STRATEGIC ALLIANCE
This Strategic Alliance is made and effective this March 23, 2000, by and
between UTEK CORPORATION, offices located at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxxx 00000 and FLORIDA INSTITUTE OF TECHNOLOGY offices located at 000
Xxxx Xxxxxxxxxx Xxxx., Xxxxxxxxx, XX 00000 Now, therefore, both parties agree as
follows:
1 FLORIDA INSTITUTE OF TECHNOLOGY seeks to develop an off-balance sheet vehicle
to bring its intellectual property and technology to the marketplace. The goal
of which is to generate on-going royalties to enhance its research capabilities
and reward faculty whose patents are licensed, in addition to developing
sponsored research activities.
2. UTEK CORPORATION (UTEK) has the mission to build a bridge between
university-based technology and public companies that can rapidly bring new
products to the marketplace.
3. UTEK would review FLORIDA INSTITUTE OF TECHNOLOGY specified existing
technologies and new disclosures to gauge their potential for successful
commercialization. If a specific technology seemed promising to UTEK (and
FLORIDA INSTITUTE OF TECHNOLOGY agreed), FLORIDA INSTITUTE OF TECHNOLOGY would
apply for a patent (if it does not already have one), with FLORIDA INSTITUTE OF
TECHNOLOGY as the assignee. UTEK would receive a 12-month exclusive, royalty-fee
license option for the technology for some or all fields of use. UTEK would then
use its best efforts to find a corporate licensee or otherwise commercialize the
technology at terms acceptable to FLORIDA INSTITUTE OF TECHNOLOGY. If UTEK finds
a FLORIDA INSTITUTE OF TECHNOLOGY acceptable licensee, royalties for the
technology would be paid directly by the licensee to FLORIDA INSTITUTE OF
TECHNOLOGY. If UTEK is unable to find a FLORIDA INSTITUTE OF TECHNOLOGY
acceptable licensee or corporate partner for the technology by the end of this
12- month period, then all option rights to the technology would revert back to
FLORIDA INSTITUTE OF TECHNOLOGY, unless both parties agreed to extend. The
defined Exclusive Option Agreement is contained in Exhibit A. When FLORIDA
INSTITUTE OF TECHNOLOGY desires to have UTEK merchandise a specific technology
and UTEK agrees, both parties will execute a copy of the Exclusive Option
Agreement with the appropriate technology, field-of-use end term descriptions.
4. The term of this strategic alliance is for a period of five years, commencing
on the date above.
5. Either party may terminate this Agreement at any time with sixty days written
notice.
6. During the term of this Agreement, both parties shaII not disclose to anyone
any confidential information. "Confidential Information" for the purposes of
this Agreement shall include proprietary and confidential Information such as,
but not limited to, technology plans, research and development plans, designs,
models, software, product specifications, marketing plans, patent applications.
disclosures and new concepts.
Confidential information shall not include any information that:
A. Is disclosed without restriction.
B. Becomes publicly available through no act of the recipient.
C. Is rightfully received by either party from a third party.
0. Is disseminated in publications.
If UTEK customers need to review FLORIDA INSTITUTE OF TECHNOLOGY confidential
information to determine their interest in licensing a specific property, UTEK
will have the customer execute an FLORIDA INSTITUTE OF TECHNOLOGY approved
confidentiality and non-disclosure agreement. A copy of this signed agreement
will be provided to FLORIDA INSTITUTE OF TECHNOLOGY.
7. This Agreement shall be governed by and be construed in accordance with the
laws of the state of Florida.
8. This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed, only by an
Agreement in writing, signed by both of the parties.
9. Any notice to be given or otherwise given pursuant to this Agreement shall be
in writing and shall be hand delivered, mailed by certified mail, return receipt
requested or sent by overnight courier service as follows:
UTEK CORPORATION FLORIDA INSTITUTE OF TECHNOLOGY
000 Xxxxx Xxxxxxx Xxxxxx, 000 Xxxx Xxxxxxxxxx Xxxx.,
Xxxxx Xxxx, Xxxxxxx 00000 Xxxxxxxxx, XX 00000
10. If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as If such invalid or
unenforceable tenn had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties a of the
date first above written
UTEK CORPORATION FLORIDA INSTITUTE OF TECHNOLOGY
