EXHIBIT 10.29
[*]= Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.
MASTER RESEARCH SERVICES AND LICENSE AGREEMENT
----------------------------------------------
This Master Research Services and License Agreement ("Agreement") is made this
1st day of January 1995 ("Effective Date") by and between YISSUM RESEARCH
DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM of 00 Xxxxxxxxxx
Xxxxxx, Xxxxxxxxx (hereinafter referred to as "Yissum") and LIPOSOME TECHNOLOGY,
INC., A Delaware Corporation, of 000 Xxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx
00000 (hereinafter referred to as "LTI").
WHEREAS Yissum is willing to perform the Research as set out in the Research
Program for LTI for good and valuable consideration, as hereinafter
defined;
AND
WHEREAS LTI has previously retained Yissum to perform research services and
clinical trials for good and valuable consideration under a number of
agreements which are enumerated in Exhibit A (the "Exhibit
Agreements") attached hereto and included herein by reference;
AND
WHEREAS Certain provisions of the Exhibit A Agreements are potentially
conflicting and therefore represent a possible undesirable source of
controversy between Yissum and LTI in the future;
AND
WHEREAS LTI and Yissum wish to clarify their mutual understanding with respect
to definitions and rights and obligations of the parties under the
Exhibit A Agreements;
AND
WHEREAS LTI and Yissum agree that terms and conditions of this Master Research
Services and License Agreement shall provide a complete and exclusive
statement of all rights and obligations of the parties one to the
other and shall supersede any and all prior and/or contemporaneous
agreement, correspondence, discussions, representations,
understandings or agreements, including the terms of the Exhibit A
Agreements, whether written or oral, with respect to the subject
matter of the Exhibit A Agreements and this Agreement;
AND
[*]= CONFIDENTIAL TREATMENT REQUESTED
1.
WHEREAS As of the date of the Effective Date of this Master Research Services
and License Agreement, the Exhibit A Agreements are terminated as
further set forth in this Agreement hereunder;
NOW, THEREFORE, LTI AND YISSUM AGREE AS FOLLOWS:
ARTICLE I. DEFINITIONS
-----------------------
1.1 Master Agreement. The term "Master Agreement" shall mean this Master
----------------
Research Services and License Agreement which incorporates the current
Research Program. This Master Agreement contains terms intended to be
incorporated into Specific License Agreements and/or Specific Research
Agreements which the parties may concurrently and/or subsequently enter
into.
1.2 Yissum Personnel. The term "Yissum Personnel" shall mean any person or
----------------
employee in an agency or private contracting relationship with Yissum
including without limitation [*], who is identified as the Principal
Investigator in performance of the research services.
1.3 LTI Liaison. The term "LTI Liaison" shall refer to persons designated by
-----------
LTI and identified in Specific Research Agreements.
1.4 Deliverables. The term "Deliverables" shall mean the data, reports and the
------------
like, which are not Inventions and are not patentable, developed and
produced during performance of the Research Program to be provided by
Yissum to LTI at such times as are specified in the Specific Research
Agreement (as hereinafter defined).
1.5 Research Program. The term "Research Program" shall mean the statements of
----------------
purpose, objectives, approach, tasks, Deliverables, and time frame for
transmittal of Deliverables to LTI and for completion of the services
contemplated hereunder which have been developed by the parties and
incorporated into Specific Research Agreements. Realizing that the
Research Program may be amended from time to time to more fully achieve the
objectives contemplated hereunder as set out in the Agreement, the
"Research Program" shall refer to the then current authorized Research
Program. The current Research Program is described in Exhibit B.
1.6 The Exhibit "A" Agreements shall mean all agreements signed between the
--------------------------
parties until the Effective date of this Agreement, as described in Exhibit
A.
