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Cooperation and Strategic Alliance Agreement - Trimeris Inc. and MiniMed Inc.

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                           COOPERATION AND STRATEGIC
                               ALLIANCE AGREEMENT

     This  Cooperation and Strategic  Alliance  Agreement (this  "Agreement") is
entered into as of April 21,  1997,  by and between  Trimeris,  Inc., a Delaware
corporation ("Trimeris"), and MiniMed Inc., a Delaware corporation ("MiniMed").

                                    RECITALS

     A. Trimeris has developed a novel approach to the design and development of
drugs and other  compounds  which may have  application  for the  treatment of a
variety of medical conditions.

     B.  MiniMed  is a leader  in the  design,  development,  manufacturing  and
marketing of advanced microinfusion systems for delivery of a variety of drugs.

     C. MiniMed and Trimeris wish to cooperate in the development, establishment
and  worldwide  delivery  of  therapies  for the  treatment  of various  medical
conditions  by  taking  advantage  of  the  respective  technologies  and  other
resources and assets of MiniMed and  Trimeris,  on the terms and subject to the
conditions of this Agreement.

                                    AGREEMENT

     In  consideration  of the terms and conditions  contained  herein,  and for
other valuable  consideration,  the receipt and  sufficiency of which are hereby
acknowledged, the parties agree as follows.

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     1. Definitions.

     (a)  "Affiliate"  means any person,  directly or  indirectly,  controlling,
controlled  by or under common  control with any other person.  "Control"  shall
mean the direct or indirect  ownership of 50% or more of the voting interest in,
or 50% or more of the  interest  in the income of,  such  other  person,  or the
ability to appoint,  elect or direct at least 50% of the  governing  body of any
such person.

     (b) "Alliance  Coordinator" means the person designated by a Party pursuant
to Section 3(e) of this  Agreement,  to be the primary  contact  person for such
Party for purposes of this Agreement.

     (c) "FDA"  means the United  States Food and Drug  Administration,  and any
successor entity that may be established  hereafter which has  substantially the
same authority or responsibility  currently vested in the United States Food and
Drug Administration.

     (d)  "Governing  Rules"  means the general  guidelines  established  by the
Managing  Committee  pursuant to Section 3(d) of this  Agreement,  which will be
used to guide generally the activities of the Managing Committee and the Parties
which are undertaken pursuant to this Agreement.

     (e)  "Implementation   Strategy"  means  the  comprehensive   approach  and
strategy,  which may be reduced  to  written  form,  which is  developed  by the
Managing  Committee  with  respect  to the  development  and  implementation  of
business  activities  hereunder.  The  Implementation  Strategy shall  generally
relate to the delivery of medical therapies to patients by MiniMed and Trimeris,
which  therapies  incorporate  MiniMed  Products  and  Trimeris  Compounds,   as
contemplated by this Agreement.

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     (f) "Joint  Intellectual  Property" means any intellectual  property rights
which arise from the joint activities conducted pursuant to this Agreement,  and
which shall be jointly owned as set forth in Section 8 of this Agreement.

     (g) "Law" means any local,  state or federal rule,  regulation,  statute or
law  relevant  to the  activities  undertaken  pursuant  to  this  Agreement  or
applicable to either of the Parties with respect to any matters set form herein.

     (h) "Losses" means any liabilities,  damages, costs or expenses, including,
without limitation,  reasonable attorneys' fees (including the allocable cost of
in-house counsel),  which arise from any claim, lawsuit,  demand or other action
by any  Party  other  than  one of the  Parties  or an  Affiliate  of one of the
Parties.

     (i)  "Managing  Committee"  means the  committee  established  pursuant  to
Section  3  which  is  responsible  for the  development  and  oversight  of all
activities  pursuant to this  Agreement,  in  accordance  with the terms of this
Agreement.

     (j) "MiniMed  Products"  means any products,  supplies or other goods which
are designed,  developed,  manufactured or marketed by MiniMed, whether existing
on the date of this Agreement or subsequently  developed,  acquired or otherwise
obtained by MiniMed.

     (k)  "Party" or  "Parties"  rereads  MiniMed or  Trimeris,  or MiniMed  and
Trimeris, collectively, as appropriate.

     (1) "Senior Management  Representative"  means an executive officer of each
Party  designated  to  facilitate  the  resolution  of  disputes  hereunder,  as
described in Section 3 of this Agreement.

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     (m) "Target  Therapy"  means a  comprehensive  health  care  therapy  which
utilizes  Trimeris  Compounds and MiniMed  Products and which is to be delivered
through  the  cooperative  efforts  of  the  Parties  as  contemplated  by  this
Agreement.

     (n) "Trimeris  Compound"  means any compound from time to time developed by
Trimeris  for the  treatment  for  venous  medical  conditions,  which  compound
utilizes Trimeris' cellular membrane anti-fusion technology.

     2. General Agreement

     MiniMed  and  Trimeris  shall  collaborate  and  cooperate  in the  design,
development  and  implementation  of  therapies  for the  treatment  of  medical
conditions,  utilizing  MiniMed  Products and Trimeris  Compounds,  as set forth
herein.  The identification of candidate  Trimeris  Compounds,  and the specific
terms  regarding  the scope and type of the  collaborative  efforts  (including,
without  limitation,  the economic terms with respect to the parties),  shall be
determined  from  time to  time  in  accordance  with  Sections  3 and 4 of this
Agreement.

