EXHIBIT
10.30


 


COLLABORATIVE
RESEARCH AND LICENSE AGREEMENT


 


THIS COLLABORATIVE RESEARCH AND LICENSE
AGREEMENT (the “Agreement”) is entered into as of January 18,
2005 by and between RIGEL PHARMACEUTICALS,
INC., a Delaware corporation with its offices at 1180 Veterans
Boulevard, South San Francisco, California 94080 (“Rigel”), and PFIZER INC., a Delaware corporation with its offices at 235
East 42nd Street, New York, New York 10017 (“Pfizer”).  Rigel and Pfizer may be referred to herein
individually as a “Party” or collectively, as the “Parties.”


 


RECITALS


 


WHEREAS, Pfizer is a
pharmaceutical company engaged in the discovery, development, marketing,
manufacture and distribution of pharmaceutical products;


 


WHEREAS, Rigel is a
pharmaceutical company engaged in the discovery and development of novel
pharmaceuticals including Syk tyrosine kinase inhibitors;


 


WHEREAS, Rigel and
Pfizer desire to enter into a relationship to identify, develop and
commercialize Syk tyrosine kinase inhibitors for use in the diagnosis,
treatment or prevention of certain Allergy and Respiratory Conditions;


 


WHEREAS, Rigel is
prepared to grant Pfizer a license to allow Pfizer to commercialize products
arising from this relationship for such purposes; and


 


WHEREAS, Rigel is
separately engaged in the development of products for allergic rhinitis, and
the Parties have agreed to exclude that indication from the field of Allergy
and Respiratory Conditions for purposes of this Agreement, subject to Section 5.5;


 


NOW, THEREFORE, in
consideration of the foregoing and the covenants and promises contained in this
Agreement, the Parties agree as follows:


 


1.                                      DEFINITIONS


 


1.1                               “Acquisition
Proposal” shall mean any tender offer or exchange offer to the stockholders
of Rigel, or an offer accepted by the Board of Directors of Rigel, with respect
to a Business Combination or involving the purchase of [ * ]
or more of the outstanding Voting Stock of Rigel, or newly issued securities,
which after the issuance thereof, represent [ * ]
or more of the Voting Stock of Rigel.


 


1.2                               “Advanced
Preclinical Development” means any of the following activities: (i) the
commencement of manufacturing process scale-up of a Compound, (ii) the
selection of a solid dose formulation of a Compound, (iii) the initiation of
preclinical toxicology studies of a Compound, or (iv) the synthesis by Pfizer
or receipt by Pfizer of quantities of a Compound in excess of 200 grams as
needed to commence toxicology studies.


 










[ * ] = CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


1





















 


1.3                               “Affiliate”
means a person, corporation, partnership, or other entity that controls, is
controlled by or is under common control with a Party.  For the purposes of this Section 1.3,
the word “control” (including, with correlative meaning, the terms “controlled
by” or “under the common control with”) means the actual power, either directly
or indirectly through one or more intermediaries, to direct the management and
policies of such entity, whether by the ownership of at least fifty percent
(50%) of the voting stock of such entity, or by contract or otherwise.


 


1.4                               “Allergy
and Respiratory Conditions” means all human diseases and disorders
resulting from an allergic reaction to an antigen, or primarily involving
respiratory or pulmonary dysfunction, and shall include without limitation
asthma and chronic obstructive pulmonary disease (“COPD”), but shall
specifically exclude allergic rhinitis. 
Allergy and Respiratory Conditions shall exclude autoimmune disorders,
provided that asthma and COPD shall always be considered Allergy and Respiratory
Conditions even if the underlying basis of asthma and COPD is an autoimmune
disorder.


 


1.5                               “Business
Combination” shall mean (a) merger, consolidation, reorganization,
acquisition, liquidation, scheme or other analogous arrangement with a Third
Party in which Rigel is a constituent corporation or party and pursuant to
which Voting Stock of Rigel is or may be exchanged for cash, securities or
other property, or (b) a sale of a material portion of the assets of Rigel
representing not less than [ * ] of the
fair market value of Rigel.


 


1.6                               “Business
Day” means a day other than a Saturday, Sunday, bank or other public
holiday in the state of New York.


 


1.7                               “Change
of Control” means that
any of the following has occurred:


 


(a)                                  any Person becomes the beneficial
owner, directly or indirectly, of [ * ] or more
of the Voting Stock of Rigel; or


 


(b)                                  Rigel enters into an agreement with
any Person providing for the sale or other disposition of all or substantially
all of the assets of Rigel; or


 


(c)                                  Rigel closes an agreement with any
Person providing for a consolidation or merger of Rigel with another person or
other entity (other than with any of Rigel’s subsidiaries) that results in the
shareholders of Rigel immediately before the occurrence of the consolidation or
merger receiving only cash for their Rigel shares or securities (whether or not
in combination with cash) representing, in the aggregate, less than [ * ] of the Voting Stock of the surviving entity
immediately after consolidation or merger; or


 


(d)                                  a change in Rigel’s Board of
Directors occurs with the result that the members of the Board on the date of
this Agreement (the “Incumbent Directors”) no longer constitute a majority of
such Board of Directors, provided that any person becoming a director (other
than a director whose initial assumption of office is in connection with an
actual or threatened election contest or the settlement thereof, including but
not limited to a consent solicitation, relating to the election of directors of
Rigel) whose election or nomination for election was supported by at least
two-thirds (2/3) of the then Incumbent Directors shall be considered an
Incumbent Director for purposes hereof; or


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


2





















 


(e)                                  Rigel enters into an agreement with
any Person providing for the matters described in subsections (a) or (d) above.


 


1.8                               “Collaboration”
means all activities performed by or on behalf of Rigel or Pfizer in the course
of performing their obligations pursuant to the Research Program.


 


1.9                               “Combination
Product” means a Product containing a Compound and one or more other
pharmaceutically active agents.


 


1.10                        “Commence”
or “Commencement” when used to describe a
Phase I Trial, Phase II Trial, or Phase III Trial, means the first dosing of
the first patient for such trial.


 


1.11                        “Commercialization”
means all activities that are undertaken after Regulatory Approval of an NDA
for a particular Product and that relate to the commercial marketing and sale
of such Product including advertising, marketing, promotion, distribution, and
Phase IV Trials.


 


1.12                        “Competing
Product” means any Syk Inhibitor for Intrapulmonary Administration that has
received Regulatory Approval for an indication in the Field, which Syk
Inhibitor is not a Product.


 


1.13                        “Compound”
means, initially, the compounds listed on Schedule 1.13 as of the
Effective Date, and thereafter (i) shall exclude any of the compounds listed on
Schedule 1.13 that are determined to fall within clause (a), (b) or
(c) below, and (ii) shall be expanded to include all Compound Analogs and
Derivatives, and all prodrugs, salts and polymorphs of each Compound, that are
shown to inhibit SYK with an [ * ] and are
not excluded from the definition of “Compound” pursuant to clauses (a), (b) or
(c) below.  The following compounds shall
be excluded from the definition of “Compound”:


 


(a)                                  any
such compound that is shown to have an oral bioavailability in rats of greater
than [ * ]; and


 


(b)                                  any
such compound that is eliminated from the definition of “Compound” pursuant to Section 3.3
or Section 3.4; and


 


(c)                                  any
such compound that reverts to Rigel under Section 9.3.


 


Schedule 1.13
shall be updated from time to time, upon the request of either Party, to
reflect additions or deletions that have occurred after the Effective Date.


 


1.14                        “Compound
Analogs and Derivatives” shall mean (a) all compounds created through the
addition or deletion of chemical moieties that are covalently bound to the [ * ] of the compounds listed on Schedule 1.13
(including compounds listed on such Schedule that are determined not to be
Compounds), and (b) all stereoisomers of Compounds or of the compounds
described in clause (a) of this Section 1.14, whether or not such
stereoisomers are created through the addition or deletion of chemical moieties
that are covalently bound to the [ * ] of such
compounds.  For clarity, Compound Analogs
and Derivatives shall exclude salts, polymorphs and physical forms of
Compounds.


 










[ * ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


 


3





















 


1.15                        “Confidential
Information” means all Information, and other information and materials,
received by either Party from the other Party pursuant to this Agreement and
that is designated as confidential at the time of disclosure or promptly
thereafter.


 


1.16                        “Control” means, with respect to any intellectual property
right, that a Party owns or has a license to such item or right, and has the
ability to grant a license or sublicense in or to such right without violating
the terms of any agreement or other arrangement with any Third Party.


 


1.17                        “Develop”
or “Development” means, with respect to the Product, the performance of all
research, pre-clinical, clinical and regulatory activities required to obtain
Regulatory Approval of a Product in the Territory; provided, however,
that Develop or Development shall not include the performance by either Party
of its obligations under the Research Program.


 


1.18                        “Development
Plan” has the meaning set forth in Section 4.1.


 


1.19                        “Diligent Efforts” means the carrying out of obligations or
tasks in a manner consistent with the efforts a Party devotes to research,
development or marketing of a pharmaceutical product or products of similar
market potential, profit potential or strategic value resulting from its own
research efforts, taking into account technical and regulatory factors, target
product profiles, product labeling, past performance, economic return, the
regulatory environment and competitive market conditions in the therapeutic
area, all based on conditions then prevailing. 
Diligent Efforts requires that a Party, at a minimum, assign
responsibility for such obligations to qualified employees, set annual goals
and objectives for carrying out such obligations, and allocate resources
designed to meet such goals and objectives.


 


1.20                        “Effective
Date” means the date that the applicable waiting period under the HSR Act
shall have expired or been terminated with respect to this Agreement.


 


1.21                        “FDA” means the United States Food and Drug Administration,
or any successor federal agency thereto.


 


1.22                        “Field” means the prevention and treatment of Allergy and
Respiratory Conditions in humans.


 


1.23                        “FTE”
means the equivalent of one person working full time for one 12-month
period in a research, development, commercialization, regulatory or other
relevant capacity, approximating 1800 hours per year.  In the interests of clarity, though, a single
individual who works more than 1800 hours in a single year shall be treated as
one FTE regardless of the number of hours worked.


 


1.24                        “Generic
Product” means any pharmaceutical product, other than a Product, that
contains the same Compound as the relevant Product and can reasonably be or is
reasonably used for the same indication or indications as such Product.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


4





















 


1.25                        “Good
Clinical Practices” or “GCP” means
current Good Clinical Practices as specified in the United States Code of
Federal Regulations, at the time of testing, and all FDA and ICH guidelines,
including the ICH Consolidated Guidelines on Good Clinical Practices.


 


1.26                        “Good
Laboratory Practices” or “GLP” means
current Good Laboratory Practices as specified in the United States Code of
Federal Regulations at 21 CFR § 58 at the time of testing and all
applicable ICH guidelines.


 


1.27                        “Good
Manufacturing Practices” or “GMP” means
current Good Manufacturing Practices and standards as provided for (and as
amended from time to time) in European Community Directive 91/356/EEC
(Principles and Guidelines of Good Manufacturing Practice for Medicinal
Products) and in the Current Good Manufacturing Practice Regulations of the
United States Code of Federal Regulations Title 21 (21 CFR §§ 210-211) in
relation to the production of pharmaceutical intermediates and active
pharmaceutical ingredients, as interpreted by ICH Harmonized Tripartite
Guideline, Good Manufacturing Practice Guide for Active Pharmaceutical
Ingredients, and subject to any arrangements, additions or clarifications
agreed from time to time between the Parties.


 


1.28                        “Governmental
Authority” means any court, agency, department or other instrumentality of
any foreign, federal, state, county, city or other political subdivision.


 


1.29                        “HSR
Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.


 


1.30                        “IND”
means an Investigational New Drug Application filed with the FDA or the
equivalent application or filing filed with any equivalent agency or government
authority outside of the United States (including any supra-national agency
such as in the European Union) necessary to Commence human clinical trials in
such jurisdiction, and including all regulations at 21 CFR § 312 et. seq.
and equivalent foreign regulations.


 


1.31                        “Information” means information, results and data of any type
whatsoever, including without limitation, databases, inventions, practices,
methods, techniques, specifications, formulations, formulae, knowledge,
know-how, skill, experience, test data including pharmacological, biological,
chemical, biochemical, toxicological and clinical test data, analytical and
quality control data, stability data, studies and procedures, and patent and
other legal information or descriptions.


 


1.32                        “Intrapulmonary
Administration” means the delivery of a pharmaceutical product to the lung,
and shall include without limitation dry powder formulations and aerosolized
liquids or suspensions for delivery to the lung by means of the mouth, but
shall exclude without limitation liquids or suspensions designed for intranasal
administration.  Intrapulmonary Administration
shall exclude the Oral Delivery and intravenous administration of drugs.


 


1.33                        “Know-How”
means any non-public, proprietary Information and other data, instructions,
processes, methods, formulae, materials, expert opinions and information,
including without limitation, biological, chemical, pharmacological,
toxicological, pharmaceutical, 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


5





















 


physical and analytical, clinical, safety, manufacturing and quality
control data and information.  Know-How
does not include any rights under Patents.


 


1.34                        “Joint
Research Committee” or “JRC” means
the committee described in Section 2.1.


 


1.35                        “Launch”
means the first shipment of a Product in commercial quantities for commercial
sale by Pfizer, its Affiliates or its sublicensees to an unaffiliated Third Party
in a country after receipt by Pfizer of the first Regulatory Approval for such
Product in such country.


 


1.36                        “Major
European Country” means the United Kingdom, Spain, France, Germany and
Italy.


 


1.37                        “NDA”
means a New Drug Application filed with the FDA or the equivalent application
or filing filed with any equivalent Governmental Authority outside of the
United States necessary for approval of a drug in such jurisdiction.


 


1.38                        “Net
Sales” means


 


(a)                                  with
respect to a Product (subject to subsections (b) and (c) below), the amount
received by a Party or its Affiliate or a Third Party sublicensee for sales of
such Product, to Third Parties, less (i) actual bad debts related to such
Product and (ii) sales returns and allowances actually paid, granted or accrued,
including, without limitation, trade, quantity and cash discounts and any other
adjustments, including, but not limited to, those granted on account of price
adjustments, billing errors, rejected goods, damaged or defective goods,
recalls, returns, rebates, chargeback rebates, reimbursements or similar
payments granted or given to wholesalers or other distributors, buying groups,
health care insurance carriers or other institutions, adjustments arising from
consumer discount programs, including without limitation Pfizer Pfriends or
similar programs, customs or excise duties, sales tax, consumption tax, value
added tax, and other taxes (except income taxes) or duties relating to sales,
and any payment in respect of sales to the United States government, any State
government or any foreign government, or to any governmental or regulatory
authority, or with respect to any government-subsidized program or managed care
organization, and freight and insurance (to the extent that Pfizer bears the
cost of freight and insurance for a Product); and


 


(b)                                  in
the case of Combination Products,


 


(i)                                    if
Pfizer and/or its Affiliates and/or any Third Party separately sells in such
country during such year when it sells such Combination Product both (1) one or
more Products as a single chemical entity and (2) other products containing
active ingredient(s) as a single entity that are also contained in such
Combination Product, the Net Sales attributable to such Combination Product
during such year shall be calculated by multiplying actual Net Sales of such
Combination Product by the fraction A/(A+B) where: A is Pfizer’s (or its
Affiliates or Third Parties, as applicable) average Net Sales price per daily
dose during such year for each Product in such Combination Product in such
country and B is the sum of the average of Pfizer’s (or its Affiliates or Third
Parties, as applicable) Net Sales price per daily dose during such year 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


6





















 


in such country, for each product(s) containing, the active
ingredient(s) in such Combination Product (other than the Product);


 


(ii)                                if
Pfizer and/or its Affiliates and/or any Third Party separately sells, in such
country during such year when it sells such Combination Product, one or more
Products as a single chemical entity but do not separately sell, in such
country, other products containing active ingredient(s) that are also contained
in such Combination Product, the Net Sales attributable to such Combination
Product during such year shall be calculated by multiplying the Net Sales of
such Combination Product by the fraction A/C where: A is Pfizer’s (or its
Affiliates or Third Parties, as applicable) average Net Sales price per daily
dose during such year for each  Product
in such Combination Product in such country, and C is Pfizer’s (or its
Affiliates or Third Parties, as applicable) average Net Sales price per daily
dose during such year for the Combination Product in such country;


 


(iii)                            if
Pfizer and/or its Affiliates and/or Third Parties do not separately in such
country during such year sell each Product contained in the Combination
Product, then the Net Sales attributable to such Combination Product shall be
D/(D+E) where D is the fair market value of the portion of the Combination
Product that contains the Product and E is the fair market value of the portion
of the Combination Product containing the other active ingredient(s) and the
delivery device included in such Combination Product, as such fair market
values are determined by mutual agreement of the Parties; and


 


(c)                                  if
a Product is packaged with a delivery device or sold together with a delivery
device for a single price, then the Net Sales for the purpose of determining
the royalty due to the other Party pursuant to Section 6.3 shall include the
sales price of both the Product and the delivery device.


 


1.39                        “Oral
Delivery” means the administration of a human pharmaceutical product via
the mouth in any form other than for the purpose of delivery of such product
specifically to the lung.  Oral Delivery
shall include without limitation the delivery of products in the form of a pill
or a non-aerosolized liquid or suspension, or sublingually.


 


1.40                        “Other
Topical Administration” means any topical administration of a human
pharmaceutical product, including without limitation patches and ophthalmologic
application, but excluding Intrapulmonary Administration and intranasal
administration.


 


1.41                        “Patent”
means: (a) an issued unexpired patent (including inventor’s certificate) that
has not been held invalid or unenforceable by a court of competent jurisdiction
from which no appeal can be taken or has been taken within the required time
period, including without limitation any substitution, extension, registration,
confirmation, reissue, re-examination, renewal or any like filing thereof; or
(b) any pending patent application, including without limitation any
continuation, division or continuation-in-part thereof and any provisional
application.


 


1.42                        “Person” means an individual, corporation,
partnership, company, joint venture, unincorporated organization, limited
liability company or partnership, sole proprietorship, 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


7





















 


association, bank, trust
company or trust, whether or not legal entities, or any governmental entity or
agency or political subdivision thereof.


 


1.43                        “Pfizer
Know-How” means all Know-How Controlled by Pfizer or its Affiliates that is
developed by or on behalf of Pfizer pursuant to the Collaboration and is
necessary or useful for the research, development, manufacture, importation,
use or sale of Compounds or Products, including without limitation Pfizer’s
rights in any jointly-owned Know-How.


 


1.44                        “Pfizer
Patents” means any Patents Controlled by Pfizer or its Affiliates that are
based on inventions made by or on behalf of Pfizer pursuant to the
Collaboration and are necessary or useful for the development, manufacture,
importation, use or sale of Products, including without limitation Pfizer’s
rights in any jointly-owned Patents.


 


1.45                        “Pfizer
Quarter” means (i) in the United States, each of the four (4) thirteen (13)
week periods as used by Pfizer in its audited financial reports, the first
commencing on January 1 of any year, and (ii) in any country in the
Territory other than the United States, each of the four (4) thirteen (13) week
periods as used by Pfizer in its audited financial reports, the first
commencing on December 1 of any year.


 


1.46                        “Pfizer
Technology” means Pfizer Patents and Pfizer Know-How.


 


1.47                        “Phase
I Trial” means a clinical trial that generally provides for the first
introduction into humans of a Product with the primary purpose of determining
safety, metabolism and pharmacokinetic properties and clinical pharmacology of
the Product, and generally consistent with 21 CFR § 312.21(a).


 


1.48                        “Phase
II Trial” means a clinical trial of a Product on patients, including
possibly pharmacokinetic studies, the principal purpose of which is to make a
preliminary determination that such Product is safe for its intended use and to
obtain sufficient information about such Product’s efficacy to permit the
design of further clinical trials, and generally consistent with 21 CFR § 312.21(b).  A Phase II Trial may be either a Phase II(a)
Trial or a Phase II(b) Trial.


