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Patent Option Agreement - Massachusetts Institute of Technology and Cerebrotec Inc.

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                             PATENT OPTION AGREEMENT


               Offer of this agreement is open until June 8, 2001

  This Agreement is made as of the date set forth above the signatures of the
parties below (the "EFFECTIVE DATE"), by and between the Massachusetts Institute
of Technology, a Massachusetts corporation having its principal office at 77
Massachusetts Avenue, Cambridge, Massachusetts 02139 ("M.I.T.") and Cerebrotec,
Inc., a corporation having its principal office at 308A Hunnewell St., Needham,
Massachusetts 02494 ("COMPANY").

         WHEREAS, M.I.T. is the owner of certain PATENT RIGHTS (as later defined
herein) relating to M.I.T. Case No. [*] and has the right to grant licenses
under said PATENT RIGHTS, subject only to a royalty-free, nonexclusive
nontransferable license to practice the PATENT RIGHTS reserved by the United
States Government;

         WHEREAS, M.I.T. desires to have the PATENT RIGHTS developed and
commercialized to benefit the public and is willing to grant a license
thereunder; and

         WHEREAS, COMPANY desires a period of time in which to internally
evaluate the PATENT RIGHTS, potential products and markets therefor, and in
which to elect to negotiate a license.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the parties hereto agree as follows:

         1.       Definition of PATENT RIGHTS. "PATENT RIGHTS" means the United
                  States and foreign patents, patent applications, and
                  provisional applications set forth on Appendix A.

         2.       Grant of Option Right. M.I.T. hereby grants COMPANY an option
                  to negotiate a worldwide, royalty-bearing, limited-term
                  exclusive license under the PATENT RIGHTS in the following
                  field: Stroke recovery (the "Option Right"). COMPANY may
                  exercise the Option Right upon written notice to M.I.T.
                  received by M.I.T. within six months after the EFFECTIVE DATE
                  (the "Option Period"). If COMPANY does not elect to exercise
                  the Option Right, or fails to exercise the Option Right during
                  the Option Period, M.I.T. shall be free to license its rights
                  under the relevant PATENT RIGHTS to any third party and this
                  Agreement shall terminate. If COMPANY does elect to exercise
                  the Option Right, M.I.T. and COMPANY shall negotiate in good
                  faith a license agreement containing commercially reasonable
                  terms and conditions. If M.I.T. and COMPANY are unable to
                  reach agreement within ninety (90) days after COMPANY has
                  exercised the Option Right, this Agreement shall terminate.
                  Thereafter, M.I.T. may offer its rights in the PATENT RIGHTS
                  to any third parties.

         3.       Limited License. M.I.T. hereby grants COMPANY an internal use
                  license during the Option Period to practice the PATENT RIGHTS
                  solely for the purpose of


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                  COMPANY's internal evaluation of the PATENT RIGHTS in
                  furtherance of this Agreement. During the Option Period,
                  COMPANY shall use commercially reasonable efforts to evaluate
                  the PATENT RIGHTS with a view toward creating a commercial
                  product or process that will be covered by the PATENT RIGHTS.

                           In addition, M.I.T. hereby grants COMPANY an internal
                  use license during the Option Period to use, solely for the
                  purpose of COMPANY's internal evaluation, the materials
                  described and given to COMPANY under the terms of the Material
                  Transfer Agreement ("TANGIBLE PROPERTY") attached herein as
                  Appendix B.

         4.       Option Fee. In consideration of the rights granted COMPANY
                  under this Agreement, COMPANY shall pay to M.I.T. a
                  nonrefundable option fee of Five Thousand Dollars ($5,000) on
                  the EFFECTIVE DATE.

         5.       Payment of Patent Expenses. Within thirty (30) days after
                  M.I.T. invoices COMPANY, COMPANY shall reimburse M.I.T. for
                  all patent-related expenses (including attorneys' fees)
                  incurred by M.I.T. during the term of this Agreement in
                  connection with obtaining or maintaining the PATENT RIGHTS.

                           During the Option Period, M.I.T. will notify COMPANY
                  in writing of any pending action on the U.S. patent
                  applications corresponding to the PATENT RIGHTS that may
                  result in such patent-related expenses exceeding Five Thousand
                  Dollars ($5,000). Should COMPANY refuse to pay for such
                  action, and if such action is necessary to retain U.S. patent
                  rights, this agreement will terminate immediately.

