Services and Materials Agreement between Scottish Biomedical Limited and Omeros Corporation (April 20, 2007)
Scottish Biomedical Limited and Omeros Corporation have entered into an agreement where Scottish Biomedical will provide certain scientific services and materials to Omeros, as detailed in attached schedules. The agreement outlines each party’s obligations, including the transfer of materials, performance standards, and intellectual property rights, with Omeros owning any results or inventions developed. The contract also limits liability for both parties, except in cases of gross negligence or personal injury, and specifies that any changes must be made in writing. This agreement continues and amends prior arrangements between the parties.
Telford Pavilion, Todd Campus,
West of Scotland Science Park,
Glasgow, G20 0XA, Scotland, U.K.
1420 Fifth Avenue, Suite 2600
Seattle, WA 98101, U.S.A.
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1 | BASIS OF THE SALE |
1.1 | SB shall provide the Services and Materials as set out in the attached Schedules A and B (and C if mutually agreed), subject to these conditions, which shall govern the contract for the provision of the Services and Materials to the exclusion of any other terms and conditions subject to which any request or provision for the Services and Materials is made or purported to be made by Omeros or Scottish Biomedical. | |
1.2 | Whereas nura, inc. and Scottish Biomedical entered into agreements on the 25th February 2005 and 8th August 2005, some of which terms continue to apply to the parties and their work under this agreement, as modified by an amendment referenced in the following Section 1.3. | |
1.3 | Whereas Omeros and SB agree to execute, concurrent with execution of this Services and Material Agreement, the Assignment and Amendment to the prior agreement of 25th February 2005, attached hereto as Exhibit I. | |
1.4 | Whereas Omeros acquired nura, inc. on 7th September 2006 | |
1.5 | These parties, SB and Omeros, now wish to extend their work together as outlined with this Agreement. | |
1.6 | No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of Scottish Biomedical and Omeros. | |
1.7 | Scottish Biomedicals employees or agents are not authorised to make any representations concerning the Services unless confirmed by an authorized official of Scottish Biomedical in writing. | |
1.8 | Omeros employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Chief Executive Officer of Omeros in writing. |
1.9 | Scottish Biomedical warrants that it will perform the Services and supply the Materials in accordance with this Agreement including all attached Schedules and with reasonable care and skill, and in accordance with all applicable laws and regulations for the location of the provision of such Services and Materials, but does not guarantee, except where described herein, any particular outcome or results will arise as a result of the provision of the Services or that the Materials will be fit for any specific purpose. | |
1.10 | Save as set out in Clause 2 Scottish Biomedical neither gives nor makes any express warranty to Omeros. | |
1.11 | EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SCOTTISH BIOMEDICAL AND OMEROS EACH DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES OF EVERY NATURE (INCLUDING, WITHOUT LIMITATION, ANY EQUITABLE, COMMON LAW OR STATUTORY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY AND / OR SATISFACTORINESS) IN RESPECT OF THE SERVICES AND MATERIALS, ON THE PART OF SCOTTISH BIOMEDICAL, AND IN RESPECT OF ANY COMPOUNDS PROVIDED FOR ANALYSIS, ON THE PART OF OMEROS. ACCORDINGLY, ALL SUCH IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. NOTHING IN THIS |
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1.12 | Each party agrees that the foregoing exclusions of express and/or implied warranties and the limitations and exclusions of liability set out in Clause 2 are in all respects fair and reasonable having regard to:- |
(a) | the complexity and novelty of the Services and/or the Materials; | ||
(b) | the price / fees to be paid pursuant to this Agreement; and | ||
(c) | the relative resources of the parties. |
2 | LIMITATION OF LIABILITY |
2.1 | The following provisions set out Scottish Biomedicals entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to Omeros in respect of: | |
2.2 | any breach of its contractual obligations arising under this Agreement; | |
2.2.1 | any indemnity granted by Scottish Biomedical under this Agreement; and | |
2.2.2 | any representation (other than fraudulent misrepresentation), statement or delictual or tortious act or omission including negligence arising under or in connection with this Agreement. | |
2.3 | Other than in respect of death and personal injury caused by Scottish Biomedicals negligence, or in relation to any liability which by law may not be limited or excluded, or in relation to any liability due to Scottish Biomedicals gross negligence or wilful misconduct, Scottish Biomedicals liability with regard to any other matter, aspect, fact or thing arising from or relating to this Agreement shall in no event exceed the sums paid and due to be paid hereunder as at the date of the matter giving rise to the claim under the Schedules attached to this Agreement. | |
