Confidential Materials omitted and filed separately with the Securities and Exchange
Commission. Asterisks denote omissions.
COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT
This COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”), effective as of this 8th day
of June, 2005 (the “Effective Date”), is made by and between Trimeris, Inc., having a principal place of business at 3500
Paramount Parkway, Morrisville, North Carolina 27560, U.S.A. (“Trimeris”), and ChemBridge Research Laboratories, Inc.
(together with its Affiliates, “CRL”), having a principal place of business at 16981 Via Tazon, Suite K, San Diego, California
WHEREAS CRL has skills, expertise and experience in the application of discovery chemistry and biology for use in
identifying small molecule modulators for drug targets, and has identified, developed, rights to and owns proprietary chemistry
and biological technologies suitable for preclinical drug discovery as high throughput biological screening assays and
WHEREAS Trimeris has identified, developed, rights to and owns proprietary biological models, assays, and materials that
have the potential to be used as the basis for drug discovery programs for Targets (as defined below) specific for Trimeris;
WHEREAS Trimeris and CRL desire to collaborate to identify Compounds (as defined below) with activity as anti-viral
agents against the Targets, with the goal of delivering Compounds with desired activity and selectivity for developing Products
(as defined below) in the Field (as defined below) with the Compounds and information which result from the Research
Collaboration (as defined below).
NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, it is
agreed by and between the Parties as follows:
TABLE OF CONTENTS
Unless the context clearly indicates otherwise, the following rules shall govern the interpretation o