FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission File Number 0-23666
TRIPOS, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 43-1454986
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1699 South Hanley Road
St. Louis, Missouri 63144
(Address of Principal Executive Offices and Zip Code)
(314) 647-1099
(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 such filing
requirement for the past 90 days.
Yes X No
Number of shares outstanding of the issuer's Common Stock, par
value $.01 per share, as of June 30, 1998: 3,214,401 shares.
Tripos files this Amendment No.1 on Form 10-Q/A to its Form 10-Q
for the quarter ended June 30, 1998:
* to replace Item 6 in its entirety:
* to add an Exhibit Index,
* to indicate in the Exhibit Index that portions of Exhibit
10.13 have been omitted pursuant to a confidential treatment
request filed by Tripos with Securities and Exchange Commission;
and
* to refile Exhibit 10.13 to insert disclosure on each
applicable page that information omitted on that page has been
omitted pursuant to a request for confidential treatment and that
the omitted portion has been separately filed with the Securities
and Exchange Commission.
Item 6 Exhibits and Reports on Form 8-K
(a) See the Exhibit Index attached hereto and incorporated
herein by this reference
(b) No reports on Form 8-K were required to be filed during the
period from April 1, 1998 through June 30, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this Amendment No. 1 of its report
to be signed on its behalf by the undersigned hereunto duly authorized.
TRIPOS,INC.
Date: May 26, 2000 /s/ John P. McAlister
John P. McAlister
President and Chief Executive Officer
Date: May 26, 2000 /s/ Colleen A. Martin
Colleen A. Martin
Chief Financial Officer, Secretary
EXHIBIT INDEX
The exhibits below are numbered in accordance with the
Exhibit Table of Item 601 of Regulation S-X.
Exhibit
Number Exhibit
2 Omitted - Inapplicable
3(i) Omitted - Inapplicable
3-(ii) Omitted - Inapplicable
4 Omitted - Inapplicable
*10.13 Settlement Agreement by and among Tripos, Inc.
Panlabs Incorporated and for the purposes of
Section 6 thereof only, MDS, Inc., dated as of
March 30, 1998
11 Omitted - Inapplicable
15 Omitted - Inapplicable
18 Omitted - Inapplicable
19 Omitted - Inapplicable
22 Omitted - Inapplicable
23 Omitted - Inapplicable
24 Omitted - Inapplicable
27 Financial Data Schedule (filed electronically with
the SEC only)
99 Omitted - Inapplicable
________
* Portions of this Exhibit have been omitted pursuant to a
request for Confidential Treatment filed separately with the
Secretary of the Securities and Exchange Commission.
Exhibit 10.13
* The information marked by "X" and "[]" has been omitted
pursuant to a request for confidential treatment. The omitted
portion has been separately filed with the Commission.
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("Agreement") is made as of March
30, 1998, (the "Effective Date") by and between (i) PANLABS
INCORPORATED, a Washington corporation with its principal place
of business at 11804 North Creek Parkway South, Bothell,
Washington 98011-8805 ("Panlabs"), and (ii) TRIPOS, INC., a Utah
corporation with its principal place of business at 1699 South
Hanley Road, Suite 303, St. Louis, Missouri 63144 ("Tripos"),
who, intending to be legally bound, hereby agree as follows:
1. INTRODUCTION
1.1 The parties entered into that certain Strategic
Alliance Business Teaming Agreement, including Project
Description #1 thereunder, dated June 30, 1995 (the "Teaming
Agreement").
1.2 Certain controversies have arisen between the parties
concerning their respective rights and obligations under the
Teaming Agreement.
1.3 The parties now wish to resolve the controversies
Between them in accordance with the terms of this Settlement
Agreement.
2. TEAMING AGREEMENT TERMINATION
2.1 Effect of Termination. The parties acknowledge and agree
that the Teaming Agreement has been terminated in its entirety as
of the Effective Date hereof. The parties further acknowledge
and agree that, notwithstanding the provisions of Section 8.1 of
the Teaming Agreement, no provision of the Teaming Agreement,
including without limitation any provision of Project Description
#1, shall survive such termination. All rights and obligations
of the parties to one another in connection with the Teaming
Agreement shall be exclusively as set forth in this Agreement.
