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EXHIBIT 10.20
LICENSE AGREEMENT
THIS AGREEMENT, effective as of June 1, 1994, ("Effective Date"), by and between
XXXXXX XXXXXXXXX UNIVERSITY ("TJU"), a not-for-profit corporation, formed under
the laws of the Commonwealth of Pennsylvania, and having its principal place of
business at 00xx xxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and
INTRACEL Corporation ("INTRACEL"), a corporation organized under the laws of the
Commonwealth of Massachusetts, and having its principal place of business at 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
WITNESSETH
WHEREAS, TJU is engaged in programs of research in the medical and
health fields, and its personnel have invented methods of intracellular
immunization ("the Invention");
WHEREAS, INTRACEL has filed U.S. Patent Application Serial No.
08/099,870, filed on July 30, 1993, entitled "Intracellular Immunization" ("the
Basic Application");
WHEREAS, INTRACEL is willing to transfer rights in the Basic Application
to TJU, pursuant to the terms of this Agreement;
WHEREAS, TJU has the right to grant the licenses set forth herein below;
WHEREAS, INTRACEL and TJU are parties to a research agreement dated
April 9, 1993, which is being extended concurrently with the execution of this
Agreement, under which INTRACEL is funding research at TJU in the laboratory of
Xx. Xxxxx Xxxxxxxxx related to the Invention ("the Research Agreement");
WHEREAS, INTRACEL does not now make or sell any products which embody
the Invention, but desires to do so;
WHEREAS, INTRACEL plans to have the capability to manufacture, market,
and distribute products embodying the Invention;
WHEREAS, INTRACEL desires to receive from TJU licenses to commercially
manufacture and sell products embodying the Invention and TJU is willing to
grant INTRACEL and its affiliates (as hereinafter defined) such licenses.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I - DEFINITIONS
1.01. The term "Patent Rights" shall mean the Basic Application and any
patent application filed on any invention made in the course of the Research
Agreement, and any divisions, continuations, continuations-in-part, or foreign
counterparts thereof, or any Letters Patent issuing thereon or reissue,
extension or reexamination thereof
1.02. The term "Valid Claim" shall mean a claim of an issued patent or
pending patent application within Patent Rights so long as such claim shall not
have been disclaimed by TJU or shall not have been held invalid in an unappealed
or unappealable decision rendered by a tribunal of proper jurisdiction. Any such
claim finally held invalid shall be considered canceled from the Patent Rights,
effective as of the date such claim is finally held invalid by a tribunal of
proper jurisdiction in an unappealable decision.
1.03. The term "Product(s)" shall mean products covered by a Valid Claim
in the country of use or sale, or any other products, the normal and customary
use of which, or the use of which pursuant to the associated labeling, are
employed in the performance of processes covered by a Valid Claim in the country
of use or sale, or as one or more claimed elements or claimed components in a
product covered by a Valid Claim in the country of use or sale.
1.04. The term "Affiliate(s)" as applied to INTRACEL shall mean any
individual or company, in whatever country organized, directly or indirectly,
controlling, controlled by, or under common control with INTRACEL. The term
control" means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract or otherwise .
1.05. The term "Net Sales Price" shall mean the gross billing price of
any Product, as invoiced to the customer, less:
a. invoice price credited or rebates on returns and allowances,
b. transportation and delivery charges or allowances,
c. customs, duties, and charges,
d. sales, use, excise, value-added and other taxes or other
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governmental charges measured by sales.
Transfer of a Product to an Affiliate for sale by the Affiliate to a customer
shall not be considered a sale; in the case of such a transfer, the Net Sales
Price shall be based on the gross billing price of the Product by the Affiliate
as invoiced to its customer.
1.06. The term "Agreement Year" shall mean the yearly period beginning
on the Effective Date and each succeeding year thereafter for the term of the
Agreement.
ARTICLE II - GRANT OF LICENSES
2.01. ABT hereby irrevocably transfers all rights, title, and interest
in the Basic Application to TJU, and agrees to execute all documents necessary
to perfect this transfer, including an assignment document to be recorded in the
U.S. Patent and Trademark Office. This paragraph shall survive termination of
this Agreement.
2.02. TJU hereby grants to INTRACEL an exclusive worldwide right and
license under Patent Rights to make, have made, use, and sell Products, and to
grant to the purchaser of Products the right to use such purchased Products in
accordance with Patent Rights. TJU retains the right to practice under Patent
Rights for its own research purposes.
2.03. TJU hereby grants to INTRACEL, subject to TJU's approval, the
right to grant sublicenses under Patent Rights to any parties, provided however
that such sublicenses are reduced to writing, contain provisions at least as
favorable to TJU as those contained in this Agreement, and are submitted to TJU
at least thirty (30) days in advance of signing for TJU's review and approval,
which shall not be unreasonably withheld. Regardless of the terms of such
sublicense, INTRACEL shall remain jointly and separately liable to TJU under the
present Agreement for all obligations, including royalties, under this Agreement
as if the sales of Products were made directly by INTRACEL under this Agreement.
2.04. The rights granted to INTRACEL hereunder are subject to any prior
rights which the U.S. Government (or any of its agencies) may have in or to the
Patent Rights, as a result of 35 U.S.C. 200 et seq. or otherwise.
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ARTICLE III - PAYMENTS
3.01. In consideration of the rights and licenses herein granted to it,
INTRACEL shall pay to TJU a royalty of two percent (2%) on the Net Sales Price
of Products sold by INTRACEL, its affiliates, or its sublicensees. Royalties on
sales of Products are payable by INTRACEL until the last patent under Patent
Rights, embodying a Valid Claim, expires in all jurisdictions where the Products
are made, used, or sold.
3.02. INTRACEL shall pay to TJU license fee payments of one hundred
thousand dollars ($100,000) per year, upon receiving from the Food and Drug
Administration ("FDA") a New Drug Approval ("NDA") to market a Product, and at
the beginning of each Agreement Year following such NDA, which shall be
creditable in full against running royalties payable pursuant to paragraph 3.01
for the respective Agreement Year.
ARTICLE IV - BOOKS OF ACCOUNTS AND REPORTS
4.01. INTRACEL shall keep and shall require its Affiliates and
sublicensees to keep complete and accurate records of the sales of each Product
and all data necessary for the computation of payments to be made to TJU
hereunder. TJU shall have the right to nominate an independent Certified Public
Accountant who shall have access to INTRACEL's records and those of its
Affiliates and sublicensees during reasonable business hours for the purpose of
verifying the payments made under this Agreement, but this right may not be
exercised more than once in any year, and the accountant shall disclose to TJU
only information relating to the accuracy of the payment report and the payments
made in accordance with this Agreement, and the reasons for any discrepancy.
