Confidential treatment has been requested for portions of this document.
Brackets indicate portions of text that have been omitted. A separate filing
of such omitted text has been made with the Commission as part of the
Company's application for confidential treatment.
RESEARCH AGREEMENT
This AGREEMENT entered into this 27th day of June, 1994 (the "Effective
Date"), by and between CV Therapeutics, Inc., having its principal office at
0000 Xxxxxxxx Xx., Xxxxxxxx Xxxx, XX 00000 (hereinafter referred to as
"Sponsor"), and the UNIVERSITY OF FLORIDA, a non-profit educational institution
of the State of Florida located in Gainesville, Florida (hereinafter referred to
as the "University").
WITNESSETH:
WHEREAS, Sponsor desires the research assistance of certain technically
qualified persons having access to certain facilities and equipment;
WHEREAS, Sponsor desires to fund said research entitled "Adenosine
Receptor" attached hereto as Appendix A;
WHEREAS, Sponsor has entered into a License Agreement with the University
of Florida Research Foundation, Inc. ("UFRFI") dated June 27, 1994, for the
Field of Use described as human pharmaceuticals. UFRFI and the University of
Florida, an educational institution having its principal office at 000 Xxxxxxx
Xxxx, Xxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "University"), have
agreed that the research described herein shall be conducted by University;
WHEREAS, University is willing to cooperate with and assist Sponsor by
furnishing such personnel, and facilities as may be required;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
I DEFINITIONS:
As used herein, the following terms shall have the following meanings:
1.1 "CONTRACT PERIOD" is June 27, 1994, through June 26, 1996,
which shall be extended through June 26, 1997, unless Sponsor has also
terminated the License Agreement, during which the University shall perform the
Project Work.
1.2 "LICENSE AGREEMENT" shall mean that certain License Agreement dated
June 27, 1994, to which this Research Agreement is attached.
1.3 "PROJECT DESCRIPTION" shall mean the description of the Project
Work, including budget, as described in Appendix A.
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1.4 "PROJECT WORK" shall mean the research work, as described in
Appendix A hereof to be performed by University under this Agreement.
1.5 "RESEARCHER(S)" shall mean individually and collectively Dr. Xxxx
Xxxxxxxxxxxx (hereinafter referred to as the "Principal Investigator"), Dr.
Xxxxxxx Xxxxx, graduate students, other professional personnel and/or other
employees of University participating in the actual performance of the Project
Work.
1.6 "SPONSOR" shall mean the Licensee defined and described in the
License Agreement between Licensee and UFRFI.
II RESEARCH WORK
2.1 University shall perform the Project Work substantially in
accordance with the terms and conditions of this Agreement.
2.2 University agrees that Xx. Xxxxxxxxxxxx shall act as the Principal
Investigator for the Project Work. If Xx. Xxxxxxxxxxxx leaves University, or
terminates his involvement in this Agreement, University shall use its best
efforts to find a replacement acceptable to Licensee. If University fails to do
so, Licensee shall have the right to terminate this Agreement on thirty (30)
days written notice.
2.3 The parties acknowledge that certain portions of the Project Work
may be performed by Xx. Xxx Xxxxxx at the University of South Florida under a
subcontract of this Agreement. University shall not subcontract the Project
Work to any other third party without the prior written consent of Sponsor,
which consent shall not be unreasonably withheld. University agrees that any
such subcontract shall provide that any University Patents and University
Inventions conceived pursuant to such subcontract shall be assigned to
University and shall be subject to the License Agreement.
III REPORTS AND CONFERENCES
3.1 University shall disclose to Sponsor, on a semi-annual basis and in
writing, all of the results of the Project Work including but not limited to all
University Inventions, Joint Inventions, know-how, data, conclusions, results,
observations, procedures and the like; all of which shall be deemed to be
subject to Sponsor's license under the Patent Rights and Know-How pursuant to
the License Agreement. Sponsor shall disclose to University, on a semi-annual
basis and in writing, all of its results of the Project Work including but not
limited to all Joint Inventions, know-how, data, conclusions, results,
observations, procedures and the like.
3.2 If requested by Sponsor, during the term of this Agreement,
representatives of the University will meet with representatives of Sponsor at
times and places mutually agreed upon to discuss the progress and results, as
well as ongoing plans, or changes therein, of the Project Work to be performed
hereunder. Sponsor will reimburse the University for reasonable travel and
living expenses incurred in connection with such meetings.
