[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT 10.32
RESEARCH & DEVELOPMENT AGREEMENT
BETWEEN
SIDDCO INC.
AND
NPS PHARMACEUTICALS, INC.
DATED
JULY 16, 1997
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CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
SEPARATELY FILED WITH THE COMMISSION
THE APPROPRIATE SECTIONS HAVE BEEN BLACKED OUT
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RESEARCH & DEVELOPMENT AGREEMENT
BETWEEN
SIDDCO INC.
AND
NPS PHARMACEUTICALS, INC.
This RESEARCH & DEVELOPMENT AGREEMENT (the "Agreement") is effective this
16th day of July 1997 (the "Effective Date"), by and between Systems
Integration Drug Discovery Company, Inc., doing business as SIDDCO, an
Arizona corporation with a place of business at 0000 X. Xxxxx Xxx Xxxxxx,
Xxxxxx, Xxxxxxx 00000 ("SIDDCO"), and NPS Pharmaceuticals, Inc., a Delaware
corporation, with a place of business at 000 Xxxxxxx Xxx, Xxxx Xxxx Xxxx,
Xxxx 00000 ("NPS").
RECITALS
NPS is a pharmaceutical company with expertise in research, discovery,
development, and commercialization of pharmaceutical products. SIDDCO is a
pharmaceutical company which will develop scientific and technical
proprietary technology relating to combinatorial chemistry, and will apply
this technology to discover and optimize the properties of chemical entities
useful as therapeutic agents. SIDDCO also has experience in combinatorial
chemistry-based drug discovery and the preclinical and clinical development
of therapeutic agents.
NPS desires that SIDDCO, on behalf of NPS and in collaboration with NPS and
other SIDDCO Consortium Partners, undertake a research and development effort
to develop combinatorial chemistry technology, apply this technology to NPS
Drug Discovery Programs with a view to discover and optimize the properties
of chemical entities that may be, or with further development, may become
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pharmaceutical products, and transfer this combinatorial technology to NPS
during the term of this Agreement. NPS is willing to make certain payments
to SIDDCO in respect of the research and development services to be performed
and the combinatorial chemistry technology to be transferred (as hereinafter
defined) and SIDDCO is willing to grant NPS licenses to further develop,
make, use, and sell therapeutic compounds based on discoveries made from the
services provided and combinatorial chemistry technology transferred to NPS,
all as more fully set forth below.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereafter set forth, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
The terms defined in this Article 1 shall, for all purposes of
this Agreement, have the following meanings:
1.1 "AFFILIATE" means any corporation or other entity that directly or
indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with the designated party but only for so
long as such relationship exists. For purposes of this Article, control
means ownership of at least 50 percent of the shares of stock entitled
to vote for directors in the case of a corporation and at least 50
percent of the interests in profits in the case of a business entity
other than a corporation.
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1.2 "AGREEMENT RESEARCH" means research and development, investigative and
experimental work of a scientific, technical or clinical nature
conducted directly or indirectly by SIDDCO for NPS pursuant to this
Agreement.
1.3 "BENCH SCIENTIST" means a professional employee of SIDDCO, or an
employee of a subcontractor of SIDDCO with substantially equivalent
qualifications, skill and experience adequate to enable them to perform
their assigned task.
1.4 "COMBINATORIAL CHEMISTRY CONSORTIUM" or "CONSORTIUM" means the group
consisting of SIDDCO, NPS, and SIDDCO Consortium Partners.
1.5 "COMBINATORIAL LIBRARY(IES)" means a SIDDCO Combinatorial Library, a
SIDDCO Common Library, a SIDDCO/NPS Combinatorial Library, an NPS
Combinatorial Library, or a Combinatorial Library synthesized by, or on
behalf of, any SIDDCO Consortium Partner or other SIDDCO collaborator.
1.6 "CONSORTIUM DEVELOPMENT TEAM" means a team lead by the Director of
Consortium Chemistry and also consisting of the SIDDCO Dedicated Team
Managers from each SIDDCO Consortium Partner Dedicated Project Team, and
of [ CONFIDENTIAL TREATMENT REQUESTED ] additional FTE scientists per
each SIDDCO Consortium Partner, as designated by SIDDCO, with notice to
NPS.
1.7 "CONSORTIUM-EXCLUSIVE" means exclusive to SIDDCO and SIDDCO Consortium
Partners.
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1.8 "CONSORTIUM EXECUTIVE COMMITTEE" means a team consisting of one
representative from NPS, as designated by NPS, a representative from
each of the other SIDDCO Consortium Partners, as designated by each such
partner, the SIDDCO Director of Consortium Chemistry, the President of
SIDDCO, and a non-voting Consortium Manager, organized for the purpose
of managing the structure, dynamics and personnel issues of the
Consortium. The Consortium Executive Committee will be chaired by the
President of SIDDCO and a secretary will be appointed by SIDDCO.
1.9 "CONSORTIUM LIBRARY ARCHIVE" means a collection of libraries of
compounds together with library design and method of synthesis
submitted, at their sole option, by SIDDCO, NPS, or other SIDDCO
Consortium Partners. [
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1.10 "CONSORTIUM MANAGER" means the SIDDCO employee designated by SIDDCO with
the management and tracking of the NPS and SIDDCO Consortium Partner
interactions and relationships with SIDDCO.
1.11 "CONSORTIUM RESEARCH MANAGEMENT TEAM" means a team including the NPS
Dedicated Team Leader, the Dedicated Team Leader of each respective
SIDDCO Consortium Partner Dedicated Project Team, SIDDCO research
directors of support functions (analytical, automation, computational),
as appointed by SIDDCO, and chaired by the Director of Consortium
Chemistry, to be its authorized representatives with respect to the
matters contemplated in this Agreement for decision by the Consortium
Research Management Team.
1.12 "DIRECTOR OF CONSORTIUM CHEMISTRY" means the SIDDCO chemist designated
by SIDDCO with the scientific leadership of the collaboration defined in
this Agreement, and similar collaborations with
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other SIDDCO Consortium Partners and the activities and productivity of
the Consortium Development Team and each Dedicated Project Team.
