Date 1/1/2000 Exhibit 10.17
INSTITUTE OF BONE AND JOINT RESEARCH
ROYAL NORTH SHORE HOSPITAL
-and-
GEMINI RESEARCH LIMITED
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COLLABORATION AND LICENCE AGREEMENT
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Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission
THIS COLLABORATION AND LICENCE AGREEMENT is made on _____________ 2000
BETWEEN:
(1) INSTITUTE OF BONE AND JOINT RESEARCH, Royal North Shore Hospital St.
Leonards, New South Wales, Australia 2065 (the "Institute"); and
(2) GEMINI RESEARCH LIMITED, incorporated in England with company number 31003
whose registered office is at 162 Science Park, Milton Road, Cambridge
CB4 OGH ("Gemini").
WHEREAS:
(A) Gemini is a biotechnology-based company whose principal objective is the
discovery and characterisation of genes involved in certain common chronic
diseases, including osteoporosis.
(B) Gemini is desirous of retaining the services of the Institute and
Investigator (as defined below) to assist Gemini both as a resource
collaborator and in structuring and co-ordinating Gemini's programme
involving initially musculo-skeletal diseases with the intention of
extending the research into other disease areas.
(C) The Institute has agreed to (i) procure that the Investigator will provide
Gemini with the assistance referred to in (B), and (ii) grant Gemini and
exclusive licence to use the Works.
(D) The parties have agreed to enter into this Collaboration and Licence
Agreement to regulate the arrangements referred to in Recitals (B) and (C).
NOW IS HEREBY AGREED
1. DEFINITIONS
1.1 The expressions used in this Agreement shall have the following meanings:
"Agreement" means this agreement and its attached Schedules, together with
any letters or other agreements subsequently signed by both parties for the
purpose of amending or modifying this agreement in accordance with its
provisions for so doing.
"Commencement Date" means 1st day of January 2000.
"Confidential Information" means all information, data and experience of an
operational, technical, business or scientific nature relating to the Works
whether supplied to or obtained by the parties in written form, as a
recording
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or oral conversations and includes, without limitation, business secrets,
trade secrets or any other information concerning the business, finances,
any dealings, transactions or affairs of Gemini or the Gemini Group or any
client, customer or supplier of Gemini or the Gemini Group whether supplied
to or obtained by the parties in written form or as a recording or oral
conversation, but excludes:
(i) information which is now or has become part of the public domain in
other ways than by faults, acts or omissions of the parties; or
(ii) information which the parties can show was in their possession prior
to the time of receipt from the other party; or
(iii) information which is now or has come lawfully into the possession of a
party from and independent party who is entitled to divulge it and who
is not under and obligation of confidentiality and in the case where
the Institute is the recipient of the Confidential Information the
supplier is neither the investigator nor a member of the Gemini Group.
"Investigator" means Xxxxxxxxx Xxxxxx Xxxxxxxx and employees of the
Institute assisting him in the performance of the Institute's obligations
under this Agreement.
"the Works" shall mean all data, studies, reports, results and other
information (including DNA) or inventions whether patentable or not
produced or obtained by the Institute and the Investigator either
individually or in conjunction with third parties or derived howsoever
therefrom and which is funded or derived from funding provided by Gemini as
envisaged in this Agreement in each case, including but not all limited to
all abstracts, articles and other written materials relating to such
research together with all modifications, improvements and amendments
thereto.
"Gemini Future Works" shall mean all data, studies, reports, result and
other information (including DNA) or inventions whether patentable or not
produced or obtained by Gemini as a result of any genotyping, phenotyping
or other work carried out by any person other than the Institute or the
Investigator on relation to or in connection with the Works which is not
conducted at the Institute. This shall include, but not be limited to all
abstracts, articles and other written materials relating to such genotyping
and phenotyping together with all modifications, improvements and
amendments thereto.
"Gemini Group" shall mean Gemini and any company (i) which is a subsidiary
company of Gemini or (ii) which is a holding company of Gemini, or (iii)
which is a subsidiary of such holding company and "holding company" and
"subsidiary company" shall have the meanings given to them by Section 9 of
the Corporations Law (Commonwealth).
"Licence" shall mean the licence granted by the Institute to Gemini under
this Agreement in respect of the Works.
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"Service Level Agreement" shall mean the Service Level Agreement between
the Investigator and Gemini as attached in Schedule 1 to the Agreement and
the Study Protocol referred to therein.
