Collaboration Agreement - The Research Group on Arterial Hypertension and Islensk Erfdagreining ehf.
COLLABORATION AGREEMENT
BETWEEN
THE RESEARCH GROUP ON ARTERIAL HYPERTENSION
AND ISLENSK ERFDAGREINING EHF.
The Research Group on arterial hypertension (hereinafter "RA,") and Islensk
erfdagreining ehf. (hereinafter "IE") hereby enter into the following
Agreement
on research into the heredity of arterial hypertension.
I. SUBJECT OF THE COLLABORATION
RA and IE agree to work together on searching for genetic factors contributing
to arterial hypertension. The proposed collaboration of the parties is
hereinafter referred to as the "Research Project".
II. CONTRIBUTION OF THE PARTIES
RA will supply the Research Project with biological samples (blood samples),
other clinical information and research data which RA possesses or has access to
regarding patients afflicted with arterial hypertension and their relatives
which are not afflicted with arterial hypertension.
RA will be in charge of relations with the individuals intended for
participation in the research, or their legal guardians, including calling them
in for blood samples and obtaining the informed consent of the participants.
Furthermore, RA will contribute its specialised knowledge and expertise
regarding diagnosis of disorders, experimental design, conduct of experiments
and interpretation of their results.
IE will contribute its expertise in experimental design, conduct of experiments,
assessment of the heredity of the disorder and interpretation of the results of
research.
IE will also contribute equipment, research supplies, reagents and staff to
conduct experiments. IE will pay all reasonable costs of the Research Project,
including the material and wage costs of calling in participants for examination
and sampling. RA will submit a financial plan following the signature of this
Agreement when there is sufficient information to assess the scope of the
Project.
III. RIGHTS OF THE PARTIES
IE will own all financial and commercial rights to the Research Project and its
conclusions. IE will have the right to sell to a third party the conclusions of
the Research Project or its results and to utilise the Research Project
financially in any other manner consistent with recognised ethical standards,
before or after the Research Project is concluded.
IE and its parent company, deCODE genetics Inc., has contracted with a third
party on the sale of the Research Project, its possible conclusions and results.
The amount of the payment of such third party to IE and deCODE genetics Inc.
will depend on the success of the Research Project. RA will receive as its share
[CONFIDENTIAL TREATMENT REQUESTED] of all payments by the third party to IE or
to deCODE genetics Inc., as applicable, during the term of
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such contract with the third party less the deduction of the financing by the
third party of the research costs and investment in IE or deCODE genetics Inc.
IE will pay to RA [CONFIDENTIAL TREATMENT REQUESTED] on signature of this
Agreement, and thereafter an annual amount of [CONFIDENTIAL TREATMENT REQUESTED]
during the course of the Research Project, 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, RA will be paid on such conclusion the amount which remains
unpaid of the [CONFIDENTIAL TREATMENT REQUESTED] pursuant to this Paragraph.
Payments pursuant to this Paragraph shall be used by RA to finance its own
research and purchase equipment for research. All payments will, following
deduction of the cost of the research, will go to the Equipment and Scientific
Research Fund of the Department of Internal Medicine of the National Hospital.
Payments pursuant to this Paragraph are in addition to and independent of the
[CONFIDENTIAL TREATMENT REQUESTED] payment pursuant to Paragraph 2 of this
Chapter III. IE is granted full authorisation by all the individuals engaged in
RA to deliver to the party accepting the initial payment of IE to RA on behalf
of RA any payments which may be subsequently payable by IE pursuant to the terms
of this Agreement. RA will employ a chartered accountant with full authority to
monitor payments, finances and reception of payments in respect of the Research
Project on behalf of RA, provided that IE receives verifiable notification
thereof with reasonable notice.
The right of RA to payments pursuant to Paragraphs 2 and 3 of this Chapter III
is based on the understanding that IE will not need to pay other parties for the
data and information which RA has undertaken to supply pursuant to Paragraph 1
of Chapter II, and that it will not be necessary for IE to enter into further
collaboration with other parties in Iceland regarding the study of arterial
hypertension in order to achieve the objectives of the Research Project. In the
event that it proves necessary for IE to negotiate payments to a third party in
order to ensure access to the data and information referred to in Paragraph 1 of
Chapter II, or if it proves necessary for IE to take up collaboration with other
parties in Iceland to achieve the objectives of the research, then the
provisions of Paragraphs 2 and 3 of this Chapter III shall be reviewed so that
the total payments of IE to RA and the third party remain the same as the
payments specified in Paragraphs 2 and 3. RA is not financially liable to IE for
the achievement of the scientific or commercial objectives of the research. In
the event that a third party effects the discontinuation of the research, RA
shall not be liable to IE in respect of such discontinuation, provided that all
payments to RA which have not been disposed of for the payment of research costs
are returned to IE.
