Exhibit 10.15
Confidential Materials omitted and filed separately with
the Securities and Exchange Commission. Asterisks denote omissions.
FIRST AMENDMENT TO THE COOPERATIVE AGREEMENT
(signed February 19, 1999)
THIS FIRST AMENDMENT AGREEMENT is entered into in Montpellier and takes
effect on May 17, 2001.
It is entered into and applies to: NOVIRIO SARL, a private corporation
located at Immeuble "La Vigie," 000 Xxx Xxxx Xxxx, 00000, Xxxxxxxxxxx
("NOVIRIO"), Le Centre National de la Recherche Scientifique, located at 0 Xxx
Xxxxxx-Xxxx 00000, Xxxxx, Cedex 16 ("CNRS"), and L'Universite Montpellier II,
located at 0 Xxxxx Xxxxxx Xxxxxxxxx 00000, Xxxxxxxxxxx, Cedex 5 ("UMII").
WHEREAS, NOVIRIO, CNRS and UMII are parties to a certain Cooperative
Agreement dated as of January 4, 1999 (the "Cooperative Agreement"), pursuant to
which the parties have established a Cooperative Laboratory; and
WHEREAS, the parties hereto wish to make certain modifications to the
Cooperative Agreement as provided for herein;
RECOGNIZING the role and value of each of the Parties to provide these
modifications, the Parties agree on the following:
1. Article 1 "Purpose of the Agreement" is hereby amended by changing the name
of the grouping formed by the research program and the resources relating
thereto to "Cooperative Laboratory for research [**]."
2. As used in the Cooperative Agreement, the term "Research Field" shall
hereafter be defined as: "research directly or indirectly relating to the
discovery and development of [**] including but not limited to research and
development of procedures, as well as tests and methods related thereto."
3. Article 3.2 of the Cooperative Agreement "Location" is hereby deleted in its
entirety and amended as follows:
"The Cooperative Laboratory is located in premises provided by the UMII
and such premises constitute certain of the resources the UMII is
providing to the Cooperative Laboratory."
4. Section 5.1 captioned "Steering Committee - Composition" is hereby deleted in
it entirety and amended as follows:
The Steering Committee of the Cooperative Laboratory will consist of
two representatives from each Party and other invited members. The
Steering Committee is made up as follows:
For Novirio Laboratories:
Xx. Xxxx-Xxxx Xxxxxxx, Senior Director European Operations
Xx. Xxxx-Xxxxxx Xxxxxxxxxx, Chairman & CEO of Novirio Laboratories;
or their representatives
For the CNRS:
Xx. Xxxxxx Xxxxxxxx, Director of the Joint research unit (UMR) and
Research Director at the CNRS
The Director of the Department of Chemistry at the CNRS; or their
representatives
For the University:
Xx. Xxxx-Xxxxx Xxxxxx, Professor at the Universite Montpellier II
The President of the Universite Montpellier II, or their
representatives.
Effective as of October 1, 2001, the Steering Committee of the
Cooperative Laboratory will be comprised of two representatives from
each Party, one independent member, and of invited members. The
Steering Committee is made up as follows:
For Novirio Laboratories:
Xx. Xxxx-Xxxx Xxxxxxx, Senior Director European Operations
Xx. Xxxx-Xxxxxx Xxxxxxxxxx, Chairman & CEO of Novirio Laboratories; or
their representatives
Xx. Xxxx-Xxxxx Xxxxxx, Professor Emeritus, consultant for Novirio
For the CNRS:
Xx. Xxxxxx Xxxxxxxx, Director of the Joint research unit (UMR) and
Research Director at the CNRS
The Director of the Department of Chemistry at the CNRS; or their
representatives
For the University:
Xx. Xxxxxxxxx Xxxxxxxx, "Conference Masterat the Universite Montpellier
II
The President of the Universite Montpellier II, or their
representatives.
In agreement with the other Parties, each Party can invite a person who
is renowned for his/her proficiency in the Research Field to join the
Steering
Committee. This person will participate in the Steering Committee's
meetings in an advisory capacity.
Xx. Xxxx-Xxxxx Xxxxxx will chair the Steering Committee.
5. Article 6 of the Cooperative Agreement is hereby amended by inserting the
following sentence at the conclusion of the first paragraph:
"The parties agree that up to [**] Novirio employees may be
assigned to and take part in the activities of the Cooperative
Laboratory at the facilities provided to the Cooperative
Laboratory by UMII." The other paragraphs of Article 6 remain
unchanged.
6. Article 10 captioned "Exploitation of Results" is hereby amended by deleting
in its entirety the first paragraph thereunder and inserting in place thereof
the following:
For the purpose of this Agreement, products and therapeutic
procedures for [**] created in the Research Field are defined and
classed as the Exploitation Field.
7. Article 12 captioned "Duration - Renewal - Cancellation" is hereby amended by
deleting in its entirety the first paragraph thereunder and inserting in place
thereof the following:
The initial term of the Cooperative Agreement shall be extended by four
additional years to terminate on January 1, 2007. In addition to annual
meetings of the Steering Committee, an overall assessment at mid-term
will be prepared in 2003 by the Steering Committee in order to define
the terms of the direction of the cooperative with respect to
scientific objectives and resources. The agreement can be renewed by
amendment. Such renewal will be decided during a Steering Committee
meeting one year before the term of the Cooperative Agreement. The
other paragraphs of Article 12 remain unchanged.
8. Annex 1 "Research Program" shall be deleted in its entirety and replaced by
Annex 1 attached hereto.
