HGS/TIGR AGREEMENT
This Agreement, dated June 20, 1997 (the "Termination Date"), is by
and between Human Genome Sciences, Inc. ("HGS"), a Delaware corporation, having
its principal place of business at 0000 Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx,
and The Institute for Genomic Research ("TIGR"), a Maryland not-for-profit
corporation, having its principal place of business at 0000 Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxx. The parties hereby agree:
1. As of the Termination Date, the Research Services Agreement dated October 1,
1992, the Intellectual Property Agreement dated October 1, 1992, the Lease
Funding Agreement and Assignment dated March 2, 1993, the HGS/TIGR Agreement of
April 19, 1993 related to human cDNA sequencing, and all other agreements
entered into any time prior to the Termination Date between HGS and TIGR (the
"Prior Agreements") are hereby terminated in full, notwithstanding any survival
provisions thereof (including Section 11.2 of the Intellectual Property
Agreement and Section 13.3 of the Research Services Agreement).
2. Except as provided in the letter attached as Exhibit 1 and Section 12, as of
the Termination Date, HGS shall have no further obligation to provide funding
(including all research funding and lease funding) to TIGR, and TIGR hereby
acknowledges that it has received all funding owed to TIGR by HGS for activities
performed prior to the Termination Date.
3. TIGR hereby agrees to review within two months of the Termination Date its
records and archives to insure that all sequencing data and all Information
related to bioinformatics software obligated to be transferred to HGS prior to
the Termination Date pursuant to the Prior Agreements have been transferred to
HGS, and to warrant that all such sequencing data have been transferred.
Notwithstanding TIGR's obligation to transfer such sequencing data, in the event
that such sequencing data are not transferred to HGS, TIGR hereby assigns and
agrees to assign all patent rights to any invention or discovery derived from
the use of such sequencing data that was not so transferred.
4. TIGR and HGS will prepare mutually agreed upon press releases announcing the
termination of the Prior Agreements and will prepare a mutually agreed upon
Question & Answer ("Q&A") document for responding to press questions. Other than
the mutually agreed upon press releases and Q&A, neither party will make any
public announcement concerning the terms of this agreement or the termination of
the Prior Agreements which is inconsistent with the press releases or the Q&A.
5. TIGR and HGS agree not to disparage, malign or otherwise make statements
critical of the other party or its affiliates, its stockholders, officers,
directors, trustees, agents, employees or representatives in public or private
statements. Each party shall use its best efforts to advise its affiliates, its
stockholders, officers, directors, trustees, agents, employees and
representatives not to disparage, malign or otherwise make statements critical
of the other party in public or private statements.
6. TIGR and HGS agree not to solicit or hire any current employee of the other
for a period of two years from the Termination Date without the written consent
of the other. For the purpose of this agreement, general solicitations directed
to the public (e.g., advertisements in newspapers or scientific journals) shall
not be considered solicitation.
7. The publishing limitations contained in the Prior Agreements relating to
unpublished Information, Inventions or TIGR Material shall cease as of the
Termination
Date, except that TIGR shall not make public or publish sequencing data for
[***] prior to [***].
8. TIGR will use its best efforts to obtain funding, and if such funding is
received, to complete the sequencing of [***] and shall forward promptly the
results of that sequencing (including all bioinformatics analysis) to HGS. TIGR
grants and agrees to grant a non-exclusive non-cancelable, worldwide,
royaltyfree right and license to make, have made, import, sell or offer to sell
products under any patent rights resulting from such sequencing. TIGR agrees not
to make public or publish such sequencing data until [***] or until two business
days after disclosure of such results to HGS, whichever is later.
