[LOGO]
EXHIBIT 10.17
RESEARCH AGREEMENT BETWEEN UNIVERSITY OF WASHINGTON &
COLLATERAL THERAPEUTICS, INC.
This Agreement is by and between the University of Washington, a public
institution of higher education with offices at Xxxxxxx, Xxxxxxxxxx 00000,
hereinafter referred to as University, and Collateral Therapeutics, Inc. a for
profit firm with offices at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX
00000, hereinafter referred to as Sponsor:
Whereas, University has an active research program concerning *** ;
Whereas, Sponsor is also interested in that research and wishes to encourage and
assist in supporting certain aspects of the research;
Whereas, University and Sponsor wish to combine their mutual interest in this
research;
Therefore, University and Sponsor hereby agree to the terms stated below.
1. Scope of Work
The Scope of Work shall be as described in the research proposal entitled ***
***, hereinafter referred to as Proposal, by Xxxxxxx X. Xxxxx, M.D.,
Ph.D.***. The Proposal is incorporated by reference into this Agreement.
2. Best Efforts
As an independent agent, University will apply its best efforts to complete the
research described in the Scope of Work statement. Commonly accepted
professional standards of workmanship will be followed.
3. Key Personnel
The project director will be Xxxxxxx Xxxxx, M.D., Ph.D., who may select and
supervise other project staff as needed. No other person will be substituted
for the project director except with Sponsor's approval. Sponsor may exercise
Termination provision of this Agreement (see 17) if a satisfactory substitute
is not identified.
4. Control of Research
Control of the research will rest entirely with University. However, it is
agreed that University, through its project director, will maintain continuing
communication with a designated liaison for the Sponsor. The frequency and
nature of these communications will be mutually defined by University's project
director and Sponsor's liaison person.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
[LOGO]
5. Funding and Payment
Sponsor will provide funding in the amount of $85,788 ***. Payment of ***
***. The *** of *** ***. Checks should be made payable to the University of
Washington and sent to the Director, Grant and Contract Accounting, ND-22,
University of Washington, Xxxxxxx, Xxxxxxxxxx 00000.
6. Project Period
The Agreement will be effective for twelve (12) months beginning May 1, 1997
and ending April 30, 1998. This period may be amended by mutual written
agreement by authorized representatives of University and Sponsor.
7. Invention Rights
Title to any invention, whether or not patentable, derived from research under
this Agreement will vest in University. Sponsor is hereby granted a royalty free
license to use all such inventions within Sponsor's own organization, including
subsidiaries if 50% or more owned. In the event that marketing such inventions
is of interest to Sponsor, Sponsor is guaranteed a first right to negotiate for
an exclusive commercial license based on financial terms and conditions to be
negotiated. Consistent with University policy, its rights in such inventions may
be assigned to the Washington Research Foundation or other agent for negotiation
of an appropriate License Agreement.
8. Publication
University will be free to publish the results of research conducted under this
Agreement within a reasonable time. Prior to submission for publication of a
manuscript or outline/notes for a symposium, the University agrees to send the
Sponsor a copy of the manuscript/outline to be submitted, and shall allow the
Company forty-five (45) days from receipt to determine whether the
manuscript/outline contains subject matter for which patent protection should be
sought prior to publication or public disclosure. Should the Sponsor believe the
subject matter of the manuscript contains a patentable invention to which it may
have rights under this Agreement, the Sponsor shall have until the end of such
45-day period to notify the University that it wishes to either seek to obtain
patent protection or that it wishes to keep the information non-public, and
University agrees to provide reasonable cooperation to the Sponsor and to take
no action inconsistent with the Sponsor's decision (including withholding
publication for a reasonable period of time upon request in order to file for
patent protection). In order to fully protect the rights of University and
Sponsor, any contemplated publication containing details of an invention,
whether or not patentable, will be withheld until a patent application is filed
or other appropriate steps to protect commercial value have been completed.
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
[LOGO]
9. Hold Harmless
University and Sponsor each agree to indemnify and to hold harmless the other
party from damage to persons or property resulting from any act or omission on
the part of itself, its employees, its agents, or its officers.
10. Use of Names
University and Sponsor each agree that they will not use the name, trademark, or
other identifier of the other for any advertising, promotion, or other
commercially related purpose except with advance written approval.
11. Assignment
The sponsor shall have the right to assign or transfer any rights or obligations
arising from this Agreement with the prior written notice to the University.
12. Disclaimer of Warranties
All information received from or technology developed with the University is
experimental in nature and the University makes no express or implied warranties
or representations with respect to its utility, safety, merchantability, or
fitness for a particular purpose. All warranties, express or implied arising out
of or in connection with the furnishing, performance, or use of any University
technology are hereby disclaimed.
13. Applicable Law and Venue
This Agreement shall be governed by and enforced according to the laws of the
State of Washington without giving effect to the conflict of laws provisions
thereof. Exclusive jurisdiction and venue of any dispute under this Agreement
shall lie with the United States District Court for the Western District of
Washington (Seattle division) or the Superior Court of Washington for King or
Xxxxxxxx County.
14. Nonperformance
Nonperformance by the University shall not operate as a breach of the terms of
this Agreement if due to strikes or other labor disputes or to prevention or
prohibition by law, the loss or injury to products in transit, an Act of God, or
war or other cause beyond the control of the University.
15. Severability
If any of the provisions of this Agreement shall be determined to be illegal or
unenforceable by a court of competent jurisdiction, the other provision shall
remain in full force and effect.
[LOGO]
16. Notices
Unless otherwise indicated elsewhere in this Agreement, all notices and
communications in connection with this Agreement will be addressed to
University/Sponsor officials who sign this Agreement.