1.2 Words denoting the singular shall include the plural and vice versa; words
denoting any gender shall include all genders; words denoting persons shall
include corporations and vice versa.
1.3 Reference to any statute or statutory provision includes a reference to
that statute or statutory provision includes a reference to that statute or
statutory provision as from time to time amended, extended or re-enacted.
1.4 The headings in this Agreement are inserted for convenience only and shall
not affect the construction hereof.
1.5 Unless otherwise stated a reference to a Clause or a Schedule is a
reference to respectively a clause in or a schedule to this Agreement.
2. APPOINTMENT
2.1 Gemini hereby appoints the Institute as its resource collection
collaborator, during the term of this Agreement, to recruit individuals as
provided in the Service Level Agreement.
3. INVESTIGATOR
3.1 The Institute shall appoint the Investigator to co-ordinate Gemini
programme relating to osteoporosis research including, without limitations,
to:
(a) provide advice on the direction of Gemini's programme;
(b) to be responsible for co-ordinating and implementing the performance
of the obligations of the Institute under Clause 2; and
(c) otherwise act on behalf of the Institute for the purpose of all
dealings with Gemini arising under this Agreement.
4. PERIOD OF APPOINTMENT, FEES AND GUARANTEE
4.1 The appointment shall commence on the Commencement Date and, subject to
Clause 10 shall continue for an initial fixed period of two years expiring
on the second anniversary of the Commencement Date. If Gemini wish to
extend the appointment for a further year or subsequent years it shall give
to the Institute not less than six months prior written notice.
4.2 Gemini shall pay fees as detailed in the Service Level Agreement.
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4.3 the Institute shall defray all other expenses of and incidental to the
provision of its services under the Agreement.
5. GRANT OF RIGHTS
5.1 The Institute hereby grants to Gemini an exclusive and perpetual worldwide
licence to use, publish, comment on, sub-licence or otherwise deal in the
Works on the terms set forth out in this Agreement.
5.2 The Institute and Gemini understand and agree that the Investigator may use
the Works for any non-commercial research incidental to the performance of
the duties of the Investigator in the Investigator's capacity as a
scientist, but not otherwise. No other person within the Institute or
otherwise shall be permitted to use the Works.
5.3 The Institute (through the Investigator) may publish the Works only with
prior written consent of Gemini (such consent not to be unreasonably
withheld) provided that, in each instance, (i) the Institute first provides
Gemini with full copies of the Works desired to be published (including any
abstracts or summaries) accompanied by a request to permit publication (the
data upon which Gemini receives notice thereof, the "Request Date") and,
(ii) if the consent of Gemini is not given within 4 weeks of the Request
Date, the Institute may publish the Works in question without the consent
of Gemini at any time following the expiry of the 3 month period commencing
on the Request Date. Nothing in this Clause negates the exclusions listed
on the definition of "Confidential Information" as they relate to the
Works.
5.4 Forthwith upon execution of this Agreement the Institute shall keep the
Works solely and exclusively to the order and or the benefit of Gemini
pursuant to the terms of this Agreement. The Institute shall take all
necessary action to safeguard the Works and shall supply Gemini with such
copies of the Works which practically may be reproduced promptly at the
reasonable request of Gemini made from time to time. The requirement for
the Institute to maintain the samples on behalf of Gemini will be reviewed
on the third anniversary of the Termination Date and each subsequent third
anniversary date and continuance of storage will be evidenced by the
written agreement of the parties.
5.5 Gemini shall be entitled to exploit the Works for its own purposes and the
Institute undertakes to take all action necessary to enable Gemini to so
exploit the Works including applying for patent or any such other
protection as Gemini may require for all or any part of the Works at such
times and in such manner as Gemini may require at Gemini's expense.
6. CONFIDENTIALITY
6.1 Without prejudice to their respective common law rights and subject to
Clause 5 of this Agreement, during the term of this Agreement and for a
period of five years thereafter, the Institute undertakes:
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(a) to procure that the Investigator shall not except in the proper course
of the Investigator's duties under this Agreement, use or disclose any
Confidential Information.
(b) not to use or disclose Confidential Information except in the proper
course of the performance of this Agreement by the Institute.
