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EXHIBIT 10.36
RESEARCH AGREEMENT
THIS RESEARCH AGREEMENT("Agreement"), effective as of August 1st, 1997
(the "Effective Date") is made between GERON CORPORATION, a Delaware
corporation with principal offices at 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, XX
00000 ("SPONSOR") and THE XXXXX XXXXXXX UNIVERSITY, having an address at 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000 ("University") through its School of
Medicine.
Xxxx Xxxxxxxx, M.D. ("Principal Investigator"), a leading authority in
embryonic germ cell ("EGC") and embryonic stem cell ("ESC") research will
conduct research funded by SPONSOR, which has agreed to support such a program
of research that all parties believe will be of benefit to the University and
will benefit the research, teaching, education, and public service goals of the
University.
SPONSOR wants to obtain certain rights and licenses to inventions and
technology arising out of or in connection with such a program of research, and
the University and Principal Investigator are willing to grant to SPONSOR
certain rights and licenses under terms and conditions set forth in this
Agreement and the License Agreement (as such term is defined below).
As of the Effective Date, the parties are also entering into a License
Agreement (the "License Agreement") that shall govern the use of, and rights
in, the intellectual property and biological materials developed pursuant to
this Agreement.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 "Field" shall mean methods of isolating, producing, and using
EGC, ESC, cells differentiated or otherwise derived therefrom, and biological
materials derived from or used with any of the foregoing for all purposes.
1.2 "Research Program" shall mean that program of research
described in the attached Exhibit A and made a part of this Agreement.
1.3 "Budget" shall mean that level of funding provided for the
Research Program, as described in the attached Exhibit B and in Paragraph 4.1.
1.4 "Party" shall mean either SPONSOR or University, collectively
referred to as "Parties".
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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ARTICLE 2
PRINCIPAL INVESTIGATOR
2.1 For the purpose of this Agreement and pursuant to University
policy, the Principal Investigator shall be responsible for the administration,
direction, and content of the Research Program, including budgeting and any
revisions to the Budget (the direct and indirect costs of the Research Program
as set forth in the attached Exhibit B), as agreed to in writing by SPONSOR,
necessary to accomplish the Research Program. Should the Principal Investigator
leave the University or otherwise become unavailable during the term of this
Agreement, the University may nominate a replacement acceptable to SPONSOR. If
SPONSOR does not accept the proposed replacement, the Research Program and
Budget may be modified to reflect a reduced scope of work or terminated on
thirty (30) days' notice, at the option of SPONSOR and pursuant to Paragraph
10.3, except that University shall not have the right to terminate the License
Agreement. If an arrangement acceptable to SPONSOR can be made to subcontract
with the departed Principal Investigator and/or his new university to continue
the work of the Research Program, then the Parties agree to amend this
Agreement accordingly to allow the Research Program to be completed.
ARTICLE 3
RESEARCH PROGRAM
3.1 GENERAL. Principal Investigator will conduct the
Research Program in strict accordance with Exhibit A and all applicable laws
and regulations. Modifications to the Research Program may be made from time to
time, as mutually agreed upon in writing by the Parties.
3.2 RECORDS. Principal Investigator and other personnel
assisting Principal Investigator in the Research Program will keep complete and
accurate scientific records relating to the Research Program and will make such
records available to SPONSOR during normal business hours upon reasonable
notice. It is understood that such records shall include detailed, witnessed
laboratory notebooks sufficient to document any patentable inventions made in
the course of the Research Program. Upon request by SPONSOR and at SPONSOR's
expense, Principal Investigator agrees promptly to provide copies of all such
materials to SPONSOR. It is understood by the Parties that University owns
Principal Investigator's records and laboratory notebooks and the data
contained therein.
ARTICLE 4
FUNDING AND RECORDS
4.1 FUNDING. As consideration for the conduct of the Research
Program, SPONSOR agrees to provide a grant to fund Principal Investigator's
activities under the Research Program. The level of funding, which includes all
direct and indirect costs as set forth in the attached Exhibit B, is based on
direct costs of [*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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[*] in the [*] year following the Effective Date and [*] in the [*] year
following the Effective Date. In addition to the foregoing direct costs,
indirect costs shall be prorated in accordance with the University's negotiated,
on-campus rates of [*] of direct costs until July 1, 1998, and [*] of direct
costs thereafter during the [*] year of research, provided, however, at such
time that the Principal Investigator moves into an off-campus building, and once
such move is complete, a revised budget will be submitted, and the indirect
costs recovery rate will be lowered to [*]. In the event a relocation does not
take place during the first year of research, the parties will negotiate
regarding the indirect costs rate to be applied to the second year of research.
