COLLABORATIVE DISCOVERY AND LEAD OPTIMIZATION AGREEMENT

 

                                                                   EXHIBIT 10.17
                                  APPENDIX A

            COLLABORATIVE DISCOVERY AND LEAD OPTIMIZATION AGREEMENT

This Collaborative Discovery and Lead Optimization Agreement (the "Agreement')
is made and effective as of December 17, 1999 (the "Effective Date"), by and
between 3-Dimensional Pharmaceuticals, Inc., a corporation having its principal
place of business at Eagleview Corporate Center, 665 Stockton Drive, Suite 104,
Exton, PA 19341, U.S.A. ("3DP'), and Boehringer Ingelheim Pharmaceuticals, Inc.,
a corporation having its principal place of business at 900 Ridgebury Road,
Danbury, CT 06877, U.S.A. ("BIPI"). 3DP and BIPI may be referred to herein as a
"Party" or, collectively, as "Parties".

WHEREAS, 3DP is engaged in discovery research for a variety of biologically
active compounds and the development of technologies to facilitate such
research, and 3DP has patented systems for generating chemical compounds having
desired pharmaceutical properties;

WHEREAS, BIPI is engaged in research and development of human therapeutic
products;

WHEREAS, 3DP and BIPI desire to enter into a research and development
collaboration to identify qualified lead compounds active against selected
targets and suitable for medicinal chemistry optimization that may be developed
and commercialized by BIPI;

NOW, THEREFORE, in consideration of the various promises and undertakings set
forth herein, the Parties agree as follows:

1.   DEFINITIONS

Unless otherwise specifically provided herein, the following terms shall have
the following meanings, and may be used in the singular or plural, as indicated
by their context:

     1.1  "Active Compound" means a Qualified Lead Compound or a compound
          derived from a Qualified Lead Compound that has been formally selected
          by BIPI after recommendation by the Research Steering Committee for
          preclinical development as evidenced by initiation of a BIPI supported
          range finding toxicology study to be performed by the BIPI Toxicology
          Department or its designate.

     1.2  "Affiliate" of a Party means: (a) any corporation owning or directly
          or indirectly controlling at least fifty percent (50%) of the stock
          normally entitled to vote for election of directors of a party, and
          (b) any corporation owned or directly or indirectly controlled by a
          party, or by a corporation defined by subparagraph (a) above, through
          ownership of at least fifty percent (50%) of stock normally entitled
          to vote for election of directors.

     1.3  "Agreement" shall mean the present agreement including its appendices.

     1.4  "Confidential Information" means all information that has or could
          have commercial value or other utility In a Party's business, or the
          unauthorized disclosure of which could be detrimental to the Party's
          interests, including confidential information, inventions, know-how,
          data and materials relating to the Research Program or to the Licensed
          Products, and shall include without limitation research, technical,
          clinical development, manufacturing, marketing, financial, personnel
          and other business information and plans, whether in oral, written,
          graphic or electronic form.

     1.5  "Custom Accessible Libraries" means any DirectedDiversity(R) Chemical
          Library produced using 3DP DirectedDiversity(R) Technology and
          structure activity data provided by BIPI.

     1.6  "DirectedDiversity(R) Chemical Library" means a computer-generated
          library of compounds containing integrated structure-activity and
          synthesis data.

     1.7  "Effective Date" means the effective date of this Agreement as set
          forth in the first paragraph hereof.

     1.8  "Field" means human therapeutic and diagnostic uses of Qualified Lead
          Compounds or Active Compounds against Targets.

     1.9  "Licensed Product" means any commercial product containing an Active
          Compound.

     1.10 "Net Sales" means the gross invoiced sales price charged to third
          parties for all Licensed Products sold by BIPI and its Affiliates
          after deduction of the following items: (a) customary trade, quantity
          and case discounts, wholesaler-charge backs, or rebates (including
          rebates to governmental agencies); provided that such discounts,
          charge backs and rebates are not applied disproportionately with
          respect to particular products sold; (b) customary credits or
          allowances for rejection or return of previously sold Licensed
          Products; (c) any direct tax or government charge (other than an
          income tax) levied on the sale, transportation or delivery of a
          Licensed Product and borne by the seller thereof; and (d) any charge
          for freight or insurance if separately stated.

          Combination Products: Where Product is sold in the form of a
          combination product containing one or more active ingredients in
          addition to an Active Compound, Net Sales for such Combination Product
          will be calculated by multiplying actual Net Sales of such combination
          Product by the fraction A/(A+B) where A is the net invoice price of
          Product to an end use customer containing such Active Compound, if
          sold separately, and B is the net invoice price of a product to an end
          use customer containing any other component or components in the
          combination, if sold separately. If, on a country-by-country basis,
          the other active component or components in the combination are not
          sold separately in said country, Net Sales for the purpose of
          determining royalties on the Combination Product shall be calculated
          by multiplying actual Net Sales of

          such Combination Product by the fraction A/C where A is the invoice
          price of Product containing the Active Compound, if sold separately,
          and C is the invoice price of the Combination Product. If, on a
          country-by-country basis, neither the Product nor the other active
          component or components of the Combination Product is sold separately
          in said country, Net Sales for the purposes of determining royalties
          of the combination Product shall be reasonably allocated between the
          Product and the other active components based upon their relative
          value as determined by the Parties hereto in good faith.

     1.11 "Patents" means all U.S. patent applications or issued patents,
          including provisionals, divisionals, continuations, continuations-in-
          part, reissues and extensions derived therefrom, such as patent term
          restorations, supplementary protection certificates, etc., as well as
          all foreign patents and foreign patent counterparts to the foregoing.

