Exhibit 10.12
LSA
SPONSORED LABORATORY STUDY AGREENIENT
THIS Agreement is made this __________ day of __________ , 1999,
between The University of Texas M.D. ▇▇▇▇▇▇▇▇ Cancer Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Institution"), a component of The University
of Texas System ("System"), and B Twelve, Inc., ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("Sponsor"), to conduct a laboratory study and
evaluation ("Study"). Institution and Sponsor agree as follows:
1. PROTOCOL
1.1 Institution agrees to use its best efforts to conduct the Study, as an
independent contractor, in accordance with Institutional policy,
applicable laws and regulations and the Project, "Pharmacology of
Vitamin B 12 Analogs and Antibodies Developed Against Transcobalamin
and its Cell Receptor" as described in Exhibit A attached hereto and
incorporated herein. The Study will be supervised by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Ph.D., (Principal Investigator"), at Institution,- with assistance from
associates and colleagues as required.
1.2 Sponsor agrees to engage the services of Institution to conduct the
Study and further agrees to provide at no cost to Institution the
(samples, drugs, materials) for the conduct of the Study.
2. AWARD
2.1 In consideration for performance of the Study by Institution, Sponsor
shall pay Institution Eighty- four Thousand and No/100 Dollars
($84,000.00) for Study expenses and other related costs. This amount,
shown by approximate category of expense in Exhibit B attached hereto
for information only, is payable in four (4) quarterly installments in
the amount of Twenty-one Thousand and NO/100 Dollars (S21,000.00) each.
The first payment is payable within thirty (30) days of the date herein
above.
3. TERM
3.1 This Agreement shall continue in force until the earlier of completion
of the Study as mutually agreed upon by the parties or twelve (12)
months from the date set forth above; provided, however, that either
party may terminate the Agreement by giving thirty (30) days advance
notice to the other.
3.2 Upon early termination of this Agreement, Sponsor shall be liable for
all reasonable costs incurred or obligated by Institution at the time
of such termination, subject to the maximum amount specified in Article
2. Sponsor shall pay Institution for such costs within thirty (30) days
of receipt of an invoice for same.
3.3 Upon termination of this Agreement, Institution shall return Sponsor's
materials and equipment to Sponsor.
4. INDENIYIFICATION
4.1 Institution shall, to the extent authorized under the Constitution and
laws of the State of Texas, indemnify and hold Sponsor harmless from
liability resulting from the negligent acts or omissions of
Institution, its agents or employees pertaining to the activities to be
carried out pursuant to the obligations of this Agreement; provided,
however, that Institution shall not hold Sponsor harmless from claims
arising out of the negligence or willful malfeasance of Sponsor, its
officers, agents, or employees, or any person or entity not subject to
Institution's supervision or control. 4.2 Sponsor shall indemnify and
hold harmless System, Institution, their Regents, officers, agents and
employees from any liability or loss resulting from judgments or claims
against them arising out of the activities to be carried out pursuant
to the obligation of this Agreement, including but not limited to the
use by Sponsor of the results of the Study; provided, however, that the
following is excluded from Sponsor's obligation to indemnify and hold
harmless:
a. the negligent * failure of Institution to comply with any
applicable governmental requirements or to adhere to the terms of
the Protocol; or
b. the negligence or willful malfeasance by a Regent, officer, agent,
or employee of Institution or System.
5. PUBLICATION AND CONFIDENTIALITY
5.1 The parties reserve the right to publish or otherwise make public the
data resulting from the Study. The party so wishing to publish or make
public shall submit any such manuscript or release to the other party
for comment thirty (30) days prior to publication or release.
5.2 Except as otherwise required by law or regulation, neither party shall
release or distribute any materials or information containing the name
of the other party or any of its employees without prior written
approval by an authorized representative of the non-releasing party,
but such approval shall not be unreasonably withheld.