     3. Managing Committee.

     (a) MiniMed and Trimeris shall  establish a Managing  Committee  hereunder,
which shall consist of two (2) representatives from each of MiniMed and
Trimeris. The initial  designees are set forth in Schedule A hereto.  MiniMed
and Trimeris may  each  from  time to time  replace  its  respective
representatives  on the Managing Committee, in its sole and absolute discretion,
by notice to the other Party.

     (b) It is among the  objectives  of the  Parties  to  design,  develop  and
implement the Target  Therapies in a reasonably  practicable  fashion,  subject,
however, to the respective corporate regulatory, financial and other obligations
and  considerations  of each of the  Parties  from time to time  determined.  To
achieve this objective, the Managing

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Committee  shall be responsible  for  identifying  Trimeris  Compounds which are
appropriate   candidates  for   consideration   under  this   Agreement,   and
establishing an Implementation  Strategy for those Trimeris  Compounds from time
to time designated and determined by the Managing Committee.

     (c) The Managing  Committee shall meet at such times and places as it shall
determine appropriate to carry out its responsibilities hereunder. Such meetings
may be in  person  or by means of  telephonic  communication.  Either  Party may
designate  an alternate  member of the Managing  Committee to act on behalf of a
member on a temporary or interim  basis,  in the  reasonable  discretion of such
Party. Either Party,  through its Managing Committee members, may call a meeting
of the Managing Committee by giving written notice thereof to the members of the
other Party.

     (d) The  Managing  Committee  shall  establish  guidelines  to  govern  the
strategic activities,  co-development and related activities of the Parties; the
Managing  Committee  shall  also  establish  such  guidelines  with  respect  to
operational  matters at such time as a Target Therapy is  commercialized or in a
pre-commercialized phase, as contemplated by this Agreement. All such guidelines
shall be subject to the  qualification  of Section  3(g)  hereof.  The  Managing
Committee  shall be responsible for taking such other actions as may be provided
for or contemplated by this Agreement,  subject at all times to the requirements
of  Section  3(g),   including  the  establishment  and  implementation  of  the
"Governing Rules."

     (e) The Parties shall each name one (1) of its Managing  Committee  members
as its Alliance  Coordinator,  who shall be the primary  contact for purposes of
this  Agreement,  except to the extent the parties may otherwise  agree.  Either
Party may  change  its  designation  of  Alliance  Coordinator,  in its sole and
absolute discretion, upon written notice to the other Party.

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     (f) If a  disagreement  arises between the Parties as to any matters within
the scope of this Agreement,  either Party may give written notice to the other.
If the Alliance  Coordinators are unable to resolve the dispute  satisfactorily,
despite  their good faith  efforts,  within  thirty (30) days of receipt of such
notice,  either  Alliance  Coordinator  may  request a meeting  of the  Managing
Committee, which will, in good faith, diligently seek to resolve the dispute. If
the Managing  Committee is unable to resolve the  dispute,  notwithstanding  the
exercise of good faith  efforts,  within  thirty  (30) days after such  meeting,
then,  unless  otherwise agreed by the Alliance  Coordinators,  the matter shall
thereafter formally be referred to a Senior Management Representative of each of
the  Parties,  the  initial  designations  of which are set forth in Schedule A.
Either  Party may,  in its sole  discretion,  change its  designee of the Senior
Management  Representative  by written notice to the other.  Except as expressly
provided in the immediately following sentence, neither Party shall initiate any
formal  action  against the other,  including,  without  limitation,  the formal
commencement  of  arbitration  proceedings or the formal filing of legal action,
until at least  thirty  (30) days  have  elapsed  since the first  communication
between the Senior Management  Representatives  hereunder.  Notwithstanding  the
foregoing,  either  Party may initiate  proceedings  to seek  injunctive  relief
before the time period otherwise  required hereunder shall elapse, if such Party
in good  faith  believes  that it  will  suffer  irreparable  harm  without  the
initiation of such proceedings.

     (g)  Notwithstanding  anything to the contrary contained in this Agreement,
the  authority  of the Managing  Committee  shall at all times be subject to the
respective  requirements  and  obligations of the quality systems and regulatory
policies and procedures, and internal corporate governance requirements, of each
of Trimeris and MiniMed. The Managing Committee shall establish Governing Rules,
which shall serve as guidelines for the general activities under this Agreement,
and Implementing  Strategies relative to the activities for each Target Therapy,
all of which shall supplement the terms hereof, but which procedures and systems
shall satisfy and be consistent with the respective  policies,  procedures,  and
systems of MiniMed and Trimeris. In that regard, the

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Parties  shall  reasonably  cooperate in an attempt to assure  their  respective
systems do not unduly  impede the carrying out of the intent of this  Agreement.
Without  limiting the generality of the foregoing,  the operations and authority
of the Managing  Committee  shall be consistent  with the  underlying  corporate
policies  of each of MiniMed  and  Trimeris  with  respect to the  operation  of
clinical  trials  and  studies,  regulatory  affairs  relating  to  development,
promotion,  worldwide  distribution  and  servicing  of the  delivery  of Target
Therapies,  quality  assurance  activities,  medical  device and  adverse  event
reporting requirements,  patent strategies, and the like. The Managing Committee
shall  establish a proposed  approach for the Governing Rules within ninety (90)
days of the  execution  of this  Agreement  that  shall  consider  the  relevant
respective obligations of the parties.

