Exhibit 10.3
CONTRACT RESEARCH AGREEMENT
This AGREEMENT made and entered into this 8th day of August, 1991, by
and between XXXXXXXXXX LABORATORIES, INC., a corporation organized and
existing under the laws of the State of Texas (hereinafter referred to
as "XXXXXXXXXX"), and the TEXAS AGRICULTURE EXPERIMENTAL STATION
(hereinafter referred to as "TAES"), an agency of the State of Texas,
acting hereunder as agent for the Texas A&M University System
(hereinafter referred to as "TAMUS"),
WITNESSETH:
WHEREAS, XXXXXXXXXX is engaged in pharmaceutical research and wishes to
enter into a long-term relationship with TAES to conduct a Research
Program (as hereinafter defined); and
WHEREAS, TAES is willing and able and has the facilities to assist
XXXXXXXXXX with this Research Program:
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I: SCOPE
1.1 RESEARCH PROGRAM: The purpose of this AGREEMENT is to conduct the
research program set out in Appendix A (the "Research Program").
1.2 ANNUAL BUDGETS: The Research Program shall be divided into annual
budgets which shall define in detail the work to be performed under
the Research Program during that year, the specific milestones for
such work and the amounts authorized to be spent (hereinafter
referred to as the "Annual Budgets") and which shall be defined
and agreed upon by the parties each year while this AGREEMENT
remains in effect. The Annual Budgets shall run from December 1 of
each year through November 30 of the immediately following year,
corresponding to XXXXXXXXXX'x fiscal year, and shall be finalized
and agreed upon by the parties each October during the term of
this AGREEMENT. Once agreed, each such Annual Budget shall become
a part of this AGREEMENT as Appendix B.
1.3 BEST EFFORTS: TAES agrees to use its best efforts to achieve the
objectives of the Research Program in accordance with the Annual
Budgets agreed to by the parties.
ARTICLE II: TERM
The term of this AGREEMENT shall begin July 1, 1991 and shall end on
November 30, 1996, unless sooner terminated in accordance with the
provisions of Article XII below. During the period from July 1, 1991
through November 30, 1991 the parties shall collaborate on the
preparation of the first Annual Budget for the performance of the
Research Program.
ARTICLE III: CONSIDERATION AND PAYMENT
PAYMENT FOR WORK: In consideration for TAES' performance of the
Research Program, XXXXXXXXXX shall pay TAES an amount agreed upon
annually in connection with the negotiation of the Annual Budget.
Notwithstanding this negotiation, the parties agree that the amount
established under each Annual Budget shall not be less than $200,000,
which is the minimum required for TAES to maintain a team of
researchers dedicated to the Research Program.
ARTICLE IV: PROJECT DIRECTION
4.1 SCIENTIFIC DIRECTION: TAES' performance of the Research Program
shall be under the direction of an individual selected by
XXXXXXXXXX and agreed upon by TAES as Principal Investigator. Such
individual shall be and shall remain an employee of TAES. The
Principal Investigator shall serve at the discretion of both
parties and shall exercise technical direction over the Research
Program within the scope of each Annual Budget.
4.2 ADMINISTRATIVE DIRECTION: All matters affecting the administration
of this AGREEMENT or the interpretation hereof shall be referred
to an individual selected by XXXXXXXXXX and agreed upon by TAES
as Contract Administrator. The Contract Administrator shall serve
at the discretion of both parties and shall have authority to
make changes in the scope of work, period of performance and
report requirements for the Research Program, within the limits
of each Annual Budget. Notwithstanding his broad authority under
this Section 4.2, nothing herein shall be construed to permit the
Contract Administrator unilaterally to amend or modify any of the
terms of this AGREEMENT or to exceed the spending limits
established under an Annual Budget.
4.3 KEY INVESTIGATORS: The parties agree that the work of Xxx Xxxxxx,
D.V.M., Ph.D., Xxxxx Xxxxxx, Ph.D. and Xxxxxx Xxxxxxx, D.V.M.,
Ph.D. is crucial to the performance of the Research Program. The
parties agree that XXXXXXXXXX shall have the right to terminate
this AGREEMENT upon 90 days' notice if at any time any of these
individuals ceases to be connected with TAES as an employee.
ARTICLE V: REPORTS
5.1 FREQUENCY OF REPORTS: TAES shall provide to XXXXXXXXXX:
a) interim reports as defined in the Annual Budgets;
b) Any reports or memoranda pertaining to TAES' internal
progress any time requested XXXXXXXXXX;
c) Copies of all research notebook pages or their equivalent
("Notebook") while the Research Program is in progress at
any time requested by XXXXXXXXXX; and
d) A final report within 30 days of the completion of the
Research Program.
