RESEARCH AGREEMENT
between
THE UNIVERSITY OF WATERLOO
and Xx. Xxxx X. Xxxxxxxx
and
SENESCO TECHNOLOGIES, INC.
THIS AGREEMENT, effective as of the 1st day of May, 2002 by and between THE
UNIVERSITY OF WATERLOO ("Waterloo"), located in the town of Waterloo and the
Province xx Xxxxxxx, X0X 0X0, of the country of Canada, Xx. Xxxx X. Xxxxxxxx
("Xxxxxxxx") of the University of Waterloo and Senesco Technologies, Inc.
("Senesco"), a Delaware Corporation located in the United States at 000 Xxxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, New Jersey 08901, U.S.A.
WITNESSETH:
WHEREAS Waterloo and Senesco have in common the desire to encourage and
facilitate the discovery, dissemination and application of new knowledge;
WHEREAS Senesco has conceived of certain inventions, currently holds
intellectual property rights in such inventions and desires to further research
and develop such inventions on a worldwide basis,
WHEREAS Waterloo and Xxxxxxxx are equipped and well-qualified to perform
research and development in the subject area of this Agreement; and
WHEREAS Senesco wishes to retain Waterloo to perform research and development
services under the guidance of Xxxxxxxx;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises and
covenants contained herein, the parties hereto agree as follows:
AGREEMENT
ARTICLE I. DEFINITIONS.
"Confidential Information" shall mean:
A. Any and all knowledge, know-how, practices, processes or other
information disclosed by Senesco directly or indirectly to Waterloo and/or
Xxxxxxxx whether said disclosure is made orally, in writing, by submission of
samples, or otherwise, including without limitation information relating to the
matters which are the subject of this Agreement and all other information
regarding Senesco's past, present and future research, technology, know-how,
ideas, concepts, designs, products, prototypes, processes, machines,
compositions of matter, business plans, technical information, drawings,
specifications and the like, and any knowledge or information developed by
Waterloo and/or Xxxxxxxx as a result of work in connection with this Agreement.
B. Any and all discoveries, inventions, conceived inventions and
know-how, whether or not patentable, and whether or not reduced to practice,
including without limitation any and all biological isolates, compositions or
matter, methods or processes, test data, findings, designs, machines, devices,
apparatus, manufactures, and any improvements and/or any utility for the
foregoing, which are made, conceived, discovered or developed by Waterloo or
Xxxxxxxx, whether alone or in conjunction with others, which arise in any way
from, during or as a result of the performance of Waterloo's and Xxxxxxxx'x
services to Senesco under this Agreement, and which relate to the Scope of Work
(as herein below defined), including, but not limited to the subject matter set
forth in the Protocol or which arose prior to this Agreement, but, as of the
effective date hereof, has not been publicly disclosed. Such information may or
may not be protectable in the form of a patent, a copyright or as a trade
secret.
C. This does not include information which:
(1) is established by written records to be in the public domain other than
as a consequence or an act of Waterloo or Xxxxxxxx;
(2) if disclosed to Waterloo or Xxxxxxxx, was in Waterloo's possession
prior to the disclosure and is demonstrated through written records that
such information was in Waterloo's or Xxxxxxxx'x possession prior to
disclosure from Senesco, and was not the subject of an earlier confidential
relationship with Senesco; or
(3) was rightfully acquired by Waterloo or Xxxxxxxx from a third party, who
was lawfully in possession of such information after the disclosure and was
under no obligation to Senesco to maintain its confidentiality.
The work performed hereunder shall be under the supervision of Xx. Xxxx X.
Xxxxxxxx, of the Department of Biology, at the University of Waterloo. No
substitution of Xxxxxxxx may be made without prior written consent of Senesco.
"Employee" means an employee of the University of Waterloo involved either
directly or indirectly within the Scope of Work, as herein below defined, under
this Agreement.
"Scope of Work" means the research and development on Primary Open Angle
Glaucoma (XXXX) via the use of fetal brain astrocytes, as a model for retinal
ganglion cells, to establish proof of principal and the subsequent establishment
of retinal ganglion cell lines which will undergo apoptosis induction,
characterization, transfection and efficacy testing of the transfection. These
early stage tests will act as the basis for development of a therapeutic for
XXXX.
"Technology and Inventions" shall mean any and all discoveries, inventions,
conceived inventions and know-how, whether or not patentable, and whether or not
reduced to practice, including any and all biological isolates, compositions of
matter, methods or processes, test data, findings, designs, machines, devices,
apparatus, manufactures, and any improvements, and/or any utility for the
foregoing, which are made, conceived, discovered or developed by Waterloo,
whether alone or in conjunction with others, which arise in any way from, during
or as a result of the performance of Waterloo's and Xxxxxxxx'x services to
Senesco under this Agreement and which relate to the Scope of Work, including,
but not limited to the subject matter set forth in the Protocol. Such Technology
and Inventions may or may not be protectable in the form of a patent, a
copyright or as a trade secret.
