Exhibit 10(t)
TECHNOLOGY TRANSFER AGREEMENT
TECHNOLOGY TRANSFER AGREEMENT ("Agreement") is entered into as of the 10th
day of February, 1998, between SIGA Pharmaceuticals, Inc., a Delaware
corporation ("Siga"), and MEDIMMUNE, Inc., a Delaware corporation ("MedImmune").
Preliminary Statement
The parties acknowledge that MedImmune wishes to grant a license to Siga,
and Siga desires to receive a license to, the "Antibiotic Technology Package"
(as defined below) in order to permit Siga to commence development of products
in the "Antibiotic Field" (as defined below) based in part on the Antibiotic
Technology Package, and Siga and MedImmune therefore agree as follows.
Agreement
Section 1. Definitions. For purposes of this Agreement, each defined term
used in this Agreement and not otherwise defined shall have the meaning set
forth below:
"Antibiotic Developments" means all discoveries, inventions, or other
proprietary knowledge or matter having applications to the performance of
research, development, production or sale of or otherwise concerning any product
or service within the Antibiotic Field now owned by, controlled or subject to
the rights of MedImmune.
"Antibiotic Field" means the detection, diagnosis and treatment of diseases
in humans and non-human animals caused by gram-negative bacteria. For the
avoidance of doubt, the "Antibiotic Field" does not include treatment or
prevention of such diseases by use of a vaccine or immunotherapeutic.
"Antibiotic Group" means all employees of and consultants to MedImmune
having knowledge of the Antibiotic Technology Package or any part thereof.
"Antibiotic Technology Package" means any and all discoveries and
inventions, trade secrets, ideas, processes, data, techniques, formulas,
compositions of matter, research results and know-how, in each case of any kind
or nature and whether or not patentable or copyrightable and whether or not
reduced to writing or any other tangible, intangible or electronic medium of
expression, owned by MedImmune and which are related to, or which may have any
applications with respect to, the Antibiotic Field.
"Xxxxxxxx Agreement" means that certain Agreement between MedImmune and Xx.
Xxxxx Xxxxxxxx dated March 2, 1995, as amended to date, attached to this
Agreement as Exhibit A.
"Support Services" means the services which may be performed by MedImmune
from time to time as requested by Siga pursuant to this Agreement as set forth
on Schedule A to this Agreement.
"Swedish University Agreement" means that certain Contract Research
Agreement between MedImmune and the Swedish University of Agriculture Sciences
dated May 9, 1995, as amended to date, attached to this Agreement as Exhibit B.
"Symbicom Technology Rights" means all rights of Symbicom AB in and to the
patents and patent applications listed on Exhibit C to this Agreement.
"Transfer" means the transfer of the Antibiotic Technology Package
described in Section 3 below.
"Washington University Agreement" means that certain Research and License
Agreement between MedImmune and Washington University dated as of March 1, 1995,
as amended to date, attached to this Agreement as Exhibit D.
Section 2. License of Antibiotic Technology Package.
2.1 Subject to the terms and conditions of this Agreement, MedImmune hereby
agrees to grant and hereby grants to Siga a sole and exclusive, fully paid,
worldwide, royalty free, non-cancelable license (including the right to
sublicense) under, in and to the Antibiotic Technology Package to research,
develop, make, use, sell, offer for sale, import, export and lease products,
services and processes of every kind and nature in the Antibiotic Field, and to
have third persons do each of the foregoing for their own account or on behalf
of Siga.
2.2 Upon the termination of this Agreement for any reason, each sublicense
granted by Siga shall continue and shall be in full force and effect in
accordance with this Agreement, and MedImmune agrees that it shall succeed to
the rights of Siga under each such sublicense, provided that nothing shall be
deemed to extend any sublicense beyond its original term after the date of
termination of this Agreement unless specifically agreed to in writing by
MedImmune. Siga agrees that it will not use or grant rights to or permit a third
party to use the Antibiotic Technology Package for research, development,
making, having made, using, selling, offering for sale, importing or exporting
of products and processes outside of the Antibiotic Field.
