.1 Governing Law. The construction, validity, performance and effect of
this CRADA shall be governed by Federal law, as applied by the Federal
Courts in the District of Columbia. Federal law and regulations will
preempt any conflicting or inconsistent provisions in this CRADA.
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13.2 Entire Agreement. This CRADA constitutes the entire agreement between
the Parties concerning the subject matter of this CRADA and supersedes
any prior understanding or written or oral agreement.
13.3 Headings. Titles and headings of the articles and subarticles of this
CRADA are for convenient reference only, do not form a part of this
CRADA, and shall in no way affect its interpretation.
13.4 Waivers. None of the provisions of this CRADA shall be considered
waived by any Party unless such waiver is given in writing to the other
Party. The failure of a Party to insist upon strict performance of any
of the terms and conditions hereof, or failure or delay to exercise any
rights provided herein or by law, shall not be deemed a waiver of any
rights of any Party.
13.5 Severability. The illegality or invalidity of any provisions of this
CRADA shall not impair, affect, or invalidate the other provisions of
this CRADA.
13.6 Amendments. If either Party desires a modification to this CRADA, the
Parties shall, upon reasonable notice of the proposed modification or
extension by the Party desiring the change, confer in good faith to
determine the desirability of such modification or extension. Such
modification shall not be effective until a written amendment is signed
by the signatories to this CRADA or by their representatives duly
authorized to execute such amendment.
13.7 Assignment. Neither this CRADA nor any rights or obligations of any
Party hereunder shall be assigned or otherwise transferred by either
Party without the prior written consent of the other Party.
13.8 Notices. All notices pertaining to or required by this CRADA shall be
in writing and shall be signed by an authorized representative and
shall be delivered by hand or sent by certified mail, return receipt
requested, with postage prepaid, to the addresses indicated on the
signature page for each Party. Notices regarding the exercise of
license options shall be made pursuant to Article 7.2. Any Party may
change such address by notice given to the other Party in the manner
set forth above.
13.9 Independent Contractors. The relationship of the Parties to this CRADA
is that of independent contractors and not as agents of each other or
as joint venturers or partners. Each Party shall maintain sole and
exclusive control over its personnel and operations. Collaborator
employees who will be working at PHS facilities may be asked to sign a
Guest Researcher or Special Volunteer Agreement appropriately modified
in view of the terms of this CRADA.
13.10 Use of Name or Endorsements. By entering into this CRADA, PHS does not
directly or indirectly endorse any product or service provided, or to
be provided, whether directly or indirectly related to either this
CRADA or to any patent or other IP license or agreement which
implements this CRADA by its successors, assignees, or licensees. The
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Collaborator shall not in any way state or imply that this CRADA is an
endorsement of any such product or service by the U.S. Government or
any of its organizational units or employees. Collaborator issued press
releases that reference or rely upon the work of PHS under this CRADA
shall be made available to PHS at least 7 days prior to publication for
review and comment.
13.11 Exceptions to this CRADA. Any exceptions or modifications to this CRADA
that are agreed to by the Parties prior to their execution of this
CRADA are set forth in Appendix C.
13.12 Reasonable Consent. Whenever a Party's consent or permission is
required under this CRADA, such consent or permission shall not be
unreasonably withheld.
Article 14. Duration of Agreement
14.1 Duration. It is mutually recognized that the duration of this project
cannot be rigidly defined in advance, and that the contemplated time
periods for various phases of the RP are only good faith guidelines
subject to adjustment by mutual agreement to fit circumstances as the
RP proceeds. In no case will the term of this CRADA extend beyond the
term indicated in the RP unless it is revised in accordance with
Article 13.6.
14.2 Survivability. The provisions of Articles 4.2, 5-8,10.3-10.5, 11.1,
12.2-12.4, 13.1, 13.10 and 14.2 shall survive the termination of this
CRADA.
