Exhibit 10.4
NON-DISCLOSURE AGREEMENT
This Agreement is effective as of
October 3, 2002
BETWEEN:
THE
UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the
University Act of British Columbia and having offices at IRC
331 – 2194 Health Sciences Mall, Vancouver, British Columbia,
V6T 1Z3, Attention: Director, University-Industry Liaison Office,
Telephone: (604) 822-8580, Facsimile:
(604) 822-8589
(the
“University”)
AND:
GENEMAX PHARMACEUTICALS INC. having an office at
Suite 400 -1681 Chestnut Street, Vancouver, BC, Canada, V6J
4M6, Attention: Ronald Handford, President and CEO, Telephone:
(604) 733-9835 Facsimile:
(the
“Recipient”)
The
University will provide the Recipient with certain confidential and
proprietary information on the following terms and
conditions:
1. Confidential
Information.
The University will provide the Recipient with information relating
to “Method for Identifying New Tumor Antigens (UILO File
No. 02-083), and A Screen for Regulators of Antigenicity in
Tumour and Normal Cells (UILO File No. 03-048)” (the
“Information”) which includes, without limitation, any
and all trade secrets, know-how, show-how, concepts, discoveries,
inventions, research or technical data, and any other proprietary
information. However, Recipient is under no obligation to maintain
the confidentiality of Information which Recipient can
show:
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(a)
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was
public knowledge at the time of its disclosure to the
Recipient,
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(b)
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became public knowledge during the
term of this Agreement through no act or fault of the
Recipient,
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(c)
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was
in the possession of the Recipient prior to its disclosure,
or
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(d)
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was
lawfully acquired by the Recipient from a third party who was not
under an obligation of confidentiality to the
University.
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2.
Ownership.
The Information is and will at all times remain the exclusive
property of the University and nothing in this Agreement grants the
Recipient any right, title, interest or licence, implied or
otherwise, in or to the Information.
3. No Representation or
Warranty. The
Recipient acknowledges and agrees that the Information is
experimental in nature and that THE UNIVERSITY MAKES NO
REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, WITH
RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION OR
WARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY
PROPRIETARY RIGHTS.
4. Use.
The Recipient will not use
the Information for any purpose other than to evaluate the
Information for commercial potential. Without limiting the
generality of the foregoing, the Recipient will not use the
Information to develop, or cause to develop, all or part of any
process or product whether for
internal use or for commercial
purposes. The Recipient hereby indemnifies, holds harmless and
defends the University, its Board of Governors, directors,
officers, employees, faculty, students and agents against any and
all claims, demands, liabilities and expenses (including reasonable
legal fees and disbursements), whether direct, indirect,
consequential or otherwise, resulting from a breach of this
provision or any other provision of this Agreement.
5. Term.
The term of this Agreement will
begin on the date of this Agreement and will end on October 3,
2005 unless terminated earlier by one party upon giving the other
party at least 30 days written notice.
6.
Non-Disclosure. Recipient will use best efforts to maintain the
confidentiality of the Information both during and after the term
of this Agreement and will not