2
IV RESEARCH FUNDING
4.1 Subject to the terms and conditions of this Agreement, Sponsor
shall support the Project Work by a [
] payable as follows:
4.1.1 Commencing on [ ], Sponsor
shall pay the University [
] and
4.1.2 At [ ], commencing on [
] Sponsor shall pay the University [
].
4.2 Such grant amount shall cover both [ ] and shall be
allocated according to the Project Description. Unless otherwise agreed in
writing, the total costs to Sponsor for the Project Work shall not exceed [
].
4.3 Should this Agreement be terminated pursuant to Section IX hereof
prior to its expiration, Sponsor shall [
] provided, however, that Sponsor shall [
] which shall include [ ] and [
]. After [
], any obligation of [
]. In addition, if this Agreement is [
].
V PUBLICITY
5.1 Sponsor shall not use the names of the University or UFRFI nor of
any of their employees, nor any adaptation thereof, in any advertising,
promotional or sales literature without prior written consent obtained from
UFRFI in each case, except that Sponsor may state that it is licensed by UFRFI
under one or more of the patents and/or applications comprising the Patent
Rights. The parties agree to issue a mutually press release, on or after the
Effective Date.
VI PUBLICATIONS
6.1 Sponsor recognizes that under University academic policy, the
results of a University research project must be publishable and agrees that
Researchers engaged in the Project Work shall be permitted to present at
symposia, national or regional professional meetings and to publish in journals,
theses or dissertations, or otherwise of their own choosing, methods and results
of Project Work or any of the University Inventions or Joint Inventions,
provided, however, that Sponsor shall have been furnished copies of any proposed
publication
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or presentation at least forty (40) days in advance of the submission of such
proposed publication or presentation to a journal, editor or other third party.
Sponsor shall have thirty (30) days, after receipt of said copies, to object to
such proposed presentation or proposed publication either because there is
patentable subject matter which needs protection and/or there is Confidential
Information of Sponsor contained in the proposed publication or presentation.
In the event that Sponsor makes such objection, the said Researcher(s) shall
refrain from making such publication or presentation for a maximum of three (3)
months in order for the University to file patent application(s) with the United
States Patent and Trademark Office and/or foreign patent office(s) directed to
the patentable subject matter contained in the proposed publication or
presentation.
VII CONFIDENTIALITY
7.1 Anything in this Agreement to the contrary notwithstanding, any and
all knowledge, know-how, practices, process or other information of any kind and
in any form (hereinafter referred to as "Confidential Information") disclosed or
submitted, either orally, in writing or in other tangible or intangible form
which is designated as Confidential Information, to either party by the other
shall be received and maintained by the receiving party in strict confidence and
shall not be disclosed to any third party. Furthermore, neither party shall use
the said Confidential Information for any purpose other than those purposes
specified in this Agreement. The parties may disclose Confidential Information
to the minimum number of its employees reasonably requiring access thereto for
the purposes of this Agreement provided, however, that prior to making any such
disclosures each such employee shall be apprised of the duty and obligation to
maintain Confidential Information in confidence and not to use such information
for any purpose other than in accordance with the terms and conditions of this
Agreement.
7.2 Nothing contained herein will in any way restrict or impair either
parties right to use, disclose, or otherwise deal with any Confidential
Information which at the time of its receipt:
7.2.1 Is generally available in the public domain, or thereafter
becomes available to the public through no act of the receiving party; or
7.2.2 Was independently known prior to receipt thereof, or made
available to such receiving party as a matter of lawful right by a third party.
7.3 Each party may disclose any Confidential Information to the extent
that such party has been advised by counsel that such disclosure is necessary
for such party to comply with laws or regulations, provided that the party
proposing to make such disclosure shall give the other party reasonable advance
notice of such disclosure and shall use its best efforts to secure confidential
treatment of such Information to be disclosed.
7.4 The obligations of this Article VII shall continue until the later
of the term of this Agreement and for a period of five (5) years thereafter or
for so long as any Confidential
4
Information not otherwise includable in the Patent Rights or Know-How is being
utilized in connection with any Licensed Product.
7.5 Each party agrees that remedies at law may be inadequate to protect
against breach of this Article VII, and hereby agrees to the granting of
injunctive relief, without proof of actual damages.
