EXHIBIT 10.24
FIRST AMENDMENT TO THE AGREEMENT ENTITLED
" NO. UTA 98-0296"
ENTERED INTO MARCH 19, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ AT AUSTIN AND ▇. ▇▇▇▇▇▇ AND COMPANY
(the "Amendment")
This Amendment to the No. UTA 98-0296 is made
and entered into as of October 10, 2000 ("Effective Date" of the Amendment), by
and between TheraSense Inc., with a principle place of business address at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("TheraSense") and the Board of Regents
("Board") of The University of Texas System ("System") on behalf of The
University of Texas at Austin ("University").
RECITALS
A. On March 19,1998, under an agreement entitled " No. UTA 98-0296" (hereinafter the "Agreement"; attached hereto as
Exhibit A), the University, System and ▇. ▇▇▇▇▇▇ and Company ("Sponsor")
entered into a wherein the University was to
perform certain research and Sponsor was to obtain certain rights to patents and
technology developed during the course of such research under the terms of the
agreement between those parties and Professor ▇▇▇▇ ▇▇▇▇▇▇, an employee of
University, entitled "Assignment of Patent Rights and Technology" dated August
1, 1991 and the "First Amendment to the Agreement Entitled 'Assignment of Patent
Rights and Technology', dated March 19, 1998 (collectively, the "Assignments";
attached hereto as Exhibits B and C, respectively);
B. On October 10, 2000, pursuant to Section 15.1 of the Assignments,
Sponsor assigned to TheraSense, Inc. ("TheraSense") the Agreement and the
Assignments, with University's prior written consent; thus, the parties
acknowledge and agree that "Sponsor" as used in the Agreement and this Amendment
means "Therasense";
C. TheraSense has developed an in vitro biosensor based product to be
sold commercially under the name of "Freestyle", which TheraSense, Professor
▇▇▇▇ ▇▇▇▇▇▇, University, Board, and System have now agreed that such Freestyle
product will be subject to the compensation due the University under the
Assignments, and that one-half of such compensation will be used to fund
sponsored research projects under the Agreement;
D. Board, University and System and TheraSense agree to amend the
Assignments (the "Second Amendment"), to clarify the manner in which royalties
from the sale of Freestyle products will be paid by TheraSense to University and
shall be used to fund sponsored research projects to be performed under this
Amendment and the Agreement; and
E. The parties now wish to amend the terms of the Agreement as set forth
below.
NOW, THEREFORE, it is hereby agreed by the parties as follows:
1. All capitalized terms not defined in this Amendment shall have the meaning
given to them in the Agreement.
2. Section 2.2 is deleted and replaced with the following:
2.2 Research Program Period.
-----------------------
2.2.1 Initial Period. The Research Program shall be performed during
--------------
the initial period from the Effective Date through and including March
18, 200l (the "Initial Research Period").
2.2.2 Extended Research Period. Following the Initial Research
------------------------
Period, the Research Program shall continue in full force and effect
on a year-to-year basis, unless otherwise agreed by mutual written
agreement of the parties (the "Extended Research Period"); provided,
University has received Sponsored Research Funds (as defined in
Section 3.1.2) in the half-year period immediately preceding each such
extension year.
3. New Section 2.7 is added as follows:
2.7 The Principal Investigator, at his or her sole discretion, may use
the Sponsored Research Funds (as defined in Section 3.1.2), in part, to
enter into clinical trials or other collaborations in the biosensor field
with researchers at other UT System research institutions for research
purposes; provided, such clinical trials and/or other collaborations are.
subject to a material transfer agreement, or other form of agreement, if
applicable, consistent with the terms of this Agreement.
4. Section 3.1 is deleted and replaced with the following:
3.1 Research Funding.
----------------
3.1.1 As consideration for the performance by University of its
obligations under this Agreement during the Initial Research Period,
Sponsor shall pay the University an amount equal to its expenditures
and reasonable overhead in conducting the Research Program, subject to
a maximum expenditure limitation of One-Hundred and Fifty-Thousand
Dollars ($150,000) during the Initial Research Period, allocated in
the amount of Fifty-Thousand Dollars per year for each of the first
three years in the Initial Research Period. University's Office of
Accounting will submit monthly invoices to Sponsor and Sponsor agrees
to reimburse University within thirty (30) days of receipt of such
invoice. Payments should be made payable to The University of Texas at
Austin, and reference the Principle Investigator, Agreement number and
title of the Research Program funded under this Agreement, and
submitted to the following address: The University of Texas at Austin,
Office of Accounting, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
phone # ▇▇▇-▇▇▇-▇▇▇▇.