     1.12 "Qualified Lead Compound" means a chemical compound produced in the
          course of the Program that satisfies criteria established by the
          Research Steering Committee. A "3DP Qualified Lead Compound" means a
          Qualified Lead Compound that is generated from a 3DP Accessible
          Library. A "BIPI Qualified Lead Compound" means a Qualified Lead
          Compound that is generated from a Custom Accessible Library.

     1.13 "Research Program" means the collaborative discovery and optimization
          activities of the Parties, as described in Article 2, that are
          intended to lead to the discovery of Active Compounds that have an
          agreed upon level of activity against a Target and are suitable for
          pre-clinical and commercial development by BIPI.

     1.14 "Research Program Patents" shall mean those Patents that claim
          discoveries or inventions made as a result of the Research Program and
          for a time period starting at the Effective Date through a period of
          one year following the termination of the Research Program, regardless
          of their ownership.

     1.15 "Research Steering Committee" or "RSC" means the committee to be
          formed pursuant to Article 3 of this Agreement.

     1.16 "Target" means a protein, to be selected by the Senior Vice President
          of R&D at BIPI, against which Qualified Lead Compounds and Active
          Compounds are to be developed. Notwithstanding the above, 3DP may
          reject a Target proposed by the Senior Vice President of R&D under the
          following circumstances: (a) 3DP has entered into a contractual
          relationship with a third party regarding the proposed Target or a
          substantially similar Target; (b) other reasonable legal grounds; or
          (c) 3DP has already selected the proposed Target or a substantially
          similar Target for its internal research and development program as
          may reasonably be demonstrated by 3DP.

     1.17 "Territory" means the entire world."3DP Accessible Libraries" means
          any DirectedDiversity(R) Chemical Library that is generated by 3DP
          outside of the Research Program.

     1.18 "3DP DirectedDiversity(R) Technology" means 3DP Patents and know-how
          in effect at the time of the Effective Date of this Agreement that
          relate to generating and utilizing a DirectedDiversity(R) Chemical
          Library, including but not limited to U.S. Patent Nos. 5,463,564,
          5,574,656, 5,684,711 and 5,901,069. This term also includes any
          discoveries, improvements, inventions and modifications made during
          the Research Program to the extent that they relate to 3DP
          DirectedDiversity(R) Technology. This term does not include the SAR
          models as described in Article 2 of this Agreement.

     1.19 "3DP Patents" means any Patents owned or controlled by 3DP other than
          Research Program Patents.

     1.20 "Valid Claim" means a claim of a Patent that has not lapsed or become
          abandoned or been declared invalid or unenforceable by a court or
          agency of competent jurisdiction from which no appeal can be or has
          been taken.

2.  RESEARCH PROGRAM

     2.1  General Project Description. The Parties contemplate that the Research
          Program will include the following steps and activities:

          (a)  BIPI will furnish to 3DP the structure and activity data on
               chemical compounds screened against a Target that BIPI feels are
               necessary for analysis of a Structure Activity Relationship
               ("SAR").

          (b)  3DP will use its DirectedDiversity(R) Technology to compute a
               chemical descriptor matrix to describe and map the compounds for
               which BIPI provides data. 3DP also will develop an SAR model
               based on this descriptor matrix for hits.

          (c)  3DP will compare the SAR model with compounds in 3DP Accessible
               Libraries, 3DP will identify [**] compounds to be synthesized by
               3DP and supplied to BIPI for testing. 3DP will supply between
               [**] milligrams of each such compound in 96 deep well plates
               (about 80 compounds per plate). These compounds will meet a
               minimum purity of 80% (resolved LCMSA/NMR) for 80% of the
               compounds provided. Upon request of BIPI, 3DP will provide
               additional quality control for individual compounds.

          (d)  3DP will provide BIPI with a secure internet based communication
               channel to provide activity or other compound related data to
               3DP.

**Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

          (e)  3DP will develop an improved SAR model based on the testing data
               provided by BIPI. This improved SAR will be used to perform
               iterative rounds of selection and synthesis of compounds from 3DP
               Accessible Libraries, and/or to develop Custom Libraries from
               which compounds will be selected and synthesized, and/or to
               perform medicinal chemistry optimization and synthesis. Such
               compounds will be supplied to BIPI for additional testing in
               furtherance of the Research Program.

     2.2  Development of Active Compounds. BIPI will conduct the preclinical and
          clinical tests as it deems appropriate for the commercial development
          in the Field of Active Compounds.

     2.3  Initial Term and Extension of Research Program. The initial term of
          the Research Program shall be two (2) years. BIPI may extend this
          Agreement on an annual basis by notifying 3DP in writing at least
          sixty (60) days prior to the end of the initial two (2) year term or
          any extended one-year term then in effect.

     2.4  Additional and Alternative Targets. BIPI, through the Research
          Steering Committee, shall have the option to bring forward a total of
          up to five (5) Targets at any one time or to change Targets upon
          thirty (30) days advance written notice to 3DP.

3.  RESEARCH PROGRAM GOVERNANCE

     3.1  Research Steering Committee. 3DP and BIPI agree to establish a
          Research Steering Committee of seven (7) people. BIPI shall designate
          four (4) members and 3DP shall designate three (3) members, each
          selected by their respective R&D management to form this Research
          Steering Committee. The Research Steering Committee shall be
          responsible for:

          (a)  Adopting, reviewing and amending the research plan to implement
               the Research Program, subject to the approval of the Vice
               President of Research at BIPI.