VIII INVENTIONS IMPROVEMENTS AND DISCOVERIES
8.1 University will promptly notify Sponsor of any University
Inventions and Joint Inventions and Sponsor will promptly notify Licensee of any
Joint Inventions. This obligation shall survive any termination of this
Agreement.
8.2 All rights and title to University Inventions arising under Project
Work and conceived and/or made by one or more employees of University shall
belong to University. The University and Sponsor shall own jointly all
University Inventions arising under Project Work and conceived and/or made
jointly by University and Sponsor. For the purposes of this Agreement, the
"making" of inventions shall be governed by U.S. laws of inventorship. All the
University's right and title to such University Inventions is hereby assigned to
UFRFI and shall be subject to the terms and conditions of this Agreement and the
License Agreement.
8.3 Rights to inventions, improvements and/or discoveries, whether
patentable or not, relating to Project Work made solely by employees of Sponsor
shall belong to Sponsor, and such invention, improvements and/or discoveries
shall not be subject to the terms and conditions of this Agreement or the
License Agreement.
IX TERM AND TERMINATION
9.1 This Agreement shall become effective upon the Effective Date and
shall continue until June 26, 1996, unless sooner terminated in accordance
with the provisions of this Section IX. Sponsor shall extend this Agreement
until June 26, 1997, unless Sponsor has also [
].
9.2 Notwithstanding anything to the contrary in this Agreement, Sponsor
shall have the right to terminate this Agreement, for any reason, on ninety
(90) days written notice to the University; provided that Sponsor has also
terminated the License Agreement. In such event, Sponsor shall have the
obligations set forth in Section 4.3.
9.3 In the event that either party hereto shall commit any breach of or
default in any of the terms or conditions of this Agreement, and also shall fail
to remedy such default or breach within [ ] after receipt of
written notice thereof from the other party hereto, the party giving notice may,
at its option and in addition to any other remedies which it may have at law or
in equity, terminate this Agreement by sending notice of termination in
writing to the other party to such effect, and such termination shall be
effective as of the date of the receipt of such notice.
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9.4 Termination of this Agreement by either party for any reason shall
not affect the rights and obligations of the parties accrued prior to the
effective date of termination of this Agreement. No termination of this
Agreement, however effectuated, shall release the parties hereto from their
rights and obligations under Sections III, IV, V, VI, VII, or VIII.
X MISCELLANEOUS
10.1 The parties recognize that inventions, copyrightable works or other
proprietary information may arise from research sponsored in whole or in part by
agencies of the federal government. The parties hereto agree that any such
developments shall be governed by the provisions of Public Law 96-517, or as
amended, during the term of this Agreement.
10.2 In the performance of all services hereunder:
10.2.1 UFRFI shall be deemed to be and shall be an independent
contractor and as such University shall not be entitled to any benefits
applicable to employees of Sponsor;
10.2.2 University and UFRFI shall comply with all governmental laws
and regulations, such as EPA, OSHA and like regulations, which are applicable to
the University and its performance of the Project Work hereunder;
10.2.3 Neither party is authorized or empowered to act as agent for
the other for any purpose and shall not on behalf of the other enter into any
contract, warranty or representation as to any matter. Neither shall be bound
by the acts or conduct of the other.
XI INDEMNITY/INSURANCE
11.1 University warrants and represents that, as part of the State of
Florida, University is self-funded for liability insurance under Chapter 284,
FLORIDA STATUTES, such protection being applicable to officers, employees and
agents while acting within the scope of their employment by University and
University has no liability insurance policy as such that can extend protection
to any other person.
11.2 Each party hereby assumes any and all risks of personal injury and
property damage attributable to the negligent acts or omissions of that party
and the officers, employees and agents thereof.
11.3 The parties further agree that nothing contained herein shall be
construed or interpreted as denying to either party any remedy or defense
available to such party under the laws of the State of Florida; the consent of
the State of Florida or its agents and agencies to be sued by reason hereon; or
as a waiver of sovereign immunity of the State of Florida beyond the waiver
provided in Section 768.28, FLORIDA STATUTES (1991).
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XII GOVERNING LAW
12.1 This Agreement shall be governed and interpreted in accordance with
the internal law of the State of Florida without regard to its conflict of laws.
