SPONSORED RESEARCH AGREEMENT
Exhibit 10.6
THIS AGREEMENT, effective this 15 day of May
2006, by and between Apro Bio Pharmaceutical Corporation, a Utah Corporation,
having a principal office at 0000 Xxxxxxx Xxxxx Xxxx. Xxxx Xxxx Xxxx, Xxxx 00000
(hereinafter referred to as "Sponsor"), and THE REGENTS OF THE UNIVERSITY OF
COLORADO, a body corporate, contracting for and on behalf of the University of
Colorado at Denver and Health Sciences Center, a public educational institution
of the State of Colorado (hereinafter referred to as "University").
WITNESSETH:
WHEREAS, the Sponsor. simultaneously with this
Agreement, has executed an Exclusive License Agreement with the Regents of the
University of Colorado for certain Patent Rights to be exploited in the field of
use relative to the scope of work described in the attached Appendix A of this Agreement
(the "License Agreement")
WHEREAS, the Sponsor desires research services
in accordance with the scope of work described in the attached Appendix A of this Agreement;
and
WHEREAS, the performance of such research
services is consistent and compatible with and beneficial to the academic role
and mission of the University as an
institution of
higher education.
NOW THEREFORE, in consideration of the mutual
premises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto expressly agree as follows:
Article
1 - Definitions
For purposes of
this Agreement, the following terms shall have the following
meanings:
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1.1
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"Project"
shall mean the research services to be performed under this Agreement
as described
in Appendix A
hereof, under the direction and supervision of University's
Principal Investigator (hereinafter called the
"PI").
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1.2
|
"Equipment"
is defined as any tangible item of property with a unit cost of $5,000
or more and
an expected useful life of one year or
more.
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1.3
|
"University
Intellectual Property" shall mean individually and collectively all
inventions,
improvements, and discoveries, which are conceived and/or made in the
performance of Project solely by one or more University
personnel.
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1.4
|
The term
"Know-how" shall mean all unpatented and unpatentable technical
information,
trade secrets, devices, models, things, know-how, methods, documents,
materials, and all other confidential information related to the Project
which was developed by the Pl.
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Page 1 of
17
Article
2 - Research work
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2.1
|
University
will use its reasonable best efforts to conduct the Project in
accordance
with the terms and conditions of this Agreement, and will furnish the
facilities necessary to carry out the
Project.
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|
2.2
|
The Project
will be carried out under the direction and supervision of Xxxxxx Xxxxxxx, M. D., the
University designated Pl.
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2.3
|
University
does not guarantee specific results, and the Project will be conducted
only on
reasonable best efforts basis.
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2.4
|
University
will keep accurate financial and scientific records relating to the
Project and
will make records available to Sponsor or its authorized representative
throughout the Term of the Agreement during normal business hours upon
reasonable notice.
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Article
3 - Agreement Duration
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3.1
|
This
agreement shall become effective on April 17 , 2006 and shall terminate on
April 16.
2009, unless a subsequent time extension, supplement, addition,
continuation or renewal is mutually agreed upon in writing between the
parties.
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Article
4 - Compensation
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4.1
|
This is a
fixed price Agreement. As consideration for the performance by
University of
its obligations under this Agreement, and subject to Paragraphs 4.2, 4.3
and 16.1, Sponsor agrees to pay University a fixed-price total of One
million Ninety Seven
Thousand Four Hundred Sixty Dollars, ($1,097,460) Dollars,
($1,097,460) in
accordance with the budget described in the attached Appendix A of this Agreement.
Sponsor shall remit not less than Eighty Thousand Dollars ($80,000) of the
total contract price within seven (7) days after the execution by both
parties of this Agreement. The remaining amount of the contract price due
under this Agreement shall be paid in increments upon receipt of invoices
from University issued as prescribed in Appendix B for the
duration of the period of performance. Invoices are due and payable within
thirty (30) days.
