EXHIBIT 10.15
RESEARCH SERVICE AGREEMENT
THIS AGREEMENT made the 20th day of November, 2002.
BETWEEN:
MicroIslet, Inc.
of San Diego, California, USA
(the "Client")
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The Governors of the University of Alberta,
a corporation under thc Universities Act (Alberta)
(the University")
The Client and the University agree as follows:
1. UNIVERSITY TO PERFORM SERVICE -- The University as an independent contractor,
will perform the review, test or other academic or technical service outlined in
Schedule A (the "Service") and will use reasonable efforts to complete such
service on or before the 30th day of September, 2004. The Service does not
include the provision of improvements, additions or changes to any information,
product or technique which is the subject of the Service or the provision of
solutions to problems identified in such information, product or techniques as a
result of the provision of the Service.
2. PRINCIPAL INVESTIGATOR -- The Service will be performed under the direction
of a Principal Investigator (a "Principal Investigator"). The initial Principal
Investigator is Xx. Xxxxxxxx Xxxxx of the University's Department of Surgery.
3. PAYMENT -- The Client will pay to the University the service fee provided in
Schedule B (the "Service Fee") in accordance with the payment provisions act
forth in Schedule B.
4. CONFIDENTIALITY -- Each of the University and the Client may disclose
information it considers confidential to the other to facilitate the Service.
Each party will use all reasonable efforts to treat and keep confidential, and
cause its officers, servants and employees to treat and keep confidential, any
such information received by it from the other marked "Confidential" and in no
event will such efforts be less than the degree of care and discretion the
recipient exercises in protecting its own confidential information. Any such
information will be disclosed within the recipient's organization on a "need to
know" basis. Except as otherwise permitted pursuant to Section 7 the University
will use all reasonable efforts to treat and to cause all officers, servants and
employees of the University to treat as strictly confidential all Service
Results.
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5. SERVICE RESULTS -- Service Results mean any and all conclusions and
information on which the same are based, developed in the provision of the
Service, including compilations, notes, data and reports. Service Results do not
include intellectual property utilized by the University in the provision of the
Service, the Client acquiring no interest in. or right to use, any such
intellectual property as a result of this Agreement.
6. OWNERSHIP AND USE -- Subject to the rights of the University pursuant to this
Section 6 and Section 7, all Service Results will be the property of the Client.
The Client grants to the University a non-exclusive, perpetual, royalty free
license to use the Service Results without identification of, or connection to,
the Client for teaching and on-commercial internal research purposes.
7. NO FURTHER PUBLICATION -- The University will have no rights to utilize or
publish the Service Results other than as provided in Section 6.
8. EXCLUSION -- Any obligation to keep confidential any information will not
apply to information which was already known to the party to which it was
disclosed and will cease to apply when through no fault or omission of such
party or its officers or employees such information becomes public knowledge, is
received by the recipient from a third party without a duty of confidentiality,
when the party is ordered by judicial or administrative process to disclose any
or all of the information or when the other party gives prior written consent to
disclosure.
9. NO REPRESENTATIONS AND WARRANTIES ON SERVICE RESULTS -- EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT
LIMITATION, THE EXISTENCE OR NON-EXISTENCE OF COMPETING TECHNOLOGY, THE
CONDITION, QUALITY OR FREEDOM FROM ERROR OF THE SERVICE RESULTS OR ANY PART
THEREOF, OR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL
WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE
HEREBY DISCLAIMED. THE CLIENT ASSUMES THE RISK OF DEFECTS OR INACCURACIES IN THE
SERVICE RESULTS SUPPLIED BY THE UNIVERSITY AND THE UNIVERSITY WILL HAVE NO
LIABILITY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE WHICH MIGHT ARISE FROM
THE USE BY THE CLIENT OF THE SERVICE RESULTS OR ANY OTHER MATERIALS DELIVERED
HEREUNDER.
10. TERMINATION -- In the event that either party fails to remedy any breach or
default on its part pursuant to this Agreement within ten (10) days of notice
from the other to that effect, the party not in default may upon written notice
to the party in default terminate the Service and any further right of the party
in default under this Agreement. Any such termination is without prejudice to or
limitation of any other right or remedies of the parry not in default including
the right to collect stuns due to it at the time of such termination.
11. INDEMNIFICATION -- Except for the results of any act of fraud, malpractice,
misconduct, illegal conduct or negligence, the Client will defend, indemnify and
hold harmless the University (including its officers, employees, students and
agents) from all liabilities, demands, damages, expenses and losses arising out
of the use by the Client or by any party acting on behalf of or under
authorization from the Client of the Service Results or out of any use, sale or
other disposition by the Client, or by any party acting on behalf of or under
authorization from the Client of any product or technique which is the subject
of the Service or is created or modified based on the Service Results.
