EXHIBIT 10(p)
[Collaborative Evaluation Agreement between the Company and Chiron Corporation]
COLLABORATIVE EVALUATION AGREEMENT
This Agreement is made by and between Chiron Corporation, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxx 00000 ("Chiron"), and SIGA Pharmaceuticals, Inc., 000
Xxxxx Xxxxxx, 00/xx/ Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("SIGA"), effective July 1,
1997, as follows:
1. Evaluation. Chiron and SIGA desire to collaborate on evaluating the
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utility of gram-positive commensal bacteria as vectors for inducing mucosal
immunity as set forth in the SIGA/Chiron Research Project proposal attached
hereto as Exhibit A and incorporated herein (the "Evaluation").
2. Materials:
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2.1 Chiron Materials: Chiron shall provide its proprietary HSV gD2
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and HIV gp120 and gp120 V3 loop plasmids (the "Chiron Materials") to SIGA
solely for SIGA's use in conducting the Evaluation. Chiron retains sole
ownership of the Chiron Materials. SIGA may not use the Chiron Materials for
any other purpose, nor may SIGA take, send or otherwise provide the Chiron
Materials to any third party except as expressly permitted herein, without
Chiron's prior written approval.
2.1.1 Chiron acknowledges that SIGA plans to perform part or all of
the Evaluation at laboratory facilities located at Rockefeller University,
Oregon State University and/or Emory University under the direction of one or
more SIGA employees as described in Exhibit A, and Chiron hereby consents to
such performance.
2.1.2 SIGA represents and warrants that all personnel, including
employees of SIGA, Rockefeller University, Oregon State University and/or Emory
University, who will be involved in the performance of the Evaluation are and
shall be bound by: (a) confidentiality obligations at least as strict as those
set forth herein; and (b) an obligation to assign all Inventions (as defined in
Section 3 herein) to SIGA and to cooperate with SIGA in connection with
patenting such Inventions. SIGA agrees that it will not permit persons not bound
by such obligations to work on the Evaluation.
2.2 SIGA Materials: SIGA owns and/or has licensed certain gram-
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positive commensal bacteria and related technology, including without limitation
the gram-positive commensal bacteria and related technology licensed from
Rockefeller University, Oregon State University and/or Emory University (the
"SIGA Materials"). SIGA retains sole ownership of the SIGA Materials.
2.3 Joint Materials: Using the SIGA Materials, SIGA shall make
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recombinant constructs expressing heterologous genes contained within the Chiron
Materials (the "Joint Materials") and shall provide the Joint Materials to
Chiron solely for its performance of the Evaluation. Subject to the terms of
this Agreement, Chiron and SIGA shall jointly own the Joint Materials. Neither
Chiron nor SIGA may take, send or otherwise provide the Joint Materials to any
third party without the prior written approval of both Chiron and SIGA.
3. Results, Inventions and Invention Disclosures.
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3.1 Chiron and SIGA shall jointly evaluate the results of the
Evaluation and the Joint Materials and shall consult with each other as needed
regarding the proposed course of the Evaluation. For the purposes of this
Agreement, the results of the Evaluation shall be considered Confidential
Information of Chiron and SIGA as defined in Section 4 herein.
3.2 Invention; Invention Disclosure. Each party shall promptly
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provide a full written disclosure to the other (an "Invention Disclosure")
describing any invention, improvement, or discovery arising out of its conduct
of the Evaluation (an "Invention").
4. Confidentiality and Non-Use Obligations. During the course of the
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Evaluation Chiron and SIGA may each provide confidential information, including
but not limited to each party's proprietary materials, research and development
data and plans, proprietary technologies, business or research strategies, trade
secrets and material embodiments thereof (each party's "Confidential
Information"), to the other solely for the recipient's conduct of the
Evaluation.
4.1 Confidential Information shall be provided in writing, marked
"confidential", or if disclosed orally, reduced to writing, marked
"confidential", and provided to the recipient within thirty (30) days of such
oral disclosure.
4.2 The recipient shall maintain the disclosing party's Confidential
Information in confidence. The recipient shall use the disclosing party's
Confidential Information solely for its conduct of the Evaluation, unless the
recipient has received the prior written approval of the disclosing party.
4.3 The recipient's obligations hereunder shall not apply to any
information which: (i) can be shown by contemporaneous documentation of the
recipient to have been in its possession prior to receipt from the disclosing
party; (ii) is or becomes, through no fault of the recipient, publicly known;
(iii) is furnished to the recipient by a third party without breach of a duty to
the disclosing party; (iv) is independently developed by the recipient without
access to the disclosing party's Confidential Information; or (v) is required to
be disclosed by operation of law, provided that the disclosing party has
received advance notice of the proposed disclosure by the recipient.
4.4 Upon request by the disclosing party, the recipient shall return
or provide satisfactory evidence of the destruction of all Confidential
Information furnished hereunder and any notes, copies, summaries or extracts
thereof, provided that the recipient may retain one (1) copy of the disclosing
party's Confidential Information in its legal archives in order to monitor its
obligations hereunder.
5. Intellectual Property Rights. Chiron and SIGA acknowledge that the
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conduct of the Evaluation may result in Inventions or know-how of commercial
value, and they agree to collaborate so as to protect the proprietary nature of
such Inventions or know-how. Inventorship of any Inventions arising from the
conduct of the Evaluation shall be determined by the patent laws of the
United States and, subject to the terms of this Agreement, ownership shall
follow therefrom. SIGA represents and warrants that its conduct of the
Evaluation will not result in the creation of any rights to any third parties.
Except as expressly set forth in this Agreement, no party shall obtain rights in
or a license to any patent, copyright, trademark or other property right of the
other.