6.2 All notes, memoranda, records, tapes, discs, writings and designs of any
member of the Gemini Group made or received by the Institute or the
Investigator relating to the business of any member of the Gemini Group
shall be and remain the property of the relevant member of the Gemini Group
and shall be handed over by the Institute or the Investigator (as the case
may be) to Gemini from time to time on demand and, in any event, upon the
termination of the Appointment.
6.3 The Institute shall not and shall procure that the Investigator shall not
at any time during or after the termination of the Appointment make or
cause to be made untrue or misleading statement in relation to Gemini or
any member of the Gemini Group nor, in particular, after the termination of
the Appointment represent itself or himself (as the case may be) as being
still connected with the Gemini Group.
7. OTHER BUSINESS AND PUBLICATIONS
7.1 The Institute shall use its best endeavours to ensure that the Investigator
shall not have a financial interest or advise or act as Investigator to any
business or be involved in any other projects relating to osteoarthritis
and osteoporosis, save for consultancies and projects and any renewals of
such consultancies and projects in which the Investigator is already
involved as at the date of this Agreement and which have been disclosed in
writing to Gemini.
7.2 The Institute shall not and shall use its best endeavours to procure that
the Investigator shall not knowingly enter into any research contracts with
third parties conferring rights of commercial exploitation in or to the
order or direction of such persons or undertake any research work sponsored
by third parties conferring rights of commercial exploitation on or to the
order or direction of such persons after the date if this Agreement which,
in the case of the Investigator, compete or conflict with the interest of
Gemini, and in the case of the Institute, involve or relate to the Works.
8. PROVISION OF FACILITIES
8.1 The Institute shall provide the Investigator with full access to the Works
and with all necessary facilities for the Investigator to enable the
Institute to perform its duties hereunder.
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9. WARRANTIES AND UNDERTAKINGS
9.1 The Institute undertakes, warrants and represents to Gemini in respect of
itself and the Investigator, to the best of its knowledge having made all
reasonable enquiries, that:
(a) the Works shall be the sole and original creation of the Institute and
that it is and will be at all times the sole owner of all copyright
and all other rights in the Works to this end where the Works have
been created in conjunction with a third party (from whom the
Institute has taken or will have taken prior to their creation an
assignment of all rights the Investigator may have in the Future
Works);
(b) neither the Institute nor the Investigator has granted a licence of
the Works to any third party and that neither the Institute nor the
Investigator has assigned all or any part of the same to a third
party;
(c) the use of the Works and Gemini's use of the same will not infringe
the rights of third parties;
(d) neither the Institute nor the Investigator has and shall have
contractual or proprietary interest in the DNA samples;
(e) neither the Institute nor the Investigator has and shall have
contractual proprietary interest in the Gemini Future Works;
(f) all samples recruited or referred to in the Service Level Agreement
have and shall have no subsisting contractual or proprietary interest
in data or materials collected on or provided by the team in
accordance with this Agreement and the Service Level Agreement or
waivers have been or will be obtained from all recruits which are
expressed to waive any such rights.
(g) It has obtained and shall obtain all and any necessary ethical and
medical approvals in connection with the performance of its
obligations under this Agreement and the Service Level Agreement from
all relevant authorities, and
(h) It has full authority to enter into this Agreement and perform all of
the obligations hereunder and under the Service Level Agreement, and
that the entry into, and performance by the Institute of, this
Agreement does not and will not violate in any respect any law or
regulation or any agreement to which it is a party.
9.2 Gemini warrants to the Institute that it has full authority to enter into
and perform all of its obligations under this Agreement and the Service
Level Agreement and that entry into and performance by Gemini of, this
Agreement does not and will not violate in any respect any law or
regulation binding on it.
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10. TERMINATION
10.1 This Agreement shall commence on the Commencement Date and shall continue
as envisaged in Clause 4 unless otherwise terminated in accordance with
this Clause 10.
10.2 Either party may terminate this Agreement forthwith by sending a written
notice to the other if:
(a) that other commits a material breach of its obligations under this
Agreement and, in the case of a breach capable of remedy such breach
is not remedied within 20 days of that other party being specifically
required to do so:
(b) that other ceases to pay it debts or becomes insolvent within the
meaning of section 922 of the Corporations Law (Commonwealth).
WITHOUT PREJUDICE to the generality of the foregoing, the Institute shall
be in material breach if the yearly number of individuals referred to in
the Service Level Agreement is not collected in the relevant year; or the
facilities provided by the Institute for the purpose of Clause 8.1 shall
fail to be of a standard quality or undertake the Works efficiently.