ARTICLE II. STATEMENT OF THE WORK.
Waterloo shall perform research to enhance the Intellectual Property rights
of Senesco in accordance with the protocol entitled Xxxxxxxx, Sechyna and
Xxxxxxxx Glaucoma Collaboration ("Protocol"), which is attached hereto and
incorporated herein as Exhibit A.
ARTICLE III. PERIOD OF PERFORMANCE.
The period of performance of this Agreement is contemplated to be one (1)
year, annually renewable by Senesco at the cost indicated below, unless sooner
terminated or extended as elsewhere provided herein or by mutual agreement.
ARTICLE IV. COST AND PAYMENT.
A. Senesco agrees to pay for the cost of work specified in the Budget as set
forth in Exhibit A. Payment is to be made by Senesco in Canadian dollars.
B. The total financial obligation of Senesco for the one year period is
limited to $50,000 Canadian, which shall not be exceeded without the
written authorization of Senesco.
C. Payments shall be sent to: Xx. Xxxxx X. Xxxxx, Director, Research Finance,
the University of Waterloo, 000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
X0X 0X0, Xxxxxx.
D. Invoices to Senesco shall be sent to: Mr. Xxxx Xxxxxx, Chief Financial
Officer, Senesco Technologies, Inc., 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxxxxxxx, New Jersey, 08901, U.S.A.
ARTICLE V. RELATIONSHIPS OF THE PARTIES.
A. Waterloo's relationship to Senesco in the performance of this Agreement is
that of an independent contractor. The work performed hereunder shall be
under the supervision of Xxxxxxxx, who is considered essential to the work
being performed. No substitution of Xxxxxxxx may be made without the prior
written consent of Senesco. Waterloo and Xxxxxxxx shall ensure that all
Employees, researchers and other personnel involved with performing work in
connection with this Agreement are familiar with and understand the terms
of this Agreement prior to their performance hereunder, including, without
limitation, their obligation to take all actions necessary to vest title to
any Technology and Inventions to Senesco.
B. Neither party is authorized or empowered to act as an agent for the other
for any purpose and shall not on behalf of the other enter into any
contract, warranty or representation as to any matter. Neither shall be
bound by the acts or conduct of the other.
C. Waterloo and its Employees acknowledge they are aware of this Agreement and
are bound by its terms.
ARTICLE VI. CONFIDENTIALITY.
A. In order to carry out the terms of this Agreement and to facilitate
performance of the work hereunder, Senesco may disclose certain
Confidential Information, defined under Article I, to Waterloo and Xxxxxxxx
which Senesco considers confidential and proprietary.
B. Senesco possesses all right, title and interest to all Confidential
Information, whether disclosed by Senesco or developed under this
Agreement. Waterloo and Xxxxxxxx each agree that the Confidential
Information will be kept in strict confidence.
C. Prior to the commencement of work under this Agreement, each Waterloo
Employee to undertake work relating to this Agreement shall agree to be
bound by the
Confidentiality and non-compete provisions of this Agreement by signing a
copy of the form Acknowledgement attached as Exhibit B.
D. Waterloo and Xxxxxxxx shall not, without the express written consent of
Senesco, directly or indirectly disclose, furnish, disseminate, or make
available such Confidential Information in any way, in whole or in part,
to any person or entity other than Employees of Waterloo directly or
indirectly involved in the work under this Agreement, and then only on a
need to know basis as required for performance of this Agreement; said
Employees are subject to the same restrictions upon disclosure of this
Confidential Information as Waterloo and Xxxxxxxx.
E. Waterloo and/or Xxxxxxxx will promptly inform Senesco if they discover that
third party is making or threatening to make unauthorized use of
Confidential Information.
F. The above obligations with respect to Confidential Information shall
survive for a period of ten (10) years after the termination of this
Agreement, and any extensions or renewals.
ARTICLE VII. PATENT RIGHTS.
A. Waterloo and Xxxxxxxx hereby assign and agree to assign to Senesco all
right, title and interest to any Technology and Inventions made, conceived
of or arising under this Agreement within the Scope of Work.
B. All information and know-how relating to any Technology and Inventions
made, conceived of or arising under this Agreement is deemed Confidential
Information and shall be kept in strict confidence by Waterloo and Xxxxxxxx
pursuant to this Agreement.
C. Waterloo and Xxxxxxxx shall promptly disclose to Senesco, in writing, any
technology and Inventions made, conceived of or arising under the
Agreement.
D. Senesco has the sole discretion for the selection of the means for
intellectual property protection for the Technology and Inventions, whether
to maintain trade secret protection or seek protection by patent. Senesco
has the sole discretion for the selection of the technology to protect by
patent and will make all decisions regarding the scope of protection
sought.
E. Senesco has the sole discretion to select patent counsel or other legal
representatives to help secure patent rights to any Technology and
Inventions arising out of this Agreement.
