Research, Development And Commercialization Agreement Sample Contracts

Proteostasis Therapeutics, Inc. – RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between Proteostasis Therapeutics, Inc. And Cystic Fibrosis Foundation Therapeutics, Inc. Dated March 20, 2012 (December 23rd, 2015)

This Agreement is made on this 20th day of March, 2012 (the Effective Date) by and between Proteostasis Therapeutics, Inc. (PTI), a Delaware corporation with its principal office at 200 Technology Square, Fourth Floor, Cambridge, MA 02139, and Cystic Fibrosis Foundation Therapeutics, Inc. (CFFT), a nonprofit corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland, 20814, and shall become effective on the Effective Date (as defined herein). PTI and CFFT are each a Party, and, collectively, the Parties.

Proteostasis Therapeutics, Inc. – RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between Proteostasis Therapeutics, Inc. And Cystic Fibrosis Foundation Therapeutics, Inc. Dated March 20, 2012 (June 18th, 2015)

This Agreement is made on this 20th day of March, 2012 (the Effective Date) by and between Proteostasis Therapeutics, Inc. (PTI), a Delaware corporation with its principal office at 200 Technology Square, Fourth Floor, Cambridge, MA 02139, and Cystic Fibrosis Foundation Therapeutics, Inc. (CFFT), a nonprofit corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland, 20814, and shall become effective on the Effective Date (as defined herein). PTI and CFFT are each a Party, and, collectively, the Parties.

RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between Sangamo BioSciences, Inc. And Juvenile Diabetes Research Foundation International (April 28th, 2015)

This Agreement (this "Agreement") is made on this 24th day of October, 2006, by and between Sangamo BioSciences, Inc., a Delaware corporation, with its principal office at 501 Canal Boulevard, Suite A100, Richmond, CA 94804 ("Sangamo") and Juvenile Diabetes Research Foundation International, a Pennsylvania nonprofit corporation with its principal offices at 120 Wall Street, New York, NY 10005 ("JDRF"). This Agreement shall become effective on the Effective Date (as defined below). Sangamo and JDRF are each a "Party," and, collectively, the "Parties."

Confidential Treatment Requested Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Commission AMENDMENT NO. 5 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and Between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED (August 9th, 2011)

This Amendment No. 5 (the Fifth Amendment) is made effective as of April 1, 2011 (the Effective Date) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (Vertex), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (CFFT).

Confidential Treatment Requested Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Commission RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated (August 9th, 2011)

This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the Original Agreement), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.

First Amendment to Research, Development and Commercialization Agreement Between Sangamo Biosciences, Inc. (Sangamo) and Juvenile Diabetes Research Foundation International (Jdrf) (March 5th, 2010)

This First Amendment (this First Amendment) to the Agreement of October 24, 2006 is made as of this 8th day of January 2010 (the First Amendment Effective Date) by and between Sangamo and JDRF. Capitalized terms used but not defined herein shall have the definition provided in this Agreement.

Amended and Restated Research, Development and Commercialization Agreement (March 11th, 2009)

This Amended and Restated Research, Development and Collaboration Agreement (this Agreement) is effective as of July 1, 2008 (the Effective Date) by and between Novartis Vaccines and Diagnostics, Inc. (f/k/a Chiron Corporation), a Delaware corporation with offices at 4650 Horton Street, Emeryville, California 94608 (together with its Affiliates, NVDI), and XOMA (US) LLC, a Delaware limited liability company with offices at 2910 Seventh Street, Berkeley, California 94710 (together with its Affiliates, XOMA). NVDI and XOMA are sometimes referred to herein individually as a Party and collectively as the Parties. When used in this Agreement, capitalized terms shall have the meanings set forth in Article 1.

