UNIVERSITY OF CALIFORNIA, BERKELEY
OFFICE OF TECHNOLOGY LICENSING
--------------------------------------------------------------------------------
OPTION TO NEGOTIATE AN EXCLUSIVE LICENSE
BETWEEN
NEUROBIOLOGICAL TECHNOLOGIES, INC.
AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR
INHIBITION OF ABNORMAL CELL GROWTH
WITH CORTICOTROPIN-RELEASING HORMONE ANALOGS
UC Case No.: B00-005
U.S. Patent Application No.: 09/400,716
Table of Contents
ARTICLE PAGE
------- ----
1 BACKGROUND 1
2 DEFINITIONS 3
3 GRANT OF OPTION FOR EXCLUSIVE LICENSE 5
4 OPTION FEES 7
5 EXERCISE OF THE OPTION 8
6 GOVERNMENT RIGHTS 8
7 PATENT PROSECUTION AND MAINTENANCE 9
8 LIFE OF THE AGREEMENT 11
9 PROSPECTIVE TERMS OF THE LICENSE AGREEMENT 11
10 DUE DILIGENCE 12
11 REPORTING OBLIGATIONS 12
12 TERMINATION BY REGENTS 13
13 TERMINATION BY OPTIONEE 13
14 LIMITED WARRANTY 13
15 INDEMNIFICATION 14
16 USE OF NAMES AND TRADEMARKS 15
17 NOTICES 15
18 CONFIDENTIALITY 15
19 ASSIGNABILITY 17
20 LATE PAYMENTS 17
21 SCOPE OF AGREEMENT 17
22 SEVERABILITY 18
23 APPLICABLE LAW 18
24 MISCELLANEOUS 18
APPENDIX A 20
UNIVERSITY OF CALIFORNIA, BERKELEY
OFFICE OF TECHNOLOGY LICENSING
OPTION TO NEGOTIATE AN EXCLUSIVE LICENSE
FOR
CORTICOTROPIN-RELEASING HORMONE ANALOGS
U.C. Case No: B00-005
This option agreement ("Agreement") effective July 15, 2000, is by and between
the Regents of the University of California, a California Corporation, whose
legal address is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000-5200,
acting through its Office of Technology Licensing, at the University of
California, Berkeley, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000,
("Regents") and Neurobiological Technologies, Inc. a Delaware corporation having
a place of business at 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000
("Optionee"). The parties agree as follows:
1. BACKGROUND
1.1 A joint invention has arisen (collectively referred to as
"Invention") entitled, *******; and to Regents' Patent Rights,
as hereinafter defined, and which are directed to the
Invention.
1.2 Regents has an assignment of the Regents' Patent Rights from
*******.
1.3 Regents and Loyola University, Chicago have entered into an
interinstitutional agreement in which the parties to that
agreement have agreed that Regents shall license Regents' and
Loyola University, Chicago joint interest in the Invention on
behalf of both institutions.
THE SYMBOL "*******" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
1.4 Regents, Loyola University, Chicago and Optionee wish to have
the Invention further developed and marketed at the earliest
possible time in order to produce products for public use and
benefit.
1.5 Development of the Invention was sponsored by a grant from the
Cancer Research Coordinating Committee of the University of
California ******* and by a grant from the National Science
Foundation *******.
1.6 As a consequence of ******* funding from the National Science
Foundation, The Regents elected to retain title to the
Invention subject to the rights of the U.S. Government under
35 USC 200-212 and implementing regulations, including that
Regents, in turn, has granted back to the U.S. Government a
non-exclusive, non-transferable, irrevocable, paid-up license
to practice or have practiced the Invention for or on behalf
of the United States throughout the world.
1.7 Optionee wishes to option rights (the "Option") from Regents
to test and evaluate the Invention and to obtain rights to
negotiate the terms of the License Agreement with Regents in
order to pursue commercial development of the Invention and to
make, have made, use, import, offer for sale, and sell
products related thereto.
1.8 Regents wishes to grant to Optionee the right to test and
evaluate the Invention in order for the Invention to be
developed, utilized and marketed to the fullest extent so that
the products therefrom and other benefits can be enjoyed by
the general public.
1.9 Optionee is a "small entity" as defined in 37 CFRss.1.9 and a
"small-business concern" defined in 15 U.S.C. ss.632.
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1.10 Optionee entered into a Secrecy Agreement ("Secrecy
Agreement") with Regents, effective October 26, 1999 and
terminating on October 26, 2004 for the purpose of evaluating
the Invention.