     4. Target Therapies.

     The Parties shall  diligently  pursue the design,  development and ultimate
commercialization  of  Target  Therapies  from  time to time  designated  by the
Managing  Committee.  For each Target Therapy designated as such by the Parties,
the Managing  Committee shall develop an  Implementation  Strategy,  which shall
consist  of a  comprehensive  plan with  respect to such  activities.  It is the
intention of the Parties that they will cooperate jointly in such activities, as
from time to time mutually determined by the Managing Committee and agreed to by
the  Parties.   The  Parties  currently   contemplate  that  the  Implementation
Strategies  with respect to each Target  Therapy may be developed in one or more
phases, and may include or address, without limitation, the following:

     (a)  Formulation of Trimeris  Compounds for delivery via MiniMed  Products,
including,  without limitation,  chemical stability and materials  compatibility
issues.  MiniMed shall be responsible  generally for  Investigating  appropriate
modalities for drug deliver alternatives.

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     (b) Clinical research,  including the design,  development,  implementation
and analysis of joint  clinical  trials and protocols,  feasibility  studies and
similar activities from time to time agreed to by the Parties.

     (c) Strategies and physical requirements for the manufacture, packaging and
storage of the Trimeris Compounds relative to the Target Therapies.

     (d) Market research activities.

     (e) Patent strategies with respect to Joint Intellectual Property.

     (f)  Strategies  and  activities  relative  to  the  requisite   regulatory
approvals of and  post-market  regulatory  compliance  for the components of the
Target Therapies.  (Notwithstanding the foregoing,  its is recognized and agreed
that Trimeris will generally be responsible  for the regulatory  approval of the
Trimeris Compounds, and MiniMed will generally be responsible for the regulatory
approval of the MiniMed Products; provided, however, that the Managing Committee
may from time to time determine  appropriate  joint regulatory  strategies which
may include joint or coordinated  submissions  to the FDA and other  appropriate
regulatory authorities.)

     (g) Market development activities,  which may include,  without limitation,
educational  and other  programs for health care  professionals  and third party
payoffs.

     (h) Marketing activities, which may include, without limitation, activities
directed to patients, health care professionals and third party payors.

     (i)  Clinical and  technical  services to provide  support  relative to the
delivery systems for the Target  Therapies,  which may be based upon the current
MiniMed model of providing  technical  services for MiniMed Products and 24-hour
clinical services.

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     (j) Sales and related  worldwide  distribution  activities  relating to the
Target Therapies,  including the composition and structure of the sales force or
distribution  network,  or other method of distribution (which may involve third
parties with which the Parties may collaborate hereunder),  all of which will be
determined in the exercise of the Managing Committee's responsibilities.

     (k) Warranty,  product service  (including  technical  service and clinical
service) and similar matters.

     (1) The right of a Party to terminate the Party's  commitments with respect
to a particular  Target  Therapy in accordance  with  subsection  9(e) or in the
event milestones established by the Managing Committee arc not achieved.

     It is the  intention  of the  Parties  that  they will  participate  in the
investment,  contribution,  commitment  and risks  associated  with the  design,
development and  commercialization  of the Target  Therapies.  Accordingly,  the
parties  intend  generally  to allocate the  financial  costs and profits of the
Target  Therapies  commercialized   hereunder.  It  is  currently  contemplated,
however,  that: (i) MiniMed shall be responsible  generally for all  development
and regulatory expenses relating to the MiniMed Products, (ii) Trimeris shall be
responsible for all development and regulatory expenses relating to the Trimeris
Compounds,  (iii) the Parties  shall share  expenses  for clinical  trials,  and
marketing and selling expenses relative to the Target Therapies. The Parties may
from time to time agree to  allocate  such  costs and  expenses  differently  in
certain  circumstances,  which  would  be  incorporated  into an  Implementation
Strategy for a specified Target Therapy.

     In furtherance of the foregoing,  the  Implementation  Strategy may include
appropriate  provisions for revenue  sharing,  which may vary depending upon the
requirements  of a particular  Target  Therapy,  but which may include,  without
limitation,  the following.  (i) determination of an appropriate  transfer price
for the Trimeris

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Compounds (in  circumstances  in which the Managing  Committee  determines  that
MiniMed is the appropriate party to undertake distribution, and on such terms as
the Parties may agree),  (ii) allocation for costs and expenses  associated with
formulation and packaging of the Trimeris Compounds and, to the extent required,
the MiniMed  Products,  (iii) costs  associated  with the delivery of the Target
Therapy,  (iv) costs associated with clinical and technical  support  associated
with the Target Therapy and (v) an appropriate formula or basis to determine the
profits derived from the delivery of the Target Therapy.

