Bracketed information omitted and filed separately with the Securities and
Exchange Commission
Confidential TreatmentRequested Under 17 C.F.R. Sections 200.80(b)(4), 200.83
and 240.24b-2
EXHIBIT 10.14
BETWEEN OHIO UNIVERSITY
EDISON ANIMAL BIOTECHNOLOGY CENTER
AND
DRUG DEVELOPMENT INVESTMENT CORP.
TABLE OF CONTENTS
1. Effective Date............................................ 1
--------------
2. Research Program.......................................... 1
----------------
3. Compensation.............................................. 2
------------
4. Consultation and Reports.................................. 2
------------------------
5. Publicity, Publications and Confidentiality............... 3
-------------------------------------------
6. Rights in the Licensed Technology......................... 4
---------------------------------
7. Indemnity................................................. 4
---------
8. Independent Contractor.................................... 4
----------------------
9. Term and Termination...................................... 4
--------------------
10. Schedules................................................. 5
---------
11. General Provisions........................................ 5
------------------
SCHEDULES
Schedule A - Scope of Work.................................... 10
-------------
Schedule B - Compensation and Schedule for Compensation....... 12
------------------------------------------
1.
----------------------------
This (the "Agreement") is made by and between
Ohio University, a state chartered university and its Edison Biotechnology
Center, a department of Ohio University, currently located at 000 Xxxxxxxxxx
Xxxxxxxx xxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 (hereinafter referred to as
'University'), and Drug Development Investment Corp., a corporation organized
and existing under the laws of Texas, having a principal place of business at
000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxx (hereinafter referred to as "Sponsor").
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in that certain License Agreement, as hereinafter defined.
RECITALS
--------
WHEREAS, Sponsor and University have contemporaneously entered into that
certain Biotechnology Licensing and Transfer Agreement (the 'License
Agreement'), pursuant to which University has licensed to Sponsor certain patent
and other technology rights collectively referred to therein as Licensed
Technology;
WHEREAS, Sponsor desires that University perform certain research work to
develop the Licensed Technology, and is willing to advance funds to sponsor such
research for the mutual benefit of the parties; and
WHEREAS, University is willing to perform such research;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
University and Sponsor agree as follows:
1. EFFECTIVE DATE
--------------
This Agreement shall be effective commencing as of the Effective Date of
the License Agreement.
2. RESEARCH PROGRAM
----------------
2.1 University will diligently conduct the Research Program (herein so
called) described in Schedule A attached hereto, and will furnish all
facilities, time, and personnel that are necessary to carry out the Research
Program. The Research Program will be under the direction of Xxxx X. Xxxxxxxx,
or his successor as may be mutually agreed to by the parties hereto (hereinafter
referred to as the "Principal Investigator").
2.2 The Research Program shall be performed beginning on the Effective
Date and shall continue during the period expiring on the eighth anniversary of
the Effective Date (the "Term"), subject to termination in accordance with
Article 11. Sponsor shall have the option to extend the Research Program by
renewing this Agreement for successive periods of one year each following the
expiration of the Term and during the pendency of the License Agreement,
provided that (i) the obligations of Schedule B shall be current at the time of
such renewal, (ii) Sponsor continues to pay the direct costs as provided in
Section 3.1, and (iii) Sponsor shall not then be in Default under the terms of
the
1.
License Agreement or this Agreement. References to the Term shall hereafter
include a11 applicable extensions thereof. Any such notice of renewal shall be
given no later than ninety (90) days prior to the expiration of the then current
Term.
2.3 The Research Program will be designed to carry out University's
primary mission of education and the advancement of knowledge. The manner of
performance of the Research Program shall be determined by the Principal
Investigator, in consultation with University and Sponsor and in conformity with
Schedule A. University and its Principal Investigator will conduct the Research
Program in a diligent, professional and competent manner designed to maximize
the commercial development and potential of the Licensed Technology.
3. COMPENSATION
------------
3.1 As consideration for the performance by University of its obligations
under this Agreement, Sponsor will pay University [ * ] to maximum expenditure
limitations in the amounts provided in Schedule B. All such costs shall be
accurately and fully accounted for by University to Sponsor in accordance with
generally accepted accounting principles, consistently applied.
3.2 University shall maintain all Research Program funds in a separate
account and shall expend such funds for wages, supplies, equipment, travel, and
other operation expenses solely in connection with the Research Program. It is
understood that funds for the Research Program which are received and not used
in a particular year may be used in a subsequent year during the term (as
extended) of this Agreement.