3.1.2 As consideration for the performance by University of its
obligations under this Agreement during the Extended Research Period,
University acknowledges and
-2-
agrees that one-half (1/2) of the royalties received by University
from TheraSense on Net Sales of Freestyle products shall be solely
used by University to fund University's expenditures and reasonable
overhead in conducting the Research Program (the "Sponsored Research
Funds"). University agrees that amounts spent in excess of the
allocated Sponsored Research Funds will be rolled forward and applied
against Sponsored Research Funds received from Sponsor during such
subsequent period.
3.1.3 For so long as Professor ▇▇▇▇ ▇▇▇▇▇▇ serves as the Principal
Investigator, such Sponsored Research Funds will be subject to
University's then current overhead rate assigned to unrestricted
research funds, which under current University policy as of the
Effective Date of the Amendment is zero percent (0%). If someone other
than Professor ▇▇▇▇ ▇▇▇▇▇▇ is the Principal Investigator, then such
Sponsored Research Funds will be subject to an overhead rate of
twenty-five percent (25%) of direct costs.
5. Section 8.1 is deleted and replaced with the following:
8.1 All patent rights, technology, know-how and other intellectual
property developed by University alone or jointly with Sponsor in
connection with the research performed hereunder shall be deemed Other
Intellectual Property (as defined in the Assignments). Board shall assign,
and hereby assigns, to Sponsor all right, title and interest in such Other
Intellectual Property.
6. Section 11.2 is deleted and replaced with the following:
11.2 In accord with Paragraph 2.2.2 herein, this Agreement shall
automatically continue in full force and effect for subsequent one year
periods, on a year-to-year basis (unless sooner terminated or further
extended in accordance with the provisions of this Article 11); provided,
University has received Sponsored Research Funds in the half-year period
immediately preceding each such extension year.
7. Except as specifically modified or amended hereby, the Agreement shall
remain in full force and effect and, as so modified or amended, is hereby
approved. No provision of this Amendment may be modified or amended except
expressly in a writing signed by both parties nor shall any terms be waived
except expressly in a writing signed by the party charged therewith.
-3-
IN WITNESS WHEREOF, this Amendment is hereby executed by the duly authorized
representatives of the parties on the date indicated below in duplicate, each of
which shall be deemed an original and together shall form one and the same
instrument.
ON BEHALF OF THE BOARD OF REGENTS
OF THE UNIVERSITY OF TEXAS SYSTEM
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph.D.
Vice President for Research,
The University of Texas at Austin
Date: JAN 11 2001
---------------------------
THERASENSE, INC.
/s/ W. ▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇
President
Date: 12/13/00
---------------------------
APPROVED AS TO FORM READ AND UNDERSTOOD:
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D., ▇.▇. Professor ▇▇▇▇ ▇▇▇▇▇▇
Office of General Counsel ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ Chair in Engineering
The University of Texas System The University of Texas at Austin
Date: 3 Jan 01 Date: December 14, 2000
--------------------------- ------------------------------
-4-
EXHIBIT A
--------
SRA SHORT
1/29/98
CONFIDENTIAL
NO. UTA 98-0296
This ("Agreement") is made between The University
of Texas at Austin, Austin, Texas ("University"), a state component institution
of The University of Texas System ("System") and ▇. ▇▇▇▇▇▇ & Company, a Texas
------------------- -----
corporation with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇,
------------------------
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Sponsor").
