Colorado State University(R)
Knowledge to Go Places
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Research Agreement
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This Research Agreement (Agreement) is entered into effective as of July 21,
2005 (Effective Date), by and between The Board of Governors of the Colorado
State University System, acting by and through Colorado State University, an
institution of higher education of the State of Colorado, located at ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("University" or "CSU") and the Sponsor whose name and
address appear below ("Sponsor").
PARTIES:
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UNIVERSITY: SPONSOR:
THE BOARD OF GOVERNORS OF THE FULL LEGAL NAME OF SPONSOR: Xpention
COLORADO STATE UNIVERSITY Genetics
SYSTEM, ACTING BY AND THROUGH TYPE OF BUSINESS: Biotechnology
COLORADO STATE UNIVERSITY, AN STATE OF BUSINESS REGISTRATION: NV
INSTITUTION OF HIGHER EDUCATION BUSINESS ADDRESS: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ CONTACT NAME: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇- CEO
CITY, STATE, ▇▇▇:▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PRINCIPAL INVESTIGATORS:
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FOR CSU: FOR SPONSOR:
NAME: ▇▇▇▇▇ E ▇▇▇▇, DVM, MS, DACVIM NAME: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
DEPARTMENT: Clinical Sciences DEPARTMENT: CEO
TELE:▇▇▇-▇▇▇-▇▇▇▇ TELE:▇▇▇ ▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇- ▇▇▇-▇▇▇▇
EMAIL:▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ EMAIL:▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
RECITALS
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WHEREAS, University is a comprehensive, land-grant University with
experience and resources in a field of mutual interest between University and
Sponsor; and
WHEREAS, the Sponsor desires research to be performed in accordance
with the scope of work and terms outlined in this Agreement; and
WHEREAS, the performance of such research is consistent, compatible,
and beneficial to the academic role and mission of the University as an
institution of higher education;
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises herein contained, the parties agree as follows:
1. Scope of Work. The University agrees to perform for the Sponsor the
research described in the Scope of Work, Exhibit A attached hereto and incorp-
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orated by this reference, under the direction and supervision of the Principal
Investigator named above, and in accordance with any service milestones or
periodic deliverables specified on Scope of Work Attachment.
2. Term. This Agreement shall become effective on the Effective Date set forth
first above, and shall terminate on July 1, 2006 unless sooner terminated as
provided herein or extended by mutual written agreement of the Parties.
3. Payment. The Sponsor agrees to pay the University for research performed
under this Agreement in a fixed price amount as set forth in the Budget
Attachment, Exhibit B attached hereto and incorporated by reference. The
University reserves the right to reallocate funds between approved budget
categories. Payment will be made in accordance with the schedule provided below:
Fifty percent (50%) ($8760) upon acceptance of agreement;
Forty percent (40%)($7008) mid-way through project (date: tbd);
Ten percent (10%) ($1752) upon submission of final report.
4. Reporting Requirements. The University will provide reports on the progress
of the research as outlined or required in the Scope of Work, Exhibit A. A final
report will be furnished at the completion of the Agreement period.
5. Confidentiality. It may be necessary for the Sponsor to disclose
proprietary information to the University's representatives so they can perform
the work described herein. At the time of disclosure, the Sponsor must declare
which information is proprietary. Proprietary information will not include
information that: a) at the time of disclosure or subsequent to that time is
generally available to the public; b) is known by the University at the time of
disclosure and substantiated in written documents; or, c) is made known to the
University by a third party not connected with the Sponsor. Except as may
otherwise be required by law, the University agrees to use its best efforts: a)
to maintain the confidentiality of the information; b) not to use the
information for any purposes other than contained in the scope of work defined
in this Agreement; and, c) not to disclose the information to anyone other than
those directly involved with this Agreement.
6. Publication.
a. The University, as a state institution of higher education, engages
only in research that is compatible, consistent, and beneficial to its academic
role and mission. Therefore, significant results of research activities must be
reasonably available for publication. The parties acknowledge that the
University shall have the right to publish results. The University agrees,
however, that during the term of this Agreement and for 6 months thereafter, the
Sponsor shall have 30 days to review and comment on any proposed publication.
The University agrees that any proprietary information supplied to it by the
Sponsor during the course of research performed by the University will not be
included in any published material without prior approval by the Sponsor.
b. The Sponsor will not include the name of Colorado State University
in any advertising, sales promotion, or other publicity matter without the prior
written approval of the University Vice President for Research and Information
Technology.