9. For a period of four years after the Termination Date, TIGR agrees not to
enter into any commercial agreement, solicit or receive governmental or
not-for-profit grants, or otherwise perform any research, development, or
commercial activities, in each case if such agreement, grant or activity is
targeted to the sequencing or therapeutic activity of any Designated Therapeutic
Protein or Related Diagnostic. For the purposes of this agreement, Therapeutic
Protein shall mean a polypeptide derived from a human cDNA or a human gene or
genes or any portion of such cDNA, gene or genes, which polypeptide may be
useful for the treatment or prevention of a disease or disorder in humans.
Related Diagnostic shall mean any product, process, substance, composition or
service that is intended to predict, detect or identify a human disease or a
pathologic condition in a human by determining the presence, abundance or
absence of a Designated Therapeutic Protein. A Designated Therapeutic Protein is
a Therapeutic Protein for which HGS has an active research, development or
commercialization program and has so notified TIGR in writing. At any one time,
the maximum number of Designated Therapeutic Proteins subject to the
restrictions of this section shall be [***], except that any Designated
Therapeutic Protein that enters clinical trials on behalf of HGS or which is at
the time the subject of a specific license to a third party under a pending or
issued patent for research, development or commercialization shall not be
included within the maximum number of Designated Therapeutic Proteins. HGS shall
also be free to name a substitute Designated Therapeutic Protein for any
Therapeutic Protein already designated. In the event that (i) a Designated
Therapeutic Protein is substituted for, or (ii) HGS ceases to actively research,
develop or commercialize and has not licensed the Designated Therapeutic Protein
to a third party (in which event HGS shall promptly so notify TIGR in writing),
the restrictions of this section shall no longer apply to that Designated
Therapeutic Protein. This section shall not apply to any Therapeutic Protein for
which TIGR has initiated and has ongoing an active research program specifically
directed to the Therapeutic Protein prior to HGS's designation to TIGR that such
protein is a Designated Therapeutic Protein.
10. HGS grants to TIGR a world-wide, nonexclusive, non-cancelable, royalty-free
right and license under all Inventions and Patent Rights only for the purpose of
conducting research; provided, that TIGR shall not assign or otherwise transfer
any or all of its interest in such license to any other person or entity without
the written consent of HGS, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, TIGR shall be free to grant a sublicense (with no
right for a further sublicense) to any governmental, academic or non-profit
collaborator of TIGR solely for the purpose of conducting research in
collaboration with TIGR. Any assignment or other transfer by TIGR in violation
of this section shall be void and without effect.
11. (a) In consideration of the rights granted in Section 10 for
research involving Therapeutic Proteins, TIGR agrees that, for any
commercial agreement with a for-profit corporation (including a
service agreement except as provided in subsection (d)) between TIGR
and a third party related to the sequencing or therapeutic activity
of any Therapeutic Protein and in which TIGR grants or agrees to
grant rights to Therapeutic Proteins, TIGR shall pay to HGS within
thirty days of receipt:
(i) [***] of all monies received by TIGR from a third party
for reimbursement or prepayment of research services to be
performed pursuant to that commercial agreement; provided
that in the event that the commercial agreement provides for
a commercially reasonable allocation of the reimbursement or
prepayment specifically to work associated with identifying
Therapeutic Proteins, the [***] shall apply only to those
amounts specifically allocated to the Therapeutic Proteins;
(ii) [***] of all monies received by TIGR as upfront license
fees or other upfront payments; provided that in the event
that the commercial agreement provides for a commercially
reasonable allocation of fees or payments specifically to
rights associated with Therapeutic Proteins, the [***] shall
apply only to those amounts specifically allocated to the
Therapeutic Proteins;
(iii) [***] of all milestone payments or other similar
payments (other than payments described in subsection
(a)(i)) received by TIGR with respect to a Therapeutic
Protein Product; and
(iv) [***] of all running royalties received by TIGR
pursuant to such commercial agreement for sales of
Therapeutic Protein Products.
(b) This section shall only apply to commercial agreements entered
into on or before two years after the Termination Date, but shall
include all monies received from such agreements regardless of when
such monies are received.