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NIH/ADAMHA Patent Policy Board CACR - 0345
CRADA SIGNATURE PAGE
FOR NIH:
/s/ Alan S. Rabson 4/11/96
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Alan S. Rabson, M.D. Date
Deputy Director, NCI
Mailing Address for Notices:
National Cancer Institute
Office of Technology Development
9000 Rockville Pike
Building 31, Room 4A51
Bethesda, Maryland 20892
FOR THE COLLABORATOR: (The undersigned expressly certifies or affirms that the
contents of any statements made or reflected in this document are truthful and
accurate.)
/s/ James L. Tyree 4/12/96
- ------------------------------------------------ --------------------
Mr. James L. Tyree Date
President
Mailing Address for Notices:
SUGEN, Inc.
515 Galveston Drive
Redwood City, CA 94063
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APPENDIX A
RESEARCH PLAN
TITLE OF CRADA: Characterization of the NCI [REDACTED]
PHS PRINCIPAL INVESTIGATOR: Dr. George Johnson, DTP, DCTDC, NCI
his/her Laboratory: Developmental Therapeutics Program, NCI
COLLABORATOR PRINCIPAL INVESTIGATOR: Dr. Peter Hirth
TERM OF CRADA: [REDACTED]
The Research Plan which follows this page should be concise but of sufficient
detail to permit reviewers of this CRADA to evaluate the scientific merit of the
proposed collaboration. The RP should explain the scientific importance of the
collaboration and the research goals of PHS and the Collaborator. The respective
contributions in terms of expertise and/or research materials of PHS and
Collaborator should be summarized. Initial and subsequent projects contemplated
under the RP, and the time periods estimated for their completion, should be
described and pertinent methodological considerations summarized. Pertinent
literature references may be cited and additional relevant information included.
Include additional pages to identify the Principal Investigators of all other
Parties to this CRADA.
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APPENDIX A
RESEARCH PLAN
NCI CRADA # 345
Title of CRADA
Characterization of the NCI [REDACTED]
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[REDACTED]
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<PAGE>
APPENDIX B
FINANCIAL AND STAFFING CONTRIBUTIONS OF THE PARTIES
-15-
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
Confidential
APPENDIX B
Financial and Staffing Contributions of the Parties
For NIH:
The Developmental Therapeutics Program, (DTP) DCTDC estimates that [REDACTED]
will be dedicated to its participation in the research under this CRADA.
[REDACTED]
NCI will provide no funding to Company for collaborative research and
development pursuant to this CRADA, inasmuch as financial contributions by the
U.S. government to non-Federal parties under a CRADA is prohibited under the
Federal Technology Transfer Act of 1986 (15 U.S.C. ss.3710 a(d)(1)).
For SUGEN, Inc.:
Personnel:
SUGEN, Inc. intends to commit [REDACTED] to permit the timely execution of the
studies implemented under this CRADA. More specifically, this staffing shall
include SUGEN [REDACTED] dedicated to the research and development for the
[REDACTED] performed under this CRADA.
Funding:
For the [REDACTED]
SUGEN will also provide funds, in the amount of [REDACTED] to provide for
appropriate and mutually agreeable travel and training for NCI staff related to
the research and development under this CRADA
No funds provided under this CRADA by SUGEN will be used by NCI to [REDACTED]
Should any of the nominal funds remain, NCI or the NCI contractor will return
excess funds to the Collaborator when it sends its final fiscal report.
Payments for the [REDACTED] under this CRADA shall be made to DTP or to DTP
contractors as appropriate.
B-1
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
Confidential
Payments by SUGEN to NCI for [REDACTED] will be made only after execution of a
separately negotiated and mutually agreeable written amendment to this CRADA.