     Notwithstanding  the foregoing,  however,  the parties  recognize and agree
that  an   unanticipated   disparity  may  occur  or  eventuate  in  the  actual
contribution of each Party with respect to the design, development, distribution
and  commercialization  of a  particular  Target  Therapy.  With respect to each
Target Therapy, to the extent a Party in good faith concludes that the financial
return to such Party is  inconsistent  with this  Agreement  and the  reasonable
expectations  of such Party,  then it may give notice thereof to the other Party
(which shall include supporting  documentation for its position), to be reviewed
and  considered  by the other  Party.  The  Parties  shall  engage in good faith
negotiations  relative to the  financial  arrangement  applicable as between the
Parties  with  respect to any Target  Therapy to the extent a notice is given as
contemplated by this provision.

     With respect to any particular Target Therapy,  the Parties acknowledge and
agree that they may need to further collaborate with additional  unrelated third
parties.  In such event,  the Parties  shall  cooperate  hereunder  to devise an
appropriate  strategy  with  respect to  pursuing  such third  parties.  Without
limiting the generality of the foregoing, the Parties acknowledge and agree that
the  treatment of diseases  caused by enveloped  viruses  (which are the general
targets  of  the  Trimeris  Compounds),   particularly  HIV/AIDS,  may  be  best
accomplished  by  a  variety  of  anti-retroviral  therapies,   including  "drug
cocktails"  containing  multiple  therapeutic  agents.  and  that  many  of  the
components of such cocktails are best  delivered by continuous  infusion such as
is  accomplished  by  MiniMed   Products.   To  the  extent   determined  to  be
scientifically appropriate, the Parties,

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collectively  and/or  individually,  shall  investigate  the use of the Trimeris
Compounds in such cocktails for use as a Target Therapy hereunder. To the extent
such cocktails  containing  anti-viral  compounds  (e.g.,  protease  inhibitors,
reverse transcriptase inhibitors and the like) other than the Trimeris Compounds
are identified  hereunder,  the Managing Committee shall in good faith cooperate
to determine  an  appropriate  business  strategy  (which may  include,  without
limitation,  financial allocations based upon the relative  contributions of the
Parties and one or more third  parties) which will be recommended to the Parties
for approval.

     5.  Pentafuside  (T-20).  The  Parties  acknowledge  that  they  have  been
collaborating  with  respect  to the  development  of  Pentafuside,  a  Trimeris
Compound  for the  treatment of  HIV/AIDS,  the delivery of which,  with MiniMed
Products,  the  Parties  have  designated  as a Target  Therapy  hereunder.  The
Managing   Committee  shall  undertake  to  establish  the  first  phase  of  an
Implementation Strategy for such Target Therapy within ninety (90) days from the
date of this Agreement.

     6. Representations and Warranties.

     (a) MiniMed Representations and Warranties. MiniMed represents and warrants
to Trimeris as follows:

          (i) MiniMed is a corporation  duly organized  validly  existing and in
     good standing under the laws of its jurisdiction of incorporation,  is duly
     qualified to do business as a foreign  corporation  and is in good standing
     in each  jurisdiction  in which the nature of its business or the ownership
     of its  property  makes  such  qualification  necessary,  except  where the
     failure  to so  qualify  or be in good  standing  would not have a material
     adverse effect on MiniMed or its ability to perform hereunder.

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     (ii)  MiniMed has the full power and  authority to execute and deliver this
Agreement and to consummate the transactions contemplated herein. The execution,
delivery and performance of this Agreement have been duly and validly authorized
and  approved by all  necessary  corporate  action on the part of MiniMed.  This
Agreement has been duly executed and the provisions  hereof constitute the valid
and legally  binding  obligations  of MiniMed  and do not  require the  consent,
approval  or  authorization  of, or  registration,  qualification,  designation,
declaration  or filing with,  any person,  public or  governmental  authority or
other  entity,  except  for any of the  foregoing  which have been  received  or
obtained or, either individually or in the aggregate,  do not and would not have
a material adverse effect upon MiniMed or its ability to perform its obligations
hereunder.

          (iii) The execution and delivery of this Agreement by MiniMed, and the
     performance of its  obligations  hereunder,  are not in violation or breach
     of,  and  will  not  conflict  with or  constitute  a  default  under,  the
     Certificate  of  Incorporation  or  Bylaws  of  MiniMed,  or  any  material
     agreement,  contract,  commitment or obligation to which MiniMed is a Party
     or by which it is  bound,  and  will  not:  conflict  with or  violate  any
     applicable Law or any order or decree of any  governmental  agency or court
     having jurisdiction over MiniMed or its assets or properties.

     (b)  Trimeris  Representations  and  Warranties.  Trimeris  represents  and
warrants to MiniMed as follows:

          (i) Trimeris is a corporation duly organized,  validly existing and in
     good standing under the laws of its jurisdiction of incorporation,  is duly
     qualified to do business as a foreign  corporation  and is in good standing
     in each  jurisdiction  in which the nature of its business or the ownership
     of its property makes such

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     qualification  necessary,  except  where the failure to so qualify or be in
     good standing  would not have a material  adverse effect on Trimeris or its
     ability to perform hereunder.

