RESEARCH COLLABORATION AGREEMENT

RESEARCH COLLABORATION AGREEMENT This Research Collaboration Agreement (this “Agreement”) having an effective date of , 2003 (the “Effective Date”), is made between the Novartis Institute for Functional Genomics, Inc. d.b.a. the Genomics Institute of the Novartis Research Foundation, located at 10675 John Jay Hopkins Drive, San Diego, CA 92121, (“GNF”), and , located at (“Institution”) under the following terms and conditions. 1. Research Project. GNF and the Institution desire to undertake collaborative research activities for the purpose of (the “Research Project”). The respective contributions of GNF and the Institution to the Research Project are described in the Statement of Work set forth in Attachment A to this Agreement, which is incorporated herein by reference. The Principal Investigator for the Institution will be , a faculty member of the Institution. The Principal Investigator for GNF will be Dr. Sumit K. Chanda. The Research Project shall not exceed the scope of work set forth on Attachment A. However, Dr. and Dr. may, by written agreement, make modifications to Attachment A that do not significantly alter its scope, as they believe appropriate. Any significant changes to Attachment A must be made in writing and must be approved in writing by duly authorized representatives of GNF and Institution. 2. Transfer of Materials Among Parties. Biological and other research materials, as hereinafter defined, may be transferred between GNF and the Institution in connection with the Research Project. The following terms shall govern any transfer of materials pursuant to the Research Project. 2(a) In General. It is expected that GNF will transfer to the Institution materials developed outside the course of the Research Project as set forth in Attachment A. In addition, other materials developed during the course of the Research Project may be transferred between the parties as part of the Research Project. Materials purchased or developed solely by GNF, whether before or after the Effective Date, will be owned solely by GNF (“GNF Materials”); materials developed solely by Institution, whether before or after the Effective Date, will be owned solely by Institution (“Institution Materials”); materials developed jointly by researchers at GNF and the Institution in connection with the Research Project will be owned jointly by the Institution and GNF (“Jointly Developed Materials”). All of the foregoing materials are sometimes hereinafter referred to as Research Materials, singly or collectively. Each Party’s Research Materials shall be the original Material as defined above plus progeny (unmodified descendant from Material, such as virus from a virus, or cell from a cell) and unmodified derivatives (substances created by Applicant that constitute an unmodified functional subunit or expression product of the original Material) of the Material. Each Party shall not distribute the other Party’s Materials to any third party without the express written consent of the Party that owns the Materials. 2(b) Research Materials. All Research Materials transferred in connection with the Research Project are experimental in nature and shall be used with prudence and appropriate caution, since not all of their characteristics are known. ALL RESEARCH MATERIALS ARE PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. A party providing its Research Materials makes no representation or warranty to the receiving party that the use of such Research Materials will not infringe any patent or other proprietary right. However, the Institution represents and warrants to GNF that there are no rights or obligations owed by the Institution to any third party that may restrict or impair GNF’s use of the Institution Materials as contemplated by this Agreement, or that may result in the pre-commitment of any inventions or discoveries made by GNF, alone or jointly with the Institution, through use of the Institution Materials as contemplated by this Agreement; and GNF represents and warrants to the Institution that there are no rights or obligations owed by GNF to any third party that may restrict or impair the Institution’s use of the GNF Materials as contemplated by this Agreement. Any representations or warranties made in connection with the foregoing and under this Agreement are limited to and shall be binding upon use of the Research Materials for non-commercial research and development purposes only. 2(c) Legal Title; Use. Legal title to and ownership of any Research Materials transferred hereunder shall be unaffected by this Agreement or the transfer made hereunder. The Institution will use GNF Materials only in work done in the course of the Research Project, and only in the laboratory of the Institution’s Principal Investigator in research by laboratory personnel under that Principal Investigator’s immediate and direct control. GNF will use Institution Materials only in work done in the course of the Research Project, and only in the laboratory of GNF’s Principal Investigator in research by laboratory personnel under that Principal Investigator’s immediate and direct control. Subject to the provisions of Section 2(c), Jointly Developed Materials may be used by either party without restriction. 