negotiation

Acme and Repligen

Marketing - Both parties agreed that Acme should be responsible for marketing, distribution and pricing for this product worldwide. Repligen will also use Acme's marketing/sales force for any future products, such as compounds produced from CD11b and CD18, developed under the scope of this agreement. Furthermore, to subsidize the training of Repligen's sales force, Acme will give $16 million up front (1% of the expected 7-year revenue) as well as send Repligen sales staff through the Acme sales training process for a period of two years. Acme will also make available certain product sales engagements for joint product sales involving Acme and Repligen sales representatives.

Manufacturing - Both parties agreed that Repligen should use its newly acquired facility to manufacture the antibodies. Repligen will sell product to Acme for 15% of sales revenue. Repligen will also receive 5% of sales revenue as royalty.

Timeline - The clinical timeline will be organized and run by Repligen management. Once a timeline is produced and approved by both parties, Repligen will not miss any milestones by more than 30 days. In such a case that Repligen misses a milestone date, Acme will take control of the clinical trials and Repligen will support a full transition to Acme staff in order to prevent further delays.

Intellectual Property - Any IP developed and filed for under this agreement will be jointly held by both parties. This includes the future compounds CD11b and CD18 as well as any trade secrets or process patents filed as a result of manufacturing innovations. However, Acme will not allow use of this IP by its subsidiaries without first negotiating the details with Repligen. Acme further agrees that it will not use the jointly owned IP to directly compete with Repligen.

Length of Agreement - This agreement will terminate five years from signature by both parties.

Payments - Acme will fund the expected $100 million for the research and development of the product during the next 6 years. Acme will also provide $5 million to Repligen upon acheivement of each of the 3 milestons in both domestic and international clinical trials. See appendix A for the payment schedule to Repligen.