10.3 Any termination of this Agreement shall be without prejudice to any rights
for liabilities of the parties, which have accrued on or before the date of
termination.
10.4 Any termination of this Agreement shall (subject to Clauses 10.5 and 10.6)
have the following effect:
(a) Clauses 5.5, 6 and 9 shall remain in force and effect.
(b) Clause 5.3 shall terminate immediately;
(c) The License contained in Clause 5.1 shall become non-exclusive but
shall otherwise continue in full force and effect; and
(d) any equipment provided by Gemini to the Institute shall be immediately
delivered (at Gemini's cost) to such place(s) as Gemini may direct.
10.5 In the event that Gemini pursuant to Clause 10.2 terminates this Agreement
the provisions of Clause 11 shall survive notwithstanding such termination.
10.6 In the event that this Agreement is terminated by the Institute pursuant to
Clause 10.2 the provisions of Clause 11 shall not survive such termination
and
(a) all fees or expenses already paid to the Institute shall remain the
property of the Institute and Gemini shall make no claim in respect
thereof;
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(b) Gemini shall pay to the Institute all fees due and unpaid as at the
date of termination; and all outstanding salary commitments of the
Institute to staff employed or engaged by the Institute for the
purpose of performing the Institute's obligations under this agreement
provided that the Institute shall use its best endeavours to reduce
and mitigate those salary commitments including, if appropriate,
terminating those employments or engagements.
11. POST-TERMINATION COVENANTS
11.1 Within this Clause 11, the following words shall have the following
meanings
"Competitive Business" shall mean any business or activity carried on by
Gemini or any Gemini Group at the Termination Date in which the
Investigator shall have been directly concerned at any time in the Contact
Period;
"Contact Period" shall mean the 12 month period ending with the Termination
Date;
"Customer Connection" shall mean any person, firm, company or other
organisation who was at any time in the Contact Period a customer, licence
or supplier of or otherwise connected to Gemini or any other Gemini Group;
"Skilled Employee" shall mean any person who was;
(i) employed by Gemini or any other Gemini Group; or
(ii) contracted to render services to Gemini or any other Gemini Group,
in design, financial, technical or managerial work during the Contact
Period and who was so engaged or contracted on the Termination Date:
"Termination Date" shall mean the date of termination of the Institute's
appointment under this Agreement; and
"Territory" shall mean Australia, the United Kingdom and the United States
of America.
11.2 The Institute shall procure that the Investigator shall not during the
period of 12 months after the Termination Date, directly or indirectly,
either on its or her own account or otherwise, canvas, solicit or carry on
and business relating to the Works or the Future Works or the Gemini Future
Works from any Customer Connection with whom the Investigator shall have
had material dealings in the Contact Period in the course of her
engagement.
11.3 The Institute shall not and shall procure that the Investigator shall not
during the period of twelve months after the Termination Date:
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(a) offer employment or an engagement to any Skilled Employee with whom it
has had material dealings during the term of this Agreement; or
(b) directly or indirectly induce any Skilled Employee with whom it has
had material dealings during the term of this Agreement to leave
Gemini's employment (or the employment of the relevant Gemini Group,
as the case may be) whether or not this would be a breach of contract
on the part of the Skilled Employee.
11.4 The Institute shall not and shall procure that the Investigator shall not,
during the period of 12 months after the Termination Date, carry on or be
interested in Competitive Business in competition with Gemini in the
Territory whether as principal, agent, director, partner, proprietor,
employee or otherwise.
11.5 The Institute recognises that the covenants and restrictions contained in
this Clause 11 are for the benefit of Gemini and any member of the Gemini
Group carrying out, participating in or contributing to the Works, the
Future Works and the Gemini Future Works
11.6 The restrictions contained in this Clause 11 are intended to be separate
and severable. In the event that any of the said restrictions shall not be
held void, but would be valid of part of the wording thereof were deleted,
such restriction shall apply with such deletion as may be necessary to make
it valid and effective.
12 NOTICES
12.1 Any notice, request or other document to be given under this Agreement
shall be in writing and shall be deemed fully given:
(a) if left at or sent by (i) prepaid first class post or airmail or
(ii) telex or (iii) facsimile transmission, or (iv) other means of
telecommunication in permanent writing from to the address shown on
the face hereto or to such other address and/or number as either party
may by notice to the other expressly substitute thereof, and
(b) when in the ordinary course of the means of transmission, it would
first received by the addressee in normal business hours.