B-2
<PAGE>
APPENDIX C
EXCEPTIONS OR MODIFICATIONS TO THIS CRADA
16
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
Confidential
APPENDIX C
EXCEPTIONS OR MODIFICATIONS TO THIS CRADA
Add a new Article 3.3 as follows:
3.3 Research Team. The Parties agree to establish a joint research and
development team (hereinafter referred to as the "Team") comprising at
least the Principal Investigators designated pursuant to Article 3.1 to
conduct and monitor the research in accordance with the RP. Although
the members of the Team shall be considered as having been delegated to
the Team, they shall continue to remain employed by their respective
employers under their respective terms of employment. The initial
composition of the Team shall be 2 voting members on behalf of SUGEN,
including the Collaborator Principal Investigator designated pursuant
to Article 3.1, and [REDACTED] designated pursuant to Article 3.1. The
chair of the Team will alternate on a yearly basis between NCI and
SUGEN. The membership of the Team may be changed from time to time as
mutually agreed by NCI and SUGEN
Add a new Article 3.4 as follows:
3.4 Exclusive Collaborator for Subject Research Project: The scope of the
CRADA Research Plan (Appendix A) will be appropriately and explicitly
defined by the [REDACTED] as agreed upon by the Parties prior to the
execution of this Agreement, and will be modifiable after execution of
the CRADA only by written amendment. NCI agrees that SUGEN will be
designated as the exclusive collaborator with NCI with regard to
[REDACTED] designated and, accordingly, NCI will not collaborate with
any other commercial entity with regard to the designated [REDACTED]
Add a new Article 3.5 as follows:
3.5 Additional Research: SUGEN and NCI shall be free to sponsor additional
[REDACTED] outside the scope of this CRADA. As agreed by the Parties,
[REDACTED] is limited to the scope of this CRADA.
Add the following to the end of Article 4.1 Interim Reports:
"Reports from the Research Team or copies of screening results updating
the progress of the CRADA research shall satisfy the reporting
requirements under this Article 4.1."
Revise the first two sentences of Article 7.2 to read as follows:
C-1
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
Appendix C -- Confidential
NCI/SUGEN CRADA 345
"The option of Article 7.1 must be exercised by written notice mailed
within [REDACTED] after collaborator receives written notice that the
patent or other IP application is filed. Exercise of this option by the
Collaborator initiates a negotiation period that [REDACTED] of said
license option."
Article 8.6 shall be modified by adding the following paragraphs to the end:
Notwithstanding the previous paragraph, [REDACTED] under the CRADA will
be held in confidence by the parties for a period not to exceed one
year. For [REDACTED] a period longer than one year, up to a maximum
period of 3 years, will be accommodated by NCI only upon mutual
agreement of the Parties. Conversely, [REDACTED] may become publicly
available during the one year period only upon mutual agreement of the
Parties. The time period begins when NCI provides SUGEN with [REDACTED]
SUGEN understands that NCI may periodically make requests to publish
data during the one year period when it would be beneficial to the
[REDACTED] in general. These requests by NCI will be primarily for
dissemination of important information and shall not be unreasonably
denied by SUGEN.
Data which relates either to [REDACTED] produced by the Parties may be
published by NCI only after SUGEN has had the opportunity to review the
manuscript in accordance with Article 9.6 of this Agreement. SUGEN may
redact any proprietary and confidential information as reasonably
appropriate.
Provided that the Parties either individually or jointly (as mutually
agreed) are actively developing any [REDACTED] the Parties agree that
the proprietary information relating to the identity and nature of the
[REDACTED] produced by NCI and SUGEN will not be disclosed to any other
party prior to entrance of the [REDACTED] Active development should be
interpreted by the parties to mean a reasonable rate of progress on any
promising [REDACTED] The active development of each [REDACTED] shall be
addressed in each regular Interim Report pursuant to Article 4 of this
Agreement. Concerns by NCI related to the progress of [REDACTED] by
SUGEN shall be forwarded to SUGEN in writing and subsequently addressed
by SUGEN in the next Interim Report or six months later, whichever date
is later.
For the purposes of this Agreement, "Publication" means any written or
oral dissemination or any other public dissemination of the information
including posting of the information on the World Wide Web or Internet.
