Exhibit 10.28


 


EXECUTION COPY


CONFIDENTIAL


 


 


Confidential
Treatment has been requested for portions of this exhibit.  The copy filed herewith omits the information
subject to the confidentiality request. 
Omissions are designated as “***”. 
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.


 


Research Agreement for *** Technology Collaboration


 


BY AND
BETWEEN


 


REDPOINT
BIO CORPORATION AND THE COCA-COLA COMPANY


 


THIS AGREEMENT is
effective as of December 13, 2007 (the “Effective Date”) and is made by
and between REDPOINT BIO CORPORATION, a
Delaware corporation with a principal place of business at 7 Graphics Drive,
Ewing, New Jersey 08628 (hereinafter “Redpoint”) and THE
COCA-COLA COMPANY, a Delaware corporation with offices at One
Coca-Cola Plaza, Atlanta, GA 30301 (hereinafter known as “Coca-Cola”).


 


In consideration
of the mutual premises and covenants herein contained and intending to be
legally bound, we agree as follows:


 


1. Definitions.


 


1.1.          “Additional Field” means the field of
certain *** to be negotiated by the Parties during negotiation of the
Multi-Year Agreement.


 


1.2.          “Collaboration” means the development
of a *** technology for ***, as set forth in Appendix A to this Agreement.


 


1.3.          “***” means the *** discovered under
this Agreement or the Extended Collaboration to have *** properties and
***.


 


1.4.          “Control” means, with respect to any
intellectual property right, that a party owns or has a license to such
intellectual property right and has the ability to grant to the other party
access, a license, or a sublicense (as applicable) to such intellectual
property right on the terms and conditions set forth herein without violating
the terms of any agreement or other arrangement with any third party existing
at the applicable time.


 


1.5.          “Enabling Intellectual Property” means
any Intellectual Property Controlled by Redpoint (a) necessary for using
the *** to be developed hereunder and (b) created, conceived, developed,
acquired, licensed in or reduced to practice (i) prior to the Effective
Date or (ii) outside the Collaboration.


 


1.6.          “Field” means the field of:
non-alcoholic beverages, including, but not limited to, carbonated and
non-carbonated soft drinks, isotonics, energy drinks, flavored and unflavored
waters, fruit and vegetable juices and drinks, fruit flavored drinks, vegetable
flavored drinks, teas, coffees, chocolate drinks, non-alcoholic malt beverages,
milk, dairy based beverages, fortified beverages and gulpable gels, and
powders, concentrates and beverage bases for making non-alcoholic beverages.


 




1.7.          “Intellectual Property”
means all works, including literary works, pictorial, graphic and sculptural
works, architectural works, works of visual art, and any other work that may be
the subject matter of copyright protection; advertising and marketing concepts;
information; data; formulas; designs; models; drawings; *** computer programs,
including all documentation, related listings, design specifications, and
flowcharts; trade secrets; and any inventions, including


 


 

















 


 


all processes, machines,
manufactures and compositions of matter and any other invention that may be the
subject matter of patent protection; and all statutory protection obtained or
obtainable thereon.


 


1.8.          Other Defined Terms


 




	
  Term

  	
   

  	
  Section

  	
   

  
	
  “Coca-Cola”

  	
   

  	
  Preamble

  	
   

  
	
  “Confidential Information”

  	
   

  	
  11.1

  	
   

  
	
  “CRO Costs”

  	
   

  	
  8.1

  	
   

  
	
  “CRO Tasks”

  	
   

  	
  7

  	
   

  
	
  “Developed Intellectual Property”

  	
   

  	
  9

  	
   

  
	
  “Effective Date”

  	
   

  	
  Preamble

  	
   

  
	
  “Expanded Collaboration”

  	
   

  	
  6.1

  	
   

  
	
  “FTE Costs”

  	
   

  	
  8.1

  	
   

  
	
  “Indemnitee” and/or “Indeminator”

  	
   

  	
  14.2

  	
   

  
	
  “Joint Steering Committee” or “JSC”

  	
   

  	
  4

  	
   

  
	
  “Milestone Payment(s)”

  	
   

  	
  8.2

  	
   

  
	
  “Multi-Year Agreement”

  	
   

  	
  6.1

  	
   

  
	
  “Redpoint”

  	
   

  	
  Preamble

  	
   

  






 


2. Objectives of Collaboration


 


The
objective of the Collaboration is to develop *** technology *** for use in the
Field and the Additional Field. The specific objectives are:


 


·                  Creation of ***.


