|
|
|
|
Document Preview Oligonucleotide Manufacturing and Supply Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Oligonucleotide Manufacturing and Supply Agreement |
|||
|
Entities: |
ISIS Pharmaceuticals, Inc.; Integrated DNA Technologies, Inc. |
|||
|
Date: |
2002 |
|||
|
Size: |
Preview shows 10KB of 61KB total |
|||
|
Price: |
$50 |
|||
|
ID: |
#282221 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
OLIGONUCLEOTIDE MANUFACTURING AND
SUPPLY AGREEMENT
By and between
ISIS PHARMACEUTICALS, INC.
2292 Faraday Avenue, Carlsbad, CA 92008
- Hereinafter referred to as ISIS -
and
INTEGRATED DNA TECHNOLOGIES, INC.
1710 Commercial Park, Coralville, IA 52241
- Hereinafter referred to as IDT -
TABLE OF CONTENTS
{Table}
{S} {C}
Recitals.............................................................2
Article 1 Definitions...............................................2
Article 2 Oligonucleotide Supply Period and Deposit.................4
Article 3 Program Oligonucleotide Specifications Committee..........5
Article 4 Ordering, Pricing and Invoicing...........................6
Article 5 Intellectual Property.....................................8
Article 6 Representations and Warranties ...........................9
Article 7 Confidential Information.................................12
Article 8 Term and Termination.....................................13
Article 9 Indemnification..........................................15
Article 10 General..................................................15
Appendix A.........................................................A-1
Appendix B.........................................................B-1
{/Table}
1
{Page}
RECITALS
WHEREAS, ISIS and its GeneTrove Division have a need for a reliable
supply of quality-controlled oligonucleotides for use in its antisense
functional genomics and target validation program; and
WHEREAS, IDT has the expertise and manufacturing capacity sufficient
to supply ISIS quality controlled oligonucleotides at required volumes; and
WHEREAS, both IDT and ISIS are willing to collaborate in continuous
efforts to refine IDT's oligonucleotides manufacturing, purification and quality
controlled techniques to ensure that ISIS receives optimized oligonucleotides
for use in its functional genomics program;
NOW THEREFORE, IDT and ISIS agree to the following Oligonucleotide
Manufacturing and Supply Agreement according to the terms and conditions as
stated herein.
ARTICLE 1:
DEFINITIONS
For purposes of this Oligonucleotide Manufacturing and Supply Agreement, the
following words, phrases, or terms shall have the meanings as herein defined:
1.0 "Agreement" shall mean this Oligonucleotide Manufacturing and Supply
Agreement, including Appendices A and B, as originally executed and as
properly amended from time to time according to Article 10.
1.1 "Antisense Oligonucleotides" shall mean a polynucleotide,
oligonucleotide or oligonucleotide analog, which hybridizes in a
sequence specific manner under physiological conditions to RNA forming
an RNA-DNA duplex, which duplex acts to modulate the production of a
targeted gene product. An antisense oligonucleotide analog may include
naturally occurring or non-natural heterocycles, sugar and/or backbone
linkages, and may be a molecule in which the sugar may be absent, in
which the backbone linkage may be phosphate based, amide based, or
based on other chemistries and which may or may not include stem loop
or structural units.
1.2 "Assigned Supply Period" shall mean the [***] year period immediately
following the Effective Date.
1.3 "Assigned Systems" shall mean oligonucleotide synthesizers,
purification and analytical instruments, and other supporting equipment
assigned by IDT to support the manufacture and delivery of ISIS's
requirements of Program Oligonucleotides.
2
{Page}
1.4 "Business Day(s)" shall mean those days from Monday through Friday,
which are not declared as national holidays in the United States, or as
holidays routinely recognized by one or more of the Parties.
1.5 "Calendar Days" shall mean all days Sunday through Saturday, which
appear on the calendar from January 1 through December 31.
1.6 "Customer Deposit" shall mean the credit for dedicated Program
Oligonucleotide supply and Program Oligonucleotide purchases obtained
by ISIS under this Agreement, which will be credited to the benefit of
ISIS against Program Oligonucleotide purchases by ISIS at a rate of
[***] of the monthly Program Oligonucleotide invoice described in
section 4.8 herein.