          (b)  Monitoring the progress of research in the Research Program.

          (c)  Reviewing initial Target and any subsequent Target selection.

          (d)  Recommending to the Vice President of Research at BIPI
               designation of a compound as an Active Compound.

          (e)  Reviewing and approving publications and other public disclosures
               related to the subject matter of the Research Program subject to
               the approval of the Vice President of Research at BIPI.

     3.2  Management of Matters Outside the Jurisdiction of the Research
          Steering Committee. Matters outside the scope of the Research Program
          and internal to each Party are not under the purview of the Research
          Steering Committee. Such matters include, but are not limited to the
          following: internal personnel policies and programs, budgeting,
          finance, commercial and marketing strategies, and business decisions.
          However, the Parties agree to communicate with each other promptly on
          those matters which, while outside the scope of the Research Program,
          nevertheless may reasonably be expected to influence the conduct or
          term of the Research Program or the intended commercialization of
          Active Compounds. Furthermore the RSC does not have responsibility for
          or the authorization to choose the number of FTEs assigned to the
          Research Program as set forth in Section 4.1 (b).

4.  FINANCIAL TERMS

     4.1  Technology Access and FTE Reimbursement Fees.

          (a) BIPI agrees to pay a nonrefundable technology access fee of [**]
              due within thirty (30) days of the Effective Date of this
              Agreement.

          (b) BIPI agrees to pay 3DP in advance, on a calendar quarterly
              basis, for the staff allocated by 3DP for the services to be
              provided under this Agreement. These services will be
              compensated by BIPI at a rate equivalent to the support for [**]
              Full Time Equivalents ("FTEs"). The quarterly payment for the
              initial term of the Research Program shall be [**]. Depending on
              the total number of Targets designated and the number of 3DP
              FTEs reasonably necessary to meet the objectives of this
              Agreement, BIPI and 3DP shall negotiate in good faith to provide
              additional compensation to 3DP in a form to be agreed upon by
              the Parties, such as a lump sum payment or support by BIPI for
              additional FTEs.

     4.2  Extended Term Fees. The level of reimbursement for FTEs in an extended
          term shall be negotiated in good faith by the Parties, and shall at
          least reflect an increase to the FTE support level of Section 4.1 (b)
          based on increases in the cost of living.

     4.3  Early Termination Fees. If BIPI terminates this Agreement prior to the
          end of the initial term or any extended term pursuant to Section 9.2,
          it agrees to pay the lesser of a termination fee of [**] or the
          remaining FTE reimbursement obligation for that term. No termination
          fee is due if BIPI terminates the Agreement as set forth in any of
          Sections 9.3 (a), 9.4 (a) or 9.6.

     4.4  Milestone Payments for Designation of Qualified Lead Compounds.  BIPI
          agrees to make milestone payments as set forth below:

          (a) [**] upon the selection by BIPI, pursuant to Section 1.1, of
              each Active Compound against a designated Target. This milestone
              payment will be paid for [**].

          (b) [**] upon the filing of the [**] Investigational New Drug
              Application (or its non-U.S. counterpart) for each Active
              Compound against a designated Target. This milestone payment
              will be paid for [**].

          (c) [**] upon the initiation of the [**] Phase II clinical trial (or
              its equivalent or non-U.S. counterpart) for each Active Compound
              against a designated Target. This milestone payment will be paid
              for [**].

          (d) [**] upon the initiation of the [**] Phase III clinical trial
              (or its equivalent or non-U.S. counterpart) for each Active
              Compound against a designated Target. This milestone payment
              will be paid for [**].

          (e) [**] upon the filing of the [**] New Drug Application (or its
              equivalent or non-U.S. counterpart) for each Active Compound
              against a designated Target. This milestone payment will be paid
              for [**].

          (f) [**] upon the [**] approval of a New Drug Application (or its
              equivalent or non-U.S. counterpart) for each Active Compound
              against a designated Target. This milestone payment will be paid
              for [**].

**Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

     4.5  Royalty on Net Sales of 3DP-Identified Active Compounds. BIPI agrees
          to pay a royalty based on Net Sales of any BIPI Qualified Lead
          Compounds and 3DP Qualified Lead Compounds that qualify as an Active
          Compound and that are developed by BIPI. The royalty rate on Net Sales
          of such compounds that are developed by BIPI without additional
          chemical optimization by BIPI shall be negotiated by the parties in
          good faith within ninety (90) days of the filing of a New Drug
          Application (or its equivalent or non-U.S. counterpart) and shall be
          between [**]. The royalty rate on Net Sales of such compounds that are
          developed by BIPI with additional chemical optimization by BIPI shall
          be negotiated by the parties in good faith within ninety (90) days of
          the filing of a New Drug Application (or its equivalent or non-U.S.
          counterpart) and shall be between [**].

     4.6  Mode of Payment.  All payments to 3DP hereunder shall be made by wire
          transfer of United States Dollars in the requisite amount to such bank
          account as 3DP may from time to time designate by notice to BIPI.
          Payments shall be free and clear of any taxes (other than withholding
          and other taxes imposed on 3DP), fees or charges, to the extent
          applicable. As to the royalty payments, the amount of net sales shall
          be converted into U.S. Dollars, by applying the buying rate for the
          applicable day of conversion as published by Wall Street Journal on
          the last business day of applicable payment period.

