Exhibit 10.10
THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY DOUBLE ASTERISKS (**) AND HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
AGREEMENT
This Agreement is made as of the 15th of February, 1984, between CENTOCOR,
000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxx Corporate Center, Malvern, Pennsylvania
(hereinafter "CENTOCOR") and XXXX-XXXXXX CANCER INSTITUTE (hereinafter "XXXX-
XXXXXX") on behalf of the Laboratory of Xx. Xxxxxx Xxxx, Xx. (hereinafter
"XXXX"), 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, a corporation of
Massachusetts.
WHEREAS, CENTOCOR, INC. and the XXXX-XXXXXX CANCER INSTITUTE desire to
expand the Field of an Agreement dated October 18, 1981 and expand the time
period of research funding; and
WHEREAS, both CENTOCOR and the XXXX-XXXXXX CANCER INSTITUTE desire to
terminate the 1981 Agreement and to enter into a new agreement.
WHEREAS, the XXXX-XXXXXX presently possesses certain know-how in the Field
of the development of monoclonal antibodies reactive with antigens
characteristic of ovarian carcinoma as conducted in the Laboratory of Xx. Xxxxxx
Xxxx, Xx. and the Laboratory of Xx. Xxxxxx X. Xxxxx, including the development
of antibodies against ovarian carcinoma oncogene products, the use of such
Antibodies for in vivo and in vitro medical diagnostics and the use of
-- ---- -- -----
such antibodies for medical therapeutics; and
WHEREAS, XXXX-XXXXXX, on behalf of XXXX, is desirous of and prepared to
conduct further research in said Field which may lead to the development of
commercial applications; and
WHEREAS, CENTOCOR is prepared to provide financial support to XXXX-XXXXXX
for such research by Xx. Xxxxxx Xxxx, Xx. and Xx. Xxxxxx X. Xxxxx at XXXX-
XXXXXX, providing it receives
-2-
certain license and/or option rights under inventions and/or know-how in said
Field and;
WHEREAS, XXXX-XXXXXX represents and warrants to CENTOCOR that, (i) it has
full right and authority to enter into this Agreement without consent or
approval of any third person, and (ii) it is not subject to any restrictions
which would prevent or impair the grant to CENTOCOR of the licenses granted
hereby, the exercise by CENTOCOR of the option to obtain licenses or the
exercise by CENTOCOR of such licenses, other than those imposed upon XXXX-XXXXXX
by its grantee and/or contractor status under federal, philanthropic or non-
profit sponsorship.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, CENTOCOR and XXXX-XXXXXX agree as
follows:
ARTICLE I - PLAN FOR RESEARCH AND BUDGET
----------------------------------------
1.01 CENTOCOR agrees to pay to XXXX-XXXXXX funds to support research
relating to the above-mentioned Field and XXXX-XXXXXX agrees to supply the
services of requisite personnel and to furnish the necessary facilities and to
carry out such research all according to an Annual Plan for Research and Budget
agreed upon by CENTOCOR and XXXX-XXXXXX.
1.02 XXXX-XXXXXX, shall annually submit to CENTOCOR a proposed plan for
research and budget. The Plan for Research for the first (lst) year of five (5)
years and the budget for the first year of this Agreement and projected budgets
for four subsequent years are set forth in Attachment A hereto. The Plan for
Research for the second (2nd), third (3rd), fourth (4th) and fifth (5th) years
of this Agreement will be submitted ninety (90) days prior to the commencement
of each year. The parties will negotiate in good faith and use their best
effort to agree upon the Plan for Research and CENTOCOR shall notify
-3-
XXXX-XXXXXX in writing of its acceptance of the Plan for Research submitted by
XXXX-XXXXXX.
1.03 For as long as they remain at XXXX-XXXXXX, such research by XXXX-
XXXXXX shall be under the direction of Xx. Xxxxxx Xxxx, Xx. and Xx. Xxxxxx X.
Xxxxx. In addition, Xx. Xxxxxx Xxxx, Xx. and Xx. Xxxxxx X. Xxxxx will not
conduct research in the Field for other commercial organizations during the term
of this Agreement.