1.13 "DRUG DISCOVERY TARGET" means a specific molecule such as a biological
receptor, enzyme, or other macromolecule or its endogenous ligand or the
cellular system containing such entity or entities, which is suitable,
or can be made suitable, for active research in which products of SIDDCO
Combinatorial Chemistry Technology and/or SIDDCO Combinatorial Chemistry
Products will be used to discover a Target Product(s).
1.14 "FULL TIME EQUIVALENT", herein also referred to as FTE, means the
equivalent man-hours and effort as supplied by a year-long effort of a
single full-time SIDDCO employee such as a Bench Scientist.
1.15 "INTELLECTUAL PROPERTY RIGHTS" means all existing patents and all
patents hereinafter issuing both United States and foreign (including
any additions, divisions, continuations, continuations-in-part,
substitutions, extensions, renewals, utility models and certificates of
invention or reissues thereof or therefor), all copyrights, trademark
rights, and other property rights and interests of every nature (to the
extent that such property rights and interests are of such legal status
and nature as to permit the same to be lawfully licensed, specifically
including, but not limited to unpublished patent applications,
unpatented inventions, ideas, data, know-how, biological material,
chemical compounds, reagents and trade secrets of any kind) and all
registrations and applications therefor.
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1.16 "LICENSED PRODUCT" means a SIDDCO Combinatorial Chemistry Product, a
SIDDCO/NPS Combinatorial Chemistry Product, or a NPS Target Product
identified by or on behalf of NPS (i) from a SIDDCO Common Library,
(ii) from synthetic efforts of the NPS Dedicated Project Team, or (iii)
from a Combinatorial Library obtained from the Consortium Library
Archive.
1.17 "NPS COMBINATORIAL CHEMISTRY PRODUCT" means any product (excluding
Target Products or the collection of compounds contained in
Combinatorial Libraries), which comprises SIDDCO Combinatorial Chemistry
Technology which is: (i) identified by or on behalf of NPS, outside the
course of the collaboration and which is not developed by SIDDCO or the
Consortium Development Team; or (ii) a version thereof which has been
modified to improve its utility or other characteristics related to the
design, synthesis, analysis, tracking, evaluation, use and/or
classification of combinatorial libraries and/or the compounds contained
therein and all Intellectual Property Rights therein.
1.18 "NPS COMBINATORIAL LIBRARY" means a collection of compounds synthesized
by or on behalf of NPS using SIDDCO Combinatorial Chemistry Technology
and/or SIDDCO Combinatorial Chemistry Products, or SIDDCO/NPS
Combinatorial Chemistry Products.
1.19 "NPS DEDICATED PROJECT TEAM" means a team [CONFIDENTIAL TREATMENT
REQUESTED] to the satisfaction of NPS.
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1.20 "NPS DEDICATED TEAM LEADER" means the [CONFIDENTIAL TREATMENT REQUESTED]
authorized representative with respect to the matters contemplated in this
Agreement for decision and performance by the NPS Dedicated Team Leader.
1.21 "NPS DEDICATED TEAM MANAGER" means the [CONFIDENTIAL TREATMENT REQUESTED]
authorized representative with respect to the matters contemplated in this
Agreement for decision and performance by the NPS Dedicated Team Manager.
1.22 "NPS TARGET" means a specific molecule such as a biological receptor,
enzyme, or other macromolecule or its endogenous ligand or the cellular
system containing such entities, which has been selected by NPS as the
subject of active research in which SIDDCO Combinatorial Chemistry
Technology and/or SIDDCO Combinatorial Chemistry Products will be used
to discover a NPS Target Product(s).
1.23 "NPS TARGET PRODUCTS" means a compound identified by or on behalf of NPS
based on activity in a NPS Target Assay and such compound was
synthesized by or on behalf of NPS using SIDDCO Combinatorial Chemistry
Technology or was obtained from a NPS Combinatorial Library, from a
SIDDCO Common Library, or from a Combinatorial Library obtained from the
Consortium Library Archive.
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1.24 "NPS/SIDDCO EXECUTIVE MANAGEMENT TEAM" means a team chaired by a NPS
management representative, as designated by NPS, including the NPS
Dedicated Team Leader, the Director of Consortium Chemistry, the
Consortium Manager, and the President of SIDDCO.
1.25 "OBJECTIVES" means a written statement outlining a research goal or
question for an individual or team to achieve or answer, the time period
in which it is estimated that such research objective should be
completed, and the FTE manpower necessary to pursue the objective to
completion.
1.26 "PERFORMANCE" means an evaluation of contribution to success, strategy,
and originality, and how a team or an individual performed on their
objectives, both in proposing the objective and realistic parameters for
its completion, as well as actually what was achieved, how it was
achieved, and how the achievement related to the objectives of that
team, or individual, as well as evaluation of contribution made outside
of the framework described by objectives, and/or outside the immediate
focus of that team or individual.
1.27 "SCREENING TECHNOLOGY" means any Intellectual Property Rights now or
hereafter owned by SIDDCO, or licensed to SIDDCO by a third party
related to research or development work for testing compounds for
activity on a Drug Discovery Target(s).
1.28 SIDDCO COMBINATORIAL CHEMISTRY PRODUCT" means any product (excluding
Target Products and the collection of compounds contained in
Combinatorial Libraries), related to the design, synthesis, analysis,
tracking, evaluation, use and/or classification of combinatorial
libraries and/or the compounds contained therein AND ALL Intellectual
Property Rights therein which comprises
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SIDDCO Combinatorial Chemistry Technology and which is: (i) identified
by or on behalf of SIDDCO, or by SIDDCO on behalf of any or all SIDDCO
Consortium Partners, in the course of the collaboration; or (ii) a
version thereof which has been modified, to improve its utility or other
characteristics.
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1.29 "SIDDCO COMBINATORIAL CHEMISTRY TECHNOLOGY" means all Intellectual
Property Rights now or hereafter owned by SIDDCO, or licensed to SIDDCO
(subject to the limitations of any such license, and subject to any
applicable royalty obligation) related to the design, selection,
classification and/or synthesis of chemical compounds by combinatorial
strategies, and the analysis, tracking, design, evaluation,
classification and/or use of chemical library compounds prepared by such
means, excluding the resulting Combinatorial Libraries and Target
Products.
1.30 "SIDDCO COMBINATORIAL LIBRARY" means a collection of compounds
synthesized by or on behalf of SIDDCO using SIDDCO Combinatorial
Chemistry Technology and/or SIDDCO Combinatorial Chemistry Products.