VIA Pharmaceuticals – Research, Development and Commercialization Agreement (December 23rd, 2008)

This Research, Development and Commercialization Agreement (Agreement) is signed as of this 18th day of December, 2008, by and between:

VIA Pharmaceuticals – Research, Development and Commercialization Agreement (December 23rd, 2008)

This Research, Development and Commercialization Agreement (Agreement) is entered into as of this 18th day of December, 2008, by and between:

EPIX Pharmaceuticals – RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between EPIX Pharmaceuticals, Inc. And Cystic Fibrosis Foundation Therapeutics, Inc. (May 9th, 2008)

This Agreement (as defined below) is made as of this 1st day of April, 2008 (the Effective Date) by and between EPIX Pharmaceuticals, Inc. (EPIX), a Delaware corporation with its principal office at 4 Maguire Road, Lexington, MA 02421, and Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation with its principal offices at 6931 Arlington Road, Bethesda, MD 20814 (CFFT), and shall become effective on the Effective Date (as defined below). EPIX and CFFT are each a Party, and, collectively, the Parties.

Research, Development and Commercialization Agreement (February 28th, 2008)

THIS RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the Agreement) is entered into on this 17th day of March, 2000, by and among American Home Products Corporation, a Delaware corporation, together with Affiliates of American Home Products Corporation, acting through American Home Products Corporations Wyeth-Ayerst Laboratories Division (collectively, AHPC) and Neuralab Limited, a Bermuda private limited company (NEURALAB). AHPC and ELAN (as defined below) may each be referred to herein individually as a Party and collectively as the Parties.

RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and Between Sangamo BioSciences, Inc. And Juvenile Diabetes Research Foundation International (March 1st, 2007)

This Agreement (this Agreement) is made on this 24th day of October, 2006, by and between Sangamo BioSciences, Inc., a Delaware corporation, with its principal office at 501 Canal Boulevard, Suite A100, Richmond, CA 94804 (Sangamo) and Juvenile Diabetes Research Foundation International, a Pennsylvania nonprofit corporation with its principal offices at 120 Wall Street, New York, NY 10005 (JDRF). This Agreement shall become effective on the Effective Date (as defined below). Sangamo and JDRF are each a Party, and, collectively, the Parties.

Certain Confidential Information Contained in This Document, Marked by Brackets([*]), Has Been Omitted and Filed Separately With the Securities and Exchange Commission Pursuant to Rule 24b-2 of the Exchange Act of 1934, as Amended Research, Development and Commercialization Agreement Between Cystic Fibrosis Foundation Therapeutics Incorporated and Combinatorx, Incorporated Dated May 31, 2006 (June 5th, 2006)

THIS RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT is made this day of May, 2006, (the Effective Date) (the Agreement), by and between CombinatoRx, Incorporated (CombinatoRx), a Delaware corporation with principal offices at 245 First Street, Cambridge, MA, 02142 (CombinatoRx), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Maryland corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (CFFT). CombinatoRx and CFFT may each be referred to as a party and collectively, as the Parties.

Research, Development and Commercialization Agreement (August 8th, 2005)

This Research, Development and Commercialization Agreement (this Agreement) is dated as of the 26th day of May, 2005 (the Date of this Agreement), by and between Chiron Corporation, a Delaware corporation having its principal place of business at 4650 Horton Street, Emeryville, California 94608 (Chiron), and XOMA (US) LLC, a Delaware limited liability company with offices located at 2910 Seventh Street, Berkeley, California 94710 (XOMA). Chiron and XOMA may each be referred to in this Agreement individually as a Party and collectively as the Parties. When used in this Agreement, capitalized terms shall have the meanings set forth in Article I.

Kosan Biosciences – Amendment to Collaborative Research, Development and Commercialization Agreement (November 8th, 2004)

WHEREAS, Hoffmann-La Roche Inc., a corporation organized and existing under the laws of the State of New Jersey, and F. Hoffmann-La Roche Ltd, a Swiss corporation (collectively, Roche), on the one hand, and KOSAN Biosciences, Inc., a corporation organized and existing under the laws of the State of Delaware (Kosan), on the other hand, are parties to that Collaborative Research, Development and Commercialization Agreement entered into as of September 19, 2002 (the Agreement); and

Confidential Treatment Requested Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Commission RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated (September 10th, 2004)

This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the "Original Agreement"), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.

Confidential Treatment Requested. Confidential Portions of This Document Have Been Redacted and Have Been Separately Filed With the Commission. RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated (July 2nd, 2004)

This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the Original Agreement), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.