COLLABORATIVE RESEARCH AGREEMENT
This agreement is effective as of the first day of August, 1992 (the
"Effective Date"), by and between Apollon, Inc., a corporation having its
principal place of business at 000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx
00000 (hereinafter called "APOLLON") and The General Hospital Corporation, doing
business as Massachusetts General Hospital, having its principal place of
business at Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called
"GENERAL").
WHEREAS, Xxxx X. Xxxxx, M.D. ("Xx. Xxxxx") of the Molecular Hepatology
Laboratory in the Gastrointestinal Unit in the Department of Medicine at
GENERAL, funded in part by the Department of Health and Human Services, has
discovered certain Hepatitis B Virus (HBV) and Hepatitis C Virus (HCV) molecular
structures which will interact with antisense oligonucleotides and ribozyme
constructs to terminate HBV and HCV viral infection in the liver and which may
be useful for diagnostic and therapeutic purposes ("TECHNOLOGY"); and
WHEREAS, APOLLON desires Xx. Xxxxx to perform research and evaluation
herein described upon the terms provided;
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings.
1.1 The term "Agreement Year" shall mean the twelve (12) month period
beginning on the Effective Date and each succeeding twelve (12) month period
thereafter for the term of the Agreement.
1.2 The term "Collaborative Research Project" shall mean scientific
research pertaining to the TECHNOLOGY funded in whole or in part by APOLLON and
performed by an Investigator pursuant to the Research Plan attached as Appendix
A.
1.3 The term "General Material" shall mean any material or substance which
has biological activity (i) which relates to the Collaborative Research Project
and is in the possession of the Principal Investigator on the Effective Date or
(ii) which is discovered, first produced or derived by an Investigator in the
performance of the Collaborative Research Project.
1.4 The term "Invention" shall mean any new and useful process,
manufacture or composition of matter:
(a) described in U.S. Patent Application Serial No. 07/511,428 filed
4/20/92 or its CIP application 07/846,328 filed
3/5/92, or its International Application No. PCT/US91/02793 filed on 4/22/91, or
any divisional, continuation or any continuation-in-part of such application; or
(b) which any Investigator, solely or jointly, conceives and reduces to
practice in the performance of the Collaborative Research Project.
1.5 The term "Investigators" shall mean the Principal Investigator
together with other General Professional staff members, students, research
fellows and employees who perform the Collaborative Research Project under his
direction.
1.6 The term "Patent Rights" shall mean any United States patent
application, including any division, continuation, or continuation-in-part
thereof and any foreign patent application or equivalent corresponding thereto
and any Letters Patent or the equivalent thereof issuing thereon or reissue or
extension thereof, which claims one or more Inventions.
1.7 The term "Principal Investigator" shall mean Xx. Xxxx Xxxxx.
1.8 The term "Product" shall mean any articles, composition, apparatus,
substance, chemical, material, method or service (a) whose manufacture, use, or
sale infringes one or more claims of any Patent Right, or (b) which, in the
absence of any Patent Right which would be infringed by such manufacture, use or
sale, (i) incorporates any General Material, or (ii) whose discovery,
development, manufacture or use employs any General Material, Research
Information, or unpatented Invention.
1.9 The term "Research Information" shall mean any research data,
formulas, process information or other information pertaining to the
Collaborative Research Project known to Principal Investigator on the Effective
Date and was produced in his laboratory or thereafter produced by an
Investigator in the performance of the Collaborative Research Project.
1.10 The term "Research Plan" shall mean the written description of the
research for each one year period of the Collaborative Research Project which,
for the period of August 1, 1992 to July 31, 1993, is entitled "The Development
of Nucleic Acid Based Agents for Diagnostics Use and Therapeutic Use in the
Treatment of Viral Infections of the Liver" (hereinafter referred to as the
"Research Plan for the First Amendment Year") and attached hereto and
incorporated herein as Appendix A on the Effective Date, or is thereafter
appended hereto as Appendix A and incorporated herein pursuant to paragraph 2.2.
2. GENERAL'S RESEARCH AND APOLLON'S SUPPORT THEREOF
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2.1 Beginning on the Effective Date and for the next three (3) years
thereafter, unless sooner terminated, the Principal Investigator and
Investigators shall carry out and perform the obligations related to the
Collaborative Research Project in accordance with the Research Plan attached
hereto as Appendix A.