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4.2
|
If this
Agreement is terminated for any reason by Sponsor under Paragraph
16.1, Sponsor
shall, up to a maximum of the amount stated in Paragraph 4.1 hereof,
reimburse University for the total actual and reasonable costs incurred by
University for the Project through the date of termination, including
those costs necessary to implement the early termination of this Agreement
and costs incurred by University as a result of non-cancelable obligations
which may extend beyond the date of such
termination.
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Page 2 of
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4.3
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If this
Agreement is terminated for any reason by University under Paragraph
16.1, Sponsor
shall, subject to the provision hereafter and Xxxxxxxxx 0, xxxxxxxxx
University for those actual and reasonable costs in Appendix A incurred by
University for the Project through the date of termination; provided that
in no event shall such costs exceed the amount stated in Paragraph 4.1
hereof and such costs shall not include any charges or expenses incurred
to implement the early termination or as a result of non-cancelable
obligations of the University which may extend beyond the date of such
termination.
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4.4
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All payment
checks shall be made payable to University of Colorado Health Sciences
Center. The Tax I.D.
Number is 00-0000000. All payment checks shall be forwarded to the
following address:
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University of
Colorado at Denver and Health Sciences Center
Grants and
Contracts, #0604-108-LS
F428, X.X. Xxx
000
Xxxxxx, Xxxxxxxx
00000-0000
Article
5 - Reporting Requirements
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5.1
|
University will provide reports on the progress of Project in
accordance with the following schedule:
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|
Progress
reports
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Six
months from effective date of this Agreement and annually
thereafter.
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Final
report
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Within 90
days of the termination of this
Agreement
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Article
5 - Reporting Requirements
|
5.1
|
The progress reports will indicate the work completed, the work to be performed during the next reporting period, any problems encountered and the proposed solution for each problem. The PI shall meet with the Sponsor at the University from time to time during the course of the Project to review progress and future activities. |
Article
6 - Publications and Academic Rights
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6.1
|
Sponsor
recognizes that because University is a public institution of higher
education and
engages only in research that is compatible with its academic role and
mission, the results of University research must be publishable. Sponsor
agrees that University personnel engaged in Project shall be permitted to
present at symposia, national or regional professional meetings, and to
publish in journals, theses or dissertations, or otherwise of their own
choosing, methods and results of Project, provided, however, that Sponsor
shall have been furnished copies of any proposed publication to a journal,
editor, or other third party not less than thirty days prior to the
submission of such proposed
publication.
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6.2
|
University
shall own all right, title and interest in and to any and all copyrights
or copyrightable
material, including software programs, first produced, composed, or fixed
in any tangible medium of expression in the performance of work under this
Agreement, and University shall have the sole right to determine the
disposition of all or any thereof.
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Article
7 - Confidential Information
|
7.1.
|
The parties
may wish, from time to time, in connection with work contemplated under
this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to
prevent the disclosure of
the other party's Confidential Information to third parties for a period
of five (5) years from receipt thereof, provided that the recipient
party's obligation hereunder shall not apply to information
that:
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|
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a.
|
is not
disclosed in writing or reduced to writing and so marked with an
appropriate confidentiality legend within thirty (30) days of
disclosure;
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b.
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is already in
recipient party's possession at the time of disclosure
thereof;
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c.
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is or later
becomes part of the public domain through no fault of recipient
party;
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d.
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is received
from a third party having no obligations of confidentiality to disclosing
party;
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e.
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is
independently developed by the recipient party;
or
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f.
|
is required
by law or regulation to be
disclosed.
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7.2
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In the event
that information is required to be disclosed pursuant to subsection
(f), the
party required to make disclosure shall notify the other to allow that
party to assert whatever exclusions or exemptions may be available to it
under such law or regulation.
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7.3
|
Confidential
Information shall be clearly marked by the disclosing party with the
legend,
"CONFIDENTIAL INFORMATION" or another appropriate proprietary legend. If
disclosed orally, the employee(s) making the disclosure shall be
responsible for clearly informing the recipient's employee(s), in writing
within thirty (30) days, of the confidentiality of the information
disclosed.