F. If Senesco decides that a patent application is to be filed, Senesco,
shall, at its own cost, prepare file and prosecute such application.
Designation of inventors in a patent application is a matter of patent law
and shall be solely within the discretion of qualified patent counsel or
other legal representative for Senesco.
G. Waterloo and Xxxxxxxx shall at the request and expense of Senesco, at any
time during or after the termination of this Agreement, execute all
documents and perform all such acts as Senesco may deem necessary or
advisable to confirm Senesco's sole and exclusive ownership right, title
and interest in such Technology and Inventions in any country. Waterloo and
Xxxxxxxx each agree to do all acts and execute all documents at the expense
and request of Senesco, that Senesco may deem necessary to enforce its
rights to the Technology and Inventions, including but not limited to
assisting in the preparation of patent applications, assisting in
litigation, appearing for depositions and appearing as trial witnesses.
ARTICLE VIII. PUBLICITY.
A. Waterloo and Xxxxxxxx shall not disclose this Agreement with Senesco in any
publicity, advertising or news release without the prior written approval
of an authorized representative of Senesco. Senesco will not use the name
of Waterloo in any publicity, advertising or news release without the prior
written approval of Waterloo, except as provided for under Article VIII.C.
B. Except: Waterloo may, at its own discretion, provide a brief listing of the
research conducted under this Agreement, including the name of the sponsor,
Senesco, as part of a public compendium of Waterloo research.
C. Senesco may, at its own discretion, provide information relating to or
arising from this Agreement to investors, licensees, relevant government
agencies and other such parties.
ARTICLE IX. PUBLICATION.
A. Senesco recognizes that Waterloo may be desirous of publishing information
as part of Waterloo's policy and function as a university to disseminate
information for the purpose of scholarship. Waterloo and Xxxxxxxx recognize
that such publication may jeopardize the protection of intellectual
property rights contemplated under this Agreement.
B. Waterloo shall not publish any Confidential Information relating to this
Agreement or any Technology and Inventions conceived of, made or arising
under this Agreement until permission in writing is given by Senesco.
Senesco agrees that Waterloo personnel shall be permitted to present at
symposia, national or regional professional meetings, and to publish in
journals, theses or dissertations, or otherwise of their own choosing,
methods and results of the Protocol, PROVIDED: (1) that Senesco shall have
been provided copies or any proposed publication or presentation at least
ninety (90) days in advance of the submission of such proposed publication
or presentation; and (2) Senesco shall have thirty (30) days after receipt
of said copies to object to such proposed presentation or proposed
publication; and (3) in the event that Senesco makes such objection,
Xxxxxxxx and Waterloo personnel shall refrain from making
such presentation or publication for a period of sixty (60) days to allow
Senesco to file patent application(s) or seek other protection for its
proprietary subject matter contained in the proposed presentation or
publication; and (4) in the event Senesco is unable to obtain meaningful
protection within sixty (60) days on the subject matter under the terms of
this Article, Waterloo and Xxxxxxxx agree to postpone publication for up to
an additional ninety (90) days during which time the parties shall
negotiate a version of the publication which does not compromise Senesco's
proprietary interests in the subject matter and is otherwise acceptable to
Senesco. Under no circumstances will Waterloo or Xxxxxxxx be allowed to
disclose Confidential Information of Senesco.
ARTICLE X. NONCOMPETITION.
A. Notwithstanding any provisions of this Agreement to the contrary, the
parties agree that Waterloo independently works on many projects which may
be similar in some respects to the subject matter set forth in the
Protocol. The parties agree that Waterloo shall not be precluded from
pursuing such projects through its own personnel, EXCEPT:
(1) Xxxxxxxx agrees not to conduct any research, act as a consultant or
perform any other services, either directly or indirectly, for any
entity in the world which is competitive with Senesco relating to the
subject matter provided in Article X.B. herein, for a period of two
(2) years after the termination of this Agreement; and
(2) Each person working on this project agrees to first notify Senesco
prior to accepting employment or undertaking services for any entity
in the world which is competitive with Senesco relating to the subject
matter provided in Article X.B. herein. In view of the confidentiality
obligations herein, each person working on this project agrees to use
his best efforts not to personally conduct any research, act as a
consultant, or perform any other services relating to the subject
matter provided in Article X.B. herein, either directly or indirectly
for any entity for a period of two (2) years after termination of this
Agreement.
B. The scope of noncompetition shall include research and development on fetal
brain astrocytes as a means of establishing proof of principal and the
subsequent establishment of retinal ganglion cell lines which undergo
apoptosis induction, characterization, transfection and efficacy testing of
the transfection, along with all subsequent testing on prospective
therapeutics derived from Senesco's deoxyhypusine synthase and eukaryotic
initiation factor-5A genes for XXXX that are derived herefrom.
