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EXHIBIT 10.28
AGREEMENT
Agreement dated as of August 31, 1995 by and between
ASTRA HASSLE AB, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (hereinafter
referred to as "ASTRA")
and
GENOME THERAPEUTICS CORPORATION, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
(hereinafter referred to as "GTC").
1. BACKGROUND
1.1 ASTRA is the inventor of, and possesses, patents and other
rights referable to a pharmaceutical speciality with the non
proprietary name OMEPRAZOLE for the treatment of acid related
diseases, such as ulcer. Observations have been made that
there is a connection between ulcer disease and Helicobacter
Spp. ASTRA is engaged in research seeking development of
eradication therapies for Helicobacter spp and is in
possession of certain genomic sequence information related to
Helicobacter SPP.
1.2 GTC is involved in Helicobacter spp research, and has
developed a Helicobacter Data Base and GTC Helicobacter
Technology (as those terms are defined below).
1.3 ASTRA and GTC desire to enter into a collaboration based on
the Helicobacter Data Base of GTC and on GTC Helicobacter
Technology to develop a pharmaceutical product and/or Vaccine
and/or diagnostic product effective against gastrointestinal
infection or any other disease caused by Helicobacter spp. For
the purpose of this collaboration ASTRA and GTC have jointly
agreed upon a research plan, attached hereto as Exhibit 1.
2. DEFINITIONS
2.1 The terms "ASTRA" and "GTC" as used in this Agreement shall
include any corporation or other entity worldwide directly or
indirectly controlled by, controlling, or under common control
with, ASTRA and GTC, respectively, and for such purpose
control shall mean the direct or indirect ownership of at
least fifty percent (50%) of the voting interest in such
corporation or other entity or the power to direct the
management of such corporation or other entity.
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2.2 The term "CPI" as used in this Agreement shall mean the
Consumer Price Index for all Urban Consumers (1982-1984=100)
issued by the Bureau of Labor Statistics of the United States
Department of Labor or its successor index.
2.3 The term "Effective Date" as used in this Agreement shall mean
the date first above written.
2.4 The term "GTC Helicobacter Technology" as used in this
Agreement shall have the meaning set forth in Article 5.
2.5 The term "Helicobacter Data Base" as used in this Agreement
shall mean GTC's Helicobacter Spp DNA ▇▇▇▇▇▇▇▇ ▇▇▇▇ base and
any and all electronic and hard copy data related thereto.
2.6 The terms "Pharmaceutical Product", "Vaccine Product" and
"Diagnostic Product", as used in this Agreement shall have the
meanings set forth in Article 4.5.
2.7 The term "Product" as used in this Agreement shall mean
collectively Pharmaceutical Product, Vaccine Product and
Diagnostic Product or any one or more of them and
Pharmaceutical Product, Vaccine Product and Diagnostic Product
shall each be a "Product Category".
2.8 The term "Research Collaboration" as used in this Agreement
shall mean the collaboration to be performed under the
Research Plan.
2.9 The term "Research Plan" as used in this Agreement shall mean
the research plan attached hereto as Exhibit 1, hereto, as
subsequently amended, improved or modified from time to time.
2.10 The term * as used in this Agreement
shall have the meaning set forth in Article 6.
2.11 The term "Resulting Technology" as used in this Agreement
shall have the meaning set forth in Article 6.
2.12 The term "Software Technology" as used in this Agreement shall
have the meaning set forth in Article 7.
2.13 The term "Vaccine" as used in this Agreement shall mean an
infectious agent or component(s) thereof administered to a
human being or other mammals in order to elicit a protective
or therapeutic specific immune response against an infectious
agent; such agent or component(s) does also include synthetic
or recombinantly produced antigens or epitopes or genetic
material encoding corresponding antigens or epitopes.
2.14 The grant of a license on an exclusive basis means that the
licensor may not use or exploit the licensed technology itself
nor grant a third party such rights.
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3. RESEARCH COLLABORATION
3.1 GTC undertakes to use all reasonable efforts to perform the
tasks assigned to it according to the Research Plan.
3.2 For the purpose of the Research Collaboration , the parties
shall establish:
a A JOINT MANAGEMENT COMMITTEE responsible for the
management and coordination of the Research
Collaboration consisting of two representatives of
senior management from each party. The chairman will be
designated by ASTRA from among the four representatives.
Decisions will be taken by majority vote except that in
the case of a deadlock the Chairman shall cast the
deciding vote. Material changes in the Research Plan
shall be subject to the approval of the Joint Management
Committee. In the event the Joint Management Committee
shall approve a change of direction and/or scope of the
Research Collaboration and such change would in the
absence of additional funding have an adverse economic
impact upon GTC, the parties agree to negotiate in good
faith an increase in the funding to be provided
hereunder by ASTRA so as to avoid such adverse economic
impact upon GTC and GTC shall not be required to incur
any additional expense until such agreement is in place.
b A JOINT RESEARCH COMMITTEE responsible for the day to
day activities consisting of three representatives from
each party with the possibility to call in additional
members on an ad hoc basis. In case it is not possible
to reach consensus, the issue will be decided by the
Joint Management Committee.
3.3 During the term of this Agreement, GTC shall not, *
, without ASTRA's prior written
consent given at its own discretion. However, GTC may search
and otherwise access all its databases including Helicobacter
spp and utilize information with respect thereto in its other
research programs provided (i) GTC *
and (ii) *
.
3.4 ASTRA has disclosed to GTC prior to the execution of this
Agreement certain ongoing research collaborations with third
parties involving Helicobacter spp. ASTRA may enter into
further collaborations related to Helicobacter spp with other
parties and GTC is prepared to collaborate with such parties,
reasonably acceptable to GTC, on behalf of ASTRA.
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4. REMUNERATION
4.1 As the entire consideration of all services rendered and
rights granted under this Agreement, ASTRA shall pay to GTC
the compensation specified in this Article 4.
4.2 a) A non-refundable license fee of * to be paid
upon the Effective Date of this Agreement in same day
federal funds of which USD$500,000, subject to
indexation as set forth in Artical 4.6 (a), shall be
fully creditable against the royalties payable to GTC
hereunder.
b) A non-accountable non-refundable allowance of *
in reimbursement of capital and other
expenditures incurred, or to be incurred, by GTC in
connection with the Research Collaboration payable upon
the Effective Date of this Agreement in same day federal
funds.
c) A research incentive fee of * to be paid
within thirty (30) days after GTC shall have notified
ASTRA that scientists of GTC engaged in the Research
Collaboration have devoted not less than * man-years to
such research but in no event earlier than *
.