2.3 (a) During the term of this Agreement MedImmune shall be responsible at
its sole cost and expense for prosecuting and maintaining any patent
applications and patents included in the Antibiotic Technology Package. At
Siga's request, MedImmune shall provide Siga with copies of all official actions
and other communications received by MedImmune or its counsel with respect to
the Antibiotic Technology Package. Siga agrees to cooperate with MedImmune in
the preparation, filing, prosecution and maintenance of and such patents and
patent applications by disclosing such information as may be necessary and by
promptly executing such documents as MedImmune may request to effect such
efforts. Siga shall bear its own costs in connection with such cooperation. If
Siga wishes to file a patent application with respect to any invention or
discovery included in or based in whole or in part on the Antibiotic Technology
Package which is not the subject of a patent application or issued patent as of
the date of this Agreement, Siga shall be free to do so in its own name and at
its own cost and expense, and MedImmune shall have no rights in or to any such
patent application or any
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resulting patent (the "Siga Patents"). MedImmune agrees to cooperate with Siga
in the preparation, filing, prosecution and maintenance of the Siga Patents by
disclosing such information as may be necessary and by promptly executing such
documents as Siga may request to effect such efforts. MedImmune shall bear its
own costs in connection with such cooperation. Siga agrees that it will not
assert the Siga Patents against MedImmune or its Affiliates or Sublicensees or
their customers with respect to any product developed or commercialized by
MedImmune, its Affiliates or Sublicensees which is a vaccine or
immunotherapeutic for the treatment or prevention of diseases in humans or
animals.
(b) MedImmune acknowledges that Siga reserves the right to commercialize
any and all inventions or discoveries included in the Siga Patents as Siga may
determine in its discretion. However, if Siga determines to grant any rights in
or to any of the Siga Patents to third parties, Siga agrees that it shall first
promptly inform MedImmune in writing of the nature of the invention or discovery
described in the subject Siga Patent, with reasonable specificity. From and
after the receipt of such notice, MedImmune shall have a right, by written
notice delivered to Siga, to enter into exclusive, good faith negotiations for
the grant of a license to such Siga Patent outside of the Antibiotic Field on
commercially reasonable, mutually agreeable terms and conditions. If MedImmune
and Siga have not successfully concluded such negotiations within sixty (60)
days of the date of notice received by MedImmune from Siga of the existence of a
Siga Patent delivered pursuant to the first sentence of this subsection (b),
Siga shall be free to negotiate and execute such licenses or other grants of
rights in and to such Siga Patent, if any, as it may determine in its sole and
complete discretion, within or without the Antibiotic Field.
(c) MedImmune agrees that it shall not publish or otherwise publicly
disseminate all or any portion of the Antibiotic Technology Package which may be
utilized in the Antibiotic Field. If MedImmune desires to publish or otherwise
publicly disseminate all or any portion of the Antibiotic Technology Package
which may be utilized both within and outside the Antibiotic Field, it will give
prior written notice to Siga and shall not so publish or disseminate if Siga can
reasonably demonstrate within a reasonable period of time that such publication
or dissemination will adversely affect development or commercialization of a
Siga product in the Antibiotic Field; provided that if MedImmune can reasonably
demonstrate to Siga that a failure to publish or disseminate will also adversely
affect development or commercialization of a MedImmune Product, then following
the notification procedure set forth above MedImmune shall be free to publish
and otherwise publicly disseminate the subject portion of the Antibiotic
Technology Package. Siga agrees that if it desires to publish or publicly
disseminate all or any portion of the Antibiotic Technology Package, it may do
so with appropriate references to MedImmune recognizing the contribution of
MedImmune to the Antibiotic Technology Package.