          (ii) Trimeris has full power and authority to execute and deliver this
     Agreement and to  consummate  the  transactions  contemplated  herein.  The
     execution,  delivery and  performance  of this Agreement have been duly and
     validly  authorized and approved by all necessary  corporate  action on the
     part of Trimeris.  This Agreement has been duly executed and the provisions
     hereof constitute the valid and legally binding obligations of Trimeris and
     do not require the consent,  approval or authorization of, or registration,
     qualification,  designation, declaration or filing with, any person, public
     or governmental  authority or other entity, except for any of the foregoing
     which have been  received or obtained  or,  either  individually  or in the
     aggregate,  do not and  would  not  have a  material  adverse  effect  upon
     Trimeris or its ability to perform its obligations hereunder.

          (iii) The  execution and delivery of this  Agreement by Trimeris,  and
     the  performance  of its  obligations  hereunder,  are not in  violation or
     breach of, and will not conflict  with or constitute a default  under,  the
     Articles or  Certificate  of  Incorporation  or Bylaws of Trimeris,  or any
     material agreement, contract, commitment or obligation to which Trimeris is
     a Party or by which it is bound,  and will not conflict with or violate any
     applicable Law or any order or decree of any  governmental  agency or court
     having jurisdiction over Trimeris or its assets or properties.

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     7. Compliance With Laws.

     In  performing  their  obligations  hereunder,  MiniMed and Trimeris  shall
comply in all  material  respects  with all Laws  regarding  or  relevant to the
performance  of  their  respective   obligations   hereunder,   except  for  any
noncompliance which, individually or in the aggregate, do not and would not have
a  material  adverse  affect  upon  either  Party  hereto,   or  the  agreements
contemplated  hereby.  Without limiting the generality  of the foregoing,  each
Party shall comply in all respects with all of the rules, regulations,  statutes
and laws under the jurisdiction of the FDA, comparable  regulatory bodies of any
state or any foreign jurisdiction,  or such other regulatory authority which may
from time to time exercise jurisdiction over the activities of either MiniMed or
Trimeris, or which affect, impact or otherwise  relate to this  Agreement or the
activities  conducted  hereunder or  contemplated  hereby.  MiniMed and Trimeris
shall  cooperate with each other during any inspection,  investigation  or other
inquiry  by  any  governmental   agency  exercising  any  such  jurisdiction  or
authority, including providing appropriate information and/or documentation,  as
may be lawfully  requested  by such  governmental  entity.  Notwithstanding  the
foregoing,  each Party expressly  reserves its rights to in good faith challenge
the activities of any such  governmental  agency, to the extent such Party deems
appropriate. Further notwithstanding the foregoing, neither MiniMed nor Trimeris
shall be under any obligation to disclose  information  hereunder if, and to the
extent,  such Party in good faith is  seeking  to  protect  the  attorney-client
privilege with respect to any such activity or event.

     8. Intellectual Property.

     (a) Joint Developments.  Each Party shall disclose to the other any and all
useful  ideas,   concepts,   methods,   procedures,   processes,   improvements,
inventions,  discoveries,  and the like which  arise  from the joint  activities
conducted  by  the  Parties  hereunder  ("Discoveries")  of  any  nature,  made,
conceived or first  reduced to practice as a result of the  Parties'  activities
hereunder. The Parties shall jointly own any and all rights,

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title  and  interest  in  and to all  Discoveries  that  are a  result  of  this
Agreement,  and such  property  shall  constitute  Joint  Intellectual  Property
hereunder.  The parties  contracting for any work performed under this Agreement
by a subcontractor  or contract  employee shall ensure all Discoveries vest with
Trimeris and MiniMed.  The Parties shall in good faith consider the inclusion of
procedures  relative  to patent  filings  and related  matters  with  respect to
Discoveries which constitute Joint Intellectual Property, which procedures would
be considered for inclusion in the Governing Rules.

     (b) Sole Property.  All existing Trimeris  intellectual property (including
all aspects of the Trimeris Compounds),  and all intellectual property developed
solely by Trimeris independent from activities pursuant to this Agreement (which
must be  independently  verifiable),  shall be and remain the sole and exclusive
property of Trimeris.  All existing MiniMed intellectual property (including all
aspects of the MiniMed Products), and all intellectual property developed solely
by MiniMed  independent  from activities  undertaken  pursuant to this Agreement
(which  must be  independently  verifiable),  shall be and  remain  the sole and
exclusive property of MiniMed.

     9. Covenant Not to Compete; Exclusivity.

     (a) Except as provided for herein,  during the term of this Agreement,  the
Parties shall deal  exclusively with one another with respect to the delivery of
Target Therapies,  subject to the inclusion of additional  collaborative parties
as contemplated by Section 4.

     (b)  During  the term of this  Agreement  and for a period  of one (1) year
thereafter,  MiniMed shall not,  without the prior written  consent of Trimeris,
enter into any  agreement  or  arrangement  with any other person or entity with
respect to the continuous or continual  microdose infusion of any pharmaceutical
product  which is  predicated  on  anti-viral  agents  which block virus to cell
membrane fusion.

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     (c)  During  the term of this  Agreement  and for a period  of one (1) year
thereafter,  Trimeris shall not,  without the prior written  consent of MiniMed,
enter into any agreement or  arrangement  with any person or entity with respect
to the design, development or distribution of any of the Trimeris Compounds used
in a Target Therapy hereunder for  administration  via a continuous or continual
microdose infusion delivery system.