C. The parties agree that the period of time and scope of the restrictions
specified herein are both reasonable and justifiable to prevent harm to the
legitimate business interests of Senesco, including but not limited to
preventing transfer of Confidential Information to Senesco's competitors
and/or preventing other unauthorized disclosures or use of Senesco's
Technology and Inventions.
ARTICLE XI. REPORTS AND CONFERENCES.
A. Written project reports shall be provided by Waterloo to Senesco monthly,
to be received by the seventh day of the following month. A final report
shall be submitted by Waterloo within thirty (30) days of completion of the
project or within thirty (30) days of the termination of this Agreement.
The content of the written project reports will be agreed upon by the
parties.
B. During the term of this Agreement, representatives of Waterloo will meet
with representatives of Senesco at times and places mutually agreed upon to
discuss the progress and results, as well as ongoing plans, or changes
therein, of the Protocol to be performed hereunder.
ARTICLE XII. ASSIGNMENT.
No right or obligation to this Agreement shall be assigned by Waterloo
without the prior written permission of Senesco. Senesco has the right to assign
its rights and obligations; however, it must also seek permission of Waterloo,
such permission not to be unreasonably withheld. Waterloo shall not subcontract
any work to be performed without Senesco's prior written consent. Any work by
any subcontractor shall be under the direct supervision of Xxxxxxxx.
ARTICLE XIII. SUPPLIES AND EQUIPMENT.
Waterloo shall provide laboratory space, personnel and equipment already
owned by Waterloo for conducting the research contemplated by the Agreement.
Waterloo shall retain title to any equipment purchased with funds provided by
Senesco under this Agreement.
ARTICLE XIV. TERMINATION.
A. Senesco has the right to terminate this Agreement upon thirty (30) days
advance written notice to Waterloo. In the event of such a termination,
Waterloo shall refund all unexpended and unobligated funds to Senesco after
withholding amounts necessary to discharge obligations that cannot be
canceled. Waterloo agrees to provide Senesco with copies of all work
products which exist at the time of termination.
B. In the event Senesco terminates this Agreement, then Xx. Xxxx X. Xxxxxxxx
shall not be obligated under the non-competition provision, specifically
Article X.A., paragraph (1).
C. Senesco's rights under Articles VI, VII, VIII, X and XI shall survive
termination of this Agreement.
D. In the event Senesco wishes to abandon its interest in the Technology and
Inventions, Waterloo and Senesco will enter into good faith negotiations
for Waterloo to acquire said Technology and Inventions.
ARTICLE XV. INDEMNIFICATION.
A. Waterloo shall defend, indemnify and hold Senesco, its officers, employees
and agents harmless from and against any and all liability, loss, expense
(including reasonable attorneys' fees) or claims for injury or damages
arising our of the performance of this Agreement but only in proportion to
and to the extent such liability, loss, expense, attorneys' fees or claims
for injury or damages are caused by or result from the negligent or
intentional acts or omissions of Waterloo, its officers, agents or
employees.
B. Senesco shall defend, indemnify and hold Waterloo, its officers, employees
and agents harmless from and against any and all liability, loss, expense
(including reasonable attorneys' fees) or claims for injury or damages
arising out of the performance of this Agreement but only in proportion to
an to the extent such liability, loss, expense, attorneys' fees or claims
for injury or damages are caused by or result from the negligent or
intentional acts or omissions of Senesco, its officers, agents or
employees.
ARTICLE XVI. GOVERNING LAW.
This Agreement shall be construed in accordance with and governed by the
laws, statutes, rules, court decisions and customs prevailing in the Sate of New
Jersey and the United States, except to the extent that the laws of the Province
of Ontario and the Federal Government of Canada shall govern Xxxxxxx'x
Compensation, Employment Standards Act, Ontario Human Rights Code, Environmental
Protection Act, Occupational Health and Safety Act or any other similar statutes
that would take priority.
ARTICLE XVII. INTEGRATION.
This Agreement states the entire contract between the parties in respect to
the subject matter of the Agreement and supersedes any previous written or oral
representations, statements, negotiations or agreements. This Agreement may be
modified only by written amendment executed by the authorized representatives of
both parties.
ARTICLE XVIII. AGREEMENT MODIFICATION.
Any agreement to change the terms of this Agreement in any way shall be
valid only if the change is made in writing and approved by mutual agreement of
authorized representatives of the parties hereto.
ARTICLE XIX. GOVERNING LANGUAGE.
In the event that a translation of this Agreement is prepared and signed by
the parties, this English language Agreement shall be the official version and
shall govern if there is a conflict between the translation and this English
language Agreement.
ARTICLE XX. NOTICES.
Notices under this Agreement shall be sent by registered mail, return
receipt requested, or delivered by hand, to the following address of either
party unless changed by written notice.
