Collaboration Agreement - The Icelandic Heart Association, Hjartavernd and Islensk Erfdagreining ehf.
COLLABORATION AGREEMENT
BETWEEN
THE ICELANDIC HEART ASSOCIATION, HJARTAVERND
AND ISLENSK ERFDAGREINING EHF.
The Icelandic Heart Association, Hjartavernd, (hereinafter "HV") and Islensk
erfdagreining ehf. (hereinafter "IE") hereby enter into the following
Agreement
on collaboration and financing of research into the heredity of certain
disorders.
I. DECLARATION OF INTENT
HV and IE agree to collaborate on the basis of this Agreement on searching for
genetic factors contributing to the genesis of certain disorders on which HV has
information in its database. Decisions shall be made separately on each
collaboration project, hereinafter referred to as "Research Projects" and a
written protocol and written operating plan will be drawn up for each Research
Project based on this Agreement, cf. Chapters II, IV and V.
The parties to this Agreement undertake to treat all personal information as
confidential, and the parties undertake to observe the guidelines of the Data
Protection Commission (or a specially appointed representative of the Data
Protection Commission) regarding the handling and processing of such information
as well as the conditions of the Science Ethics Committee of the Ministry of
Health.
II. CONTRIBUTION OF THE PARTIES
HV will supply each Research Project with clinical data and research conclusions
based on the files of participants in previous studies of HV and other clinical
information relating to individual projects.
Specialised staff of HV will be in charge of relations with the individuals
intended for participation in each Research Project, including the performance
of blood sampling. Furthermore, HV will contribute the specialised knowledge of
its heart specialists and genetics experts in the experimental design of each
Research Project, the conduct of experiments and interpretation of their
results.
IE will contribute its expertise in molecular genetics and statistical genetics
in all the areas required to achieve the established objectives of each Research
Project.
IE will also contribute its own equipment and research supplies (reagents) for
use in specially defined projects.
Furthermore, IE will pay to HV all additional costs resulting from the work of
HV on each Research Project (finance the additional material and wage cost
resulting from calling in participants for each individual Research Project and
the necessary sampling).
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III. RIGHTS OF THE PARTIES
IE will own all financial and commercial rights to individual Research Projects
and their conclusions and IE shall have the right to sell them before or after
each Research Project is concluded.
If IE or its parent company, deCODE genetics Inc., succeeds in contracting for
the sale of individual Research Projects or their conclusions or sells the
results of a Research Project to a third party, HV will receive as its share
[CONFIDENTIAL TREATMENT REQUESTED] of all payments to IE or to deCODE genetics
Inc., as applicable, during the term of the contract less the payment of the
research costs and the investment in IE or deCODE genetics Inc.
If IE or deCODE genetics INC. concludes a contract with a third party pursuant
to Paragraph 2 above, IE will pay to HV [CONFIDENTIAL TREATMENT REQUESTED] on
signature of such contract, and thereafter an annual amount of [CONFIDENTIAL
TREATMENT REQUESTED] during the course of the Research Project in question, the
total amount never to exceed [CONFIDENTIAL TREATMENT REQUESTED]. In the event
that the Research Project is concluded in a shorter time than five years by
achieving the objective of the Research Project, HV will receive on such
conclusion the amount which remains unpaid of the [CONFIDENTIAL TREATMENT
REQUESTED] for the Research Project in question. This amount will be paid to HV
for use in its own research other than the research covered by this Agreement,
but not for administrative costs. This payment is in addition to and independent
of the [CONFIDENTIAL TREATMENT REQUESTED] payment pursuant to Paragraph 2 of
this Chapter III.
In the event that it proves necessary to enter into collaboration with other
parties in respect of individual Research Projects, a further agreement shall be
reached on the division of payments between HV and such third party so that the
total payment by IE pursuant to the above remain unchanged.
On signature of this Agreement, IE will pay to HV in confirmation of their
mutual intent to collaborate, [CONFIDENTIAL TREATMENT REQUESTED] which HV shall
own and dispose of without specific commitment on the part of HV. [CONFIDENTIAL
TREATMENT REQUESTED]
IV. MANAGEMENT
Decisions regarding each Research Project will be taken by HV and IE jointly,
and a Steering Committee will be formed composed of an equal number of
representatives from each party to this Agreement in order to formulate rules on
the arrangement, control and implementation of each Research Project. The
Co-ordinator of each Research Project shall be selected from among the members
of the Steering Committee.
The Steering Committee is also responsible for defining the objectives of each
Research Project and establishing the professional requirements which the
parties to this Agreement approve as appropriate to the conduct of research.
The Steering Committee is responsible for the processing of data and publication
of results pursuant to the rules of Chapter V hereof.