1.31 "SIDDCO COMMON LIBRARY" means a collection of compounds synthesized by
the Consortium Development Team using SIDDCO Combinatorial Chemistry
Technology and/or SIDDCO Combinatorial Chemistry Products.
1.32 "SIDDCO CONSORTIUM PARTNER" means a company which has entered into an
agreement with SIDDCO similar to, and on substantially the same terms as
set forth in Articles 2, 3, 5, 6, 7, 8 and 10 of this Agreement. An
agreement with SIDDCO shall not be considered of a different nature or
shall not be considered on fundamentally the same terms and conditions
as in Articles 2, 3, 5, 6, 8, or 10 of this Agreement solely because the
consideration being paid by a company to SIDDCO is not in cash, or if
the Agreement is for a different initial Term.
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1.33 "SIDDCO DEDICATED PROJECT TEAM" means a team designated by SIDDCO, and
consisting of at least [CONFIDENTIAL TREATMENT REQUEST] SIDDCO FTE
scientists, to be its authorized representatives with respect to the
matters contemplated in this Agreement for decision and performance by
the SIDDCO Dedicated Project Team.
1.34 "SIDDCO TARGET" means a specific molecule such as a biological receptor,
enzyme, or other macromolecule or its endogenous ligand or the cellular
system containing such entity or entities, which has been selected by
SIDDCO as the subject of active research in which SIDDCO Combinatorial
Chemistry Technology and/or SIDDCO Combinatorial Chemistry Products will
be used to discover SIDDCO Target Products.
1.35 "SIDDCO TARGET PRODUCT" means a compound initially identified by or on
behalf of SIDDCO based on activity in a SIDDCO Target Assay and such
compound was synthesized by or on behalf of SIDDCO or was obtained from
a SIDDCO Combinatorial Library, a SIDDCO Common Library, or from a
Combinatorial Library obtained from the Consortium Library Archive.
1.36 "SIDDCO/NPS COMBINATORIAL CHEMISTRY PRODUCT" means any product related
to the design, synthesis, analysis, tracking, evaluation, use and/or
classification of combinatorial libraries and/or the compounds contained
therein and all Intellectual Property Rights therein (excluding Target
Products or the collection of compounds contained in Combinatorial
Libraries), and which comprises SIDDCO Combinatorial Chemistry
Technology and which is: (i) identified specifically
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by the NPS Dedicated Project Team in the course of the collaboration; or
(ii) a version thereof which has been modified to improve its utility or
other characteristics.
1.37 "TARGET ASSAY" means a biological assay in which compounds such as those
produced by SIDDCO Combinatorial Chemistry Technology can be tested to
assess their biological activity or affects on a Drug Discovery Target
in order to be evaluated and/or identified as a Target Product(s).
1.38 "TARGET PRODUCT" means a compound identified from a Target Assay, or
which is based upon one or more compounds initially identified in a
Target Assay but which has been substantially modified.
1.39 "TERM OF THE COLLABORATION" has the meaning set forth in Article 7.
1.40 "TECHNOLOGY TRANSFER" means the virtual and physical transfer of SIDDCO
Combinatorial Chemistry Technology to SIDDCO Consortium Partners.
1.41 "WORK PLAN" means the objectives which are proposed by the NPS
Dedicated Project Team and the Consortium Development Team and approved
by NPS and the Consortium Research Management Team, respectively.
ARTICLE 2
OPERATIONS
2.1 ESTABLISHMENT AND MANAGEMENT OF THE COMBINATORIAL CHEMISTRY CONSORTIUM.
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2.1.1 APPOINTMENTS: Upon execution of this Agreement, NPS shall
promptly designate its representative to the (i) Consortium
Executive Committee and (ii) Consortium Research Management Team.
2.1.2 MANAGEMENT: The Combinatorial Chemistry Consortium shall be
organized and managed in accordance with Addendum A attached
hereto and made part hereto, as the same may be amended from time
to time by written agreement of NPS, SIDDCO, and all of the other
SIDDCO Consortium Partners.
2.2 NPS/SIDDCO EXECUTIVE MANAGEMENT TEAM
2.2.1 Upon execution of this Agreement, SIDDCO and NPS shall promptly
designate their respective representatives to the NPS/SIDDCO
Executive Management Team. The responsibilities of the NPS/SIDDCO
Executive Management Team will be to review the progress of the
NPS Dedicated Project Team in light of its Work Plan and the
quality and productivity of its interactions with the internal NPS
drug discovery effort and with the Consortium Development Team, to
address any NPS/SIDDCO collaborative issues, and generally manage
the scientific and interrelationship dynamics of the NPS/SIDDCO
collaboration described in this Agreement. Any member of the
NPS/SIDDCO Executive Management Team may be replaced from time to
time by notice from the party originally designating such member
to the other party. The discussions and decisions of this team
will be held under mutual confidentiality. The NPS/SIDDCO
Executive Management Team may
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establish such subcommittees, task forces, or other committees,
and delegate its authority thereto, as it deems appropriate.
2.2.2 The NPS/SIDDCO Executive Management Team shall meet alternately at
SIDDCO or NPS or by video or telephone conference as often as
necessary, but at least twice a year. The NPS/SIDDCO Executive
Management Team shall conference (by video or phone) at least two
weeks before the semi-annual meeting of the Consortium Executive
Committee to address specific NPS and SIDDCO collaboration issues,
identifying those issues to be placed on the Consortium Executive
Committee agenda pursuant to Addendum A.
2.3 NPS DEDICATED PROJECT TEAM
2.3.1 Upon execution of this Agreement, SIDDCO and NPS shall promptly
designate their respective representatives to the NPS Dedicated
Project Team. The team will meet with NPS scientists and operate
under confidentially to establish Work Plan objectives, including
strategic combinatorial library objectives and team objectives for
the design and synthesis of combinatorial libraries and/or the
optimization of active compounds to produce NPS Target Products
using combinatorial approaches to synthesis. The NPS Dedicated
Team Manager shall track the identity and composition of libraries
and analytical data on all compounds delivered to NPS by the NPS
Dedicated Project Team, and shall be responsible for supervising
and tracking the performance of the other [CONFIDENTIAL TREATMENT
REQUESTED] NPS Dedicated Project Team members, and for supervising
and tracking the performance of [CONFIDENTIAL TREATMENT REQUESTED]
Consortium Development Team FTE.'s. While it is the intent that the
synthetic chemists assigned to this team by SIDDCO remain on the
team for
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the duration of this Agreement, any member of the NPS Dedicated
Project Team may be replaced from time to time by notice from the
party originally designating such member to the other party.