Senesco: Waterloo:
Xxxxx Xxxxxx, President and CEO Xxxx Xxxxx, Contracts Manager
Senesco Technologies, Inc. Office of Research
Suite 420 University of Xxxxxxxx
000 Xxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx Xxxx
Xxx Xxxxxxxxx, XX 00000 XXX Xxxxxxxx, Xxxxxxx X0X 0X0
Telephone: (000) 000-0000 CANADA
Fax: (000) 000-0000 Telephone: (000) 000-0000, x2022
Fax: (000) 000-0000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
written above.
SENESCO TECHNOLOGIES, INC. THE UNIVERSITY OF WATERLOO
("Senesco") ("Waterloo")
BY: /s/ Xxxxxx X. Xxxxxxxx BY: /s/ Xxxx Xxxxx
------------------------------------- -------------------------
Title: Vice President, Corporate Development Title: Senior Manager
------------------------------------- Contracts Research &
Industrial Grants
BY: /s/ X.X. Xxxxx
-------------------------
Title: Director
Contracts Research &
Industrial Grants
EXHIBIT A
XXXXXXXX, XXXXXXXX AND XXXXXXXX GLAUCOMA COLLABORATION
1. BACKGROUND.
Glaucoma describes a group of potentially blinding ocular disorders that involve
progressive optic neuropathy of unknown etiology, frequently associated with
elevated intraocular pressure (IOP)[1]. The Canadian National Institute for the
Blind identifies glaucoma as the second leading cause of blindness in people
over the age of 50 in Canada. Recent estimates of world-wide prevalence state
that approximately 67 million people are afflicted with glaucoma, and that 6.7
million are bilaterally blind [2]. The majority (50% to 66%) of the glaucomas
have open, normal-appearing anterior chamber angles, in which case the condition
is known as Primary Open Angle Glaucoma (XXXX).
Although the clinical features of XXXX are reasonably well described, the
pathogenesis of optic nerve damage in glaucoma remains unclear. Intraocular
pressure (IOP) is well accepted as an important risk factor for the development
of glaucomatous optic nerve damage. However, evidence shows that the severity of
the disease depends upon the individual susceptibility of a given eye, i.e. the
IOP capable of causing damage can vary dramatically from patient to patient [3].
It has even been argued that there is no "safe" level of IOP per se; but rather
that increasing IOP is associated with a continuously increasing risk level for
the development of optic nerve damage and visual field loss [4,5].
1.1 THE ANATOMY, PHYSIOLOGY AND PATHOPHYSIOLOGY OF THE OPTIC NERVE HEAD
The optic nerve is formed by the axons of the ganglion cells, which form the
innermost neuronal layer of the retina, i.e. the nerve fibre layer (see Figure 1
for anatomical overview and terminology) [3,6-9]. The axons carry partially
processed visual information from the retina to the brain. The clinically
visible portion of the optic nerve is known as the optic nerve head (ONH), and
consists of the unmyelinated nerve fibres that converge, turn and exit the eye.
These nerve fibres pass through the back of the eye via the scleral canal, which
is partially filled with a perforated, collagenous connective tissue known as
the lamina cribrosa (LC). Early studies [10-13] demonstrated that elevated IOP
leads to axoplasmic blockade at the level of the LC, and eventually to retinal
ganglion cell (RGC) death. Further, it is known that LC morphology is distorted
in XXXX, and that such changes can pre-date the development of visual field loss
[14,15]. Such observations have led to much attention being focused on the LC,
with the goal of understanding how elevated IOP leads to optic neuropathy.
The LC typically consists of approximately 10 cribriform plates, or lamellae,
which contain collagen type IV, laminin, and elastin. Each plate is perforated
by between 150-600 pores [16], through which the axonal bundles run. There is
general alignment of pores through successive lamellae, although they do
sometimes branch and divide. There is no decrease in the number of pores with
age, but a proportion are filled with connective tissue, probably due to loss of
axons [16-18]. The lamellae are anchored peripherally to the sclera, centrally
to the connective tissue envelope of the central retinal vessels and posteriorly
to the septa of the retrolaminar optic nerve [19,20]. The anterior surface of
the
lamina is shaped like a saddle, with the nasal and temporal regions more
anterior than the superior and inferior [19,20].
The blood supply to the optic nerve is somewhat complex, but important to
understand since it is hypothesized to play a role in glaucoma. Unlike the
retina and the superficial layer of the optic nerve, the arterial supply to the
LC is from the short posterior ciliary arteries (SPCAs) that penetrate the
sclera. Vascular casting studies have shown that there are no capillary beds
between the optic nerve and the peripapillary choroid, with only small arterial
and venous connections present. Arterial flow is away from this peripapillary
region, flowing toward either the choroid or the optic nerve. This has led to
the concept of the peripapillary region being a low flow area compared to the
rest of the choroid, and thus it has been postulated that a "peripapillary
watershed zone" exists that may be prone to localised ischemia [6,9]. When
combined with the vertically oriented "watershed zones" of Xxxxxx [7,8], the
superior and inferior temporal regions of this peripapillary zone would be
particularly vulnerable to ischemic damage [6].
