Collaborative Research Agreement
This agreement dated as of November 1, 2001 between Pfizer Inc, a Delaware corporation, having a principal
place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates ("Pfizer") and MultiCell
Technologies, Inc., having a principal place of business at 55 Access Road, Suite 700, Warwick, RI 02886
Whereas, Pfizer wishes to identify hepatocyte cell lines with bile canaliculated morphology and function and to
identify cell lines predictive of CYP enzyme induction in humans and cell lines that approximates metabolic
response of liver to glucocorticoids and to assess the functional carbohydrate metabolizing activity of such cell
Whereas, MultiCell has a library of hepatocyte cell lines and the expertise to test cell lines for morphology,
function, induction and metabolic response; and
Whereas, Pfizer wishes to engage MultiCell to test their library of hepatocyte cell lines for morphology, function,
induction and metabolic response;
Now Therefore, in consideration of the promises and mutual covenants herein, MultiCell and Pfizer agree as
1.1 "Affiliate" shall mean any corporation, firm, partnership or other entity which directly or indirectly controls, is
controlled by, or is under common control with either of the parties.
1.2 "Compound" shall mean a compound from Pfizer's chemical library and commercially available compounds
provided to MultiCell for testing in the Research Plan.
1.3 "Contract Period" means the period beginning November 1, 2001 and ending October 31, 2002.
1.4 "MultiCell Confidential Information" shall mean all information, including, but not limited to MultiCell
Materials, which is disclosed by MultiCell to Pfizer and designated "Confidential" in writing by MultiCell at the
time of disclosure to Pfizer or within thirty (30) days following disclosure to the extent that such information is not
(i) known to Pfizer as of the d