5.2 PROCEDURE FOR REPORTING: All TAES personnel working on the
Research Program shall deliver all reports, memoranda or Notebook
pages required under Section 5.1 above to the Principal
Investigator. The Principal Investigator shall copy the materials
and transmit them on a timely basis to XXXXXXXXXX. The Principal
Investigator is the only person authorized to copy any material
provided by XXXXXXXXXX or any material generated by TAES in
connection with the Research Program.
ARTICLE VI: INDEPENDENT CONTRACTOR
In the performance of its work hereunder, TAES is acting as an
independent contractor and not as a partner, agent or employee of
XXXXXXXXXX.
ARTICLE VII: PUBLICATION
7.1 RIGHT TO PUBLISH: Subject to the provisions of this Article VII,
TAES shall have the right to publish results obtained under the
Research Program.
7.2 PROCEDURE: Not less than 30 days prior to submission for
publication, TAES shall provide XXXXXXXXXX a copy of any paper it
proposes to publish. XXXXXXXXXX shall have the right to require
TAES to delay submission for an additional period of up to 120
days from the time TAES requests publication order for XXXXXXXXXX
to secure patent or other intellectual property rights arising
from or described in the paper. In addition CARRINGT0N shall have
the right to prevent such publication where XXXXXXXXXX claims in
good faith that the publication would compromise its ability to
maintain these results as a trade secret.
7.3 OTHER MATTERS: TAES agrees to give good faith consideration to
any comments or suggestions offered by XXXXXXXXXX in regard to
any paper proposed for publication, In the event TAES decides not
to publish any results obtained under the Research Program,
XXXXXXXXXX shall have the right to publish them. TAES' failure to
submit such results for publication within one year following
completion of the study in question shall he deemed conclusive
evidence of its decision not to publish under this Section 1.3.
ARTICLE VIII: INTELLECTUAL PROPERTY RIGHTS
All data, inventions, discoveries, trademarks, copyrights, patent
rights and other intellectual property rights (the "Intellectual
Property") arising under the Research Program, shall be the
property of TAMUS. TAES hereby agrees to have each of its
employees who work on the Research Program execute an Employee
Confidentiality and Invention Agreement substantially in the form
set out in Appendix X. XXXXXXXXXX shall have the exclusive right
to use such Intellectual Property, and in those cases where such
Intellectual Property is perfected by the grant of an enforceable
patent, shall pay TAES a reasonable royalty to he negotiated
between the parties based upon the following factors:
i) The value of the intellectual Property to XXXXXXXXXX;
ii) The relative contribution of each of the parties to the
discovery and/or development of the Intellectual
Property;
iii) The investment by XXXXXXXXXX in the Research Program:
and
iv) Payments made by CARRINGT0N to TAES under the Research
Program.
TAES shall initiate and pay for all efforts to patent the
intellectual Property and for the defense of any patents issued.
XXXXXXXXXX shall cooperate with such efforts and shall have the
option, at its own cost and in its own name, to pursue patents for
Intellectual Property and the defense of such patents in the event
TAES declines to act in either regard within a reasonable period
of time.
ARTICLE IX: SECURITY
Information and data supplied by XXXXXXXXXX or generated by TAES
under the Research Program constitute valuable trade secrets whose
confidentiality TAES undertakes to protect in accordance with the
procedures established in this Article. The Principal investigator
shall assign to each TAES employee performing work on the Research
Program a Notebook or Notebooks for each separate project under
the Research Program. Each employee shall verify, in writing,
receipt of the Notebook or Notebooks. Each employee shall keep the
Notebook or Notebooks under lock and key when they are not being
utilized and shall not remove them from the premises where they
are stored without the approval of the Principal Investigator. The
Principal Investigator will make copies of the pages from the
Notebooks for XXXXXXXXXX as provided in Article V.
ARTICLE X: CONFIDENTIAL INFORMATION
10.1 TYPES OF INFORMATION: Information used or transmitted hereunder
by the parties shall be classified as "administrative" or
"confidential" Administrative information pertains to the
organizational or day-to-day instructional aspects of the
Research Program or an Annual Budget. Confidential information
means information containing trade secrets or any information
arising out of the Research Program that generally is not
available to the public or known in the industry.
