EXHIBIT 10(c)
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RESEARCH SUPPORT AGREEMENT BETWEEN THE COMPANY AND OREGON STATE UNIVERSITY
RESEARCH SUPPORT AGREEMENT
This AGREEMENT (this "Agreement") is made as of the 31st day of
January, 1996 by and between SIGA PHARMACEUTICALS, INC. ("Sponsor"), a
corporation organized and existing under the laws of the State of Delaware,
having an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and
the STATE OF OREGON, Acting by and through the STATE BOARD OF HIGHER EDUCATION
on behalf of OREGON STATE UNIVERSITY, an institution of higher education in the
State of Oregon located at Corvallis, Oregon ("University").
I. Scope of Work
-------------
Sponsor grants to University and University accepts support for basic
research investigations under the direction of Xxxxxx Xxxxx, Ph.D. as
described in the attached Statement of Work (Attachment A) and Budget
(Attachment B).
II. Compensation
------------
In consideration of University's exerting its good faith efforts to carry
out the research described in Attachment A ("Research"), pursuant to the
budget described in Attachment B, Sponsor will pay University *****/1/
dollars. Sponsor will pay University one-quarter of the amount for the
first year upon the execution of this Agreement, and the remaining payments
will be made at three-month intervals in advance. Checks should be made
payable to "Oregon State University" and should identify the Sponsor and
the Principal Investigator and be sent to the address set forth for
University in Paragraph 16. University shall not be obligated to expend
funds (except with respect to general overhead and administration, which
expenses University shall bear), and Sponsor shall not be obligated to
reimburse University for funds in excess of those provided under this
Agreement to conduct the Research.
III. Period of Performance
---------------------
Unless sooner terminated under Paragraph 21, research under this Agreement
will be performed during the two-year period beginning on the date of this
Agreement. Sponsorship shall continue at the same level as set forth in
Paragraph 2 for a third and subsequent years thereafter unless Sponsor
gives the University a minimum of six (6) months notice that it does not
wish to fund research for such third and subsequent years.
IV. Technical Representatives
-------------------------
Sponsor's Technical Representative shall be Xxxxxx X. Xxxxxx, Ph.D., or
other such representative as Sponsor may subsequently designate in writing.
University's Principal Investigator shall be Xxxxxx Xxxxx, Ph.D., who shall
be responsible for the direction and conduct of the Research.
V. Consultation with Sponsor's Representatives
-------------------------------------------
During the period of this Agreement, Sponsor's Technical Representative and
other representatives will have reasonable access to visit and consult
informally with University's Principal Investigator regarding the Research
both personally and by telephone. Access to work carried on in University
laboratories in the course of the Research shall be entirely under the
control of University personnel; Sponsor's representatives shall be
permitted to visit such laboratories only during usual hours of operation
as is mutually agreeable.
_____________
1 Confidential information is omitted and identified by a ***** and filed
separately with the SEC pursuant to a request for Confidential
Treatment.
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VI. Technical Reports
-----------------
The Principal Investigator shall make quarterly oral reports and a
detailed, written annual report regarding the Research to Sponsor's
Technical Representative. Within sixty (60) days after the expiration of
this Agreement, the Principal Investigator shall submit a comprehensive
written final report to Sponsor.
VII. Publicity
---------
Neither party shall use the name of the other in any form of advertising or
promotion without the prior written approval of the other; provided,
however, that it is expressly agreed that Sponsor may reveal or identify
the University or any member of its faculty or staff as the inventor,
source or origin of any technology, technical information or any product or
process arising from the Research for the purpose of soliciting third
parties to invest or enter into other commercial arrangements with Sponsor,
or to acquire a sublicense, assignment or other transfer of rights in such
technology from Sponsor and provided further that Sponsor may use and
disclose the University's name and the name of any member of its faculty or
its staff in its internal communications or, upon prior disclosure and
consultation with the University, in making any required governmental
reports and filings. In addition, the parties may acknowledge Sponsor's
support for, and the nature of, the investigations being pursued under this
Agreement. In any such statement, the relationship of the parties shall be
accurately and appropriately described.
VIII. Publication
-----------
The Parties recognize the traditional freedom of all scientists to publish
and present promptly the results of their research. The Parties also
recognize that patent rights can be jeopardized by public disclosure prior
to the filing of suitable patent applications. Therefore, the University
will assure that each proposed publication concerning the Research, whether
oral or written, before submission to a publisher (or other entity), will
be submitted to Sponsor for review in connection with preservation of
patent rights. Sponsor shall have thirty (30) days in which to review the
publication, which may be extended for an additional thirty (30) days when
Sponsor provides University with a reasonable need for such extension. By
mutual agreement, this period may be further extended for not more than an
additional three (3) months. Sponsor will allow for simultaneous
submission of the publication to the publisher (or other entity) and
Sponsor, where appropriate. All employees of the University and persons
otherwise acting on behalf of both the University and Sponsor will be
expected to treat matters of authorship in a proper collaborative spirit,
giving credit where it is due and proceeding in a manner which fosters
cooperation and communication.
