EXHIBIT 10.26
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80 (b)(4),
200.83 and 230.406
*** Indicates omitted material that is the subject of a confidential
treatment request filed separately with the Commission.
DRUG TARGET AND DRUG LEAD DISCOVERY
COLLABORATION AGREEMENT
BETWEEN
GENE LOGIC INC.
AND
JAPAN TOBACCO INC.
DATED AS OF SEPTEMBER 9, 1997
Table Of Contents
Page
1. Definitions........................................................... 1
1.1 "Affiliate"................................................. 1
1.2 "Agreement Date"............................................ 2
1.3 "Agreement Term"............................................ 2
1.4 "Alliance Director"......................................... 2
1.5 "Biological Therapeutic Product"............................ 2
1.6 "cDNA"...................................................... 2
1.7 "cDNA Sequence Analysis".................................... 2
1.8 "Control"................................................... 2
1.9 "Diagnostic Product"........................................ 2
1.10 "Drug Approval Application"................................. 2
1.11 "Effective Date"............................................ 2
1.12 "FDA"....................................................... 2
1.13 "Field"..................................................... 3
1.14 "Further Development"....................................... 3
1.15 "GENE EXPRESS("............................................. 3
1.16 "Gene Logic Assays"......................................... 3
1.17 "Gene Logic Software"....................................... 3
1.18 "Gene Logic Technology"..................................... 3
1.19 "Gene Products"............................................. 3
1.20 "Gene Target"............................................... 3
1.21 "IND"....................................................... 3
1.22 "Indication(s)"............................................. 4
1.23 "Invention(s)".............................................. 4
1.24 "NDA"....................................................... 4
1.25 "Net Sales"................................................. 4
1.26 "Patent Right(s)"........................................... 4
1.27 "Product"................................................... 4
1.28 "Program Term".............................................. 5
1.29 "Protein Product"........................................... 5
1.30 "Regulatory Approval"....................................... 5
1.31 "Research Databases"........................................ 5
1.32 "Research Management Committee" or "RMC".................... 5
1.33 "Research Plan"............................................. 5
1.34 "Research Program".......................................... 5
1.35 "Research Term"............................................. 5
1.36 "Samples"................................................... 5
i.
Table Of Contents
(continued)
Page
1.37 "Scientific FTE"............................................ 6
1.38 "Therapeutic Product"....................................... 6
1.39 "Third Party"............................................... 6
2. Research Programs..................................................... 6
2.1 Undertaking and Scope....................................... 6
2.2 Personnel and Resources. ................................... 7
2.3 Information and Reports Concerning the Research Databases... 8
2.4 Visiting JT Employees....................................... 8
2.5 Acquisition of Samples...................................... 8
2.6 Term of the Research Program................................ 9
2.7 Selection of Gene Targets................................... 9
3. Research Management Committee; Alliance Directors;
Dispute Resolution.................................................... 10
3.1 Research Management Committee............................... 10
3.2 RMC Meetings................................................ 10
3.3 Alliance Directors.......................................... 10
3.4 Dispute Resolution.......................................... 11
4. Patents, Know-How Rights And Inventions............................... 11
4.1 Ownership of Inventions..................................... 11
4.2 Ownership of Gene Logic Technology, Gene Logic Software,
Gene Logic Assays and Research Databases.................... 11
4.3 Ownership of Improvements to Gene Logic Technology,
Gene Logic Software and Gene Logic Assays................... 11
4.4 Ownership of Products....................................... 12
4.5 Patent Protection........................................... 12
4.6 Infringement by Third Parties............................... 14
4.7 Allegations of Infringement by Third Parties................ 14
4.8 Independent Efforts......................................... 14
5. Grant of Rights....................................................... 15
5.1 Research Databases, GENE EXPRESS( and Software.............. 15
5.2 Samples..................................................... 15
5.3 Gene Targets................................................ 15
5.4 Diligence................................................... 15
5.5 Diligence Reports........................................... 16
ii.
Table Of Contents
(continued)
Page
6. Collaboration Expansion Options....................................... 17
6.1 Expansion Options........................................... 17
6.2 Equity Funding Commitment................................... 17
7. Payments and Royalties................................................ 17
7.1 Research Reimbursement Payments to Gene Logic............... 17
7.2 Research Support............................................ 18
7.3 Gene Target Fees............................................ 19
7.4 Royalties Payable by JT..................................... 19
7.5 Currency of Payment......................................... 19
7.6 Payment and Reporting....................................... 19
7.7 Records and Audits.......................................... 20
8. Milestones for Therapeutic Products and Protein Products.............. 20
8.1 Milestones.................................................. 20
8.2 Milestone Payments.......................................... 21
8.3 Taxes....................................................... 21
9. Confidentiality and Security.......................................... 22
9.1 Security of Research Databases and Gene Logic Software...... 22
9.2 Confidentiality............................................. 22
9.3 Permitted Disclosures....................................... 23
9.4 Publication................................................. 23
10. Representations And Warranties........................................ 24
10.1 Legal Authority............................................. 24
10.2 Valid Rights and Licenses................................... 24
10.3 No Conflicts................................................ 24
10.4 Disclaimer.................................................. 24
11. Term; termination..................................................... 25
11.1 Term........................................................ 25
11.2 Termination for Breach...................................... 25
11.3 Effect of Bankruptcy........................................ 26
11.4 Remedies.................................................... 26
iii.
Table Of Contents
(continued)
Page
12. Arbitration........................................................... 26
12.1 Arbitration................................................. 26
12.2 Procedure................................................... 27
13. General Provisions.................................................... 27
13.1 Mutual Indemnification...................................... 27
13.2 Assignment.................................................. 27
13.3 Non-Waiver.................................................. 28
13.4 Governing Law............................................... 28
13.5 Partial Invalidity.......................................... 28
13.6 Notice...................................................... 28
13.7 Headings.................................................... 29
13.8 Retained Rights............................................. 29
13.9 No Implied Licenses or Warranties........................... 29
13.10 Force Majeure............................................... 29
13.11 Survival.................................................... 29
13.12 Entire Agreement............................................ 29
13.13 Amendments.................................................. 30
13.14 Independent Contractors..................................... 30
13.15 Counterparts................................................ 31
iv.
DRUG TARGET AND DRUG LEAD DISCOVERY
COLLABORATION AGREEMENT
This Drug Target and Drug Lead Discovery Collaboration
Agreement ("Agreement") is made as of September 9, 1997, by and between Gene
Logic Inc., a Delaware corporation ("Gene Logic"), located at 00000 Xxx
Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 and Japan Tobacco Inc., a Japanese
corporation ("JT"), located at JT Xxxxxxxx 0-0, Xxxxxxxxx 0-xxxxx, Xxxxxx-xx,
Xxxxx 000, Xxxxx.
Witnesseth:
Whereas, Gene Logic has developed technologies and know-how
with respect to high throughput analysis of gene expression and gene
regulation for use in the identification of gene targets and the discovery of
pharmaceutical products;
Whereas, JT is a company engaged in the development and
commercialization of pharmaceutical products;
Whereas, JT and Gene Logic wish to enter into a collaborative
effort directed toward the development of Research Databases (as defined
herein) to identify genes associated with Indication #1 (as such term is
defined on Exhibit A attached hereto, including an option for the development
and application of Gene Logic Assays (as defined herein) for the
identification of human pharmaceutical products and options to expand the
collaborative effort to include the development of Research Databases to
identify genes associated with certain other indications (the
"Collaboration"); and
Whereas, through the Collaboration the parties intend to
discover, develop and market human pharmaceutical products.
Now, Therefore, in consideration of the foregoing premises and
the mutual promises, covenants and conditions contained herein, Gene Logic
and JT agree as follows:
1. Definitions.
The following capitalized terms shall have the meanings
indicated for purposes of this Agreement:
1.1 "Affiliate" shall mean any corporation, association or
other entity which directly or indirectly controls, is controlled by or is
under common control with the party in question; provided, however, that the
Government of Japan shall not be deemed to be an Affiliate of JT. As used in
this definition of "Affiliate," the term "control" shall mean
1.
direct or indirect beneficial ownership of more than 50% of the voting or
income interest in such corporation or other business entity.
1.2 "Agreement Date" shall mean the date of this Agreement
first written above.
1.3 "Agreement Term" shall mean the period from the Agreement
Date until, with respect to each Product, the expiration of the last royalty
obligation owed by JT to Gene Logic with respect to such Product, or until
this Agreement is otherwise terminated pursuant to its terms.
1.4 "Alliance Director" shall have the meaning set forth in
Section 3.3.
1.5 "Biological Therapeutic Product" shall mean any gene
therapy product or antisense product, in any dosage form or formulation by
any route of administration, which is or comprises any full, partial or
modified RNA or DNA sequence corresponding to or complementary to a Gene
Target RNA or DNA sequence.
1.6 "cDNA" shall mean a DNA copy of a mRNA, including,
without limitation, all cDNA clones and cDNA templates derived from a given
gene transcript and its corresponding coding sequence, including the full
length sequence.
1.7 "cDNA Sequence Analysis" shall mean all sequence
information from all cDNA templates derived from the same gene within a given
cDNA library.
1.8 "Control" shall mean possession of the ability to grant
the rights as provided for herein without violating the terms of any
agreement or other arrangement with any Third Party.