All funds shall be paid in quarterly, advance installments. Each such payment
shall be made within fifteen (15) days after the date corresponding to a payment
amount, as set forth in Exhibit C. Checks shall be made payable to THE XXXXX
XXXXXXX UNIVERSITY, tax ID 000000000, and sent to the attention of the Principal
Investigator c/o Xx. Xxxxxxx Xxxxx, The Xxxxx Xxxxxxx University School of
Medicine, Department of Gyn/Ob, 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 000X,
Xxxxxxxxx, XX 00000-0000.
4.2 FINANCIAL RECORDS. The University and Principal
Investigator shall maintain all Research Program funds in a separate account
and shall expend such funds for wages and supplies and such other operating
expenses as incurred directly in the performance of the Research Program. The
University and Principal Investigator shall keep and maintain adequate books
and records to furnish complete and accurate information to SPONSOR regarding
funds provided by SPONSOR for conducting the Research Program. SPONSOR shall be
permitted to examine such books and records during normal business hours and
upon reasonable prior written note to the University and Principal
Investigator.
4.3 EQUIPMENT. Title to supplies or equipment purchased under
the Budget shall vest in the University.
ARTICLE 5
MEETING AND REPORTS
5.1 MEETINGS. Joint scientific meetings between the Principal
Investigator and SPONSOR shall occur on a regular basis during the term of this
Agreement to discuss the results generated under the Research Program and to
consider modifications to the Research Program based upon such results. Such
meetings shall occur, at SPONSOR's expense, on a quarterly basis and shall be
attended by Principal Investigator and designated members of his research group
and representatives of SPONSOR. Frequency and mode of meetings may be amended
at the mutual agreement of SPONSOR and Principal Investigator.
5.2 REPORTS. During the term of this Agreement, as part of the
regular quarterly meetings described in Paragraph 5.1, Principal Investigator
shall submit a
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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written technical report to SPONSOR summarizing the research results and
know-how obtained during the just-ended calendar quarter in connection with the
Research Program. Principal Investigator shall also submit to SPONSOR a
comprehensive final report within ninety (90) days after expiration or
termination of this Agreement. In addition, the University shall provide
SPONSOR a written report of expenses incurred in the Research Program. Such
reports of expenses shall be submitted on an annual basis.
ARTICLE 6
INTELLECTUAL PROPERTY RIGHTS
6.1 "New Invention" shall mean any invention made solely by
University's employees or jointly by University's employees with one or more
employees of SPONSOR, as a result of the research performed by University under
the Research Program. New Invention shall not include University Invention
Disclosure DM-3127 or any patent application filed thereon or any patents
issuing thereon, such inventions having already been licensed to SPONSOR under
the License Agreement.
6.2 All rights to New Inventions made solely by University's
employees shall belong to the University and shall be disposed of in accordance
with the License Agreement, this Agreement, and University policy. All rights
to New Inventions made jointly by University's employees with one or more
employees of SPONSOR shall belong jointly to the University and the SPONSOR,
and University's interest shall be disposed of in accordance with the License
Agreement, this Agreement, and University policy. All patent applications filed
on such New Inventions, any patents issuing thereon, and all related
continuations, divisionals, continuations-in-part, extensions, or reissues
shall be deemed to be Patent Rights as defined in and for purposes of the
License Agreement.
6.3 University shall promptly disclose to SPONSOR any New
Inventions in the Field arising under this Agreement. SPONSOR agrees to hold
such disclosure on a confidential basis. SPONSOR shall advise the University in
writing within ninety (90) days of disclosure to SPONSOR whether it elects to
have such New Inventions included in the Patent Rights under the License
Agreement, as provided under Paragraph 6.2 of this Agreement and Article 5 of
the License Agreement. If SPONSOR elects not to accept such rights for
inclusion under the License Agreement, then rights to such New Inventions
disclosed hereunder shall be disposed of in accordance with University policy
with no further obligations to SPONSOR. University agrees to file, prosecute,
and maintain patent applications and patents on all New Inventions in the Field
in accordance with Paragraph 7.1 of the License Agreement.
