EXHIBIT 10.2
COLLABORTIVE RESEARCH AGREEMENT
This Agreement, made and effective as of November 11, 1999,
("the
Effective Date") is by and between:
NEW YORK
UNIVERSITY (hereinafter "NYU"), a corporation organized and
existing under the laws of the State of New
York and having a place of business
at 70 Washington Square South, New York,
New York 10012, USA
AND
---
B TWELVE, INC. (hereinafter "CORPORATION"), a corporation organized
and
existing under the laws of the State of
Florida having its principal office at
3303-130 Adelaide Street West, Toronto,
Ontario, Canada M5H 3P5.
RECITALS
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WHEREAS, Dr. Stephen R. Wilson of NYU (hereinafter "the NYU
Scientist")
has expertise and performs research in
organic chemistry drug design and
synthesis;
WHEREAS, NYU is willing to perform the NYU Research Project (as
hereinafter defined);
WHEREAS, CORPORATION is prepared to sponsor the NYU Research
Project;
WHEREAS, subject to the terms and conditions hereinafter set forth
NYU
is willing to grant to CORPORATION and
CORPORATION is willing to accept from NYU
an option to acquire a license to use and
practice the Research Technology (as
hereinafter defined);
NOW, THEREFORE, in consideration of the mutualpromises and
agreements
contained herein, the parties hereto hereby
agree as follows:
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1.
Definitions.
------------
Whenever used in this Agreement, the following terms shall have
the
following meanings:
a. "Corporation
Entity" shall mean any company or other legal entity
which controls, or is controlled by, or is under common control
with, CORPORATION; control means the holding of more than
twenty-five and one tenth percent (25.1%) or more of
i) the capital
and/or
ii) the voting rights
and/or
iii) the right to elect or appoint directors.
b. "Field" shall mean
design and chemical synthesis of cyanocobalamin
(vitamin B12) derivatives.
c. "NYU Know-How"
shall mean any information and materials including,
but not limited to, pharmaceutical, chemical, biological and
biochemical products,, information and trade secrets, know-how,
technical and non-technical data, materials, methods and
processes
and any drawings, plans diagrams, specifications and/or other
document containing such information, discovered, developed or
acquired by, or on behalf of students or employees of NYU
during
the term and in the course of the performance of the NYU
Research
Project;
d. "NYU Patents" shall
mean all United States and foreign patents and
patent applications, and any divisions, continuations, in whole
or
in part, reissues, renewals and extensions thereof, and pending
applications therefore which claim inventions that are made by
students or employees of NYU during the term and in the course
of
the performance of the NYU Research Project.
e. "NYU Research
Project" shall mean the investigations during the
Research Period (as hereinafter defined) into the Field under
the
supervision of the NYU Scientist in
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accordance with the research program, described in annexed
Appendix
I, which forms an integral part hereof.
f. "Option Period"
means the period from the Effective Date (as
defined below) to the date 180 days after the end of the
Research
Period.
g. "Research Period"
shall mean the two-year period commencing on the
Effective Date hereof and any extension thereof as to which NYU
and
CORPORATION shall mutually agree in writing.
h. "Research
Technology" shall mean all NYU Patents and NYU Know-How.
2.
Effective Date.
--------------
This Agreement shall be effective as of the Effective Date and
shall
remain in full force and effect until it expires or is terminated
in
accordance with Section 9 hereof.
3.
Performance of the NYU Research Project.
---------------------------------------
a. In consideration of
the sums to be paid to NYU as set forth in
Section 4, below, NYU undertakes to perform the NYU Research
Project under the supervision of the NYU Scientists during the
Research Period. If, during the Research Period the NYU
Scientist
shall cease to supervise the NYU Research Project, then NYU
shall
endeavor to find from among the scientists of NYU a scientist
or
scientists acceptable to CORPORATION to continue the supervision
of
the NYU Research Project in place of the NYU Scientist. Nothing
herein contained shall be deemed to impost an obligation on NYU
to
find a replacement for the NYU Scientist.