4.3 a) Research support of * per man-year in
reimbursement of scientists of GTC actually engaged in
the Research Collaboration payable in advance of each
quarter to which the same is attributable based upon
reasonable estimates (but after giving effect to any
debit or credit balance at the end of the prior period).
Within thirty (30) days following the end of each
quarter, GTC shall provide ASTRA with a written
statement specifying the scientists performing Research
Collaboration and the time devoted thereto by each of
them during the preceding quarter and a calculation of
the amount due for such quarter and the debit or credit
balance at the end of such quarter. GTC will provide,
and ASTRA will support, a minimum of * scientist man-
years for the first twelve (12) month period following
the Effective Date, a minimum of * scientist man-years
for the ensuing twelve (12) month period and a minimum
of * scientist man-years for the subsequent six (6)
month period. The number of scientist man-years in
excess of the minimum shall be subject to the approval
of ASTRA. The scientific man-years for any period
specified above or subsequently agreed upon, if any,
shall be spread during the period in such manner as may
be reasonably required by the normal course of the
Research Collaboration. It is the expectation of the
parties that approximately * of the scientist
man-years for any such period shall be in relation to
* .
b) ASTRA shall reimburse GTC for each scientist engaged in
the Research Collaboration terminated by GTC for
customary out of pocket severance expense for a period
not exceeding six (6) months incurred by GTC as a result
of any reduction requested by ASTRA in
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the number of man-years required under this Agreement
provided that ASTRA's responsibility for severance for
each twelve (12) month period following the Effective
Date shall not exceed a number of scientists equal to
the aggregate decrease in the number of scientist
man-years for such year and further provided that ASTRA
shall have no responsibility for the first three
scientists terminated during such year. In order to
avoid scientist being terminated by GTC as aforesaid GTC
shall use all reasonable efforts to find other tasks for
scientists detached from the Research Collaboration.
c) In order to make possible the control of the
calculations and payments provided for in this 4.3, the
records of the scientist performing Research
Collaboration are open to inspection within two (2)
years after the end of each calendar year by an
independent certified public accountant engaged and paid
by ASTRA and to whom GTC shall have no reasonable
objection. Such accountant shall either confirm the
accuracy of the statement by GTC or provide the
necessary correction thereto but he shall not otherwise
disclose any records or other information. In the event
that any such inspection shows an over- reporting and
overpayment GTC shall repay any additional sum that
would not have been payable had GTC reported correctly,
plus interest at the rate of 1.5% per month and, if such
overpayment is in excess of five percent (5%) for any
twelve (12) month period, GTC shall pay the cost of such
examination as well.
4.4 MILESTONE PAYMENTS if and when the following events occur
payable within thirty (30) days after occurrence of the
respective event. However in relation to items a) (i)-(ii)
below ASTRA shall pay the respective amount thirty (30) days
following the receipt by ASTRA of a written statement from GTC
confirming the occurrence of the event, supported by adequate
documents reflecting the results of such events in reasonable
detail.
a) Pharmaceutical Vaccine
Product Product
*
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*
b) Diagnostic Product
*
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*
For the purpose of 4.4 b) *
.
4.5 (a) "PHARMACEUTICAL PRODUCT" shall mean only such
pharmaceutical product (whether related to Helicobacter
Spp or not) as (i) *
described under Article 4.4 a) (i) above or
(ii) satisfies the definition set forth in (d) below.
(b) "VACCINE PRODUCT" shall mean only such Vaccine (whether
related to Helicobacter Spp or not) as (i) *
under Article 4.4 a) (ii)
above or (ii) satisfies the definition set forth in (d)
below. "Therapeutic Vaccine Product" shall mean a
Vaccine Product documented for therapeutic use.
"Prophylactic Vaccine Product" shall mean a Vaccine
Product documented for prophylactic use.
(c) "DIAGNOSTIC PRODUCT" shall mean only such diagnostic
product (whether related to Helicobacter Spp or not) as
(i) * specified in Article
4.4 b) (i)-(iii) or (ii) satisfies the definition set
forth in (d) below.
(d) In addition to the above items (a) - (c) the terms
Pharmaceutical Product, Vaccine Product and Diagnostic
Product shall comprise any product (whether related to
Helicobacter Spp or not) (i) protected by the claims of
(x) a valid product patent of GTC *
where such patent has
been licensed to ASTRA under this Agreement on an
exclusive basis or (y) other patent of GTC covering any
technology licensed to ASTRA under this Agreement *
or (ii) containing
* in the case of a Pharmaceutical
Product or * in the case of a Vaccine Product or
Diagnostic Product *
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*
The milestone payments set forth in 4.4 a) (i) through (v)
shall be payable only once in each Product Category. The
milestone payments set forth in 4.4 b) (i) through (iii),
shall be payable * . All other milestone payments shall
be payable *
A Product shall be different from another Product if
its mechanism of action is different and/or it is covered by a
different product patent.
4.6 (a) ASTRA shall pay to GTC a royalty on Net Sales of:
(i) each Pharmaceutical Product and each Therapeutic
Vaccine Product sold in the amount of * for
cumulative Net Sales of less than *
and * of cumulative
Net Sales of * or
more, and *
(ii) each Diagnostic Product and Prophylactic Vaccine
Product sold in the amount of * for cumulative
Net Sales of less than *
and * of
cumulative Net Sales of *
* or more.
The above Net Sales amounts shall be cumulative so long
as a royalty is payable hereunder with respect to each
Product. Commencing on the first anniversary of the
Effective Date the above amounts of *
and *
and all amounts payable to GTC
hereunder after the first anniversary of the Effective
Date shall be adjusted annually by multiplying such
amounts by the fraction CPI current / CPI 1995 where CPI
current equals the CPI most recently published prior to
anniversary of the Effective Date in the applicable
year, and CPI 1995 equals the CPI for the month in which
the Effective Date shall occur.
(b) In the event that ASTRA is (i) paying a royalty to a
third party with respect to the sale of a Product *
(ii) *
then Net
Sales of such Product for the purpose of computing
royalties shall be reduced by * provided
that reduction of Net Sales because of payment of a
royalty shall not result in a reduction of the royalty
otherwise payable
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to GTC in an amount in excess of the royalty to the
third party and further provided that any such reduction
shall continue only so long as such royalty is being
paid.