(d) If either party becomes aware of the infringement of any patent or
patent application included in the Antibiotic Technology Package, it shall
immediately inform the other in writing of all details available. If a third
party infringes any such patent or patent application within the Antibiotic
Field, Siga may enforce such patents and patent applications by appropriate
legal proceedings or otherwise at its own cost and expense, and shall retain all
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recoveries. MedImmune may be represented by MedImmune's counsel in any such
legal proceedings, at MedImmune's own expense, in an advisory but not
controlling capacity.
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Section 3. Transfer of Technology Package.
3.1 MedImmune acknowledges and agrees that it will use its commercially
reasonable efforts, consistent with this Section 3, to provide Siga with prompt
and full cooperation so as to insure that the Antibiotic Technology Package is
transferred promptly and completely to Siga.
3.2 In order to facilitate the transfer of the Antibiotic Technology
Package, MedImmune hereby designates Xx. Xxxxx Xxxxxx, and Siga hereby appoints
Xx. Xxxxxx Xxxxx (each a "Coordinator"), as their respective project
coordinators for oversight and coordination of the effective transfer of the
Antibiotic Technology Package. The Coordinators shall be responsible for the
coordination of the Transfer, identification of members of the Antibiotic Group,
informing Siga of any Antibiotic Developments, the performance of the Support
Services, receiving and transmitting information regarding the Antibiotic
Technology Package and the transfer process, and attempting to resolve disputes
between the parties.
3.3 Immediately following the execution of this Agreement, and for so long
as the parties mutually deem reasonably necessary or desirable to effect the
purposes of this Agreement (including without limitation the Transfer), Siga and
MedImmune agree that Siga shall be entitled from time to time with reasonable
notice and at reasonable times to send to MedImmune and each of its facilities
for purposes of meeting and working with members of the Antibiotic Group and
learning the details of the Antibiotic Technology Package such personnel as Siga
may reasonably request, provided that in no event shall the cooperation and
assistance described in this Section extend beyond twenty four (24) months
following the date of this Agreement except upon the mutual agreement of the
parties. During such period the members of the Antibiotic Group shall:
(i) review the Antibiotic Technology Package and all related materials
with such Siga personnel in such reasonable detail as the Siga personnel
may request;
(ii) provide such Siga personnel with all written and tangible
background materials, data, information and know-how included in or related
to the Antibiotic Technology Package in the possession of any member of the
Antibiotic Group or MedImmune and with respect to which the party has a
transferable interest, including without limitation any such materials,
data, information and know-how which may be necessary or desirable for the
practice or use of the Antibiotic Technology Package; and
(iii) explain and demonstrate for such Siga personnel all knowledge,
inventions, processes and techniques included within the Antibiotic
Technology Package in order to provide Siga personnel with sufficient
expertise to use and practice all such knowledge, inventions, processes and
techniques, and, if reasonably deemed necessary or appropriate by Siga,
provide any available information in the Antibiotic Field necessary to
allow Siga to pursue, apply for and perfect any related intellectual
property rights and governmental approvals.
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3.4 Siga acknowledges that MedImmune and its officers, directors, employee
and consultants are and shall have other obligations that may conflict or
interfere with the performance of the obligations of MedImmune set forth in this
Section 3. If any such conflict or interference shall arise, MedImmune shall so
inform Siga, such other obligations shall take precedence over those owing to
Siga under this Section 3, and the performance of such obligations owing to Siga
hereunder shall be deferred, but not indefinitely, to a later mutually agreeable
time at which such obligations can be performed.
Section 4. Subsequent Services; Other Rights and Agreements.
4.1 Following completion of the Transfer in accordance with Section 3
above, MedImmune may in its sole and absolute discretion perform the Support
Services during the relevant time periods set forth on Schedule A to this
Agreement and otherwise subject to the terms set forth on Schedule A. Nothing in
this Agreement shall require Siga to request the Support Services from
MedImmune, and Siga may obtain the same or similar services from any person or
entity it may desire in its sole discretion.