1.7 LTI Proprietary Technology. The term "LTI Proprietary Technology" shall
--------------------------
mean and include any and all information, know-how, trade secrets,
formulations, liposome compositions, methods, inventions, patents and
patent applications, copyrightable subject matter, including without
limitation technical specifications respecting process and products,
reports, documents, drawings, oral communications, and samples and test
materials owned or controlled solely by LTI and provided by LTI to Yissum
Personnel during the course of this Agreement. It is agreed that Yissum
shall use LTI Proprietary
[*]= CONFIDENTIAL TREATMENT REQUESTED
2.
Technology solely for purposes contemplated by this Agreement. LTI
Proprietary Technology shall not include information which is in the public
domain.
1.8 Invention. The term "Invention" shall mean any discovery conceived and
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reduced to practice during performance of the Research Program. An
Invention may be made by Yissum Personnel, by LTI Personnel, or jointly by
the parties and ownership shall be assigned in accordance with Article 3.3.
1.9 License Patent. The term "License Patent" shall mean all patents issuing
--------------
from patent applications, continuation-in part or divisional applications,
claiming an Invention conceived and reduced to practice during performance
of a Research Program, in which at least one inventor is obligated to
assign his rights to Yissum.
1.10 Confidential Information. The term "Confidential Information" shall
------------------------
include both "LTI Confidential Information" and "Yissum Confidential
Information."
(a) LTI Confidential Information shall include all oral or written
information pertaining to LTI Proprietary Technology that is disclosed
by LTI to Yissum, excluding the following:
(i) information known to Yissum prior to receipt from LTI as
evidenced by Yissum's written records;
(ii) information disclosed to Yissum by a third party not under an
obligation of confidentiality to LTI;
(iii) information that is, or which becomes, publicly known;
(iv) information that is approved for disclosure by the prior
written consent of LTI; and
(v) information that is identified in writing by LTI as non-
confidential.
(b) Yissum Confidential Information shall include all oral or written
information pertaining to Yissum Proprietary Technology that is
disclosed by Yissum to LTI, excluding the following:
(i) information known to LTI prior to receipt from Yissum as
evidenced by Yissum's written records;
(ii) information disclosed to LTI by a third party not under an
obligation of confidentiality to Yissum;
(iii) information that is, or which becomes, publicly known;
(iv) information that is approved for disclosure by the prior
written consent of Yissum; and
[*]= CONFIDENTIAL TREATMENT REQUESTED
3.
(v) information that is identified in writing by Yissum as non-
confidential.
1.11 Budget and Payment Schedule. "Budget and Payment Schedule" shall mean
---------------------------
Yissum's research budget and a schedule of LTI's payment obligations to
Yissum. The current Budget and Payment Schedule is described in Exhibit B.
1.12 Specific License Agreement. The term "Specific License Agreement" shall
--------------------------
mean any license agreement pursuant to Articles IV and V of this Master
License Agreement which specifies particular patents, royalties, and other
terms.
1.13 Specific Research Agreement. The term "Specific Research Agreement" shall
---------------------------
mean any subsequent research services agreement pursuant to Article II of
this Master Agreement specifying a Research Program, a Research Period, a
Budget and Payment Schedule, a Research Fee, and a schedule of
Deliverables.
1.14 Research Period. The term "Research Period" shall mean the period of time
---------------
over which a Research Program is planned to be carried out. The period of
time shall be specified in a schedule. The current Research Period is
described in Exhibit B.
1.15 Research Fee. The term "Research Fee" shall mean the fee paid by LTI to
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Yissum in consideration for Yissum's performance of the Research Program.
The Research Fee shall be paid according to the Budget and Payment
Schedule.
1.16 Net Sales. The term "Net Sales" shall mean gross invoice sales price
---------
received by LTI or a sublicensee of LTI for sales of Licensed Product, less
the sum of the following deductions: cash, trade discounts; sales, use,
tariff, import/export duties or other excise taxes; transportation and
handling charges and allowances, and credits to customers due to rejections
or returns. Net Sales denominated in all currencies other than U.S.
dollars will be translated into U.S. dollars, as determined by LTI for
incorporation into its financial statements and shall comply with generally
accepted accounting principles.
