EXHIBIT 10.5
EXTENSION MODIFICATION OF RESEARCH COLLABORATION
AGREEMENT BETWEEN
B TWELVE, INC. (dba) KYTO BIOPHARMA, INC.
AND
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
Modification No. 2
RF NO. (100) 1009663 - 006850
Effective December 17th, 2004
The agreement entered into between FOUNDATION and COLLABORATOR made
effective as of August 19th, 1999 (the "Agreement") and modified by Modification
No. 1, Effective as of February 27th, 2001 (the "Modification I"), is hereby
further amended in this Modification 2 as follows, effective December 17, 2004:
1. The "COLLABORATOR" in the Agreement and "Contractor" in Modification 1
shall be KYTO BIOPHARMA, INC., doing business through B Twelve Limited,
incorporated and organized under the laws of Canada and the Province of
Ontario, on March 5, 1999, with its principal offices located at c/o B
Twelve Limited, 00 X. Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0.
2. The terms "COLLABORATOR" in the Agreement and "Contractor" in Modification
1 shall be used interchangeably and shall be as defined in this
Modification 2 as "CONTRACTOR". The CONTRACTOR shall be KYTO BIOPHARMA,
INC. and B Twelve Limited, jointly and severally.
3. Any reference to the UNIVERSITY in the Agreement shall be deleted and
replaced with the FOUNDATION. The FOUNDATION assumes all rights, duties,
and obligations of UNIVERSITY, if any, from the Agreement.
4. CONTRACTOR and FOUNDATION shall pay the non-breaching party's litigation,
court, and other fees and expenses, including attorney's fees, for any
action to remedy a material breach hereunder, including non-payment of
money owed or non-performance of the Research Plan as required.
5. CONTRACTOR and FOUNDATION acknowledges that the "3-Way Confidentiality and
Nondisclosure Agreement: dated June 1, 2003 was never fully executed and is
rescinded and void. The Agreement contains a confidentiality provision for
the conduct of this relationship which will govern.
6. The parties agree to amend Article III, Performance of Research, Subpart
14. a) as follows:
a) ii. To authorize the initiation of Phase III research to the Research
Plan as put forth in Exhibit B-2, attached, and;
A. For CONTRACTOR to authorize additional funding of $35,000.00 USD to be
appropriated for the initial 6 months of the conduct of the Research Plan
from January 1, 2005 through June 30, 2005, and;
1. Such payment to be made to the FOUNDATION by CONTRACTOR prior to or upon
the execution date of this Modification. The parties agree that no work on
the Research Plan shall commence until full payment is received by
FOUNDATION.
7. The parties agree to delete Subpart b. of Article 14, Award, in its
entirety.
8. Pursuant to and subject to Section 3 of the Agreement, the parties shall
cooperate in making a determination of ownership of any intellectual
property rights.
9. The parties agree to amend Article III, Subpart 15, Basic Term as follows:
Notwithstanding Article 16, Default and Termination, this Agreement shall
continue in perpetuity unless otherwise terminated by mutual consent of the
parties.
10. It is agreed that CONTRACTOR shall, with due diligence, amend )Patent NO.
5,688,504 awarded to Xx. Xxxxx Xxxxxxx Xxxxxx Jr. and owned by CONTRACTOR
to legally establish joint ownership of the same by CONTRACTOR and
FOUNDATION and shall prepare and execute all necessary documents to that
end.
11. Under Modification No. 1, the Research Laboratory shall enter into a
Confidentiality Agreement with either CONTRACTOR or FOUNDATION which is
acceptable in all respects to FOUNDATION at its sole discretion. The
parties agree that the Mutual Confidentiality and NonDisclosure Agreement
between Contractor and Medarex, Inc. is acceptable. This Agreement is
attached hereto as Attachment 3.
12. Except as amended as herein above set forth, the said Agreement and
Modification No.1 between the parties is hereby ratified and confirmed and
shall continue in full force and effect according to its terms as evidenced
by the signatures below.
THE RESEARCH FOUNDATION KYTO BIOPHARMA, INC.
OF STATE UNIVERISTY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx 12/17/04 By: /s/ Xxxx Xxx Xxxxxx Dec 17 2004
------------------------------- ---------------------------------
Signature Date Signature Date
Printed Name and Title: Printed Name and Title:
Xxxxxx X. Xxxxx Xxxx Xxx Xxxxxx
Xx. Contract & Grant Specialist
Exhibit B Amendment 2
SUNY-KYTO Research update and future work
1. Humanized monoclonal antibodies to human transcobalamin (TC)
2. Purification of the receptor for TC-Cbl
3. Further purification and identification of the receptor
4. Generation of monoclonal antibodies to the receptor protein
5. Alternate strategies for blocking the receptor protein
