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Title: |
Contract Research Agreement |
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Entities: |
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Date: |
2004 |
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Preview shows 12KB of 55KB total |
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Price: |
$49 |
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ID: |
#1425561 |
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CONTRACT RESEARCH AGREEMENT
CDT INTERNATIONAL LIMITED (1)
AND
COVION ORGANIC SEMICONDUCTORS GMBH (2)
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED FROM THIS DOCUMENT. SUCH OMISSIONS ARE NOTED BY [**]. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION.
CONTRACT RESEARCH AGREEMENT
THIS AGREEMENT is made the 14 day of December 2001 between:
| (1) | CDT INTERNATIONAL LIMITED, a company incorporated in Bermuda whose registered office is situated at PO Box HM1556, Corner House Church, Parliament Street, Hamilton HMFX, Bermuda (CDT); and |
| (2) | COVION ORGANIC SEMICONDUCTORS GMBH, a company incorporated in Germany whose principal place of business is situated at Industriepark Hoechst, Gebaude G864, D-65926, Frankfurt am Main, Germany (Covion). |
RECITALS:
| (A) | CDT has, and/or has an Affiliate which has, scientists skilled in the art of the design and development of organic semiconductors and CDT is prepared to carry out, and/or procure that such Affiliate carries out, research and development into this area on behalf of Covion. |
| (B) | Covion has considerable experience and valuable technical and commercial information and know-how in the field of organic semiconductors and wishes CDT to carry out, and/or procure the carrying out by such Affiliate of CDT of, contract research and development on behalf of Covion. |
| (C) | The Parties therefore wish to enter into this Agreement to specify as between CDT and Covion the terms and conditions of the working relationship between CDT and/or CDTs Affiliate and Covion in relation to the design and development of organic semiconductors. |
IT IS HEREBY AGREED AS FOLLOWS:
| 1. | DEFINITIONS |
| 1.1 | In this Agreement including its Schedules, the headings are included for ease of reference only and shall not affect its interpretation and the following terms shall have the following meanings unless the context otherwise requires: |
Affiliate means, at the relevant time, any business entity which controls, is controlled by or is under common control with the business entity referred to but in each case only for so long as such control or common control relationship exists; for the purposes of this definition a business entity shall be deemed to control another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
2
Assigned Patent means patent application WO 00/55927 (together with the rights to all Patents claiming priority therefrom including associated or national regional patents and continuations thereof).
Avecia Group Company means Avecia Limited (a company incorporated in England with company number 3730853) or any Affiliate of Avecia.
Calendar Quarter means the period from the Effective Date to 31st March 2002 and thereafter each successive period of three (3) months ending on, 30th June, 30th September, 31st December and 31st March.
CDT Group Company means CDT or any Affiliate of CDT.
CDT Limited means Cambridge Display Technology Limited (a company incorporated in England with company number 2672530).
Confidential Information means all confidential information disclosed by one party or any of its Affiliates (the Disclosing Party) to the other party or any of its Affiliates, (the Receiving Party) pursuant to this Agreement in written verbal or any other form, including, without limitation, data, know-how, formulae, compositions, designs, photographs, drawings, specifications, software program, samples, any product made using the samples and any other material bearing or incorporating any information relating to such information.
Covion Group Company means Covion or any Affiliate of Covion.
Covion Licensee means any Covion Group Company, any Avecia Group Company, any Relevant Joint Venture of any Covion Group Company and/or any Relevant Joint Venture of any Avecia Group Company;
Covion OLEM Products means conjugated Polymeric OLEMs (other than PLEMs) or formulations containing conjugated polymeric OLEMs (other than PLEMs) sold pursuant to a supply agreement for use in the Field.
Covion OSC Products means organic semiconductors or formulations containing organic semiconductors sold pursuant to a supply agreement for use outside the Field where the sale or any other aspect of the exploitation of such organic semiconductors or formulations containing organic semiconductors by Covion or any Covion Licensee or by a direct customer of Covion or any Covion Licensee has taken place in a country in which such sale or other aspect of the exploitation falls within any of the then still valid claims licensed to Covion under a patent covering that country in accordance with the Patent and Know-How Licence or falls within any of:
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