Exhibit 10.3
A COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
Quick-Med Technologies. Inc.
(Cooperator)
and
the U.S. Army Medical Research Institute of Chemical Defense
(Laboratory)
Article 1. Background
1.00 This Agreement is entered into under the authority of the Federal
Technology Transfer Act of 1986, 15 U.S.C. 3710a, et seq., between the
Cooperator and the Laboratory, the parties to this Agreement.
1.01 Laboratory, on behalf of the U.S. Government, and Cooperator
desire to cooperate in research and development on (title of research subject).
Article 2. Definitions
2.00 The following terms are defined for this Agreement as follows:
2.01 "Agreement" means this cooperative research and development
agreement.
2.02 "Invention" and "Made" have the meanings set forth in Title 15
U.S.C. Section 3703(9) and (10).
2.03 "Proprietary Information" means information marked with a
proprietary legend which embodies trade secrets developed at private expense or
which is confidential business or financial information provided that such
information:
(i) is not generally known or available from other sources
without obligations concerning their confidentiality:
(ii) has not been made available by the owners to others
without obligation concerning its confidentiality; and
(iii) is not already available to the Government without
obligation concerning its confidentiality.
2.04 "Subject Data" means all recorded information first produced in
the performance of this Agreement.
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2.05 "Subject Invention" means any Invention Made as a consequence of,
or in relation to, the performance of work under this Agreement.
Article 3. Research Scope and Administration
3.00 Scope of Work. Research performed under this Agreement shall be
performed in accordance with the Scope of Work (SOW) incorporated as a part of
this Agreement at Appendix A.
3.01 Review of Work. Periodic conferences shall be held between the
parties for the purpose of reviewing the progress of work. It is understood that
the nature of this research is such that completion within the period of
performance specified, or within the limits of financial support allocated,
cannot be guaranteed. Accordingly, all research will be performed in good faith.
3.02 Principal Investigator. Any work required by the Laboratory under
the SOW will be performed under the supervision of (name and address), who, as
co-principal investigator has responsibility for the scientific and technical
conduct of this project on behalf of the Laboratory. Any work required by the
Cooperator under the SOW will be performed under the supervision of ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, who, as co-principal investigator has responsibility for the scientific
and technical conduct of this project on behalf of the Cooperator.
3.03 Scope Change. If at any time the co-principal investigators
determine that the research data dictates a substantial change in the direction
of the work, the parties shall make a good faith effort to agree on any
necessary change to the SOW and make the change by written notice to the address
listed for the Principal Investigator.
3.04 Final Report. The parties shall prepare a final report of the
results of this project within four months after completing the SOW.
Article 4. Patent Rights
4.00 Reporting. The parties shall promptly report to each other all
Subject Inventions reported to either party by its employees. All Subject
Inventions Made during the performance of this Agreement shall be listed in the
Final Report required by this Agreement.
4.01 Cooperator Employee Inventions. Laboratory waives any ownership
rights the U.S. Government may have in Subject Inventions Made by Cooperator
employees and agrees that Cooperator shall have the option to retain title in
Subject Inventions Made by Cooperator employees. Cooperator shall notify
Laboratory promptly upon making this election and agrees to timely file patent
applications on Cooperators Subject Invention at its own expense. Cooperator
agrees to grant to the U.S. Government on Cooperator's Subject Inventions a
nonexclusive, irrevocable, paid-up license in the patents covering a Subject
Invention, to practice or have practiced, throughout the world by, or on behalf
of the U.S. Government. The nonexclusive license shall be evidenced by a
confirmatory license agreement prepared by Cooperator in a form satisfactory to
Laboratory.
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4.02 Laboratory Employee and Joint Inventions. Laboratory shall have
the initial option to retain title to, and file patent applications on, each
Subject Invention Made by its employees and in each Subject Invention Made
jointly by Cooperator and Laboratory employees. In the event that the Laboratory
informs Cooperator that it elects to retain title to any joint Subject
Invention, Cooperator agrees to assign whatever ownership interest Cooperator
has in the joint Subject Invention.
4.03 Filing of Patent Applications. The party having the right to
retain title to, and file patent applications on, a specific Subject Invention
may elect not to file patent applications, provided it so advises the other
party within 90 days from the date it reports the Subject Invention to the other
party. Thereafter, the other party may elect to file patent applications on the
Subject Invention and the party initially reporting the Subject Invention agrees
to assign its ownership interest in the Subject Invention to the other party
subject to the retention by the party assigning ownership of a nonexclusive,
irrevocable, paid-up license to practice, or have practiced, the Subject
Invention throughout the world.
4.04 Patent Expenses. The expenses attendant to the filing of patent
applications shall be borne by the party filing the patent application. Each
party shall provide the other party with copies of the patent applications it
files on any Subject Invention along with the power to inspect and make copies
of all documents retained in the official patent application files by the
applicable patent office. The parties agree to reasonably cooperate with each
other in the preparation and filing of patent applications resulting from this
Agreement.
Article 5. Exclusive License
5.00 Grant. The Laboratory agrees to grant to the Cooperator a limited
term exclusive license in each U.S. patent application, and patents issued
thereon, covering a Subject Invention, which is filed by the Laboratory subject
to the reservation of a nonexclusive. irrevocable, paid-up license to practice
and have practiced the Subject Invention.
5.01 Exclusive License Terms. The Cooperator shall elect or decline to
exercise its right to acquire a limited term exclusive license to any Subject
Invention within six months of being informed by the Laboratory of the Subject
Invention. The specific royalty rate and other terms of license shall be
negotiated promptly in good faith.