     4.7  Records Retention. With respect to any products for which royalties
          are due pursuant to Section 4.6, BIPI and its Affiliates and any
          sublicensees shall keep records, for two (2) years, of such sales in
          sufficient detail to confirm the accuracy of the royalty calculations
          hereunder. At the request of 3DP, BIPI shall permit an independent
          certified accountant appointed by 3DP, at reasonable times and upon
          reasonable notice, to examine these records solely to the extent
          necessary to verify such calculations. Such investigation shall be at
          the expense of 3DP unless it reveals a discrepancy in BIPI's favor of
          more than ten per cent (10%), in which event it shall be at BIPI's
          expense.

     4.8  Taxes. The Party receiving royalties and other payments under this
          Agreement shall pay any and all taxes levied on account of such
          payment. If any taxes are required to be withheld by the paying Party,
          it shall: (a) deduct such taxes from the remitting payment, (b) timely
          pay the taxes to the proper taxing authority, and (c) send proof of
          payment to the other Party and certify its receipt by the taxing
          authority within sixty (60) days following such payment.

5.   OWNERSHIP AND LICENSE OF RIGHTS

     5.1  Ownership of 3DP Accessible Libraries and 3DP Patents. 3DP shall own
          all 3DP Accessible Libraries. However, in case a Qualified Lead
          Compound, Active Compound or Licensed Product resulting from the
          Research Program, or a method for making or using such a Qualified
          Lead Compound, Active Compound or Licensed Product is covered by a
          patent or patent application of 3DP based on research outside of the
          Research Program, 3DP hereby grants to BIPI a fully paid up,
          worldwide, exclusive license, including the right to sublicense, in
          the Field under such patent to make, have made, use, sell, have sold,
          import and have imported Licensed Products, provided that 3DP is not
          contractually prohibited from granting such an exclusive license.

**Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.

     5.2  Ownership of Custom Accessible Library Compounds. BIPI shall own
          Custom Accessible Libraries and the compounds they contain that are
          produced in the course of the Research Program. However, BIPI agrees
          to grant 3DP a license in order to use chemical processes developed
          for the synthesis of Custom Accessible Library compounds for 3DP
          discovery programs. Notwithstanding the above, 3DP is not licensed to
          produce Active Compounds, nor structurally related compounds to be
          tested against Targets.

     5.3  License to 3DP Outside of the Field.  After a period of five (5) years
          following the termination of the Research Program, BIPI agrees to
          negotiate in good faith to grant to 3DP a license to commercialize
          Qualified Lead Compounds, Active Compounds and Licensed Products
          outside of the Field under any applicable Research Program Patents
          owned or controlled by BIPI.

     5.4  Use of Compounds After Termination of the Research Program. After a
          period of five (5) years following termination of the Research
          Program, BIPI agrees to grant to 3DP a fully paid up, worldwide, non-
          exclusive license, including the right to sublicense, such that 3DP
          shall be able to conduct research and enter into relationships with
          third parties involving all compounds synthesized during and as a
          result of the Research Program that are not developed or under
          development by BIPI and all chemical processes developed for the
          synthesis of Custom Accessible Libraries. The license grant does not
          extend to BIPI patents filed after the termination of this Agreement.

     5.5  License Under All 3DP Research Program Patents. Subject to the
          provisions of Section 4.5, 3DP grants to BIPI a royalty-free, non-
          exclusive license in the Field under all Research Program Patents
          owned by 3DP to the extent such patents cover making, using, selling,
          offering for sale or importing a Qualified Lead Compound, an Active
          Compound or a Licensed Product.

6.   CONFIDENTIAL INFORMATION

     6.1  Confidentiality Obligations. The Parties agree that, for the term of
          this Agreement and for ten (10) years thereafter, the "Receiving
          Party" shall keep completely confidential and shall not publish or
          otherwise disclose and shall not use for any purpose (except as
          expressly permitted hereunder or set forth in Section 3.1 (d)) any
          Confidential Information furnished to it by the "Disclosing Party"
          pursuant to this Agreement (including without limitation, know-how),
          except to the extent that it can be established by the Receiving Party
          that such Confidential Information:

          (a)  was already known to the Receiving Party, other than under an
               obligation of confidentiality from the Disclosing Party at the
               time of disclosure;

          (b)  was generally available to the public or otherwise part of the
               public domain at the time of its disclosure to the Receiving
               Party;

          (c)  became generally available to the public or otherwise part of the
               public domain after its disclosure and other than through any act
               or omission of the Receiving Party in breach of this Agreement;

          (d)  was subsequently lawfully disclosed to the Receiving Party by a
               third party; or

          (e)  disclosure was compelled by governmental administrative agency or
               judicial requirements, provided, however, that the Receiving
               Party shall first have given advance notice to the Disclosing
               Party so as to permit the Disclosing Party to attempt to obtain a
               protective order or other appropriate remedy.

     6.2  Written Assurances. Each Party shall inform its employees and
          consultants who perform substantial work on the Research Program, of
          the obligations of confidentiality specified in Section 6.1 and all
          such persons shall be bound by the terms of confidentiality set forth
          therein. All employees and consultants who are inventors on any
          patents arising under work carried out under the Research Program
          shall assign to such Party or Parties all inventions made by such
          persons during the course of performing the Research Program. Each
          Party may disclose the other's Confidential Information to the extent
          such disclosure is reasonably necessary in filing or prosecuting
          patent applications, prosecuting or defending litigation, complying
          with applicable governmental regulations, making a permitted
          sublicense of its rights hereunder or otherwise in performing its
          obligations or exercising its rights hereunder, provided that if a
          Party is required to make any such disclosure of another Party's
          secret or Confidential Information it will give at least thirty (30)
          day written, advance notice to the latter Party of such disclosure
          requirement and, to the extent such disclosure is not required by law,
          shall provide the Party whose information is being disclosed, an
          opportunity to identify Confidential Information that shall not be
          disclosed.