1.9 "Diagnostic Product" shall mean any product or service or
combination thereof used for the diagnosis, prognosis and/or monitoring of
progression of any disease or disorder in humans which is developed
utilizing, or is comprised of, any Gene Target or which incorporates any Gene
Target DNA or RNA sequence.
1.10 "Drug Approval Application" shall mean an application for
Regulatory Approval required before commercial sale or use of a Product.
1.11 "Effective Date" shall mean, with respect to each
Indication, the date on which the Research Management Committee approves the
initial Research Plan for the applicable Research Program pursuant to Section
2.1(a).
1.12 "FDA" shall mean the United States Food and Drug
Administration.
2.
1.13 "Field" shall mean, with respect to each Indication, the
research, discovery and characterization of genes associated with such
Indication through the application of bioinformatics and genomic technologies
to analyze Samples, and the use of such genes for the development of
Products. As used herein, the term "genomic technologies" shall mean,
without limitation, technologies for the analysis of gene expression and gene
regulation, hybridization array techniques, high speed sequencing and
generation of expressed sequence tags.
1.14 "Further Development" shall have the meaning set forth in
Section 2.7.
1.15 "GENE EXPRESS-TM-" shall mean Gene Logic's GENE EXPRESS-TM-
Database of Normal Gene Expression Patterns.
1.16 "Gene Logic Assays" shall mean assays for the screening
of compounds to evaluate their effect or effects on the expression levels of
one or more genes, which assays utilize Gene Logic's proprietary Flow-Thru
Gene Chip technology. All current patent applications with respect to the
Flow-Thru Gene Chip technology are listed on Schedule 1.16, such schedule to
be updated by Gene Logic from time to time.
1.17 "Gene Logic Software" shall mean Gene Logic's software
programs for the analysis of gene expression and gene regulation and the
identification and prioritization of gene targets that are Controlled by Gene
Logic as of the Agreement Date or during the Research Term.
1.18 "Gene Logic Technology" shall mean (i) all discoveries,
inventions, information, data, know-how, trade secrets and materials (whether
or not patentable) that are Controlled by Gene Logic as of the Agreement Date
or during the Research Term, including without limitation, the Research
Databases, GENE EXPRESS-TM- and Gene Logic's READS-TM- and MuST-TM-
technologies, excluding the Gene Logic Software and any technology related to
the Gene Logic Assays, and (ii) all Patent Rights of Gene Logic covering the
foregoing. All current patent applications with respect to GENE EXPRESS-TM-
and Gene Logic's READS-TM- and MuST-TM- technologies are listed on Schedule
1.18, such schedule to be updated by Gene Logic from time to time.
1.19 "Gene Products" shall mean all partial cDNAs, DNAs,
genes, full length cDNAs corresponding thereto and proteins encoded therefrom.
1.20 "Gene Target" shall have the meaning set forth in Section
2.7.
1.21 "IND" shall mean an Investigational New Drug Application
to the FDA to commence human clinical testing of a Product, as defined by the
FDA, or the equivalent application in any country or jurisdiction other than
the United States.
3.
1.22 "Indication(s)" shall mean Indication #1, Indication #2
and/or Indication #3, as appropriate.
1.23 "Invention(s)" shall have the meaning set forth in
Section 4.1.
1.24 "NDA" shall mean a New Drug Application or Product
License Application (or Biologics License Application), as appropriate, and
all supplements filed pursuant to the requirements of the FDA, including all
documents, data and other information concerning Products which are necessary
for or included in FDA approval to market a Product, or the equivalent
application in any country or jurisdiction other than United States.
1.25 "Net Sales" shall mean the gross invoices delivered by JT
or its Affiliates or sublicensees, as appropriate, for the sale of a Product,
less the following deductions:
(1) Prompt payment or other trade or quantity discounts
actually allowed and taken in such amounts as are customary in the trade;
(2) Amounts repaid or credited by reason of timely
rejections or returns;
(3) Taxes on the sale of a Product (other than franchise
or income taxes on the income of the seller) actually paid or withheld;
(4) Allowances for bad debt to the extent such amounts
were previously invoiced and included in Net Sales for royalty purposes and
were subsequently actually written off by such party (JT or its Affiliate or
sublicensee); and
(5) Transportation and delivery charges, including
insurance premiums, actually incurred.
Notwithstanding the foregoing, amounts received by such party
(JT or its Affiliate or sublicensee) or such party's Affiliates for the sale
of Products among such party and its Affiliates whether for their internal
use or for resale or other disposition will not be included in the
computation of Net Sales hereunder.
1.26 "Patent Right(s)" shall mean, with respect to Gene Logic
or JT, all United States and foreign patents relevant to the purpose of this
Agreement (including all reissues, extensions, confirmations, registrations,
re-examinations, and inventor's certificates) and patent applications
(including, without limitation, all substitutions, continuations,
continuations-in-part and divisionals thereof) owned or Controlled by Gene
Logic or JT at any time during the Agreement Term.
1.27 "Product" shall mean a Therapeutic Product or Protein
Product, as applicable.
4.
1.28 "Program Term" shall mean, with respect to each
Indication, the period commencing on the Effective Date for such Indication
and ending upon the end of the Research Term, subject to extension or earlier
termination as set forth herein.
1.29 "Protein Product" shall mean any product for the
prevention or treatment of any disease or disorder in humans, in any dosage
form or formulation for delivery by any route of administration, which is or
comprises a protein or peptide encoded by the full, partial or mutated RNA or
DNA sequence corresponding to a Gene Target RNA or DNA sequence, but
excluding any therapeutic antibody.
1.30 "Regulatory Approval" shall mean (i) all necessary
approvals of an NDA or comparable applicable filing by the FDA permitting
commercial sale of a Product or (ii) all necessary comparable approvals
permitting commercial sale of a Product granted by applicable authorities in
any country or jurisdiction other than the United States.
1.31 "Research Databases" shall mean, with respect to and
related to each Indication, the databases created by Gene Logic using the
Gene Logic Technology pursuant to the Research Plan for such Indication. The
Research Databases for an Indication shall contain data derived from
experiments conducted with respect to the Gene Products identified by Gene
Logic pursuant to the Research Program for such Indication. To the extent
possible, the Research Databases for an Indication shall be created in a
manner to ensure that data derived from Samples obtained by Gene Logic can be
separated from data derived from Samples supplied by JT.
1.32 "Research Management Committee" or "RMC" shall have, with
respect to each Indication, the meaning set forth in Section 3.1.
1.33 "Research Plan" shall have, with respect to each
Indication, the meaning set forth in Section 2.1.
1.34 "Research Program" shall mean, with respect to each
Indication, that program of research performed by the parties in the Field
for such Indication pursuant to Section 2.
1.35 "Research Term" shall mean the period commencing on the
Agreement Date and ending upon the fifth anniversary of the Agreement Date,
subject to extension or earlier termination as set forth herein.
1.36 "Samples" shall mean human or animal tissue samples or
cell lines (i) obtained by Gene Logic pursuant to Section 2.5 or (ii)
supplied by JT to Gene Logic for analyses pursuant to the Research Plan, if
applicable.
5.
1.37 "Scientific FTE" shall mean the equivalent of a full-time
researcher's or program manager's work time over a 12 month period (including
normal vacations, sick days and holidays).
1.38 "Therapeutic Product" shall mean any product for the
prevention or treatment of any disease or disorder in humans, in any dosage
form or formulation by any route of administration, which product is or
comprises a molecule, compound or other agent or any therapeutic antibody,
regardless of its function or utility, which is discovered or whose utility
is discovered utilizing, in whole or in part, a Gene Target, whether or not
in the course of a Research Program, or, if applicable, which is discovered
or whose utility is discovered through the use of any Gene Logic Assay,
excluding any Biological Therapeutic Product, Diagnostic Product or Protein
Product.
1.39 "Third Party" shall mean any party other than JT or Gene
Logic or an Affiliate of either of them.
2. Research Programs.
With respect to the Research Program for Indication #1 and, if
the applicable option under Section 6 is exercised by JT, the Research
Programs for Indication #2 and Indication #3, the following provisions shall
apply:
2.1 Undertaking and Scope.
(a) Prior to the earlier of (i) the initial meeting of
the Research Management Committee and (ii) in the case of Indication #1, 30
days from the Agreement Date, or in the case of the other Indications, 30
days from the date that the applicable option under Section 6 is exercised by
JT, the parties shall work together to agree upon a plan for the creation and
use of the Research Databases by the parties for the first year of the
Research Program. Such plan shall set forth the schedule of specific
activities to be undertaken during the applicable period of the Program Term,
the resources to be employed, including the allocation of Scientific FTEs and
each scientist's role, the intended acquisition of Samples during such period
(and the timing thereof) and the budget for such period. The Research
Management Committee will review and, in its discretion, approve or modify
the general direction of such plan. Such plan, as approved by the RMC for
any year of the Research Program, is referred to herein as the "Research
Plan." A timeline of the research to be performed under the Research Plan
for Indication #1 and the related staff allocation plan is attached to this
Agreement as Schedule 2.1 for reference purposes. At least 90 days before
each anniversary of the Effective Date during the Program Term, the parties
shall propose to the RMC a Research Plan to govern the further development of
the Research Databases during the following year of the Research Program, and
the RMC shall review, modify if appropriate, and
6.
approve such Research Plan by such anniversary. At any time, the RMC may
modify or amend any such Research Plan as appropriate or necessary to reflect
the parties' experiences in performing the Research Program. Each party
agrees to use all reasonable efforts to perform the activities detailed in
the Research Plan in a professional and timely manner.