12.2 In proving the giving of a notice it shall be sufficient to prove that the
notice was left or that the envelope containing such notice was promptly
addressed and despatched or, as the case may be, electronically
acknowledged.
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13 ANCILLARY PROVISIONS
13.1 Partnership
Nothing in this Agreement shall create or be deemed to create or evince a
partnership or the relationship of principal and agent or the relationship
of employer and employee between the parties.
13.2 Assignment
Neither party shall assign, encumber or dispose of any of its rights and
obligations under this Agreement without the prior written consent of the
other party which shall not be unreasonably withheld PROVIDED that Gemini
shall at all times with notice to the Institute, be entitled to assign
and/or transfer all of its rights and/or obligations under this Agreement
to a Gemini Group Company.
13.3 Severability
If any part of this Agreement is found by court or other competent
authority to be invalid, unlawful or unenforceable then such part shall be
severed from the remainder of this Agreement which shall continue to be
valid and enforceable to the fullest extent permitted by law.
13.4 Waiver
No delay or failure by either party to exercise any of its powers, rights
or remedies under this Agreement shall operate as a waiver of them, nor
shall any single or partial exercise of them. The remedies provided in this
Agreement are cumulative and are not exclusive of any remedies provided by
law.
13.5 Entire Agreement
(a) With the exception of the Service Level Agreement, this agreement
supersedes any agreements made or existing between the parties before
or simultaneously with this Agreement (all of which shall be deemed to
have terminated by mutual consent with effect from the date of this
Agreement) and constitutes the entire understanding between the
parties in relation to the subject matter of this Agreement.
(b) Except as otherwise permitted by this Agreement, no change to its
terms shall be effective unless it is in writing and signed by or on
behalf of both parties.
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14 COVERING LAW AND JURISDICTION
14.1 This Agreement shall be governed by and interpreted in accordance with the
law of New South Wales and the parties hereby submit to the jurisdiction of
the courts and tribunals of New South Wales.
IN WITNESS whereof this Agreement has been executed as a deed and delivered by
the Institute and by Gemini upon the day and year first above written
Signed as a Deed and Delivered by )
GEMINI RESEARCH LIMITED ) /s/ XX Xxxxxxxxx
acting by: )___________________
Director
/s/ [ILLEGIBLE]
___________________
Director
Signed as a Deed and Delivered by )
INSTITUTE OF BONE AND JOINT )
RESEARCH in the presence of: )
Name:
Address:
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SCHEDULE 1
SERVICE LEVEL AGREEMENT
BETWEEN
Xxxxxxxxx Xxxxxx Xxxxxxxx
Institute of Bone and Joint Research
Royal North Shore Hospital
AND
Gemini Research Ltd.
000, Xxxxxxx Xxxx
Xxxxxxxxx
XX0 0XX
Dated:_____________________________
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The Commencement date of this Agreement is the date when the Agreement is signed
by both the Investigator and Gemini Research Ltd.
The Agreement is between Gemini Research Ltd. of 000, Xxxxxxx Xxxx, Xxxxxxxxx,
XX0 0XX (hereinafter referred to as "Gemini")
AND
Xxxxxxxxx Xxxxxx Xxxxxxxx, Institute of Bone and Joint Research, Xxxxx Xxxxx
Xxxxx Xxxxxxxx, Xx. Xxxxxxxx, XXX, Xxxxxxxxx, 0000 (hereinafter referred to as
("Investigator").
WHEREAS:
(A) The Investigator has agreed to collect research data involving twins for
export to Gemini.
(B) Gemini and Investigator have a separate contract that defines the level of
this collaboration.
(C) This Service Level Agreement relates to the study to be conducted by
Investigator entitled: *
1. DEFINITIONS
1.1 "Commencement date" is the date of commencement of the study in the
Institution. The commencement date of the study is January 2000.
1.2 "Ethics Committee" means the Human Research Ethics Committee for the
Institution which is responsible for approving the study protocol.
1.3 "Informed Consent Form" means the consent form to be completed by each
subject.
1.4 "Institution" means the Institute of Bone and Joint Research, Royal North
Shore Hospital.
1.5 "Subject Information Sheet" means the information sheet explaining the
procedure and risks of the study.
1.6 "Study Protocol" means * and dated 15/10/99, including any subsequent
amendments.
1.7 Words importing the singular includes plural and reference to one gender
includes any gender.