2.2 On or before May 1, 1993, and May 1, 1994, the Principal Investigator
shall be required to submit a proposed Research Plan for APOLLON's approval for
the second and third Agreement Years, respectively. If APOLLON and the GENERAL
are not able to agree upon the Research Plan, either party shall have the right
to terminate this Agreement in writing, and APOLLON and GENERAL will have no
further obligations to support or perform the Collaborative Research Project.
2.3 Principal Investigator shall upon each anniversary of the Effective
Date, prepare and provide a written report which presents a brief summary of the
research conducted and the Research Information obtained during the preceding
twelve (12) months of the Collaborative Research Project. In the event of
termination of this Agreement, APOLLON shall receive from Principal Investigator
a complete detailed report of the work carried out and funded by this Agreement.
Further, Principal Investigator agrees to be available at times mutually agreed
upon for the purpose of discussing the progress of the Collaborative Research
Project. Reports hereunder shall be sent to:
Xxxxxxx X. Xxxxxxxx, Xx., Ph.D
President and Chief Executive Officer
APOLLON, Inc.
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
APOLLON shall have the right to use such Research Information to the extent
such use does not infringe any GENERAL patent not expressly licensed to APOLLON
herein.
2.4 GENERAL and Principal Investigator agree that, during the period the
Collaborative Research Project is being conducted pursuant to this Agreement,
they will not, without APOLLON's prior written consent, enter into any agreement
with a third party, except the United States government, to provide material or
financial support for the Collaborative Research Project that would result in
such third party acquiring ownership or license rights to any Patent Right.
2.5 In consideration of Principal Investigator's conducting the
Collaborative Research Project, APOLLON agrees to provide GENERAL with a grant
of Four Hundred Sixty Thousand Dollars ($460,000) which includes full direct and
full indirect costs of the Collaborative Research Project as shown in the Budget
attached hereto, to be paid as follows:
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For the first Agreement Year, equal quarterly payments of twenty-three
thousand dollars ($23,000) each shall be paid within thirty (30) days of the
Effective Date and thereafter, on November 1, 1992, February 1, 1993, and May 1,
1993; and
For the second and third Agreement Years, equal quarterly payments of
forty-six thousand dollars ($46,000) each shall be payable on August 1, 1993,
November 1, 1993, February 1, 1994, May 1, 1994, August 1, 1994, November 1,
1994, February 1, 1995, and May 1, 1995.
APOLLON's failure to make payment within sixty (60) days of the due date
shall constitute an immediate material breach of this agreement. In the event
of such breach, in addition to its other remedies, GENERAL may terminate
APOLLON's option to acquire license rights in paragraph 6.1(d) and require that
any GENERAL-owned intellectual property rights licensed to APOLLON be returned
to the GENERAL.
Payment shall be made to "The General Hospital Corporation" and shall be
sent, along with a letter indicating the name of the Principal Investigator and
the specific Collaborative Research Project for which the funds are intended,
to:
Director, Office of Technology Affairs
Massachusetts General Hospital
Thirteenth Street, Building 149, Suite 1101
Xxxxxxxxxxx, XX 00000
3. TERM AND TERMINATION
3.1 This Agreement shall be effective as of the Effective Date and shall,
along with the research hereunder, terminate three (3) years thereafter, unless
extended by mutual written agreement, or unless terminated earlier. The
obligations and rights of the parties under paragraphs 2.3, 4, 5, 6, 7 and 8.1
shall survive the termination of this Agreement, except as otherwise provided in
paragraph 2.5.
3.2 If either party shall fail to faithfully perform any of its
obligations under this Agreement, the non-defaulting party may give written
notice of the default to the defaulting party. Unless such default is corrected
within sixty (60) days after such notice, the notifying party may terminate this
Agreement upon sixty (60) days prior written notice.
3.3 During each Agreement Year if it is determined that Principal
Investigator has not made sufficient progress in the Collaborative Research
Project, then APOLLON shall have the right to terminate this Agreement by giving
notice thereof in writing to the GENERAL and Principal Investigator at least six
(6) months prior to commencement of the following Agreement Year. Upon the
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giving of such notice, this Agreement shall terminate as of the last day of the
Agreement Year during which such notice was given provided, however, that
nothing in this paragraph 3.3 shall be construed to releases APOLLON from its
obligation to fund the full Agreement Year of the Collaborative Research Project
in accordance with paragraph 2.5. APOLLON shall be the sole judge of whether
sufficient progress has been made in the Collaborative Research Project. Upon
APOLLON's written request and within thirty (30) days following the date of
termination, the Principal Investigator shall disclose to APOLLON all research
information funded by this Agreement which shall be in his possession at such
date of effective termination.
