EXHIBIT 10.11
▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY - AETHLON MEDICAL, INC.
COOPERATIVE AGREEMENT
PREAMBLE
This Cooperative Agreement (hereinafter "Agreement") is entered into by and
between The ▇▇▇▇▇▇ and Visitors of ▇▇▇▇▇▇ ▇▇▇▇▇ University, for its National
Center for Biodefense hereinafter called "GMU", a located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, phone number (▇▇▇) ▇▇▇-▇▇▇▇, and Aethlon
Medical Inc., hereinafter called "Aethlon", a Nevada Corporation, with an office
located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ phone number
(▇▇▇) ▇▇▇-▇▇▇▇. GMU and Aethlon are hereinafter referred to as "the Parties".
I. RECITALS
1.01 Funding sources including, but not limited to the "Government", may make
available funding opportunities to support research activities that explore
and/or demonstrate the feasibility of apheresis treatment to certain bioweapons,
including certain CDC Class A toxins. Certain funding opportunities may also be
made available to support joint projects to demonstrate the practical or
commercial value of apheresis treatments for certain biodefense applications as
outlined in Appendix B (Projects). These funding opportunities may become
available in the form of an RFP to support such activities.
1.02 The Parties have complementary skills and capabilities which, taken
together, would allow the Parties to perform the Project
I .03 The Parties wish to form a teaming arrangement and to define their
respective rights, duties, and obligations thereunder.
II.OBJECTIVE AND DURATION
2.01 The objective of the teaming hereunder shall be to cooperate in identifying
possible funding sources and in preparing and submitting proposals in an attempt
to obtain the award of contracts for Projects resulting from any RFPs to support
these activities.
2.02 In each instance, the Parties shall determine which party will be the
prime. Both parties agree to prepare data required for any proposals and to
cooperate in integrating the data. The party designated as prime shall submit
the proposal with the other party identified in the proposal as the
subcontractor to provide following services as outlined in the proposal.
2.03 The duration of this Agreement shall be from the effective date hereof
until the occurrence of the earliest of the following events (subject, however,
to the provisions of ▇▇▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇▇▇▇▇▇ A hereto);
a) The failure or inability of either party to provide the support for
the preparation of identified proposal opportunities.
b) Mutual consent of the Parties to terminate this Agreement.
c) Lapse of 24 months from the effective date of this agreement
without award of a contract to support one or more Projects unless
a procurement is still open.
d) The indictment, suspension, or debarment by the Government of
either party.
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e) A Receiver, trustee in Bankruptcy, or other Custodian of the
property or assets of a party hereto is appointed, or if either
party hereto commits an act of bankruptcy or is adjudicated
bankrupt or insolvent.
f) During the term hereof it is determined that either party may be
ineligible for award due to an Organizational Conflict of Interest.
III. PROPOSAL PREPARATION
3.01 The party designated as prime shall have primary responsibility for the
preparation of all technical and non-technical aspects of the proposal
including, but not limited to:
a) Marketing and promotional effort;
b) Proposal content assembly and production;
c) Liaison with Government customer personnel;
d) Oral discussions and negotiations, if held.
3.02 The party designated as the subcontractor shall contribute to the
preparation of the proposal to the extent necessary to assure the inclusion of a
thorough and accurate description of its responsibilities in the Project.
Each party shall cooperate with the other (i) to provide such assistance as may
he required during the pre-proposal, proposal and post-proposal stages, (ii) to
furnish proposal material including manuscripts, graphic material and cost and
pricing data backup as required by the RIP or as appropriate, (iii) to assure
availability of management and technical personnel and (iv) to submit
management, technical and cost proposal materials and proposal clarifications
within required time frames as requested by the party assuming the prime
position.
Notwithstanding the provisions of Paragraph 3.01 preceding, the subcontractor
party shall be entitled to participate in oral discussions concerning its
contributions to the proposal and shall at all times be entitled to receive,
upon reasonable request, documentation and information concerning oral
discussions and negotiations between the prime party and the Government.
Further, the prime party shall in no way modify the proposal during discussions
or negotiations so as to either increase the risk of performance to, or decrease
potential cost or fee recovery by the subcontracting party unless the
subcontracting party specifically approves.
