RESEARCH COLLABORATION
This Research Collaboration (the "Agreement") is effective on this 6th day
of April, 1996 (the "Effective Date"),
SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit
corporation located at 10666 North Torrey Pines Road, La Jolla, California
92037, (hereinafter "Scripps") and
INNOVIR LABORATORIES, INC., a Delaware corporation having its principal
place of business at 510 East 73rd Street, New York, New York 10021 (hereinafter
"Innovir"),
in consideration of the mutual covenants contained herein, AGREE AS
FOLLOWS:
ARTICLE 1
BACKGROUND AND DEFINITIONS
1.1 Scripps possesses proprietary materials, know-how, information and
expertise regarding the Research and wishes to perform collaborative
research with Innovir; and
1.2 Principal Investigator (as defined herein) has developed a unique
transgenic mouse model which expresses fully assembled HBV particles.
1.3 Innovir has proprietary oligonucleotide-based anti-HBV compounds called
external guide sequences ("EGSs") which have been shown to inhibit HBV
replication in hepatoma cells producing human HBV.
1.4 Innovir desires to undertake a research collaboration with Scripps.
1.5 Scripps has the exclusive right to grant a license in and to any
technology developed in performance of the Research program described
herein, subject to any rights of the U.S. Government, resulting from
the receipt by Scripps of U.S. Government funding, to use such
technology for its own purposes, and subject to any agreement with
third parties that prevent license of the technology for agricultural
uses.
1.6 The parties wish to collaborate in the of Research under terms and
conditions of this agreement.
ARTICLE 2
DESCRIPTION OF THE RESEARCH
2.1 The Research to be conducted hereunder is fully described in Schedule
and relates to the use of EGSs to inhibit HBV replication.
ARTICLE 3
SCRIPPS STAFF AND FACILITIES
3.1 The Research shall be carried out at Scripps under the direction of Dr.
Francis V. Chisari ("Principal Investigator"), and any additional
personnel assigned by the Principal Investigator and listed on Schedule
3 ("Researcher(s)") to the Research and will notify Innovir of the
selection. If the Principal Investigator is unable to continue the
Research, Innovir in its sole discretion shall (i) consult with Scripps
to select a mutually acceptable replacement or replacements from the
Scripps staff to direct and conduct the Research, and/or (ii) terminate
the Research.
3.2 Scripps hereby agrees to conduct the Research as expressly set forth on
Schedule 1 attached hereto.
ARTICLE 4
REPORTS AND TANGIBLE TECHNICAL INFORMATION
4.1 Principal Investigator shall keep Innovir informed of the progress of
the Research it conducts hereunder on a regular basis as mutually
agreed to by both parties. Principal Investigator shall provide Innovir
with bimonthly reports of progress and a complete written report at the
end of the Term.
4.2 Innovir shall have the right to use the reports submitted by Principal
Investigator as it sees fit, however, Innovir may not make any
reference to the Scripps Research Institute or any affiliate
institution without first obtaining written consent from Scripps, which
consent will not be unreasonably withheld; provided however, and upon
notification to Scripps, Innovir may make such reference if Innovir's
counsel deems it necessary or appropriate to comply with statute, court
order or government regulation, for filing with a regulatory agency or
for filing a patent application.
4.3 Scripps and Dr. Chisari shall to the best of their ability in a timely
fashion permit Innovir full access to all information, inventions,
improvements, designs and know-how which may be conceived, invented or
reduced to practice in performance of the Research conducted hereunder.
At the request of Innovir, Scripps and Dr. Chisari shall to the best of
their ability deliver to Innovir copies of all laboratory notebooks and
other technical and research data including
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documents or computer stored data and formulations of any compounds
associated with or prepared in performance of the Research; provided,
however, such obligation shall terminate on the first anniversary of
the termination or expiration of this Agreement and further provided,
that if Innovir requests such information after the first anniversary
and Scripps or Dr. Chisari still have such information they will
provide such information to Innovir.