 


1.49                        “Phase II(a) Trial” means a Phase II Trial intended for dose exploration, dose response,
duration of effect, kinetic/dynamic relationship and preliminary efficacy and
safety study of a candidate drug in the target patient population.


 


1.50                        “Phase II(b) Trial” means a controlled dose ranging Phase II
Trial to evaluate further the efficacy and
safety of a candidate drug in the target patient population and to define the
optimal dosing regimen.


 


1.51                        “Phase
III Trial” means a clinical trial that provides for a pivotal human
clinical trial of a Product, which trial is designed to: (a) establish that a
Product is safe and efficacious for its intended use; (b) define warnings,
precautions and adverse reactions that are associated with the Product in the
dosage range to be prescribed; (c) support Regulatory Approval of such Product;
and (d) generally consistent with 21 CFR § 312.21(c).


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


8





















 


1.52                        “Phase
IV Trial” means clinical trial of a Product Commenced in a particular
country after Regulatory Approval for such Product in such country in order to
support commercialization of the Product.


 


1.53                        “Preclinical
Development” means those Development activities performed prior to the
filing of an IND.


 


1.54                        “Product”
means any pharmaceutical product comprised of a Compound, alone or in
combination with one or more therapeutically active ingredients, whether or not
combined with an inhalation or similar device, the manufacture, use, sale,
offer for sale or importation of which, in the absence of a license, would
infringe any of the Rigel Patents including Patents jointly-owned by the
Parties.


 


1.55                        “Proxy Solicitation” means any solicitation of proxies or stockholder consents (as such terms are defined under
Regulation 14A and Regulation 14C of the Securities Exchange Act) to vote or
seek to advise or influence in any manner whatsoever any Person with respect to
the Voting Stock of Rigel.


 


1.56                        “R-112”
means the Rigel Syk tyrosine kinase inhibitor that (a) is identified in IND No.
66,176 filed with the FDA for Rigel’s R-112 Nasal Spray; and (b) was the
product candidate that entered into a Phase I Trial to treat allergic rhinitis
in September 2002, and was the product candidate that entered into a Phase
II Trial for allergic rhinitis in April 2004, sponsored by Rigel.


 


1.57                        “[
* ]” means the Syk tyrosine kinase inhibitor set forth in Schedule 1.57.


 


1.58                        “Regulatory
Approval” means any and all approvals (including supplements, amendments,
pre- and post-approvals, pricing and reimbursement approvals), licenses, registrations
or authorizations of any national, supra-national (e.g., the European
Commission or the Council of the European Union), regional, state or local
regulatory agency, department, bureau, commission, council or other
governmental entity, that are necessary for the manufacture, distribution, use
or, in Pfizer’s reasonable judgment, widespread sale of a Product in a
regulatory jurisdiction.


 


1.59                        “Regulatory
Authority” means any Governmental Authority with responsibility for
granting any licenses or approvals necessary for the marketing and sale of
pharmaceutical products including, without limitation, the FDA and any drug
regulatory authority of countries of the European Union, and Japan, and where
applicable any ethics committee or any equivalent review board.


 


1.60                        “Regulatory
Filing” means the NDA, biologic license application (“BLA”), IND, or any
foreign counterparts thereof and any other filings required by regulatory
authorities relating to the study, manufacture or commercialization of any
Product.


 


1.61                        “Research
Plan” has the meaning set forth in Section 3.1.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


9





















 


1.62                        “Research
Program” means the Research Program established by the Parties pursuant to
this Agreement.


 


1.63                        “Research
Term” means the period from the Effective Date to the later of (a) [ * ] thereafter, or (b) the completion by [ * ] on Exhibits A-1 and A-2, subject to extension
in the event the Parties commence de novo compound discovery under Section 3.10.


 


1.64                        “Rigel
Know-How” means all Know-How Controlled by Rigel or its Affiliates that is
necessary or useful for the research, development, manufacture, importation,
use or sale of the Compounds or Products, including without limitation Rigel’s
rights in any jointly-owned Know-How.


 


1.65                        “Rigel
Patents” means any Patents Controlled by Rigel or its Affiliates that are
necessary or useful for the research, development, manufacture, importation,
use or sale of the Compounds or Products, including without limitation, the
Patents listed on Schedule 1.65, as well as Rigel’s rights in any
jointly-owned Patents.  Patents owned
jointly by the Parties shall be deemed Controlled by Rigel for purposes of this
Section 1.65.


 


1.66                        “Rigel
Technology” means Rigel Patents and Rigel Know-How.


 


1.67                        “Royalty
Term” means on a country-by-country and Product-by-Product basis, the later
of:  (A) the last to expire Valid Claim
Controlled by Rigel covering a Product in such country, and (B) [ * ] years following the Launch
of such Product in such country.


 


1.68                        “Standstill
Period” shall mean the period commencing on the execution date of this
Agreement and terminating [ * ] after
such date.


 


1.69                        “SYK”
shall mean an enzyme comprised of the amino acid sequence for spleen
tyrosine kinase as identified on Schedule 1.69, including all
allelic variations or derivatives thereof, or homologues whose amino acid
sequence has [ * ] or greater homology with
such sequence.


 


1.70                        “Syk
Inhibitor” means a compound whose primary known mechanism of action is the
direct inhibition of SYK.


 


1.71                        “Term”
has the meaning assigned to it in Section 9.1.


 


1.72                        “Territory”
means worldwide.


 


1.73                        “Third
Party” means a person or entity other than (a) Pfizer, (b) Rigel or (c) an
Affiliate of either of them.


 


1.74                        “Valid
Claim” means a claim of any issued, unexpired United States or granted
foreign Rigel Patent (as Patent is defined in Section 1.41(a)) that has
not been dedicated to the public, disclaimed, abandoned or held invalid or
unenforceable by a court or other body of competent jurisdiction in an
unappealed or unappealable decision, and that has not been explicitly
disclaimed, or admitted by Rigel in writing to be invalid or unenforceable or
of a scope not covering Products through reissue, disclaimer or otherwise.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


10





















 


1.75                        “Voting Stock” means securities of any class or
series of a corporation or association the holders of which are ordinarily, in
the absence of contingencies, entitled to vote generally in matters put before
the shareholders or members of such corporation or association.


 


2.                                      MANAGEMENT
OF THE RESEARCH PROGRAM


 


2.1                               Joint
Research Committee.


 


(a)                                  The
Research Program established by this Agreement shall be overseen by a joint
research committee composed of  four (4)
representatives from each Party (the “Joint Research Committee” or “JRC”).  The Parties shall designate their JRC
representatives within ten (10) days after the Effective Date.  An alternate member designated by a Party may
serve temporarily in the absence of a permanent member of the JRC for such
Party.  Each Party shall designate one of
its representatives as a co-chair of the JRC. 
The co-chairs of the JRC shall be jointly responsible for setting the agenda
for each meeting, and each co-chair will be responsible for chairing alternating
JRC meetings.  From time to time, the JRC
may establish subcommittees or subordinate committees (that may or may not
include members of the JRC itself) to oversee particular projects or
activities, and such subcommittees or subordinate committees shall be
constituted and shall operate as the JRC agrees.  The JRC shall disband automatically at the
end of the Research Term, provided, however, that after termination of the
Research Term, the JRC may continue to meet at its own discretion for purposes related
to the Collaboration should the JRC unanimously decide that such continued
meetings are in the best interest of the Collaboration.


 


(b)                                  All
decisions of the JRC made pursuant to this Agreement shall be made by unanimous
consent of its members.  If for any
reason the JRC cannot reach unanimity within ten (10) Business Days of the JRC
meeting at which such matter was first discussed, then, except as set forth in Section 2.1(c),
the matter shall be referred to a vice president of Pfizer and a senior executive
of Rigel for resolution.  Neither of such
Pfizer vice president or Rigel senior executive shall at the time of
determination be a member of the JRC or of any subcommittee of the JRC.  If such Pfizer vice president and Rigel
senior executive cannot resolve the matter in good faith within ten (10)
Business Days after attempting to find a mutually satisfactory resolution to
the issue, then the matter shall be decided in good faith by such Pfizer vice
president.


 


(c)                                  Any
changes to the Research Plan expanding Rigel’s obligations or requiring Rigel
to exert additional efforts shall require the unanimous consent of the
JRC.  If the JRC fails to reach unanimous
consent regarding any such change to the Research Plan, then the obligations of
Rigel shall not be increased.


 


2.2                               Meetings.  The JRC shall hold meetings at such times and
places as shall be determined by the JRC (it being expected that any in-person
meetings will alternate between the offices of each Party), but in no event
shall such meetings be held less frequently than once every three (3) months
during the Research Term; and the JRC may:


 


(a)                                  conduct
meetings in person, by videoconference or by telephone conference;


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


11





















 


(b)                                  invite
other personnel of the Parties to attend meetings of the JRC as appropriate to
the agenda for such meeting, after giving notice to the other Party;


 


(c)                                  act
without a meeting if, prior to such action, a consent thereto is signed by the
co-chairs of the JRC; and


 


(d)                                  by
unanimous consent, amend or expand upon the foregoing procedures for its
internal operation.


 


2.3                               Minutes.  At each meeting, the JRC shall elect a
secretary who will prepare, within fifteen (15) Business Days after each
meeting, minutes reporting in reasonable detail the actions taken by the JRC
during such meeting, the status of the Research Program as described in the
relevant JRC meeting, issues requiring resolution, and resolutions of
previously reported issues.  Such minutes
are to be reviewed and, if reasonably complete and accurate, signed by one JRC
member from each Party.  The secretary
shall revise such minutes as necessary to obtain such signatures.


 


2.4                               JRC
Functions and Powers.  The research
activities of the Parties under this Agreement shall be managed by the JRC only
to the extent set forth herein (unless otherwise mutually agreed in writing by
the Parties).  The JRC shall foster the
collaborative relationship between the Parties in order to assist each Party in
fulfilling its obligations under this Agreement, and shall in particular:


 


(a)                                  encourage
and facilitate ongoing cooperation and information exchange between the
Parties;


 


(b)                                  monitor
the progress of the Research Program and the Parties’ diligence in carrying out
their responsibilities thereunder;


 


(c)                                  prepare
any amendments to the Research Plan, if the JRC should determine that any such
amendments are necessary;


 


(d)                                  set
priorities, allocate tasks and coordinate activities between the Parties, in
each case as required to perform the Research Program;


 


(e)                                  perform
such other functions as appropriate to further the purposes of this Agreement
as mutually determined by the Parties.


 


The
JRC shall have no power to amend this Agreement and shall have only such powers
as are specifically delegated to it hereunder.


 


2.5                               Independence.  Subject to the terms of this Agreement, the
activities and resources of each Party shall be managed by such Party, acting
independently and in its individual capacity. 
The relationship between Rigel and Pfizer is that of independent
contractors and neither Party shall have the power to bind or obligate the
other Party in any manner, other than as is expressly set forth in this
Agreement.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


12





















 


3.                                      CONDUCT
OF THE RESEARCH PROGRAM AND SELECTION OF COMPOUNDS FOR PRECLINICAL DEVELOPMENT.


 


3.1                               Research
Plan.  The Parties shall conduct the
Research Program according to a research plan (the “Research Plan”).  The initial Research Plan has been approved
by the Parties concurrent with the execution of this Agreement and is attached
hereto as Exhibits A-1 and A-2.  The Research Plan may be amended from
time to time by the JRC during the Research Term, based upon the data obtained
in the Research Program, provided such amendments do not violate or contradict
any provision of this Agreement.  In the
event of an inconsistency or disagreement between the Research Plan and this
Agreement, the terms of this Agreement shall prevail.


 


3.2                               Conduct
of Research.  The Parties shall use
Diligent Efforts to conduct their respective tasks as assigned under the
Research Plan throughout the Research Program. 
In addition, the Parties shall conduct the Research Program in
compliance in all material respects with the requirements of applicable laws,
rules and regulations and all applicable GLP to attempt to achieve their
objectives efficiently and expeditiously.


 


3.3                               Assessment
of [ * ]. Rigel and Pfizer shall, [ * ], use
Diligent Efforts to carry out its obligations under the Research Plan as set
forth in Exhibit A-1 with respect to the Compound designated as [ * ].  With respect
to such Compound, Pfizer shall have the option to retain the exclusive rights
to [ * ] granted in Section 5.1 by
paying to Rigel the amount set forth in Section 6.2(a)(i) no later than
the earlier of (i) the date that is one hundred and eighty (180) days following
Rigel’s completion of the tasks designated in Exhibit A-1 to be carried
out by Rigel for [ * ], and the delivery to Pfizer
of the data resulting from such Rigel tasks; and (ii) Pfizer’s decision to
commence Advanced Preclinical Development for [ * ].  If Pfizer has not made the payment under Section 6.2(a)(i)
within the time period set forth in this Section 3.3 (as such time period
may be extended pursuant to Section 3.5), then [ * ]
shall be deleted from the definition of “Compound” and Rigel may thereafter
license, develop and commercialize such compound, subject to the restrictions
set forth in Section 5.3.


 


3.4                               Assessment
Of Other Compounds.


 


(a)                                  Rigel’s
undertaking with respect to the Compounds under Sections 3.3 and 3.4 shall be
to perform work directed towards the delivery to Pfizer of at least two (2)
candidates for Advanced Preclinical Development within [ * ]
from the Effective Date.  If Pfizer
selects [ * ] for Advanced Preclinical
Development under Section 3.3, then Rigel shall perform work directed
towards the delivery to Pfizer of at least one (1) additional candidate for
Advanced Preclinical Development under this Section 3.4.  If Pfizer does not select [ * ] for Advanced Preclinical Development under Section 3.3,
then Rigel shall perform work directed towards the delivery to Pfizer of two
(2) other candidates for Advanced Preclinical Development under this Section 3.4.  The Parties may also agree to extend the
Research Term under Section 3.10 in pursuit of additional candidates for
Advanced Preclinical Development.  Rigel
and Pfizer shall, each at its own expense, use Diligent Efforts to carry out
its obligations under the Research Plan as set forth in Exhibit A-2,
with respect to the Compounds other than [ * ], but not
to perform the tasks set forth on Exhibit A-2 with respect to various
Compounds beyond the level reasonably necessary to deliver more than two (2)
candidates for Advanced Preclinical Development.  With respect to Compound(s) other than [ * ] proposed by Rigel for Advanced Preclinical
Development, Pfizer 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


13





















 


shall have the right to retain the exclusive license to such
Compound(s) granted in Section 5.1 by paying to Rigel the amount set forth
in Section 6.2(a)(i) or Section (a)(ii), as applicable, no later than
the earlier of (i) the date that is one hundred and eighty (180) days following
Rigel’s completion of the tasks designated in the Research Plan to be carried
out by Rigel to enable Pfizer to consider a candidate for Advanced Preclinical
Development, and the delivery to Pfizer of the data resulting from such Rigel
tasks, provided, however, that such delivery takes place no
sooner than twelve (12) months after the delivery of the data resulting from
Rigel’s tasks for the first candidate, or such earlier time as the JRC might
establish; and (ii) Pfizer’s decision to commence Advanced Preclinical
Development for such Compound.  For
avoidance of doubt, the payment by Pfizer of any Event Milestone Payment under
Sections 6.2(a)(i) or 6.2(a)(ii) shall not relieve Rigel of its obligation to
complete any remaining work under the Research Plan related to the delivery to
Pfizer of two (2) candidates for Advanced Preclinical Development.


 


(b)                                  If
Pfizer makes a payment under Section 6.2(a)(i) but does not make a payment
under Section 6.2(a)(ii) within the time period specified in Section 3.4(a)
(as such time period may be extended pursuant to Section 3.5), then,
effective as of the date Pfizer is obligated to make its payment under Section 6.2(a)(ii),
the definition of “Compound” shall thereafter be limited only to the Compound
for which Pfizer has made its payment under Section 6.2(a)(i), and Rigel
may thereafter license, develop and commercialize such compounds subject to the
restrictions set forth in Section 5.3.


 


(c)                                  If
Pfizer makes payments under both of Section 6.2(a)(i) and Section 6.2(a)(ii),
then, subject to the other terms and conditions of this Agreement, all
Compounds (i.e., after deletion of compounds by reason of Section 1.13(a),
(b), (c) and (d)) shall remain available to Pfizer pursuant to the license set
forth in Section 5.1, and Rigel shall remain subject to the restrictions
set forth in Section 5.3.  If Pfizer
should select additional Compounds for Advanced Preclinical Development other
than the two (2) Compounds for which the Event Milestone Payments were made
under Sections 6.2(a)(i) and 6.2(a)(ii), then Pfizer shall provide Rigel with
written notice within thirty (30) days after any such Compound selection that
does not trigger an Event Milestone Payment.


 


3.5                               Extension
of Time Period.


 


(a)                                  Pfizer
shall have the option (the “First Extension Option”) to extend the time period
set forth in Section 3.3, with respect to [ * ],
by an additional one hundred and eighty (180) days if, in Pfizer’s good faith
judgment, additional time is required for Pfizer to decide whether to commence
Advanced Preclinical Development with respect to [ * ].  Pfizer may exercise the First Extension
Option by paying to Rigel fifty percent (50%) of the Event Milestone Payment
due under Section 6.2(a)(i) prior to the date Pfizer’s option to retain
exclusive rights to [ * ] expires
under Section 3.3.  If Pfizer should
exercise the First Extension Option, Pfizer shall have the right to retain the
exclusive license to [ * ] granted
in Section 5.1 by paying to Rigel the remaining fifty percent (50%) of the
Event Milestone Payment due under Section 6.2(a)(i) within such one
hundred and eighty (180) day extension period. 
Each payment made to Rigel under this Section 3.5(a), if any, shall
be fully-credited against the Event Milestone Payment due under Section 6.2(a)(i)
should Pfizer make such Event Milestone Payment.  During the extension period set forth in this
Section 3.5(a), Pfizer shall not commence 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


14





















 


Advanced Preclinical Development with respect to [ * ]
until the Event Milestone Payment under Section 6.2(a)(i) has been paid in
full.


 


(b)                                  Pfizer
shall have the option (the “Second Extension Option”) to extend the time period
set forth in Section 3.4(a), with respect to any Compound other than [ * ], by an additional one hundred and eighty (180) days
if, in Pfizer’s good faith judgment, additional time is required for Pfizer to
decide whether to commence Advanced Preclinical Development with respect to
such other Compound.  Pfizer may exercise
the Second Extension Option by paying to Rigel fifty percent (50%) of the Event
Milestone Payment due with respect to such Compound under Section 6.2(a)(i)
or 6.2(a)(ii), as applicable, depending on whether Pfizer has previously made
an Event Milestone Payment under Section 6.2(a)(i) prior to the date
Pfizer’s option to retain exclusive rights to such Compound expires under Section 3.4.  If Pfizer should exercise the Second
Extension Option, Pfizer shall have the right to retain the exclusive license
to such Compound granted in Section 5.1 by paying to Rigel the remaining
fifty percent (50%) of the Event Milestone Payment due with respect to such
Compound under Section 6.2(a)(i) or 6.2(a)(ii), as applicable, within such
one hundred and eighty (180) day extension period.  Each payment made to Rigel under this Section 3.5(b),
if any, shall be fully-credited against the Event Milestone Payment due under Section 6.2(a)(i)
or 6.2(a)(ii) should Pfizer make such Event Milestone Payment.  During the extension period set forth in this
Section 3.5(b), Pfizer shall not commence Advanced Preclinical Development
with respect to such other Compound until the Event Milestone Payment under Section 6.2(a)(i)
or 6.2(a)(ii) for such Compound has been paid in full.


