EXHIBIT 10.42
COLLABORATIVE RESEARCH AGREEMENT
This Collaborative Research AGREEMENT (herein "AGREEMENT") made on
December, 18 2002, by and between THE SCHOOL OF PHARMACY, UNIVERSITY OF LONDON
having a place of business located at 00-00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
("SOP") and DOR BioPharma, Inc., whose registered office is 00000 Xxxxxxx Xxxxx,
Xxxx Xxxxxx, Xxxxxxxx 00000 (the "COMPANY")
RECITALS
WHEREAS, SOP is pursuing research in the area of microencapsulated
vaccines.
WHEREAS, the COMPANY is willing to sponsor such research.
WHEREAS, the COMPANY desires to obtain certain rights to patents and
technology resulting from the research.
WHEREAS, the SOP is willing to grant certain rights to patents and
technology that result from the research.
NOW THEREFORE, in consideration of the mutual covenants and promises
herein made, the SOP and the COMPANY agree as follows:
In consideration of the sum of one hundred thousand dollars ($100,000
USD) exclusive of VALUE ADDED TAX, payable quarterly in advance and of the
obligations of the COMPANY set out hereunder SOP will use all reasonable
endeavours to undertake a programme of research entitled entitled,
"microencapsuled delivery of vaccines", details of which are contained in Annex
1 ("THE PROJECT"), described on Annex I in accordance with the terms and
conditions set out hereafter.
1 DURATION
This contract shall commence on the Effective Date of this Agreement,
or on such other date as may be agreed between the parties in writing, and
terminate one (1) year later unless extended by mutual agreement of the Parties
in writing or prematurely terminated in accordance with the provisions of Clause
8 below.
2 REPORTS
SOP personnel shall meet with the COMPANY at such times as the COMPANY
requests to provide a verbal report on the PROJECT. SOP shall provide written
progress reports to the COMPANY every six months and after completion shall
provide a final report.
3 PERSONNEL
The PROJECT will be supervised by Xx. Xxx Xxxxx ("PRINCIPAL
INVESTIGATOR") of the THE PROJECT at SOP or such other member or members of
staff as the COMPANY and SOP shall mutually agree. The PRINCIPAL INVESTIGATOR
will have the assistance of a RESEARCH WORKER(S) who will be supported from the
funds made available by the COMPANY under this Agreement. The PROJECT
CO-ORDINATOR within the COMPANY will be Xx. Xxxxxx X. Xxxx.
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4 PAYMENT
4.1 Payment by the COMPANY shall be made quarterly in advance according to
the Schedule in Annex 2 (FINANCIAL SUMMARY) upon submission of an
invoice by SOP. Said invoice shall include VALUE ADDED TAX at the
prevailing rate, if applicable. Payment by the COMPANY shall be made
within 30 days of the presentation of the invoice.
4.2 In the event of premature termination under Clause 8 hereof final
payment shall include those costs incurred and falling due for payment
up to the date of termination and also for expenditure falling due for
payment thereafter which arises from commitments reasonably and
necessarily incurred by SOP for the performance of the PROJECT prior to
the date of termination.
5 OWNERSHIP OF RESULTS
5.1 For the avoidance of doubt all background information and know-how used
in connection with the PROJECT shall remain the property of the Party
introducing the same.
5.2 The intellectual property rights arising from the PROJECT shall vest in
SOP which reserves the right to determine whether or not, and in which
countries, patent applications shall be filed. Within thirty days (30)
from disclosure of an invention arising from THE PROJECT, SOP shall
notify the Company in writing of such disclosure. SOP shall grant the
COMPANY right of first refusal to an exclusive license to use, or have
used, have made, PROJECT intellectual property rights under terms to be
negotiated in good faith.
5.3 SOP and the PRINCIPAL INVESTIGATOR will grant to the COMPANY, an
exclusive worldwide license to Know-How relating to the delivery of
microencapsuled vaccines. Know-How shall be defined as, any information
and materials, including but not limited to, information, processes,
formulas, data, know-how and trade secrets, published or not,
patentable or otherwise, which relate to microencapsuled delivery of
vaccines, which are in the SOP's or the PRINCIPAL INVESTIGATOR's
possession or control and as to which the COMPANY has the right to
license or sublicense, and which relate to the development,
manufacture, marketing, use or sale of Products. Such know-how shall
include, without limitation, all chemical, pharmaceutical,
toxicological, clinical, assay control, manufacturing, regulatory, and
any other information used or useful for the development and/or
regulatory approval of vaccines.