-----------------------------
RECITALS
A. Sponsor desires that University perform certain research work
hereinafter described and is willing to advance funds to sponsor such research;
B. Sponsor desires to obtain certain rights to patents and technology
developed during the course of such research under the terms of the agreements
entitled "Assignment of Patent Rights and Technology" dated August 1, 1991 and
"First Amendment to the Agreement Entitled 'Assignment of Patent Rights and
Technology'" dated March 19, 1998 (hereinafter referred to as "the Assignments")
with a view to profitable commercialization of such patents and technology for
the Sponsor's benefit; and
C. University is willing to perform such research and to grant rights to
such patents and technology;
NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, the University and Sponsor agree as follows:
1. EFFECTIVE DATE
------------------
This Agreement shall be effective as of March 19, 1998 (the "Effective Date").
--------------
2. RESEARCH PROGRAM
--------------------
2.1 University will use its best efforts to conduct the Research Program
described in Attachment A ("Research Program"), and will furnish the facilities
necessary to carry out said Research Program. The Research Program will be
under the direction of Prof. ▇▇▇▇ ▇▇▇▇▇▇ ("Principal Investigator"), or his
-----------------
successor as mutually agreed to by the parties and will be conducted by the
Principal Investigator at the University.
2.2 The Research Program shall be performed during the period from the
Effective Date through and including March 18, 2001.
--------------
2.3 Sponsor understands that University's primary mission is education and
advancement of knowledge, and consequently the Research Program will be designed
to carry out that mission. The manner of performance of the Research Program
shall be determined solely by the Principal Investigator. University does not
guarantee specific results, and the Research Program will be conducted only on a
best efforts basis.
2.4 University will keep accurate financial and scientific records relating to
the Research Program and will make such records available to Sponsor or its
authorized representative throughout the Term of the Agreement during normal
business hours upon reasonable notice.
2.5 Sponsor understands that University may be involved in similar research
through other researchers on behalf of itself and others. University shall be
free to continue such research provided that it is conducted separately and by
different investigators from the Research Program hereinafter defined, and
Sponsor shall not gain any rights via this Agreement to such other research.
2.6 University does not guarantee that any patent rights will result from the
Research Program, that the scope of any patent rights obtained will cover
Sponsor's commercial interests, or that any such patent rights will be free of
dominance by other patents, including those based upon inventions made by other
inventors in The University of Texas System independent of the Research Program.
3. COMPENSATION
----------------
3.1 As consideration for the performance by University of its obligations under
this Agreement, Sponsor will pay the University an amount equal to its
expenditures and reasonable overhead in conducting the Research Program subject
to a maximum expenditure limitation of $150,000.00 for the period set forth in
---------------------------------------
section 2.2, and subject to section 3.2 herein, allocated in the amount of
--------------------------------------------------------------------------
$50,000 per year for three years. University's Office of Accounting will submit
--------------------------------
monthly invoices to Sponsor and Sponsor agrees to reimburse University within
thirty days of receipt of such invoices.
-2-
Payments should be made payable to The University of Texas at Austin, make
reference to the Principal Investigator, Agreement number and title of the
Research Program funded under this Agreement, and submitted to the following
address:
The University of Texas at Austin
Office of Accounting
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
3.2 University shall maintain all Research Program funds in a separate account
and shall expend such funds for wages, supplies, equipment, travel, and other
operational expenses in connection with the Research Program. It is understood
that funds of the Research Program which are not used in a particular quarter
(or year) may be used in subsequent quarters (or carried forward to a subsequent
year), and that the Principal Investigator may transfer funds within the budget
as needed without Sponsor's approval, as long as such transfers do not effect a
change in the scope of work of the Research Program. It is also understood that
subject to Section 11.4, uncommitted and unexpended funds remaining at the
termination of the Agreement shall be returned to Sponsor.
3.3 University shall retain title to all equipment purchased and/or fabricated
by it with funds provided by Sponsor under this Agreement.
4. CONSULTATION AND REPORTS
----------------------------
4.1 Sponsor's designated representative ("Designated Representative") for
consultation and communications with the Principal Investigator shall be Ephraim
-------
▇▇▇▇▇▇ or such other person as Sponsor may from time to time designate in
------
writing to University and the Principal Investigator.
4.2 During the term of the Agreement, Sponsor's representatives may consult
informally with University's representatives regarding the project, both
personally and by telephone. Access to work carried on in University
laboratories in the course of these investigations shall be entirely under the
control of University personnel but shall be made available on a reasonable
basis.