2.2 Settlement of Customer Claims. Each party("Indemnitor")
will indemnify the other party ("Indemnitee") and hold it
harmless from and against all claims, damages, losses and
expenses, including court costs and reasonable fees and expenses
of attorneys, expert witnesses and other professionals, arising
out of or resulting from, and will defend the other party
against:
(a) any action by a third party that is based on any claim
that any services performed by the Indemnitor or under the
Teaming Agreement, or their results, infringe a patent, copyright
or other proprietary right or violate a trade secret of such
third party; provided, however, that for purposes of a patent
infringement claim, unless such claim rests definitely and solely
on the technology of, or the services performed by, one of the
parties or the party who owned any infringing technology or
performed any infringing services knew that the same was
infringing at the time of use or performance, the Indemnitor and
the Indemnitee shall be jointly responsible for the defense of
the claim and shall bear all resulting liability in proportion to
the respective revenues realized by them from the transaction in
connection with which the claim arose; and
(b) any action by a third party that is based on
(i)any unauthorized warranty given by the Indemnitor
for services performed under the Teaming Agreement,
or
(ii) the results of any services performed by the
Indemnitor under the Teaming Agreement, including
any action based on a claim that Optiverse
materials fail to meet quality requirements, or
(iii) any failure by the Indemnitor to provide
services under the Teaming Agreement, or the
results of such services, in accordance with a
contract entered into between the Indemnitor and/or
the Indemnitee and such third party.
The indemnification obligations set forth in this Section 2.2 are
conditioned on (i) the Indemnitor being notified promptly in
writing of any indemnifiable claim and all prior claims relating
to such action and being given all available relevant information
and reasonable assistance in connection with defense and
settlement efforts, and (ii) the Indemnitor having sole control
of the defense and settlement efforts for such claim, other than
for patent matters as set forth in Section 2.2(a).
2.3 Final Accounting. The parties acknowledge that they
are in agreement regarding (a) the number of shipments and
quantity of Optiverse Materials shipped between November 1, 1997
and the Effective Date, (b) the allocation of revenues
attributable to the Optiverse Materials which have been collected
between November 1, 1997 and the Effective Date, (c) other
accounting issues, and (d) existing inventories, as of the
Effective Date, of Optiverse Materials and raw materials obtained
for purposes of synthesizing Optiverse Materials. A detailed
listing of all items and calculation of the net credit to which
the parties agree pursuant to this Section 2.3 is attached hereto
as Schedule A.
3. OWNERSHIP RIGHTS in VENTURE PROPERTY
3.1 Joint Ownership. The following property created by
either party individually, or by the parties jointly, in
performance of the parties' obligations under the Teaming
Agreement (the "Venture Property") shall be jointly owned by the
parties until Tripos has realized the Agreed Amount in accordance
with Article 5 below, and until such time, the payment and credit
obligations set forth in said Article 5 shall apply in connection
with any sale or other disposition of any Venture Property:
(a) all diverse library compound designs which have been
synthesized and identified by Panlabs, whether in the possession
of Tripos or Panlabs;
(b) all existing inventory of Optiverse Materials, whether
in the possession of Tripos or Panlabs;
(c) the Optiverse library database; and
(d) all biological data that was developed for purposes of
marketing Optiverse Materials, the expenses for development of
which were reimbursed out of revenues from transactions
concerning Optiverse Materials.
3.2 Transfer to Panlabs. On the date on which Tripos has
realized the Agreed Amount, Tripos shall transfer all of its
rights, title and interest in any then-remaining Venture
Property, and shall execute any documents reasonably requested by
Panlabs to evidence such transfer. After such date, Panlabs
shall have the exclusive right to sell the Optiverse Materials
worldwide without further royalty obligation to Tripos.
3.3 Conditional Tripos Marketing Rights. In the event that
Panlabs reports no revenues from Optiverse Materials during, and
makes no payment to Tripos in accordance with Section 5.3 for,
any two consecutive calendar quarters prior to the expiration of
Phase 2 as identified in Section 4.2 below, Tripos shall
thereupon have the exclusive right to market the remaining
Optiverse Materials worldwide and shall credit twenty-five
percent (25%) of all revenues received therefrom by Tripos
against the Agreed Amount in accordance with Section 5.4.