(b) Gene Logic shall use commercially reasonable and
diligent efforts to develop its Flow-Thru Gene Chip technology to permit the
development of Gene Logic Assays. At any time after notification by Gene
Logic to JT that Gene Logic's Flow-Thru Gene Chip technology is suitable for
the development of Gene Logic Assays, JT may request that Gene Logic develop
one or more Gene Logic Assays and run such Gene Logic Assays with respect to
one or more Gene Products within the Research Databases for JT for the
purpose of discovery or discovering the utility of Products in the Field.
Gene Logic shall advise JT of the anticipated schedule and budget to develop
such Gene Logic Assay and, following approval of such schedule and budget by
JT in writing, shall commence the development of such Gene Logic Assay;
provided, however, that it is understood that Gene Logic shall use
commercially reasonable and diligent efforts to comply with any such request
consistent with Gene Logic's internal development of the technology necessary
to implement such requests. To the extent that JT makes any request pursuant
to this Section 2.1(b), JT shall (i) pay Gene Logic a chip design fee of [***]
for each Gene Logic Assay to be developed by Gene Logic in response to such
request ([***]) and (ii) reimburse Gene Logic for all actual costs incurred
by Gene Logic in developing and running each Gene Logic Assay in response to
such request, such costs not to include any of Gene Logic's costs incurred in
developing the core Flow-Thru Gene Chip technology to the point that the
development of Gene Logic Assays is possible.
(c) At any time during a Research Program, JT may
request Gene Logic (i) to conduct its assays (other than Gene Logic Assays)
with respect to one or more Gene Products within the Research Databases; or
(ii) to conduct its assays (including Gene Logic Assays) with respect to
genes selected by JT from sources other than the Research Databases. Upon a
request to conduct an assay under this Section 2.1(c), both parties shall
negotiate in good faith regarding the terms and conditions under which Gene
Logic shall implement such request; provided, however, that neither party
shall assume any additional obligation with respect to such request unless
and until a separate agreement for such assay has been executed by both
parties in writing.
2.2 Personnel and Resources. Each party agrees to commit the
personnel, consultants, facilities, expertise, technology and other resources
necessary to perform its obligations under the Research Plan; provided,
however, that neither party warrants that the Research Program shall achieve
any of the research objectives contemplated by them. During the Research
Program, JT and Gene Logic will each maintain the number of
7.
CONFIDENTIAL TREATMENT REQUESTED
Scientific FTEs, which in the case of Gene Logic shall not be fewer than
[***] Scientific FTEs, devoted to cooperative work as are required under the
Research Plan. The scientific priorities and direction of the work of such
Scientific FTEs will be determined by the Research Management Committee. JT
will provide funding to support Gene Logic's performance of its obligations
under the Research Plan as set forth in Section 7.
2.3 Information and Reports Concerning the Research
Databases. All information, technology or inventions specific to the Field
made by either party in the course of the Research Program will be promptly
disclosed to the other, with significant discoveries or advances being
communicated as soon as practicable after such information is obtained or its
significance is appreciated. The parties will exchange at least quarterly
written reports presenting a meaningful summary of their activities performed
under this Agreement and will otherwise exchange information concerning the
Research Program as frequently as is necessary.
2.4 Visiting JT Employees. Pursuant to the Research Plan,
JT may request that up to two of JT's scientific employees become employees
of Gene Logic or will otherwise work at Gene Logic during the Program Term;
provided that such employees will not have an employment start date earlier
than January 1, 1998. The nature and scope of the work to be accomplished by
such employees at Gene Logic shall be determined by the RMC, and such
employees shall be subject to periodic performance evaluations by the RMC.
All costs incurred by Gene Logic in connection with the employment of such
employees, which costs will include salary (including payroll tax
withholdings), fringe benefits (including medical, dental, life, disability,
workers' compensation or other insurance coverage provided to Gene Logic
employees), federal, state and local employment-related taxes (including
FICA, Medicare and unemployment insurance) and any other costs incident to
such employees' employment by Gene Logic, shall be reimbursed by JT
semi-annually within 30 days following receipt by JT of the documentation of
such costs reasonably satisfactory to JT (which reimbursement shall be in
addition to any payments to Gene Logic under Section 7.2). Such employees
will enter into Gene Logic's standard agreements regarding proprietary
information and inventions and will be deemed to be Gene Logic employees for
all purposes of this Agreement.
2.5 Acquisition of Samples. Gene Logic shall seek to
establish collaborations to obtain Samples from Third Parties for analysis
pursuant to the Research Plan. JT shall reimburse Gene Logic for any direct
payments (as documented to the reasonable satisfaction of JT) made by Gene
Logic to Third Parties in connection with the acquisition of such Samples.
Gene Logic shall acquire all Samples for purposes of the Research Program
during the Program Term only in accordance with its standard policies and
procedures exercising its typical standard of care, which may be reviewed and
reasonably modified by the RMC, if necessary and appropriate, and shall not
acquire any Samples for purposes of the Research Program during the Program
Term without the prior approval of
8.
CONFIDENTIAL TREATMENT REQUESTED
JT. Any Samples obtained by Gene Logic pursuant to this Section 2.5 shall be
owned by Gene Logic.
2.6 Term of the Research Program. Work under the Research
Program will commence as of the Effective Date and, unless terminated earlier
by either party pursuant to the terms of this Agreement or extended by JT for
an additional year with at least 90 days' prior written notice (which JT may
do without Gene Logic's approval no more than twice with respect to each
Research Program), will terminate upon expiration of the Research Term. Upon
the first anniversary of the Effective Date or at any time thereafter, the
Research Program may be terminated by JT by providing six months' prior
written notice to Gene Logic; provided, however, that if JT has exercised its
option to commence anytime prior to the date of termination another Research
Program in addition to the Research Program to be terminated, JT shall be
entitled to provide only 30 days' prior notice to Gene Logic of such
termination. Upon early termination by JT of a Research Program pursuant to
the preceding sentence, any rights granted to Gene Logic pursuant to Section
5.2 shall remain in full force and effect.
2.7 Selection of Gene Targets. Under the Research Program,
the parties will use commercially reasonable and diligent efforts consistent
with their respective obligations under the Research Plan to identify Gene
Products from Samples as potential targets within the Field. JT shall select
certain of such Gene Products as targets for further development of human
pharmaceutical products using information obtained from the Research
Databases created by Gene Logic pursuant to the Research Plan and the
application of the Gene Logic Software and other information available to JT,
including, without limitation, through public DNA sequence databases and
scientific publications. Any Gene Product identified in a Research Database
which JT uses in Further Development (as defined below) shall be a "Gene
Target." Based upon JT's standard, internal research and development
criteria, JT will, in its sole discretion, decide whether to commence Further
Development with regard to a particular Gene Product. JT shall notify Gene
Logic in writing and make the payment described in Section 7.3 prior to using
any Gene Target in Further Development. For purposes of this Agreement,
"Further Development" of a Gene Target as (i) a Therapeutic Product will be
the [***]; or (ii) a Protein Product will include the
[***].
9.
CONFIDENTIAL TREATMENT REQUESTED
3. Research Management Committee; Alliance Directors; Dispute
Resolution.
With respect to the Research Program for Indication #1 and, if
the applicable option under Section 6 is exercised by JT, the Research
Programs for Indication #2 and Indication #3, the following provisions shall
apply:
3.1 Research Management Committee. JT and Gene Logic will
each appoint four representatives to a research management committee (the
"Research Management Committee" or "RMC"). Attached as Schedule 3.1 is a
list of representatives the parties intend to appoint to the RMC for
Indication #1; in the case of the other Indications, JT and Gene Logic will
each appoint their respective representatives to the RMC promptly after the
date that the applicable option under Section 6 is exercised by JT but in any
event within 10 days. One of the representatives will be identified as
chairman of the RMC for the initial period ending 12 months following the
Effective Date; the initial chairman of the RMC for Indication #1 is
identified on Schedule 3.1. Thereafter, chairmanship will rotate between a JT
member and a Gene Logic member every 12 months. The RMC will review, direct
and supervise all operational and scientific aspects related to the creation
of the Research Databases. The duties of the Research Management Committee
shall include approving the Research Plan, agreeing to resource allocations
(including the allocation of Scientific FTEs), monitoring the parties'
progress under the Research Plan, evaluating the means through which JT has
access to the Research Databases and discussing any other matter related to
the Research Program. The Research Management Committee will meet quarterly,
or more frequently if mutually agreed, and will alternate sites of meetings
between Columbia, Maryland and Yokohama, Japan. Each party recognizes the
importance of the Research Management Committee in the success of the
Research Program and the overall Collaboration and will use diligent efforts
to cause all of its representatives to such committee to attend all meetings
of such committee. A party may change any of its appointments to the
Research Management Committee at any time upon giving written notice to the
other party. Any disputes or disagreements within the RMC shall be resolved
pursuant to Section 3.4.
3.2 RMC Meetings. The Research Management Committee may meet
by telephone or video conference or in person at such times as are agreeable
to the members of such committee. Attendance at meetings shall be at the
respective expense of the participating parties. The chairman of the RMC
shall assure that agendas and minutes are prepared for each of its meetings.
All actions taken and decisions made by the RMC shall be by unanimous
agreement. If personal attendance is not possible for valid reasons, voting
by proxy is permissible.
