0
XXXXXXX 00.x
XXXXX XXXXXXXXXX XX XXX XXXX AT BINGHAMTON
INCUBATOR LICENSE
License made this first day of March 1999 by and between THE RESEARCH
FOUNDATION OF STATE UNIVERSITY OF NEW YORK, a nonprofit, educational
corporation existing under the laws of the State of New York, having its
principal place of business located at Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxx, Xxx Xxxx 00000 (mailing address: Office of Research and Sponsored
Programs, X.X. Xxx 0000, Xxxxxxxxxx, Xxx Xxxx 13902-6000) hereinafter referred
to as "FOUNDATION", acting on behalf of the State University of New York at
Binghamton, (hereinafter referred to as "BINGHAMTON) and BioLife Technologies,
Inc. having its principal place of business located at 0000 Xxxxxxx Xxxxx,
Xxxxx X-000, Xxxxxxxxx, XX 00000 (hereinafter referred to as LICENSEE).
WHEREAS, the LICENSEE has developed competence and expertise in technical
matters relating to preservation of cells, tissues and organs and the methods
and techniques for use thereof as well as all applications of the Licensee's
technology including, but not limited to, the Hypothermosol(R) line of
solutions and all cryomedical based technology described in issued patents or
pending patent applications relating to preservative solutions or other cryo
related technologies (hereinafter referred to as the "FIELD); and
WHEREAS, BINGHAMTON wishes to promote and xxxxxx campus-industry
collaboration in the FIELD; and
WHEREAS, BINGHAMTON wishes to make available to its faculty and students
additional opportunities for practical application and study in the FIELD; and
WHEREAS, the LICENSEE qualifies as a start-up company in the FIELD, as
provided in the January 22, 1986, Resolution of the State University of New
York Board of Trustees and the Incubator Guidelines of BINGHAMTON; and
WHEREAS, by terms of the Agreement which was entered into between the
State University of New York and the FOUNDATION on June 1, 1977, the State
University of New
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York has delegated to the FOUNDATION authority to administer funds and to
utilize University facilities in connection with the conduct of research and
research-related programs; and
WHEREAS, LICENSEE has been organized for the purpose of undertaking
research and development in areas related to the FIELD and requires certain
incubator facilities for housing and servicing such activities; and
WHEREAS, BINGHAMTON has such facilities available on the campus; and
WHEREAS, the parties desire to enter into an agreement whereby BINGHAMTON,
acting through the FOUNDATION, will make such facilities available to the
LICENSEE as described in general in the Application for Use of Incubator
Facilities set forth in Exhibit A;
NOW, THEREFORE, be it known that a License is hereby granted to LICENSEE,
subject to the terms and conditions as hereinafter provided, to use the
facilities and services designated in this License.
1. BINGHAMTON shall supply all ordinary and necessary water, gas, and
electrical services, heat and sewage services for premises. Telephone
services will be provided in accordance with BINGHAMTON policy at the
expense of the LICENSEE. LICENSEE may avail itself of other on-site
services at the established third-party rates. LICENSEE may request
upgrades of campus facilities to conduct its operations, and if approved
by FOUNDATION, FOUNDATION will work with LICENSEE to arrange the upgrade.
FOUNDATION shall not unreasonably deny such requests by LICENSEE.
LICENSEE shall pay the FOUNDATION and/or BINGHAMTON, in advance, for the
cost of any and all capital upgrades that are requested by LICENSEE.
2. LICENSEE shall pay an occupancy fee to FOUNDATION, in an amount that
is the product of multiplying the number of square feet occupied by
LICENSEE by the factor of $15.00 per square foot per year during the term
of this License. It is initially estimated that LICENSEE will occupy 720
square feet of space which will result in the LICENSEE
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regulations and policies and all laws, rules, orders, regulations, and
requirements of federal, State and municipal governments applicable hereto.
LICENSEE shall obtain and keep in force at its sole cost and expense any
permits or Licenses that may be required in this jurisdiction for conduct of
its operations.
6. LICENSEE agrees that the issuance of this LICENSE shall in no way diminish
the statutory authorization of the State University of New York and BINGHAMTON
to possession, pursuant to State Education Law, of State property to which this
License relates; nor shall the dominion and control by BINGHAMTON over the said
State property be in any way diminished.
7. LICENSEE specifically agrees that this License does not create the
relationship of landlord and tenant between FOUNDATION, the State of New York
or the State University of New York and LICENSEE regarding the use of State
controlled property to which this License relates. Further, the relationship of
LICENSEE to the FOUNDATION, the State of New York or the State University of
New York arising out of this LICENSE shall not be that of employee-employer but
that of independent contractor.
