470572.001(B&F)
Exhibit 10.23
APOLLON/LOYOLA UNIVERSITY
SPONSORED/COLLABORATIVE RESEARCH & LICENSE AGREEMENT
This Agreement, effective as of the 15th day of July, 1996 (the
"Effective Date"), between Apollon, Inc., Xxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("APOLLON") and Loyola University (the "University")
relates to APOLLON'S funding of a research project at the University. In
consideration for the promises and other obligations reflected herein, Apollon
and the University agree as follows:
1. APOLLON and the University will collaborate in a research project
(Collaborative Research Project) in the field of facilitated genetic,
immunization technology and plasmid constructs and their application to the
development of therapeutic and/or prophylactic vaccines for papilloma virus
infection as more fully described in the attached proposal, set forth in
Appendix A hereto. The University's activities under the Collaborative Research
Project will be under the direct supervision of Xxxxxx Xxxx, Ph.D., who shall be
the Principal Investigator hereunder. During the term of this Agreement, the
Principal Investigator and the University shall not enter into any agreements
with third parties in the field covered by this Agreement.
2. During the term of this Agreement, APOLLON shall pay to the
University, the sum of $100,000 payable in quarterly installments of $25,000 at
the end of each quarter to support the University's participation in the
Collaborative Research Project.
3. The University shall report to APOLLON in writing the results and
status of its research under this Agreement within thirty (30) days after the
end of each one (1) year period hereunder. Further, the University and
Principal Investigator agree that personnel participating in research hereunder
shall be available to Apollon personnel at times mutually agreed upon for the
purpose of discussing the progress of the Sponsored Research Program, and that
the Principal Investigator shall make an oral presentation of the results and
status of his research under this Agreement at Apollon's place of business at
least once every six (6) months. Reports hereunder shall be sent to:
Xxxxxx Xxxxx, Ph.X.
XXXXXXX, Inc.
Xxx Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000-0000
4. The University will promptly inform APOLLON of any potentially
patentable inventions arising out of research performed under this Agreement.
Title to any invention or
APOLLON/LOYOLA UNIVERSITY
Sponsored/Collaborative Research & License Agreement
Page 2 of 5
discovery conceived or reduced to practice solely by The University personnel
in the performance of this research shall remain with The University;
provided, however, that The University hereby grants to APOLLON an
irrevocable, royalty-free nonexclusive license to make, have made, use and
sell such invention or discovery including the right to sublicense its
Affiliates for the term of any patent thereon. The expenses in connection
with filing and prosecution of any such patent applications, United States
and/or foreign, and the maintenance of issued patents thereon shall be borne
by the University. Inventions conceived or reduced to practice hereunder by
The University personnel jointly with employees of APOLLON shall be jointly
owned. The expenses in connection with filing and prosecution of any jointly
owned patent applications, United States and/or foreign, and the maintenance
of issued patents thereon shall be borne by APOLLON. The University hereby
grants to APOLLON an option to acquire an exclusive license to make, have
made, use and sell any invention or discovery, under any patent or patent
application arising hereunder, with the right to sublicense. The license
shall be at a reasonable royalty rate and shall extend to all fields of use.
The term of exclusivity and the royalty shall be negotiated within three (3)
years from the U.S. filing date of the patent or patent application(s) for
which the exclusive license is sought.
5.(a) The University and Principal Investigator agree to provide
APOLLON with copies of all proposed publications, abstracts or oral
presentations arising out of or in connection with test results or research
conducted hereunder at least sixty (60) days in advance of the expected
publication or presentation date. In the event APOLLON is of the opinion
that such publication, abstract or presentation would constitute the
disclosure of subject matter proprietary to APOLLON or the premature
publication of patentable subject matter, APOLLON shall promptly notify the
University in writing, and the University shall delay publication or
presentation of such article or abstract for a period of ninety (90) days
until either (a) a United States patent application shall have been filed, or
(b) the relevant teaching shall have been sufficiently deleted from the
proposed publication, abstract or presentation in order to preclude public
disclosure of the subject matter. Thereafter the University shall have the
right to publish the research results except, however, the University shall
not publish subject matter proprietary to APOLLON without the prior express
written consent of APOLLON.
(b) Except as otherwise provided, herein, neither party shall
use the name of the other party in any advertising, publicity or news releases
related to any actions or work
APOLLON/LOYOLA UNIVERSITY
Sponsored/Collaborative Research & License Agreement
Page 3 of 5
undertaken pursuant to the terms of this Agreement without the prior written
consent of the other party.
6. Except as is necessary for APOLLON to practice commercially under
the rights granted herein, all proprietary information disclosed by either party
to the other hereunder shall be received by the receiving party (including all
appropriate employees, agents and independent contractors) in strictest
confidence and used solely in furtherance of this Agreement, and shall be
accorded the same degree of confidentiality and secrecy with which the receiving
party holds its own most confidential information of a similar nature but in no
event less than reasonable care. Such confidential information shall not be
disclosed to any persons other than: (i) employees or agents of the receiving
party or independent contractors employed by the receiving party who have
reasonable need for access to such information in connection with the receiving
party's performance under this Agreement and who are bound to the receiving
party by a written agreement of confidentiality containing terms consistent with
those contained in this Paragraph; and (ii) governmental authorities, as
required, to obtain necessary regulatory clearances. Information shall not be
deemed to be proprietary information and such restrictions shall not apply to
any such information: (a) which is, or subsequently may become, within the
knowledge of the general public, without the fault of the receiving party,
(b) which is known to the receiving party prior to the time of receipt thereof
from the disclosing party, as shown by competent written records, (c) which is
proved to have been developed by the receiving party, independently and wholly
without resort to the proprietary information of the disclosing party, as shown
by competent written records; or (d) which is subsequently rightfully obtained
without confidential restriction from sources other than the disclosing party.