 


·                  Successful completion of ***.


 


Coca-Cola
will sponsor the foregoing research under the Collaboration.  In exchange, Redpoint grants Coca-Cola (i) a
co-exclusive (with Redpoint), royalty-free, worldwide research license, as
described in the Section 10 below, and (ii) an exclusive right to
negotiate the Multi-Year Agreement for an Extended Collaboration and certain
other rights, including exclusive and non-exclusive licenses, as described in Section 6
below.


 


3. Approach to Collaboration


 


The
technical plan for the Collaboration is outlined in Appendix A. Overall,
the plan is focused on the development and validation of ***.  In the spirit of an open and mutually
productive Collaboration, it is expected that both parties will exchange ideas
freely to advance the project.  Both
parties shall agree to share with one another all knowledge and information
relating to the Collaboration, including *** evaluation methodologies and
experimental results.  Notwithstanding
the foregoing, each party shall comply with its existing confidentiality
obligations to third parties.


 


4. Joint Steering Committee


 


The
parties shall form a Joint Steering Committee (“JSC”)
comprised of two (2) representatives selected by each party.  JSC meetings shall occur every three (3) months
to evaluate and direct the activities and progress of the research project,
allocate resources, review program progress against milestones and determine
when milestones have been achieved, propose amendments to program strategy and
make changes as 


 


 


 


2

















 


necessary.
In addition, the JSC will review the Enabling Intellectual Property and the
Developed Intellectual Property, including but not limited to the *** used in
or developed under the Collaboration and may, in its reasonable discretion,
veto the use in the Collaboration of any *** or related technology that may
invite undue risk of liability on either Party. 
Jointly agreed co-chairmen will be designated to manage the JSC.  Disagreements within the JSC will be resolved
through good faith discussions between the committee members. Redpoint will
issue minutes and progress reports following each JSC meeting.


 


5. Exclusivity of Collaboration


 


During
the term of this Agreement, Redpoint shall work exclusively with Coca-Cola to
develop *** technology for *** for use in the Field and the Additional Field.
Except as set forth in the confidentiality provisions contained herein,
Coca-Cola will not be prevented by the Agreement from conducting research or
otherwise working with any other party relating to ***.  Except as set forth in the confidentiality
provisions contained herein, Redpoint will not be encumbered by this Agreement
in the conduct of research with any other party outside the Field and the
Additional Field and shall be free to use any technology developed during the
Collaboration outside the Field and the Additional Field during and after the
term of this Agreement.  After the
termination of this Agreement, Redpoint shall be free to pursue, with or
without third parties, research ***, except to the extent limited by Coca-Cola’s
exclusive rights provided for in the Multi-Year Agreement.


 


6.  Coca-Cola’s Exclusive
Right to Negotiate A Multi-Year Agreement


 


6.1           Redpoint agrees to provide Coca-Cola
an exclusive right to negotiate a multi-year agreement (the “Multi-Year Agreement”) under commercially reasonable terms
to extend and expand the Collaboration to a full discovery, development and
commercialization program (the “Expanded Collaboration”),
with the right to obtain a ***, exclusive license to make, use, sell, and
otherwise commercialize *** in the Field, with a right to sublicense on
commercially reasonable terms, and a ***, co-exclusive (with Redpoint) research
license similar to the one granted under Section 10 hereof except that
such research license will include the right for Coca-Cola to collaborate with
third parties in such research on commercially reasonable terms.  The Multi-Year Agreement will also include a
worldwide license to make, use, sell, and otherwise commercialize *** in the
Additional Field on commercially reasonable terms, which license may be
exclusive or non-exclusive, as the parties may mutually agree.  During the six (6) months after the
Effective Date, Redpoint will not negotiate any third party license under
Redpoint’s *** technology for use in the Additional Field.  In addition, the parties shall negotiate in
good faith provisions of the Multi-Year Agreement addressing *** arising from
the Collaboration.