Despite many years of research, we still do not understand the initial insult
that leads to the development of glaucoma. Several theories have been proposed
and debated:
o The mechanical theory hypothesizes that elevated IOP deforms (stretches)
the LC, leading to several effects. First, it causes misalignment of pores
between lamellae, which in turn causes kinking and distortion of nerve
fibre bundles as they traverse the LC. Second, LC deformation may alter
local cellular function. This hypothesis is consistent with histologic and
other studies showing that elevated IOP causes retrograde bowing of the LC
[21-25], can disrupt the organisation of the LC [26-28], and that there is
decreased connective tissue density in the superior and inferior poles of
the optic nerve head [29,30]. The latter observation correlates with
clinical findings that the arcuate bundles that enter the optic nerve head
at the superior and inferior poles are usually first affected in glaucoma
[31-41]. In this theory, differences in the rigidity of the LC are thought
to account for differences in susceptibility to IOP-induced damage. In
other words, individuals with "weak" laminas, or more specifically with
weak regions within their LC, are at increased risk of optic neuropathy due
to elevated IOP.
o The vasogenic theory proposes that glaucomatous optic neuropathy is due to
insufficient vascular perfusion at the level of the LC, resulting in
ischemic injury. Inadequate autoregulatory function in the branches of the
SPCAs supplying the laminar region, complications in the haemodynamics
between the peripapillary choroidal flow and the anterior ON flow [6], or
other haemotologic factors could then account for differences in
susceptibility to IOP-induced damage (for recent reviews see [6,8,9,42]).
In the absence of conclusive proof it seems reasonable to presume that optic
neuropathy is due to a combination of these mechanisms. It is also possible that
such effects could interact; for example, mechanical deformation of the LC could
lead to ischemia due to distortion of capillary beds or raised IOP could cause
localised hypo-perfusion in the "peripapillary watershed zone". As summarised by
Xxxxxxxx [3], "the jury is still hung" as to whether connective tissue damage,
microvascular damage, or both, are primary pressure-induced changes in
glaucomatous optic neuropathy. In summary, a variety of mechanisms play a role
in the development of glaucomatous optic neuropathy; these mechanisms have not
been definitively identified, but likely include ischemia and IOP-
induced deformation of the lamina cribrosa leading to an altered mechanical
environment within this tissue.
1.2 ROLE OF ASTROCYTES IN GLAUCOMA
Although debate regarding the initial insult remains unresolved, our
understanding of the early cellular changes associated with glaucoma has
improved substantially over the last decade. Based on animal models and study of
postmortem human tissue, the evidence suggests that retinal ganglion cell (RGC)
death in GLAUCOMA OCCURS BY APOPTOSIS [43-51]. An important event in the
sequence leading to apoptosis is the transformation of type 1(beta)
astrocytes from a quiescent to a reactive state (for recent and extensive
reviews see [52-55]) and the subsequent remodelling of the LC.
Astrocytes are the predominant cell type in the optic nerve, e.g. they make up
approximately 50% of the prelaminar region of the optic nerve [56]. They are
among the first cell type to respond to injury, and they play an essential role
in the mechanical and metabolic support of the optic nerve axons. For example,
astrocytes help form the inner limiting membrane, the thin coat surrounding the
optic nerve and the fasciculi or bundles of axons. Furthermore, the capillaries
that support the axons within these bundles are found within surrounding
astrocytec columns [56,57]. The astrocytes often end as footplates forming
sheaths around the capillaries, indicating the close relationship between
astrocytes and the vascular supply. In fact, the close inter-relationship
between astrocytes, capillaries, and connective tissue elements of the LC
implies that astrocytes have the potential to sense and respond to local
mechanical effects and ischemia. Astrocytes thus represent a natural pathway
through which changes in the LC can affect the function of optic nerve axons and
ultimately lead to RGC death by apoptosis followed by the development of
glaucomatous optic neuropathy.
2. TIME LINE AND OBJECTIVES - IN BRIEF.
The following briefly summarizes a time line and explanation of objectives as
laid out in a meeting between Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx
and Xxxxxxxxx Xxxxxx (April 17, 2002). Detailed protocols will be prepared
through meeting between Xxxxxxxx Xxxxxxxx and Xxxxxxxxx Xxxxxx to start Monday
April 22, 2002.
2.1 OUTLINE OF LABORATORY OBJECTIVES.
2.1.1. CULTURE OF PURCHASED FETAL BRAIN ASTROCYTES
Astrocytes will serve as a model for retinal ganglion cells and allow us to
establish "proof of principle". Culture of these cells has already been started
and we have considerable experience in handling these cells. Unfortunately, we
have used our entire stock of cells and thus require the purchase of a new vial
of stock cells. For purposes of efficiency and optimum behaviour, these new
cells will be subcultured over three successive passages. At which time, We will
characterize the action of these cells (based on cytokine stimulation) to verify
their actions are analogous to cells in the optic nerve head. Characterization
is based on antibody surface staining to selected markers and the ability
to induce the expression of TGF(beta)2 and iNOS. Expected time line = 7 - 10
weeks (cells grow very slowly and require several passage prior to
experimentation).