1.04 In the event that the services of Xx. Xxxxxx Xxxx, Xx. become for any
reason unavailable during the course of this Agreement, the XXXX-XXXXXX shall
have ninety (90) days within which to provide a replacement who shall be
acceptable to CENTOCOR. Said replacement shall be upon the joint agreement of
the XXXX-XXXXXX CANCER INSTITUTE and the Chiefs of Gynecology and Tumor
Immunology at XXXX-XXXXXX. CENTOCOR shall not unreasonably withhold acceptance
of such replacement. In the event that no such replacement is provided, the
obligations of CENTOCOR to fund the Agreement shall cease.
ARTICLE II - INVOLVEMENT OF HUMAN SUBJECT
-----------------------------------------
2.01 Before arranging for any clinical trial(s) involving medical
diagnostics and therapeutics of any development within the Field, CENTOCOR shall
first invite XXXX-XXXXXX in writing to conduct such trial(s) during the period
of this Agreement and thereafter. If XXXX-XXXXXX agrees to conduct the
trial(s), XXXX-XXXXXX will respond to CENTOCOR in writing by the thirtieth day
next following its receipt of the invitation; but nothing in the Agreement shall
be construed to require XXXX-XXXXXX, if XXXX-XXXXXX declines the invitation, to
conduct any clinical trial. All direct and indirect expenses of every clinical
trial of any Product shall be paid by CENTOCOR.
2.02 If the clinical trials require multi-institutional participation,
prior written approval from the XXXX-XXXXXX must
-4-
be obtained by CENTOCOR before any invitation or overture to another Institution
to participate in the clinical trials is extended and CENTOCOR will notify and
discuss with XXXX-XXXXXX and Drs. Xxxx and Xxxxx the shipment of antibody to
other investigators.
2.03 At the time the Plan for Research involves the use of medical
therapeutics on human subjects, the budget for the time period involved will be
supplemented over and above that described in Appendix A to cover all patient
costs incurred due to this use.
2.04 When human studies are directly sponsored by CENTOCOR in the Field,
CENTOCOR assumes any and all liability for injury to any human subject or
another person or persons or any other liability resulting from an in vivo use
--
conducted at the XXXX-XXXXXX or otherwise, and CENTOCOR further agrees to
indemnify XXXX-XXXXXX investigators and professional personnel for loss incurred
as a result of said in vitro and in vivo use conducted at XXXX-XXXXXX or
-- ----- --
otherwise provided that all in vitro and in vivo use when conducted at XXXX-
-- ----- -- ----
XXXXXX will be conducted in accordance with the National Institute of Health
Guidelines in regard to the Rights and Protection of Human Subjects and where
appropriate, the Food and Drug Administration rules, regulations and guidelines
and the rules, regulations and guidelines of the Human Subjects Protection
Committee of the XXXX-XXXXXX. In connection with human studies, XXXX-XXXXXX
agrees to assume any and all liability for injury to any human subjects
resulting from any act of omission of XXXX-XXXXXX in conducting human studies.
ARTICLE III - REPORTS BY XXXX-XXXXXX
------------------------------------
3.01 XXXX-XXXXXX, through the efforts of XXXX, shall provide annual
reports in writing to CENTOCOR, presenting a brief summary of the research
conducted and the results obtained during the preceding twelve (12) months
regarding its
-5-
work in the Field. At the conclusion of each annual period or in the event of
termination of the Agreement, CENTOCOR shall receive a complete detailed report
of the work carried out and funded by this Agreement.
ARTICLE IV - PAYMENTS BY CENTOCOR
---------------------------------
4.01 CENTOCOR shall pay to XXXX-XXXXXX One Hundred Seventy Three Thousand
and Twenty Five Dollars ($173,025.00) in the first year of this Agreement in
support of the research to be conducted. Forty Three Thousand Two Hundred Fifty
Six Dollars and twenty five Cents ($43,256.25) shall be paid upon the signing of
this Agreement and at quarterly intervals thereafter.
4.02 The second year of the Agreement shall be paid at quarterly intervals
at a funding level of $230,957, assuming reasonable progress and provided
CENTOCOR shall approve the Plan for Research for such year.
4.03 The third year of the Agreement shall be paid in the same manner as
the second year and the funding level will be $254,053, assuming reasonable
progress and provided CENTOCOR shall approve the Plan for Research for such
year.
4.04 The fourth year of the Agreement shall be paid in the same manner as
the third year and the funding level will be $279,460, assuming reasonable
progress and provided CENTOCOR shall approve the Plan for Research for such
year.
