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Research & Development Agreement

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REVISED AND RESTATED
RESEARCH AND DEVELOPMENT AGREEMENT


This Revised and Restated Research and Development Agreement (the "Agreement"), dated as of March 15, 2002 ("Execution Date"), between ARIAD Gene Therapeutics, Inc., a Delaware corporation ("AGTI") and ARIAD Corporation, a Delaware corporation ("Corporation") supersedes and supplants in its entirety the Research and License Agreement between AGTI and Corporation dated July 1, 1994 ("Original Agreement").


WHEREAS, AGTI has certain patent rights and technology and has acquired licenses to certain other patent rights and technology, for the purpose of allowing AGTI to develop and commercialize certain Products;


WHEREAS, Corporation has personnel experienced in the research and development of human health care products and has, or is expected to acquire, the facilities, equipment and employees that will permit it to carry out research and development activities for AGTI, with respect to such rights and technology; and


WHEREAS, AGTI desires to engage Corporation to perform such services and Corporation desires to provide such services.


NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Corporation and AGTI hereby agree as follows:


1. Definitions.


1.1 Definitions. As used herein, capitalized terms shall have the
respective meanings set forth below:


(a) "AGTI Technology" shall mean all information, developments,
discoveries, inventions, improvements, know-how, processes,
formulas, methods, trade secrets and other intellectual
property, whether or not patentable, whether or not
copyrightable, now owned or hereafter developed, acquired,
reduced to practice or conceived by AGTI, either alone or
jointly with others, or licensed or sublicensed to AGTI.


(b) "Confidential Information" has the meaning set forth in
Section 8.1 below.


(c) "Improvements" shall mean all information, developments,
discoveries, inventions, improvements (including
improvements to AGTI Technology), know-how, processes,
formulas, methods, trade secrets and other intellectual
property, other than the AGTI Technology, whether or not
patentable, whether or not copyrightable, which are
developed, acquired, reduced to practice or conceived by
Corporation, either alone or jointly with others, in
carrying out Research and Development under this Agreement.


(d) "Legal Order" has the meaning set forth in Section 8.3
below.


(e) "Product" shall mean any article, composition, apparatus,
substance, chemical, material, method, process or service.
(f) "Programs" shall mean research and development programs set
forth by AGTI for Research and Development to be performed
by Corporation.


(g) "Research and Development" shall mean research,
development, clinical testing and related services and
activities.


1.1. Singular and Plural. Singular and plural forms, as the case may
be, of terms defined herein shall have correlative meanings.


2. Research and Development.


2.1. Research and Development Services. AGTI hereby engages
Corporation, and Corporation hereby agrees, to undertake Research
and Development of the AGTI Technology in accordance with each
Program for the purpose of allowing AGTI to develop, manufacture,
use, sell and market one or more Products. During the term of this
Agreement, Corporation shall use its best efforts to conduct the
Research and Development for AGTI with respect to each Program in
a prudent and skillful manner in accordance with applicable laws,
ordinances, rules, regulations, orders, licenses and other
requirements now or hereafter in effect. Corporation shall obtain
all labor, supervision, services, materials, supplies, tools,
machinery and replacement parts thereof necessary to perform the
Research and Development in accordance with each Program then in
effect, which expenses shall be paid by AGTI as described below.
All such materials, supplies, tools, machinery and replacement
parts thereof shall be used exclusively by Corporation to perform
the Research and Development for AGTI under each Program.


2.2. Reports and Records. Within sixty (60) days after the end of each
calendar quarter during the term of this Agreement, Corporation
shall provide to AGTI a report setting forth the total Research
and Development costs incurred during such quarter. All Research
and Development and any other work performed under each Program
should be duly recorded and evidenced in laboratory notebooks
maintained by the persons working on the Program, in sufficient
detail and in good scientific manner appropriate for patent and
regulatory purposes. Upon the request of AGTI, Corporation will
provide to AGTI a report setting forth (a) a summary of the work
performed hereunder by Corporation and its employees and agents,
and (b) a description of any material development with respect to
the Programs. AGTI shall also have the right, during normal
business hours, to inspect and copy the records pertaining to the
Programs kept by Corporation.


2.3. Rights to Property. As between AGTI and Corporation, all right,
title and interest in and to any Improvements acquired or
developed pursuant to this Agreement, including all intellectual
property rights therein, shall be the exclusive property of and
are hereby assigned to AGTI. This Section 2.3 shall survive the
expiration or termination of this Agreement for any reason.


2.4. Exclusion from Assignment. AGTI and Corporation acknowledge and
agree the assignments set forth in Sections 2.3, 5.3 and 7 shall
not extend to, and do not include, any Improvements owned or
controlled by third parties (alone or jointly) that Corporation
does not have the right to assign; and to the extent any
Improvements are owned or controlled by a third party and licensed
to Corporation, Corporation hereby grants AGTI a sublicense to
such Improvements that is of the same scope and duration and
includes all rights Corporation received under the license granted
to Corporation by the third party, provided that Corporation has
the right to sublicense its rights to AGTI. This Section 2.4 shall
survive the expiration or termination of this Agreement for any
reason.


2 3. Payment for Services; Timing of Payments.


3.1. Payments. In consideration of the Research and
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