4. CONFIDENTIALITY
4.1 GENERAL cannot assure confidential treatment of any APOLLON
proprietary information that might be disclosed to GENERAL or any GENERAL
personnel. In the event that APOLLON wishes to disclose to any GENERAL
personnel any information which relates to the Collaborative Research Project
that APOLLON considers confidential, APOLLON may enter into a separate
Confidentiality Agreement with such GENERAL personnel. Such Confidentiality
Agreement must be approved as to form by the Director, Office of Technology
Affairs, GENERAL and shall provide a means for clearly identifying the
information APOLLON considers to be proprietary and not abridge the traditional
rights of GENERAL or GENERAL personnel to publish and communicate with academic
colleagues regarding the results of research conducted at GENERAL.
5. PUBLICATION
5.1 Principal Investigator shall have the right to present or publish the
results of the research done at GENERAL and shall provide an early draft of any
such presentation or manuscript for review by APOLLON at least thirty (30) days
prior to its presentation or submission for publication. AT the end of such
thirty (30) days, Principal Investigator shall have the right, in his/her
discretion, to make such presentation or to submit such manuscript for
publication.
6. INVENTIONS
6.1 (a) Investigators shall promptly report any Invention to GENERAL and
shall assign all of his or her rights, title and interest in the Invention to
GENERAL. GENERAL shall promptly advise APOLLON in writing of each Invention
disclosed to GENERAL and shall discuss with APOLLON whether a patent application
or applications pertaining to such Invention shall be filed and in which
countries. If both parties mutually agree that Patent Rights should be filed,
applications assigned solely to GENERAL shall be filed by GENERAL, and in the
event of joint inventorship between APOLLON personnel and GENERAL personnel,
applications assigned
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jointly to GENERAL and APOLLON shall be filed as mutually agreed upon by the
parties. In the event APOLLON is not interested in having Patent Rights filed
with respect to a particular Invention, APOLLON shall advise GENERAL of such
fact within ninety (90) days from the date of which the Invention was disclosed
to APOLLON by GENERAL and GENERAL shall be free to file and prosecute Patent
Rights on such Invention at its own expense and to license such Patent Rights to
any other party.
(b) All patent costs pertaining to any Patent Rights filed by mutual
agreement of APOLLON and GENERAL, including preparation, filing, prosecution,
issuance and maintenance costs, shall be borne by APOLLON. In the event APOLLON
and GENERAL enter into a license agreement relating to such Patent Rights, fifty
percent (50%) of such patent costs pertaining to the Patent Rights shall be
credited against royalties payable to GENERAL by APOLLON under such license
agreement, provided that no single royalty payment maybe reduced by more than
fifty percent (50%).
(c) All information given to APOLLON by GENERAL in accordance with this
paragraph 6 will be held in confidence by APOLLON so long as such information
remains unpublished or publicly undisclosed by GENERAL, and this description of
a joint invention and other information pertaining to the filing or prosecution
of such joint invention given by APOLLON to GENERAL, by written disclosure to
GENERAL's Office of Technology Affairs ("OTA") in accordance with this paragraph
6, will be held in confidence by OTA so long as such information remains
unpublished or publicly undisclosed by APOLLON; provided that the filing of a
patent application describing and claiming such a joint invention shall not
constitute a violation of the foregoing obligations of confidentiality. The
foregoing obligations of confidentiality shall not apply to information which
(i) is or becomes known publicly through no fault of the receiving party
hereunder; (ii) is learned by the receiving party from a third party entitled to
disclose it; (iii) was already known to the receiving party at the time of
disclosure as shown by prior written records, or (iv) is developed by or on
behalf of the receiving party independently of the information obtained from the
disclosing party hereunder.