(c) A Therapeutic Protein Product shall mean a Therapeutic Protein
for which a patent application is filed by TIGR, the third party or
their licenses or assignees in the United States or elsewhere on or
before [***] after the Termination Date.
(d) This section shall not apply to commercial agreements that
relate solely to "fee for service" contract sequencing in which TIGR
retains no rights (other than a nonexclusive research license) to
the xxxxxxxx xxxx generated pursuant to that agreement.
12 (a) TIGR assigns and agrees to assign all of its rights, title and
interest in and to any Invention and Patent Rights to HGS, subject
to the exceptions set forth below. TIGR shall not be obligated to
assign to HGS any process, use, article of manufacture, composition
of matter, or apparatus or corresponding patent and patent
applications which were not actually or constructively reduced to
practice prior to the Termination Date. Nothing in this agreement
shall affect HGS's ownership interest in Inventions and
corresponding Patent Rights which Inventions are conceived or
actually or constructively reduced to practice prior to the
Termination Date.
(b) TIGR shall cooperate, and cause its Investigators to cooperate,
with HGS in the preparation, filing, prosecution, maintenance,
assignment and enforcement of any Patent Rights, and shall perform
all necessary acts relating thereto, including executing,
acknowledging and delivering any and all papers, documents and
instruments required for effecting such prosecution, maintenance,
assignment and enforcement; provided, however, that HGS shall pay
all costs incurred by TIGR in complying with these requirements.
(c) To the extent that TIGR, prior to the Termination Date, has
entered into agreements with agencies, departments or
instrumentalities of the United States
government and nonprofit organizations, foundations and similar
organizations (including but not limited to American Heart
Association, the Muscular Dystrophy Association and similar
organizations) ("Organizations") for funding of research at TIGR
which prevents TIGR from assigning all rights, title and interest to
HGS in and to Inventions and Patent Rights which result from such
funding (each agreement an "Organization Agreement" and each such
invention and patent right an "Organization Invention" and
"Organization Patent Right", respectively), TIGR grants to HGS and
HGS accepts from TIGR a world-wide, non-cancelable right and license
to make, have made, use and sell or have sold on its behalf any
product, process, machine, apparatus or article of manufacture or
composition, including the right to sublicense to third parties,
pursuant to the terms and conditions of this agreement, under any
Organization Invention or Organization Patent Right in which
ownership must be retained by TIGR or in which the Organization does
not permit ownership to be retained by HGS pursuant to any
Organization Agreement. This license is granted to the extent
permitted under United States law and is exclusive except as
provided in Section 10 and except as to the United States government
or other Organization, which may retain a comparable non-exclusive
royalty free license under such Organization Inventions and
Organization Patent Rights. HGS at its cost and expense shall file,
prosecute and maintain Organization Patent Rights licensed under
this section.
(d) HGS shall pay to TIGR a running royalty of [***] of net sales of
any product sold by HGS which is covered by a granted claim of
Organization Patent Right licensed to HGS under subsection (c)
above. HGS shall pay to TIGR the lesser of (i) [***] of the running
royalties received from a sublicensee for sale of product covered by
a granted claim of Organization Patent Right licensed to HGS or (ii)
[***] of the net sales of a product sold by a sublicensee which is
covered by a granted claim of Organization Patent Right licensed to
HGS. In the event that HGS is obligated to pay a royalty for a
product to a party other than an Affiliate ("Other Party Royalty")
for which product a royalty is also owed to TIGR, then [***] of such
Other Party Royalty shall be fully creditable against [***] of the
royalty owed to TIGR under this section.
13. Subject to Section 12(d), TIGR grants to HGS a royalty-free, worldwide,
non-cancelable, non-exclusive right and license to use and to transfer to third
parties Information and TIGR Material. Nothing in this Agreement shall affect
TIGR's ownership interest in Information and TIGR Material. TIGR shall not be
obligated to provide to HGS, and HGS shall not have any license rights with
respect to any data, formulas, know-how, process information or other
information or any material, substance, composition, or biological material
discovered, produced or derived by TIGR on or after the Termination Date.