 


6.2           Coca-Cola shall exercise such
exclusive right and initiate the negotiation with Redpoint as soon as possible,
but no later than *** after the Effective Date. 
The parties shall negotiate in good faith the commercially reasonable
terms and conditions of the Multi-Year Agreement and shall enter into the
definitive Multi-Year Agreement no later than six (6) months after the
Effective Date unless the parties mutually agree to extend such six (6) month
period.  The Multi-Year Agreement shall
supersede this Agreement when it becomes effective.


 


6.3           In the event the parties fail to
enter into the definitive Multi-Year Agreement within six (6) months after
the Effective Date or such extended period as agreed to by the parties,
Redpoint shall be free to negotiate with any third party any collaboration,
license or similar agreement with respect to *** technology; provided that
Redpoint shall remain subject to the exclusivity restriction set forth in Section 5
as long as this Agreement is effective.


 


 


3

















 


7.  Personnel


 


Redpoint
estimates that *** Redpoint full time employees (“FTEs”)
will be required to execute the program during a one year period. In addition
to work performed at Redpoint, some work will be performed through contract
research organizations. Specific manpower allocations and CRO Tasks are given
in Appendix A.


 


The
parties anticipate that Redpoint will provide dedicated scientific and
technical staff in support of the program outlined in Appendix A.  Redpoint will provide monthly personnel
reports that describe by identity and hours all personnel resources that worked
on the Collaboration (exclusive of ***).  
Coca-Cola will have the right to audit Redpoint’s compliance with these
requirements.


 


8. Payment


 


8.1.  Payments for FTE Costs and CRO Costs:


 


8.1.1. Personnel: For activities
undertaken by Redpoint under the Collaboration, Coca-Cola shall compensate
Redpoint ***, not to exceed nine hundred thousand dollars ($900,000) per year,
absent written consent of Coca-Cola. 
Upon execution of this Agreement, Coca-Cola shall pay to Redpoint by
wire transfer an advance non-refundable payment of four hundred fifty thousand
dollars ($450,000), which shall be applied to the FTE costs for the initial six
(6) months after the Effective Date. Coca-Cola shall make subsequent
non-refundable FTE payments by wire transfer quarterly in advance, within
thirty (30) days after its receipt of Redpoint’s invoice.


 


8.1.2. CRO Costs: In addition to
FTE personnel, Coca-Cola shall reimburse Redpoint for CRO costs associated
***.  CRO costs shall not exceed ***
without prior approval of the JSC. CRO costs are to be reimbursed quarterly in
arrears.


 


8.2. Milestone Payment for Successful Assay
Implementation:


 


In
addition to the above payments, Coca-Cola shall pay to Redpoint a
non-creditable and non-refundable milestone payment by wire transfer of two
hundred thousand dollars ($200,000) upon ***.


 


Total
payments under this Agreement shall not exceed ***, unless mutually agreed to
in writing by the parties.


 


 


4

















 


9. Intellectual Property Ownership


 


Redpoint
shall own all Intellectual Property developed, created, made, conceived,
reduced to practice or authored by either party under the Collaboration (“Developed Intellectual Property”).


 


Redpoint
will be responsible for the costs of patent filing, prosecution and maintenance
fees with respect to the patent rights contained in the Developed Intellectual
Property. If Redpoint chooses not to file a patent application on any Developed
Intellectual Property in a given country, Redpoint shall notify Coca-Cola as
promptly as practicable and Coca-Cola shall have the right to file such
application in that country.  If Coca-Cola
files such application, Redpoint agrees to assign all rights to that such
application in that country to Coca-Cola, and Redpoint shall no longer have any
rights to such application in that country.