7. For purposes of this Agreement and in connection with any
activity of the University hereunder, the University shall at all times be an
independent contractor and not an employee or agent of APOLLON. The
University's activities in connection with the Collaborative Research Project
will be conducted by the University at its own risk. The University shall have
full authority and responsibility for its activities under the Collaborative
Research Project. People working for the University under the Collaborative
Research Project shall be faculty, staff, employees, agents or students of the
University and shall not be employees of APOLLON. Employees of APOLLON who
participate in the Collaborative Research Project shall do so at the risk and
cost of APOLLON.
APOLLON/LOYOLA UNIVERSITY
Sponsored/Collaborative Research & License Agreement
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8. This Agreement shall be effective as of the Effective Date and
shall, along with the Collaborative Research Project, terminate one (1) year
thereafter, unless extended by mutual written agreement, or unless terminated
earlier. APOLLON and the University may both terminate this Agreement upon six
(6) months written notice. Termination of this Agreement shall not affect the
parties' rights and obligations incurred hereunder prior to such termination.
9. APOLLON may, without the prior written consent of the University,
assign this Agreement or any of its rights or obligations hereunder to any
parent, subsidiary or affiliate of APOLLON. Such assignee may, without the
prior written consent of the University, assign such Agreement or rights or
obligations hereunder back to APOLLON or to any parent, subsidiary or affiliate
of APOLLON without the prior written consent of the University. Neither this
Agreement nor any of the rights or obligations of the University hereunder shall
be assignable or otherwise transferable by the University without the prior
written consent of APOLLON.
10. This Agreement constitutes the entire Agreement between the
parties hereto with respect to the subject matter hereof and as such supersedes
all previous written and oral negotiations, agreements, contracts,
representations, letters of intent, understandings and commitments with respect
thereto. This Agreement may be modified, discharged, amended, or extended only
by a writing signed by a duly authorized representative of the parties.
11. This Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania. In the event of any
dispute arising hereunder, the University agrees that personal jurisdiction and
venue in any suit between APOLLON and the University shall be exclusively in
either the United States District Court for the Eastern District of Pennsylvania
or the Court of Common Pleas of Xxxxxxx County, Pennsylvania.
APOLLON/LOYOLA UNIVERSITY
Sponsored/Collaborative Research & License Agreement
Page 5 of 5
IN WITNESS WHEREOF, and intending to be bound hereby, the parties have caused
this Agreement to be signed by their duly authorized representatives.
APOLLON, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx, Ph.D.
Title: Vice President, Technology Development and Regulatory Affairs
Date: 7/18/96
AGREED TO AND ACCEPTED BY:
LOYOLA UNIVERSITY
By: /s/ X.X. Xxxxxxxx
--------------------------------
Name: X.X. Xxxxxxxx, M.D.
Title: Associate Xxxx of Research, Medical School Administration
Date: 7/24/96
XXXXXX XXXX, Ph.D.
By: /s/ Xxxxxx Xxxx
--------------------------------
Name: Xxxxxx Xxxx, Ph.D.
Title: Program Director Cancer Immunology
Date: 7/26/96
EXTENSION OF THE
SPONSORED/COLLABORATIVE RESEARCH & LICENSE AGREEMENT
This Extension, dated as of this 25 day of July, 1997, shall serve to extend the
term of the SPONSORED/COLLABORATIVE RESEARCH & LICENSE AGREEMENT, Effective July
1, 1996, which is attached hereto as Appendix A and made a part hereof ("The
Agreement"), by and between APOLLON, INC. ("Apollon") and LOYOLA UNIVERSITY
("The University").
WHEREAS, Apollon and The University have entered in The Agreement; and
WHEREAS, Apollon and The University wish to extend the term of The Agreement;
NOW THEREFORE, in consideration of the premises set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. The term of The Agreement is hereby extended for a period of one (1)
year, from July 15, 1997 through July 14, 1998.
2. During the term of this Extension to The Agreement, Apollon shall pay
to The University, the sum of One Hundred Thousand Dollars ($100,000), payable
in quarterly installments of Twenty-Five Thousand Dollars ($25,000) at the
beginning of each calendar quarter to support The University's participation in
the Collaborative Research Project. The funds shall be expended in accordance
with the Budget, LU #8085, attached hereto as Appendix B and made a part hereof.
3. The Collaborative Research Project, in the field of facilitated
genetic immunization technology and/or gene therapy and plasmid constructs and
their application to the development of therapeutic and/or prophylactic vaccines
for papilloma virus infection, shall be carried out by Xxxxxx Xxxx, Ph.D., as
more fully described in the attached Research Proposal, set forth in Appendix C
hereto and made a part hereof.
4. Except as modified by this Extension, all of the terms and conditions
of The Agreement shall remain in full force and effect.
EXTENSION
APOLLON/LOYOLA UNIVERSITY
SPONSORED/COLLABORATIVE RESEARCH
& LICENSE AGREEMENT
Page 2 of 2
IN WITNESS WHEREOF, and intending to be bound hereby, the parties have caused
this Extension to be signed by their duly authorized representatives.
AGREED TO AND ACCEPTED BY:
APOLLON, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxxx, Ph.D.
Title: VP, Research & Development
Date: September 26, 1997
LOYOLA UNIVERSITY
By: /s/ X. Xxxxxxxx
--------------------------------
Name: X. Xxxxxxxx, M.D.
Title: Associate Xxxx of Research, Medical School Administration
Date: 00/0/00
XXXXXX XXXX, XX.X.
By: /s/ W. Xxxxxx Xxxx
--------------------------------
Name: W. Xxxxxx Xxxx Ph.D.
Title: Program Director Cancer Immunology
Date: 9/29/97