14. HGS shall not assign ownership to Patent Rights obtained from TIGR under
this Agreement or the Prior Agreements to another entity without the written
consent of TIGR, which shall not be unreasonably denied or delayed, except such
consent shall not be required: (i) where such assignment is in conjunction with
a transfer of substantially all of the assets of HGS to an entity who is not an
Affiliate of HGS, or (ii) where such assignment is to an Affiliate that is a
wholly owned subsidiary of HGS. For the purposes of this Section, the granting
of a non-exclusive or exclusive license under Patent Rights shall not be an
assignment unless all or substantially all of the Patent Rights obtained from
TIGR are licensed in one transaction or a series of related transactions to
another entity.
15. HGS has disclosed, and may disclose in the future, to TIGR and Investigators
proprietary and confidential technology, inventions, technical information,
biological materials and the like which are owned or controlled by HGS or which
HGS is obligated to maintain in confidence and which are designated by HGS as
confidential ("HGS Confidential Information"). Such HGS Confidential Information
specifically includes the identity of any Designated Therapeutic Protein and
Related Diagnostic. Except as otherwise provided in this Agreement, TIGR agrees
to retain such HGS Confidential Information in confidence and not to disclose
any such HGS Confidential Information to a third party, so long as such
information remains confidential, without the prior written consent of HGS. The
obligations of TIGR pursuant to this section hereof shall not apply to HGS
Confidential Information that:
(a) is known to TIGR or generally known to the public prior to its
disclosure hereunder; or
(b) becomes known to the public by some means other than a breach of
this Agreement, including publication and/or laying open to inspection
of any patent applications or patents; or
(c) is disclosed to TIGR by a third party having a lawful right to
make such disclosure, and who is not under any obligation of
confidentiality to HGS.
16. HGS agrees not to disclose to a third party Information, Inventions and TIGR
Material disclosed to HGS by TIGR or an Investigator, except under an obligation
of confidentiality. HGS's obligation under this section with respect to any
Information, Inventions or TIGR Material shall terminate one (1) year after
disclosure thereof to HGS. The foregoing obligation shall not apply to any
Information, TIGR Material or Invention which:
(a) is known to HGS or generally known to the public prior to its
disclosure hereunder; or
(b) becomes known to the public by some means other than a breach of
this Agreement, including publication and/or laying open to inspection
of any patent applications or patents; or
(c) is disclosed to HGS by a third party having a lawful right to make
such disclosure, and who is not under any obligation of
confidentiality to TIGR.
17. Each party shall notify the other upon receiving notice of any claim,
lawsuit or other proceeding relating to a product or process that incorporates
or is manufactured by use of an Invention, Information, TIGR Material, or Patent
Right. HGS agrees that it will indemnify and hold harmless TIGR and all
Investigators, and other members, researchers, employees, officers and trustees
of TIGR, and each of them (each an "Indemnified Party") from and against any and
all third party claims, causes of action and costs (including attorney's fees
and costs of appearing as witnesses or otherwise preparing to defend any such
claim or cause of action) of any nature made or lawsuits or other proceedings
filed or otherwise instituted against any Indemnified Party or Parties arising
out of the design, manufacture, sale or use of any such product or process by
any individual or entity; provided, however, that HGS shall not indemnify any
Indemnified Party from or against any claims, causes of action or costs that
result from the gross negligence or willful misconduct of such Indemnified Party
(except to the extent that any act of patent infringement is by its terms
considered willful, in which case HGS shall indemnify any Indemnified Party).