 


10. License Grant


 


10.1.  Research
License.  Subject to
terms and conditions of this Agreement and ***, Redpoint shall grant Coca-Cola
a co-exclusive (with
Redpoint), royalty free, world-wide license to use the *** under the Developed
and Enabling Intellectual Property solely for the purpose of conducting
internal research in the Field and Additional Field during the term of this
Agreement.  Redpoint agrees to use good
faith efforts to ***.  For clarity, any
*** by Coca-Cola to have *** under this research license and which have not
been and are not discovered *** are considered ***.


 


10.2.  Technology Transfer.  In connection with the research license
granted above, Redpoint agrees to (a) provide Coca-Cola every two (2) months
during the term of this Agreement a written report of the research conducted
during the preceding two (2) months with supporting data and documentation
in reasonably sufficient detail to enable Coca-Cola to conduct internal
research in the Field and the Additional Field to the extent such research is
reasonably possible, and (b) transfer to Coca-Cola ***, when ready and
available, together with supporting documentation, if any.  Subject to the reasonable availability of
Redpoint’s personnel and resources, Redpoint agrees to provide Coca-Cola with
reasonable training and technical support upon Coca-Cola’s written request;
provided that Coca-Cola shall reimburse Redpoint for all of its out-of-pocket
expenses and compensate Redpoint for its services at a rate agreed upon by the
parties in writing in advance.  In
addition, at least two (2) representatives from each Party selected by the
JSC will meet once every three (3) months to review the research results
to date in detail.


 


11. Confidentiality


 


11.1.       Confidential Information.  Both parties recognize that
certain engineering, technical, marketing, and other information which may be
disclosed by one party to the other represents confidential and valuable
proprietary information of that party. 
For the purposes of this Section “Confidential Information” shall
comprise written information which is marked confidential, and information which
is orally disclosed but confirmed in writing as being confidential within
thirty (30) days of such oral disclosure.


 


11.2.       Use of Confidential Information. The receiving
party shall not:


11.2.1.         use Confidential Information disclosed
by the disclosing party other than in the performance of their obligations
hereunder; or


 


11.2.2.         disclose any such information to any
third party without the prior written consent of the disclosing party.


 


The parties agree that the
Confidential Information may be disclosed to the receiving party’s employees
only to the extent that is necessary for performing its obligations hereunder;
provided that such employees shall (i) be informed by the receiving party
of the confidential and proprietary nature of such Confidential Information and
of the confidentiality undertakings of the receiving party contained herein and
(iii) agree in 


 


 


5

















 


writing to be bound by
confidentiality obligations no less stringent than those set forth herein.


 


11.3.       Term of Confidentiality Obligation.  The confidentiality
obligations contained herein shall remain in effect during the term of this
Agreement and for a period of *** years from the expiration or termination of
this Agreement, except with respect to any trade secret wherein the
confidentiality obligation shall remain in effect until such trade secret
ceases to be a trade secret.


 


11.4.       Exceptions.  For the purposes of the
foregoing sections, Confidential Information does not include information that:


11.4.1.         at the time of disclosure was generally
available to the public;


11.4.2.         after disclosure becomes generally
available to the public other than by breach of this Agreement;


11.4.3.         receiving party can demonstrate with
written contemporaneous evidence was known to it at the time of receipt;


11.4.4.         is subsequently obtained lawfully from
a third party who has obtained the information without breaching its
obligations to the disclosing party;


or


11.4.5.         is required to be disclosed pursuant to
the requirements of a government agency or by operation of law, provided that
disclosing party’s legal counsel is consulted prior to disclosure; or


11.4.6.         is subsequently developed by the
receiving party without direct or indirect access to or reliance upon any
disclosure of the disclosing party.


 


11.5.       Compliance by Employees and
Consultants.  Both parties
shall take all necessary steps to ensure compliance with this Section 11
by its employees and consultants.  The
receiving party shall be responsible for any breach of this Agreement by its
employees and consultants.
 The receiving party shall
promptly notify the disclosing party of any unauthorized release of or access
to the disclosing party’s Confidential Information.  For clarity, such notice shall not remedy any
breach of this Agreement resulting from such unauthorized release or access.