(c) In the event ASTRA should grant a sublicense for a
Product to a third party, ASTRA shall pay to GTC *
(i) * of payments from such sublicensee
(net of withholding taxes to the extent ASTRA receives
no credit therefor) in the nature of license fees,
milestone payments, royalties or otherwise in
consideration of the sublicense which can be in cash as
well as property (tangible or intangible) and/or
services to the extent it represents the excess over the
then fair market value of the property (tangible or
intangible) and/or services exchanged therefore.
In the event that ASTRA is (x) paying a royalty
to a third party with respect to the sale of a
Product * (y)
* then the
payment to GTC under (i) shall be *
of the payment from such sublicense;
provided that reduction of the amount payable to
GTC because of payment of a royalty shall not
exceed the royalty actually paid to the third
party and further provided that any such
reduction shall continue only so long as such
royalty is being paid.
*
(ii) the royalty amount that would have been
payable hereunder on the Net Sales of such
sublicensee if its sales of the Product had been
sold by ASTRA.
For the purpose of (ii) the Net Sales of a
licensee shall be cumulative with the Net Sales
of ASTRA for the same Product and the royalty
reduction provisions of 4.6(b) shall apply.
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Payment to GTC shall be made within forty-five (45) days
after receipt by ASTRA of the payment from the
sublicensee to which the same is attributable and
adjustments, if necessary, shall be made when the Net
Sales of the sublicensee have been determined. ASTRA
shall furnish GTC with a complete and accurate copy of
each sublicense-contract regarding technology licensed
hereunder by GTC to ASTRA not less than ten (10) days
after the execution thereof. With respect to each such
sublicense, ASTRA shall furnish to GTC the same reports
that ASTRA receives from such sublicensee regarding any
payment from such sublicensee to ASTRA with respect to
which GTC is entitled to a payment from ASTRA hereunder.
GTC agrees to keep each sublicense-contract and the
related reports confidential and use the same only for
the purpose of verifying the accuracy of payments made
by ASTRA to GTC hereunder. If a sublicensee is
compensating ASTRA in other than cash then the payment
to GTC shall be based upon the then fair market value
thereof.
(d) The term "Net Sales" as used herein shall mean the
actual gross selling prices charged by ASTRA for the
Products in bona fide sales to third parties as per
invoices covering the sales of such Products less only
the deductions taken by ASTRA to determine its net sales
for purposes of the Group Consolidated Statement of
Earnings of Astra AB disseminated to its shareholders
and the public generally.
(e) ASTRA shall for each calendar quarter following the
launch of a Product, no later than sixty (60) days
following each quarter prepare and mail a statement
showing the total Net Sales in respect of which
royalties according to this Article 4. are payable.
Payments of such royalties shall be effected
simultaneously with mailing the statement.
Such statements shall contain at least the following
information: (i) the number of packages of each Product
sold by ASTRA in each country; (ii) the Net Sales and
(iii) the amount of royalty due. Such statement shall be
certified as by an officer of ASTRA. If no royalties are
due to GTC for any reporting period, the written report
shall so state.
(f) Upon GTC's request ASTRA shall for each Product furnish
GTC with a supplement to the statement required in (e)
above with respect to the U.S. and one other country to
be specified by GTC in its notice of request to ASTRA
setting forth each category (eg. freight, insurance,
etc.) of the deductions taken by ASTRA from the actual
gross selling prices charged by ASTRA for the Products
to determine Net Sales to the extent consistent with the
then existing bookkeeping for such country and stating
the total amount of deductions for each such category.
GTC may only make such request once in any twelve month
period. Specification by GTC of a particular country in
one twelve month period shall not preclude the
specification of the same or a different country in
another twelve month period.
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(g) ASTRA's obligation to pay royalty and other
remunerations set out above in this Article 4.6 shall
for each country and each separate Product remain in
force for so long as ASTRA is the holder of a valid
product patent protecting the respective Product or in
case of a Product not protected by a valid product
patent of ASTRA until * following the commercial
launch of the Product in each country.
(h) All payments due hereunder shall be payable in United
States dollars. Conversion of foreign currency to U.S.
dollars shall be made at the conversion rate existing in
the United States (as reported by the Wall Street
Journal) on the last working day of each royalty period.
Such payments shall be without deduction of exchange,
collection or other charges except charges of receiving
bank *
Late payments shall be subject to an
interest charge of one and one half percent (1.5%) per
month.
(i) If transfer to U.S. dollars is subject to administrative
authorization, ASTRA undertakes to file the transfer
application with the competent authorities supported by
all requisite documentation, and to apply its reasonable
efforts to obtain such authorization and effect the
remittance within the period laid down above. ASTRA
further agrees to effect the transfer within thirty (30)
days following the date on which authorization shall
have been granted, provided that ASTRA shall not be
obligated to pay before the date stipulated above.
(j) If for any reason beyond the control of ASTRA the
transfer of payments under this Section 4 are not
effected within the period hereinabove provided or
within such further period of time that GTC may allow,
ASTRA shall settle such payments as soon as the
impediment has ceased to exist.
(k) In order to make possible the control of the
calculations and payments provided for in this 4.6, the
records of sales of Products entitling GTC to royalty
and other payments under this 4.6 are open to inspection
within two (2) years after the end of each calendar
year by an independent certified public accountant
engaged and paid by GTC and to whom ASTRA shall have no
reasonable objection. Such accountant shall either
confirm the accuracy of the statement by ASTRA or
provide the necessary correction thereto but he shall
not otherwise disclose any records or other information.
In the event that any such inspection shows an
under-reporting and underpayment ASTRA shall pay any
additional sum that would have been payable to GTC had
ASTRA reported correctly, plus interest at the rate of
1.5% per month and, if such underpayment is in excess of
five percent (5%) for any twelve (12) month period,
ASTRA shall pay the cost of such examination as well
4.7 ASTRA shall pay to GTC within thirty (30) days following the
* and each subsequent anniversary of the Effective Date
the sum of * as LICENSE MAINTENANCE FEE for the year
of the term of this Agreement except that no such payment shall
be required for any such year in which (a)
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a milestone payment of at least * is also payable (if
a lesser or no milestone is payable, ASTRA may satisfy this
condition by paying the difference) or (b) ASTRA is supporting
at least * man-years at GTC engaged in the research
under this Agreement. In case termination of this Agreement
shall become effective on a date not being the anniversary of
the Effective Date the above sum of * shall be
pro-rated.
4.8 Except as otherwise specifically provided herein, ASTRA shall
not be obligated to pay any remuneration to, or to absorb any
cost or expenses of, GTC.
