Consulting Agreement Research

							                      THE SCRIPPS RESEARCH INSTITUTE
                 UNIFORM CONSULTING AGREEMENT PROVISIONS

1.      All arrangements and agreements in which a member of the staff of The Scripps Research
Institute ("TSRI") provides consulting services to any third party or entity (hereafter referred to
as a "Company") shall refer to these Uniform Consulting Agreement Provisions ("Uniform
Provisions") by attaching these Uniform Provisions to the consulting agreement or including
these Uniform Provisions verbatim in the consulting agreement. These Uniform Provisions are
hereby incorporated into the consulting agreement between the Company and the TSRI staff
member (“Consultant”). If anything in an agreement to provide consulting services between
Company and Consultant is inconsistent with these Uniform Provisions, these Uniform
Provisions shall govern and control. No consulting agreement shall be effective unless it is
subject to these Uniform Provisions and is approved in writing by TSRI’s management.

2.      TSRI staff members shall spend no more than a total of ten percent (10%) of their
professional time and effort in consulting services for all Companies. Consulting agreements
shall specify the amount of time to be expended in consulting for the Company. Consulting fees
shall be paid directly to the Consultant.

3.     TSRI’s name, trademarks, logos or reputation shall not be publicized or exploited directly
or indirectly by the Company. Neither Company nor Consultant shall use any services,
personnel, facilities, equipment or intellectual property of TSRI in performing consulting
services. In addition, the consulting services to be performed by Consultant shall not involve
any research or laboratory work.

4.     Consultant's right, title and interest in and to inventions, discoveries and developments
arising from Company funded consulting services made solely or jointly with Company
employees or agents may be assigned to the Company, provided that all of the provisions in
Section 5 below are not applicable.

5.     Company shall not obtain any right, title or interest in or to any invention, discovery,
development, improvements or other work of Consultant (collectively “Invention”) which:
(a) was conceived, reduced to practice, prepared, written, published, or submitted for publication
by Consultant before the effective date of the consulting agreement; (b) was at any time
conceived, reduced to practice, prepared, written, published or submitted for publication outside
the scope of the consulting agreement or independent of the consulting services performed
hereunder; (c) is the result of work conducted by other TSRI staff members or otherwise within
TSRI; and/or (d) is subject to Consultant's obligation to assign to TSRI.




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6.      The Company agrees that it shall not request Consultant to disclose to the Company or to
any other party any confidential or proprietary information or materials of TSRI or of other third
parties in TSRI’s possession or control. Consultant further agrees not to disclose or otherwise
disseminate to Company or any other party as part of the consulting services any of TSRI’s
confidential or proprietary information or materials or that of third parties in TSRI’s possession
or control.

7.      In the event a dispute arises about whether TSRI has any rights in an Invention that
Company claims to own, the determination of inventorship, conception and/or reduction to
practice shall be determined jointly by patent counsel for TSRI and patent counsel for Company,
according to the United States patent laws. In the event such patent counsel cannot mutually
agree, then the determination shall be by a qualified, independent patent lawyer nominated by
TSRI and approved by Company, which approval shall not be unreasonably withheld or delayed.
The independent patent attorney shall serve as a sole arbitrator, to whom TSRI and Company
shall submit their evidence and arguments. If Company does not approve the appointment of the
independent patent lawyer selected by TSRI, then the San Diego County Superior Court shall
appoint an independent patent lawyer with at least ten (10) years experience in arbitrating or
mediating inventorship disputes to serve as the arbitrator. TSRI and Company shall each pay
fifty percent (50%) of the fees and costs of the independent patent attorney. The arbitrator may
interview any persons and review any documents which the arbitrator deems necessary or proper
to reach a determination. The arbitrator’s determination shall be binding upon TSRI and
Company; provided, however, if a different determination is made later by the United States
Patent and Trademark Office or by a United States court in proceedings initiated by a third party
(other than TSRI or Company), and TSRI and Company are given an opportunity to participate
in such proceedings, then TSRI and Company hereby agree to be bound by such different
determination.

8.      Nothing in the consulting agreement shall limit or be construed to limit or impair in any
way the right of Consultant or TSRI to use or publish information which (a) was in the public
domain before the consulting services were performed; (b) was developed or acquired
independently of the Company or TSRI; (c) is covered under Section 5 above; and/or
(d) becomes part of the public domain without Consultant’s breach of any confidentiality
obligations owed to Company or TSRI.

9.       The Company shall indemnify, defend and hold harmless TSRI and its trustees, officers,
employees, affiliates, representatives, successors and assigns from all claims, damages,
liabilities, losses, judgments and other expenses, including without limitation reasonable
attorney’s fees and costs, whether or not a lawsuit or other proceeding is filed (“Claims”), that
arise out of or relate to the consulting agreement, any services performed by Consultant for the
Company, or Company’s use of any work or materials performed or developed by Consultant.
Company shall not enter into any settlement of such Claims that imposes any obligation on TSRI
or that does not unconditionally release TSRI from all liability without TSRI’s prior written
consent. This indemnity shall be a direct payment obligation and not merely a reimbursement
obligation of Company to TSRI.

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10.     Upon termination of the consulting services, Consultant shall, upon Company’s request,
leave all notes and records of his/her consulting services with Company, but shall be entitled to
retain one (1) copy thereof for archival purposes, subject to his/her confidentiality obligations to
the Company.

11.    If the Company requests Consultant to testify in any expert witness capacity, whether in
Court, deposition or otherwise, the Company shall pay the Consultant for all time spent in
preparing for and/or in giving such testimony at a rate no lower than a pro rata fee commensurate
with the consulting fee set forth in the consulting agreement, adjusted for inflation, and in
addition, shall pay all lodging, travel, meals and other actual costs incurred by Consultant in
connection with such testimony.

12.    The consulting agreement and these Uniform Provisions shall be construed and enforced
according to United States patent laws and the substantive laws of the State of California without
application of its conflicts or choice of law rules. Sections 3, 5, 6, 7, 8, 9 and 10 of these
Uniform Provisions shall survive the expiration or termination of the consulting agreement.

       Company and Consultant hereby agree to the above Uniform Provisions.

Company

By:________________________

Title:______________________

Date:______________________

Consultant

By:________________________

Date:_______________________


Acceptance: TSRI hereby accepts the above Uniform Provisions as part of the consulting
agreement.

The Scripps Research Institute

By:________________________
     Emily Holmes, Ph.D.

Title: Vice President, Research Services

Date:______________________

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