4.05 The fifth year of the Agreement shall be paid in the same manner as
the fourth year and the funding level will be $307,404, assuming reasonable
progress and provided CENTOCOR shall approve the Plan for Research for such
year.
4.06 At each yearly anniversary of the Agreement, the parties shall
determine whether XXXX-XXXXXX has made reasonable progress in the Field. In the
event it is established that
-6-
reasonable progress has not been made, CENTOCOR, upon their option, may cease
the funding of the research upon ninety (90) days notice. However, if the
parties disagree as to whether reasonable progress has been made, this issue
will be settled in accordance with Article XV, Arbitration. During the period
of arbitration, CENTOCOR shall continue to fund the research on a monthly basis
prorating the yearly funding to a monthly amount up to a period of twelve (12)
months following the initiation of arbitration.
ARTICLE V - ESTABLISHMENT OF XXXX-XXXXXX PROPRIETARY POSITION
-------------------------------------------------------------
5.01 XXXX-XXXXXX agrees to establish a proprietary position in the Field to
the extent possible by (i) applying, when appropriate, for patents in the United
States and abroad on inventions conceived and/or reduced to practice covering
the results of this research; (ii) maintaining information which is generated as
confidential know-how except to the extent that rights are reserved under
section 5.04 (ii) and (iii) obtaining title to inventions funded by Government
or third party support, whenever possible. CENTOCOR agrees that it shall bear
the cost of applying for any and all patents under section 5.01 and these costs
shall be deducted from future royalties. The choice of counsel shall be
agreeable to both CENTOCOR and XXXX-XXXXXX.
5.02 For inventions which are jointly conceived by XXXX-XXXXXX and CENTOCOR
inventors, XXXX-XXXXXX inventors shall assign their rights to XXXX-XXXXXX and
CENTOCOR inventors shall assign their rights to CENTOCOR.
5.03 CENTOCOR shall have the right to have all of the research conducted
and funded hereunder reviewed by patent counsel of its choice subject to the
provisions of paragraph 5.01 and shall have the right to apply for patent
protection throughout the world for any invention conceived solely or
-7-
jointly by CENTOCOR personnel. All expenses incurred by CENTOCOR in applying for
patent protection relating to inventions conceived solely or jointly by CENTOCOR
personnel shall be borne totally by CENTOCOR and none of the expenses shall be
creditable against any future royalty payments due XXXX-XXXXXX by CENTOCOR. At
XXXX-XXXXXX'x request, CENTOCOR shall also apply for patent protection on behalf
of XXXX-XXXXXX for inventions conceived entirely by XXXX-XXXXXX employees. If
CENTOCOR so applies for patent protection on behalf of XXXX-XXXXXX, all expenses
incurred by CENTOCOR shall be creditable against future royalty payments due
XXXX-XXXXXX from CENTOCOR.
5.04 The XXXX-XXXXXX recognizes that during the course of this Agreement it
may, on behalf of XXXX, acquire from CENTOCOR trade secrets or information which
is confidential to CENTOCOR. CENTOCOR has a period of thirty (30) days after the
exchange of information to notify XXXX-XXXXXX as to whether said information
given to XXXX-XXXXXX is to be considered confidential. Accordingly, the XXXX-
XXXXXX agrees as follows: (i) except in furtherance of the Agreement, XXXX-
XXXXXX will not at any time, during or subsequent to this Agreement, disclose
any information or knowledge received from CENTOCOR which has been so designated
as being secret and confidential, except to the extent that such information was
previously known to the XXXX-XXXXXX as shown by its written records or except to
the extent that such information is or becomes available to the public without
fault on the part of the XXXX-XXXXXX; (ii) the XXXX-XXXXXX and its employees
shall have the rights to publish or otherwise publicly disclose information
gained in the course of the Agreement subject to the provisions of 5.4 (i)
hereof provided it gives CENTOCOR draft of the disclosure (manuscript or
abstract) at least sixty (60) days in advance of such publication.
5.05 XXXX-XXXXXX retains the right to (i) use any of the cell lines,
antibodies or their improvements derived in part or
-8-
total from this Agreement free of cost for its own research; (ii) distribute the
antibodies, antibody compositions, cell lines, or somatic cell hybrids to others
engaged in non-commercial research, free of cost, under a written agreement that
the use will be restricted to non-commercial research and that provided
materials shall not be transferred or communicated to any third person for any
reason.
