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EXHIBIT 10.6
SERVICE AGREEMENT
This SERVICE AGREEMENT is entered into as of this ninth day of
March, 1995, by and between LeukoSite, Inc., a corporation organised the laws of
the State of Delaware, with principal offices at 000 Xxxxx Xx., Xxxxxxxxx,
Xxxxxxxxxxxxx, XX 00000, XXX (hereinafter "LeukoSite") and MRC Collaborative
Centre, a company incorporated under the laws of England whose registered office
is situated at 0-0 Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX U.K. ("MRC CC").
WHEREAS, LeukoSite is interested in having MRC CC perform certain
services for LeukoSite in connection with antibody humanization;
WHEREAS, MRC CC has the expertise and facilities and is
willing to perform such services for LeukoSite;
NOW THEREFORE, the parties mutually agree as follows:
1. Services
From time to time at the request of LeukoSite, MRC CC shall
provide antibody humanization services and deliver to LeukoSite
any resulting cell lines, constructs, sequencing information and
other information and data requested (collectively, the
"Services") in accordance with the Description of Services and
Budget for such Services attached hereto and made a part hereof
as Appendix A, or any other such description and budget
subsequently agreed to by the parties. MRC CC will use its best
endeavours to complete such Services in a timely fashion and in
accordance with all applicable laws, regulations and professional
standards prevailing in the UK.
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2. Term
This Agreement will commence on the date hereof and shall
continue in effect for a period of one year, subject to earlier
termination in accordance with the provisions of this Section.
The Agreement may be renewed upon mutual agreement of the
par-ties. Either party may terminate this Agreement upon ten (10)
days' written notice to the other party in the event of default
by the other party of its obligations under this Agreement,
unless such default is cured within such ten (10) day period.
Either party may terminate this agreement on thirty (30) days
prior written notice for any reason. Notwithstanding anything
herein to the contrary, Sections 4, 5, 7 and 8 hereof shall
survive expiration or termination of this Agreement for any
reason.
3. Payment
Payment for Services shall be as set forth in Appendix A .
Amounts so due shall be payable by LeukoSite within thirty (30)
days of receipt of an invoice from MRC CC upon completion of the
corresponding Services. MRC CC shall be responsible for all other
expenses incurred by it in fulfilling its obligations hereunder.
In the event of early termination by LeukoSite for any reason,
LeukoSite shall pay MRC CC for Services completed hereunder and,
in respect of Services not completed by MRC CC at the date of
termination, for expenses committed to perform such Services to
the date of termination.
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4. Confidential Information
MRC CC agrees to treat any materials ("Materials)" and any
confidential or proprietary information obtained from LeukoSite
or generated or created by MRC CC in the course of performing
Services under this Agreement, including the results of the
Services in so far as the foregoing relates to the subject matter
of the work contemplated or that subsequently agreed to under the
terms of this Agreement and anything derived therefrom,
(collectively, the "Information") as the confidential and
exclusive property of LeukoSite, and agrees not to disclose any
of the Information or disclose or distribute any Material to any
third party without first obtaining the written consent of
LeukoSite. MRC CC agrees that it will use any Information and any
Materials only for purposes of providing Services to LeukoSite
hereunder and for no other purpose without the written consent of
LeukoSite. MRC CC further agrees to take all practicable steps to
ensure that the Information and Materials will not be used by its
directors, officers or employees, except on like terms of
confidentiality as aforesaid, and will be kept fully-private and
confidential by them.
The above provisions of confidentiality shall not apply to that
part of the Information obtained from LeukoSite which MRC CC is
able to demonstrate by documentary evidence;
(a) was fully in MRC CC's possession prior or
receipt from LeukoSite; or
(b) was in the public domain at the time of
receipt from LeukoSite; or
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(c) became part of the public domain through no default
of MRC CC, its directors, officers or employees; or
(d) was lawfully received by MRC CC from some third
party having a right of further disclosure.
MRC CC agrees that, at LeukoSite's request, it shall return to
LeukoSite all parts of the Information provided by LeukoSite in
documentary form and any unused Materials and will return or
destroy any copies thereof made by MRC CC, its directors,
officers or employees, except that MRC CC may retain one copy of
the Information in its legal files, subject to the continuing
obligation of nondisclosure and nonuse hereunder.
Neither anything herein contained nor any delivery of Information
or a Material to one party shall be deemed to grant to that party
any rights or licenses under any patent applications or patents
or under any know-how, technology or inventions of the other.
5. Publicity
Except as required by law, neither party shall use the name of
the other party, nor of any employee of the other party, in
connection with any publicity, without the prior written approval
of the other party.
6. Independent Contractor
LeukoSite and MRC CC are independent parties and nothing in this
Agreement is intended or shall be deemed to create a partnership,
agency, employer/employee or joint venture relationship between
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the parties or between either party and any employee or agent of
the other party.
7. Intellectual Property
At LeukoSite's request, MRC CC shall assign to LeukoSite all of
MRC CC's rights to, and interests in Information including, but
not limited to, antibody designs and any antibodies derived
therefrom based upon any murine antibodies or complete, DNA
sequences thereof provided by LeukoSite to MRC CC(collectively,
'Murine Antibodies"). MRC CC further agrees to assist LeukoSite
in applying for patents for such antibodies and antibody designs
by providing any and all design specifications and documentation
for the work which MRC CC performs and other reasonable
assistance as appropriate.
Notwithstanding the foregoing, (i) MRC CC reserves all of its
rights with respect to antibody engineering techniques and
know-how used in performing the Services hereunder and (ii)
LeukoSite retains all of its rights to Murine Antibodies and to
all antibody designs and all antibodies derived therefrom under
the terms of this Agreement.
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8. Limitations
MRC CC makes no warranties, expressed or implied, as to any
matter whatsoever, including without limitations, the ownership,
merchantability, of fitness for a particular purpose of the
results of Services performed hereunder.
9. Notices
Any notices to be given hereunder shall be in writing and sent to
the address below by telecopy, with originals to follow
immediately thereafter by overnight mail or by first class mail,
and shall be effective upon receipt of the telecopy.
If to LeukoSite:
LeukoSite Inc.
000 Xxxxx Xx.
Xxxxxxxxx, XX 00000
X.X.X.
Attention: Director of Research
Tel. No: x0 (000) 000-0000
Fax No: x0 (000) 000-0000
If to MRC CC:
MRC Collaborative Centre
1 - 0 Xxxxxxxxxx Xxxx
Xxxx Xxxx
Xxxxxx XX0 0XX
U.K.
Attention: Commercial Director
Tel. No: x00 (00) 000-0000
Fax No: x00 (00) 000-0000
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10. Entire Agreement
This Agreement sets forth the entire agreement of the parties
with respect to the subject matter contained herein, and may not
to modified or amended except by a written agreement executed by
the parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement through their duly authorized representatives.
MRC COLLABORATIVE CENTRE LEUKOSITE, INC.
By: /s/ [signature appears here] By: /s/ Xxxxx Xxxxxxxxx
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Title: Commercial Director Title: CEO and Chairman
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Date: 11th April, 1995 Date: 9 March 1995
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