4. CONSULTATION AND REPORTS
------------------------
4.1 Sponsor's Designated Representative for consultation and
communications with the Principal Investigator shall be Xxxx X. Xxxxxxxx, M.D.,
or such other person as Sponsor may from time to time designate in writing to
University and the Principal Investigator.
4.2 During the Term, Xxxxxxx's representatives may consult informally with
the Principal Investigator and any other designated representatives of
University regarding the Research Program, in person, in writing, and by
telephone. Sponsor shall have the right to examine the workproduct of the
Research Program, and for such purpose shall have access on a reasonable basis
to University's facilities where such work is performed.
4.3 During the Term the Principal Investigator will make oral reports as
reasonably requested by Xxxxxxx's Designated Representative. The Principal
Investigator shall submit to Sponsor a written report summarizing the work for
each calendar half year of the Term within twenty (20) days after the close of
such half year. In addition, the Principal Investigator shall submit a
comprehensive and informative annual report within forty-five (45) days
following the end of each calendar year during the Term, which report shall
contain, without limitation, the following information:
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
2.
a. A detailed summary of income and direct and indirect costs of the
Research Program for the prior year.
b. A detailed report of the activities undertaken and
accomplishments achieved by the University under the Research Program during the
prior year.
4.4 University will keep accurate and complete financial and scientific
records relating to the Research Program and will make such records available to
Sponsor or its authorized representatives throughout the Term during normal
hours upon reasonable notice. University will not discard any research or
financial data related to the Research Program without first obtaining Sponsor's
express written consent.
4.5 University shall prepare and submit to Sponsor a pro forma budget for
each calendar year during which this Agreement is in effect, commencing with the
year in which this Agreement is signed. The initial pro forma budget shall be
submitted to Sponsor within thirty (30) days of the Effective Date; and
thereafter, the pro forma budget shall be submitted to Sponsor by December 1 of
the year prior to the year to which the pro forma budget applies. The parties
shall discuss in good faith any adjustments to the budget.
5. PUBLICITY, PUBLICATIONS AND CONFIDENTIALITY
-------------------------------------------
5.1 Except as required by law or regulation, no press release or any other
written statements intended for use in the public media that refer to the
Research Program shall be made by University. University shall have the right
to acknowledge Sponsor's support of the investigations under this Agreement in
scientific or academic publications or presentations, with Sponsor's prior
written approval. In any such statements, the parties shall describe the scope
and nature of their participation accurately and appropriately, shall make no
misleading or inflated representations concerning the technology or any
compounds derived therefrom, and shall not compromise any duty of
confidentiality concerning the Research Program or the Licensed Technology.
5.2 The parties agree that it is desirable to avoid loss of commercially
valuable trade secrets, know-how and patent rights arising from performance of
this Agreement but not yet protected by an issued patent (hereinafter,
'Commercial Information') as a result of premature public disclosure of such
information. University and Principal Investigator agree that there will be no
publication nor public disclosure related to research performed in the course of
this Agreement that would cause the loss of Commercial Information. Therefore,
at least sixty (60) days prior to planned submission for publication,
University, through the Principal Investigator, will submit to Sponsor for
review and comment, all manuscripts and other materials that University,
Principal Investigator, and any employees and students of University authorized
to perform research under this Agreement may wish to publish or publicly
disclose, including but not limited to professional articles and papers, theses,
and dissertations. Submissions shall be made in the form proposed for
publication. Sponsor shall notify University within sixty (60) days after
receipt of such materials whether Sponsor in good faith believes that the
proposed publication would disclose Commercial Information, and whether Sponsor
desires to file patent applications on any inventions referred to in such
materials. Where University and Principal
3.
Investigator, on one hand, and Sponsor, on the other, disagree as to whether
publication would disclose Commercial Information, University, Principal
Investigator, and Sponsor shall discuss the matter in good faith in a diligent
effort to resolve the matter to the parties' mutual satisfaction. No such
publication shall occur without Sponsor's prior written consent. Subject to the
foregoing provisions and Section 5.3 below University and Principal Investigator
shall have the right to publish or otherwise publicly disclose information
derived from research performed in the course of this Agreement.