ARTICLE 5
CONFIDENTIAL INFORMATION
5.1 All proprietary information and data supplied or generated under this
Agreement (including biological materials) by either party which is
marked "Confidential" shall be considered confidential (hereinafter
"Confidential Information") and, for a period of three (3) years from
the Effective Date, shall not be disclosed or given by the recipient to
any third party without the prior approval of the disclosing party. The
foregoing shall not apply when and to the extent the Confidential
Information disclosed:
(a) becomes generally available to the public through no
fault of the receiving party;
(b) was already known to the receiving party at the time of
disclosure as evidenced by written records in the
possession of the receiving party prior to such time or;
(c) is subsequently received by the receiving party in good
faith from a third party without breaching any
confidential obligation between the third party and the
disclosing party;
(d) is required to be disclosed by the receiving party to
comply with judicial, statutory or regulatory
requirements; provided that the receiving party provides
prior written notice of such disclosure to the
disclosing party and takes reasonable and lawful actions
to avoid or minimize the degree of such disclosure;
(e) is inherent in any product which is sold by Innovir; or
(f) is developed independently by employees of the receiving
party and the receiving party shall have the burden to
prove it was developed independently.
5.2 Except as expressly provided in this Agreement, no rights are provided
to Scripps, the Principal Investigator or Researchers under any patents,
patent applications, trade secrets or other proprietary rights of
Innovir. In particular, no rights are provided to use the materials or
modifications or any related patents of Innovir for profit making or
commercial purposes, such as sale of the materials or modifications used
in manufacturing, provision of a service to a third party in exchange
for consideration, or use in research or consulting for a for-profit or
non-profit entity under which the entity obtains rights to research
results; provided, however, Scripps is entitled to use the materials for
the
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Research hereunder even though the U.S. government may be entitled to
certain rights to the results of the Research.
ARTICLE 6
PUBLICATION
6.1 To protect Innovir's proprietary and patent rights in the Confidential
Information, Scripps agrees to provide Innovir with an advance copy of
any proposed publication that makes reference to the Confidential
Information. Innovir agrees to review proposed publications and to
inform Scripps of any comments within forty-five (45) days. Innovir
shall have the right to remove any of Innovir's Confidential Information
from any publication. If the publication contains patentable material,
Scripps agrees to delay publication after the review period for up to
forty-five (45) days to allow patent protection to be obtained. If a
publication does result from Research, authorship shall be jointly
decided by Innovir and Scripps based on accepted scientific practice.
6.2 Innovir shall have the right to use the data generated in the Research
in filing patent applications, in filing for regulatory approvals and
for other internal research purposes.
ARTICLE 7
INVENTIONS
7.1 Intellectual Property shall mean any discoveries, inventions,
improvements and/or commercially useful products or processes, whether
patentable or not, developed or made in performance of this Agreement.
Scripps will promptly notify Innovir of any Intellectual Property
conceived and/or made during the term of this Agreement in performance
of the Research. Inventorship on any invention shall be determined in
accordance with United States patent law.
7.2 Results of the Research shall be owned as follows:
(a) If all inventors are employees of Innovir, by Innovir, and such
Intellectual Property will not be subject to this Agreement.
(b) If all inventors are employees of Scripps, by Scripps.
(c) If Intellectual Property is invented jointly by at least one
person employed by Innovir and at least one person employed by
Scripps, jointly by both Innovir and Scripps and each party
shall have an undivided interest to make, have made, use and
sell such Intellectual Property subject only to Innovir's option
under Section 7.4.
