Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the
information subject to the confidentiality request. Omissions are designated as ***. A complete version of this
exhibit has been filed separately with the Securities and Exchange Commission.
DRUG PFINDER(TM) AGREEMENT
AGREEMENT made this 15th day of March, 2001 between PFIZER INC, a Delaware corporation, having a
place of business at 235 East 42nd Street, New York, NY 10017 and its Affiliates, ("Pfizer") and NEOGENE
TECHNOLOGIES, INC., having a place of business at 157 Technology Drive, Irvine California 92618 and its
WHEREAS, as a result of his work at NeoGene, Dr. Olivier Civelli ("Principal Investigator") has made certain
findings as described in Exhibit A in ***, for the treatment of *** diseases ("Findings") that may be useful to
Pfizer in the construction of an assay; and
WHEREAS, Pfizer will employ those Findings in the construction of an assay useful in screening libraries of
chemical compounds for pharmaceutical utility and for other pharmaceutical research purposes; and
WHEREAS, Pfizer possesses a chemical compound library as well as facility in medical chemistry and
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the term defined in this Section 1 shall have the meaning
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.
2. PRINCIPAL INVESTIGATOR'S RESPONSIBILITY. i) Principal Investigator will deliver Findings to Pfizer
within thirty (30) days of the date first set forth above and ii) NeoGene hereby grants to Pfizer a *** license to
make and use Findings for all Pfizer research purposes other than sale or manufacture for sale of products or
processes for the term of this Agreement.
3. TERM. This Agreement