Once characterized, apoptosis inducement and characterization will be carried
out under direction and guidance with the Xxxxxxxx Lab. Once pattern of
apoptosis has been established, astrocytes will be stably transfected with
anti-sense oligo, and a second set of apoptosis experiments will be conducted.
2.1.2. ESTABLISHMENT OF RETINAL GANGLION CELL (RGC) LINES
Starting week of April 22, procedures/protocols will be established to
facilitate RGC cell culture.
Human eyes will be purchased from a facility in the US - 2 pairs of eyes will be
purchased - 1 set from a person clinically diagnosed with glaucoma and the other
set pathology free. From these eyes, the optic nerve will be dissected and from
that a mixed cell population will be isolated and seeded. Via a variety of
culture-selection procedures, RGC enriched populations will be established
(ultimately we will be able to, using antibody staining for cell surface
markers, verify that our cultures are 95% enriched for RGCs). The expected time
line for the establishment of these cell lines is difficult to judge - the cells
grow very slowly and in truth are quite difficult to establish. However, we are
confident that with the combined expertise of the two Waterloo Labs plus
contacts that we have with the Departments of Ophthalmology at both Dalhousie
University and the University of Toronto, we should be able to establish the RGC
cell lines within six - eight months of starting (thus by the end of October -
December).
Once established, the RGC cells will undergo apoptosis induction,
characterization, transfection and "testing" to assess the efficacy of the
transfection.
It is anticipated that these two sets of experiments will provide sufficient
data (along with all the Xxxxxxxx Lab results) to support the next potential
phase of experiments, which would involve the design and testing of a
therapeutic formulation.
2.2. DIVISION OF LABOR.
In terms of division of labor, all cell lines will be established in
Xxxxxxxx/Xxxxxxxx Labs. Once established, Xxxxxxxx and Xxxxxxxxx will establish
which location is best suited for each procedure. Experiments will be conducted
by Xxxxxxxx Xxxxxxxx, Xxx Xxxxxxxx (1/2 time technician in Xxxxxxxx/Xxxxxxxx
Lab), Xxxxxxxxx Xxxxxx and additional support from the Xxxxxxxx Lab if required.
2.3. BUDGET.
-----------------------------------------------------------------------------------------
Item Cost
($ Can)
-----------------------------------------------------------------------------------------
Support of 1/2 of Research Assistant for 1 year (May 1 2002 - May 1 2003) 25 000
to be employed in the Xxxxxxxx/Xxxxxxxx Lab. This person (Xxx Xxxxxxxx)
is already working with us and has 25 years of cell culture experience. 1/2
her salary + benefits
-----------------------------------------------------------------------------------------
Purchase of 1 vial of astrocytes (Cambrex Life Sciences - cat CC 2565) 900
-----------------------------------------------------------------------------------------
Purchase of required astrocyte cell culture media and subculture reagents 2 600
(Cambrex Life Sciences - cat CC 3186 and CC 5034)
-----------------------------------------------------------------------------------------
Purchase of two pairs of human eyes for preparation of RGC cultures 750
-----------------------------------------------------------------------------------------
Purchase of required cell culture media, subculture reagents, cell surface 5 000
marker antibodies
-----------------------------------------------------------------------------------------
General lab supplies, culture materials .... 5 000
-----------------------------------------------------------------------------------------
Miscellaneous 3 000
-----------------------------------------------------------------------------------------
Total 42 225
-----------------------------------------------------------------------------------------
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15. Xxxxxxxx-Xxxxxxxx LA, Xxxxxxx XX, Xxxxx ME et al. Number of ganglion cells
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17. Hernandex MR, Luo XX, Andrzejewska W, et al. Age-related changes in the
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20. Xxxxxx XX. The optic nerve head circulation in health and disease. Exp Eye
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22. Xxxxxx XX, Ogura Y. The relation between glaucomatous damage and optic
nerve head mechanical compliance. Arch Opthalmol 1989;107:1232-4.
23. Xxxxxxx AL, Xxxxxxx XX, Xxxxxx S, Xxxxxxxxxxxx MS. Displacement of the
optic nerve head by acute changes in intraocular pressure in monkey eyes.
Ophthalmol 1991;98:37-40.
24. Xxxx XX, Xxxxxx XX. Displacement of optic nerve head in response to
short-term intraocular pressure elevation in human eyes. Arch Ophthalmol
1984;102:782-6.
25. Xxxx XX, Xxxxxx XX, Xxxxxx XX. Displacement of the optic nerve head:
response to acute intraocular pressure elevation in primate eyes. Arch
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26. Xxxxx XX. The lamina cribrosa in normal and glaucomatous human eyes.