9. Annex 2 "Resources of the Cooperative Laboratory" of the Cooperative
Agreement shall be deleted in its entirety and replaced by Annex 2 attached
hereto.
10. Other than as expressly provided for herein, the parties hereto agree that
the terms and provisions of the Cooperative Agreement remain in full force and
effect.
Executed in triplicate.
NOVIRIO SARL LE CENTRE NATIONAL DE LA RECHERCHE
SCIENTIFIQUE
By: /s/ XXXX-XXXX XXXXXXX By: /s/ MICHEL RETOURNA
--------------------------------- ----------------------------------------
Title: DIRECTOR, EUROPE Title: REGIONAL DELEGATE
--------------------------------- ----------------------------------------
L'UNIVERSITE MONTPELLIER II
By: /s/ X.X. XXX
----------------------------------
Title: VP, SCIENTIFIC COUNSEL
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ANNEX 1
SCIENTIFIC RESEARCH PROGRAM
The objective of the Scientific Research Program is to discover [**].
These new chemical compounds will have to be tested in order to define their
potential activity against viral infections, viruses such as [**] and other
viruses or micro-organisms, which can cause disabling infections in humans and
compromise the vital prognosis.
The research program will consider the [**] as well as [**].
Furthermore, there are plans to include in this program the [**], which could
[**].
Finally, this program will bring together an activity dedicated to enzymology in
order to study the activity and the specificity of new molecules and their
phosphorylated derivatives with regard to viral and cellular enzymes.
There are plans to produce [**].
[**] plans are made to[**].
In these conditions, and only for the selected compounds, research into
improving the [**] will be initiated.
ANNEX 2
RESOURCES OF THE COOPERATIVE LABORATORY
1 - PERSONNEL
1.1 WORK FORCE
CONTRIBUTION BY THE CNRS:
A part-time Research Director - Xx. X. Xxxxxxxx
A part-time administrative technician, - Mrs. MC Bergogne
Starting in October 2000 and for a period of 3 years, a scholarship Doctor
Engineer co-financed by Novirio
CONTRIBUTION BY THE UMII:
A part-time Professor until October 2001, - Xxxx. XX Xxxxxx
After October 2001, a part time Conference Master: Xx. Xxxxxxxxx Xxxxxxxx
CONTRIBUTION BY NOVIRIO:
[**] research engineers, four laboratory technicians and one scholarship Doctor
Engineer co-financed by the CNRS.
In total, the contribution of Novirio, in research personnel, can go up to [**]
people.
1.2 PERSONNEL COST BASE
The cost basis for CNRS personnel is determined at the real salary cost
(including Doctoral Student Fellowship ("BDI")) without including related
administration costs.
The cost basis for University personnel corresponds to the average cost of the
corresponding categories.
The cost bases for the NOVIRIO Laboratories personnel are determined based on
the real cost of the employed personnel, including the administrative costs
related to the personnel, whose activity is devoted entirely to implementing the
Research Program.
2 - FACILITIES
The facilities are provided by the Universite Montpellier II. The COOPERATIVE
LABORATORY has at its disposal a surface area of at least 200 m2 located on the
fourth floor of building 17, the chemistry annex and a surface area of at least
170 m2 located on the ground floor of building 19.
The facilities are in great need of renovations and must be adapted to meet
conformity standards. The costs of this undertaking will be borne entirely by
NOVIRIO.
The infrastructure costs of the COOPERATIVE LABORATORY are determined based on
the average cost per square meter of the University research facilities,
evaluated by the University for the 2000 fiscal year. Those costs are borne
entirely by the UMII, in the context of its contribution to the COOPERATIVE
LABORATORY and in consideration of the renovation work financed by NOVIRIO.
3 - SCIENTIFIC EQUIPMENT AND OPERATIONS
The scientific equipment required for carrying out the Research Program will be
provided by NOVIRIO who will retain ownership.
The operating costs of the COOPERATIVE LABORATORY (consumable goods, mission
costs) will be borne entirely by NOVIRIO. The budget corresponding to the cost
for consumable goods will be managed by the Universite Montpellier II.
Each year, NOVIRIO will deliver to the UMII, a sum corresponding to the
estimated annual cost before taxes of the consumable goods, to which the
applicable VAT rate is added, upon the condition that the research program
defined in Annex 1 is carried out (1.3 and 2.3 of chart 1).
[**]% of this sum will be paid during the [**] month of the year and will be
followed by successive adjustments during the year depending on expenses.
The sums will be deposited by NOVIRIO into an account opened in the name of the
University Accounting Officer under the account CCP-MONTPELLIER. No.
20041-01009-0523466F030-30.
COOPERATIVE LABORATORY, DISTRIBUTION OF RESOURCES
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Financing Nature of costs 1999 2000 2001 2002 TOTAL
Organization (in KF before tax) (in KF before tax) (in KF before tax) (in KF before tax) (Before tax)
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Budget REAL Budget** REAL Budget REAL Budget** REAL Budget REAL
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Personnel
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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Facilities
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[**] Infrastructure
costs [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Renovation of [**] [**] [**] [**] [**] [**] [**] [**]
reception
facilities
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[**] Renovation and [**] [**] [**] [**] [**] [**] [**] [**]
changes to meet
conformity
standards
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Scientific
Environment
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[**] Equipment [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Consumable goods [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Patents [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Mission costs [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Sub-total [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Sub-total [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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[**] Sub-total [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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TOTAL [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]
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** revision on 01/30/2001
