Organon. Organon represents and warrants that it has all requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation by it of the actions contemplated hereby will be, upon delivery, duly and validly executed and delivered by Organon and will constitute its legal, valid, and binding obligation.
Organon. Xxxxxxx X. Xxxxx Xxxx Xxxxx LLP 136 Main Street, Suite 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx Princeton, NJ 08540 xxxxxx@xxxxxxxxx.xxx Phone: 000-000-0000 -and- Xxxxxxx X. Xxxxxxx Xxxxx Xxxx LLP One Metropolitan Square 000 Xxxxx Xxxxxxxx, Xxxxx 0000 Xx. Xxxxx, XX 00000-0000 xxxxxxxxx@xxxxxxxxx.xxx Phone: 000-000-0000
Organon. NV Organon develops and produces pharmaceutical products in fields such as gynaecology, psychiatry, athero-thrombosis, and auto-immune diseases. The company employs more than 11,500 employees worldwide. The company invests over 17 percent of its sales income in its drug discovery and development programmes. NV Organon is one of the pharmaceutical business units of Akzo Nobel. Akzo Nobel, based in the Netherlands, serves customers throughout the world with healthcare products, coatings, and chemicals. The company currently employs approximately 68,000 people in almost 75 countries. Consolidated sales for 1999 will total about EUR 12 billion (NLG 26 billion). LIGAND PHARMACEUTICALS INCORPORATED Ligand Pharmaceuticals Incorporated discovers, develops and markets new drugs that address critical unmet medical needs of patients in the areas of cancer, skin diseases, and men's and women's hormone-related diseases, as well as osteoporosis, metabolic disorders and cardiovascular and inflammatory diseases. In addition to the recently approved Targretin(R) capsules, Ligand had two drugs approved during 1999 for marketing in the U.S. -- ONTAK(R) and Panretin(R) gel -- that are being marketed through its specialty cancer and HIV-center sales force in the U.S. Targretin(R) gel is currently under review by the FDA for marketing approval in the U.S., and two additional oncology-related products -- Morphelan(TM) (licensed from Elan) and Panretin(R) capsules -- are in late-stage development. Ligand's proprietary drug discovery and development programs are based on its leadership position in gene transcription technology, primarily related to Intracellular Receptors (IR) and Signal Transducers and Activators of Transcription (STATs). This news release may contain certain forward-looking statements by Ligand and actual results could differ materially from those described as a result of factors outside of the control of Ligand. There can be no assurance that (a) the collaborative arrangement will be successful or continued, (b) Ligand will receive any further reimbursement amounts for the prior development of its technology or any milestone payments for the discovery and/or development of any compounds, (c) any compounds will be discovered and/or be deemed
Organon has taken all necessary action to authorize the execution, delivery and performance of this Agreement;
Organon. By: Date: ----------------------------------- -------------------------------- Name: -------------------------------- Title: ----------------------------- By: Date: ----------------------------------- -------------------------------- Name: -------------------------------- Title: ----------------------------- INTERVET INC. By: Date: ----------------------------------- -------------------------------- Name: -------------------------------- Title: ----------------------------- By: Date: ----------------------------------- -------------------------------- Name: -------------------------------- Title: ----------------------------- EXHIBIT 1.55 LEVEL 1 PHENOTYPIC ANALYSIS Level 1 Phenotypic Analysis is xx xxxxxxx xxxxxx xxxxxxxx xx xxxxxxxx xxxxxxx xxxxxxxxxistics resulting from selected mutations in Mutant Mice. Level 1 Phenotypic Analysis currently includes the following assays, which may be changed from time to time at the Joint Research Committee's reasonable scientific discretion. [**] EXHIBIT 1.56 LEVEL 2 PHENOTYPIC ANALYSIS Level 2 Phenotypic Analysis is xx xxxxxxxx xxxxxx xxxxxxxx xx xxxxxxx xxxx xxxxxxxx xxx focused data relating to primary characteristics identified as a result of Level 1 Phenotypic Analysis. The Joint Research Committee may determixx xxxx Xxxxx 0 Xxxxxxxxxx Analysis be performed for any one or more Therapeutic Area(s). Level 2 Phenotypic Analysis currently includes (a) assays previously performed for Level 1 Phenotypic Analysis with respect to such Therapeutic Area(s) (xxxxxxxxx xxxxxxx xxxxxxx of Mutant Mice) and (b) additional assays represented by those described below, which may be changed from time to time at the Joint Research Committee's reasonable scientific discretion. METABOLISM AND ENDOCRINOLOGY [**] CARDIOLOGY [**] NEUROLOGY [**] ONCOLOGY [**] IMMUNOLOGY [**] OPHTHALMOLOGY [**] EXHIBIT 7.1.1.2 MANUFACTURING AND SUPPLY AGREEMENT THIS MANUFACTURING AND SUPPLY AGREEMENT (this "Agreement") is dated as of _____, 2005 (the "Effective Date") and is made by and among LEXICON GENETICS INCORPORATED, a corporation organized under the laws of the State of Delaware, United States of America ("Lexicon"), and N.V. ORGANON, a registered company organized under the laws of the Netherlands ("Organon"). Lexicon and Organon are sometimes referred to herein individually as a "party" and collectively as the "parties." All terms not otherwise defined herein shall have the meanings given to such terms in the Collaboration Agreement (as defined be...