     (d) The  Parties  acknowledge  and agree  that,  except as may be  mutually
determined with respect to an Implementation Strategy, or otherwise agreed to in
writing (i) Trimeris may collaborate,  independent of this Agreement, with other
parties for the  development and  distribution  of Trimeris  Compounds used in a
Target Therapy hereunder for delivery otherwise than via continuous or continual
microdose  infusion and (ii) except as expressly  provided for in subsection (b)
above,  MiniMed  may  collaborate,  independent  of this  Agreement,  with other
parties for the delivery of drugs, drug "cocktails" and compounds other than the
Trimeris  Compounds,  some of which may be deemed to be competitive  with one or
more of the Trimeris Compounds.

     (e) Notwithstanding the foregoing, the Parties recognize that circumstances
may eventuate  wherein the capability of Trimeris to efficiently and effectively
distribute a Trimeris compound  identified for use in a Target Therapy hereunder
is  materially  and  adversely   affected   because  of  the   exclusivity   and
noncompetition provisions contained herein ("Materially Adverse Circumstances").
In recognition of such possibility,  the Management  Committee may include in an
Implementation  Strategy the right of Trimeris to terminate its obligations with
respect to the subject  Trimeris  Compound,  subject to the terms and conditions
herein and in the Implementation  Strategy.  In any such case,  Trimeris must in
good faith conclude that  Materially  Adverse  Circumstances  exist and Trimeris
shall be  obligated to pay MiniMed a  termination  fee in the form of a one-time
payment and/or royalty payments for the balance of the exclusivity period.

     With respect to Pentafuside,  if Materially  Adverse  Circumstances  occur,
Trimeris may terminate its obligations hereunder with respect to Pentafuside, in
which case

                                  Page 16 of 25

<PAGE>

Trimeris shall be obligated to pay MiniMed royalties equal to seven percent (7%)
of the Net Proceeds.  For purposes of this Agreement  "Net Proceeds"  shall mean
the gross revenue derived from sales of Pentafuside  formulated for delivery via
continuous or continual microdose infusion,  less (i) applicable taxes and other
governmental charges, (ii) allowances for credits, returns,  discounts,  rebates
and cancellations,  and (iii) actual freight cost. The obligation of Trimeris to
pay such royalties shall terminate on the sixth (6") anniversary of the date the
FDA grants a New Drug Approval for  Pentafuside.  MiniMed shall have  reasonable
audit  rights to verify such  royalty  payments,  which shall be paid  quarterly
(within  sixty  days  of  the  end of  each  calendar  quarter),  and  shall  be
accompanied  by a  royalty  report  setting  forth  the  basis  for the  royalty
calculation.

     10. Term. Extension and Termination.

     (a) Term. The term of this  Agreement  shall commence as of the date hereof
and  continue  until  the date six (6)  years  after  the FDA  grants a New Drug
Approval for a Trimeris  Compound used in a Target Therapy  hereunder  ("Initial
Term"),  unless sooner terminated as set forth herein.  Unless sooner terminated
in  accordance  with the terms of this  Agreements  the term of this  Agreement
shall  automatically  be extended for additional  successive  12-month  periods,
unless a Party gives notice of  nonrenewal  at least six (6) months prior to the
end of the Initial Term or any renewal term.

     (b) Termination.

          (i) Breach.  If a Party materially  defaults in its performance of any
     of its material  obligations under this Agreement,  and such default is not
     cured or resolution of a disputed breach pursuant to Subsection 3(f) is not
     demanded  within  sixty (60) days of written  notice of such default by the
     other Party,  this  Agreement  may be  terminated at the end of such 60-day
     period by the Party not in default by written  notice of termination to the
     defaulting   Party,  such  written  notice  to  be  given  not  later  than
     seventy-five (75) days after the first written notice.

                                  Page 17 of 25

<PAGE>

          (ii) Bankruptcy.  In the event of the institution by or against either
     Party of insolvency, receivership or bankruptcy,  proceedings or any other
     proceedings  for the  settlement of a Party's debts which are not dismissed
     within  sixty (60) days,  or upon a Party's  making an  assignment  for the
     benefit  of  creditors, or upon a Party's  dissolution  or  ceasing  to  do
     business, the other Party may terminate this Agreement upon written notice.

     (c) Effect of  Termination.  The  provisions  of Section 9 (Covenant Not to
Compete),  Section  11  (Confidentiality),  Section  12  (Indemnification),  and
Section 13 (General), shall survive the termination of this Agreement.

     11. Confidentiality

     (a) Disclosure of Confidential  Information.  Except as otherwise expressly
provided in this  Agreement or as may be agreed to by the Managing  Committee in
writing,  both MiniMed and Trimeris  shall retain in confidence  and not use for
its own benefit  (other than as expressly  contemplated  by this  Agreement) all
confidential and  proprietary information received from the other as a result of
this Agreement during the term of this Agreement and continuing thereafter for a
period of five (5) years after  termination.  Such information may, however,  be
disclosed insofar as such disclosure is necessary (where possible, with adequate
safeguards  for  confidentiality,)  to  allow  either  Party to  defend  against
litigation,  to  file  and  prosecute  patent  applications  or to  comply  with
governmental regulations,  or rules or regulations of applicable self-regulatory
organizations  (including,  without limitation,  any exchange or stock market on
which the securities of a Party are listed or traded, or qualified for trading),
or otherwise as required by Law. Such obligation of confidentiality  and non-use
shall also not apply to information which: (i) is in the public domain as of the
date of receipt, (ii) comes into the public domain through no fault of the Party
claiming  waiver,  (iii)  was  known  by the  Party  claiming  waiver  prior  to
disclosure, as shown by such Party's written records, (iv)