 


3.6                               Research
Costs.  Except as provided in Section 3.10
and in this Section 3.6, [ * ], and any
external payments to Third Parties that [ * ] of the
Research Program unless otherwise agreed upon by the JRC.  Regarding payments made in connection with
the supply of clinical materials or the scale up of manufacturing processes for
Compounds, (a) [ * ], (b) [ * ]
shall pay for the manufacture of the [ * ],
provided, however, that Pfizer has approved in advance the manufacture by Third
Parties of such Compound and the selection of any such Third Party
manufacturer.  In addition, Pfizer shall
bear the costs of the services described in Schedule 3.6.


 


3.7                               Records.  Each Party shall maintain complete and
accurate records of all work conducted under the Research Program and all
results, data and developments made pursuant to its efforts under the Research
Program.  Such records shall be complete
and accurate and shall fully and properly reflect all work done and results
achieved in the performance of the Research Program in sufficient detail and in
a manner appropriate for patent and regulatory purposes.  Subject to bona fide confidentiality obligations
to a Third Party, each Party shall have the right to request copies of such
records of the other Party at reasonable times and upon reasonable notice to
the extent necessary for such Party to conduct its research or perform its
other obligations under this Agreement, or to secure or enforce Patents
licensed under this Agreement.


 


3.8                               Reports.  During the Research Term, each Party shall
report to the JRC no less than once per calendar quarter, which report shall
include a written progress report summarizing the work performed under the
Research Program, including analoging activities performed pursuant to Section 3.9.  The JRC shall define the format and the
nature of the content of the quarterly report, which format and nature shall be
adopted by both Parties.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


15





















 


3.9                               Analogs.  Under the Research Plan, Pfizer shall have
the right to design and synthesize salts, polymorphs and physical forms of
Compounds as part of Pfizer’s activities under this Agreement.  Pfizer shall also have the right to make
Compound Analogs and Derivatives as provided in this Section 3.9, and to
request Rigel to commence de novo Compound discovery pursuant to Section 3.10.  De novo synthesis pursuant to Section 3.10
shall refer to the preparation of chemical compounds other than those
containing the [ * ] of the compounds listed on Schedule 1.13,
that are designed to be Syk Inhibitors.


 


(a)                                  Pfizer’s
chemistry efforts related to Compounds (other than the creation of salts,
polymorphs and physical forms) shall be limited to the creation of Compound
Analogs and Derivatives.  Pfizer shall
inform the JRC of the nature of its chemistry efforts related to Compounds as
part of its quarterly reports under Section 3.8, and such reports shall
identify all Compound Analogs and Derivatives made or conceived by Pfizer
during the period since its most recent report. 
Ownership of any compounds conceived or created by Pfizer in the course
of working with the Compounds shall be allocated as follows:


 


(i)                                    The
JRC shall determine, as part of the Research Plan, the extent to which any
particular Compound Analogs and Derivatives shall be tested to determine which
of those compounds satisfy the definition of a Compound.  In the event that the JRC has determined that
particular Compound Analogs and Derivatives satisfy the definition of a
Compound, Pfizer shall have the right to file, prosecute and maintain patent
applications covering such Compounds, which patent applications and patents
issuing therefrom shall be Joint Patents, regardless of inventorship, and shall
be prosecuted by Pfizer in compliance with Section 7.3(b).  Should Pfizer determine not to file,
prosecute or maintain patent applications covering any Compounds created by
Pfizer pursuant to this Section 3.9, Rigel shall then have the right to
file, prosecute and maintain such patent applications, as Joint Patents, with
Rigel playing the role assigned to Pfizer under Section 7.3(b).


 


(ii)                                In
the event that (A) the JRC determines that any of the particular Compound
Analogs and Derivatives created under this Section 3.9 does not satisfy
the definition of a Compound, or (B) the JRC has decided not to make further
efforts to determine whether any of the particular Compound Analogs and
Derivatives satisfies the definition of a Compound, then Pfizer shall assign to
Rigel its entire right, title and interest in and to such compound and
inventions and patent rights covering such compound, and Rigel shall have the
sole right to file, prosecute and maintain patents covering such inventions as
Rigel Patents, but without any duty to inform Pfizer as to its patenting
activities.  If it is later determined
that any compounds assigned to Rigel pursuant to this Section 3.9(a)(ii)
satisfy the definition of a Compound, the rights to such Compounds shall be
allocated in accordance with this Agreement (including without limitation the
license and exclusivity provisions of Article 5 and the payment provisions
of Article 6) and Rigel shall thereafter prosecute any Rigel Patents covering
such Compounds in accordance with Article 7.  Pfizer agrees to execute any instruments of
assignment reasonably necessary or useful to facilitate Rigel’s filing of
patent applications related to such inventions under this Section 3.9(a)(ii).


 


(iii)                            In
the event Pfizer’s activities in connection with making Compound Analogs and
Derivatives pursuant to this Section 3.9 result in inventions that cover
both Compounds and compounds that do not satisfy the definition of a Compound,
the Parties 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


16





















 


shall use commercially reasonable efforts to prepare patent
applications that cover, on the one hand, only Compounds, and on the other
hand, only compounds other than Compounds.


 


(iv)                               Subject
to the restrictions set forth in Section 5.3, Pfizer hereby grants Rigel
an exclusive (even as to Pfizer), perpetual, royalty free, sublicensable
license under Patents owned or Controlled by Pfizer that cover compositions of
matter that (A) are conceived or created by Pfizer under this Section 3.9,
and (B) do not satisfy the definition of a Compound, to make, have made, use,
import, offer for sale and sell such compounds for all indications both within
and outside the Field and in the Territory.


 


(b)                                  Pfizer
may also request that Rigel commence a program to design or synthesize Compound
Analogs and Derivatives as part of the Research Program, and Pfizer may request
that the JRC amend the Research Plan to include such analog work.


 


(i)                                    If
the JRC (with the consent of Rigel) should determine that such analog work is
minor, then the JRC may amend the Research Plan accordingly to include Rigel’s
performance of such analog work.  If the
JRC should determine that such analog work is not minor, then Pfizer may
request that Rigel commence an analog program pursuant to a new research plan
that shall specify the nature and magnitude of the analog program and the
budget for such program (it being understood that Rigel’s internal costs would
be borne by Pfizer at an FTE rate of [ * ]) but
shall otherwise be subject to the terms and conditions of this Agreement except
as the Parties may then agree.  Rigel
shall not be obligated to conduct any analog work under this Section 3.9
without its consent.


 


(ii)                                Rigel
shall inform the JRC of the nature of its efforts related to the design and
synthesis of Compound Analogs and Derivatives to the extent conducted by Rigel
at the request of the JRC pursuant to this Section 3.9.  Such reporting shall occur as part of Rigel’s
quarterly reports under Section 3.8, and such reports shall identify all
Compound Analogs and Derivatives made or conceived by Rigel under this Section 3.9
during the period since its most recent report. 
The JRC shall determine, as part of the amended Research Plan or new
research plan, as appropriate, the extent to which any of such Compound Analogs
and Derivatives shall be tested to determine which of those compounds satisfy
the definition of a Compound.  In the
event that the JRC determines that any particular Compound Analogs and
Derivatives designed or synthesized by Rigel satisfy the definition of a
Compound, then the rights to such Compound shall be allocated in accordance
with this Agreement (including without limitation the license and exclusivity
provisions of Article 5 and the payment provisions of Article 6).  Rigel shall own all compounds designed and
synthesized by Rigel under this Section 3.9(b), and shall thereafter
prosecute any patents covering Compounds as Rigel Patents in accordance with Article 7.  To the extent any patent applications cover
compounds that are created by Rigel under this Section 3.9(b), none of
which satisfy the definition of a Compound, Rigel shall have the sole right to
file, prosecute and maintain patents covering such inventions without any duty
to inform Pfizer as to its patenting activities.


 


3.10                        Pfizer
Option To Request De Novo Compound Discovery.  As of the Effective Date, the Research Plan
contemplates only the assessment of the existing Rigel library of compounds
that have been demonstrated to be Syk tyrosine kinase inhibitors with a
specified level of activity for potential Development and Commercialization by
Pfizer, together with the 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


17





















 


provisions of Section 3.9 regarding the creation of Compound
Analogs and Derivatives.  However, Pfizer
may request that Rigel commence a research program pursuant to a new research
plan which plan will include, without limitation, de novo discovery of new
Compounds, by providing notice to Rigel prior to the end of the Research Term.  If Pfizer provides such notice, then the
Parties shall negotiate in good faith the terms and conditions of an amendment
to this Agreement to provide for such a program.  Such amendment would need to specify, among
other things, the nature and magnitude of the new discovery program, the
allocation of costs (it being understood that Rigel’s internal costs would be
borne by Pfizer at an FTE rate of [ * ]), and the
respective rights of the Parties regarding the ownership and licensing of any
resulting compositions of matter.  If the
Parties have not mutually agreed on an amendment of this Agreement within one
hundred and eighty (180) days following the delivery of a notice by Pfizer
pursuant to this Section 3.10, then Rigel shall have no obligation to
conduct such a discovery program or to continue the negotiations with Pfizer.


 


4.                                      DEVELOPMENT
AND COMMERCIALIZATION


 


4.1                               Development
Plan.  The Development of each
Product shall be governed by a development plan that describes the proposed
overall program of Development (the “Development Plan”).  Pfizer shall have the sole right and
responsibility for preparing the Development Plan for each Product. Pfizer
shall provide annual written reports to Rigel regarding continuing Development
activities and plans for the Products, and shall, upon Rigel’s request and no
more than once per calendar year, meet with Rigel and discuss such Development
activities and plans.  Pfizer shall
conduct any Development of Products in compliance in all material aspects with
the requirements under applicable laws, rules and regulations, including
without limitation GLP, GCP and GMP, to attempt to achieve its objectives.


 


4.2                               Development
Diligence.


 


(a)                                  Following
its election to commence Advanced Preclinical Development of a Compound, Pfizer
shall use Diligent Efforts to Develop or Commercialize, as applicable, at least
one Compound at all times during the Term of this Agreement.


 


(b)                                  Pfizer
shall inform Rigel within ten (10) Business Days following the occurrence of
any event described under Schedule 8.5(b).


 


4.3                               Regulatory
Affairs.


 


(a)                                  Pfizer
shall own and be responsible for preparing and submitting Regulatory Filings,
seeking Regulatory Approvals, and maintaining Regulatory Approvals for
Products, including preparing all reports necessary as part of an IND, NDA,
DMF, BLA or other necessary filing required for Regulatory Approval.


 


(b)                                  With
regard to sharing of Regulatory Filings, each Party shall permit the other
Party to access, and shall provide the other Party with sufficient rights to
reference and use in association with exercising its rights and performing its
obligations under this Agreement, all of its, its Affiliates’ and their
respective suppliers’ Regulatory Filings, and Regulatory Approvals for
Products.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


18





















 


(c)                                  In
conducting any Development activities hereunder, each Party shall:
(a) ensure that its employees, agents, clinical institutions and clinical
investigators comply with all FDA statutory and regulatory requirements with
respect to Products, including but not limited to:  the Federal Food, Drug and Cosmetic Act, as
amended (FFDCA), the Public Health Service Act (PHSA), regulatory provisions
regarding protection of human subjects, financial disclosure by clinical
investigators, Institutional Review Boards (IRB), GCP, GLP, IND regulations,
and any conditions imposed by a reviewing IRB or the FDA; and (b) not utilize,
in conducting studies on Products any person or entities that at such time are
debarred by FDA, or that, at such time, are under investigation by FDA for
debarment action pursuant to the provisions of the Generic Drug Enforcement Act
of 1992 (21 U.S.C. Section 335).


 


4.4                               Manufacture
and Supply.  Except as otherwise
specified in the Research Plan or in Section 3.6, Pfizer shall be
responsible for the manufacture of preclinical and clinical materials for each
Product, and for the commercial supply of each Product, and for all costs
associated therewith.  Pfizer shall use
Diligent Efforts to make necessary filings to obtain, or cause a Third Party
manufacturer to obtain, Regulatory Approval for the manufacture of Products.


 


4.5                               Development
Costs.  Pfizer shall be responsible
for all costs associated with the Development and Commercialization of
Products.  If Pfizer requests Rigel’s
assistance with certain tasks related to the Development of Products, and Rigel
agrees to assist, then Pfizer shall reimburse Rigel for any reasonable costs
Rigel should incur associated with such tasks. 
Within thirty (30) days after the end of each calendar quarter, Rigel
shall submit to the Pfizer an accounting of all costs Rigel incurs under the
Development Plan during that quarter, including reasonable detail demonstrating
the specific basis for the costs and expenses included in the summary.  Such summary may include an allocation of
time spent by Rigel personnel in conducting such Development activities, that
shall be reimbursed at an FTE rate of [ * ].  Pfizer shall on a quarterly basis, within
forty five (45) days after the end of each Pfizer Quarter (provided that Rigel
submitted its accounting report on time), prepare and submit to Rigel a
reimbursement of the costs incurred by Rigel.


 


4.6                               Trademarks.  Pfizer shall select trademarks for the
Product and shall own all such trademarks.


 


4.7                               Pricing.  Pfizer shall be solely responsible for the
pricing and other terms of sale for Products.


 


5.                                      LICENSES
AND RELATED RIGHTS


 


5.1                               License
to Pfizer.  Subject to the terms of
this Agreement, Rigel grants to Pfizer the following:


 


(a)                                  a
worldwide, exclusive (even as to Rigel) license, with the right to sublicense,
under the Rigel Technology, to make, have made, use, import, offer for sale and
sell Compounds and Products for Intrapulmonary Administration in the Territory
and in the Field; and


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


19





















 


(b)                                  solely
with respect to those  Compounds for
which Pfizer has Commenced human clinical trials of a Product for
Intrapulmonary Administration, a worldwide, exclusive (even as to Rigel)
license, with the right to sublicense, under the Rigel Technology, to make,
have made, use, import, offer for sale and sell such Compounds and Products for
Other Topical Administrations in the Territory.


 


For the avoidance of doubt, the licenses granted to Pfizer in this Section 5.1
convey no rights with respect to any Syk Inhibitor owned or Controlled by Rigel
other than Compounds.


 


5.2                               Residual
Know-How.  Except as provided in this
Section 5.2, neither Party shall use Confidential Information of the other
Party for any purpose outside the Collaboration.  In this regard, the Parties recognize that
during the course of this Agreement, certain information in intangible form
(excluding for this purpose, in electronic medium), may be retained by those
employees or agents of a Party who have had access to the other Party’s
Confidential Information (the “Residual Information”).  Each Party shall be free to use the Residual
Information of the other Party for any purpose. 
Notwithstanding the foregoing, compounds, materials, and written or
tangible data (including data in electronic medium) of the other Party, to the
extent not in the public domain, shall not be used for any purpose outside the
Collaboration.


 


5.3                               Exclusivity.


 


(a)                                  During
[ * ]: 
Rigel and its Affiliates shall not, except pursuant to this Agreement,
directly or indirectly, by itself or with any Third Party, Commercialize (i)
any Syk Inhibitor in the Field, or (ii) any Compound for any purpose (unless
the rights to such Compound have reverted to Rigel pursuant to Section 9.3),
and Pfizer and its Affiliates shall not, except pursuant to this Agreement,
directly or indirectly, by itself or with any Third Party, Commercialize (i)
any Syk Inhibitor in the Field, or (ii) any Compound for any purpose.


 


(b)                                  During
[ * ]: 
Rigel and its Affiliates shall not, except pursuant to this Agreement,
directly or indirectly, by itself or with any Third Party, conduct research on
or Develop any Syk Inhibitor in the Field, and Pfizer and its Affiliates shall
not, except pursuant to this Agreement, directly or indirectly, by itself or
with any Third Party, conduct research on or Develop any Syk Inhibitor in the
Field.


 


5.4                               Acquisition
of Competing Product. 
Notwithstanding the provisions of Section 5.3, which provisions
shall not be deemed breached as a result of an acquisition or merger described
in this Section 5.4, if Pfizer acquires a Competing Product through
acquisition or merger with the whole or substantially the whole of the business
or assets of another Person, Pfizer shall, within forty five (45) days from the
date of Pfizer’s board approval of such acquisition or merger, notify Rigel of
such merger or acquisition and as to whether Pfizer intends to divest its
interest in such Competing Product.  If
Pfizer elects to divest its interest in such Competing Product, Pfizer shall
use reasonable efforts to identify a Third Party purchaser to whom Pfizer will
divest its interest in such Competing Product and to enter into a definitive
agreement with such Third Party for such divestiture as soon as reasonably practicable
under the circumstances (which may be subject to the terms of a Hold Separate
Transaction (as defined 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


20





















 


below) as applicable).  If Pfizer
elects not to divest its interest in such Competing Product or fails to enter
into a definitive agreement with a Third Party to divest such Competing Product
(other than as part of any Hold Separate Transaction) within [ * ] months after the closing of the acquisition or merger
for which Pfizer has provided Rigel with notice, or if such divestiture is
subject to the terms of a Hold Separate Transaction, within [ * ] months after the closing of the acquisition or merger
for which Pfizer has provided Rigel with notice, then Rigel shall have the
option, upon notice to Pfizer given no later than ninety (90) days after the
earlier of: (i)  Pfizer’s election not to
divest such Competing Product; and (ii) the end of either of such [ * ] month or [ * ] month
period described above, as applicable, to terminate this Agreement, such
termination to be effective upon the expiration of such ninety (90) day notice
period unless waived by Rigel during such period.  As used herein, a “Hold Separate
Transaction” shall mean any “hold separate” transaction (whether through
the establishment of a trust or otherwise) involving the proposed sale of the
applicable Competing Product pursuant to an agreement with any Governmental
Authority responsible for antitrust laws.


 


5.5                               Pfizer’s
Option to R-112 and Allergic Rhinitis. 
In the event that Rigel either (a) terminates its active development of
R-112 for allergic rhinitis, or (b) completes Phase II(b) Trials with respect
to R-112; and Rigel has not licensed, assigned, or otherwise conveyed the right
to develop and commercialize R-112 to a Third Party prior to the completion of
such Phase II(b) Trials, then Rigel shall promptly provide Pfizer with notice
of such occurrence together with all material information regarding the
formulation, stability, safety and efficacy of R-112 and its backups; the status
of discussions with FDA or any Governmental Authorities directly relating
thereto; and relevant patent information (together, the “R-112 Notice”).  Upon Pfizer’s receipt of such notice and
supporting information, Pfizer shall have [ * ] to
provide Rigel with notice of Pfizer’s intent to negotiate an expansion of the
Field to include allergic rhinitis, or an exclusive license to R 112 and
its backups, or both.  If Pfizer elects
to engage in such negotiations, then the Parties shall negotiate in good faith,
for up to [ * ] following Pfizer’s receipt of the
R-112 Notice (the “[ * ]Day
Period”), the terms and conditions of a license to expand Pfizer’s rights under
this Agreement to include allergic rhinitis, R-112 and such additional Syk
tyrosine kinase inhibitors as the Parties agree.  During the [ * ]Day
Period, Rigel shall not negotiate with Third Parties with respect to such
subject matter.  However, such
negotiation shall be without obligation to actually enter into any agreement.  If Pfizer and Rigel do not agree on the terms
and conditions of such a license within the [ * ]Day
Period, then Rigel shall be free to grant such license(s) to any Third
Party(ies) without further obligation to Pfizer.


