Exhibit 9
[Letterhead of Oregon State University]
SUBCONTRACT
NO. P0128a-01
THIS AGREEMENT is entered into by and between the STATE OF OREGON acting by and
through the STATE BOARD OF HIGHER EDUCATION on behalf of OREGON STATE
UNIVERSITY, Contract Administration, 000 Xxxx Xxxxxxxxxxxxxx Xxxxxxxx,
Xxxxxxxxx, Xxxxxx 00000-0000 hereinafter called UNIVERSITY and SIGA
TECHNOLOGIES, 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, hereinafter
called CONTRACTOR.
WITNESSETH:
WHEREAS, UNIVERSITY has been awarded Grant No. 1 U01 A148486-01 by Public Health
Service, National Institutes of Health entitled "Development of Poxvirus
Proteinase Inhibitors", hereinafter called Agreement; and
WHEREAS, UNIVERSITY wishes to subcontract certain duties and it has under the
Agreement and CONTRACTOR is desirous and capable of performing the
services described in Attachment I (Work Statement), which by reference is made
a part hereof;
NOW THEREFORE, in consideration of the mutual promises hereinafter contained,
the parties agree to the following conditions:
ARTICLE I. ALLOWABLE COSTS, TERMS AND GENERAL RELATIONSHIP
This Subcontract is entered into pursuant to the general terms and conditions of
the Agreement (Exhibit A), CFDA Number 93.856, which is incorporated herein by
reference. The allowability of costs under this Subcontract shall be determined
in accordance with the provisions of the Federal Acquisition Regulations Subpart
31.2 (Contracts with Commercial Organizations). In the event of an inconsistency
or conflict between or among the provisions of this Subcontract and the terms
and conditions of Exhibit A, Exhibit A shall control, followed by the pertinent
Federal Acquisition Regulations that apply between Government and Commercial
organizations, and then followed by this Subcontract. CONTRACTOR shall comply
with the terms of Exhibit A as if it was the UNIVERSITY.
CONTRACTOR agrees that in all matters relating to this Subcontract, it shall be
acting as an independent contractor and shall assume and pay all liabilities and
perform all obligations imposed with respect to the performance of this
Subcontract. CONTRACTOR shall have no right, power or authority to create any
obligation, expressed or implied, on behalf of UNIVERSITY and/or the funding
agency and shall have no authority to represent UNIVERSITY as an agent.
ARTICLE II. THE SERVICE TO BE PERFORMED
CONTRACTOR shall provide services as directed by UNIVERSITY's Principal
Investigator, Xx. Xxxxxx X. Xxxxx, within the scope of Attachment I.
Notwithstanding the foregoing, the Principal Investigator cannot and will not
control the means and manner of CONTRACTOR's performance. CONTRACTOR is
responsible for determining the appropriate means and manner of performing the
work.
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ARTICLE III. KEY PERSONNEL
It having been determined that the employee whose name appears below or persons
approved by UNIVERSITY as persons of substantially equal abilities and
qualifications are necessary for the successful performance of this Subcontract,
CONTRACTOR shall assign such employee or persons to the performance of this work
and shall not reassign or remove any of them without the prior written consent
of UNIVERSITY. Whenever one or more of the aforementioned employees is
unavailable for assignment or performance of the agreed-upon work, CONTRACTOR
shall nominate a substitute of the same or equal qualifications for approval of
UNIVERSITY. In the event CONTRACTOR requests that the UNIVERSITY approve a
re-assignment or transfer, UNIVERSITY shall have the right to interview, review
the qualifications of, and approve or disapprove the proposed replacement.
Dr. C. Xxx Xxxxx
ARTICLE IV. THE PERIOD OF PERFORMANCE
The period of performance under this Subcontract shall commence on the date of
last signature and terminate August 31, 2001. Performance may be extended for
additional periods by mutual consent so long as this Subcontract is extended
within 270 days of its expiration. Any extension after termination shall be
retroactive to the date of termination. Costs incurred from September 29, 2000,
are allowable expenses under this Subcontract.