8. LICENSEE specifically agrees that this LICENSE shall be void and of no
further force and effect upon any use of State-controlled property to which
this LICENSE relates which is inconsistent with State law or which in any way
conflicts with the purposes or objectives of BINGHAMTON. In the event such an
inconsistency or conflict arises BINGHAMTON shall notify LICENSEE of the
inconsistency or conflict and LICENSEE shall have a period of 30 days in which
to correct the identified inconsistency of conflict.
9. LICENSEE specifically agrees to pay all costs related to the
rehabilitation and construction of offices that LICENSEE requests, and that
BINGHAMTON has approved.
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BINGHAMTON shall not unreasonably withhold such approval and BINGHAMTON shall
not be required to provide furnishings, fixtures or decorations.
Notwithstanding the foregoing, BINGHAMTON agrees to provide LICENSEE with
access to and normal use of furnishings and equipment set forth in Exhibit A of
this License. In consideration for such use, LICENSEE agrees to pay BINGHAMTON
the monthly sum of one hundred and five dollars ($105) which is one-twelfth of
the annual estimated depreciation* cited in Exhibit A. Upon termination of the
License, LICENSEE shall be required to return furnishings and equipment listed
in Exhibit A in the condition assigned, normal wear and tear excepted. The
first monthly payment is due as of the effective date of this License. In
addition, LICENSEE shall be required to restore the premises to their original
condition, normal wear and tear excepted, unless otherwise agreed upon by the
parties. At its sole cost and expense, LICENSEE may remove any furnishings,
fixtures and decorations belonging to LICENSEE.
* of equipment listed in
Item 9,
10. The LICENSEE shall have the right, so long as this License shall remain in
force to enter upon the BINGHAMTON campus for the purposes set forth in this
License. However, if in the judgement of FOUNDATION, in consultation with the
State University of New York and BINGHAMTON, any activity of LICENSEE or its
personnel or clients is deemed incompatible with the purpose of this LICENSE or
the best interests of the FOUNDATION, the State University of New York or
BINGHAMTON, then the FOUNDATION shall give written notice to LICENSEE of any
such incompatibility or conflict in interests and LICENSEE shall have a period
of 30 days to correct the identified incompatibility or conflict in interest.
If the incompatibility is not corrected with in the 30 day period then the
FOUNDATION may immediately terminate this License without liability of any
kind, and LICENSEE and its personnel shall promptly vacate the Licensed
premises within a 30 day period. Both the FOUNDATION and BINGHAMTON
specifically acknowledge and understand that the LICENSEE is subject to
inspections of the
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LICENSEE'S activities in the space occupied by the LICENSEE by the Food and
Drug Administration for purposes of compliance with the regulations of the Food
and Drug Administration as they pertain to the activities of the LICENSEE.
11. LICENSEE specifically agrees not to hold itself out as representing the
FOUNDATION, the State of New York, the State University of New York, or
BINGHAMTON in connection with the use of State-owned property to which this
License relates, nor shall the name of the FOUNDATION, the State of New York,
the State University of New York, or BINGHAMTON be used by LICENSEE for any
purpose without prior, specific written approval of the party whose name is to
be used. Notwithstanding the above provision all parties to this License
specifically acknowledge and understand that LICENSEE shall not be restricted
from reporting on the nature of its relationship with BINGHAMTON and the
FOUNDATION as required by SEC, NASDAQ and other oversight bodies and regulatory
agencies in forms of dissemination of information consistent with the normal
and accepted business practices of publicly held companies.
12. LICENSEE assumes all risks incidental to its use of Licensed facilities,
appurtenances and surrounding grounds, and shall be solely responsible for any
and all accidents and injuries to persons (including death) and property damage
arising out of or in connection with such activities if caused by the actions
of LICENSEE, its officers, employees, agents or assigns, and hereby covenants
and agrees to indemnify and hold harmless the FOUNDATION, the State of New
York, the State University of New York, and BINGHAMTON and their respective
officers, employees, agents and assigns, from any and all claims, suits,
actions, damages and costs of every nature and description arising out of or
relating to the said use. LICENSEE further agrees, upon request, to assume the
defense and to defend, at its own cost and expense, any action brought at any
time against
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the FOUNDATION, the State of New York, or the State University of New York with
respect to such claims, suits, and losses.
13. LICENSEE agrees to provide evidence of appropriate insurance of the type
and in the amounts set forth in Exhibit B of this License, naming the
FOUNDATION, the State of New York, State University of New York and BINGHAMTON
as additional insureds.