3.03 The subcontracting party will provide direct proposal support to the other
party in the development of proposals. Detailed proposal writing assignments
will be determined at a separate meeting or via separate communication between
GMU and Aethlon. All bid and proposal costs are the responsibility of the party
which incurs them and will not be paid by the other party.
3.04 GMU's contractual point of contact is ▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. and the GMU
technical point of contact is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Aethlon's contractual point of
contact is ▇▇▇▇▇ ▇. ▇▇▇▇▇ and the Aethlon technical point of contact is ▇▇▇▇▇▇▇
▇▇▇▇▇▇, Ph.D.
3.05 The Parties shall carry out the preparation of proposals and the conduct of
all negotiations and pricing, in accordance with all applicable laws and
regulations governing the applicable RFP and the award of any contract
thereunder,
3.06 Except as may otherwise be agreed in writing by the Parties, each of the
Parties shall bear its own expenses for its own performance of proposal and
related work.
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3.07 Contractor past performance may be a significant evaluation factor for the
solicitation. Both parties understand and agree that they will be required to
provide timely reports of all past performance information reasonably requested
by the prime party. The prime party reserves the right to independently contact
the points of contact provided in the other party's past performance citations
to determine the adequacy/appropriateness of those citations. The prime party,
at its sole discretion, may utilize in its proposal any or all citations
provided by the other party.
IV. FORMATION QF A SUBCONTRACT
4.01 Should a contract be awarded as a result of this Agreement, the Parties
agree to enter into good faith negotiations intending to culminate in a
subcontract to be awarded to the subcontracting party for its area of interest
identified in the relevant proposal subject to necessary Government approvals,
required flowdown clauses, and negotiation of mutually acceptable price,
delivery, terms, and conditions.
V. GENERAL PROVISIONS
5.01 No announcement, release, or other disclosure of information relating to
this Agreement shall be made except by specific written agreement of the
Parties.
5.02 This Agreement shall not constitute, create, or in any way be interpreted
as a joint venture, partnership, or formal business organization of any kind.
Neither party may assign or transfer its interests under this Agreement without
the written consent of the other party hereto except that GMU shall have the
right to assign its responsibilities under this Agreement to any division,
subsidiary, or affiliate thereof.
5.03 The efforts of both parties relating to any RFP in the area of a Project
shall be exclusive to this Agreement, and both parties, except as defined in
section 5.03.a, agree not to pursue the RFP either independently or in concert
with any additional party. In the event that the Government directs any change
affecting this Agreement in any material respect this Agreement shall be
modified in accordance with such direction, and the exclusivity of effort
described above shall continue to exist, except as the Government may
specifically prescribe, provided, however, that in no event shall this provision
be construed as a contract for the benefit of third parties.
5.03.a Aethlon is developing and commercializing the civilian use (defined as
non-military) of its proprietary Hemopurifier technology in conjunction with
parties other than GMU.
5.04 Attachment A hereto, entitled "Proprietary Data Provisions", is
incorporated by reference.
5.05 This Agreement is the entire agreement among the Parties and supersedes any
prior oral or written agreement or understanding pertaining to this Project.
Changes to this Agreement, to be effective, must be in writing and executed by
the Parties.
5.06 Notices shall be deemed given hereunder when received or, if mailed by
prepaid certified or registered mad return receipt requested, five (5) days
after mailing. Notices shall be addressed to the contractual point of contact
specified in Paragraph 3.03 of this Agreement at the addresses specified in the
PREAMBLE above. Either Party may change its cognizant point of contact by
written notice to the other.
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5.07 Neither party shall be liable to the other for any indirect, incidental,
special, or consequential damages, however caused, whether as a consequence of
the negligence of the one party or otherwise.
5.08 If any provision of this Agreement or part of such provision is or becomes
invalid or unenforceable, then the remaining provisions hereof shall continue to
be effective.
5.09 No waiver by a party of any of its rights or remedies shall be construed as
a waiver by such party of any other rights or remedies that such party may have
under this Agreement.
5.10 Any controversy or claim arising between the Parties out of or in
connection with the provisions of the Agreement shall he resolved by amicable
discussions between appropriate executives of the respective companies who are a
party to this Agreement. If such discussions do not result in a resolution of
the controversy or claim, either party may file suit in any court of competent
jurisdiction.