5.3 In connection with work performed under this Agreement, University and
Principal Investigator, and employees and students authorized to perform
research under this Agreement, will have access to Confidential Information
pertaining to the Licensed Technology and/or the Research Program, including but
not limited to Commercial Information and proprietary information that may be
provided by Sponsor. All Confidential Information shall be protected in
accordance with Section 17 of the License Agreement, the terms of which
provision are incorporated by reference herein.
6. RIGHTS IN THE LICENSED TECHNOLOGY
---------------------------------
As partial consideration for the payments made by Sponsor hereunder, all
Licensed Technology, including without limitation any Patent Rights arising
during the Term of this Agreement and within two years thereafter in accordance
with section 16(c) of the License Agreement, shall be treated in accordance with
the terms of the License Agreement.
7. INDEMNITY
---------
Each party shall have the relative rights and duties of indemnity with
respect to the Research Program that are set forth in Section 19 of the License
Agreement, and the terms Sponsor and University for purposes of this provision
shall be deemed to include the trustees, directors, officers, agents, employees,
and contractors of the respective parties, as well as the Principal
Investigator, provided that the duty of indemnity shall devolve solely upon the
Sponsor and University as entities (and not upon such individuals).
8. INDEPENDENT CONTRACTOR
----------------------
For purposes of this Agreement and all services to be provided hereunder,
each party shall be an independent contractor and not an agent, employee,
partner, or joint venture of the other party. Neither party shall have
authority to make any representation or commitment or take any action on behalf
of or that shall be binding on the other party, except as may be expressly
authorized in writing.
9. TERM AND TERMINATION
--------------------
9.1 This Agreement may be terminated as provided below:
(a) by the agreement of both parties;
4.
(b) at the election of the non-defaulting party, upon the expiration
of any applicable cure period, in the event that either party shall be in breach
of its material obligations under this Agreement and shall fail to remedy such
breach within ninety (90) days after receipt of written notice specifying such
breach; unless such Default occurs by reason of failure to make any payment
required hereunder, and in that event, where the breach is not remedied within
sixty (60) days after receipt of notice specifying the amount due;
(c) at the option of the Sponsor, in the event the Principal
Investigator should terminate his employment with the University; or
(d) upon the termination of the License Agreement in accordance with
its terms.
9.2 Termination of this Agreement shall not affect the rights and
obligations of the parties that have accrued and vested prior to termination,
all of which shall survive. In addition, the obligations of the parties under
Articles 5 and 11 shall survive termination of this Agreement. Except as
otherwise required pursuant to this Section 9.2, Sponsor's sole liability to
University under this Agreement upon its termination shall be the obligation to
make payments for which Sponsor is liable up to the date of termination; and,
where termination results from University's Default, Sponsor may deduct from
such payment any and all charges required to be expended by Sponsor to correct
or complete the work of the Research Program, including any damages or expenses
attributable to defective work.
9.3 Upon termination of this Agreement, University shall deliver to
Sponsor any materials and documents then required to be delivered pursuant to
the License Agreement, and hereby grants to Sponsor the right of first refusal
to purchase at depreciated cost any machinery or equipment that University has
custom built in performance of the Research Program, unless such equipment was
developed or acquired with funding expressly provided by Sponsor in addition to
the annual budget, in which event Sponsor shall have the option to acquire such
equipment without further charge.
10. SCHEDULES
---------
Schedules A and B are incorporated herein and made a part hereof for all
purposes.
11. GENERAL PROVISIONS
------------------
11.1 Assignment. This Agreement shall not be assignable by any party
----------
without the prior written consent of the other, except that Sponsor may assign
this Agreement, in whole or in part, to any of its Affiliates (as that term is
defined in the License Agreement), or to its successor in interest by merger,
consolidation or other acquisition (including the assignee of all or
substantially all of its assets). In the event of such assignment, this
Agreement shall, to the extent of the interest transferred, automatically be
binding upon and inure to the benefit of such assignees and successors in
interest, and they shall be required to undertake in writing to perform in
accordance with their applicable responsibilities hereunder. In the event of
any assignment by Sponsor
5.
to one of its Affiliates, Sponsor shall remain jointly and severally liable with
such Affiliate for the full and timely performance by the Affiliate of such
party's assigned obligations.