 


5.6                               Bankruptcy.  All rights and licenses granted under or
pursuant to any section of this Agreement are, and shall otherwise be
deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code,
licenses of rights to “intellectual property” as defined under Section 101(35A)
of the U.S. Bankruptcy Code.  The Parties
shall retain and may fully exercise all of their respective rights and
elections under the U.S. Bankruptcy Code. 
The Parties agree that a Party that is a licensee of such rights under
this Agreement shall retain and may fully exercise all of its rights and
elections under the U.S. Bankruptcy Code, and that upon commencement of a
bankruptcy proceeding by or against the licensing Party (such Party, the
“Involved Party”) under the U.S. Bankruptcy Code, the other Party (such Party,
the “Noninvolved Party”) shall be entitled to a complete duplicate of or
complete access to (as such Noninvolved Party deems appropriate), any such
intellectual property and all embodiments of such intellectual property, 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


21





















 


provided the Noninvolved Party continues to fulfill its payment or
royalty obligations as specified herein in full.  Such intellectual property and all
embodiments thereof shall be promptly delivered to the Noninvolved Party (a)
upon any such commencement of a bankruptcy proceeding upon written request
therefore by the Noninvolved Party, unless the Involved Party elects to
continue to perform all of its obligations under this Agreement or (b) if not
delivered under (a) above, upon the rejection of this Agreement by or on behalf
of the Involved Party upon written request therefor by the Noninvolved
Party.  The foregoing is without
prejudice to any rights the Noninvolved Party may have arising under the U.S.
Bankruptcy Code or other applicable law.


 


5.7                               Negative
Covenant.  Pfizer and its Affiliates
shall not Develop or Commercialize Compounds or Products outside of the scope
of the license granted to Pfizer under Section 5.1.


 


5.8                               HSR.  Promptly following signing of this Agreement,
Pfizer and Rigel shall take (i) all actions necessary to make the filing
required under the HSR Act, and (ii) reply at the earliest possible date with
any requests for information received from the United States Federal Trade
Commission (“FTC”) or Antitrust Division of the United States Department
of Justice (“DoJ”) pursuant to the HSR Act.  The Parties shall, to the extent reasonably
practicable, consult with one another prior to making any filings, responses to
inquiries or other contacts with the FTC or DoJ concerning the transactions contemplated
hereby and shall use commercially reasonable efforts to obtain any clearances
related to this Agreement that are necessary under the HSR Act.  Each Party shall be responsible for its own
costs in connection with such filing, except that Pfizer shall be solely
responsible for the applicable filing fees.


 


5.9                               Access
to Documents.  From and after the
date of this Agreement and until the Effective Date, upon reasonable advance
notice, each Party shall permit the other Party to have access, during normal
business hours, to all Information concerning the Compounds as such Party from
time to time may reasonably request.


 


6.                                      FINANCIAL
TERMS


 


6.1                               Upfront
Payment.  Pfizer shall pay to Rigel
(a) an upfront payment of [ * ] payable
within fifteen (15) days after the date of Pfizer’s receipt of an invoice from
Rigel issued on or at any time after the Effective Date, and (b) on the date
such [ * ] payment is made, five million
dollars ($5,000,000), payable in exchange for 190,694 shares of Rigel common
stock pursuant to the Common Stock Purchase Agreement attached hereto as Exhibit
B.


 


6.2                               Milestone
Payments.


 


(a)                                  Pfizer
shall pay Rigel a milestone payment (each, an “Event Milestone Payment”)
in respect of each of the following events (each, an “Event Milestone”)
in the particular amounts specified below no later than ten (10) Business Days
after the date of Pfizer’s receipt of an invoice from Rigel.  Pfizer will notify Rigel within ten (10)
Business Days of the occurrence of each Event Milestone described in (iii) to
(xii) below that entitles Rigel to issue the invoice concerned.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


22





















 


	
   

  	
   

  	
  For Compounds

  	
   

  	
  Event Milestone

  
	
  (i)

  	
   

  	
  [ * ]

  	
   

  	
  Earlier
  of Pfizer’s determination to commence Advanced Preclinical Development of the
  first Compound, or 180 days (as this may be extended pursuant to Section 3.5)
  from delivery to Pfizer by Rigel of the data resulting from the completion by
  Rigel of its tasks under the Research Plan for such Compound.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  [ * ]

  	
   

  	
  Earlier
  of Pfizer’s determination to commence Advanced Preclinical Development of a
  second Compound, or 180 days (as this may be extended pursuant to Section 3.5)
  from delivery to Pfizer by Rigel of the data resulting from the completion by
  Rigel of its tasks under the Research Plan for such Compound.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  [ * ]

  	
   

  	
  Commencement
  of Phase I Trial for the first Compound

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  [ * ]

  	
   

  	
  Commencement
  of Phase II(a) Trial for the first Compound

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  [ * ]

  	
   

  	
  Commencement
  of Phase II(b) Trial for the first Compound

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  [ * ]

  	
   

  	
  Commencement
  of Phase III Trials for the first Compound

  



 


	
   

  	
   

  	
  For Products

  (other than

  Combination Products)

  	
   

  	
  For Combination

  Products

  	
   

  	
  Event Milestone

  
	
  (vii)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Acceptance
  of an NDA for the first Product or Combination Product, as applicable, in the
  United States

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Acceptance
  of filings for Regulatory Approval for the first Product or Combination
  Product, as applicable, in three of the five Major European Countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Acceptance
  of filing for Regulatory Approval for the first Product or Combination
  Product, as applicable, in Japan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Launch
  of the first Product or Combination Product, as applicable, in the United
  States

  



 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


23





















 


	
  (xi)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Launch
  of the first Product or Combination Product, as applicable, in three of the
  five Major European Countries

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  Launch
  of the first Product or Combination Product, as applicable, in Japan

  



 


(b)                                  [
* ] of the Event Milestone Payments in subsections (vii) through (xii)
above, shall be credited against the royalty payments set forth in Section 6.3,
provided, however, no royalty payment shall be reduced by more
than [ * ] by any such credit.


 


(c)                                  All
Event Milestone Payments set forth in this Section 6.2 shall be paid to
Rigel only once regardless of the number of Compounds or Products developed
under the Collaboration.  Event Milestone
Payments owed to Rigel under this Section 6.2 which refer to the “first
Compound” or “first Product” shall be paid to Rigel for the first Compound or
first Product to achieve such Event Milestone, regardless of whether such
Compound or Product comprises the first Compound selected by Pfizer pursuant to
Section 3.3 or 3.4(a).  Royalty
payments set forth in Section 6.3 shall be paid to Rigel for each Product
sold.


 


(d)                                  If
a Phase II(b) Trial or Phase III Trial of a Product Commences, or a Product is
the subject of an NDA, such Product shall be deemed to have achieved the Event
Milestones prior to that stage of Development, and if a related Event Milestone
Payment for such earlier stage of clinical trial has not been previously paid,
it shall then be paid.


 


(e)                                  In
the event that a Party has given the other Party any notice of termination of
this Agreement under Section 9, no further Event Milestone Payments shall
become due during such notice period.


 


6.3                               Royalty
Payments.  Pfizer shall pay Rigel the
following royalty payments based on Net Sales of each Product in the Territory:


 


(a)                                  [
* ] for Net Sales in a calendar year up to [ * ];


 


(b)                                  [
* ] for Net Sales in a calendar year over [ * ]
and up to [ * ];


 


(c)                                  [
* ] for Net Sales in a calendar year over [ * ]
and up to [ * ]; and


 


(d)                                  [
* ] for Net Sales in a calendar year over [ * ].


 


Notwithstanding the foregoing, (i) for Net
Sales based on sales of a Product in the United States, any payments owed with
respect to such Product pursuant to this Section 6.3 shall be reduced
(x) by [ * ] for any period of time
during the Royalty Term during which no Patent under the Rigel Patents with a
Valid Claim covering such Product are in effect in the United States, subject
to Section 6.4, and (y) by [ * ] if during
the relevant Pfizer Quarter there is Generic Competition 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


24





















 


in the United States; provided that in
no event shall such payments be reduced by more than [ * ]
as a result of the events described in clauses (x) and (y)  above occurring; and (ii) for Net Sales based
on sales of a Product in a country in the Territory, other than the United
States, any payments owed with respect to such Product pursuant to this Section 6.3
shall be reduced by [ * ] in the
country concerned if during the relevant Pfizer Quarter there is Generic
Competition in such country.


 


6.4                               Pending
Patent Applications.  If a pending
patent application that is included within the Rigel Patents issues in a
country after the Royalty Term has already expired in such country, and such
issued Patent contains a Valid Claim, then Pfizer shall, (a) within sixty (60)
days after receipt from Rigel of evidence of such issuance from the relevant
Governmental Authority, pay to Rigel royalties based on Net Sales in such
country from the date of the expiration of the Royalty Term in such country up
to and including the date of issuance of such Patent and (b) continue to make
Royalty Payments in such country so long as there is a Valid Claim Controlled
by Rigel covering a Product in such country. 
This Section 6.4 shall also apply if there has been a reduction in
the royalty payments paid to Rigel pursuant to Section 6.3 and a Rigel
Patent with a Valid Claim later issues (in which case the amount of any related
royalty reduction effected pursuant to Section 6.3 shall then be paid to
Rigel).


 


6.5                               Payments
and Payment Reports.  All royalties
due under Section 6.3 shall be paid within sixty (60) days of the end of
the relevant Pfizer Quarter for which such royalties are due.  Each royalty payment shall be accompanied by
a statement stating the number, description, and aggregate Net Sales, by
country, of each Product sold during the relevant Pfizer Quarter.


 


6.6                               Payment
Method.  All payments due under this
Agreement to Rigel shall be made by bank wire transfer in immediately available
funds to an account designated by Rigel. 
All payments hereunder shall be made in the legal currency of the United
States of America.


 


6.7                               No
Credits or Refunds.  Other than as
set forth under Sections 3.5, 6.2(b) and 6.12, all payments to Rigel hereunder
shall be noncreditable and nonrefundable.


 


6.8                               Taxes.
It is understood and agreed between the Parties that any payments made under Section 6.1
or 6.2 of this Agreement are inclusive of any value added or similar tax
imposed upon such payments.  In addition,
in the event any of the payments made by Pfizer pursuant to Section 6
become subject to withholding taxes under the laws of any jurisdiction, Pfizer
shall deduct and withhold the amount of such taxes for the account of Rigel to
the extent required by law, such amounts payable to Rigel shall be reduced by
the amount of taxes deducted and withheld, and Pfizer shall pay the amounts of
such taxes to the proper Governmental Authority in a timely manner and promptly
transmit to Rigel an official tax certificate or other evidence of such tax
obligations together with proof of payment from the relevant Governmental
Authority of all amounts deducted and withheld sufficient to enable Rigel to
claim such payment of taxes. Any such
withholding taxes required under applicable law to be paid or withheld shall be
an expense of, and borne solely by, Rigel. 
Pfizer will provide Rigel with reasonable assistance to enable
Rigel to recover such taxes as permitted by law.


 


6.9                               Blocked
Currency.  In each country where the
local currency is blocked and cannot be removed from the country, royalties
accrued in that country shall be paid to Rigel in 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


25





















 


the country in local currency by deposit in a local bank designated by
Rigel, unless the Parties otherwise agree.


 


6.10                        Sublicenses.  In the event that Pfizer grants licenses or
sublicenses to Third Parties to sell Products that are subject to the royalties
under Section 6.3, such licenses or sublicenses shall include an
obligation for the licensee or sublicense to account for and report its sales
of Products on the same basis as if such sales were Net Sales by Pfizer, and
Pfizer shall pay to Rigel, with respect to such sales, royalties as if such
sales of the licensee or sublicense were Net Sales of Pfizer.


 


6.11                        Foreign
Exchange.  Conversion of sales
recorded in local currencies to U.S. dollars will be performed in a manner
consistent with Pfizer’s normal practices used to prepare its audited financial
statements for external reporting purposes, provided that such practices use a
widely accepted source of published exchange rates.


 


6.12                        Interest.  If Pfizer fails to make any payment due to
Rigel under this Agreement, then interest shall accrue on a daily basis at a
rate equal to the thirty (30) day U.S. dollar LIBOR rate effective for the date
that payment was due, as published by The Wall Street Journal.


 


6.13                        Records;
Audits.  Each Party shall keep or cause
to be kept such records as are required to determine, in a manner consistent
with generally accepted accounting principles in the United States, the sums or
credits due under this Agreement, including, but not limited to Net Sales.  At the request (and expense) of either Party,
the other Party and its sublicensees shall permit an independent certified
public accountant appointed by such Party and reasonably acceptable to the
other Party, at reasonable times not more than once a year and upon reasonable
notice, to examine only those records as may be necessary to determine, with
respect to any calendar year ending not more than three (3) years prior to such
Party’s request, the correctness or completeness of any royalty report or
payment made under this Agreement. 
Results of any such examination shall be (i) binding on the Parties
other than in the case of manifest error, (ii) limited to information relating
to the Products, (iii) made available to both Parties, and (iv) subject to Article 8.  The Party requesting the audit shall bear the
full cost of the performance of any such audit, unless such audit discloses a
variance of more than five percent (5%) from the amount of the original report,
royalty or payment calculation, in which case the Party being audited shall
bear the full cost of the performance of such audit.  Pfizer shall promptly pay to Rigel the amount
of any underpayment of royalties revealed by an examination and review.  Any overpayment of royalties by Pfizer
revealed by an examination and review shall be fully-creditable against future
royalty payments under Section 6.3.


 


7.                                      INTELLECTUAL
PROPERTY


 


7.1                               General
Principles.  Except as provided in
the following sentence, all inventions having as inventors solely employees or
independent contractors of one Party in the course of the Parties’ performance
under this Agreement and all intellectual property rights therein (“Sole
Inventions”), shall be the property of such Party, except as otherwise provided
below.  All inventions covering Compounds
made by Pfizer pursuant to Section 3.9(a) shall be treated as Joint
Inventions, regardless of actual inventorship, and all inventions made by
Pfizer and assigned to Rigel under Section 3.9(a) shall be deemed Sole
Inventions of Rigel, regardless of 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


26





















 


actual inventorship.  All
inventions having as inventors employees or independent contractors of both
Parties in the course of the Parties’ performance under this Agreement, and all
intellectual property rights therein (“Joint Inventions”), shall be jointly
owned by the Parties.  Determinations of
inventorship, and each Party’s rights and interests to Joint Inventions and
jointly created Know-How, shall be the same as provided with respect to patents
under United States law, and in particular, subject in all cases to the
provisions of this Agreement, including without limitation Sections 3.9 and
5.3, either Party may exploit or grant licenses under such Joint Inventions and
jointly created know-how without a duty of accounting to the other Party.


 


7.2                               Disclosure.  Each Party shall promptly disclose to the
other Party any Joint Invention, or variations upon inventions disclosed in the
Rigel Patents or otherwise relating to the Compounds, that are discovered or
reduced to practice the course of the Collaboration that it believes may be
patentable.


 


7.3                               Patent
Prosecution and Maintenance. Except as otherwise provided in this Section 7.3,
each Party shall direct the filing, prosecution (including any interferences,
reissue proceedings and reexaminations) and maintenance of all Patents covering
its Sole Inventions.


 


(a)                                  Rigel
shall direct the filing, prosecution (including any interferences, reissue
proceedings and reexaminations) and maintenance of all Rigel Patents.  Rigel shall consult with Pfizer in connection
with the continued prosecution and maintenance by Rigel of the patents under
Rigel Patents to the extent they are directed to the rights licensed to Pfizer
under this Agreement, including, in particular (but without limitation) as
described in subsections (i) — (iii) below. 
Rigel shall not abandon any such Rigel Patents without at least sixty
(60) days’ prior notice to Pfizer.  If
Rigel decides to abandon any such Rigel Patents, Pfizer shall have the option
to continue the prosecution and maintenance of such patents and related
applications at its expense.


 


(i)                                    Rigel
will provide Pfizer with copies of all
correspondence with the U.S. Patent and Trademark Office or its foreign
counterparts pertaining to prosecution of Rigel Patents to the extent
they are directed to the rights licensed to Pfizer under this Agreement, and as to which Pfizer has a license under this
Agreement, reasonably in advance of any relevant filing deadline or intended
filing date for Pfizer to review and comment thereon, and to incorporate,
absent a substantial reason to the contrary, Pfizer’s comments on such filing
before submitting such filing to the relevant patent authority, and to provide
Pfizer with a copy of all material notices received from a patent authority
with respect thereto;


 


(ii)                                Upon Pfizer’s written request, and provided
Pfizer provides such written request reasonably in advance of any relevant
filing deadline or intended filing date, Rigel will file patent applications
(including continuations, divisionals and continuations in part) directed
to the rights licensed to Pfizer under this Agreement, including but not limited to separate applications in the United States
for the purpose of obtaining Hatch-Waxman extensions, and Pfizer shall bear the
costs associated with filing, prosecuting and maintaining such patent
applications; and


 


(iii)                            Rigel
shall notify Pfizer at least 90 days prior to the deadline for entering into
national phase with respect to any PCT application included in the Rigel
Patents.  


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


27





















 


Rigel shall file, prosecute and maintain such patent applications in
each of the countries set forth on Schedule 7.3(a)(iii) (the “Rigel
Country List”), unless otherwise consented to in writing by Pfizer.  Pfizer shall reimburse Rigel for [ * ] of the costs Rigel incurs after the Effective Date
associated with the filing, prosecuting and maintaining of patent applications
covering rights licensed to Pfizer under this Agreement for those countries set
forth on the Rigel Country List, provided, however, that the total costs borne
by Pfizer associated with such patent applications in countries on the Rigel
Country List shall not exceed [ * ].  No later than 60 days prior to said entry
into national phase, Pfizer shall provide Rigel with a list of additional
countries, if any, in which Pfizer would like Rigel to file or designate, as
applicable, such patent applications. 
Rigel shall file international patent applications, or designate for
national filing and file, in all such countries requested by Pfizer, and Pfizer
shall reimburse Rigel for all costs incurred in connection with filing,
prosecuting and maintaining such patent applications and related patents in the
countries specified by Pfizer.


 


(iv)                               Pfizer
shall reimburse Rigel for the costs Rigel incurred prior to the Effective Date
associated with the filing, prosecuting and maintaining patent applications
directed towards Compounds that were filed in the countries set forth in Schedule 7.3(a)(iv).  Such costs shall be set forth in the first
quarterly reimbursement invoice submitted to Pfizer pursuant to Section 7.9.
Rigel shall file, prosecute and maintain such patent applications in each of
the countries set forth on Schedule 7.3(a)(iv), unless otherwise
consented to in writing by Pfizer. 
Pfizer shall reimburse Rigel for all of the costs Rigel incurs after the
Effective Date associated with the filing, prosecuting and maintaining of
patent applications covering rights licensed to Pfizer under this Agreement for
those countries set forth on Schedule 7.3(a)(iv).


 


(b)                                  Pfizer
shall direct the filing, prosecution (including any interferences, reissue
proceedings and reexaminations) and maintenance of all Pfizer Patents and all
Patents for Joint Inventions.  Pfizer
shall consult with Rigel in connection with the continued prosecution and
maintenance by Pfizer of the Patents for Joint Inventions (the “Joint
Patents”).  Pfizer shall not abandon any
such Joint Patents without at least sixty (60) days’ prior notice to
Rigel.  If Pfizer decides to abandon any
such Joint Patents, Rigel shall have the option to continue the prosecution and
maintenance of such patents and related applications at its expense.  Pfizer will provide Rigel with copies of all correspondence with the U.S. Patent and
Trademark Office or its foreign counterparts pertaining to prosecution of Joint
Patents, reasonably in advance of any relevant filing deadline or intended
filing date for Rigel to review and comment thereon, and to incorporate, absent
a substantial reason to the contrary, Rigel’s comments on such filing before
submitting such filing to the relevant patent authority, and to provide Rigel
with a copy of all material notices received from a patent authority with
respect thereto.


 


(c)                                  The
Party that, pursuant to this Section 7.3, directs the filing, prosecution
and maintenance of a particular Patent shall bear all expenses associated with
such activities, unless expressly provided for otherwise herein.