1.17 Yissum Proprietary Technology. The term "Yissum Proprietary Technology"
-----------------------------
shall mean and include any and all information, know-how, trade secrets,
formulations, liposome compositions, methods, inventions, patents and
patent applications, copyrightable subject matter, including without
limitation technical specifications respecting process and products,
reports, documents, drawings, oral communications, and samples and test
materials owned or controlled solely by Yissum and provided by Yissum to
LTI Personnel during the course of this Agreement. It is agreed that LTI
shall use Yissum Proprietary Technology solely for purposes contemplated by
this Agreement. Yissum Proprietary Technology shall not include
information which is in the public domain.
1.18 Licensed Product. The term "Licensed Product" shall mean any product or
----------------
component thereof the manufacture, use or sale of which would constitute an
infringement of any claim in a License Patent but for a license granted.
1.19 First Commercial Sale. The term "First Commercial Sale" shall mean the
---------------------
first sale of a Licensed Product.
[*]= CONFIDENTIAL TREATMENT REQUESTED
4.
ARTICLE II - THE RESEARCH AND ITS PERFORMANCE
---------------------------------------------
2.1 This Master Agreement includes the current Research Program, which is
described in Exhibit B. It is anticipated that future Specific Research
Agreements will be added to the Master Agreement by amendment from time to
time.
2.2 LTI hereby undertakes to finance performance of the Research Program and
Yissum takes it upon itself to procure the performance of the Research
Program (hereinafter - "the Research") in the University, all as provided
below in this Agreement.
2.3 Yissum shall procure the conduct of the Research in accordance with the
Research Program during the Research Period and in accordance with the
other terms and conditions as provided in Exhibit B or subsequent Specific
Research Agreements. LTI is entitled to request that Yissum add to or
introduce changes in the Research during the course of the Research,
subject to Yissum's written consent thereto which shall not be unreasonably
withheld, provided that such additions or changes as aforesaid are
coordinated a reasonable time in advance and also provided that the
Research Fee as defined hereunder is adjusted to the satisfaction of
Yissum.
The parties hereto may, from time to time, extend the scope of the Research
by amending or adding additional research services and by adding additional
Specific Research Agreements, which after being signed by the parties
hereto, shall be deemed to be governed by the terms of this Master
Agreement.
2.4 Yissum may extend the Research Period as detailed in Exhibit B or any
subsequent Specific Research Agreement for a period of up to ninety (90)
days by written notice given to LTI at least thirty (30) days prior to the
expiration of the Research Period.
2.5 LTI may apply to Yissum for an extension of the Research Period as detailed
in Exhibit B or any subsequent Specific Research Agreement for a period of
ninety (90) days, provided that written notice thereof is given to Yissum
at least thirty (30) days prior to the expiration of the Research Period
and provided that the parties shall have reached an agreement in writing
regarding the amount of the supplemental finance, if any, payable by LTI to
Yissum during the extension pursuant to this clause.
2.6 If the Research Period is extended pursuant to the provisions of clauses
2.3 and/or 2.4 above, the provisions of this agreement shall apply to the
additional period, mutatis mutandis.
2.7 From time to time during the Research Period or of the period extended as
per section 2.3 or section 2.4, Yissum shall provide Deliverables to LTI in
such specificity and format as the parties shall agree. Payment of funds
under Specific Research Agreements are expressly conditioned upon the
delivery and approval by LTI of such Deliverables, which approval shall not
be unreasonably withheld.
Deliverables for the current Research Program are as described in Exhibit
B. All such Deliverables have been provided to LTI to LTI's full
satisfaction.
[*]= CONFIDENTIAL TREATMENT REQUESTED
5.
For the avoidance of doubt, it is hereby expressly acknowledged and agreed
that the Master Agreement in general and this clause in particular shall
not constitute an obligation and/or confirmation on the part of Yissum that
any results and/or conclusions will be achieved in consequence of the
performance of the Research and/or that an Invention may be developed as a
result thereof.