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IX. Intellectual Property and Patent Rights
---------------------------------------
All rights in inventions, discoveries, biological material or software
created in the course of the Research (collectively, the "Inventions")
shall be assigned to and the property of the University. University agrees
to license any such Inventions to Sponsor according to the terms set forth
in Paragraph 10. University shall promptly report in writing to Sponsor
the existence and nature of any Inventions. Sponsor shall select qualified
independent patent counsel, subject to the approval of the University, to
file, prosecute and maintain all patent applications arising from the
Research, at the expense of Sponsor, including divisionals, continuations.
continuations-in-part, reissues, renewals, foreign counterparts or
extensions. Sponsor shall be entitled to determine the countries in which
it wishes to obtain and maintain patent protection under this Agreement, if
any, and shall be free, at any time and at its sole option and upon notice
to the University, to abandon patent prosecution or maintenance in any
country. Should Sponsor decide not to finance the preparation, filing,
prosecution, or maintenance of any patent application Sponsor will give
notice to the University of such decision in writing in adequate time to
allow the University, at its own cost, to effectuate such preparation,
filing, prosecution, or maintenance if it desires to do so. University
agrees to cooperate with Sponsor in its activity in applying for U.S. or
foreign patents or in the defense or enforcement of any patent rights, and
will cause University's employees to execute and deliver to Sponsor such
documents and instruments as Sponsor may request in order to assist Sponsor
in the preparation, filing, prosecution or maintenance of any patent
application. Nothing herein is intended or shall be construed as
obligating Sponsor to finance the preparation, filing, prosecution or
maintenance of any patent application in any country or jurisdiction in
which it believes it is not in the best business interest of Sponsor to do
so.
X. Royalties
---------
As consideration for the license of rights to Inventions provided in
Paragraph 9, for any Invention which is not related to the "Core
Technology," as defined in the License and Research Support Agreement
between Sponsor and The Rockefeller University (the "Rockefeller
Agreement"), Sponsor agrees to pay the University royalties on the same
basis and at the same rates as royalties are paid under Paragraph 3 of the
Rockefeller Agreement; provided, however, that the aggregate amount of
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royalties paid by Sponsor shall not be greater than the amount of royalties
Sponsor is obligated to pay under Paragraph 3 of the Rockefeller Agreement.
For any Invention related to the Core Technology, Sponsor shall pay
royalties as set forth in Paragraph 3 of the Rockefeller Agreement.
XI. Confidentiality
---------------
Subject only to publication rights set forth in Paragraph 8 and to the
limitations and conditions of the Oregon Public Records Law, University
represents that University and its employees, faculty and students are
obligated to keep all information concerning the Research confidential and
agrees that University and its employees, faculty and students will not
disclose any information related to the Research to any third party without
the express written consent of Sponsor.
XII. Product Liability
-----------------
Sponsor agrees to indemnify and hold harmless the University and its
trustees, officers, agents, faculty, employees, and students from any and
all liability arising from injury or damage to person or property resulting
directly or indirectly from any product liability claims relating to
products based on the Research unless such claim is due solely to the
negligence of University. This obligation may be delegated by the Sponsor
to assignees of the Sponsor's rights under this Agreement and may be
satisfied by the Sponsor's or its assignees
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obtaining and maintaining appropriate and available product liability
insurance for a conventional amount of coverage generally deemed
appropriate in the biotechnology or pharmaceutical industry, under which
insurance the University is named as an additional insured. The University
shall promptly give the Sponsor notice of any claim asserted or threatened
on the basis of which the party giving such notice intends to seek
indemnification from Sponsor as herein provided.
XIII. Warranties
----------
UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY OR
ACCURACY OF THE RESEARCH OR ANY INVENTION(S) OR PRODUCT(S), WHETHER
TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS
AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. UNIVERSITY SHALL
NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY
SPONSOR, ANY LICENSEE, OR ANY OTHERS RESULTING FROM THE USE OF THE RESEARCH
OR ANY SUCH INVENTION OR PRODUCT.
