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EXHIBIT 10.6
CONFIDENTIAL TREATMENT
SERVICE AGREEMENT
This SERVICE AGREEMENT is entered into as of this ninth day of March,
1995, by and between LeukoSite, Inc., a corporation organised the laws of the
State of Delaware, with principal offices at 000 Xxxxx Xx., Xxxxxxxxx,
Xxxxxxxxxxxxx, XX 00000, XXX (hereinafter "LeukoSite") and MRC Collaborative
Centre, a company incorporated under the laws of England whose registered office
is situated at 0-0 Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX U.K. ("MRC CC").
WHEREAS, LeukoSite is interested in having MRC CC perform certain
services for LeukoSite in connection with antibody humanization;
WHEREAS, MRC CC has the expertise and facilities and is willing
to perform such services for LeukoSite;
NOW THEREFORE, the parties mutually agree as follows:
1. Services
From time to time at the request of LeukoSite, MRC CC shall provide
antibody humanization services and deliver to LeukoSite any resulting
cell lines, constructs, sequencing information and other information
and data requested (collectively, the "Services") in accordance with
the Description of Services and Budget for such Services attached
hereto and made a part hereof as Appendix A, or any other such
description and budget subsequently agreed to by the parties. MRC CC
will use its best endeavours to complete such Services in a timely
fashion and in accordance with all applicable laws, regulations and
professional standards prevailing in the UK.
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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2. Term
This Agreement will commence on the date hereof and shall continue in
effect for a period of one year, subject to earlier termination in
accordance with the provisions of this Section. The Agreement may be
renewed upon mutual agreement of the parties. Either party may
terminate this Agreement upon ten (10) days' written notice to the
other party in the event of default by the other party of its
obligations under this Agreement, unless such default is cured within
such ten (10) day period. *************************************
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****** Notwithstanding anything herein to the contrary, Sections 4, 5,
7 and 8 hereof shall survive expiration or termination of this
Agreement for any reason.
3. Payment
Payment for Services shall be as set forth in Appendix A . Amounts so
due shall be payable by LeukoSite within thirty (30) days of receipt of
an invoice from MRC CC upon completion of the corresponding Services.
MRC CC shall be responsible for all other expenses incurred by it in
fulfilling its obligations hereunder. In the event of early termination
by LeukoSite for any reason, LeukoSite shall pay MRC CC for Services
completed hereunder and, in respect of Services not completed by MRC CC
at the date of termination, for expenses committed to perform such
Services to the date of termination.
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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4. Confidential Information
MRC CC agrees to treat any materials ("Materials)" and any confidential
or proprietary information obtained from LeukoSite or generated or
created by MRC CC in the course of performing Services under this
Agreement, including the results of the Services in so far as the
foregoing relates to the subject matter of the work contemplated or
that subsequently agreed to under the terms of this Agreement and
anything derived therefrom, (collectively, the "Information") as the
confidential and exclusive property of LeukoSite, and agrees not to
disclose any of the Information or disclose or distribute any Material
to any third party without first obtaining the written consent of
LeukoSite. MRC CC agrees that it will use any Information and any
Materials only for purposes of providing Services to LeukoSite
hereunder and for no other purpose without the written consent of
LeukoSite. MRC CC further agrees to take all practicable steps to
ensure that the Information and Materials will not be used by its
directors, officers or employees, except on like terms of
confidentiality as aforesaid, and will be kept fully-private and
confidential by them.
The above provisions of confidentiality shall not apply to that part of
the Information obtained from LeukoSite which MRC CC is able to
demonstrate by documentary evidence;
(a) was fully in MRC CC's possession prior or receipt from
LeukoSite; or
(b) was in the public domain at the time of receipt from
LeukoSite; or
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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(c) became part of the public domain through no default of MRC CC,
its directors, officers or employees; or
(d) was lawfully received by MRC CC from some third party having a
right of further disclosure.
MRC CC agrees that, at LeukoSite's request, it shall return to
LeukoSite all parts of the Information provided by LeukoSite in
documentary form and any unused Materials and will return or destroy
any copies thereof made by MRC CC, its directors, officers or
employees, except that MRC CC may retain one copy of the Information in
its legal files, subject to the continuing obligation of nondisclosure
and nonuse hereunder.
Neither anything herein contained nor any delivery of Information or a
Material to one party shall be deemed to grant to that party any rights
or licenses under any patent applications or patents or under any
know-how, technology or inventions of the other.
5. Publicity
Except as required by law, neither party shall use the name of the
other party, nor of any employee of the other party, in connection with
any publicity, without the prior written approval of the other party.
6. Independent Contractor
LeukoSite and MRC CC are independent parties and nothing in this
Agreement is intended or shall be deemed to create a partnership,
agency, employer/employee or joint venture relationship between
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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the parties or between either party and any employee or agent of
the other party.
7. Intellectual Property
At LeukoSite's request, MRC CC shall assign to LeukoSite all of MRC
CC's rights to, and interests in Information including, but not limited
to, antibody designs and any antibodies derived therefrom based upon
any murine antibodies or complete , DNA sequences thereof provided by
LeukoSite to MRC CC(collectively, "Murine Antibodies"). MRC CC further
agrees to assist LeukoSite in applying for patents for such antibodies
and antibody designs by providing any and all design specifications and
documentation for the work which MRC CC performs and other reasonable
assistance as appropriate.
Notwithstanding the foregoing, (i) MRC CC reserves all of its rights
with respect to antibody engineering techniques and know-how used in
performing the Services hereunder and (ii) LeukoSite retains all of its
rights to Murine Antibodies and to all antibody designs and all
antibodies derived therefrom under the terms of this Agreement.
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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8. Limitations
MRC CC makes no warranties, expressed or implied, as to any matter
whatsoever, including without limitations, the ownership,
merchantability, of fitness for a particular purpose of the results of
Services performed hereunder.
9. Notices
Any notices to be given hereunder shall be in writing and sent to the
address below by telecopy, with originals to follow immediately
thereafter by overnight mail or by first class mail, and shall be
effective upon receipt of the telecopy.
If to LeukoSite:
LeukoSite Inc.
000 Xxxxx Xx.
Xxxxxxxxx, XX 00000 X.X.X.
Attention: Director of Research
Tel. No: x0 (000) 000-0000
Fax No: x0 (000) 000-0000
If to MRC CC:
MRC Collaborative Centre
1 - 0 Xxxxxxxxxx Xxxx
Xxxx Xxxx
Xxxxxx XX0 0XX
U.K.
Attention: Commercial Director
Tel. No: x00 (00) 000-0000
Fax No: x00 (00) 000-0000
*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
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10. Entire Agreement
This Agreement sets forth the entire agreement of the parties with
respect to the subject matter contained herein, and may not to modified
or amended except by a written agreement executed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
through their duly authorized representatives.
MRC COLLABORATIVE CENTRE LEUKOSITE, INC.
By: /s/ [signature appears here] By: /s/ Xxxxx Xxxxxxxxx
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Title: Commercial Director Title: CEO and Chairman
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Date: 11th April, 1995 Date: 9 March 1995
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*Confidential treatment requested: material has been omitted and filed
separately with the Commission.