1.8 Headings and underlinings are for convenience only and do not affect the
interpretation of this Agreement.
2 TERM OF THIS AGREEMENT
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Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission
2.1 This Agreement covers the period from commencement of the study, for a
period of two years, or until * twins for the project worldwide, have been
recruited, if this occurs earlier than the 2 year period.
3 OBLIGATIONS OF INVESTIGATOR
The Investigator agrees to:
*
(b) Conduct the study in accordance with the protocol, Australian GCRP and ICH
GCP guidelines, the requirements of the Ethics Committee and any reasonable
conditions imposed by Gemini.
(c) Obtain approval to conduct the study from the relevant Ethics Committee of
the Institution and any other Ethics Committee required to provide ethical
approval of the study.
(d) Ensure all Institutional staff members involved in the study are fully
informed of the protocol and the obligations of the Institution and
Investigator.
(e) Obtain from each subject freely given written informed consent prior to
commencement of any study procedures. Provide to the subject a copy of the
approved subject information sheet and signed informed consent form.
(f) Collect accurate data and maintain complete and up to date records during
the study, including questionnaires, test results, all study related
correspondence by the investigator and staff.
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Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission
(g) Provide results of medical tests, as appropriate to the subjects, or their
nominated GP. A copy of the correspondence will be kept on file. All
queries about medical issues will be referred to the Investigator.
(h) Ensure only accredited laboratory facilities are used for timely
measurement of laboratory parameters as outlined in the study protocol.
(i) Store laboratory samples according to Gemini procedures. Maintain a log of
all samples stored for the study. Shipment of samples to Gemini will be
undertaken according to Gemini procedures.
(j) Undertake DNA extraction according to Gemini procedures and maintain a
suitable log of samples stored and shipped to Gemini.
(k) Obtain written approval from the Ethics Committee for any advertisement to
be used for the purposes of subject recruitment prior to placement of the
advertisement.
(l) Comply with all applicable laws, statutes, ordinances and regulatory
requirements in Australia relating to the conduct of the study and all
relevant laws and regulations governing the protection and privacy of
personal data.
(m) Not to transfer the study to another institution without first consulting
with Gemini.
(n) Ensure the Institution has the necessary facilities and staff to conduct
the study and that they will be maintained for the duration of the study.
(o) Conduct the tests required by the protocol, and the questionnaires in
accordance with Gemini procedures. Data collection will be completed within
one week of the subject visit and made ready for Gemini review.
(p) Maintain subject files to include signed consent form, subject contact
details and respective twin details, completed questionnaire, preliminary
questionnaire completed by the subject, source document form, results of
all tests and procedures and completed data query forms.
(q) Export data to Gemini on a monthly basis, according to Gemini procedures.
Data transfer includes electronic transfer of tests results as well as hard
copy transfer of questionnaires and tests results as agreed with Gemini.
(r) Cooperate with Gemini or any person nominated by Gemini in monitoring and
supervising the conduct of the study and ensure access to any records
related to the study.
(s) Maintain all study related records for a period of 15 years after
termination of the study.
(t) If required, allow access to the study related records by Gemini, or its
agents, or any Health Authority, for audit, inspection or examination of
the
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records or facilities of the Institution. Such audit may be undertaken
after the termination of this Agreement.
4. OBLIGATIONS OF GEMINI
(a) Provide advice and information as required to the Investigator and staff on
the study.
(b) Provide detailed information on Gemini procedures that are required by the
Institution to conduct the study.
(c) Monitor and supervise the conduct of the study and ensure adequate
understanding of Gemini procedures and requirements with regard to the
study protocol, data recording and data collection procedures.
(d) Keep accurate records of subject visits, test conducted and payments due.
5. STUDY PAYMENT
5.1 Gemini agrees to pay the Investigator a maximum of * for the study for
the 2 year period 2000 - 2001, subject to clause 5.2 below. The fees are
split into *.
5.2 * Costs for 2001 are subject to satisfactory performance as specified in
this agreement, especially in relation to subject recruitment and data
collection and quality. If the performance target is not achieved in the
year 2000, the * component of the budget for the year 2001 will be
re-negotiated.
5.2 * and * fees are listed in Appendix A to this Agreement and are
duplicated in the tables below. Tests not listed in the table are to be
performed by the research staff without any additional charge.
*
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Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission
*
The schedule of payment will be as follows:
(i) * for the year 2000 will be payable on signing of this Agreement.