C-2
<PAGE>
Appendix C -- Confidential
NCI/SUGEN CRADA 345
Add a new Article 8.8 as follows:
8.8 Providing Subject Data produced by NCI to non-CRADA Parties by SUGEN.
Because NCI has a duty to protect the integrity and quality of the Data
generated by the NCI under this Agreement, Subject Data which have been
provided to Collaborator may be made available to a third party by
Collaborator subject to the following conditions:
a. Access to the NCI-produced Subject Data by a third party must be
deemed necessary by Collaborator for the development and/or
commercialization of the CRADA technology (ie. Said third party
will play a role in the development or regulatory approval of the
technology or any agent(s);
b. Collaborator agrees to keep accurate records of all transfers of
NCI Subject data to a third party;
c. All transfers of NCI Subject data to a third party by Collaborator
shall be protected by terms of Confidentiality at least as
restrictive as the terms of Confidentiality which bind the
transfer of data from NCI to Collaborator;
d. NCI data may not be sold or transferred for any consideration to a
third party by Collaborator; and
e. Data which is transferred either to Collaborator by NCI or to a
third party by Collaborator shall be maintained in essentially the
same form as it was received from the NCI.
C-3
<PAGE>
Appendix D -- Confidential
NCI/SUGEN CRADA 345
APPENDIX D
Intellectual Property, Licensing, and Other Related Agreements
1) A Letter of Intent (LOI) for the Subject CRADA was executed between the
Parties on December 11, 1995. A copy is attached hereto.
2) SUGEN currently is the CRADA collaborator with NCI for the Clinical
Development of SU-101. NCI CRADA # 294 was executed on August 14, 1995 with an
effective date of May 25, 1995.
D-1
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
Tom Mays
Document Type: Lett
File Number: CRADA #00345
DEPARTMENT OF HEALTH & HUMAN SERVICES
- --------------------------------------------------------------------------------
National Institutes of Health
National Cancer Institute
Office of Technology
Development
9000 Rockville Pike
Bldg. 31, Room 4A51
Bethesda, Maryland 20892
(301) 496-0477
(301) 402-2117 fax
December 4, 1995
Mr. Stephen Evans-Freke
Chairman and CEO
SUGEN, Inc.
515 Galveston Drive
Redwood City, CA 94063
Re: Proposed Cooperative Research and Development Agreement (CRADA)
CRADA #: 345
NCI Principal Investigator: Dr. George Johnson
Collaborator Investigator: Dr. Peter Hirth
Title: Characterization of the [REDACTED]
Dear Mr. Evans-Freke,
It is my understanding that a cooperative research and development project
between the parties referenced below is being considered. Accordingly, until a
formal Collaborative Research and Development Agreement (CRADA) is reviewed by
the CRADA Subcommittee and approved by the Director, National Cancer Institute
(NCI), this Letter is offered to permit joint research to commence.
It is acknowledged by the parties below that cooperative research pursuant to
the Research Plan, attached as Appendix A, will be conducted informally by the
NCI Principal Investigator and Collaborator pending formal approval of this
CRADA. It is further acknowledged that patentable inventions may be made by NCI
employees and employees of the Collaborator. Pursuant to its authority under
Federal Technology Transfer Act of 1986, NCI agrees that should this CRADA be
approved, it will have retroactive effect to the date that the last party has
executed the Letter for any inventions that may be made under this Research
Plan. NCI further agrees that this CRADA will have retroactive effect to the
date
-1-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
that the last party has executed this Letter for confidentiality
obligations specified in the NIH Model CRADA. The NIH Model CRADA provisions for
the protection of proprietary information are incorporated by reference and are
considered controlling. These provisions include, but are not limited to,
Articles 2.2 and 9.1-9.7. The NIH Model CRADA is attached as Appendix B.
Prior to the execution of the CRADA, SUGEN and NCI will jointly generate a
[REDACTED] which will be the subject of this CRADA. The scope of the CRADA
Research Plan will be appropriately and explicitly defined by the [REDACTED] and
will be modifiable after execution of the CRADA only by written amendment.