3.3 Alliance Directors. Each party shall designate one of
its employees as an alliance director ("Alliance Director") for all of the
activities contemplated under the
10.
Research Program. Such Alliance Directors will be responsible for the
day-to-day coordination of the performance of the Research Program and will
serve to facilitate communication between the parties with respect thereto.
Such Alliance Directors shall be experienced in managing research projects
relevant to the Research Program.
3.4 Dispute Resolution. Disputes or disagreements between
the parties arising hereunder will be referred to the Research Management
Committee. If the RMC is unable to resolve, after 30 days, a dispute
regarding any issue presented to it or arising in it, such dispute will be
referred to the Chief Executive Officer of Gene Logic and the Executive Vice
President, Central Pharmaceutical Research Institute of JT for good faith
resolution, for a period of 90 days. If such dispute is not resolved by the
end of such 90-day period, then such issue shall be submitted for resolution
through arbitration within 30 days after either party requests arbitration,
according to the terms set forth in Section 12.
4. Patents, Know-How Rights And Inventions.
4.1 Ownership of Inventions. Except as otherwise set forth
herein, ownership of any inventions (whether or not patentable) that are
conceived, generated or reduced to practice during the course of a Research
Program ("Inventions") shall be determined in accordance with United States
laws of inventorship.
4.2 Ownership of Gene Logic Technology, Gene Logic Software,
Gene Logic Assays and Research Databases. Notwithstanding the foregoing,
subject to the grant of rights to JT under Section 5, Gene Logic shall own
all rights to the Gene Logic Technology, Gene Logic Software, Gene Logic
Assays and the Research Databases, including, but not limited to, all data
and progeny derived from the Samples, all cDNA sequences, partial cDNAs, and
their corresponding full length cDNAs, cDNA Sequence Analyses, Gene Targets,
proteins and applications thereof and information relating thereto. The
filing, prosecution and maintenance of patent(s), copyrights and other
proprietary rights directed at the protection of these rights shall be the
responsibility of, and at the discretion of, Gene Logic.
4.3 Ownership of Improvements to Gene Logic Technology, Gene
Logic Software and Gene Logic Assays. Gene Logic Technology, Gene Logic
Software and Gene Logic Assays shall also include any enhancements or
improvements to Gene Logic Technology, Gene Logic Software and Gene Logic
Assays discovered by either party during the course of the Collaboration,
including, without limitation, any discoveries and Inventions related to the
function of Gene Targets included in a Research Database. JT hereby
irrevocably assigns to Gene Logic all right, title and interest in and to
enhancements or improvements to such Gene Logic Technology, Gene Logic
Software and Gene Logic Assays discovered by JT. If JT has any rights that
cannot be assigned to Gene Logic, JT waives the enforcement of such rights,
and if JT has any rights that cannot
11.
be assigned or waived, JT hereby grants to Gene Logic an exclusive,
irrevocable, perpetual, worldwide, fully-paid license, with right to
sublicense through multiple tiers of sublicense, to such rights. JT agrees
to cooperate with Gene Logic, both during and after the term of this
Agreement, in the procurement and maintenance of Gene Logic's rights to such
intellectual property and to execute, when requested, any other documents
deemed necessary by Gene Logic to carry out the purpose of this Section.
4.4 Ownership of Products.
(a) By JT. Gene Logic hereby irrevocably assigns to JT
all of its right, title and interest in and to any Patent Rights covering a
Product discovered pursuant to the Collaboration. The filing, prosecution
and maintenance of such Patent Rights shall be the responsibility of, and at
the discretion of, JT. Gene Logic agrees to cooperate with JT, both during
and after the term of this Agreement, in the procurement and maintenance of
such Patent Rights and to execute, when requested, any other documents deemed
necessary by JT to carry out the purpose of this Section 4.4(a); provided,
that JT shall reimburse Gene Logic for out-of-pocket expenses incurred by
Gene Logic in connection with such cooperation.
(b) By Gene Logic. JT hereby irrevocably assigns to
Gene Logic all of its right, title and interest in and to any Patent Rights
covering a Biological Therapeutic Product or Diagnostic Product discovered
pursuant to the Collaboration; provided, however, that in the event such
Patent Rights also cover a Product, then in lieu of such assignment, JT shall
grant to Gene Logic an exclusive, irrevocable, perpetual, worldwide,
fully-paid license, with right to sublicense through multiple tiers of
sublicense, to such Patent Rights for use as a Biological Therapeutic Product
or Diagnostic Product. The filing, prosecution and maintenance of such
assigned Patent Rights shall be the responsibility of, and at the discretion
of, Gene Logic, and the filing, prosecution and maintenance of such licensed
Patent Rights shall be the responsibility of, and at the discretion of, JT.
JT and Gene Logic shall cooperate, both during and after the term of this
Agreement, in the procurement and maintenance of such Patent Rights and to
execute, when requested, any other documents deemed necessary by the party
owning such Patent Rights to carry out the purpose of this Section 4.4(b);
provided, that the party owning such Patent Rights shall reimburse the other
party for its out-of-pocket expenses incurred in connection with such
cooperation.
4.5 Patent Protection.
(a) Solely Owned Inventions. Any party that solely owns
any patentable Invention shall have the right, at its option and expense, to
prepare, file and prosecute any patent applications or other appropriate
filings with respect to such Invention and to maintain any patents issued
thereon, copyrights or other similar rights.
12.
(b) Jointly Owned Inventions. Subject to Section
4.5(e), the parties shall decide which party shall be responsible for
preparing, filing and prosecuting any patent applications or other
appropriate filings with respect to any Invention that is owned jointly by
the parties (a "Joint Invention") and maintaining any patents, copyrights or
other similar rights issued thereon, using patent counsel reasonably
acceptable to the other party. The parties shall share the out-of-pocket
expenses for such preparation, filing and prosecution.
(c) Cooperation. Each party agrees to cooperate with
the party responsible for the preparation and prosecution of all patent
applications or other appropriate filings on Inventions specific to the Field
and Joint Inventions pursuant to this Section 4.5 (the "Responsible Party")
and in the maintenance of any patents, copyrights or other similar rights
issued thereon. Such cooperation will include the execution of all documents
necessary or desirable for the Responsible Party to fulfill its obligations
hereunder.
(d) Communication Regarding Patent Protection. The
Responsible Party will prepare, prosecute and maintain (and shall keep the
other party currently informed of all steps to be taken in such preparation,
prosecution and maintenance of) all Patent Rights, copyrights or other
similar rights, which claim an Invention or Joint Invention with respect to
which it is responsible and shall furnish the other party with copies of
documentation of such Patent Rights, copyrights or other similar rights which
claim an Invention specific to the Field or Joint Invention and other related
correspondence relating thereto with respect to which it is responsible to
and from governmental patent agencies or other authorities and permit the
other party to offer its comments thereon before the Responsible Party makes
a submission to a governmental patent agency or other authority which could
materially affect the scope or validity of the coverage of any patent,
copyright or other similar rights that may result. The other party shall
offer its comments promptly.
(e) Back-Up Rights. If the Responsible Party with
respect to any Joint Invention decides to abandon or not to pursue
prosecution of any Patent Rights, copyrights or other similar rights which
claim a Joint Invention, it shall permit the other party, at its option and
expense, to undertake such obligations. The party not undertaking such
actions shall fully cooperate with the other party and shall provide to the
other party whatever assignments and other documents that may be needed in
connection therewith. If a party undertakes the obligations of a
"Responsible Party" under this Section 4 with respect to any such Patent
Right, copyright or other similar right which claims a Joint Invention under
this Section 4.5(e), it shall prosecute and maintain the same vigorously at
its own expense, and shall not abandon or compromise such rights or fail to
exercise any rights of appeal without giving the other party the right to
take over the prosecuting party's conduct, at such other party's own expense.
13.
(f) Reimbursement for Gene Target Patent Expenses. In
the event that JT selects a Gene Target for Further Development and Gene
Logic has incurred patent expenses in connection with such Gene Target, JT
shall reimburse Gene Logic for [***] of the out-of-pocket expenses incurred by
Gene Logic after the Gene Target is selected for Further Development within
30 days of receipt of an invoice therefor.
4.6 Infringement by Third Parties. In the event Gene Logic
or JT becomes aware of any actual or threatened infringement of any Patent
Right, copyright, trademark, trade secret or other intellectual property
right of either party which claims an Invention or Joint Invention, that
party shall promptly notify the other party, and the parties shall (i)
promptly discuss how to proceed in connection with such actual or threatened
infringement and (ii) use their best efforts in cooperating with each other
to terminate such infringement without litigation. If either party commences
any actions or proceedings (legal or otherwise) pursuant to this Section 4.6,
it shall prosecute the same vigorously at its expense and shall not abandon
or compromise them or fail to exercise any rights of appeal without giving
the other party the right to take over the prosecuting party's conduct at
such other party's own expense.
4.7 Allegations of Infringement by Third Parties.
(a) The parties acknowledge that, in order to exploit
the rights contained herein, JT may require licenses under Third Party patent
rights that may be infringed by the use by JT of the rights granted herein
and it is hereby agreed that it shall be JT's responsibility to satisfy
itself as to the need for such licenses and, if necessary, to obtain such
licenses.
(b) JT shall be solely responsible for any threatened or
actual claims for Third Party patent infringement or other Third Party
intellectual property right arising out of the manufacture, use, sale or
importation of a Product sold by JT, its Affiliates or sublicensees. Upon
receiving notice of such actual or threatened claims, JT shall promptly meet
with Gene Logic to discuss the course of action to be taken to resolve or
defend any such infringement litigation.