HGS also will assume responsibility for all costs and expenses
relating to such claims and lawsuits for which it is obligated to indemnify any
Indemnified Party or Parties pursuant to this section including, but not limited
to, the payment of all attorney's fees and costs of litigation or other
defenses. TIGR shall promptly notify HGS of any such claim. HGS may elect to
assume the defense of any claim, lawsuit, or other proceeding identified in this
section, but TIGR and/or any Indemnified Party may retain additional counsel and
assume the defense of such suit if (i) HGS specifically authorizes the retaining
of such counsel and assumption of such defense or (ii) TIGR or any Indemnified
Party has been advised by counsel that one or more legal defenses may be
available to it which may not be available to HGS, in which case HGS shall not
be entitled to assume the defense of such suit, notwithstanding its obligation
to bear the fees and expenses of counsel to TIGR or any Indemnified Party. In
the event that any Indemnified Party elects to assume the defense of any suit
and retain counsel as permitted herein, in no event shall HGS be responsible for
the fees and expenses of more than one additional counsel for each such
Indemnified Party. Subject to the foregoing, HGS shall have the right to control
the defense, settlement or compromise of any claim which is indemnified
hereunder.
18. Except as otherwise provided, this Agreement shall not be assignable by
either of the parties without the prior written consent of the other party which
consent shall not be unreasonably withheld or delayed, except that HGS may
assign this Agreement without the consent of TIGR (i) with a transfer to an
entity other than an Affiliate of all or substantially all the business to which
this Agreement relates or (ii) to a wholly owned subsidiary. Any assignment in
violation of this section shall be void and without effect.
19. Subject to the limitations on assignment set forth herein, this Agreement
shall be binding upon and inure to the benefit of said successors in interest
and assigns of HGS and TIGR. Any such successor or assignee of a party's
interest shall expressly assume in writing the performance of all the terms and
conditions of this Agreement to be performed by said party.
20. Each party, on its own behalf and on behalf of its affiliates, stockholders,
directors, trustees, officers, agents, employees, representatives, successors,
predecessors and assigns, hereby waives, releases and forever discharges the
other party and its affiliates, stockholders, directors, trustees, officers,
agents, employees, representatives, successors, predecessors and assigns from
any and all claims, actions, causes of action, suits, demands, rights, damages,
and costs, of any kind or nature, ("Claims") relating to or arising from the
Prior Agreements or the other party's performance or non-performance of the
Prior Agreements. Without limiting the generality of the foregoing, said release
shall apply to Claims (i) whether or not they were asserted or could have been
asserted prior to or after the Termination Date , or (ii) that arose under
contract, tort or otherwise, at law or in equity.
21. Except for the letters attached hereto as Exhibits 1 and 2, this Agreement
constitutes the entire agreement between the parties relating to the subject
matter hereof and supersedes all previous writings and understandings relating
to such subject matter. No terms or provisions of this Agreement shall be varied
or modified by any prior or subsequent statement, conduct or act of either of
the parties, except that the parties may amend this Agreement by written
instruments specifically referring to and executed in the same manner as this
Agreement.
22. The following definitions shall apply to this agreement:
(a) "Affiliate" as applied to HGS shall mean any company,
partnership, joint venture, trust, or other legal entity or
organization, in whatever country
organized, that controls, is controlled by, or is under common
control with HGS. The term "control" means possession, direct or
indirect, of the power to direct or cause the direction of
management and policies whether through the ownership of voting
securities, by contract or otherwise. For the purposes of this
Agreement, Plant and Animal Genome Sciences, Inc. shall be
considered an Affiliate of HGS.
(b) "Course of Work for TIGR" shall mean (i) in the performance of
scientific or technological work for or on behalf of TIGR or (ii)
using the time, materials or facilities of TIGR.
(c) "Information" shall mean any data, formulas, know-how, process
information, or other information that is produced by an
Investigator in the Course of Work for TIGR prior to the Termination
Date.
(d) "TIGR Material" shall mean any material, substance, composition,
or biological material, that is discovered, produced or derived by
an Investigator in the Course of Work for TIGR prior to the
Termination Date.