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7.3 If Intellectual Property is solely owned by Scripps, Section 7.2(b),
Scripps shall as soon as reasonably possible, either upon conception or
reduction to practice, as the case may be, for each and every
application of such Intellectual Property, disclose the same in writing
to Innovir. Such disclosure shall contain sufficient detail to enable
Innovir to evaluate the advisability of exercising the option granted
hereunder with respect to such application. All such disclosures shall
be maintained in confidence by Innovir. If Scripps shall file a patent
application before the expiration of the Option Period, Scripps shall
bear all costs incurred in connection with such preparation, filing,
prosecution and maintenance of U.S. and foreign application(s) directed
to said Intellectual Property. During the Option Period and prior to
filing such application, Scripps shall take reasonable efforts to
consult with Innovir and shall attempt to assure that such
application(s), will cover, to the best of Scripps' and Innovir's
combined knowledge, all items of commercial interest and importance;
provided, however, Scripps shall, in its sole discretion, be
responsible for making all decisions regarding scope and content of
application(s) to be filed and prosecution thereof, Innovir shall be
given an opportunity to review and provide input thereto. During the
Option Period, Scripps shall keep Innovir advised as to all
developments with respect to such application(s) and shall promptly
supply to Innovir copies of all papers received and filed in connection
with the prosecution thereof in sufficient time for Innovir to comment
thereon.
7.4 If Intellectual Property is jointly owned by Scripps and Innovir,
Section each party, as soon as reasonably feasible, either upon
conception or reduction to practice, as the case may be, of each and
every such application, shall disclose the same in writing to the other
party. Such disclosure shall contain sufficient detail to enable each
party to evaluate whether such technology is, in fact, jointly
developed technology. Scripps shall deliver to Innovir a written notice
describing the jointly developed technology and Scripps' intent to
exclusively license its rights to the same to Innovir. If during the
Option Period, Innovir directs that a patent application or other
intellectual property protection be filed, Innovir shall promptly take
action to have prepared, filed, and prosecuted such U.S. and foreign
application. Innovir shall pay all costs incurred in connection with
such preparation, filing, prosecution and maintenance of U.S. and
foreign application(s) directed to said Intellectual Property. Innovir
shall cooperate with Scripps to assure that such application(s) will
cover, to the best of their combined knowledge, all items of commercial
interest and importance. While Innovir shall be responsible for making
decisions regarding scope and content of application(s) to be filed and
prosecution thereof, Scripps shall be given an opportunity to review
and provide input thereto. Innovir shall keep Scripps advised as to all
developments with respect to such application(s) and shall promptly
supply to Scripps copies of all papers received and filed in connection
with the prosecution thereof in sufficient time for Scripps to comment
thereon. Further, Innovir shall promptly notify Scripps in writing of
any matter which has been patented under this Section 7.4.
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7.5 If Innovir elects to discontinue the financial support of the
prosecution or maintenance of the protection of Intellectual Property
under Section 7.4, Scripps shall be free to file or continue
prosecution or maintain any such application(s), and to maintain any
protection issuing thereon in the U.S., and in any foreign country at
its sole expense. Any discontinuance of financial support shall not
affect Innovir's rights to Intellectual Property under Section 7.4.
7.6 If Innovir wants an exclusive license to make, have made use or sell
products, methods or services under any Intellectual Property conceived
or made, at least in part, by Scripps in performance and the Research
during the term of this Agreement, it shall have an option to obtain an
exclusive, worldwide license to such Intellectual Property or any
interest therein under the specific terms hereof, on an
application-by-application basis, where each application is with
respect to a specific field. It is the further intention of the parties
hereto that Innovir shall elect to exercise its option from time to
time and at multiple times during the term hereof, as and when Scripps
makes the disclosure of each application of Intellectual Property. This
option shall expire four (4) months from the date of receipt by Innovir
of each disclosure described in Section 7.3 and 7.4 (the "Option
Period").