4.02. Payments hereunder, when due, shall be made within thirty (30)
days of the end of each Agreement Year quarter for the sales of each Product
sold during that quarter. Such payments to TJU shall be accompanied by a
statement showing all sales of Products, including the total Net Sales Price of
the Products sold by INTRACEL, its Affiliates and its sublicensees, and such
other particulars as are necessary for the account of the payments to be made
pursuant to this Agreement. Payment of the amount due shall accompany such
statement.
4.03. All royalties hereunder shall be payable by INTRACEL to TJU in
United States dollars by check or checks to the order of "Xxxxxx Xxxxxxxxx
University".
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4.04. To the extent sales may have been made by INTRACEL in a foreign
country, such royalty payment shall be made in United States dollars on the
basis of conversion, from the currency of such foreign country, at the rate of
exchange quoted by New York Clearing House Banks for outbound telegraphic
transfers, on the last business day of the Agreement Year quarter when the sales
occurred, and shall be paid at the time and in the manner set forth above,
provided however, that royalties based on sales in any foreign country shall be
payable to TJU subject to the exchange rate and only after deducting for
exchange and all other charges due foreign governments, including withholding
taxes, arising from the origin and transmittal of such royalties, and further
provided that the foregoing is subject to the right of INTRACEL to make payment
of royalties in any country where the currency is blocked and where legal
conversions of the currency billed cannot be made into United States dollars by
depositing such royalty payments in TJU's name in a bank designated by TJU
within such country.
4.05. INTRACEL shall pay interest to TJU on overdue payments at the rate
of twelve percent (12%) per year.
ARTICLE V - FDA CLEARANCE
5.01. INTRACEL shall, at its own expense, obtain all necessary
clearances from governmental agencies to market each Product. Said request for
market clearance shall be filed with the necessary governmental agencies by
INTRACEL as soon as reasonably practical after a commercial embodiment of such
Product is developed by or for INTRACEL. TJU agrees to cooperate with INTRACEL
and to provide reasonable assistance where appropriate in obtaining any such
clearance. INTRACEL shall indemnify, defend, and hold harmless TJU, its
trustees, officers, staff and agents from any and all liability, judgments or
expenses arising from failure to obtain any such clearance or violation of any
governmental regulation related to the Product(s).
ARTICLE VI - PERFORMANCE
6.01. INTRACEL shall use its best efforts to develop and market
Products. At the end of each Agreement Year, INTRACEL shall provide TJU with a
written report detailing INTRACEL's efforts to develop and market Products
during that year.
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6.02. Concurrent with execution of this Agreement, INTRACEL and TJU
shall extend the Research Agreement for an additional two year period covering
the first two Agreement Years of this Agreement, under which INTRACEL shall
fund research at TJU in the laboratory of Xx. Xxxxx Xxxxxxxxx, related to the
Invention, at levels of at least four hundred thousand dollars ($400,000) per
year. Should the Research Agreement be terminated prior to the end of the second
Agreement Year of this Agreement, then INTRACEL shall pay to TJU a license fee
payment upon termination of the Research Agreement of fifty thousand dollars
($50,000), which shall be creditable in full against future royalties payable
pursuant to paragraph 3.01.
6.03. During each Agreement Year, beginning with the third, until an NDA
is received from the FDA approval to market a Product, if INTRACEL is not
conducting clinical trials of a Product during that Agreement Year, INTRACEL
shall either fund research at TJU in the laboratory of Xx. Xxxxx Xxxxxxxxx,
related to the Invention, at funding levels mutually agreeable to the parties,
or shall pay to TJU a license fee payment at the beginning of that Agreement
Year of fifty thousand dollars ($50,000) per year, which shall be creditable in
full against future royalties payable pursuant to paragraph 3.01.
ARTICLE VII - PATENT PROSECUTION AND LITIGATION
7.01. All reasonable costs, incurred prior to and after the Effective
Date of this Agreement relating to Patent Rights, including all costs incurred
by TJU relating to the preparation, filing and prosecution, issuance,
reissuance, reexamination, interference and maintenance shall be reimbursed by
INTRACEL. TJU shall endeavor to insure that all patent applications, office
actions, and responses to office actions concerning such Patent Rights shall be
provided to INTRACEL. TJU shall endeavor not to irrevocably alter the scope of
patent coverage within such Patent Rights without prior review by INTRACEL; any
such modification shall not, however, require the approval of INTRACEL and
INTRACEL shall not control the prosecution of the Patent Rights. In the event
INTRACEL wishes to relieve itself of any obligation to pay for the future
reasonable expenses of preparation, filing, prosecution, issuance, reissuance,
reexamination, interference or maintenance of any Patent Rights submitted to
INTRACEL by TJU under this paragraph, it may provide TJU with one-hundred and
twenty (120) days notice of such decision, whereupon TJU may assume such costs
and thereafter those Patent Rights for which INTRACEL elects not to cover patent
costs shall be the sole property of TJU and not be subject to the right and
licenses provided for in ARTICLE II. INTRACEL shall be responsible for all
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reasonable expenses incurred prior to, or as a result of irrevocable action
taken prior to, the effective date of such decision.
7.02. INTRACEL shall take all appropriate steps to ensure that, if
eligible, TJU will be able to obtain patent term extensions) pursuant to 35
U.S.C.156 et seq., as appropriate. INTRACEL shall keep TJU fully informed with
respect to its submissions to governmental authorities for regulatory review for
Products which may be eligible for patent term extension. INTRACEL acknowledges
that time is of the essence with respect to submission of the application for
patent term extension. INTRACEL shall send written notice to TJU within three
(3) business days of the date a Product receives permission under the provision
of the law under which the applicable regulatory review period occurred for
commercial marketing or use ("Approval Date"). INTRACEL shall provide all
necessary information in its possession and reasonable assistance in preparing
an application, if TJU is eligible, for patent term extension in compliance with
35 U.S.C. 156 et. seq. and any applicable governmental regulations within thirty
(30) days after Approval Date. INTRACEL agrees to cooperate fully with TJU in
preparing such application for patent term extension. If eligible, TJU shall
file, in their own name, such application for patent term extension. INTRACEL,
if requested, agrees to join in such application for patent term extension.
