RESEARCH AND DEVELOPMENT AGREEMENT
between the Eurobiotech Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx
XX 00000
XXX
- hereafter called "The Sponsor"
and the Forschungsgesellschaft fur Biomedizinische Technike e. v.
- Helmholtz-Institut -
Xxxxxxxxxxxxxx 00
D-52074 Aachen
German
- hereafter called "the Sponsored Party"
ss. 1
Subject of the contract
The subject of this contract is the execution of a research and development plan
entitled:
"Development of procedures and
technologies for the cryopreservation of
blood components"
The working plan (appendix 1), which has been jointly drawn up, is an integral
part of this contract.
ss. 2
Financial contributions
To balance the expenditure, the Sponsor makes a financial contribution amounting
to a total of
DM 1.662.600,00
plus the legal rate of Value Added Tax DM 249.399,00 (currently 15%)
---------------
DM 1.912.059,00
===============
the funds shall be paid according to the following schedule:
DM 318.728,25 on execution date
DM 144.848,25 quarterly in advance as requested in writing by the
Sponsored Party
The payment is made to the Helmholtz-Institute, account No. 420 31 625 at the
sparkasse Aachen, bank sorting code (Biz.): 390 500 00.
The funds are used in accordance with the legal provisions governing the budget
of the State of North Rhine-Westphalia.
Any necessary travel exceeding the foreseen shall be stipulated by the project
manager (Xxxxxxxxx Xxx), it shall take place after consultation with the Sponsor
and the necessary costs shall be directly reimbursed by the Sponsor according to
the provisions of the State Law governing travel expenses, in addition to the
above-mentioned costs.
ss. 3
Publication and Confidentiality
1. The Sponsored Party undertakes to treat as confidential in all internal
information which is made available to it in the course of carrying out
the research and development plan.
2. The Sponsored Party is, however, entitled to publish, in neutral form,
research findings which emerge during the work on this research and
development plan. Also covered by the publication right is the use of
findings in study-, diploma- and PhD-theses. The Sponsored Party is
obliged to ensure that its claim on patent rights are not impaired by
those theses.
jects to the intended publication within a 6 week period, the relevant portions
of the publication shall be deleted or modified in mutual consent.
ss. 4
Liability
The Sponsored Party is liable only within the framework of ss. 831 BGB (Code of
Civil Law) for deliberate and grossly negligent actions of its employees. The
liability shall be limited, for proven damages, to 30% of the financial
contribution. No liability shall be assumed for losses resulting from faults or
for whatsoever follow-up damages.
Sponsor shall defend, indemnify, and hold harmless in any respect, the Sponsored
Party and its director, officers, agents and employees from and against all
claims relating to liability risks resulting from the application of the results
under this contract.
ss. 5
Submission of the findings
The findings shall be summarized semi-annually and passed on in writing by the
Sponsored Party to the Sponsor and, where relevant, verbally explained.
The findings of the research and development plan are available to the Sponsor
continuously and without limitation on request. The contractual partners shall -
if necessary - maintain an intensive exchange of opinions during the execution
of the work.
ss. 6
Patent rights
In so far as patentable inventions and new non patentable discoveries (secret
know-how) are obtained in the context of this research and development contract
the Sponsor must be notified of these in writing. If the Sponsor declares its
interest in their economic use within 8 weeks of receipt of this notification by
the Sponsored Party, they shall be covered as contractual patent rights and
contractual know-how in a license contract which has to be established between
the partners. The Sponsor shall have the right of first refusal to obtain a
exclusive, worldwide license to make, use and/or sell these results.
In this case, Sponsor covers the resulting financial obligations which are to be
fulfilled against the employees of the Sponsored Party according to the Employee
Investors Law.
The Sponsored Party shall have an unlimited and royalty-free license of all
rights and inventions under this contract to use it for own research purposes.
ss. 7
Term of the contract
The term of the research and development contract is 36 months and begins on the
date of signature of the contract.
ss. 8
Termination
If the research and development contract is terminated by the Sponsor during the
term of the contract, the obligations already entered into by the Sponsored
Party shall still be assumed.
After year one the Sponsor has the option to terminate the contract at the end
of the year one by a two-month advance notice. In this case, the obligation of
the Sponsor includes the continuation payment of the three full-time research
engineers until the end of the 24 months duration.