10.2 TRANSMISSION OF INFORMATION: Administrative information may be
transmitted verbally or in writing. Confidential information must
be transmitted in writing by registered or certified mail, by
courier or as otherwise directed by XXXXXXXXXX, postage prepaid,
to the addresses of the parties set out in Article XIII,
10.3 Notebooks: All data generated under the Research Program shall he
recorded in accordance with Good Laboratory Practices if required
for government regulatory approval purposes. All work performed
by TAES shall be kept in Notebooks provided by XXXXXXXXXX.
Entries shall be made daily, in the English language, dated and
promptly corroborated, witnessed and understood by two
responsible persons. The author may be one of the witnesses. Upon
completion of the Research Program. if requested by XXXXXXXXXX,
TAES shall deliver all original Notebooks to XXXXXXXXXX. TAES
agrees that XXXXXXXXXX is and shall remain the owner of all
Notebooks and the research data contained therein.
10.4 OBLIGATlON TO MAINTAIN CONFIDENTIALITY: TAES shall not at anytime
disclose confidential information to third parties or release
such information for publication without XXXXXXXXXX'x prior
consent in writing. TAES shall require all outside parties
contracted to perform work under this AGREEMENT under TAES'
supervision and who have access to confidential information to
execute a confidential disclosure agreement substantially in the
form set out in Appendix D. An executed copy of all such
agreements shall be given by TAES to XXXXXXXXXX.
10.5 LOSS OF CONFIDENTIALITY: TAES shall not be required to maintain
the confidentiality of any information:
a) that was already in TAES' possession as evidenced by
existing documentation prior to receipt of confidential
information from XXXXXXXXXX:
b) that appears in issued patents or printed publications
otherwise than by reason of a default by TAES or any of its
employees or contractors under this AGREEMENT or any
agreement entered into pursuant to Article VIII or Section
10.4 hereof:
c) that is or hereafter becomes generally available to the
public on a non-confidential basis through no fault of
TAES; or
d) that is disclosed to TAES by third parties having the right
to make such disclosures.
ARTICLE XI: TERMINATION
Either party may terminate this AGREEMENT at the end of the fiscal year
covered by any Annual Budget by giving notice to the other party not
less than 90 days prior to the end of the fiscal year upon which such
Annual Budget is based. Such termination shall not relieve XXXXXXXXXX
from its obligation to pay for all services, orders, materials or
facilities committed in good faith prior to such termination, nor shall
such termination relieve TAES of its obligation to finish work to which
it committed under an Annual Budget or of its obligations and the
restrictions established in Articles V (Reports), VII (Publication),
VIII (Intellectual Property Rights), IX (Security) and, (Confidential
Information), all of which shall survive the termination of this
AGREEMENT.
ARTICLE XII: NOTICE
Notices hereunder shall be deemed to have been properly given when sent
by registered or certified mail, postage prepaid and addressed to the
appropriate party at its address set forth below or such other address
as such party shall have established by written notice to the other:
If to XXXXXXXXXX:
0000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Attn: President
with a copy to:
0000 X. Xxxxxxxx
Xxxxxx, XX 00000
Attn: Vice President. R&D
If to TAES:
Texas Agriculture Experimental Xxxxxxx
X.0. Xxx 0000
Xxxxxxx Xxxxxxx, XX 00000
ARTICLE XIII: MISCELLANEOUS
13.1 SOLE AGREEMENT: This AGREEMENT constitutes the sole agreement
between the parties with respect to the subject matter hereof and
supersedes any prior understanding, whether written or oral, with
respect thereto.
13.2 AMENDMENTS: No provision of this AGREEMENT may be modified,
waived or amended except by an instrument in writing signed by
the party against which the change is sought to be enforced. Any
such modification, waiver or amendment must be signed by the
President or by the Executive Vice President in order to bind
XXXXXXXXXX.
13.3 NO ASSIGNABILITY: This AGREEMENT may not be assigned by either
party without the written approval of the other party.
13.4 GOVERNING LAW: This AGREEMENT shall be governed by and construed
in accordance with the laws of the State of Texas.
13.5 WAIVER: No delay or omission of XXXXXXXXXX to exercise any right
upon the occurrence of any default hereunder shall impair any
such right or be construed as a waiver of such right or an
acquiescence to such default.
13.6 AUTHORITY: Each person signing this AGREEMENT represents that he
has full and complete authority to execute this AGREEMENT on
behalf of the organization he is representing.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT in
multiple copies on the day and date first written above.