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Article
8 — Patents, Improvements and Inventions
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8.1
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Unless
otherwise agreed to between the parties in the License Agreement
between
University and Sponsor dated April , 2006 ("License Agreement"), which
agreement and its terms and conditions shall supercede any provisions to
the contrary herein, all rights and title to University Intellectual
Property and Know-How under Project shall belong to University which shall
have the right, if it so chooses, to proceed at its expense to obtain
patent protection to all inventions and discoveries arising
therefrom.
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8.2
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In the event
that University develops any improvements to the inventions claimed
in the Patent
Rights or to any other preexisting patent application or patent that is
dominated by the Patent Rights in the License Agreement, then each such
improvement or addition will be considered part of the License Agreement
for no additional consideration.
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8.3
|
Unless
otherwise agreed to between the parties in the License Agreement, which
agreement and
its terms and conditions shall supercede any provisions to the contrary
herein, subject to University obligations, if any, to the Federal
Government arising from use of Federally supplied funds or equipment in
the Project, and provided that Xxxxxx Xxxxxxx is at the time obligated to
assign intellectual property to University, in the event that during the
term of this Agreement Xxxxxx Xxxxxxx or anybody working in a laboratory
under the supervision or direction of Xxxxxx Xxxxxxx, makes any invention
in the Field of Use of the License Agreement, the practice of which would
not require the practice of an invention claimed in or covered by the
Licensed Patent Rights ("Independent Invention"), then University hereby
grants to Sponsor, without option fee other than the consideration of the
research sponsored herein and the reimbursement of Institution for all
patent expenses incurred for the subject Invention prior to and during the
option period and appertaining license negotiation period, an option to
acquire an exclusive, worldwide, royalty-bearing license of University's
rights to any Independent Invention, which option shall extend for ninety
(90) days after Sponsor's receipt of the Independent Invention disclosure.
If Sponsor notifies University in writing of its exercise of the option
within the option period, then the parties shall proceed in good faith to
negotiate a license agreement within sixty (60) days after notification of
exercise. If Sponsor does not exercise this option, or notifies University
that it will not exercise this option, or the parties fail to sign a
license agreement within said sixty (60) day negotiation period, then
Sponsor's option to University's rights in the subject Independent
Invention shall terminate.
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Page 5 of
17
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8.4
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The parties
mutually acknowledge that the United States government, as a matter of
statutory right under Code of Federal Regulations, 37 CFR, Part 401,
"Rights to Inventions Made by Non-Profit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements",
holds or may hold a non-exclusive license and certain other rights under
patents on inventions made as a consequence of research whose funding
includes funds supplied by the United States government. In the event that
the United States government has such rights or in the future is found to
have such rights with respect to all or any new inventions or discoveries,
any license contemplated or granted under this Agreement, even if termed
"exclusive" license, shall be understood to be subject to the rights of
the United States government, without any effect on the parties' remaining
obligations, as set forth in the license or in this
Agreement.
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8.5
|
Unless
otherwise agreed to between the parties in the License Agreement, which
agreement and
its terms and conditions shall supercede any provisions to the contrary
herein, nothing in Article 8 shall be construed as granting Sponsor
expressly, by implication, or estoppel any rights or licenses to use
inventions, improvements or discoveries not conceived and/or made in the
performance of the Project, or under any patents not falling under the
definition of University Intellectual property including patents,
inventions and discoveries which may dominate University Intellectual
Property and which may be owned or controlled by the Regents of the
University of Colorado, the University Technology Corporation or any
entity related thereto.
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Article
9 - Liability, Indemnification, and Insurance
|
9.1
|
University
hereto agrees to be responsible and assume liability for its own
wrongful or
negligent acts or omissions, or those of its officers, agents or employees
to the full extent allowed by law.
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9.2
|
Notwithstanding
any other provision of this Agreement to the contrary, no term or
condition of
this Agreement shall be construed or interpreted as a waiver, either
express or implied, of any of the immunities, rights, benefits or
protection provided to the Regents under governmental immunity laws from
time to time applicable to the Regents, including, without limitation, the
Colorado Governmental Immunity Act (CRS Section 00-00-000 through
24-10-120).