     6.3  Permitted Disclosures for Business Development Purposes.
          Notwithstanding the foregoing, or any other provision in this
          Agreement to the contrary, 3DP may describe the financial terms of
          this Agreement in confidence, in connection with capital raising or
          due diligence activities. Furthermore, BIPI acknowledges that 3DP may
          be obligated to disclose terms of this Agreement and make public a
          copy of this Agreement in the event it becomes a public company as
          required by applicable U.S. law.

7.   PATENTS AND INTELLECTUAL PROPERTY

     7.1  Title to Patents. Subject to the other provisions of this Agreement,
          all Research Program Patents shall be owned by BIPI, to the extent
          that they claim: (a) Custom Accessible Libraries or other small
          molecules synthesized by 3DP under the Research Program; (b) Qualified
          Lead Compounds; (c) Active Compounds; or (d) Licensed Products. All
          Research Program Patents shall be owned by 3DP to the extent that they
          claim 3DP DirectedDiversity(R) Technology. All other Research

          Program Patents shall be individually or jointly owned, depending on
          the relative inventive contributions of each Party.

     7.2  Filing of Patent Applications and Expenses.

          (a)  BIPI has the right but not the obligation to pursue and maintain
               Research Program Patents that it owns, at its own cost. 3DP has
               the right but not the obligation to pursue and maintain Research
               Program Patents that it owns, at its own cost.

          (b)  Where there is co-ownership of any Research Program Patents, the
               Parties will decide who is in the best position to file and
               pursue patent applications, and shall regularly provide each
               other with copies of all filings and other material submissions
               and correspondence with the patent offices, in sufficient time to
               allow for review and comment. The costs of prosecuting and
               maintaining patent applications that are jointly owned shall be
               shared equally by the Parties.

     7.3  Enforcement of Patents.

          (a)  If either Party considers that a Valid Claim of any of the
               Research Program Patents claiming the manufacture, use or sale of
               a Licensed Product is being infringed by a third party, it shall
               notify the other Party and provide it with any evidence of such
               infringement which is reasonably available. BIPI shall have the
               right but not the obligation, at its own expense, to attempt to
               remove such infringement by commercially appropriate steps,
               including a lawsuit. If required by law, 3DP shall join such suit
               as a party, at BIPI's expense. In the event BIPI fails to take
               commercially appropriate steps with respect to such infringement
               within six (6) months following notice of such infringement, 3DP
               shall have the right to do so at its expense, provided that BIPI
               shall not be required to enforce such Research Program Patents
               against more than one entity or in more than one country at any
               one time. If 3DP enforces such Research Program Patents, BIPI
               agrees to join any suit as a party if required by law.

          (b)  Any amounts recovered by BIPI pursuant to subsection (a), above,
               whether by settlement or judgment shall be reported as Net Sales
               for the purpose of calculating any applicable royalties to 3DP,
               after deduction of BIPI's expenses in making such recovery. Any
               amounts recovered by 3DP shall be retained by 3DP.

          (c)  The Parties agree to discuss whatever steps may be appropriate to
               enforce Research Program Patents to the extent that they
               encompass the manufacture, use or sale of Active Compounds and
               Licensed Products outside of the Field.

          (d)  The Party not enforcing the Research Program Patents pursuant to
               subsection (a), above, shall provide reasonable assistance to the
               other Party, including providing access to relevant documents and
               other evidence and making its employees available, subject to the
               enforcing Party's reimbursement of any out-of-pocket expenses
               incurred by the other Party.

          (e)  If either Party considers that a Valid Claim of any of the
               jointly owned Research Program Patents other than those Research
               Program Patents covered by subsection (a), above, is being
               infringed by a third party, it shall notify the other Party and
               provide it with any evidence of such infringement which is
               reasonably available. The Parties agree to discuss in good faith
               the enforcement of any such jointly owned Research Program
               Patents. If such Patents are enforced by either Party, the Party
               not enforcing such Research Program Patents shall provide
               reasonable assistance to the other Party, including providing
               access to relevant documents and other evidence and making its
               employees available, subject to the enforcing Party's
               reimbursement of any out-of-pocket expenses incurred by the other
               Party.

     7.4  Third Party Patent Rights.  If any warning letter or other notice of
          infringement is received by a Party, or action, suit or proceeding is
          brought against a Party alleging infringement of a patent of any third
          party in the manufacture, use or sale of an Active Compound or
          Licensed Product or in the conduct of the Research Program, the
          Parties shall promptly discuss and decide the best way to respond.

8.   INDEMNIFICATION

     8.1  Indemnification by BIPI. BIPI shall indemnify, defend and hold 3DP and
          its agents, employees and directors (the "3DP Indemnitees") harmless
          from and against any and all liability, damage, loss, cost or expense
          (including reasonable attorneys' fees) arising out of third party
          claims or suits related to (a) BIPI's performance of its obligations
          under this Agreement; or (b) the manufacture, use or sale of Licensed
          Products by BIPI and its Affiliates, sublicensees, distributors and
          agents, except to the extent such claims or suits result from the
          breach of any of the provisions of this Agreement, negligence or
          willful misconduct of the 3DP Indemnitees. Upon the assertion of any
          such claim or suit, the 3DP Indemnitees shall promptly notify BIPI
          thereof and BIPI shall appoint counsel reasonably acceptable to the
          3DP Indemnitees to represent the 3DP Indemnitees with respect to any
          claim or suit for which indemnification is sought. The 3DP Indemnities
          shall not settle any such claim or suit without the prior written
          consent of BIPI, unless they shall have first waived their rights to
          indemnification hereunder.