4.2 As further consideration for the covenants of the parties set forth in
this Agreement, from and after the date of this Agreement, (i) Siga agrees that
it shall not attempt, nor shall it directly or indirectly cooperate with any
third party to attempt, to develop any vaccine technology or product based in
whole or in part on the Antibiotic Technology Package, and shall promptly inform
MedImmune of any expressions of interest received from third parties regarding
their interest in obtaining rights to use any portion of the Antibiotic
Technology Package for such purpose, and (ii) MedImmune agrees that it shall not
attempt, nor shall it directly or indirectly cooperate with any third party to
attempt, to develop any technology or product in the Antibiotic Field by use of
the Antibiotic Technology Package, and shall promptly inform Siga of any
expressions of interest received from third parties regarding the interest of
MedImmune in the Antibiotic Technology Package in the Antibiotic Field.
Section 5. Consideration. In consideration of the license of the Antibiotic
Technology Package and the obligations of MedImmune set forth in this Agreement:
(i) Siga agrees to execute and perform the terms of those certain
Stock Purchase and Registration Rights Agreements between Siga and
MedImmune of even date with this Agreement; and
(ii) To the extent necessary, MedImmune and Siga shall execute and
deliver, together with each of the appropriate parties referenced below,
each of the following agreements and instruments, in form and substance
reasonably satisfactory to each of MedImmune and Siga; (a) an assignment by
MedImmune to Siga of all rights of MedImmune under the Washington
University Agreement; and (b) an assignment by MedImmune to Siga of all
rights of MedImmune under the Swedish University Agreement.
Section 6. Representations and Warranties.
6.1 MedImmune hereby represents and warrants to Siga that:
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(i) MedImmune has the full right, power and authority to execute,
deliver and perform its obligations under this Agreement, and that such
execution, delivery and performance does not and will not violate the terms
of any agreement, document, instrument, understanding, law, rule,
regulation or court order to which MedImmune is a party or by which
MedImmune is bound;
(ii) this Agreement constitutes the binding agreement of MedImmune and
is enforceable against MedImmune in accordance with its terms;
(iii) MedImmune owns the Antibiotic Technology Package, without
restrictions or encumbrances on its title or interest.
(iv) MedImmune has not granted to any third party any license, option,
right or other interest of any nature in or to the Antibiotic Technology
Package in the Antibiotic Field;
(v) MedImmune has no present knowledge of the existance of any claims
or threatened claims by any third person or entity of any rights to or
interest in the Antibiotic Technology Package in the Antibiotic Field;
(vi) to the present knowledge of MedImmune, neither any item of the
Antibiotic Technology Package, nor the practice or use of any item of the
Antibiotic Technology Package, whether by Siga or any designee or affiliate
of Siga, is a misappropriation of, or infringes on or otherwise violates,
any patents, copyrights or other intellectual property rights of any third
person or entity;
(vii) MedImmune currently does not own or control any intellectual
property rights, other than those agreed to be sold, transferred and
assigned to Siga pursuant to this Agreement, which would be infringed by
Siga's exploitation of the Antibiotic Technology Package; and
(viii) each of the agreements, assignments and instruments described
in Section 5(ii) which are anticipated to be executed and delivered by
MedImmune are the valid and binding obligations of MedImmune, and are
enforceable in accordance with their respective terms.
(ix) MedImmune has terminated, and has no further rights under or with
respect to, that certain agreement between MedImmune and Xx. Xxxxx Xxxxxxxx
dated March 2, 1995, in the form of Exhibit E to this Agreement.
For purposes of this Section 6.1, the word "knowledge" refers to the actual,
conscious awareness of a referenced individual, or an officer, director or
employee of a referenced entity, of the facts, circumstances or events, or lack
thereof, referred to in connection with the use of the word "knowledge" in this
Section 6.1.
