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Research Collaboration and Service Agreement
Research Collaboration and Service Agreement (142K)
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RESEARCH COLLABORATION AND SERVICE AGREEMENT/1/
(EXECUTION COPY)
THIS COLLABORATION AGREEMENT (together with the attached Exhibits, the
"Agreement") is made as of March 29, 1999 (the "Effective Date") by and among
Genetics Institute, Inc., a Delaware corporation with a business address at 87
Cambridge Park Drive, Cambridge, Massachusetts 02140 ("GI"), and Cambridge
Antibody Technology Limited ("CAT"), with a business address at The Science
Park, Melbourn, Cambridgeshire, SG8 6JJ, UK.
1. Background.
WHEREAS, CAT is an entity in the field of rapid human antibody discovery,
engineering and other related activities,
WHEREAS, GI is an entity working in the field of drug discovery, and
WHEREAS, CAT and GI wish to enter into this research collaboration and contract
research arrangement on the terms and conditions set forth in this Agreement.
2. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below.
2.0 "Ab Engineering Services" means the antibody engineering services
contemplated by Article 21 hereof.
2.1 "Accepted Antigen" means (a) the antigens set forth in Exhibit A
hereof and (b) any Additional Target Antigen accepted by the RMC
pursuant to Section 3.3(b).
2.2 "Additional Target Antigens" means those additional target antigens
offered by GI or CAT to the RMC for consideration for inclusion in the
Product Collaboration pursuant to Section 3.3 hereof.
2.3 "Affiliate" means any corporation, company, partnership, joint venture
and/or firm which controls, is controlled by or is under common
control with a Party. For purposes of this Section 2.3, "control"
means (a) in the case of corporate entities, direct or indirect
ownership of at least fifty percent (50%) of the stock or shares
entitled to vote for the election of directors; and (b) in the case of
non-corporate entities, direct or indirect ownership of at least fifty
percent (50%) of the equity
_______________________
/1/ [***] indicates that text has been deleted, which is subject to a
confidential treatment request. This text has been filed with the SEC on a
supplemental basis.
{PAGE}
interest with the power to direct the management and policies of such
noncorporate entities.
2.4 "Antibody" or "Ab" means a molecule or a gene encoding such a
molecule, developed or identified in performance of the Product
Collaboration or Contract Research Program, as applicable, and
comprising or containing one or more immunoglobulin variable domains
or parts of such domains or any fragments, variants, modifications or
derivatives thereof.
2.5 "Available Abs" means any Collaborative Ab selected by the RMC for
inclusion in the Selection Pool.
2.6 "CAT" shall mean Cambridge Antibody Technology Limited.
2.7 "CAT Ab" means any Available Ab selected by CAT pursuant to Article 9
hereof.
2.8 "CAT Background IP" shall mean all patents and patent applications of
CAT (including those licensed to CAT by a third party which CAT has
the right to sublicense hereunder), which relate to an Antibody,
Accepted Antigen or a Collaborative Ab, and are reasonably necessary
to research, develop, use, register, import, manufacture, have
manufactured, formulate, fill and finish, distribute and/or sell
Licensed Product(s).
2.9 "CAT Library Technology" means the collection of bacteriophages each
of which displays an Antibody or a collection of host cells containing
such collection of bacteriophages possessed by CAT as of the date GI
exercises its Library Option pursuant to Section 20.1.
2.10 "CAT Background Technology" shall mean any proprietary information or
materials, patentable or otherwise, of CAT (including that licensed to
CAT by a third party which CAT has the right to sublicense hereunder,
excluding those Independent Developments described in Section 3.1(c)),
which relate to an Antibody, Accepted Antigen, or Collaborative Ab,
and are necessary to research, develop, use, register, import,
manufacture, formulate, fill and finish, distribute and/or sell
Licensed Therapeutic Product(s) and Licensed Diagnostic Product(s),
including, without limitation, scientific discoveries and results,
developments, preclinical data, clinical data, regulatory filings and
records related thereto. The Parties acknowledge that it is not their
intention that CAT Background Technology include general proprietary
research tools or technologies used to make discoveries or
formulations, process development and/or manufacturing technologies
that are not specifically and solely related to the Collaborative Ab.
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Wyeth
As referenced in this Research Collaboration and Service Agreement:
WYETH- – and
7.1.3.