INTRACEL shall fully support such application and shall provide such information
as may reasonably be requested in support of the application by TJU or by the
government.
7.03. In the event either party becomes aware of a suspected
infringement of any patent under which INTRACEL is licensed hereunder, it shall
promptly notify the other party of such suspected infringement. The parties
shall commence discussions within ninety (90) days of said notification for the
purpose of jointly evaluating said suspected infringement and for the purpose of
determining what action shall be taken by the parties or either of them with
respect thereto. If no agreement is reached as to the existence or non-existence
of an infringement concerning any patent licensed to INTRACEL hereunder, the
question of the existence of a sufficient degree of infringement to justify the
institution of legal action shall be decided by an arbitrator who is an
independent patent attorney selected by mutual agreement who shall hear and
decide the question based only on oral argument lasting less than one day. The
parties shall equally share the arbitrator's expenses. If the arbitrator
concludes that the information and evidence then available are insufficient to
conclude that there is such infringement sufficient to justify institution of
legal action, no action shall be brought by either party unless and until newly
discovered evidence resulting in
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agreement between the parties or a contrary arbitrator's decision, is obtained.
7.04. In the event there is agreement as to the existence of an
infringement, or such is decided by the arbitrator, INTRACEL, in the first
instance, shall have the first right to take such actions, including
sublicensing or the institution of litigation, which it deems necessary in order
to xxxxx the infringement, and shall have the right to name TJU as a party
plaintiff, if necessary, to the maintenance of such action.
7.05. The parties recognize that the scope and/or validity of any TJU
patent under the Patent Rights involved in litigation is likely to be raised as
an issue by any actual or alleged infringer, and that an adverse decision
relating to that patent might significantly reduce the royalties due and payable
by INTRACEL under this Agreement. The parties further recognize that any
litigation enforcing that subject patent is likely to involve document
production, deposition testimony, discovery responses, and trial appearances by
TJU and/or its inventors and other personnel. Accordingly, in the event that
INTRACEL initiates and controls any litigation where the scope or validity of
any TJU patent licensed hereunder is in issue, INTRACEL agrees to reimburse TJU
for its reasonable expenses of every kind and character necessarily incurred by
TJU and its personnel in connection with the litigation, including reasonable
consultation fees for TJU's inventors and other personnel who are called to
provide deposition and/or trial testimony in connection with the litigation and
including TJU's reasonable legal expenses necessarily incurred in connection
with that litigation. In connection with such litigation, TJU may select their
own counsel to consult with lead trial counsel of INTRACEL's choice, to advise
TJU concerning the progress of the ongoing litigation and to otherwise represent
TJU and its personnel in connection with the litigation. INTRACEL shall also
reimburse TJU for such other reasonable expenses, including out-of-pocket
disbursements for travel, stenographers fees, photocopying, etc. as may be
necessarily incurred by TJU in connection with the litigation. In the event
INTRACEL institutes and controls any litigation involving any TJU patent
licensed hereunder, INTRACEL shall also hold TJU free, clear and harmless from
any and all damages which may be assessed against TJU on account of any
provision of the patent or antitrust laws, or otherwise, unless such damages
arise out of acts or omissions attributed solely to TJU, and in which INTRACEL
has not been found to be a joint tortfeasor, or if TJU has intentionally,
willfully or wantonly caused or contributed to the events on which said damages
are based.
7.06. If INTRACEL does not bring suit against the alleged infringer,
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according to the provisions of Paragraph 7.04, within one hundred twenty (120)
days after agreement concerning infringement is reached or the arbitrator so
decides, TJU shall have the right, but not the obligation, to take such action
as it deems appropriate to xxxxx the infringement, including bringing suit for
such infringement, joining INTRACEL as a party plaintiff, if necessary, to
maintain such action. Provided that TJU has first brought a lawsuit against the
alleged infringer to xxxxx the infringement, TJU shall be permitted to settle
the lawsuit by licensing the alleged infringer. In the event TJU licenses the
infringer, TJU shall share any amounts received from that license equally with
INTRACEL, after deductions of TJU's expenses in connection with such action.
a. In the event litigation is instituted by TJU, INTRACEL shall have the
right to be represented by counsel of its own selection, at its own expense and
shall be provided an opportunity to consult on all matters of significance
relating to the preparation and prosecution of the case for trial.
7.07. In any event, the party bringing or controlling the litigation
shall diligently prosecute the litigation. In the event either party is
dissatisfied with such litigation, consultation shall be had to determine
whether the control and/or costs of the litigation should be shared with or
transferred to the other party.
7.08. In the event that any such litigation is successful, and amounts
collected is a consequence thereof, such amounts shall be divided between TJU
and INTRACEL in accordance with the relative percentage of cost disbursed by
each party in connection therewith, except that if INTRACEL shall have expended
more than ninety-three (93%) of the litigation costs, INTRACEL shall first
receive full credit for all unreimbursed costs which it has expended, then and
thereafter TJU shall receive seven percent (7%) of the proceeds, if any, in
excess of such costs. In the event the litigation is settled, an amount shall be
deducted from the proceeds of that settlement sufficient to reimburse the
parties for all legal expenses and costs incurred and paid by the parties in
connection with such litigation, whereupon the remainder shall be divided
equally between the parties. If the settlement is insufficient to permit full
reimbursement of both parties' costs and expenses, the settlement shall be
divided between TJU and INTRACEL in accordance with the relative percentage of
costs and expenses disbursed by each party in connection with the litigation.
ARTICLE VIII - INDEMNIFICATION AND INSURANCE
8.01. INTRACEL hereby waives any claim against TJU and agrees to
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indemnify, defend, and hold harmless, TJU, its trustees, officers, staff and
agents from all liabilities, demands, damages, expenses and losses (including
attorneys' fees) arising out of, or in connection with this Agreement
(collectively the "Indemnified Losses"), including without limitation
Indemnified Losses resulting from any use, sale, or other disposition of
Products, and any claim that INTRACEL's use, sale, or other disposition of
Products infringes or violates any patent or other intellectual property rights.
The indemnification rights contained herein are in addition to all rights which
TJU may have at law, in equity, or otherwise.
