EXHIBIT 10.3
THIS Agreement is made this 4th day of October, 2000, between The
University of Texas M.D. Xxxxxxxx Cancer Center, 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxx 00000 ("Institution"), a component of The University of Texas
System ("System"), and Enchira Biotechnology Corporation, 0000 Xxxxxxxx
Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 ("Sponsor"), to conduct a laboratory
study and evaluation ("Study"). Institution and Sponsor agree as follows:
1. PROTOCOL
1.1 Institution agrees to use its best efforts to conduct the Study, as an
independent contractor, in accordance with Institutional policy, applicable
laws and regulations and the Project, "Directed Evolution of Growth Factors
and Receptors" as described in Exhibit A attached hereto and incorporated
herein. The Study will be supervised by Mein-Chie Hung, Ph.D., ("Principal
Investigator"), at Institution, with assistance from associates and
colleagues as required.
1.2 Sponsor agrees to engage the services of Institution to conduct the Study.
2. AWARD
2.1 In consideration for performance of the Study by Institution, Sponsor
shall pay Institution Three Hundred Thousand and No/l00 Dollars ($300,000.00)
for Study expenses and other related costs. This amount, shown by approximate
category of expense in Exhibit B attached hereto for information only, is
payable in eight (8) quarterly installments in the amount of Thirty-Seven
Thousand Five Hundred and NO/100 Dollars ($37,500.00) each. The first payment
is payable within thirty (30) days of written notification from M.D. Xxxxxxxx
that the research has commenced.
2.2 Institution shall provide Sponsor with quarterly written reports
summarizing the research done and all results obtained in the Study.
3. TERM
3.1 This Agreement shall continue in force until the earlier of completion of
the Study as mutually agreed upon in writing by the parties or twenty-four
(24) months from the date set forth above; provided, however, that either
party may terminate the Agreement by giving thirty (30) days advance written
notice to the other.
3.2 Upon early termination of this Agreement, Sponsor shall be liable for all
reasonable costs incurred or obligated by Institution at the time of such
termination, subject to the maximum amount specified in Article 2. Sponsor
shall pay Institution for such costs within thirty (30) days of receipt of an
invoice for same.
3.3 Upon termination of this Agreement, Institution shall return Sponsor's
materials and equipment to Sponsor.
4. INDEMNIFICATION
4.1 Institution shall, to the extent authorized under the Constitution and
laws of the State of Texas, indemnify and hold Sponsor harmless from
liability resulting from the negligent acts or omissions of Institution, its
agents or employees pertaining to the activities to be carried out pursuant
to the obligations of this Agreement; provided, however, that Institution
shall not hold Sponsor harmless from claims arising out of the negligence or
willful malfeasance of Sponsor, its officers, agents, or employees, or any
person or entity not subject to Institution's supervision or control.
4.2 Sponsor shall indemnify and hold harmless System, Institution, their
Regents, officers, agents and employees from any liability or loss resulting
from judgments or claims against them arising out of the activities to be
carried out pursuant to the obligation of this Agreement, including but not
limited to the use by Sponsor of the results of the Study; provided, however,
that the following is excluded from Sponsor's obligation to indemnify and
hold harmless: the negligent failure of Institution to comply with any
applicable governmental requirements or to adhere to the terms of the
Protocol; or the negligence or willful malfeasance by a Regent, officer,
agent, or employee of Institution or System.
5. PUBLICATION AND CONFIDENTIALITY
5.1 Subject to section 5.3, the Sponsor shall have the option to issue press
releases concerning the establishment of the Agreement and scientific
publications, presentations and expanded collaborations resulting from the
Study.
5.2 The parties reserve the right to publish or otherwise make public the
data resulting from the Study. The party so wishing to publish or make public
shall submit any such manuscript or release to the other party for comment
thirty (30) days prior to submission for publication or release.
