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EXHIBIT 10.38
RESEARCH COLLABORATION AGREEMENT
between Islenskar hveraorverur ehf., Xxxxxxxxxxx 000, Xxxxxxxxx, Xxxxxxx,
National ID No 620698-2379, and Islensk erfdagreining ehf, National ID No
691295-3549, Xxxxxxxxx 0, 000 Xxxxxxxxx, Xxxxxxx, both companies incorporated
under the laws of Iceland.
1. PRELIMINARY STATEMENTS
1.1. Islensk erfdagreining (IE) operates an advanced, high-throughput genotyping
laboratory and DNA sequencing facility and possesses the infrastructure and
expertise necessary to generate, store and analyze vast amounts of genetic
information,
1.2. Islenskar hveraorverur ehf. (IH) has an extensive experience in thermophile
research.
1.3. For the past 2 years IH and deCODE have been jointly engaged in research
collaboration ("Collaboration") in the field of discovery of novel enzymes and
other useful compounds derived from thermophilic organisms. Specifically, the
focus of the work has been on 2 research projects, i.e. long-range thermostable
DNA polymerases and resolvases for enzymatic mutation detection, which are
described in Appendix A in more detail.
1.4. The company Islensk natturuefni ehf. (IN) and IE have collaborated to
discover new and useful compounds from lichens for therapeutic purposes. By the
decision of shareholders of IH and IN, these companies will merge under the name
of IH.
1.5. In 1999 a provisional patent application was filed with the United States
Patent and Trademark Office, claiming novel nucleic acids and polypeptides from
a thermophilic bacteriophage, and uses thereof, invented jointly by employees of
IH and IE.
2. RESEARCH FUNDING AND PROJECTS.
As of year end 1999, IE had provided a total of USD 593.955 in research funding
for both IH and IN. IE will continue to provide USD 100.000 in research funding
per quarter for the Collaboration, according to quarterly operating and finance
plans that must be accepted in advance by IE. The parties have decided to expand
the Collaboration to include research on lichens and may decide to expand it to
other research projects.
3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.
The parties agree that IE will own all patents, research data and other
intellectual property rights relating to the Collaboration, that have been
created and will be created during the term of this agreement. IH undertakes to
assign and have its employees assign all patent rights to IE.
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4. TERM AND GOVERNING LAW.
This agreement will remain in force until terminated by either party. Either
party may terminate this Agreement upon 90 days written notice to the other
party. This agreement shall be construed and governed by Icelandic law.
Reykjavik, December 28, 1999.
On behalf of Islensk erfdagreining ehf.
Xxxx Xxxxxxxxxx [SIGN]
Xxxx Xxxxxxxxxx
On behalf of Islenskar hveraorverur ehf.
Xxxxx Xxxxxxxxxxxx [SIGN]
Xxxxx Xxxxxxxxxxxx
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Appendix A.
AIM OF PROJECT 1: LONG-RANGE THERMOSTABLE DNA POLYMERASES
A major possibility lies in the development of thermophilic DNA polymerases for
accurate long-range PCR and long-range sequencing. Accurate in vitro synthesis
of long tracts of DNA as templates for sequencing and diagnosis is also an
attractive technique which is likely to gain wide acceptance. Thermophilic
counterparts of phage T7 DNA polymerase are likely to exhibit greater
processivity and fidelity than Taq DNA polymerase and other currently available
PCR enzymes. Through specific PCR-based gene fishing methods IT will discover a
range of new DNA polymerases that will be tested by deCODE for their in-house
applications.
AIM OF PROJECT 2: RESOLVASES FOR ENZYMATIC MUTATION DETECTION
Resolvases from mesophilic bacteriophages can recognize a single base mismatch
and subsequently cut one DNA strand. This property could be used as a basis for
improved and rapid mutation detection. Thermostable resolvases would allow more
stringent conditions and therefore more accurate recognition of the mismatches.
Currently no thermostable resolvase is known but thermophilic bacteriophages
such as those IT is working on are the most likely source. IT will select such
thermophilic bacteriophages and sequence their genomes (totally or in part) to
seek enzymes that can be used for mutation and SNP detection. The enzymes will
be cloned, produced and handed over to deCODE for testing in their in-house
applications.