14. LICENSEE specifically agrees that if this License is canceled or
terminated for any reason, LICENSEE shall have no claim against the Foundation,
the State of New York, State University of New York, and BINGHAMTON nor their
respective officers or employees, and further that the FOUNDATION, the State of
New York, State University of New York and BINGHAMTON and their officers,
employees, agents and assigns shall be relieved from any and all liability.
15. Any notice to either party hereunder must be in writing, signed by the
party giving it, and shall be served either personally or by registered mail
addressed as follows:
TO: FOUNDATION
Xxxxxxx X. Xxxxx, Associate Vice Xxxxxxx
Office of Research & Sponsored Programs
The Research Foundation of SUNY at Binghamton
X.X.Xxx 0000
Xxxxxxxxxx, XX 00000-0000
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TO: LICENSEE
Xxxxxxx X. Xxxxxxxx, President and CEO
BioLife Technologies, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx X-000
Xxxxxxxxx, XX 00000
All Notices become effective upon receipt.
16. This License, including any Exhibits and Appendices, constitutes the
entire agreement between the parties hereto and all previous communications
between the parties, whether written or oral, with reference to the subject
matter of this License is hereby superseded.
17. The term of this License shall be from March 1, 1999 through February
28, 2000, unless terminated earlier by either party or extended in writing in
accordance with the terms of this LICENSE. Subject to the approval of the
Advisory Committee for Scholarship and Research and the Vice Xxxxxxx for
Research and Outreach, LICENSEE may be granted an option to renew this
agreement by providing written notice of its intent to renew to FOUNDATION
sixty (60) days prior to expiration of this License If this option is
exercised by LICENSEE, the fee for the renewal period may be modified, but in
no case will the new fee increase by more than 5% of the amount paid under this
License.
Either party may terminate this License by giving thirty (30) days written
notice of termination to the other, provided such termination notice is
predicated upon a mutually agreed upon alternative for the LICENSEE and a
satisfactory termination procedure for the FOUNDATION and BINGHAMTON.
18. In addition to those otherwise set forth herein, this License is subject
to the following terms and conditions:
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a) LICENSEE shall meet at least annually with FOUNDATION, at a time mutually
determined by FOUNDATION and LICENSEE, for the purpose of reviewing the
status of this License.
b) General institutional services and all computer and computer-related
services provided to the LICENSEE by BINGHAMTON must be paid for within
30 days after LICENSEE receives invoice for such services.
c) LICENSEE may provide employment opportunities by hiring students during
the academic year and the summer.
d) Faculty and staff are permitted to consult with LICENSEE in strict
accordance with the policies and guidelines of FOUNDATION and BINGHAMTON.
LICENSEE will execute formal consulting agreements with faculty/staff and
provide copies of such agreements to the Advisory Committee for Scholarship
and Research.
e) LICENSEE may submit proposals for collaborative efforts and joint ventures
to BINGHAMTON for mutual benefit. Accepted proposals will be administered
by separate contracts which shall in no way diminish or change any
provision of this License.
f) All faculty, staff and students whose services are retained by the
LICENSEE shall sign jointly with the FOUNDATION and the LICENSEE a Letter
of Notification and Agreement acknowledging the scope and assignments
contained within this License and shall waive all claims to the technology,
its improvements, new discoveries and like activities of the LICENSEE made
within the licensed facilities.
g) BINGHAMTON and the FOUNDATION specifically acknowledge and understand that
the LICENSEE intends to apply for a DOC NIST Advanced Technology Program
multi-year grant and various SBIR/STTR grants in which BINGHAMTON and the
FOUNDATION will share involvement. All parties to this License acknowledge
and understand that the award of these
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EXHIBIT A
A) STATE UNIVERSITY OF NEW YORK AT
BINGHAMTON - APPLICATION FOR
USE OF INCUBATOR FACILITIES
B) BIOLIFE TECHNOLOGIES BUSINESS
PLAN: DESCRIPTION OF THE
PRESERVATION SOLUTIONS
BUSINESS (CONFIDENTIAL
DOCUMENT)
C) NEWS RELEASE
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EXHIBIT A (a)
STATE UNIVERSITY OF NEW YORK AT BINGHAMTON
APPLICATION FOR USE OF INCUBATOR FACILITIES
1. COMPANY NAME: BioLife Technologies
2. CURRENT COMPANY ADDRESS: 0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
3. PRINCIPAL OFFICERS:
Name Address Telephone number
---- ------- ----------------
Xxxxxxx X. Xxxxxxxx 0000 Xxxxxxx Xxxxx (000)000-0000
President and CEO Xxxxxxxxx, XX 00000
4. PERIOD OF OCCUPANCY REQUESTED:
12 months
5. FACILITIES REQUESTED (STATE BUILDING AND ROOM NUMBERS):
Science III Rooms 107, 143a, 144, 147, 149 and 194
6. EXPLAIN PRIMARY ACTIVITIES/RESEARCH/PRODUCTS OF
COMPANY:
(ATTACH ADDITIONAL SHEETS IF NEEDED)
See attached news release
7. EXPLAIN NEED FOR FACILITIES AND WAYS IN WHICH COMPANY CAN BENEFIT
FROM CAMPUS ACADEMIC PROGRAMS OR RESEARCH ACTIVITIES OF FACULTY, STAFF
AND STUDENTS:
BioLife Technologies needs both laboratory space and molecular
biology instrumentation to launch its research and development
program. The laboratory space (re: #5) currently houses all the
appropriate instrumentation thereby decreasing start-up costs by as
much as $50,000.