5. GTC HELICOBACTER TECHNOLOGY
5.1 GTC hereby grants to ASTRA, and ASTRA accepts, subject to the
terms and conditions hereof, under GTC's patents and other
intellectual property rights from time to time an exclusive
worldwide perpetual, sublicensable license to use and exploit
GTC's existing and future (to the extent not included in the
Resulting Technology with respect to which ASTRA will *
) Helicobacter spp inventions (patentable or
not), products, formulae, processes, techniques, discoveries,
improvement, information, data and knowledge, as amended,
improved or modified from time to time (herein collectively
referred to as "GTC Helicobacter Technology") to develop,
research, manufacture, use, sell and distribute pharmaceutical
products, Vaccines and diagnostic products (whether related to
Helicobacter Spp or not) including, without limitation,
Pharmaceutical Products, Vaccine Products and Diagnostic
Products. The term GTC Helicobacter Technology shall include,
but not be limited to, the Helicobacter Data Base and the
elements described in Exhibit 2 hereto.
6. RESULTING TECHNOLOGY
6.1 * any and all
inventions (patentable or not), products, formulae; processes,
techniques, discoveries, improvements, information, data and
knowledge and any other results conceived, developed or
generated under the Research Collaboration, as exemplified in
Exhibit 3 hereto, (whether related to Helicobacter Spp or not),
and all intellectual property and other rights related thereto
hereinafter collectively referred to as "Resulting Technology".
Although * is "whether related to Helicobacter Spp
or not", the parties acknowledge that GTC's obligations with
respect to the Research Collaboration are limited to *
Helicobacter Spp. Without affecting * to the
Resulting Technology the inventorship of all inventions
included in Resulting Technology shall be determined in
accordance with the patent laws of the United States. *
GTC shall be the owner of * and ASTRA shall
have under GTC's patents and other intellectual property rights
from time to time a non-exclusive * license
(but without the right to grant sublicenses *
) to use and exploit the *
conceived, developed or generated by GTC as a result of the
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research to be performed under this Agreement to develop,
research, manufacture, use, sell and distribute pharmaceutical
products, Vaccines and diagnostic products (whether related to
Helicobacter Spp or not) including, without limitation,
Pharmaceutical Products, Vaccine Products and Diagnostic
Products. *
7. ACCESS TO RESULTING TECHNOLOGY AND GTC HELICOBACTER TECHNOLOGY
7.1 Software and components thereof, either existing or developed,
needed to pursue searches in the Helicobacter Data Base and to
process, interpret or analyze the data therefrom including
reconstruction of gene components is herein collectively
referred to as "Software Technology". Software Technology does
not include any software used in the creation of, as opposed to
access to or analysis, processing and interpretation of the
Helicobacter Data Base. To the extent Software Technology is
proprietary to GTC, ASTRA shall have a non-exclusive,
perpetual, worldwide license (but without the right to grant
sublicenses * ) to use the same
for access to, and analysis, processing and interpretion of,
the Helicobacter Data Base and for no other purpose. The
Software Technology which is not proprietary to GTC and the
Software Technology which is in the public domain is listed in
Exhibit 5 hereto. GTC has *
ASTRA shall
obtain licenses to Software Technology which is not proprietary
to GTC at no expense to GTC.
7.2 Promptly following the Effective Date, GTC shall deliver to
ASTRA electronic and hard copies of the annotated Helicobacter
Data Base as well as an outline of the methodologies and
procedures used to obtain data and for sequence analysis.
Current updates will be furnished to ASTRA periodically not
less than on a monthly basis provided there is information that
requires updating.
7.3 ASTRA will also have direct access to raw ▇▇▇▇▇▇▇▇ ▇▇▇▇ via GTC
and to other work resulting from the collaboration under this
Agreement including, but not limited to, targeted sequencing
data, comparative ▇▇▇▇▇▇▇▇ ▇▇▇▇, gene mapping data,
representational difference analysis data, structural modelling
data, gene expression and protein expression data, gene
mutation data, molecular genetic methodologies and
technologies, protein purification procedures, and biochemical
and screening assay methodologies.
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7.4 Upon request and from time to time, ASTRA will also have access
to the * conceived, developed or generated
by GTC as a result of the research to be performed under this
Agreement, the GTC Helicobacter Technology and the Resulting
Technology, including, without limitation, (i) samples of all
plasmids/E. coli strains carrying these plasmids which have
been sequenced and used to construct the Helicobacter Data
Base, (ii) provisions of strain which has been sequenced, and
access to other Helicobacter strains in GTC collection and
(iii) all gene libraries, mutants and vectors constructed,
genes subcloned, amplified PCR products, proteins purified
under work described in Exhibit 1 "Research Plan" or other work
resulting from the collaboration.
7.5 To the extent practicable, ASTRA's access as contemplated by
this Article 7 will at all times be via computer network with
24 hours accessibility except for downtime required to maintain
or otherwise service the database. Except for access via
computer network, ASTRA's access will be during normal business
hours and upon reasonable notice granting ASTRA treatment and
priority not less favorable than granted to GTC's other
collaborators.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Each party agrees to use all reasonable efforts to see to it
that all its employees and other persons engaged by it, are
committed in such a way that the rights to the GTC Helicobacter
Technology, * Software Technology, to the
extent proprietary to GTC, and the Resulting Technology are
secured to the effect described in Articles 5.1 and 6.1.
8.2 The procurement, maintenance, defense and actions for
infringement of patents and other intellectual property rights
related to Resulting Technology and (for so long as ASTRA's
license according to Article 5 is on an exclusive basis) GTC
Helicobacter Technology, excluding * (the
"IP-Rights") are the concern of ASTRA. ASTRA shall handle such
matters at its own cost and discretion subject to Articles 8.3
- 8.4:
8.3 GTC shall at ASTRA's expense cooperate fully in the
preparation, filing, prosecution, maintenance, defense and
actions for infringement of the IP-Rights, executing all
papers and instruments and taking other reasonable measures or
requiring members of GTC to execute such papers and instruments
or to take other reasonable measures so as to enable ASTRA to
accomplish the foregoing, Article 8.2, in its own name in any
country. Each party shall provide to the other prompt notice as
to all substantial matters which come to its attention and
which relates to the preparation, filing, prosecution
maintenance, defense or infringement of the IP-Rights.