2.8 LTI may at any time during the Research Period obtain any information
relating to the Research's performance from Yissum, including plans and
documents relating thereto. LTI's representative may attend the site where
the Research is being carried out, provided that the time of such visit is
coordinated in advance with Yissum.
2.9 In consideration for the performance of the Research and in order to
finance it, LTI undertakes to pay Yissum a Research Fee in the amount
detailed in the Budget and Payment Schedule. The Research Fee shall be
paid to Yissum at the times, in installments and in accordance with the
other terms and conditions detailed in Exhibit B or in any subsequent
Specific Research Agreement.
2.10 Should the Research Period be extended as detailed in clause 2.3 and 2.4
above and/or for any other reason, the parties shall determine by agreement
the supplemental finance, if any, for the period of the extension and such
fee, if any, shall be added to the Research Fee. The terms and conditions
of the Agreement shall apply, mutatis mutandis, to the supplemental
Research Fee.
2.11 The Deliverables provided during performance of the Research Program shall
be available for use by LTI in the course of its business.
2.12 Yissum shall have the right to use the Deliverables as long as it does not
breach its confidentiality undertakings hereunder or its other obligations
specified in the Master Agreement or amendments thereof.
ARTICLE III - INVENTIONS AND PATENTS
------------------------------------
3.1 Yissum Personnel shall promptly provide LTI with a complete written
disclosure of any Invention conceived or discovered in performance of the
Research Program. If LTI reasonably requires further information, LTI
shall inform Yissum in writing within twenty (20) days of receiving the
Invention disclosure. After receiving such request, Yissum shall provide
LTI with the required information within twenty (20) days.
3.2 LTI shall, upon reviewing such Invention disclosure, determine whether or
not to file a patent application on the Invention described in such
Invention disclosure to be done by a counsel selected by and working for
LTI. LTI's choice of counsel shall be subject to approval by Yissum, which
approval shall not be withheld unreasonably. LTI shall give written notice
to Yissum of its decision within forty five (45) days of the receipt of the
Invention disclosure, or within thirty (30) days of LTI having received
from Yissum such additional information as LTI may reasonably require to
reach an informed decision, whichever comes later. Failure by LTI to give
written notice shall be deemed as notification that LTI does not wish to
file and/or prosecute such patent application, and
[*]= CONFIDENTIAL TREATMENT REQUESTED
6.
the right to the Invention shall revert exclusively to Yissum, LTI shall
have no further right therein, and the provisions of clause 3.4 hereunder
shall apply.
LTI or LTI's patent counsel shall provide Yissum with copies of all
relevant patent prosecution documentation for review by Yissum or Yissum's
patent counsel. Such copies shall be provided to Yissum a reasonable time
for review before filing of the documentation. LTI or LTI's counsel shall
confer with Yissum on all such matters materially related to the
preparation, filing, and prosecution and maintenance of patent applications
and patents under this clause 3.2 and shall give due consideration to
recommendations by Yissum regarding such matters. Yissum agrees to keep
all information relating to patent prosecution, including all
documentation, confidential.
In the event that LTI decides to discontinue any prosecution of a patent
application based upon a Yissum Invention disclosure, LTI shall cooperate
in transferring all relevant patent prosecution documents to Yissum, and
the right to the Invention shall revert exclusively to Yissum, LTI shall
have no further right therein, and the provisions of clause 3.4 hereunder
shall apply.
3.3 LTI and Yissum acknowledge and agree that title to any Invention or patent
resulting from an Invention made solely by Yissum personnel shall vest in
Yissum that title to any Invention or patent resulting from an Invention
made solely by LTI Personnel shall vest in LTI, and that title to
Inventions and patents resulting from Inventions made jointly by Yissum
Personnel shall vest jointly in Yissum and LTI.
3.4 Yissum may elect to file and prosecute a patent application on an Invention
made by Yissum Personnel or jointly by Yissum Personnel and LTI Personnel
or to disburse, commercialize or deal with such Invention as Yissum seems
fit and in Yissum's own discretion, should LTI determine not to file or not
to continue prosecution of a patent application. In such case, filing and
prosecution shall be made from Yissum's fund.
