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10. Applicable Provisions. The undersigned Party acknowledges and agrees that the foregoing provisions were understood and agreed to be applicable from the outset of Party's association with Institute, and that the foregoing provisions shall remain applicable for the duration of his or her employment with Institute, an... |
11. No Solicitation. Due to the confidential and proprietary nature of the Inventions and Trade Secret to which Party has been exposed, or which Party will learn or be exposed to, while at Institute, Party agrees that during the term of his or her employment with Institute and for a period of two (2) years thereafter, ... |
12. General Provisions. |
12.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement supersedes all prior or contemporaneous agreements or understandings, whether oral or written, on the same subjects, and this agreement cannot be modified unless such modificatio... |
12.2 Severability. In the event any provision of this Agreement is found unenforceable by an arbitrator or court of competent jurisdiction, that provision will be deemed modified to the extent necessary to allow enforceability of the provision as so limited. |
12.3 Applicable Law; Jurisdiction. This Agreement will be interpreted, construed and enforced under the laws of the State of California. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in California, as applicable, for the resolution of any matter ... |
[Signatures Follow] |
I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions. |
DATED: |
DATED: |
EXHIBIT A |
Inventions Owned by Party Prior to Commencement of Employment (Attach and sign additional sheets if necessary) |
DATED: |
EXHIBIT B |
WRITTEN NOTIFICATION TO EMPLOYEE |
In accordance with California Labor Code § 2872, you are hereby notified that your Confidentiality and Invention Assignment Agreement does not require you to assign to the Company any Invention for which no equipment supplies, facility, or trade secret information of the Company was used and that was developed entirely... |
Following; is the text of California Labor Code § 2870: |
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment supplies, faci... |
(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrable anticipated research or development of the employer; or |
(2) Result from any work performed by the employee for the employer. |
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. |
I hereby acknowledge receipt of this written notification. |
Dated: |
EXHIBIT C |
TERMINATION CERTIFICATION |
This is to certify that I do not have in my possession, nor have I failed to return, any research materials or papers, laboratory notebooks, software programs, financial information, business or market information that falls within the definition of "Trade Secret" in the Confidentiality and Proprietary Rights Agreement... |
I further certify that I have complied with all the terms of the Agreement, including the provisions regarding the disclosure of Inventions and the return of materials, property or Trade Secrets. |
I further acknowledge and agree that, in compliance with the Agreement, I will keep in confidence and trust all proprietary or confidential information, including but not limited to all Inventions and Trade Secrets, and I will not disclose or use the same without the prior written consent of Institute. |
I acknowledge that I have carefully read all of the provisions of this certification and that I understand and will fully and faithfully comply with such provisions. |
DATED: |
[Not to be completed until termination of employment] |
Schedule 9.5: Press Release |
[See attached.] |
AbbVie and Calibr announce collaboration for next generation T-cell therapies Collaboration will focus on switchable CAR-T therapies aimed primarily at solid tumors |
NORTH CHICAGO, IL and LA JOLLA, CA – DATE – AbbVie (NYSE: ABBV), a research-based global biopharmaceutical company, and Calibr, a nonprofit drug discovery division of Scripps Research, today announced a collaboration to develop T-cell therapies aimed primarily at cancer, including solid tumors. |
This collaboration broadens AbbVie's oncology research to access advanced precision medicine technology to expand the development of potentially life-changing treatments for patients with cancer. |
Chimeric Antigen Receptor T-cell (CAR-T) therapies harness the power of a cancer patient's own immune system to attack and destroy cancer cells. Despite promising results in hematological malignancies, current CAR-T therapies in development for solid tumors have demonstrated limitations due to rapid activation and expa... |
