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Drug Development Agreement

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Agreement to develop pharmaceutical products

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									                                  Development Agreement

        THIS DEVELOPMENT AGREEMENT is entered into as of the date set forth below
(the “Effective Date”) by and between
(“Developer”), and

                                      ("Sponsor").

                                           RECITALS:

       A .Developer has expertise in biochemical techniques for drug detection devices;

        B.     Sponsor desires to sponsor the development of certain technology by Developer
for the production of                                                            ;

       C.      Sponsor and Developer desire to enter into an agreement by which Developer will
develop the                           on Sponsor’s behalf, and Sponsor will acquire the
       and the related technology, in exchange for payments based on sales of products
incorporating the                           (the “Project”);

      NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
covenants set forth below, the parties hereby agree as follows:

1.    Definitions

        1.1 “Project Compounds” means all those Compounds developed or produced by or on
behalf of Developer pursuant to this Agreement, and all monoclonal antibodies derived from the
Compounds.

         1.2 “Technology” means all technology, and any patent rights thereto, reduced to practice
and owned by Developer or to which Developer has rights, now or in the future, relating (a) to
the development and production of the Project Compounds, (b) to monoclonal antibodies derived
from the Project Compounds, (c) to methods for causing Compounds to secrete antibodies, and
(d) to related immunoassay methods.

        1.3 “Improvements(s)" means any technology and patents thereto for use in the field of
detection of drugs of abuse, developed by Developer and that represents an improvement or
enhancement of the Technology.

        1.4 "Net Sales" means, with respect to the Products, the invoiced sales price of such
Product billed to customers, less (a) to the extent such amounts are included in the invoiced sales
price, actual credit allowance to such customers for spoiled, damaged, out-dated and returned
Product; (b) actual freight and insurance costs incurred in transporting such Product to such
customers; (c) quantity and other trade discounts actually allowed and taken; (d) sales,
value-added and other direct taxes incurred; (e) customs duties and surcharges and other
governmental charges incurred in connection with the exportation or importation of such product



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in final form, and (f) legally mandated rebates.

      1.5 "Patent Rights" shall mean (a) all patents and patent applications heretofore or hereafter
filed or having legal force in any country, owned by or licensed to a party or to which such party
otherwise acquires rights, having one or more claims covering the Technology or the
Improvements, and (b) all divisions, continuations, continuations-in-part, reissues, renewals,
extensions or additions to any such patents and patent applications.

     1.6 "Products" means (a) all Project Compounds, (b) all monoclonal antibodies derived
from the Project Compounds, (c) all assays, assay kits, other diagnostic kits or test
configurations, the manufacture, sale or use of which utilizes any of the Technology, and (d) all
other technology, trade secrets, knowhow and other proprietary information developed in
connection with the Project
								
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