8.4 If ASTRA or its sublicensee elects to commence an action for
infringement and GTC is a legally indispensable party to such
action, GTC shall have the right to assign to ASTRA all of
GTC's right, title and interest in each patent which is the
subject of such action. In the event that GTC makes such an
assignment, such assignment shall be irrevocable, and such
action by
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ASTRA on that patent or patents shall thereafter be brought or
continued without GTC as a party. Notwithstanding any such
assignment to ASTRA by GTC and regardless of whether GTC is or
is not an indispensable party, GTC shall cooperate fully with
ASTRA in connection with any such action. In the event that
any patent is assigned to ASTRA by GTC, pursuant to this
paragraph, such assignment shall require ASTRA to continue to
meet its obligations under this Agreement as if the assigned
patent or patent application were still licensed to ASTRA.
8.5 No settlement, or consent judgment of any suit to which GTC is
a party may be entered into without the consent of GTC, which
consent shall not be unreasonably withheld. No consent shall
be required if the relief against GTC is solely monetary and
ASTRA agrees to hold GTC harmless therefrom.
8.6 Recoveries or reimbursements from actions for infringement as
contemplated by this Article 8 shall first be applied to
reimburse ASTRA and GTC for litigation costs. Recoveries or
reimbursements representing lost sales or profits of a Product
shall be shared by ASTRA * and GTC * . Any remaining
recoveries or reimbursements representing infringement of GTC
Helicobacter Technology shall be shared by ASTRA * and GTC
* . Any remaining recoveries or reimbursements representing
infringement of Resulting Technology shall be retained by
ASTRA.
8.7 In the event that a declaratory judgment action alleging
invalidity of any of the GTC Helicobacter Technology shall be
brought against ASTRA or GTC, GTC at its sole option, shall
have the right to intervene at its own expense subject to
ASTRA's right to control the process.
8.8 ASTRA may, at its own discretion, renounce its claims to
certain rights included in the IP-Rights, whereupon ASTRA
shall have no responsibilities or liabilities in relation to
such IP-Rights. ASTRA shall promptly notify GTC of any such
renouncement and GTC shall have the option of acquiring such
IP-Rights without paying any compensation to ASTRA.
9 CONFIDENTIALITY
9.1 Each party hereby agrees and undertakes to hold and maintain
in strict confidence and not disclose to any third party for
any reason any information of a confidential nature about the
other party's or its collaborators research, development, use
manufacture, sale or distribution of products which a party
may learn in connection with the activities contemplated by
this Agreement and not to use such information for other
purposes than performing the Research Collaboration and
pursuing to the terms and conditions of this Agreement.
Furthermore, ASTRA agrees and undertakes (except with regard
to bona fide collaborators bound by obligations of
confidentiality similar to those contained herein) to hold and
maintain in strict confidence and not disclose to any third
party for any reason any information about * .
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The restrictions of confidentiality and use set forth above in
this Article 9.1 shall not apply to information:
a) which at the time of disclosure is in the public
domain;
b) which after disclosure becomes part of the public
domain by publication or otherwise except by breach of
the undertakings hereunder by the receiving party;
c) which the receiving party can establish by competent
proof was in its possession at the time of disclosure
and was not acquired, directly or indirectly, from the
disclosing party;
d) which the receiving party can establish by competent
proof was subsequently developed by the receiving party
without access to information of the disclosing party;
or
e) which the receiving party can establish by competent
proof was lawfully received from a third party without
restriction on confidentiality.
9.2 * GTC agrees and undertakes to
*
pursuing to the terms and
conditions of this Agreement.
9.3 It is understood that ASTRA shall *
if
and when GTC should terminate this Agreement pursuant to
Article 10.2, 10.3 or 10.7 then ASTRA shall *
in accordance with the
rules set out in Article 9.1.
9.4 In order to secure the obligations set forth in Article 9 the
parties agree to exercise every reasonable precaution to
prevent and restrain the unauthorized disclosure and use of
information subject to confidentiality, including restricting
access to such information to such of its employees as are
bound to keep such information confidential and need to have
such access for the purpose of this Agreement.
9.5 The undertakings set forth in this Article 9 shall be valid
during the term of this Agreement and * years
thereafter.
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10. TERM
10.1 (a) This Agreement shall become effective as of the date
first above written and shall, remain in force until
terminated as herein provided. This Agreement shall
terminate automatically when ASTRA cease to be under an
obligation to effect the royalty payments specified in
Article 4.6.
(b) The Research Collaboration shall become effective as of
the date first above written and shall remain in force
for a period of four (4) years, provided that ASTRA
shall have the right to terminate the Research
Collaboration by six (6) months prior written notice to
GTC given at any time after the second anniversary of
the date hereof. Termination of the Research
Collaboration contemplated by this Agreement shall have
no effect on the term of this Agreement.
10.2 In the event ASTRA fails to make payments due hereunder, GTC
shall have the right to terminate this Agreement upon sixty
(60) days written notice specifying such failure and its claim
of right to terminate, unless ASTRA makes such payments plus
interest within the sixty (60) days notice period. If
payments are not so made GTC may immediately terminate this
Agreement.
10.3 In the event that either party shall be in default in the
performance of any of its material obligations under this
Agreement (other than as provided in 10.2 above which shall
take precedence over any other default), and if the default
has not been remedied within ninety (90) days after the date
of notice in writing specifying such default and its claim of
right to terminate, the other may terminate this Agreement by
written notice in addition to any other remedies available to
it by law or equity.
10.4 Notwithstanding Articles 10.2 and 10.3 a party shall not have
the right to terminate this Agreement in the event the other
party has initiated a procedure pursuant to Article 12 to
resolve the dispute for which termination is being sought.
10.5 (a) In the event ASTRA any time following the *
anniversary of the Effective Date upon request by GTC
is unable to reasonably demonstrate that it or its
collaborators are [actively] engaged in research,
development or commercialization of the GTC Helicobacter
Technology or the Resulting Technology, GTC may
terminate this Agreement by written notice with the
consequences elaborated under Article 11.1 . In making
this determination there shall be taken into account the
normal course of such programs conducted with sound and
reasonable business practices and judgment which have
had commercial success.
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(b) Notwithstanding, the diligence required by 10.5 (a)
shall not apply for any year of the term of this
Agreement in which a milestone payment of at least
* is also payable (if a lesser or no milestone is
payable, ASTRA may satisfy this condition by paying the
difference or all, as the case may be) or ASTRA is
supporting at least * man-years at GTC engaged
in the research under this Agreement.
(c) In the event ASTRA any time following the *
anniversary of the Effective Date upon request by GTC
is unable to reasonably demonstrate that it or its
collaborators are actively engaged in research,
development or commercialization of the GTC
Helicobacter Technology or the Resulting Technology in
Pharmaceutical Products or Vaccine Products, GTC may
terminate this Agreement by written notice, with the
consequences elaborated under Article 11.1. In making
this determination there shall be taken into account
the normal course of such programs conducted with sound
and reasonable business practices and judgment which
have had commercial success.