ARTICLE V. CONSIDERATION, EQUIPMENT, PATENTS AND CLOSEOUT
Total payment by UNIVERSITY for this cost reimbursement Subcontract shall not
exceed $15,000 as set out in Attachment II, for the full and complete
performance of this Subcontract. CONTRACTOR shall submit invoices with signed
certification, detailed by budget line item to UNIVERSITY no more frequently
than monthly and shall be promptly reimbursed for allowable costs incurred. The
final invoice shall be submitted no later than sixty (60) days after the
termination date stated in Article IV.
If equipment is purchased under this Subcontract, title to the equipment shall
be as set out in Exhibit A. If equipment is purchased or patents or inventions
are developed, CONTRACTOR shall include a list of purchased equipment purchased
and a copy of Invention Disclosure with the final invoice.
CONTRACTOR agrees the work will be completed in compliance with all provisions
of this Subcontract, and that the claims of any and all persons furnishing labor
or materials in performance of the work, will be paid in full with no obligation
outstanding that could be the basis of a claim or lien under the applicable
federal, state or local laws.
CONTRACTOR also agrees to assign, transfer, set over and release to UNIVERSITY
all right, title and interest to any refunds, rebates, credits or other amounts
arising out of the performance of this Subcontract due to the UNIVERSITY.
CONTRACTOR shall submit invoices to:
Oregon State University
Research Accounting
P. 0. Xxx 0000
Xxxxxxxxx, XX 00000-0000
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ARTICLE VI. RELEASE OF INFORMATION
Publications resulting from the work performed pursuant to this Subcontract
shall be submitted to UNIVERSITY thirty (30) days prior to date of publication.
UNIVERSITY may only review the publication. This requirement terminates when
this Subcontract terminates.
ARTICLE VII. OWNERSHIP OF WORK PRODUCTS
CONTRACTOR hereby irrevocably grants to UNIVERSITY a perpetual, worldwide
royaltyfree, fully paid up non-exclusive license to publish, translate,
reproduce, deliver, perform, dispose of, prepare derivative works, and use, in
whole or in part, and to authorize others to do so, all materials, data,
information or works provided to UNIVERSITY or produced by CONTRACTOR under this
Subcontract. CONTRACTOR shall retain all right, title and interest in all
materials, data, information or works produced by CONTRACTOR under this
Subcontract.
ARTICLE VIII. TERMINATION
This Subcontract may be terminated by mutual consent of both parties or by
either party upon thirty (30) days notice. This termination must be in writing
and delivered by certified mail or in person. Any such termination of this
Subcontract shall be without prejudice to any obligations or liabilities of
either party already accrued prior to such termination.
ARTICLE IX. DEFAULT
UNIVERSITY by written notice of default (including breach of contract) to
CONTRACTOR may terminate the whole or any part of this Subcontract:
A. if CONTRACTOR fails to provide services called for by this
Subcontract within the time specified herein or any extension
thereof; or
B. if CONTRACTOR fails to perform any of the other provisions of this
Subcontract or fails to pursue the work so as to endanger
performance of this Subcontract in accordance with its terms, and
after receipt of written notice from UNIVERSITY, fails to correct
such failures within ten (10) days or such longer period as
UNIVERSITY may authorize.
The rights and remedies of UNIVERSITY provided in this Article shall not be
exclusive and are in addition to any other rights and remedies provided by law
or under this Subcontract.
ARTICLE X. INSURANCE
Unless covered by a State administrated Insurance Fund, CONTRACTOR shall secure
at its own expense and keep in effect during the term of this Subcontract either
comprehensive general liability insurance with a broad form CGL endorsement or
commercial general liability insurance with a minimum limit of $1,000,000 per
occurrence and auto liability insurance with a minimum limit of $1,000,000 per
occurrence. Insurance policies, which cannot be excess to a self-insurance
program, are to be issued by an insurance company authorized to do business in
the State of Oregon. State of Oregon, acting by and through
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the State Board of Higher Education on behalf of UNIVERSITY and their officers
and employees shall be included as additional insureds in said insurance policy.