Additionally, NCI agrees that the CRADA will designate SUGEN as the exclusive
collaborator with NCI for the characterization of the [REDACTED] and,
accordingly, NCI will not collaborate with any other commercial entity with
regard to the designated [REDACTED]
Finally, the Parties recognize that the U.S. Public Health Service policy
relating to the "Pricing" clause formerly at Article 8.3 of the NIH Model CRADA
and at Article 5.04 of the PHS Model Exclusive License Agreement has been
rescinded. Consequently, said "Pricing" clause will be deleted and will be of no
force and effect in this CRADA, if subsequently approved and executed, or in any
subsequent exclusive licenses granted on Subject Inventions under this CRADA.
You understand, however, that this letter is not a commitment on the part of
either party to enter into a CRADA. Further, this Letter is effective for a term
of [REDACTED] The [REDACTED] term may be extended, provided the CRADA is under
active negotiation and the collaborative research is continuing. Assuming the
necessary approvals are forthcoming, we look forward to a successful
collaboration.
Sincerely,
/s/ Thomas D. Mays
Thomas D. Mays, Ph.D., J.D.
Director, NCI Office of Technology Development
- --------------------------------------------------------------------------------
ACCEPTED AND AGREED TO:
National Cancer Institute SUGEN, Inc.
/s/ Alan S. Rabson /s/ Stephen Evans-Freke
- ---------------------------------- ------------------------------------
Alan S. Rabson, M.D. Mr. Stephen Evans-Freke
Deputy Director, NCI Chairman and CEO
12/6/95 12/11/95
- ---------------------------------- ------------------------------------
Date Date
-2-
<PAGE>
Attachments:
Appendix A: LOI Research Plan
Appendix B: NCI Model CRADA
cc: Mr. Dan Kiser, Esq., Fox, Bennett & Turner
Dr. George Johnson, DCTDC, NCI
-3-
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
Letter of Intent Research Plan Appendix A
Introduction
The proposed Cooperative Research and Development Agreement (CRADA) will
encompass a joint collaborative research effort on the parts of NCI and SUGEN,
Inc. in the projects as detailed below. The general description of the research
project will be [REDACTED] identified through these collaborative efforts may be
the subject of a formally executed and mutually agreeable written amendment to
the executed CRADA for further preclinical testing possibly leading to human
clinical trials (Project 4).
Overview and Objectives of This CRADA
PROJECT 1
Overview
o The Parties will collaborate on the characterization of NCI's
[REDACTED] (Prior to the execution of the CRADA, SUGEN and NCI will
provide a [REDACTED] which will be the subject of this CRADA. The scope
of the CRADA Research Plan will be appropriately and explicitly defined
by the [REDACTED] and will be modifiable after execution of the CRADA
only by written amendment. The CRADA will designate SUGEN as the
[REDACTED] with regard to the designated [REDACTED] and, accordingly,
NCI will not collaborate with any other commercial entity with regard
to the designated [REDACTED]
o NCI's [REDACTED]
o SUGEN will perform [REDACTED] against the [REDACTED]
Objectives
o With this information, the Collaborators will learn if the NCI
[REDACTED]
o The results from obtaining this information could be the [REDACTED]
SUGEN and NCI could also use the [REDACTED]
LOI-A-1
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
CRADA Letter of Intent Research Plan CRADA 345
NCI-SUGEN Appendix A
[REDACTED]
Resources
o NCI will provide [REDACTED] to SUGEN.
o SUGEN will perform [REDACTED]
o SUGEN and NCI will jointly develop [REDACTED]
PROJECT 2
Overview
o SUGEN's [REDACTED]
o NCI's [REDACTED]
o SUGEN will perform [REDACTED]
Objectives
o The profiling of SUGEN's [REDACTED] in NCI's [REDACTED] could identify
utility in different [REDACTED]
o The [REDACTED]
o From the search of NCI's [REDACTED] could be identified for
development.
