Strategic Alliance - UTEK Corp. and Dartmouth College
STRATEGIC ALLIANCE
This STRATEGIC ALLIANCE is made and effective this December 14, 2000 by and
between UTEK CORPORATION, offices located at 202 South Wheeler Street, Plant
City, Florida 33566 and DARTMOUTH COLLEGE offices located at 11 Rope Ferry Road,
Hanover, New Hampshire 03755. Now, therefore, both parties agree as follows:
1. DARTMOUTH COLLEGE (DARTMOUTH) seeks to develop an effort to bring its
intellectual property and technologies to the marketplace. The goal is to
generate on-going royalties or other license revenue for DARTMOUTH to enhance
it research capabilities, reward faculty members whose patents are licensed,
and to develop new opportunities for sponsored research activities.
2. UTEK CORPORATION (UTEK) has developed a new U2B(TM) business model to provide
a linkage between university intellectual capital and technology companies
that can rapidly bring university inventions to the marketplace.
3. UTEK will review selected DARTMOUTH intellectual properties and/or new
invention disclosures to assess their potential for successful
commercialization. If UTEK determines that it has a potential interest in a
specific technology, UTEK shall provide DARTMOUTH a brief summary, including
UTEK's opinion regarding the potential marketability of the technology,
within three (3) weeks. If a specific technology appears promising to UTEK
and DARTMOUTH agrees to give UTEK an option, DARTMOUTH will apply for a
patent for the selected technology (if it is not yet patented), with
DARTMOUTH as the assignee. UTEK will receive a 12-month exclusive,
royalty-free license option for the technology. UTEK will then use its best
efforts to find a corporate licensee or otherwise commercialize the
technology on terms acceptable to the DARTMOUTH. If UTEK is unable to find a
DARTMOUTH acceptable licensee or corporate partner by the end of this
12-month period, all option rights to the technology will then revert back to
DARTMOUTH, unless both parties agreed to extend. The defined Exclusive Option
Agreement is contained in Exhibit A.
4. The term of this Strategic Alliance is five years, commencing on the date
above.
5. Either party may terminate this Agreement at any time with sixty days (60)
written notice.
6. During the term of this Agreement, both parties shall not disclose to anyone
any confidential information. "Confidential Information" for the purposes of
this Agreement shall include proprietary and confidential information such as,
but not limited to, technology plans, research and development plans, designs,
models, software, product specifications, marketing plans, patent applications,
disclosures and new concepts.
Confidential information shall not include any information that:
A. Is disclosed without restriction.
B. Becomes publicly available through no act of the recipient.
C. Is rightfully received by either party from a third party.
D. Is disseminated in publications.
If UTEK customers / clients wish to review DARTMOUTH confidential information in
order to determine their interest in licensing the intellectual property, UTEK
will require the customer / client to execute a DARTMOUTH standard
confidentiality agreement.
7. The parties to this Strategic Alliance agree that all public releases of
information related to this Strategic Alliance by either party will require the
written consent of the other party. In specific, UTEK acknowledges its
disclosure obligation under SEC Regulation FD and the parties agree that any
unintentional disclosure by either party that requires disclosure under
Regulation FD will be immediately communicated to the other party.
8. This Agreement shall be governed by and be construed in accordance with the
laws of the State of New Hampshire.
9. This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed, only by an
Agreement in writing, signed by both of the parties.
10. Any notice to be given or otherwise given pursuant to this Agreement shall
be in writing and shall be hand delivered, mailed by certified mail, return
receipt requested or sent by overnight courier service as follows;
UTEK CORPORATION DARTMOUTH COLLEGE
202 South Wheeler Street, Technology Transfer Office
Plant City, Florida 33566 11 Rope Ferry Road,
Hanover, New Hampshire 03755
11. If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
UTEK CORPORATION DARTMOUTH COLLEGE
11 ROPE FERRY ROAD, HANOVER, NH 03755
/s/ Uwe Reischl /s/ John F. Kavanagh
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By: Uwe Reischl, Ph.D., M.D., President By: John F. Kavanagh, Ph.D. Director
Office of Grants and Contracts