(e) "Invention(s)" shall mean any process, use, article of
manufacture, composition of matter, or apparatus, whether or not
patentable, that is conceived or first actually or constructively
reduced to practice by an Investigator in the Course of Work for
TIGR prior to the Termination Date.
(f) "Investigator" means (i) any member of TIGR's professional staff
or employee who is involved in scientific or technological work or
who may be reasonably expected to develop Information, Inventions,
or TIGR Material or (ii) a person who works at TIGR and is involved
in scientific or technological work or is reasonably expected to
develop Information, Inventions or TIGR Material or (iii) any person
who performs scientific or technological work for or on behalf of
TIGR.
(g) "Patent Right(s)" shall mean any United States patent
application, including any division, continuation, or
continuation-in-part thereof, and any foreign patent application or
the equivalent thereof, and any Letters Patent or the equivalent
thereof issuing thereon, and any reissue, re-examination or
extension thereof, insofar as it contains, represents, or asserts
one or more claims to an Invention.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf, effective as of June 24, 1997.
HUMAN GENOME SCIENCES, INC. THE INSTITUTE FOR GENOMIC
RESEARCH
By: /s/ Xxxxxx X. Xxxxx By: /s/ J. Xxxxx Xxxxxx
-------------------------- ----------------------------
Name: Xxxxxx X. Xxxxx Name: J. Xxxxx Xxxxxx
Title: President & COO Title: President & CEO
0000 XXXXXXX XXXXXX XXXXX, XXXXXXXXX, XXXXXXXX 00000
(000) 000-0000
(000) 000-0000 Fax
June 20,1997
HUMAN GENOME SCIENCES, INC.
0000 Xxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Equipment Leases with Dominion Ventures, Inc. dated January 31,
1993 and Comdisco, Inc. dated January 31, 1993
Gentlemen:
In conjunction with the agreement entered into by The Institute for Genomic
Research ("TIGR") and Human Genome Sciences, Inc. ("HGS") dated June 20, 1997,
this letter sets forth the agreement between TIGR and HGS concerning two
existing leases for equipment identified above, one between TIGR and Dominion
Ventures, Inc. ("Dominion") and the other between TIGR and Comdisco, Inc.
("Comdisco") (each a "Lease Agreement").
HGS agrees that it shall reach agreement with Dominion on a purchase price
for the equipment subject to the Dominion lease and pay such price and related
costs assessed by Dominion in full, so as to provide TIGR with full ownership of
such equipment. If HGS shall fail to reach agreement with Dominion for any
reason, HGS shall deliver to TIGR's facility, prior to the removal of such
equipment by Dominion under the Lease Agreement, other equipment of like
quality, usefulness and value reasonably satisfactory to TIGR which shall be
owned by TIGR and the purchase price therefor paid by HGS.
HGS agrees that it shall pay to TIGR on or before the 1st day of each
calendar quarter ("Payment Date(s)"), any payments from and including such
Payment Date to and excluding the next Payment Date and any applicable taxes,
fees or charges other than personal property taxes due under the Comdisco Lease
Agreement and consent to and pay a purchase price for the equipment subject to
the Comdisco Lease Agreement at the end of the initial term of the Comdisco
Lease Agreement or earlier, or to deliver to TIGR's facility, prior to the
removal of such equipment by Comdisco under the Lease Agreement, other equipment
of like quality, usefulness and value reasonably satisfactory to TIGR which
shall be owned by TIGR and the purchase price therefor paid by HGS.
