EX-10.15 12 d564688dex1015.htm EX-10.15 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. YALE UNIVERSITY CORPORATE SPONSORED RESEARCH AGREEMENT
Exhibit 10.15
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Double asterisks denote omissions.
YALE UNIVERSITY
CORPORATE SPONSORED RESEARCH AGREEMENT
This is a CORPORATE SPONSORED RESEARCH AGREEMENT effective July 1, 2016, by and between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”) and Arvinas, Inc., a Delaware corporation, having its principal offices at 5 Science Park, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000 (the “Sponsor”).
(a) The Research shall be performed by and under the supervision and direction of Xx. Xxxxx Xxxxx, while employed by the University, who shall be designated the principal investigator (“Principal Investigator”), together with such additional personnel as may be assigned by the University. The University shall give Sponsor written notice of any change in its Principal Investigator, subject to Sponsor’s approval, which shall not unreasonably be withheld.
(b) It is understood that the University and the personnel performing the Research hereunder may be involved in other activities and projects which entail pre-existing commitments to other sponsors.
(a) The Sponsor shall pay the University in the amounts and according to the schedule set forth in the budget set forth as Exhibit B attached hereto and which hereby is incorporated herein.
(b) The Sponsor shall make advance payments to the University as set forth in Exhibit B. All checks shall be made payable to Yale University, shall include reference to the Principal Investigator, and shall be sent to:
Yale University
Office of Sponsored Projects
X.X. Xxx 000000
Xxx Xxxxx, XX 00000-0000
Or wired to:
[**]
Reference: Xx. Xxxxx Xxxxx, Principal Investigator.
2
a) Part of the University’s mission is to publish and disseminate research results developed under sponsored research projects. Consistent with this Agreement, University, its Principal Investigator and other University employees and/or students have the first right to disseminate or publish the results of the Research in accordance with this Section 6. After reasonable inquiry by Sponsor, Principal Investigator or other University employees and/or students choose not to disseminate or publish results of the Research, Sponsor shall have the right to publish results of the Research. The University shall provide the Sponsor with a copy of any proposed publication [**] in advance of submission or presentation to third parties. The Sponsor shall determine whether any of its Confidential Information is included in the proposed publication. The Sponsor may reasonably require that any of its Confidential Information be removed from the proposed publication. The Sponsor may reasonably require that publication be delayed to permit the filing of patent applications. The Sponsor shall make such determinations within [**] of receipt of the proposed publication. Publication shall not be delayed more than [**] after receipt of the proposed publication by Sponsor. The Sponsor at its election shall be entitled to receive an acknowledgment of its sponsorship of the Research in any such publication.
3
b) The University shall have the final authority to determine the scope and content of any publications or presentations made by its students and employees in accordance with the conditions and limitations of this section.
a) “Confidential Information” shall mean all information disclosed by one party to the other party under this Agreement that has been reduced to writing and marked “Confidential,” or, if disclosed orally, has been reduced to writing and marked “Confidential” within [**] of oral disclosure except that the following information shall not be “Confidential Information”:
(i) | information that is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or |
(ii) | information that at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or |
(iii) | information that is rightfully given to the recipient from sources independent of the disclosing party: or |
(iv) | information that is independently developed by the receiving party without use of or reference to the Confidential Information of the other party; or |
(v) | information that is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. |
Subject to the parties’ rights and obligations pursuant to this Agreement, the parties agree that during the term of this Agreement and for [**] thereafter, each of them:
(i) | will keep confidential and will cause their affiliates to keep confidential, Confidential Information disclosed to it by the other party, by taking whatever action the party receiving the Confidential Information would take to preserve the confidentiality of its own Confidential Information, which in no event shall be less than reasonable care; and |
(ii) | will only disclose that part of the other party’s Confidential Information to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and |
4
(iii) | will not use the other party’s Confidential Information other than as expressly permitted or contemplated by this Agreement or disclose the other’s Confidential Information to any third parties (other than to agents under requirements of confidentiality) except as expressly permitted or contemplated by this Agreement without advance written permission from the other party; and |
(iv) | will, within [**] of termination of this Agreement, return all the Confidential Information disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Section 7 and any surviving clauses. |
b) Neither party shall knowingly convey Confidential Information of the other party that is subject to federal export control restrictions under the EAR or the ITAR without first so disclosing to the other party and providing the other party the opportunity to decline receiving such information. Notwithstanding any other provision set forth herein. Sponsor shall be permitted to disclose University’s Confidential Information and this Agreement to any potential financing source, acquirer, licensee, sublicensee or strategic partner as long as such person or entity has executed a confidentiality agreement with Sponsor that contains confidentiality provisions substantially the same as those contained herein.
(a) Definition of Invention. “Invention” shall mean any discovery, concept or idea, whether or not patentable, conceived or first reduced to practice in whole or in part in performance of this Agreement. For purposes of this Agreement, “Invention” shall also include any software written, created, and utilized in performance of this Agreement.
5
(e) Tangible research property. University shall retain ownership of tangible property that is developed solely by University’s employees, students, and agents, including, but not limited to, prototypes, biogenic materials, samples, lab notebooks graphs, maps, drawings, and documents created or acquired under this Agreement. University shall not retain ownership of tangible research property that is a deliverable under this Agreement.