IV. MANAGEMENT
Decisions regarding the Research Project will be taken by RA and IE jointly, and
a Steering Committee will be formed composed of two representatives from each
party to this Agreement in order to formulate rules on the arrangement, control
and implementation of the Research Project. The Co-ordinator of the Research
Project shall be selected from among the members of the Steering Committee
nominated by RA.
The Steering Committee is also responsible for defining the objectives of the
Research Project and establishing the professional requirements which the
parties to this Agreement approve as adequate to the conduct of the research.
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The Steering Committee is responsible for the processing of data and publication
of results pursuant to the rules of Chapter V hereof.
V. HANDLING, PROCESSING AND DISSEMINATION OF INFORMATION
The parties to this Agreement undertake to treat all personal information as
confidential. The parties to this Agreement undertake to observe the guidelines
of the Data Protection Commission and, as applicable, the specially appointed
representative (observer) of the Data Protection Commission regarding the
handling and processing of such information as well as the guidelines and
conditions of the Science Ethics Committee, which is constituted pursuant to Act
No. 74/1997 on Patients' Rights.
The results of the Research Project will be published as soon as they fulfil
academic requirements and are fit for publication. However, IE may postpone such
publication by a maximum of 90 days to secure property rights relating to any
invention arising out of the research. 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.
VI. LIMITATIONS ON COLLABORATION WITH OTHER PARTIES
RA and individuals within the group covenant not to work, jointly or separately,
with others on research into the heredity of arterial hypertension during the
course of the Research Project. RA and individuals within the group covenant not
to enter into collaboration with other parties on the part of the Research
Project which led to a discovery for five years following the conclusion of the
Research Project pursuant to this Agreement. However, if the Research Project
does not lead to a discovery, individual parties within RA are entitled to take
up collaboration with other parties regarding research into the heredity of
arterial hypertension following the conclusion of the Research Project. This
limitation does not, however, apply to the collaboration of RA with a Canadian
party.
IE covenants that during the course of the Research Project, IE will not take up
collaboration with other parties on research into the heredity of arterial
hypertension unless the Steering Committee regards such collaboration as
necessary in order to achieve the objectives of the Research Project. In the
event that it should prove necessary to add new partners to the Research
Project, the Steering Committee shall decide on the choice of such partner. In
the event of a dispute within the Steering Committee, RA will decide on the
choice of additional partners. Notwithstanding the above, the provisions of this
Paragraph shall not preclude collaboration by IE in the area of the Research
Project with the parties who have negotiated the purchase of the Research
Project, its conclusions or results, provided that such collaboration does not
prejudice the rights of the research group pursuant to Paragraphs 2 and 3 of
Chapter III.
Subject to the provisions of Paragraphs 1 and 2 of Chapter III, the parties to
this Agreement agree that this agreement is not transferable, partly or wholly,
to other legal entities or individuals without the consent of both parties to
this Agreement.
VII. TERM AND CONCLUSION OF PROJECT
The Research Project shall continue for a term of five years following the
signature of this Agreement unless the Project is concluded earlier. In the
event of substantial
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default by either party to this Agreement the other party may terminate this
Agreement. In the event of a dispute regarding the termination rights of a
party, such dispute shall be resolved pursuant to the terms of Chapter VIII.
At the conclusion of the Project, all clinical data (blood samples and clinical
information) shall be returned to RA.
In the event that one or both parties see reason to continue their collaboration
following the agreed term, such continuation shall be considered independently.
In the event that a third party effects the discontinuation of this research, RA
may terminate this Agreement with IE without compensation except as provided for
in Paragraph 4 of Chapter III hereof.
VIII 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 shall then 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 in 8 chapters on five pages. It is done in two copies, one to
be held by each party to this Agreement.
Reykjavik 3 June 1998
For the Research Group on arterial For Islensk erfdagreining ehf.
hypertension:
Thordur Hardarson, Physician [sign.] Kari Stefansson, Managing Director
[sign.]
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Arni Kristinsson, Physician [sign.]
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