4.3 The Principal Investigator will make up to two oral report(s) each year as
---
requested by Sponsor's Designated Representative. At the conclusion of each
year, the Principal Investigator shall submit to Sponsor a written report
summarizing the work and, as soon as possible thereafter, the University's
Office of
-3-
Accounting will submit a financial report of expenses relating to the Research
Program. The Principal Investigator and the University's Office of Accounting
shall also submit a comprehensive final report within one hundred twenty (120)
days of termination of the Agreement which shall contain, but which need not be
limited to, the following information:
a. A final invoice, if not previously submitted, for expenses of the
Research Program for the prior year, which reflects cumulative expenses incurred
during the term of the Agreement (Office of Accounting).
b. A report of all activities undertaken and accomplishments achieved
through the Research Program during the prior year (Principal Investigator).
5. PUBLICITY
-------------
Neither party shall make reference to the other in a press release or any other
written statement in connection with work performed under this Agreement, if it
is intended for use in the public media, except as required by the Texas Public
Information Act or other law or regulation. University, however, shall have the
right to acknowledge Sponsor's support of the investigations under this
Agreement in scientific or academic publications and other scientific or
academic communications, without Sponsor's prior approval. In any such
statements, the parties shall describe the scope and nature of their
participation accurately and appropriately.
6. PUBLICATION AND ACADEMIC RIGHTS
-----------------------------------
6.1 University and the Principal Investigator have the right to publish or
otherwise publicly disclose information gained in the course of this Agreement,
except for Sponsor's confidential information ("Confidential Information")
furnished to University pursuant to the provisions of Article 7. In order to
avoid loss of patent rights as a result of premature public disclosure of
patentable information, University will submit any prepublication materials to
Sponsor for review and comment at least sixty (60) days prior to planned
submission for publication. If Sponsor chooses to file patent applications on
any inventions contained in the materials then Sponsor will proceed to file the
patent application(s) in due course under the terms of the Assignments.
University shall have final authority to determine the scope and content of any
publications.
6.2 It is understood that the University investigators may discuss the research
being performed under this Agreement with other investigators but shall not
reveal information which is Sponsor's Confidential Information under Article 7.
In the event any joint inventions result, University shall grant to Sponsor the
-4-
rights outlined in Article 8 to this Agreement, to the extent these are not in
conflict with obligations to another party as a result of the involvement of the
other investigator(s). In this latter case, University shall, in good faith,
exercise reasonable efforts to enable Sponsor to obtain rights to the joint
invention.
7. CONFIDENTIAL INFORMATION
----------------------------
7.1 The Parties may wish, from time to time, in connection with work
contemplated under this Agreement, to disclose Confidential Information to each
other. Each party will use reasonable efforts to prevent the disclosure of any
of the other party's Confidential Information to third parties for a period of
three (3) years from receipt thereof, provided that the recipient party's
obligation hereunder shall not apply to Information that:
(1) is not disclosed in writing or reduced to writing and so marked with an
appropriate confidentiality legend within thirty (30) days of disclosure;
(2) is already in the recipient party's possession at the time of
disclosure thereof;
(3) is or later becomes part of the public domain through no fault of the
recipient party;
(4) is received from a third party having no obligations of confidentiality
to the disclosing party;
(5) is independently developed by the recipient party; or
(6) is required by law or regulation to be disclosed.
Notwithstanding the terms of this paragraph 7.1, Sponsor shall be free to
disclose University's Confidential Information in the course of
commercialization of its products as deemed necessary by Sponsor, including
disclosures for patent applications, licensing agreements and financings,
subject to prior notice to University and provided that Sponsor and any third
party receiving such University Confidential Information have entered into an
appropriate nondisclosure agreement that protects such University Confidential
Information from unauthorized disclosure.
7.2 In the event that information is required to be disclosed pursuant to
subsection (6), the party required to make disclosure shall notify the other to
allow that party to assert whatever exclusions or exemptions may be available to
it under such law or regulation.