2(d) Limitations. Research Materials transferred under this Agreement are provided only for use in animals or in vitro. Research Materials transferred under this Agreement will not be used in humans, including for purposes of diagnostic testing. Any use of Research Materials by the transferee, other than in accordance with this Section 2, is a material breach of this Agreement for purposes of the termination provisions of Section 8, below. 3. Confidentiality. Subject to Section 5 below, during the term of this Agreement and for a period of five (5) years thereafter, each party shall cause all information that is disclosed to it by the other party in connection with the Research Project and is identified in writing as confidential by the disclosing party, (“Confidential Information”) to be treated according to the same internal confidentiality procedures and with the same degree of care regarding its confidentiality as the party receiving the disclosure treats similar information of its own within its organization. Confidential Information does not include information that (i) is or later becomes available to the public through no fault of the receiving party or its representative; (ii) is obtained from a third party who had the legal right to disclose the information; (iii) as of the date of disclosure, is already in the possession of the party to whom disclosure is made (and such prior possession can be properly demonstrated by the receiving party); (iv) is required to be disclosed by law, government regulation, rule, act or court order (but only to the extent so required); or (v) is independently developed by a party (and such independent development can be properly demonstrated by the receiving party). 4. Results of Research Project. a. In General. Each party will submit the research results obtained from its work in connection with the Research Project to the other party. Prior to publication, information shared in accordance with this paragraph shall be treated as confidential by the party to which it is disclosed (even if not identified as confidential by the disclosing party) and shall be handled in accordance with the procedures set forth in paragraph 3, above. Results of the Research Project will be evaluated on a continuing basis by the Genomics Steering Committee of GNF (the “GSC”), with the participation of the Institution Principal Investigator. The GSC will determine what follow-up work should be done and by which party, and Attachment A shall be amended accordingly. GNF Functional Genomics Collaboration Agreement v. 1/04 Page 2 of 7 b. Inventions. For purposes of this Agreement, an “Invention” is any invention or discovery, whether patentable or non-patentable, that is conceived or reduced to practice in the course of and during the performance of the Research Project. Inventorship of Inventions will be determined in accordance with principles of U.S. patent law. In the case of a non-patentable Invention, inventorship will be determined by treating such Invention as if it were patentable. If an Invention is made by one or more inventors all of whom are required to assign rights in the Invention to a single party (a “Sole Invention”), the Sole Invention shall be the property of that party. If an Invention is made by more than one inventor, and at least one inventor is required to assign rights in the Invention to GNF and at least one inventor is required to assign rights in the Invention to Institution, the Invention shall be jointly owned by the parties who are assigned rights in the Invention (a “Joint Invention”). Institution and GNF may pursue joint patent protection of Joint Inventions. If either party chooses not to file a patent application on a Joint Invention, the other party may do so at its own expense. In any event, the relinquishing Party and its Affiliates shall retain all research use licenses granted herein including sublicensing rights. c. Commercialization of Inventions. (i) Notwithstanding any licenses granted under Section 4(c)(ii) below, and subject to paragraph (4a) above, each Party shall have an unrestricted right to use for its own internal research purposes all research results, including without limitation any Institution Invention, any GNF Invention, and any Sole or Joint Invention obtained from the Research Project. (ii) If GNF identifies a therapeutic application of the results of the Research, including but not limited to lead compounds or novel targets or uses thereof (hereinafter “Therapeutic Invention”), GNF may offer an exclusive license to such Therapeutic Invention (which may be a GNF Sole Invention or a Joint Invention) to Novartis Pharma AG, with offices in Basel, Switzerland (hereafter “ Novartis”). If the Therapeutic Invention is a Joint Invention, then such license offer to Novartis shall be subject to any obligations of the Institute to the U.S. government. If Novartis accepts such license, Institution shall receive