(d) As to any Patent Rights assigned in whole or in part to GENERAL and
filed by mutual agreement of the parties, to the extent not prohibited by the
United States Government, APOLLON shall have for the twelve (12) months next
following the filing of such Patent Rights in the United States Patent and
Trademark Office the first option to obtain a world-wide, royalty bearing,
exclusive license under GENERAL's rights in Patent Rights to make, use and sell
Products with the right to sublicense provided, however, that in the event an
Investigator is a joint inventor of a Patent Right with one or more persons not
an Investigator (hereinafter "Other Inventor") whose inventive efforts are
supported by one or more third parties, other than the United States government,
who have
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license or ownership right to said Other Inventor's rights to such Patent right,
GENERAL hereby grants to APOLLON (1) an exclusive right to GENERAL's right in
such Patent Right when such Other Inventors are not subject to GENERAL's
participation Agreement but one or more third party sponsors of research at
GENERAL other than the United States government have by agreement with GENERAL
license or ownership rights to inventions made by said Other Inventor. The
option is to be exercised by written notice to GENERAL during said twelve (12)
month period and the negotiation in good faith of a license agreement containing
license terms standard for agreements between universities and industry
including without limitation clauses providing for payment of reasonable
royalties to GENERAL, objective, time-limited due diligence provisions for the
development, commercialization and marketing of a product embodying the
Invention and product liability indemnification and insurance requirements which
are acceptable to GENERAL's liability insurance carrier. In the absence of such
notice by APOLLON and agreement on license terms, GENERAL may grant a license to
such Patent Rights to any other party provided that the aforesaid negotiations
have been conducted in good faith by both parties.
(e) In the event APOLLON intends to make, use or sell a Product (i) which
would not infringe one or more claims of any Patent Right and (ii) the discovery
development, manufacture or use of which employs any General Material, Research
Information or unpatented Inventions, APOLLON agrees to give GENERAL written
notice prior to the first commercial sale of any said Product and GENERAL and
APOLLON shall thereupon negotiate in good faith an agreement containing terms
standard for such agreements between universities and industry including without
limitation clauses providing for payment of reasonable royalties to GENERAL,
objective, time-limited due diligence provisions for the development,
commercialization and marketing of a product embodying the Invention and product
liability indemnification and insurance requirements which are acceptable to
GENERAL's liability insurance carrier.
7. LIABILITY
7.1 GENERAL and APOLLON shall each be responsible and shall hold the other
harmless for any injury to persons or damage to property to the extent that such
injury or damage is caused by the negligence or willful misconduct of their
employees or staff carrying out the Collaborative Research Project; provided,
however, that APOLLON will defend, indemnify and hold harmless GENERAL and its
trustees, employees and staff against any and all actions, suits claims, demands
and prosecutions that may be brought or instituted against GENERAL and/or its
trustees, employees and staff based on or arising out of the manufacture, use,
sale or other distribution of any product by APOLLON, its affiliates or
licensees excepting any such action, suit, claim, demand or prosecution which
7
is based solely on the negligence or willful misconduct of GENERAL and/or its
trustees, employees or staff in the use of such product.
8. MISCELLANEOUS
8.1 Each party agrees that it will not use the name or logo of the other
party or of any employees or staff member of the other party in any advertising,
promotional material or publicity without the prior written approval of the
party or person whose name or logo is to be use.
8.2 This Agreement shall be governed by the substantive laws of the
Commonwealth of Massachusetts regardless of the choice of law rules of any
jurisdiction.
8.3 GENERAL and APOLLON shall each act as an independent contractor and
shall not be construed to any purposes as the agent, employee, servant or
representative of the other party. Accordingly, an employee of one party shall
not be considered to be an employee of the other party, and neither party shall
enter into any contract or agreement with a third party which purports to
obligate or bind the other party.
8.4 This Agreement shall not be assignable by any party hereto without the
prior written consent of the other parties, which consent shall not be
unreasonably withheld; provided, however, that such consent shall not be
required in the event of the transfer by APOLLON of all or substantially all of
the business to which it pertains in which event the transferee shall assume and
be bound by the provisions of this Agreement.
8.5 The terms of this Agreement can be modified only by a writing which is
signed by the parties.
IN WITNESS THEREOF, GENERAL AND APOLLON have caused this instrument to be
executed.
APOLLON, INC. THE GENERAL HOSPITAL CORPORATION
(Federal Tax ID No. 04 2697 983)
By:/s/ Xxxxxxx X. Xxxxxxxx, Xx. By:/s/ Xxxxxx X. Xxxxxxx
____________________________ _____________________
NAME: Xxxxxxx X. Xxxxxxxx, Xx. NAME: Xxxxxx X. Xxxxxxx
TITLE: President and CEO TITLE: Director, Office of
Technology Affairs
DATE: 15 Aug. 92 DATE: 7/31/92
___________________________ ___________________
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I have read paragraphs 2.1, 2.2, 2.3, and 5 of the foregoing Agreement and agree
to comply therewith.