-5-
8. PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS
---------------------------------------------
8.1 All Patent Rights, Technology, Know-How and Other Intellectual Property (as
defined in the Assignments) developed by University alone or jointly with
Sponsor in connection with the research performed hereunder shall be assigned to
Sponsor and incorporated into Exhibit C of the "First Amendment to the Agreement
Entitled 'Assignment of Patent Rights and Technology'" dated March 19, 1998
between University and Sponsor.
9. LIABILITY
-------------
9.1 Sponsor agrees to indemnify and hold harmless System, University, their
Regents, officers, agents and employees from any liability, loss or damage they
may suffer as a result of claims, demands, costs or judgments against them
arising out of the activities to be carried out pursuant to the obligations of
this Agreement, including but not limited to the use by Sponsor of the results
obtained from the activities performed by University under this Agreement;
provided, however, that the following is excluded from Sponsor's obligation to
indemnify and hold harmless:
(a) the negligent failure of University to substantially comply with any
applicable FDA or other governmental requirements; or
(b) the negligence or willful malfeasance of any Regent, officer, agent or
employee of University or System.
9.2 Both parties agree that upon receipt of a notice of claim or action arising
out of the activities to be carried out pursuant to the project described in
Attachment A, the party receiving such notice will notify the other party
promptly. Sponsor agrees, at its own expense, to provide attorneys to defend
against any actions brought or filed against University, System, their Regents,
officers, agents and/or employees with respect to the subject of the indemnity
contained herein, whether such claims or actions are rightfully brought or
filed; and subject to the statutory duty of the Texas Attorney General,
University agrees to cooperate with Sponsor in the defense of such claim or
action.
9.3 University and System agree not to settle any such claims without the prior
written consent of Sponsor.
-6-
10. INDEPENDENT CONTRACTOR
---------------------------
For the purposes of this Agreement and all services to be provided hereunder,
the parties shall be, and shall be deemed to be, independent contractors and not
agents or employees of the other party. Neither party shall have authority to
make any statements, representations or commitments of any kind, or to take any
action which shall be binding on the other party, except as may be expressly
provided for herein or authorized in writing.
11. TERM AND TERMINATION
-------------------------
11.1 This Agreement shall commence on the Effective Date and extend until March
-----------
18, 2001, unless sooner terminated or further extended in accordance with the
--------
provisions of this Article 11.
11.2 The Agreement shall continue in effect for each subsequent one year period
beginning March 19, 2001 upon execution of an appropriate amendment by
authorized officials of each party.
11.3 This Agreement may be terminated at any time by the written agreement of
both parties.
11.4 In the event that either party shall be in default of its material
obligations under this Agreement and shall fail to remedy such default within
sixty (60) days after receipt of written notice thereof, this Agreement may be
terminated at the option of the party not in default upon expiration of the
sixty (60) day period.
11.5 Termination or cancellation of this Agreement shall not affect the rights
and obligations of the parties accrued prior to termination. Upon termination,
Sponsor shall pay University for all reasonable expenses incurred or committed
to be expended as of the effective termination date, including salaries for
appointees for the remainder of their appointment.
11.6 Any provisions of this Agreement which by their nature extend beyond
termination shall survive such termination.
12. ATTACHMENTS
----------------
Attachment A is incorporated and made a part of this Agreement for all purposes.
13. GENERAL
------------
13.1 This Agreement may not be assigned by either party without the prior
written consent of the other party; provided, however, that subject to the
approval of University, which may not be unreasonably
-7-
withheld, Sponsor may assign this Agreement to any purchaser or transferee of
all or substantially all of Sponsor's assets or stock upon prior written notice
to University; provided, however, that such assignee shall have expressly
assumed all of the obligations and liabilities of Sponsor under this Agreement,
and provided, further that, University may assign its right to receive payments
hereunder.
13.2 This Agreement constitutes the entire and only agreement between the
parties relating to the Research Program, and all prior negotiations,
representations, agreements and understandings are superseded hereby. No
agreements altering or supplementing the terms hereof may be made except by
means of a written document signed by the duly authorized representatives of the
parties. Terms and conditions which may be set forth (front, reverse, attached
or incorporated) in any purchase order issued by Sponsor in connection with this
Agreement shall not apply, except for informational billing purposes; i.e.,
reference to purchase order number, address for submission of invoices, or other
invoicing items of a similar informational nature.
