EXHIBIT 10.47
SUCCESSOR PARTY AGREEMENT
Pfizer Inc. (Pfizer), a Delaware corporation having a principal place of
business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000; NeoGene Technologies, Inc.
(NeoGene), a Delaware corporation having a principal place of business at 000
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000; and The Regents of the University of
California (Regents) a California Corporation having its statewide
administrative offices at 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxx
00000-0000 enter into this Agreement as of February 19, 2003.
A. The parties agree to the following facts:
(1) NeoGene entered into an exclusive option agreement, UC Control
No. 0000-00-0000, under which Regents grated to NeoGene the
right to enter into Drug PfinderTM Agreements with Pfizer Inc.
with respect only to Regents' Rights in the following UC Cases:
(1) "ADP-Glucose Receptor," USSN 60/234,025, filed September 20,
2000 (UC Case No. 2001-001) and (2) "Discovery of the KiSS
Receptor" (UC Case No. 2002-240-1). The term of the exclusive
option agreement, UC Control No. 0000-00-0000, under which
NeoGene had the right to enter into the Drug PfinderTM
Agreements expired on October 30, 2002.
(2) Pursuant to the rights granted in the exclusive option
agreement, UC Control No. 0000-00-0000, NeoGene entered into two
Drug PfinderTM Agreements with Pfizer with respect to
"ADP-Glucose Receptor" and "KiSS Receptor".
(3) As of October 30, 2002, NeoGene has no further rights in the
above defined Regent's Patent Rights and Regents has no further
obligations to NeoGene regarding the above defined Regent's
Patent Rights.
(4) Regents, NeoGene and Pfizer desire that the Drug PfinderTM
Agreements continue, and Pfizer and Regents are in a position to
fully perform all obligations that may exist under the Drug
PfinderTM Agreements.
(5) It is consistent with the Pfizer's, NeoGene's and Regent's
interest to recognize the Regents as the successor party to
NeoGene in the Drug PfinderTM Agreements.
B. In consideration of these facts, the parties agree that by this
Agreement:
(1) NeoGene confirms that NeoGene has no further rights in the above
defined Regent's Patent Rights or the Drug PfinderTM Agreements,
and requests that Regents be the successor party to NeoGene in
the Drug PfinderTM Agreements. Further, NeoGene specifically
waives any claims and rights against Pfizer that it now has or
may have had in the future in connection with the Drug PfinderTM
Agreements.
(2) The Regents agrees to be bound by terms and conditions contained
in the Drug PfinderTM Agreements as if Regents were the original
party to the Drug PfinderTM Agreements.
(3) Pfizer recognizes Regents as NeoGene's successor in interest in
and to the Drug PfinderTM Agreements. Regents by this Agreement
becomes entitled to all rights, titles, and interests of NeoGene
in and to the Drug PfinderTM Agreements as if Regents were the
original party to the Drug PfinderTM Agreements.
(4) All payments previously made by Pfizer to NeoGene, and all other
previous actions taken by Pfizer under the Drug PfinderTM
Agreements, shall by considered to have discharged those parts
of the Pfizer's obligations under the Drug PfinderTM Agreements.
All payments made by Pfizer after the date of this Agreement in
the name of or to Regents shall have the same force and effect
as if made to NeoGene, and shall constitute a complete discharge
of the Pfizer's obligations under the Drug PfinderTM Agreements,
to the extent of the amounts paid.
(5) The Drug PfinderTM Agreements shall remain in full force and
effect, except as modified by this Agreement. Each party has
executed this Agreement as of the day and year first above
written.
(6) Regents agrees to pay all outstanding and future costs for
intellectual property (or patent) costs, including charges
incurred by Regents' patent counsel but not yet billed,
associated with the ADP-Glucose Receptor, the KiSS Receptor and
any other work previously licensed by NeoGene and its parent
company Spectrum Pharmaceuticals from the Regents.
(7) Pfizer and Regents agree that NeoGene and its parent company
Spectrum Pharmaceuticals are released from any current and
future obligations, with the exception of the Confidentiality
obligations stated in Section 9 of the Drug PfinderTM
Agreements, to support the work of Xx. Xxxxxxx Civelli and/or
the ADP-Glucose Receptor, KiSS Receptor, or any other receptors
that are or may become the subject of current or future Drug
PfinderTM Agreements with Pfizer.
THE REGENTS OF THE UNIVERSITY NEOGENE TECHNOLIGIES, INC.
OF CALIFORNIA
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. XxXxxxx
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Xxxxx X. Xxxxxxxx Xxxx X. XxXxxxx
Assistant Vice Chancellor Vice President
Finance and Strategic Development
2-19-03 February 19, 2003
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Date Date
PFIZER INC.
/s/ Xxxx X. Xxxxx Xxxxx
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Name: Xxxx X. Xxxxx Xxxxx
Title: Site Director, Strategic Alliances
2/27/03
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Date