 


(d)                                  Each Party shall cooperate with the other and
take all reasonable additional actions and execute such agreements, instruments
and documents as may be reasonably required to perfect the other’s ownership
interest in accordance with the intent of this Agreement including, without
limitation, the execution of necessary and appropriate instruments of
assignment to achieve such joint ownership as set forth in Section 7.1 and
the provision, on a 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


28





















 


reasonable basis, of its employees, agents,
consultants and independent contractors to the other Party (or to the other
Party’s authorized attorneys, agents or representatives), to the extent
reasonably necessary to enable the prosecuting Party to undertake Patent
prosecution for Joint Inventions as provided in this Agreement.  In addition, Rigel agrees that
it will, and will cause its Affiliates to, (i) execute and file those notices
and other filings as Pfizer shall request be made, from time to time with the
United States Patent and Trademark Office (or any successor agency) with
respect to the rights granted under this Agreement, (ii) maintain at all times
during the term of this Agreement the Rigel Patents free and clear of any and
all mortgages, liens, pledges and security interests, and (iii) as a condition
to any transfer of any such Rigel Patents, any such transferee shall be
obligated to perform all of Rigel’s obligations under this Agreement with
respect to the transferred Patents.


 


7.4                               Enforcement
of Patent Rights.


 


(a)                                  Enforcement
of Pfizer Patents.  In the event that
Rigel becomes aware of a suspected infringement of any Pfizer Patent or any
Patent covering a Sole Invention of Pfizer that covers a Compound or Product,
Rigel shall notify Pfizer promptly, and following such notification, the
Parties shall confer.  Pfizer shall have
the sole right, but shall not be obligated, to bring an infringement action or
to defend such proceedings at its own expense, in its own name and entirely
under its own direction and control.


 


(b)                                  Enforcement
of Rigel Patents.  In the event that
either Party becomes aware of a suspected infringement by a Third Party of any
Rigel Patent licensed to Pfizer under this Agreement and such potential
infringement or claim relates to a Compound or a Product, such Party shall
notify the other Party promptly, and following such notification, the Parties
shall confer.  Pfizer shall have the
right, but shall not be obligated, to bring an infringement action at its own
expense, in its own name and entirely under its own direction and control.
Rigel, upon request of Pfizer, agrees to join in any such litigation at
Pfizer’s expense and to cooperate with Pfizer in connection with such
litigation.


 


(c)                                  Enforcement
of Joint Patents.  In the event that
either Party becomes aware of a suspected infringement of any Joint Patent,
such Party shall notify the other Party promptly.  Following such notification, the Parties
shall confer.  Pfizer shall have the
right, but shall not be obligated, to bring an infringement action or to defend
such proceedings at its own expense, in its own name and entirely under its own
direction and control.  Rigel, upon
request of Pfizer, agrees to join in any such litigation at Pfizer’s expense
and to cooperate with Pfizer in connection with such litigation.


 


(d)                                  If
Pfizer fails to prosecute any action described in subsections (a), (b) or (c)
of this Section 7.4, Rigel shall have the right upon 60 days prior notice
to Pfizer, at Rigel’s sole expense and for Rigel’s sole benefit, to institute
any such litigation.


 


(e)                                  Recoveries.  In the event either Party exercises the
rights conferred in this Section 7.4 and recovers any damages or other
sums in such action, suit or proceeding or in settlement thereof, such damages
or other sums recovered shall first be applied to all out-of-pocket costs and
expenses incurred by such Party in connection therewith, including attorneys
fees.  If after such reimbursement any
funds shall remain from such damages or other sums 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


29





















 


recovered, and such funds shall be retained by such Party that
controlled the litigation.  If Pfizer is
the Party to exercise the rights conferred in this Section 7.4, [ * ].


 


7.5                               Defense
of Third Party Claims.  If a claim is brought by a Third Party
alleging patent infringement by Pfizer or Rigel with respect to the
manufacture, use, sale, offer for sale or importation of a Compound or Product,
each Party will give prompt notice to the other Party of such claim.  Promptly upon receipt of such notice, the
Parties shall meet and discuss in good faith if such activity infringes such Third Party’s intellectual property
rights, and shall take necessary steps on this matter.  In the event of any Third Party claim against
a Party with respect to the Research Program or Products, each Party shall,
subject to the rights of each Party under Section 11 below, be entitled to
defend itself in such matter.


 


7.6                               License
to Third-Party Patents.  If Pfizer
(a) reasonably determines in good faith that, in order to avoid infringement of
any patent not licensed to Pfizer hereunder, it is reasonably necessary to
obtain a license related to a Compound from a Third Party in order to make,
use, sell, offer for sale or import a Compound in a country in the Territory
and to pay a royalty or other fee under such license (including, without
limitation, in connection with settlement of a patent infringement claim), or
(b) shall be subject to a final court or other binding order or ruling
requiring the payment of a royalty or other payment to a Third Party patent
holder in respect of sales of any Product in a country in the Territory, then
the amount of royalty payments to Rigel with respect to Net Sales for such
Product in such country shall be reduced by the lesser of (i)[ * ].


 


7.7                               Hatch-Waxman Certification.  Each
Party shall inform the other of any certification regarding any Patent it has
received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or
(j)(2)(A)(vii)(IV) or its successor provisions or any similar provisions in a
country in the Territory other than the United States and shall provide the
other Party with a copy of such certification within five (5) days after
receipt. The Parties’ rights with respect to the initiation and prosecution of any
legal action as a result of such certification or any recovery obtained as a
result of such legal action shall be as defined in Section 7.4.


 


7.8                               Patent
Term Restoration/Supplemental Protection. 
The Parties hereto shall cooperate with each other in obtaining patent
term restoration or supplemental protection certificates or their equivalents
in any country in the Territory where applicable to Rigel Patents.  In the event that elections with respect to
obtaining such patent term restoration are to be made, Pfizer shall have the
right to make the election and Rigel agrees to abide by such election.


 


7.9                               Reimbursement.  Rigel shall invoice Pfizer for any costs
incurred by Rigel that are to be borne by Pfizer pursuant to this Article 7
following each Pfizer Quarter in the United States.  Pfizer shall pay Rigel within thirty (30)
days following Pfizer’s receipt of any such invoice.


 


8.                                      CONFIDENTIALITY


 


8.1                               Treatment
of Confidential Information.  The
Parties agree that during the Term, and for a period of five (5) years after
the end of the Term, a Party receiving Confidential Information of the other
Party will (a) maintain in confidence such Confidential Information to 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


30





















 


the same extent such Party maintains its own proprietary industrial
information of similar kind and value (but at a minimum each Party shall use
commercially reasonable efforts), (b) not disclose such Confidential
Information to any Third Party without prior consent of the other Party, and
(c) not use such Confidential Information for any purpose except those
permitted by this Agreement.


 


8.2                               Exceptions.  A Party shall not
have the obligations set forth in Section 8.1 with respect to any portion
of such Confidential Information that it can show by adequate documentation:


 


(a)                                  is
publicly disclosed by the disclosing Party, either before or after it becomes
known to the receiving Party;


 


(b)                                  was
known to the receiving Party, without obligation to keep it confidential, prior
to when it was received from the disclosing Party;


 


(c)                                  is
subsequently disclosed to the receiving Party by a Third Party lawfully in
possession thereof without obligation to keep it confidential;


 


(d)                                  has
been published by a Third Party; or


 


(e)                                  has
been independently developed by the receiving Party without the aid,
application or use of Confidential Information.


 


8.3                               Authorized
Disclosure.  Notwithstanding Section 8.2,
a Party may disclose Confidential Information belonging to the other Party to
the extent such disclosure is necessary in the following instances:


 


(a)                                  filing
or prosecuting Joint Patents, Compounds or Products;


 


(b)                                  Regulatory
Filings for Products;


 


(c)                                  prosecuting
or defending litigation relating to Compounds or Products;


 


(d)                                  complying
with applicable laws and governmental regulations; and


 


(e)                                  disclosure,
in connection with the performance of this Agreement, to Affiliates, licensees, sublicensees, employees, consultants,
or agents, each of whom prior to disclosure must be bound by similar
obligations of confidentiality and non-use at least equivalent in scope to
those set forth in this Article 8.


 


8.4                               The
Parties acknowledge that the terms of this Agreement shall be treated as
Confidential Information of both Parties. 
Such terms may be disclosed by a Party to individuals or entities
covered by 8.3(e) above, each of whom prior to disclosure must be bound by
similar obligations of confidentiality and non-use at least equivalent in scope
to those set forth in this Article 8. 
Disclosure of the terms of this Agreement (but not other Confidential
Information received from the other Party) may also be made, under binders of
confidentiality and non use at 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


31





















 


least equivalent in scope to those set forth in this Article 8, to
actual or potential bankers, lenders and investors of the disclosing Party,
with Pfizer’s prior consent, such consent not to unreasonably be withheld,
conditioned or delayed.


 


8.5                               Publicity.  The public
announcement of the execution of this Agreement is set forth on Schedule 8.5a
hereto.  In addition, either Party may
make a public statement, including in analyst meetings, concerning the
Agreement or the progress of the Compound or Products where such statement:  (a) is required by law, applicable stock
exchange regulation or legal proceedings, as confirmed upon the request of the
other Party by an opinion of counsel, for the Party proposing to make such
statement, or (b) concerns one of the events
described in Schedule 8.5b. 
In connection with any filing described in subsection 8.5(a), such
Party shall endeavor to obtain confidential treatment of economic and trade
secret information.  In any event, the
Parties agree to take all reasonable action to avoid disclosure of Confidential
Information except as permitted hereunder, and shall cooperate with each other
with respect to all such disclosures. 
The Party that is required to or has otherwise decided to make a public
statement pursuant to this Section 8.5 will give the other Party sufficient
advance notice of the text of any proposed statement so that the other Party
will have the opportunity to comment upon the statement, and such comments will
be taken into account in the final statement. 
Otherwise, neither Party will make any public announcement regarding the
terms of or events related to the Agreement without the prior consent of the
other Party.


 


8.6                               Publications.  Neither
Rigel, its employees, contractors or investigators shall publish or present any
information, including without limitation the results of the Research Program
or preclinical or clinical studies with respect to any Compound or Product
without Pfizer’s prior consent (which may be withheld in its sole and final
discretion), except as required under Section 8.3(d).  During the Research Term, Pfizer
agrees to provide Rigel the opportunity to review any proposed abstracts,
manuscripts or scientific presentations (including verbal presentations) that
relate to any Compound or Product at least forty five (45) days prior to their intended submission for publication and
agrees, upon request, not to submit any such abstract or manuscript for
publication until Rigel is given a reasonable period of time to secure patent
protection for any material in such publication that it believes to be
patentable.  Rigel understands that a
reasonable commercial strategy may also require delay of publication of
information or filing of patent applications. 
The Parties agree to review and decide whether to delay publication of
information or filing of patent applications under certain circumstances.  Neither Party shall have the right to publish
or present Confidential Information of the other Party which is subject to Section 8.1.


 


9.                                      TERM
AND TERMINATION


 


9.1                               Term.


 


(a)                                  This
Agreement shall become effective on the Effective Date and shall continue until
the earlier of (i) expiration of
the last Royalty Term, and (ii)
the effective date of termination pursuant to Section 9.2, 9.3 or 9.4 (the
“Term”).


 


(b)                                  Prior
to the Effective Date, neither Rigel nor Pfizer shall have any rights or
obligations hereunder.  Notwithstanding
the foregoing, effective as of the signing of this 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


32





















 


Agreement, each of Rigel and Pfizer covenant and agree that (a)
Sections 5.8 and 5.9 (related to HSR), 8 (Confidentiality), 12 (Dispute
Resolution), and 13.12 (Standstill) shall be in full force and effect, and
(b) neither Rigel nor its Affiliates shall negotiate, engage in or
otherwise enter into any transaction involving (i) any sale or grant of any
rights or licenses to the Rigel Technology in the Field in the Territory for
Intrapulmonary Administration or with respect to Compounds, or (ii) any joint
venture, co-promotion or similar relationship involving the Rigel Technology in
the Field in the Territory for Intrapulmonary Administration or with respect to
Compounds.


 


9.2                               Termination
by Pfizer. Pfizer may terminate this Agreement:


 


(a)                                  at
any time for any reason upon ninety (90) days advance notice to Rigel; or


 


(b)                                  in
the event of a Change of Control of Rigel upon thirty (30) days advance notice
to Rigel which notice must be provided within 90 days after the consummation of
such Change of Control.


 


9.3                               Termination
By Rigel For Lack Of Diligence.


 


(a)                                  In
addition to the rights of termination in the event of material breach (Section 9.4),
Rigel may terminate this Agreement upon thirty (30) days advance notice to
Pfizer:


 


(i)                                    in
the event that Pfizer has failed to make the Event Milestone Payment to Rigel
under to Sections 6.2(a)(i) prior to the expiration of the last time period
allowed for Pfizer to make such payment under Sections 3.3 and 3.4(a), as such
time period may be extended pursuant to Section 3.5, and the Parties have
not agreed by the end of such time period to the commencement of a de novo
discovery program pursuant to Section 3.10.  In the case of such an extension pursuant to Section 3.10,
if no payment was made to Rigel under Section 6.2(a)(i) during the
Research Term (as such term was in effect prior to such extension), all
compounds listed on Schedule 1.13, and all analogs, derivatives,
prodrugs, stereoisomers, salts and polymorphs of such compounds, shall be
deleted from the definition of “Compound” and Rigel may thereafter license,
develop and commercialize such compounds, subject to the restrictions set forth
in Section 5.3;


 


(ii)                                in
the event that Pfizer has failed to fulfill its Diligent Efforts obligations
under Section 4.2, provided, however, that such termination
shall apply to the Agreement as a whole only if Pfizer has failed to fulfill
its Diligent Efforts obligations as to each Product then in Development.  If Pfizer has continued to fulfill its
Diligent Efforts obligations as to at least one Product remaining in Development,
then such termination shall be on a Compound-by-Compound and Product-by-Product
basis and Rigel shall have solely the right to terminate Pfizer’s license with
respect to the Compound or Product that were the subject of the diligence
failure; or


 


(iii)                            if,
at any time during the Term, both of the following conditions (A) and (B) are
satisfied, regardless of reason:  (A) it
has been more than [ * ] since the
later of 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


33





















 


(x) the date of Pfizer’s most recent payment to Rigel of an Event
Milestone Payment under Section 6.2(a)(i) or 6.2(a)(ii), or (y) the date
of Pfizer’s most recent designation of a Compound for Advanced Preclinical
Development without making such a payment in accordance with the last sentence
of Section 3.4(c), and (B) no Compound or Product is then in clinical
Development or Advanced Preclinical Development under this Agreement.


 


(b)                                  In
addition to the foregoing, Rigel may terminate Pfizer’s license under Section 5.1
as to an individual Compound and its related Product(s) if it has been more
than [ * ] since the payment of the Event
Milestone Payment for such Compound pursuant to Section 6.2(a)(i) or
6.2(a)(ii), or the designation of such Compound for Advanced Preclinical
Development pursuant to the last sentence of Section 3.4(c), and for any
reason Pfizer has not Commenced a Phase I Clinical Trial of a Product
incorporating such Compound.  In such
event, Rigel’s rights with respect to such Compound and Product shall remain
subject to Section 5.3.


 


(c)                                  In
the event of any termination by Rigel pursuant to this Section 9.3
(whether of the Agreement as a whole or as to particular license rights),
termination shall be Rigel’s sole and exclusive remedy with respect to such
failure of diligence.


 


9.4                               Mutual
Termination Rights.  Either Party may
terminate this Agreement if:


 


(a)                                  It
believes that the other Party is in material breach of this Agreement, in which
case the non-breaching Party may deliver notice of such material breach to the
other Party, such notice to describe in detail the nature of such breach.  The allegedly breaching Party shall have
ninety (90) days from receipt of such notice to cure such breach (or, if such
default cannot be cured within such 90-day period, the breaching Party must
commence and diligently continue actions to cure such default during such
90-day period).  Any such termination
shall become effective at the end of such 90-day period unless the breaching
Party has cured any such breach or default prior to the expiration of such
90-day period (or, if such default is capable of being cured but cannot be
cured within such 90-day period, the breaching Party has commenced and
diligently continued actions to cure such default provided always that, in such
instance, such cure must have occurred within one hundred eighty (180) days
after notice thereof was provided to the breaching Party by the non-breaching
Party to remedy such default); or


 


(b)                                  The
other Party is generally unable to meet its debts when due, or makes a general
assignment for the benefit of its creditors, or there shall have been appointed
a receiver, trustee or other custodian for such Party for or a substantial part
of its assets, or any case or proceeding shall have been commenced or other
action taken by or against such Party in bankruptcy or seeking the
reorganization, liquidation, dissolution or winding-up of such Party or any
other relief under any bankruptcy, insolvency, reorganization or other similar
act or law, and any such event shall have continued for sixty (60) days
undismissed, unstayed, unbonded and undischarged.  In such circumstances, the other Party may,
upon notice to such Party, terminate this Agreement, such termination to be
effective upon such Party’s receipt of such notice; or


 


(c)                                  The
Effective Date has not occurred, for any reason, by [ * ].


 


(d)                                  If
a Party gives notice of termination under this Section 9.4, or if Rigel
gives notice of termination under Section 9.3(a)(ii) and 9.3(a)(iii), and
the other Party disputes 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


34





















 


whether such notice was proper, then the issue of whether this
Agreement has been terminated shall be resolved in accordance with Article 12.  If as a result of such dispute resolution
process it is determined that the notice of termination was proper, then such
termination shall be deemed to have been effective thirty (30) days following
the date of the notice of termination. 
If as a result of such dispute resolution process it is determined that
the notice of termination was improper, then no termination shall have occurred
and this Agreement shall remain in effect.


 


9.5                               Effect
of Termination.


 


(a)                                  Survival.


 


(i)                                    The
following provisions shall survive any expiration or termination of this
Agreement:  Articles 8, 11, 12 and 13,
and Sections 7.1 and 9.5, together with any sections referenced in such
surviving provisions or necessary to give them effect.


 


(ii)                                Except
as set forth in Section 6.2(e), termination of this Agreement shall not
relieve the Parties of any liability that accrued hereunder prior to the
effective date of such termination.  In
addition, except as provided in Section 9.3, termination of this Agreement
shall not preclude either Party from pursuing all rights and remedies it may
have hereunder or at law or in equity with respect to any breach of this
Agreement nor prejudice either Party’s right to obtain performance of any
obligation.  The remedies provided in Section 9.5(b)
are not exclusive of other remedies available to a Party in law or equity.


 


(b)                                  Licenses.


 


(i)                                    Upon termination of this Agreement by either
Party pursuant to Section 9.4(c), all licenses shall terminate.


 


(ii)                                Upon
termination of this Agreement by Pfizer pursuant to Section 9.2(a) or by
Rigel pursuant to Section 9.3 or 9.4(a) or 9.4(b), all licenses to Pfizer
under Section 5.1 shall terminate, and (A) subject to Section 9.5(b)(iv), Pfizer shall, and hereby does,
grant to Rigel an exclusive, perpetual, royalty-free license, with right to
sublicense and to enforce patents, under all Pfizer Patents and Pfizer
Know-How, to make, have made, use, import, offer for sale and sell Compounds
(as defined as of the Effective Date) and Products comprising such Compounds,
for any mode of administration and any indication, and (B) subject to Section 9.5(b)(iv),
Pfizer shall transfer to Rigel, without charge other than reimbursement of
out-of-pocket expenses, the following materials that are in Pfizer’s
possession, in each case that solely relate to such Compounds and
Products:  (i) all preclinical data,
manufacturing Know-How and human clinical experience database; (ii) all
Regulatory Filings; and (iii) all correspondence with the FDA or equivalent
foreign agencies ((i), (ii) and (iii), collectively, the “Product
Documents”).  Rigel shall have the right
to use the Product Documents and the information contained therein as it sees
fit in the development and commercialization of products.  Pfizer shall have no liability whatsoever for
any inaccuracy or incompleteness of the Product Documents, except in the event
of its failure to provide such documents to Rigel.


