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EXHIBIT 10.29
AGREEMENT FOR SERVICES
I. AGREEING PARTIES:
This Agreement is entered into by and between THE CTRC
RESEARCH FOUNDATION ("CTRC Research") and THE UNIVERSITY OF TEXAS
HEALTH SCIENCE CENTER AT SAN ANTONIO ("Health Science Center") under
the Affiliation Agreement between the Board of Regents of the
University of Texas System and the Cancer Therapy and Research
Foundation of South Texas dated June 7, 1993 and the Institute for
Drug Development Program Agreement ("Program Agreement") between the
Health Science Center and the CTRC Research Foundation dated September
20, 1994.
II. SERVICES TO BE PERFORMED:
At the request of CTRC Research, Health Science Center will
provide the services of Xxxxxx X. Xxx Xxxx, M.D., Professor of
Medicine, in the capacity of Director of the Institute for Drug
Development, a Division of CTRC Research, and as Vice President of
CTRC Research (for duties, see Attachment A). As a Health Science
Center faculty member, Xx. Xxx Xxxx will retain the prerogative of
conducting research and serving as Principal Investigator for Health
Science Center-managed drug development studies. However, he is also
authorized in accordance with Section III A of the Program Agreement
to serve as Principal Investigator on existing CTRC Research-managed
research projects concerning elimination of extrachromosomal DNA from
ovarian cancer.
III. PAYMENT FOR SERVICES:
A. CTRC Research shall pay annually to Health Science
Center $147,000. in twelve equal increments, for Xx. Xxx
Xxxx'x Services. This amount may be adjusted annually subject
to the agreement of the parties. Payment will be made by CTRC
Research within 30 days of monthly xxxxxxxx by Health Science
Center.
B. It is recognized that Xx. Xxx Xxxx possesses unique
expertise in the development of anticancer agents which will
likely result in the creation of value at CTRC Research over
and above that arising from sole-inventor or joint-inventor
patents as defined in the Program Agreement. Accordingly,
CTRC Research shall, in addition to payments cited in
subsection A above, make payments to the Health Science Center
within 45 days of the end of each three-month period specified
in Section VI A of the Program Agreement, of an amount equal
to 7% of the gross revenue received subsequent to January 1,
1996 by CTRC Research for CTRC Research products licensed to
third parties, and 7% of the stock received by CTRC Research
for assets of the Institute for Drug Development which are
transferred to Biovensa or any other commercial venture
founded by
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CTRC Research. CTRC Research products are defined as those
products to which CTRC Research has been assigned rights or
which have been acquired by CTRC Research and which have been
included in the research and development program of the
Institute for Drug Development.
C. For drugs for which a patent application has been
filed during Xx. Xxx Xxxx'x tenure as Director, such payments
shall continue for the commercial life of the product. For
all other products under development at such time that Xx. Xxx
Xxxx'x tenure as Director should terminate, payments will
continue for a period of two years for every year from the
effective date of this agreement until the date of departure
of Xx. Xxx Xxxx.
IV. INTELLECTUAL PROPERTY:
A. Any intellectual property created by Xx. Xxx Xxxx,
whether solely or jointly, will be subject to patent
procedures and responsibilities set forth in Section V of the
Program Agreement.
B. CTRC Research shall have an option to license and
sublicense, on a worldwide exclusive basis, intellectual
property generated by Xx. Xxx Xxxx in the course of and as a
direct result of the research cited in Section II above and
patented by or on behalf of Health Science Center.
Compensation for such option will be as specified in the
Program Agreement.
V. PERFORMANCE EVALUATION:
As necessary, Health Science Center shall solicit, and CTRC
Research shall provide, information as to the nature of Xx. Xxx Xxxx'x
performance of the duties specified in Attachment A.
VI. TERM OF AGREEMENT:
A. The primary term of this Agreement will be for five
years beginning with the effective date of September 20, 1994
with automatic extensions of three years unless either party
gives at least 180 days notice before the end of the primary
term or extension thereof.
B. This Agreement will be terminated if Xx. Xxx Xxxx
relinquishes his Health Science Center faculty status, resigns
from his position as Director of the Institute for Drug
Development or otherwise terminates his relationship with
either institution. However, CTRC Research obligations for
payments will continue as stipulated in Section III above.
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C. This agreement will be reviewed annually in
accordance with Section XII of the Program Agreement.
EXECUTED by the parties on the day and year first written
above.
SIGNATURES
THE UNIVERSITY OT TEXAS HEALTH CTRC RESEARCH FOUNDATION:
SCIENCE CENTER AT SAN ANTONIO:
/s/ /s/ XXXXXX XXXXXX
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President Chairman, Board of Trustees
/s/ XXXXX XXXXX /s/ XXXXXXX XXXXXXX
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Xxxx, Medical School President
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ATTACHMENT A
RESPONSIBILITIES OF XXXXXX X. XXX XXXX, M.D.
I. Vice President, CTRC Research
A. Develop programs for cancer research in the following
laboratories at CTRC Research (including recruiting personnel to be
granted appropriate faculty appointments at Health Science Center,
helping xxxxxx support for laboratories, setting up collaborations
between CTRC Research and Health Science Center):
1. Clinical research (Phase I and II levels)
2. Molecular biology
3. Cytogenetics
4. Flow cytometry
5. Investigational drug section
6. Chemistry of new antineoplastic agents
7. Computer-assisted drug design
8. Tumor cell biology
9. Drug evaluation laboratory
10. Human tumor cloning laboratory
11. Pharmacology laboratory
B. Directly oversee the activities of the Human Tumor Cloning
Laboratory in testing the effects of standard as well as
investigational anticancer agents against patients'
malignancies.
C. Tour visitors who come to CTRC Research who are interested in
the areas of basic and clinical cancer research.
II. Director, Institute for Drug Development
A. Establish and execute the mission of the Institute to
accelerate the development of new anticancer agents.
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B. Develop targets against which new anticancer agents are
directed.
C. Recruit and/or train researchers and others necessary for the
development of new agents.
D. Attract funds to support development of new agents and
promote self-sufficiency of the Institute.
E. Provide expertise in bridging the development of agents from
basic to clinical research.
F. Serve as a member of Program Councils or other bodies convened
to govern the operating progress of research undertakings.
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