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Research Agreement

 

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Title:

Research Agreement

Entities:

Interleukin Genetics, Inc.

Date:

2005

Size:

42KB total

Price:

$41

ID:

#1001618

 

 

► Licensing ► Research Agreements
► Healthcare ► Healthcare Facilities

 

 

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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  ASTERISKS DENOTE OMISSIONS.

 

RESEARCH AGREEMENT

 

This RESEARCH AGREEMENT (this ?Agreement?) is entered into as of March 5, 2005 (the ?Effective Date?) by and between Interleukin Genetics, Inc., a Delaware corporation having its principal office at 135 Beaver Street, Waltham, MA 02452 (?IG?) and Access Business Group LLC, having its principal office at 7575 Fulton Street, East, Ada, Michigan 49355-0001 (?Access?).  Each of IG and Access is sometimes referred to individually herein as a ?Party? and collectively as the ?Parties.?

 

WHEREAS, Access, together with its Affiliates, has expertise and experience in the development, commercialization and marketing of nutritional supplements and skin care products and IG has expertise and experience in analyzing the effect of variations in genes related to inflammation, including the effect of such variations on the risk for [   *   ] and [    *     *    ], and determining, through genetic profiling, individuals who may benefit from specific interventions to promote health;

 

WHEREAS, Access and IG entered into a Research Agreement, having an effective date of March 5, 2003, providing for IG to perform certain research during a term two years from such effective date;

 

WHEREAS, Access desires that IG perform additional research on the terms and subject to the conditions set forth in this Agreement and the Parties desire to obtain certain rights to inventions arising out of such research; and

 

WHEREAS, IG is willing to perform such additional research and the Parties are willing to grant each other such rights as described herein.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereby agree as follows:

 

1.                                      DEFINITIONS

 

Whenever used in this Agreement with an initial capital letter, the terms defined in this Section 1 shall have the meanings specified.

 

1.1.                              ?Affiliate? means any corporation, firm, partnership or other entity that directly or indirectly controls or is controlled by or is under common control with a Party to this Agreement.  For purposes of this definition, ?control? means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, fifty percent (50%) or more of the equity interests in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity.  For purposes of this Agreement, Access, Alticor Inc. and subsidiaries of Alticor Inc., on the one hand, and IG, on the other hand, will not be deemed to be Affiliates of each other.

 



 

1.2.                              ?Access Patent Rights? means any Patent Rights with respect to Access Technology.

 

1.3.                              ?Access Proprietary Materials? means any Proprietary Materials of Access that are used by Access, or provided by Access for use, in the Research Program.

 

1.4.                              ?Access Technology? means any Technology Controlled by Access as of the Effective Date and during the Term that is used by Access, or provided by Access for use, in the Research Program.

 

1.5.                              ?[    *    ] Test? means an analytic test performed on a [   *    *  ] or [   *  ] to [   *       *      *      *   ] to the use of a Program Consumable.

 

1.6.                              ?Confidential Information? means, as regards a Party (the ?Receiving Party?), (i) all information produced or discovered by either Party under the Research Program (including without limitation, compilations, data, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies and techniques), and all tangible and intangible embodiments thereof of any kind whatsoever (including, without limitation, apparatus, biological or chemical materials, animals, cells, compositions, documents, drawings, machinery, patent applications, records and reports) and (ii) all other information (including but not limited to information about any element of Technology or a Party?s business) which is disclosed, whether in writing and marked as confidential at the time of disclosure to the Receiving Party or customarily considered to be confidential information or by oral disclosure reduced to a writing, by the other Party (the ?Disclosing Party?) to the Receiving Party or to any of its employees, consultants, Affiliates, licensees and sublicensees hereunder except to the extent that the information described in this subsection (ii) (a) as of the date of disclosure is demonstrably known to, or in the possession of, the Receiving Party or its Affiliates, as shown by written documentation, other than by virtue of a prior confidential disclosure by the Disclosing Party or its Affiliates; (b) as of the date of disclosure is in, or subsequently enters, the public domain, through no fault or omission of the Receiving Party or its Affiliates; (c) as of the date of disclosure or thereafter is obtained by the Receiving Party or its Affiliates from a Third Party free from any obligation of confidentiality to the Disclosing Party and rightfully in possession of such information or (d) is independently developed by or for the Receiving Party or its Affiliates without reference to or in reliance upon any of the foregoing information as demonstrated by competent written records.

 

1.7.                              ?Control? or ?Controlled? means (a) with respect to Technology (other than Proprietary Materials) and/or Patent Rights, the possession by a party of the ability to grant a license or sublicense of such Technology and/or Patent Rights as provided herein without violating the terms of any agreement or arrangement between such party and any Third Party and (b) with respect to Proprietary Materials, the possession by a party of the ability to supply such Proprietary Materials to the other party as provided herein without violating the terms of any agreement or arrangement between such party and any Third Party.

 

1.8.                              ?IG Patent Rights? means any Patent Rights with respect to IG Technology.

 

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1.9.                              ?IG Technology? means any Technology Controlled by IG as of the Effective Date and during the Term that is used by IG, or provided by IG, or provided by IG for use, in the Research Program.

 

1.10.                        ?Joint Science Committee? or ?JSC? shall have the meaning set forth in Section 5.1 hereof.