3.4 The OPTIVERSE Trademark. During Phase 1 as identified
in Section 4.1 below, each party shall be entitled to use the
OPTIVERSE trademark solely in connection with, and solely for the
purpose of, identifying and marketing the Optiverse Materials.
Upon the expiration of Phase 1, Tripos shall transfer and assign
to Panlabs (via written assignment upon Panlabs "request") all
right, title and interest in and to the OPTIVERSE trademark and
associated goodwill, after which assignment Tripos shall have no
further right to use the OPTIVERSE trademark in any form, except
as allowed under this Section. Said assignment shall be
predicated upon Panlabs' agreement that it shall not use or
attempt to register the OPTIVERSE mark for any purpose or product
other than the identification and marketing of the OPTIVERSE
Materials, as defined in this Agreement. Following assignment
from Tripos, Panlabs shall have the right to pursue registration
and enforcement of the mark in connection with the OPTIVERSE
Materials, and Tripos shall cooperate in the execution of any
documents necessary to enable Panlabs to pursue such
registration. Panlabs shall also have the right to license the
use and/or transfer ownership of the mark to third parties,
provided that such third-party licensees shall be bound by the
same restrictions of use of the mark as bind Panlabs under this
Section. In the event that the exclusive marketing rights to the
OPTIVERSE Materials shall revert to Tripos by operation of
Section 3.3 of this Agreement, Panlabs shall assign back to
Tripos all right, title and interest in and to the mark and
associated goodwill, including any trademark filings initiated by
Panlabs.
4. DISPOSITION OF OPTIVERSE MATERIALS
The Optiverse Materials shall be disposed of in three phases
as follows:
4.1 Phase 1. During the period beginning on the Effective
Date and expiring on June 30, 1998, which period shall be known
as "Phase 1", each party may market the Optiverse Materials
worldwide, subject to the payment and credit obligations set
forth in Sections 5.3 and 5.4.
4.2 Phase 2. During the period beginning on July 1, 1998
and expiring on the date on which Tripos has realized the Agreed
Amount in accordance with Article 5 below, which period shall be
known as "Phase 2", Panlabs shall have the exclusive right
(except as otherwise provided in Section 3.3 and as may be
mutually agreed by the parties in connection with their
cooperative pursuit of any joint research contracts) to market
the Optiverse Materials worldwide, subject to the payment
obligations set forth in Article 5. The terms and conditions,
including revenue allocations, which are applicable to any
mutually agreed upon joint research contracts shall be separately
specified in writing for each such contract.
4.3 Phase 3. During the period after the transfer by
Tripos to Panlabs of all of Tripos' rights, title and interest in
any then-remaining Optiverse Materials, Panlabs shall have the
exclusive right to market the Optiverse Materials worldwide and
Tripos shall have no rights hereunder to market any Optiverse
Materials.
4.4. Use by the Parties. Prior to Phase 3, neither
party shall use any Optiverse Materials without paying its share
of the standard charge, except that Panlabs may transport,
process, repackage and otherwise prepare or enhance OPTIVERSE
Materials for third-party sale. In addition, Panlabs shall be
permitted to utilize jointly owned diverse library compound
designs without charge for the purpose of manufacturing
additional quantities of OPTIVERSE Materials as needed for
product line maintenance. For use of Optiverse Materials by
Tripos, payment of its share of the standard charge shall mean
crediting to Panlabs in accordance with Section 5.4 an amount
equal to the amount which would have been credited to Panlabs
thereunder if Tripos had marketed the same Optiverse Materials to
a third party. For use of Optiverse Materials by Panlabs,
payment of its share of the standard charge shall mean payment to
Tripos in accordance with Section 5.4 of an amount equal to the
amount which would have been payable to Tripos thereunder if
Panlabs had marketed the Optiverse Materials to a third party.
* The information marked by "X" and "[]" has been omitted
pursuant to a request for confidential treatment. The omitted
portion has been separately filed with the Securities and
Exchange Commission.
