EXHIBIT 10.21
Biological Materials Agreement
This Agreement dated Jan 26, 1998 ("Effective Date") by and between Targeted
Genetics Corporation, 0000 Xxxxx Xxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Targeted
Genetics") and Collateral Therapeutics, 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX
00000 ("Collateral") relates to certain biological materials transferred to
Collateral. Targeted Genetics is willing to provide Collateral with samples of
such biological materials upon the following terms:
1. Definitions. "Biological Materials" means recombinant adeno-associated
vector (rAAV) beta-ga1 virus stock transferred by Targeted Genetics to
Collateral, including but not limited to plasmids, cells and viruses, and any
derivatives, variants or progeny thereof.
2. Title to Biological Materials. Targeted Genetics has and shall retain all
title and interest in and to the Biological Materials. Nothing in this Agreement
confers to Collateral any license, right, or property interest in the Biological
Materials, Targeted Genetics patents or patent rights.
3. Use of Biological Materials. Targeted Genetics grants Collateral the right to
use the Biological Materials only for proposed use, as set forth in the work
plan attached to this Agreement as Appendix A ("Work Plan"). Collateral shall
not transfer the Biological Materials to third parties. The Biological Materials
shall not be used in humans, and shall be used in compliance with applicable
federal, state and local laws and regulations. The Biological Materials shall
not be used in research that is subject to consulting or licensing obligations
to a corporation, unless prior written permission is obtained from Targeted
Genetics.
4. Proprietary Rights. Collateral shall not grant or attempt to grant any right
in or to the Biological Materials without the prior written consent of Targeted
Genetics. Any inventions made by Collateral in the course of Collateral's
research relating to the Biological Materials shall be jointly owned by the
parties. Matters of inventorship of such inventions shall be determined in good
faith by the parties. Any data generated from research using the Biological
Materials shall be made available to Targeted Genetics for support of its patent
application relating to Biological Materials.
5. Warrant Disclaimers; Indemnification Disclaimer. The Biological Materials are
provided to Collateral without any warranty of merchantability or fitness for a
particular purpose or any other warranty, express or implied. In no event shall
Targeted Genetics be liable for any use of the Biological Materials by
Collateral nor for any loss, claim, damage, or liability, of whatsoever kind or
nature, which may arise from or in connection with this Agreement or the use,
handling or storage of the Biological Materials. No indemnification for any
loss, claim, damage, or liability is intended or provided by any party under
this Agreement. Each party shall be liable for any loss, claim, damage, or
liability it incurs as a result of its activity under this Agreement.
6. Assignability. Collateral may not assign its rights or obligations under this
Agreement without the prior written consent of Targeted Genetics.
7. Publicity. Except as otherwise provided herein, Collateral, including its
employees and agents, shall not use the name of Targeted Genetics or any of its
employees or agents, and Targeted Genetics, including its employees and agents,
shall not use the name of Collateral or any of its employees or agents, in any
advertising, publicity, news release, promotional materials or any public
disclosure, whatsoever, either written or oral, related to the existence of this
Agreement or any actions or work undertaken pursuant to terms of this Agreement
without the prior written consent of the other party. Neither party will publish
or otherwise disclose the results of its research hereunder without the prior
written consent of the other party. Notwithstanding the foregoing each parts
hereby consents to references to it in any reports or documents which are filed
by the other party pursuant to any requirements of applicable law or
governmental regulations.
9. Term and Termination. This Agreement and the obligations of the parties
hereunder shall terminate *** from the Effective Date of this Agreement, unless
terminated earlier upon thirty (30) days prior written notice by one party to
the other. At Targeted Genetics' sole option, upon termination of this
Agreement, all Biological Materials in the possession of Collateral shall be
returned to Targeted Genetics within *** of the termination of this Agreement.
10. Future Collaboration. Upon completion of the research described in the Work
Plan, the parties may agree to enter into a collaboration to develop and
evaluate an AAV-ACvi vector for the treatment of congestive heart failure (the
"Collaboration") whereby Targeted Genetics would be responsible for constructing
and manufacturing an AAV-ACvi vector and Collateral would be responsible for,
among other things, funding Targeted's costs for the Collaboration, which are
estimated to be approximately *** . In the event that the parties do not enter
into a Collaboration, Collateral shall return all unused Biological Materials
pursuant to Paragraph 9, and the parties shall have no further obligations to
each other.
Targeted Genetics Corporation
By /s/ H. Xxxxxxx Xxxxxx
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Name: H. Xxxxxxx Xxxxxx
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Title: Pres. & CEO
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Collateral Therapeutics, Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
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Title: COO & CFO
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Confidential Treatment and filed separately with the Commission.
APPENDIX A
WORK PLAN
We would like to explore the possibility of *** .
1. Cell culture studies: ***
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2. In vivo gene transfer: ***
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3. Ex Vivo gene transfer. ***
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*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