Resources
o SUGEN will provide [REDACTED]
o NCI will test [REDACTED]
o NCI will [REDACTED]
LOI-A-2
<PAGE>
CONFIDENTIAL TREATMENT REQUESTED
CRADA Letter of Intent Research Plan CRADA 345
NCI-SUGEN Appendix A
PROJECT 3
Overview
o [REDACTED]
LOI-A-3
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Termination Notice
YISSUM RESEARCH DEVELOPMENT COMPANY
OF THE HEBREW UNIVERSITY OF JERUSALEM
of 46 Jabotinsky Street, Jerusalem (hereinafter "Yissum"),
and
SUGEN, INC.
of 515 Galveston Drive, Redwood City, California, U.S.A.
(hereinafter "SUGEN"),
WHEREAS
Yissum and SUGEN are parties to an Amended and Restated Research and
License Agreement "Sepsis/Inflammation" effective January 1, 1994, as amended
and restated January 5, 1996 (the "Research Agreement").
WHEREAS,
On May 24, 1996, the Research was cancelled and the Research Agreement
was terminated effective as of June 30, 1996.
NOW, THEREFORE, it is hereby declared and agreed between the parties, intending
to be legally bound, as follows:
1. The definitions and references to the Research Agreement in the above
introduction are an integral part of this Notice. All capitalized terms not
defined herein shall have the same meaning as in the Research Agreement.
2. Yissum hereby acknowledges that all its right, title and interest in the
Proprietary Rights related to the Listed Compounds listed on Appendix I
hereto and any modifications, analogs or derivatives thereof (the
"Technology") are subject to the terms of the Research Agreement.
3. SUGEN hereby assigns to Yissum all its right, title and interest in the
Proprietary Rights related to the HUJ Compounds not included within the
Technology. From the date of the signing of this Notice, Yissum shall be
independently entitled to take any action regarding the HUJ Compounds not
included within the Technology, including to sell, license or effect any
other disposition thereof and SUGEN shall not have any other rights to such
compounds.
<PAGE>
4. SUGEN shall perform all the necessary actions in order to effect the
transfer of rights in the Proprietary Rights to the HUJ Compounds not
included within the Technology, and shall sign the documents necessary to
effect the transfer including the patent assignment documents appropriate
for each involved country and any additional document required to implement
the said transfer and assignment. Yissum shall be responsible for all legal
and governmental fees associated with the preparation, filing and/or
recording of said assignments and documents.
5. The parties further agree that, if it should be determined that any of the
Proprietary Rights with respect to the Technology in the case of SUGEN or
the HUJ Compounds not included within the Technology in the case of Yissum
are dominant to any of the Proprietary Rights of the other party hereto, it
does grant an exclusive license to the other party (with right to
sublicense) to practice any such dominant Proprietary Rights for the sole
and limited purpose of practicing the Proprietary Rights as otherwise set
forth herein.
6. All notices and communications pursuant to this Notice shall be made in
writing by registered mail such as international Federal Express or such
other courier service providing a written record of such mailing and its
receipt, and shall be deemed to have been received by the receiving party
96 hours after being posted, unless the written record provided for herein
establishes that delivery was not made until a later date.
7. The provisions of this Notice and everything concerning the relationship
between the parties in accordance with this Notice shall be governed by law
of England and Wales.
Dated: as of June 30, 1996
Yissum Research Development Company SUGEN, Inc.
of the Hebrew University of Jerusalem
By: /s/ Uri Litvin By: /s/ James L. Tyree
------------------------------ ------------------------------
Name: Name:
Title: Title:
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
Appendix I
Listed Compounds
Sepsis
[REDACTED]
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Termination Notice
YISSUM RESEARCH DEVELOPMENT COMPANY
OF THE HEBREW UNIVERSITY OF JERUSALEM
of 46 Jabotinsky Street, Jerusalem (hereinafter "Yissum"),
and
SUGEN, INC.
of 515 Galveston Drive, Redwood City, California, U.S.A.
