Exhibit 10.28
Agreement
between
Community Technology Fund, Office of Technology Transfer of Community
Technology Fund and Center for Advanced Biotechnology (BU) represented by Xxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxx.
and
Sequenom, San Diego, CA and Sequenom GmbH, Germany represented by Xxxxxx
Xxxxxx.
1) The patents *** will be moved from the *** category
to the *** category, as marked in Exhibit A.
2) As a precondition of Sequenom submitting payment of all retroactive and
future patent costs according to Section 3, BU will supply to Sequenom copies of
all relevant documents regarding the patent fillings and prosecution of said
cases.
3) Sequenom agrees that in the case that a license agreement is entered into
between BU and *** it will pay retroactive and prospective patent costs
in the amount of *** of the *** category (estimated through *** *** of the
*** category (estimated through *** immediately upon receipt of documents
described in Section 2.
Should the License Agreement between BU and *** not be fully executed
within ten (10) days of this Letter of Agreement, Sequenom agrees to pay the
full cost for retroactive and future patent costs for both the ***
category and the *** category as previously described. This payment
is due immediately upon both delivery of the documents described in Section 2
and notification of the canceling of the proposed License Agreement between BU
and ***.
BU will make a good faith effort to recover a pro rata share of previously
incurred costs for the *** category in future license agreements and,
if successful, will reimburse Sequenom the pro rata share.
4) The Sponsored Research Agreement will be continued from 9/15/96 through
9/14/98 with payments as listed in the letter from Sequenom dated 9/16/97
attached hereto as Exhibit B.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
5) The License Agreement between BU and Sequenom dated 6/1/96 will cover
inventions and patents describing developments in the laboratory of Dr. Xxxxxxx
Xxxxxx for the duration of the Sponsored Research Agreement in the field of
***
*** This will be clarified by an addendum to the existing license
agreement .
6) The scientific program of collaboration between Sequenom and BU will be
formulated and continuously updated by the Principal Investigator and Sequenom.
Agreed in Boston on October 8, 1997
/s/ illegible
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Sequenom
/s/ illegible
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Community Technology Fund
/s/ illegible
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Office of Technology Transfer
____________________________________
Center for Advanced Biotechnology
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
Invoice
-------
Licensee Sequenom
Xxxx Prepared 8/27/97
Law Firm Xxxxx & Xxxxx
Agreement Date 7/1/96
***
BU Case Docket Services Amount
------- ------ -------- ------
92-42 0107 Inception - 5/15/97 ***
92-42 0124 Inception - 5/15/97 ***
92-42 0162 Inception - 5/15/97 ***
92-42 0168 Inception - 5/15/97 ***
92-42B 0186 Inception - 5/15/97 ***
92-42 0187 Inception - 5/15/97 ***
92-42 0215 Inception - 5/15/97 ***
92-42 0217 Inception - 5/15/97 ***
92-42B 0228 Inception - 5/15/97 ***
92-42 0325 Inception - 5/15/97 ***
---------------------------- ----------------------- ------------------
Total ***
***
92-42C 0167 Inception - 5/15/97 ***
92-42C 0216 Inception - 5/15/97 ***
92-42C 0276 Inception - 5/15/97 ***
92-42C 0302 Inception - 5/15/97 ***
--------------------------- ---------------------------- ----------------------- ------------------
Total ***
Grand Total ***
----------- ------------------
Payments Received 6/27/97 ***
----------------------------
7/27/97 ***
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Balance Due ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
September 16, 1997
Xxxxxxx Xxxxxx
Center for Advanced Biotechnology
Boston University
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxxxxx,
It was a pleasure having you at our facility in San Diego.
This letter comprises in principle our intention to move forward on a
renegotiated Research Agreement in return for a "field of use" on related
technology developed in your lab. It includes our budget proposal for the
retroactive period including September 1996 through September 1997 and outlines
the budget for September 1997 through September 1998.
The following budget proposals include consideration of the August 29, 1997 memo
from Xxxx Xxxxxx regarding the lab budgets for 9/96 - 9/97 and 9/97 - 9/98.
1996 - 1997 Budget
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Our attached budget proposal for 1996 - 1997 of *** though less than your
budget of *** is a significant increase from our original proposal of
*** The salary of the lab manager and reduced supplies are the material items
reduced from your proposal.
1997 - 1998 Budget
------------------
Budget restraints require us to reduce your 1997 - 1998 budget proposal. The
major items deleted include reducing Xx. Xxxxxx'x time reduced to 20% and
deleting the Lab Manager and grad student. The supplies and other expenses were
also reduced by 45%. The adjusted budget total of *** still represents a
major investment over the coming year.
We hope you view this proposal as a significant commitment to continue our
valuable relationship with Boston University.
Best Regards,
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Vice President, Finance & Administration
CC: X. Xxxxxx
X. Xxxxxx
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
Sequenom,
Boston University Lab Budget
September 1996 to September 1997
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*** Portions of this page have been omitted pursuant to a request for
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Sequenom,
Boston University Lab Budget
September 1996 to September 1997
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*** Portions of this page have been omitted pursuant to a request for
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