2.3.2 The NPS Dedicated Project Team shall meet at SIDDCO or by video or
telephone conference as often as necessary, but at least once a
month to review the Work Plan objectives and performance since the
last meeting, propose detailed objectives for the next period, and
reassess the six month objectives of the team and progress within
the strategic objectives set for the team by NPS. Issues which
should be addressed by the Consortium Development Team of any of
the management teams should be identified and communicated to the
respective teams [CONFIDENTIAL TREATMENT REQUESTED] as appropriate
or deemed most effective.
2.3.3 On a periodic basis, as directed by NPS management, the NPS
Dedicated Team Leader and NPS Dedicated Team Manager shall meet
with NPS management at NPS (either in person or by video or
telephone conference) to present a summary of progress and
proposed objectives and issues for approval and or action by NPS
or its representatives to the various management teams. Once a
year, as directed by SIDDCO management, the NPS Dedicated Team
Leader and NPS Dedicated Team Manager shall evaluate the
performance of the NPS Dedicated Team members, and propose
performance goals for each to achieve for the upcoming year.
2.4 CONSORTIUM LIBRARY
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2.4.1 SIDDCO shall maintain the Consortium Library Archive during and
after the Term of this Agreement. [CONFIDENTIAL TREATMENT REQUESTED]
2.4.2 SIDDCO shall submit all SIDDCO Common Libraries to the Consortium
Library Archive.
2.5 EXCLUSIVE AND DILIGENT EFFORT.
2.5.1 During the Term of the Collaboration, SIDDCO shall collaborate
confidentially with NPS in the application of SIDDCO Combinatorial
Chemistry Technology to discovering NPS Target Products. SIDDCO
agrees that it will undertake to conduct confidential research,
through the efforts of the NPS Dedicated Project Team, as
requested and directed by the NPS Dedicated Team Leader, and to use
diligent efforts to follow the approved Work Plans (see attached
Appendix 1 for initial [CONFIDENTIAL TREATMENT REQUESTED] Work Plan).
During the term of this collaboration SIDDCO agrees to increase the
FTE staffing of the NPS Dedicated Project Team, for minimum of two
year contractual periods, upon receiving an NPS request and NPS
funding such an increase at the then applicable SIDDCO FTE funding
rate. [CONFIDENTIAL TREATMENT REQUESTED] NPS and SIDDCO shall
cooperate in establishing that all of the research payments made by
NPS
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to SIDDCO are contract research expenses as defined under Section
41 of the Internal Revenue Code and SIDDCO shall report to NPS on
the amount of said research which is conducted in the United
States.
2.5.2 During the Term of the Collaboration, SIDDCO shall collaborate in
a Consortium-Exclusive manner with SIDDCO Consortium Partners in
the development and transfer of SIDDCO Combinatorial Chemistry
Technology. SIDDCO agrees that it will undertake to conduct
Consortium-Exclusive Combinatorial Chemistry Technology research,
through the efforts of the Consortium Project Team, as requested
and directed by the Director of Consortium Chemistry, the
Consortium Management Team, and the Consortium Executive
Committee, and to use diligent efforts to follow the approved Work
Plans.
ARTICLE 3
VISITING SCIENTIST PROGRAM
3.1 During the Term of the Collaboration, SIDDCO shall afford up to
[CONFIDENTIAL TREATMENT REQUESTED] NPS Bench Scientists at a time, each
spending at least [CONFIDENTIAL TREATMENT REQUESTED] at SIDDCO, the
opportunity to work on the NPS Dedicated project Team and with the
Consortium Development Team at SIDDCO facilities and laboratories and
receive training in SIDDCO Combinatorial Chemistry Technology.
3.2 NPS shall provide [CONFIDENTIAL TREATMENT REQUESTED] written notice to
SIDDCO of its intent to send NPS Bench Scientists to SIDDCO under the
terms of this Article. Such notice shall indicate the planned length of
stay, and the number of NPS Bench Scientists to be sent. NPS
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will be responsible for salary, benefits, transportation, housing,
board, supplies budget, and any other miscellaneous costs incurred in
the support of the visiting NPS bench scientists at SIDDCO and their
research during their participation in the Visiting Scientist Program.
3.3 NPS Bench Scientists participating in the Visiting Scientist Program
shall sign, as a representative of NPS, and NPS will use its best
efforts to enforce, an agreement to maintain the confidentiality of any
confidential or proprietary information relating to SIDDCO, or any other
Consortium Partner, Drug Discovery Targets, Target Products, Screening
Technology , or any other confidential information which does not
comprise SIDDCO's Combinatorial Chemistry Technology or NPS Targets and
NPS Target Products, to which the NPS Bench Scientist may become a party
to while at SIDDCO.
ARTICLE 4
PAYMENT FOR AGREEMENT RESEARCH
4.1 NPS agrees to pay to SIDDCO US. $1.2 million/year to support the full
research funding of [CONFIDENTIAL TREATMENT REQUESTED] for the initial
three (3) year Term of the Collaboration. The research support payments
will be paid on an Effective Date quarterly basis.
4.2 NPS agrees to make its first payment on or before August 1, 1997.
Subsequent payments shall be made on a quarterly basis thereafter and
shall be due on the last day of business of each such quarter.
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4.3 Payment under this Article 4 shall be made directly to SIDDCO at the
address indicated below. Payment shall be made in United States
Dollars. Payments made pursuant to this Agreement shall be sufficiently
made or given on the date of mailing if sent to SIDDCO by certified
mail, postage prepaid, at its address below:
SIDDCO, Inc.
0000 X. Xxxxx Xxx Xxxxxx
Xxxxxx, XX 00000
Attention: Treasurer
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or by Electronic Funds Transfer (EFT) to:
National Bank of Arizona
000 Xxxxx Xxxxxx Xxx
Xxxxxx, XX 00000
ABA Bank Routing Number 000000000
Account Name SIDDCO Inc.