11.2 Integrated Agreement. This Agreement, together with the License
--------------------
Agreement and the Option Agreement (collectively, the "Agreements"), constitute
the complete understanding and agreement of the parties with respect to the
subject matter hereof, and together supersede all prior or contemporaneous
written and oral agreements, representations and understandings between the
parties with respect to the subject matter hereof. The parties acknowledge that
no representations have been made to induce execution of this Agreement except
as set forth in the Agreements. This Agreement can only be amended or
supplemented by a written instrument, duly executed on behalf of the respective
parties.
11.3 Notices. It is contemplated that the parties will frequently conduct
-------
informal communications relating to the subject of this Agreement. However, all
notices and other communications between the parties with respect to specific
rights and obligations of the parties under the provisions of this Agreement
shall be in writing and shall be deemed given if delivered personally, by
courier or by facsimile transmission, telefaxed or mailed by registered or
certified mail (return receipt requested), with all facsimile, telex or postage
fees paid by the sender, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice; provided,
however, that notices of a change of address or telex or facsimile number shall
be effective only upon receipt thereof):
If to Licensor:
Director
Edison Animal Biotechnology Center
Ohio University Innovation Center
Athens, Ohio 45701
Attn: Xxxxx Xxxxx, Ph.D.
Facsimile: (000) 000-0000
With Copy to:
Assistant Vice President for Research
Ohio University Research and Technology Center
Athens, Ohio 45701
Attn: Xxxxx X. Xxxx, Ph.D.
Facsimile: (000) 000-0000
If to Licensee:
Drug Development Investment Corp.
000 Xxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxx, M.D.
Facsimile: (000) 000-0000
6.
With Copy to:
Xx. Xxxxxx X. Xxxxxxxx
Xxxxxxxx Xxxxxxx & Xxxxxxx
1800 NationsBank Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Notices which are mailed shall be deemed to have been delivered on the third day
after deposit in a postal depository. Records of the sender generated by the
sender's telecopier and ancillary equipment and/or maintained in the ordinary
course of sender's business showing the recipient's telecopier number and the
date and time of transmission and number of pages transmitted shall constitute
presumptive evidence of the receipt of a telecopy for purposes of this Section.
11.4 Governing Law. The enforcement and construction of this Agreement
-------------
shall be governed by Ohio law.
11.5 Severability and Reformation. If any provision of this Agreement is
----------------------------
held invalid or unenforceable by a tribunal of competent jurisdiction, such
provision shall be reformed to the minimal extent necessary to render such
provision valid and enforceable. If such reformation cannot be granted, then
the invalid provision shall be deemed severable and all other provisions shall
remain in full force and effect. Notwithstanding the foregoing, if the granting
of reformation or the severance of any provision would materially destroy or
diminish the objectives of the parties or the benefits to be derived by either
party under the Agreement, then the determination that a particular provision is
invalid or unenforceable shall apply to the Agreement in its entirety.
11.6 Waiver. No waiver of any provision of this Agreement shall be deemed
------
effective unless expressly set forth in a written instrument signed by the party
against whom such waiver is to be enforced, and no failure to insist upon strict
performance of any particular provision shall preclude either party from
thereafter insisting upon strict compliance in the future with such provision or
any other provision in this Agreement.
11.7 Attorney's Fees. The prevailing party in any proceeding involving a
---------------
dispute relating to this Agreement shall be entitled to recover its reasonable
attorney's fees and all reasonable costs incurred in connection with the
proceeding.
11.8 Arbitration. In the event of a dispute relating to this Agreement,
-----------
the parties shall endeavor to settle such dispute amicably. Failing amicable
resolution, the parties shall promptly submit such dispute to arbitration
pursuant to the rules of the American Arbitration Association ("AAA") in
Cleveland, Ohio, or in an available venue closest thereto. The decision
rendered by the arbitrators shall be final and binding, and enforceable by any
court of competent jurisdiction. The prevailing party shall be entitled to
recover costs and attorney's fees incurred in connection with the arbitration
proceeding. At their election the parties may jointly apply to the District
Court in Cuyahoga County, Ohio for the appointment of an arbitrator to hear and
resolve the dispute, in which event such arbitrator shall be guided by the
7.
Commercial Arbitration Rules of the AAA. In such event, the costs associated
with the application to such Court shall be shared equally by the parties, but
the fees of the arbitrator and the arbitration costs shall be paid by the party
against whom the award is rendered. The arbitrators shall have the power to
grant relief in equity as well as at law. Notwithstanding the foregoing, this
provision shall not preclude (a) any party from seeking temporary injunctive
relief from a court pending arbitration, or (b) the parties from seeking to
mediate any dispute hereunder as a more expeditious and less expensive
alternative to arbitration.