2. DEFINITIONS
2.1 "Invention" is defined in Art. 1.1.
2.2 "Regents' Patent Rights" means the Regents' and Xxxxxx's
interest in the following Patents and Patent applications and
the foreign patents and patent applications elected under
Article 7.4:
(a) *******; and/or any divisions, continuations,
reissues, or reexaminations thereof and/or claims in
continuations-in-part that are supported in the
specification of *******;
(b) and all other international patents and patent
applications that claim the convention priority
benefits of *******.
2.3 "Licensed Method" means any method or process that is covered
by Regents' Patent Rights, or any method or process the use or
practice of which would constitute an infringement of any
pending or issued claims within Regents' Patent Rights.
2.4 "Licensed Products and Services" means (1) any product,
service, apparatus, kit or component part thereof or other
material produced by, or used in, the Licensed Method or the
manufacture, sale, offer for sale or import which in a
particular country:
(a) Is covered by a valid claim of any issued, unexpired
patent within Regents' Patent Rights. A claim within
Regents' Patent Rights shall be presumed to be valid
unless and until it has been held to be invalid by a
final judgment of a court of competent jurisdiction
from which no appeal can be or is taken; or
(b) Is covered by any claim within Regents' Patent Rights
being prosecuted in a pending application directed to
the Invention.
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2.5 "Licensed Field of Use" means the use of the Licensed Products
and Services or Licensed Methods identified in Articles 2.3
and 2.4 only for psoriasis and cancer therapeutics.
2.6 "Licensed Territory" means United States of America, its
territories and possessions, any foreign countries where
Regents has filed or obtained corresponding foreign patents or
applications, and any other foreign countries throughout the
world for which Regents may lawfully grant a license of
Regents' Patent Rights.
2.7 "License Agreement" means the exclusive License Agreement to
be negotiated between Optionee and Regents upon exercise of
the Option in this Agreement.
2.8 "Commercialization Plan" means a written plan containing
information regarding, but not limited to:
(a) a development plan including major performance
milestones to develop the Licensed Products and
Services or Licensed Methods and the estimated time
needed to accomplish;
(b) products to be developed under the invention and
projected first five years of sales;
(c) market strategy to be employed and the organizational
capability needed to successfully execute that
strategy;
(d) expectations as to how/where products will be
produced and quality assured;
(e) identification and backgrounds of key personnel to be
involved in the commercialization program (technical
marketing and management);
(f) financial resources needed to implement and carry out
commercialization plan and Optionee's capability to
finance or obtain financing required.
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2.9 "Research and Development Plan" means a brief description of
the research (technical and/or marketing) including milestone
dates, to be conducted by Optionee during the term of this
Agreement to develop information needed to proceed with
exercise of the option contained in this Agreement.
3. GRANT OF OPTION FOR EXCLUSIVE LICENSE
3.1 Subject to the limitations set forth in this Agreement, and
subject to the licenses granted to the U.S. Government as set
forth in Article 1.6, Regents hereby grants to Optionee under
the Regents' Patent Rights, limited to the Licensed Field of
Use and Licensed Territory, a right to practice the Licensed
Methods and a right to make and use the Licensed Products and
Services to test and evaluate them to determine the interest
by Optionee in exercising the Option contained in this
Agreement.
3.2 Subject to the limitations set forth in this Agreement, and
subject to the licenses granted to the U.S. Government,
Regents hereby grants to Optionee an exclusive, time-limited
right to negotiate, in good faith, the terms of the License
Agreement, limited to the Licensed Field of Use and Licensed
Territory.
3.3 The term of this Agreement is for one year from the effective
date of this Agreement and renewable for one additional year
pursuant to Article 4.2, and further renewable for one
additional year under Article 4.3.
3.4 During the period this Agreement is in effect, Regents will
not license Patent Rights, in the Licensed Field of Use and
Licensed Territory, to any other party other than the U.S.
Government, and otherwise not encumber the Patent Rights in
any manner inconsistent with the provisions of this Agreement.
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3.5 The rights and licenses granted in Articles 3.1 and 3.2 of
this Agreement do not constitute a license to make, have made,
or use Licensed Products and Services or a license to practice
the Licensed Methods except for the sole purpose of conducting
an evaluation to determine the interest by Optionee in
exercising the rights granted in Article 3.2 above. The right
to import, offer for sale, or sell Licensed Products and
Services is expressly excluded from this Agreement.