                                  Page 18 of 25

<PAGE>

is disclosed to the Party claiming waiver by a third party having a lawful right
to make such disclosure,  (v) is  independently  developed by the Party claiming
waiver,  or (vi) is  disclosed to a third party that has agreed in writing to be
bound by  obligations  of  confidentiality  similar  to those set forth  herein.
Nothing contained herein shall prevent either Party from disclosing  information
to its Affiliates or to the FDA or other regulatory authorities where necessary.

     (b) Press Release and Public Announcements.  MiniMed and Trimeris shall not
issue any press release or public  announcement  with respect to this  Agreement
without the prior  consent of the other Party as to the form and content of such
release, except for any such release or announcement that may be required by Law
or the rules or  regulations  of any exchange on which the securities of a Party
are listed,  traded or  qualified  for  trading.  To the extent  practical,  the
parties  shall  consult  with each other in advance as to the form,  content and
timing of all  releases or  announcements.  It is the present  intention  of the
Parties  to  issue  a joint  press  release  announcing  the  execution  of this
Agreement.

     (c)  Existing  Mutual  Nondisclosure  Agreement.  The Mutual  Nondisclosure
Agreement  catered  into by the Parties and  effective  as of August 21, 1996 is
superseded  by  Section  11 of  this  Agreement;  provided,  however,  that  any
confidential  information  disclosed by one Party to the other  pursuant to such
Mutual  Nondisclosure  Agreement  shall be treated  as if it had been  disclosed
after the Effective Date of this Agreement and shall therefore be subject to the
terms of this Section.

     12. Indemnification.

     (a)  Indemnification by MiniMed.  MiniMed shall indemnify,  defend and hold
Trimeris  harmless from and against any and all Losses resulting from or arising
out of the negligence or willful misconduct of MiniMed in the performance of its
obligations  under  this  Agreement.  Without  limiting  the  generality  of the
foregoing, MiniMed shall

                                  Page 19 of 25

<PAGE>

indemnify,  defend  and hold  Trimeris  harmless  from and  against  any  losses
relating to product  liability  claims  solely with respect to MiniMed  Products
which are  designed,  developed and  manufactured  solely and  independently  by
MiniMed.

     (b) Indemnification by Trimeris.  Trimeris shall indemnify, defend and hold
MiniMed  harmless from and against any Losses  resulting  from or arising out of
the  negligence of willful  misconduct of Trimeris in performing is  obligations
under this Agreement. Without limiting the generality of the foregoing, Trimeris
shall  indemnify,  defend and hold MiniMed  harmless from and against any Losses
resulting from any design defect with respect to any Trimeris  Compound which is
the subject of the cooperative efforts pursuant to this Agreement.

     (c)  Indemnification  Procedures.  A  Party  seeking  indemnification  (the
"Indemnified  Party") pursuant to this Section 12 shall notify, in writing,  the
other Party (the "Indemnifying Party") within fifteen (15) days of the assertion
of any claim or discovery of any fact upon which the  Indemnified  Party intends
to base a claim for indemnification. An Indemnified Party's failure to so notify
the Indemnifying  Party shall not, however,  relieve the Indemnifying Party from
any liability under this Agreement to the Indemnified Party with respect to such
claim  except to the extent that such  Indemnifying  Party is  actually  denied,
during the period of delay in notice, or materially  prejudiced with respect to,
the  opportunity  to remedy or  otherwise  mitigate  the event or  activity(ies)
giving rise to the claim for  indemnification  and thereby  suffers or otherwise
incurs  additional  quantifiable  damages  as a  result  of  such  failure.  The
Indemnifying  Party,  while  reserving the right to contest its  obligations  to
indemnify hereunder,  shall be responsible for the defense of any claim, demand,
lawsuit or other  proceeding  in  connection  with which the  Indemnified  Party
claims indemnification  hereunder. The Indemnified Party shall have the right at
its own expense to  participate  jointly  with  the Indemnifying  Party  in  the
defense of any such claim, demand, lawsuit or other proceeding, but with respect
to any issue involved in such claim,  demand,  lawsuit or other proceeding with
respect to which the Indemnifying Party has acknowledged its

                                  Page 20 of 25

<PAGE>

obligation to indemnify the Indemnified Party hereunder,  the Indemnifying Party
shall have the right to select counsel,  settle,  try or otherwise dispose of or
handle  such claim,  demand,  lawsuit or other  proceeding  on such terms as the
Indemnifying Party shall deem appropriate, subject to any reasonable objection
of the Indemnified Party.

     (d) Insurance.  The Parties,  through the Managing Committee,  shall pursue
the purchase of appropriate  liability insurance which would jointly insure both
of the Parties for the activities undertaken pursuant to this Agreement,  to the
extent such  insurance is available  to the Parties on  commercially  reasonable
terms.  The Managing  Committee shall in good faith determine the most efficient
and effective way to obtain such insurance and shall in good faith  negotiate an
appropriate allocation of the cost of acquiring any such insurance.