6 CONFIDENTIALITY
Any information relating to the COMPANY's operations shall be regarded
as confidential and shall not, without the prior written consent of the COMPANY
be used (except in connection with the PROJECT), published, or disclosed by SOP,
the PRINCIPAL INVESTIGATOR or the RESEARCH WORKER(S). This restriction does not
apply to information which is, or at the time of publication or disclosure has
become, public knowledge through no act or default of SOP, the PRINCIPAL
INVESTIGATOR or the RESEARCH WORKER(S).
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7 PUBLICATION
Notwithstanding the provisions of clause 6 above, the COMPANY
recognises that SOP may wish to publish information derived from the PROJECT in
the academic press and/or to divulge such information at academic meetings or
symposia. Any such publications or disclosure may only be made after the
PRINCIPAL INVESTIGATOR of SOP has submitted copies of same to the PROJECT
CO-ORDINATOR of the COMPANY, who may require a delay in publication or
disclosure to protect the COMPANY's commercial interests and removal of any
confidential information of the COMPANY. Any such delay shall be kept to a
minimum and shall in no case exceed a period of six months from submission.
Publications arising out of the PROJECT shall carry an acknowledgement of the
financial support of the COMPANY, unless the COMPANY requests otherwise.
8 TERMINATION
The COMPANY or SOP may terminate the Agreement by giving three months
written notice by recorded or registered post to the other party where it
considers termination justified on the grounds that no further purpose would be
served by continuing the PROJECT. Notice of termination will only be given by
either party after full discussion with the other party of the reasons for the
proposal to give such notice.
9 LIABILITY
9.1 SOP shall use all reasonable endeavours to ensure the accuracy of the
work performed and any information given. However SOP makes no
warranty, express or implied, as to accuracy and will not be held
responsible for any consequences arising out of any inaccuracies or
omissions.
9.2 The parties agree and declare that the obligations of SOP and its
employees shall cease upon delivery of the reports and that no
liability whatsoever either direct or indirect shall rest upon them for
the effects of any product or process that may be produced by the
COMPANY or any other party, notwithstanding that the formulation of
such product or process may be based on the findings of the PROJECT.
9.3 Neither party shall be liable to the other for any death or injury,
unless it is caused by the negligence of that party or its
representatives nor shall it be liable to the other for any other loss
or damage whatsoever unless it is caused by its wilful default of that
or that of its representatives.
10 FORCE MAJEURE
In the event that either party is delayed or impeded in the performance of its
obligations hereunder by any cause beyond its reasonable control it shall be
entitled to such extension of time for such performance as may be fair and
reasonable in all the circumstances.
13 NOTICES
Any notice to be given under this Agreement shall be sent by facsimile and
confirmed by mail to the following addresses:
SOP Xx Xxxx Xxxxxx
Commercial Development Office
The School of Pharmacy, University of London
00-00 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Tel: x00 (0)00 0000 0000
Fax: x00 (0)00 0000 0000
COMPANY
Attention: President
DOR BioPharma, Inc.
00000 Xxxxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
XXX
Tel: (000) 000-0000
Fax: (000) 000-0000
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12 ARBITRATION
In the event of a dispute arising between the parties hereto as to the true
intent and meaning of this Agreement or the implementation thereof in any way
the said dispute shall be conducted before a single arbitrator to be appointed
failing agreement between the parties by the President for the time being of the
Institute of Arbitrators. The decision by the arbitrator shall be final and
binding upon and enforceable against the parties.
13 APPLICABLE LAW
This Agreement and all terms, provisions and conditions of the Project and
all questions of construction, validity and performance under this Agreement
shall be governed by English Law.
Signed for and on behalf of SOP by
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Name:
Position:
Signed for and on behalf of the COMPANY by
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Name:
Position:
ANNEX 1 - THE PROJECT
1. Intranasal and oral microencapsuled delivery of anthrax vaccine
2. Intranasal and oral microencapsuled delivery of plague vaccine
3. Intranasal and oral microencapsuled delivery of smallpox vaccine
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