     8.2  Indemnification By 3DP. 3DP shall indemnify, defend and hold BIPI and
          its agents, employees and directors (the "BIPI Indemnitees") harmless
          from and

          against any and all liability, damage, loss, cost or expense
          (including reasonable attorneys' fees) arising out of third party
          claims or suits related to (a) 3DP's performance to its obligations
          under this Agreement or (b) the manufacture, use, or sale of Licensed
          Products by 3DP and its Affiliates sublicensees, distributors and
          agents except to the extent that such claims or suits result from the
          breach of any of the provisions of this Agreement, negligence or
          willful misconduct of the BIPI Indemnitees. Upon the assertion of any
          such claim or suit, the BIPI Indemnitees shall promptly notify 3DP
          thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP
          Indemnitees to represent the BIPI Indemnitees with respect to any
          claim or suit for which indemnification is sought. The BIPI
          Indemnitees shall not settle any such claim or suit without the prior
          written consent of 3DP, unless they shall have first waived their
          rights to indemnification hereunder.

9.   TERM AND TERMINATION

     9.1  Term. This Agreement shall commence upon the Effective Date. The term
          of the Research Program shall be two (2) years and may be extended as
          provided herein. This Agreement otherwise shall terminate upon
          expiration of the last Research Program Patent owned by BIPI that
          encompasses Active Compounds or Licensed Products.

     9.2  Termination. BIP1 may terminate the Research Program upon thirty (30)
          days advance written notice during the initial or any extended term.
          However, termination fees may be due as provided in Section 4.3.

     9.3  Breach

          (a)  Failure by a Party to comply with any of the material obligations
               contained herein shall entitle the Party not in default to give
               notice to have the default cured. If such default is not cured
               within sixty (60) days after the receipt of such notice, or
               diligent steps not taken to cure if by its nature such default
               could not be cured within sixty (60) days, the Party not in
               default shall be entitled, without prejudice to any of its other
               rights conferred on it by this Agreement, and in addition to any
               other remedies available to it by law or in equity, to terminate
               this Agreement, provided, however, that such right to terminate
               shall be stayed in the event that during such sixty (60) day
               period, the Party alleged to have been in default shall have: (i)
               initiated arbitration in accordance with Section 12.9, below,
               with respect to the alleged default, and (ii) diligently and in
               good faith cooperated in the prompt resolution of such
               arbitration proceedings.

          (b)  The right of a Party to terminate this Agreement, as hereinabove
               provided, shall not be affected in any way by its waiver or
               failure to take action with respect to any prior default.

     9.4  Insolvency or Bankruptcy.

          (a)  Either Party may, in addition to any other remedies available by
               law or in equity, terminate this Agreement by written notice to
               the other Party in the event the latter Party shall have become
               insolvent or bankrupt, or shall have an assignment for the
               benefit of its creditors, or there shall have been appointed a
               trustee or receiver of the other Party or for all or a
               substantial part of its property or any case or proceeding shall
               have been commenced or other action taken by or against the other
               Party in bankruptcy or seeking reorganization, liquidation,
               dissolution, winding-up, arrangement or readjustment of its debts
               or any other relief under any bankruptcy, insolvency,
               reorganization or other similar act or law of any jurisdiction
               now or hereafter in effect, or there shall have been issued a
               warrant of attachment, execution, distraint or similar process
               against any substantial part of the property of the other Party,
               and any such event shall have continued for ninety (90) days
               undismissed, unbonded and undischarged.

          (b)  All rights and licenses granted under or pursuant to this
               Agreement by BIPI or 3DP are, and shall otherwise be deemed to
               be, for purposes of Section 365(n) of the U.S. Bankruptcy Code,
               licenses of right to "Intellectual property" as defined under
               Section 101 of the U.S. Bankruptcy Code. The Parties agree that
               the Parties as licensees of such rights under this Agreement,
               shall retain and may fully exercise all of their rights and
               elections under the U.S. Bankruptcy Code. The Parties further
               agree that, in the event of the commencement of a bankruptcy
               proceeding by or against either Parties under the U.S. Bankruptcy
               Code, the Parties hereto which is not a party to such proceeding
               shall be entitled to a complete duplicate of (or complete access
               to, as appropriate) any such intellectual property and all
               embodiments of such intellectual property, and same, if not
               already in their possession, shall be promptly delivered to them
               (i) upon any such commencement of a bankruptcy proceeding upon
               their written request therefor, unless the Party subject to such
               proceedings elects to continue to perform all of their
               obligations under this Agreement or (ii) if not delivered under
               (i) above, upon the rejection of this Agreement by or on behalf
               of the Party subject to such proceeding upon written request
               therefor by a nonsubject Party.

     9.5  Consequences of Termination.  Upon termination or expiration of the
          Research Program portion of this Agreement, each Party shall promptly
          return all relevant records and materials in its possession or control
          containing the other Party's Confidential Information and to which the
          former Party does not retain rights hereunder.

