[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SPONSORED RESEARCH AGREEMENT
This Sponsored Research Agreement (Agreement) is dated as of April 23, 2018 (the Effective Date) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (Penn), with offices located at Penn Center for Innovation, [****], and Tycho Therapeutics, Inc., a Delaware corporation (Sponsor), having a place of business at 501 Northwick Lane, Villanova, PA 19085. Penn and Sponsor may be referred to herein as a Party or, collectively, as Parties.
WHEREAS, Penn and Sponsor are entering into this Agreement since Sponsor desires to fund the research of Michael C. Milone, MD, PhD of Penns Perelman School of Medicine in certain specific areas;
WHEREAS, Sponsor desires to support such research conducted by Penn in accordance with the terms and conditions of this Agreement;
WHEREAS, the research program contemplated by this Agreement is of mutual interest to Sponsor and Penn and furthers the educational, scholarship and research objectives of Penn as a nonprofit, tax-exempt, educational institution, and may benefit both Sponsor and Penn through the creation or discovery of new inventions; and
WHEREAS, the Parties have entered into a term sheet on or about the date hereof containing a summary of terms for an exclusive license agreement to be entered into by and between the Parties (the License Agreement).
NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows:
|1.1 || |
Penn Intellectual Property means Related Intellectual Property and Unrelated Intellectual Property, each as defined below.
|1.2 || |
Principal Investigator means Michael C. Milone, MD, PhD who has agreed to serve as faculty investigator for the Sponsored Research and shall be responsible for the conduct, supervision and administration of the Sponsored Research.
|1.3 || |
Related Intellectual Property means all inventions, whether patentable or not, that are conceived or conceived and reduced to practice in the conduct of the Sponsored Research during the term of this Agreement without the use of third party funding (provided that, for clarity, the use of equipment or materials that are not identified as costs of the Sponsored Research in the budget attached as Appendix 2 to Attachment A hereto (the Budget) and are supported by, or obtained or paid-for with third party funding, and the use of personnel that are supported by third party funding, in whole or in part shall not be considered use of third party funding for purposes of the foregoing), and (a) that are covered by a Valid Claim of the Penn Patent Rights (each as defined in the License Agreement) or an Effective Date Valid Claim (as defined below), or (b) whose manufacture, use, sale or import would, absent the License Agreement, constitute an infringement, inducement of infringement or contributory infringement of any Valid Claim of the Penn Patent Rights or Effective Date Valid Claim (or would constitute such an infringement if such Valid Claim or Effective Date Valid Claim was a claim of an issued and unexpired patent), or (c) that are related