     13. General.

     (a) Entire Agreement. This Agreement, including any Schedules, Exhibits and
Appendices,  constitutes the entire agreement and understanding  relating to the
subject matter of this  Agreement and  supersedes  all previous  communications,
proposals,  representations and agreements,  whether oral or written,  including
that certain  Letter  Agreement  between the parties dated December 10, 1996 (as
amended) relating to the subject matter of this Agreement.

     (b)  Counterparts  and Headings.  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.  Headings of sections and subsections
of this  Agreement  are  for  convenience  only  and  the  construction  of this
Agreement shall not be affected by reference to such headings.

     (c)  Notice.  Any  notice  required  or  permitted  to be given  under this
Agreement  shall be in  writing  and shall be  deemed to have been  sufficiently
given for all

                                 Page 21 of 25

<PAGE>

purposes  if  personally  delivered  or  mailed  by  first  class  certified  or
registered  mail,  postage  prepaid,  hand delivered,  or sent by telecopy or by
reputable courier. Notices sent by U.S. mail shall be deemed delivered three (3)
days after  deposit  with  postal  authorities  or upon  confirmed  delivery  if
personally delivered, sent by confirmed fax or courier service. Unless otherwise
specified in writing, the mailing addresses of the parties shall be as described
below.

For Trimeris:     Trimeris, Inc.
                  4727 University Drive
                  Durham, North Carolina 27707
                  Attention. President
                  Fax Number: (919)419-1816

Copy to:          General Counsel at same address
                  Fax Number: (919)419-1816

For MiniMed:      MiniMed Inc.
                  12744 San Fernando Road
                  Sylmar, California 91342
                  Attention: President
                  Fax Number: (818) 362-6928

Copy to:          General Counsel at same address
                  Fax Number (818) 367-1460

     (d)  Amendment  and Waiver.  This  Agreement  may be modified,  amended and
supplemented only by written agreement signed by the Parties.  The waiver by any
Party to this  Agreement  of any breach or  violation  of any  provision of this
Agreement by the other Party shall not operate or be construed to be a waiver of
any subsequent breach or

                                  Page 22 of 25

<PAGE>

violation of the same or any other provision of this Agreement.

     (e) Assignment.  Neither Party may assign its rights and obligations  under
this  Agreement  without  the prior  written  consent of the other  Party.  This
Agreement  shall be  binding  upon,  and  inure to the  benefit  of,  the  legal
successors to the Parties hereto.

     (f)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of California.

     (g) Partial  Invalidity.  If any  provision of this Agreement is held to be
invalid,  then the remaining  provisions shall nevertheless remain in full force
and effect. The Parties agree to renegotiate in good faith any term held invalid
and be bound by the mutually agreed substitute provision.

     (h) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or interpretation  arises,  this Agreement shall be construed as if drafted
jointly by the Parties and no  presumption  or burden of proof shall arise
favoring or disfavoring  any Party by virtue of the  authorship of any of the
provisions of this Agreement. When this Agreement uses the word "including" such
word shall be deemed to be followed by the words "without limitation".

     (i) Force Majeure. Both Parties to this Agreement shall be excused from the
performance of their  obligations  hereunder if 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 file  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 and not resulting from the negligence of the Party

                                  Page 23 of 25

<PAGE>

seeking excuse, including an act of God, war, civil commotion, epidemic, failure
or default of public  utilities or common  carriers,  destruction  of production
facilities or materials by fire, earthquake, storm or like catastrophe.

     (j)  Independent  Contractors.  The  relationship  of Trimeris  and MiniMed
established by this Agreement is that of  independent  contractors,  and nothing
contained in this Agreement shall be construed to give either Party the power to
direct and control the day-to-day  activities of the other or allow one Party to
create  or  assume  any  obligation  on  behalf  of the  other  of  any  purpose
whatsoever.

     (k) Limitation of Liability. Except as may be elsewhere herein specifically
provided for, neither Party shall be liable to the other for indirect,  special,
incidental,  consequential or punitive  damages,  or for any lost profits of the
other Party,  however caused and on any theory of liability,  arising out of the
performance or failure to perform any obligations set forth herein.

     IN WITNESS WHEREOF, this Agreement is executed and effective as of the date
first above written.


TRIMERIS, INC.


/s/  Max N. Wallace
     -------------------------
     Max N. Wallace
     Vice President, Operations and General Counsel




MINIMED INC.


/s/  Terrance H. Gregg
     -------------------------
     Terrance H. Gregg
     President & Chief Operating Officer

                                 Page 24 of 25

<PAGE>

                                   Schedule A


                               Managing Committee


Trimeris, Inc.                             MiniMed Inc.

TO BE DETERMlNED                           Eric S. Kentor
                                             Senior Vice President and General
                                             Counsel

TO BE DETERMINED                           William Van Antwerp
                                             Chief Scientist



Alliance Coordinator:                      Alliance Coordinator:

TO BE DETERMINED                           TO BE DETERMINED



                        Senior Management Representative

Trimeris, Inc.                             MiniMed Inc.

TO BE DETERMINED                           Terrance H. Gregg
                                             President & Chief Operating Officer

                                  Page 25 of 25