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6.2 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 6.1 ABOVE,
MEDIMMUNE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR
VALIDITY OF INTELLECTUAL PROPERTY RIGHTS.
6.3 Siga hereby represents and warrants to MedImmune that:
(i) Siga has the full right, power and authority to execute, deliver
and perform its obligations under this Agreement, and that such execution,
delivery and performance does not and will not violate the terms of any
agreement, document, instrument or understanding to which Siga is a party
or by which Siga is bound; and
(ii) this Agreement constitutes the binding agreement of Siga and is
enforceable against Siga in accordance with its terms;
Section 7. Confidentiality.
7.1 For purposes of this Agreement:
(a) "Medimmune Confidential Information" means and includes all of the
technology, information and rights included within the Antibiotic
Technology Package, including without limitation: (i) any and all written,
oral or documentary information, reports, abridgements, analyses, extracts
or summaries prepared by MedImmune and any member of the Antibiotic Group,
regardless of the medium of expression in which such information is
contained; and (ii) any and all physical models, blueprints, schematics,
drawings, designs, specifications, codes (including object code and source
code), programs and formulas related to or describing any Antibiotic
Technology, and (iii) any and all information regarding the business,
properties or affairs of MedImmune;
(b) "Siga Confidential Information" means and includes all means all
proprietary or confidential information related to the business, properties
or affairs of Siga, exclusive of the MedImmune Confidential Information,
including without limitation: (i) any and all written, oral or documentary
information, reports, abridgements, analyses, extracts or summaries
prepared by or on behalf of Siga, regardless of the medium of expression in
which such information is contained; and (ii) any and all physical models,
blueprints, schematics, drawings, designs, specifications, codes (including
object code and source code), programs and formulas related to or
describing any technology owned or controlled by Siga;
(c) "Confidential Information" means the MedImmune Confidential
Information and the Siga Confidential Information, collectively.
The parties agree that all Confidential Information shall be presumed as such if
stamped as "Confidential" or "Proprietary", or, if communicated orally, is
identified as confidential or
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proprietary by written notice delivered by the disclosing party within thirty
(30) days of the date of disclosure.
7.2 "Confidential Information" of the disclosing party shall not include
information which:
(a) is or becomes publicly known through no wrongful act of the
receiving party or any of its Representatives, or is explicitly approved
for public release by the written authorization of an authorized officer of
the disclosing party;
(b) was in the possession of the receiving party prior to the
execution of this Agreement;
(c) is lawfully received by the receiving party from a third party
which has no obligation of confidentiality to the disclosing party;
(d) is required to be disclosed by a court or governmental authority
of appropriate jurisdiction, provided that the party required to disclose
such Confidential Information shall give the other party prompt written
notice of such compelled disclosure in sufficient time to allow the other
party to prevent such disclosure or receive confidential treatment of such
information.
The parties acknowledge that Siga may find it necessary or advisable to
include certain of the MedImmune Confidential Information in filings for
approvals of products and services to be developed by Siga, and MedImmune
acknowledges that such filings shall be beneficial to Siga and its stockholders.
Siga agrees to provide MedImmune with advanced notice of any filing that
contains such MedImmune Confidential Information, and MedImmune agrees that it
shall not unreasonably withhold or delay its consent to such disclosure by Siga.
Siga further agrees that it will take commercially reasonable measures to
protect and maintain the confidentiality of MedImmune Confidential Information
included in any such filings.
7.3 Unless expressly authorized by the disclosing party, each party agrees
that it (i) shall not at any time disclose or permit any of its directors,
officer, employees, agents, consultants or financing sources (the
"Representatives") to disclose the other party's Confidential Information to any
third person or entity, (ii) will hold, and will use commercially reasonable
efforts to cause each of its Representatives to hold, the other party's
Confidential Information in strict confidence, and (iii) will not use, nor
permit any of its Representatives to use, any of the other party's Confidential
Information for any purpose other than such purposes as are expressly
contemplated by this Agreement or which may otherwise be allowed pursuant to any
written agreements between the parties. Each party hereby represents to the
other party that (A) such party's Representatives are and shall in the future be
bound by obligations of confidentiality which are no less restrictive than the
obligations of confidentiality set forth in this Agreement, and (B) such
agreements are binding and enforceable under relevant law against such party's
Representatives.