2.4 | Other than in respect of death and personal injury caused by a partys negligence, or in relation to any other liability which by law may not be limited or excluded, or in relation to any liability due to a partys gross negligence or wilful misconduct, each party shall not be liable to the other party for any consequential or indirect loss or loss of profit, business, data, revenue, goodwill or anticipated savings which arises out of or in connection with this Agreement. |
3 | INTELLECTUAL PROPERTY |
3.1 | Omeros acknowledges that the background know-how, production and assay methodology supplied by Scottish Biomedical under this Agreement is the property of Scottish Biomedical. |
3.2 | Scottish Biomedical and Omeros each agree and acknowledge that any and all Results or other intellectual property generated or created under this Agreement are the sole and exclusive property of Omeros. Scottish Biomedical agrees to execute any assignments and declarations or render such other assistance as may be necessary to confirm Omeros ownership of such Results and intellectual property, including any patents filed for or obtained based thereon. Such reasonable time (charged at []) and |
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costs expended on Omeros behalf in this regard shall be reimbursed to Scottish Biomedical through payment of invoices raised at the end of each month where there is such activity by Scottish Biomedical. |
3.3 | Scottish Biomedical agrees and acknowledges that all compounds and derivatives generated or provided by Scottish Biomedical under this Agreement or provided by Omeros for Scottish Biomedicals analysis under this Agreement are the sole and exclusive property of Omeros. | |
3.4 | Scottish Biomedical agrees to transfer to Omeros, at no additional charge, all know-how, techniques, synthesis methods and materials developed by Scottish Biomedical for Omeros under this or any prior Agreement to enable Omeros to synthesis or cause to be synthesized all compounds and derivatives made by Scottish Biomedical for Omeros under this or any prior Agreement; provided, however, that if any of Scottish Biomedicals pre-existing proprietary know-how, techniques, methods or materials that were not developed for Omeros under this or any prior agreement are reasonably necessary to permit Omeros to carry out or cause such synthesis, then Omeros right to use such pre-existing proprietary know-how, techniques, methods or materials shall be limited to a non-exclusive license for purposes of carrying out or causing such synthesis. |
4 | CONFIDENTIAL INFORMATION |
4.1 | The parties acknowledge and agree to observe their respective obligations of Confidentiality as included in their Mutual Confidentiality Agreement of October 4, 2006 (Mutual CDA), which Mutual CDA is hereby expressly incorporated into this Agreement. The parties shall, in accordance with the terms of the Mutual CDA, treat as secret and confidential, and take all proper precautions to protect any information disclosed by each of them to the other in connection with the provision of the Services / Materials including but not limited to any Results and the subject matter of any Patent or Know-how as well as information concerning the parties, this Agreement, and either of their businesses and activities generally or any such information which may come to its knowledge in whatever form or manner imparted or received. Subject as herein provided, and except as provided in the Mutual CDA, any disclosure of such information shall be limited to those employees, agents, servants or staff of both parties who need the information for the purposes of the provision of the Services / Materials and any such disclosures shall be on such terms as to preserve the effect of this Clause (Confidential Information). All compounds and derivatives generated or provided by Scottish Biomedical under this Agreement, or provided by Omeros for Scottish Biomedicals analysis under this Agreement, and all data and results generated under this Agreement shall be considered and treated as Omeros Confidential Information. |
5 | TERMINATION |
5.1 | This Agreement shall terminate upon completion of eighteen months from commencement, commencement date being the date when this Agreement has been signed by both parties, subject always to any extension to the duration of the provision of the Services / Materials and License agreed between the parties in writing and subject to the provisions of the contract surviving termination including Warranties |
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(Sections 1.9-1.12), Limitation of Liability (Section 2), Intellectual Property (Section 3), Confidential Information (Section 4), Governing Law (Section 7), Assignment (Section 9), Records Maintenance (Section 10) and the provisions of Sections 13-15. Termination of this Agreement shall not affect the status of all prior agreements between Omeros and Scottish Biomedical or any continuing obligations thereunder, including the Mutual CDA and the prior agreements dated 25th February 2005 (as amended by Exhibit I hereto) and 8th August 2005. |
5.2 | Either party may terminate this Agreement forthwith: |
5.3 | if the other party has a winding up order made against it or, except for the purposes of reconstruction, has a resolution for voluntary winding up passed in respect of it, or has a liquidator, receiver or administrator appointed over it; |