3.6 Optionee shall notify Regents promptly, at any time during the
term of this Option, if Optionee decides not to exercise the
Option. Optionee shall provide Regents, in reasonable detail,
the basis for such determination. Such Notice of Termination
shall be subject to Article 17 (Notices) and termination will
be effective sixty (60) days from the effective date of such
notice.
3.7 Nothing in this Agreement will be deemed to limit the right of
Regents to publish any and all technical data resulting from
any research performed by Regents relating to the Invention,
and to make and use the Invention, Licensed Products and
Services, Licensed Methods, and associated technology for
educational and research purposes, and for purposes not
inconsistent with this Agreement.
3.8 Optionee will have a continuing responsibility to keep Regents
informed of any changes to its large/small entity status (as
defined by the United States Patent and Trademark Office)
4. OPTION FEES
4.1 As consideration for this Agreement, Optionee must pay to
Regents a non-refundable fee of Twelve Thousand U.S. Dollars
($12,000) upon signing this Agreement.
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4.2 If Optionee wishes to renew this Agreement for an additional
one year, Optionee must provide Regents with a summary of its
progress during the term of this Agreement, along with an
action plan reasonably acceptable to Regents that outlines
Optionee's proposed course of action during the renewal
period, and must pay to Regents an additional Twelve Thousand
U.S. Dollars ($12,000) on or before July 15, 2001. This
election to renew this Agreement must be provided in writing
to the address given in Article 17 (Notices).
4.3 If Optionee wishes to renew this Agreement for a second
additional one year, Optionee must provide Regents with a
summary of its progress during the second year of this
Agreement, along with an action plan reasonably acceptable to
Regents that outlines Optionee's proposed course of action
during the renewal period and must pay to Regents an
additional Twelve Thousand U.S. Dollars ($12,000) on or before
July 1, 2002. This election to renew this Agreement must be
provided in writing to the address given in Article 17
(Notices).
4.4 If at any time during this Agreement, a United States patent
is issued under Regents Patent Rights, an additional option
fee of Five Thousand Dollars ($5,000) will be due within 30
days of notification of such issuance. All future option fees
required under the Agreement, as stated in Articles 4.2. and
4.3, will also be increased by Five Thousand Dollars ($5,000).
5. EXERCISE OF THE OPTION
5.1 If Optionee elects to exercise its Option contained herein to
negotiate a License Agreement under Article 3.2 hereof,
Optionee must notify Regents in writing, as directed in
Article 17 (Notices), prior to the expiration of this
Agreement. In the notice, Optionee will specify the rights it
wishes to negotiate in a license from the Regents, including
(1) the particular patent
Page 7
applications and patents under Regents' Patent Rights and (2)
the particular territories under Licensed Territory. The
notice will also include a Commercialization Plan for the
Invention that is reasonably acceptable to Regents. Failure of
Optionee to so notify Regents is deemed to be an election by
Optionee not to secure a license.
5.2 The License Agreement negotiated upon exercise of this option
will contain provisions as specified in Article 9 (Prospective
Terms Of The License Agreement).
5.3 If Optionee elects to exercise the Option the parties agree to
promptly commence negotiations, in good faith, for a License
Agreement to be entered into no later than ******* after the
date of written notice provided by Optionee under Article 5.1.
5.4 Optionee will have no residual rights upon expiration or
termination of this Agreement, or upon Optionee's decision not
to enter into a License Agreement under this Agreement,
whichever is earlier.
6. GOVERNMENT RIGHTS
6.1 Unless Optionee is notified to the contrary, this Agreement is
subject to all of the terms and conditions of Public Law
96-517 as amended (35 USC 200-212), and Optionee shall take
all action necessary on its part as Optionee to enable Regents
to satisfy its obligations thereunder relating to the
Inventions.
7. PATENT PROSECUTION AND MAINTENANCE
7.1 The Regents shall diligently prosecute and maintain the
Regents' Patent Rights using counsel of the Regents' choice
and reasonably satisfactory to Optionee. The Regents shall
provide Optionee with copies of all relevant documentation so
that Optionee may be informed and apprised of the
Page 8
continuing prosecution, and may provide substantive comment
and input thereon, and Optionee shall keep this documentation
confidential in accordance with Article 18 (Confidentiality)
herein.
7.2 Regents shall endeavor to amend any patent application to
include claims requested by Optionee and required to protect
the products and/or processes contemplated to be sold under
the License Agreement.
7.3 Optionee shall reimburse Regents for all past and present
costs and future costs that are incurred under this Agreement
(with the exception of bills already reimbursed) for
preparing, filing, prosecuting and maintaining Regents' Patent
Rights.