     9.6  Change of Control or Ownership. BIPI shall have the right to terminate
          this Agreement if 3DP is acquired, merges with or otherwise combines
          with a company not a party to this Agreement. Termination under this
          clause does not require termination fee payments as set forth in
          Section 4.3. However, before

          terminating the Agreement pursuant to this Section, BIPI shall
          reasonably consider alternative steps as provided in Section 12.12.

10.  REGULATORY RESPONSIBILITIES

     10.1 Regulatory Approvals. BIPI shall be responsible for all regulatory
          filings and related submissions that are made in connection with the
          commercialization of Licensed Products and shall do at BIPI's sole
          discretion and expense.

11.  REPRESENTATIONS AND WARRANTIES

     11.1 Authority. Each Party represents and warrants that it has the full
          right, power and authority to execute, deliver and perform this
          Agreement.

     11.2 No Conflicts. Each Party represents and warrants that the execution,
          delivery and performance of this Agreement does not conflict with, or
          constitute a breach or default under any of its charter or
          organizational documents, any law, order, judgment or governmental
          rule or regulation applicable to it, or any material agreement,
          contract, commitment or instrument to which it is a party.

     11.3 No Existing Third Party Rights. The Parties represent and warrant that
          their obligations under this Agreement are not encumbered by any
          rights granted by either Party to any third parties.

     11.4 Continuing Representations. The representations and warranties of each
          Party contained in this Article 11 shall survive the execution and
          delivery of this Agreement and shall remain true and correct at all
          times during the term of this Agreement with the same effect as if
          made on and as of such later date.

     11.5 No Warranty as to Commercial Success. 3DP offers no warranty that use
          of the 3DP DirectedDiversity(R) Technology under this Agreement will
          result in the discovery or the successful commercialization of a
          Licensed Product for use against the Target in the Field.

12.  MISCELLANEOUS PROVISIONS

     12.1 Accrued Rights; Surviving Obligations.

          (a)  Termination, relinquishment or expiration of this Agreement for
               any reason shall be without prejudice to any rights which shall
               have accrued to the benefit of a Party prior to such termination,
               or expiration. Such termination, relinquishment or expiration
               shall not relieve a Party from obligations which are expressly
               indicated to survive termination or expiration of this Agreement.

          (b)  Without limiting the foregoing, Sections 4.3 to 4.8 and Articles
               5, 6, 7, 8 and 12 of this Agreement shall survive the expiration
               or termination of this Agreement.

     12.2 Further Actions. Each Party agrees to execute, acknowledge and deliver
          such further instruments and to do all such other acts as may be
          necessary or appropriate in order to carry out the purposes and intent
          of this Agreement.

     12.3 Force Majeure. The failure of a Party to perform any obligation under
          this Agreement by reason of acts of God, acts of governments, riots,
          wars, strikes, accidents or deficiencies in materials or
          transportation or other causes of a similar magnitude beyond its
          control shall not be deemed to be a breach of this Agreement.

     12.4 No Trademark Rights. No right, expressed or implied, is granted by
          this Agreement to a Party to use in any manner the name or any other
          trade name or trademark of a Party in connection with the performance
          of this Agreement.

     12.5 Public Announcements. The Parties shall consult with each other and
          reach mutual written agreement before making any public announcement
          concerning this Agreement or the subject matter hereof. The Parties
          agree to coordinate the dissemination of a joint press release to
          announce the signing of this Agreement. Notwithstanding the foregoing,
          the Parties may disclose the existence and general nature of this
          Agreement. However, neither Party shall use the name of the other
          Party for promotional purposes. BIPI shall have the right to review
          all filings, to the extent that they describe the terms of this
          Agreement or the arrangements with BIPI reflected herein, prior to
          their submittal by 3DP to the SEC, including all proposed redacted
          copies of this Agreement. 3DP shall give due respect to any reasonable
          and timely request by BIPI with respect thereto, including
          confidential treatment of selected portions of this Agreement.

     12.6 Entire Agreement of the Parties; Amendments. This Agreement and the
          exhibits hereto constitute and contain the entire understanding and
          agreement of the Parties respecting the subject matter hereof and
          cancels and supersedes any all prior negotiations, correspondence,
          understandings and agreements between the Parties, whether oral or
          written, regarding such subject matter. No waiver, modification or
          amendment of any provision of this Agreement shall be valid or
          effective unless made in writing and signed by a duly authorized
          officer of each Party. Notwithstanding the above, the "Bilateral
          Confidential Disclosure Agreement" executed on February 12, 1999 shall
          remain with full force and effect.

     12.7 Captions. The captions to this Agreement are for convenience only, and
          are to be of no force or effect in construing or interpreting any of
          the provisions of this Agreement.

     12.8  Applicable Law. This Agreement shall be governed by and interpreted
           in accordance with the laws of the State of Delaware without
           reference to its conflicts of law provisions.

     12.9  Disputes. Either Party may give the other Party written notice of a
           dispute not resolved in the normal course of business. Upon such
           notice, the Parties shall attempt in good faith to resolve any
           dispute arising out of or relating to this Agreement promptly by
           negotiation between executives who have the authority to settle the
           controversy and who are at a higher level of management than the
           persons with direct responsibility for administration of this
           Agreement. If the matter has not been resolved by these persons
           within thirty (30) days of a disputing party's notice, either Party
           may initiate mediation as provided herein. If the dispute has not
           been resolved by negotiation, the Parties shall endeavor to settle
           the dispute by mediation under the Center for Public Resources
           ("CPR") Model Procedure for Mediation of Business Disputes in effect
           on the Effective Date of this Agreement. Unless the Parties agree
           otherwise, a neutral mediator will be selected from a CPR Panel of
           Neutrals, with the assistance of CPR or, if the Parties agree, from
           the American Intellectual Property Law Association (AIPLA) Panel of
           Mediators.