5.3 Each party shall hold in confidence for three (3) years after the
termination of this Agreement any confidential information identified
as confidential and obtained from the other party during the course of
this Study. Nothing herein, however, shall prevent Institution or any
other component of System from using any information generated
hereunder for ordinary research and educational purposes of a
university.
6. LNTELLECTUAL PROPERTY
6.1 Title to all inventions and discoveries made by Institution resulting
from the research performed hereunder shall reside in Institution;
title to all inventions and discoveries made by Sponsor resulting
from the research performed hereunder shall reside in Sponsor; title
to all inventions and discoveries made jointly by Institution and
Sponsor resulting from the research performed hereunder shall reside
jointly in Institution and Sponsor. Inventorship shall be determined
in accordance with U.S. Patent law.
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6.2 After consultation with Sponsor regarding the advisability of filing
patent applications, Institution shall file appropriate United States
and foreign patent applications for wholly or jointly owned Institution
inventions. Institution will provide Sponsor, on a confidential basis,
a copy of any such application filed and any documents received or
filed during prosecution thereof and will provide Sponsor the
opportunity to comment thereon. On any application on which an employee
of Sponsor is named as a co-inventor, Sponsor will cooperate in
obtaining execution of any necessary documents by its employees.
6.3 Institution agrees to grant to Sponsor an option to negotiate an
exclusive, worldwide, royalty bearing license to make, use or sell
under any invention or discovery owned wholly or partly by Institution
and made or conceived and reduced to practice during the term of this
Agreement or within six (6) months thereafter and directly resulting
from the performance of the research hereunder, with right to
sublicense with accounting to University. Sponsor shall have three (3)
months from disclosure of any invention or discovery to notify
Institution of its desire to enter into such a license agreement, and a
license agreement shall be negotiated in good faith within a period not
to exceed siX (6) months from Sponsor's notification to Institution of
its desire to enter into a license agreement, or such period of time as
to which the parties shall mutually agree.
6.4 If Sponsor and Institution fail to enter into an agreement during that
period of time, Sponsor shall have a right of first refusal with
respect to any terms generally more favorable offered by Institution to
a third ▇▇▇▇▇ for a period of one (1) year thereafter.
6.5 In the event Sponsor elects to exercise its option to negotiate a
license in accordance with the procedures detailed above, it shall be
obligated to pay all expenses, including attorney's fees, incurred in
searching prior art, obtaining search opinions, preparing applications,
filing, prosecuting, enforcing or maintaining a patent or patent
application with respect to the licensed invention in any country in
which the patent or application is filed.
7. GENERAL
7.1 This Agreement, including the attached Exhibit A and B, constitutes the
entire and only Agreement between the parties relating to the Study,
and all prior negotiations, representations, agreements, and
understandings are superseded hereby. No agreements altering or
supplementing the terms hereof, including the exhibits attached hereto,
may be made except by a written document signed by the duly authorized
representatives of the parties.
7.2 Any conflicts between the Protocol and this Agreement are controlled by
this Agreement.
7.3 This Agreement shall be construed and enforced in accordance with the
laws of the State of Texas.
7.4 This Agreement anticipates educational training and may involve health
science postgraduates and other students of the Institution.
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IN WITNESS WHEREOF, Institution and Sponsor hereby enter into this
Agreement, effective as of the date first set forth above, and execute two (2)
original counterparts.
Sponsor The University of Texas
M.D. ▇▇▇▇▇▇▇▇ Cancer Center
By: /s/ ▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------- ------------------------------------
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D., M.B.A.
Title: President Executive Director,
Date: Aug. 31, 1999 Research Administration
Date: 8-25-99
I have read this agreement and
understand my obligations
hereunder:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D.
Principal Investigator
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., M.D.
Head, Division of Medicine
Make Payment to:
The University of Texas
M.D. ▇▇▇▇▇▇▇▇ Cancer Center
Attn: Manager, Grants and Contracts Accounting
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tax I.D. 74 6001118 A1
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