5.11 Inventions conceived solely by employees of Aethlon shall belong
exclusively to Aethlon. Inventions conceived solely by employees of SMU shall
belong exclusively to GMU. Inventions conceived jointly by the Parties hereto in
the course of work called for by this Agreement shall be subject to further
agreement of the Parties. This understanding is subject to modification as may
be required by applicable Government regulations, or the terms of the prime
contract or resultant subcontract between the Parties. Except as stated in the
preceding paragraph, nothing contained in this Agreement shall be deemed, by
implications, estoppel, or otherwise, to grant any right or license in respect
of any patents, inventions, or technical information at any time owned by the
other party.
5.12 Irrespective of the place of performance, this Agreement will be construed
and interpreted according to the Federal common law of Government contracts as
enunciated aid applied by Federal judicial bodies, Boards of Contract Appeals,
and quasi-judicial agencies of the Federal Government. To the extent that the
Federal common law of Government contracts is not dispositive, the laws of the
Commonwealth of Virginia shall apply..
VI. EXECUTION AND EFFECTIVITY
6.01 The Parties have executed this Agreement on the dates entered below. The
Agreement may be executed in two or more counterparts.
6.02 This Agreement is effective as of the last date entered below.
For AETHLON MEDICAL, INC. For: ▇▇▇▇▇▇ ▇▇▇▇▇ UNIVERSITY
Signature: //s// Signature: //s//
Printed Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇ Printed Name: ▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Phd
Title: Chairman and CEO Title: Director, Office of Sponsored Program
Date: 2/25/04 Date: 2/25/04
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ATTACHMENT A
PROPRIETARY DATA PROVISIONS
A.1 No party to this Agreement shall use, for any purpose not connected with the
Projects, or this Agreement, any data, as hereafter defined ("Data") or divulge
such Data to any person or entity other than appropriate Government agencies to
which proposals or reports must be submitted in connection With GMU's
performance. The foregoing limitations shall not apply to the disclosure or use
of any portion of such Data which:
a) The receiving party can demonstrate by written evidence was already
known to it, prior to receiving it from the other party; or
b) Prior to the time of its disclosure hereunder to any party, has been
published or otherwise made freely available to the general public; or
e) Subsequent to its disclosure hereunder to any other party is
independently thereafter rightfully made available on an unrestricted
basis to the public or the receiving party by the disclosing party or
by another authorized party; or
d) is independently developed by the receiving party
For purposes of this Agreement, the term Data is defined to mean any technical
information, program or systems concept, financial information, or any other
information disclosed to it by the other ▇▇▇▇▇ in connection with the
performance of this Agreement. Nothing here n shall restrict a party from
disclosing any portion of such Data on a restricted basis pursuant to a judicial
or other lawful Government order, bet only to the extent of such order.
A.l No license to the other party, under any trademark, patent, or copyright,
domestic or foreign, is either granted or implied by the conveying of Data to a
party. None of the information which may be submitted or exchanged by the
Parties shall constitute any representation, warranty, assurance, guarantee, or
inducement by a party to the other with respect to the infringement of
trademarks, patents, copyrights, or other rights of third persons.
A.2 Notwithstanding any other portions of this Agreement, the obligations of
this Attachment A shall continue for a period of five (5) years from the
effective date of this Agreement.
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ATTACHMENT B
STATEMENT OF WORK
B.1 Purpose
This attachment to the teaming agreement between GMU and Aethlon is provided to
delineate anticipated work responsibilities under any contract awarded as a
result of the Government's RFP to GMU. This attachment also discusses proposal
responsibilities.
B.1.1 Work Responsibilities
It is intended that the following will be required of one party as a
subcontractor to the other party during the performance of the contract
anticipated to be awarded as a result of the RFP; Such performance shall be
determined by mutual agreement of both parties prior to proposal preparation and
submission.
o To work jointly with GMU to perform experiments to demonstrate the
feasibility of apheresis treatments to specific bioweapons. Target
diseases may include:
o Small pox -> rabbit pox in rabbits
o Anthrax -> model to be determine
o To work jointly with GMU to obtain government or private funding for
joint projects to demonstrate the practical or commercial value of
apheresis treatments for biodefense application. Examples of target
diseases include
o Anthrax
o Small pox
o Plague
o Tularemia
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