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8. EXPLAIN WAYS IN WHICH COMPANY WILL STIMULATE EMPLOYMENT OPPORTUNITIES FOR
STUDENTS AND CONSULTING AND COLLABORATIVE RESEARCH ACTIVITIES WITH FACULTY:
The presence of BioLife Technologies on campus will serve as a nucleating
point for faculty, staff and students who would like to associate with
biotechnology companies. As part of this agreement, BioLife Technologies
will sponsor a Biotechnology Undergraduate Network -- a campus organization
dedicated to helping undergraduates secure careers in the biotechnology
industry. Xx. Xxx Xxxxxxx has already initiated this project.
9. OUTLINE NEEDS FOR COLLEGE RESOURCES/SERVICES. (BE SPECIFIC, AS THIS
DESCRIPTION WILL SERVE AS THE BASIS FOR ASSESSING FINANCIAL CHARGES.)
We will need to use a laminar flow hood, a CytoFluor II, a cell culture
incubator, gel electrophoresis systems and possibly a Western Blot
apparatus.
10. SUBMIT BUSINESS PLANS INDICATING THE POTENTIAL FOR FUTURE EMPLOYMENT AND
FOR RELOCATION TO NON-UNIVERSITY SPACE WITHIN A REASONABLE PERIOD OF TIME.
THE BUSINESS PLAN SHOULD ADDRESS ANY FINANCIAL, LEGAL OR REGULATORY RISKS
INHERENT IN THE COMPANY'S ACTIVITY. IF THE BUSINESS PLAN INVOLVES THE USE
OF HUMAN OR ANIMAL SUBJECTS, BIOHAZARDS, CHEMICAL WASTES, RADIOACTIVE
MATERIAL, CARCINOGENS, ETC., THE COMPANY MUST DEMONSTRATE ITS ABILITY TO
MANAGE SUCH RISKS IN ACCORDANCE WITH UNIVERSITY, CITY, COUNTY, STATE, AND
FEDERAL REGULATIONS. IF APPLICABLE, HOW DOES THE TENANT PLAN TO REMOVE
HAZARDOUS MATERIALS FOLLOWING ITS DEPARTURE FROM THE INCUBATOR? ARE THERE
ANY RISKS TO SUNY AT BINGHAMTON, AND IF SO, WHAT IS THE MAGNITUDE AND HOW
WILL THEY BE MANAGED?
The Business Plan is attached. No hazardous materials will be generated.
11. DESCRIBE THE POTENTIAL CONTRIBUTION OF THE COMPANY TO THE ECONOMIC
DEVELOPMENT OF NEW YORK STATE.
The growing need for preservation solutions of this type (see Business
Plan) suggests that BioLife Technologies will expand to 15 or more
employees in 5 years.
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12. DEMONSTRATE THE CAPACITY OF MEETING USER FEE OBLIGATIONS AND/OR THE
WILLINGNESS TO GRANT ROYALTIES OR OTHER FORMS OF COMPENSATION IN EXCHANGE
FOR USE OF FACILITIES AND UNIVERSITY SERVICES.
User fees obligations will come from (a) private investors and (b) NIH SBIR
grants. BioLife Technologies will not grant royalties to the University.
Such an arrangement would seriously impair BioLife's ability to secure
outside investor support.
PLEASE INCLUDE IF APPLICABLE:
a) REQUEST FOR SPECIFIC FACILITY RENOVATION WITH JUSTIFICATION.
None needed.
b) REQUEST FOR ASSIGNMENT OF SPECIFIC EQUIPMENT.