Sponsored Party may terminate the agreement if payment is delayed more than one
month after request.
If the contract is terminated during 3 year's term all rights and results
covered by this agreement will be transferred back to the Sponsored Party at the
expenses of Sponsor.
ss. 9
Amendments to this contract
Amendments and riders to this research and development contract must be set out
in writing.
ss. 10
Place of fulfillment and court jurisdiction
The place of fulfillment and court of jurisdiction is Aachen.
In witness whereof, the parties have executed this contract.
By: /s/ XX XXXX Date: 18-8-97
------------------------------
Its: Dr. Xxxxxxxxxxx Xxxx: will be transferred to Eurobiotech GmbH
President and CEO of (in foundation) in charge of
Eurobiotech Inc.
Forschungsgesellschaft fur
Biomedizinische Technike e. v.
- Helmholtz-Institut -
By: /s/ XXXXXX XXXXXXX Date: 18-8-97
------------------------------
J. Kefbler
Its: Chairman of the Board and
Chancellor of the Aachen
University of Technology
Research and Development Project:
"DEVELOPMENT OF PROCEDURES AND TECHNOLOGIES FOR
THE CRYOPRESERVATION OF BLOOD COMPONENTS"
1. PERSONNEL COSTS
Three areas to be addressed:
(1) Cooling/freezing procedure and devices (freezing container, blood
bag)
Personnel: 1 research assistant }DM 120.000/a
1 student assistant
(2) Definition of the process and design, integration into the overall
system
Personnel: 1 research assistant }DM 120.000/a
1 student assistant
(3) Optimization and definition of the thawing and washing procedure
Personnel: 1 research assistant }DM 120.000/a
1 student assistant
Support for (1) to (3) by medical/technical ass. DM 50.000/a
---------------
Personnel costs: DM 410.000/a
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2. EQUIPMENT
Xxxxx XX 40.000
Photometer DM 20.000
Bag Welding DM 15.000
HPLC DM 30.000
2 PC-data acquisition stations DM 35.000
----------
DM 140.000
3. SUPPLIES
Donor compensation DM 5.000/a
Blood bags DM 6.000/a
Solutions DM 6.000/a
Chemicals DM 6.000/a
Viability Assays DM 5.000/a
LN2 DM 5.000/a
-Mech. parts + workshop DM 10.000/a
(container, set-ups)
-Software licenses DM 5.000/a
-Photo, stationary, laser prints DM 5.000/a
-Outsourcing (EM), Pathology DM 3.500/a
DM 56.500/a
In addition, an 8% overhead plus 15% VAT is to be charged.
4. EXTERNAL SERVICE
Freezing bag development (cost estimate) DM 300.000
(production, approval, quality assurance)
FIRST AMENDMENT TO R&D
AGREEMENT
BETWEEN
HELMHOLTS INSTITUT
OF AACHEN, GERMANY
AND
EUROBIOTECH GROUP, INC.
A DELAWARE CORPORATION
JANUARY 19, 1998
WHEREAS, an agreement was entered into as of August 18, 1997, by and between the
Forschungsgesellschaft fur Biomedizinische Technike e. v. - Helmholtz-Institut -
("Helmholtz") and Eurobiotech Group, Inc., a Delaware corporation
("Eurobiotech").
WHEREAS, the parties to the agreement desire to extend the execution date for
payments due under this agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, and for other good
and valuable consideration, the receipt and efficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2 - Financial contributions - is hereby amended to delete the
phrase "on execution date" and in its place inserting the phrase "on or before
March 1, 1998".
2. Except as otherwise amended hereby, the Agreement shall remain in
full force and effect.
3. This amendment may be executed in multiple counterparts, each of
which will be deemed to be an original, and all such counterparts will
constitute but one instrument.
IN WITNESS WHEREOF, the individuals signing below on behalf of the Helmholtz and
Eurobiotech are signing in the capacities below as of the date first above
written:
HELMHOLTZ-INSTITUT
By: /s/ Signature
---------------------------------
Position:
EUROBIOTECH GROUP, INC.
By: /s/ XX XXXX
---------------------------------
Xx. XX Xxxx
President and CEO
