EXHIBIT 10.20
THE CURATORS OF THE UNIVERSITY OF MISSOURI
This Contract by and between The Curators of the University of Missouri on
behalf of the University of Missouri-Columbia with its principal offices at 310
Xxxxx Xxxx, Office of Sponsored Program Administration, Xxxxxxxx, Xxxxxxxx 00000
(hereafter referred to as the University) and Collateral Therapeutics with its
principal offices at Xxx Xxxxx, Xxxxxxxxxx 00000, (hereafter referred to as
Sponsor), is made under the following terms:
ARTICLE 01. STATEMENT OF WORK
The University will undertake the sponsored research project entitled *** under
the direction of *** *** of the College of Veterinary Medicine, Veterinary
Biomedical Sciences Department, at the University of Missouri - Columbia
substantially in accordance with the proposed program and toward the goals set
forth in the research proposal dated *** (attached hereto as Attachment A and
made a part of this contract). Any change in the scope of work must be approved
in writing by both the University and Sponsor.
ARTICLE 02. PERIOD OF PERFORMANCE
This Contract shall be for the period beginning October 15, 1997 through July
15, 1998 unless otherwise amended or extended by mutual written agreement of
the parties.
ARTICLE 03. PROJECT COSTS/AWARD
It is agreed that the total project costs to the Sponsor for this Contract
shall not exceed Seventy-Six Thousand and Eighty-Three and 00/dollars
($76,083) unless changed by written amendment to this Contract. The
University's budget is set forth in Attachment A.
ARTICLE 04. INVOICE SUBMISSION AND PAYMENTS
Upon acceptance of this Contract by both parties, the University will invoice
Sponsor in accordance with the following schedule and for the stated amounts:
$ 45,650 Sixty percent (60%) of the award amount upon the start date of the
designated project or upon full execution of this Contract,
whichever is later.
*** ***
*** ***
Within *** of the end of the Contract period, the University will provide
Sponsor with a final statement of expenditures. Any balance of funds unexpended,
if applicable, at the conclusion of the Contract period must be returned to
Sponsor.
All invoices and the final statement of expenditures pertaining to this Contract
will be sent to:
Xxxxx Xxxxxx
Vice President, Administration
Collateral Therapeutics
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx. Xxxxxxxxxx 00000
Telephone: 619/000-0000/FAX:619/000-0000
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Confidential Treatment and filed separately with the Commission.
All payments for effort under this Contract will be made payable to The Curators
of the University of Missouri. Checks will be sent to:
Xx. Xxxxxxx Xxxxxxxx
Associate Director/Fiscal Affairs
Office of Sponsored Program Administration
University of Missouri - Columbia
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone: 314/000-0000/FAX: 314/000-0000
ARTICLE 05. TITLE TO EQUIPMENT
Title to all equipment, materials and supplies purchased under this Contract
shall vest in the University at the time of acquisition of the items.
ARTICLE 06. DELIVERABLES/REPORTS
The University shall provide such reports as required by Sponsor and a final
report due within *** after completion or termination of the Contract, whichever
occurs first.
ARTICLE 07. RECORDS
The University shall maintain such records and accounts necessary to assure a
proper accounting of all project funds. These records shall be available to
Sponsor or any of its authorized representatives during the period of this
Contract, and for three (3) years after completion or termination of the
project, whichever is later. In the event of audit or dispute, records will be
retained until resolution thereof.
ARTICLE 08. TERMINATION
This Contract may be terminated, with or without cause, by either party upon
written notice to the other thirty (30) days prior to the official date of
termination. Upon receipt of notice of termination, the University shall make
every effort to reduce or cancel outstanding commitments and shall incur no
additional expenses. Sponsor shall reimburse the University for outstanding
expenses incurred up to the date of termination, including uncancellable
obligations and reasonable termination costs, but in no event will such costs
exceed the total funds presently allocated to this Contract.
ARTICLE 09. PUBLICATION
The University reserves the right to publish the results of this research
project. At least ninety (90) days before publishing, the University shall
notify Sponsor of its intention to publish, and shall, upon request, submit the
manuscript to Sponsor for review and comment. Any comments shall be in writing
and shall be submitted to the University within ninety (90) days of receipt of
the manuscript by Sponsor. The comments shall be given due consideration by the
University.