an equitable share of any resulting financial benefits received by GNF, to be negotiated in good faith between the Parties. If Novartis declines such license, then GNF and Institution shall negotiate in good faith regarding the commercialization of such Invention. (iii) For any Therapeutic Invention that is also an Institution Sole Invention, Institution shall grant to GNF an exclusive option to an exclusive commercial license, under any Invention arising directly from the course of the Research. Such option period shall end on the earlier of 1) ninety (90) days after the filing of a patent application to protect said Invention or 2) six (6) months after the expiration of this Agreement. If GNF exercises its option during this period, the parties shall then negotiate the terms of the license in good faith. Institution shall not offer or disclose such Sole Invention to any third party until GNF declines the exclusive option in writing or the option period expires. GNF shall have the right under such license to sublicense to Novartis Pharma AG and its Affiliates. “Affiliates” shall mean any corporation or business entity controlled by, controlling or under common control with Provider, control being the ownership of greater than 30% of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity. (iv) For all Inventions other than Therapeutic Inventions, each of Institution and GNF separately reserves the right to license its interest in an Institution Invention and a GNF Invention, respectively, except that each Party will grant the other a royalty free, non-exclusive license with the right to sublicense, under any patent or patent application for said Invention. If GNF grants an exclusive license GNF Functional Genomics Collaboration Agreement v. 1/04 Page 3 of 7 under an Invention claiming a target identified using the results of the research to Novartis, and as a result Novartis commercializes a product that could not have been made but for the contribution of Institution, Novartis will, through GNF, pay Institution a single lump sum of up to two hundred and fifty thousand dollars US ($250,000 USD), the exact amount and payment schedule to be negotiated in good faith taking into account the relative contributions of the parties. It is understood, however, that Novartis shall not be obligated to make more than one $250,000 payment per patent or patent application (even if such patent or patent application claims multiple genes). If Institution licenses a target identified using the results of the research to a third party, and as a result said third party commercializes a product that could not have been made but for the contribution of GNF, Institution will pay GNF a sum of up to two hundred and fifty thousand dollars US ($250,000 USD), the exact amount and payment schedule to be negotiated in good faith taking into account the relative contributions of the parties. 5. Publication. It is contemplated that all results of the Research Project will be jointly published. If Institution desires to publish or otherwise publicly disclose the results of the Research Project, Institution shall provide to the GNF a written copy of this proposed disclosure at least thirty (30) days prior to disclosure to allow for patent protection. The delay in publication may be extended an additional sixty (60) days if a patent application is to be filed. The parties agree to abide by policies of journals in which publications will appear as to such matters as the public release of availability of data or biological materials relating to the publication. Authorship of results of the Research Project will be determined in accordance with academic standards and custom. Each party will not publish Confidential Information received from the other party (not to include information and data generated in the course of the Research Project) without such other party’s consent. 6. i. Responsibilities of the Parties. Each party is responsible and liable to the other party only for its own acts and omissions, and the acts and omissions of its trustees, directors, officers, employees, and agents, relating to the Research Project or to any Research Materials that have been transferred to it in connection with the Research Project. GNF agrees to indemnify, defend with counsel acceptable to the Institution, and hold Institution and its respective trustees, directors, officers, employees, and agents harmless from, and the Institution agrees to indemnify, defend with counsel acceptable to GNF, and hold GNF and its directors, officers, employees, and agents harmless from, any claim, liability, cost, expense, damage, deficiency, loss or obligation, of any kind or nature (including without limitation, reasonable attorneys’ fees) (collectively, “Claims”) resulting from the indemnitor’s acts or omissions, or those of its trustees, overseers, directors, officers, employees, or agents, under, arising out of or otherwise related to this Agreement, the Research Project or the Research Materials transferred in connection with the Research Project, except to the extent such Claim arises out of