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9.3
|
Sponsor shall
indemnify, save and hold harmless University, its employees and
agents,
against any and all claims, damages, liability and court awards including
costs, expenses, and attorney fees incurred as a result of any act or
omission by the Sponsor, or its employees, agents, Subcontractors, or
assignees pursuant to the terms of this
Agreement.
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Page 6 of
17
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9.4
|
Each party
warrants and represents that it has adequate liability insurance for
the
protection of itself and its officers, employees, and agents, while acting
within the scope of their employment by the
party.
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9.5
|
No liability
hereunder shall result to a party by reason of delay in performance
caused by
force majeure, that is, circumstances beyond the reasonable control of the
party, including, without limitation, acts of God, fire,
flood, war, civil unrest, or shortage of or inability to obtain material
or equipment.
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Article
10 - Equipment
|
10.1
|
All equipment
purchased by University under the terms of this Agreement shall become the
property of University upon
acquisition.
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Article
11 - Independent Contractor
|
11.1
|
In the
performance of all services hereunder, neither party is authorized or
empowered to act as agent for the other for any purpose and shall not on
behalf of the other enter into any contract, warranty, or representation
as to any matter. Neither party shall be bound by the acts or conduct of
the other.
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Article
12 - Compliance with Laws
|
12.1
|
Each party
agrees that it will comply with all applicable federal, state and local
laws, codes, regulations, rules and orders in the performance and
direction of the work contemplated under this
Agreement.
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Article
13 - Governing Law
|
13.1
|
This
Agreement shall be governed and construed in accordance with the laws of
the State of Colorado and any and all disputes arising hereunder shall be
resolved in the courts of the State of Colorado; provided, however, that
any patent question or controversy shall be resolved in the courts having
jurisdiction over the patent or patents in question and in accordance with
the laws applicable to such patent or
patents.
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Article
14 - Assignment
|
14.1
|
Neither party
shall assign or transfer any interest in this Agreement, nor assign any
claims for money due or to become due during this Agreement without the
prior written approval of the other party, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing, Sponsor will not
breach this
agreement if it assigns this agreement to a successor in interest or
assignee of all the business or assets of the Sponsor to which this
agreement pertains.
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Page 7 of
17
Article
15 - Use of Name
|
15.1
|
Each party
agrees not to include the name or any logotypes or symbols of the other
party or the names of any researchers at such institutions in any
advertising, sales promotion or other publicity matter without the prior
written approval of the other party, which approval shall not be
unreasonably withheld or delayed.
However, nothing in this Article or elsewhere in this Agreement is
intended to restrict either party from disclosing the existence, nature,
Project title, name of Sponsor and any additional matters required by law
to be disclosed, or from including those items of information in the
routine reporting of its
activities.
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Article
16 - Term and Termination
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16.1
|
This
Agreement may be terminated by either party upon written notice delivered
to the other party at least sixty (60) days prior to the intended date of
termination, provided however, that the Sponsor may not terminate this
Agreement while the License Agreement is in effect. Termination of this
Agreement, however effectuated, shall not release the parties from their
rights and obligations under Articles 4, 6, 7, 8, 9 and 15.
Either party shall have the right, at its option, to cancel and
terminate this Agreement in the event that the other party shall become
involved in insolvency, dissolution, bankruptcy or receivership
proceedings affecting the operation of its business which have not been
dismissed within sixty (60) days of the filing date or in the event that
the other party shall discontinue its business for any
reason.
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16.2
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The failure
of Sponsor to make the required payments to the University as outlined in
Article 4, within
fourteen (14) calendar days
after written notice of such failure to pay shall constitute a default of
this Agreement by Sponsor. A default by Sponsor shall relieve the
University, at its choice, of any and all of its obligations or duties
under this Agreement and shall also divest Sponsor of all of its rights
under this Agreement. However, Sponsor default of this Agreement shall not
relieve Sponsor of all its obligations under and throughout the term of
this Agreement, including but not limited to its obligations to pay the
University. By exercising its rights under this default provision, the
University does not waive any rights it may have to pursue and collect the
entire unpaid monies owed to the
University by Sponsor under this Agreement. Furthermore, should the
University prevail in its pursuit of unpaid monies from Sponsor, the
parties agree that Sponsor will be responsible for all of the University's
reasonable attorney fees,
collection costs, and court fees associated with pursuing such
action.