7.7 Innovir shall exercise its option to obtain a license hereunder by
delivering to Scripps a written notice within the Option Period which
specifies the particular application of Intellectual Property for which
the option is being exercised. Innovir and Scripps shall have a period
of sixty (60) days from the date of exercise of the option by Innovir
within which to agree upon the license terms. Scripps and Innovir shall
negotiate in good faith to reach the terms of the exclusive, worldwide
license; provided, however, if Scripps and Innovir do not reach
agreement, Scripps, for two (2) years, will provide Innovir a right of
first refusal to any license of such Intellectual Property offered to a
third party where such license is on terms less favorable in material
respects than the terms offered Innovir under this Section 7.7. Innovir
shall have thirty (30) days from receipt of any such license to
exercise its rights of first refusal. Such license shall include a
reasonable royalty based on the respective party's contributions and
relevant university and industry standards and, shall include such
other terms as are typical in licenses of similar technology from
nonprofit organizations to for-profit organizations.
7.8 Scripps reserves the right to use any Intellectual Property owned
solely or jointly by Scripps that may be subject to an option pursuant
to this Agreement or covered by a license granted hereunder solely for
Scripps' own educational and non-commercial research purposes and the
educational and non-commercial research purposes of any other nonprofit
organization, without Scripps or such other nonprofit organization
being obligated to pay Innovir any royalties or other compensation
related thereto.
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7.9 Innovir and Scripps acknowledge that Scripps has received and expects
to continue to receive funding from the United States Government in
support of Scripps' research activities. Innovir acknowledges and
agrees that its rights and obligations pursuant to this Agreement with
respect to Intellectual Property owned solely or jointly by Scripps,
shall be subject to Scripps' obligations and the rights of the United
States Government, if any, which arise or result from Scripps' receipt
of research support from the United States Government.
ARTICLE 8
WARRANTIES AND REPRESENTATION
8.1 Scripps hereby warrants and represents that it has the full right and
power to enter into this Agreement.
8.2 NEITHER PARTY MAKES ANY WARRANTIES CONCERNING THE RESEARCH PROGRAM OR
ANY INTELLECTUAL PROPERTY WHICH MAY BE SUBJECT TO THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, NEITHER PARTY REPRESENTS OR WARRANTS
THAT IT WILL SUCCESSFULLY COMPLETE THE RESEARCH PROGRAM OR THAT, IF
COMPLETED, THE RESEARCH PROGRAM WILL RESULT IN INTELLECTUAL PROPERTY
WHICH WILL BE SUBJECT TO AN OPTION HEREUNDER OR WHICH INNOVIR WILL
DESIRE TO LICENSE. NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTY,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AS TO ANY INTELLECTUAL PROPERTY. NEITHER
PARTY MAKES ANY WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE
OF ANY PATENT RIGHTS OR THAT ANY INTELLECTUAL PROPERTY WILL BE FREE
FROM ANY INFRINGEMENT OF PATENTS OF THIRD PARTIES, OR THAT NO THIRD
PARTIES ARE IN ANY WAY INFRINGING ANY PATENT RIGHTS.
8.3 Scripps represents that neither Scripps and to its best knowledge nor
Dr. Chisari or the Researcher(s) have obligations or commitments which
are inconsistent with the research to be conducted hereunder. Further,
during the term of this Agreement, Scripps agrees not to approve any
agreement involving Dr. Chisari and Dr. Chisari agrees not to enter
into any relationships which involve research on ribozyme therapeutic
related to the research conducted under this Agreement.
8.4 Innovir hereby warrants and represents that it has the full right and
power to enter into this agreement.
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ARTICLE 9
COMPENSATION
9.1 In support of the Research to be conducted at Scripps, Innovir shall pay
Scripps according to the amounts specified and under the terms shown in
Schedule 2
9.2 Within the thirty (30) days after the end of each year during the Term,
Scripps shall provide an expenditure report, a financial accounting
detailing actual expenditures for that year to Innovir.