(hereinafter "SUGEN"),
WHEREAS
Yissum and SUGEN are parties to an Amended and Restated Research and
License Agreement "Restenosis" effective January 1, 1994, as amended and
restated January 5, 1996 (the "Research Agreement").
WHEREAS,
On May 24, 1996, the Research was cancelled and the Research Agreement
was terminated effective as of June 30, 1996.
NOW, THEREFORE, it is hereby declared and agreed between the parties, intending
to be legally bound, as follows:
1. The definitions and references to the Research Agreement in the above
introduction are an integral part of this Notice. All capitalized terms not
defined herein shall have the same meaning as in the Research Agreement.
2. Yissum hereby acknowledges that all its right, title and interest in the
Proprietary Rights related to the Listed Compounds listed on Appendix I
hereto and any modifications, analogs or derivatives thereof (the
"Technology") are subject to the terms of the Research Agreement.
3. SUGEN hereby assigns to Yissum all its right, title and interest in the
Proprietary Rights related to the HUJ Compounds not included within the
Technology. From the date of the signing of this Notice, Yissum shall be
independently entitled to take any action regarding the HUJ Compounds not
included within the Technology, including to sell, license or effect any
other disposition thereof and SUGEN shall not have any other rights to such
compounds.
<PAGE>
4. SUGEN shall perform all the necessary actions in order to effect the
transfer of rights in the Proprietary Rights to the HUJ Compounds not
included within the Technology, and shall sign the documents necessary to
effect the transfer including the patent assignment documents appropriate
for each involved country and any additional document required to implement
the said transfer and assignment. Yissum shall be responsible for all legal
and governmental fees associated with the preparation, filing and/or
recording of said assignments and documents.
5. The parties further agree that, if it should be determined that any of the
Proprietary Rights with respect to the Technology in the case of SUGEN or
the HUJ Compounds not included within the Technology in the case of Yissum
are dominant to any of the Proprietary Rights of the other party hereto, it
does grant an exclusive license to the other party (with right to
sublicense) to practice any such dominant Proprietary Rights for the sole
and limited purpose of practicing the Proprietary Rights as otherwise set
forth herein.
6. All notices and communications pursuant to this Notice shall be made in
writing by registered mail such as international Federal Express or such
other courier service providing a written record of such mailing and its
receipt, and shall be deemed to have been received by the receiving party
96 hours after being posted, unless the written record provided for herein
establishes that delivery was not made until a later date.
7. The provisions of this Notice and everything concerning the relationship
between the parties in accordance with this Notice shall be governed by law
of England and Wales.
Dated: as of June 30, 1996
Yissum Research Development Company SUGEN, Inc.
of the Hebrew University of Jerusalem
By: /s/ Uri Litvin By: /s/ James L. Tyree
------------------------------ ------------------------------
Name: Name:
Title: Title:
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
Appendix I
Listed Compounds
Restenosis
SUGEN ID Supplier Name
[REDACTED]
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
SUGEN ID Supplier Name
[REDACTED]
<PAGE>
CONFIDENTAL TREATMENT REQUESTED
SUGEN ID Supplier Name
[REDACTED]
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-Q FOR THE THREE MONTHS ENDED JUNE 30, 1996. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 9,113
<SECURITIES> 31,125
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 41,073
<PP&E> 7,385
<DEPRECIATION> 3,192
<TOTAL-ASSETS> 46,498
<CURRENT-LIABILITIES> 10,283
<BONDS> 3,408
<COMMON> 79,728
0
0
<OTHER-SE> (46,921)
<TOTAL-LIABILITY-AND-EQUITY> 46,498
<SALES> 0
<TOTAL-REVENUES> 7,908
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,332
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 354
<INCOME-PRETAX> (8,457)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,457)
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<NET-INCOME> (8,457)
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