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Page 8 of
17
Article
17 - Changes, Modifications, and Amendments
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17.1
|
This
Agreement constitute the entire agreement between the parties with respect
to the subject matter hereof. Neither party shall be bound by any
agreement, covenants or warranties made by its agents or employees, or any
other persons, either oral or written, unless such agreements, covenants
and warranties shall be reduced to writing and signed by the authorized
officer of such party and shall expressly refer to this Research
Agreement. The failure of either of the parties at any time or times to
require performance by the other of any provisions hereofshall in no
manner affect the right of the first-mentioned party thereafter to enforce
the same. The waiver by either of the parties of any breach of any
provision hereof shall never be construed to be a waiver of any succeeding
breach of such provision or a waiver of the provisions
itself.
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17.2
|
If any
provision of this Agreement is judicially determined to be void or
unenforceable, such provision shall be deemed to be severable from the
other provisions of this Agreement which shall remain in full force and
effect. Either party may request that a provision otherwise void or
unenforceable be reformedso as to be
valid and enforceable to the maximum extent permitted by
law.
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Article
18 - Notices
|
18.1
|
Notice
hereunder shall be deemed sufficient if given by registered mail, postage
prepaid, and addressed to the Party to receive such notice at the address
given below, or such other address as may hereafter be designated by
notice in writing. Notices shall be deemed to have been given upon receipt
or, if mailed by registered mail, within five days after the mailing
date.
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For the
University:
Original
to:
|
Xxxxxx
Xxxxxxx
Campus Xxx
X000
Xxxxxxxxxx
Xxxxxxxx Xxxxxxxx, Xxxx 000 S/M Infectious Diseases Division
0000 X.
0xx
Xxxxxx Xxxxxx, XX 00000 (Phone) 000-000-0000
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Copy
to:
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Xxxxxx Xxxxx,
Ph.D, Director
Office of
Contracts and Grants Xxxxxxxxxx Building 500
Mail Stop
F-428
X.X. Xxx
0000
Xxxxxx, XX
00000-0000
(Phone) (000)
000-0000
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Page 9 of
17
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For
Sponsor:
Original
to:
Copy
to:
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Xxxxx
Xxxxx
Chief
Executive Officer 0000 Xxxxxxx Xxxxx Xxxx Xxxx xxxx Xxxx, Xxxx 00000 (Phone)
000-000-0000
Xxxx X.
Xxxxxxxxx, Esq.
0000 Xxxxx
000 Xxxx, Xxxxx 0-X Xxxx Xxxx Xxxx, Xxxx 00000 (Phone) (000)
000-0000
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Article
19 - Order of Precedence
|
19.1
|
In the event
of any inconsistency between this Agreement and any other attachments or
documents, this Agreement shall
control.
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INTENTIONALLY LEFT
BLANK
Page 10
of 17
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date set forth herein by their duly authorized
representatives.
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APRO BIO
PHARMACEUTICAL CORPORATION
|
THE REGENTS
OF THE UNIVERSITY OF COLORADO,
a body corporate, contracting for and on behalf of the University of
Colorado Health Sciences Center
|
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By:
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/s/ Xxxxx X.
Xxxxx
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By:
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/s/
Xxxxxx X. Xxx
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Name:
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Xxxxx X.
Xxxxx
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Name:
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Xxxxxx X.
Xxx
|
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Title:
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CEO
|
Title:
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Contracts
Manager
Grants and
Contracts
|
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Date:
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5/15/06
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Date:
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5/11/06
|
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Principal
Investigator
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|||
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By:
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/s/ Xxxxxx
Xxxxxxx, M.D
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||
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Name:
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Xxxxxx
Xxxxxxx, M.D
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Title:
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Associate
Professor of Medicine
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Date:
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4/27/2006
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Page 11
of 17
APPENDIX
A
YEAR
1
A.