 


12.          Disclosure
of Agreement


 


Except
as otherwise required by law, rule or regulation (and then only to the
extent required thereunder), neither party shall issue a press release or make
any other public disclosure of the terms of this Agreement without the prior
approval of the other party, which approval shall not be unreasonably
withheld.  The parties hereby agree that
Redpoint may issue a press release with respect to the execution of this
Agreement, substantially in the form attached hereto as Appendix B.  In any event, the disclosing party will
provide the non-disclosing party reasonable opportunity to review any press
release or public disclosure of the terms of this Agreement before such press
release of public disclosure is issued unless the information to be disclosed
has been previously reviewed by the non-disclosing party.


 


13.  REPRESENTATIONS AND WARRANTIES.


 


13.1.  Mutual Representations and Warranties.  Each party represents and
warrants to the other party that: (i) the terms of this Agreement are not
inconsistent with any other contractual or legal obligations such party may
have as of the date hereof; (ii) it has the right to enter into this
Agreement and perform its obligations hereunder and (iii) it has the right
to disclose the Confidential Information to the other party.


 


13.2. Additional Representations and
Warranties of Redpoint.  Redpoint represents and warrants
to Coca-Cola that: (i) It has the experience and ability necessary to
perform 


 


 


6

















 


its obligations under this Agreement; (ii) Redpoint
will perform its obligations in a workmanlike and professional manner and (iii) with
respect to all individuals it provides to perform the services required under
this Agreement, Redpoint shall make all appropriate tax payments and tax
withholding and shall verify such individuals as being legally able to work in
the United States.


 


14. Indemnification


 


14.1.  Indemnification
Obligations.  Each party
shall indemnify the other party and its Affiliates and their directors,
officers and employees against any and all third party liability, loss, damage,
cost or expense incurred or suffered by the other party as a result of such
party’s material breach of representations, warranties or covenants or such
party’s negligent or willful misconduct.


 


14.2. 
Indemnification Procedures.  If a party intends to claim indemnification
(the “Indemnitee”) against the other party (the “Indemnitor”)
under Section 14.1, it shall promptly notify the Indemnitor in writing of
any claims for which the Indemnitee intends to claim such indemnification, and
the Indemnitor shall have the right to participate in, and, to the extent the
Indemnitor so desires, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that the Indemnitee shall have
the right to retain its own counsel, with the fees and expenses to be paid by
the Indemnitor, if representation of such Indemnitee by the counsel retained by
the Indemnitor would be inappropriate due to actual or potential differing
interests between the Indemnitee and any other party represented by such
counsel in such proceeding.  The
obligations under Section 8.1 shall not apply to amounts paid in
settlement of any claims of a third party if such settlement is effected
without the consent of the Indemnitor, which consent shall not be unreasonably
withheld or delayed.  The failure to
deliver written notice to the Indemnitor within a reasonable time after the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve the Indemnitor of any obligation to the Indemnitee under Section 14.1,
but the omission so to deliver written notice to the Indemnitor shall not
relieve it of any obligation that it may have to the Indemnitee otherwise than
under Section 14.1.  The Indemnitee
shall reasonably cooperate with the Indemnitor and its legal representatives in
the investigation of any claim covered by Section 14.1.


 


14.3        Limitation
of Liability. 
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND EXCEPT INDEMNIFICATION
OBLIGATIONS AND LIABILITIES RESULTING FROM A BREACH OF THE CONFIDENTIALITY
PROVISION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF GOODWILL, OR LOSS
OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


15. Expenses


 


Each
party shall be responsible for all of their respective expenses relating to the
negotiation and execution of this Agreement.


 


16. Term and Termination


 


16.1. 
Term.  The initial
term of the Collaboration shall be 12 months, but shall be subject to extension
upon mutual agreement of the parties.


 


16.2.  Termination Rights.  This Agreement may be terminated early (i) by
the parties upon their mutual written agreement or (ii) by Coca-Cola in
its individual discretion upon at least thirty (30) days’ advance written
notice, which notice shall be given at least thirty (30) days prior to the
first day of the sixth (6th) month after the Effective Date.