ARTICLE XI. RESPONSIBILITY FOR DAMAGES
CONTRACTOR shall be responsible for all damage to property, injury to persons,
and loss, expense, inconvenience, and delay which may be caused by, or result
from, the conduct of work under this Subcontract, or from any act, omission, or
neglect of CONTRACTOR, its subcontractors, or employees. CONTRACTOR shall save,
defend, indemnify, and hold harmless the State of Oregon, the State Board of
Higher Education, UNIVERSITY, and their officers, agents, employees, and members
from all claims, suits, and actions of any nature resulting from or arising out
of the activities or omissions of CONTRACTOR or its subcontractors, officers,
agents, or employees acting under this Agreement.
ARTICLE XII. STATE WORKERS' COMPENSATION
The following clause is required in all State of Oregon
contracts, however it does not apply to contractors or
subcontractors performing work under this Subcontract of all work is
performed outside Oregon.
CONTRACTOR, its subcontractors, if any, and all employers providing work, labor
or materials under this Subcontract are subject employers under the Oregon
Workers' Compensation Law and shall comply with ORS 656.017, which requires
employers to provide locally available state workers' compensation coverage for
all their subject workers. Out-of-state employers must provide Oregon Workers'
Compensation coverage for their workers who work in Oregon.
ARTICLE XIII. APPLICABLE LAWS
CONTRACTOR shall comply with all federal, state, county and local laws,
ordinances and regulations applicable to this Subcontract. Without limiting the
generality of the foregoing, CONTRACTOR expressly agrees to comply with: (1)
Title VI of the Civil Rights Act of 1964; (2) Title IX of the Education
Amendments of 1972; (3) Section V of the Rehabilitation Act of 1973; (4) the
Americans with Disabilities Act of 1990; (5) the administrative rules
established pursuant to those laws; and (6) all other applicable requirements of
federal and state civil rights and rehabilitation statutes, rules and
regulations.
ARTICLE XIV. ANTI-KICKBACK
The Anti-Kickback Act of 1986 was passed to deter subcontractors from making
payments for the purpose of improperly obtaining or rewarding favorable
treatment in connection with a prime contract or a subcontract relating to a
prime contract. By acceptance of this Subcontract CONTRACTOR agrees to comply
with the following regulations: FAR 3.502 and FAR 52.203-7.
ARTICLE XV. ASSURANCES
Acceptance of this Subcontract constitutes certification that CONTRACTOR:
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1. is not presently debarred, suspended, proposed for disbarment declared
ineligible or voluntarily excluded from covered transactions by any
Federal department or agency.
2. is not delinquent on any Federal debt.
3. is in compliance with Sections 5151-5160 of the Drug-Free Workplace Act
of 1988 (Public Law 100-960, Title V, Subtitle D).
4. to the best of CONTRACTOR's knowledge and belief:
a. No Federal appropriated funds have been paid or will be paid, by or
on behalf of the CONTRACTOR, to any person for influencing or
attempting to influence an officer or employee of any agency, a
member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan, or cooperative agreement.
b. If funds other than Federal appropriated funds have been or will be
paid to any person for influencing or attempting to influence an
officer or employee of any agency, a member of Congress, an officer
or employee of Congress, or any employee of a member of Congress in
connection with this Federal contract, grant, loan, or cooperative
agreement, CONTRACTOR shall complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying," in accordance with its
instructions.
c. CONTRACTOR shall require that the language of this certification be
included in the award documents for all subawards at all tiers
(including subcontracts, subgrants, and contracts under grants,
loans, and cooperative agreements) and that all subrecipients shall
certify and disclose accordingly.
CONTRACTOR shall notify UNIVERSITY immediately if there is any change of status
in 1,2,3 or 4 above.
