EXHIBIT 10(b)
E-201
RESEARCH AGREEMENT BETWEEN THE COMPANY AND EMORY UNIVERSITY
RESEARCH AGREEMENT
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RESEARCH GRANT made as of the 31st day of January, 1996 by and between SIGA
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Pharmaceuticals, Inc., a corporation organized and existing under the laws of
the State of Delaware, having an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Grantor") and Emory University, a nonprofit corporation
organized and existing under the laws of the State of Georgia with principal
offices located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 ("Emory").
WITNESSETH
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WHEREAS, Xx. Xxxx X. Xxxxx, a member of the faculty of Emory, and her
laboratory colleagues are engaged in microbiology research particularly as it
relates to the control of infectious diseases; and
WHEREAS, Grantor wishes to provide funding for this research in return for
a right of first refusal to acquire commercial rights to any technology arising
from such research sponsored hereunder.
NOW, THEREFORE, in consideration of the mutual benefits to be derived, the
parties agree as follows:
1. DEFINITIONS. The following terms shall have the meaning assigned to them
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below when used in this Agreement:
1.1 "Party" shall mean either Emory or Grantor and "Parties" shall mean
both Emory and Grantor.
1.2 "Sponsored Research Invention" shall mean any and all discoveries,
whether patentable or not made by Xx. Xxxx X. Xxxxx and/or her laboratory
colleagues who are employees or otherwise under the control of Emory pursuant to
research funded by Grantor.
1.3 "Field" shall mean any aspect of microbiological research particularly
as it relates to the control of infectious diseases which Xx. Xxxxx selects as
research to be sponsored by Grantor including, but not limited to recombinant
DNA Technology, immunological techniques and vaccines.
2. SPONSORED RESEARCH GRANT.
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2.1 Grantor agrees to provide Emory with funding to sponsor research in
the Field in the total amount of *****/1/ dollars.
2.2 Payment shall be made in semi-annual installments of *****/1/ dollars
with the initial payment made upon execution of this Agreement.
2.3 Payments shall be sent to:
Xxxxx Xxxxxx
Department Administrator
Emory University
Microbiology/Immunology Department
0000 Xxxxxxx Xxxx, Xxx. 0000
Xxxxxxx, Xxxxxxx 00000
2.4 Emory shall retain title to any equipment purchased with funds
provided by Grantor under this Agreement.
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1 Confidential information is omitted and identified by a ***** and filed
separately with the SEC pursuant to a request for Confidential Treatment.
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3. RIGHTS TO SPONSORED RESEARCH INVENTIONS. Subject to Grantor's compliance
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with all the terms of this Agreement, Emory hereby grants Grantor a right of
first refusal to acquire an exclusive license for the manufacture, sale and use
of any invention disclosed to Grantor hereunder. The license shall include
terms which require Grantor to reimburse Emory for all expenses incurred in
obtaining patent prosecution for any licensed technology and shall further
require Grantor to defend, hold harmless, and indemnify Emory against all claims
or damages arising from the commercial exploitation of any licensed technology,
provided that such requirement may be satisfied by obtaining appropriate
liability insurance for a conventional amount of coverage under which insurance
Emory is made an insured or co-insured. The license agreement shall include
reasonable fees and royalty payments in accordance with industry standards. The
license shall further include terms and conditions typically found in license
agreements entered into between universities and biotechnology or pharmaceutical
companies involving similar technology. All such remaining terms and conditions
shall be negotiated in good faith by Emory and Grantor. The term of Grantor's
right of first refusal respecting any disclosed invention shall commence upon
the date of this Agreement and terminate six (6) months after such invention is
disclosed to Grantor.