11.9 Force Majeure. Performance of this Agreement is subject to
-------------
unavoidable delays to the extent caused by force majeure, in the nature of war,
civil unrest, labor dispute, epidemic, natural disaster, or because of any
governmental law or order effectively suspending performance, or any other cause
beyond the reasonable control of the party affected and occurring without its
fault; provided that notice of such force majeure shall be given by the affected
party to the other party with reasonable promptness, specifying the cause of the
delay, and the affected party shall use reasonable efforts to resume performance
of its obligations. The time for performance shall be extended by an amount of
time equal to the period during which the effects of force majeure have
prevented performance.
11.10 Further Assurances. The parties hereto agree to execute any and all
------------------
such further documents and to take any and all such further action as may be
necessary or appropriate to effectuate the purposes of this Agreement.
11.11 Conflicts in Agreements. In the event of any inconsistency between
-----------------------
this Agreement and the License Agreement, the terms of the License Agreement
shall control.
11.12 Construction. References to one gender shall include all other
------------
genders; the use of singular nouns shall imply the plural and vice versa; and
words denoting persons will include corporations and vice versa where
appropriate to the context.
11.13 Confidentiality Pending Effectiveness of Agreement. Section 5.3 of
--------------------------------------------------
this Agreement shall be effective upon signing by the parties, even pending the
acquisition of any required formal approval of the License Agreement by any
party's governing body or any Regulatory Authority.
11.14 Signatory Authority. Each signatory below represents to the other
-------------------
party that he/she has authority to sign for and bind the principal on whose
behalf he/she has purported to execute this Agreement.
11.15 Multiple Counterparts. This agreement may be executed in multiple
---------------------
counterparts, all of which collectively, and each of which shall constitute one
and the same instrument.
8.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in multiple counterparts by their duly authorized representatives.
DRUG DEVELOPMENT INVESTMENT CORP.
By: /s/ Xxxx X. Xxxxxxxx, M.D.
__________________________________
Xxxx X. Xxxxxxxx, M.D., President
OHIO UNIVERSITY
By: /s/ X. Xxxxx Xxxxxxx, Ph.D.
________________________________________
X. Xxxxx Xxxxxxx, Ph.D., Vice President,
Research and Graduate Studies
Principal Investigator indicates that by his signature he has read, fully
understand, and agrees to the terms of this Agreement.
By: /s/ Xxxx Xxxxxxxx, Ph.D.
__________________________________
Xxxx Xxxxxxxx, Ph.D.
Date: 1-15-93
________________________________
9.
SCHEDULE A - SCOPE OF WORK
-------------
During the term of this Agreement and in performance thereof, the
University will pursue a broad research agenda that consists of five major
programs described as follows:
1. [ * ]
2. [ * ]
3. [ * ]
4. [ * ]
5. [ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
10.
[ * ]
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
11.
SCHEDULE B - COMPENSATION AND SCHEDULE FOR COMPENSATION
------------------------------------------
Compensation under this Agreement shall be made by Sponsor in the following
payments:
a. [ * ]
b. [ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
12.
FIRST AMENDMENT TO
BETWEEN OHIO UNIVERSITY EDISON BIOTECHNOLOGY INSTITUTE AND
INNOVATIONS IN DRUG DEVELOPMENT, INC.
THIS FIRST AMENDMENT (the "First Amendment") to (the "Agreement") is made and entered into date on the 14th day of
September, 1993 by and between the INNOVATIONS IN DRUG DEVELOPMENT (the
"Sponsor"), and the OHIO UNIVERSITY EDISON BIOTECHNOLOGY INSTITUTE (the
"University") .
WHEREAS, the University and Sponsor entered into a effective January 18, 1993; and the University and Sponsor desire to
modify certain provisions of the Agreement as provided herein.
NOW, THEREFORE, the University and Sponsor agree to the following:
The Sponsor will grant funds to the University in the amount of [*]
dollars($[*]) to conduct work with the intention of producing [ * ]. The
University does not represent and warrant that the University can perform this
work to the quantity and quality specifications needed by Sponsor for Sponsor's
purposes. Work supported by this First Amendment will be conducted in the
College of Engineering, Biomolecular Engineering Group. The budget is attached
as Exhibit 1. Payment will be made upon execution of this Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
IN WITNESS WHEREOF, the parties have duly executed this First Amendment as
of the date written above.