7.4 Regents will endeavor to obtain patent protection on the
Inventions in foreign countries if available and if Optionee
so elects. Regents will keep Optionee informed as to any
foreign patent bar dates. Optionee must notify Regents at
least two months prior to the foreign bar date of its election
to obtain foreign patents. This notice concerning foreign
filing shall be in writing, must identify the countries
desired, and reaffirm Optionee's obligation to underwrite the
costs thereof. The absence of such a notice from Optionee to
Regents shall be considered an election not to secure foreign
rights in the countries not included in the required notice.
7.5 The preparation, filing, prosecuting and maintenance of all
foreign patent applications filed at Optionee's request, as
well as the maintenance of all resulting foreign patents,
shall be at the sole expense of Optionee. Such patents shall
be held in the name of Regents and shall be obtained using
counsel of Regents' choice, reasonably satisfactory to
Optionee.
7.6 Regents shall have the right to file patent applications at
its own expense in any country in which the Optionee has not
elected to secure patent rights,
Page 9
and such applications and resultant patents shall not be
subject to this Agreement.
7.7 Optionee's obligation to reimburse Regents for costs specified
in Article 7.3 shall continue for so long as this Agreement
remains in effect. However, Optionee may terminate its
obligations with respect to any given patent application
within any given country or patent upon sixty (60) days
written notice to Regents. Regents will endeavor to curtail
patent costs when such a notice is received from Optionee.
Regents may continue prosecution and/or maintenance of such
application(s) or patent(s) at its sole discretion and
expense; provided, however, that Optionee shall have no
further right or licenses thereunder.
7.8 Regents shall provide statements to Optionee showing the
amount to be reimbursed to Regents under the provisions of
this Article 7 (Patent Prosecution And Maintenance). Payment
to Regents shall be due within thirty (30) days of the date of
these statements.
8. LIFE OF THE AGREEMENT
8.1 Unless otherwise terminated by operation of law or by acts of
the parties in accordance with the terms of this Agreement,
this Agreement is in full force and effect from the effective
date and will remain in effect for the period specified in
Article 3.3.
8.2 Termination of this Agreement does not affect the rights and
obligations set forth in the following Articles:
Article 15 Indemnification
Article 16 Use Of Names And Trademarks
Article 18 Confidentiality
Article 20 Late Payments
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8.3 Termination of this Agreement does not relieve Optionee of its
obligation to pay any monies due or owed at the time of such
termination and does not impair any accrued right of Regents.
9. PROSPECTIVE TERMS OF THE LICENSE AGREEMENT
9.1 The License Agreement resulting from this option must include,
but will not be limited to, the following provisions:
(a) the grant of an exclusive right, with the right to
sublicense, to make, have made, use, sell, offer for
sale and import Licensed Products and Services and
use Licensed Method limited to the Licensed Field of
Use and the Licensed Territory for the life of the
last to expire patent under Regents' Patent Rights;
(b) *******;
(c) *******;
(d) *******;
(e) *******;
(f) diligence terms;
(g) *******.
9.2 The License Agreement will include other standard and
customary terms normally contained in similar License
Agreements granted by Regents.
10. DUE DILIGENCE
10.1 Subject to Article 10.2, Optionee shall diligently undertake
the research program outlined in its Research and Development
Plan summarized in Appendix A.
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10.2 Optionee will exercise due diligence in conducting research on
potential commercial applications and provide evidence of its
diligence pursuant to Article 11 (Reporting Obligations).
11. REPORTING OBLIGATIONS
11.1 During the term of this Agreement, Optionee shall provide
Regents with semi-annual progress reports. These reports shall
be due on or before the following dates of each calendar year:
(a) Feb. 28 for the preceding six month period ending
Dec. 31.
(b) Aug. 31 for the preceding six month period ending
June 30.
11.2 These reports shall include:
(a) a written summary of Optionee's progress toward
developing commercial products based on the
Invention;
(b) an accounting of the financial and other resources
devoted to any technology development activities
pertaining to the Invention;
(c) an update on Optionee's large/small entity status.
12. TERMINATION BY REGENTS
12.1 If Optionee violates or fails to perform any term of this
Agreement, then Regents may give written notice (Notice of
Default) of such default to Optionee. If Optionee fails to
repair such default within sixty (60) days of the date of the
Notice of Default, Regents has the right to terminate this
Agreement by a second written notice (Notice of Termination)
to Optionee. If a Notice of Termination is sent to Optionee,
this Agreement will automatically terminate on the effective
date of such notice. These notices are subject to Article 17
(Notices).