(d) In the event ASTRA any time following the *
anniversary of the Effective Date upon request by GTC
is unable to reasonably demonstrate that it or its
collaborators are actively engaged in research,
development or commercialization of the GTC
Helicobacter Technology or the Resulting Technology in
Diagnostic Products, GTC may convert the licenses
granted to ASTRA under this Agreement into
non-exclusive licenses with respect to diagnostic
products by written notice, with the consequences
elaborated under Article 11.2. In making this
determination there shall be taken into account the
normal course of such programs conducted with sound and
reasonable business practices and judgment which have
had commercial success.
(e) Notwithstanding, the diligence required by Article 10.5
(c) shall not apply for any year of the term of this
Agreement in which milestone payments of at least
* are also payable (if a lesser or no
milestone is payable, ASTRA may satisfy this condition
by paying the difference or all, as the case may be).
(f) Notwithstanding, the diligence required by 10.5 (d)
shall not apply for any year of the term of this
Agreement in which a milestone payment of at least
* is also payable (if a lesser or no
milestone is payable, ASTRA may satisfy this condition
by paying the difference or all, as the case may be) or
ASTRA is supporting at least * man-years at GTC
engaged in the research under this Agreement.
10.6 ASTRA may, at its own discretion, terminate this Agreement by
* prior written notice to GTC given at any time
after the sixth anniversary of the Effective Date.
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10.7 In the event that either party shall become insolvent, shall
make an assignment for the benefit of creditors, or shall have
a petition in bankruptcy filed for or against it, the other
shall have the right to terminate this entire Agreement
immediately upon giving such party written notice of such
termination.
11. CONSEQUENCES OF TERMINATION
11.1 In the event this Agreement is terminated pursuant to Article
10.1 (a), 10.5 (a) or (c) or 10.6
(a) ASTRA s exclusive license of the GTC Helicobacter
Technology contemplated by Article 5 will be converted
into a non-exclusive license all other term and
conditions remaining unchanged.
(b) With respect to IP-Rights included in the Resulting
Technology, (i) ownership of all patents invented
solely by GTC shall be assigned to GTC and GTC shall be
deemed to have granted ASTRA a non-exclusive license
thereto on the same terms and conditions as with regard
to the GTC Helicobacter Technology, and (ii) ownership
of all patents invented solely by ASTRA or jointly with
GTC shall * and, except for IP-Rights
representing ASTRA's proprietary interest in a Product,
*
. Invented solely by a party means not
invented jointly with the other party or a collaborator
of the other party.
(c) ASTRA's non-exclusive license of the *
conceived, developed or generated by GTC
as a result of the research to be performed under this
Agreement contemplated by Article 6 will remain
unchanged.
(d) ASTRA's non-exclusive license of the Software
Technology which is proprietary to GTC contemplated by
Article 7 will remain unchanged.
(e) Notwithstanding the above, in the event this Agreement
is terminated pursuant to Article 10.5 (c) and ASTRA or
its collaborators are engaged in research, development
or commercialization of the GTC Helicobacter Technology
or Resulting Technology in Diagnostic Product, ASTRA's
exclusive license of the GTC Helicobacter Technology,
* and Software Technology shall
remain unchanged as far as concerns diagnostic products
and IP-Rights included in the Resulting Technology
relating to diagnostic products shall remain with ASTRA
and being subject to no right of GTC.
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11.2 In the event GTC should convert ASTRA's exclusive license
under this Agreement with respect to diagnostic products into
a non-exclusive license pursuant to Article 10.5 (d) by reason
of ASTRA being unable to reasonably demonstrate that it or its
collaborators are actively engaged in research, development or
commercialization of the GTC Helicobacter Technology or the
Resulting Technology with respect to Diagnostic Products, then
this Agreement shall nevertheless remain in effect in
accordance with the terms hereof except that ASTRA shall no
longer have an exclusive license under the GTC Helicobacter
Technology, Software Technology which is proprietary to GTC or
the * conceived, developed or generated by
GTC as a result of the research to be performed under this
Agreement with respect to diagnostic products and *
under the Resulting Technology.
11.3 The * under 11.1 (b)(ii) and 11.2
above shall not apply to Resulting Technology arising out of
BONA FIDE collaborations by * with third parties if and to
the extent * by
undertakings to third parties resulting from such
collaboration and not primarily for the purpose of *
.
11.4 If this Agreement is terminated by GTC pursuant to Articles
10.2 , 10.3 or 10.7 and without limiting any remedies which
GTC may have at law or in equity by reason of such
termination:
(a) the license of the GTC Helicobacter Technology, the
* conceived, developed or generated
by GTC as a result of the research to be performed
under this Agreement and the Software Technology which
is proprietary to GTC will terminate and ASTRA will
have no license with respect thereto
(b) GTC will be the owner of all patents and IP-Rights
included in the Resulting Technology whether or not
invented by GTC and ASTRA will have no license with
respect thereto, and
(c) except for the technology covered by such patents and
IP-Rights with respect to which GTC will thereupon have
exclusive rights, *
.
11.5 In the event this Agreement is terminated by ASTRA pursuant to
Article 10.3 or 10.7 and without limiting any remedies which
ASTRA may have at law or in equity by reason of such
termination:
a) GTC shall be deemed to have assigned to ASTRA all its
rights, titles and interest in and to the GTC
Helicobacter Technology, and
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b) ASTRA will * the
Resulting Technology.
c) GTC shall be deemed to have granted to ASTRA in
perpetuity, a non-exclusive worldwide, sublicensable,
royalty free, license under the *
conceived, developed or generated by GTC as a result of
the research to be performed under this Agreement and
Software Technology proprietary to GTC.
11.6 Upon termination, each party undertakes to execute all
documents and to take all reasonable actions necessary or
advisable to carry out the foregoing and to procure its
employees and other persons engaged by it to do so.
11.7 The obligation of ASTRA to pay royalties and milestones
hereunder shall survive termination except for termination by
ASTRA pursuant to Articles 10.1, 10.3 and 10.7. Termination
shall not affect financial obligations hereunder accruing
prior thereto.
12. GOVERNING LAW AND ARBITRATION
12.1 This Agreement shall be governed and interpreted in accordance
with the law of the Commonwealth of Massachusetts applicable
to agreements executed and to be performed therein.