4.8 Independent Efforts. A party shall not, during the
Research Term, conduct, have conducted or fund any research, discovery or
development activities primarily directed toward the development of a
database of gene expression, gene regulation or gene targets within any Field
utilizing high through-put analysis of gene expression except pursuant to
this Agreement without the prior written consent of the other party;
provided, however, that the foregoing shall not preclude JT from (a)
performing its obligations under those certain agreements described on
Schedule 4.8 or (b) commencing such independent efforts with respect to a
Field, the Research Program for which has been terminated by JT pursuant to
Section 2.6.
14.
CONFIDENTIAL TREATMENT REQUESTED
5. Grant of Rights.
With respect to the Research Program for Indication #1 and, if
the applicable option under Section 6 is exercised by JT, the Research
Programs for Indication #2 and Indication #3, the following provisions shall
apply:
5.1 Research Databases, GENE EXPRESS-TM- and Software. Gene
Logic hereby grants to JT an exclusive, worldwide right to use the Research
Databases, together with a nonexclusive, worldwide right to use GENE
EXPRESS-TM- and a nonexclusive, worldwide right to use and perform the Gene
Logic Software, in each case solely for research purposes in the Field to
identify Gene Targets during the Program Term and for an additional 90 days
thereafter (such 90-day period shall be referred to as the "Research Database
Access Term"). JT will have no right to assign such rights to Third Parties
and shall not provide the Research Databases, the Gene Logic Software or any
Gene Logic Technology with respect thereto, to any Third Party (other than
consultants to whom disclosure is permitted under Section 9.3) without prior
written consent of Gene Logic. JT may elect to extend the term of the
foregoing exclusive right to the Research Databases and the foregoing
nonexclusive rights to GENE EXPRESS-TM- and the Gene Logic Software (the
"Research Database Extension Option") for an additional one year period
following the end of the Research Database Access Term (the "Extended Term")
by providing written notice of such election to Gene Logic at least 90 days
prior to the date upon which such rights would otherwise expire and by paying
an extension fee to Gene Logic equal to [***] at the time such notice is
provided.
5.2 Samples. In the event that JT provides Samples to Gene
Logic, JT grants to Gene Logic the right to use and analyze the Samples
provided by JT and the data and progeny derived therefrom on a nonexclusive,
perpetual, fully-paid, worldwide basis.
5.3 Gene Targets. Subject to the terms and conditions of
this Agreement, Gene Logic hereby grants and agrees to grant to JT the right
to use within the Field each Gene Target for which JT has paid the fee
described in Section 7.3 on an exclusive, worldwide basis to develop, make,
have made, use, import, offer for sale, and sell Products for any purpose.
5.4 Diligence.
(a) Gene Logic shall use commercially reasonable and
diligent efforts, consistent with the Research Program, to perform analysis
of the Samples utilizing the Gene Logic Technology. For purposes of this
Agreement, "commercially reasonable and diligent efforts" will mean, unless
the parties agree otherwise, those efforts consistent with the exercise of
prudent scientific and business judgment, as applied to other research
15.
CONFIDENTIAL TREATMENT REQUESTED
efforts and to products of similar scientific and commercial potential within
such party's relevant research programs and product lines.
(b) JT shall use commercially reasonable and diligent
efforts to conduct active, ongoing research activities utilizing the Research
Databases.
(c) Without limiting the foregoing, JT (or its
Affiliates or sublicensees) shall use commercially reasonable and diligent
efforts to evaluate Gene Targets, to pursue lead compounds identified through
the use of the Gene Logic Assays and to develop and commercialize Products.
JT (or its Affiliates or sublicensees) shall be deemed to have used
commercially reasonable and diligent efforts with regard to a particular Gene
Target if it is actively engaged in at least one of the following activities:
(i) [***]; (ii) [***]; or (iii) [***]. JT (or its Affiliates or
sublicensees) shall be deemed to have used commercially reasonable and
diligent efforts with regard to lead compound(s) identified through the use
of a Gene Logic Assay if it is [***]. Gene Logic may provide [***] written
notice to JT if in its opinion, JT (or its Affiliates or sublicensees) is not
using commercially reasonable and diligent efforts with regard to a Gene
Target, lead compound or Product, whereupon the parties agree to hold a
meeting, attended by individuals with decision-making authority, to attempt
in good faith to negotiate a resolution of the dispute. If, within [***]
after such meeting, the parties have not succeeded in negotiating a
resolution of the dispute, then such dispute shall be submitted for
resolution through arbitration, according to the terms set forth in Section
12.
(d) In addition, in the event that JT elects not to
pursue exploitation of any Gene Target or development or commercialization of
any Product subject to this Agreement for any reason, JT shall promptly
notify Gene Logic thereof, and, upon such notice, (i) the exclusive right
granted pursuant to Section 5.3 with respect to such Gene Target on a
worldwide basis will be terminated, and (ii) JT shall automatically grant to
Gene Logic an exclusive, perpetual, fully-paid worldwide license under its
applicable Patent Rights, Inventions and other intellectual property to any
and all rights it may have in such Gene Target or such Product in the Field.
In the event JT automatically grants the license described in this Section
5.4(d), the parties shall negotiate a commercially reasonable royalty rate to
be paid by Gene Logic based upon the value of JT's Patent Rights covering
such Gene Target or such Product.
5.5 Diligence Reports. JT hereby agrees to keep Gene Logic
informed on a reasonable basis of its efforts to select Gene Targets and to
develop Products, and to provide written reports to Gene Logic on a
semi-annual basis (the "Diligence Reports").
16.
CONFIDENTIAL TREATMENT REQUESTED
The Diligence Reports shall provide, as applicable, the following
information: (i) a listing of the Gene Products which JT has identified as
prospects for Further Development, (ii) JT's progress toward selection of
particular Gene Products for Further Development, (iii) JT's plans for
Further Development with regard to selected Gene Targets, (iv) JT's progress
in screening, pre-clinical or clinical development for Gene Targets, and (v)
JT's progress in lead optimization and pre-clinical or clinical development
of lead compounds identified through the use of Gene Logic Assays, if
applicable.
6. Collaboration Expansion Options.
6.1 Expansion Options. For the first two years following the
Agreement Date, JT shall have options to expand the Collaboration to include
the areas of Indication #2 (as such term is defined on Exhibit A attached
hereto) (the "Indication #2 Option") and Indication #3 (as such term is
defined on Exhibit A attached hereto) (the "Indication #3 Option") upon the
terms and conditions contained in this Agreement. If the Research Program
with respect to Indication #1 is terminated by JT pursuant to Section 2.6
prior to the exercise or expiration of either Indication #2 Option or
Indication #3 Option, JT shall inform Gene Logic in writing prior to the
expiration of the applicable six-month notice period of whether or not JT
will be exercising either or both of such options prior to its expiration and
if so, when it will exercise such option. In the event that JT does not
exercise the Indication #2 Option or the Indication #3 Option prior to the
expiration of the two-year period following the Agreement Date or their
earlier termination as provided in this Section 6.1, then Gene Logic shall
thereafter be free to grant rights to a Third Party in the areas of
Indication #2 or Indication #3, as applicable.
6.2 Equity Funding Commitment. In consideration for the
Indication #2 Option and the Indication #3 Option, Gene Logic shall have the
right to require JT to purchase $3,000,000 of Gene Logic's Common Stock in a
private placement to close concurrently with Gene Logic's initial public
offering of Common Stock at the price per share in the initial public
offering provided that such initial public offering shall have closed within
two years from the Agreement Date.
7. Payments and Royalties.
With respect to the Research Program for Indication #1 and, if
the applicable option under Section 6 is exercised by JT, the Research
Programs for Indication #2 and Indication #3, the following provisions shall
apply:
7.1 Research Reimbursement Payments to Gene Logic. The
following payments will be made to Gene Logic to defray research costs
associated with creating the Research Databases and analyzing Samples
pursuant to the Research Plan:
17.
(a) JT shall pay Gene Logic [***] within 15 days of
the Effective Date for the first year of the Program Term.
(b) JT shall pay Gene Logic [***] in advance for
each subsequent year of the Program Term payable on each anniversary of the
Effective Date. Gene Logic shall issue signed invoices in advance for each
payment due hereunder.
7.2 Research Support.
(a) During the Program Term, JT shall provide Gene Logic
with financial support for the Research Program for Gene Logic's Scientific
FTEs (as documented to the reasonable satisfaction of JT) at a rate of
[***] per Scientific FTE. The FTE payment rate payable pursuant to this
Section 7.2(a) shall be adjusted annually in proportion to the percentage
increase or decrease in the U.S. Consumer Price Index, unless otherwise
agreed upon by the parties in writing. The number of Scientific FTEs for
each year of the Program Term will be set forth in the applicable Research
Plan; provided that such number shall be not less than [***] Scientific FTEs
in any one year period.
(b) Research funding payments shall be made in advance
in four quarterly payments during each year of the Program Term (i.e., on or
before April 1, July 1, October 1 and January 1 of each year for use in the
next quarter). An initial payment will be made within 15 days of the
Effective Date, pro-rated to cover the remainder of such calendar quarter.
The last payment for the Research Program shall be pro-rated to the end of
the Program Term.
