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CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.800(b)(4), 200.83
and 240.24b-2
EXHIBIT 10.66
SETTLEMENT AGREEMENT
1. INTRODUCTION OF THE PARTIES
This agreement (the "Agreement") is made as of June 16, 2000 (the
"Effective Date") by and between:
1.1. Gene Logic Inc., a Delaware corporation,
having its registered office at 000 Xxxxxx Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000,
Xxxxxx Xxxxxx of America,
(hereinafter referred to as "Gene Logic")
and
1.2. Aventis CropScience GmbH, a corporation duly organized under
the laws of Germany,
having its registered office at Industriepark Hochst - K 607,
Xxxxxxxxxxxxxxx 00,
00000 Xxxxxxxxx xx Xxxx,
Xxxxxxx,
(hereinafter referred to as "Aventis")
The foregoing companies may be referred to individually as a "Party" or
collectively as the "Parties".
2. PREAMBLE
WHEREAS Gene Logic and Aventis (formerly Hoechst Schering AgrEvo GmbH)
have entered on June 30, 1998 into a collaborative effort (the
"Collaboration Agreement") directed towards the development of a
Research Database (as defined in the Collaboration Agreement) for
identification of genetic targets for the development and
commercialization of Agricultural Products (as defined in the
Collaboration Agreement);
WHEREAS, the Parties wish to terminate the Collaboration Agreement by
mutual agreement on the terms and subject to the conditions set forth
in this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual promises covenants and conditions contained herein, the
sufficiency and adequacy of such consideration being hereby
acknowledged, and in settlement of all disputes that have arisen
between the Parties in relation to the Collaboration Agreement, it is
hereby agreed as follows:
3. TERMINATION OF THE COLLABORATION AGREEMENT
The Parties mutually agree to terminate the Collaboration Agreement as
of the Effective Date under the following conditions:
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3.1. Aventis pays Gene Logic an amount of [***] at the latest on June 30,
2000 provided that Aventis has received all the Samples, protocols and
data described in Section 3.6 by that date.
3.2. No other payments, fees or financial support will be due by Aventis to
Gene Logic arising under or related to the Collaboration Agreement or
its termination under this Agreement;
3.3. Aventis waives its rights to maintain an exclusive license to the
Research Database following the termination of the Collaboration
Agreement;
3.4. Aventis is released from the reporting obligation set forth in Section
5.7 of the Collaboration Agreement on the fifth (5th) anniversary of
the Effective Date of this Agreement;
3.5. Aventis shall discontinue use of the Gene Logic Software and the
Research Database and shall (i) cooperate with Gene Logic to terminate
the encrypted link to Gene Logic's computer system and (ii) promptly
deliver to Gene Logic copies of the Gene Logic Software;
3.6. Gene Logic shall discontinue use of Samples and related experimental
protocols provided to Gene Logic by Aventis and shall promptly return
such Samples, cored READS fragments that have been sequenced and clones
thereof and protocols as well as all data (meaning in this context all
[***], all information under the following [***] to Aventis. All
Samples, protocols and data will be shipped to Aventis and also
transferred on CDs at the latest on June 30, 2000.
The cored READS fragments that have been sequenced and the clones
thereof will be shipped to AVENTIS as soon as possible but in no event
later than thirty (30) days form the Effective Date. In addition, Gene
Logic will present the cored READS fragments coded with the READS
Fragment ID number as set forth in the aforesaid data.
4. EFFECT OF THE SETTLEMENT
The Parties acknowledge and agree that this Agreement is intended as a
compromise of all disputes between the Parties. This Agreement shall
not be construed as an admission with, respect to any issue or dispute
among the Parties in connection with the Collaboration Agreement or its
termination under this Agreement.
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*** CONFIDENTIAL TREATMENT REQUESTED
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5. PRESS RELEASE
The Parties agree that a press release announcing the termination of
the Collaboration Agreement will be prepared by Gene Logic and will be
subject to the approval of Aventis, which approval will not
unreasonably be withheld.
6. GENERAL PROVISIONS
6.1 Notices
Any notice or other communication required or permitted to be
given by any Party under this Agreement shall be given in
writing and shall be (i) personally delivered, (ii) delivered
by a nationally recognized overnight courier, or (iii)
delivered by certified mail, postage prepaid, return receipt
requested or (iv) delivered by facsimile, with receipt
confirmed, to the Party at the address set forth below for
such Party:
To Aventis: To Gene Logic:
Aventis CropScience GmbH Gene Logic Inc.
Industriepark Hochst - K607 000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxxxx 00 Xxxxxxxxxxxx, Xxxxxxxx 00000
D 65926 Frankfurt am Main United States of America
Attention: General Counsel Attention: President
Facsimile 49-69-305-834-54 Facsimile: 0-000-000-0000
With a copy to:
Aventis CropScience N.V.
Xxxxx Xxxxxxxxxxxxx 00
X 0000 Xxxx
Xxxxxxx
Attention: General Counsel
Facsimile: 32-9-235-84-76
or to such other address as to which the Party has given
written notice Thereof. Such notices shall be deemed given
upon receipt.
6.2 Use of Names
Except as expressly provided in this Agreement, no Party shall
use the name of the other Party in any promotional materials
or advertising without the prior written consent of the other
Party.
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6.3 Headings
The headings appearing herein have been inserted solely for
the convenience of the Parties hereto and shall not affect the
construction, meaning or interpretation of this Agreement or
any of its terms and conditions.
6.4 Entire Agreement
This Agreement constitutes the entire understanding of between
the Parties with respect to the subject matter contained
herein and supersedes any and all prior agreements,
understandings and arrangements whether oral or written
between the Parties relating to the subject matter hereof,
except the Collaboration Agreement as amended and terminated
by this Agreement.
6.5 Amendments
Except as otherwise specifically provided in this Agreement,
no conditions, usage of trade, course of dealing or
performance, understanding or agreement purporting to modify,
vary, explain or supplement the terms or conditions of this
Agreement shall be binding unless hereafter made in writing
and signed by the Party to be bound and no modification shall
be effected by the acknowledgment or acceptance of documents
containing terms or conditions at variance with or in addition
to those set forth in this Agreement.
6.6 Waiver
No waiver by any Party with respect to any breach or default
or of any right or remedy and no course of dealing or
performance shall be deemed to constitute a continuing waiver
of any other breach or default or of any right or remedy,
unless such waiver be expressed in writing signed by the Party
to be bound. Failure of a Party to exercise any right shall
not be deemed a waiver of such right or rights in the future.
6.7 Counterparts
This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original, all of which
together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
duplicate by their duly authorized representatives as of the xxxx set forth
above.
Gene Logic Inc. Aventis CropScience GmbH
/s/ Xxxxxx X. Xxxxxx, Xx. /s/ Xxxxx Xxxxxx
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By: Xxxxxx X. Xxxxxx, Xx. By: Xxxxx Xxxxxx
Title: CFO Title: CEO
/s/ Xxxxxxx Xxxxxx
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By: Xxxxxxx Xxxxxx
Title: General Counsel
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