12.2 Subject to the limitation stated in the final sentence of this
section, any dispute, controversy or claim arising out of or
in connection with this Agreement, or the breach, termination
or invalidity thereof, shall be exclusively settled under the
then rules of Conciliation and Arbitration of the
International Chamber of Commerce by three arbitrators
appointed in accordance with the said Rules. The demand for
arbitration shall be filed within 180 days after the
controversy or claim has arisen. Such arbitration shall be
held in London, England. The award through arbitration shall
be final and binding. Each party may enter any such award in
a court having jurisdiction or may make application to such
court for judicial acceptance of the award and an order of
enforcement, as the case may be. Notwithstanding the
foregoing, either party may, without recourse to arbitration,
assert against the other party a third-party claim or
cross-claim in any action brought by a third party, to which
the subject matter of this Agreement may be relevant.
13 WARRANTIES AND REPRESENTATIONS
13.1 Each party hereby represents and warrants to the other as
follows:
(a) It is a corporation duly organized, validity existing
and is in good standing under the laws of the
jurisdiction of its incorporation, is qualified to do
business and is in good standing as a foreign
corporation in each jurisdiction in which the conduct
of its business or the ownership of its properties
requires such qualification and has all
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requisite power and authority, corporate or otherwise,
to conduct its business as now being conducted, to own,
lease and operate its properties and to execute,
deliver and perform this Agreement.
(b) The execution, delivery and performance by it of this
Agreement (including the grant of the rights and
licenses referable to GTC Helicobacter Technology and
* conceived, developed or generated
by GTC as a result of the research to be performed
under this Agreement and Software Technology which is
proprietary to GTC ) has been duly authorized by all
necessary corporate action and do not and will not
(i) require any consent or approval of its
stockholders,
(ii) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction,
decree, determination or award presently in
effect having applicability to it or any
provision of its charter or by-laws, or
(iii) result in a breach or constitute a default
under any agreement, mortgage, lease, license,
permit, patent or other instrument or obligation
to which it is a party or by which it or its
assets may be bound or affected.
(c) No authorization, consent, approval, license, exemption
of, or filing or registration with, any court or
governmental authority or regulatory body is required
for the due execution, delivery or performance by it of
this Agreement (including the grant of the rights and
licenses by GTC referable to GTC Helicobacter
Technology and * conceived,
developed or generated by GTC as a result of the
research to be performed under this Agreement and
Software Technology which is proprietary to GTC)
(d) This Agreement is a legal, valid and binding obligation
of such party, enforceable against it in accordance
with its terms and conditions. It is not under any
obligation to any person, contractual or otherwise,
that is conflicting or inconsistent in any respect with
the terms of this Agreement (including the grant of the
rights and licenses by GTC referable to GTC
Helicobacter Technology and * and
Software Technology which is proprietary to GTC) or
that would impede the diligent and complete fulfillment
of its obligations hereunder.
(e) It is not debarred or suspended from receiving
contracts from the United States, or Swedish government
or other governmental authority or agency.
(f) Each party has disclosed to the other in good faith any
and all material information relevant to the subject
matter of this Agreement to such party's ability to
observe and perform its obligations hereunder, and each
party convenants on and after the Effective Date to
provide to the
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other such additional material information which
affects the subject matter of this Agreement or the
ability of such party to observe and perform its
obligations hereunder.
13.2 GTC represents and warrants to ASTRA that, to the best of the
information, knowledge and belief of GTC's officers:
(a) the GTC Helicobacter Technology is free of any liens,
encumbrances, restrictions and other legal or
equitable claims of any kind or nature,
(b) GTC has the right to grant the license of GTC
Helicobacter Technology and, to the extent proprietary
to GTC, Software Technology,
(c) GTC has not granted any license or sublicense or other
rights to the GTC Helicobacter Technology and has not
disclosed such technology or any part thereof to any
third parties except as listed in EXHIBIT 6 hereto
under obligations of confidentiality,
(d) Without prejudice to the generality of the forgoing,
* has been used for the development of
the GTC Helicobacter Technology and GTC is under no
obligation to share or disclose this technology or any
part thereof with any third party nor will ASTRA be
under any such obligation and,
(e) EXHIBIT 5 hereto contains a complete and correct
specification of all Software Technology which is not
proprietary to GTC and, when ASTRA has *
ASTRA will, subject to the terms and conditions of *
be in a position to utilize the software * to the
same extent that GTC utilizes such software to fully
enjoy all rights conferred upon it under this Agreement
including but not limited to, accessing analyzing,
processing and interpretion of the Helicobacter Data
Base * the software currently being used by GTC
except * and except that GTC
shall have no liability to ASTRA by reason of the
breach of this representation except to the extent
that ASTRA's damage by reason thereof shall exceed
* in the aggregate, and
(f) Subject only to ASTRA * Exhibit 5
hereto, there exists no circumstances relating to any
claim, right or demand which in the reasonable
judgment of GTC could adversely affect the enjoyment,
use or exploitation of the rights and licenses granted
to ASTRA under this Agreement in accordance with the
terms and provisions set forth herein excluding
circumstances which are generally known and excluding
circumstance which are known by either Astra Hassle
AB's officers or Astra Research Center
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* Inc' officers, including *
or which should be known by the officers of a major
pharmaceutical company and excluding circumstances the
effect of which is immaterial to ASTRA. GTC undertakes
not to knowingly contribute in any respect to the
creation of any such claim, right or demand excluding
any such contribution the effect of which is
immaterial to ASTRA.
The foregoing representations in 13.2 shall not survive
termination of this Agreement if terminated by GTC
pursuant to 10.2, 10.3 and 10.7.
14. MISCELLANEOUS
14.1 The parties agree to comply with all applicable laws and
regulations. In particular, it is understood and acknowledged
that the transfer of certain commodities and technical data is
subject to United States laws and regulations controlling the
export of such commodities and technical data, including all
Export Administration Regulations of the United States
Department of Commerce. These laws and regulations, among
other things, prohibit or require a license for the export of
certain types of technical data to certain specified
countries. ASTRA hereby agrees and gives written assurance
that it will comply with all United States laws and
regulations controlling the export of commodities and
technical data, that it will be solely responsible for any
violation of such by ASTRA or sublicensees, and that it will
defend and hold GTC harmless in the event of any legal action
of any nature occasioned by such violation.
14.2 EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT GTC EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES
NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF THE GTC HELICOBACTER TECHNOLOGY,
RESULTING TECHNOLOGY, * OR SOFTWARE
TECHNOLOGY.
