Exhibit 10.12
THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY DOUBLE ASTERISKS (**) AND HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
CENTOCOR
000 XXXXX XXXXXX XXXXXXX, XXXXXXX, XX 00000 (215) 296-4488
TELEX: 173-190
FAX: (000) 000-0000
UNIVERSITY OF ARKANSAS - CENTOCOR
RESEARCH AND LICENSE AGREEMENT
------------------------------
This agreement is made as of the 1st of February 1990 (hereinafter
--- --------
"Effective Date") between
Centocor, Inc.
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxx 00000,
a corporation of Pennsylvania,
(hereinafter "CENTOCOR")
AND
University of Arkansas
Suite 601
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
(hereinafter "UA")
on behalf of the Laboratory of Xx. Xxxxxxx X. X'Xxxxx
(hereinafter "Xx. X'Xxxxx").
W I T N E S S E T H :
WHEREAS, UA presently possesses certain know-how in the field of antibodies
preferentially reactive with antigens having the epitope recognized by OC 125
and the use of such antibodies for in vitro diagnostic, prophylactic and
-- -----
therapeutic purposes (hereinafter "Field"); and
WHEREAS, UA on behalf of Xx. X'Xxxxx, is desirous of and prepared to
continue research in said Field (hereinafter "research") which may lead to the
development of commercial applications; and
WHEREAS, CENTOCOR is prepared to provide financial support to UA for such
Research by Xx. X'Xxxxx at UA, providing it receives certain license and/or
option rights under inventions, patents and/or know-how in said Field; and
WHEREAS, UA represents that it has full rights by assignment to inventions,
patents and know-how in the Field and wishes to have such inventions and know-
how perfected and marketed at the earliest possible time in order that products
resulting therefrom might be available for public use and benefit; and
WHEREAS, UA represents and warrants to CENTOCOR that, (i) it has full right
and authority to enter into this Agreement without consent or approval of any
third person, and (ii) it is not subject to any restrictions other than those
set forth in Exhibit B attached hereto which would prevent or impair the grant
to CENTOCOR of the licenses granted hereby, the exercise by CENTOCOR of any
options to obtain licenses or the exercise by CENTOCOR of such licenses, other
than those imposed upon UA by its grantee and/or contractor status under
government, philanthropic or non-profit sponsorship.
E.AGR.ARKANSAS.R&L - 2 -
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, CENTOCOR and UA agree as follows:
ARTICLE I - PLAN FOR RESEARCH AND BUDGET
----------------------------------------
1.01 For the year ending January 31, 1991, CENTOCOR agrees, as set forth
---------- -
below, to pay to UA funds to support the Research relating to the above-
mentioned Field and UA agrees to supply the services of requisite personnel and
to furnish the necessary facilities and to carry out such Research all according
to a Plan for Research and Budget agreed upon by CENTOCOR and UA as set forth in
Article 1.02.
1.02 The Plan for Research and the Budget for the first (1st) Agreement
Year is set forth in Appendix A hereto. At its sole option, UA shall submit to
CENTOCOR a proposed Plan for Research and Budget for the Agreement Year
following the first anniversary of the Effective Date of this Agreement (an
Agreement Year being defined to mean the twelve-month period commencing with the
Effective Date or anniversary thereof). The proposed Plan for Research and
Budget for the second (2nd) Agreement Year shall be submitted by UA to CENTOCOR
ninety (90) days prior to the first anniversary of the Effective Date. The
parties will negotiate in good faith and use their best efforts to finalize the
proposed Plan for Research. CENTOCOR shall notify UA in writing thirty (30)
days prior to the beginning of the subsequent Agreement Year if it shall accept
the Plan for Research submitted by UA. If CENTOCOR and UA
E.AGR.ARKANSAS.R&L - 3 -
are not able to agree upon the Research Plan, CENTOCOR shall be able to
terminate, at Centocor's sole discretion, the Research hereunder by providing
notice to UA thirty (30) days prior to the beginning of the subsequent Agreement
Year that it will not provide any further support for the Research, and the
Agreement shall be terminated pursuant to Article IX.
1.03 For as long as Xx. X'Xxxxx remains at UA pursuant to the provisions of
this Agreement, such Research by UA as funded under this Agreement shall be
under the direction of Xx. X'Xxxxx. In addition, Xx. X'Xxxxx will not conduct
research in the Field for other commercial organizations during the term of this
Agreement for so long as Centocor is funding Research hereunder without prior
written notice to CENTOCOR pursuant to Article 8.01 hereof.