the gross negligence or intentional wrongdoing of the party seeking indemnification or that of its trustees, directors, officers, employees or agents. Each party warrants and represents to the other that there are no rights or obligations owed by it to any third party that may restrict or impair the other’s use of Inventions, research results, and Materials as contemplated by this Agreement. The Institution’s Principal Investigator has not, and, while this Agreement is in effect shall not, enter into other research agreements or consulting agreements or obligations with any other company, corporation or other commercial third party that would directly conflict with the rights granted to GNF hereunder or with the Research Project. Page 4 of 7 ii. GNF Functional Genomics Collaboration Agreement v. 1/04 iii. Institution warrants and represents that all individuals participating in the Research Project on their behalf are under an obligation to assign all rights to any Invention they may develop to Institution. 7. Compliance with Laws and Regulations. All research done in connection with the Research Project, including all use of Research Materials transferred hereunder, will be done in compliance with all laws, governmental regulations and guidelines, including without limitation current NIH guidelines and any regulations or guidelines pertaining to research with recombinant DNA that may be applicable. 8. Term of Agreement; Duration of Research Project. This Agreement shall take effect on the date set forth above (the “Effective Date”). This Agreement shall continue in effect until the earlier of the second anniversary of the Effective Date or the completion or termination of the Research Project. In the event of a material breach of this Agreement by a party, the non-breaching party may terminate the Research Project and this Agreement following fifteen (15) days’ written notice to the other party and failure to cure the breach by the breaching party during such 15-day period. If the Research Project and this Agreement are terminated, GNF Materials and Confidential Information received pursuant to this Agreement by the Institution shall, at the request of GNF, be returned to GNF or properly destroyed, and Institution Materials and Confidential Information received pursuant to this Agreement by GNF shall, at the request of the Institution, be returned to the Institution or properly destroyed, except that one copy of Confidential Information may be retained for archival and compliance purposes. The terms of Sections 2, 4, 5, 6, and 10 and of Section 3 as specified therein, and of this sentence and the preceding sentence, shall survive any termination of this Agreement. 9. Notices. Any notice or communication required or permitted to be given hereunder shall be in writing and, except as otherwise expressly provided in this agreement, shall be deemed given and effective (i) when delivered personally, by telex or telecopier or (ii) when received if sent by overnight express or mailed by certified, registered or regular mail, postage prepaid, addressed to a party at its address set forth below (or to such other address as such party may designate by written notice to the other): If to Institution, ____________________ Attention: _ __________ _ ___________________ _ ___________________ Fax: _ _______________ If to GNF: Genomics Institute of the Novartis Research Foundation Attention: Legal Department 10675 John Jay Hopkins Drive San Diego, CA 92121 GNF Functional Genomics Collaboration Agreement v. 1/04 Page 5 of 7 Fax: (858) 812-1981 10. Assignment. This Agreement cannot be assigned, sold, transferred or encumbered in any manner by any party hereto without the express written consent of the other party except to its successors in title or business if such assignment occurs in connection with the sale or transfer of all or substantially all of its business and assets to which this Agreement pertains. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California, without reference to its choice-of-law doctrines. 12. Entire Agreement. This Agreement, including all Exhibits referenced herein, shall be the complete Agreement of the parties hereto and shall supersede all prior agreements and understandings, oral or written, between the parties respecting the subject matter hereof. IN WITNESS HEREOF, the parties have executed this Agreement as of the dates set forth below. INSTITUTION NOVARTIS INSTITUTE FOR FUNCTIONAL GENOMICS By: Name: Title: Date: By: Name: Title: Date: The undersigned Principal Investigators agree to undertake the project in accordance with the provisions hereof: Principal Investigator Institution Principal Investigator GNF GNF Functional Genomics Collaboration Agreement v. 1/04 Page 6 of 7 ATTACHMENT “A” DESCRIPTION OF RESEARCH PROJECT Scenario I: Institution has designed an assay GNF provides CDNAs (siDNAs, siRNAs) Institution runs assay, gives results to Genomics Steering Committee GSC selects clones for follow-up Follow-up experiments done at GNF and/or Institution GNF Functional Genomics Collaboration Agreement v. 1/04 Page 7 of 7