LTI shall grant Yissum a perpetual world-wide royalty-free exclusive
license in respect of such joint application and Yissum will have full
right and authority to transfer, disburse or deal with such joint
application as Yissum seems fit and in Yissum's sole discretion.
Yissum shall retain full rights to any Invention in respect of which LTI
decides not to file a patent application.
3.5 LTI shall pay all costs associated with the filing and prosecution of any
patent application which LTI has determined to make.
ARTICLE IV - OPTION TO LICENSE
------------------------------
4.1 LTI shall have an irrevocable option to obtain an exclusive license to
make, have made, use, and sell any License Product covered by a License
Patent the title to which shall rest solely in Yissum or jointly in LTI and
Yissum.
[*]= CONFIDENTIAL TREATMENT REQUESTED
7.
4.2 The option granted hereunder shall be exercisable by written notice to
Yissum ("Option Notice") within one year from the filing date of the patent
application.
4.3 Should the Option Notice not be received by Yissum within the period set
out above, Yissum will be entitled to grant exclusive or nonexclusive
licenses pertaining to the License Patent to third parties, and LTI hereby
undertakes to cooperate in any reasonable manner required in granting such
licenses.
LTI shall grant Yissum a perpetual world-wide royalty-free exclusive
license in respect of such License Patents, the title to which shall rest
jointly in LTI and Yissum, and Yissum will have full right and authority to
transfer, disburse or deal with such License Patents as Yissum seems fit
and in Yissum's sole discretion.
4.4 After exercising an option pursuant to section 4.1, LTI shall exercise
reasonable due diligence to develop and market products using the
technology claimed in a License Patent. LTI shall provide Yissum with such
progress reports on development and marketing activities as shall be agreed
in the Specific License Agreement contemplated by section 5.2 hereinbelow.
ARTICLE V - ROYALTIES AND FEES
------------------------------
5.1 Royalty and fees provisions for Amendment I: Specific License Agreement,
which is executed concurrently with this Master Agreement, will incorporate
the terms of this Master Agreement, except that any conflicting provisions
in Amendment I: Specific License Agreement shall supersede this Article V
hereinbelow.
5.2 This Article V shall be strictly applied to any Specific License Agreement
executed subsequently to the Master Agreement.
5.3 Upon exercise of LTI's option for an exclusive license as set forth in 4.2
above, the parties will enter into good faith negotiations of the terms of
a Specific License Agreement, containing usual and customary business terms
to be agreed upon between the parties.
It is hereby specifically provided that the royalties payable to Yissum for
an exclusive license shall be not more than [*] and not less than [*] of
Net Sales of Licensed Product, taking into account any and all business
considerations, including but not limited to: the commercial value relative
to competitive products; the type of invention and breadth of claims; the
marketing exclusivity afforded to LTI by virtue of the license; the
particular market involved; joint inventorship by employees or agents of
LTI; the existence of third party patents with claims related to the
Licensed Product; and other LTI trade secrets or proprietary technology
required for the manufacture, use, or sale of a Licensed Product.
Failing an agreement between the parties on the amount of royalties, the
amount shall be determined, within the above minimum and maximum amounts,
by the arbitrator provided for in Article X hereunder.
[*]= CONFIDENTIAL TREATMENT REQUESTED
8.
5.4 In the event that LTI licenses to a third party the right to manufacture
and market a Product claimed in a License Patent, LTI shall pay to Yissum
[*] of all benefit or consideration received by LTI from the third party.
It shall be LTI's obligation to inform the third party of this agreement
with Yissum, to provide a mechanism for ensuring that Yissum receives
sufficient accounting of the royalty obligation of the third party, and to
provide that, should LTI cease to exist for any reason, the obligation of
such third party to Yissum shall survive.
5.5 LTI shall pay Yissum royalties on a quarterly basis. Payments shall be due
within two calendar months of the end of any quarter in which royalties are
payable. All royalties shall be payable in U.S. funds.