5.4 | in the event of non-performance or breach by the other party of any of its obligations in respect of the Services / Material provision after the giving of written notice by the party not in default to the defaulting party requiring performance of the obligations and the defaulting party remaining in breach of its obligations one (1) month after the receipt thereof. | |
5.5 | Omeros may terminate this Agreement, with or without cause, upon forty-five (45) days prior written notice to Scottish Biomedical. Provided no other Service and Materials Module is ongoing, either party may terminate this agreement upon written notice to the other party or at the end of any Service and Materials Module described in the Schedules attached hereto. In the case of receipt of a notice of termination from Omeros, Scottish Biomedical shall stop work, and Omeros shall be responsible for payment of all Services and Materials performed, and all noncancellable obligations, as of the date of receipt of notice. |
6 | PAYMENT TERMS |
7 | GOVERNING LAW |
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8 | SUBCONTRACTING |
9 | ASSIGNMENT |
10 | RECORDS MAINTENANCE |
11 | AUDITS AND ANSPECTIONS |
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12 | INDEPENDENT CONTRACTORS |
13 | USE OF NAMES |
14 | THIRD PARTY INTELLECTUAL PROPERTY |
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15 | CONSTRUCTION |
SUBSCRIBED for and on behalf of SCOTTISH BIOMEDICAL LIMITED at Glasgow on the 24th day of April 2007 by Stephen Hammond its Director before the following witness: | /s/ Stephen Hammond | |||
Witness Name: | /s/ Eric Smith | |||
Eric Smith | Witness | |||
Occupation: | ||||
Chartered Accountant | ||||
SUBSCRIBED for and on behalf of OMEROS CORPORATION, 1420 Fifth Avenue, Suite 2600, Seattle, WA 98101, at Seattle on the 20th day of April 2007 by Gregory A. Demopulos, M.D., its Chairman and Chief Executive Officer (authorised official), before the following witness: | /s/ Gregory A. Demopulos | |||
Witness Name: | /s/ Marcia S. Kelbon | |||
Marcia S. Kelbon | Witness | |||
Address: 1420 Fifth Avenue, Suite 2600, Seattle, WA 98101... | ||||
Occupation: | ||||
Vice President, General Counsel Omeros Corporation |
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PROJECT SPECIFICATION
| [] |
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Module | Description | Scheduled Duration | Comments | |||
All | Project Manager: Colin Dick. | throughout | ||||
[] | [] | [] | [] |
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per batch* of : | ||||
[] wells | $ [] per well | |||
[] wells | $ [] per well | |||
[] wells | $ [] per well |
* | SB shall await Omeros instructions prior to commencing testing so as to control batch size, subject to any mutually agreed time constraints. Such instruction shall be issued by e-mail from [] or such other Omeros personnel as may be subsequently designated by Omeros in writing. | |
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per batch* of : | ||||
[] wells | $ [] per well | |||
[] wells | $ [] per well | |||
[] wells | $ [] per well |
* | SB shall await Omeros instructions prior to commencing testing so as to control batch size, subject to any mutually agreed time constraints. |
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per batch** of : | ||||
[] wells | $ [] per well | |||
[] wells | $ [] per well | |||
[] wells | $ [] per well |
* | IC50 testing for selected PDE1-5, 7-9, 11 to be completed at SB. | |
** | SB shall await Omeros instructions prior to commencing testing so as to control batch size, subject to any mutually agreed time constraints. |
per batch* of : | ||||
[] wells | $ [] per well | |||
[] wells | $ [] per well | |||
[] wells | $ [] per well |
* | SB shall await Omeros instructions prior to commencing testing so as to control batch size, subject to any mutually agreed time constraints. |
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SCOTTISH BIOMEDICAL LIMITED | OMEROS CORPORATION | |||||||||
By: | By: | |||||||||
Name: | Name: | Gregory A. Demopulos, M.D. | ||||||||
Title: | Title: | Chairman & CEO | ||||||||
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5.1 | This Agreement shall terminate upon completion of twelve months from commencement, commencement date being the date when this Agreement was signed by both parties, subject always to any extension to the duration of the provision of the Services / Materials and License agreed between the parties and subject to the following provisions of this Agreement that shall survive termination: Section 3 (Intellectual Property); Section 4 (Confidential Information), Section 7 (Governing Law), Section 8 (Assignment) and the Module 2 Milestone and Royalty provisions (patent filings, clinical development, regulatory approval, commercial sales) set forth in the Project Specification Schedule to this Agreement. |
7 | GOVERNING LAW |
This Agreement shall be governed and construed in accordance with the law of the state of Delaware, USA. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the US Federal courts located in the State of Delaware, USA, as regards any claim, dispute or matter arising out of or relating to this Agreement and its implementation and effect. |