8.02. Prior to the first human use of any Product, INTRACEL shall obtain
and maintain commercial general liability insurance, including commercial
liability, products liability, and completed operations insurance coverage in
the minimum amounts of five million dollars ($5,000,000) per loss, including
coverage for any and all prior acts arising from the sale of Products and
contractual liability coverage which, by virtue of the aforementioned
indemnification clause, makes the above identified indemnities named as
additional insureds under this coverage. Evidence of extended reporting period
coverage at original policy limits, if applicable, in the event either the
insured or insurer cancels must also be provided. A certificate of insurance
evidencing such coverage will be provided to TJU prior to the first human use of
Products.
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ARTICLE IX - DURATION AND TERMINATION
9.01. Unless sooner terminated as herein provided, this Agreement shall
continue in effect until the expiration of the last to expire patent of the
Patent Rights.
9.02. This Agreement and all rights and licenses granted hereunder to
INTRACEL may sooner be terminated, as follows:
a. By INTRACEL, at any time giving TJU one hundred twenty (120) days
advance written notice thereof, by paying all amounts due, including unpaid
license fees and minimum and earned royalties on the Products sold, prior to the
effective date of termination, and by thereafter ceasing to sell Products.
b. By TJU effective immediately on written notice to INTRACEL if
INTRACEL:
i. files or has filed against it a petition under the Federal Bankruptcy
Act, or
ii. makes an assignment for the benefit of creditors or has a receiver
appointed for it, or otherwise takes advantage of laws designed for the relief
of debtors, all to the extent permitted by the Bankruptcy Reform Act of 1978.
c. BY TJU upon written notice in the event INTRACEL shall fail to make
any royalty or other payment due hereunder, including any minimum royalty
payment, provided however that INTRACEL shall have sixty (60) days from said
notice to cure such default by making all such payments.
d. Should a party hereto fail to perform any material covenant of this
Agreement on its part to be performed, then upon written notice of such failure
from the other party, the party in breach or default shall have ninety (90) days
from the date of notice to correct the breach or default, and upon failure to do
so, the party not in breach or default may cancel and terminate this Agreement
upon written notice, unless this Agreement shall require other remedies.
ARTICLE X - MISCELLANEOUS
10.01. This Agreement constitutes the entire understanding between the
parties with respect to the obligations of the parties hereto, and supersedes
and
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replaces all prior agreements, understandings, writings and discussions between
the parties relating to the subject matter of this Agreement.
10.02. This Agreement may be amended and any of its terms or conditions
may be waived only by a written instrument executed by the parties or, in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect its right at a later time to enforce the same. No waiver by either
party of any condition or term in any one or more instances shall be construed
as a further or continuing waiver of such condition or term or of any other
condition or term.
10.03. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assignees. The term INTRACEL as used herein shall be deemed to include
its Affiliates unless the context clearly requires otherwise.
10.04. Any delays in or failure of performance by either party under
this Agreement shall not be considered a breach of this Agreement if and to the
extent caused by occurrences beyond the reasonable control of the party
affected, including but not limited to acts of God; acts, regulations or laws of
any government; strikes or other concerted acts of workers; fires; floods;
explosions; riots; illness; death; incapacity; disability; wars; rebellion and
sabotage; and any time for performance hereunder shall be extended by the actual
time of delay caused by such occurrence.
10.05. INTRACEL and TJU shall not use the name of the other or the
names of any of the other's staff members, employees or students or any
adaptation thereof in any advertising, promotional or sales literature to the
extent such use might imply a relationship between the parties or approval or
endorsement by TJU of any Product or method described in any such literature
without the prior written approval of the other party, which will not be
unreasonably withheld.
10.06. Any notice required or permitted to be given hereunder shall be
deemed sufficient if mailed by registered or certified mail (return receipt
requested) or delivered by hand to the party to whom such notice is required or
permitted to be given.
All notices to TJU shall be addressed as follows:
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XXXXXX XXXXXXXXX UNIVERSITY
OFFICE OF TECHNOLOGY TRANSFER
0000 XXXXXX XX.
XXXXXXXXXXXX, XX 00000
ATTENTION: DIRECTOR
AU notices to INTRACEL shall be addressed as follows:
INTRACEL CORPORATION
000 XXXXXXX XXXXXX
XXXXXXXXX, XX 00000
ATTENTION: PRESIDENT
10.07. INTRACEL and its sublicensees, if any, shall comply with all
Federal and foreign jurisdiction laws in respect of patent marking, if any, but
the selection, location and particulars of such marking shall be at INTRACEL's
discretion.
10.08. In the event of any unresolvable dispute, difference, or question
arising between the parties in connection with this Agreement or any clause or
the construction thereof, or the rights, duties or liabilities of either party,
or the scope or validity of any patent licensed hereunder, the matter shall be
submitted for arbitration in accordance with the Patent Arbitration Rules of the
American Arbitration Association. A single arbitrator shall be appointed by
agreement of the parties to resolve all such disputes, differences or questions.
The arbitrator shall be guided by the contents of this Agreement in arriving at
a decision to resolve the dispute, but may rely on extrinsic evidence where
appropriate and/or necessary. The parties shall share the cost of the
arbitration unless, in the arbitrator's opinion, the position advanced by one of
the parties, or the nature or manner of presenting it, is such that it would be
unfair to so apportion such expenses, in which case the arbitrator may apportion
such expenses differently. In cases where validity or scope of a patent is in
issue, either party shall have the right to elect to have the arbitration
conducted by three arbitrators, each party selecting one and those arbitrators
selecting the third.
10.09. This Agreement shall not be assignable by any party without the
others' written consent.
10.10. If any provisions of this Agreement are or become invalid, are
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ruled illegal by any court of competent jurisdiction or unenforceable under
current applicable law from time to time in effect during the term hereof, then
in that event, it is the intention of the parties that the remainder of this
Agreement shall not be affected thereby.
10.11. This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania.
THE PARTIES have duly executed this Agreement as of the date first above
written.
FOR TJU: FOR INTRACEL:
/s/ XXXXX X. XXXXXXXXX /s/ XXXXX X. XxXXXXXX
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XXXXX X. XXXXXXXXX, M.D. XXXXX X. XxXXXXXX
XXXX, COLLEGE OF GRADUATE STUDIES & PRESIDENT & CEO
VICE PRESIDENT FOR SPECIAL PROGRAMS
June 29, 1994 July 1, 1994
------------------------------- ------------------------------------
DATE DATE
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[INTRACEL LETTERHEAD]
January 24,1997
Xx. Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx University
Jefferson Medical College
329 D Jefferson Alumni Hall
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxxxx:
We would like to extend our April 9, 1993 Research Agreement (as amended by our
July 1, 1994 Letter Agreement) for a further period of two (2) years from July
15, 1996. The following terms and conditions apply to the current extension:
1. Within thirty (30) days of the date of this letter, Xxxxxx Xxxxxxxxx
University ("the University") and Intracel Corporation ("the Company")
will agree upon a written research protocol ("the Protocol") for the
period of this extended Agreement.
