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Document Preview Joint Technology and Collaboration Agreement |
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Title: |
Joint Technology and Collaboration Agreement |
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Entities: |
Cepheid; Aridia Corp.; Infectio Diagnostic Inc.; Cepheid |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 32KB total |
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Price: |
$40 |
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ID: |
#108759 |
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JOINT TECHNOLOGY AND COLLABORATION AGREEMENT entered into as of the 4th day of
February 2000.
BETWEEN: ARIDIA CORP., a corporation incorporated under the laws of the
Province of Nova Scotia (hereinafter the "Corporation")
AND: INFECTIO DIAGNOSTIC (I.D.I.) INC., a corporation incorporated under
the laws of the Province of Quebec (hereinafter "IDI")
AND: CEPHEID, a corporation incorporated under the laws of the state of
California (hereinafter "Cepheid")
WHEREAS, IDI has expertise and know-how relating to certain nucleic acid
sequences for identification and diagnosis of certain human infectious disease
parameters as hereinafter described;
WHEREAS, Cepheid has expertise and know-how relating to systems, subsystems and
non-reagent consumables (such as disposable reaction tube), for diagnosing human
disease parameters;
WHEREAS IDI and Cepheid have granted to the Corporation exclusive licenses in
the Field relating to their respective technology;
WHEREAS IDI, Cepheid and the Corporation have entered into a Shareholders
Agreement dated February 4, 2000; and
WHEREAS IDI and Cepheid desire to cooperate in the discovery and development of
innovative diagnostic systems based on the integration of their respective
technologies;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the parties
hereby agree as follows:
{PAGE} 2
- 2 -
ARTICLE 1
DEFINITIONS
As used in this agreement:
1.1 "AFFILIATE(s)" shall mean any corporation or other business entity
controlled by or in common control of a party. "Control" as used herein
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 any corporation, or 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.
1.2 "CEPHEID" shall include all of the divisions, subsidiaries and Affiliates
of Cepheid.
1.3 "CEPHEID INTELLECTUAL PROPERTY" shall mean all technology rights and
patents rights (a) owned by Cepheid, existing as of the date hereof or
developed subsequent to the date hereof and (b) relating to systems,
subsystems and non reagent consumables for diagnosing human disease
parameters including without limitations the patents and patents
applications listed and described on Appendix A hereto. The Cepheid
Intellectual Property shall also include any improvements, refinements,
updates, discoveries or inventions related to Cepheid Intellectual
Property and intellectual property developed by Cepheid in the course of
the Collaboration Program.
1.4 "COLLABORATION PROGRAM" means any research program and associated
activities contemplated by the parties during the term of this Agreement
which program and activities shall, from time to time, be attached to this
Agreement as Appendix B.
1.5 "COLLABORATIVE PRODUCTS" means any products which are discovered in whole
or in part as a result of the Collaboration Program and made of Joint
Technology.
1.6 "FIELD" shall mean the rapid diagnosis of human infectious diseases
including but not limited to bacteria, fungi, antibiotic resistance and
related disorders with systems integrating IDI Intellectual Property and
Cepheid Intellectual Property.
1.7 "IDI" shall include all of the divisions, subsidiaries and Affiliates of
IDI.
1.8 "IDI INTELLECTUAL PROPERTY" shall mean all technology rights and patent
rights (a) owned by IDI, existing as of the date hereof or developed
subsequent to the date hereof and (b) relating to nucleic acid sequences
useful for the identification and/or diagnosis of human infectious disease
parameters, including, without limitation, the patents and patent
applications listed and described on Appendix C hereto. The IDI
Intellectual Property shall also include any improvements, refinements,
updates, discoveries or inventions related to IDI Intellectual Property
and intellectual property developed by IDI in the course of the
Collaboration Program.
1.9 "JOINT TECHNOLOGY" shall have the meaning ascribed to such term in section
2.6.3. hereof.
1.10 "SHAREHOLDERS AGREEMENT" shall mean the Shareholders Agreement between
IDI, Cepheid and the Corporation dated February 4, 2000, and any addenda
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