1.04 In the event that the services of Xx. X'Xxxxx, become for any reason
unavailable during the course of this Agreement, UA shall have ninety (90) days
within which to provide a replacement principal investigator who shall be
acceptable to CENTOCOR. CENTOCOR shall not unreasonably withhold acceptance of
such replacement. In the event that no such replacement is provided, the
obligations of CENTOCOR to fund the Agreement shall cease.
ARTICLE II - REPORTS BY UA
--------------------------
2.01 UA shall, upon each anniversary of the Effective Date, provide a
written report, prepared by Xx. X'Xxxxx, which presents a brief summary of the
Research conducted and the results obtained during the preceding twelve (12)
E.AGR.ARKANSAS.R&L - 4 -
months regarding its work in the Field. In the event of termination of the
Agreement, CENTOCOR shall receive a complete detailed report of the work carried
out and funded by this Agreement.
2.02 If rights to any of UA's inventions and/or know-how in the Field are
partially or wholly owned or restricted by governments, government agencies, or
any institutions under government control, UA hereby agrees to comply with all
applicable statutes and regulations pertaining to such government rights. Such
restrictions to the disposition of rights by UA, if any, are specified in
Appendix B herein. UA further agrees to promptly notify CENTOCOR of any
reports, communications, or actions undertaken with regard to such government
rights pertaining to this Agreement.
ARTICLE III - PAYMENTS BY CENTOCOR
----------------------------------
3.01 In consideration of the rights granted hereunder, CENTOCOR shall pay
to UA [**] dollars [**] in the first Agreement Year in
support of the Research to be conducted in such year, payable at quarterly
intervals. Centocor shall also pay to UA [**] dollars [**]
within thirty (30) days of Effective Date as an upfront license fee.
3.02 Subject to the provisions of Article 1.02, the second and third
Agreement Years shall be funded at levels specified in the approved Research
Plan and Budget for each Agreement Year, and payments shall be made quarterly.
E.AGR.ARKANSAS.R&L - 5 -
ARTICLE IV ---ESTABLISHMENT OF UA PROPRIETARY POSITION
------------------------------------------------------
4.01 UA agrees to establish a proprietary position in the Field to the
extent possible by (i) applying, as required by Article 4.03, for patents in the
United States and abroad on inventions conceived and/or reduced to practice
arising from this Research; (ii) maintaining information which is generated as
confidential know-how except to the extent that rights are reserved under
Article 4.09 (ii), (iii) obtaining title to inventions funded by Government or
third party support, whenever possible and (iv) diligently protecting its patent
rights from infringement. The choice of patent counsel shall be agreeable to
both UA and CENTOCOR.
4.02 During the term of this Agreement, for inventions in the Field which
are conceived by UA inventors, UA inventors shall assign their rights to UA.
For inventions in the Field which are conceived by CENTOCOR inventors, CENTOCOR
inventors shall assign their rights to CENTOCOR. For inventions in the Field
which are jointly conceived by UA and CENTOCOR inventors, UA inventors shall
assign their rights to UA and CENTOCOR inventors shall assign their rights to
CENTOCOR.
4.03 UA shall promptly advise CENTOCOR, in writing, of each invention
conceived and/or reduced to practice arising from this Research.
Representatives of UA and CENTOCOR shall then discuss whether a patent
application or applications, pertaining to such invention, should be filed
E.AGR.ARKANSAS.R&L - 6 -
and in which countries such application or applications should be filed.
Applications assigned solely to UA shall be filed by UA; applications assigned
solely to CENTOCOR shall be filed by CENTOCOR, and jointly assigned applications
shall be filed as mutually agreed upon by the parties.
4.04 All patent costs incurred by UA, including, without limitation, the
costs of preparing, filing, prosecuting (including mutually agreed upon
interferences or oppositions), issuing or maintaining patent rights claiming an
invention filed by mutual agreement of the parties after the Effective Date
shall be reimbursed by CENTOCOR upon the receipt of UA's notice of payment of
such costs. Such reimbursement shall be [**] percent [**] creditable
against future royalty payments due UA from CENTOCOR, however, such credit shall
not exceed [**] percent [**] of the royalties payable in any one payment
period. Such credits may be accrued and carried forward by Centocor until such
time as they may be taken in accordance with the foregoing sentence.