 

1.11.                        ?License Agreement? means the License Agreement dated March 5, 2003, between the Parties, as the same may be amended, restated or supplemented from time to time.

 

1.12.                        ?Patent Rights? means the rights and interests in and to issued patents and pending patent applications in any country, including all substitutions, continuations, continuations-in-part, divisionals, supplementary protection certificates, renewals, all letters patent granted thereon, and all reissues, reexaminations, extensions, confirmations, revalidations, registrations and patents of addition thereof.

 

1.13.                        ?Party? or ?Parties? has the meaning set forth in the first paragraph of this Agreement.

 

1.14.                        ?Program Consumable? means any nutritional supplement, nutraceutical compound, skin care product, or delivery system for a nutritional supplement, nutraceutical compound, or skin care product, [     *      *      *      *      *      *      *      *   ] designed to produce a positive health benefit and/or a positive appearance of skin (i) the manufacture, use or sale of which would, absent the license or ownership rights granted to ABG hereunder and under the License Agreement, infringe any claim included in the Program Patent Rights or the IG Patent Rights, or (ii) which makes a claim or claims of efficacy or utility based upon the research conducted hereunder or upon the use or results of a Program Test.

 

1.15.                        ?Program Invention? means any Technology, whether or not patentable, which is conceived and/or first reduced to practice by employees of, or consultants to, either Party, or jointly by both Parties, in the conduct of the Research Program.

 

1.16.                        ?Program Patent Rights? means all Patent Rights claiming any Program Invention.

 

1.17.                        ?Program Product? means a Program Consumable or a Program Test.

 

1.18.                        ?Program Test? means any nucleic acid test used to determine appropriate recipients of a Program Consumable (i) the manufacture, use or sale of which would, absent the license or ownership rights granted to ABG hereunder and under the License Agreement, infringe any claim included in the Program Patent Rights or the IG Patent Rights, or (ii) which was developed, modified or improved hereunder.

 

1.19.                        ?Proprietary Materials? means any tangible chemical, biological or physical research materials, including but not limited to gene sequences, gene fragment sequences, primers, probes, nucleic acids and nucleic acid libraries, plasmids, vectors, expression systems, cells, cell lines, organisms, antibodies, biological substances (and any constituents, progeny,

 

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mutants, derivatives or replications thereof or therefrom), reagents or chemical compounds that are furnished by or on behalf of one Party to the other Party, in connection with this Agreement or the License Agreement, that are proprietary to the transferring Party through patent protection, trade secret, or other method of intellectual property protection, regardless of whether such materials are specifically designated as proprietary by the transferring Party.

 

1.20.                        ?Protocol? means the written protocol describing the activities to be carried out under the Research Program pursuant to this Agreement to be agreed upon by the JSC based on the outline attached hereto as Appendix A.

 

1.21.                        ?Research Program? means the program to be conducted by the Parties as described in this Agreement and in the Protocol to develop [   *     *    *    *   ] which will be Program Products.

 

1.22.                        ?Technology? means and includes all inventions, discoveries, know-how, trade secrets, improvements and Proprietary Materials, whether or not patentable, including but not limited to, structural and functional information and other data, formulations and techniques.

 

1.23.                        ?Term? has the meaning set forth in Section 7.1.

 

1.24.                        ?Territory? means worldwide.

 

1.25.                        ?Third Party? means any entity other than IG, Access or their respective Affiliates.

 

2.                                      RESEARCH PROGRAM

 

2.1.                              Implementation of Research Program.  The Research Program shall be conducted by the Parties in accordance with the Protocol and in compliance with all applicable laws and regulations.  The parties shall use commercially reasonable efforts to perform the activities to be performed by them under the Research Program, as described more fully in the Protocol and in the timeline (the ?Timeline?) which the JSC shall agree upon in writing, based upon the outline attached hereto as Appendix A, as promptly as practicable following the execution hereof.  The Protocol and/or the Timeline may be modified from time to time after the Effective Date by the JSC pursuant to Section 5.1 hereof.

 

2.2.                              Supply of Proprietary MaterialsFrom time to time during the Term of this Agreement, one Party may supply the other Party with its Proprietary Materials for use in the Research Program.  In connection therewith, the recipient Party hereby agrees that (a) it shall not use Proprietary Materials for any purpose other than exercising any rights granted to it or reserved by it hereunder; (b) it shall use the Proprietary Materials only in compliance with all applicable federal, state, and local laws and regulations; (c) it shall not transfer any Proprietary Materials to any Third Party without the prior written consent of the transferor, except as expressly permitted hereby; (d) the transferring Party shall retain full ownership of all such Proprietary Materials; and (e) upon the expiration or termination of this Agreement, the recipient Party shall at the instruction of the transferring Party either destroy or return any unused Proprietary Materials which are not the subject of the grant of a continuing license hereunder.

 

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2.3.                              ConsiderationIn consideration of IG conducting the Research Program described herein, Access shall pay to IG as follows:

 

2.3.1.                     Access shall pay to IG an aggregate sum of Two Million Seven Hundred Sixteen Thousand One Hundred Fifty-One Dollars ($2,716,151) payable as follows:

 


 

Payment Date

 

Payment Amount

 

 

 

 

 

April 15, 2005

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