10.2 Collaborative Research Agreement (aug. 11/04)

This Agreement dated the 11 day of August, 2004 (the "Agreement").

COLLABORATIVE RESEARCH AGREEMENT

BETWEEN:

UPSTREAM BIOSCIENCES INC , a corporation incorporated under the laws of British Columbia, and having its offices at Suite # 305 - 1338 West Broadway, Vancouver, British Columbia, Canada V6H I H2 ("Sponsor")

AND:

THE UNIVERSITY OF BRITISH COLUMBIA , a corporation continued under the University Act of British Columbia and having its administrative offices at 2075 Wesbrook Mall, Vancouver, British Columbia, Canada V6T 1W5 ("University")

AND:

VANCOUVER COASTAL HEALTH AUTHORITY , a public hospital having its administrative offices at VGH Research Pavilion, 828 West 10th Avenue, Vancouver, British Columbia, Canada V5Z IL8. ("VCHA")

(University and VCHA are collectively referred to as the "Institution")

(each referred to as a "Party" and collectively as the "Parties")

WHEREAS:

A.

Sponsor is involved in creating an integrated knowledgebase (the "Collaborative Pathway Development"), comprising hardware, software and data, which the scientific community can use to build models of complex biological process, and to mine for discoveries and patentable inventions;

B.

Sponsor is building the Collaborative Pathway Development with the assistance of many contributors;

C.

Institution wishes to participate in the building of the Collaborative Pathway Development;

D.

To be able to participate in the Collaborative Pathway Development, Institution will need access to the proprietary information of Sponsor; and

E.

The participation of University in the Collaborative Pathway Development will further the instructional and research objectives of the University in a manner consistent with its status as a non-profit, tax-exempt, educational institution, and may derive benefits for both Sponsor and University through inventions, improvements, and discoveries.

NOW THEREFORE, IN CONSIDERATION of the promises and covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby confirmed) the Parties hereto agree as follows:


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1.

DEFINITIONS

1.1

In this Agreement, unless a contrary intention appears, the following words and phrases mean:


(a)

"Confidential Information" means any and all knowledge, know-how, information, or techniques disclosed by the one party (the "Provider") to another (the "Recipient") relating to the Project, including, without limiting the generality of the foregoing, all research, data, specifications, plans, drawings, prototypes, models, documents, records, instructions, manuals, papers, or other materials of any nature whatsoever, whether written or otherwise, relating to same. In order to constitute "Confidential Information", the Provider must clearly identify it in writing as being confidential, or if the disclosure takes place orally or in some other non-tangible form, the Provider must summarize it in writing and identify it as being confidential within thirty (30) days of making the disclosure. Furthermore, a disclosure will not be considered "Confidential Information" for the purposes of this Agreement if and when it:


(i)

is made subject to an order by judicial or administrative process requiring the Recipient to disclose any or all of the Confidential Information disclosed to it by the Provider, provided however that the Recipient will promptly notify the Provider and allow the Provider reasonable time to oppose such process before disclosing any of the Confidential Information disclosed to it by the Provider;


(ii)

is published or becomes available to the general public other than through a breach of this Agreement;


(iii)

is obtained by the Recipient from a third party with a valid right to disclose it, provided that said third party is not under a confidentiality obligation to the Provider;


(iv)

is independently developed by employees, agents or consultants of the Recipient who had no knowledge of or access to the Confidential Information disclosed to it by another party to this Agreement as evidenced by the Recipient's records; or


(v)

was possessed by the Recipient prior to receipt from the Provider, other than through prior disclosure by the Provider, as evidenced by the Recipient's records;


(b)

"Contract Period" means 1st May, 2004 through 31st December, 2007;


(c)

"Copyrighted Software" means the copyright in computer software for the System, including all related code, specifications, documentation, revisions, enhancements and modifications thereto, in whatever form and media;


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(d)

"Intellectual Property" means, any and all knowledge, know-how, technique (s), technology, trade secrets and other intellectual property, including that which is conceived, invented, developed, improved or acquired, but does not include Copyrighted Software;


(e)

"Investigator" means Dr. Artem Cherkasov of the Department of Medicine at University and Division of Infectious Diseases at the Vancouver Hospital Health Sciences Centre of the VCHA;


(f)

"Joint Intellectual Property" means Intellectual Property that is conceived, invented, developed, improved or acquired, in the performance of the Project by one or more employees or sub-contractors of Institution and one or more employees or sub-contractors of Sponsor;


(g)

"Joint Copyrighted Software" means Copyrighted Software which is developed in the performance of the Project by one or more employees or sub-contractors of Institution and by one or more employees or sub-contractors of Sponsor;


(h)

"Institution Copyrighted Software" means Copyrighted Software which is developed in the performance of the Project solely by one or more employees or sub-contractors of Institution. Institution Copyrighted Software includes improvements to Sponsor Copyrighted Software made solely by one or more employees or sub-contractors of Institution;


(i)

"Project" means the Project described in Appendix "A";


(j)

"Sponsor Copyrighted Software" means Copyrighted Software which is developed solely by one or more employees or sub-contractors of Sponsor;


(k)

"Sponsor Intellectual Property" means Intellectual Property made, conceived, invented, developed, or improved by one or more employees or sub-contractors of Sponsor; and


(l)

"System" means a symantic network-based database for modeling molecular interactions and pathways;


(m)

"Institution Intellectual Property" means Intellectual Property made, conceived, invented, developed, or improved by one or more employees or sub-contractors of Institution. "Institution Intellectual Property" includes improvements to Sponsor Intellectual Property that are made, conceived, invented, developed, or improved solely by one or more employees or sub-contractors of Institution.