8 | ASSIGNMENT | |
Neither party may assign this Agreement, or any obligation or right under this Agreement, in whole or in part, without the other partys prior written consent, which consent will not be unreasonably withheld. Scottish Biomedical consents to Omeros assignment of this Agreement in whole or in part in connection with the merger, acquisition consolidation or transfer of all or substantially all of that portion of Omeros assets to which this Agreement relates. Subject to these restrictions, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assignees. |
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[] | [] | |
Royalties | [] |
SCOTTISH BIOMEDICAL LIMITED | OMEROS CORPORATION | |||||||||
By: | /s/ Stephen Hammond | By: | /s/ Gregory A. Demopulos | |||||||
Name: | Stephen Hammond | Name: | Gregory A. Demopulos, M.D. | |||||||
Title: | Chief Executive | Title: | Chairman & CEO | |||||||
NURA, INC. | ||||||||||
By: | /s/ Gregory A. Demopulos | |||||||||
Name: | Gregory A. Demopulos, M.D. | |||||||||
Title: | President |
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BUSINESS TERMS AND CONDITIONS / MATERIAL TRANSFER AND USE AGREEMENT
1 | BASIS OF THE SALE |
1.1 | Scottish Biomedical shall provide the Services and Materials as set out in the Schedule, subject to these conditions, which shall govern the contract for the provision of the Services and Materials to the exclusion of any other terms and conditions subject to which any request for the Services and Materials is made or purported to be made by The Client. | |
1.2 | No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of Scottish Biomedical and The Client. | |
1.3 | Scottish Biomedicals employees or agents are not authorised to make any representations concerning the Services unless confirmed by Scottish Biomedical in writing. | |
1.4 | Scottish Biomedical shall grant a 12-month non-exclusive licence to The Client to use its production and assay methodology under the terms and conditions of this Agreement. | |
1.5 | The Client shall not provide any Material originating from Scottish Biomedical to any third party whatsoever and shall not grant any sub-licenses over the assay methodology licensed to it by Scottish Biomedical, without the specific written permission of Scottish Biomedical. Scottish Biomedical hereby gives permission as part of these Terms that it or The Client shall supply Materials from Scottish Biomedical as part of this Agreement to ComGenex of Hungary. |

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1.6 | Scottish Biomedical warrants that it will perform the Services and supply the Materials with reasonable care and skill but does not guarantee any particular outcome or results will arise as a result of the provision of the Services or that the Materials will be fit for any specific purpose. | |
1.7 | Save as set out in Clause 2 Scottish Biomedical neither gives nor makes any express warranty to The Client. | |
1.8 | TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SCOTTISH BIOMEDICAL DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES OF EVERY NATURE (INCLUDING, WITHOUT LIMITATION, ANY EQUITABLE, COMMON LAW OR STATUTORY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY AND/OR SATISFACTORINESS) IN RESPECT OF THE SERVICES AND MATERIALS. ACCORDINGLY, ALL SUCH IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS, OBLIGATIONS OR DUTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. NOTHING IN THIS AGREEMENT SHALL HOWEVER OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD OR DEATH OR PERSONAL INJURY CAUSED BY SCOTTISH BIOMEDICALS NEGLIGENCE. | |
1.9 | The Client agrees that the foregoing exclusions of express and/or implied warranties and the limitations and exclusions of liability set out in Clause 2 are in all respects fair and reasonable having regard to: |
(a) | the complexity and novelty of the Services and/or the Materials; | ||
(b) | the price / fees to be paid pursuant to this Agreement; and | ||
(c) | the relative resources of the parties. |
2 | LIMITATION OF LIABILITY |

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2.1 | The following provisions set out Scottish Biomedicals entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to The Client in respect of: | |
2.2 | any breach of its contractual obligations arising under this Agreement; | |
2.2.1 | any indemnity granted by Scottish Biomedical under this Agreement; and | |
2.2.2 | any representation (other than fraudulent misrepresentation), statement or delictual or tortious act or omission including negligence arising under or in connection with this Agreement. | |
2.3 | Other than in respect of death and personal injury caused by Scottish Biomedicals negligence, or in relation to any liability which by law may not be limited or excluded, Scottish Biomedicals liability with regard to any other matter, aspect, fact or thing arising from or relating to this Agreement shall in no event exceed the sums paid [and due to be paid] hereunder as at the date of the matter giving rise to the claim under the Final Proposal Document [or, where the Proposal consists of a series of Tasks, only in respect of the sums paid [and due to be paid] for the relevant Task(s)]. | |