     12.10 Notices and Deliveries. Any notice, request, delivery, approval or
           consent required or permitted to be given under this Agreement shall
           be in writing and shall be deemed to have been sufficiently given
           when it is received, whether delivered in person, transmitted by
           facsimile with contemporaneous confirmation of delivery by registered
           letter (or its equivalent) or delivery by certified overnight courier
           service, to the Party to which it is directed at its address shown
           below or such other address as such Party shall have last given by
           notice to the other Parties.

           If to BIPI:

           Boehringer Ingelheim Pharmaceuticals, Inc.
           900 Ridgebury Road
           P.O. Box 368
           Danbury, CT 06877-0368

           Attention: Senior Vice President, Research & Development

           with a copy to:

           Attention: Vice President, General Counsel

           If to 3DP:

           3-Dimensional Pharmaceuticals, Inc.

           Eagleview Corporate Center
           665 Stockton Drive, Suite 104
           Exton, PA 19341

           Attention: CEO

           with a copy to:

           Morgan, Lewis & Bockius LLP
           1701 Market Street
           Philadelphia, PA 19103-2921

           Attention: David R. King, Esq.

     12.11 No Consequential Damages. IN NO EVENT SHAI.L EITHER PARTY NOR ANY OF
           ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
           AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
           DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT
           LIABILITY OR OTHERWISE, including, but not limited to, loss of
           profits or revenue, or claims of customers of any of them or other
           third parties for such or other damages.

     12.12 Assignment. This Agreement may be assigned by either Party in
           connection with the sale or transfer of substantially all of its
           assets that relate to this Agreement. If 3DP acquires, is acquired
           by, merges with or otherwise combines with a company that has
           substantial activities related to Targets and is a competitor of
           BIPI, BIPI may require 3DP to take reasonable actions necessary to
           ensure that any of BIPI's Confidential Information, trade secrets or
           proprietary information is not disclosed to personnel within such
           company directly involved in such competitive activities.

     12.13 Independent Contractors. Both Parties are independent contractors
           under this Agreement. Nothing contained in this Agreement is intended
           nor is to be construed so as to constitute 3DP or BIPI as partners or
           joint ventures with respect to this Agreement. Neither Party shall
           have any express or implied right or authority to assume or create
           any obligations on behalf of or in the name of the other Party or to
           bind the other Party to any other contract, agreement, or undertaking
           with any Third Party.

     12.14 Advice of Counsel. BIPI and 3DP have each consulted with counsel of
           their choice regarding this Agreement, and each acknowledges and
           agrees that this

           Agreement shall not be deemed to have been drafted by one party or
           another and will be construed accordingly.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized officers as of the day and year first above
written, each copy of which shall for all purposes be deemed to be an original.

3 DIMENSIONAL                              BOEHRINGER INGELHEIM
PHARMACEUTICALS, INC.                      PHARMACEUTICALS, INC.

By:  /s/ David C. U'Prichard               By:  /s/ Prof. Dr. Peter Mueller
   ------------------------------------       ----------------------------------
Name: David C. U'Prichard, Ph.D.           Name: Prof. Dr. Peter Mueller
Title:CEO                                  Title:Sr. Vice President
                                                 Research & Development

 

Basic Info X:

Name: COLLABORATIVE DISCOVERY AND LEAD OPTIMIZATION AGREEMENT
Type: Collaborative Discovery and Lead Optimization Agreement
Date: July 28, 2000
Company: 3 DIMENSIONAL PHARMACEUTICALS INC
State: Delaware

Other info:

Date:

  • December 17 , 1999
  • February 12 , 1999

Organization:

  • 3-Dimensional Pharmaceuticals , Inc.
  • BIPI Toxicology Department
  • Senior Vice President of R & D
  • DirectedDiversity R Chemical Library
  • General Project Description
  • Development of Active Compounds
  • Field of Active Compounds
  • Extension of Research Program
  • GOVERNANCE 3.1 Research Steering Committee
  • Vice President of Research
  • 3.2 Management of Matters Outside the Jurisdiction of the Research Steering Committee
  • Milestone Payments for Designation of Qualified Lead Compounds
  • United States Dollars
  • Custom Accessible Library Compounds
  • Compounds After Termination of the Research Program
  • License Under All 3DP Research Program Patents
  • Permitted Disclosures for Business Development Purposes
  • Enforcement of Patents
  • Third Party Patent Rights
  • Party 's Confidential Information
  • Change of Control
  • Existing Third Party Rights
  • DirectedDiversity R Technology
  • the State of Delaware
  • Center for Public Resources
  • Mediation of Business Disputes
  • CPR Panel of Neutrals
  • American Intellectual Property Law Association AIPLA Panel of Mediators
  • Boehringer Ingelheim Pharmaceuticals , Inc.
  • Ridgebury Road P.O
  • Inc. Eagleview Corporate Center 665 Stockton Drive
  • Morgan , Lewis & Bockius LLP
  • Sr. Vice President Research & Development 18

Location:

  • Exton
  • U.S.
  • Danbury
  • CT
  • Philadelphia
  • Esq

Money:

  • ten per cent

Person:

  • Exton
  • David R. King
  • David C. U'Prichard
  • Peter Mueller

Percent:

  • fifty percent
  • 50 %
  • 80 %
  • 10 %