"Calibr has assembled a premier scientific team and developed an innovative cell therapy technology that can take us to the next frontier of cancer treatment," says Mohit Trikha, PhD, vice president and head of Oncology Early Development at AbbVie. "The combination of AbbVie's oncology discovery and early development e... |
"We're delighted to work together with a strong partner like AbbVie to expand the impact of the CAR-T cell field to a broader range of cancers," says Peter Schultz, PhD, chief executive officer of Calibr and Scripps Research. |
Under the terms of the license agreement, AbbVie will pay Calibr an upfront license fee and gain exclusive access to Calibr's switchable CAR-T platform for a term of up to four years. The two organizations will work together to develop T-cell therapies directed to solid tumor targets identified by AbbVie. AbbVie also h... |
1 PNAS 2016, http://www.pnas.org/content/113/4/E459 |
About AbbVie |
AbbVie is a global, research and development-based biopharmaceutical company committed to developing innovative advanced therapies for some of the world's most complex and critical conditions. The company's mission is to use its expertise, dedicated people and unique approach to innovation to markedly improve treatment... |
About Calibr and Scripps Research |
Calibr is a first-of-its kind non-profit translational research Institute dedicated to creating the next generation of medicines. Part of Scripps Research and situated in the heart of San Diego's Torrey Pines Mesa biomedical research hub, Calibr is uniquely positioned to create and proliferate innovative partnerships. ... |
Scripps Research is ranked the most influential scientific institution in the world for its impact on innovation. A nonprofit research organization, Scripps expands basic knowledge in the biosciences and uses these fundamental advancements to develop profound innovations that improve well-being. Scripps researchers lea... |
For more information about Calibr and Scripps Research visit www.calibr.org and www.scripps.edu Follow @ScrippsResearch on Twitter, Facebook or LinkedIn. |
AbbVie |
Adelle Infante |
1.847.938.8745 |
adelle.infante@abbvie.com |
Calibr and Scripps Research Media Contacts |
Chris Emery |
Scripps Research |
cemery@scripps.edu |
1.858.784.2207 |
Schedule 10.2.1: Initial Disclosure Schedules |
CALIBR DISCLOSURE SCHEDULE |
This initial disclosure schedule (this "Disclosure Schedule") is being furnished by The California Institute for Biomedical Research ("Calibr") to AbbVie Ireland Unlimited Company ("AbbVie") in connection with the execution and delivery of the License Agreement between Calibr and AbbVie dated as of June 21, 2018 (the "... |
This Disclosure Schedule has been arranged, for purposes of convenience only, as separate parts corresponding to the sections of Section 10 of the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agr... |
10.2.1 - 1 |
Section 10.2.1(a) |
Certain Information necessary for Calibr to fulfill its obligations under the Agreement and for which Calibr has the right to use is in the public domain (e.g., protocols, assays and biological methodologies) and may not be patentable subject matter. |
Section 10.2.1(b) |
US patent application number 15/644,657 (CIBR-002/05US, or "the '657 application") is a continuation of US patent application number 15/363,350 (CIBR-002/04US, or "the '350 application"). When the '657 application was filed, there was an outstanding notice to file missing parts in the '350 application requiring among o... |
Reference is made to Disclosure Schedule Section 10.2.1(h)(ii). |
Section 10.2.1(e) |
Certain Information that relates to the sCAR-T Platform is not within the Calibr Know How because it is publicly available. |
Section 10.2.1(h)(ii) |
Reference is made to the Federally Funded Invention Schedule (Schedule 10.2.1(o)) with respect to international patent application number PCT/US2017/057460 (CIBR-011/01WO) with respect to the rights that the federal government has in the invention pursuant to Grant Number 1R01CA208398. |
Not-for-Profit Funding Agreement (Translation Fund) between California Institute for Biomedical Research and The Wellcome Trust Limited, dated June 30, 2017, ("Wellcome Agreement"), a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder. Under this agre... |
Calibr is a party to the following grant and funding agreements (including subaward(s) thereunder), each of which have been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, and each of which reserve certain rights to the grantor in |
respect of inventions generated under the research projects supported by the relevant funding entity: |