The work described in the Protocol shall be carried out by the University for
the Company, under your scientific control, provided the Protocol is given prior
approval and that on-going reviews by all appropriate and necessary authorities
are in accordance with all applicable laws and regulations. The University shall
obtain the aforesaid necessary or appropriate written evidence of all requisite
review and approval, including that of the Institutional Animal Care and Use
Committee (IACUC) and the Institutional Biosafety and Institutional Review Board
(IRB). The Protocol may be amended from time to time upon written agreement of
the parties hereto and with the written approval of any authority that is
required to approve the amendment.
2. In consideration of your performance of the Protocol, the Company shall
pay the University $800,000 in accordance with Appendix B attached to
this Letter Agreement. Payments are subject to the submission of
satisfactory progress reports as specified in the following Paragraph 3.
3. The University shall submit to the Company written progress reports at
the end of each quarter detailing the progress made during the quarter
and any resulting amendments or alterations required to the Protocol.
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4. All inventions made by the University in performing the Protocol shall
be subject to the License Agreement between the University and the
Company dated June 1, 1994.
5. Subject to Paragraph 6 hereof, results of the Protocol may be published
to the scientific community provided that the Company's patent rights
and/or patenting opportunities set forth in Paragraph 4 are not
compromised and the Company is allowed to review and suggest revisions
to any proposed publication for sixty (60) days prior to submission for
publication.
6. The University and the Company agree to maintain in confidence for a
period of three (3) years from the date of termination of this Agreement
all confidential information received from the other party. Such
obligation of confidentiality shall not apply to any information which,
at the time of disclosure, was in the possession of the receiving party,
was generally available to the public or thereafter becomes generally
available to the public through a source other than the receiving party,
was rightfully obtained from a third party, or was developed by or for
the receiving party independent of any disclosure under this Agreement.
In addition to the above exclusions, the receiving party shall have the
right to disclose the disclosing party's confidential information, if
the receiving party is required to do so by the order of any
governmental authority or by final judicial order.
7. The Company agrees to indemnify, defend, and hold harmless, the
University, its trustees, officers, staff and agents from all
liabilities, demands, damages, expenses and losses which do not arise
from the negligence of the University in the performance of the
Protocol. This paragraph shall apply with the proviso that the
University promptly notifies the Company in writing after the University
receives notice of any claim and the University fully cooperates with
the Company in the defense of any such claim.
8. Neither party will employ or use the name of the other party or its
employees in any form for public distribution without the prior written
consent of the other party.
9. The University shall at all times during the performance of this
Agreement be and remain an independent contractor and not an employee,
agent or joint venturer of or with the Company.
10. This Agreement is not assignable by either party except that the Company
may assign this Agreement to its affiliates without the prior consent of
the University.
2
17
11. Either party may terminate this Agreement upon ninety (90) days written
notice to the other party if:
(a) Xx. Xxxxx Xxxxxxxxx is unable or unwilling to continue as the
Principal Investigator; or
(b) In the opinion of either party, based upon a reasonable
interpretation of results of studies performed in carrying out
the Protocol, a clinically effective anti-HIV product cannot be
developed in a timely fashion.
In the event of cancellation of this Agreement pursuant to Paragraph 11, the
University shall be paid for uncancellable obligations properly incurred in
accordance with the Budget and Payment Schedule prior to the date of any notice
of termination. In the event of cancellation, the University shall promptly
transfer to the Company all ongoing experiments data and copies of data
generated under this Agreement.
12. The validity and interpretation of this Agreement shall be governed by
the laws of the State of Washington.
13. This Agreement constitutes the entire understanding between the parties
with respect to their obligations hereto. This Agreement supersedes all
prior understandings among the parties, written and oral, and may not be
modified except by written amendment executed by the parties.
14. Any and all notices required to be provided under this Agreement shall
be sent to the addresses below, unless otherwise previously indicated in
writing by either of the parties:
To the University: Associate Xxxx of Scientific Affairs
Jefferson Medical College
0000 Xxxxxx Xxxxxx, X-0 XXX
Xxxxxxxxxxxx, XX 00000
To the Company: Xxxxx X. XxXxxxxx
Chairman & CEO
Intracel Corporation
0000 X.X. Xxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
3
18
If the terms are satisfactory, please sign both copies and return them at your
earliest convenience. A fully executed copy will be returned to you.
Sincerely,
[SIG]
Xxxxxxx X. Xxxx
Chief Financial Officer
On Behalf of:
Xxxxx X. XxXxxxxx
Chairman & CEO
ACCEPTED FOR THE COMPANY ACCEPTED FOR THE UNIVERSITY
By /s/ XXXXXXX X. XXXX By /s/ XXXXXX XXXXXXXX
------------------------------- -------------------------------
Xxxxxxx X. Xxxx
Title: Chief Financial Officer
On Behalf of:
Xxxxx X. XxXxxxxx Xxxxxx Xxxxxxxx
Title: Chairman & CEO Title: MANAGER, RESEARCH ADM
---------------------------
Dated: January 24, 1997 Dated: 2/10/97
------------------------------- ---------------------------
[SIG]
4
19
[INTRACEL LETTERHEAD]
January 31, 1997
Xx. Xx Xxxx
Laboratory Coordinator
Division of Infectious Diseases
Xxxxxx Xxxxxxxxx University
329D Jefferson Alumni Hall
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxx:
Pursuant to our discussions, and in the interest of continuing our mutually
beneficial arrangements, Intracel Corporation herein proposes an arrangement to
supplement the Letter Agreement dated January 27,1997.
Specifically, in order to cover certain outside expenses associated with the
joint programs currently underway, Intracel agrees to assume the liability of
currently outstanding invoices due to Magenta Corporation by Xxxxxx Xxxxxxxxx
University for an amount not to exceed $156,025.
While this commitment by Intracel to the Magenta Corporation work is herein
limited, all three of the parties referenced recognize that the reasonable
cooperation of the parties is required. Further commitments can be reached by
additional Letter Agreements.