Account Number 0026042508
4.4 Upon expiration of the initial Term of the Collaboration, and
with the provision of six (6) months prior written notice, NPS
may extend the initial Term of the Collaboration for an additional
two (2) year period by agreeing to continue funding a minimum
of [CONFIDENTIAL TREATMENT REQUESTED] SIDDCO FTE's
[CONFIDENTIAL TREATMENT REQUESTED]. Further extensions to the Term of
the Collaboration to gain access to SIDDCO technology will be granted by
mutual agreement of NPS and SIDDCO.
4.5 After prior notice and the approval of NPS management, and as directed
by the NPS Dedicated Team Leader as detailed in the approved Work Plans,
and tracked by the NPS Dedicated Team Manager, the NPS Dedicated Project
Team may incur other reimbursable expenses, for example, supplies and or
contract costs for the synthesis of libraries, Combinatorial Chemistry
Products, or Target Products for NPS in excess of US [CONFIDENTIAL
TREATMENT REQUESTED]. SIDDCO shall invoice NPS for such expenses and NPS
shall pay such invoices to SIDDCO within 30 days.
4.6 If NPS makes any payment hereunder in respect of which it is required by
law to make any deduction or withholding, it shall pay the full amount
to be deducted or withheld to the relevant taxation or other authority
within the time allowed for such payment under applicable law and
promptly thereafter shall furnish SIDDCO an original or certified copy
of a receipt evidencing
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payment thereof together with such other information and documents as
SIDDCO may reasonably request.
4.7 SIDDCO and NPS agree that SIDDCO will record revenue earned under this
Agreement evenly across each quarter.
ARTICLE 5
OWNERSHIP OF SIDDCO COMBINATORIAL CHEMISTRY TECHNOLOGY,
COMBINATORIAL CHEMISTRY PRODUCTS AND TARGET PRODUCTS
5.1 NPS owns and has the right to apply for, prosecute, enforce, defend and
sublicense, at its sole discretion, any and all patents on all NPS
Target Products.
5.2 All SIDDCO Combinatorial Chemistry Technology and SIDDCO Combinatorial
Chemistry Products are the sole property of SIDDCO and their use is
licensed to NPS and all SIDDCO Consortium Partners as set forth in
paragraph 6.1.2.
5.3 All SIDDCO/NPS Combinatorial Chemistry Products are the sole property of
SIDDCO and their use is licensed to NPS as set forth in paragraph 6.1.3.
5.4 All NPS Combinatorial Chemistry Products and technology acquired by NPS
hereunder during the Term of the Collaboration shall be the sole
property of NPS and their use is licensed to SIDDCO as set forth in
paragraph 6.1.4.
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5.5 NPS owns all combinatorial libraries developed and synthesized by or on
behalf of NPS using SIDDCO Combinatorial Chemistry Technology, SIDDCO
Combinatorial Chemistry Products, SIDDCO/NPS Combinatorial Chemistry
Products, and/or NPS Combinatorial Chemistry Products.
5.6 All inventions made by either party relating to Combinatorial Chemistry
Technology or NPS Targets, or improvements thereto, shall be the
property of the party making the invention, provided that joint
inventions (as determined under U.S. patent law) shall be jointly owned.
5.7 Without limiting the foregoing (paragraph 5.1, 5.2, 5.3, 5.4, 5.5, 5.6),
SIDDCO reserves the right to use all SIDDCO Combinatorial Chemistry
Technology and SIDDCO Combinatorial Chemistry Products for the discovery
of Target Products for itself and other Consortium Partners and SIDDCO
collaborators.
5.8 Each party shall make available to the other all information in its
possession necessary or expedient for the filing of patent applications
arising out of the Collaboration, in all countries of the world. The
costs of prosecution, enforcement and maintenance of patents shall be
born by the party applying therefor, or the party demanding enforcement.
SIDDCO shall advise NPS of its intention to file patent applications on
any inventions owned by SIDDCO relating to SIDDCO Combinatorial
Chemistry Technology, SIDDCO Combinatorial Chemistry Products, on a
country-by-country basis. If NPS should wish to have any such patent
applications filed in any country and SIDDCO declines to file or
diligently prosecute such application, SIDDCO may do so at NPS's
expense.
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ARTICLE 6
LICENSE GRANTS AND RIGHTS.
6.1 Subject to the terms and conditions of this Agreement, including
paragraph 9.1., SIDDCO hereby grants to NPS and its Affiliates the
following rights and licenses:
6.1.1 A worldwide, royalty free, exclusive, perpetual, license
(including the right to sublicense) to make, have made, use and
sell NPS Targets and NPS Target Products.
6.1.2 A worldwide, royalty free, Consortium Exclusive, perpetual,
license (without the right to sublicense) to use SIDDCO
Combinatorial Chemistry Technology (to include the database of
combinatorial chemistry reactions) and SIDDCO Combinatorial
Chemistry Products (to include building blocks and linkers)
developed during the Term of the Collaboration by SIDDCO.
6.1.3 A worldwide, royalty free, Consortium Exclusive, perpetual,
license (without the right to sublicense) to use SIDDCO/NPS
Combinatorial Chemistry Products developed during the Term of the
Collaboration by SIDDCO.
6.1.4 A worldwide, royalty free, Consortium Exclusive, perpetual,
license (without the right to sublicense) to use, (i) the
Combinatorial Libraries obtained by NPS from the Combinatorial
Library Archive during the Term of the Collaboration, and (ii) the
SIDDCO Common
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Libraries synthesized by the Consortium Development Team during
the Term of the Collaboration.
6.1.5 A worldwide, royalty free, exclusive, perpetual license (without
the right to sublicense) to use Combinatorial Libraries
synthesized for NPS by the NPS Dedicated Project Team.
6.2 Subject to the terms and conditions of this Agreement, including
paragraph 9.1, NPS hereby grants to SIDDCO and its Affiliates, the
following rights and licenses.
6.2.1 A worldwide, royalty free license, for the Term of the
Collaboration, to use NPS Combinatorial Chemistry Products which
are disclosed in writing by the NPS, at the sole option of NPS, to
the NPS Dedicated Project Team, to design and synthesize
Combinatorial Libraries for NPS.
