EXHIBIT 10.23
[LOGO] COLLATERAL
THERAPEUTICS
Xxx Xxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
CONFIDENTIAL
March 20, 1998
Xx. Xxxxxx Xxxxxxxx
Executive Director
Veterans Medical Research Foundation
VA Medical Center (151A)
0000 Xx Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Dear Xxxxxx:
Collateral Therapeutics, Inc. (hereinafter "CTI") proposes that this letter
be the written agreement which sets forth the understanding and obligations
of the parties regarding the research conducted by Xx. Xxxx Xxxxxxx in the
field of cardiovascular disease (hereinafter, the "Studies").
1. Xxxx Xxxxxxx, M.D. (hereinafter "Investigator") and the Veterans
Medical Research Foundation (hereinafter "VMRF" or the
"Foundation") agree to utilize their best efforts to conduct the
Studies. Further details concerning the Studies to be performed
will be discussed in confidence by the Investigator with CTI
representatives.
2. The Investigator agrees to comply with the federal regulations
relating to the Animal Welfare Act (7. U.S.C. 2131, et seq) and the
United States Department of Agriculture regulations as set forth in
9 CFR parts 1, 2, and 3.
3. The Investigator will render periodic confidential reports as may be
requested to CTI.
4. In preparation for and during the course of these Studies, it may be
necessary for CTI to disclose to the Investigator or to VMRF certain
technical and business information; all such information, as well as
the results of the research, subject to the restriction in paragraph
#5 of this agreement, is considered to be highly confidential by
CTI. It is understood that VMRF may disclose the amount of this
research funding in any routine disclosure as required by VMRF
policy, but shall not use or disclose the subject matter
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of the research. The Investigator and the Foundation agree to take
all reasonable precautions to prevent disclosure of this and other
confidential information to others and to not use confidential
information without the prior express written consent of CTI. These
restrictions upon disclosure of said information shall extend beyond
the term of this contract for a period of ten (10) years, but shall
cease to apply as to any specific portion of the information which
is or becomes available to the public other than by the Investigator
or the Foundation's fault.
5. The text of any oral or written disclosure of the results of the
Studies shall be submitted to CTI at least sixty (60) days prior to
any and all such disclosures. The Investigator and the Foundation
shall consider any suggestions from CTI concerning said disclosure,
but are not bound to incorporate such suggestions in any oral or
written publications. CTI may request addition of a sponsor's
representative to authorship on documents submitted for publication.
The Investigator and the Foundation agree to delay any such
disclosure of up to six (6) months between notification of CTI and
publication at CTI's request to allow for completion of development
and filing of patent applications.
6. The Investigator and VMRF agree to disclose promptly and fully to an
authorized representative of CTI all ideas, developments and
inventions, whether or not patentable, conceived or reduced to
practice by the Investigator and/or VMRF as a result of the Studies
provided for herein. All of such ideas, developments and inventions
shall be the property of CTI. Accordingly, the Investigator and VMRF
agree to assign outright to CTI the entire right, title and
interest, both in the United States and abroad, to such ideas,
developments and inventions, without payment other than the fees
provided for herein. The Investigator and VMRF further agree to
execute any and all documents which CTI determines are necessary or
convenient to fully implement its proprietary rights in such ideas,
developments and inventions, such as, but not limited to obtaining
patents, and to fully cooperate in the prosecution of such property
rights, but at no expense to them. CTI will have the above-mentioned
documents drafted, prosecuted and maintained at its own expense. The
Investigator and VMRF warrant that it has appropriate ownership
rights in such ideas, developments and inventions to carry out its
obligations under this paragraph. Both parties acknowledge that in
so far as Federal space or resources are utilized in this world, the
U.S. Government may have rights as defined by U.S. law, and may
choose to exercise these rights, for example, through a
non-exclusive license.
7. Both parties also acknowledge that the Department of Veterans
Affairs has informed the VMRF that VMRF has waived all patent rights
that may develop in connection with this agreement.
8. CTI shall have the right to use the results and data of the Studies
in any manner deemed appropriate to CTI's business interests. Such
uses may include but are not
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limited to, disclosure as may be useful to meet legal and business
obligations, such as to support patent applications, both foreign
and domestic, or satisfy the requirements of any government agency.
In the event that work resulting from the Studies is published in
the scientific literature by CTI, acknowledgement will be made to
the Investigator and the Department of Veterans Affairs in the
accepted style, as appropriate. CTI will not use the name of the
Investigator and VMRF for advertising, other commercial purposes, in
publications or otherwise without appropriate written permission,
unless required by law or government regulations. CTI agrees that
the investigator shall have priority publication rights over data
generated from these studies subject to paragraph #5.
9. In consideration for the Studies, during the term of this agreement
CTI agrees to pay *** made by VMRF in connection with the Studies as
directed by the Investigator, and pay *** *** . In this regard, CTI
agrees to pay VMRF the following: (i) a *** *** (hereafter the ***);
(ii) a *** (hereafter the *** ) *** *** *** ; and (iii) a *** ***
*** *** . The amount of the *** will be computed based on *** ***
*** . VMRF shall agree to provide CTI with sufficient information
for it to compute the *** . Following the term of the agreement,
VMRF shall agree to promptly return any amounts advanced to VMRF by
CTI for which there is not any corresponding expenditure in
connection with the Studies.
CTI shall have the right to review any and all financial records of
VMRF relating solely to these Studies on a quarterly basis, to
determine the sufficiency of the Supplemental Payment. Annually VMRF
shall provide CTI with a financial statement and account
reconciliation covering all amounts expended by VMRF for the Studies
during the term of this agreement.
10. This contract will become effective on the date of acceptance by the
Investigator, VMRF and CTI, and will terminate one year from that
date unless otherwise extended by mutual consent of CTI and the
Foundation, evidenced by written agreement
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
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11. The parties agree to take all other action necessary to effect the
rights of the parties herein.
12. The parties acknowledge that *** may have a conflict of interest
regarding this agreement and *** shall serve in his place for VMRF
on all matters relating to this agreement.
If the terms of this agreement meet with the approval of the Veterans Medical
Research Foundation, please sign and date two copies and return one to CTI at
your earliest convenience.
Most sincerely,
COLLATERAL THERAPEUTICS, INC.
By:/s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
Chief Financial and Operating Officer
CR/st
Enclosure
ACCEPTED AND AGREED TO:
VETERANS MEDICAL RESEARCH FOUNDATION DATE:
/s/ Xxxxxx Xxxxxxxx 3/31/98
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Xxxxxx Xxxxxxxx
PRINCIPLE INVESTIGATOR DATE:
/s/ H. Xxxx Xxxxxxx 3/24/98
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Dr. H. Xxxx Xxxxxxx
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