Sincerely yours,
/s/ XXXXX X. XxXXXXXX
-----------------------------
Xxxxx X. XxXxxxxx
Chairman & CEO
Accepted & Agreed by Accepted & Agreed by
Intracel Corporation Xxxxxx Xxxxxxxxx University
By: XXXXX X. XxXXXXXX By: /s/ XXXXX X. XXXXXXXXX
------------------------------- -------------------------------
Xxxxx X. XxXxxxxx
Chairman & CEO
Dated: January 31, 1997 Dated: 1/31/97
20
[INTRACEL LETTERHEAD]
July 15, 1996
Xx. Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx University
Jefferson Medical College
329 D Jefferson Alumni Hall
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxxxx:
We would like to extend our April 9, 1993 Research Agreement (as amended by our
July 1, 1994 letter agreement) for a further period of two (2) years from July
15, 1996 on the following terms and conditions:
1. Within thirty (30) days of the date of this letter, Xxxxxx Xxxxxxxxx
University ("the University") and Intracel Corporation ("the Company") will
agree upon a written research protocol ("the Protocol") for the period of this
extended agreement.
The work described in the Protocol shall be carried out by the University for
the Company, under your scientific control, provided the Protocol is given prior
approval and that on-going reviews by all appropriate and necessary authorities
are in accordance with all applicable laws and regulations. The University shall
obtain the aforesaid necessary or appropriate written evidence of all requisite
review and approval, including that of the Institutional Animal Care and Use
Committee (IACUC) and the Institutional Biosafety and Institutional Review Board
(IRB). The Protocol may be amended from time to time upon written agreement of
the parties hereto and with the written approval of any authority that is
required to approve the amendment.
2. In consideration of your performance of the Protocol, the Company shall pay
the University $800,000 in accordance with Appendix B attached to this letter
agreement. Payments are subject to the submission of satisfactory progress
reports as specified in the following Paragraph 3.
3. The University shall submit to the Company written progress reports at the
end of each quarter detailing the progress made during the quarter and any
resulting amendments or alterations required to the Protocol.
4. All inventions made by the University in performing the Protocol shall be
subject to the License Agreement between the University and the Company dated
June 1, 1994.
5. Subject to Paragraph 6 hereof, results of the Protocol may be published to
the scientific community provided that the Company's patent rights and/or
patenting opportunities set forth in Paragraph 4 are not compromised and the
Company is allowed to review and suggest revisions to any proposed publication
for sixty days (60) prior to submission for publication.
21
6. The University and the Company agree to maintain in confidence for a period
of three (3) years from the date of termination of this Agreement all
confidential information received from the other party. Such obligation of
confidentiality shall not apply to any information which, at the time of
disclosure, was in the possession of the receiving party, was generally
available to the public or thereafter becomes generally available to the public
through a source other than the receiving party, was rightfully obtained from a
third party, or was developed by or for the receiving party independent of any
disclosure under this Agreement. In addition to the above exclusions, the
receiving party shall have the right to disclose the disclosing party's
confidential information, if the receiving party is required to do so by the
order of any governmental authority or by final judicial order.
7. The Company agrees to indemnify, defend, and hold harmless, the University,
its trustees, officers, staff and agents from all liabilities, demands, damages,
expenses and losses which do not arise from the negligence of the University in
the performance of the Protocol. This paragraph shall apply with the proviso
that the University promptly notifies the Company in writing after the
University receives notice of any claim and the University fully cooperates with
the Company in the defense of any such claim.
8. Neither party will employ or use the name of the other party or its employees
in any form for public distribution without the prior written consent of the
other party.
9. The University shall at all times during the performance of this Agreement be
and remain an independent contractor and not an employee, agent or joint
venturer of or with the Company.
10. This Agreement is not assignable by either party except that the Company may
assign this agreement to its affiliates without the prior consent of the
University.
11. Either party may terminate this Agreement upon ninety (90) days written
notice to the other party if:
(a) Xx. Xxxxx Xxxxxxxxx is unable or unwilling to continue as the
Principal Investigator; or
(b) In the opinion of either party, based upon a reasonable
interpretation of results of studies performed in carrying out
the Protocol, a clinically effective anti-HIV product cannot be
developed in a timely fashion.
In the event of a cancellation of this Agreement pursuant to Paragraph 11, the
University shall be paid for uncancellable obligations properly incurred in
accordance with the Budget and Payment Schedule prior to the date of any notice
of termination. In the event of cancellation, the University shall promptly
transfer to the Company all ongoing experiments data and copies of data
generated under this Agreement.
12. The validity and interpretation of this Agreement shall be governed by the
laws of the Commonwealth of Massachusetts.
22
13. This Agreement constitutes the entire understanding between the parties
with respect to their obligations hereto. This Agreement supersedes all prior
understandings among the parties, written and oral, and may not be modified
except by written amendment executed by the parties.
14. Any and all notices required to be provided under this Agreement shall be
sent to the addresses below, unless otherwise previously indicated in writing
by either of the parties:
To the University: Xxxxxx X. Xxxxxxx, Ph.D.
Associate Xxxx of Scientific Affairs
Jefferson Medical College
0000 Xxxxxx Xxxxxx, X-0 XXX
Xxxxxxxxxxxx, XX 00000
To the Company: Xxxxx X. XxXxxxxx
President and Chief Executive Officer
Intracel Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
If the terms are satisfactory, please sign both copies and return them at your
earliest convenience. A fully executed copy will be returned to you.
Sincerely,
Xxxxx X. XxXxxxxx
President & CEO
ACCEPTED FOR THE COMPANY ACCEPTED FOR THE UNIVERSITY
By: /s/ XXXXX X. XXXXXXXX By:
--------------------------- -------------------------
Xxxxx X. XxXxxxxx
Title: President & CEO Title:
----------------------
Date: July 15, 1996 Date:
------------------------ ----------------------
23
[INTRACEL LETTERHEAD]
July 1, 1994
Xx. Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx University
Jefferson Medical College
329 D Jefferson Alumni Hall
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxxxx:
We would like to extend our April 9, 1993 Research Agreement for a period of
two (2) years from July 15, 1994 on the following terms and conditions:
1. Within thirty (30) days of the date of this letter, Xxxxxx Xxxxxxxxx
University ("the University") and Intracel Corporation ("the Company") will
agree upon a written research protocol ("the Protocol") for the period of this
extended agreement.