6.4 Except as provided in Paragraph 7.1 of this Agreement, any New
Invention, information, or data resulting from the research funded under this
Research Agreement that is not patented due to its failure to qualify for
patent
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protection or due to mutual determination by SPONSOR and University not to have
University submit a patent application shall be considered know-how. University
agrees that SPONSOR may use any such know-how for SPONSOR's own purposes.
University may use such know-how solely for its own noncommercial educational
and research purposes.
6.5 Except as set forth in this Agreement and in the License
Agreement, neither party shall be deemed to have granted the other party,
either directly or by implication, estoppel, or otherwise, any license under
any patents, patent applications, or other proprietary interests of any other
invention, discovery, or improvement of such party.
ARTICLE 7
CLINICAL SAMPLES
7.1 CLINICAL SAMPLES. Clinical samples or derivatives of
clinical samples, including blood, plasma, cell lines, tissues, DNA, and RNA
collected in the course of the Research Program by Principal Investigator or
his collaborators shall be maintained in the laboratory of Principal
Investigator. Principal Investigator shall provide SPONSOR samples of
biological or other materials generated in the Research Program in accordance
with Paragraph 6.1 of the License Agreement. All such materials shall be deemed
to be LICENSED MATERIALS for purposes of the License Agreement.
7.2 CONSENT.
(a) Principal Investigator and University agree that
materials and research samples to be obtained from human subjects after the
Effective Date for purposes of conducting research under this Agreement or
otherwise complying with Principal Investigator's and the University's
obligations hereunder or under the License Agreement shall be obtained only
after all necessary review and final approvals by the appropriate University
Institutional Review Board (IRB), said process specifically to include review
and final approval of the consent form(s) to be used to document that the human
subject has had an opportunity to be informed about the nature of and the
potential risks and benefits associated with the research and has decided to
provide biological materials knowing that cells derived from such biological
materials will be analyzed and retained by Principal Investigator and
ultimately may be provided to SPONSOR. SPONSOR shall be entitled to receive, at
SPONSOR's request, copies of IRB approvals and consent forms from University.
(b) Principal Investigator and the University agree that
Principal Investigator or any appropriately designated collaborator or
assistant will enroll an individual as a human subject only after Principal
Investigator has provided said individual full and complete disclosure of: (i)
any and all risks known or anticipated to be associated with participation,
(ii) any benefits that might be realized by the individual as a consequence of
his or her participation, and (iii) any other information required pursuant to
the research protocol that is finally approved by
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the University's Institutional Review Board, human experimentation committee,
or similar body.
(c) Principal Investigator and the University agree that
no human subject will be enrolled until he or she has consented in writing to
his or her participation.
ARTICLE 8
CONFIDENTIAL INFORMATION
8.1 CONFIDENTIALITY. Either Party, from time to time and in
connection with the Research Program, may disclose Confidential Information to
the other Party. For purposes of this Agreement, "Confidential Information"
shall mean confidential and proprietary information and materials that are
designated as confidential in writing by the providing Party, whether by letter
or by use of an appropriate stamp or legend, prior to or at the same time any
such information or materials are disclosed. Notwithstanding the foregoing to
the contrary, materials and other information which are orally, visually, or
electronically disclosed, or are disclosed in writing without an appropriate
letter, stamp, or legend, shall constitute Confidential Information if the
providing Party, within thirty (30) days after such disclosure, delivers to the
other Party a written document or documents describing the materials and
identifying the Confidential Information. The Parties agree, to the extent
permitted by law, that Confidential Information shall remain the property of
the providing Party. The Parties further agree to use best efforts to insure
that Confidential Information shall not be disclosed, divulged, or otherwise
communicated to third parties or used for any purpose other than to conduct the
Research Program and for purposes of the License Agreement, provided that the
obligations under this Article 8 shall not apply to information that:
(a) is in possession of the recipient at the time of disclosure
thereof as demonstrated by written records;
(b) is or later becomes part of the public domain through no fault
of the recipient;
(c) is received by the recipient from a third party having no
obligation of confidentiality to the providing Party;
(d) is developed independently by the recipient without use of
Confidential Information; or
(e) is required by law or regulation to be disclosed; provided,
however, that recipient has provided written notice to providing Party promptly
to enable providing Party to seek a protective order or otherwise prevent
disclosure of such information.
8.2 TERM. The obligations of the parties under this Article 8
shall continue for a period of [*] years after the expiration or termination
of this Agreement.