ANTHRAX
|
Mouse
anthrax toxin experiments:
|
||||
|
Reagents
(mice, anthrax toxin, experimental materials)
|
50,000 | |||
|
In Vitro experiments at
Xxxxxxx laboratory:
|
||||
|
Salary
support (1 technician)
|
75,000 | |||
|
Salary
support (part time technical assistance)
|
5,000 | |||
|
Principal
Investigator (Xx. Xxxxxxx)- 20% time
|
30,000 | |||
|
Materials for
in vitro
experiments:
|
||||
|
-Cells: mouse
Raw 264.7 cells, human U937 cells,
|
10,000 | |||
|
Human
peripheral blood mononuclear cells (PBMC),
|
||||
|
human
fibroblasts
|
||||
|
-ELISA and
Electrochemiluminescence assays for interleukin (IL)-1,
IL-6,
|
25,000 | |||
|
XX-0, XX-00,
XX-00, Xxxxx necrosis factor (TNF), IL-1 receptor
antagonist.
|
||||
|
-Miscellaneous
materials (plasticware, tissue culture medium components)
|
10,000 | |||
|
Equipment:
|
||||
|
-ELISA plate
washer
|
6,000 | |||
B.
BACTERIAL PNEUMONIA
|
Salary
Support (1 technician)
|
50,000 | |||
|
Cell lines +
primary respiratory epithelia cells derived from
|
20,000 | |||
|
Patients
undergoing bronchoscopy
|
||||
|
Gram negative
rod bacteria + bacterial culture/quantification materials
|
10,000 | |||
|
C. MYCOBACTERIA
|
||||
|
Mycobacterium
culture materials + quantification plates
|
15,000 | |||
|
Assays to
detect cytotoxicity, cytokine production
|
15,000 | |||
|
Reagents,
including AAT and synthetic mimics, cell culture medium
|
5,000 | |||
|
Total direct
costs
|
326,000 | |||
|
Indirect
costs (26% of direct costs)
|
84,760 | |||
|
GRAND
TOTAL
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410,760 |
Page 12
of 17
YEAR
2
These will
represent continuations of the above projects with scaling back of the anthrax
project
A.
ANTHRAX
|
US Dollars
|
||||
|
In Vitro experiments at
Xxxxxxx laboratory:
|
||||
|
Salary
support (1 technician)
|
75,000 | |||
|
Salary
support (part time technical assistance)
|
35,000 | |||
|
Principal
Investigator (Xx. Xxxxxxx) - 20% time
|
30,000 | |||
|
Materials:
|
||||
|
-ELISA and
Electrochemiluminescence assays for interleukin (IL)-1,
IL-6,
|
30,000 | |||
|
XX-0, XX-00,
XX-00, Xxxxx necrosis factor (TNF), IL-1 receptor
antagonist.
|
||||
|
-Miscellaneous
materials (plasticware, tissue culture medium components)
|
20,000 | |||
|
-Alpha-l-antitrypsin
(clinical grade)
|
10,000 | |||
|
Equipment:
|
||||
|
-PCR
Machine
|
10,000 | |||
B.
BACTERIAL PNEUMONIA
|
Salary
Support (1 technician)
|
50,000 | |||
|
Cell lines +
materials + primary respiratory epithelia cells
|
20,000 | |||
|
C. MYCOBACTERIA (typical +
atypical)
|
||||
|
Salary
support + materials costs
|
10,000 | |||
|
Total direct
costs
|
290,000 | |||
|
Indirect
costs (26% of direct costs)
|
75,400 | |||
|
GRAND
TOTAL
|
365,400 |
Page 13
of 17
YEAR
3
A.