                           During the Option Period, COMPANY may elect to have
                  M.I.T. file foreign patent applications corresponding to the
                  PATENT RIGHTS in such countries as COMPANY may select by
                  written notice on or before May 31, 2001, and such foreign
                  filings shall be added to Appendix A and shall be included in
                  the definition of PATENT RIGHTS. COMPANY shall reimburse
                  M.I.T. for all patent-related expenses (including attorneys'
                  fees) incurred by M.I.T. during the term of this Agreement in
                  connection with obtaining or maintaining such foreign PATENT
                  RIGHTS.

         6.       Extension of Option Period. COMPANY shall have the right to
                  extend the Option Period for an additional six (6) month
                  period by giving M.I.T. written notice of such extension one
                  month prior to the expiration of the Option Period. If COMPANY
                  elects to extend the Option Period, then an option fee of Five
                  Thousand Dollars ($5,000) shall be due and payable to M.I.T.
                  at the time written notice of such extension is provided to
                  M.I.T.

         7.       Survival. Sections 4, 5, 6 (to the extent payments are due),
                  7, and 9 shall survive the expiration or termination of this
                  Agreement.

                                       2
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
         8.       Termination for Default. In the event COMPANY commits a
                  material breach of its obligations under this Agreement and
                  fails to cure that breach within thirty (30) days after
                  receiving written notice thereof, M.I.T. may terminate this
                  Agreement immediately upon written notice to COMPANY.

         9.       Termination by COMPANY. COMPANY shall have the right to
                  terminate this Agreement, for any reason upon at least sixty
                  (60) days prior written notice to M.I.T., such notice to state
                  the date at least sixty (60) days in the future upon which
                  termination is to be effective, and (ii) upon payment of all
                  amounts due to M.I.T. through such termination effective date.
                  COMPANY shall not be responsible for patent-related expenses
                  (including attorneys' fees) incurred by M.I.T. in connection
                  with obtaining or maintaining PATENT RIGHTS after such
                  terminate date.

         10.      Miscellaneous.

         (a)      Representations, Warranties and Damages Disclaimers. EXCEPT AS
                  EXPRESSLY STATED HEREIN, M.I.T. MAKES NO REPRESENTATIONS OR
                  WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND
                  TANGIBLE PROPERTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
                  LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
                  PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS
                  CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT
                  OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTWITHSTANDING
                  THE FOREGOING, M.I.T. HEREBY REPRESENTS TO THE COMPANY THAT IT
                  HAS THE FULL RIGHT POWER, CAPACITY AND AUTHORITY TO LICENSE
                  AND DELIVER THE PATENT RIGHTS IN ACCORDANCE WITH THE TERMS OF
                  THIS AGREEMENT.

                           IN NO EVENT SHALL M.I.T., ITS TRUSTEES, DIRECTORS,
                  OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR
                  CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES
                  OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER
                  M.I.T. SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR
                  IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

         (b)      Assignment. This Agreement is personal to COMPANY and no
                  rights or obligations may be assigned by COMPANY, without the
                  prior written consent of M.I.T.; provided, however, COMPANY
                  may assign this Agreement, with written notice to M.I.T., in
                  connection with a merger, consolidation or sale of all or
                  substantially all of the assets of COMPANY, so long as the
                  assignee shall agree in writing to be bound by all the terms


                                       3
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                  and conditions hereof prior to such assignment. Failure of
                  such assignee to so agree shall be grounds for termination by
                  M.I.T.

         (c)      Governing Law. This Agreement, and any disputes arising in
                  connection herewith, shall be governed by and construed in
                  accordance with the laws of the Commonwealth of Massachusetts,
                  irrespective of any conflicts of law principles.

         (d)      Entire Agreement. This Agreement and the Material Transfer
                  Agreement constitute the entire agreement between the parties
                  with respect to the subject matter herein and supersedes all
                  prior agreements or understanding between the parties relating
                  to such subject matter.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed under seal by their duly authorized representative.

         THE EFFECTIVE DATE OF THIS AGREEMENT IS MAY 21, 2001.

