EXHIBIT 10.15
RESEARCH MATERIAL TRANSFER AND COLLABORATION AGREEMENT
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Lakaro Biopharmaceuticals, Inc., a corporation organized under the laws of the
State of Delaware, USA, with offices at 000 Xxxxxxx Xxxxxx, XX, XX 00000 and
000 Xxxxx Xxxx, Xxxxxxxxx 00000 Xxxxxx ("Lakaro"), will provide research
material to *** ("Investigator") for testing on the terms and conditions set
forth in this Research Material Transfer Agreement ("Agreement").
1. Lakaro will generate at least two novel peptides based upon a list of
kinases supplied by Investigator to be used as research material as further
described in Section 19, which may be amended during the term of this Agreement
by the written consent of both parties ("Research Materials"). The Research
Materials will be tested in the Areas of Focus as set forth in Section 20
("Research Studies").
2. Investigator agrees that any and all Research Materials will be used
under suitable containment conditions solely for in vitro and in vivo laboratory
studies or animal testing, and will not be used in humans. Investigator
acknowledges that the Research Materials are not intended for human use and,
pursuant to United States Food and Drug Administration regulations, animals
receiving Research Materials and by-products of such animals may not enter the
food chain. Investigator will comply with all federal, state and local laws and
regulations applicable to the Research Materials.
3. The Research Materials are being provided to Investigator pursuant to a
limited license, the sole purpose of which shall be for Investigator to test the
Research Materials to determine their efficacy in the Research Studies, and will
not be used for any commercial purposes. Investigator further agrees that it
shall not use the Research Materials to analyze the chemical contents of the
Research Materials or make peptide derivatives or peptidomimetics and that
Research Materials will not be transferred or provided to third parties either
within or outside the Investigator's premises without Lakaro's prior written
approval. Investigator acknowledges that Lakaro has informed it that the
Research Materials being provided pursuant to this Agreement are able to
modulate skin biology, including, but not limited to, hair growth and skin
pigmentation.
4. Lakaro shall generate the Research Materials within two (2) months
after receiving signed Agreement from the Investigator. Investigator shall have
up to six (6) months from receipt of the Research Materials to test them
against its in vitro screen.
5. Upon reasonable request by Investigator, Lakaro will assist
Investigator in the Research Studies. Investigator shall provide Lakaro with
access to a summary of the results of its testing of the Research Materials in
the Research Studies within thirty (30) days after the completion of the
Research Studies. Upon completion of the Research Studies, Investigator shall
return to Lakaro or destroy all Research Materials in Investigator's possession.
6. The parties will periodically communicate during the conduct of the
Research Studies by conference call and written updates describing the status of
Research Studies.
7. Neither party may publish or otherwise disclose data or results
obtained using the data generated by Investigator from the Research Materials
provided (e.g., the results set forth in the summary of Section 5) without the
other party's prior written approval.
8. Unless otherwise expressly provided in writing by Lakaro, no right or
license in or to patents, patent applications, trade secrets or other
intellectual property rights of Lakaro, is granted or implied hereunder, except
for the sole purpose of conducting the studies specifically described herein.
9. Investigator acknowledges that the Research Materials are the
confidential property of Lakaro and that in the course of performing the
research studies, both parties recognize that Investigator will and Lakaro may
receive confidential technical and business information of the other party
("Information"). Each party hereby agrees not to use the Information it
receives except for the purpose of conducting the Research Studies and not to
disclose the Information to third parties without the express written permission
of the other party, except for Information:
(a) that is approved in writing for release by the disclosing party without
restrictions; or
(b) that the receiving party can demonstrate by written records was
previously known to the receiving party; or
(c) which is now public knowledge, or becomes public knowledge, or becomes
public knowledge in the future, other than through acts of omissions
the receiving party in violation of this Section 9;
(d) which is lawfully obtained by the receiving party from sources
independent of the disclosing party who have a lawful right to
disclose such Information; or
(e) which is independently developed or acquired by personnel of
the receiving party who have not had access to, or knowledge of, the
Information.
In case Information is provided in oral form, the above obligation shall apply
only to the extent such oral Information has been confirmed in writing to the
other party and marked Confidential within forty five (45) days after the date
of oral disclosure. The obligations under the terms of this Section 9 shall
remain in effect for five (5) years after the effective date of this Agreement.
Each party shall be entitled to retain for its legal files a copy of all
Information received under this Agreement for the sole purpose of determining
the scope and effect of its confidentiality obligations hereunder.
10. Investigator shall pay Lakaro the amount of **** as applicable as
compensation for expenses incurred in the generation of the Research Materials.
Otherwise, each party will bear its own expense for conducting the Research
Studies under this Agreement.
11. During the term of this Agreement and for up to three(3) months
following the termination of this Agreement, unless mutually extended by the
parties in writing, Investigator shall have an exclusive period in which to
enter into a license and co-development agreement with Lakaro for Research
Materials ("Option Period"). Investigator and Lakaro shall pursue applications
for jointly-held patents where appropriate in connection with the Research
Materials and proprietary materials of Investigator.
12. Lakaro shall not have the right to publicize the existence of the
relationship reflected in this Agreement without the prior written approval by
Investigator of the proposed publication in each case.
13. Lakaro acknowledges that Investigator and its affiliates are in the
business of manufacturing and selling cosmetic and pharmaceutical products in
the Areas of Focus that may contain peptides and have an ongoing research and
development effort relating to such products. In addition, Investigator may
consult with, supply, and jointly develop with third parties such products.
Nothing contained herein shall be construed to prevent Investigator from
continuing such activities provided only that Investigator shall not reveal to
such third parties, or use for any purpose (other than as permitted by this
Agreement), any Confidential Information of Lakaro covered by this Agreement.
14. LAKARO PROVIDES NO WARRANTIES FOR THE RESEARCH MATERIALS, EXPRESS
OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND
LAKARO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
15. This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Israel, without reference to conflict
of laws principles. Both parties will use their best efforts to settle all
disputes amicably.
16. No modification to this Agreement, nor any waiver of any rights,
shall be effective unless assented to in writing by the party to be charged and
the waiver of any breach or default shall not constitute a waiver of any other
right hereunder or any subsequent breach or default. This Agreement constitutes
the entire and exclusive Agreement between the parties hereto with respect to
the subject matter hereof and supersedes and cancels all previous registrations,
agreements, commitments and writings in respect thereof.
17. Either party may assign this Agreement to a parent, subsidiary,
affiliate or division of that party following written notification of such
assignment to the other party.
18. Each person signing below and each Party on whose behalf such person
executes this Agreement warrants that he or it, as the case may be, has the
authority to enter this Agreement and perform or cause the party on whose
behalf he has signed to perform the obligations hereunder.
19. Description and amount of the Research Materials to be provided by
Lakaro :
***
20. Investigator will test one or more of the Research Materials in the
following Areas of Focus: (i) enhancement of melanogenesis and (ii) the growing
and/or retardation of hair.
21. This Agreement shall terminate upon the submission to Lakaro of the
summary set forth in Section 5. The obligations of the parties under Sections
7, 8, 9, 11, 12, 13, 14 and 15 shall survive the termination of this Agreement.
Lakaro Biopharmaceuticals, Inc. Investigator
By: /s/ Xxxxxxxx Xxxx By: /s/ ***
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Print Name: Xxxxxxxx Xxxx Print Name: ***
Title: President Title: ***
Date: December 12, 1999 Date: December 14, 1999
