REQUESTED" AND/OR TWO ASTERISKS ENCLOSED IN BRACKETS (i.e., [**]). THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]
RESEARCH COLLABORATION AND
F.HOFFMANN-LA ROCHE LTD
HOFFMANN-LA ROCHE INC.
deCODE GENETICS, EHF.
Effective as of February 1, 2002
THIS RESEARCH COLLABORATION AND CROSS-LICENSE AGREEMENT ("Agreement") effective
as of February 1, 2002 ("Effective Date") is by and among Hoffmann-La Roche
Inc., a corporation duly organized and existing under the laws of the state of
New Jersey and having offices at 340 Kingsland Street, Nutley, New Jersey 07110
("Roche-Nutley") and F.Hoffmann-La Roche Ltd, a corporation duly organized and
existing under the laws of Switzerland and having offices at Grenzacherstrasse
124, CH-4070 Basel, Switzerland ("Roche-Basel"), and deCODE genetics, ehf.
(Islensk erfoagreining ehf.), a limited liability company duly organized and
existing under the laws of Iceland, having offices at Lynghalsi 1, IS-110
Reykjavik, Iceland ("deCODE").
A. deCODE has expertise in conducting research in the field of human genetics
and genomics, and wishes to establish an operation for pharmaceutical product
B. Roche-Nutley and Roche-Basel (collectively "Roche") has expertise in drug
discovery, and in developing, manufacturing and marketing pharmaceutical
C. The Parties wish to conduct collaborative research and development activities
for the purpose of discovery and development of certain pharmaceutical products.
D. The Parties recognize the importance of making the results of research into
the genetics of human diseases publicly available. They also recognize the
interest of participants in genetic studies of human disease to have the results
of such studies made publicly available. deCODE and Roche do, however, consider
it the most important interest of the participants to have the results of
genetic studies turned into methods to prevent, treat and/or diagnose diseases.
- 1 -
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements of the Parties contained in this Agreement, the Parties
agree as follows:
"Active Alliance Disease" shall mean a human disease for which the Steering
Committee is allocating FTE's pursuant to Section 7.3. Exhibit A lists the four
(4) Active Alliance Diseases as of the Effective Date (the initial Active
"Affiliate" with respect to any Party, shall mean (a) an organization at least
fifty percent (50%) of which is owned and/or controlled directly or indirectly,
by stock ownership or otherwise, by a Party, (b) an organization which directly
or indirectly owns and/or controls a Party, by stock ownership or otherwise; or
(c) an organization, the majority of which is directly owned or indirectly
common to the majority ownership of a Party. Genentech, Inc., 460 Point San
Bruno Boulevard, South San Francisco, California shall not be an Affiliate of
Roche unless Roche, in its sole discretion, notifies deCODE that Genentech shall
so be considered an Affiliate.
"Alliance Disease" shall mean an Active Alliance Disease or a Successful