8.3 RETURN OF MATERIALS. Upon expiration or termination of this
Agreement, recipient Party, if requested by the providing Party, shall return
all
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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copies of Confidential Information disclosed, and all other materials provided
by the providing Party to the recipient Party under this Agreement; provided
that the recipient Party may retain one copy of such Confidential Information
and such materials for archival purposes only. SPONSOR shall not be obligated
to return or cease use of Confidential Information to the extent the same is
necessary or useful in the practice of any invention to which SPONSOR has
obtained a license under the License Agreement or this Agreement.
ARTICLE 9
PUBLICATION AND ACADEMIC RIGHTS
9.1 USE OF INFORMATION.
(a) Subject to the rights granted to SPONSOR pursuant to
this Agreement, including without limitation, Paragraph 9.2, Principal
Investigator shall have the right to publish or otherwise disclose all
technical reports, information, and/or data developed by Principal Investigator
under this Agreement. In connection with any publication or disclosure by
Principal Investigator of such reports, information, and/or data, Principal
Investigator shall include an appropriate acknowledgement of SPONSOR's
sponsorship of the Research Program in such publication or disclosure. SPONSOR
shall have the right to use, disclose, and exploit such reports, data, and
information for any purpose.
(b) Notwithstanding Paragraph 9.1(a) above, the identity
of individuals from whom samples were obtained for research in the Research
Program shall be maintained in confidence by Principal Investigator and will be
not provided to SPONSOR hereunder. In the event SPONSOR, during a review of
records pursuant to Paragraph 3.2, learns the identity of individuals from whom
samples were obtained for the Research Program, SPONSOR shall maintain such
individuals' identities in confidence.
9.2 PUBLICATION OF INFORMATION.
(a) To avoid loss of patent rights as a result of premature public
disclosure of patentable information, Principal Investigator and the University
agree to submit to SPONSOR, at least thirty (30) days prior to submission for
publication or disclosure, any and all materials intended for publication or
disclosure relating to technical reports, data, or information developed by
Principal Investigator under this Agreement. In the event SPONSOR believes
patentable subject matter is disclosed in such materials, it shall, within
thirty (30) days of its receipt thereof, notify the University, and publication
or disclosure will thereupon be withheld for a period of ninety (90) days from
the date of receipt by SPONSOR of the proposed publication or other disclosure
so that a patent application covering such invention may be prepared and filed
as provided in Paragraph 6.3. Further, if SPONSOR believes that such materials
contain Confidential Information of SPONSOR, Principal Investigator and the
University agree to remove such Confidential Information from the proposed
publication or disclosure.
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(b) SPONSOR agrees that, during the term of this Agreement and
after, SPONSOR will appropriately acknowledge the contributions of Principal
Investigator and the University in any publication or disclosure by SPONSOR of
research results and data based upon Program Technology. In addition, SPONSOR
agrees to provide Principal Investigator a copy of any such publication or
disclosure in confidence for information purposes at least thirty (30) days
before public release of such publication or disclosure.
ARTICLE 10
TERM AND TERMINATION
10.1 TERM. The term of this Agreement ("Term") shall commence on
the Effective Date and continue in full force and effect until the [*]
anniversary of the Effective Date, unless earlier terminated in accordance with
this Article 10. This Agreement may be renewed or extended by mutual written
consent of the Parties within thirty (30) days prior to expiration.
Notwithstanding the foregoing, the University's obligation to disclose
inventions to SPONSOR, and the SPONSOR's right to license such inventions,
shall continue until all such inventions have been disclosed and the periods
for exercising rights relating to such inventions have expired.
10.2 TERMINATION FOR BREACH. If either Party materially breaches
any material warranty, term or condition of this Agreement and fails to remedy
such material breach within the earlier of sixty (60) days after (i) becoming
aware of such breach, or (ii) receiving notice in writing of such material
breach from the other Party, the non-breaching Party, at such Party's option
and in addition to any other remedies that such Party may have in law or in
equity, may terminate this Agreement by sending written notice of termination
with immediate effect to the other Party.
10.3 TERMINATION AT WILL. This Agreement may be terminated by
SPONSOR at any time upon thirty (30) days prior written notice to the
University if SPONSOR makes a good faith determination that the Research
Program is no longer technically or commercially feasible. This Agreement may
be terminated by the University at any time upon thirty (30) days prior written
notice to SPONSOR if the University makes a good faith determination that the
Research Program is no longer academically feasible. Upon receipt of such
notice of termination by SPONSOR, the University shall (i) limit or terminate
any outstanding financial commitments for which the University is to be liable
to the maximum extent permitted by law and University policies; and (ii) have
the right to terminate the License Agreement.