XXXXXXXXXX LABORATORIES, INC. TEXAS AGRICULTURE EXPERIMENTAL
STATION
BY: /s/ BY: /s/
--------------- ----------------------------
XXXX X. XXXXXXX TITLE: Xxxxxx X. Xxxxxxxxxx,
PRESIDENT Deputy Direct
APPENDIX A
THE RESEARCH PROGRAM
The Research Program consists of research in the form of
testing, studies and publications consistent with the following
broad objectives:
1. Testing of XXXXXXXXXX Wound and Skin Care Division
products.
2. Testing of XXXXXXXXXX'x experimental drug acemannan and
its derivatives.
3. Investigation into the mechanism of action of
polydispersed acemannan.
4. In vitro testing of the efficacy of molecular weight
fractions of polydispersed acemannan.
5. In vitro testing of the efficacy of derivatives of
molecular weight fractions of polydispersed acemannan.
6. Animal efficacy testing of molecular weight fractions
of acemannnan.
7. Animal efficacy testing of derivatives of molecular
weight fractions of acemannan.
8. Publication of papers demonstrating the superiority of
XXXXXXXXXX products.
These general objectives shall be applied to the planning and approval
of Annual Budgets. The research Program and these objectives may not
be modified except upon the written approval of both parties.
APPENDIX B
ANNUAL BUDGET
[TO BE NEGOTIATED ANNUALLY AND APPENDED
HERETO IN ACCORDANCE WITH SECTION 12]
APPENDIX C
Employee's Confidentiality and Invention Agreement
This agreement is made and entered into this ___ day of ________, 19_,
by and between the Texas Agriculture Experimental Station ("TAES") and
(Name of Emp1oyee) ("you").
In consideration of your, employment or continued employment by TAES,
and of salary, wages, bonuses or other compensation to be paid by TABS
to you, we agree as follows:
As used in this agreement, the following definitions apply:
Confidential Information means information disclosed to you or known
to you as a result of your employment by TAES. where such information
is not generally known to the pharmaceutical trade or industry,
concerning products, processes, machines, services, and operations
being developed by TAES in connection with a Contract Research
Agreement (the "Contract Research Agreement") with Xxxxxxxxxx
Laboratories, Inc. ("Xxxxxxxxxx"). Confidential Information includes,
but is not limited to, research, development, manufacturing,
purchasing, finance, data processing, engineering, marketing,
merchandising and selling, and corresponding information about the
products, processes, machines, services and operations of Xxxxxxxxxx,
as well as research projects, findings, or reports, business plans,
formulas, processes, methods of manufacture, sales, costs, pricing
data, new drug, cosmetic or device data and lists of suppliers and
customers.
Invention means any discovery, improvement, process, product, or
device that is (a) conceived, discovered or made by you, either alone
or with others, during or after the term of your employment with TAES;
(b) based on Confidential Information; and (c) (i) related to the
actual or anticipated business or activities of Xxxxxxxxxx, (ii)
related to Xxxxxxxxxx'x actual or anticipated research development,
(iii) suggested by or resulting from any tasks assigned to you or work
performed by you for or on behalf of TAES in connection with the
Contract Research Agreement, or (iv) conceived, discovered or made
with the use of Xxxxxxxxxx'x facilities, materials or personnel.
1. Disclosure of Confidential Information
You acknowledge that Confidential Information is a valuable
asset of TAES and Xxxxxxxxxx and that unauthorized disclosure or
utilization thereof could hurt their interests. Therefore, both during
and after the term of your employment by TAES, you agree not to
disclose to any person or organization, other than TAES and
Xxxxxxxxxx, or to utilize for your benefit or profit or the benefit or
profit of any person or organization other than TAES and Xxxxxxxxxx,
any Confidential Information, except as may be authorized in writing
by TAES.
2. Ownership of Inventions
The following shall be the property of TAES exclusively:
(a) Any Invention conceived, discovered or made by you, whether
individually or with others, whether patentable or not:
(b) Any patent, patent application or record relating to any
Invention.
3. Disclosure of Inventions
You will promptly disclose to TAES and keep adequate records on
any Invention you make.