b. Nothing contained
in this Agreement shall be construed as a
warranty on the part of NYU that any results will be achieved
by
the NYU Research Project, or that the Research Technology
and/or
any other results achieved by the NYU Research Project, if any,
are
or will be commercially exploitable and furthermore, NYU makes
no
warranties whatsoever as to the commercial or scientific value
of
the
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Research Technology and/or as to any results which may be
achieved
in the NYU Research Project.
c. The NYU Scientist
shall prepare semi-annual reports within thirty
(30) days after the end of each six month period after the
Effective Date, summarizing the results of the work conducted
on
the NYU Research Project during such six-month period. Within
sixty
(60) days after the end of the Research Period, the NYU
Scientist
shall prepare a written report summarizing the results of the
work
conducted on the NYU Research Project.
d. At mutually agreed
upon times, representatives of CORPORATION may
meet with the NYU Scientist to review and discuss the conduct
and
results of the NYU Research Project.
e. CORPORATION shall
grant to NYU a non-exclusive research license
under CORPORATION patents identified in Appendix II attached
herein, for the purpose of the performance of the NYU Research
Project.
f. NYU will have full
authority and responsibility for the NYU
Research Project. All students and employees of NYU who work on
the
NYU Research Project will do so as employees or students of
NYU,
and not as employees of CORPORATION.
4.
Funding of the NYU Research Project.
-----------------------------------
a. As compensation to
NYU for work to be performed on the NYU Research
Project during the Research Period, subject to any earlier
termination of the Research Project pursuant to Section 3.a.
hereof, CORPORATION will pay NYU the total sum of U.S.
$373,250,
payable according to the following schedule: for the first year
of
the Research Period a total sum of U.S. $222,560 payable in
four
(4) equal
consecutive quarterly installments of U.S. $555,640 each,
commencing upon the Effective Date and on the first business day
of
the 3rd, 6th, and 9th month commencing after the Effective
Date,
and for the second year of the Research
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Period a total sum of U.S. $150,690 payable in four (4) equal
consecutive quarterly installments of U.S. $37,672.50 each,
commencing upon the first business day of the 12th, 15th, 18th
and
21st month commencing after the Effective Date.
b. Nothing in this
Agreement shall be interpreted to prohibit NYU (or
the NYU Scientist) from obtaining additional financing or
research
grants for the NYU Research Project from government agencies,
which
grants or financing may render all or part of the NYU Research
Project and the results thereof subject to the patent rights of
the
U.S. Government and its agencies, as set forth in Title 35
U.S.C.
ss.200 et seq.
5.
Title.
------
a. All right, title
and interest, in and to the Research Technology,
and to any other results achieved by the NYU Research Project,
and
in and to any drawings, plans, diagrams, specifications and
other
documents containing any of the Research Technology shall vest
solely in NYU.
b. Subject to the
rights granted to CORPORATION pursuant to Section 6,
hereof, for so long as the NYU Scientists is employed by NYU,
any
and all inventions made by the NYU Scientist and relating to
the
Field shall be owned solely by NYU.
6.
Option to Negotiate the New Agreement
-------------------------------------
a. For the term of the
Option Period and subject to the satisfaction
by CORPORATION of the conditions set forth in 6.b. hereof, NYU
hereby grants to CORPORATION the exclusive option at any time
during the Option Period to negotiate a new agreement with
respect
to an exclusive option at any time during the Option Period to
negotiate a new agreement with respect to an exclusive
worldwide
license to use and practice the Research Technology (the "New
Agreement").
b. CORPORATION may
exercise the option set forth above by providing
NYU with written notice that CORPORATION is prepared to
negotiate
the New Agreement.
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c. CORPORATION shall
have no right to undertake any commercial use
(including trials in humans) of the Research Technology or the
manufacture, or sale of a product based on the Research
Technology,
unless and until CORPORATION and NYU execute the New Agreement
pursuant to Section 6, hereof.
d. NYU shall not,
during the Option Period, grant to any third party
any rights, or take any action inconsistent with, the rights
granted to CORPORATION under this Agreement.
e. The New Agreement
that may be negotiated for the aforesaid Research
Technology shall include reasonable and customary terms and
conditions (including, but not limited to reasonable royalties)
with respect to university-industry agreements.
7.
Patents and Patent Applications.
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a. NYU will promptly
disclose to CORPORATION in writing any inventions
which constitute potential NYU