10.4 EFFECT OF TERMINATION. Any funds paid to Principal
Investigator or the University by SPONSOR which have not been expended or
committed upon the effective date of termination pursuant to Paragraph 10.2 or
Paragraph 10.3 shall be refunded to SPONSOR within thirty (30) days after the
effective date of termination.
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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In the event that the total of funds paid to the Principal Investigator and the
University by SPONSOR as of the effective date of such termination due to
SPONSOR'S breach or at the will of SPONSOR is not sufficient to cover
reasonable costs and reasonable non-cancelable commitments actually incurred by
Principal Investigator and the University in performance of the Research
Program as of such date, SPONSOR shall reimburse Principal Investigator and the
University the difference between such costs and commitments, and the total of
funds paid by SPONSOR, such reimbursement to be made within thirty (30) days
after receiving written notice from the University that such insufficiency
exists, which notice by University must be received by SPONSOR within ninety
(90) days of termination of this Agreement. Notwithstanding the above, SPONSOR
shall not be obligated or liable for payment of funds in excess of an amount
equal to one (1) installment payment following the effective date of
termination of this Agreement.
10.5 SURVIVAL. In addition to provisions of this Agreement that
survive termination in accordance with their terms, the following Paragraphs
and Articles of this Agreement shall survive expiration or termination of this
Agreement for any reason by either SPONSOR, Principal Investigator, and/or the
University: Paragraphs 4.2 and 4.3 and Articles 1, 6, 7, 8, 9, 10, 11, and 12.
ARTICLE 11
INDEMNIFICATION
11.1 SPONSOR agrees to defend, indemnify, and hold harmless
University and its affiliated hospitals, its employees, students, trustees, and
agents from and against all complaints, causes of action, claims, losses,
costs, damages, liabilities, or expenses by reason of any liability sought to
be imposed upon University resulting from injuries to persons or damages to
property, provided such injuries to persons or damage to property are due or
claimed to be due as a result of acts or omissions of acts of SPONSOR, its
employees, or agents.
11.2 University agrees to defend, indemnify, and hold harmless
SPONSOR, its partners, employees, and agents from and against all complaints,
causes of actions, claims, losses, costs, damages, liabilities, or expenses by
reason of any liability sought to be imposed upon SPONSOR resulting from
injuries to persons or damages to property, provided such injuries to persons
or damages to property are due or claimed to be due as a result of acts or
omission of acts of University, its employees, or agents.
ARTICLE 12
GENERAL PROVISIONS
12.1 GOVERNING LAW. This Agreement shall be governed by,
construed, and interpreted in accordance with the laws of the State of
California, without reference to principles of conflict of laws.
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12.2 INDEPENDENT CONTRACTORS. The relationship of SPONSOR and the
University established by this Agreement is that of independent contractors,
and nothing contained in this Agreement shall be construed to (i) give any of
the Parties hereto the power to direct or control the day-to-day activities of
another Party hereto, (ii) constitute the Parties as partners, joint venturers,
co-owners, or otherwise as participants in a joint or common undertaking, or
(iii) allow any of the Parties hereto to create or assume any obligation on
behalf of another Party hereto for any purpose whatsoever.
12.3 PARTIES BOUND. This Agreement, including the indemnification
provisions, shall be binding upon and inure to the benefit of the Parties
hereto, their respective successors, assigns, legal representatives, and heirs.
SPONSOR may assign or transfer SPONSOR's rights and obligations under this
Agreement to an affiliate of SPONSOR, a SPIN-OUT (as defined in the License
Agreement), or a successor to all or substantially all of SPONSOR'S assets or
business relating to this Agreement, whether by sale, merger, operation of law,
or otherwise. This Agreement shall not otherwise be assignable by either Party
without the prior written consent of the other Party.
12.4 ENTIRE AGREEMENT. This Agreement and the License Agreement
by and between the University and SPONSOR constitute the entire and only
agreements between the Parties relating to the subject matter hereof, and all
prior negotiations, representations, agreements, and understandings are
superseded by this Agreement and License Agreement.