5.1 Definitions: As used in this Agreement:
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5.1.1 "Chiron Inventions" shall mean Inventions invented solely by
Chiron employees or persons obligated to assign their Inventions to Chiron.
Chiron retains all right, title, and interest in and to all Chiron Inventions.
5.1.2 "SIGA Inventions" shall mean Inventions invented solely by
employees of SIGA or persons obligated to assign their Inventions to SIGA.
Subject to the provisions of Section 6 herein, SIGA retains all right, title,
and interest in and to all SIGA Inventions.
5.1.3 "Joint Inventions" shall mean Inventions invented jointly by
employees of Chiron or persons obligated to assign Inventions to Chiron, and
employees of SIGA or persons obligated to assign Inventions to SIGA. Subject to
the provisions of Section 6 herein, Chiron and SIGA shall jointly own all Joint
Inventions.
5.2 Right to File Patents:
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5.2.1 Each party shall have the sole right to file, prosecute and
maintain patent applications and patents with respect to its solely owned
materials and Inventions, at its sole expense.
5.2.2 With respect to Joint Inventions, the parties shall mutually
determine which party shall file, prosecute and maintain patent applications and
patents on behalf of the parties jointly. Unless otherwise agreed, the parties
shall share equally all out-of-pocket patent costs with respect to such Joint
Inventions.
6. License and Option Rights.
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6.1 Subject to each party's obligations hereunder regarding the Joint
Materials and each party's Confidential Information, Chiron and SIGA shall each
have a co-exclusive license, without the right to sublicense, to use the results
of the Evaluation solely for its internal research purposes.
6.2 Chiron shall also have a right of first negotiation with regard
to a license in any patents or patent applications relating to any SIGA
Invention or Joint Invention, and in any patents or patent applications owned or
licensed by SIGA necessary to practice SIGA Inventions and Joint Inventions.
Chiron must notify SIGA in writing of its intent to negotiate such license
within ninety (90) days after its receipt of SIGA's Invention Disclosure and
completion of the Evaluation or termination of this Agreement, whichever is
later. If Chiron does not so notify SIGA or if the parties are unable to enter
into a license agreement on mutually satisfactory terms, then SIGA shall have
the
right to license any such patents or patent applications to any third party.
7. Publications. Chiron and SIGA are free to present or publish the
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findings of the Evaluation in a thesis, scientific publication, or public,
noncommercial conference provided that: (a) no Chiron Confidential Information
is revealed by SIGA, and no SIGA Confidential Information is revealed by Chiron
thereby; and (b) at least thirty (30) days prior to submission thereof to a
publisher or any third party, the publishing party shall have delivered copies
of the proposed presentation or publication to the other party for review. Said
other party may, within forty five (45) days of such delivery, object to the
publication or presentation because there would be a disclosure of Chiron or
SIGA Confidential Information, or because there is patentable subject matter in
which said other party has an interest which needs protection. Upon written
objection, Chiron or SIGA shall refrain from disclosing the other's Confidential
Information. Upon written objection regarding disclosure of patentable subject
matter, Chiron and SIGA shall, for up to ninety (90) days from initial delivery,
delay disclosing such patentable subject matter in order to permit the filing of
patent applications thereon. The parties shall, in any publication, acknowledge
the contributions and publications of the other as scientifically appropriate.
8. Compliance with Law. Each party shall conduct the Evaluation in
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compliance with all applicable laws and regulations including, where applicable,
those relating to the treatment of laboratory animals and current NIH
guidelines. Each party shall use any materials received from the other only in
laboratory animals or in in vitro experiments, and not in human beings.
9. Indemnification. Except to the extent caused by the negligence or
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willful misconduct of the indemnified party, its employees, agents or
representatives, each party shall indemnify and hold the other harmless from and
against any loss, cost, expense, damages or liability, including reasonable
attorney's fees, arising at any time in connection with the indemnified party's
conduct of the Evaluation.
10. Notices. Routine notices of conditions or situations affecting the
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Evaluation shall be given in writing between Drs. Xxxxx, Xxxxxxxxx and Xxxxx of
SIGA and Xx. Xxxx Xxxxxxxxx of Chiron. All other notices will be given in
writing and delivered by mail or facsimile to the parties as follows:
In the case of SIGA:
SIGA Pharmaceuticals
000 Xxxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Ph.D., Chief Financial Officer
In the case of Chiron:
Chiron Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Contracts Administrator, Legal Department
11. Independent Contractor. Neither party, nor their respective employees,
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consultants or representatives, shall be considered employees, partners, or
agents of the other party. Neither party may make any representations or
commitments on the other party's behalf nor may one party use the other party's
name or trademarks in any public disclosure, without the named party's prior
written consent.
12. Term, Termination, Amendment and Survival.
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12.1 This Agreement shall terminate on the first anniversary of the
effective date of this Agreement.
12.2 This Agreement may be terminated by either party upon thirty (30)
days prior written notice to the other party.
12.3 This Agreement may be amended or renewed only with the written
agreement of both parties.
12.4 The obligations of Sections 2, 3, 4, 5, 6, 7 and 9 shall survive
termination or expiration of this Agreement.
13. Assignment. Neither party not assigned or transfer this Agreement
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without the written consent of the other party, which consent shall be not be
unreasonably withheld.
15. Entire Agreement. This Agreement is the entire agreement of the
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parties relating to the Evaluation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CHIRON CORPORATION SIGA PHARMACEUTICALS
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxx X. xx Xxxxx
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Xxxxxxx Xxxxxxx, Ph.D. Authorized Representative
Vice President, Business Development
Chiron Vaccines Name: Xxxxx X. xx Xxxxx
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Title: President and CEO
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