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Section 8. Indemnification. None of MedImmune or its officers, directors,
employees or agents (each an "Indemnified Person") shall have any liability or
responsibility whatsoever to Siga or any affiliate of Siga or any other person
or entity for or on account of any injury, loss, or damage, of any kind or
nature, sustained by, or any damage assessed or asserted against, or any other
liability incurred by or imposed upon them, whether direct, indirect, special,
punitive, incidental, consequential or otherwise arising under any legal theory,
arising out of or in connection with or resulting from (i) the development,
manufacture, use of sale of the Antibiotic Technology Package or products or
services in the Antibiotic by Siga or any of its affiliates, (ii) any
advertising or other promotional activities with respect to any such product or
service, or (iii) the production or sale of any product identified,
characterized or otherwise developed by Siga or any affiliate of Siga with the
aid of the Antibiotic Technology. Siga shall indemnify, defend and hold each
Indemnified Person harmless against all claims, demands, losses, damages or
penalties (including but not limited to attorney's fees and expenses) made
against any Indemnified Person with respect to items (i), (ii) and (iii) above,
whether or not such claims are groundless or without merit or basis.
Section 9. Miscellaneous.
9.1 Siga and MedImmune agree that the execution and performance of this
Agreement by the parties and a general description of the subject matter, the
participants and the benefits to the respective parties may be publicly
announced by appropriate publicity in the ordinary course of business, provided
that such publicity shall not disclose any Confidential Information nor, unless
mutually agreed to by the parties, disclose the form or amount of consideration
to be paid by Siga to MedImmune hereunder. Siga and MedImmune further agree that
any subsequent press releases or other forms of publicity regarding their
relationship shall be made only as mutually agreed (such agreement not to be
unreasonably withheld by either party).
9.2 No remedy conferred by any of the specific provisions of this Agreement
is intended to be exclusive of any other remedy, and each and every remedy shall
be cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or otherwise.
9.3 This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York applicable to contracts
between residents of New York made and carried out entirely within such state
without regard to choice of law principles.
9.4 This Agreement shall be binding upon and shall inure to the benefit of
the successors and assigns of each of the parties, and may not be assigned to
any person or entity without the express written consent of the other party
hereto, provided, that either party may assign its rights (but not its
obligations) under this Agreement to any affiliate of such party and to any
acquiror of all or substantially all of its assets and business generally or
related specifically to the Antibiotic Field, whether by way of merger,
consolidation, sale or other similar transaction or related series of
transactions.
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9.5 Any notice or other communication required or permitted to be given by
any party hereto shall be in writing and shall be deemed to have been duly given
if hand delivered or five (5) days after deposit for delivery by regular first
class mail, postage prepaid, addressed to each respective party at the address
given below:
If to Siga: SIGA Pharmaceuticals, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
with a copy to: Xxxxxxx X. Xxxxx
Xxxxxxxxx & Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
If to MedImmune: MedImmune, Inc.
00 X. Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxx
or to such other address as any party hereto shall indicate by proper notice to
the other in the same manner as provided in this paragraph.
9.6 This Agreement, including the schedules and exhibits, constitutes the
entire understanding and agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements or understandings,
written or oral, between the parties with respect to the subject matter hereof.
9.7 Headings and captions are intended for convenience only and shall not
be considered to define, limit or affect the interpretation or construction of
this Agreement. This Agreement may be executed in two or more counterparts, each
of which when taken together shall constitute one and the same agreement.
9.8 This Agreement may not be amended except by a written instrument signed
by the parties hereto.