14.3 GTC acknowledges that ASTRA, in addition to the Research
Collaboration, has, and will continue individually, and
together with third parties, the research, development,
manufacture, and sale of pharmaceutical products, vaccine
products, and diagnostic products against i.a.
gastrointestinal infection or other disease caused by
Helicobacter Spp which
(i) may *
(ii) may * and
(iii) for which *
pursuant to this Agreement.
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GTC further acknowledges and agrees that GTC will be entitled
to milestone payments and Net Sales royalty only with respect
to such Products as are defined as Pharmaceutical Products,
Vaccine Products and Diagnostic Products hereunder.
Neither party makes any representation or warranty to the
other as to whether or not a Product will be developed under
this Agreement.
14.4 (a) ASTRA shall indemnify, defend and hold harmless GTC and
its current or former directors, governing board
members, trustees, officers, faculty, medical and
professional staff, employees, students and agents and
their respective successors, heirs and assigns (the
"Indemnities"), against any liability, damage, loss or
expenses (including reasonable attorneys' fees and
expenses of litigation) incurred by or imposed upon the
Indemnities or any one of them in connection with any
claims, suits, actions, demands or judgments arising
out of any theory of product liability (including, but
not limited to actions in the form of tort, warranty,
or strict liability) concerning any product, process or
service made, used or sold pursuant to any right or
license granted under this Agreement provided, however
that the Indemnitee gives reasonable notice to ASTRA of
any such claim or action, tender the defense of such
claim or action to ASTRA and assists ASTRA, at ASTRA s
expense, in defending such claim or action and does not
compromise or settle such claim or action without ASTRA
s prior written consent, provided, however, that ASTRA
s indemnification of the Indemnitee hereunder shall not
extend to any cost, claim, suit, expense or damage
which arises or results from negligence or intentional
misconduct of the Indemnitee, or any third party for
whom GTC is responsible.
(b) ASTRA agrees, at its own expense, to provide attorneys
reasonably acceptable to GTC to defend against any
actions brought or filed against any party indemnified
hereunder with respect to the subject of indemnity
contained herein, whether or not such actions are
rightfully brought.
14.5 This Agreement is nonassignable and any purported assignment
hereof will be null and void without the prior written consent
of the other except that either party may assign this
Agreement to a transferee of all or substantially all of the
business to which this Agreement relates.
14.6 Written notices required to be given under this Agreement
shall be addressed as follows:
If to GTC:
GENOME THERAPEUTICS CORPORATION
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President, Business Development
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If to ASTRA:
ASTRA RESEARCH CENTER BOSTON INC
------------------------------
------------------------------
------------------------------
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph.D.
or such other address as either party may request in writing.
14.7 Should a court of competent jurisdiction later consider any
provision of this Agreement to be invalid, illegal, or
unenforceable, it shall be considered severed from this
Agreement. All other provisions, rights and obligations shall
continue without regard to the severed provision, provided
that the remaining provisions of this Agreement are in
accordance with the intention of the parties.
14.8 During the term of the research collaboration contemplated by
this Agreement and for a period of * thereafter
ASTRA HASSLE AB, including its Massachusetts research group,
and GTC will not, directly or indirectly solicit or encourage
any employee of the other party involved in the Research
Collaboration to leave the employment of the other party.
14.9 GTC acknowledges that it is GTC's responsibility to attract
and retain personnel qualified to perform its obligations
under this Agreement and that such obligation is an essential
part of this Agreement. In particular, during the term of the
Research Collaboration GTC will use all reasonable efforts to
*
14.10 All press or other announcements which may be made or sent out
by ASTRA or GTC in respect of this Agreement or the
collaboration contemplated thereby shall *
. Exempted from the above are
announcements which one party is required to make under the
rules of the relevant stock exchanges or applicable laws and
regulations in which case the one party shall consult with the
other party if time permits and reasonably observe the
comments of the other party given as soon as possible. The
obligation to consult shall not apply to disclosures in
respect of this Agreement or the collaboration contemplated
thereby required in reports required to be filed with
governmental authorities or submitted to shareholders provided
that such disclosure substantially is in relation to
information which have previously been announced after
consultation with the other party.
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14.11 Nothing in this Agreement is intended or shall be deemed to
constitute a partnership, agency, employer, employee or joint
venture relationship between the parties. Neither party shall
incur any debts or make any commitments for the other.
14.12 No right, express or implied, is granted by this Agreement to
use in any manner any trade name or trademark of GTC or ASTRA
in connection with the performance of this Agreement or the
exploitation of any license granted hereunder or otherwise;
each party may make any legally required reference to the
other in connection with such manufacture or sale of Product.
14.13 This Agreement, including the Exhibits attached hereto (which
shall form an integral part of this Agreement), constitutes
and contains the entire understanding and agreement of the
parties, and cancels and supersedes any and all prior
negotiations, correspondence and understandings and
agreements, whether verbal or written, between the parties
respecting the subject matter hereof. No waiver, modification
or amendment of any provision of this Agreement shall be
valid or effective unless made in writing and signed by a duly
authorized officer of each of the parties.
--------------------------------------
In witness whereof, the parties hereto have executed this Agreement in two (2)
copies on the date first above written.
ASTRA HASSLE AB GENOME THERAPEUTICS
CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------- ---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Group Chief Title: Chairman,
Executive Officer Chief Executive Officer
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EXHIBIT 1
"RESEARCH PLAN"
I. DATABASE DEVELOPMENT AND ANNOTATION
*
II. IDENTIFICATION OF THERAPEUTIC AND VACCINE TARGETS
*
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*
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*
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*
III. ANALYSIS OF GENETIC DIVERSITY
*
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*
IV. DEVELOPMENT OF BIOASSAYS
*
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*
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EXHIBIT 2
GTC Helicobacter Technology
*
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*
36
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*
37
* Confidential Treatment Requested
*
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EXHIBIT 3
Resulting Technology
Resulting Technology includes:
*
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EXHIBIT 4
*
includes: *
1) *
2) *
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EXHIBIT 5
Software Technology
NON-PROPRIETARY
*
*
*
*
PUBLIC DOMAIN:
* homology searching; part of
*
* database searching
* hypertext browser
* finding
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EXHIBIT 5 -cont-
Software Technology
Copies of Agreements
[ * ]
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EXHIBIT 6
Third Party Disclosures under Confidential Disclosure Agreements
GTC Consultants
*
*
Disclosure related to patent applications
U.S. Patent and Trademark Office
*
Third Party Due Diligence*
*
*
*Persons retained by ASTRA to assist in scientific due diligence