6
(a) This Agreement shall be effective from the effective date first written above through June 30, 2018, and may be extended thereafter by mutual agreement of the parties in writing; provided, however, that the termination of this Agreement shall not relieve either party of any obligation of such party accrued prior to such termination hereunder. In particular, the provisions of Sections 5 through 21 shall survive termination of this Agreement for any reason.
(b) Notwithstanding the foregoing, this Agreement may be terminated by either party at any time upon 30 days advance written notice to the other party. Upon receipt of notice of early termination by Sponsor, the University shall use reasonable efforts promptly to limit or terminate any outstanding commitments prior to the effective termination date. If Sponsor so elects to terminate this Agreement under this Section 10(b), then all allowable costs associated with such termination and up through the date of termination shall be reimbursed by Sponsor, including non-cancelable commitments.
(c) If either party materially breaches its obligation hereunder and fails to remedy such breach within [**] after receipt of notice in writing of such breach, the other party may, in addition to any other remedies that it may have in law or in equity, terminate this Agreement by sending written notice of termination to the breaching party. Termination for material breaches will be effective from date of notice to the breaching party and do not affect any of the terminating party’s other rights under this Agreement.
7
Yale University
Office of Sponsored Projects 25 Science Park, 000 Xxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Attn: Xxxxxxx XxXxxxxxxx | Sponsor
Arvinas, Inc. 5 Science Park, 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Attention: Chief Financial Officer |
Provided, however, that Invention Disclosures shall be addressed to the parties as follows:
Yale University OCR
Yale University Office of Cooperative Research Attn: Director of Intellectual Property 000 Xxxxxx Xxxxxx Xxx Xxxxx, XX, 00000 P: [**] E: [**] | Sponsor IPA
Arvinas, Inc. 5 Science Park, 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000 Attention: Chief Financial Officer |
8
9
22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.
10
YALE UNIVERSITY
By /s/ Xxxxxxx X. XxXxxxxxxx
Title Sr. Contract Manager
Date June 27, 2016
Read and acknowledged:
Principal Investigator | ARVINAS, INC.
By /s/ Xxxx Xxxxxxx
Title CFO & Treasurer
Date 6/22/16 |
/s/ Xxxxx X. Xxxxx
11
EXHIBIT A - SCOPE OF WORK
Scope of the work between Arvinas and Crews lab;
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**].
12
EXHIBIT B - BUDGET AND PAYMENT SCHEDULE
The total budget of $[**] shall be paid in eight installments, upon receipt of an invoice from the University, in accordance with the following schedule:
$[**] payable within [**] of the Effective Date of the Agreement
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
$[**] payable within [**] of the Effective Date
13
AMENDMENT NO. 1 TO RESEARCH AGREEMENT
THIS AMENDMENT NO. 1 TO THE CORPORATE SPONSORED RESEARCH AGREEMENT (the “Amendment”), effective as of April 1, 2018 (the “Amendment Effective Date”), is entered into between YALE UNIVERSITY, a non-profit corporation organized and existing under and by virtue of a special charter granted by the General Assembly of the Colony and State of Connecticut (the “University”) and ARVINAS, INC., a Delaware corporation, having its principal offices at 5 Science Park, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, XX 0000 1 (the “Sponsor”).
WHEREAS, University and Sponsor entered into a Corporate Sponsored Research Agreement effective July 1, 2016 (the “Agreement”).
a. | Exhibit A, identified in the second WHEREAS clause and attached to the Agreement is hereby deleted and replaced with the Revised Exhibit A attached hereto. All mention of Exhibit A in the Agreement shall now refer to the Revised Exhibit A. |
b. | Exhibit B, identified in Section 4. Fixed Price and attached to the Agreement is hereby deleted and replaced with the Revised Exhibit B attached hereto. All mention of Exhibit B in the Agreement shall now refer to the Revised Exhibit B. |
c. | Section 10. Term and Termination (a) is hereby deleted and replaced with the Section 10 (a) as follows: |
(a) This Agreement shall be effective from July 1, 2016 through April 1, 2021, and may be extended thereafter by mutual agreement of the parties in writing; provided, however, that the termination of this Agreement shall not relieve either party of any obligation of such party accrued prior to such termination hereunder. In particular, the provisions of Sections 5 through 21 shall survive termination of this Agreement for any reason.
-1-
YALE UNIVERSITY | SPONSOR | |||
By: /s/ Xxxxxxx XxXxxxxxxx | By: | /s/ Xxxx Xxxxxxx | ||
Name: Xxxxxxx XxXxxxxxxx | Name: Xxxx Xxxxxxx | |||
Title: Associate Director | Title: CFO & Treasurer | |||
Date: April 2, 2018 | Date: 4/2/18 |
-2-
EXHIBIT A. – REVISED SCOPE OF WORK
The revised scope of the work between Arvinas and Crews lab:
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**].
-3-
EXHIBIT B – BUDGET AND PAYMENT SCHEDULE
The total revised budget of $3,708,142.09, of which $[**] has already been paid, leaving $[**] due and owing, which shall be paid in twelve installments, upon receipt of an invoice from the University, in accordance with the following schedule:
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
$[**] payable within [**] of the Amendment Effective Date
-4-