9.3 Scripps shall maintain written records with respect to its operations
pursuant to this Agreement in sufficient detail to enable Innovir to
obtain an accounting of how the compensation has been spent by Scripps
in performance of the research. In this regard, Scripps agrees that upon
ten (10) days notice Innovir may, at its expense, send an auditor to
examine during normal business hours the books of Scripps solely for the
purpose of performing the accounting. Innovir's right to audit the
records of Scripps shall continue for two (2) years after termination of
the Agreement.
ARTICLE 10
TERM AND TERMINATION
10.1 This Agreement shall commence the on Effective Date and shall continue
for a two (2) year period (the Term); provided, however, any license
granted to Innovir pursuant to Article hereof and the terms of this
Agreement applicable to such license shall continue through the life of
such license.
10.2 In the event that Innovir determines that it has an interest in the
continued funding of the Research beyond the end of the Term, and upon
mutual agreement of the parties Innovir shall have the option to fund
the Research for an additional time period of agreed-upon length,
whereupon the Term shall be renewed and extended for such additional
time period. It is agreed that said option shall be exercised in writing
by Innovir at least sixty (60) days prior to expiration of the Term then
in affect, and it is further agreed that if the option to fund the
Research is exercised by Innovir, the conditions governing the rights of
the parties for the results of the Research and any additional Terms
shall be identical to those detailed in this Agreement, the level of
funding for any additional years will be negotiated to reflect the
research to be conducted under the Research by the parties to this
Agreement during any renewal and extended Term.
10.3 Innovir may terminate this Agreement by giving at least sixty (60) days
prior notice in writing to Scripps. If Innovir terminates under this
Section 10.3, Scripps shall be reimbursed for expenses incurred with
Innovir's consent up to and including the day of termination and any
reasonable expense incurred in
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terminating the Research, and any unexpended funds shall be returned to
Innovir.
10.4 Scripps may terminate this Agreement by giving at least sixty (60) days
prior notice to Innovir. If Scripps terminates under this Section 10.4,
Innovir shall not be required to make any additional payments and
Scripps shall return all money not expended before notice of termination
is given; provided, however, termination under this Section 10.4 shall
not terminate Innovir rights under Article 7.
10.5 If Scripps, the Principal Investigator, or the Researcher(s) is in
breach of this Agreement and (where the breach is remediable) fails to
remedy the breach within twenty (20) days of being requested to do so by
Innovir, Innovir shall be entitled to terminate this Agreement at any
time by notice in writing to Scripps. Termination shall be without
prejudice to Innovir's other rights in respect of the breach of the
Agreement.
10.6 If Innovir is in breach of this Agreement and (where the breach is
remediable) fails to remedy the breach within twenty (20) days of being
requested to do so by Scripps, Scripps shall be entitled to terminate
this Agreement at any time by notice in writing to Innovir. Termination
shall be without prejudice to Scripps' other rights in respect of the
breach of the Agreement.
10.7 Articles 4, 5, 6, 7, 11 and 12 shall survive the termination of this
Agreement.
ARTICLE 11
RETURN OF DOCUMENTS AND MATERIALS
11.1 Upon termination of this Agreement, or at any time during the course of
this Agreement, either party may request the return of all papers,
records and other documents including any materials such as reagents,
that it supplied to the other party, which are then in the possession of
the other party, except:
(a) each party may retain one copy for archival purposes;
(b) Scripps shall not require Innovir to return any documents or
materials which Innovir requires to make an evaluation of its
interest in exercising its license option pursuant to Section
hereof, until after the conclusion of said license option
period;
(c) Scripps shall not require Innovir to return the written reports
and tangible technical information made by Scripps pursuant to
Article 4; and
(d) Innovir may retain materials required for government approval.
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ARTICLE 12
GENERAL PROVISIONS
12.1 Both parties shall, at all times during the performance of this
Agreement, remain as independent contractors and the Agreement shall
not make the parties partners, joint venturers, or agents of one
another. No party to this Agreement shall have the power to bind or
obligate the other party.