4. PUBLICITY. Neither party shall use the name of the other in any form of
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advertising or promotion without the prior written approval of the other;
provided, however, that it is expressly agreed that Grantor may reveal or
identify the Emory or any member of its faculty or staff as the inventor, source
or origin of any technology, technical information or any product or process
arising from the Research for the purpose of soliciting third parties to invest
or enter into other commercial arrangements with Grantor, or to acquire a
sublicense, assignment or other transfer of rights in such technology from
Grantor and provided that Grantor may use and disclose Emory's name and the name
of any member of its faculty or its staff in its internal communications or,
upon prior disclosure and consultation with Emory, in making any required
governmental reports and filings. In addition, the parties may acknowledge
Grantor's support for, and the nature of, the investigations being pursued under
this Agreement. In any such statement, the relationship of the parties shall be
accurately and appropriately described.
5. ACADEMIC FREEDOM. Emory and Grantor recognize the traditional freedom of
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all scientists to publish and present promptly the results of their research.
Emory and Grantor also recognize that patent rights can be jeopardized by public
disclosure prior to the filing of suitable patent applications. Therefore,
Emory will assure that each proposed publication, before submission to a
publisher, will be submitted to Grantor for review in connection with
preservation of patent rights. Grantor shall have thirty (30) days in which to
review the publication, which may be extended for an additional thirty (30) days
when Grantor provides substantial and reasonable need for such extension. This
period may be further extended by mutual agreement for not more than an
additional three (3) months. Grantor will allow for simultaneous submission of
the publication to the publisher and Grantor where appropriate.
6. TECHNICAL REPRESENTATIVES. Grantor's Technical Representatives shall be
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Xxxxxx X. Xxxxxx, Ph.D., or other such representative as Grantor my subsequently
designate in writing.
7. CONSULTATION WITH GRANTOR'S REPRESENTATIVES. During the period of this
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Agreement, Grantor's Technical Representative and other representatives will
have reasonable access to visit and consult informally with Xx. Xxxxx regarding
the sponsored research both personally and by telephone. Access to work carried
on in Emory laboratories in the course of the sponsored research shall be
entirely under the control of Emory personnel; Grantor's representatives shall
be permitted to visit such laboratories only during usual hours of operation as
is mutually agreeable.
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8. CONFIDENTIALITY.
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8.1 During the term of this Agreement, Grantor my provide Emory with
information and materials to be used in the performance of sponsored research
hereunder; including but not limited to, data, drawings, models, processes,
trade secrets and devices which Grantor requires its employees to hole in
confidence (hereinafter referred to as "Proprietary Information").
8.2 Emory shall use reasonable care to hold in confidence, Grantor
Proprietary Information, if such information is provided to Emory in writing and
marked as proprietary or confidential. If it is not feasible for Grantor to
initially disclose such information in writing, Grantor shall reduce such
information to writing and provide Emory with a copy of it, marked as
proprietary and confidential, within thirty (30) days of the initial disclosure.
Emory shall not disclose any Proprietary Information to any third party, nor use
the same for its own benefit, nor permit its use for the benefit of others
without the prior written consent of Grantor.
8.3 The obligations of confidentiality assumed by Emory hereunder shall
not apply to any information: (i) that was known by Emory before disclosure to
Emory by Grantor as evidenced by prior written records, (ii) which becomes part
of the public domain through no fault of Emory, (iii) which was obtained by
Emory from a third party under no obligation to Grantor not to disclose the
information, (iv) which is developed by Emory independently of disclosures made
hereunder, and (v) which is required to be disclosed by law;
8.4 Emory's obligations of confidentiality with respect to Proprietary
Information shall continue for a period of three (3) years from the date of this
Agreement.
9. SPONSORED RESEARCH INVENTIONS.
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9.1 All right and title to Sponsored Research Inventions shall belong to
Emory and shall be subject of the terms and conditions of this Agreement.
9.2 Emory shall promptly and fully disclose to Grantor any Sponsored
Research Inventions conceived or made during the sponsored research. Within
sixty (60) days of such disclosure, Grantor shall notify Emory in writing if it
wants Emory to pursue patent protection for such Sponsored Research Inventions.
Emory shall promptly prepare, file, and prosecute any U.S. or foreign
applications requested by Grantor to protect such Sponsor's Research Inventions.