9.9 Any dispute between MedImmune and Siga over the subject matter of this
Agreement that is not resolved by the Coordinators shall be submitted to
arbitration in accordance with this Section 9.9, provided that neither party
shall be obligated to submit any claim involving patent infringement or a
specific claim for injunctive relief to arbitration in the first instance.
The party alleging that a dispute exists shall send a notice of that
dispute to the other stating the dispute in reasonable detail, and such party's
position with respect to that dispute. If that dispute is not resolved by the
parties within thirty (30) days after the delivery of the notice, the party
alleging the dispute may apply to the New York, New York ("NYC") office
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of the American Arbitration Association for the appointment of a technologically
competent and commercially experienced arbitrator residing in or about NYC.
The arbitrator will schedule a hearing in NYC on the disputed issues within
forty-five (45) days of his appointment, and will render his decision in writing
as expeditiously as possible after the hearing. The arbitrator will render his
decision based solely on written materials supplied by the parties and their
oral presentations at the hearing (which shall be limited in duration to no more
than two (2) days), and no party will be entitled to conduct any discovery. Each
party will supply the other with a copy of any written materials to be submitted
to the arbitrator at least ten (10) days prior to the scheduled hearing. A
default judgment may be entered against a party failing to appear at the
arbitration hearing. The decisions of the arbitrator shall be final, binding on
the parties and unappealable, and may be filed as a judgment of record in any
jurisdiction designated by the successful party.
Siga and MedImmune agree that this Section 9.9 has been included to rapidly
and inexpensively resolve disputes between them with respect to the matters
described in this Agreement, and except for specific claims related to patent
infringement or injunctive relief, this Section 9.9 shall be grounds for
dismissal of any court action commenced by either of them prior to the
conclusion of the arbitration of any dispute arising out of such matters.
9.10 The parties each acknowledge and agree that either may suffer
irreparable harm if the other breaches certain of its obligations contained in
this Agreement, and that a party may not have an adequate remedy at law in the
event of the other party's actual or threatened breach of such party's
obligations. Accordingly, each party agrees that in the event of any actual or
threatened breach by it of any of its obligations under this Agreement, the
other party shall be entitled to seek injunctive and other equitable relief to
enforce such obligations, without the need to post any bond which might
otherwise be required and without the necessity of showing actual monetary
damages. The exercise of such rights by a party shall be cumulative and
nonexclusive and shall be in addition to any other remedy to which such party
may be entitled.
*****END OF TEXT*****
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
SIGA Pharmaceuticals, Inc., a Delaware corporation
By: /s/ Xxxxx xx Xxxxx
---------------------------------
Title: President & CEO
Name: Xxxxx xx Xxxxx
---------------------------------
(Printed)
MedImmune, Inc., a Delaware corporation
By: /s/ Xxxxx Xxxx
---------------------------------
Title: President
Name: Xxxxx Xxxx
---------------------------------
(Printed)
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Schedule A
to Technology Transfer Agreement
For purposes of this Agreement, the term "Support Services" means and
includes each of the following:
1. At the sole discretion of MedImmune, provide active, ongoing
oversight and scientific guidance and support in the development by Siga of
compounds, products and services based in whole or in part on the
Antibiotic Technology Package, for a period not to exceed twenty four (24)
months following the execution of this Agreement;
2. At the sole discretion of MedImmune, provide active assistance in
the development of strategy to protect and seek patent protection for any
of the Antibiotic Technology Package, for a period not to exceed twelve
(12) months following the execution of this Agreement;
3. At the sole discretion of MedImmune, conduct animal testing on
compounds and products developed by or for Siga in connection with the
Antibiotic Technology Package using in-house animal models developed by
MedImmune prior to or following the date of this Agreement; and
4. At the sole discretion of MedImmune, provide usual and customary
clinical, clinical trial and regulatory compliance and development services
of the type necessary for the development, regulatory approval and sale of
a commercial product within the Antibiotic Field by Siga.
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