5.6 Yissum shall be entitled to royalties from the date of First Commercial
Sale on any Licensed Product sold whose composition, method of manufacture,
or method of use is claimed in a License Patent. Royalty payments accruing
before issuance of a License Patent shall be paid within thirty (30) days
of patent issuance.
ARTICLE VI. PUBLICATION AND PRESENTATION
-----------------------------------------
6.1 LTI acknowledges that a basic objective of research activities performed by
Yissum and Yissum Personnel is the generation and dissemination of new
knowledge, and the commercialization thereof.
6.2 Yissum acknowledges that a basic objective of sponsorship by LTI of the
Research Program is the generation of data and results for LTI's
legitimate business interests. Yissum further acknowledges that worldwide
patent protection on Inventions may be obtained only if patent applications
are filed before Inventions are publicly disclosed, either orally or in
written form.
6.3 Before oral or written disclosure of data and results from performance of
the Research Program, Yissum Personnel shall submit copies of any proposed
presentation or written abstract or manuscript to LTI at least forty-five
(45) days in advance of disclosure to a third party. LTI shall respond to
Yissum in writing within fifteen (15) days of receipt of said proposed
presentation or written publication. LTI may request an additional delay
of up to forty-five (45) days in the presentation or submission to perform
whatever action LTI deems necessary to protect its legitimate business
interests.
6.4 Publication by either party of research performed hereunder shall give
proper credit to the other party, unless that party requests that it not be
given credit.
6.5 Publications may be co-authored by Yissum Personnel and LTI Personnel
consistent with reasonable professional standards for determining
authorship.
6.6 LTI reserves the right to co-author oral or written disclosures by Yissum
of data and results obtained in performance of the Research Yissum Program
toward which the Company has given substantial scientific contribution.
[*] =CONFIDENTIAL TREATMENT REQUESTED
9.
6.7 In the event that LTI declines to exercise its option to obtain a license
to an Invention under clause 4.2, LTI shall submit copies of any proposed
presentation or written abstract or manuscript describing any aspect of the
subject Invention to Yissum for Yissum's prior review and approval.
ARTICLE VII. CONFIDENTIALITY
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7.1 Yissum Personnel shall not disclose LTI Confidential Information to a third
party without the written permission of LTI. LTI shall not disclose Yissum
Confidential Information to a third party without the written permission of
Yissum.
7.2 In the event that Yissum acquires full rights to any Invention pursuant to
section 3.4 or section 4.3, LTI shall refrain from publicly disclosing any
Confidential Information directly related to such Invention for one (1)
year from the date on which Yissum acquires the full rights. Should Yissum
desire an extension of the confidentiality period beyond one (1) year,
Yissum shall request such an extension in writing, which request shall not
be unreasonably refused by LTI.
ARTICLE VIII. TERM AND TERMINATION
-----------------------------------
8.1 This Agreement shall be effective as of the Effective Date and continue in
effect through December 31, 2004, unless sooner terminated by the parties,
except that Specific License Agreements pursuant to this agreement may
expire at a later date.
8.2 Either party shall have the right to terminate this Agreement by providing
ninety (90) days written notice to the other party.
8.3 Termination of this Agreement shall not release either party from any
theretofore accrued obligation including but not limited to performance of
any then current Research Program and payment of any Research Fee. It is
understood and agreed that such obligations shall survive termination of
this Agreement by either party hereto.
8.4 The Exhibit "A" Agreements are hereby terminated and have no further force
or effect, with the exception of the following clauses:
(a) Article 12 (Confidential Information) of the 1985 Agreement.
(b) Article 7 (Confidential Information) of the 1987 Agreement.
(c) Article 11 (Confidential Information) of the 1988 Agreement.
8.5 Specific License Agreements incorporated into this Master License Agreement
as amendments shall be terminable only under the provisions of the Specific
License Agreements. If this Master License Agreement is terminated prior
to termination of a Specific License Agreement, portions of this Master
License Agreement may be applied so as to give continuing meaning and
effect to the Specific License Agreement.