Organon. By: Date: ----------------------------- ------------------------- Name: -------------------------- Title: ----------------------- EXHIBIT 8.4 JOINT COMMERCIALIZATION AGREEMENT THIS JOINT COMMERCIALIZATION AGREEMENT (this "Agreement") is dated as of _____, _____ (the "Effective Date") and is made by and between LEXICON GENETICS INCORPORATED, a corporation organized under the laws of the State of Delaware, United States of America ("Lexicon"), and N.V. ORGANON, a registered company under the laws of the Netherlands ("Organon"). [Affiliates of Lexicon and Organon may be designated as the signatories to this Agreement] Lexicon and Organon are sometimes referred to herein individually as a "party" and collectively as the "parties."
Organon. By: Date: --------------------------------------- ---------------------- Name: ------------------------------------- Title: ------------------------------------ By: Date: --------------------------------------- ---------------------- Name: ------------------------------------- Title: ------------------------------------ EXHIBIT 1.40 ALLOCATION OF NET SALES IN BUNDLED TRANSACTION With respect to Licensed Product sold in a Bundled Transaction in which Organon, Lexicon or any of their respective Affiliates or (sub)licensees discounts the sales price of the Licensed Product to a greater degree than such seller generally discounts the price of its other products to such customer, the amount to be included in Net Sales of the Licensed Product shall be calculated in accordance with the following formula: ASP-P x N-P NS-P = ______________________________x BTF (SIGMA)=1 ASP-pi x N-pi Where: NS-P = Amount allocated to Net Sales of the Licensed Product ASP-P = Average Selling Price (as defined below) per unit, during the applicable period, of the Licensed Product when sold alone ASP-pi = Average Selling Price per unit, during the applicable period, of the Licensed Product or each product other than a Licensed Product in the Bundled Transaction when sold alone N-P = Total number of units of Licensed Product included in the Bundled Transaction during the applicable period N-pi = Total number of units (i.e., corresponding to the same ASP-pi) of the Licensed Product or product other than a Licensed Product included in the Bundled Transaction during the applicable period
Organon. By: Xxxxx Xxxxxxxxx, Ph.D. Title: Sr. VP, Worldwide Licensing and Knowledge Management XXXXXXX XXXXXXXXX, XX., M.D. AMENDMENT NO. 1 TO API REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO API REGISTRATION RIGHTS AGREEMENT
Organon. Organon represents and warrants on its own behalf and on behalf of its Affiliates that: (i) it has the legal right and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) when executed by both parties, this Agreement will constitute the valid and legally binding obligation of Organon and shall be enforceable against Organon in accordance with its terms; and (iii) that it has not previously granted, and during the term of this Agreement will not knowingly make any commitment of or grant any rights which in any material way conflict with the rights and licenses granted herein.
Organon. Organon agrees to indemnify, defend and hold Pharmacopeia and its Affiliates and their directors, officers, employees and agents (the "Pharmacopeia Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including without limitation, fees and disbursements of counsel incurred by the Pharmacopeia Indemnitee in any action or proceeding between Organon and the Pharmacopeia Indemnitee and the Pharmacopeia Indemnitee and any third party or otherwise) (collectively, "Liabilities") arising out of or in connection with third party claims relating to: (i) any Agreement Products or Transferred Technology Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Organon, its Affiliates, Sublicensees or other designees (including, without limitation, third-party product liability claims); (ii) Organon and its Affiliates performance of the Research Program; or (iii) any breach by Organon of its representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Pharmacopeia.