(c) If the Research Program is terminated by JT pursuant
to Section 2.6, JT shall continue to provide Gene Logic with financial
support for the terminated Research Program for the number of Scientific FTEs
provided in the then applicable Research Plan as otherwise provided in this
Section 7.2 until the effective date of the termination following the notice
period as provided in Section 2.6; provided, however, that unless JT has
exercised its option to commence another Research Program in addition to the
Research Program to be terminated, such financial support shall be at [***] of
the rate otherwise provided in this Section 7.2 and such support shall be
discontinued at the earlier of (i) the Effective Date of another Research
Program in addition to the terminated Research Program or (ii) the effective
date of the termination of the Research Program following the notice period
as provided in Section 2.6.
(d) Gene Logic shall issue signed invoices in advance
for each payment due hereunder.
18.
CONFIDENTIAL TREATMENT REQUESTED
7.3 Gene Target Fees. JT shall pay [***] to Gene Logic
for each Gene Target which JT selects for Further Development pursuant to
Section 2.7. The [***] payment shall be made to Gene Logic prior to
commencement of Further Development using such Gene Target. Gene Logic shall
issue signed invoices in advance for each payment due hereunder.
7.4 Royalties Payable by JT.
(a) JT will pay Gene Logic royalties at the following
rates on Net Sales of each Product:
(i) JT shall pay Gene Logic a [***] royalty on
Net Sales of each Therapeutic Product (other than any Therapeutic Product
which is discovered or whose utility is discovered through the use of a Gene
Logic Assay). JT shall pay Gene Logic a [***] royalty on Net Sales of each
Therapeutic Product which is discovered or whose utility is discovered
through the use of a Gene Logic Assay.
(ii) JT shall pay Gene Logic a [***] royalty on
Net Sales of each Protein Product.
(b) Royalties shall be payable on all Net Sales of any
Product for the period of time commencing on the date such Product is first
sold commercially in any country and ending, on a country-by-country basis,
upon the later of (i) ten years from the date of such first commercial sale
of such Product in such country, or (ii) the expiration of the last to expire
of any Patent Rights covering such Product in such country. JT shall remain
responsible for all royalty payments payable to Gene Logic pursuant to this
Section 7 whether JT or its Affiliates or sublicensees generate Net Sales.
7.5 Currency of Payment. All payments to be made under this
Agreement shall be made in United States dollars in the United States to a
bank account designated by Gene Logic. All amounts payable by JT to Gene
Logic pursuant to this Section 7 shall be non-refundable and non-creditable
against any other payments due under this Agreement. Royalties shall be
determined in the currency of the country in which they are earned and then
converted to its equivalent in United States currency. The buying rates
involved for the currency of the United States into which the currencies
involved are being exchanged shall be the one quoted by The Wall Street
Journal (or, if not available, by Citibank (or its successor in interest) in
New York, New York) at the close of business on the last business day of the
quarterly period in which the royalties were earned to determine any such
conversion.
7.6 Payment and Reporting. The royalties due under Section
7.4 shall be paid quarterly, within two months after the close of each
calendar quarter, or earlier if practicable (i.e., on or before the last day
of each of the months of May, August,
19.
CONFIDENTIAL TREATMENT REQUESTED
November and February), immediately following each quarterly period in which
such royalties are earned. All amounts payable to Gene Logic pursuant to
this Agreement shall be made by wire transfer pursuant to the instructions
set forth on Schedule 7.6. With each quarterly payment, the payor shall
furnish the payee a royalty statement (the "Royalty Statement") setting forth
on a country-by-country basis the total number of units of each
royalty-bearing Product sold hereunder for the quarterly period for which the
royalties are due, gross invoices for such Products, the deductions applied
in arriving at Net Sales, and supporting data sufficient to confirm the
accuracy of such calculations.
7.7 Records and Audits. JT shall keep complete and accurate
records pertaining to the development and sale or other disposition of
Products in sufficient detail to permit Gene Logic to confirm the accuracy of
all payments due hereunder for a period consistent with JT's policies in
effect from time to time but in any event not less than five years from the
date of sale of such Product. Gene Logic shall have the right to cause an
independent, certified public accountant reasonably acceptable to JT to audit
such records to confirm Net Sales and royalty and other payments for the
preceding year. Such audits may be exercised during normal business hours
once a year upon at least 30 working days' prior written notice to JT. Gene
Logic shall bear the full cost of such audit unless such audit discloses a
variance of more than 5% from the amount of the Net Sales or royalties or
other payments due under this Agreement. In such case, JT shall bear the full
cost of such audit and Gene Logic shall have the right to audit all prior
years not previously audited to the extent that JT keeps such records
pursuant to this Section 7.7.
8. Milestones for Therapeutic Products and Protein Products.
8.1 Milestones.
(a) JT shall pay Gene Logic the following amounts with
respect to each Therapeutic Product (other than any Therapeutic Product which
is discovered or whose utility is discovered through the use of a Gene Logic
Assay, which shall be subject to Section 8.1(b)) and each Protein Product
with respect to which each stated milestone is achieved, within 30 days
following the achievement of such milestone:
(i) [***] (subject to the limitations [***]
set forth below)
(ii) [***] [***]
(iii) [***] [***]
(iv) [***] [***]
20.
CONFIDENTIAL TREATMENT REQUESTED
(v) [***] [***]
With regard to amounts payable pursuant to Section 8.1(a)(i), JT will not be
obligated to pay Gene Logic additional [***] milestone payments for
subsequent [***] (A) for molecules directed at the same Gene Target or (B) in
additional countries or jurisdictions following the [***] of the [***] with
respect to such Product.
(b) JT shall pay Gene Logic the following amounts with
respect to each Therapeutic Product which is discovered or whose utility is
discovered through the use of a Gene Logic Assay with respect to which each
stated milestone is achieved, within 30 days following the achievement of
such milestone:
(i) [***] [***]
(ii) [***] [***]
(iii) [***] [***]
(iv) [***] [***]
(v) [***] [***]
(vi) [***] [***]
With regard to amounts payable pursuant to Section 8.1(b)(ii), JT will not be
obligated to pay Gene Logic additional [***] milestone payments for
subsequent [***] (A) for molecules identified using the same Gene Logic Assay
or (B) in additional countries or jurisdictions following the [***] of the
[***] with respect to such Therapeutic Product.
8.2 Milestone Payments. Milestone payments made under this
Section 8 shall be non-refundable and non-creditable against any other
payments due under this Agreement. Milestone payments made under this
Section 8 shall fund in substantial part the research costs associated with
this Agreement.
8.3 Taxes. All income taxes and taxes in lieu of income
taxes levied on account of the payments made by JT to Gene Logic under this
Agreement (including without limitation milestone and royalty payments) shall
be paid by Gene Logic for its own account. If provision is made in law or
regulation for withholding, such tax shall be deducted from the payments made
by JT to the proper taxing authority and a receipt of payment of the tax
secured and promptly delivered to Gene Logic. Each party agrees to
21.
CONFIDENTIAL TREATMENT REQUESTED
assist the other party in claiming exemption from or credit for such
deductions or withholdings under any double taxation or similar agreement or
treaty from time to time in force.
9. Confidentiality and Security.
9.1 Security of Research Databases and Gene Logic
Software. The parties agree that the following additional terms and
conditions apply to the information and data contained in or derived from the
Research Databases that are disclosed and Gene Logic Software that is
provided under the provisions of this Agreement:
(a) JT may use the Research Databases and Gene Logic
Software only for its own internal use in secure work facilities by
authorized personnel and shall not make any copies of any Research Database
or the Gene Logic Software.
(b) JT will be provided with access to the Research
Databases and the Gene Logic Software only through a secure, encrypted link
to Gene Logic's computer system.
(c) JT will promptly notify Gene Logic of any (i) loss,
theft or unauthorized disclosure of information or data derived from a
Research Database or the Gene Logic Software or (ii) unauthorized access to a
Research Database or the Gene Logic Software.
(d) Upon termination of the Research Program as provided
in Section 2.6, JT shall immediately discontinue use of the Research
Databases and the Gene Logic Software and of any information or data derived
from a Research Database (except for Gene Targets that are the subject of
exclusive rights as set forth in Section 5.3), and JT shall (i) cooperate
with Gene Logic to terminate the encrypted link to Gene Logic's computer
system and (ii) promptly deliver to Gene Logic copies of any information and
data derived from a Research Database or the Gene Logic Software.
9.2 Confidentiality.
(a) Except as specifically permitted hereunder, each
party hereby agrees to hold in confidence and not use on behalf of itself or
others all technology, data, samples, technical information,
commercialization, clinical and research strategies, know-how and trade
secrets provided by the other party (the "Disclosing Party") during the
Agreement Term and all data, results and information developed pursuant to
the Collaboration and solely owned by the Disclosing Party or jointly owned
by the parties (collectively the "Confidential Information"), except that the
term "Confidential Information" shall not include:
22.
(i) information that is or becomes part of the
public domain through no fault of the non-Disclosing Party or its Affiliates;
(ii) information that is obtained after the date
hereof by the non-Disclosing Party or one of its Affiliates from any Third
Party which is lawfully in possession of such Confidential Information and
not in violation of any contractual or legal obligation to the Disclosing
Party with respect to such Confidential Information;
(iii) information that is known to the
non-Disclosing Party or one or more of its Affiliates prior to disclosure by
the Disclosing Party, as evidenced by the non-Disclosing Party's written
records; and
(iv) information that is required to be disclosed to
any governmental authorities or pursuant to any regulatory filings, but only
to the limited extent of such legally required disclosure.