ANTHRAX
|
US Dollars
|
||||
|
In Vitro experiments at
Xxxxxxx laboratory:
|
||||
|
Salary
support (1 technician)
|
75,000 | |||
|
Salary
support (part time technical assistance)
|
35,000 | |||
|
Principal
Investigator (Xx. Xxxxxxx) - 20% time
|
30,000 | |||
|
Materials:
|
||||
|
-ELISA and
Electrochemiluminescence assays for interleukin (IL)-1,
IL-6,
|
20,000 | |||
|
-XX-0, XX-00,
XX-00, Xxxxx necrosis factor (TNF), IL-1 receptor
antagonist.
|
||||
|
-Miscellaneous
materials (plasticware, tissue culture medium components)
|
25,000 | |||
|
-Alpha-1-antitrypsin
(clinical grade)
|
10,000 | |||
|
Equipment:
|
||||
|
—70°C
Freezer
|
10,000 | |||
B.
BACTERIAL PNEUMONIA
|
Salary
Support (1 technician) + materials
|
50,000 | |||
|
Total direct
costs
|
255,000 | |||
|
Indirect
costs (26% of direct costs)
|
66,300 | |||
|
GRAND
TOTAL
|
321,300 |
Total
3 year budget 1,097,460
Location
of studies: all studies will be performed at UCHSC.
Page 14
of 17
APPENDIX
B
Year 1 -
$410,760
1. $80,000 within 7
days of execution of this Agreement.
2. $200,000 on or
before July 1, 2008, changed to Xxxx. 00, 0000 (XX) (XXX)
(XXX)
3. $130,760 on or
before October 1, 2006, changed to December 15, 2006
Year 2-
$365,400 Year 2 payments
shall be moved back two months (HLR)
1. $95,000
on or before January 1, 2007
2. $90,000
on or before April 1, 2007
3. $90,000
on or before July 1, 2007
4. $90,400
on or before October1, 2007
Year 3 payments shall be moved back two
months. (HLR) Year
3- $321,300
1. $80,000
on or before January 1, 2008
2. $80,000
on or before April 1, 2008
3. $80,000
on or before July 1, 2008
4. $81,300
on or before October1, 2008
Invoices to be
issued 30 days prior to payment due dates.
Page 15
of 17
AMENDMENT
TO SPONSORED RESEARCH AGREEMENT
This
Amendment made this 8th day
of January, 2009 by and between the Regents of the University of
Colorado, a body corporate, for and on behalf of the University of Colorado
Health Sciences Center, hereinafter referred to as “Institution”, and Apro Bio
Pharmaceutical Corporation, a Utah Corporation, having a principal office at
0000 Xxxxx Xxxxxx Xx. Xxx 000, Xxxxxxxxx Xxxxxxx, XX 00000, hereinafter referred
to as “Sponsor”.
WHEREAS,
the parties hereto previously entered into a contract dated May 15, 2006,
executed on May 15, 2006 for services to be performed by Xx. Xxxxxx Xxxxxxx,
Principal Investigator on behalf of the Institution, and;
NOW
THEREFORE, it is desired to amend the contract as follows:
APENDIX
B
Year 3-
$321,300
1. $80,000 on or before April 1, 2009
2.
$80,000 on or before July 1, 2009
3. $80,000 on
or before October 1, 2009
4. $81,300
on or before January 1, 2010
Invoices
to be issued 30 days prior to payment due dates.
Page 16
of 17
All other
terms and conditions of said Agreement shall remain in full force and
effect.
Executed
this 8th day of
January, 2009.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment
below:
|
INSTITUTION:
|
SPONSOR:
|
|
Regents
of the University of Colorado,
|
Apro
Bio Pharmaceuticals Corporation
|
|
a
body corporate, for and on behalf of
|
|
|
the
University of Colorado Health Sciences Center
|
|
|
By: /s/ Xxxxxx X.
Xxx
|
By: /s/ Xxxxx X.X.
Xxxxxx
|
|
UCDHSC
Grants and Contracts
|
Xxxxx
X.X. Xxxxxx
|
|
Xxxxxx
X. Xxx
|
Chair
|
|
Contracts
Manager
|
|
|
Grants
and Contracts
|
Page 17
of 17