 


16.3.  Effects of Termination or Expiration.  Termination
or expiration of the Agreement shall be without prejudice to any rights that
shall have accrued to the benefit 


 


 


7

















 


of a party prior to such termination or
expiration.  Upon termination or
expiration of Agreement, subject to Section 17, all rights and licenses
granted under this Agreement and all restrictions set forth in this Agreement
shall terminate and each party shall promptly return or, in the case of
electronic files, destroy all Confidential Information and all copies, extracts
and other objects or items in which it may be contained or embodied, except for
one record copy which may be retained for archive purposes only.  In addition, Coca-Cola shall return to
Redpoint all *** and other materials provided by Redpoint and shall cause an
authorized representative of Coca-Cola to certify in writing as to such
return.  For clarity, upon such
termination by Coca-Cola pursuant to Section 16.2(ii), Coca-Cola will not
be obligated to make any payments under this Agreement beyond the initial four hundred
fifty thousand dollars ($450,000) payment and reimbursement of CRO costs to
Redpoint and the milestone payment of two hundred thousand dollars ($200,000),
provided the criteria for payment of the milestone payment are met before
termination of this Agreement.


 


17. Survival


 


Sections
1, 9, 11, 12, 13, 14, 15, 16.2, 17 and 18 of this Agreement shall survive any
termination or expiration of this Agreement.


 


18. Additional Provisions This Agreement
shall not be assigned or subcontracted in whole or in part without the prior
written consent of the other party.  This
Agreement shall be construed under and governed exclusively by the laws of the
State of Delaware.  The duties,
obligations, rights and remedies under this Agreement are in addition to and
not in limitation of those otherwise imposed or available by law.  This Agreement is the complete understanding
of the parties in respect of the subject matter of this Agreement and
supersedes all prior agreements relating to the same subject matter.  Appendix C is appended hereto for
reference purposes only and merely restates some provisions of this Agreement
without affecting the terms of this Agreement. 
The parties may modify this Agreement only by written instrument signed
by each of the parties hereto.  Failure
by either party to enforce a provision of this Agreement shall not constitute a
waiver of that or any other provision of the Agreement.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. This Agreement may be executed in any
number of counterparts (including without limitation execution via facsimile
transmission of signatures in the spaces indicated below, wherein scanning or
facsimile transmitting into electronic format and emailing are deemed to be the
same as facsimile transmission of signatures by Coca-Cola and Redpoint), each
of which shall be deemed an original, but all of which taken together shall
constitute one single agreement between the parties.  Each of Coca-Cola and Redpoint agree to the
terms of this Agreement, and the person signing on behalf of each party
represents that he or she is authorized to execute this Agreement on behalf of
such party and has the authority to bind such party to the terms and conditions
of this Agreement.


 


 


 


 


8

















 


IN
WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their corporate seals affixed
as of the date first above written.


 


	
  The COCA-COLA COMPANY

  	
   

  	
  REDPOINT BIO CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Eddie R. Hayes

  	
   

  	
  By:

  	
  /s/ F. Raymond Salemme

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Eddie R. Hayes

  	
   

  	
  Name:

  	
  F. Raymond Salemme

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President 

  	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  December 12, 2007

  	
   

  	
  Date:

  	
  December 13, 2007

  	
   

  



 


 


 


9














 


 


EXECUTION COPY


CONFIDENTIAL


 


Appendix A


 


 


***


 


 


 


 


 


A-1














 


EXECUTION COPY


CONFIDENTIAL


 


Appendix B


 


Form of Redpoint’s
Press Release


 





 


Redpoint Bio Signs Research & Technology
Development Agreement with


The Coca-Cola Company


 


Redpoint Bio and The Coca-Cola
Company to Collaborate on the Development of Technology for Use
  in Non-Alcoholic Beverages


 


Ewing, New Jersey, December 14, 2007 — Redpoint Bio
Corporation (OTCBB: RPBC), a company developing ingredients to improve the
taste of pharmaceutical, food and beverage products, today announced that it
has signed a research agreement with The Coca-Cola Company (NYSE: KO), the
world’s largest beverage company, to develop proprietary technology for use in
non-alcoholic beverages.