 


(iii)                            Upon termination by Rigel of Pfizer’s license
rights as to a specific Compound and Product pursuant to Section 9.3(a)(ii)
or 9.3(a)(iii), the license to Pfizer under 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


35





















 


Section 5.1 shall terminate solely as to
such Compound and Product, and (A) subject to Section 9.5(b)(iv), Pfizer
shall, and hereby does, grant to Rigel an exclusive, perpetual, royalty-free
license, with right to sublicense and to enforce patents, under all Pfizer
Patents and Pfizer Know-How, to make, have made, use, import, offer for sale
and sell, such Compound and Product, and (B) subject to Section 9.5(b)(iv),
Pfizer shall transfer to Rigel, without charge other than reimbursement of
out-of-pocket expenses, all Product Documents related to such Compound and
Product.  In such case, Rigel’s rights
with respect to such Compound and Product shall remain subject to the
exclusivity provisions of Section 5.3.


 


(iv)                               In the event of any license granted to Rigel
pursuant to this Section 9.5(b), then such license shall include the right
to make, have made, use, import, offer for sale or sell any device that was
used by Pfizer in conjunction with the Compound(s) or Product(s) only as
follows:


 


(1)                                 If the device that was used in conjunction with
the Compound(s) or Product(s) licensed to Rigel under this Section 9.5(b)
is manufactured by a Third Party and is substantially proprietary to such Third
Party (rather than Pfizer or an Affiliate of Pfizer), then, to the extent
permitted by agreements between Pfizer and such Third Party (the “Device
Licenses”), Pfizer shall, upon Rigel’s written request, assign to Rigel all of
its rights and obligations (including the obligation to make applicable royalty
or other payments) under the Device Licenses in order to make, have made, use,
import, offer for sale and sell, such Compound or Product (including the
device).  In the event that Pfizer is
prohibited from making such assignment under the terms of the Device Licenses
(and fails to obtain consent for such assignment from such Third Party after
using its commercially reasonable efforts), then, to the extent permitted by
the Device Licenses and upon Rigel’s written request (A) the license granted
under this Section 9.5(b) shall include Pfizer’s rights with respect to such
device for a period not exceeding 60 days following the applicable date of
termination pursuant to Section 9.2, 9.3 or 9.4 (as the case may be), (B)
Pfizer shall use commercially reasonable efforts to authorize Rigel to procure
such device directly from the Third Party, and (C) Pfizer shall use
commercially reasonable efforts to facilitate Rigel in establishing a direct
vendor relationship with such Third Party.


 


(2)                                 If the device that was used in conjunction with
the Compound(s) or Product(s) licensed to Rigel is substantially proprietary to
Pfizer or an Affiliate of Pfizer (rather than a Third Party), whether or not
such device is manufactured by a Third Party, then the license granted to Rigel
under this Section 9.5(b) shall exclude any rights to make, have made,
use, import, offer for sale or sell such device.


 


(v)                                   Upon termination of this Agreement by Pfizer
pursuant to Section 9.2(b) or Section 9.4(a) or 9.4(b), the licenses
to Pfizer under Section 5.1 shall remain in effect, subject to the adjustment
mechanisms of Sections 3.3 and 3.4(a). 
In such case, Pfizer shall remain liable for the Event Milestone
Payments and royalties due under Article 6, but, in the event of
termination by Pfizer pursuant to Section 9.4(a), may offset against such
payment obligations any contract damages that are determined to be due to
Pfizer pursuant to Article 12.  Upon
termination by Pfizer pursuant to Section 9.2(b), the JRC formed under Article 2
shall be disbanded, Pfizer shall have no further obligation to deliver Research
Plan(s) and Development Plan(s) under this Agreement, and each Party’s
exclusivity obligations under Section 5.3 shall 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


36





















 


terminate. 
Upon termination by Pfizer pursuant to Section 9.4(a) or 9.4(b),
Pfizer shall be relieved of its remaining obligations to Rigel under this
Agreement except (subject to the foregoing provisions of this Section 9.5(b)(v))
for Pfizer’s obligations under Articles 6, 7, 8 and 11.


 


(vi)                               Upon
termination by reason of the expiration of the Royalty Term with respect to any
Product, then as of the effective date of such termination and on a
country-by-country basis, the license from Rigel to Pfizer under Section 5.1
shall convert to a fully-paid, royalty-free, exclusive, sublicensable license
under the Rigel Technology to make, have made, use, import, offer for sale and
sell such Product for Intrapulmonary Administration and Other Topical
Administration in the Field, subject, however, to the royalty provisions of Section 6.4
in the event a Rigel Patent with a Valid Claim later issues covering such
Product in such country.


 


(c)                                  Assignment
of Section 3.9 Patents.  Upon
termination of this Agreement by Pfizer pursuant to Section 9.2(a) or by
Rigel pursuant to Section 9.3 or 9.4(a) or 9.4(b), Pfizer shall promptly
assign to Rigel all of its right, title, and interest in and to all patents and
patent applications filed by Pfizer, or that Pfizer has the right to file,
pursuant to Section 3.9(a).


 


(d)                                  Royalty
Payable By Rigel.  In the event of termination
by Rigel of Pfizer’s rights as to a specific Compound or Product pursuant to Section 9.2(b),
or of the Agreement as a whole pursuant to Section 9.3 or 9.4, then if
Rigel, either alone or through a sublicensee, Commercializes a Product under a
license from Pfizer pursuant to Section 9.5(b), Rigel shall pay to Pfizer a royalty of [ * ] of Net Sales of such Product in the Territory.


 


10.                               REPRESENTATIONS
AND WARRANTIES


 


10.1                        General
Representations and Warranties.  Each
Party represents and warrants to the other that, as of the date hereof:


 


(a)                                  it
is duly organized and validly existing under the laws of its state or country
of incorporation, and has full corporate power and authority to enter into this
Agreement and to carry out the provisions hereof;


 


(b)                                  it
is duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder, and the person or persons executing this Agreement on
its behalf has been duly authorized to do so by all requisite corporate action;


 


(c)                                  this
Agreement is legally binding upon it and enforceable in accordance with its
terms.  The execution, delivery and
performance of this Agreement by it does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a party or by
which it may be bound, nor violate any material law or regulation of any
Governmental Authority having jurisdiction over it;


 


(d)                                  it
has not granted, and will not grant during the Term of the Agreement,
any right to any Third Party that would conflict with the rights granted to the
other Party hereunder.  It has (or will
have at the time performance is due) maintained and will maintain and keep in
full force and effect all agreements necessary to perform its obligations
hereunder;


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


37





















 


(e)                                  it
is aware of no action, suit or inquiry or investigation instituted by any
governmental agency that questions or threatens the validity of this Agreement;
and


 


(f)                                    all
necessary consents, approvals and authorizations of all governmental
authorities and other Persons required to be obtained by such Party to enter
into, or perform its obligations under, this Agreement have been obtained,
other than in connection with the HSR Act.


 


10.2                        Representations
and Warranties of Rigel.  As of the
date hereof, Rigel hereby represents and warrants to Pfizer as follows:


 


(a)                                  to
the best of Rigel’s knowledge, the patents that will issue from the patent
applications set forth on Schedule 1.65 will be valid and
enforceable;


 


(b)                                  Rigel
has not received any written notice or claim that Rigel is infringing any Third
Party Patent through activities related to Compounds or Products, and to the
best of its knowledge no Third Party is infringing any Rigel Patent;


 


(c)                                  to
the best of its knowledge, the manufacture of Compounds through Rigel’s current
process does not, and the use or sale by Pfizer of any Compound would not,
infringe any patents of Third Parties existing as of the execution of this
Agreement;


 


(d)                                  Rigel
is the legal and beneficial owner of, or has the right to grant to Pfizer the
rights granted herein to, all Rigel Technology with respect to the Compounds,
and no other Person has any right, interest or claim in or to such rights, and
Rigel has not entered into any agreement granting any right or interest in such
Rigel Technology with respect to the Compounds;


 


(e)                                  Schedule 1.65
contains a complete and correct list as of the Effective Date of all patents
and patent applications Controlled by Rigel or any of its Affiliates relating
to any Compound or any Product that cover rights licensed to Pfizer in this
Agreement;


 


(f)                                    none
of the rights of Rigel or its Affiliates under the Rigel Patents set forth on Schedule 1.65
have been licensed to Rigel or its Affiliates from any Third Party, and none of
such rights were developed with funding from the United States government or
other governmental entity; and


 


(g)                                 Rigel
has disclosed to Pfizer all material Information known to Rigel concerning the
Compounds.


 


10.3                        Disclaimer
Concerning Technology. EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EXCEPT FOR THOSE SET FORTH IN THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY
RIGHTS OF THIRD PARTIES OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE
PRACTICES, IN ALL CASES WITH RESPECT THERETO. 
NOTWITHSTANDING 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


38





















 


ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (A) BOTH PARTIES
ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING THE DILIGENT EFFORTS OF THE
PARTIES, THE ACTIVITIES TO BE CONDUCTED UNDER THE RESEARCH PROGRAM AND ANY
DEVELOPMENT PLAN PREPARED BY PFIZER ARE INHERENTLY UNCERTAIN, AND THAT THERE
ARE NO ASSURANCES THAT THE PARTIES WILL SUCCESSFULLY IDENTIFY A DRUG CANDIDATE
OR THAT ANY SUCH CANDIDATE WILL BE SUCCESSFULLY DEVELOPED AND COMMERCIALIZED BY
PFIZER AS A PRODUCT; AND (B) EACH PARTY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, TO THE CONTRARY.


 


11.                               INDEMNITIES


 


11.1                        Mutual
Indemnification.  Subject to Section 11.3,
each Party hereby agrees to indemnify, defend and hold the other Party, its
Affiliates, its licensees, and its and their officers, directors, employees,
consultants, contractors, sublicensees and agents (collectively,
“Representatives”) harmless from and against any and all damages or other
amounts payable to a Third Party claimant, as well as any reasonable attorneys’
fees and costs of litigation arising out of any such Claim (as defined in this Section 11.1),
(collectively, “Damages”) resulting from claims, suits, proceedings or causes
of action (“Claims”) brought by a Third Party against a Party or its
Representatives based on: (a) breach of any representation or warranty by the
indemnifying Party contained in this Agreement, (b) breach of any applicable
law by such indemnifying Party, or (c) gross negligence or willful misconduct
by such indemnifying Party, its Affiliates, or their respective employees,
contractors or agents.


 


11.2                        Indemnification
by a Party.


 


(a)                                  Subject
to Section 11.3, Pfizer hereby agrees to indemnify, defend and hold Rigel
and its Representatives harmless from and against any Damages resulting from
Claims brought by a Third Party against Rigel or its Representatives resulting
directly or indirectly from Pfizer’s Development or Commercialization of any
Product, except to the extent that such Damages are covered by Rigel’s
indemnification of Pfizer pursuant to Section 11.1.


 


(b)                                  Subject
to Section 11.3, Rigel hereby agrees to indemnify, defend and hold Pfizer
and its Representatives harmless from and against any Damages resulting from
Claims brought by a Third Party against Pfizer or its Representatives resulting
directly or indirectly from Rigel’s Development or Commercialization of any
product comprising a compound that has reverted from Pfizer back to Rigel under
this Agreement, except to the extent that such Damages are covered by Pfizer’s
indemnification of Rigel pursuant to Section 11.1.


 


11.3                        Conditions
to Indemnification.  In the event
that any Third Party asserts a claim with respect to any matter for which a
Party (the “Indemnified Party”) is entitled to indemnification hereunder
(a “Third Party Claim”), then the Indemnified Party shall promptly notify
the Party obligated to indemnify the Indemnified Party (the “Indemnifying
Party”) thereof; provided, however, that no delay on the part
of the Indemnified Party in notifying the Indemnifying Party shall relieve the
Indemnifying Party from any obligation hereunder unless (and then only to the
extent that) the Indemnifying Party is prejudiced thereby.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


39





















 


(a)                                  The
Indemnifying Party shall have the right, exercisable by notice to the
Indemnified Party within ten (10) Business Days of receipt of notice from the
Indemnified Party of the commencement of or assertion of any Third Party Claim,
to assume direction and control of the defense, litigation, settlement, appeal
or other disposition of the Third Party Claim (including the right to settle
the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable
to the Indemnified Party; provided, that the Indemnifying Party
shall seek the prior consent of any such Indemnified Party as to any settlement
that would materially diminish or materially adversely affect the scope,
exclusivity or duration of any Patents licensed under this Agreement, would
require any payment by such Indemnified Party, would require an admission of
legal wrongdoing in any way on the part of an Indemnified Party or would effect
an amendment of this Agreement. In the case of any Third Party Claim that is
the subject of Section 11.3, Pfizer shall be entitled to control the
defense of such Third Party Claim subject to the remaining provisions of this Section 11.


 


(b)                                  Within
ten (10) days after the Indemnifying Party has given notice to the Indemnified
Party of its intended exercise of its right to defend a Third Party Claim, the
Indemnifying Party shall be entitled, at its sole cost and expense, to assume
and conduct such defense, with counsel selected by the Indemnifying Party.  During such time as the Indemnifying Party is
controlling the defense of such Third Party Claim, the Indemnified Party shall
cooperate, and cause its Affiliates and agents to cooperate upon request of the
Indemnifying Party in the defense or prosecution of the Third Party Claim,
including by furnishing such records, information and testimony and attending
such conferences, discovery proceedings, hearings, trials or appeals as may
reasonably be requested by the Indemnifying Party.  In the event that the Indemnifying Party does
not notify the Indemnified Party of the Indemnifying Party’s intent to defend
any Third Party Claim within ten (10) Business Days after notice thereof, the
Indemnified Party may (without further notice to the Indemnifying Party)
undertake the defense thereof with counsel of its choice and at the
Indemnifying Party’s reasonable expense (including reasonable, out-of-pocket
attorneys’ fees and costs and expenses of enforcement or defense).  The Indemnifying Party or the Indemnified
Party, as the case may be, shall have the right to join in (including the right
to conduct discovery, interview and examine witnesses and participate in all
settlement conferences), but not control, at its own expense, the defense of
any Third Party Claim that the other Party is defending as provided in this
Agreement.


 


(c)                                  In
no event may an Indemnified Party settle or compromise any Third Party Claim
for which it/he/she intends to seek indemnification from the Indemnifying Party
hereunder without the prior consent of the Indemnifying Party, or the
indemnification provided under such Section 11.1, 11.2 or 11.3 as to such
Third Party Claim shall be null and void.


 


11.4                        Exclusion
of Damages.  IN NO EVENT SHALL EITHER
PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER
BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, UNLESS
SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
LIABLE PARTY.  EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, INDEMNIFICATION PURSUANT TO THIS ARTICLE 11
SHALL BE THE SOLE AND EXCLUSIVE REMEDY (WHETHER BASED ON 


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


40





















 


CONTRACT, TORT OR ANY OTHER LEGAL THEORY) AVAILABLE TO RIGEL OR PFIZER
FOR ANY MATTERS COVERED THEREIN.


 


12.                               DISPUTE
RESOLUTION


 


12.1                        Disputes.  The Parties recognize that disputes as to
certain matters may from time to time arise during the Term that relate to
either Party’s rights and/or obligations hereunder.  It is the objective of the Parties to
facilitate the resolution of disputes arising under this Agreement in an
expedient manner by mutual cooperation and without resort to litigation.  To accomplish this objective, the Parties
agree that, in the event of any disputes, controversies or differences that may
arise between the Parties, out of or in relation to or in connection with this
Agreement, or for the breach thereof, upon the request of either Party, the
Parties agree to meet and discuss in good faith a possible resolution thereof.  If the matter is not resolved within sixty
(60) days following the request for discussions, either Party may commence an
action in accordance with Section 12.2 below. Notwithstanding the
foregoing, each Party shall be entitled to seek injunctive relief and specific
performance in any Court without waiting for the expiration of any such sixty
(60) day period.


 


12.2                        Governing
Law; Jurisdiction.  Resolution of all
disputes arising out of or related to this Agreement or the performance,
enforcement, breach or termination of this Agreement and any remedies relating
thereto, shall be governed by and construed under the substantive laws of the
State of Delaware, without regard to conflicts of law rules that would provide
for application of the law of a jurisdiction outside Delaware.  If such controversy or claim cannot be
resolved by means of negotiations as described in Section 12.1, then such
controversy or claim shall be resolved by the
United States District Court for the District of Delaware or a local court
sitting in Wilmington, Delaware (collectively, the “Courts”).  Each Party (a) irrevocably submits to the
exclusive jurisdiction in the Courts, for purposes of any action, suit or other
proceeding relating to or arising out of this Agreement, and (b) agrees not to
raise any objection at any time to the laying or maintaining of the venue of
any such action, suit or proceeding in any of the Courts, irrevocably waives
any claim that such action, suit or other proceeding has been brought in an
inconvenient forum and further irrevocably waives the right to object, with
respect to such action, suit or other proceeding, that such Court does not have
any jurisdiction over such Party.


 


13.                               MISCELLANEOUS


 


13.1                        Entire
Agreement; Amendment.  This
Agreement, including the exhibits attached hereto, sets forth the complete,
final and exclusive agreement and all the covenants, promises, agreements,
warranties, representations, conditions and understandings between the Parties
hereto and supersedes and terminates all prior agreements and understandings
between the Parties.  There are no
covenants, promises, agreements, warranties, representations, conditions or
understandings, either oral or written, between the Parties other than as are
set forth herein and therein.  No
subsequent alteration, amendment, change or addition to this Agreement shall be
binding upon the Parties unless reduced to writing and signed by an authorized
officer of each Party.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


41





















 


13.2                        Force
Majeure.  Both Parties shall be
excused from the performance of their obligations under this Agreement to the
extent that such performance is prevented by force majeure and the
nonperforming Party promptly provides notice of the prevention to the other
Party.  Such excuse shall be continued so
long as the condition constituting force majeure continues and the
nonperforming Party takes reasonable efforts to remove the condition.  For purposes of this Agreement, force majeure
shall include conditions beyond the control of the Parties, including without limitation,
an act of God, voluntary or involuntary compliance with any regulation, law or
order of any government, war, civil commotion, labor strike or lock-out,
epidemic, failure or default of public utilities or common carriers,
destruction of production facilities or materials by fire, earthquake, storm or
like catastrophe; provided, however, the payment of invoices due
and owing hereunder shall not be delayed by the payer because of a force
majeure affecting the payer, unless such force majeure specifically precludes
the payment process.


 


13.3                        Notices.  Any notices, approvals, or consents required
or permitted to be given under this Agreement shall be in writing, shall
specifically refer to this Agreement and shall be deemed to have been
sufficiently given for all purposes if mailed by first class certified or
registered mail, postage prepaid, internationally recognized express delivery
service or personally delivered.  Unless
otherwise specified in writing, the mailing addresses of the Parties shall be
as described below:


 


	
   

  	
  For Rigel:

  	
  Rigel Pharmaceuticals, Inc.

  
	
   

  	
   

  	
  1180 Veterans Boulevard

  
	
   

  	
   

  	
  South San Francisco, CA 94080

  
	
   

  	
   

  	
  Fax: (650) 624-1101

  
	
   

  	
   

  	
  Attn:

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Cooley Godward LLP

  
	
   

  	
   

  	
  Five Palo Alto Square

  
	
   

  	
   

  	
  3000 El Camino Real

  
	
   

  	
   

  	
  Palo Alto, CA 94306-2155

  
	
   

  	
   

  	
  Fax: (650) 849-7400

  
	
   

  	
   

  	
  Attention: Robert L. Jones, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
  For Pfizer:

  	
  Pfizer Inc.

