To: scaram(o)uche who wrote (59 ) 8/3/1999 3:55:00 PM From: scaram(o)uche Respond to of 447
from KDUS 10-K....... The Solvay Pharmaceuticals Collaboration In November 1995, the Company and Solvay Pharmaceuticals (an indirect wholly-owned subsidiary of Solvay S.A.) entered into a drug discovery collaboration. The collaboration focuses on certain G Protein-coupled receptors whose functions are known, certain orphan receptors and certain other molecular targets as targets for drug discovery in a variety of therapeutic areas. These therapeutic areas include cardiovascular disease, central nervous system disorders, gynecological diseases and gastrointestinal indications. The Company has provided Solvay Pharmaceuticals with a number of targets and assays that Solvay Pharmaceuticals is using to search for novel therapeutics. During the term of the research program, which expires in December 2000, Solvay Pharmaceuticals is required to provide the Company with research funding of up to $2.5 million each year, adjusted for inflation. From November 1995 through February 28, 1999, Solvay Pharmaceuticals paid the Company approximately $8.8 million in research funding. Solvay Pharmaceuticals is required to make payments to the Company upon the achievement by Solvay Pharmaceuticals of certain drug development milestones and to pay the Company royalties on the 15 <PAGE> sale of drugs developed through the use of the Company's drug discovery technologies. There can be no assurance that the collaboration will result in the development of any drugs. The term of the research program may be extended by Solvay Pharmaceuticals for between two and five years by notice to the Company given at least two years (and in some circumstances at least 18 months) prior to January 2001. Solvay Pharmaceuticals has the right under certain circumstances to terminate the program after July 2000, if the Company fails to meet certain minimum performance objectives in connection with the conduct of the research program. In the event of such termination, Solvay Pharmaceuticals has no further obligation to provide the Company with funding for the research program. There can be no assurance that the Company will be able to meet the minimum performance objectives or that the collaboration with Solvay Pharmaceuticals will be extended.