Sample Business Contracts

Agreement for The Transfer of Scientific and Technical Knowledge and for The Commercial Exploitation of Research Results - Universite Paris V, DrugAbuse Sciences SAS and DrugAbuse Sciences Inc.

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                           AGREEMENT FOR THE TRANSFER OF


On behalf of the Pharmaceutical and Biological Sciences Department (LA
RENE DESCARTES, 12 Rue de l'Ecole de Medecine, 75270 Paris Cedex 06,
represented by its President, Mr. Pierre Daumard, duly authorized for the
purposes hereof,

                                hereinafter the "University",

DRUGABUSE SCIENCES SAS, a French simplified connection (SOCIETE ANONYME
SIMPLIFIEE), having its principal office at 166 Boulevard du Montparnasse,
75014 Paris, represented by Mrs. Maryvonne Hiance, acting in her capacity as
Chief Executive Officer, duly authorized for the purposes hereof.

                                hereinafter the "DAS S.A.S.",

DRUGABUSE SCIENCES INC., a US company located in Hillsborough, California,
USA, represented by Dr. Philippe Pouletty, acting as Chairman of the Board of
Directors, duly authorized for the purposes hereof,

                                hereinafter the "DAS Inc.",



The DAS Group, a SUBSIDIARY OF DAS INC., is developing new products for the
treatment and prevention of drug addiction and alcoholism.

DAS S.A.S. is developing some of its products at its laboratory in the
Pharmacy Department in Paris, with which DAS S.A.S., signed an agreement for
the occupancy of premises and for the provision of services on JULY 17, 1997.

DAS is developing the COC-AB product worldwide through various companies that
are members of the DAS Group.  An agreement was signed on September 6, 1999
with the University for the COC-AB product, concerning compensation and the
intellectual property rights relating to the provision of development and
other services provided by the University.

Patent applications have been filed for these antibodies in Europe and in the
United States of America, exclusively in the name of DAS Inc.


In Europe, DAS S.A.S. today (the date of signature of this Agreement), hired
a research team for the development of its products (5 individuals), signed
contracts with specialized consultants to monitor its research, and set up a
European scientific committee (6 French researchers).

The laboratory of Professor Galons (Organic Chemistry Laboratory II
(LABORATOIRE DE CHIMIE ORGANIQUE II) in the Pharmacy Department at Universite
Rene Descartes does most of its work in the following area of research:
cellular and molecular biology applied to diagnosis and treatment.  Its field
of research includes but it is not limited to fundamental research on
methamphetamine immunogens and dopamine receptor ligands, which are the
subject of this agreement for the commercial exploitation of research.

Pursuant to Act no. 99-587 on Innovation and Research of July 12, 1999, the
University wishes, by means of this contractual agreement, to develop
cooperation with DAS for the commercial exploitation of the research
performed by its laboratory and the work performed jointly with DAS.

Many regulations implementing the Act of July 12, 1999, have not yet been
issued at this time.  If it should turn out that one or more provisions of
those regulations is/are contrary to this Agreement, they shall be modified
accordingly by means of a supplementary agreement.

In addition, it is stipulated that the DAS Group also wishes the University
to provide it with services for the development of products for the treatment
and prevention of drug addiction and alcoholism other than the COC-AB
antibodies.  Research may also be performed and services provided by Organic
Chemistry Laboratory 2 (LABORATOIRE DE CHIMIE ORGANIQUE 2) headed by
Professor Herve Galons, in accordance with future, individual agreements for
the provision of services.  It must be recalled that [**********].



In this Agreement, the following terms shall have the meanings ascribed to
them below:

1.1     "Products" means [**********].

1.2     "DAS Group" means DAS S.A.S. and DAS Inc., along with their
        subsidiaries, i.e., those companies in which they owe more than 50% of
        the capital stock and/or voting rights, the business of which is to
        introduce the Products onto the market.

1.3     "Net Sales" means [**********] (including but not limited to
        sublicensees and distributors), [**********]:

        - [**********];
        - [**********];
        - [**********];



        - [**********].

1.4     "Results" means the results of the research work on the Products
        which are the subject hereof, regardless of whether these results are
        patentable inventions.


The purpose of this Agreement is to establish a cooperative relationship
between the DAS Group and the University, on behalf of the Organic Chemistry
2 (LABORATOIRE DE CHIMIE ORGANIQUE 2) headed by Professor Herve Galons, for
research on the Products developed both by the Group and Universite Rene
Descartes, and shall govern the rights and obligations of the parties arising


3.1     The Results shall be owned by the Party which obtained them.

3.2     Where Results were obtained through the joint and indivisible efforts
        of both Parties, they shall be owned by the both Parties, each in equal
        shares, i.e., 50% by each Party.