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13. TERMINATION BY OPTIONEE
13.1 Optionee has the right at any time to terminate this Agreement
or to terminate its rights to Regents' Patent Rights by giving
notice in writing to Regents. Such Notice of Termination shall
be subject to Article 17 (Notices) and such termination shall
be effective sixty (60) days from the effective date of such
notice.
13.2 Any termination pursuant to Article 13.1 will not relieve
Optionee of any obligation or liability incurred under the
Agreement.
14. LIMITED WARRANTY
14.1 Regents warrants to Optionee that it has the lawful right to
grant the option contained herein.
14.2 THIS AGREEMENT AND ASSOCIATED INVENTION ARE PROVIDED WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. REGENTS
MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS
AND SERVICES, BIOLOGICAL MATERIALS OR LICENSED METHODS WILL
NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
14.3 IN NO EVENT WILL REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS
AGREEMENT OR THE USE OF THE LICENSED PRODUCTS AND SERVICES.
14.4 Nothing in this Agreement may be construed as:
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(a) a warranty or representation by Regents as to the
validity or scope of any Regents' Patent Rights;
(b) a warranty or representation that anything made,
used, sold, offered for sale, imported, or otherwise
disposed of under any license of Regents' Patent
Rights is or will be free from infringement of
patents of third parties; or
(c) an obligation by either party to bring or prosecute
actions or suits against third parties for patent
infringement;
(d) conferring by implication, estoppel or otherwise any
license or rights under any patents of Regents other
than Regents' Patent Rights as defined herein,
regardless of whether such patents are dominant or
subordinate to Regents' Patent Rights;
(e) an obligation to furnish any know-how not provided in
Regents' Patent Rights.
15. INDEMNIFICATION
15.1 Optionee indemnifies, holds harmless and defends
Regents, its officers, employees, and agents; the
sponsors of the research that led to the Invention;
and the inventors of the patents and patent
application in Regents' Patent Rights and their
employers against any and all claims, suits, losses,
damages, costs, fees, and expenses resulting from or
arising out of exercise of this Agreement.
15.2 Regents shall promptly notify Optionee in writing of
any claim or suit brought against Regents in respect
of which Regents intends to invoke the provisions of
this Article 15. Optionee will keep Regents informed
on a current basis of its defense of any claims
pursuant to this Article 15.
16. USE OF NAMES AND TRADEMARKS
16.1 Nothing contained in this Agreement shall be
construed as conferring any right upon Optionee to
use in advertising, publicity, or other promotional
activities any name, trade name, trademark, or other
designation of The
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Regents of the University of California or any of its
campuses unless required by law or consented to in
writing by Regents, which consent shall not be
unreasonably withheld.
17. NOTICES
17.1 All notices under this Agreement must be in writing
and deposited in the United States mail, registered
or certified, and addressed as follows:
To Regents: The Regents of the University of California
Office of Technology Licensing
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000-0000
Attn.: Director (UC Case No. B00-005)
To Optionee: Neurobiological Technologies, Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attn: President
Either party may change its address upon written notice to the other
party.
18. CONFIDENTIALITY
18.1 Optionee and Regents respectively shall hold the other party's
proprietary business, terms of this Agreement, patent
prosecution material, and technical information against
disclosure to third parties with the same degree of care as it
exercises with its own data and license agreements of a
similar nature.
18.2 Nothing in this Agreement restricts the right of Optionee or
Regents to use, disclose, or otherwise deal with any
information or data that:
(a) at the time of disclosure to a receiving party is
generally available to the public or thereafter
becomes generally available to the public by
publication or otherwise through no act of the
receiving party;
Page 15
(b) the receiving party can show by written record was in
its possession prior to the time of disclosure to it
and was not acquired directly or indirectly from the
disclosing party;
(c) is independently made available to the receiving
party as a matter of right by a third party;
(d) is subject to disclosure under the California Public
Records Act or other requirements of law.
18.3 Regents is free to release to the inventors and senior
administrators employed by Regents the terms and conditions of
this Agreement. If such release is made, Regents shall give
notice of the confidential nature and shall request that the
recipient does not disclose such terms and conditions to
others. If a third party inquires whether a license to
Regents' Patent Rights is available, Regents may disclose the
existence of this Agreement and the extent of the grant in
Article 3 (Grant Of Option For Exclusive License) to such
third party, but will not disclose the name of Optionee or any
other terms or conditions of this Agreement, except where
Regents are required to release information under either the
California Public Records Act or other applicable law.
