Common use of Inserm Transfert SA, a Clause in Contracts

Inserm Transfert SA, a. Limited Company with a Board of Directors and a Supervisory Board, with a capital of 9,573,471 Euros, with registered office at ▇, ▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇, registered with the Trade and Companies Register of Paris under number Paris B 434 033 619, represented by the Chairman of its Board of Directors, ▇▇▇▇▇▇▇ ▇▇▇▇, acting as a delegate, of the National de la Santé et de la Recherche Médicale [National Institute of Health and Medical Research] (“INSERM”) a public scientific and technological institution, with registered office at ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇ Cedex 13, France. Hereinafter referred to as “INSERM TRANSFERT”, UPMC, INSERM and CNRS are hereinafter jointly referred to as the “ESTABLISHMENTS”. UPMC, TINSERM and INSERM TRANSFERT, CNRS and the COMPANY are hereinafter jointly referred to as the “PARTIES”. It is specified that any notification of the PARTIES or to the PARTIES is validly made, with regard to INSERM, by or to INSERM TRANSFERT. UPMC, INSERM, CNRS and the COMPANY are hereinafter jointly referred to as the “CO-OWNERS”. Given the application convention of the quadrennial contract between UPMC and CNRS in force at the time of said invention; Given the partnership agreement between UPMC and INSERM, concluded on 29 March 2009 for which a new agreement was signed on 22 December 2015, in force at the time of said invention; Given the beneficiary agreement no. ANR-10-SATT-04-01 signed between Agence Nationale de la Recherche (National Research Agency), University Pierre et ▇▇▇▇▇ ▇▇▇▇▇, Université de technologie de Compiègne, Université Panthéon Assas, Institut Européen d’Administration des Affaires (European Institute of Business Administration) and Centre National de la Recherche Scientifique (National Centre for Scientific Research), in the presence of the Caisse des Dépôts et Consignation (Deposits and Consignments Fund) on 17 January 2012; Given the articles of association of SATT LUTECH signed on 31 January 2012; Given the framework agreement concluded between UPMC and SATT LUTECH and any addendum or supplementary document relating thereto. INSERM TRANSFERT, a private-law subsidiary of INSERM, and INSERM have concluded a public service delegation contract under which INSERM has delegated to INSERM TRANSFERT the management of its technology recovery and transfer tasks, such as they result from Decree No. 83-975 on the operation and organisation of TINSERM. Pursuant to this public service delegation agreement, INSERM TRANSFERT received the technology recovery and transfer task from the research results of which TINSERM is the holder or co-holder, and as such, to negotiate, sign and manage the co-ownership regulations for patents that bind INSERM with third parties. INSERM fulfils its obligations described in said contracts. Nevertheless, it is understood that this delegation does not transfer to INSERM TRANSFERT the ownership rights held or co-owned by TINSERM. In the context of research in collaboration between the mixed unit UM 80 (UMRS Inserm 968 UMR/UPMC/CNRS 7210) entitled Centre de Recherche Institut de la Vision [Institute of Vision Research Centre], hereinafter the “LABORATORY, Biophytis (hereinafter the “COMPANY”, and the company IRIS PHARMA, under the consortium agreement “Macula as part of the Medicen competitiveness cluster” signed between the aforementioned ESTABLISHMENTS on 27 July 2012, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇▇▇▇ SAHEL and ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ have developed an invention relating to the protection of cells of the retinal pigment epithelium. This invention, which can be protected under industrial property, a French priority patent application No. FR_15 53957, called “COMPOSITION FOR THE PROTECTION OF CELLS OF THE RETINAL PIGMENT EPITHELIUM”, was filed on 30 April 2015, as a precaution on behalf of UPMC, the COMPANY, and IRIS PHARMA. IRIS PHARMA has transferred all of its co-ownership rights relating to the French patent application No. 15 53957 filed on 30 April 2015 and the invention which is its subject, to BIOPHYTIS by a deed of 4 June 2015. By means of this Agreement (hereinafter the “Agreement”), the PARTIES wish to formalise the partial assignment by UPMC to CNRS and INSERM of the joint ownership on the aforementioned patent application, the right of priority attached thereto and all applications claiming this priority and determine the rights and obligations of each of the CO-OWNERS. The COMPANY has informed UPMC of its wish to benefit from the exclusivity of the exploitation of the PATENTS. UPMC and the COMPANY have therefore agreed to define the terms of said exclusive exploitation by means of a separate agreement dated 1st January 2016 (hereinafter the “LICENSE AGREEMENT”). Preliminary Article - DEFINITIONS AGENT means the co-owner ESTABLISHMENT or its delegate appointed by the other ESTABLISHMENTS, to (i) represent them for the management of patents and their valuation, according to their agreements, (ii) collect the OPERATING INCOME on their behalf and (iii) distribute the OPERATING INCOME between them in compliance with legal provisions and this document.