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EXHIBIT 10.8(b)
RESEARCH AGREEMENT
(DOCUMENT IDENTIFICATION CODE:
LEUKOSITE/IC/NHLI/0012/RESEARCH)
THIS AGREEMENT (hereinafter called the "RESEARCH AGREEMENT") is made effective
the Fourteenth day of March, 1996 (hereinafter called the "EFFECTIVE DATE").
BY AND BETWEEN:
THE IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY & MEDICINE of Xxxxxxxxx Xxxxxxxx,
Xxxxxx XX0 0XX, Xxxxxxx (hereinafter called the "COLLEGE"); and
IMPERIAL EXPLOITATION LIMITED, a company organized under English law and having
a registered office at Xxxxxxxxx Xxxxxxxx, Xxxxxx XX0 0XX, Xxxxxxx (hereinafter
called "IMPEL");
OF THE FIRST PART,
AND:
LEUKOSITE INCORPORATED, a company organized under the laws of the state of
Delaware, United States of America, having a principal office at 000 Xxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America (hereinafter called the
"COMPANY")
OF THE SECOND PART.
WITNESSETH:
A. WHEREAS The COMPANY wishes to support a research programme to be
undertaken by the COLLEGE as defined in Schedule I annexed hereto
(hereinafter called the "RESEARCH PROGRAMME"); and
B. WHEREAS the COLLEGE is willing to accept such support from the COMPANY
and to undertake the RESEARCH PROGRAMME.
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NOW, THEREFORE, in consideration of the premises and the performance of the
covenants herein contained, IT IS AGREED AS FOLLOWS:
1. The COLLEGE will carry out the RESEARCH PROGRAMME under the supervision
of Professor X.X. Xxxxxxxx in its Department of Applied Pharmacology at
the National Heart & Lung Institute which is a constituent part of the
COLLEGE or such other member of its staff as shall be agreed by the
COMPANY, such agreement not to be unreasonably withheld.
2. The RESEARCH PROGRAMME will be undertaken from the EFFECTIVE DATE for a
period of one (1) year.
3. The COMPANY shall make payments to the COLLEGE according to Schedule 2
annexed hereto towards the costs of the RESEARCH PROGRAMME. The COLLEGE
shall undertake to use its best efforts to complete the work based on
the costs described in Schedule 2.
4. The COLLEGE shall submit progress reports on the RESEARCH PROGRAMME to
the COMPANY at six (6) months after the EFFECTIVE DATE and on
completion of the RESEARCH PROGRAMME.
5. Each party shall keep confidential any information that is received
from the other in the course of this AGREEMENT that is marked
"CONFIDENTIAL" and shall ensure that such confidential information is
disclosed only to those of its employees and students who require
access to such information for the purpose of carrying out the RESEARCH
PROGRAMME. In the event that either party discloses confidential
information to the other orally, it shall send to the other a written
record of such information, marked "CONFIDENTIAL", within fourteen (14)
days following disclosure. Such information shall be deemed to have
been disclosed in confidence from the time of disclosure.
The COLLEGE shall have the right to publish the results of the RESEARCH
PROGRAMME in accordance with normal academic practice subject only to
any reasonable delay required in order to protect the commercial value
of such results.
The provisions of this Clause 5 shall survive termination of this
AGREEMENT for any reason.
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6. The results of the RESEARCH PROGRAMME and all intellectual property
rights Therein (hereinafter referred to as the "RESULTS") shall be the
property of the COLLEGE. The COMPANY shall have the right to an option
to be granted an exclusive licence for any or all of the RESULTS. Such
option shall be exercisable in writing to the COLLEGE at any time up to
three (3) months following the date of receipt by the COMPANY Of the
progress report provided by the COLLEGE upon completion of the RESEARCH
PROGRAMME. The licence shall be effected by written amendment to and
under the terms of the licence agreement between the COLLEGE, IMPEL and
the COMPANY dated January 31, 1996; except that no licence issue fee
shall be payable by the COMPANY for such amendment.
The COMPANY shall have access to and the right to use information and
reagents generated as part of the RESEARCH PROGRAMME during the term of
this AGREEMENT. This right shall survive termination of this AGREEMENT
so long as this information or reagents do not constitute patentable
intellectual property.
The rights granted to the COMPANY pursuant to this Clause 6 shall
survive termination of this AGREEMENT for any reason other than breach
of this AGREEMENT by the COMPANY.
7. This AGREEMENT shall commence on EFFECTIVE DATE and shall remain in
full force and effect until completion of the RESEARCH PROGRAMME unless
terminated in accordance with the provisions of Clause 8.
8. Either party may terminate this AGREEMENT:
8.1 upon three (3) months written notice to the other; or
8.2 forthwith upon written notice to the other if the other commits a
breach of any of the terms of this AGREEMENT and such breach is
either irremediable or is not remedied within thirty days
following written notice of said breach requiring it to be
remedied.
9. No amendment to this AGREEMENT shall be valid until reduced to writing
and signed by an authorized signatory of each party.
10. This AGREEMENT shall not be assigned by the COMPANY, except as part of
a sale or transfer of all or substantially all of the COMPANY's
business.
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11. Any notice required or permitted to be given by this AGREEMENT shall be
given by post-paid, first class, registered or certified mail addressed
to:
LEUKOSITE INC.
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx of America
(marked for attention of the Chief Executive Officer)
or
IMPERIAL EXPLOITATION LTD
Xxxxxxxxx Xxxxxxxx, Xxxxxx XX0 0XX, Xxxxxxx
(marked for attention of the Company Secretary)
Such addresses may be altered by notice so given
12. This AGREEMENT shall be interpreted in accordance with the laws of
England and shall be subject to the jurisdiction of the English courts
sitting in England.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and duly
executed this AGREEMENT on the date(s) indicated below, to be effective the day
and year first above written.
For and on Behalf of IMPERIAL COLLEGE OF SCIENCE, TECHNOLOGY & MEDICINE
By: /s/ Xxxxx X. Xxxxxx
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Xx. Xxxxx X. Xxxxxx
Title: Pro-Xxxxxx (Research Contracts)
Date: 11 March 1996
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For and on Behalf of IMPERIAL EXPLOITATION LIMITED
By: /s/ Xxxxx X. Xxxxxx
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Xx. Xxxxx X. Xxxxxx
Title: Company Secretary
Date: 11 March 1996
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For and on Behalf of LEUKOSITE INCORPORATED
By: /s/ Xxxxx Xxxxxxxxx
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Xx. Xxxxxxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
Date: March 25, 1996
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