  
	
   

  	
   

  	
  235 East 42nd Street

  
	
   

  	
   

  	
  New York, New York 10017

  
	
   

  	
   

  	
  Fax: 212-808-8924

  
	
   

  	
   

  	
  Attention: Executive Vice President and General
  Counsel

  



 


13.4                        United
States Dollars.  References in this
Agreement to “Dollars” or “$”
shall mean the legal tender of the United States of America.


 


13.5                        No
Strict Construction.  This Agreement
has been prepared jointly and shall not be strictly construed against either
Party.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


42





















 


13.6                        Assignment.  Neither Party may assign or transfer this
Agreement or any rights or obligations hereunder without the prior consent of
the other; provided, however, that a Party may make such an
assignment without the other Party’s consent (a) to an Affiliate or in
conjunction with a merger, acquisition, or sale of all or substantially all of
the assets of such Party to which this Agreement pertains, or (b) if such Party or its Affiliates is required to, or
reasonably believes that it will be required to, divest any Product or a
competing product in order to comply with law or the order of any Governmental
Authority as a result of a merger or acquisition.  Any assignment or attempted assignment by
either Party in violation of the terms of this Section 13.6 shall be null
and void and of no legal effect.


 


13.7                        Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


13.8                        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.


 


13.9                        Severability.  If any one or more of the provisions of this
Agreement is held to be invalid or unenforceable by any court of competent
jurisdiction from which no appeal can be or is taken, the provision shall be
considered severed from this Agreement and shall not serve to invalidate any
remaining provisions hereof.  The Parties
shall make a good faith effort to replace any invalid or unenforceable
provision with a valid and enforceable one such that the objectives
contemplated by the Parties when entering into this Agreement may be realized.


 


13.10                 Headings.  The headings for each article and section in
this Agreement have been inserted for convenience of reference only and are not
intended to limit or expand on the meaning of the language contained in the
particular article or section.


 


13.11                 No
Waiver.  Any delay in enforcing a
Party’s rights under this Agreement or any waiver as to a particular default or
other matter shall not constitute a waiver of such Party’s rights to the future
enforcement of its rights under this Agreement, excepting only as to an express
written and signed waiver as to a particular matter for a particular period of
time.


 


13.12                 Standstill.


 


(a)                                  During the Standstill Period,
neither Pfizer nor any of its Affiliates, without the prior consent of Rigel or
except as provided for in this Agreement, in any agreement referred to herein,
or in any agreement executed after the date hereof by Rigel with Pfizer or any
of its Affiliates:


 


(i)                                    acquire or agree, offer, seek or
propose to acquire ownership, or cause ownership to be acquired (including, but
not limited to, beneficial ownership as defined in Rule 13d-3 under the
Exchange Act) of any Voting Stock of Rigel or securities convertible or
exchangeable into or exercisable for any Voting Stock of Rigel if as a result
of such acquisition, Pfizer and its Affiliates in the aggregate would own more
than [ * ] of the Voting Stock of Rigel at
the time of such acquisition;


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


43





















 


(ii)                                initiate or participate as the
soliciting party in any Proxy Solicitation with respect to the voting of any Voting Stock of Rigel;


 


(iii)                            form or join, or permit any Affiliate to form or
join, any partnership, limited partnership, syndicate or other “group” (within the meaning of Section 13(d)(3)
of the Securities Exchange Act) with respect to the acquisition of
any Voting Stock of Rigel that would violate clause (i) above;


 


(iv)                               arrange, or in any way participate
in, any financing for the purchase of any Voting Stock or securities
convertible or exchangeable into or exercisable for any Voting Stock or assets
of Rigel that would violate clause (i) above; or


 


(v)                                   enter into any discussions,
negotiations, arrangements or understandings with, or advise, assist or
encourage any other Person with respect to, any of the foregoing prohibited
matters.


 





Nothing
contained in this Section 13.12 shall preclude Pfizer from making
proposals, on a confidential basis, to Rigel or its Board of Directors, or from
seeking a waiver from Rigel of any of the foregoing provisions of this Section 13.12.


 


(b)                                  Notwithstanding
anything to the contrary contained herein, the prohibitions set forth in this Section 13.12(a)
shall not apply to (i) any investment in any Voting Stock of Rigel by or on behalf
of any pension or employee benefit plan or trust, including without limitation
(1) any direct or indirect interests in portfolio securities held by an
investment company registered under the Investment Company Act of 1940, as
amended, or (2) interests in securities comprising part of a mutual fund or
broad based, publicly traded market basket or index of stocks approved for such
a plan or trust in which such plan or trust invests; or (ii) Voting Stock of
Rigel held by a Person acquired by Pfizer on the date such Person first entered
into an agreement to be acquired by Pfizer or acquired after such Person was
acquired by Pfizer pursuant to an agreement requiring (but only to the extent
requiring) such Person to acquire such Voting Stock, which agreement was in
effect on the date such Person first entered into an agreement to be acquired
by Pfizer, or (iii) any assets or securities of Rigel, as debtor, that are
acquired in a transaction subject to the approval of the United States
Bankruptcy Court pursuant to proceedings under the United States Bankruptcy
Code, or (iv) any securities sold to any Third Party as part of an Acquisition
Proposal or Business Combination or voted for or against any such Acquisition
Proposal or Business Combination.


 


(c)                                  The provision of this Section 13.12
shall terminate and shall be of no further force and effect from and after the
date that any of the following is disclosed (i) a Third Party
independently or in concert with others commences or makes an Acquisition
Proposal, (ii) Rigel solicits or conducts discussions or negotiations with
respect to a Third-Party offer for an Acquisition Proposal or a Business
Combination, (iii) Rigel enters
into an agreement with a Third Party with respect to an Acquisition Proposal or
a Business Combination, or (iv) Rigel or a Third Party announces (by press release, the filing of a
report on a Schedule 13D, the making of a tender or exchange offer or
otherwise) that it is in discussions or negotiations with respect to an
Acquisition Proposal or a Business Combination.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


44





















 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


45





















 


IN
WITNESS WHEREOF, the Parties have executed this Agreement in
duplicate originals by their proper officers as of the date and year first
above written.


 


 


	
  RIGEL PHARMACEUTICALS, INC.

  	
  PFIZER INC.

  
	
   

  	
   

  
	
  BY:

  	
  /S/ RAUL RODRIGUEZ

  	
   

  	
  BY:

  	
  /S/ LISA RICCIARDI

  	
   

  
	
   

  	
   

  
	
  NAME:

  	
  RAUL RODRIGUEZ

  	
   

  	
  NAME:

  	
  LISA RICCIARDI

  	
   

  
	
   

  	
   

  
	
  TITLE:

  	
  EXECUTIVE V.P., COO

  	
   

  	
  TITLE: 

  	
  SENIOR VICE PRESIDENT, LICENSING

  	
   

  
	
   

  	
  AND DEVELOPMENT

  	
   

  
										



 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


46





















 


Exhibit
A-1


 


Research
Plan for [ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


47





















 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


48





















 


Exhibit
A-2


 


Research
Plan for Compounds


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


49





















 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


50





















 


Exhibit B


 


RIGEL PHARMACEUTICALS, INC.


 


COMMON STOCK PURCHASE AGREEMENT


 


THIS
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made
as of March 10, 2005, by and between RIGEL
PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and PFIZER INC., a Delaware corporation (“Pfizer”).


 


WHEREAS,
the Company desires to issue, and Pfizer desires to acquire, stock of the
Company as herein described, on the terms and conditions hereinafter set forth;


 


NOW,
THEREFORE, IT IS AGREED between the parties as follows:


 


1.             Purchase and Sale of Stock.  Pfizer hereby agrees to purchase from the
Company, and the Company hereby agrees to sell to Pfizer, an aggregate of One
Hundred and Ninety Thousand Six Hundred and Ninety Four (190,694) shares of the
Common Stock of the Company (the “Shares”) at Twenty-Six Dollars and Twenty-Two
Cents ($26.22)(1) per share, for an aggregate purchase price of five million
dollars ($5,000,000), payable in cash.  The closing hereunder, including payment for
and delivery of the Shares shall occur at the offices of the Company
immediately following the execution of this Agreement, or at such other time
and place as the parties may mutually agree.


 


2.             Limitations on Transfer.  Pfizer shall not assign, hypothecate, donate,
encumber or otherwise dispose of any interest in the Shares except in
compliance with the provisions herein and applicable securities laws.  The Company shall not be required (a) to
transfer on its books any of the Shares which shall have been transferred in
violation of any of the provisions set forth in this Agreement or (b) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.


 


3.             Restrictive Legends.  All certificates representing the Shares
shall have endorsed thereon (a) any legend required by appropriate blue sky
officials and (b) a legend in substantially the following form (in addition to
any other legend which may be required by other agreements between the parties
hereto):


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED UNLESS THE SALE IS MADE IN ACCORDANCE WITH RULE 144
UNDER THE ACT,


 










(1)  The price per share will equal [ * ] of the
Current Market Price.  The “Current
Market Price” means the average of the daily closing prices as reported by the
Nasdaq National Market for the five trading days immediately preceding the
execution date of that certain Collaborative Research and License Agreement by
and between the Company and Pfizer.


 


[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


51





















 


THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SHARES, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.”


 


4.             Company Representations.  In connection with the sale and purchase of
the Shares, the Company represents to Pfizer the following:


 


4.1          The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all corporate power and
authority required to conduct its business as presently conducted.


 


4.2          The
Company has all requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement, and this Agreement has been duly
authorized and validly executed and delivered by the Company.  All corporate actions on the part of the
Company necessary for the authorization, execution, delivery of, and the
performance of all obligations of the Company under this Agreement and the
authorization, issuance, reservation for issuance and delivery of all of the
Shares being sold hereunder have been taken. 
When issued in accordance with the provisions of this Agreement, the
Shares will be validly authorized and issued, fully paid and nonassessable, and
will not be subject to any mortgage, lien, pledge, security interest, charge or
similar encumbrance.


 


4.3          This
Agreement is legally binding upon the Company and enforceable against the
Company in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditor’s rights, (b) general principles
of equity that restrict the availability of equitable remedies, and (c) to the
extent that the enforceability of the indemnification provisions set forth in
Section 6.8 may be limited by applicable law. 
The execution, delivery and performance of this Agreement by the Company
do not (x) conflict with its certificate incorporation, bylaws or any
agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, or (y) violate any material law or regulation of
any court, agency, department or other instrumentality of any foreign, federal,
state, county, city or other political subdivision (each a “Governmental Authority”) having
jurisdiction over it.  All necessary
consents, approvals and authorizations of, and all filings with, all
Governmental Authorities and other persons required to be obtained or made by
the Company to enter into, or perform its obligations under, this Agreement
have been obtained or made (as the case may be), except for such consents,
approvals or authorizations that must be made after the date hereof, which will
be obtained or made (as the case may be) in a timely manner.


 


4.4          There
is no material action, suit or governmental proceeding pending or, to the
knowledge of the Company, threatened against or involving the Company or any of
its properties or other assets or which questions the validity of this
Agreement or any action taken or to be taken by the Company pursuant to this
Agreement or in connection with the transactions contemplated hereby.  There is no fact or circumstance known to the
Company that would reasonably be expected to give rise to any material action,
suit, proceeding, inquiry or investigation against, relating to or affecting
the Company or any of its properties or other assets.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


52





















 


The Company is not subject to
any judgment, order or decree that materially restricts its business practices
or its ability to acquire any property or conduct its business in any area.


 


4.5          The
Company is not (a) in violation of its certificate of incorporation or its
bylaws, (b) to the knowledge of the Company, in material violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, or (c) in
default (and there exists no condition which, with the passage of time or
otherwise, would constitute a default) in the performance of any material
contract to which it is a party or by which it may be bound.  No notice, charge, claim, action or assertion
has been received by the Company alleging such a violation or default.


 


4.6          The financial statements of the Company
and the related notes contained in the Company’s annual report on Form 10-K for
the year ended December 31, 2003 and any Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed subsequent thereto (excluding any and all
financial information furnished and not filed in a Current Report on Form 8-K,
by press release or otherwise) with the Securities and Exchange Commission (the
“SEC”) by the Company (collectively,
the “SEC Documents”) have been prepared
from and are in accordance with the books and records of the Company and
present fairly, in accordance with United States generally accepted accounting
principles (“GAAP”), the financial
condition of the Company as of the dates indicated, and the results of its
operations and cash flows for the periods therein specified. Such financial
statements (including the related notes) have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods therein specified and
have complied, as of their respective dates, in all material respects with the
applicable accounting requirements and rules and regulations of the SEC.  Except as disclosed and adequately reserved
for in such financial statements (other than such draw downs as have been made
under the Company’s existing equipment credit lines), the Company has no
material debts, liabilities or (whether accrued or fixed, known or unknown,
absolute or contingent, matured or unmatured, or determined or determinable).
Other than as disclosed in the SEC Documents, since December 31, 2003, the
business of the Company has been conducted in the ordinary course and there has not been any change or event that
has had, or would reasonably be expected to have, individually or in the
aggregate, a material adverse on the business, operations, assets, financial
condition or results of operation of the Company.


 


4.7          The
Company has filed in a timely manner all documents that the Company was
required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq
Marketplace Rules during the twelve (12) months preceding the date of this
Agreement.  The SEC Documents complied in
all material respects with the requirements of the Securities Act of 1933, as
amended (the “Securities Act”), and the
Exchange Act and the rules and regulations of the SEC promulgated thereunder as
of their respective filing dates, and none of the SEC Documents, including any
financial statements or schedules included or incorporated by reference
therein, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Chief Executive Officer and the Chief
Financial Officer of the Company have signed, and the Company has furnished to
the SEC, all certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002 (the “Certifications”). 
The Certifications have not been modified or withdrawn, and neither the
Company nor any of it officers has received notice


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


53





















 


from any governmental entity
questioning or challenging the accuracy, completeness, content, form or manner
of filing or submission of the Certifications.


 


5.             Pfizer Representations.  In connection with the sale and purchase of
the Shares, Pfizer represents to the Company the following:


 


5.1          Pfizer
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all corporate power and authority
required to conduct its business as presently conducted.


 


5.2          Pfizer
has all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement, and this Agreement has been duly
authorized and validly executed and delivered by Pfizer.  All corporate actions on the part of Pfizer
necessary for the authorization, execution, delivery of, and the performance of
all obligations of Pfizer under this Agreement have been taken.


 


5.3          This
Agreement is legally binding upon Pfizer and enforceable against Pfizer in
accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditor’s rights, (b) general principles of equity
that restrict the availability of equitable remedies, and (c) to the extent
that the enforceability of the indemnification provisions set forth in Section
6.8 may be limited by applicable law. 
The execution, delivery and performance of this Agreement by Pfizer do
not (x) conflict with its certificate incorporation, bylaws or any material
agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, or (y) violate any material law or regulation of
any Governmental Authority having jurisdiction over it.  All necessary consents, approvals and
authorizations of, and all filings with, all Governmental Authorities and other
persons required to be obtained or made by Pfizer to enter into, or perform its
obligations under, this Agreement have been obtained or made (as the case may
be), except for such consents, approvals or authorizations that must be made
after the date hereof, which will be obtained or made (as the case may be) in a
timely manner.


 


5.4          Pfizer
has requested, received, reviewed and considered all information it deemed
relevant in making an informed decision to purchase the Shares.  Pfizer is purchasing the Shares for
investment for Pfizer’s own account only and not with a view to, or for resale
in connection with, any “distribution” thereof within the meaning of the
Securities Act.


 


5.5          Pfizer
understands that the Shares have not been registered under the Securities Act
by reason of a specific exemption therefrom, which exemption depends upon,
among other things, the bona fide nature of Pfizer’s investment intent as
expressed in Section 5.4.


 


5.6          Pfizer
further acknowledges and understands that the Shares must be held until the
Shares are registered under the Securities Act or an exemption from such
registration is available for sale or other transfer.  Pfizer understands that the certificate
evidencing the Shares will be imprinted with a legend which prohibits the
transfer of the Shares unless the sale is made in accordance with Rule 144 under
the Securities Act, as in effect from time to time (“Rule


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


54





















 


144”),
such Shares are registered in accordance with the Securities Act or the Company
receives an opinion of counsel reasonably satisfactory to the Company that such
registration is not required.


 


5.7          Pfizer
is familiar with the provisions of Rule 144, which, in substance, permits
limited public resale of “restricted securities” acquired, directly or
indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions.


 


5.8          The
Shares may be resold by Pfizer in certain limited circumstances subject to the
provisions of Rule 144, which requires, among other things: (a) the availability
of certain public information about the Company and (b) the resale occurring
following the required holding period under Rule 144 after Pfizer has
purchased, and made full payment of (within the meaning of Rule 144), the
securities to be sold.


 


5.9          Pfizer
further understands that at the time Pfizer wishes to sell the Shares there may
be no public market upon which to make such a sale.


 


5.10        Pfizer
further warrants and represents that by reason of its, or of its management’s,
business or financial experience, Pfizer has the capacity to protect its own
interests in connection with the transactions contemplated in this
Agreement.  Further, Pfizer is aware of
no publication of any advertisement in connection with the transactions
contemplated in this Agreement.


 


5.11        Pfizer
further warrants and represents that it is an accredited investor within the
meaning of Regulation D under the Securities Act.


 


6.             Piggyback Registration Rights.


 


6.1          Definitions.  For purposes of this
Section 6, the following terms shall have the following respective meanings:


 


(a)           “Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of effectiveness
of such registration statement or document.


 


(b)           “Registration Expenses” shall mean all
expenses incurred by the Company in complying with Section 6.2 hereof,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, and blue sky fees
and expenses.


 


(c)           “Selling Expenses” shall mean all
underwriting discounts and selling commissions applicable to a sale of Shares
pursuant to Section 6.2(a).


 


6.2          Piggyback
Registrations.  The Company shall notify Pfizer in
writing at least ten (10) days prior to the filing of a registration statement
under the Securities Act for purposes of a public offering of securities of the
Company (excluding registration statements relating to employee benefit plans,
the offer and sale of debt securities, with respect to corporate


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


55





















 


reorganizations or other
transactions under Rule 145 of the Securities Act, or with respect to a solely
primary offering of securities of the Company) and will afford Pfizer an
opportunity to include in such registration statement all or part of the Shares
held by Pfizer.  In the event that Pfizer
desires to include in any such registration statement all or any part of the
Shares held by it, it shall, within ten (10) days after the above-described
notice from the Company, so notify the Company in writing.  Such notice shall state the intended method
of disposition of the Shares by Pfizer. 
If Pfizer decides not to include all of the Shares in a registration
statement filed by the Company, Pfizer shall nevertheless continue to have the
right to include any remaining Shares in any subsequent registration statement
or registration statements as may be filed by the Company with respect to
secondary offerings of its securities, all upon the terms and conditions set
forth herein.