6.2.2 A worldwide, royalty free, perpetual license to use NPS
Combinatorial Chemistry Products which are disclosed in writing by
NPS, at the sole option of NPS, to the Consortium Development Team
to advance SIDDCO Combinatorial Chemistry Technology and design,
synthesis, analysis, and classification of Combinatorial Libraries.
6.2.3 A worldwide, royalty free, Consortium Exclusive, perpetual license
(without the right to sublicense) to use the Combinatorial
Libraries obtained from NPS through the Consortium Library Archive
during the Term of this Agreement subject to any restrictions
placed on the use of such libraries by NPS.
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6.2.4 A worldwide, royalty free, Consortium-Exclusive, perpetual license
to make, manufacture, synthesize and use, and a license to sell
[CONFIDENTIAL TREATMENT REQUESTED] from the Effective Date of this
Agreement Combinatorial Libraries synthesized using SIDDCO
Combinatorial Chemistry Technology.
6.3 Subject to the terms and conditions of this Agreement, including
paragraph 9.1, NPS hereby grants to each of the Consortium Partners the
following rights and licenses.
6.3.1 A royalty free, perpetual license to use NPS Combinatorial
Chemistry Products which are disclosed in writing by NPS, at the
sole option of NPS, to the Consortium Development Team to advance
SIDDCO Combinatorial Chemistry Technology and design, synthesis,
analysis, and classification of Combinatorial Libraries.
6.3.2 A royalty free, Consortium Exclusive, perpetual license (without
the right to sublicense) to use the Combinatorial Libraries
obtained from NPS through the Consortium Library Archive subject
to any restrictions placed on the use of such libraries by NPS.
6.3.3 A royalty free, Consortium-Exclusive, perpetual license to
synthesize and use, and a license to sell
[CONFIDENTIAL TREATMENT REQUESTED] from the effective date of
their respective Agreement with SIDDCO, Combinatorial Libraries
synthesized using SIDDCO Combinatorial Chemistry Technology.
6.4 From time to time or upon the request of NPS, but no less frequently
than on a quarterly basis, during the Term of the Collaboration, SIDDCO
shall disclose to NPS in writing (or other mutually
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agreed tangible form) all SIDDCO Combinatorial Chemistry Technology,
SIDDCO Combinatorial Chemistry Products and SIDDCO/NPS Combinatorial
Products developed by or received by SIDDCO.
ARTICLE 7
TERM AND TERMINATION
7.1 The provisions of Articles 2 and 3 obligating SIDDCO to perform Agreement
Research for, and provide services to, NPS shall begin upon the
effective date of this Agreement and shall continue for the initial Term
of the Collaboration, which unless terminated earlier as provided in
paragraph 7.3 or Article 8 herein, shall be for a period of three (3)
years. SIDDCO shall be obligated to continue to perform the research
and development services described in Articles 2 and 3 of the Agreement
for an additional two year term at the option of NPS, given six month
prior notice before the end of the initial three (3) year term.
7.2 In the event that NPS shall conclude not to continue the collaboration
under the terms of this Agreement beyond the initial Term of the
Collaboration, then, upon NPS's written request given within
[CONFIDENTIAL TREATMENT REQUESTED] before the end of this Agreement,
[CONFIDENTIAL TREATMENT REQUESTED]
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7.3 In the event that either party commits a material default under this
Agreement and fails to cure such default within thirty days after
written notice specifying the default, the non-defaulting party may
terminate this Agreement, provided that if the defaulting party is using
its good faith efforts to cure the default, the right to cure shall
continue for the duration of such efforts. The parties shall have the
right to arbitrate any disputes regarding this paragraph 7.3 in
accordance with Article 10.
7.4 The rights and licenses granted to NPS by SIDDCO under paragraph 6.1
herein, shall survive termination of the collaboration portion of this
Agreement.
ARTICLE 8
TERMINATION DUE TO CHANGE IN CONTROL
8.1 SIDDCO has the right to terminate this Agreement, with approval of the
Consortium Executive Committee, in the event of a change of control of
NPS. In the event of termination of this Agreement due to a change in
control, NPS or its successor company is obligated to pay all remaining
contracted research funding for the remainder of the Term of the
Collaboration or 12 months from the date of termination by SIDDCO,
whichever is shorter, in order to maintain the optimal functioning of
the Consortium for the benefit of all other Consortium Partners.
Following termination due to change of control, [CONFIDENTIAL TREATMENT
REQUESTED]
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8.2 In furtherance of, rather than in limitation of the rights and licenses
granted to NPS elsewhere herein, after termination or cancellation of
this Agreement, NPS has the right to use the SIDDCO Combinatorial
Chemistry Technology, SIDDCO Combinatorial Chemistry Products and
SIDDCO/NPS Combinatorial Chemistry Products licensed and disclosed to
NPS by SIDDCO before the date of termination or cancellation.
ARTICLE 9
LIMITATION OF ASSIGNMENT.
9.1 This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer its rights
or obligations thereunder to another company or person, except as herein
expressly provided or permitted or except to a successor to
substantially the whole of its business relating to the subject matter
of this Agreement and then only subject to the terms and provisions
hereof, and as specifically described in paragraph 8.1, except that
either party may, with the consent of the other party, which consent
shall not be unreasonably withheld, extend or transfer all or any
portion of its rights thereunder to any of its Affiliates that shall
agree to be bound by the provisions hereof relating to the assigned
rights with the same effect as if it were named herein but the assignor
shall continue to be responsible for performance by such Affiliate of
its obligations thereunder. Subject to the foregoing provisions of this
Article 9 and Article 13, this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. SIDDCO shall have the right to subcontract its obligations
thereunder to a third party, provided that SIDDCO shall remain primarily
liable to NPS for its obligations thereunder.
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9.2 Notwithstanding the above limitations on assignment, SIDDCO may, at its
sole option, without the written consent of NPS, assign its right to
receive payments due hereunder. The assignment of such right by SIDDCO
shall in no way relieve SIDDCO of any of its obligations and duties
hereunder and NPS's payment obligations hereunder shall continue to be
contingent on SIDDCO's performance of such obligations and duties.
SIDDCO hereby releases NPS from all claims and liabilities which arise
or result from NPS's payment to a third party under this provision.
ARTICLE 10
ARBITRATION.
10.1 In the event of any controversy or claim arising out of or relating to
this Agreement, the party asserting such claim shall first inform the
other party, in writing, of the specific nature of the dispute, the
pertinent provisions of this Agreement, and its proposed resolution.