{PAGE}
EXHIBIT G
PRESS RELEASE
FOR IMMEDIATE RELEASE
07.30 a.m. Tuesday 30 March 1999
CAMBRIDGE ANTIBODY TECHNOLOGY & WYETH- AYERST
LABORATORIES FORM MAJOR ALLIANCE
Wyeth-Ayerst signs broad deal to harness CAT's technologies
for target validation and therapeutic product development
Melbourn,
_____________
Wyeth- – G
PRESS RELEASE
FOR IMMEDIATE RELEASE
07.30 a.m. Tuesday 30 March 1999
CAMBRIDGE ANTIBODY TECHNOLOGY & WYETH-AYERST
LABORATORIES FORM MAJOR ALLIANCE
Wyeth- Ayerst signs broad deal to harness CAT's technologies
for target validation and therapeutic product development
Melbourn, UK and Cambridge, Mass...Cambridge Antibody
_____________
Wyeth- – validation and therapeutic product development
Melbourn, UK and Cambridge, Mass...Cambridge Antibody Technology Group plc
("AT") (LSE : CAT"), and the research division of Wyeth- Ayerst Laboratories -
Wyeth Ayerst Research (NYSE : AHP), today announced that they have entered into
an agreement for the broad application of CAT's
_____________
Wyeth – product development
Melbourn, UK and Cambridge, Mass...Cambridge Antibody Technology Group plc
("AT") (LSE : CAT"), and the research division of Wyeth-Ayerst Laboratories -
Wyeth Ayerst Research (NYSE : AHP), today announced that they have entered into
an agreement for the broad application of CAT's function genomics and
_____________
Wyeth – broad application of CAT's function genomics and antibody
engineering expertise the discovery and development of new therapeutics based on
targets identified by Wyeth Ayerst.
Summing up the alliance Dr. Steven C. Clark, Senior Vice President, Discovery
Research, Eyther-Ayest Research commented:
"CAT has developed powerful technologies
_____________
dt 264778
;
CATG
As referenced in this Research Collaboration and Service Agreement:
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – have
signed this Agreement as a document under seal as of the Effective Date.
GENETICS INSTITUTE, INC.
By
Print Name
Title
duly authorized
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
By
Print Name
Title
duly authorized
46
{PAGE}
IN WITNESS WHEREOF, duly-authorized representatives of the parties have
signed this Agreement as
_____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – have
signed this Agreement as a document under seal as of the Effective Date.
GENETICS INSTITUTE, INC.
By
Print Name
Title
duly authorized
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
By
Print Name
Title
duly authorized
Final Draft - Research Collaboration and Service Agreement
47
{PAGE}
EXHIBIT A
ACCEPTED ANTIGENS
[***]
{PAGE}
EXHIBIT B
_____________
.Cambridge Antibody Technology Group – ALLIANCE
Wyeth-Ayerst signs broad deal to harness CAT's technologies
for target validation and therapeutic product development
Melbourn, UK and Cambridge, Mass...Cambridge Antibody Technology Group plc
("AT") (LSE : CAT"), and the research division of Wyeth-Ayerst Laboratories -
Wyeth Ayerst Research (NYSE : AHP), today announced that they have entered
_____________
dt 264984
;
Citicorp USA
As referenced in this Research Collaboration and Service Agreement:
Citicorp USA Inc – 1) Benchmark payments offered by any third party and accepted
by CAT for the Licensed Product must [***]. The discount
rate [***] will be the Citicorp USA Inc . prime rate at
time of negotiation [***]. For the purpose of calculating
[***] under this Section 12.2(b) the following
20
{PAGE}
timing
_____________
dt 259641
;
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Dyax
As referenced in this Research Collaboration and Service Agreement:
Dyax Corp – calculations, see Exhibit F for the applicable text of
the MRC License.
2. Therapeutic Antibodies Agreement, dated December 31, 1997, between CAT and
Dyax Corp ., with a royalty rate of [***] as may be amended from time to
time (the "Dyax License").
3. Diagnostic Antibodies Agreement, dated December
_____________
Dyax Corp – of [***] as may be amended from time to
time (the "Dyax License").
3. Diagnostic Antibodies Agreement, dated December 31, 1997, between CAT and
Dyax Corp ., with a royalty rate of [***] as may be amended from time to
time (the "Dyax License").