/s/ Xxxx X. Xxxxx
_________________
Xxxx X. Xxxxx, M.D.
DATE: 7/31/92
___________
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AMENDMENT NO.1 TO COLLABORATIVE RESEARCH AGREEMENT
BETWEEN
APOLLON, INC.
AND
THE GENERAL HOSPITAL CORPORATION
This Amendment No.1 to Collaborative Research Agreement (this "Amendment")
is dated as of November 15th, 1995 between Apollon, Inc. ("APOLLON") and the
General Hospital Corporation ("GENERAL").
APOLLON and GENERAL are parties to a Collaborative Research Agreement dated
as of August 1, 1992 (the "Research Agreement"), pursuant to which GENERAL
agreed to conduct certain scientific research in consideration of the payment of
certain fees by APOLLON. Capitalized terms used in this Amendment shall have
the meanings ascribed to them in the Research Agreement unless specifically
defined herein. GENERAL and APOLLON now wish to amend certain provisions of the
Research Agreement, and in consideration of the promises and agreements set
forth herein, and for other good and valuable consideration, GENERAL and APOLLON
hereby agree as follows:
1. The first recital paragraph is hereby amended by deleting the word
"("TECHNOLOGY")" from the last line thereof and inserting the following words in
lieu thereof:
", including DNA-based vaccines."
2. Paragraph 1.2 of the Research Agreement is hereby deleted and replaced in
its entirety with the following paragraph:
"1.2 The term "Collaborative Research Project" shall mean scientific
research pertaining to (i) DNA-based genetic vaccination against viral
hepatitis targets, including HBV and HCV, and enabling technologies and
(ii) antisense applications directed against viral hepatitis targets, which
is funded in whole or in part by APOLLON and performed by an Investigator
pursuant to a Research Plan now or hereafter attached to this Agreement as
a part of Appendix A."
3. Paragraph 1.10 of the Research Agreement is hereby deleted and replaced in
its entirety with the following paragraph:
"1.10 The term "Research Plan" shall mean the written description of
the research for each Agreement Year during the Collaborative Research
Project which, for the period of August 1, 1995 to July 31, 1996, is
attached hereto as Appendix A, as Appendix A may be supplemental for each
subsequent Agreement Year."
4. Paragraph 2.1 of the Research Agreement is hereby deleted and replaced in
its entirety with the following paragraph:
"2.1 Beginning on the Effective Date and so long as this Agreement
remains in effect, the Principal Investigator and Investigators shall carry
out and perform the obligations related to the Collaborative Research
Project in accordance with the Research Plan applicable to each Agreement
Year."
5. Paragraph 2.2 of the Research Agreement Project is hereby deleted and
replaced in its entirety with the following paragraph:
"2.2 On or before May 1, 1996 (and on or before May 1 of each
subsequent year that this Agreement remains in effect), the Principal
Investigator shall submit to APOLLON and GENERAL a proposed Research Plan
and budget for the succeeding Agreement Year. If such Research Plan and
budget are acceptable to APOLLON and GENERAL, APOLLON and GENERAL will
execute an extension to the Research Agreement and such Research Plan will
be attached as a supplement to Appendix A to the Research Agreement. In
the event GENERAL and APOLLON fail to agree to an extension by June 1, of
any year, the Research Agreement will terminate on July 31 of that year,
and APOLLON and GENERAL will have no further obligations to support or
perform the Collaborative Research Project."
6. The first paragraph of paragraph 2.5 of the Research Agreement is hereby
deleted and replaced in its entirety with the following paragraph:
"2.5 In consideration of Principal Investigator's conducting the
Collaborative Research Project for the Agreement Year beginning August 1,
1995, APOLLON agrees to provide GENERAL with a grant of One Hundred and
Eighty Four Thousand Dollars ($184,000), which includes all direct and
indirect costs for such year, such amount to be paid in equal quarterly
installments of Forty-Six Thousand Dollars ($46,000) on August 1, 1995,
November 1, 1995, February 1, 1996 and May 1, 1996. For Agreement Years
beginning on August 1, 1996 or later, the amount of the grant and the
payment schedule will be as set forth in the budget approved by APOLLON and
GENERAL for such year pursuant to paragraph 2.2 hereof."