(USE FORM ATTACHED TO INCUBATOR LICENSE.)
All equipment can be shared with the University. In cases where
BioLife needs exclusive control over equipment for specific projects
(NIH, SBIR), appropriate arrangements will be made. Note that all the
critical equipment listed in this application exists in duplicate or
triplicate, allowing exclusive use.
NAME AND TITLE OF PRINCIPAL OFFICER:
/s/ XXXX X. XXXXX 3/24/99
------------------- -----------------
Xxxx X. Xxxxx Date
Professor
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XXXXX XXXXXXXXXX XX XXX XXXX AT BINGHAMTON
AMENDMENT 1 TO INCUBATOR LICENSE
This Amendment 1 to Incubator License is entered into as of February 23, 2000,
by and between The Research Foundation of State University of New York, a
non-profit, educational corporation organized and existing under the laws of
the State of New York, with its principal business offices located at Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000 (mailing address: Office of
Research & Sponsored Programs, Binghamton University, X.X. Xxx 0000, Xxxxxxxxxx,
Xxx Xxxx 00000-0000), hereinafter referred to as FOUNDATION, acting on behalf of
State University of New York at Binghamton (hereafter referred to as
BINGHAMTON), and Biolife Technologies, Inc., having its principal place of
business located at 0000 Xxxxxxx Xxxxx, Xxxxx X-000, Xxxxxxxxx, Xxxxxxxx 00000,
(hereinafter called LICENSEE).
LICENSEE and FOUNDATION agree that their Incubator License, effective March 23,
1999, (hereafter LICENSE), is hereby amended as follows to reflect the LICENSE
renewal for an additional 12 month period:
17. The first sentence of this clause is revised as follows:
The term of this LICENSE shall be from March 1, 1999, through February 28,
2001, unless terminated earlier by either party or extended in writing in
accordance with the terms of this LICENSE.
All other terms and conditions of the LICENSE remain the same.
IN WITNESS WHEREOF, LICENSEE and FOUNDATION have caused this Amendment 1 to be
signed in duplicate by their duty authorized representatives.
BIOLIFE TECHNOLOGIES, INC.
X.X. XXXXXXXX
------------------
Type or Print Name
PRESIDENT & CEO
--------------------------
Title
/s/ X.X. XXXXXXXX 3/1/00
---------------------------
Signature Date
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
Xxxxxxx X. Xxxxx
----------------
Type or Print Name
Associate Vice Xxxxxxx for Research
-----------------------------------
Title
/s/ XXXXXXX X. XXXXX 6 March, 2000
-----------------------------------
Date
00
XXXXX XXXXXXXXXX XX XXX XXXX AT BINGHAMTON
AMENDMENT 2 TO INCUBATOR LICENSE
This Amendment 2 to Incubator License is entered into as of February 7, 2001,
by and between The Research Foundation of State University of New York, a
non-profit, educational corporation organized and existing under the laws of
the State of New York, with its principal business offices located at Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000 (mailing address: Office of
Research & Sponsored Programs, Binghamton University, X.X. Xxx 0000,
Xxxxxxxxxx, Xxx Xxxx 00000-0000), hereinafter referred to as FOUNDATION, acting
on behalf of State University of New York at Binghamton (hereafter referred to
as BINGHAMTON), and BioLife Solutions, Inc., having its principal place of
business located at Mountain View Office Park, 000 Xxxx Xxxxxx Xxxx, Xxxxx 000,
Xxxxx, XX 00000, (hereinafter called LICENSEE).
LICENSEE and FOUNDATION agree that their Incubator License, effective March 23,
1999, and amended February 23, 2000 (hereafter LICENSE), is hereby amended as
follows to reflect the LICENSE renewal for an additional 12 month period:
17. The first sentence of this clause is revised as follows:
The term of this LICENSE shall be from March 1, 1999, through February 28,
2002, unless terminated earlier by either party or extended in writing in
accordance with the terms of this LICENSE.
All other terms and conditions of the LICENSE remain the same.
IN WITNESS WHEREOF, LICENSEE and FOUNDATION have caused this Amendment 2 to be
signed in duplicate by their duly authorized representatives.
BIOLIFE SOLUTIONS, INC.
XXXX X. XXXXX
-------------------------------------
Type or Print Name
SR. VICE PRESIDENT
-------------------------------------
Title
/S/ XXXX X. XXXXX 2-26-01
-------------------------------------
Signature Date
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
Xxxxxxx X. Xxxxx
-------------------------------------
Type or Print Name
Associate Vice President for Research
-------------------------------------
Title
-------------------------------------
Signature Date