5. PAYMENTS AND CREDITS
Regardless of any amounts paid pursuant to Section 2.3 of
this Agreement, Panlabs hereby agrees to pay Tripos up to [XXXX]
Dollars ($[XXXX]) ([XXXX] Dollars being the "Agreed Amount" for
purposes of this Agreement) as consideration for Tripos' transfer
to Panlabs, in accordance with Section 3.2, of all of Tripos'
rights, title and interest in any remaining Venture Property as
of the expiration of Phase 2, as follows:
5.1 Initial Payment. Upon execution of this Agreement,
Panlabs shall authorize the release to Tripos of all funds in the
escrow account established by Tripos to receive and hold Panlabs'
share of the proceeds derived from marketing the Optiverse
Materials to [XXXX] and the [XXXX] and shall take all steps
which may be necessary to enable Tripos to receive such funds and
shall further authorize Tripos to retain all such proceeds which
Tripos may subsequently collect. Such funds shall be non-
refundable by Tripos, and Tripos shall credit [XXXX] Dollars
($[XXXX]), as and to the extent that Tripos collects applicable
proceeds, against the Agreed Amount.
5.2 Subsequent Lump-Sum Payments. Panlabs shall remit to
Tripos an aggregate amount of [XXXX] Dollars ($[XXXX]) in six (6)
equal installments of [XXXX] Dollars ($[XXXX]) on each of the
following dates: June 30, 1998, September 30, 1998, December 31,
1998, March 31, 1999, June 30, 1999 and September 30, 1999. Such
payments shall be non-refundable by Tripos, and upon receipt,
Tripos shall credit one hundred percent (100%) of each such
payment against the Agreed Amount. Any payment which is past due
shall bear interest at a rate of eighteen percent (18%) per
annum.
5.3 Payments Due on Transactions Concerning Optiverse
Materials. Panlabs shall pay Tripos [XXXX] percent ([XXXX]%) of
Total Revenues received by Panlabs from marketing Optiverse
Materials during Phase 1 and Phase 2. Not later than twenty-five
(25) days after the end of each calendar quarter, Panlabs shall
submit to Tripos a written report of all Panlabs transactions
concerning Optiverse Materials during the such quarter and Total
Revenues received by Panlabs therefrom and shall remit payments
due in accordance with this Section 5.3. Tripos shall credit
one hundred percent (100%) of such payments against the Agreed
Amount.
5.4 Credits for Transactions Initiated by Tripos. Not
later than twenty-five (25) days after the end of Phase 1, Tripos
shall submit to Panlabs a written report of all Tripos transact-
ions concerning Optiverse Materials during such calendar quarter
and all revenues received by Tripos therefrom. [XXXX] percent
([XXXX]%) of the revenues identified in each report shall be
credited against the Agreed Amount as of the date of such report.
* The information marked by "X" and "[]" has been omitted
pursuant to a request for confidential treatment. The omitted
portion has been separately filed with the Securities and
Exchange Commission.)
5.5 Buyout. At any time after Tripos has received all
proceeds derived from marketing the Optiverse Materials to
(customer name) and (customer name) in accordance with
Section 5.1 and prior to December 31, 1999, Panlabs shall have
the right to accelerate receipt of Phase 3 marketing rights and
cause the transfer to Panlabs of all of Tripos' rights, title and
interest in the Optiverse Materials by making a lump-sum payment
to Tripos equal to the portion of the Agreed Amount then
remaining unpaid discounted by 8.5% compounded monthly.
5.6 Total Revenues. For purposes hereof, "Total Revenues"
shall mean all amounts received from any source by Panlabs, its
affiliates or assigns for the sale, transfer, use or other
disposition of any Optiverse Materials.