4.05 With respect to any patent application filed by mutual agreement of
the parties, each patent application, office action, response to office action,
request for terminal disclaimer, and request for reissue or reexamination of any
patent issuing from such application shall be provided to CENTOCOR sufficiently
prior to the filing of such application, response or request to allow for review
and comment by CENTOCOR.
4.06 In the event CENTOCOR is not interested in having a patent application
filed with respect to a particular
E.AGR.ARKANSAS.R&L - 7 -
invention in a particular country, CENTOCOR shall advise UA of such fact within
ninety (90) days from the date on which the invention was disclosed to CENTOCOR
by UA or sooner if necessary to avoid the loss of patent rights. UA, at its own
expense, may then file and prosecute such patent application in any country
where CENTOCOR elects not to file.
4.07 In the event that UA does not wish to file a patent application with
respect to a particular invention or does not wish to file patent applications
with respect to specific countries, it shall without delay notify CENTOCOR, and
CENTOCOR shall be free, where not contrary to United States law, to file at its
expense, patent applications in the name of UA, if necessary, and UA shall
render CENTOCOR, at CENTOCOR's expense, all necessary assistance in order to
facilitate such filing.
4.08 CENTOCOR shall have the right to have all of the Research
conducted and funded hereunder reviewed by patent counsel of its choice subject
to the provisions of Articles 4.01 and 4.03.
4.09 UA recognizes that during the course of this Agreement it may, on
behalf of Xx. X'Xxxxx, acquire from CENTOCOR trade secrets or information which
is confidential to CENTOCOR. CENTOCOR has a period of thirty (30) days after
the exchange of information: to notify Xx. X'Xxxxx as to whether said
information given to UA is to be considered confidential. Accordingly, UA
agrees as follows: (i) UA will not, for a period of five (5) years from the
receipt of such information, disclose any information or knowledge received from
CENTOCOR which has been so designated as being secret and confidential,
E.AGR.ARKANSAS.R&L - 8 -
except to the extent that such information was previously known to UA as shown
by its written records or except to the extent that such information is or
becomes available to the public without fault on the part of UA; (ii) UA and its
employees shall have the rights to publish or otherwise publicly disclose
information gained in the course of the Agreement subject to the provisions of
Article 4.09 (i) hereof, provided it gives CENTOCOR a draft of the disclosure
(manuscript or abstract) at least sixty (60) days in advance of such
publication.
4.10 UA retains the right to use any of the cell lines, antibodies or their
improvements licensed to CENTOCOR hereunder, free of cost, for its own research
and to distribute the antibodies to other institutions engaged in noncommercial
research, free of cost, under a written agreement that the use will be
restricted to non-commercial research and that materials provided will not be
transferred or communicated to any third person for any reason.
ARTICLE V - LICENSE TO CENTOCOR
-------------------------------
5.01 In view of CENTOCOR's support for research hereunder, UA hereby grants
to CENTOCOR and CENTOCOR hereby accepts an exclusive, world-wide, royalty-
bearing license with the right to grant sublicenses, under any and all patent
rights and know-how owned by UA relating to cell lines or hybridomas developed
by or under the direction of or in collaboration with Dr. Xxxxxxx X'Xxxxx which
produce antibodies directed against antigens having the epitope recognized by OC
125 (the "Licensed Field") and the exclusive right to use said cell lines or
hybridomas for the purpose of
E.AGR.ARKANSAS.R&L - 9 -
making, having made, using and/or selling products for in-vitro diagnostic
application. Such exclusive license and right shall be for a period fifteen
(15) years or the life of any and all UA-owned rights in the Licensed Field,
whichever is greater. The royalty rate shall be [**] percent [**] of the
NET selling price of products utilizing any UA rights licensed to Centocor
herein. NET selling price shall be defined to mean the sales price of products
actually charged by CENTOCOR, its affiliates, or licensees for sales of products
on which a royalty is owed to UA hereunder, after deduction of customary trade
and quantity discounts actually allowed, credits or refunds actually allowed for
spoiled, damaged, outdated, or returned goods, sales and other excise taxes
imposed and paid directly with respect to the sales, and transportation costs to
the extent separately invoiced.