2.4 | Other than in respect of death and personal injury caused by Scottish Biomedicals negligence, or in relation to any other liability which by law may not be limited or excluded, Scottish Biomedical shall not be liable for any consequential or indirect loss or loss of profit, business, data, revenue, goodwill or anticipated savings which arises out of or in connection with this Agreement. | |
3 | INTELLECTUALPROPERTY | |
3.1 | The Client acknowledges that the production and assay methodology supplied under this Agreement is the property of Scottish Biomedical. |

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3.2 | Scottish Biomedical and The Client each agree and acknowledge that any Results or other intellectual property generated or created under this Agreement are the property of The Client; provided, however that all such Results and other intellectual property shall be subject to a first position security interest in favour of Scottish Biomedical securing The Clients payment obligations under this Agreement. | |
4 | CONFIDENTIAL INFORMATION | |
4.1 | The parties acknowledge and agree to observe their respective obligations of Confidentiality. The parties shall treat as secret and confidential, and take all proper precautions to protect, any information disclosed by each of them to the other in connection with the provision of the Services / Materials including but not limited to any Results and the subject matter of any Patent or Know-how as well as information concerning the parties, this Agreement, and either of their businesses and activities generally or any such information which may come to its knowledge in whatever form or manner imparted or received. Subject as herein provided, any disclosure of such information shall be limited to those employees, agents, servants or staff of both parties who need the information for the purposes of the provision of the Services / Materials and any such disclosures shall be on such terms as to preserve the effect of this Clause (Confidential Information). | |
4.2 | The Client shall ensure that [] observes these Confidentiality provisions. | |
5 | TERMINATION | |
5.1 | This Agreement shall terminate upon completion of twelve months from commencement, commencement date being the date when the Agreement has been signed by both parties, subject always to any extension to the duration of the provision of the Services / Materials and License agreed between the parties and subject to the provisions of the contract surviving |

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termination including Confidential Information / Confidentiality / Milestone Payments and Royalty Fees. | ||
5.2 | Either party may terminate this Agreement forthwith: | |
5.3 | if the other party has a winding up order made against it or, except for the purposes of reconstruction, has a resolution for voluntary winding up passed in respect of it, or has a liquidator, receiver or administrator appointed over it; | |
5.4 | in the event of non-performance or breach by the other party of any of its obligations in respect of the Services / Material provision after the giving of written notice by the party not in default to the defaulting party requiring performance of the obligations and the defaulting party remaining in breach of its obligations one (1) month after the receipt thereof. | |
5.5 | Upon termination The Client shall return to Scottish Biomedical all copies of the methodologies supplied to it under the Agreement and cease to use them. | |
6 | PAYMENT TERMS | |
The Client shall be issued with an initial invoice on signing of the agreement to the value of 30% of the total due under the Agreement or 30% of the total initial order placed by The Client. | ||
The Client shall be issued with a second invoice to the value of 30% of the total due mid-way through the agreed work programme, and then a final invoice shall be issued for the balance due under the Agreement (or total initial order) once all the Services and Materials have been completed / provided. | ||
Each invoice shall be payable by The Client within 30 days of the date of invoice from Scottish Biomedical. | ||
Payment shall be deposited by electronic transfer to Scottish Biomedicals bank account: [] |

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SUBSCRIBED for and on behalf of SCOTTISH BIOMEDICAL LIMITED at Glasgow on the day of 2005 by its Director before the following witness: | /s/ Stephen Hammond | |||
Witness Name | /s/ illegible signature | Witness | ||
Occupation: Principal Scientist | ||||
SUBSCRIBED for and on behalf of Nura Inc. at Seattle on the 25th day of February, 2005 by Patrick Gray its Chief Executive Officer before the following witness:- | /s/ Patrick Gray | |||
Witness Name: Mark Benjamin Witness | /s/ Mark Benjamin | |||
Address 1124 Columbia Street, Seattle, WA, 98034 USA | ||||
Occupation Chief Business Officer, Nura Inc. |

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Module 1 | Provision of Purified Human PDE10Al, Assay Details and Technical Support | |
[] | ||
Module 2 | Provision of Scottish Biomedicals [] Compound PDE10 Enriched Library | |
[] | ||
Module 3 | Human PDE1-11 Profiling, Single Point Screens | |
[] | ||
Module 4 | Human PDE1-11 profiling, Comprehensive IC50 Determination | |
[] | ||
Module 5 | Purchase of Scottish Biomedicals [] Compound PDE10 Enriched Library | |
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