ARTICLE 10. PATENTS AND COPYRIGHTS
It is expressly agreed that neither Sponsor nor the University transfers by
operation under this Contract to the other party any patent rights, copyrights,
or other proprietary rights either party owns as of the commencement date of
this Contract, except as specifically set forth herein.
The University retains all ownership to any patents, copyrights, processes,
inventions and other proprietary intellectual property of any nature developed
as a result of the research or investigation conducted under this Contract. The
University hereby grants Sponsor a six (6) month option from the date of notice
to Sponsor by University for an exclusive commercial license based on financial
terms and conditions to be negotiated.
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Confidential Treatment and filed separately with the Commission.
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ARTICLE 11. CONFIDENTIAL INFORMATION
During the term of this Contract and for a period of five (5) years thereafter,
the University and Sponsor shall use their best efforts to protect the
confidentiality of proprietary information provided it by the other party and
identified in writing as confidential and proprietary. This obligation of
confidentiality shall not apply to information which (a) is or becomes known
publicly through no fault of the other party; (b) is obtained or learned by the
receiving party from a third party entitled to disclose it; (c) is already known
to the receiving party at the time of disclosure, as shown by the receiving
party's prior written records; or (d) is developed by the receiving party
independent of any disclosure made hereunder. This obligation of confidentiality
does not apply when such disclosure of information is required by law.
ARTICLE 12. PUBLICITY/USE OF UNIVERSITY NAME
Sponsor will not use directly or by implication the name of the University or
the name of any member of the University's technical staff working on this
research project or any information or data relating to the research project for
any product promotion or commercial publicity or advertising purposes, nor in
any way the aims, policies, programs, products, or opinions of the Sponsor
without the prior written approval of the University.
ARTICLE 13. NOTICES
All notices required by this Contract shall be made in writing and sent prepaid
by certified mail. For purposes of this Contract, the addresses of the parties
are as follows:
University: (Technical) ***
College of Veterinary Medicine
Department of Veterinary Biomedical Sciences
University of Missouri - Columbia
X000 Xxxxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone: 573/000-0000
(Business) Xx. Xxxxx X. Xxxxx, Assistant Director
Office of Sponsored Program Administration
University of Missouri - Columbia
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone 314/000-0000 / FAX: 314/000-0000
Sponsor: Xxxxx Xxxxxx
Vice President, Administration
Collateral Therapeutics
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 619/000-0000/FAX: 619/000-0000
ARTICLE 14. RELATIONSHIP OF PARTIES
The relationship of the University to Sponsor shall be that of an independent
contractor and nothing contained in this Contract shall be construed to create
the appearance of an employer/employee relationship. The University shall have
no authority to represent itself as an agent of Sponsor or to bind Sponsor for
any obligation or expense not specifically stated in this Contract.
ARTICLE 15. ASSIGNMENT
This Contract shall not be assigned by either party without the prior written
approval of the other party.
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ARTICLE 16. CONTRACT MODIFICATION
Any agreement to change the terms of this Contract in any way shall be valid
only if the change is made in writing and approved by mutual agreement of the
authorized representatives of the parties hereto.
ARTICLE 17. INDEMNIFICATION
Sponsor shall indemnify, defend and hold harmless the University, its employees,
officers and agents from any and all liability, loss, damage and expenses
(including attorney fees) they may suffer as a result of claims, demands, costs
or judgments which may be made or instituted against them or any of them by
reason of personal injury (including death) to any person or damage to property
arising out of or connected with the performance of the activities to be carried
out under the statement of work provided. Any such liability, loss or damage
resulting from negligence or willful malfeasance by the University, its
employees, officers and agents is excluded from this agreement to indemnify,
defend and hold harmless.
ARTICLE 18. APPLICABLE LAW
This Contract shall be governed by the laws of the State of Missouri.
ARTICLE 19. USE OF PURCHASE ORDER
Sponsor hereby agrees that, should Sponsor use a purchase order to fund this
Contract. any terms and conditions contained in the purchase order shall be
considered deleted and not applicable for purposes of this Contract.
