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Exhibit 10.23
RESEARCH AGREEMENT
This Agreement is made effective as of the 13th day of October, 1998 by
and between GLIATECH, INC., a Delaware Corporation having its principal place of
business at 00000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxx, 00000 ("Gliatech") and
XXXXXXX PHARMACEUTICA, N.V., a Belgium corporation having its principal place of
business at Xxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxx (Xxxxxxx").
1. Xxxxxxx and Gliatech previously entered into an agreement dated October 14,
1994 (hereinafter the Collaboration Agreement"). While the research
term in that agreement has expired, the Collaboration Agreement, as amended to
date, remains in full force and effect with respect to, among others, provisions
regarding the treatment of Collaboration Compounds as defined in that agreement.
The parties now desire to enter into a separate and independent research
agreement under which Gliatech will conduct certain research pursuant to a
research plan, a copy of which is attached hereto as Appendix A (hereinafter the
"Research Plan"). Nothing, however, in this Agreement is meant to amend or
supersede any of the provisions that remain in effect in the Collaboration
Agreement.
2. In consideration for payment as set forth hereinafter, Gliatech agrees to
carry out the research pursuant to the Research Plan. Gliatech agrees to carry
out such research during the period beginning as of the effective date of this
agreement and ending on May 15, 1999. Moreover, Gliatech agrees to use
reasonable efforts consistent with its normal business practices to carry out
and conduct the research set forth in the Research Plan. In return for the
performance of the work described in the research plan, Xxxxxxx shall pay
Gliatech at a rate of $16,000 per FTE month for 49 FTE months totaling $784,000.
This total amount shall be due and payable on or before January 1st, 1999.
3. In carrying out the work outlined in the Research Plan, Gliatech will take
all necessary steps to ensure that the results obtained are scientifically
accurate and valid according to the standards presently accepted in the relevant
field. All results obtained are the property of Xxxxxxx and will be considered
Information, as hereinafter defined, under this agreement.
4. In order to carry out the work outlined in the Research Plan, it maybe
necessary for Xxxxxxx to disclose to Gliatech certain proprietary information
relating to the materials that it provides to Gliatech. Further, in the course
of Gliatech's work under this Agreement, Gliatech may develop information or
conceive of ideas, which Xxxxxxx regards as confidential information. With
respect to such disclosed and developed information (herein collectively
"Information"), Gliatech agrees to hold such information in strict confidence
and not disclose it to others or cause the same to be published without
Xxxxxxx'x prior written consent or use it for any purpose other than pursuant to
conducting the Research Plan. The obligation of confidentiality and non-use
shall apply to each of Gliatech's employees who have access to the Information.
5. Gliatech agrees that Xxxxxxx shall own and be free to use all information
disclosed by Gliatech to Xxxxxxx without incurring any further obligation. In
particular, all information developed or obtained during the performance of
services in connection with this agreement and
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all ideas conceived within the scope of and during the performance under this
agreement will be the exclusive property of Xxxxxxx. All samples, drawings, data
and the like shall be the exclusive property of Xxxxxxx. All inventions, whether
patentable or not, made or conceived in carrying out the work under this
agreement, are to be the property of Xxxxxxx and are to be formerly assigned to
Xxxxxxx by Gliatech. To this end, Gliatech agrees to execute any application for
patent, assignment, or other document, which Xxxxxxx deems necessary to protect
and secure to it any such inventions. Any expense involved in filing such patent
applications, or obtaining any patent upon such an application shall be paid and
discharged by Xxxxxxx without any expense to Gliatech. Xxxxxxx shall compensate
Gliatech for any time spent by Gliatech employees and out-of-pocket expenses
incurred at Xxxxxxx'x request, in assisting in preparation and prosecution of
such application for patent which do not occur within the period of this
agreement. Gliatech further agrees that any inventions arising out of
information obtained from Xxxxxxx or developed at the request of Xxxxxxx under
this agreement shall be included in those inventions, which are to be assigned
to Xxxxxxx.
6. Gliatech agrees not to originate any publicity, news release or other
public announcement, whether oral or written, whether to the public, press or
otherwise, relating to this agreement, to any amendment hereto, to performance
hereunder or results obtained hereunder without Xxxxxxx'x expressed prior
written consent.
7. Gliatech shall be free to make any disclosure which is in the opinion of
its legal counsel is required by law to be made, but shall give Xxxxxxx an
opportunity to review the form of such disclosure in advance of its release.
8. Gliatech represents that it is not presently under agreement or obligation
with any third party, which will prevent it from carrying out its duties and
obligations under this agreement.
9. Gliatech agrees that it is operating as an independent contractor in the
performance of all services under this agreement and not as an agent or employee
of Xxxxxxx. Gliatech agrees that all matters arising under this agreement shall
be interpreted under the laws of the State of New Jersey, without regard to its
conflict of laws, principals, except as otherwise expressly provided herein.
10. The rights and obligations set forth in Paragraph Nos. 4-5 shall survive
termination of this agreement.
11. Any dispute, controversy or claim arising out of relating to the validity,
construction, and forceability or performance of this agreement, including
disputes relating to alleged breach or to termination of this agreement, shall
be settled by binding alternate dispute resolution ("ADR") in the matter
described in Article 13 of the Collaboration Agreement between the parties.
12. This agreement shall come into effect on the effective date of this
agreement which is the date first written above and shall terminate upon
completion of the work to be conducted pursuant to the research plan.
13. Gliatech shall not have the right to assign, transfer, or encumber its
rights or obligations under this agreements without the prior written consent of
Xxxxxxx, except that Gliatech may make such assignment without the prior written
consent to any affiliate or purchaser or transferee of all or substantially all
of the assets of its business to which this agreement relates upon written
notice to Xxxxxxx.
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In Witness Whereof, the parties have executed this agreement in
duplicate originals by their proper officers as of the day and year first
written above.
XXXXXXX PHARMACEUTICA, N.V.
/s/ Xxxxx Xxxxxxx, Ph.D. By: /s/ Gustaaf Van Reet, Ph.D.
Vice-President Title: Managing Director
December 4, 1998. Date: December 4, 1998.
GLIATECH, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Ph.D.
Title: CEO
Date: December 17, 1998
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