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12. LIMITATION OF LIABILITY -- Except for the results of any act of fraud,
malpractice, misconduct, illegal conduct or negligence the University will not
be liable to the Client for all breaches of contract or for torts or otherwise
arising from or in relation to this Agreement or the matters or activities dealt
with herein in excess of the aggregate amounts paid by the Client to the
University pursuant hereto.
13. USE OF UNIVERSITY NAME -- The Client will not utilize the name of the
University or the Principal Investigator in conjunction with the Client's use or
exploitation of the Service Results, including without limitation, the
development, production or marketing of products.
14. FOIPP -- The Client acknowledges that all records prepared by the University
in the performance of this Agreement are in the custody and control of the
University. The University is or will be subject to the access and privacy
provisions of the Freedom of Information and Protection of Privacy Act (Alberta)
which creates a right of access to records under the custody and control of
public bodies subject to specific, limited exceptions. Except as required by law
or as otherwise permitted pursuant to the terms of this Agreement, neither the
University nor the Client will disclose the contents of this Agreement or the
foregoing records other than for the purpose of implementation or enforcement of
the same or for a general statement on the parties to the Agreement, the amount
being paid for the Service and the general nature of the Service, either party
being entitled to publish that information.
16. NOTICES -- All notices, requests, directions or other communications
required or permitted herein will be in writing and will be delivered to the
parties hereto respectively as follows:
THE CLIENT:
MICROISLET, INC.
0000 Xxxxx Xxxxx Xx. Xxxxx 000
Xxx Xxxxx, XX 00000
Attention: President
Phone: (000) 000-0000 x000
E-mail: xxxx@xxxxxxxxxx.xxx
THE UNIVERSITY:
For Contract/Finance Matters:
Research Services Xxxxxx
000 Xxxxxx Xxxxx
Xxx Xxxxxxxxxx xx Xxxxxxx
Xxxxxxxx, Xxxxxxx, X0X 0X0
Attention: Agreements Manager
Phone: (000) 000-0000
Fax: (000) 000-0000
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FOR SERVICE MATTERS:
Xx. Xxxxxxxx Xxxxx
Department of Surgery
Faculty of Medicine and Dentistry
University of Alberta
Edmonton. Alberta
Phone: (000) 000-0000
In order for any notices, requests, directions, or other communications
to be effective, the same will either be delivered in person or sent by
registered mail or facsimile addressed to the party for whom it is intended at
the above-mentioned address or fax number and will be deemed to have been
received, if sent by registered mail, when the postal receipt is acknowledged by
the other party; and, if sent by facsimile, when transmitted. The address or fax
number of either party may be changed by notice in the manner set out in this
Section.
17. GOVERNING LAW -- This Agreement will be governed by and interpreted in
accordance with the laws in force in the Province of Alberta and the parties
expressly attorn to the exclusive jurisdiction of the courts of Alberta for
enforcement thereof.
IN WITNESS WHEREOF the duly authorized officers of the parties have
executed this Agreement on the date first above written.
The Governors of the University of Alberta Client:
Per: Per:
/s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxxxxxxxx
---------------------------- ---------------------------
Contracts Officer President
Research Services Office
Per: Per:
/s/ Xxxxxxxx Xxxxx
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Principal Investigator
Per:
/s/ X. Xxxxxxxx
----------------------------
Department Chair
Per:
/s/ Xxxx Xxxxxx
----------------------------
Faculty Xxxx
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SCHEDULE A
THE SERVICE
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Details of specific service and budget will be developed by the Researcher and
Microlslet for each individual task to be completed under this agreement.
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SCHEDULE B
PAYMENT
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X.x SERVICE FEE -- The Client `will pay to the University for the University's
performance of the Service a Service Fee to a maximum of $l00,000.00 U.S. per
year.
B.2 INVOICING -- The University will invoice the Client for each individual
service to be provided under this agreement upon receipt of University and
Client approved scope of work and budget.
B.3 PAYMENT -- Invoiced amounts are due and payable by the Sponsor within thirty
(30) days of receipt of invoice or within such shorter time as provided in
Section B.2. Interest will be paid on overdue amounts at a rate of 15% per
annum. The Service Fee is exclusive of GST which, if applicable, will be paid by
the Sponsor at the same time as the payment of the Service Fee on which the same
is based.
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