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V. PROCESSING AND DISSEMINATION OF INFORMATION
The results of Research Projects will be published as soon as they fulfil
academic requirements and are fit for publication. In the event that a third
party submits to IE a request for postponement of the publication of results
when they are ready for publication pursuant to the above, the publication may
be delayed for a maximum of 90 days. Efforts shall be made at all times to
safeguard the commercial value of the results by means other than 90 days'
postponement.
The Steering Committee for each Research Project shall decide beforehand on the
Co-ordinator of the Project. As a rule, the Co-ordinator shall be the last
author of scientific articles, but the order of authors shall in other respects
conform to applicable rules in the international scientific community.
VI. LIMITATIONS ON COLLABORATION WITH OTHER PARTIES
HV covenants not to work with others on individual research projects on heredity
on which a decision has been made to collaborate with IE during the course of
such Research Project. In the event that IE or its parent company, deCODE
genetics INC. have contracted for the sale of the Research Project in question
and the Project leads to a discovery, HV covenants not to enter into
collaboration with other parties on the part of the Research Project which led
to the discovery for five years following the conclusion of the Research Project
or the part of the Project which led to a discovery. However, if the Research
Project does not lead to a discovery, HV is entitled to collaborate with other
parties following the conclusion of the Research Project. However, HV shall
retain its right to take up collaboration with other parties on genetic research
into the risk factors of coronary diseases and arteriosclerosis, but only
provided that individual Research Projects which IE and HV have decided to
collaborate on do not deal with the same subject.
IE covenants that during the course of a Research Project, IE will not take up
collaboration with other parties in the area of the Research Project in question
unless the Steering Committee regards such collaboration as necessary in order
to achieve the objectives of a Research Project. In the event that it should
prove necessary to add new partners to individual Research Projects, the
Steering Committee shall decide on the choice. In the event of a dispute within
the Steering Committee, HV will decide on the choice of additional partners.
However, the provisions of this Paragraph shall not preclude collaboration by IE
in the area of individual Research Projects with the parties who have negotiated
the purchase of the Research Project in question or its conclusions or results,
provided that such collaboration does not prejudice the rights of HV pursuant to
Paragraph 2 of Chapter III.
Subject to the provisions of Paragraph 1 of Chapter III, the parties to this
Agreement agree that this Agreement is not transferable, in part or in its
entirety, to other legal entities or individuals without the consent of both
parties to this Agreement.
VII. TERM AND CONCLUSION OF PROJECT
Collaboration on any individual Research Project shall normally continue for a
term of no longer than five years, or until individual research projects are
concluded. At the conclusion of a Project, all clinical data (DNA and all
information) shall, under all circumstances, be returned to HV. In the event
that one or both parties see reason to
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continue their collaboration following the agreed term, such continuation shall
be considered independently.
VII. SETTLEMENT OF DISPUTES
In the event of a dispute between the parties regarding the implementation of
this Agreement or performance which cannot be resolved within the Steering
Committee, two parties, one from each party to this Agreement, shall attempt to
reach a consensus on settlement of the dispute. In the event that no settlement
can be reached by these two parties within two weeks from the time that the
dispute was submitted to them, each party to this Agreement shall appoint one
arbitrator and the parties to this Agreement jointly request the appointment of
a neutral third arbitrator by the District Court of Reykjavik to participate in
the resolution of the dispute, and the three parties shall constitute an
arbitration tribunal. The tribunal shall conclude their resolution of the
dispute within one month from the time that the tribunal is fully constituted.
The cost of the work of the arbitration tribunal shall be subject to the
decision of the tribunal at each time. The work of the tribunal, procedure and
conclusions before the tribunal shall in other respects be governed, as
applicable, by Act No. 53/1989 on Contractual Arbitration.
Notwithstanding the above provisions on arbitration, issues involving the
collection of payments under this Agreement which are not in dispute between the
parties to this Agreement may be submitted to the courts, as well as any
disputes regarding financial claims which either party may make against the
other party on the basis of the decision of the arbitration tribunal regarding
the default or breach by the other party to this Agreement, provided that the
claim has not previously been submitted to the arbitration tribunal. Such issues
shall be submitted to the District Court of Reykjavik.
This Agreement is done in two identical copies, one to be held by each party to
this Agreement.
Reykjavik 13 February 1998
For Hjartavernd: For Islensk erfdagreining ehf.
Magnus Karl Petursson [sign.] Kari Stefansson [sign.]
Guomundur Porgeirsson [sign.]
Vilmundur Guonason [sign.]
Nikulas Sigfusson [sign.]
Aslaug Ottesen [sign.]
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