ARTICLE VI - OPTION TO CENTOCOR
-------------------------------
6.01 In view of CENTOCOR's support for research hereunder and for research
which was subject to the October 18, 1981 Agreement, XXXX-XXXXXX grants to
CENTOCOR a non-exclusive, world-wide, irrevocable royalty-bearing license under
all XXXX-XXXXXX rights including patent rights (rights arising from patent
applications and/or issued patents) in this Field and funded under this
Agreement or the October 18, 1981 Agreement and XXXX-XXXXXX know-how covering
products and/or methods arising out of this research. The royalty shall be [**]
of the NET selling price. The NET selling price shall mean the sales price of
products actually charged by CENTOCOR, its affiliates, or licensees in the Field
of this Agreement. In the event XXXX-XXXXXX grants a license to any third party
with respect to the Field of interest which provides for a lower rate of
royalties with respect to the practice of such XXXX-XXXXXX invention, the
royalty payable by CENTOCOR shall be reduced to the rate paid by the third
party. The XXXX-XXXXXX further grants to CENTOCOR an option based on an
agreement negotiated in good faith by the parties to obtain, whenever possible
and desired by CENTOCOR, an exclusive, world-wide, royalty-bearing license in
the Field for a maximum period possible under any or all of said XXXX-XXXXXX
patent rights and know-how to make, have made, use and/or sell products and to
practice methods developed in this research. If such option is exercised, the
royalty shall be [**] of the NET selling price, defined as previously noted.
Royalties shall be paid to the XXXX-XXXXXX as long as the product is marketed by
CENTOCOR and/or by
-9-
another corporation as noted in other areas of this Agreement CENTOCOR shall not
have the right to sublicense or assign its rights or delegate its obligations
under licenses resulting from this Agreement, without XXXX-XXXXXX'x prior
approval, except that CENTOCOR may assign this Agreement to an entity with which
it merges or consolidates or to a corporation of which it owns at least 50% of
the equity.
6.02 If XXXX-XXXXXX and CENTOCOR are unable to agree upon suitable terms
for any particular license, and XXXX-XXXXXX has a bona fide offer of license
from a third party, CENTOCOR shall have the right to match this offer within one
(1) month from the date of notification of such offer from a third party and to
thereby receive the license upon the same terms in lieu of said third party.
6.03 The XXXX-XXXXXX further agrees, in view of CENTOCOR's support, to make
any somatic cell hybrids developed under this research program available for use
in medical diagnostics and therapeutics to CENTOCOR upon request or if to a
CENTOCOR's designee, then upon the agreement of the parties. If XXXX-XXXXXX has
patent protection for such somatic cell hybrids, CENTOCOR shall have the right
to receive an exclusive, world-wide license to use each of said somatic cell
hybrids in the Field for a licensing fee of [**] Dollars [**]
per somatic cell hybrid line. Such license shall include the right to sublicense
these rights within the Field upon approval of XXXX-XXXXXX which shall not be
unreasonably withheld.
6.04 If CENTOCOR makes payment to one or more third parties under patents
and/or know-how which CENTOCOR reasonably believes covers a product or process
licensed hereunder, the payments due under this Agreement shall be reduced by
the amount of payments actually made to said third parties by CENTOCOR;
providing, however, that the payments from CENTOCOR to the XXXX-XXXXXX due under
this Agreement shall not be
-10-
reduced, in any event, to less than [**] of the NET selling price due to such
payments to said third parties. The return of any payments to CENTOCOR because
of an invalidated patent or know-how in the public domain shall be paid to the
XXXX-XXXXXX in an amount necessary to restore the reduced royalty payment.
6.05 The option previously exercised by CENTOCOR pursuant to the October
18, 1981 Agreement and incorporated therein as Appendix C shall remain effective
and is therefore incorporated herein as Appendix B.
ARTICLE VII - COMMERCIAL DEVELOPMENT
------------------------------------
7.01 CENTOCOR shall use its best efforts, including such efforts of any or
all of its affiliates and licensees, commercially to develop, manufacture and
distribute products throughout the world.
7.02 At intervals no longer than every twelve (12) months, CENTOCOR shall
report in writing to XXXX-XXXXXX on progress made toward commercialization,
manufacturing and distribution of the products and royalties earned thereon, and
if at any time progress is not considered reasonable, XXXX-XXXXXX may terminate
this agreement upon notice to CENTOCOR and according to provisions of section
10.02.