4. Obtaining and Enforcement of Patents
Without further consideration from or charge to TAES, whenever
requested to do so by TAES, you will give all testimony, execute any
applications, assignments or other instruments, and in general do all
lawful things reasonably requested of you by TAES to enable TAES to
obtain, maintain and enforce protection of any intellectual property
rights it may have in any Invention for and in the name of TAES or its
nominee in all countries of the world. These obligations shall
continue beyond the termination of your employment with TAES. TAES
will pay any necessary expenses in connection with these matters,
5. Disclaimer
You represent that you are under no obligation to any former
employer or third party which is in any way inconsistent with this
agreement or which imposes any restrictions on your activities with
TAES, except as described in any attachment to this agreement.
6. Confidential Information of Prior Emplovers
You will not disclose to TAES or induce TAES to use any secret
or confidential information or material belonging to others, including
former employers, if any. In case of doubt with respect to your
obligations towards a prior employer, you should consult with TAES'
General Counsel or designee.
7. Removal and Return of TAES Property
You shall not keep elsewhere than on TAES premises, nor remove
therefrom, any property of TAES or Xxxxxxxxxx, except and only so long
as may be required for the performance of your duties for TAES. Upon
termination of employment with TAES, you shall turn over to a
designated individual employed by TAES all property then in your
possession or custody and belonging to TAES or Xxxxxxxxxx. You shall
not retain any copies or reproductions of correspondence, memoranda,
reports, notebooks, drawings, photographs. or other documents relating
in any way to the affairs of TABS or Xxxxxxxxxx which are entrusted
to you at any time during your employment with TABS.
8. Miscellaneous Provisions
(a) Any failure on the part of TAES to insist upon the
performance of this agreement, or any part thereof, will not
constitute a waiver of any right under this agreement.
(b) In the event any provision, or any portion of any provision
of this agreement should be declared invalid or unenforceable for any
reason by a court of competent jurisdiction, such provision or portion
thereof shall be considered separate and apart from the remainder of
this agreement, which shall remain in full force and effect.
(c) This Agreement shall be binding upon and inure to the
benefit of the heirs. executors, administrators, successors and
assigns of the parties.
(d) This Agreement shall be for and inure to the benefit of
Xxxxxxxxxx Laboratories. Inc. and its successors and assigns as a
third party beneficiary.
(e) This agreement shall be governed by and construed according
to the laws of the State of Texas.
(f) A breach or default by you of the provisions of this
Agreement shall cause TAES or Xxxxxxxxxx to suffer irreparable harm,
and in such event, TAES or Xxxxxxxxxx shall be entitled, as a matter
of right, to a restraining order or other injunctive relief from any
court of competent jurisdiction, restraining any further violation
thereof by you, and those in active concert or participation with you.
The right to a restraining order or other injunctive relief shall be
supplemental to any other right or remedy TAES or Xxxxxxxxxx may have,
including, without limitation, the right to recover damages for the
breach or default of any of the terms of this Agreement.
IN WITNESS WHEREOF the parties have hereunto set their hands this
________ day _________of 19__.
WITNESSES: (Your Name)
TEXAS AGRICULTURE EXPERIMENTAL
----------------- STATION
BY /s/
----------------- ---------------------------
APPENDIX D
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT, made effective as of this __ day of ______,
199_, by and between TEXAS AGRICULTURE EXPERIMENTAL STATION, an agency
of the State of Texas with offices located in Xxxxxxx Xxxxxxx, Xxxxx
00000 (hereinafter referred to as "TAES") and [Name and address of
Contractor] ("CONTRACTOR") (TAES and CONTRACTOR being hereinafter
referred to singularly as a "PARTY" and collectively as the
"PARTIES"),
WITNESSETH:
WHEREAS, TAES is performing work under a Contract Research
Agreement with Xxxxxxxxxx Laboratories, Inc. for the development of
proprietary technology, know-how, data, info1 'nation and patents
regarding a novel immune response modifier known under the generic
name acemannan (hereinafter referred to as the "COMPOUND") and
regarding a line of wound and skin care products (hereinafter referred
to as the "PRODUCTS"), which technology, know-how, data, information
and parents are hereinafter collectively referred to as the
"INFORMATION";
WHEREAS, CONTRACTOR desires to receive INFORMATION and tangible
objects embodying said INFORMATION (said tangible objects
collectively referred to hereafter as 'MATERIAL') in order to
perform work for TAES in regard to the COMPOUND and/or the PRODUCTS;
and
WHEREAS, TAES has the right and is willing to provide CONTRACTOR
with the INFORMATION and the MATERLAL as may be necessary to permit
CONTRACTOR to perform such work;
NOW THEREFORE, in consideration of the covenants and conditions
set forth below, TAES and COTRACTOR do hereby agree as follows:
1. TAES will provide CONTRACTOR with the INFORMATION and
MATERIAL in order for CONTRACTOR to Perform its work.