The Parties shall attempt to resolve the dispute through good faith
negotiations for a period of thirty days, unless the asserting party is
suffering irreparable harm, in which case appropriate further action may
be taken immediately.
10.2 If such efforts are not successful, the dispute shall be submitted to
arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association by a panel of three Arbitrators
knowledgeable as to the subject matter of the dispute, one appointed by
NPS, one by SIDDCO, and the third appointed by the two
NPS/SIDDCO-selected Arbitrators. Judgment upon any matter submitted to
the Arbitrator(s) may be entered in any court having jurisdiction
thereof.
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The Panel shall make its decision bearing in mind the intent of the
parties, as reflected herein, to pursue a scientific collaboration
directed toward the development of SIDDCO Combinatorial Chemistry
Technology and the application of this technology to NPS Drug Discovery
Targets with a view to discover and optimize the properties of chemical
entities that may be, or with further development, may become
pharmaceutical Target Products, and transfer this combinatorial
technology to NPS within the terms of this Agreement.
10.3 The panel shall be instructed to make their determination on the basis
of "baseball arbitration" principles, where appropriate, that is, each
party shall submit its position, and the panel shall select one of these
positions as its decision. Each party may revise its position in
response to the other party's position provided that the proceedings
shall not be unduly delayed. The arbitrators shall have the right to
order discovery as they deem appropriate, and to order injunctive relief
and the payment of attorney's fees, costs, and other damages excluding
punitive damages. Any arbitration conducted thereunder shall take place
in Tucson, Arizona.
10.4 The parties acknowledge that it is theoretically possible for a compound
to be a Target Product of more than one Drug Discovery Target, and that
such Drug Discovery Targets may be the subject of research by SIDDCO on
behalf of different SIDDCO Consortium Partners. In such event, the
commercial use of the Target Product will be licensed to the SIDDCO
Consortium Partner where the Target Product was first identified as
active in the applicable Target Assay. The other SIDDCO Consortium
Partner will be licensed to make and use the Target Product only for
research and Target Product discovery purposes. SIDDCO shall use its
best efforts to inform NPS of any such conflict. If SIDDCO is not able
to determine which Target Assay activity was first identified,
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then rights to the Target Product shall be determined by arbitration
among the affected parties in accordance with this Article.
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ARTICLE 11
INDEMNITY
11.1 NPS agrees to indemnify SIDDCO and/or its Affiliates from and against
any liability suffered by SIDDCO and/or its Affiliates which is
attributable to manufacture, use or sale of an NPS Target Product, NPS
Combinatorial Chemistry Product, or other NPS technology relating to
SIDDCO Combinatorial Chemistry Technology, provided NPS shall have sole
control of the defense and settlement of such liability.
11.2 Whenever any claim shall arise for indemnification under this Article
11, the Indemnified Party shall notify the party or parties (as the case
may be) against whom indemnification is sought (whether one party or
more, the "Indemnifying Party") in writing by registered mail within 30
days after the Indemnified Party has actual knowledge of the facts
constituting the basis for such claim. Such notice shall specify all
facts known to the Indemnified Party-giving rise to such indemnification
right and the amount or an estimate of the amount of the liability
arising therefrom. The right to indemnification hereunder and the amount
or the estimated amount thereof, as set forth in such notice, shall be
deemed agreed to by the Indemnifying Party unless, within 30 days after
the receipt of such notice, the Indemnified Party is notified in writing
that the Indemnifying Party disputes the right to indemnification as set
forth or estimated in such notice.
11.3 If the facts giving rise to any such indemnification shall involve any
actual or threatened claim or demand by a third party against the
Indemnified Party or any possible claim by the Indemnified Party against
any third party, the Indemnifying Party shall be entitled (without
prejudice to the
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right of the Indemnified Party to participate at its expense through
counsel of its own choosing) at its expense and through counsel of its
own choosing to defend or prosecute such claim, provided, however, that
if by reason of the claim of such third party a lien, attachment,
garnishment or execution is placed upon any of the property or assets of
the Indemnified Party, the Indemnifying Party, if it desires to exercise
its right to defend or prosecute such suit, shall furnish a satisfactory
indemnity bond to obtain the prompt release of such lien, attachment,
garnishment or execution. The Indemnified Party shall cooperate in the
defense or prosecution of such claim, but shall be entitled to be
reimbursed for all costs and expenses incurred by it in connection
therewith.
ARTICLE 12
INFRINGEMENT
12.1 In the event that the exclusive or Consortium-Exclusive rights of NPS
under any SIDDCO patent shall be infringed by a third party, SIDDCO
shall cooperate with NPS in the enforcement of NPS's rights to NPS
Target Products and as a Consortium-Exclusive licensee of SIDDCO
Combinatorial Chemistry Technology against such third party at the sole
expense of NPS. SIDDCO shall not be obligated to initiate any such
action against a third party. SIDDCO and each Consortium Partner shall
be entitled to receive a share of the net recovery from such action
regarding SIDDCO Combinatorial Chemistry Technology in proportion to the
number of Consortium Partners, after all expenses of litigation are
paid. In the event SIDDCO elects to initiate or participate in such
action, NPS shall cooperate with SIDDCO at SIDDCO's expense.
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ARTICLE 13
CONFIDENTIAL INFORMATION; PUBLICATIONS
13.1 Any non-public information provided by either party to the other
pursuant to this Agreement shall be considered confidential information,
and shall not be used or disclosed for any purpose except as provided
herein, for the Term of the Collaboration and for five years thereafter.
This obligation shall not apply to information which:
13.1.1 The receiving party can establish by written documentation in
existence prior to the disclosure, was previously known to the
receiving party prior to disclosure thereunder;
13.1.2 Is or becomes publicly available other than through the act of
the receiving party;
13.1.3 Is received from a third party without obligation of
confidentiality and without breach of an obligation of
confidentiality; or
13.1.4 Is disclosed by order of a court or regulatory authority,
provided that the disclosing party shall be given prompt notice of
such order. And a reasonable opportunity to minimize and
otherwise protect such disclosure, with the reasonable cooperation
of the receiving party.