12.2 None of the materials supplied under this Agreement by either party to
the other, shall be used in human subjects without obtaining
appropriate government approvals.
12.3 Neither party assumes responsibility or liability for the nature,
conduct, or results of any research, testing or other work performed by
the other party.
12.4 This Agreement may not be assigned by either party without the prior
written consent of the other party; provided, however, Innovir may
assign its interest to a successor of all or substantially all of its
business associated with this Agreement.
12.5 Any notice, report or communication to be given under this Agreement
may be delivered personally, sent by registered or certified mail,
return receipt requested, or transmitted by facsimile copy or
electronic mail to the parties at the addresses given below or such
other addresses may be notified from time to time. Any notice, report
or communication so sent shall not be deemed to have been given until
it has been received by the party to whom it has been addressed.
The Scripps Research Institute
Office of Technology Transfer
10666 North Torrey Pines Road; TPC-9
La Jolla, California 92037
Attention: Vice President
Telephone 619-554-8496
Facsimile 619-554-9910
Innovir Laboratories, Inc.
510 East 73rd Street
New York, NY 10021
Attention: Allan R. Goldberg, Ph.D.
Telephone 212-249-4703
Facsimile 212-249-4513
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12.6 The terms and conditions herein contained constitute the entire
agreement between the parties and supersede all previous
communications, whether oral or written, between the parties hereto
with respect to the subject matters hereof, and no previous agreement
or understanding varying or extending the same shall be binding upon
either party hereto.
12.7 No amendment or modification of this Agreement shall be effective
unless it is in writing and signed by duly authorized representatives
of all parties.
12.8 The parties covenant and agree that, if either party fails or neglects
for any reason to take advantage of any of the terms provided for the
termination of this Agreement, or if either party, having the right to
declare this Agreement terminated shall fail to do so, any such failure
or neglect by either party shall not be a waiver or be deemed or be
construed to be a waiver of any cause for the termination of this
Agreement subsequently arising or as a waiver of any of the terms,
covenants or conditions of this Agreement, or the performance thereof.
None of the terms, covenants or conditions of this Agreement may be
waived by either party except by its written consent.
12.9 All parties hereby especially agree and contract that neither party
intends to violate any public policy, statutory or common law, rule or
regulation, treaty or decision of any government agency or executive
body thereof of any country or community or association of countries;
if any word, sentence, paragraph or clause or combination thereof of
this Agreement is found, by a court or executive body with judicial
powers having jurisdiction over this Agreement or any of its parties
hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such
words, sentences, paragraphs or clauses or combination shall be
inoperative in such country or community or association of countries
and the remainder of this Agreement shall remain binding upon the
parties hereto.
12.10 Neither party shall be liable for delays caused by bona fide labor
disputes, war, civil or military disturbances, acts or lack of action
of governments or governmental authorities, accidents, fires,
explosions, epidemics, forces of nature, acts of God or other causes
reasonably beyond its control, but each party shall use all reasonable
efforts to avoid such delays and to minimize the extent of any delays
that do occur.
12.11 This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and
permitted assigns.
12.12 This Agreement shall be deemed to have been made under, and shall be
construed and interpreted in accordance with the laws of the State of
New York, U.S.A.
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12.13 Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by binding
arbitration in accordance with the commercial arbitration Rules of the
American Arbitration Association ("AAA"), and the procedures set forth
below. In the event of any inconsistency between the Rules of AAA and
the procedures set forth below, the procedures set forth below shall
control. Judgment upon the award rendered by the arbitrators may be
enforced in any court having jurisdiction thereof.
(a) Location. Unless the parties agree otherwise, if Scripps invokes
the arbitration, the arbitration shall be held in New York, New
York and if Innovir invokes the arbitration, the arbitration
shall be held in the county of San Diego, California.