5.02 UA further grants to CENTOCOR hereunder a right of first refusal to
obtain an exclusive worldwide royalty bearing license in the Field to make, have
made, use and/or sell products for in-vivo diagnostic or therapeutic
applications. Said option shall be exercisable at Centocor's sole discretion
during the [**] period commencing with the date of receipt by CENTOCOR from
UA of a viable cell line in Licensed Field upon payment to UA of [**] . The
royalty rate for such in-vivo products shall be [**] percent [**] of the NET
selling price.
5.03 If CENTOCOR makes payment to one or more third parties under patents
and/or know-how which CENTOCOR reasonably believes covers a product or process
licensed hereunder, the payments due under this Agreement shall be reduced by
the amount of payments actually owed to said third parties by
E.AGR.ARKANSAS.R&L - 10 -
CENTOCOR; providing, however, that the payments from CENTOCOR to UA due under
this Agreement shall not be reduced, in any event, to less than [**] percent
[**] of the royalties that would have been due in any period except for such
payments to said third parties. The return by any such third parties of any
payments to CENTOCOR because of an invalidated third-party patent shall be paid
to UA in an amount necessary to restore any such reduced royalty payments.
5.04 In the event CENTOCOR or a sublicensee of CENTOCOR incurs attorney fees and
related legal expenses in judicial or administrative proceedings based upon
allegations of infringement of third party patents or know-how as a result of
the exercise of rights hereunder, or in the enforcement or defense of patents or
technology licenses hereunder, all such expenses will be offset against future
royalties due from CENTOCOR under this Agreement provided that such offsets do
not exceed [**] percent [**] of the royalties due in any period.
ARTICLE VI - COMMERCIAL DEVELOPMENT
-----------------------------------
6.01 CENTOCOR shall use all reasonable efforts, including such efforts of
any or all of its affiliates and licensees, to develop, manufacture and
distribute commercially feasible products utilizing rights licensed to Centocor
hereunder throughout the world.
6.02 At intervals no longer than every twelve (12) months, CENTOCOR shall
report in writing to UA on progress made toward commercialization,
E.AGR.ARKANSAS.R&L - 11 -
manufacturing and distribution of the products and royalties earned thereon, and
if at any time progress is not considered reasonable, UA may give notice to
CENTOCOR that CENTOCOR is in default and according to the provisions of Article
9.02, CENTOCOR shall formulate a plan and notify UA of such plan within thirty
(30) days of receipt of such notice to cure such default. Approval of such plan
by UA shall be deemed to cure any such default pursuant to Article 9.02.
6.03 CENTOCOR agrees to use nomenclature specified by Xx. X'Xxxxx, unless
otherwise authorized in writing by UA, to identify the hybridomas for the
purposes of publication, promotion and commercial development of the hybridomas,
but shall not identify either UA, nor Dr. 0'Brien, nor his UA collaborators as
being the source of the antibodies and/or hybridomas; except that any
publication may refer to the published record.
ARTICLE VII - EFFECTIVE AND TERM
--------------------------------
7.01 This Agreement shall become effective on the day and year first above
written and, unless previously terminated in accordance with any provisions
hereof, shall remain in full force and effect for the term set forth in Article
V hereof.
ARTICLE VIII - CENTOCOR'S RIGHT OF FIRST REFUSAL
------------------------------------------------
8.01 Prior to Xx. X'Xxxxx initiating any other commercial program involving
research in the Field, CENTOCOR shall have a right of first
E.AGR.ARKANSAS.R&L - 12 -
refusal to support said other program on terms to be determined by good faith
negotiations between the parties or upon the same terms and conditions that any
third party has agreed to and to thereby receive the same benefits as UA had
agreed to provide in return for said third party's support. CENTOCOR shall
provide written notice to UA within one (1) month of such notification stating
whether CENTOCOR wishes to exercise this right of first refusal.
