Exhibit 10.71
Amendment No. 5 to
SPONSORED RESEARCH AGREEMENT
AMENDMENT TO SPONSORED RESEARCH AGREEMENT, effective June 30, 2001, by and
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between The University of North Carolina at Chapel Hill, having an address at
308 Bynum Hall, Chapel Hill, North Carolina (the "University"), and Incara Cell
Technologies, Inc., (formerly Renaissance Cell Technologies, Inc.,) a
corporation existing under the laws of the State of Delaware, and having an
address P.O. Box 14287, Research Triangle Park, North Carolina 27709 (the
"Sponsor").
WITNESSETH:
WHEREAS, University and Sponsor entered into that certain Sponsored Research
Agreement dated July 1, 1997 (the "Research Agreement"), which states that
"[t]he Sponsor shall reimburse the University for all direct and indirect costs
incurred by the University in connection with the Research in an amount not to
exceed $450,000.00 per year for each of the first two (2) years hereunder...";
WHEREAS, through Amendment No. 2 to the Research Agreement, effective June 22,
1999, the parties agreed (i) to extend the Research Agreement, as previously
amended, an additional year for the period of July 1, 1999 through June 30,
2000, (ii) that funds designated in the first funding period for building upfit
may instead be applied by the University toward the direct and indirect costs
associated with the extended period agreed upon therein, and (iii) to modify the
scope of research as described on Amendment No. 2;
WHEREAS, through Amendment No. 3 to the Research Agreement, effective July 1,
2000, the parties agreed to a second extension of the Research Agreement, as
previously amended, for the period of July 1, 2000 through June 30, 2001;
WHEREAS, the Research Agreement, as previously amended, was amended to include
the work of Dr. Edward L. LeCluyse, as detailed on the Letter of Amendment
between Sponsor and University dated February 5, 2001;
WHEREAS, the fourth year (second extension) of the Research Agreement with
respect to research conducted under the direction of or in the laboratory of Dr.
Lola Reid (the "Reid Project") is scheduled to conclude on June 30, 2001, as
described in Amendment No.3; and
WHEREAS, Sponsor and University wish to renew Sponsor's support of the Reid
Project for the year July 1, 2001 to June 30, 2002 as detailed in this Amendment
No. 5.
NOW, THEREFORE, the aforementioned parties hereto agree to the following:
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1. The scope of work to be conducted as part of the Reid Project from July
1, 2001 to June 30, 2002 shall include (i) the research as set forth on
Exhibit A to the Research Agreement, (ii) the additional activities as
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set forth on Amendment No. 2, and (iii) the research described on
Exhibit A to this Amendment No. 5, attached hereto and incorporated by
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this reference (the "Scope of Research"), and shall be subject to and
governed by all the terms and conditions of the Research Agreement, as
amended September 1, 1998, June 22, 1999, July 1, 2000, and February 5,
2001.
2. The Sponsor shall continue to provide funding for the Reid Project in
an amount of no less than $450,000.00 for the period July 1, 2001
through June 30, 2002, including the application of indirect costs at
the rate of 45.5% effective July 1, 2001, as detailed on Exhibit B,
attached hereto and incorporated by this reference (the "Budget"). This
funding shall be in addition to and independent of funding for the
LeCluyse Project, as described in the Letter of Amendment
3. This Amendment No. 5, including the Scope of Research and Budget, shall
only modify the terms of the Research Agreement, as amended, with
respect to the Reid Project and shall not amend, modify, or have any
other effect on the LeCluyse Project, as defined in the Letter of
Amendment, or the terms thereof. Following execution of this Amendment
No. 5, the Research Agreement shall continue to govern the LeCluyse
Project as described in the Letter of Amendment.
4. All other provisions of the Research Agreement, as amended September 1,
1998, June 22, 1999, July 1, 2000, and February 5, 2001, shall continue
in full force and effect.
IN WITNESS WHEREOF, the aforementioned parties hereto have executed this
Agreement by their duly authorized officers or representatives.
THE UNIVERSITY OF NORTH SPONSOR
CAROLINA AT CHAPEL HILL
By: By:
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Robert P. Lowman, Ph. D. Clayton Duncan
Associate Vice Provost Chief Executive Officer
Date: Date:
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Consented to by Principal Investigator:
By:
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Lola M. Reid
Professor, Cell & Molecular Physiology
Date:
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