The work described in the Protocol shall be carried out by the University for
the Company, under your scientific control, provided the Protocol is given prior
approval and that on-going reviews by all appropriate and necessary authorities
are in accordance with all applicable laws and regulations. The University
shall obtain the aforesaid necessary or appropriate written evidence of all
requisite review and approval, including that of the Institutional Animal Care
and Use Committee (IACUC) and the Institutional Biosafety and Institutional
Review Board (IRB). The Protocol may be amended from time to time upon written
agreement of the parties hereto and with the written approval of any authority
that is required to approve the amendment.
2. In consideration of your performance of the Protocol, the Company shall
pay the University $800,000 in accordance with Appendix B attached to this
letter agreement. Payments are subject to the submission of satisfactory
progress reports as specified in the following Paragraph 3.
3. The University shall submit to the Company written progress reports at the
end of each quarter detailing the progress made during the quarter and any
resulting amendments or alterations required to the Protocol.
4. All inventions made by the University in performing the Protocol shall be
subject to the License Agreement between the University and the Company dated
June 1, 1994.
5. Subject to Paragraph 6 hereof, results of the Protocol may be published
to the scientific community provided that the Company's patent rights and/or
patenting opportunities set forth in Paragraph 4 are not compromised and the
Company is allowed to review and suggest revisions to any proposed publication
for sixty days (60) prior to submission for publication.
24
6. The University and Company agrees to maintain in confidence for a period of
three (3) years from the date of termination of this Agreement all confidential
information received from the other party of this Agreement. Such obligation of
confidentiality shall not apply to any information which, at the time of
disclosure, was in the possession of the receiving party, was generally
available to the public or thereafter becomes generally available to the public
through a source other than the receiving party, was rightfully obtained from a
third party, or was developed by or for the receiving party independent of any
disclosure under this Agreement. In addition to the above exclusions, the
receiving party shall have the right to disclose the disclosing party's
confidential information, if the receiving party is required to do so by the
order of any governmental authority or by final judicial order.
7. The Company agrees to indemnify, defend, and hold harmless, the University,
its trustees, officers, staff and agents from all liabilities, demands, damages,
expenses and losses which do not arise from the negligence of the University in
the performance of the Protocol. This paragraph shall apply with the proviso
that the University promptly notifies the Company in writing after the
University receives notice of any claim and the University fully cooperates with
the Company in the defense of any such claim.
8. Neither party will employ or use the name of the other party or its
employees in any form for public distribution without the prior written consent
of the other party.
9. The University shall at all times during the performance of this Agreement
be and remain an independent contractor and not an employee, agent or joint
venturer of or with the Company.
10. This Agreement is not assignable by either party except that the Company
may assign this agreement to its affiliates without the prior consent of the
University.
11. Either party may terminate this Agreement upon ninety (90) days written
notice to the other party if:
(a) Xx. Xxxxx Xxxxxxxxx is unable or unwilling to continue as the
Principal Investigator; or
(b) In the opinion of either party, based upon a reasonable
interpretation of results performed in carrying out the Protocol, a
clinically effective anti-HIV product cannot be developed in a timely
fashion.
In the event of a cancellation of this Agreement pursuant to Paragraph 11, the
University shall be paid for uncancellable obligations properly incurred in
accordance with the Budget and Payment Schedule prior to the date of any notice
of termination. In the event of cancellation, the University shall promptly
transfer to the Company all ongoing experiments data and copies of data
generated under this Agreement.
12. The validity and interpretation of this Agreement shall be governed by the
laws of the Commonwealth of Massachusetts.
13. This Agreement constitutes the entire understanding between the parties
with respect to their obligations hereto. This Agreement supersedes all prior
2
25
understandings among the parties, written and oral, and may not be modified
except by written amendment executed by the parties.
14. Any and all notices required to be provided under this Agreement shall be
sent to the addresses below, unless otherwise previously indicated in writing
by either of the parties:
To the University: Xxxxxx X. Xxxxxxx, Ph.D.
Associate Xxxx of Scientific Affairs
Jefferson Medical College
0000 Xxxxxx Xxxxxx, X-0 XXX
Xxxxxxxxxxxx, XX 00000
To the Company: Xxxxx X. XxXxxxxx
President and Chief Executive Officer
Intracel Corporation
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
If the terms are satisfactory, please sign both copies and return them at your
earliest convenience. A fully executed copy will be returned to you.
Sincerely,
/s/ XXXXX X. XXXXXXXX
---------------------
Xxxxx X. XxXxxxxx
President & CEO
ACCEPTED FOR THE COMPANY ACCEPTED FOR THE UNIVERSITY
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXXX
--------------------- ----------------------------
Title: Xxxxx X. XxXxxxxx Title: Xxxxxx X. Xxxxxxx, Ph.D.
Associate Xxxx of Scientific Affairs
Date: 7/6/1994 Date: 7/25/94
3
26
[AMERICAN BIO-TECHNOLOGIES, INC. LETTERHEAD]
April 9, 1993
Xx. Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx University
Jefferson Medical College
329 D Jefferson Alumni Hall
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxxxx,
This letter of Agreement confirms our mutual interests and understandings with
respect to a research project initiated by American Bio-Technologies, Inc. and
entitled INTRACEL, the scope of which is outlined in the attached research
protocol ("the Protocol").
1. The work described in the Protocol (the Study) shall be carried out by Xxxxxx
Xxxxxxxxx University (University) for American Bio-Technologies, Inc. (Company),
under your scientific control, provided the Protocol is given prior approval and
that on-going reviews by all appropriate and necessary authorities are in
accordance with all applicable laws and regulations. The University shall obtain
the aforesaid necessary or appropriate written evidence of all requisite review
and approval, including that of the Institutional Animal Care and Use Committee
(IACUC), Institutional Biosafety and Institutional Review Board (IRB). The
Protocol may be amended from time to time upon written agreement of the parties
hereto and with the written approval of the authority that is required to
approve the amendment.
2. This study shall begin upon receipt by ABT of satisfactory in vitro data from
your laboratory and shall not extend beyond 12 months unless agreed to in
writing by the parties hereto.
5. In consideration of performance of the Study, the Company shall pay the
University in accordance with the attached Budget (Appendix A) an amount not to
exceed $222,750. Payments are subject to the submission of satisfactory reports
as specified in Paragraph 4 and should be made payable to Xxxxxx Xxxxxxxxx
University.
4. The University shall furnish the Company reports resulting from the Study as
specified in the Protocol. The University shall also provide the Company
periodic reports concerning the Study.
