Strategic Alliance Agreement

Exhibit 10.15


STRATEGIC ALLIANCE AGREEMENT


This Strategic Alliance Agreement ("Agreement") is made and entered into as of October 2, 2001 by and between Bruker AXS Inc., a Delaware corporation with its principal place of business in Madison, Wisconsin ("BAXS") and GeneFormatics Incorporated, a California corporation with its principal place of business in San Diego, California ("GFI").


WITNESSETH:


WHEREAS, GFI is a leading structural proteomics company which intends to conduct a round of financing with respect to GFI's Series C Preferred Stock ("Series C Financing") and to purchase from BAXS X-ray single crystal diffraction ("XSCD") systems and related equipment ("XSCD Products");


WHEREAS, BAXS is a leading XSCD company which desires to (i) sell to GFI XSCD Products and to provide certain support and maintenance services relating thereto, and (ii) make a [**] investment in GFI as part of the Series C Financing ("BAXS Investment"); and


WHEREAS, the parties desire to work together with respect to XSCD for structural proteomics;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereto hereby agree as follows:


1.0 TECHNOLOGICAL COLLABORATION


The parties shall work together in the following areas as may be mutually agreed from time to time:


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND REPLACED WITH [**] AND FILED SEPARATELY WITH THE COMMISSION.


1.1 GFI shall make a material investment in XSCD. GFI is in the process of developing a specific XSCD strategy in conjunction with [**]of the [**] and an exclusive consultant to GFI in the fields of structural genomics and structural proteomics.


1.2 In conjunction with developing such strategy, GFI shall work with BAXS to incorporate BAXS' capabilities into such strategy. This shall include, among other items, the following:


1.2.1 It is anticipated that GFI will initially [**]from BAXS.


1.2.2 It is anticipated that, as part of a second phase, GFI may expand its technology platforms for protein structure and function discovery by [**].


1.3 The XSCD lab at GFI may serve as a test site for future capabilities.


1.4 GFI may provide BAXS access to GFI's experimental protocols and methods for automated crystallization and sample purification and preparation.


2.0 INVESTMENT


GFI intends to undergo a Series C Financing during the calendar year 2001. BAXS shall make the BAXS Investment [**] as part of the Series C Financing; provided, however, that such investment is required to be made by BAXS only if GFI closes the Series C Financing during the 2001 calendar year and GFI receives at least [**] in such Series C Financing (including the BAXS Investment and the investments of any affiliates of BAXS). The BAXS


[**] Indicates that information has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.


2


Investment shall be comprised of [**] $500,000 of BAXS stock. The BAXS stock shall be valued at (a) if the Series C Financing closes prior to September 15, 2001, $7.00 per share; and (b) if the Series C Financing closes after September 15, 2001, (i) the fair market value thereof as determined by the BAXS Board of Directors in agreement with GFI if the initial public offering of BAXS has not yet been declared effective, or (ii) the average closing price over the ten (10) NASDAQ trading days ending three (3) days prior to the closing date of the Series C Financing, if the initial public offering of BAXS has been declared effective. BAXS' completion of the BAXS Investment is subject to the following:


2.1 BAXS shall invest at a valuation and on terms and conditions no less favorable than those provided to any other investor in GFI's Series C Preferred Stock.


2.2 If such Series C Financing is not closed on or before December 31, 2001, this Section 2.0 shall be of no further ...