Article 6. Subject Data and Proprietary Information
6.00 Subject Data Ownership. Subject Data shall be jointly owned by the
parties. Either party shall have the right to review all Subject Data which has
not been delivered to the other party.
6.01 Proprietary Information. Laboratory agrees that any Proprietary
Information furnished by Cooperator to Laboratory under this Agreement, or in
contemplation of this Agreement, shall be used, reproduced and disclosed by
Laboratory only for the purpose of carrying out this Agreement, and shall not be
released by Laboratory to third parties unless consent to such release is
obtained from Cooperator. Cooperator shall place a proprietary notice on all
information it delivers to Laboratory under this Agreement which it asserts is
proprietary.
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6.02 Release Restrictions. Laboratory shall have the right to use all
Subject Data for any Governmental purpose, but shall not release Subject Data
publicly except: (i) Laboratory in reporting on the results of research may
publish Subject Data in technical articles and other documents to the extent it
determines to be appropriate; and (ii) Laboratory may release Subject Data where
release is required by law or court order. The parties agree to confer prior to
the publication of Subject Data to assure that no Proprietary Information is
released and that patent rights are not jeopardized. Prior to submitting a
manuscript for review which contains the results of the research under this
Agreement, or prior to publication if no such review is made, each party shall
be offered an ample opportunity to review any proposed manuscript and to file
patent applications in a timely manner.
Article 7. Termination
7.00 Termination by Mutual Consent. Cooperator and Laboratory may elect
to terminate this Agreement, or portions thereof, at any time by mutual consent.
7.01 Termination by Unilateral Action. Either party may unilaterally
terminate this entire Agreement at any time by giving the other party written
notice, not less than 30 days prior to the desired termination date.
7.02 Termination Procedures. In the event of termination, the parties
shall specify the disposition of all property, patents and other results of work
accomplished or in progress, arising from or performed under this Agreement by
written notice. Upon receipt of a written termination notice, the parties shall
not make any new commitments and shall, to the extent feasible, cancel all
outstanding commitments that relate to this Agreement. Notwithstanding any other
provision of this Agreement, any exclusive license entered into by the parties
relating to this Agreement shall be simultaneously terminated unless the parties
agree to retain such exclusive license.
Article 8. Disputes
8.00 Settlement. Any dispute arising under this Agreement which is not
disposed of by agreement of the principal investigators shall be submitted
jointly to the signatories of this Agreement. A joint decision of the
signatories or their designees shall be the disposition of such dispute.
However, nothing in this section shall prevent any party from pursuing any and
an administrative and/or judicial remedies which may be allowable.
Article 9. Liability
9.00 Property. Neither party shall be responsible for damages to any
property provided to. or acquired by, the other party pursuant to this
Agreement.
9.01 Cooperator's Employees. Cooperator agrees to indemnify and hold
harmless the U.S. Government for liability of any kind involving an employee of
Cooperator arising in connection with this Agreement, and for all liabilities
arising out of the use by Cooperator of Laboratory's research and technical
developments, or out of any use, sale or other disposition by Cooperator of
products made based on Laboratory's technical developments, except to the extent
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the liability is due to the negligence of Laboratory under the provisions of the
Federal Torts Claims Act.
9.02 No Warranty. The parties make no express or implied warranty as to
any matter whatsoever, including the conditions of the research or any Invention
or product, whether tangible or intangible, Made, or developed under this
agreement, or the ownership, merchantability, or fitness for a particular
purpose of the research or any Invention or product.
Article 10. Miscellaneous
10.00 No Benefits. No member of, or delegate to the United States
Congress, or resident commissioner, shall be admitted to any share or part of
this agreement, nor to any benefit that may arise therefrom; but this provision
shall not be construed to extend to this agreement if made with a corporation
for its general benefit.
10.01 Governing Law. This Agreement shall be governed by the laws of
the United States Government.
10.02 Independent Contractors . The relationship of the parties to this
Agreement is that of independent contractors and not as agents of each other or
as joint venturers or partners.
10.03 Use of Name or Endorsements. (a) The parties shall not use the
name of the other party on any product or service which is directly or
indirectly related to either this Agreement or any patent license or assignment
agreement which implements this Agreement without the prior approval of the
other party. (b) By entering into this Agreement, Laboratory does not directly
or indirectly endorse any product or service provided, or to be provided, by
Cooperator, its successors, assignees, or licensees. Cooperator shall not in any
way imply that this Agreement is an endorsement of any such product or service.
Press releases or other public releases of information shall be coordinated
between the parties prior to release, except that the Laboratory may release the
name of the Cooperator and the title of the research subject without prior
approval from the Cooperator.
10.04 The rights specified in provisions of this Agreement covering
Patent Rights, Subject Data and Proprietary Information, and Liability shall
survive the termination or expiration of this Agreement.
10.05 If this Agreement involves a product regulated by the FDA, then
the parties consent and authorize each other and their designated agents or
contractors to have access to, and to cross-reference, any documents filed with
the FDA relating to the product.
Article 11. Duration of Agreement and Effective Date
11.00 Effective Date and Duration of Agreement.
11.01 This Agreement shall enter into force as of the date it is signed
by the last authorized representative of the parties. However, the Assistant
Secretary of the Army (Research, Development and Acquisition) may disapprove or
require modification of this
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Agreement in writing within 30 days of the date the Agreement is presented to
the Assistant Secretary.
11.02 This Agreement will automatically expire on January 1, 2006
unless it is revised by written notice and mutual agreement.
IN WITNESS WHEREOF, the Parties have caused this agreement to be
executed by their duly authorized representatives as follows:
For Cooperator Quick-Med Technologies, Inc.
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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(date) October 24, 2000
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For Laboratory /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
COLONEL, U.S. ARMY
COMMANDING
(date)
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