2.

RESEARCH WORK

2.1

Institution will commence the performance of the Project promptly after the effective date of this Agreement, and will use reasonable efforts to perform the Project substantially in accordance with the terms and conditions of this Agreement.


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Notwithstanding anything to the contrary in this Agreement, Sponsor and Institution may at any time amend the Project by mutual written Agreement.

2.2

In the event that the Investigator becomes unable or unwilling to continue the Project, and a mutually acceptable substitute is not available, Institution and Sponsor will each have the option to terminate the Project and this Agreement by providing the other party with written notice of same.

2.3

In the performance of the Project under this Agreement:


(a)

Institution will be deemed to be and will be an independent contractor,


(b)

neither party is authorized or empowered to act as agent for the other for any purpose and will not on behalf of the other enter into any contract, warranty, or representation as to any matter; and


(c)

neither party will be bound with respect to third Parties by the acts or conduct of the other.

3.

REPORTS AND CONFERENCES

3.1

During the Contract Period, Institution will keep Sponsor informed, orally or in writing, as to the progress of the Project. Subject to Article 4.1, Institution will submit a final report to Sponsor within sixty (60) days after the conclusion of the Contract Period or early termination of this Agreement, whichever is sooner.

3.2

During the term of this Agreement, representatives of Institution will meet with representatives of Sponsor at times and places mutually agreed upon to discuss the progress and results, as well as ongoing plans, or changes to the Project.

4.

SUPPORT

4.1

Sponsor shall not be required to pay any amount to Institution to support the Project. Sponsor's entire obligation to support the Project shall be the "in-kind" contribution of access by the Researcher to Sponsor's software, hardware, and facilities more fully described in Appendix "B" (collectively the "Sponsor's Contribution"). Institution reserves the right to suspend work on the Project or to terminate the Project and this Agreement by delivering written notice of same to Sponsor if Sponsor fails to provide Sponsor's Contribution.

5.

PUBLICITY

5.1

Notwithstanding anything to the contrary in this Agreement, either Party may disclose the identity of the other, the title of the Project, the name of the Investigator, the Contract Period and a general description of the Sponsor's Contribution in support of the Project. Except as provided by the foregoing, neither Party may use the name of the other, nor of any member of the other Party's staff, in any publicity, advertising, or news release without the prior written approval of an authorized representative of the other.


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6.

CONFIDENTIALITY

6.1

The Recipient will keep and use all of the Provider's Confidential Information in confidence solely for the purpose set forth in this Agreement and will not disclose any part of the Provider's Confidential Information to any person, firm, corporation, or other entity. Without limiting the generality of the foregoing, the Recipient will not use, manufacture, or sell the Provider's Confidential Information or any device or means incorporating any of the Provider's Confidential Information, and will not use any of the Provider's Confidential Information as the basis for the design or creation of any device or means.

6.2

Subject to Article 5.1, Sponsor requires of Institution, and Institution agrees within the letter of the law, that this Agreement, and each part of it, is confidential and will not be disclosed to third Parties, as Sponsor claims that such disclosure would or could reveal commercial, scientific or technical information and would significantly harm Sponsor's competitive position.

6.3

Sponsor contemplating the disclosure of Confidential Information acknowledges that Institution by its very nature is an open public research institution with students passing through in an open and uncontrolled manner and therefore cannot provide the same degree of security for its own Confidential Information as that which is customary in an industrial research centre. However, Institution will use the same care and discretion to avoid disclosure of Confidential Information as it uses for its own similar Confidential Information that it does not wish to disclose.

6.4

Notwithstanding any termination or expiration of this Agreement, the obligations of confidentiality in this Article 6 will survive and continue to be binding upon the Recipient, its successors, and assigns until three (3) years after such termination or expiration.

7.

PUBLICATIONS

7.1

The Parties recognize that it is part of the function of Institution to publish information. Accordingly, the researchers will not be restricted from presenting at symposia, national, or regional professional meetings, or from publishing in abstracts, journals, theses, or dissertations, or otherwise, whether in printed or in electronic media, methods and results of the Project, under the following terms and conditions:


(a)

Institution provides Sponsor with copies of any proposed publication or presentation at least forty-five (45) days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party; and


(b)

Sponsor has not, within thirty (30) days after receipt of said copies, objected in writing to such proposed presentation or proposed publication in accordance with Article 7.2 of this Agreement.


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7.2

Sponsor may object to a proposed presentation or proposed publication on the grounds that it contains Confidential Information that was disclosed to Institution by Sponsor, or on the grounds that it discloses patentable subject matter which needs protection.

7.3

If Sponsor makes objection on the grounds of the inclusion of Confidential Information, Institution will ensure that its researchers remove such Confidential Information immediately from the proposed presentation or publication, after which Institution and its researchers may proceed with said presentation or publication.
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