Grantor shall bear all costs incurred in connection with such preparation,
filing, prosecution, and maintenance of U.S. foreign application(s). Grantor
shall cooperate with Emory to assure that such application(s) will cover, to the
best of Grantor's knowledge, all items of commercial interest and importance.
Emory shall be primarily responsible for making decisions regarding the scope
and content of such patent application(s) and the prosecution thereof. Grantor
shall be given an opportunity to review and comment upon such patent
application(s). Emory shall keep Grantor advised as to all developments with
respect to such application(s) and shall promptly supply Grantor with copies of
all papers received and filed in connection with the prosecution thereof in
sufficient time for Grantor to comment thereon.
9.3 If Grantor elects not to request that Emory prepare and file a patent
application covering any Sponsored Research Inventions disclosed to Grantor or
if Grantor decides to discontinue the financial support of the prosecution or
maintenance of any patent applications on patents covering such disclosed
Sponsored Research Inventions, Emory shall be free to file, prosecute or
maintain any patents covering such Sponsored Research Inventions and such
Sponsored Research Inventions shall not be subject to Section 3 hereof.
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10. DATA AND RESULTS OF RESEARCH. Emory shall retain ownership of any data
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which results from this study. Emory shall, within the bounds of legal
requirements, make such data available for review and copying by Grantor.
11. TERM AND TERMINATION.
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11.1 This Agreement shall become effective upon the date first hereinabove
written and, except for the provisions of Section 3,4,8,9 and 13, shall continue
in effect for two calendar years unless sooner terminated in accordance with the
provisions of this Section 9.
11.2 If either Party commits any breach or defaults upon any of the terms
or conditions of this Agreement, and fails to remedy such default or breach
within ninety (90) days after receipt of Notice thereof from the other Party,
the Party giving Notice may, at its option and in addition to any other remedies
which it may have at law or in equity, terminate this Agreement by sending such
effect, and such termination shall be effective as of the date of the receipt of
such Notice.
12. INDEPENDENT CONTRACTOR. In the performance of all services hereunder:
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12.1 Emory shall be deemed to be and shall be an independent contractor,
and as such, Emory shall not be entitled to any benefits applicable to employees
of Grantor;
12.2 Neither Party is authorized or empowered to act as agent for the other
for any purpose and shall not on behalf of the other into any contract,
warranty, or representation as to any matter.
12.3 Neither Party shall be bound by the acts or conduct of the other
party.
13. GOVERNING LAW. This Agreement shall be governed and construed in
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accordance with the laws of the State of Georgia.
14. REPORTS. Xx. Xxxxx shall provide Grantor with semi-annual oral reports and
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a written annual report summarizing the research conducted pursuant to this
Grant.
15. NOTICES. Any Notice required under this Agreement shall be given by
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certified mail, return receipt requested, to the Parties at the addresses shown
below, or to such other addresses as to which the Parties shall, hereinafter,
give Notice as provided herein.
Grantor: SIGA Pharmaceuticals, Inc.
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c/o CSO Ventures LLC
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Emory: Xxxxx Xxxxxx
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Department Administrator
3001 Xxxxxxx Research Building
0000 Xxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
with copy to:
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Xxxxxxx Xx Xxxxx
Director of Licensing and Patent Counsel
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
16. AGREEMENT MODIFICATION. Any agreement to change the terms of this
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agreement in any way, shall be valid only if the change is made in a written
document, signed by authorized representatives of the parties.
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17. ASSIGNMENT: This Agreement may not be assigned by either Party without the
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prior written approval of the other Party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.
EMORY UNIVERSITY SIGA PHARMACEUTICALS, INC.
By: /s/ Joseuif U. Choeks By: /s/ Xxxxxx X. Xxxxxx
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Name: Joseuif U. Choeks Name: Xxxxxx X. Xxxxxx
Title: V.P. & General Counsel Title: Chief Financial Officer
Date: 2/13/96 Date: 1/31/96
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