Exhibit 10.11
EXTENSION/MODIFICATION RESEARCH COLLABORATION
AGREEMENT BETWEEN
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
AND
B TWELVE LTD
Modification No. 1
R.F. Account No. 412-6544A
The Agreement heretofore entered into between THE RESEARCH FOUNDATION OF
STATE UNIVERSITY OF NEW YORK (Foundation) and B TWELVE LTD (Contractor) made
effective as of the 19th day of August, 1999 is hereby amended as follows:
1. Amend Article I Evaluation of the Antibodies to the following
subparts;
e) In addition to providing the existing murine-antibodies as
provided in subparagraph a.., Foundation will also provide
transcobalamin II (TCII) protein to Collaborator, an perform
certain other related responsibilities, in accordance with the
Research Plan Amendment. It is understood and agreed that
Collaborator will share the TCII with a Research Laboratory
designated by Foundation and Collaborator, for the sole purpose
of enabling the Research Laboratory to generate humanized
monoclonal antibodies (human-mAB). Transfers of TCII to the
Research Laboratory will occur only after the Research Laboratory
has executed a Confidentiality Agreement which, among other
provisions, prohibits the Research Laboratory from making any
commercial use of the TCII or human-mAB, unless Research
Laboratory first obtains a license from Foundation. Any costs
incurred by Research Laboratory in preparing the human-mAB will
be borne solely by Collaborator and /or Research Laboratory.
Moreover, the results of services performed by Research
Laboratory will be considered work-for-hire. Consequently,
Collaborator will assure that human-mAB prepared by Research
Laboratory, as well as technical information and data concerning
human-mAB, are shared with Foundation.
f) Ownership of intellectual property resulting form activities
under this agreement, and allocation of license and other rights,
will be determined by Foundation and Collaborator based on their
respective intellectual contributions to the development of such
intellectual property.
2. Amend Article III, Performance of Research, subpart 14 award to add
the following:
a) i. In addition to Phase I support totaling $124,862.00, SPONSOR
agrees to pay UNIVERSITY the additional sum of One Hundred Twenty
Nine Thousand Eight-Hundred Fifty-Six Dollars ($129,856.00) for
th additional Research obligations described in Exhibit B as
amended and attached. This additional compensation, as shown by
approximate category of expense described in Exhibit C as amended
and attached, shall be payable according to the following
schedule:
Payment Date Research Period Payment Amount
------------ --------------- --------------
1. Oct. 31, 2000 1. Aug. 1 - Oct. 31, 2000 1. $32, 464.00
2. Nov. 31, 2000 2. Oct. 1 - Jan. 31, 2001 2. $32, 464.00
3. Jan. 1, 2001 3. Feb. 1 - Apr. 30, 2001 3. $32, 464.00
4. May 1, 2001 4. May 1 - July 31, 2001 4. $36, 464.00
3. Amend Article 15. Basic Term as follows:
This agreement shall continue in force for two (2) years, from August
1, 1999 through July 31, 2001.
4. Except as amended as herein above set forth, the said agreement
between the parties is hereby ratified and confirmed and shall
continue in full force and effect according to its terms.
THE RESEARCH FOUNDATION OF B TWELVE LTD
STATE UNIVERSITY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Contract and Grant Specialist President & CEO
Office of Sponsored Program Services
Dated: 11/01/00 Dated: Feb. 27, 2001
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EXHIBIT B AMENDMENT
(October 2000)
Research Objectives for the 2nd Year
1. Purify additional TCR for monoclonal Ab production and protein sequence
determination.
2. Initiate production on monoclonal Ab to human TCR in collaboration with
Medarex, Inc. We propose the following outline for this project:
o Inject 3 transgene mice with 10g of purified TCR.
o This is to be followed by two additional injections of 5 g each at
10-15 day intervals or at an interval to be determined after
discussions with Medarex.
o The mice are to be bled 2 weeks after the last injection and serum
sent to SUNY-Downstate for testing. Medarex will also screen for anti
TCR antibodies by ELISA assay. We will provide the antigen for this
analysis.
o We will test each of the samples for anti TCR antibodies that block
the uptake of TCII-Cbl by K562 cells. Results of this test will
determine the next stage of mAb production.
o Assuming that one, or all three mice will be used for the next stage
of mAb generation; the fusion of spleen derived lymphocytes with
myeloma cells. Culture medium from positive ▇▇▇▇▇ by ▇▇▇▇▇ assay will
be sent to SUNY-Downstate for identifying samples containing anti TCR
antibodies that block the uptake of TCII-Cbl.
3. Test Cbl analogues for binding to TCII. This aspect of the project will
proceed as the availability of Cbl analogues synthesized by Dr. ▇▇▇▇▇
▇▇▇▇▇▇ at NYU become available and may be extended to include testing the
effect of these analogues on TCII-Cbl uptake and cell growth in cultured
cell lines.
EXHIBIT C
AMENDMENT (October 2000)
Proposed Budget for the Second Year
-----------------------------------
Personnel Effort Base Salary Benefits Total
--------- ------ ----------- -------- -----
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph.D. 40% $34,533 $10,187 $ 44,720
Research Associate 100% $36,538 $10,779 $ 47,317
Subtotal: $ 92,037
Supplies
--------
Reagents and Radioisotopes $ 20,800
Sterile disposable plasticware
Laboratory Supplies
Travel
------
Scientific Meetings $ 2,080
Subtotal Direct Costs $114,917
Indirect Costs @ 13% 14,939
Total Costs $129,856