7. Paragraph 3.1 of the Research Agreement is hereby deleted and replaced in
its entirety with the following paragraph:
"3.1 This Agreement shall be effective as of the Effective Date and
shall, along with the research hereunder, terminate on July 31, 1996 unless
extended pursuant to paragraph 2.2 or unless terminated earlier. The
obligations and rights of the parties under paragraphs 2.3, 4,5,6,7 and
2
8.1 shall survive the termination of this Agreement, except as otherwise
provided in paragraph 2.5.
8. Paragraph 6.1 (e) of the Research Agreement is hereby amended by inserting
the words", and taking into consideration the relative contributions of GENERAL
and APOLLON," after the words "universities and industry" on the ninth line of
such paragraph.
9. This parties agree that any transfer of biological materials from one party
to the other made in connection with the Research Agreement will be subject to
the Proprietary Materials Transfer Agreement between GENERAL and APOLLON dated
concurrently with this Amendment.
10. Except as expressly modified hereby, the Research Agreement remains in full
force and effect and shall govern and apply to all research contemplated by this
Amendment.
IN WITNESS THEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives effective as of the date first
written above.
THE GENERAL HOSPITAL CORPORATION APOLLON, INC.
(Federal Tax ID No. 042 697 983)
By:/s/ Xxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
------------------------------- ----------------------------------
Xxxxxx X. Xxxxxxx, Director Name: Xxxxxxx X. Xxxxxxxx
Office of Technology Affairs Title: President & CEO
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AMENDMENT NO.2 TO COLLABORATIVE RESEARCH AGREEMENT
BETWEEN
APOLLON, INC.
AND
THE GENERAL HOSPITAL CORPORATION
This Amendment No. 2 to the Collaborative Research Agreement (this
"Amendment") is dated and effective as of July 31, 1996 between Apollon, Inc.
("APOLLON") and The General Hospital Corporation ("GENERAL").
APOLLON and GENERAL are parties to a Collaborative Research Agreement dated
as of August 1, 1992, as amended on November 15, 1995 ("the Research
Agreement"), pursuant to which GENERAL agreed to conduct certain scientific
research in consideration of the payment of certain fees by APOLLON. Capitalized
terms used in this Amendment shall have the meanings ascribed to them in the
Research Agreement unless specifically defined herein. GENERAL and APOLLON now
wish to amend certain provisions of the Research Agreement, and in consideration
of the promises and agreements set forth herein, and for other good and valuable
consideration, GENERAL and APOLLON hereby agree as follows:
1. In accordance with paragraph 2.2 of the Research Agreement, the
Collaborative Research Project is hereby extended for one year, commencing on
August 1, 1996, to carry out research pursuant to the Research Plan that is
attached hereto, and is attached as Supplement A-1 to Appendix A of the Research
Agreement.
2. Pursuant to paragraph 2.5 of the Research Agreement, the grant and payment
schedule to support the extension described in paragraph 1 above shall be as
follows:
APOLLON agrees to provide GENERAL with a grant of One Hundred and
Eighty Six Thousand Dollars ($186,000), which includes all direct and
indirect costs for such year, such amount to be paid in equal quarterly
installments of Forty-Six Thousand Five Hundred Dollars ($46,500) on August
1, 1996, November 1, 1996, February 1, 1997 and May 1, 1997.
3. Paragraph 3.1 of the Research Agreement is hereby deleted and replaced in
its entirety with the following paragraph:
"3.1 This Agreement shall be effective as of the Effective Date and
shall, along with the research hereunder, terminate on July 31, 1997,
unless extended pursuant to paragraph 2.2 or unless terminated earlier.
The obligations and rights of the parties under paragraphs 2.3, 4, 5, 6, 7
and 8.1. shall survive the termination of this Agreement, except as
otherwise provided in paragraph 2.5."
4. Except as expressly modified hereby, the Research Agreement, as amended,
remains in full force and effect and shall govern and apply to all research
contemplated by this Agreement.
IN WITNESS THEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representative effective as of July 31, 1996.
THE GENERAL HOSPITAL APOLLON, INC
CORPORATION
(Federal Tax ID No. 042 697 983)
By:/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxxxx
_____________________________ ___________________________
Name: Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxxx
___________________________ _________________________
Title: Managing Director, Office Title: _______________________
of Technology Affairs
__________________________
Date: 11/6/96 Date: 11-15-96
___________________________ _________________________