7. Patents and Inventions.
a. The University agrees to take appropriate steps to cause its
employees assigned to this project to disclose any and all inventions and
improvements conceived or reduced to practice (the "Inventions") by any such
personnel in the performance of the Scope of Work. The disclosure of such
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Inventions shall be in the form of patent memoranda containing adequate
information necessary for the filing of patent applications. The University or
the Colorado State University Research Foundation (the "Agent") shall retain all
right, title, and interest in and to such inventions and improvements and all
patent applications therefore that they may file after due consultation with
Sponsor.
b. The Agent hereby grants the Sponsor an Option to an exclusive
worldwide license to any Inventions. The Agent shall notify the Sponsor in
writing of any such Inventions and shall provide a copy of the invention
disclosure to the Sponsor. The above Option shall be for a period of 6 months
from the date of receipt of the invention disclosure by Sponsor. Sponsor shall
pay for all reasonable costs for preparing and filing any patent application(s)
covering Inventions during the period of the Option. The 6-month option period
may be extended by mutual agreement of the Sponsor the Agent. Notice of the
exercise of the Option to acquire an exclusive license, must be given by Sponsor
to the Agent in writing at least 60 days before the expiration of the Option. If
the Sponsor exercises its Option within the above period, the Sponsor and Agent
agree to negotiate in good faith a license agreement satisfactory to both
parties. All such negotiations, including the execution of a license agreement,
shall be completed within the 60-day period after Sponsor's exercise of the
Option. Provisions of any such license agreement will be in accordance with the
nature of the inventions, improvements, applications, and patents.
c. If a license agreement between the Agent and the Sponsor is not
signed in final form before expiration of the 60 day period as provided herein,
the University and Agent shall be free to negotiate with other companies not a
party to this Agreement without further obligation to the Sponsor. If the
University shall abandon its rights to such inventions, improvements,
applications, or patents, the University shall assign to the Sponsor all of its
right, title, and interest in and to such inventions, improvements,
applications, or patents.
8. Equipment. All equipment purchased with funds provided under this Agreement
for use in connection with this Agreement shall be the property of the
University, and shall be dedicated to providing research under this Agreement
while this Agreement is in effect.
9. Each Party Responsible for Its Own Acts. Each party hereto agrees to be
responsible for its own wrongful or negligent acts or omissions, or those of its
officers, agents, or employees to the extent permitted by law. The University is
an institution of higher education of the State of Colorado and is governed by
the provisions of the Colorado Governmental Immunity Act (Colo. Rev. Stat. "
▇▇-▇▇-▇▇▇, et seq.) and the Constitution of the State of Colorado. Nothing
herein shall be construed as a waiver of immunity pursuant to such laws.
10. Insurance. As an entity of the State of Colorado, University is
self-insured for $150,000 per person and $600,000 per occurrence as more fully
set forth in the Risk Management provisions of Colo. Rev. Stat. " 24-30-1501, et
seq. The parties agree that such insurance shall satisfy all insurance
requirements of this Agreement. The University will provide a certificate
evidencing such insurance upon written request of the Sponsor. Sponsor
represents and warrants that it maintains comprehensive general liability
insurance and all coverages required by law sufficient for the purpose of
carrying out the duties and obligations arising under this Agreement.
11. Compliance with Laws; Governing Law; Venue. Each party agrees to comply with
all applicable federal, state and local laws, codes, regulations, rules, and
orders in the performance of this Agreement. The laws of the State of Colorado
shall apply in the interpretation and enforcement of this Agreement (without
regard to any conflicts of law rules) and any action arising hereunder shall be
filed and tried, if at all, in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ of Colorado.
12. Assignment. Neither party shall assign or transfer any interest in this
Agreement, nor assign any claims for money due or to become due under this
Agreement, without the prior written approval of the other party, except that
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CSU may assign any interest in intellectual property arising under this
Agreement to the Colorado State University Research Foundation (CSURF) without
notice or consent of the Sponsor, and CSURF shall be bound by the provisions
respecting Intellectual Property herein.
13. Notices. All notices required hereunder shall be deemed to have been given
when personally delivered, or when properly addressed, stamped, and deposited in
the U.S. Mail, certified mail, return receipt requested, addressed as follows:
If to Sponsor: If to University:
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer Office of Sponsored Programs
Xpention Genetics Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
10965 ▇▇▇▇▇▇▇▇▇ Drive 408 University Services Center
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Tele: ▇▇▇ ▇▇▇-▇▇▇▇ Tele: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
14. Termination.
a. A Party will be considered in default of its obligations under this
Agreement if such Party should fail to observe, to comply with, or to perform
any term, condition, or covenant contained in this Agreement and such failure
continues for 10 days after the non-defaulting party gives the defaulting party
written notice thereof. In the event of default, the non-defaulting party, upon
written notice to the defaulting party, may terminate this Agreement as of the
date specified in the notice, and may seek such other and further relief as may
be provided by law.
b. Each party shall have the right to terminate this Agreement, without
cause, upon not less than 60 days prior written notice to the other party. If
notice is so given, this Agreement shall terminate on the expiration of the
specified time period, and the liability of the parties hereunder for further
performance of the terms of this Agreement shall thereupon cease, but the
parties shall not be released from the duty to perform their obligations up to
the date of termination.
15. Changes and Amendments. This Agreement constitutes the entire agreement
between the parties. No amendment to this Agreement shall be valid unless it is
made in a writing signed by the authorized representatives of the parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
written first above.
THE BOARD OF GOVERNORS OF THE SPONSOR:
COLORADO STATE UNIVERSITY Xpention Genetics
SYSTEM ACTING BY AND THROUGH ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY: ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Vice-President for Research: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer
Title: Director Sponsored Programs
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