17. Termination
Either University or Sponsor may terminate this Agreement by giving thirty (30)
days written notice to the other. In the event of such termination. University
will cease further obligation of project funds and will take all reasonable
steps to cancel or otherwise reduce outstanding obligations. Sponsor will be
obligated to pay actual costs and firm obligations as reduced by diligent
efforts of University. In the event of a termination by the University, the
Sponsor shall have the right to technology pursuant to Section 7 resulting from
the research as defined in Section 1.
18. Amendments
Any amendment to this Agreement must be in writing and signed by authorized
representatives of University and Sponsor. No waiver ot this Agreement shall be
valid and enforceable unless in writing and signed bv the authorized
representative for the party granting the waiver. The waiver by any party of a
breach of any of the provisions of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by any party or a breach of the
entire Agreement. The authorized representative for the University is the
Director, Grant and Contract Services. Faculty members and other research
personnel are not authorized to bind the University.
19. Entire Agreement
This Agreement expresses the entire agreement between the parties. All prior
negotiations, understandings, promises and agreements, oral or written, are
superseded hereby.
Agreement of University and Sponsor in the terms stated above is indicated by
signatures affixed below.
For University: For Sponsor:
/s/ Xxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
-------------------------- ----------------------------
Signature Signature
Xxxxxx X. Xxxxx, Director Xxxx X. Xxxxx, Ph.X.
Xxxxx and Contract Services President & CEO
Apr 21 1997 April 15, 1997
-------------------------- ----------------------------
Date Date
[LOGO]
RESEARCH BUDGET FOR UNIVERSITY OF WASHINGTON
(XXXXXXX X. XXXXX, M.D., Ph.D.) AND COLLATERAL
THERAPEUTICS, INC.
Research Grant
Personnel
*** ***
*** ***
----
***
Services
*** ***
*** ***
----
***
Supplies
*** ***
*** ***
----
***
*** ***
*** ***
----
Research Grant Total ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
RESEARCH PROPOSAL TO COLLATERAL THERAPEUTICS
March 10, 1997
***
Xxxxxxx X. Xxxxx, M.D., Ph.D., Principal Investigator
Rationale
***
***
***
***
***
***
***
Specific Aims
***
***
***
***
***
***
***
Specific Aim 2. To determine the effects of *** into *** .
***
***
***
***
***
***
Specific Aim 3. To develop promoter constructs that prevent *** in *** .
***
***
***
Time Table
***
***
***
***
***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
[LOGO]
FELLOWSHIP SUPPORT AGREEMENT
This agreement is between the University of Washington, a public institution of
higher education, with an office in Xxxxxxx, Xxxxxxxxxx 00000, hereafter
referred to as university, and Collateral Therapeutics, Inc., a for profit firm
with offices at 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000.
Collateral Therapeutics, Inc. is interested in supporting a research fellow
in the laboratory of Xxxxxxx Xxxxx, M.D., Ph.D. to further his work in the
area of *** ***. The funds provided for in the attached budget are solely for
the purpose of fellowship support in Xx. Xxxxx'x laboratory, under his direct
supervision, for research in the general area of gene transfer and myocyte
differentiation. There are no other specific restrictions on these funds.
Collateral Therapeutics, Inc. will provide funding in the amount of *** support
of the research fellowship. A payment of $17,105 will be made upon initiation of
this agreement on May 1, 1997 and a similar payment of *** will be due upon
receipt of invoices from the University of Washington six months after
initiation of this agreement.
The individual employed in this fellowship will be an employee of the University
of Washington and will bear no responsibility to Collateral Therapeutics.
Agreement of University and Sponsor in the terms stated above is indicated by
signatures affixed below.
For University: For Sponsor:
/s/ Xxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
---------------------------- ---------------------------
Signature Signature
Xxxxxx X. Xxxxx, Director Xxxx X. Xxxxx, Ph.X.
Xxxxx and Contract Services President & CEO
Apr 30 1997 April 17, 1997
---------------------------- ---------------------------
Date Date
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
RESEARCH FELLOWSHIP FOR THE LAB OF
XXXXXXX X. XXXXX, M.D., Ph.D. AT UNIVERSITY OF WASHINGTON
Personnel
*** ***
*** ***
----
***
Supplies ***
*** ***
*** ***
----
Fellowship Total ***
*** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the Commission.
FELLOWSHIP SUPPORT AGREEMENT AMENDMENT
Whereas, the University of Washington and Collateral Therapeutics, Inc.
executed a Fellowship Support Agreement on April 30, 1997 and April 17, 1997
respectively; and
Whereas, that Agreement provided funding to support a fellow in the
laboratory of Xx. Xxxxxxx Xxxxx for a period of one year beginning May 1,
1997; and
Whereas, both parties wish to amend that Agreement to provide additional
funding and to extend the period;
Therefore, the parties agree as follows:
1. The expiration date of the Agreement will be extended for one year from
4/30/98 to 4/30/99.
2. Funding from Collateral Therapeutics, Inc. will be increased by $56,791
to $96,001 from $34,210.
3. Collateral Therapeutics, Inc., will make two payments of $28,395.50 each.
The first payment is due upon execution of this Amendment and the second
payment is due November 1, 1998.
Agreement of the parties to this Amendment is indicated by signatures affixed
below.
For University: For Sponsor:
/s/ XXXXXX X. XXXXX /s/ XXXX X. XXXXX, Ph.D.
---------------------------- --------------------
Xxxxxx X. Xxxxx, Director Xxxx X. Xxxxx, Ph.X.
Xxxxx and Contract Services President & CEO
Date June 2, 1998 Date June 19, 1998
