Exhibit 10.37
MATERIAL TRANSFER AND SCREENING AGREEMENT
This Agreement, effective as of the date last written below, is between
ArQule, Inc. ("ArQule") and Scriptgen Pharmaceuticals, Inc. ("Recipient").
1. SCREENING OF COMPOUND ARRAY: Within 30 days after receiving an executed
original of this Agreement, ArQule will send to Recipient a sample ArQule
Mapping Array -TM- (the "Compound Array"), consisting of up to 10,000 small
organic compounds ("Compounds") in the following format: one Compond per well,
80 Compounds per plate: 1Oul of 10mM stock of each Compound in 100% DMSO.
ArQule grants Recipient a nonexclusive, worldwide license (without the right
to sublicense or subcontract screening) to screen the Compound Array using
and proprietary assays selected by Recipient.
2. AVAILABILITY OF LICENSE: If Recipient detects activity in one or more
Compounds during the term of this Agreement, ArQule will enter into license
negotiations with the Recipient, and the following procedures shall apply;
(a) Upon execution of a mutually acceptable confidential disclosure
agreement (the "CDA") between ArQule and Recipient, Recipient shall
disclose to ArQule the array plate number and well number of any Compound(s)
exhibiting confirmed significant activity (the "Active Compound(s)") and the
identity of the target(s) (the "Target(s)").
(b) If any Active Compunds have been previously committed to a third
party or to an internal ArQule program, Recipient shall have no rights in or
to such Active Compound(s). In all cases. ArQule shall disclose to Recipient
the chemical composition and theoretical structure of the Active Compound(s),
subject to the CDA, and the Recipient shall have a right of first negotiation
to obtain an exclusive license (the "Negotiation Right"), in accordance with
the procedures set forth below.
(c) Recipient may exercise the Negotiation Right upon written notice
to ArQule which is received by ArQule at any time during the term of this
Agreement, whereupon the parties will engage in good faith negotiations to
establish the terms and conditions of a mutually acceptable research
collaboration agreement. The said research collaboration agreement will
provide, among other matters, for the following:
establishment of committees to manage the collaboration;
licenses under intellectual property rights of each party to
conduct preclinical development of the Active Compound;
responsibilities of the parties for specific preclinical
development activities;
commercialization strategy for the Active Compound following
preclinical development; and
sharing of commercialization revenues after recovery by each
party of its preclinical development costs.
(d) If the parties are unable to negotiate and execute a mutually
acceptable research collaboration agreement within ninety (90) days after the
date upon which Recipient exercised Negotiation Right, ArQule shall have the
right to license the Active Compound(s) to any third party subject to any
non-disclosure and non-use restrictions provided in the CDA.
3. USE AND TRANSFER RESTRICTIONS: Recipient acknowledges and agrees that
the Compounds (including without limitation all Active Compounds) and the
Compound Array are proprietarty to and owned by ArQule and are or may be
covered by claims of U.S. and international patents or patent applications of
ArQule. Recipient agrees to use the Compounds only for the purposes set forth
in this Agreement. Recipient agrees (i) not to transfer such Compounds to any
third party without the prior written consent of ArQule, (ii) to permit
access to the Compounds only to its employees and consultants requiring such
access, (iii) to inform such employees and consultants of the proprietary
nature of the Compounds, and (iv) to take reasonable precautions, at least as
stringent as those observed by Recipient to protect its own proprietary
materials, to ensure that such employees and consultants observe the
obligations of Recipient pursuant to this Section. Upon the expiration or
termination of this Agreement, Recipient shall, at the instruction of ArQule,
either destroy or return any unused Compounds.
4. COMPLIANCE WITH LAW: Recipient agrees to comply with all federal,
state, and local laws and regulations applicable to the use, storage,
disposal, and transfer of the Compounds, including without limitation the
Toxic Substances Control Act (15 USC 2601 ET SEQ.) and implementing
regulations (in particular, 40 CFR 720.36 [Research and Development
Exemption]), the Food, Drug, and Cosmetic Act (21 USC 301 ET SEQ.) and
implementing regulations, and all Export Administration Regulations of the
Department of Commerce. Recipient assumes sole responsibility for any
violation of such laws or regulations by Recipient or any of its affiliates
or sublicensees.
5. TERMINATION: This Agreement shall commence on the date last written
below and continue for a period of six (6) months. Thereafter, this
Agreement shall be automatically extended for successive additional (6) month
periods unless, either party elects to cause this Agreement to terminate with
sixty (60) days written notice. Section 2 (paragraph (d) only), 3, 4, 7 and
8, shall survive termination of this Agreement.
6. NO WARRANTIES: Any Compounds delivered pursuant to this Agreement are
understood to be experimental in nature and may have hazardous properties. The
Recipient should assume that the compounds are dangerous and should use
appropriate precautions. ARQULE MAKES NO REPRESENTATIONS, AND EXTENDS NO
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
COMPOUNDS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR MERCHANTIBILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE COMPOUNDS WILL NOT
INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
7. INDEMNIFICATION: Recipient assumes all liablity for, and agrees to
indemnify, defend, and hold harmless ArQule and its directors, officers,
representatives, employees, and agents against all losses, expenses
(including without limitation any legal expenses), claims, demands, damages,
judgements, suits, or other actions arising from the use, storage, or
disposal of the Compounds by Recipient and its affiliates and sublicensees, or
from any breach of its obligations under Section 5 of this Agreement.
8. MISCELLANEOUS: This Agreement shall not be assigned or otherwise
transferred by Recipient without the prior written consent of ArQule. This
Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
This Agreement constitutes the entire understanding of the parties and
supersedes all prior agreements, written or oral, with respect to the subject
matter hereof.
ACCEPTED AND AGREED:
ArQule, Inc.
Signature: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx, Ph.D.
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Title: Vice President, Business Development
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Date: August 23, 1996
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Address:
ArQule, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
RECIPIENT:
Signature: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx, Ph.D., X.Xx.
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Title: Vice President of Research & Development
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Date: August 22, 1996
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Shipping Address:
SCRIPTGEN Pharmaceuticals, Inc.
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000 Xxxxxx Xxx. #0000
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Xxxxxxx, XX 00000
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Tel: (000) 000-0000
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Fax: (000) 000-0000
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