13.3 Any notice required by this Agreement by Articles 8, 9 or 11 shall be
given prepaid, first class, certified mail, return receipt requested, addressed
in the case of University to:
The University of Texas System, O.G.C.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Intellectual Property Section
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
The University of Texas at Austin
Executive Vice President and ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
-8-
or in the case of the Sponsor to:
▇. ▇▇▇▇▇▇ & Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: (▇▇▇)▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other addresses as may be given from time to time in accordance with
the terms of this notice provision.
Notices and other communications regarding the day-to-day administration and
operations of this Agreement shall be mailed (or otherwise delivered), addressed
in the case of University to:
The University of Texas at Austin
Office of Sponsored Projects
Main Building, Room ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Dr. ▇▇▇▇ ▇▇▇▇▇▇
The University of Texas at Austin
Department of Chemical Engineering
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
-9-
or in the case of Sponsor to:
▇. ▇▇▇▇▇▇ & Company
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
13.4 This Agreement shall be governed by, construed, and enforced in accordance
with the internal laws of the State of Texas.
13.5 Sponsor acknowledges that this Agreement and the performance thereof are
subject to compliance with any and all applicable United States laws,
regulations, or orders, including those that may relate to the export of
technical data, and Sponsor agrees to comply with all such laws, regulations and
orders, including, if applicable, all requirements of the International Traffic
in Arms Regulations and/or the Export Administration Act, as may be amended.
Sponsor further agrees that if the export laws are applicable, it will not
disclose or re-export any technical data received under this Agreement to any
countries for which the United States government requires an export license or
other supporting documentation at the time of export or transfer, unless Sponsor
has obtained prior written authorization first from the U.S. Office of Export
Control or other authority responsible for such matters.
-10-
IN WITNESS WHEREOF, the parties have caused this Agreement No. UTA98-0296 to be
executed by their duly authorized representatives.
THE UNIVERSITY OF TEXAS AT AUSTIN SPONSOR
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, /s/ W. ▇▇▇▇. ▇▇▇▇▇
------------------------------ --------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Associate Vice President
Title: for Research Title: Vice President, President & CEO
--------------------------- ----------------------------------
Date: May 04 1998 Date: 4-27-98, 4/27/98
--------------------------- -----------------------------------
-11-
ATTACHMENT A
RESEARCH PROGRAM
▇. ▇▇▇▇▇▇ & Company shall sponsor research on "Enzyme Electrodes" and biosensors
at the University of Texas at Austin. The research will be led by Professor
▇▇▇▇ ▇▇▇▇▇▇. The research will address:
. Novel biosensors including but not limited to biosensors for DNA
oligonucleotides, immunoreagents, glucose and lactate.
. The physical chemistry, biochemistry, polymer chemistry,
electrochemistry, materials science, engineering, synthetic chemistry, and
enzyme engineering for such biosensors.
The objectives of the research will include, but will not be limited to,
electrochemical and other biosensors. Examples of subjects to be studied are
the:
. Design of novel enzyme electrodes of enhanced stability, lesser oxygen
dependence or higher current density;
. Novel electrode structures;
. Characterization of materials used in enzyme electrodes;
. Characterization of enzyme electrodes;
. Miniaturization of enzyme electrodes; and
. Electrical connection of reaction centers of enzymes to electrodes.
-12-
▇. ▇▇▇▇▇▇ & COMPANY
ENZYME ELECTRODES
THREE-YEAR BUDGET
Year 1 Year 2 Year 3 Total
Salaries 12,984. 12,984. 12,984. 38,952.
Fringes 27 3,506. 3,506. 3,506. 10,518.
Materials & Supplies 10,000. 10,000. 10,000. 30,000.
Equipment 10,000. 10,000. 10,000. 30,000.
Indirect costs 13,510. 13,510. 13,510. 40,530.
Total $50,000. $50,000. $50,000. $150,000.
EXHIBIT B
---------
[SEE EXHIBIT 10.10]
EXHIBIT C
---------
[SEE EXHIBIT 10.11]