MASSACHUSETTS INSTITUTE OF                        CEREBROTEC, INC.
TECHNOLOGY

By: Signature of File                             By: /s/ Seth Finklestein
    ----------------------------------------          --------------------------

Name:                                             Name: Seth Finklestein
     ---------------------------------------            ------------------------

Title: Director Technology Licensing Office       Title: President
       ------------------------------------              -----------------------




                                       4
* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                   APPENDIX A

                              LIST OF PATENT RIGHTS

         M.I.T. Case No. [*]





* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                   APPENDIX B

                      MASSACHUSETTS INSTITUTE OF TECHNOLOGY

                                CEREBROTEC, INC.

                           MATERIAL TRANSFER AGREEMENT

The Massachusetts Institute of Technology (hereinafter "M.I.T.") and Dr. Ram
Sasisekharan (hereinafter "PROVIDER SCIENTIST") agree to provide Dr. Seth
Finklestein (hereinafter "RECIPIENT SCIENTIST") OF Cerebrotec, Inc. (hereinafter
"RECIPIENT") with material as described below subject to the terms and
conditions set forth in this Agreement.

                                 I. DEFINITIONS

1. ORIGINAL MATERIAL: shall be the [*]

2. MATERIAL; ORIGINAL MATERIAL, PROGENY, and UNMODIFIED DERIVATIVES. The
MATERIAL shall not include: (a) MODIFICATIONS, or (b) other substances created
by the RECIPIENT through the use of the MATERIAL which are not MODIFICATIONS,
PROGENY, or UNMODIFIED DERIVATIVES.

3. PROGENY: Unmodified descendant from the MATERIAL, such as virus from virus,
cell from cell, or organism from organism.

4. UNMODIFIED DERIVATIVES: Substances created by the RECIPIENT which constitute
an unmodified functional subunit or product expressed by the ORIGINAL MATERIAL.
Some examples include subclones of unmodified cell lines, purified or
fractionated subsets of the ORIGINAL MATERIAL, proteins expressed by DNA/RNA
supplied by M.I.T., or monoclonal antibodies secreted by a hybridoma cell line.

5. MODIFICATIONS: Substances created by the RECIPIENT which contain/incorporate
the MATERIAL.

6. COMMERCIAL PURPOSES: Shall mean the sale, lease, license, or other transfer
of the MATERIAL or MODIFICATIONS. COMMERCIAL PURPOSES shall also include uses of
the MATERIAL or MODIFICATIONS by the organization, including RECIPIENT, to
perform contract research, to screen compound libraries, to produce or
manufacture products for general sale, or to conduct research activities that
result in any sale, lease, license, or transfer of the MATERIAL or
MODIFICATIONS.

                   II. TERMS AND CONDITIONS OF THIS AGREEMENT

1. M.I.T. retains ownership of the MATERIAL, including any MATERIAL contained or
incorporated in MODIFICATIONS.

2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, M.I.T.
retains ownership rights to the MATERIAL (included therein), and (b) those
substances created




* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY,
UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL
MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2(a) or 2(b) results from
the collaborative efforts of M.I.T. and the RECIPIENT, joint ownership may be
negotiated.

3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL:

         (a)      is to be used solely for the purpose defined in Attachment A
                  (the "PURPOSE");

         (b)      will not be used in human subjects, in clinical trials, or for
                  diagnostic purposes involving human subjects;

         (c)      is to be used only at the RECIPIENT organization and only in
                  the RECIPIENT SCIENTIST's laboratory under the direction of
                  the RECIPIENT SCIENTIST or others working under his/her direct
                  supervision; and (d) will not be transferred to anyone else
                  within the RECIPIENT organization without the prior written
                  consent of M.I.T.

4. This Agreement is not assignable, whether by operation of law or otherwise,
other than in connection with a merger, consolidation, or sale of substantially
all of the assets of RECIPIENT. RECIPIENT may not transfer the MATERIAL to third
parties, except that MATERIAL may be transferred to a third party with which
RECIPIENT is MERGED, consolidated or sold.

5. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a
patent application. Except as provided in this Agreement, no express or implied
licenses or other rights are provided to the RECIPIENT under any patents, patent
applications, trade secrets or other proprietary rights of M.I.T., including any
altered forms of the MATERIAL made by M.I.T. In particular, no express or
implied licenses or other rights are provided to use the MATERIAL,
MODIFICATIONS, or any related patents of M.I.T. for COMMERCIAL PURPOSES.

6. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for
COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate
in good faith with the PROVIDER to establish the terms of a commercial license.
It is understood by the RECIPIENT that the PROVIDER shall have no obligation to
grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive
commercial licenses to others, or sell or assign all or part of the rights in
the MATERIAL to any third party(ies), subject to any pre-existing rights held by
others and obligations to the Federal Government.

7. The RECIPIENT is free to file patent application(s) claiming inventions made
by the RECIPIENT through the use of the MATERIAL but agrees to notify M.I.T.
upon filing a patent application claiming MODIFICATIONS or method(s) of
manufacture or use(s) of the MATERIAL.

8. Any MATERIAL delivered pursuant to this Agreement is understood to be
experimental in name and may have hazardous properties. M.I.T. MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR
IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.

9. Except to the extent prohibited by law, the RECIPIENT assumes all liability
for damages which may arise from its use, storage or disposal of the MATERIAL.
M.I.T. will not be liable to the RECIPIENT for any loss, claim or demand made by
the RECIPIENT, or made against the RECIPIENT by any other party, due to or
arising from the use of the MATERIAL by the RECIPIENT, except to the extent
permitted by law when caused by the gross negligence or willful misconduct of
M.I.T.

10. This agreement shall not be interpreted to prevent or delay publication of
research findings resulting from the use of the MATERIAL or the MODIFICATIONS.
The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the
source of the MATERIAL in all publications.

11. The RECIPIENT agrees to use the MATERIAL in compliance with all applicable
statutes and regulations, including Public Health Service and National Institute
of Health regulations and guidelines such as, for example, [illegible] relating
to research involving the use of animals or recombinant DNA.

12. This Agreement will terminate on the earliest of the following dates: (a)
when the MATERIAL becomes generally available from third parties, for example,
though reagent catalogs or public depositories or (b) the completion of the
PURPOSE with the MATERIAL, or (c) on thirty (30) days written notice by either
party to the other, or (d) upon the termination of the Option Agreement
effective May __, 2001, by and between the PROVIDER and RECIPIENT, provided
that:

         (a)      if termination should occur under 13(a), the RECIPIENT shall
                  be bound to the PROVIDER by the least restrictive terms
                  applicable to the MATERIAL obtained from the then-available
                  resources; and
         (b)      if termination should occur under 13(b), (c), or (d) above,
                  the RECIPIENT will discontinue its use of the MATERIAL and
                  will, upon direction of the PROVIDER, return or destroy any
                  remaining MATERIAL. The RECIPIENT, at its discretion, will
                  also either destroy the MODIFICATIONS or remain bound by the
                  terms of this agreement, as the apply to MODIFICATIONS.

13. Paragraphs 5, 8 and 9 shall survive termination.

If you agree to accept the MATERIAL under the above conditions, please have two
(2) original copies of this Agreement signed by an authorized representative of
RECIPIENT and RECIPIENT SCIENTIST and either PROVIDER SCIENTIST or an authorized
representative of M.I.T. and return one original to:







* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                           Material Transfer Coordinator
                           Technology Licensing Office
                           Massachusetts Institute of Technology
                           77 Massachusetts Ave., Room NE25-230
                           Cambridge, MA 02139

The MATERIAL will be sent to you as soon as possible after receipt of the signed
Agreement.

MASSACHUSETTS INSTITUTE OF                      CEREBROTEC, INC.
TECHNOLOGY

By: Signature on File                           By: /s/ Seth Finklestein
    ----------------------------------------        ----------------------------

Name:                                           Name: Seth Finklestein
     ---------------------------------------          --------------------------

Title: Director Technology Licensing Office     Title: President
       ------------------------------------            -------------------------

Date: May 8, 2001                               Date: 5/23/01
      --------------------------------------          --------------------------

DR. RAM SASISEKHARAN                            DR. SETH FINKLESTEIN

By: /s/ Ram Sasisekharan                        By: /s/ Seth Finklestein
    ----------------------------------------        ----------------------------

Name: Ram Sasisekharan                          Name: Seth Finklestein
      --------------------------------------          --------------------------

Title: Assoc. Prof. MIT                         Title: President, Cerebrotec
       -------------------------------------           -------------------------

Date: May 24, 01                                Date: 5/23/01
      --------------------------------------          --------------------------



* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                  ATTACHMENT A

                                   THE PURPOSE

Cerebrotec, Inc. plans to evaluate the MATERIAL in rat models of stroke recovery
as a potential therapeutic to reduce neurological disability following stroke.







* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.