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13.2 Upon execution of this Agreement, NPS and SIDDCO shall prepare and
issue a joint press release announcing the entering into of this
Agreement. The provisions of such press release are subject to the
mutual approval of each party, which approval shall not be unreasonably
withheld.
13.3 It is the intent of the parties to permit the publication of
developments in the Collaboration in order to further the development of
science and the credibility of NPS and SIDDCO in the scientific,
business, and financial community. Publication shall be delayed as
necessary to permit the filing of patent applications or to maintain
trade secrets within the Combinatorial Chemistry Consortium, or as
otherwise directed by the Consortium Research Management Team or the
NPS/SIDDCO Executive Management Team. Nothing in this Article 13 shall
authorize either party to publish the confidential information of the
other party.
13.4 Each party shall have a written agreement with each of its employees or
consultants having access to confidential information of the other party
reflecting the obligations set forth in this Article 13.
13.5 NPS and each SIDDCO Consortium Partner shall have a written agreement
with its Visiting Bench Scientists and [CONFIDENTIAL TREATMENT REQUESTED]
and its other representatives appointed to the various teams and
committees described herein, and SIDDCO shall have a written agreement
with its NPS Dedicated Project Team members, Consortium Development Team
members, and its representatives to the various teams and committees
described herein, that any non-public information provided by any party
to the other, whether advertently or inadvertently, pursuant to Target
Products of another Consortium Partner, during the pursuit of this
collaboration, shall be considered confidential information, and shall
not be used or disclosed for any purpose except as
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provided herein, for the Term of the Collaboration and for five years
thereafter. This obligation shall not apply to information which is
expressly excluded pursuant to paragraphs 13.1.1 through 13.1.4.
13.6 The parties agree that each shall not knowingly export or re-export,
directly or indirectly, any information, technical data, samples or
equipment received or generated thereunder in violation of any
applicable United States government regulations, including but not
limited to Part 779 of the United States Department of Commerce Export
Control Regulations.
13.7 SIDDCO shall not knowingly transfer to NPS any Combinatorial Chemistry
Technology, Combinatorial Chemistry Products, Combinatorial Libraries,
or Target Products licensed by SIDDCO, which represent a violation of
applicable United States government regulations or the license terms.
13.8 Except for its obligation to the SIDDCO Consortium Partners SIDDCO agrees
not to transfer or license the SIDDCO Combinatorial Chemistry Technology
that is the subject of this Agreement to other companies for a period of
[CONFIDENTIAL TREATMENT REQUESTED] from the date of this Agreement.
13.9 NPS and each SIDDCO Consortium Partner shall have a written invention
assignment agreement with its Visiting Bench Scientists and NPS Dedicated
Project Team Leader, and its other representatives, and SIDDCO shall have a
written invention assignment agreement with its NPS Dedicated Project Team
members, Consortium Development Team members, and its
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representatives, that any inventions shall be assigned, with the
payment of $1.00, to their respective company of employment, as such
inventions pertain to the subject of this Agreement, to be in effect for
the Term of the Collaboration and for [CONFIDENTIAL TREATMENT REQUESTED]
thereafter.
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ARTICLE 14
REPRESENTATIONS AND WARRANTIES
14.1 SIDDCO hereby represents and warrants that it is duly organized and has
full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.
14.2 NPS represents and warrants that it is duly organized, is authorized to
enter into this Agreement and to perform its obligations thereunder, and
that this Agreement, when executed as indicated below will be a binding
obligation of the parties hereto.
14.3 SIDDCO does not guarantee the validity of any future patent rights
licensed hereunder and makes no representation with regard to the scope
or patentability of the SIDDCO Combinatorial Chemistry Technology or
that such patent rights may be exploited by NPS or an Affiliate without
infringing other patents.
14.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
REPRESENTATION OR WARRANTY TO THE OTHER AS TO MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER
AS TO ANY PRODUCT, TECHNOLOGY, OR SERVICE TO BE PROVIDED THEREUNDER.
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ARTICLE 15
NOTICES
15.1 Any notices required or permitted to be given to, or served upon, either
party hereto pursuant to this Agreement shall be sufficiently given or
served if sent to such party by registered air mail and (if urgent) by
facsimile, addressed to it at its address as set forth below, or to such
other address or call number as it shall designate by written notice
given to the other party:
To SIDDCO:
SIDDCO, Inc.
0000 Xxxx Xxxxx Xxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Executive Vice President, Business Development
With a copy to
Xxxxx X. Xxxx, Attorney at Law
0000 Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
To NPS:
NPS Pharmaceuticals, Inc.
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Vice President, Research
With a copy to
NPS Pharmaceuticals, Inc.
000 Xxxxxxx Xxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Office of General Counsel
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ARTICLE 16
MISCELLANEOUS
16.1 No modification or amendment of this Agreement shall be valid or binding
upon the parties hereto unless made in writing and signed on behalf of
each of the parties hereto by their respective duly authorized officers.
This Agreement shall be construed in accordance with, and governed by,
the laws of Arizona excluding choice of laws. In the event that any
provision of this Agreement is held to be invalid or unenforceable in
any jurisdiction, such provision shall be deemed stricken in such
jurisdiction, and the remainder of this Agreement shall be given full
force and effect consistent with the intent of the parties. Neither
party shall be held liable for any failure or delay in performance which
is cause by fire, flood, earthquake, embargo, government regulation,
prohibition or intervention, act of war (whether declared or not),
strikes, acts of God, or any other cause beyond the reasonable control
of the affected party.
16.2 SIDDCO shall offer to NPS, as an amendment to this contract after its
signing, any substantive change affecting the ownership, licensing, or
transfer of technology to Consortium Partners which are part of a
subsequent Consortium Agreement with SIDDCO and any other Consortium
Partner.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed effective the day and year first above written.
SIDDCO, INC. NPS PHARMACEUTICALS, INC.
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXXX XXXXXXX
------------------------------ ------------------------------
Xxxxxx Xxxxxxx, Ph.D.
Its: President and CEO Its: President and CEO
------------------------------ ------------------------------
Date: July 16, 1997 Date: July 16, 1997
----------------------------- -----------------------------
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ADDENDUM A
TO THE
RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
SIDDCO, INC.
AND
NPS PHARMACEUTICALS, INC.
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SIDDCO CONSORTIUM PARTNER PROGRAM
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APPENDIX I
SIX MONTH WORK PLAN
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