|
|
|
|
Document Preview Research Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Research Agreement |
|||
|
Entities: |
Interleukin Genetics, Inc.; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo; Access Business Group LLC |
|||
|
Date: |
2003 |
|||
|
Size: |
Preview shows 7KB of 41KB total |
|||
|
Price: |
$39 |
|||
|
ID: |
#205098 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
RESEARCH AGREEMENT
This RESEARCH AGREEMENT (this "Agreement") is entered into as of March 5,
2003 (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 [ * ] disease, and
determining, through genetic profiling, individuals who may benefit from
specific interventions to promote health;
WHEREAS, Access desires that IG perform the Research Program on the terms
and subject to the conditions set forth in this Agreement and in accordance with
the Protocol and the Parties desire to obtain certain rights to inventions
arising out of the Research Program; and
WHEREAS, IG is willing to perform the Research Program 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.
{PAGE}
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.
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 Dermagenomics Consumable or a Nutrigenomics
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 "DERMAGENOMICS CONSUMABLE" means any nutritional supplement or skin
care product or topical delivery system [ * * * * * * * ] 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
|
End of Preview |
Home Intelligence Services Subscriptions News About Us