7.03 CENTOCOR agrees to use nomenclature specified by Xx. Xxxxxx Xxxx, Xx.
and Xx. Xxxxxx X. Xxxxx, unless otherwise authorized in writing by XXXX-XXXXXX,
to identify the hybridomas for the purposes of publication, promotion and
commercial development of the hybridomas, but shall not identify either XXXX-
XXXXXX, nor Xx. Xxxxxx Xxxx, Xx., nor Xx. Xxxxxx X. Xxxxx, nor their XXXX-XXXXXX
collaborators as being the source of the antibodies and/or hybridomas; except
that any publication may refer to the published record. CENTOCOR will allow Drs.
Xxxx and Xxxxx to comment on any
-11-
advertising as it relates to the XXXX-XXXXXX prior to publication by CENTOCOR.
ARTICLE VII - EFFECTIVE AND TERM
--------------------------------
8.01 This Agreement shall become effective on the day and year first above
written, and unless previously terminated in accordance with any provisions
hereof, shall remain in full force and effect for a period of five (5) years
from such date.
ARTICLE IX - CENTOCOR'S RIGHT OF FIRST REFUSAL
----------------------------------------------
9.01 Prior to Xx. Xxxxxx Xxxx, Xx. initiating, renewing or extending any
other commercial program involving in vitro and in vivo medical diagnostic and
-- ----- -- ----
therapeutics employing ovarian monoclonal antibodies, CENTOCOR shall have a
right of first refusal to support said other program on terms to be determined
by good faith negotiations between the parties or upon the same terms and
conditions that any third party has agreed to and to thereby receive the same
benefits as XXXX-XXXXXX had agreed to provide in return for said third party's
support. CENTOCOR shall provide written notice to XXXX-XXXXXX within one (1)
month of such notification stating whether CENTOCOR wishes to exercise this
right of first refusal.
ARTICLE X - TERMINATION
-----------------------
10.01 XXXX-XXXXXX, shall have the right to terminate this Agreement by
giving at least thirty (30) days notice thereof in writing to CENTOCOR, and upon
the giving of such notice, this Agreement shall terminate as of such date. In
the event of such termination by XXXX-XXXXXX: (i) CENTOCOR's obligation to fund
in whole or in part the terminated research shall be limited to so much thereof
as shall have been conducted prior to such termination; (ii) Upon CENTOCOR's
written request thirty (30) days next following the date of the termination,
-12-
XXXX-XXXXXX, shall disclose to CENTOCOR all research information funded by this
Agreement which shall be in its possession at such date which relates to the
terminated research and, (iii) shall grant to CENTOCOR the right of first
refusal for license for each hybridoma or actual or expected patent resulting
from the terminated research.
10.02 Failure by XXXX-XXXXXX or CENTOCOR to comply with any of the
respective obligations and conditions contained in this Agreement shall entitle
the other party to give to the party in default notice requiring it to make good
such default. If such default is not made good within ninety (90) days after
receipt of such notice, the notifying party shall be entitled (without prejudice
to any of the other rights conferred on it by this Agreement) to terminate this
Agreement by giving notice to take effect immediately. The right of either
party to terminate this Agreement as hereinabove provided shall not be affected
in any way by its waiver of, or failure to take action with respect to, any
previous default.
10.03 In the event that one of the parties shall go into liquidation, or
a receiver, custodian or trustee be appointed for the property or estate of that
party, or the party makes an assignment for the benefit of creditors, and
whether any of the aforesaid events be the outcome of the voluntary act of that
party, or otherwise, the other party shall be entitled to terminate this
Agreement forthwith by giving written notice to the first party.
10.04 Termination or expiration of the Agreement, other than under
paragraph 10.02 and 10.03, shall not affect rights and obligations of either
party and licenses granted under Article VI.
ARTICLE XI - ASSIGNMENT
-----------------------
11.01 The rights of CENTOCOR, under this Agreement, may not be assigned
and the duties of CENTOCOR under this Agreement
-13-
may not be delegated without the prior written consent of XXXX-XXXXXX, except
that CENTOCOR may assign this Agreement to an entity with which it merges or
consolidates, or to which substantially all of its assets relating to the Field
of the Agreement are sold or otherwise transferred, then XXXX-XXXXXX shall have
the right to terminate this Agreement at its option.