3.3     The DAS Group shall file all patent applications for the Results
        owned by it, at its discretion.

        The DAS Group shall, subject to the express consent of the
        University, file, in the United States and the countries of the
        European Union, applications for the Results owned by the University
        and those jointly owned by both Parties.

        Where the Results are owned by the University, the DAS Group shall
        act for and on behalf of the University, with its express consent;
        where the Results are owned jointly the DAS Group shall file patent
        applications for and on behalf of both Parties, and the University
        undertakes promptly to grant its consent.

        The University shall appoint the DAS Group as its agent to do
        whatever is necessary in connection with the aforementioned filings,
        and promptly to provide all documents to be signed and all papers
        instruments required in this regard.  The DAS Group shall [**********].

3.4     If one of the Parties, or both Parties, believe it appropriate to
        file a patent application for Results owned by the University or
        jointly owned by them in one or more countries other than those
        referred to in subsection 3.3 above, they shall agree on the terms of
        filing and on the costs to be paid by each, provided, however that
        under all circumstances, the DAS Group shall have the right to make
        any such filing on the terms set out in subsection 3.3 above,
        provided that it pays the costs thereof.

3.5     The University Organic Chemistry Laboratory 2, headed by Professor
        Herve Galons, is obligated to inform DAS of the Results in the field
        identified in article 1 above.



3.6     In all cases, the staff who are responsible for the invention shall
        be cited as the inventors in any resulting applications for
        industrial property protection.


4.1     The University shall grant the DAS Group a worldwide, exclusive
        license for the exploitation, manufacture and marketing of all of the
        Results, along with an option to grant sub-licenses for all of the
        Results, including all patents filed in its name or jointly owned by
        it.  This exclusive worldwide license shall remain in force
        throughout the entire time period in which the Results are protected
        by intellectual property rights.

4.2     In consideration for the exclusive worldwide license granted by the
        University under subsection 4.1, the DAS Group undertakes to pay
        [**********], commencing on the date on which the first national
        authorization for placing each Product on the market is issued, and
        for a period of five years from that date.  [**********].

4.3     The aggregate cumulative amount of the fees [**********] exclusive
        worldwide license, which shall continue in accordance with the terms
        of subsection 4.1.

4.4     This fee, [**********].

4.5     DAS S.A.S. undertakes to keep special, separate accounts in which it
        shall enter the number of products [**********].

4.6     The DAS Group undertakes to seriously exploit the Products through
        DAS S.A.S. in France and DAS Inc. and its other subsidiaries for the
        rest of the world.


This Agreement is entered into for a term [**********].

In all instances, all obligations assumed by the University with respect to
patent licenses during the term of validity of this Agreement toward DAS, as
well as the fee payment obligations toward Universite Rene Descartes, shall
be complied with throughout the term of said obligations, even if it is
longer than the term of this Agreement.

The Organic Chemistry Laboratory 2, headed by Professor Herve Galons of the
Universite Paris V, Rene Descartes, undertakes throughout the term of this
Agreement not to sign any research or development contracts with a third
party concerning the research, technology or products relating to [**********].


The parties to this Agreement undertake to keep all information covered by
the Agreement strictly confidential.  They shall ensure that the information
communicated to their employees or to various service providers or to those
providing research and development services will only be disclosed on a
strictly need-to-know basis.



Information belonging to either party shall be deemed non-confidential when:

- it is a matter of public knowledge before communicated to the other party,

- it is disclosed to the public other than by an act or omission on the part
  of the other Party, or

- it is communicated to the other party by a third party which is not subject
  to a confidentiality obligation.

The Parties undertake not to make any disclosure concerning the Results
before a patent application is filed without the prior, written consent of
the other Party.


This Agreement is governed by French law.

Any dispute that may arise in connection with or relate to this Agreement
shall be referred to the competent Paris courts.

Signed in Paris on March 3, 2000
In three original copies, comprising one for each party.

/s/ Pierre Daumar                                     /s/ Maryvonne Hiance
---------------------------------                     ------------------------
Universite Paris V Rene Descartes                     Drug Abuse Sciences SA

                          /s/  Philippe Pouletty
                          DrugAbuse Sciences Inc.