OHIO UNIVERSITY INNOVATIONS IN DRUG DEVELOPMENT
/S/ XXXXX XXXXX, PH.D., /S/ XXXX XXXXXXXX, M.D.,
By:__________________________________ By:__________________________________
XXXXX XXXXX, PH.D., XXXX XXXXXXXX, M.D.,
DIRECTOR, OUEBI CHIEF EXECUTIVE OFFICER
/S/ XXXXX X. XXXX
By:__________________________________
XXXXX X. XXXX, PH.D.,
ASSOCIATE VICE PRESIDENT,
RESEARCH AND GRADUATE STUDIES
/S/ XXXXXX X. XXXXXX
By:__________________________________
XXXXXX X. XXXXXX, PH.D.,
ASSOCIATE XXXX, COLLEGE OF
ENGINEERING AND TECHNOLOGY
EXHIBIT 1
The following budget is for the production of [ * ]. It is based on an
estimated yield of [ * ]. The project is planned for the period September 1,
through November 30, 1993. A total budget cost of $[ * ] is requested and is
itemized below. The project budget does not include costs for a lyophilizer or
evaporator which are being purchased as part of the Ohio Biotech Consortium.
Production will be performed in [ * ]. It is estimated that a total of
[ * ] will be required. This includes a startup period for [ * ].
Purification will be performed in [ * ]. Lots will be analyzed for adequate
concentration before processing.
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
SECOND AMENDMENT TO
BETWEEN OHIO UNIVERSITY EDISON BIOTECHNOLOGY INSTITUTE AND
INNOVATIONS IN DRUG DEVELOPMENT, INC.
FOR [ * ]
PREPARED BY OHIO UNIVERSITY MAY 11, 1995
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
1.
This Second Amendment (the "Second Amendment") to (the "Agreement") is made and entered into date on the 12th day of
May, 1995 by and between Innovations in Drug Development ("the Parent Company")
and its subsidiary, Sensus Corporation (together with the Parent Company
referred to as the "Sponsor"), and the Ohio University Edison Biotechnology
Institute (the "University").
Whereas, the University and Sponsor via the Parent Company entered into a
effective January 18, 1993; and the University and
Sponsor desire to modify certain provisions of the Agreement as provided herein.
Now, therefore, the University and Sponsor agree to the following:
The Sponsor will grant funds to the University in the amount of $[ * ]
([ * ]) to conduct fixed fee work with the intention of studying the [ * ] (see
Exhibit 1, Proposal). The University makes no representations and extends no
warranties of any kind, either expressed or implied, concerning this work,
including, but not limited to, warranties of merchantability and fitness for a
particular purpose.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
2.
Work supported by this Second Amendment will be conducted in the laboratories
of the Ohio University Edison Biotechnology Institute. A 1-year fixed fee
budget for the period May 1, 1995 to April 30, 1996 is attached as Exhibit 2.
Payment will be made in three (3) installments: the first for $[ * ] ([ * ]
dollars) upon execution of this Agreement; the second for $[ * ] ([ * ] dollars)
on or before November 1, 1995; and the third for $[ * ] ([ * ] dollars) on or
about April 30, 1996.
In witness whereof, the parties have duly executed this Second Amendment as
of the date written above.
OHIO UNIVERSITY INNOVATIONS IN DRUG DEVELOPMENT
/S/ XXXXX XXXXX /S/ XXXX XXXXXXXX
By: _________________________ By: __________________________
XXXXX XXXXX, PH.D., XXXX XXXXXXXX, M.D.,
DIRECTOR, OUEBI CHIEF EXECUTIVE OFFICER
SENSUS CORPORATION
/S/ XXXXX XXXXXXXX /s/ XXXXXX X. XXXX
By: _________________________ By: __________________________
XXXXX XXXXXXXX, PH.D., XXXXXX X. XXXX, PH.D.,
VICE PRESIDENT, RESEARCH PRESIDENT/CHIEF OPERATING
AND GRADUATE STUDIES OFFICER, SENSUS CORPORATION
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3.
EXHIBIT 1
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
2.
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
3.
PROTOCOLS
PHASE ONE
[ * ]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
4.
[ * ]
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PHASE TWO
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11.
PHASE THREE
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REFERENCES
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11.
EXHIBIT 2
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