• American Cancer Society; Grant Number RSG-16-200-01-LIB, for the period of 1 Jan. 2017 – 31 Dec. 2020, in support of the project entitled "Switch Mediated Activation and Retargeting of CAR-T cells." Under this agreement, ACS retains step-in prosecution rights for Funded Inventions (as defined in such American Cancer ... |
• USAMRMC and USAMRAA; Contract No. W81XWH-15-1-0424, dated 21 Sept. 2015, in support of the project entitled "Redirecting Engineered T Cells Using a Small Molecule Drug: A Novel Approach for the Treatment of Metastatic Prostate Cancer." |
• Department of Health and Human Services; National Institutes of Health; Grant Number 1R01CA208398-01 REVISED, dated 19 Dec. 2016, in support of the project entitled "CAR-T cell control through orthogonal antibody-based switches." |
Reference is made to Disclosure Schedule Section 10.2.1(n). |
Section 10.2.1(i)(ii) |
US patent 9,233,125 was disclosed to AbbVie prior to January 25, 2018, and was discussed on a conference call with AbbVie Patent Counsel Changxia (Walter) Sun on February 7, 2018. As a follow-up to the call, on February 20, 2018, Calibr sent Walter Sun a list of prior art references Calibr believes to be relevant to 9,... |
Section 10.2.1(j) |
Calibr is subject to certain payment obligations to Wellcome under the Wellcome Agreement. |
Calibr is subject to certain payment obligations to the American Cancer Society under the American Cancer Society Grant with respect to the commercialization of Funded Inventions (as defined in such American Cancer Society Grant). |
Certain payment obligations may arise with respect to service providers in connection with the Calibr's performance of its Development obligations with respect to Research Target Products and CD19 Products under the Agreement. |
Section 10.2.1(n) |
Calibr's representation with respect to any materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Calibr and such Third Party is limited to Calibr's Knowledge of its agreements with such Third Parties, and Calibr makes no... |
Material Transfer Agreement by and between California Institute for Biomedical Research and Mayo Clinic, dated September 22, 2017 (the "Mayo Agreement"), a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, pursuant to which the Mayo Clinic (through ... |
Material Transfer Agreement by and between California Institute for Biomedical Research and Peter MacCallum Cancer Institute, dated October 4, 2017 (the "MacCallum Agreement"), a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, pursuant to which th... |
Material Transfer Agreement by and between California Institute for Biomedical Research and Queen Mary Institute of London, dated April 14, 2016 (the "Queen Mary Agreement"), a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, pursuant to which the ... |
Material Transfer Agreement by and between California Institute for Biomedical Research and the Reagents of the University of Minnesota, dated December 12, 2015 (the "Minnesota Agreement"), a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, pursuan... |
Work Order 001 between California Institute for Biomedical Research and WuXi Advanced Therapies (Business Unit of WuXi AppTec, Inc.) (the "WuXi Work Order 001") a copy of which has been made available to AbbVie in the due diligence data room in the "Contracts and Agreements" folder, pursuant to which WuXi Advanced Ther... |
AppTec Property" and "Service Instruments" (as defined in the WuXi Work Order 001). As of the Original Execution Date, no work has been performed pursuant to the WuXi Work Order 001. |
10.2.1 - 5 |
Schedule 10.2.1(o): Federally Funded Inventions |
International patent application number PCT/US2017/057460 (CIBR-011/01WO) discloses that the invention was made with government support under grant number 1R01CA208398 awarded by the National Institute of Health. The government has certain rights in the invention pursuant to such grant. |
Schedule 10.2.2: A&R Disclosure Schedules |
CALIBR DISCLOSURE SCHEDULE |
This A&R disclosure schedule (this "A&R Disclosure Schedule") is being furnished by The Scripps Research Institute ("Calibr") to ABBVIE GLOBAL ENTERPRISES LTD. and its Affiliates ("AbbVie") in connection with the execution and delivery of the Amended and Restated License Agreement between Calibr and AbbVie dated as of ... |
This Disclosure Schedule has been arranged, for purposes of convenience only, as separate parts corresponding to the sections of Section 10 of the A&R Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the... |
10.2.2 - 1 |
Section 10.2.2(a) |
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