XIII ASSIGNMENT
13.1 Sponsor shall have the right to assign its rights or obligations
under this Agreement in connection with a merger or similar reorganization or
the sale of all or substantially all of the assets to which this Agreement
pertains, or otherwise with the prior written consent of University. This
Agreement shall be binding upon and inure to the benefit of the successors and
permitted assigns of Sponsor. Any assignment not in accordance with this
Agreement shall be void.
XIV AGREEMENT MODIFICATION
14.1 Any agreement changing the terms of this Agreement in any way shall
be valid only if the change is made in writing and approved by authorized
representatives of the parties hereto.
XV NOTICES
15.1 Notices, invoices, communications and payments hereunder shall be
deemed made if given by registered or certified mail, postage prepaid, and
addressed to the party to receive such notice, invoice or communication at the
address given below, or such other address as may hereafter be designated by
notice IN writing:
If to Sponsor: CV Therapeutics, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention:
If to UFRFI: Xxxxx X. Xxxxxxxx
President
University of Florida Research Foundation, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000-0000
Technical Matter: Xxxx Xxxxxxxxxxxx, M.D.
Professor of Medicine University of Florida
X.X. Xxx 000000
Xxxxxxxxxxx, Xxxxxxx 00000
7
PAYMENTS SHALL BE MADE IN UNITED STATES DOLLARS TO THE UNIVERSITY OF
FLORIDA RESEARCH FOUNDATION, INC. AT THE FOLLOWING ADDRESS:
000 Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx 00000-0000
The date of giving any notice, invoice or other communication, and the date of
making any such payment, provided that such payment is received, shall be the
date on which such envelope is deposited with the appropriate U.S. Post Office.
The postal service receipt showing the date of such deposit shall be PRIMA FACIE
evidence of these facts.
XVI ENTIRE AGREEMENT
16.1 This Agreement represents the entire understanding between the
parties, and supersedes and merges all understanding between the parties, and
supersedes and merges all other agreements, express or implied, discussions or
understandings between the parties with respect to the subject matter hereof. It
shall be interpreted in conjunction and consistent with the License Agreement to
which this is an Exhibit.
IN WITNESS WHEREOF, the parties have caused these presents to be executed
in duplicate as of the day and year first above written.
CV THERAPEUTICS, INC. UNIVERSITY OF FLORIDA
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
---------------------------- ------------------------
Title: Chief Executive Officer Title: President
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APPENDIX A
PROJECT DESCRIPTION
There are 3 main areas of work that the University of Florida Scientists are
committed to under the UFDRI/CVT License Agreement. The budgets for this work
is detailed below.
1. [ ] Pharmacology. Xx. Xxxxxxxxxxxx, Xx. Xxxxx, and the
University of Florida will undertake certain molecular, cellular and
isolated tissue pharmacology studies on [ ] in collaboration
with CVT. CVT will provide the material for these studies and the
University of Florida Scientists will investigate [ ].
2. Development of [ ] University of Florida
will work in conjunction with CVT Chemists to develop [ ]. In
particular the [ ] which confers such [ ]
therefore [ ]. CVT and University of Florida Scientists will
work together [ ]. These [ ] may be the
subject of [ ].
3. [ ] The scope of the [ ] allows for the
development of [ ] based upon [ ] will be
undertaken initially by the inventors at the University of Florida and
University of South Florida with preliminary pharmacological evaluation
at the University of Florida and then further [ ] evaluations
at CV Therapeutics. University of Florida Scientists will carry out
additional experiments to develop [
] with further financial support from CV
Therapeutics as appropriate.
The primary workload for CV Therapeutics will be to [ ]
with the University of Florida Scientists landing support and technical
assistance. While these are the immediate goals of the CVT/University of
Florida collaboration it is anticipated that within the time frame of the
agreements we shall explore [ ].
BUDGET FOR
APPENDIX A
Total: [ ]
Budgeted for research contract for years [ ] and [ ] to be paid by
CV Therapeutics to University of Florida investigators (Belardinelli and Xxxxx).
1. Personnel [ ] at [ ] [ ]
2. Supplies and animals [ ]
3. Indirect cost [ ]
TOTAL [ ]
/s/ Xxxx Xxxxxxxxxxxx, M.D. /s/ Xxxxxxx X. Xxxxx, Ph.D.
---------------------------- ----------------------------
Professor of Medicine Chairman, Department of
Pharmacology