XIV. Independent Contractor
----------------------
For the purposes of this Agreement and all services to be provided
hereunder, each party shall be, and shall be deemed to be, an independent
contractor and not an agent or employee of the other party. Neither party
shall have authority to make any statements, representations or commitments
or any kind, or to take any action, which shall be binding on the other
party, except as may be explicitly provided for herein or authorized by the
other party in writing.
XV. Assignment
----------
Neither party may assign this Agreement without the prior written consent
of the other party. Any and all assignments not made in accordance with
this section shall be void.
XVI. Notices
-------
Any notice required to be given pursuant to this Agreement shall be made by
personal delivery or, if by mail, then by registered or certified mail,
return receipt requested, with postage and fees prepaid, by one party to
the other party at the addresses noted below, or to such other address as
such party may designate in writing from time to time to the other party.
In the case of Sponsor, notice should be sent to:
SIGA Pharmaceuticals, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
In the case of University, notice should be sent to:
Oregon State University
Contract Administration
000 Xxxxxxxxxxxxxx Xxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000-0000
Attn: 97331-2147
XVII. No Oral Modification
--------------------
No change, modification, extension, termination or waiver of this
Agreement, or any of the provisions herein contained, shall be valid unless
made in writing and signed by duly authorized representatives of the
parties hereto.
XVIII. Paragraph Headings
------------------
The section headings are provided for convenience and are not to be used in
construing this Agreement.
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XIX. Survivorship
------------
The provisions of Paragraphs 7, 9, 11, 12, 14, 19, 20 and 21 shall survive
any expiration or termination of this Agreement.
XX. Term and Termination
--------------------
This Agreement shall expire the date which is two years from the date of
this Agreement, unless extended by the mutual agreement of the parties or
sooner terminated in accordance with the provisions of this Paragraph. In
the event University's Principal Investigator is unavailable or unable to
continue direction of the Research for a period of thirty (30) days,
Sponsor may immediately terminate this Agreement. Either party may
terminate this Agreement in the event of a material breach by the other
party, provided only that the breaching party is given notice of the breach
and a reasonable time, not to exceed thirty (30) days, in which to cure
such breach. Termination or expiration of this Agreement for reasons other
than an unremedied failure to meet the material obligations under this
Agreement shall not affect the rights and obligations of the parties
accrued prior to termination.
XXI. Entire Agreement
----------------
This instrument contains the entire Agreement between parties hereto. No
verbal agreement, conversation or representation between any officers,
agents, or employees of the parties hereto either before or after the
execution of this Agreement, shall affect or modify any of the terms or
obligations herein contained.
XXII. Counterparts
------------
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
SIGA PHARMACEUTICALS, INC.
By: Xxxxxx X. Xxxxxx
----------------
Its: Chief Financial Officer
STATE OF OREGON, Acting by and through the
STATE BOARD OF HIGHER EDUCATION on behalf of
OREGON STATE UNIVERSITY
By: /s/
------------------------
Contract Officer, Oregon State
University
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EXHIBIT A
---------
The funds received from SIGA PHARMACEUTICALS, INC. will be used to support basic
research activities in the laboratory of Xxxxxx X. Xxxxx at Oregon State
University. Specifically, Xx. Xxxxx will conduct experiments designed to
continue the development of gram positive commensal bacteria for use as
expression vetors. This will involve testing new methods and sites for
inserting immunogenicity of foreign proteins, and constructing prototype vaccine
formulation for use in animal efficacy studies.
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Exhibit B - Budget
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YEAR 1
------
Personnel Salary Benefits Total
--------- ------ -------- -----
Xxxxxxxxx X. Xxxxxx *****/1/ *****/1/ *****/1/
Senior Research Assistant
Lab helper (half-time) *****/1/ *****/1/ *****/1/
Supplies & Services
-------------------
Consumable supplies (media, plates, enzymes, etc.) *****/1/
Contract Services (oligonucleotide synthesis, DNA sequencing, etc.) *****/1/
Travel
------
X.X. to/from New York on a quarterly basis *****/1/
-------
Total direct costs *****/1/
OSU indirect costs, 96-97 (41.5%) *****/1/
-------
Total costs *****/1/
YEAR 2
------
Same as Year 1 with a 4% increase in direct costs to cover inflation, and an
increase in indirect cost rate to 42.5% in accordance with agreement currently
in place with DHHS.
Total direct costs *****/1/
OSU indirect costs, 97-98 (42.5%) *****/1/
Total costs *****/1/
TOTAL REQUESTED TWO YEAR BUDGET *****/1/
_____________
1 Confidential information is omitted and identified by a ***** and filed
separately with the SEC pursuant to a request for Confidential Treatment.
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