 


Under
terms of the one-year agreement, for a six month period beginning on the
effective date of the agreement, Redpoint has granted Coca-Cola an exclusive
right to negotiate to extend and expand the collaboration into a broader,
multi-year research, development and commercialization program.  For more information, see the related 8-K
filing by Redpoint Bio with the Securities and Exchange Commission.


 


“We
are extremely pleased to have established this new research and technology
development collaboration with industry leader, The Coca-Cola Company —
Redpoint Bio’s second food industry collaboration signed in 2007,” said Ray
Salemme, Ph.D., Chief Executive Officer of Redpoint Bio. “We believe this
agreement is a further endorsement of Redpoint Bio’s unique capabilities for
the discovery and development of beverage technology. We look forward to working
with The Coca-Cola Company team.”


 


Grant
DuBois, Ph.D., Director, Ingredient & Product Sciences for The
Coca-Cola Company, noted, “We believe that Redpoint Bio’s extensive knowledge
of taste science, coupled with their full suite of discovery tools, can
contribute to the development of new technology for use in existing and future
non-alcoholic beverages.”


 


About Redpoint Bio Corporation


Redpoint
Bio is leveraging recent discoveries in the molecular biology of taste to
discover and develop novel taste modulators for the food, beverage and
pharmaceutical industries. Redpoint Bio’s food and beverage program is focused
on identifying novel flavors that improve the tastes of existing ingredients


 


 


 


B-1

















 


and
enable the development of better-tasting foods and beverages. The
pharmaceutical program uses a biochemical approach aimed at suppressing the
bitterness of medicines, which has the potential to expand the range of
formulation options and increase patient compliance. For more information,
please visit the Company’s website at www.redpointbio.com.


 


About The Coca-Cola Company

The Coca-Cola Company is the world’s largest beverage company. Along with
Coca-Cola®, recognized as the world’s most valuable brand, the Company markets
four of the world’s top five nonalcoholic sparkling brands, including Diet
Coke®, Fanta® and Sprite®, and a wide range of other beverages, including diet
and light beverages, waters, juices and juice drinks, teas, coffees, energy and
sports drinks. Through the world’s largest beverage distribution system,
consumers in more than 200 countries enjoy the Company’s beverages at a rate
exceeding 1.4 billion servings each day. For more information about The
Coca-Cola Company, please visit our website at 
www.thecocacolacompany.com.


 


Safe Harbor Statement


In
addition to historical facts or statements of current condition, this press
release contains forward-looking statements within the meaning of the “Safe
Harbor” provisions of The Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide the Company’s current expectations or
forecasts of future events. The Company’s performance and financial results
could differ materially from those reflected in these forward-looking
statements due to among other factors, uncertainty inherent in the discovery
phase of technological development, any efforts by third parties to invalidate
or limit any patents, the marketplace acceptance of its products, the decisions
of regulatory authorities, the results of clinical trials and general
financial, economic, regulatory and political conditions affecting the food,
biotechnology and pharmaceutical industries generally. Given these risks and
uncertainties, any or all of these forward-looking statements may prove to be
incorrect. The Company undertakes no obligation to update publicly any
forward-looking statement.


 


CONTACT AT:


 


	
  Redpoint Bio:

  	
   

  	
  At Rx Communications Group (for Redpoint Bio):

  	
   

  
	
  Scott Horvitz

  	
   

  	
  Melody Carey (investors):
  (917) 322-2571

  	
   

  
	
  Chief Financial Officer

  	
   

  	
  Paula Schwartz
  (investors): (917) 322-2216

  	
   

  
	
  (609)
  637-9700, ext. 207

  	
   

  	
  Tina
  Posterli (media): (917) 322-2565

  	
   

  
	
  shorvitz@redpointbio.com

  	
   

  	
   

  	
   

  



 


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EXECUTION COPY


CONFIDENTIAL


 


 


 


APPENDIX C


 


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C-1