[*] =CONFIDENTIAL TREATMENT REQUESTED
10.
ARTICLE IX. MISCELLANEOUS
--------------------------
9.1 LTI shall not use the name of Yissum in advertising or sales material
without the prior written consent of Yissum. LTI reserves the right to use
the name of Yissum in disclosures required by Federal securities laws.
9.2 LTI agrees to hold Yissum harmless from any and all liability, including
claims of personal or property injury or damage, product liability or any
other kind arising form LTI's use of the results under this Agreement.
9.3 Any notices given under this Agreement shall be in writing and delivered by
telefax with a copy thereof delivered by certified mail, postage prepaid,
addressed to the parties as follows:
If to LTI: Liposome Technology, Inc.
Attn: Corporate Secretary
000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Telefax: 415/323-9106
If to Yissum: Yissum Research Development Company
of the Hebrew University of Jerusalem
Attention: Xx. Xxx Xxxxxx
46 Xxxxxxxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxxx 00000, Xxxxxx
Telefax: 000-0-000000
9.4 Neither party shall assign this Agreement to another without the prior
written consent of the other party, unless such assignment is to a
successor to all the business and assets of the transferor or to an
affiliate (where an affiliate is an entity that either owns at least 51% of
LTI or an entity that is at least 51% owned by LTI); provided that such
successor or affiliate shall agree in writing with the other party to
assume all obligations of the transferor under this Agreement in a manner
satisfactory to the other party.
9.5 Yissum and LTI are independent contractors and neither is an agent, joint
venturer, or partner of the other.
9.6 Force Majeure. A party shall not be liable for non-performance or delay in
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performance caused by any event reasonably beyond the control of such party
including, but not limited to, war, hostilities, revolutions, riots, civil
commotion, national emergency, epidemics, fire, flood, earthquake, force of
nature, explosion, embargo, or any law, proclamation, regulation,
ordinance, or other act of any court, government, or governmental agency.
9.7 This Agreement represents the entire agreement and understanding between
the parties with respect to the subject matter of this Agreement and the
Exhibit A Agreements and supersedes any prior and/or contemporaneous
correspondence, discussions,
[*] =CONFIDENTIAL TREATMENT REQUESTED
11.
representations, negotiations, understandings or agreements, whether
written or oral, of the parties regarding the subject matter of this
Agreement and the Exhibit A Agreements.
9.8 Amendments and changes to this Master Agreement shall be of no force or
effect unless they are in writing and signed by duly authorized
representatives of the parties.
9.9 Captions in this Master Agreement are for information only.
ARTICLE X: ARBITRATION
-----------------------
10.1 Any controversy or claim arising out of or relating to this Master
Agreement or amendments thereof shall be settled by the following
procedures:
(a) Either party may send the other written notice identifying the matter
in dispute and involving the procedures of this Article X.
(b) Within fourteen (14) days after such written notice is given, one or
more principals of each party shall meet in a mutually agreeable
location for the purpose of determining whether they can resolve the
dispute themselves by written agreement, and, if not, whether they can
agree upon a third-party impartial arbitrator (the "Arbitrator") to
whom to submit the matter in dispute for final and binding
arbitration.
(c) If the parties fail to resolve the dispute by written agreement or
fail to agree on the Arbitrator, Yissum or LTI may make application to
an impartial Arbitrator in London, England who will decide the
controversy under the law of Great Britain.
10.2 If the parties proceed under Section 10.1(b) or (c), the following
procedures will be used:
(a) Within thirty (30) days of the selection of the Arbitrator, the
parties shall meet at a place and time designated by the Arbitrator
after consultation with the parties, and present their respective
positions on the dispute. Each party shall have no longer than one
(1) day to present its position, the entire proceedings before the
Arbitrator shall be no more than three (3) consecutive days, and the
award shall be made in writing no more than thirty (30) days following
the end of the proceeding. Such award shall be a final and binding
determination of the dispute.