5. Should any invention be made arising out of the Study by an employee of the
University beyond the immediate scope of this Agreement and the Protocol, the
University as assignee pursuant to its Patent Policy, will offer the Company
first opportunity to enter into an exclusive license agreement to practice such
invention. The terms of the license shall be established by negotiation, but in
any case shall be royalty bearing and shall be for the life of the patent and
shall be on terms no less favorable to the Company than terms offered then or
thereafter to other licensees for other comparable technologies.
27
2
6. Subject to Section 7 hereof, results of the Study may be published to the
scientific community provided that the Company's patent rights and/or patenting
opportunities set forth in Paragraph 5 are not compromised and the Company is
allowed to review and suggest revisions to any proposed publication for sixty
days (60) prior to submission for publication.
7. The University agrees to maintain in confidence for a period of three (3)
years from the date of termination of this Agreement all confidential
information received from the company or developed under the terms of this
Agreement. Such obligation of confidentiality shall not apply to any information
which, at the time of disclosure, was in the possession of the University, was
generally available to the public or thereafter becomes generally available to
the public through a source other than the University, was rightfully obtained
from a third party, or was developed by or for the University independent of any
disclosure under this Agreement. In addition to the above exclusions, the
University shall have the right to disclose the Company's confidential
information, if the University is required to do so by the order of any
governmental authority or by final judicial order.
8. The Company agrees to indemnify, defend, and hold harmless, the University,
its trustees, officers, staff and agents from all liabilities, demands, damages,
expenses and losses arising out of, or in connection with Study except to the
extent that such liabilities, demands, damages, expenses and losses arise from
the negligence of the University. This paragraph shall apply with the proviso
that (a) the University promptly notifies the Company in writing after the
University receives notice of any claim and (b) the University fully cooperates
with the Company in the defense of any such claim.
9. Neither party shall employ or use the name of the other party or its
employees in any form for public distribution without prior written consent.
10. The University shall at all times during the performance of this Agreement
be and remain as an independent contractor and not as an employee, agent, or
joint venturer of or with the Company.
11. This Agreement is not assignable by either party except that the Company may
assign this agreement to its affiliates without prior consent of the University.
12. The party may terminate this Agreement upon ninety (90) days written notice
to the other party. The University shall be paid for uncancellable obligations
properly incurred in accordance with the Budget and Payment Schedule prior to
the date of notice of termination. In the event of cancellation, the University
shall promptly transfer to the Company all ongoing experiments data and copies
of data generated under this Agreement.
13. The validity and interpretation of this Agreement shall be governed by the
laws of the Commonwealth of Massachusetts.
14. This Agreement constitutes the entire understanding between the parties with
respect to their obligations hereto. This Agreement supersedes all prior
understandings among the parties, written and oral, and may not be modified
except by written amendment executed by the parties.
15. Any and all notices required to be provided under this Agreement shall be
sent to the addresses below, unless otherwise previously indicated in writing by
either of the parties:
To the University,: Xxxxxx X. Xxxxxxx, Ph.D.
Associate Xxxx of Scientific Affairs
Jefferson Medical College
0000 Xxxxxx Xxxxxx, X-0 XXX
Xxxxxxxxxxxx, XX 00000
28
To the Company: American Bio-Technologies, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
If the terms are satisfactory, please sign both copies and return them at your
earliest convenience. A fully executed copy will be returned to you.
Sincerely
/s/ XXXXX X. XX XXXXXX
Xxxxx X. XxXxxxxx
President
ACCEPTED FOR THE COMPANY ACCEPTED FOR THE UNIVERSITY
By:/s/ XXXXX X. XX XXXXXX By: /s/ XXXXXX X. XXXXXXX
------------------------------- ------------------------------------
XXXXXX X. XXXXXXX, PH.D.
ASSOCIATE XXXX OF SCIENTIFIC AFFAIRS
Title: Xxxxx X. XxXxxxxx Title:
------------------------------- ---------------------------------
Date: April 9, 1993 Date: 4/12/93
----------------------------------
29
REVISED February 7, 1997
APPENDIX B: PAYMENT SCHEDULE, YEARS 3-4
YEAR 3 (JULY 15, 1996-JULY 14, 1997)
Date Quarter Direct Costs Indirect Costs
9/30/96 Quarter 1 $ 67,340.00 $ 0.00*
12/31/96 Quarter 2 $ 67,340.00 $ 0.00**
3/31/97 Quarter 3 $ 67,340.00 $ 65,320.00
6/30/97 Quarter 4 $ 67,340.00 $ 65,320.00
----------- -------------
TOTAL $269,360.00 $130,640.00
* Paid
** $16,150 Paid
YEAR 4 (JULY 15, 1997-JULY 14, 1998)
Date Quarter Direct Costs Indirect Costs
9/30/96 Quarter 1 $ 67,340.00 $ 0.00*
12/31/98 Quarter 2 $ 67,340.00 $ 0.00**
3/31/98 Quarter 3 $ 67,340.00 $ 65,320.00
6/30/98 Quarter 4 $ 67,340.00 $ 65,320.00
----------- -------------
TOTAL $269,360.00 $130,640.00
For Intracel Corporation For Xxxxxx Xxxxxxxxx University
/s/ XXXXXXX X. XXXX /s/ XXXXX X. XXXXXXXXX
--------------------------------- ------------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxxxxx, M.D.
Title: Chief Financial Officer Title: Professor of Medicine, Chief,
Division of Infectious Diseases,
Director, Center for Human Virology
00
XXXXXXXX X
BUDGET AND PAYMENT SCHEDULE
Year 2 (July 15, 1994 - July 14, 1995)
Direct Costs Indirect Costs
Quarter 1 $67,350 $ 0
Quarter 2 $67,350 $ 0
Quarter 3 $67,350 $65,300
Quarter 4 $67,350 $65,300
Year 3 (July 15, 1995 - July 14, 1996)
Direct Costs Indirect Costs
Quarter 1 $67,350 $ 0
Quarter 2 $67,350 $ 0
Quarter 3 $67,350 $65,300
Quarter 4 $67,350 $65,300
31
APPENDIX A
INTRACEL BUDGET AND PAYMENT SCHEDULE
Direct Indirect
Quarter 1 $37,500 $ 0
Quarter 2 $37,500 $ 0
Quarter 3 $37,500 $36,375
Quarter 4 $37,500 $36,375
Above-mentioned quarterly payments shall be made in advance on or about
the first day of each quarter with the first payment being made on the
initiation of the study as provided in Section 2 of the letter of Agreement.