6. GUARANTEE
6.1 MDS Guarantee. In order to induce Tripos to enter into
this Settlement Agreement with Panlabs, MDS Inc., a Canadian
corporation with offices at 100 International Boulevard, Toronto
M9W 6J6 CANADA ("MDS"), hereby assumes, subject to the limitation
set forth in Section 6.2 below, responsibility for and
guarantees, the timely payment by Panlabs of all amounts due and
payable by Panlabs to Tripos in accordance with Sections 5.1, 5.2
and 5.3. The foregoing payment obligations of Panlabs are
hereinafter referred to as the "Guaranteed Obligations". In the
event that Panlabs shall fail to perform any Guaranteed
Obligation within the time such performance is due, Tripos shall
promptly notify both Panlabs and MDS of the amount of the
Guaranteed Obligation that is past due, and MDS shall, within
three (3) business days after receipt of such notice, remit
payment of such amount to Tripos. Tripos shall not be required,
prior to any such notice to MDS, to pursue or exhaust any of its
rights or remedies against Panlabs with respect to performance of
any Guaranteed Obligation other than providing Panlabs with
notice of default. MDS hereby waives presentment, demand,
protest and notice of dishonor, nonpayment or other default with
respect to any Guaranteed Obligations and promptness in
commencing suit against Panlabs and/or in giving notice to, or
making any demand hereunder on, MDS. It is understood and agreed
that this Guarantee shall remain in effect notwithstanding any
assignment or delegation by Panlabs of any of its obligations
under the Settlement Agreement or any change in control of
Panlabs, and that none of the terms of this Guarantee may be
waived, altered, modified or amended except in writing signed by
Tripos and MDS.
6.2 Ratification by MDS Board. Until such time that the terms
of this agreement have been ratified by the Board of Directors
of MDS, Inc., the total liability to Tripos of MDS under this
article shall not exceed [XXXX] ([XXXX]) Canadian Dollars.
* The information marked by "X" and "[]" has been omitted
pursuant to a request for confidential treatment. The omitted
portion has been separately filed with the Securities and
Exchange Commission.)
6.3 Additional Financial Assurance. To demonstrate its
financial ability to discharge its obligations pursuant to this
Agreement, Panlabs shall, not later than April 17, 1998,
establish an irrevocable, confirmed letter of credit drawn on a
US bank reasonably acceptable to Tripos and confirmed by
NationsBank of St. Louis, in the amount of [XXXX] (US) dollars
($[XXXX]), payable to Tripos upon presentment of this Agreement
and an affidavit by an officer of Tripos that the required
payment
has not been made. Continuation of such letter of credit
facility shall not be required following receipt by Tripos of
certification by MDS, Inc. that the terms of this Agreement have
been ratified by its Board of Directors and that the limitation
provided in Section 6.2 is no longer in effect.
7. OWNERSHIP OF INDIVIDUAL PROPERTY
7.1 Tripos Property. The following intellectual property
which Tripos used in connection with the performance of services
under the Teaming Agreement shall remain the sole property of
Tripos, and Panlabs hereby acknowledges that Panlabs has obtained
no interest in or to any such property: (a) the virtual library
databases, (b) library design methods, Tripos proprietary
software, know-how and Tripos proprietary computational design
and analysis tools, (c) biological information on compounds
developed or obtained by Tripos, and (d) fifty percent of the
existing inventory of raw materials obtained for purposes of
synthesizing Optiverse Materials.
7.2 Panlabs Property. The following intellectual property
which Panlabs used in connection with the performance of services
under the Teaming Agreement shall remain the sole property of
Panlabs, and Tripos hereby acknowledges that Tripos has obtained
no interest in or to any such property: (a) methods, systems and
know-how for the synthesis and purification of chemical
libraries, production and storage facilities and biological
information on library compounds developed by Panlabs (b) library
design methods, Panlabs proprietary software, know-how and
Panlabs proprietary computational design and analysis tools
developed or obtained by Panlabs independent of any proprietary
information furnished by Tripos, and (c) fifty percent of the
existing inventory of raw materials obtained for purposes of
synthesizing diverse Optiverse Materials.
8. DELIVERIES
In the number of business days after the Effective Date as
noted, Panlabs shall ship to Tripos, at Panlabs' expense: (a)
within forty-five business days, fifty percent (50%) of the raw
materials in Panlabs' possession on the Effective Date which were
obtained for purposes of synthesizing Optiverse Materials,
provided however that Panlabs shall provide the written list of
such inventory within fifteen (15) business days; (b) within
twenty (20) business days, all diverse library compound designs
which have not been synthesized by Panlabs; and (c) within twenty
(20) business days, the SYBYL software and related data
management software that is proprietary to Tripos, with written
certification signed by an officer of Panlabs that all copies of
such software have been purged from Panlabs' computers and that
Panlabs has retained no copies in any form.