ARTICLE 20. ENTIRE CONTRACT
This Contract and attachments hereto contain the entire agreement between the
two parties. All modifications must be in writing and signed by the duly
authorized officials of both parties. No oral agreements or conversation with
any officer or employee of either party shall affect or modify any of the terms
and conditions of this Contract.
FOR THE CURATORS OF THE FOR Collateral Therapeutics
UNIVERSITY OF MISSOURI
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxxxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxx By: Xxxxxxxxxxx X. Xxxxxxxx
Title: Assistant Director Title: CFO/COO
Date: 10/13/97 Date: 10-22-97
Proposal No. 9810444-1
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ATTACHMENT A
STATEMENT OF WORK/BUDGET
***
***
Principal Investigator: ***
Department of Veterinary Biomedical Sciences
E 102 Vet Med Bld
University of Missouri
Xxxxxxxx, Xxxxxxxx X.X.X. 00000
Phone: (000) 000-0000
FAIR: (000) 000-0000
E-mail: *** xxxxxx.xxxxxxxx.xxx
PURPOSE:
***
***
***
RATIONALE:
***
***
***
EXPERIMENTAL DESIGN:
***
***
***
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Experimental Groups. ***
***
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*** Transfer. ***
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METHODS: ***
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REFERENCES:
***
***
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Budget:
***
***
Principal Investigator: ***
Department of Veterinary Biomedical Sciences
E 102 Vet Med Bld
University of Missouri
Xxxxxxxx, Xxxxxxxx X.X.X. 00000
Phone: (000) 000-0000
FAX: (000) 000-0000
E-mail: *** xxxxxx.xxxxxxxx.xxx
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Personnel:
Costs
Research Associate *** ***
Technician *** ***
Animal Exer/Caretaker *** ***
Fringe Benefits *** ***
Sub-total ***
Supplies:
*** ***
*** ***
*** ***
*** ***
*** ***
*** ***
Sub-total ***
Services:
*** *** ***
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*** ***
University of Missouri *** Cost: ***
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Total Costs $76,083
Contingency: If the experiment requires significant expansion to do more
animals beyond that described in the Experimental Design
(e.g., increased evaluation in Phase I to determine the
definitive experimental protocol for Phase II) the cost will
be determined, proportional to the above budget, and billed
per approval of *** .
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UNIVERSITY OF MISSOURI - COLUMBIA
FUNDING SOURCE FORM
RE: Agency: Collateral Therapeutics
Award Document:
Project Title: ***
Project Director: *** College of Beterinary Medicine,
Department of Veterinary Biomedical Sciences
University of Missouri-Columbia Proposal No. ***
Is the source of funds provided by this program services contract Federal
pass-through? |_| Yes |x| No If yes, please specifically identify the Federal
Agency by name and the CFDA#:
/s/Xxxxx Xxxxxx 10-21-97
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Signature Date
Please return to Xxxxx X. Xxxx, Grants and Contracts Administrator, Office of
Sponsored Program Administration, University of Missouri - Columbia, 000 Xxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000, or by facsimile to (000) 000-0000.
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Confidential Treatment and filed separately with the Commission.
[LETTERHEAD]
May 30, 1998
Xx. Xxxxx X. Xxxx
Grants and Contracts Administrator
Sponsored Program Administration
University of Missouri-Columbia
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxx:
Collateral Therapeutics would like to extend the period of performance
regarding the for the project entitled, *** ***
under the direction of *** . Please extend the period of performance to Dec.
31, 1998. Except for this change, all terms and conditions of the remain in full force and effect. Would you please inform
me if this extension is acceptable to The Curators of the University of
Missouri?
Sincerely,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Vice President, Administration
Accepted by THE CURATORS OF THE UNIVERSITY OF MISSOURI
ON BEHALF OF THE UNIVERSITY OF MISSOURI - COLUMBIA
/s/ Xxxxx X. Xxxxx 6/11/98
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Xxxxx X. Xxxxx
Interim Associate Director
Office of Sponsored Program Administration
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