(ii) * will be paid on a monthly basis, one month in advance. The
monthly fee for * in 2000 will be *. The monthly fee for * in
2001 will be *.
(iii) * will be paid on work completed. Hence only those * will be
re-imbursed. Payments will be calculated on data transferred
to Gemini and payable quarterly, in March, June, September
and December of each year.
(iv) *.
5.3 Payments will not be made for subjects recruited into the study who are
ineligible (do not meet the inclusion/exclusion criteria).
5.4 *
5.5 Costs for shipment of data and study samples to Gemini will be charged
directly to a Gemini Account, as agreed separately.
6. TERMINATION
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Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission
6.1 Either party shall be entitled to immediately terminate this Agreement at
any time by notice in writing to the other party if the following event
occur.
(a) if a party should commit a breach of this Agreement and should fail to
be unable to remedy the breach within 30 days of receipt of notice
specifying the breach:
(b) if a party goes into liquidation or a provisional liquidator is
appointed to it;
(c) if a party commits an act of bankruptcy
(d) if a party is wound up
7. GEMINI'S ADDITIONAL RIGHT TO TERMINATE
In addition to the rights of the parties to terminate this Agreement pursuant to
Clause 6, Gemini shall have additional right to immediately terminate this
Agreement on written notice to the Investigator if:
(a) Gemini should wish to discontinue the study for commercial reason.
(b) If Gemini had reason to believe the study could not be satisfactorily
completed, including, but not limited to inadequate numbers of twins.
8. OBLIGATIONS OF THE INVESTIGATOR UPON TERMINATION OF THIS AGREEMENT
On termination of this Agreement for any reason whatsoever, the Investigator
shall:
(a) deliver to Gemini all study data, including hard copy and electronic data
which are in the possession of the Investigator at the time of termination.
(b) co-operate with Gemini with a view to bringing about an orderly termination
of the study in the Institution
(c) receive all outstanding monies for work done at the date of termination.
9. OBLIGATIONS OF GEMINI UPON TERMINATION OF THIS AGREEMENT
On termination of this Agreement Gemini shall:
(a) pay or ensure payment to the Investigator of all monies owing as as date of
termination of this Agreement
(b) assist the Investigator and the Institution in an orderly termination of
the study.
10. OWNERSHIP OF DATA
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The Investigator acknowledges and agrees that all rights title and interest to
the data, results and any materials supplied by Gemini to the Investigator in
connection with this study, are the exclusive property of Gemini, together with
any rights and interest to any intervention and all information arising out of
the study. The Investigator will not acquire any intellectual property rights as
a result of this study. The data will be collected by Gemini and exported to the
UK.
11. GOVERNING LAW
This Agreement will be governed and constructed in accordance with the laws of
the NSW, Australia.
12. ASSIGNMENT
This Agreement is between the Gemini and the Investigator and neither shall
sell, assign or transfer any duties, rights or interests created under this
Agreement without prior written consent of the other.
13. ENTIRE AGREEMENT
This Agreement superceded all prior Agreements, arrangements and undertakings
between the parties relating to the matters recited in this Agreement and
constitutes the entire Agreement between the parties.
14. NOTICES
Any notice, demand, consent or other communication under this Agreement must be
addressed to the parties as follows:
(a) Xx. Xxxxxx Xxxxxxxxx
Gemini Research Ltd
000, Xxxxxxx Xxxx
Xxxxxxxxx XX0 0XX
Tel: 00 0000 000000
Fax: 00 0000 000000
(b) Xxxxxxxxx Xxxxxx Xxxxxxxx
Institute of Bone and Joint Research
Xxxxx 0, Xxxxx 0
Xxxxx Xxxxx Xxxxx Xxxxxxxx
Xx Xxxxxxxx XXX 0000
Tel: 00 0 0000 0000
Fax: 00 0 0000 0000
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IN WITNESS whereof this Agreement has been executed by and on behalf of the
Parties:
By: Xx Xxxxxx Xxxxxxxxx
Signed:____________________
Chief Medical Officer,
For and on behalf of
Gemini Research Ltd
Date:_____________________
By: Xxxxxxxxx Xxxxxx Xxxxxxxx
Signed:/s/Xxxxxx Sabrook
--------------------
Institute of Bone and Joint Research
Royal North Shore Hospital
Date: 1/1/2000
---------------------
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