ARTICLE XVI. ACCESS TO RECORDS, COMPLIANCE
CONTRACTOR shall maintain books, records, documents and other evidence and
accounting procedures and practices sufficient to reflect properly all costs of
whatever nature claimed to have been incurred and anticipated to be incurred for
the performance of this Subcontract. The Department of Higher Education,
Secretary of State of the State of Oregon, The Public Health Service and their
fully authorized representatives shall have access to the books, documents,
papers and records of CONTRACTOR which are directly pertinent to the Subcontract
for the purpose of making audit, examination, excerpts and transcripts.
For subcontracts exceeding $25,000, CONTRACTOR will permit independent auditors
(as defined in the OMB Circulars) to have access to the records and financial
statements as necessary to comply with the appropriate OMB Circulars and this
Article.
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CONTRACTOR agrees to comply with the requirements of 0MB Circular A-133 or
X-00, X-00 and A-l10 as appropriate, and to provide UNIVERSITY with copies of
any of the independent auditor's reports which present instances of
non-compliance with federal laws and regulations which bear directly on the
performance or administration of this Subcontract. In cases of such
non-compliance, CONTRACTOR will provide copies of responses to auditors' reports
and a plan for corrective action. All records and reports prepared in accord
with the requirements of OMB Circular A-133 or Circular X-00, X-00 xxx X-000 as
appropriate shall be available for inspection by representatives of UNIVERSITY
or the government during normal business hours.
Such books and records shall be maintained by CONTRACTOR for three years from
the date of expiration of this Subcontract, unless a shorter period is
authorized in writing, or until the audit findings involving the records have
been resolved.
CONTRACTOR is responsible for any audit discrepancies involving deviation from
the terms of this Agreement, audit disallowances and for any commitments or
expenditures in excess of amounts authorized by UNIVERSITY.
Failure to comply with the terms of this Article may lead to Subcontract
termination in accordance with Article IX.
ARTICLE XVII. TERMINATION DUE TO NONAPPROPRIATION OF FUNDS
If sufficient funds are not provided in future legislatively approved budgets of
the UNIVERSITY (or from applicable federal, state, or other sources) to permit
UNIVERSITY in the exercise of its reasonable administrative discretion to
continue this Subcontract, or if UNIVERSITY or the program for which this
Subcontract was executed is abolished, UNIVERSITY may terminate this Subcontract
without further liability by giving CONTRACTOR not less than thirty (30) days
notice. In determining the availability of funds from the Oregon legislature for
this Subcontract, UNIVERSITY may use the budget adopted for it by the Joint Ways
and Means Committee of the Oregon Legislative Assembly.
ARTICLE XVIII. NOTICE
Except as otherwise expressly provided in the Subcontract any communications
between the parties hereto or notices to be given hereunder shall be given in
writing by personal delivery, facsimile, or mailing the same, postage prepaid,
to CONTRACTOR or the UNIVERSITY at the address or number set forth on page 1 of
this Subcontract, or to such other addresses, or numbers as either party may
hereafter indicate pursuant to this Article. Any communication or notice so
addressed and mailed shall be deemed to be given five (5) days after mailing.
Any communication or notice delivered by facsimile shall be deemed to be given
when the transmitting machine generates receipt of the transmission. To be
effective against the UNIVERSITY, such facsimile transmission must be confirmed
by telephone notice to the UNIVERSITY. Any communication or notice by personal
delivery shall be deemed to be given when actually delivered.
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[Letterhead of Oregon State University]
ARTICLE XIX. GOVERNING LAW
All issues of law relating to the governmental authority, and the sovereign and
governmental immunities and liabilities, of the State of Oregon and the
UNIVERSITY shall be resolved and enforced according to the laws of the State of
Oregon, without resort to any jurisdiction's conflict of laws, rules or
doctrines. Nothing in this Subcontract shall be construed as a waiver of the
State of Oregon's right to be subject to suit only in the courts in Oregon.
Further, the State of Oregon, the UNIVERSITY, and their officers, employees and
agents shall be subject to no liability or obligation arising out of this
Subcontract that would not be recognized and enforced against them by the courts
of the State of Oregon.