(b) The obligations of this Section 9.2 shall survive
the expiration or termination of this Agreement.
9.3 Permitted Disclosures. Confidential Information may be
disclosed to employees, agents, consultants or sublicensees of the
non-Disclosing Party or its Affiliates, but only to the extent required to
accomplish the purposes of this Agreement and only if the non-Disclosing
Party obtains prior agreement from its employees, agents, consultants and
sublicensees to whom disclosure is to be made to hold in confidence and not
make use of such information for any purpose other than those permitted by
this Agreement. Each party will use at least the same standard of care as it
uses to protect proprietary or confidential information of its own to ensure
that such employees, agents, consultants or sublicensees do not disclose or
make any unauthorized use of the Confidential Information. Notwithstanding
any other provision of this Agreement, each party may disclose the terms of
this Agreement to lenders, investment bankers and other financial
institutions of its choice solely for purposes of financing the business
operations of such party either (i) upon the written consent of the other
party or (ii) if the disclosing party obtains a signed confidentiality
agreement with such financial institution with respect to such information,
upon terms substantially similar to those contained in this Section 9.
9.4 Publication. The parties shall cooperate in appropriate
publication of the results of research and development work performed
pursuant to the Research Programs, but subject to the predominating interest
to obtain patent protection for any patentable subject matter. To this end,
prior to any public disclosure of such results, the party proposing
disclosure shall send the other party a copy of the information to be
disclosed, and shall allow the other party 30 days from the date of receipt
in which to determine
23.
whether the information to be disclosed contains subject matter for which
patent protection should be sought prior to disclosure, or otherwise contains
Confidential Information of the reviewing party. The party proposing
disclosure shall be free to proceed with the disclosure unless prior to the
expiration of such 30-day period the non-disclosing party notifies the other
party that the disclosure contains subject matter for which patent protection
should be sought or Confidential Information of the non-disclosing party, and
the party proposing publication shall then delay public disclosure of the
information for an additional period to be mutually agreed upon to permit the
preparation and filing of a patent application on the subject matter to be
disclosed or for the parties to determine a mutually acceptable modification
to such publication to protect the Confidential Information of the
non-disclosing party adequately. The party proposing disclosure shall
thereafter be free to publish or disclose the information. The determination
of authorship for any paper shall be in accordance with accepted scientific
practice.
10. Representations And Warranties.
10.1 Legal Authority. Each party represents and warrants to
the other that it has the legal power, authority and right to enter into this
Agreement and to perform its respective obligations set forth herein.
10.2 Valid Rights and Licenses. Each party represents and
warrants that it has authority to grant the rights and licenses set forth in
this Agreement. Gene Logic further represents and warrants to JT that as of
the Agreement Date Gene Logic has not received notice of and there are no
claims pending or, to the best of its knowledge, threatened that Gene Logic's
current Patent Rights covering the Flow-Thru Gene Chip Technology and the
Gene Logic Technology infringe, violate or conflict with the patent rights of
any Third Party or that such Patent Rights are invalid or unenforceable.
10.3 No Conflicts. Each party represents and warrants that as
of the Agreement Date it is not a party to any agreement or arrangement with
any Third Party or under any obligation or restriction, including pursuant to
its Certificate of Incorporation or By-Laws or other charter documents, which
in any way limits or conflicts with its ability to fulfill any of its
obligations under this Agreement.
10.4 Disclaimer. Except as expressly set forth in this
Agreement, EACH PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT
THE USE OF THE INFORMATION, MATERIALS, SOFTWARE AND OTHER TECHNOLOGY PROVIDED
HEREUNDER WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK,
24.
OR OTHER RIGHTS OF ANY THIRD PARTY. NEITHER PARTY MAKES ANY WARRANTY OF ANY
KIND AS TO THE PATENTABILITY OF ANY DISCOVERY MADE OR TECHNOLOGY DEVELOPED
UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS AGREEMENT PROVIDES
FOR AN INNOVATIVE PROGRAM UTILIZING NEW TECHNOLOGIES AND THAT NO WARRANTY IS
MADE AS TO THE UTILITY OF ANY INFORMATION, MATERIALS, SOFTWARE OR OTHER
TECHNOLOGY PROVIDED HEREUNDER.
11. Term; termination.
11.1 Term. The term of this Agreement shall commence upon the
Agreement Date and shall expire upon the expiration of all royalty
obligations set forth in Section 7.
11.2 Termination for Breach.
(a) Breach by Gene Logic. If Gene Logic breaches a
material term of this Agreement at any time, and has not cured such breach
within 60 days after written notice thereof from JT, then JT shall have the
right to terminate this Agreement effective upon written notice thereof,
whereupon all rights and obligations of the parties under this Agreement
shall terminate, including JT's commitment to purchase shares of Gene Logic
Common Stock pursuant to Section 6.2 (if such commitment has not already been
satisfied at the time of termination), except as set forth in Section 13.11
and subject to the following: (i) the rights granted to JT under Section 5
shall remain in full force and effect for so long as JT is not in breach of
its obligations to Gene Logic under this Agreement, and (ii) Gene Logic shall
return to JT (A) all Confidential Information of JT and (B) all unprocessed
Samples supplied by JT, including the physical progeny of Samples supplied by
JT, and a copy of data derived from the Samples supplied by JT to the extent
practicable; provided that the rights granted to Gene Logic under Section 5.2
shall remain in full force and effect with respect to data derived from the
Samples supplied by JT which are not practicably separable.
(b) Breach by JT. If JT breaches a material term of
this Agreement at any time, and has not cured such breach within 60 days (or
within 15 days in the event of a material breach by JT of its obligations to
make any payments due) after written notice thereof from Gene Logic, then
Gene Logic shall have the right to terminate this Agreement effective upon
written notice thereof, whereupon all rights and obligations of the parties
under this Agreement shall terminate except as set forth in Section 13.11 and
subject to the following: (i) the rights granted to Gene Logic under Section
5.2 shall remain in full force and effect, (ii) the rights granted to JT
pursuant to Section 5.1 (including all options to extend such rights) and
Section 5.3 shall terminate, (iii) the Indication #3 Option and the
Indication #2 Option granted pursuant to Section 6 shall terminate, and (iv)
JT shall return to Gene Logic all Confidential Information of Gene
25.
Logic. In the event of an uncured material breach by JT of its obligations
to pay any royalties due and owing with respect to a Product pursuant to
Section 7, if Gene Logic terminates the rights it has granted to JT pursuant
to Section 5 in respect of such Product, at Gene Logic's request, JT shall
grant to Gene Logic an exclusive (even as to JT) worldwide license (with the
right to sublicense) to such Product, to the extent necessary to make, use or
sell such Product subject to payment of a royalty, which shall be mutually
agreed upon by the parties but shall in no event exceed [***], to JT on Net
Sales of such Product, and shall further assign to Gene Logic all Regulatory
Approvals (to the extent permitted by law) in such countries; provided that,
if a dispute arises between the parties relating to the grounds for
termination and/or the applicable royalty rate under this Section 11.2(b) and
such dispute is submitted for resolution through arbitration according to the
terms set forth in Section 12, this sentence shall not apply.
(c) Dispute Relating to Grounds for Termination. If a
dispute arises between the parties relating to the grounds for the
termination under this Section 11.2, the parties agree to hold a meeting,
attended by individuals with decision-making authority, to attempt in good
faith to negotiate a resolution of the dispute. If, within 60 days after
such meeting the parties have not succeeded in negotiating a resolution of
the dispute, then such dispute shall be submitted for resolution through
arbitration, according to the terms set forth in Section 12.
11.3 Effect of Bankruptcy. If, during the Research Term,
either party files a voluntary petition in bankruptcy, is adjudicated a
bankrupt, makes a general assignment for the benefit of creditors, admits in
writing that it is insolvent or fails to discharge within 15 days an
involuntary petition in bankruptcy filed against it, then the Research Term
and the entirety of this Agreement may be immediately terminated by the other
party. In addition, in the event that Gene Logic files a voluntary petition
in bankruptcy, is adjudicated a bankrupt, makes a general assignment for the
benefit of creditors, admits in writing that it is insolvent or fails to
discharge within 15 days an involuntary petition in bankruptcy filed against
it, then the parties hereby acknowledge and agree that JT will have right of
access to the Research Databases, GENE EXPRESS-TM- and the Gene Logic
Software consistent with the terms of this Agreement for purposes of 11
U.S.C. Section 365(n).
11.4 Remedies. In the event of any breach of any provision of
this Agreement, in addition to the termination rights set forth herein, each
party shall have all other rights and remedies at law or equity to enforce
this Agreement.
12. Arbitration.
12.1 Arbitration. Any controversy arising under or related to
this Agreement, and any disputed claim by either party against the other
under this Agreement, excluding
26.
CONFIDENTIAL TREATMENT REQUESTED
any dispute relating to patent validity or infringement arising under this
Agreement, shall be settled by arbitration in accordance with the then
existing arbitration rules of the International Chamber of Commerce.
12.2 Procedure. Upon request by either party, arbitration
will be by a Third Party arbitrator mutually agreed upon in writing by Gene
Logic and JT within 30 days of such arbitration request. In any such
arbitration, Gene Logic and JT shall select an arbitrator with relevant
experience in the biopharmaceutical industry. The parties shall be entitled
to all discovery in like manner as determined by the arbitrator. Any
arbitration shall be held in Geneva, Switzerland unless the parties hereto
mutually agree in writing to another place. Judgment upon the award rendered
by the arbitrator shall be final and nonappealable and may be entered in any
court having jurisdiction thereof.