 


(a)           Underwriting.  If the registration
statement under which the Company gives notice pursuant to this
Section 6.2 is for an underwritten offering, the Company shall so advise
Pfizer.  In such event, Pfizer’s right to
be included in a registration pursuant to this Section 6.2 shall be
conditioned upon such Pfizer’s participation in such underwriting and the
inclusion of any Shares to be sold by Pfizer in the underwriting to the extent
provided herein.  In the event that
Pfizer proposes to distribute any Shares through such underwriting, it shall
enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. 
Notwithstanding any other provision of this Agreement, if the
underwriter determines in good faith that marketing factors require a
limitation of the number of shares to be underwritten, the number of shares
that may be sold by selling stockholders in the underwriting shall be allocated
first, to Pfizer on a pro rata
basis with any stockholders of the Company with registration rights at the time
of such offering based on the aggregate number of shares of the Company’s
Common Stock held by Pfizer and such stockholders that are subject to such
registration rights (such that the number of Shares then held by Pfizer that
Pfizer is able to include in such underwriting is proportional to the number of
shares of Common Stock of the Company that are included by any other selling
stockholder relative to the total number of shares of Common Stock of the
Company then held by such selling stockholder that are subject to such
registration rights); and second, on a pro
rata basis to any stockholders of the Company that are not included
in the first category. If Pfizer disapproves of the terms of any such
underwriting, Pfizer may elect to withdraw therefrom by written notice to the
Company and the underwriter, delivered at least five (5) business days prior to
the effective date of the registration statement or the date of an offering
under a registration statement that contemplates a distribution of securities
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
(a “Shelf Registration
Statement”), as applicable. 
Any Shares excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration.


 


(b)           Right
to Terminate Registration.  The
Company shall have the right to terminate or withdraw any registration
initiated by it pursuant to this Section 6.2 prior to the effectiveness of
such registration whether or not Pfizer has elected to include Shares in such
registration.  The Registration Expenses
of such withdrawn registration shall be borne by the Company in accordance with
Section 6.3 hereof.


 


6.3          Expenses
of Registration.  Except
as specifically provided herein, all Registration Expenses incurred in
connection with any registration pursuant to Section 6.2 herein


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


56





















 


shall be borne by the
Company.  All Selling Expenses incurred
in connection with any registrations hereunder shall be borne by the holders of
the securities so sold pro rata on the
basis of the number of shares so sold.


 


6.4          Obligations
of the Company.  Whenever
required to effect the registration of any Shares, the Company shall, as
expeditiously as reasonably possible:


 


(a)           Prepare
and file with the SEC a registration statement with respect to such Shares and
use its commercially reasonable best efforts to cause such registration
statement to become effective as soon as practicable.  The Company shall not be required to file,
cause to become effective or maintain the effectiveness of any Shelf
Registration Statement; provided,
however, that the foregoing shall
not limit the Company’s obligations under Section 6.2 to the extent that the
Company is obligated to file, cause to become effective or maintain the
effectiveness of any Shelf Registration Statement for the benefit of other
stockholders of the Company.


 


(b)           Subject
to Section 6.4(a), use its commercially reasonable best efforts to prepare and
file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement for a period not exceeding the earlier of (i) the second
anniversary of the date hereof; or (ii) such time as all of the Shares held by
Pfizer have been sold.


 


(c)           Furnish
to Pfizer such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as Pfizer may reasonably request in order to facilitate the
disposition of Shares.


 


(d)           Use
its commercially reasonable best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by Pfizer; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions.


 


(e)           Advise
Pfizer promptly after it shall receive notice or obtain knowledge of the
issuance of any stop order by the SEC delaying or suspending the effectiveness
of a registration statement or of the initiation of any proceeding for that
purpose; and it will promptly use its commercially reasonable best efforts to
prevent the issuance of any stop order or to obtain its withdrawal at the
earliest possible moment if such stop order should be issued.


 


(f)            In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering. 
In the event that Pfizer participates in such underwriting, it shall
also enter into and perform its obligations under such an agreement.


 


(g)           Notify
Pfizer at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event as a result of


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


57





















 


which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.


 


(h)           Cause
all such Shares registered under such registration statement to be listed on
each securities exchange on which the Common Stock of the Company is then
listed.


 


(i)            Use its commercially reasonable best efforts
to furnish, on the date that such Shares are delivered to the underwriters for
sale, if such securities are being sold through underwriters, (i) an opinion,
dated as of such date, of the counsel representing the Company for the purposes
of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and (ii) a letter dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering addressed to the underwriters, if any.


 


6.5          Obligations
of Pfizer.


 


(a)           In
the event: (i) of any request by the SEC or any other federal or state
governmental authority during the period of effectiveness of a registration
statement filed pursuant to Section 6.2 for amendments or supplements to such
registration statement or related prospectus or for additional information so
that such registration statement will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or otherwise fail to
comply with the applicable rules and regulations of the federal securities
laws; (ii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of such
registration statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose, provided that, considering the advice of counsel, the Company
reasonably believes that it must qualify in such jurisdiction; (iv) of any
event or circumstance that, considering the advice of counsel, the Company
reasonably believes necessitates the making of any changes in such registration
statement or related prospectus, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of such registration
statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of a related
prospectus, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; or (v) that the Company reasonably believes,
considering the advice of counsel, that the Company may, in the absence of a
suspension described hereunder, be required under state or federal securities
laws to disclose any corporate development, the disclosure of which could
reasonably be expected to have a material adverse effect upon the Company, its
stockholders, a potentially material transaction or event involving the
Company, or any negotiations, discussions or proposals directly relating
thereto; then the Company shall


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


58





















 


deliver a written notice (a “Suspension Notice”)
to Pfizer to the effect of the foregoing and, upon receipt of such Suspension
Notice, Pfizer will refrain from selling any Shares pursuant to such
registration statement (a “Suspension”)
until Pfizer receives copies of a supplemented or amended prospectus prepared
and filed by the Company or until Pfizer is advised in writing by the Company
that the current prospectus may be used and Pfizer has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in any such prospectus.  In
the event of a Suspension, the Company will use its commercially reasonable
efforts to cause the use of the prospectus so suspended to be resumed as soon
as reasonably practicable after delivery of a Suspension Notice to Pfizer.


 


(b)           Provided
that a Suspension is not then in effect, Pfizer may sell the Shares under the
registration statement, provided that Pfizer arranges for delivery of a current
prospectus to the transferee of such Shares to the extent such delivery is
required by applicable law.


 


6.6          Termination
of Registration Rights.  All
registration rights granted under this Section 6 shall terminate and be of no
further force and effect on the second anniversary of the date of this
Agreement.


 


6.7          Delay
of Registration; Furnishing Information.


 


(a)           Pfizer
shall not have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Section 6.


 


(b)           It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to Section 6.2 that Pfizer shall furnish to the Company
such information regarding itself, the Shares held by it and the intended
method of disposition of such Shares as shall be required to effect the
registration of such Shares.


 


6.8          Indemnification.  In the event any Shares are
included in a registration statement pursuant to Section 6.2:


 


(a)           To
the extent permitted by law, the Company will indemnify and hold harmless
Pfizer, the officers and directors of Pfizer, any underwriter (as defined in
the Securities Act) for Pfizer and each person, if any, who controls Pfizer or
the underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a “Violation”) by the
Company: (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading, or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the
Exchange Act or any


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


59





















 


state securities law in
connection with the offering covered by such registration statement; and the
Company will pay as incurred to Pfizer, or such officer, director, underwriter
or controlling person of Pfizer, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided however,
that the indemnity agreement contained in this Section 6.8(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Company,
which consent shall not be unreasonably withheld, nor shall the Company be
liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by Pfizer, or such officer,
director, underwriter or controlling person of Pfizer.


 


(b)           To
the extent permitted by law, Pfizer will, if the Shares held by Pfizer are
included in the securities as to which such registration qualifications or
compliance is being effected, indemnify and hold harmless the Company, each of
its directors, its officers and each person, if any, who controls the Company
within the meaning of the Securities Act, any underwriter and any other
stockholder selling securities under such registration statement or any of such
other stockholder’s partners, directors or officers or any person who controls
such stockholder, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling
person, underwriter or other such stockholder, or partner, director, officer or
controlling person of such other stockholder may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with written
information furnished by Pfizer under an instrument duly executed by Pfizer and
stated to be specifically for use in connection with such registration; and
Pfizer will pay as incurred any legal or other expenses reasonably incurred by
the Company or any such director, officer, controlling person, underwriter or
other stockholder, or partner, officer, director or controlling person of such
other stockholder in connection with investigating or defending any such loss,
claim, damage, liability or action if it is judicially determined that there
was such a Violation; provided, however,
that the indemnity agreement contained in this Section 6.8(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of Pfizer, which
consent shall not be unreasonably withheld; provided further,
that in no event shall any indemnity under this Section 6.8 exceed the net  proceeds from the offering received by
Pfizer.


 


(c)           Promptly
after receipt by an indemnified party under this Section 6.8 of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 6.8, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the
right to retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


60





















 


differing interests between
such indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6.8, but the omission so to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 6.8.


 


(d)           If
the indemnification provided for in this Section 6.8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) that resulted in such loss, claim,
damage or liability, as well as any other relevant equitable
considerations.  The relative fault of
the indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by Pfizer
hereunder exceed the net proceeds from the offering received by Pfizer.


 


(e)           The
obligations of the Company and Pfizer under this Section 6.8 shall survive
completion of any offering of the Shares in a registration statement and the
termination of this agreement.  No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


 


6.9          Assignment
of Registration Rights.  The
rights to cause the Company to register the Shares pursuant to this Section 6
may not be assigned by Pfizer other than to an affiliate of Pfizer.


 


6.10        Amendment
of Registration Rights.  Any
provision of this Section 6 may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and
Pfizer.  Any amendment or waiver effected
in accordance with this Section 6.10 shall be binding upon Pfizer and the
Company.  By acceptance of any benefits
under this Section 6, Pfizer hereby agrees to be bound by the provisions
hereunder.


 


7.             Rule 144 Reporting.  With a view to making available to Pfizer the
benefits of Rule 144 and any other rule or regulation of the SEC that may at
any time permit Pfizer to sell the Shares to the public without registration or
pursuant to a registration statement on Form S-3 under the Securities Act (or
any successor or similar registration form under the Securities Act)


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


61





















 


(“Form S-3”), the Company covenants and
agrees to use its commercially reasonable efforts to: (a) make and keep public
information regarding the Company available, as those terms are understood and
defined in Rule 144, until such time as all the Shares have been sold; (b) file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and (c) furnish to
Pfizer upon written request, as long as Pfizer owns any Shares, (x) a written
statement by the Company that it has complied with the reporting requirements
of Rule 144 and the Exchange Act or that it qualifies as a registrant whose
securities may be registered on Form S-3, (y) a copy of the Company’s most
recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q and (z) such
other documents filed with the SEC as Pfizer may reasonably request in order to
avail itself of any rule or regulation of the SEC that permits the selling of
any Shares without registration.


 


8.             Miscellaneous.


 


8.1          Notices.
All notices required or permitted hereunder shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, and if not during normal business hours of the
recipient, then on the next business day, (c) five (5) calendar days after
having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All
communications shall be sent to the other party hereto at such party’s address
hereinafter set forth on the signature page hereof, or at such other address as
such party may designate by written notice to the other party hereto.


 


8.2          Successors
and Assigns.  This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer herein set forth, be
binding upon Pfizer’s successors and assigns.


 


8.3          Governing
Law; Venue.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.  The parties agree
that any action brought by either party to interpret or enforce any provision
of this Agreement shall be brought in, and each party agrees to, and does
hereby, submit to the jurisdiction and venue of, the appropriate state or
federal court sitting in Wilmington, Delaware.


 


8.4          Further
Execution.  The parties
agree to take all such further commercially reasonable action(s) as may
reasonably be necessary to carry out and consummate the transactions
contemplated by this Agreement as soon as practicable, and to take whatever
commercially reasonable steps may be necessary to obtain any governmental
approval in connection with or otherwise qualify the issuance of the Shares.


 


8.5          Entire
Agreement; Amendment. 
This Agreement, together with the Collaborative Research and License
Agreement, dated as of January           ,
2005, between the Company and Pfizer, constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements or understandings, whether written or oral.  This Agreement may not be amended, modified
or revoked, in whole or in part, except by an agreement in writing signed by
each of the parties hereto.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


62





















 


8.6          Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. 
In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (a) such provision shall be
excluded from this Agreement, (b) the balance of this Agreement shall be
interpreted as if such provision were so excluded and such that the objectives
contemplated by the parties when entering into this Agreement may be realized,
and (c) the balance of this Agreement shall be enforceable in accordance with
its terms.


 


8.7          Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


63





















 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first
above written.


 


	
   

  	
  RIGEL
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
  Address:
  1180 Veterans Boulevard

  
	
   

  	
   

  	
   South
  San Francisco, CA 94080

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raul
  Rodriguez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raul
  Rodriguez

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive VP
  and C.O.O.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PFIZER
  INC.

  
	
   

  	
   

  
	
   

  	
  Address: 235
  East 42nd Street

  
	
   

  	
   

  	
  New York, NY
  10017

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Lisa
  Ricciardi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lisa
  Ricciardi

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior V.P.,
  Licensing and Development

  	
   

  
														



 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


64





















 


Schedule 1.13


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


65





















 


Schedule 1.57


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


66





















 


Schedule 1.65


 


Rigel Patents


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


67





















 


Schedule 1.69


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


68





















 


Schedule 3.6


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


69





















 


Schedule 7.3(a)(iii)


 


Rigel Country List


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


70





















 


Schedule 7.3(a)(iv)


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


71





















 


Schedule 8.5a


 


Press Release


 


RIGEL AND
PFIZER SIGN COLLABORATIVE RESEARCH AND LICENSE

AGREEMENT FOR THE TREATMENT OF ALLERGIC ASTHMA AND OTHER

RESPIRATORY DISEASES


 


Collaboration to Focus on Novel Class of Compounds to Address
Respiratory Inflammatory Diseases


 


South San Francisco, Calif, and New York, NY, January
20, 2005–– Rigel Pharmaceuticals, Inc. (Nasdaq: RIGL) and Pfizer Inc. (NYSE:
PFE) today announced that the two companies have entered into a collaborative
research and license agreement for the development of inhaled products for the
treatment of allergic asthma and other respiratory diseases such as chronic
obstructive pulmonary disease (COPD). The collaboration is focused on Rigel’s
preclinical small molecule compounds, which inhibit IgE receptor signaling in
respiratory tract mast cells by blocking the signaling enzyme Syk kinase.


 


Under
the terms of the agreement, Rigel will receive an upfront cash payment, as well
as milestone payments and royalties on any future product sales. Pfizer will
make an equity investment in Rigel and will be responsible for the worldwide
development and commercialization of any resulting products.  Financial terms of the agreement were not
announced.


 


“Inhibition of Syk kinase is a novel approach to reduce the chronic
inflammation in patients with allergic diseases of the respiratory tract such
as allergic asthma,” said Martin Mackay, Senior Vice President Worldwide
Research & Technology for Pfizer Inc. “We believe that the combination of
Rigel’s novel small molecule approach and Pfizer’s drug development
capabilities will allow us to progress new and important treatments for
respiratory diseases.”


 


“Pfizer’s
commitment to targeting the unmet medical needs of asthma and respiratory
patients makes them an ideal partner with the requisite capabilities and global
reach to succeed in this collaboration,” said James M. Gower, chief executive
officer of Rigel. “This is our second research collaboration with Pfizer in
this field and it confirms the quality of our company’s programs in the
respiratory field.”


 


Rigel
has pioneered the discovery of treatments for allergic diseases by blocking Syk
kinase.  The Company was the first to
discover and develop potent and selective Syk inhibitors and introduce these
into the clinic.


 


The Syk kinase intrapulmonary collaboration with Pfizer does not
include R112, Rigel’s lead Syk kinase inhibitor that is being developed for the
treatment of allergic rhinitis. Rigel recently completed a successful Phase II
clinical study with R112 and is proceeding with the further


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


72





















 


clinical development of R112 for allergic rhinitis. After further Phase
II clinical trials are completed, Pfizer will have a limited option to license
R112 and Rigel’s Syk inhibitors in the allergic rhinitis field under different
financial and other obligations.


 


Syk Inhibition in Respiratory Diseases


 


Rigel’s small molecule compounds bind to and inhibit Syk kinase, an
intracellular target that regulates IgE receptor signaling in mast cells and
thus prevent cellular activation and subsequent release of multiple chemical
mediators.  However, unlike common
allergy and asthma drugs that block only a single chemical mediator, Syk
inhibitors block the major IgE dependent pathways in mast cells that trigger an
allergic attack, potentially making Syk inhibitors more effective and
comprehensive drugs. Currently, steroids are the only other non-injectable
class of agents that block multiple chemical mediators in the allergic
response, but these have a slow onset of action.


 


About Asthma and Chronic Airway Inflammatory Disease


 


There are nearly 15 million Americans with asthma, the chronic inflammatory
disease of the airways that is characterized by episodic flare-ups or attacks
that can be life-threatening. The Centers for Disease Control and Prevention
(CDC) estimates that direct costs to the United States for asthma management
and treatment is nearly $15 billion on an annual basis, with more than 11
million physician office visits, 1.8 million emergency room visits, and 500,000
hospitalizations. COPD, a group of diseases that cause airflow blockage and
breathing-related problems, is currently the fourth leading cause of death in
the U.S., according to the American Lung Association.


 


About Rigel (www.rigel.com)


Rigel’s mission is to become a source of novel, small-molecule drugs to
address large, unmet medical needs. The Company has four research and
development programs investigating treatments for asthma/allergy, hepatitis C,
rheumatoid arthritis and oncology.  Rigel’s
strategy is to initiate clinical trials with at least one new product candidate
annually and to pursue partnerships with pharmaceutical and biotechnology
companies for late-stage clinical development and commercialization of those
product candidates.


 


About Pfizer (www.pfizer.com)


Pfizer Inc discovers, develops, manufactures and markets leading
prescription medicines for humans and animals and many of the world’s
best-known consumer products.


 


Rigel Forward-Looking Statement


This press release contains “forward-looking” statements, including
statements related to Rigel’s plans to pursue clinical development of product
candidates and the potential efficacy of product candidates. Any statements
contained in this press release that are not statements of historical fact may
be deemed to be forward-looking statements. Words such as “will,” “plans,” “intends,”
“expects” and similar expressions are intended to identify these
forward-looking statements. There are a number of important factors and
uncertainties that could cause results to differ materially from those
indicated by these forward-looking statements, including risks relating to
the preclinical or clinical development or commercialization of the affected
product candidates or research programs as well as other risks detailed from
time to time in Rigel’s reports filed with the Securities and Exchange
Commission, including its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004. Rigel does not undertake


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


73





















 


any obligation to update forward-looking statements, whether as a
result of new information, future events or otherwise.


 


Pfizer Forward-Looking Statement


The information contained in this document is as of
January 20, 2005. Pfizer assumes no obligation to update any forward-looking
statements contained in this document as a result of new information or future
events or developments.


 


This document contains forward-looking information about a
research program that involves inherent uncertainties.  The success of
this research and development program and the speed with which regulatory
authorizations and the launch of a product may be achieved, as well as
competitive factors, could affect the actual outcome of this collaboration.


 


A further list and description of the risks, uncertainties
and other matters that could cause the Pfizer’s description contained herein to
differ materially can be found in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2003, and in its subsequent periodic reports
on Form 10-Q and reports on Form 8-K (if any).


 


###


 


	
  Rigel Contacts:

  	
   

  	
  Rigel Pharmaceuticals

  	
   

  	
  Schwartz Communications

  
	
   

  	
   

  	
  Raul Rodriguez

  	
   

  	
  Melinda Bagatelos or

  
	
   

  	
   

  	
  650-624-1302

  	
   

  	
  Ayanna Anderson

  
	
   

  	
   

  	
   

  	
   

  	
  415-512-0770

  
	
   

  	
   

  	
   

  	
   

  	
  rigel@schwartz-pr.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pfizer Contact:

  	
   

  	
  Pfizer Inc

  	
   

  	
   

  
	
   

  	
   

  	
  Paul Fitzhenry

  	
   

  	
   

  
	
   

  	
   

  	
  212-733-4637

  	
   

  	
   

  



 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


74





















 


Schedule 8.5b


 


[ * ]


 










[ * ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


75