Contract
Yissum Research
Development Company
of the Hebrew University of Jerusalem HI
Tech Park, Xxxxxx X. Xxxxx
Campus
Xxxxx Xxx, XX Xxx 0X00X Xxxxxxxxx
00000, Xxxxxx
Re: Agreement for the Rendering of Services Between Morria and Yissum
| 1. | Morria Biopharmaceuticals, 00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxx X0X0XX, (hereinafter "the Company") hereby requests that the following laboratory services as set forth in Appendix A attached hereto performed via Yissum. As detailed in the addendum to this document which constitutes an inseparable part of the Agreement (hereinafter "Services"). |
| 2. | The Services are to be performed in accordance with, the time schedule enclosed with this letter, which shall be understood as an integral part of this document |
| 3. | The Services will be performed by or under the control and supervision of Xx. Xxxx Xxxxxx (hereinafter "the Researcher"). Yissum and Researcher agree to provide such Services. Researcher shall not and will not co-mingle any funds, data, information, results and/or materials, resulting from a grant from another party, entity or person with the funds, data, information, results and/or materials resulting from the grant of Morria provided in Paragraph 5 below. |
| 4. | The scientific report and all reports, information, data, materials, and methods that will be generated as a result of the Services rendered will be presented directly to the Company at the earliest possible date by Xx. Xxxxxx |
| 5. | In consideration for provision of the Services, the Company shall be obligated to pay the total sum of up to USD 90,000, to Yissum, which shall be paid on the following dates; . |
i. USD 40,000. - within one month of signing this contract
ii. USD 30,000. - by November 1st, 2005
iii. USD
20,000 - 20,000.׳ an February 1st, 2006
So as to remove all doubt, the Company hereby states that Yissum is not expected to present any financial report and that the expenses incurred in rendering the Services shall be Yissum's responsibility alone.
| 6. | Any compositions, data, intellectual property, inventions, information, improvements, know-how, materials, methods, patents, patent applications, processes, results, and/or technology that are conceived and/or developed, result from, or arise under the Services ("Service Agreement Results") shall be owned by Yissum, Yissum hereby grants the Company a worldwide exclusive, license and right, to the Service Agreement Results, with the right to sublicense, under the same terms and conditions as set forth, in the Exclusive License Agreement between the parties dated the 27lh day of November 2002 (the "Exclusive License Agreement"), and to make, have made, use, have used, sell, have sold, import, license, and distribute any product resulting from the Service Agreement Results covered by a Valid Claim (as defined in the License Agreement). |
| 7. | All terms and conditions of the Exclusive
License Agreement shall apply to this Agreement, and the exclusive license of the Service Agreement Results in Paragraph 6. |
| 8. | So as to remove all doubt, the Company
hereby states that Yissum's and/or the Company's relationship with the Researchers shall not be that of employer-employee, but
that of requester-independent contractor. |
| 9. | In all cases in which a dispute shall
arise between the Company and Yissum regarding the Services, a single arbitrator shall be chosen with the agreement of both sides
and shall be called upon to decide, and if such an agreement is not achieved, an arbitrator shall be appointed at the request of
either party by the President of the Bar Association, Jerusalem branch. |
| 10. | The Company shall not make any use of
any kind of the name of the Researcher(s) or Yissum or the Hebrew University without the prior written consent of Yissum, which
shall not be unreasonably withheld. |
| 11. | Signature by an authorized representative of Yissum on this copy of the document shall constitute Yissum's approval and agreement to all that is written herein. |
Yissum hereby agrees and approves:
| Name: /s/ XXX XXXXX | Date: June 20, 2005 |
| /s/XXXXXX XXX | |
| Yissum Research Development Company | |
| of the Hebrew University of Jerusalem | |
| Morria Biopharmaceuticals, Plc. | |
| /s/ XXXXX XXXXX | |
| Xxxxx Xxxxx | Date: June 9, 2005 |
| Managing Director |
Researcher's Agreement:
I the undersigned, Xxxx. Xxxx Xxxxxx, of the Hebrew University, have reviewed, am familiar with and agree to all of the above terms and conditions, thereby undertake to fully cooperate with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.
| /s/ Xxxx Xxxxxx | |
| Date signed; June 9, 2005 |
Research Program for Morria Biopharmaceuticals Plc
Proposed by Xxxx. Xxxx Xxxxxx of the Dept of Biochemistry, Hebrew University Medical School, Jerusalem
Aim
To further explore the therapeutic potential of MFAIDs in in vitro and in vivo models.
Scope
1. Testing of MFAID candidates for their efficacy in IBD and potentially other disease models
2. Chemical synthesis, design and production of MFAIDs.
3. Development of analysis verification techniques for MFAIDs.
Outcomes
| · | Data on efficacy of various MFAIDs in IBD and potentially other disease fields. |
| · | Optimization of selected MFAID synthesis. |
| · | All this data to be potentially used to strengthen and originate IP and licensing opportunities for Morria. |
Duration
12 months with semi-annual written summaries.
Budget: $90,000 total (including overhead).