{PAGE}
EXHIBIT C
ProAb Tissue
------------
[***]
It
_____________
dt 264175
;
Genetics Institute, Inc.;
Cambridge Antibody Technology Limited
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Preview
Full Doc
| 2000 |
Servicing Agreement
Servicing Agreement (2,177K)
Doc #2336128: Click preview link for longer preview.
GMAC MORTGAGE CORPORATION
as Servicer,
GMACM HOME LOAN TRUST 2000-HLTV2,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
-------------------------
SERVICING AGREEMENT
Dated as of August 29, 2000
------------------------- . . .
2336128
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Wyeth
As referenced in this Servicing Agreement:
WYETH – 5 $717.00 $49,928.83
ENTERPRISE AL 36330
6091540 00HLTV2-7 812 652137073 001
WILLIAM J. PERDUE, JR. 300 05/08/2000 06/01/2025 $27,000.00
112 WYETH DRIVE 07/01/2000 15.25 $351.07 $26,984.01
HARVEST AL 35749
6091565 00HLTV2-7 812 652137266 001
LESLIE J GREEN 180 05/08/2000 06/01/2015 $
_____________
dt 1491851
;
Fannie Mae
As referenced in this Servicing Agreement:
Fannie Mae – bond in respect of its officers, employees or agents. Each such policy or
policies and fidelity bond shall be at least equal to the coverage that would be
required by Fannie Mae or Freddie Mac, whichever is greater, for Persons
performing servicing for mortgage loans purchased by such entity.
{PAGE}
Section 3.14 Information Required by the Internal Revenue Service and
_____________
dt 1608921
;
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 BNY
As referenced in this Servicing Agreement:
BANK OF NEW YORK
– 1
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}SERVICING AGREEMENT
{TEXT}
EXHIBIT 4.1
EXECUTION COPY
================================================================================
GMAC MORTGAGE CORPORATION
as Servicer,
GMACM HOME LOAN TRUST 2000-HLTV2,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
-------------------------
SERVICING AGREEMENT
Dated as of August 29, 2000
-------------------------
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
ARTICLE I Definitions...............................................................2
{S} {C} {C}
Section 1.01 Definitions............................................................
_____________
Bank of New York, – dated as of August 29, 2000 (the "Agreement"),
is among GMAC Mortgage Corporation, as servicer (the "Servicer"), the GMACM Home
Loan Trust 2000-HLTV2, as issuer (the "Issuer"), and The Bank of New York, as
indenture trustee (the "Indenture Trustee").
WITNESSETH:
WHEREAS, pursuant to the terms of the Purchase Agreement (as defined
herein), GMAC Mortgage Corporation, as seller (in such capacity, the "Seller"),
_____________
Bank of New
York, – the Closing Date, the Indenture Trustee shall establish and
maintain on behalf of itself one or more segregated trust accounts, which
shall be Eligible Accounts, titled "Pre-Funding Account, The Bank of New
York, as Indenture Trustee for GMACM Home Loan Trust 2000-HLTV2" (the
"Pre-Funding Account"). On the Closing Date, the Seller shall deposit into
the Pre-Funding Account an amount
_____________
Bank
of New York, – the Closing Date, the Indenture Trustee shall establish and
maintain on behalf of itself one or more segregated trust accounts, which
shall be Eligible Accounts, titled "Capitalized Interest Account, The Bank
of New York, as Indenture Trustee for GMACM Home Loan Trust 2000-HLTV2"
(the "Capitalized Interest Account"). The Indenture Trustee shall, promptly
upon receipt, deposit in the Capitalized Interest Account and retain
_____________
Bank of New York, – Depositor
in writing to discontinue such filings.
ARTICLE V
Note Payment Account
Section 5.01 Note Payment Account. The Indenture Trustee shall establish and
maintain an Eligible Account entitled "The Bank of New York, as Indenture
Trustee, for the benefit of the Securityholders, the Certificate Paying Agent
and the Credit Enhancer, pursuant to the Indenture, dated as of August 29, 2000,
between GMACM
_____________
dt 1659634
;
Freddie Mac
As referenced in this Servicing Agreement:
Freddie Mac, – of its officers, employees or agents. Each such policy or
policies and fidelity bond shall be at least equal to the coverage that would be
required by Fannie Mae or Freddie Mac, whichever is greater, for Persons
performing servicing for mortgage loans purchased by such entity.
{PAGE}
Section 3.14 Information Required by the Internal Revenue Service and
Reports of Foreclosures
_____________
dt 1639618
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