9. RECORDKEEPING AND AUDITS
Each party shall maintain complete and accurate records of
all transactions concerning Optiverse Materials which occur at
any time on or after the Effective Date and prior to a transfer
of rights in the Optiverse Materials in accordance with Section
3.2 or Section 3.3. Each party shall have the right, upon
reasonable prior written notice, through an independent public
accounting firm reasonably acceptable to the other party, to
examine and copy the books, records and accounts of such other
party relating to transactions concerning the Optiverse
Materials, for the purposes of verifying such other party's
compliance with the terms and conditions of this Agreement. All
information regarding an audited party's business received in any
such examination shall be held in confidence. The expenses of
such audits shall be borne by the auditing party; provided,
however, that the audited party shall be charged for the expense
of any such audit that discloses a discrepancy in favor of
auditing party which is greater than or equal to five percent
(5%) of Total Revenues reported in accordance with Section 5.3 or
Section 5.4. In addition, if Panlabs is the audited party,
Panlabs shall promptly remit to Tripos all amounts due in respect
of the discrepancy, and if Tripos is the audited party, Tripos
shall promptly credit against the Agreed Amount all amounts due
in respect of the discrepancy.
10. PUBLICITY
Each party acknowledges that the terms of this Settlement
Agreement are considered confidential by the other party. With
the exception of disclosures required by law and routine
announcements, neither party nor any of its affiliates shall make
any announcements or disclosures regarding the other party, the
Teaming Agreement or this Settlement Agreement without the prior
written consent of the other party. In no event shall either
party make or publish any announcements of any kind which might
tend to disparage the public image or corporate reputation of the
other party.
11. MUTUAL RELEASES
11.1 By Tripos. Tripos, on its own behalf and on behalf of
its principals, agents, officers, directors, employees,
representatives, affiliates, successors, assigns and attorneys,
hereby releases and forever discharges Panlabs and its
principals, agents, officers, directors, employees,
representatives, affiliates, successors, assigns and attorneys
(the "Panlabs Released Parties") from any and all liabilities,
claims, demands, rights, damages, debts, responsibilities and
actions which Tripos had, has or hereafter may have against the
Panlabs Released Parties arising out of or in connection with the
Teaming Agreement; provided, however, that this provision shall
not be read to release any claims which may hereafter be asserted
against any Panlabs Released Party which arise out of or in
connection with this Agreement.
11.2 By Panlabs. Panlabs, on its own behalf and on behalf
of its principals, agents, officers, directors, employees,
representatives, affiliates, successors, assigns and attorneys,
hereby releases and forever discharges Tripos and its principals,
agents, officers, directors, employees, representatives,
affiliates, successors, assigns and attorneys (the "Tripos
Released Parties") from any and all liabilities, claims, demands,
rights, damages, debts, responsibilities and actions which
Panlabs had, has or hereafter may have against the Tripos
Released Parties arising out of or in connection with the Teaming
Agreement; provided, however, that this provision shall not be
read to release any claims which may hereafter be asserted
against any Tripos Released Party which arise out of or in
connection with this Agreement.
12. MISCELLANEOUS
The validity, construction and performance of this Agreement
shall be governed by and construed in accordance with the
substantive law of the State of Washington, without regard to
conflicts of law provisions. If any provision of this Agreement
or the application of any such provision shall be held by a
tribunal of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement shall remain in full force
and effect to the maximum extent permissible. This Agreement, as
executed by the parties, constitutes the complete and exclusive
understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior understandings and
agreements, whether written or oral, with respect to such subject
matter.
13. COUNTERPARTS
This Agreement may be signed in any number of counterparts,
each of which shall be deemed to be an original and all of which
shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement as of
the Effective Date.
PANLABS INCORPORATED TRIPOS, INC.
By: By:
Title: Title:
MDS INC. (solely for purposes of Section 6)
By:
Title:
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