THIS SUBCONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO
WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS SUBCONTRACT SHALL BIND
EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,
AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING
THIS SUBCONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,
HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS SUBCONTRACT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, the parties hereto have executed this Subcontract.
SIGA TECHNOLOGIES STATE OF OREGON ACTING BY AND
THROUGH THE STATE BOARD OF
HIGHER EDUCATION ON BEHALF OF
OREGON STATE UNIVERSITY
/s/ Xxxxxx X. Xxxxxxxx 3-14-01 /s/ Xxxx XxXxxx 2/16/01
----------------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxx Date Xxxx XxXxxx Date
Vice President -- Chief Financial Officer Asst. Contract Manager
FEIN: 13 - 3864870 APPROVED AS TO LEGAL SUFFICIENCY
-----------------------------------------
/s/ Xxxx X. Candy 2-21-01
---------------------------------
Asst. Attorney General Date
State of Oregon 580-300 GE121-01
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Attachment I
SUBCONTRACT AGREEMENT BETWEEN OREGON STATE
UNIVERSITY AND SIGA TECHNOLOGIES, INC.
ATTACHMENT 1
SCOPE OF WORK - 2001
SIGA TECHNOLOGIES, INC. will be responsible in the following three tasks:
Task 1:
Computer analysis and design of an appropriate peptide for use as a ITL
proteinase substrate
Task 2:
Develop and purify peptide substrate
Task 3:
Test peptide substrate with ITL-containing extracts and, if cleavage occurs, to
optimize assay conditions
Attachment II
SUBCONTRACT AGREEMENT BETWEEN OREGON STATE
UNIVERSITY AND SIGA TECHNOLOGIES, INC.
ATTACHMENT 2
BUDGET
--------------------------------------------------------------------------------
Supplies
Consumables, plastic xxxx, media,etc.
$ 5,000
Other
Peptide design and synthesis
$10,000
TOTAL SUBCONTRACT AMOUNT YEAR 1:
$15,000
--------------------------------------------------------------------------------
EXHIBIT A
NOTICE OF GRANT AWARD
RESEARCH PROJECT COOPERATIVE AGREEMENT Issue Date: 09/24/2000
Department of Health and Human Services
National Institutes Of Health
NATIONAL INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES
Grant Number: 1 U01 AI48486-0l
Principal Investigator: Xxxxx, Xxxxxx X. MD
Project Title: DEVELOPMENT OF POXVIRUS PROTEINASE INHIBITORS
[SEAL]
SEP 0000
XXXXXX XXXXX UNIV.
BUSINESS SERVICES
ASSOC. DIR OF BUSINESS AFFAIRS
OREGON STATE UNIVERSITY
XX XXX 0000
XXXXXXXXX, XX 00000-0000
Budget Period: 09/29/2000 - 08/31/2001
Project Period: 09/29/2000 - 08/31/2003
Dear Business Official:
The National Institutes of Health hereby awards a grant in the amount of
$211,404 (see "Award Calculation" in Section I) to OREGON STATE UNIVERSITY in
support of the above referenced project. This award is pursuant to the authority
of 42 USC 241 31 USC 6305 & 6306 and is subject to terms and conditions
referenced below.
Acceptance of this award including the Terms and Conditions is acknowledged by
the grantee when funds are drawn down or otherwise obtained from the grant
payment system.
Award recipients are responsible for reporting inventions derived or reduced to
practice in the performance of work under this grant. Rights to inventions vest
with the grantee organization provided certain requirements are met and there is
acknowledgement of NIH support. In addition, recipients must ensure that patent
and license activities are consistent with their responsibility to make unique
research resources developed under this award available to the scientific
community, in accordance with NIH policy. For additional information, please
visit xxxx://xxx.xxxxxxx.xxx.
If you have any questions about this award, please contact the individual(s)
referenced in the information below.
Sincerely yours,
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Grants Management Officer
NATIONAL INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES
See additional information below