18.4 Optionee and Regents will destroy or return to the disclosing
party proprietary information received from the other in its
possession within fifteen (15) days following the effective
date of termination. However, each party may retain one copy
of proprietary information for archival purposes in nonworking
files. Optionee and Regents will provide each other, within
thirty (30) days following termination, with a written notice
that proprietary information has been returned or destroyed.
18.5 The terms of this Article 18 (Confidentiality) will not expire
until five (5) years from the official date of termination of
this Agreement.
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19. ASSIGNABILITY
19.1 This Agreement is binding upon and shall inure to the benefit
of Regents, its successors and assigns, but shall be personal
to, and be personal property of, Optionee and assignable by
Optionee only with the written consent of Regents. The
Optionee may assign the Agreement without such consent to any
party with which Optionee shall merge or to which Optionee
shall transfer all or substantially all of its assets. Regents
shall be notified prior to any assignment under Article 17
(Notices).
20. LATE PAYMENTS
20.1 If any payments are not received by Regents when due, Optionee
must pay to Regents interest charges on such payments at a
rate of ten percent (10%) per annum. Such interest is
calculated from the date payment was due until the date
actually received by Regents.
21. SCOPE OF AGREEMENT
21.1 This Agreement, together with the Secrecy Agreement dated
October 26, 1999 constitutes the entire agreement between the
parties. No representative of Regents or Optionee has been
authorized to make any representation, warranty, or promise
not contained herein.
22. SEVERABILITY
22.1 The provisions of this Agreement are severable, and if any
provision of this Agreement is determined to be invalid or
unenforceable under any controlling body of law, such
invalidity or enforceability will not in any way affect the
validity or enforceability of the remaining provisions hereof.
23. APPLICABLE LAW
23.1 THIS AGREEMENT WILL BE CONSTRUED, INTERPRETED, AND APPLIED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF
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CALIFORNIA. IF EITHER PARTY UNDERTAKES LEGAL ACTION ARISING
UNDER THIS AGREEMENT, THEN SUCH LEGAL ACTION WILL TAKE PLACE
IN SAN FRANCISCO, CALIFORNIA. THE PREVAILING PARTY WILL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES IN ADDITIONS TO COSTS
AND NECESSARY DISBURSEMENTS.
24. MISCELLANEOUS
24.1 The headings of the several sections are inserted for
convenience of reference only and are not intended to be a
part of or to affect the meaning of interpretation of this
Agreement.
24.2 This Agreement will not be binding upon the parties until it
has been signed below on behalf of each party, in which event,
it shall be effective as of the date recited on page one.
24.3 No amendment or modification hereof shall be valid or binding
upon the parties unless made in writing and signed on behalf
of each party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
originals by their duly authorized officers or representatives.
THE REGENTS OF THE UNIVERSITY NEUROBIOLOGICAL
OF CALIFORNIA TECHNOLOGIES, INC.
Signature
/s/ Xxxxxxx X. Xxxxxxx Signature /s/ Xxxx X. Xxxxxxx
-------------------------------- ---------------------------
Name Xxxxxxx X. Xxxxxxx Name Xxxx X. Xxxxxxx
-------------------------------- ---------------------------
Director, Office of Technology
Title Licensing Title President and CEO
-------------------------------- ---------------------------
Date July 27, 2000 Date July 26, 2000
-------------------------------- ---------------------------
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APPENDIX A - RESEARCH AND DEVELOPMENT PLAN
PROPOSED WORKPLAN FOR CRH ANALOGS
It has been ascertained that aforementioned CRH analogs differ from
Neurobiological Technologies, Inc's. CRH (XERECEPT(TM)) in at least the
following three properties:
1. CRH-analogs exhibit stronger anti-neoplastic properties than CRH
2. CRH-analogs are weaker anti-edema compounds than CRH
3. Hypotension is less likely to occur with CRH-analogs than with CRH
A work plan would encompass in vivo models to screen CRH-analogs in terms of
arriving at the most optimum CRH-analog for clinical purposes. Such a screen
should also review the possibility of combining CRH and a CRH-analog to
potentially create a cocktail that would possess both anti-neoplastic and
anti-edema properties. After "proof of concept" is established in vivo, closer
examination of manufacturing details and toxicology studies would be necessary.
146636 x00.XX (355803!.DOC)
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