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Ophthalmol 1981;99:635-49.
28. Xxxxxxx XX. Morphological changes in the lamina cribrosa correlated with
neural loss in open-angle glaucoma. Am J Ophthalmol 1983;95:673-81.
29. Xxxxxxx XX, Xxxxxxx XX. Regional differences in the structure of the lamina
cribrosa and their relation to glaucomatous optic nerve damage. Arch
Ophthalmo11981;99:137-43.
30. Radius RL, Ganzales M. Anatomy of the lamina cribrosa in human eyes. Arch
Ophthalmol 1981;99:2159-62.
31. Xxxxx XX, Xxxxxxxxx MC, Xxxxxxx J. Pattern of glaucomatous neuroretinal rim
loss. Ophthalmol 1993;100:63-8.
32. Tuulonen A, Xxxxxxxxxx XX. Initial glaucomatous optic disc and retinal
nerve fiber layer abnormalities and their progression. Am J
Ophthalmo1 1991;111:485-90.
33. Xxxxxx XX. Cup/disc ratio in early open-angle glaucoma. Doc Ophthalmol
1969;26:526-33.
34. Xxxxxx B. Cupldisc ratio and topical corticosteroid testing. Am J
Ophthalmol 1970;70:681-5.
35. Xxxxxx RE, Xxxxxxxx DR. Clinical recognition of glaucomatous cupping. Am J
Ophthalmol 1973;75:442-54.
36. Gloster J. Vertical ovalness of glaucomatous cupping. Br J Opthalmol
1975;59:721-4.
37. Xxxx XX Jr, Yablonksi M, Kass MA, Xxxxxx B. Quantitative visual field and
optic disc correlates early in glaucoma. Arch Ophthalmol 1978;96:2209-11.
38. Radius RL, Xxxxxxxx XX. Optic atrophy and glaucomatous cupping. Am J
Ophthalmol 1978;85:145-53.
39. Xxxxxxxxx J, Xxxxx XX. Baring of the circumlinear vessel; An early sign of
optic nerve damage. Arch Ophthalmol 1980;98:865-9.
40. Xxxx PH, Camps F, Xxxxxxxxx-Xxxxx J, et al: Biometric study of the disc cup
in open-angle glaucoma. Graefes Arch Clin Exp Ophthalmol 1982;218:70-4.
41. Xxxxxxxx XX, Xxxxxxxx DR. The mode of progressive disc cupping in ocular
hypertension and glaucoma. Arch Ophthalmol 1980;98:490-5.
42. Xxxxxxxx DA. Optic nerve blood flow. In: Optic Nerve in Glaucoma. Eds:
Xxxxxx XX, Xxxxxxxx DA. Xxxxxx, Amsterdam/New York. 311-31.1995.
43. Xxxxxx-Xxxxxxxxxx E, Shareef S, Xxxxx J et al. Programmed cell death of
retinal ganglion cells during experimental glaucoma. Exp Eye Res.
1995;61:33-44.
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Retinal ganglion cell death in experimental glaucoma and after axotomy
occurs by apoptosis. Invest Ophthalmol Vis Sci. 1995;36:774-786.
45. Xxxxxxx XX. Ganglion cell death in glaucoma: Pathology recapitulates
ontongeny. Aust N Z Ophthalmol. 1995;23:85-91.
46. Xxxxxx XX, Xxxxxxxxxx D, Xxxxxx XX, Xxxxx XX, Xxxxxx MA. Elevated glutamate
levels in the vitreous body of humans and monkeys with glaucoma. Arch
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monkey optic nerve. Arch Ophthalmol. 1969;82:506-530.
EXHIBIT B
ACKNOWLEDGEMENT OF EMPLOYEES AND RESEARCHERS OF THE
UNIVERSITY OF WATERLOO
In consideration of the substantial benefits that I have or will continue to
receive as an employee and/or researcher of the University of Waterloo, and as a
condition to being able to participate in the project described in the Research
Agreement executed between Senesco Technologies, Inc. ("Senesco") and The
University of Waterloo ("Waterloo"), effective as of May 1, 2002, I hereby agree
to be bound to the confidentiality and nondisclosure provisions set forth as the
obligations required of the University of Waterloo pursuant to the Agreement as
if I were a signatory to such Agreement. I acknowledge and agree that any
inventions or rights which may be protectable under intellectual property law
developed, created, or conceived of by me (either in whole or in part) within
the Scope of Work, as defined in the Research Agreement, shall be owned solely
by Senesco, and I hereby agree to take any actions requested by Senesco in order
to more fully vest title in the same in Senesco as required by such Agreement.
/s/ Xxxx Xxxxxxxx
-------------------------
(Employee Name)
/s/ Xxxx Xxxxxxxx
-------------------------
(Signature)