(b) Section of Arbitrations. The arbitration shall be conducted by a
panel of three neutral arbitrators who are independent and
disinterested with respect to the parties, this Agreement, and
the outcome of the arbitration. Each party shall appoint one
neutral arbitrator, and these two arbitrators so selected by the
parties shall then select the third arbitrator. If one party has
given written notice to the other party as to the identity of
the arbitrator appointed by the party, and the party hereafter
makes a written demand on the other party to appoint its
designated arbitrator within the next ten days, and the other
party fails to appoint its designated arbitrator within ten days
after receiving said written demand, then the arbitrator who has
already been designated shall appoint the other two arbitrators.
(c) Discovery. Unless the parties mutually agree in writing to some
additional and specific pre-hearing discovery, the only
pre-hearing discovery shall be (a) reasonably limited production
to relevant and non-privileged documents, and (b) the
identification of witnesses to be called at the hearing, which
identification shall give the witness's name, general
qualifications and position, and a brief statement as to the
general scope of the testimony to be given by the witness. The
arbitrators shall decide any disputes and shall control the
process concerning these pre-hearing discovery matters. Pursuant
to the rules of AAA, the parties may subpoena witnesses and
documents for presentation at the hearing.
(d) Case Management. Prompt resolution of any dispute is important
to both parties; and the parties agree that the arbitration of
any dispute shall be conducted expeditiously. The arbitrators
are instructed and directed to assume case management initiative
and control over the arbitration process (including scheduling
of events, pre-hearing discovery and activities, and the conduct
of the
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hearing), in order to complete the arbitration as expeditiously
as is reasonably practical for obtaining a just resolution of
the dispute.
(e) Remedies. The arbitrators may grant any legal or equitable
remedy or relief that the arbitrators deem just and equitable,
to the same extent that remedies or relief could be granted by a
state or federal court, provided however, that no punitive
damages may be awarded. No court action may be maintained
seeking punitive damages. The decision of any two of the three
arbitrators appointed shall be binding upon the parties.
(f) Expenses. The expenses of the arbitration, including the
arbitrators' fees, expert witness fees, and attorney's fees, may
be awarded to the prevailing party, in the discretion of the
arbitrators, or may be apportioned between the parties in the
manner deemed appropriate by the arbitrators. Unless and until
the arbitrators decide that one party is to pay for all (or a
share) of such expenses, both parties shall share equally in the
payment of the arbitrators' fees as and when billed by the
arbitrators.
(g) Confidentiality. Except as set forth below, the parties shall
keep confidential the fact of the arbitration, the dispute being
arbitrated, and the decision of the arbitrators. Notwithstanding
the foregoing, the parties may disclose information about the
arbitration to persons who have a need to know, such as
directors, trustees, management employees, witnesses, experts,
investors, attorneys, lenders, insurers, and others who may be
directly affected. Additionally, if a party has stock which is
publicly traded, the party may make such disclosures as are
required by applicable securities laws. Further, if a party is
expressly asked by a third party about the dispute or the
arbitration, the party may disclose and acknowledge in general
and limited terms that there is a dispute with the other party
which is being (or has been) arbitrated. Once the arbitration
award has become final, if the arbitration award is not promptly
satisfied, then these confidentiality provisions shall no longer
be applicable.
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IN WITNESS WHEREOF, Scripps and Innovir have caused this Agreement to
be executed in duplicate by their respective duly authorized officers.
INNOVIR LABORATORIES, INC. SCRIPPS RESEARCH INSTITUTE
By: /s/ ALLAN R. GOLDBERG By: /s/ ARNOLD LaGUARDIA
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Allan R. Goldberg, Ph.D Arnold LaGuardia
Chairman and President Senior Vice President
Date: 6/3/96 Date: 5/31/96
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I HAVE READ AND AGREED TO THE OBLIGATIONS AND RESPONSIBILITIES OF THE
PRINCIPAL INVESTIGATOR.
FRANCIS V. CHISARI Date: 5-31-96
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Francis V. Chisari, Ph.D.
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