5.3 Except as otherwise required by law or regulation, neither party shall
release or distribute any press release, materials or information containing
the name of the other party or any of its employees without prior written
approval by an authorized representative of the non-releasing party, but such
approval shall not be unreasonably withheld
5.4 Each party shall hold in confidence during the term of this Agreement and
for three (3) years after the termination of this Agreement any confidential
information identified as confidential and obtained from the other party
during the course of this Study. Nothing herein, however, shall prevent
Institution or any other component of System from using any information
generated hereunder by Institution for ordinary non-commercial research and
educational purposes of a university.
6. INTELLECTUAL PROPERTY
6.1. Title to all inventions and discoveries conceived by Institution
resulting from the research performed hereunder shall reside in Institution;
title to all inventions and discoveries conceived by Sponsor resulting from
the research performed hereunder shall reside in Sponsor; title to all
inventions and discoveries conceived jointly by Institution and Sponsor
resulting from the research performed hereunder shall reside jointly in
Institution and Sponsor.
Inventorship shall be determined in accordance with U.S. Patent law. Such
inventions solely or jointly conceived by Institution shall be "Institution
Inventions".
6.2 After consultation with Sponsor regarding the advisability of filing
patent applications, Institution shall file appropriate United States and
foreign patent applications for Institution Inventions. Institution will
provide Sponsor, on a confidential basis, a copy of any such application to
be filed and any documents received or to be filed during prosecution thereof
and will provide Sponsor the opportunity to comment thereon. On any
application on which an employee of Sponsor is named as a co-inventor,
Sponsor will cooperate in obtaining execution of any necessary documents by
its employees.
6.3 Institution grants Sponsor a first option to negotiate an exclusive,
worldwide, royalty-bearing license under Institution Inventions conceived
during the term of this Agreement or within six (6) months thereafter and
Patent rights claiming such Institution Inventions. Institution shall
promptly notify Sponsor in writing of all Institution Inventions and Sponsor
shall have three (3) months from written disclosure of each Institutional
Invention to notify Institution of its desire to enter into such a license
agreement, and a license agreement shall be negotiated in good faith and on
commercially reasonable terms within a period not to exceed six (6) months
from Sponsor's written notification to Institution of its desire to enter
into a license agreement, or such period of time as to which the parties
shall mutually agree.
6.4 Sponsor and Institution fail to enter into an agreement during that
period of time, Sponsor shall have a right of first refusal with respect to
any terms generally more favorable offered by Institution to a third party.
6.5 If In the event Sponsor elects to exercise its option and enters an
exclusive license in accordance with the procedures detailed above, it shall
be obligated to pay all expenses, including attorney's fees, incurred in
searching prior art, obtaining search opinions, preparing applications,
filing, prosecuting, enforcing or maintaining a patent or patent application
with respect to the licensed invention in any country in which the patent or
application is filed.
7. GENERAL
7.1 This Agreement, including the attached Exhibit A and B, constitutes the
entire and only Agreement between the parties relating to the Study, and all
prior negotiations, representations, agreements, and understandings are
superseded hereby. No agreements altering or supplementing the terms hereof,
including the exhibits attached hereto, may be made except by a written
document signed by the duly authorized representatives of the parties.
7.2 Any conflicts between the Project and this Agreement are controlled by
this Agreement.
7.3 This Agreement shall be construed and enforced in accordance with the
laws of the State of Texas.
7.4 This Agreement anticipates educational training and may involve health
science postgraduates and other students of the Institution.
IN WITNESS WHEREOF, Institution and Sponsor hereby enter into this Agreement,
effective as of the date first set forth above, and execute two (2) original
counterparts.
Enchira Biotechnology Corporation The University of Texas M.D.
Xxxxxxxx Cancer Center
By: By:
Xxxxx X. Xxxxxxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx, M.D., M.B.A
President and CEO Vice President for Research
Administration
Date: 10/4/00 Date: 10/5/00
I acknowledge that I have read this Agreement in its entirety and that I
shall use reasonable efforts to uphold my individual obligations and
responsibilities set forth herein:
By: Mien-Chie Hung, Ph.D.
Principal Investigator
Make Payment to:
The University of Texas
M.D. Xxxxxxxx Cancer Center
Attn: Manager, Grants & Contracts Accounting
X.X. Xxx 000000
Xxxxxxx, XX 00000
Tax I.D. 746001118 A1