13. General Provisions.
13.1 Mutual Indemnification. Each party agrees to defend,
indemnify and hold harmless the other party and its Affiliates, employees,
agents, officers, directors and permitted from and against any judgments,
settlements, damages, awards, costs (including attorneys' fees and costs) and
other expenses arising out of any claims, actions or other proceedings by a
Third Party (collectively a "Claim") arising out of or resulting from the
development, manufacture, use, promotion, marketing, handling, storage or
sale of any Product, except to the extent that such Claim arises out of or
results from the negligence or misconduct of the party claiming a right of
indemnification under this Section 13.1. In the event either party seeks
indemnification under this Section 13.1, it shall inform the other party of a
Claim as soon as reasonably practicable after it receives notice of the
Claim, shall permit the other party to assume direction and control of the
defense of the Claim (including the right to settle the Claim solely for
monetary consideration), and shall cooperate as requested (at the expense of
the other party) in the defense of the Claim. The obligations set forth in
this Section shall survive the expiration or termination of this Agreement.
13.2 Assignment. This Agreement shall not be assignable by
either party without the prior written consent of the other party, such
consent not to be unreasonably withheld or delayed, except a party may make
such an assignment without the other party's consent to Affiliates or to a
successor to substantially all of the pharmaceutical business of such party,
whether in merger, sale of stock, sale of assets or other transaction;
provided, however, that in the event of such transaction, no intellectual
property rights of any Affiliate or Third Party that is an acquiring party
shall be included in the technology licensed hereunder. This Agreement shall
be binding upon and inure to the benefit of the parties' successors, legal
representatives and assigns.
27.
13.3 Non-Waiver. The waiver by either of the parties of any
breach of any provision hereof by the other party shall not be construed to
be a waiver of any succeeding breach of such provision or a waiver of the
provision itself.
13.4 Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware other than
those provisions governing conflicts of law.
13.5 Partial Invalidity. If and to the extent that any court
or tribunal of competent jurisdiction holds any of the terms or provisions of
this Agreement, or the application thereof to any circumstances, to be
invalid or unenforceable in a final nonappealable order, the parties shall
use their best efforts to reform the portions of this Agreement declared
invalid to realize the intent of the parties as fully as practicable, and the
remainder of this Agreement and the application of such invalid term or
provision to circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each of the remaining terms
and provisions of this Agreement shall remain valid and enforceable to the
fullest extent of the law.
13.6 Notice. Any notice to be given to a party under or in
connection with this Agreement shall be in writing and shall be (i)
personally delivered, (ii) delivered by a nationally recognized overnight
courier, (iii) delivered by certified mail, postage prepaid, return receipt
requested or (iv) delivered via facsimile, with receipt confirmed, to the
party at the address set forth below for such party:
To JT: To Gene Logic:
JT Building 2-1, Toranomon 2-chome 00000 Xxx Xxxxxxxx Xxxx
Minato-ku, Tokyo 000 Xxxxx Xxxxxxxx, Xxxxxxxx 00000
Attn: Vice President Pharmaceutical Attn: President
Business Development
Phone: x00-0-0000-0000 Phone: x0-000-000-0000
Fax: x00-0-0000-0000 Fax: x0-000-000-0000
with a copy to: with a copy to:
Isomi Suzuki, Esq. Xxxxxxxxx X. Xxxx, Esq.
Koga & Partners Xxxxxx Godward LLP
22-1-401, Toranomon 3-chome 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx-xx, Xxxxx 000 Xxxxx Xxx Xxxxx, XX 00000
Phone: x00-0-0000-0000 Phone: x0-000-000-0000
Fax: x00-0-0000-0000 Fax: x0-000-000-0000
28.
or to such other address as to which the party has given written notice
thereof. Such notices shall be deemed given upon receipt.
13.7 Headings. The headings appearing herein have been
inserted solely for the convenience of the parties hereto and shall not
affect the construction, meaning or interpretation of this Agreement or any
of its terms and conditions.
13.8 Retained Rights. Gene Logic retains all rights to
Biological Therapeutic Products and Diagnostic Products pursuant to Section
4.4(b) or otherwise. Upon the termination of the rights to use a Research
Database, GENE EXPRESS-TM- and Gene Logic Software pursuant to Section 5.1
(including any extension thereof), all rights to all Gene Products and
related information, excluding any Gene Target being pursued in Further
Development by JT, will revert to Gene Logic. JT retains all rights to
Therapeutic Products and Protein Products pursuant to Section 4.4(a) or
otherwise.
13.9 No Implied Licenses or Warranties. No right or license
under any patent application, issued patent, know-how or other proprietary
information is granted or shall be granted by implication. All such rights
or licenses are or shall be granted only as expressly provided in the terms
of this Agreement. Neither party warrants that (i) the Research Program shall
achieve any of the research objectives contemplated by them or (ii) any
clinical or other studies will be successful.
13.10 Force Majeure. No failure or omission by the
parties hereto in the performance of any obligation of this Agreement shall
be deemed a breach of this Agreement nor shall it create any liability if the
same shall arise from any cause or causes beyond the reasonable control of
the affected party, including, but not limited to, the following, which for
purposes of this Agreement shall be regarded as beyond the control of the
party in question: acts of nature; acts or omissions of any government; any
rules, regulations, or orders issued by any governmental authority or by any
officer, department, agency or instrumentality thereof; fire; storm; flood;
earthquake; accident; war; rebellion; insurrection; riot; invasion; strikes;
and labor lockouts; provided that the party so affected shall use its best
efforts to avoid or remove such causes of nonperformance and shall continue
performance hereunder with the utmost dispatch whenever such causes are
removed.
13.11 Survival. Sections 4.1, 4.2, 4.3, 9.2, 10, 11.2
(including the provisions therein that are contemplated to continue following
termination) 12, 13.1, 13.4 and 13.11 shall survive the termination or
expiration of this Agreement.
13.12 Entire Agreement. This Agreement, including the
exhibits and schedules hereto, together with the Share Purchase Agreement of
even date herewith and the exhibits thereto, constitutes the entire
understanding between the parties with respect to
29.
the subject matter contained herein and supersedes any and all prior
agreements, understandings and arrangements whether oral or written between
the parties relating to the subject matter hereof, except for the
Confidentiality Agreement dated April 23, 1997.
13.13 Amendments. No amendment, change, modification or
alteration of the terms and conditions of this Agreement shall be binding
upon either party unless in writing and signed by the party to be charged.
13.14 Independent Contractors. It is understood that both
parties hereto are independent contractors and are engaged in the operation
of their own respective businesses, and neither party hereto is to be
considered the agent or partner of the other party for any purpose
whatsoever. Neither party has any authority to enter into any contracts or
assume any obligations for the other party or make any warranties or
representations on behalf of the other party.
13.15 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
30.
In Witness Whereof, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date
first above written.
Gene Logic Inc. Japan Tobacco Inc.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Masakazu Kakei
_______________________________ __________________________________
Xxxxxxx X. Xxxxxxx, M.D., Ph.D. Masakazu Kakei
President and Chief Executive Officer Executive Director, Pharmaceutical
Business
Signature Page to Collaboration Agreement
31.
Exhibit A
Definitions of Indications
The following capitalized terms shall have the meanings indicated for
purposes of this Agreement:
"Indication #1" shall mean [***].
"Indication #2" shall mean [***].
"Indication #3" shall mean [***].
CONFIDENTIAL TREATMENT REQUESTED
Schedule 1.16
Flow-Thru Gene Chip Technology Patent Rights
[***]
CONFIDENTIAL TREATMENT REQUESTED
Schedule 1.18
Gene Logic Technology Patent Rights
READS-TM-
[***]
MuST-TM-
[***]
CONFIDENTIAL TREATMENT REQUESTED
Schedule 2.1
Indication #1 Research Plan Timeline
and
Staff Allocation Plan
[***]
CONFIDENTIAL TREATMENT REQUESTED
Schedule 3.1
RMC Representatives
JT:
Xxxxxxx Xxxxxx, Ph.D. Director, Pharmaceutical Frontier Research
Laboratories
Xxxxxxx Xxxxxxxxx, Ph.D. Deputy General Manager, Biological Research
Laboratories
Xxxxx Xxxxx Research Coordinator
Xxxxxxxx Xxxxx, Ph.D. Group Leader, Genomic, Pharmaceutical Frontier
Research Laboratories
or
Xxxxxxx Xxxxx, Ph.D. Group Leader, Model mouse, Pharmaceutical Frontier
Research Laboratories
Gene Logic:
Xxxxx X. Xxxxxxxx, Ph.D. Senior Vice President and Chief Scientific Officer
Xxxx X. Xxxxxxx, Ph.D. Vice President, Scientific Operations
Xxxxxx X. Xxxxxxx Vice President, Business Development and
Intellectual Property
Xxxx Xxxxxx Vice President, Genomic Research
Schedule 4.8
JT Agreements
[***]
CONFIDENTIAL TREATMENT REQUESTED
Schedule 7.6
Wire Transfer Payment Instructions
[***] [***]
[***] [***]
[***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
[***] [***]
CONFIDENTIAL TREATMENT REQUESTED