(b) The prevailing party (as determined by the Arbitrator) shall in
addition be awarded by the Arbitrator such party's own attorney's fees
and expenses in connection with such proceeding. The non-prevailing
party (as determined by the Arbitrator,) shall pay the Arbitrator's
fees and expenses.
ARTICLE XI: NOTICE
-------------------
In the event that either party desires to terminate specific rights of the
other party as a consequence of such other party's failure to exercise its
rights under specific provisions of
this Agreement or amendments thereof, including but not limited to failure
to comply
[*] =CONFIDENTIAL TREATMENT REQUESTED
12.
with the specified notice periods of sections 2.4, 2.5, 3.2, or 4.4, the
party wishing to terminate rights must provide a Notice to the other party
specifying the provision and rights involved. Upon receipt of such Notice,
the other party shall have 10 (ten) business days to exercise its rights
under the provision.
IN WITNESS WHEREOF, the parties hereto have caused this Master Research Services
and License Agreement to be duly executed as of the day and year first written
above.
LIPOSOME TECHNOLOGY, INC. YISSUM RESEARCH DEVELOPMENT COMPANY
BY: /s/ Xxxxx X. Xxxxxxxxx BY: /s/ Xxxxx Xxxxxx
--------------------------- -----------------------------
TITLE: Corporate Secretary TITLE: Managing Director Emeritus
------------------------ ---------------------------
DATE: May 2, 1995 DATE:_____________________________
------------------------
_______________________________
Attachments:
Exhibit A: Prior Agreements Between LTI and Yissum
Exhibit B: Current Research Program, i.e., (a) Exhibit "B" - Research Protocol
EXM-60, (b) Exhibit "C" - Research Protocol EXM-61, (c) Exhibit "D" Budget, (d)
Addendum No. 1 (EXM-76-LTI-93) - Letter of June 9, 1993, (e) Addendum No. 1 to
EXM-60-61 - Scope of Work, (f) EXM-LTI-76-94 - Research Protocol, (g) EXM-LTI-
76-94 - Budget.
[*] =CONFIDENTIAL TREATMENT REQUESTED
13.
Exhibit A
---------
PRIOR AGREEMENTS BETWEEN LTI AND YISSUM/1/
Type of Agreement (EXM #) DESCRIPTION
------------------------- -----------
License and Clinical Trial Initial clinical trials of [*] formulation.
Agreement (EXM-05)
Letter Agreement (EXM-07) Continuation of clinical trials.
Research Services (EXM-08) [*] methods and stability and toxicity characterization
of such [*].
Extramural R&D (EXM-09) Analytical and toxicity studies of [*].
Research Services (EXM-22) Measurement of [*] and development of [*] technique for
preparing [*].
Extramural Service (EXM-33) [*] of [*] and other drugs.
Extramural Service (EXM-35) [*] formulations.
Extramural Service (EXM-42) Formulating [*] and providing analytical support for [*]
studies of [*] formulations.
Extramural Service (EXM-48) Support of clinical studies of [*] and initiation of
clinical study of [*].
Extramural R&D (EXM-50) [*] for treating [*] and [*].
____________________
/1/ Copies of all agreements listed in this Exhibit A have been provided to Xx.
Xxx Xxxxxx, Managing Director, Yissum Research Development Company.
[*] =CONFIDENTIAL TREATMENT REQUESTED
14.
Exhibit B
---------
CURRENT RESEARCH PROGRAM
a) Exhibit B - Research Protocol EXM-60 (3 pages).
b) Exhibit C - Research Protocol EXM-61 (1 page).
c) Exhibit D - Budget (1 page).
d) Addendum No 1 (EXM-76-LTI-93) - letter of June 9, 1993 (1 page).
e) Addendum No. 1 to EXM-60-61 - Scope of Work (1 page).
f) EXM-LTI-76-94 - Research Protocol (2 pages).
g) EXM-LTI-76-94 - Budget (1 page).
[*] =CONFIDENTIAL TREATMENT REQUESTED
15.