12.5 FURTHER ASSURANCES. At any time or from time to time on and
after the Effective Date, Principal Investigator and the University shall at
the request of SPONSOR (i) deliver to SPONSOR such records, data, or other
documents consistent with the provisions of this Agreement, (ii) execute and
deliver, or cause to be delivered, all such assignments, consents, documents,
or further instruments of transfer or license, and (iii) take or cause to be
taken all such other actions as SPONSOR may reasonably deem necessary or
desirable for SPONSOR to obtain the full benefits of this Agreement and the
transactions contemplated hereby.
12.6 RIGHT TO DEVELOP INDEPENDENTLY. Nothing in this Agreement
will impair SPONSOR's right independently to acquire, license, develop, or have
developed, utilize, or otherwise exploit similar information and technology
performing the same or similar functions as the information and technology
provided by Principal Investigator and/or the University. In addition, nothing
in this Agreement is intended to prohibit Principal Investigator, as a member
of the faculty of the University, from independently collaborating with
academic, non-commercial parties on the Research Program provided such parties
first enter into research agreements with SPONSOR.
12.7 NOTICES. Except for the remittance of payments, which are
governed by Paragraph 4.1, any notice or other communication required or
permitted under this
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Agreement shall be in writing and will be deemed received, if delivered by
courier on a business day, on the day delivered, or on the second business day
following mailing, if sent by first-class certified or registered mail, postage
prepaid, to the following addresses:
For the University:
The Xxxxx Xxxxxxx University, School of Medicine
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxx, Assistant Xxxx for Research Administration
For SPONSOR:
Geron Corporation
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attn: President & CEO, Xxxxxx Xxxxxxx
12.8 USE OF NAMES. Except as required by law, neither Party will
use the name of the other Party or its employees in any advertisement, press
release, or other publicity without the prior written approval of the other
Party, such approval not to be unreasonably withheld. The University shall have
the right to acknowledge SPONSOR's support of the research performed under this
Agreement in scientific publications and other scientific communications.
SPONSOR shall have the right to state "Geron is sponsoring research relating to
embryonic germ cell lines and embryonic stem cell lines in the laboratory of
Dr. Xxxx Xxxxxxxx at Xxxxx Xxxxxxx University."
12.9 NO ORAL MODIFICATION. No change, modification, extension, or
termination of this Agreement, or any of the provisions hereof shall be
effective unless assented to in writing by the Party to be charged.
12.10 WAIVER. No waiver of any rights shall be effective unless
assented to in writing by the Party to be charged, and the waiver of any breach
or default shall not constitute a waiver of any other right hereunder or any
subsequent breach or default.
12.11 ARTICLE AND PARAGRAPH HEADINGS. The headings of the Articles
and Paragraphs of this Agreement are intended for convenience of reference only
and are not intended to affect in any way the meaning or interpretation of this
Agreement.
12.12 SEVERABILITY. In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable, or void, this Agreement shall continue in full force
and effect without said provision; provided that, no such severability shall be
effective and this Agreement may be terminated pursuant to Paragraph 10.3, if
the result of such
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action materially changes the economic benefit of this Agreement to SPONSOR,
Principal Investigator, or the University.
12.13 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12.14 FORCE MAJEURE. The Parties to this Agreement shall be excused
from any performance required hereunder if such performance is rendered
impossible or unfeasible due to any catastrophes or other major events beyond
their reasonable control, including, without limitation, war, riot, and
insurrection; laws, proclamations, edicts, ordinances, or regulations; strikes,
lock-outs, or other serious labor disputes; and earthquakes, floods, fires,
explosions, or other natural disasters. When such events have abated, the
Parties' respective obligations hereunder shall resume as agreed.
ACCEPTED BY:
GERON CORPORATION THE XXXXX XXXXXXX UNIVERSITY
/s/ XXXXXX X. XXXXXXX /s/ XXXX X. XXXXX
________________________ ________________________
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxx, M.D.
President and CEO Vice Xxxx for Research & Technology
Date: August 11, 1997 Date: August 20, 1997
I have read and agree to abide by the terms and conditions of this Agreement.
/s/ XXXX XXXXXXXX
________________________
Xxxx Xxxxxxxx, M.D.
Principal Investigator
Date: August 17, 1997
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EXHIBIT A
RESEARCH PROGRAM
[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 1 of 3
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[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 2 of 3
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[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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Exhibit B
Budget for Research Program
Title of Program: Cell Lines from Human Primordial Germ Cells
[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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Cell Lines from Human Primordial Germ Cells
Personnel
[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 2 of 4
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Cell Lines from Human Primordial Germ Cells
[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
Page 3 of 4
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Budget Justification and Explanations
[*]
* Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission.
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