June 20, 1997
Page 2
At the request of HGS, TIGR has not made lease payments owed to Dominion
since the payment made for the month of February 1997, (nor has HGS paid TIGR
funds necessary to do so) for HGS' benefit in its on-going negotiations to reach
a mutually agreeable purchase price with Dominion. As you know, Dominion has
threatened TIGR with legal action to recover the payments and other costs, and
TIGR has continued not to pay lease payments at HGS' request. HGS agrees that it
will indemnify and hold harmless TIGR from and against any and all claims,
causes of action and costs (including attorney's fees and costs of appearing as
witnesses or otherwise preparing to defend any such claim or cause of action) of
any nature made or lawsuits or other proceedings filed or otherwise instituted
against TIGR arising out of the Lease Agreements, including without limitation,
any action brought by Dominion against TIGR for nonpayment under the Lease
Agreement and any action or claims brought by Comdisco in the future; provided,
however, that HGS shall not indemnify TIGR from or against any claims, causes of
action or costs that result from the gross negligence or willful misconduct of
TIGR (provided that TIGR's failure to pay lease payments under the Dominion
Lease Agreement shall not be considered willful for this purpose). HGS agrees to
assume the responsibility for all costs and expenses relating to such claims and
lawsuits for which it is obligated to indemnify TIGR, including, but not limited
to, the payment of all attorney's fees and costs of litigation.or other
defenses.
Sincerely,
/s/ J. Xxxxx Xxxxxx
President/Director
Accepted and agreed:
HUMAN GENOME SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President & COO
Date: 6/20/97
0000 XXXXXXX XXXXXX XXXXX, XXXXXXXXX, XXXXXXXX 00000
(000) 000-0000
(000) 000-0000 FAX
June20, 1997
HUMAN GENOME SCIENCES, INC.
0000 Xxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
In conjunction with the agreement entered into by The Institute for Genomic
Research ("TIGR") and Human Genome Sciences, Inc. ("HGS") dated June 20, 1997,
this letter sets forth the agreement between TIGR and HGS concerning assignment
of rights received by HGS from third parties collaborating with TIGR under
certain agreements entered into by or among TIGR, such third parties and HGS,
which agreements are listed in an Attachment to this letter ("Collaboration
Agreement(s)").
HGS hereby assigns to TIGR any and all rights, title and interest HGS has
under Collaboration Agreements to any and all data, formulas, information,
software, materials, compositions, substances and other results of the
Collaboration Agreements conceived or actually or constructively reduced to
practice or otherwise discovered, produced or derived on or after June 20, 1997,
and any and all intellectual property rights thereto, including but not limited
to copyrights, patents, patent applications, or other rights however described
in the Collaboration Agreements (collectively, "Assigned Technology").
Nothing in this letter shall affect HGS' rights with respect to research
results covered under the Collaboration Agreements, and corresponding patents
and patent applications, which results are conceived or actually or
constructively reduced to practice prior to June 20, 1997.
If this assignment is effective only upon the consent of the third party,
then TIGR, at its election, may seek to obtain the consent of the third party or
request HGS to waive any rights it may have in Assigned Technology. If requested
to do so by TIGR, HGS agrees promptly to execute appropriate documentation to
effectuate such a waiver.
HGS also agrees that it will not enforce, and hereby waives its rights
under, any publishing limitations contained in any Collaboration Agreement,
inculding any provisions that require a delay upon disclosures of research
June 20, 1997
Page 2
results, provide for advanced review by HGS of any manuscripts describing
research covered by the Collaboration Agreement, or grant to HGS the right to
delete any portions of such manuscripts before publication.
In the event an agreement that is similar to those listed in the
Attachment, but not included therein, comes to the attention of the parties,
then, subject to confirmation by each party, the Attachment will be amended to
include that agreement as a Collaboration Agreement.
Sincerely,
/s/ J. Xxxxx Xxxxxx
President/Director
Attachment
Accepted and agreed:
HUMAN GENOME SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name Xxxxxx X. Xxxxx
Title: President & COO
Date 6/20/97
EXHIBIT 2 ATTACHMENT
THE INSTITUTE FOR GENOMIC RESEARCH
COLLABORATION AGREEMENTS
INSTITUTION RESEARCH EFFECTIVE DATE
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