ARTICLE IX - TERMINATION
------------------------
9.01 UA, shall have the right to terminate the obligation to perform
Research under this Agreement by giving at least thirty (30) days notice thereof
in writing to CENTOCOR, and upon the giving of such notice, UA's obligation to
perform Research hereunder shall terminate as of such date. In the event of
such termination by UA or in the event of termination by CENTOCOR under Article
1.02 or 1.04 hereof: (i) CENTOCOR's obligation to fund in whole or in part the
terminated Research shall be limited to so much thereof as shall have been
conducted prior to such termination; (ii) Upon CENTOCOR's written request thirty
(30) days next following the date of the termination, UA, shall disclose to
CENTOCOR all research information funded by this Agreement which shall be in its
possession at such date which relates to the terminated Research and, (iii) UA
shall grant to CENTOCOR the right of first refusal to license each hybridoma,
issued patent or patent application resulting from the Research, subsequent to
the date of notice of termination as set forth in (ii) above.
E.AGR.ARKANSAS.R&L - 13 -
9.02 Failure by UA or CENTOCOR to comply with any of the respective
obligations and conditions contained in this Agreement shall entitle the other
party to give to the party in default notice requiring it to cure such default.
If such default is not cured or a plan for cure has not been approved, such
approval to not be unreasonably withheld, within ninety (90) days after receipt
of such notice, the notifying party shall be entitled (without prejudice to any
of the other rights conferred on it by this Agreement) to terminate this
Agreement by giving notice to take effect immediately. The right of either
party to terminate this Agreement as herein above provided shall not be affected
in any way by its waiver of, or failure to take action with respect to, any
previous default.
9.03 In the event that one of the parties shall go into liquidation, or a
receiver, custodian or trustee be appointed for the property or estate of that
party, or the party makes an assignment for the benefit of creditors, and
whether any of the aforesaid events be the outcome of the voluntary act of that
party, or otherwise, the other party shall be entitled to terminate this
Agreement forthwith by giving written notice to the first party.
9.04 Termination or expiration of the Agreement, other than under Articles
9.02 and 9.03, shall not affect rights and obligations of either party or the
licenses granted under Article V.
9.05 If either party shall be delayed, interrupted in or prevented from the
performance of any obligation hereunder by reason of Force Majeure
E.AGR.ARKANSAS.R&L - 14 -
including an act of God, fire, flood, war (declared or undeclared), public
disaster, strike or labor differences, governmental enactment, rule or
regulation, or any other cause beyond such party's control, such party shall not
be liable to the other therefor; and the time for performance of such obligation
shall be extended for a period equal to the duration of the contingency which
occasioned the delay, interruption or prevention. The party invoking such Force
Majeure rights under this Article must notify the other party by registered
letter within a period of fifteen (15) days, from the first and the last day of
the Force Majeure unless the Force Majeure renders such notification impossible
in which case notification will be made as soon as possible. If the delay
resulting from the Force Majeure exceeds six (6) months, the injured party may
terminate this Agreement as per the conditions stipulated herein.
ARTICLE X - INDEMNIFICATION
---------------------------
10.01 CENTOCOR shall indemnify UA from and against any claims, demands,
or causes of action on account of any injury or death of persons or damage to
property caused by, or arising out of, or resulting from Centocor's exercise or
practice of the license granted hereunder; provided, however, that such
obligation to indemnify UA shall not extend to any claim, demand, or cause of
action arising in favor of any person or entity, growing out of, incident to, or
resulting directly or indirectly from negligence (whether sole, joint, or
otherwise), of UA or its officers, agents, representatives, or employees.
E.AGR.ARKANSAS.R&L - 15 -
ARTICLE XI - ASSIGNMENT
-----------------------
11.01 The rights of CENTOCOR, under this Agreement, may not be assigned
and the duties of CENTOCOR under this Agreement may not be delegated without the
prior written consent of UA, except that CENTOCOR may assign this Agreement to
an entity with which it merges or consolidates or which CENTOCOR controls, or to
which substantially all of its assets relating to the Field of the Agreement are
sold or otherwise transferred, or to a partnership of which CENTOCOR or any of
its affiliates is the general partner.
ARTICLE XII - NOTICES
---------------------
12.01 Any notice, report or demand required to be given by either party
under the terms of this Agreement shall be given in writing by letter properly
addressed and containing sufficient postage to the party for whom it is
intended. Those to be sent to UA shall be addressed to UA, at the address set
forth in the beginning of this Agreement, to the attention of the Director for
Research or to such other address as UA shall designate from time to time.