2. CONTRACTOR shall hold in confidence the INFORMATION and
MATERIAL provided to it by TAES under this AGREEMENT. This obligation
shall continue in full force and effect unless (and only to the
extent) waived by TAES in writing.
3. CONTRACTOR shall not use the INFORMATION or MATERIAL which it
is required to hold in confidence hereunder for any purpose other than
performing work for TAES.
4. CONTRACTOR agrees to limit disclosure of the INFORMATION
and MATERIAL received from TAES hereunder to only those of its
employees whom it' considers necessary to perform its work for TAES
and then only after such employees have undertaken to comply with the
terms of this AGREEMENT in a written statement signed by each
employee. CONTRACIOR also agrees to take reasonable precautions to
avoid unauthorized disclosure or use of the INFORMATION and MATERIALS
by third parties.
5. CONTRACTOR represents that it has no obligations or
commitments inconsistent with this AGREEMENT.
6. This AGREEMENT shall be binding upon and inure to the
benefit of the permitted successors and assigns of the PARTIES hereto,
but neither PARTY shall assign this AGREEMENT without the prior
written consent of the other PARTY.
7. This AGREEMENT may be terminated by either PARTY upon
thirty (30) days advance written notice to the other PARTY, at their
respective addresses as written above, except that the provisions of
Paragraphs 2, 3 and 4 above shall survive for a period of five (5)
years from the date of termination. Upon termination CONTRACTOR within
thirty (30) days shall confirm to TAES in writing that all MATERIAL
have been returned to TAES.
8. CONTRACTOR shall promptly rerun] remaining tangible forms
of INFORMATION and MATERIAL supplied by TAES pursuant to this
AGREEMENT upon termination of this AGREEMENT,
9. It is understood by both PARTIES that of this AGREEMENT
does not constitute a license to use the INFORMATION Or MATERIAL other
than as specified herein.
10. It is understood by both PARTIES that the confidentiality
obligations under Paragraphs 2, 3 and 4 above shall not apply to
INFORMATION or MATERIAL disclosed to CONTRACTOR hereunder:
(a) where use, publication or disclosure by CONTRACTOR of
any INFORMATION or MATERIAL is permitted under terms of a
written contract between TAES and CONTRACTOR;
(b) where the INFORMATION or MATERIAL was known or used by
CONTRACTOR prior to the disclosure by TAES, as evidenced by a
written or printed document;
(c) where the INFORMATION or MATERIAL was known to the
public or generally available to the public prior to the date it
was received by CONTRACTOR:
(d) where the INFORMATION or MATERIAL became known to the
public or generally available to the public, subsequent to the
date it was received by CONTRACTOR, without CONTRACTOR being
responsible therefor; or
(e) where the INFORMATION or MATERIAL is lawfully disclosed
to CONTRACTOR by a third party not deriving the same from TAES.
Exceptions (d) and (e) above shall apply only from and after the
date such INFORMATION or MATERIAL shall become known or generally
available to the public or shall be received from said third party
respectively.
Specific INFORMATION or MATERIAL shall not be deemed to be
within the exceptions (a) through (e) above merely because it is
embraced by more general MATERIAL within one of the exceptions. In
addition, any combination of features shall not be deemed to be within
the foregoing exceptions merely because individual features are
generally known to the public.
11. (a) This AGREEMENT shall be for and inure to the benefit of
Xxxxxxxxxx Laboratories, Inc. and its successors and assigns as a
third party beneficiary.
(b) This AGREEMENT shall be governed by and construed in
accordance with the substantive Laws of the State of Texas without
regard to Texas choice-of-law principles.
(c) Any failure on the part of TAES to insist upon the
performance of this AGREEMENT, or any part thereof, will not
constitute a waiver of any right under this AGREEMENT.
d) In the event any provision, or any portion of any provision,
of this AGREEMENT should be declared invalid or unenforceable for any
reason by a court of competent jurisdiction, such provision or portion
thereof shall be considered separate and apart from the remainder of
this AGREEMENT, which shall remain in full force and effect.
e) This AGREEMENT shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators, successors and
assigns of the PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this
AGREEMENT to be executed by their duly authorized representatives to
be effective as of the date first above written.
BY: /s/
-----------------------------------
TEXAS AGRICULTURE EXPERIMENTAL STATION
BY:
-----------------------------------
CONTRACTOR