ARTICLE XII - NOTICES
---------------------
12.01 Any notice, report or demand required to be given by either party
under the terms of this Agreement shall be given in writing by letter properly
addressed and containing sufficient postage to the party for whom it is
intended. Those to be sent to XXXX-XXXXXX shall be addressed to XXXX-XXXXXX
CANCER INSTITUTE, 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:
Director for Research or to such other address as XXXX-XXXXXX shall designate
from time to time. Those to be sent to CENTOCOR shall be addressed to: Xx.
Xxxxxx X.X. Xxxxxxxxxx, President, CENTOCOR, 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000 or to such other address as CENTOCOR shall designate from
time to time. Each notice so mailed as hereinabove provided shall be deemed to
have been given when mailed.
ARTICLE XII - TITLES
--------------------
13.01 It is agreed that marginal headings appearing at the beginning of
the numbered articles hereof have been inserted for convenience only and do not
constitute any part
of this Agreement.
ARTICLE XIV - STATUS OF PARTIES
-------------------------------
14.01 XXXX-XXXXXX and CENTOCOR agree that each party to this Agreement is
operating as an independent contractor and not as an agent of the other. This
Agreement shall not constitute a partnership or joint venture, and neither party
-14-
may be bound by the other to any contract, arrangement or understanding except
as specifically stated herein.
14.02 No publicity, news release, or other public announcement, written or
oral, whether to the public press, to stockholders, or otherwise relating to the
Agreement, to any amendment hereto or to performance hereunder or the existence
of the arrangement between the parties shall be originated by either CENTOCOR,
XXXX-XXXXXX or their employees without written approval of the other party to
this Agreement except as required by law. CENTOCOR shall not knowingly disclose
the name of any XXXX-XXXXXX investigator or project relating to this Agreement.
However, CENTOCOR may use descriptive scientific terminology in accordance with
section 7.03 in marketing a product.
ARTICLE XV - ARBITRATION
------------------------
15.01 Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Licensing Agreement Arbitration Rules of the American Arbitration
Association. The arbitration panel shall be composed of three (3) arbitrators,
one of whom shall be chosen by XXXX-XXXXXX, one by CENTOCOR and the third by the
two (2) so chosen. If both or either of XXXX-XXXXXX or CENTOCOR fail to choose a
third arbitrator or arbitrators within fourteen (14) days after their
appointment, the President of the Licensing Executives Society (U.S.A.) shall,
upon the request of both or either of the parties to the arbitration, appoint
the arbitrator or arbitrators required to complete the board or, if he shall
decline or fail to do so, such arbitrators shall be appointed by the American
Arbitration Association. Unless the parties to the Arbitration shall otherwise
agree to a place of arbitration, the place of arbitration shall be Boston,
Massachusetts. The Arbitration award shall be final and binding upon the parties
to such
-15-
arbitration and may be entered in any court having jurisdiction.
15.02 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
ARTICLE XVI - INVALIDITY OR UNENFORCEABILITY
--------------------------------------------
If and to the extent that any court of competent jurisdiction holds any
provision (or any part thereof) of this Agreement to be invalid or
unenforceable, said invalid section shall be severable herefrom and shall in no
way effect the validity of the remainder of this Agreement.
-16-
ARTICLE XVI - ENTIRE AGREEMENT
------------------------------
16.01 This Agreement constitutes the entire Agreement between the
parties, and no variation of modification of this Agreement or waiver of any of
its terms or provisions shall be deemed valid unless in writing and signed by
both parties.
IN WITNESS WHEREOF, and for making this Agreement come into force from the
date first above written, both parties cause this Agreement to be duly signed by
their respective authorized representatives.
ACKNOWLEDGEMENT
XXXX-XXXXXX CANCER INSTITUTE
WITNESS
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
------------------- ------------------------------
Xxxxx X. Xxxxxxxx Ph.D.
Director for Research
1/12/84
------------------------------
Date
/s/ Xxxxxx X. Xxxx, Xx.
------------------------------
Xxxxxx X. Xxxx, Xx., M.D.
/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx M.D.
CENTOCOR
WITNESS
/s/ Xxxxxx X.X. Xxxxxxxxxx
------------------- ------------------------------
Xxxxxx X. X. Xxxxxxxxxx, Ph.D.
President
1/24/84
------------------------------
Date