Those to be sent to CENTOCOR shall be addressed to Xx. Xxxxxxx X. Xxxxxxxx,
Senior Vice President, Chief Scientific Officer, CENTOCOR, Inc., 000 Xxxxx
Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxxxx, 00000 or to such other address as
CENTOCOR shall designate from time to time. Each notice so mailed as
hereinabove provided shall be deemed to have been given when mailed.
E.AGR.ARKANSAS.R&L - 16 -
ARTICLE XIII - TITLES
---------------------
13.01 It is agreed that marginal headings appearing at the beginning of
the numbered articles hereof have been inserted for convenience only and do not
constitute any part of this Agreement.
ARTICLE XIV - STATUS OF PARTIES
-------------------------------
14.01 UA and CENTOCOR agree that each party to this Agreement is
operating as an independent contractor and not as an agent of the other. This
Agreement shall not constitute a partnership or joint venture, and neither party
may be bound by the other to any contract, arrangement or understanding except
as specifically stated herein.
14.02 No publicity, news release, or other public announcement, written
or oral, whether to the public press, to stockholders, or otherwise relating to
the Agreement, to any amendment hereto or to performance hereunder or the
existence of the arrangement between the parties shall be originated by either
CENTOCOR, UA or their employees without written approval of the other party to
this Agreement except as required by the law. However, CENTOCOR may use
descriptive scientific terminology in accordance with Article 6.03 in marketing
a product.
E.AGR.ARKANSAS.R&L - 17 -
ARTICLE XV - GOVERNING LAW
--------------------------
15.01 This Agreement shall be governed by and construed in accordance
with the laws of the State of Arkansas and the United States of America.
ARTICLE XVI - INVALIDITY OR UNENFORCEABILITY
--------------------------------------------
16.01 If and to the extent that any court of competent jurisdiction
holds any provision (or any part thereof) of this Agreement to be invalid or
unenforceable, said invalid provision or part thereof shall be severable here
from and shall in no way affect the validity of the remainder of this Agreement.
ARTICLE XVII - ENTIRE AGREEMENT
-------------------------------
17.01 This Agreement constitutes the entire Agreement between the
parties, and no variation of modification of this Agreement or waiver of any of
its terms or provisions shall be deemed valid unless in writing and signed by
both parties.
E.AGR.ARKANSAS.R&L - 18 -
IN WITNESS WHEREOF, and for making this Agreement come into force from the
date first above written, both parties cause this Agreement to be duly signed by
their respective authorized representatives.
ACKNOWLEDGED BY:
WITNESS UNIVERSITY OF ARKANSAS
/s/ Xxxxxx X. Xxxxx /s/ Xxxx X'Xxxxxxxxxx
------------------- ---------------------
Xx. Xxxx X'Xxxxxxxxxx
Interim President
1-3-90
---------------------
Date
/s/ Xxxxxxx X. X'Xxxxx
-----------------------------
Xxxxxxxxx Xxxxxxx X. X'Xxxxx
2/01/90
-----------------------------
Date
WITNESS CENTOCOR, INC.
/s/ Xxxxxxx X. Xxxxxxxx, Ph.D.
------------------------------
Xxxxxxx X. Xxxxxxxx, Ph.D.
Senior Vice President
Chief Scientific Officer
01/16/90
-------------------------------
- 19 -
APPENDIX A
Budget - Agreement Year One
February 1, 1990 to January 31, 1991
----------- -----------
DIRECT COSTS
------------
Post-Doctoral Research Associate [**]
(Salary + 18% Fringe)
Research Technician [**]
(Salary + Fringe)
Supplies [**]
SUBTOTAL [**]
INDIRECT COSTS AT 10% [**]
---------------------
TOTAL [**]
- 20 -
APPENDIX B
Government Restrictions to the Disposition of UA Rights
- 21 -
EXHIBIT B
The patent rights to the below-described invention have been assigned to
Research Corporation pursuant to the Invention Administration Agreement between
the University of Arkansas and Research Corporation:
The invention relates to a sub-unit of CA125 antigen having a molecular
weight of about 40,000 daltons and found only in tumor-associated CA 125
antigen. It also relates to a monoclonal antibody having a specificity for
the 40,000 daltons sub-unit of tumor-associated CA125. In addition, the
invention relates to a method of detection or monitoring of ovarian cancer
which comprises assaying serum of an individual suspected of having ovarian
cancer with an antibody having specificity for the 40,000 xxxxxx sub-unit
of tumor-associated CA125.