1.7 "Dedicated Data Management System" shall mean the components of an
integrated hardware and software system designed to support the
isolated processing, tracking and storage of all information related to
ISIS Program Oligonucleotide orders, with access limited to authorized
personnel of IDT and/or ISIS.
1.8 "Effective Date" shall mean the execution date of the last signature on
the signature page of this Agreement.
1.9 "IDT" shall mean Integrated DNA Technologies, Inc., and its affiliates,
if any.
1.10 "IDT List Price" shall mean the then current IDT Catalog price for a
specified product or service as displayed in IDT's World Wide Web
On-line Catalog at (www.idtdna.com) or any successive Internet URL.
1.11 "Intellectual Property" shall mean and includes, but is not limited to,
inventions (whether patentable or unpatentable), trade secrets, all
present improvements thereto and future improvements thereto, and all
United States, and foreign patents, patent applications, patent
disclosures, and patentable inventions, together with all reissuances,
continuations, continuations-in-part, divisionals, revisions,
extensions and reexaminations thereof.
1.12 "ISIS" shall mean ISIS Pharmaceuticals, Inc., its and its divisions,
including specifically GeneTrove-TM-.
1.13 "ISIS Supplied Reagent" shall mean those reagents to be supplied by
ISIS to IDT that are necessary for the specific and limited purpose of
enabling or optimizing IDT's manufacture and supply of MOE
Oligonucleotides or Antisense Oligonucleotides to ISIS.
3
{Page}
1.14 "MOE Oligonucleotides" shall mean oligonucleotides ordered from IDT by
ISIS, which contain one or more of ISIS's proprietary 2'methoxy-ethoxy
modifications (or any combination of an alkyl, alkoxy or thioalkoxy
together with an ether, ester, amino or aminohydroxy substituent). With
the exception of Appendix A and paragraph 4.2 herein, and at ISIS's
sole discretion, MOE Oligonucleotide may also mean any Antisense
Oligonucleotide ordered by ISIS from IDT.
1.15 "Parties" shall refer collectively to ISIS and IDT, each individually
referred to as a "Party".
1.16 "Primers" shall refer to unmodified oligonucleotides used to promote
amplification of a targeted sequence.
1.17 "Probes" shall refer to dye-labeled or similarly modified
oligonucleotides used to detect and/or quantify the presence of a
targeted sequence in a sample.
1.18 "Program Oligonucleotide" means a MOE Oligonucleotide and/or a
Quantification Oligonucleotide conforming to the specifications and
criteria set forth in Appendix A (as amended from time to time) for
supply and delivery to ISIS.
1.19 "Quantification Oligonucleotide" shall mean Primers and Probes, either
ordered individually by ISIS, or as 96-well plate combinations referred
to as "Primer-Probes Sets" as defined in Appendix A (as amended from
time to time).
ARTICLE 2
OLIGONUCLEOTIDE SUPPLY PERIOD AND DEPOSIT
2.1 SUPPLY PERIOD. For the duration of the Assigned Supply Period, IDT will
utilize the Assigned Systems to manufacture and sell Program
Oligonucleotides ordered by ISIS according to the terms and conditions
as described in this Agreement. This commitment by IDT includes the
obligations of IDT to individually staff, train, and fully compensate,
the personnel needed to operate the Assigned Systems for ISIS, and to
otherwise fully manage the production and delivery of Program
Oligonucleotides to ISIS.
2.2 SUPPLY DEPOSIT. ISIS shall advance IDT five million dollars
($5 million) to IDT within five (5) Business Days of the effective date
of the Amended and Restated IDT-ISIS Licensing Agreement, in the form
of Customer Deposit.
2.3 ASSIGNMENT OF MANUFACTURING CAPACITY. IDT will utilize the
Customer Deposit to assign within its facility sufficient Program
|
End of Preview |
Home Intelligence Services Subscriptions News About Us