08-03-03

SPONSORED RESEARCH AGREEMENT

(hereinafter referred to as the "Agreement")

B E TW E E N:

ST. MICHAEL’S HOSPITAL

30 Bond Street, Toronto, Ontario, Canada M5B 1W8

(hereinafter referred to as the "Institute")

- and -

*************

(hereinafter referred to as the "Company")

WHEREAS the Institute and its investigator ********* (“Investigator”) desire to conduct the research program ("Research Program") developed at the Institute and set out in Schedule A attached hereto and incorporated herein by reference;

AND WHEREAS the Company desires to collaborate with the Institute and is willing to fund the Research Program;

AND WHEREAS the Company desires to obtain certain rights to patents and technology resulting from the Research Program and Institute willing to grant certain rights to patents and technology resulting from the Research Program;

NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises herein contained, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I -INTERPRETATION

1.1 Definitions: For the purposes of this Agreement, the following shall have the respective meanings set out below.

(a) Intellectual Property shall mean all confidential and proprietary information developed by the Institute or the Investigator exclusively in the conduct of the Research Program and the results thereof including, without limitation, all data, results, conclusions, observations, discoveries, inventions, ideas, know-how, procedures, advancements, compounds, molecules, cell-lines, or any other intellectual property, whether or not patentable.

(b) Intellectual Property Invention shall mean any invention, discovery, biological material, or other matter of Intellectual Property which may form the subject matter of a patent.

ARTICLE II - SCOPE OF WORK

2.1 Research Program: Institute shall conduct the Research Program in accordance with Schedule A under the direction of Investigator. The parties shall comply with all applicable laws, regulations and guidelines in the conduct of this Agreement.

2.2 Technical Representative: Company's Technical Representative shall be ************ or such other representative as Company may subsequently designate in writing.

2.3 Reports: Investigator shall provide a written progress report to the Company six (6) months following the Effective Date. Investigator shall further provide a final report to the Company within sixty (60) days following the expiration or termination of this Agreement. The reports are to be used by Company for internal purposes only and shall be subject to section 6.1.

2.4 Site Visitations: Upon reasonable notice and during business hours, representatives of Company may visit the Institute for purposes of meeting and talking with personnel engaged in the Research Program and reviewing records of the Research Program. All Company representatives are subject to Institute’s policies when on the Institute’s premises and Institute retains the right to remove from its premises any person who fails or refuses to comply with Institute’s policies.

ARTICLE III - COMPENSATION

3.1 Support From Company: The Company shall pay to the Institute the sum of ********* dollars ($*******) in accordance with the budget developed for the Research Program attached as Schedule B to this Agreement and incorporated herein by reference. Unless otherwise indicated, all dollar amounts in this Agreement are expressed in Canadian funds. Company shall make payments by cheque to St. Michael’s Hospital in accordance with the following payment schedule:

Upon execution of this Agreement / $********
[INSERT DATE] / $********
[INSERT DATE] / $********
[INSERT DATE] / $********

Cheques will be sent to: [INSERT ADDRESS] Account No.:******

3.2 Title to Equipment: Institute shall retain title to all equipment, software and other materials purchased, developed, and/or fabricated by the Institute with funds provided by the Company under this Agreement.

ARTICLE IV - TERM AND TERMINATION

4.1 Term: This Agreement shall become effective on ***** (“Effective Date”) and shall remain in effect for a period of one (1) year.

4.2 Termination: This Agreement may be terminated by either party, at any time, for any reason, upon ninety (90) days advance written notice to the other party. In the event that the Investigator is unavailable or unable to continue direction of the Research Program and a replacement acceptable to both parties is not identified, either party may terminate this Agreement upon sixty (60) days advance written notice to the other. Termination shall not relieve the parties of any obligations accrued prior thereto.

4.3 Reimbursement upon Termination: In the event of early termination, Company shall reimburse Institute for all expenses incurred and funds earned up to the date of termination including all non-cancellable obligations.

4.4 Survival: Termination or expiration of this Agreement shall not affect the survival and continuing validity of section 3.2, Articles V, VI, VII, and VIII hereof, nor any other provision which is expressly or by implication intended to continue in force or to be relied upon by any party after such termination or expiration.

ARTICLE V - INTELLECTUAL PROPERTY/LICENSING RIGHTS

5.1 Ownership of Intellectual Property: All Intellectual Property arising out of or in connection with the Research Program shall be the property of the Institute.

5.2 Disclosure of Intellectual Property Inventions: Each and every Intellectual Property Invention shall be disclosed, as soon as is reasonably possible, by the Investigator to the Institute, by way of written report. Upon receipt of the Investigator’s written report, the Institute shall disclose the Intellectual Property Invention to the Company in writing with sufficient detail to allow the Company to assess the patentability of the Intellectual Property Invention ("Invention Notice"). Such Invention Notice shall be used solely to allow the Company to assess the patentability of the Intellectual Property Invention.

5.3 Patents: The Company shall have thirty (30) days from the date upon which the Company receives the Invention Notice ("Invention Notice Period") to notify the Institute in writing whether the Company will support the filing of a patent application for the Intellectual Property Invention (“Patent Notice”). Upon the expiration of the Invention Notice Period, if the Institute has not received a Patent Notice, the Institute may nonetheless file a patent application at its own expense for the Intellectual Property Invention, and the Company shall have no rights in that patent application or any subsequent patent issued in respect of the Intellectual Property Invention.

(a) Patents supported by Company: In the event that the Company sends a Patent Notice to the Institute within the Invention Notice Period, to file one or more patent applications the Institute shall cause patent applications to be filed and prosecuted in its name, at the expense of the Company, for those Intellectual Property Inventions identified in the Patent Notice ("Patent Inventions"). Such patent applications shall be for such jurisdictions as may be determined by the Company but shall be for at least Canada and the United States. The Institute shall provide the Company with i) an estimate of the cost of preparing such patent applications and shall obtain the Company’s approval of such estimate before proceeding with such applications, and ii) a copy of any such patent application.

5.4 Grant of Option: With respect to each Patent Invention, subject to the terms and conditions of this Agreement including, without limitation, sections 4.2 and 5.6, the Institute hereby grants to the Company a non-assignable option to obtain a world-wide, exclusive license to make, use or sell products incorporating any Patent Inventions under the patents or patent applications protecting such Patent Inventions ("License Option"), in accordance with the following terms:

(a) Terms and Conditions of License: Terms shall be negotiated in good faith by the parties.

(b) Option Period: The License Option shall be exercisable at any time during the period beginning with the Effective Date and ending on the date which is the earlier of (i) the date upon which this Agreement is terminated by either the Company or the Institute or (ii) the date which is thirty (30) days following the expiration of this Agreement ("Option Period").

(c) Exercise of License Option: The Company shall exercise its License Option by delivering to the Institute a written notice ("Option Notice") within the Option Period which specifies the particular Patent Inventions for which the option is being exercised.

5.5 Infringement: Each of the parties will promptly notify the other parties of any infringement or threatened infringement of any Intellectual Property and will provide reasonable assistance to the other parties in connection therewith.

5.6 Reservation of Rights: The Institute shall have full ownership rights, including, without limitation, the right to use, exploit, or dispose of any Intellectual Property including, without limitation, Patent Inventions with respect to which the Company fails to exercise a License Option pursuant to section 5.4. The Institute and Investigator each further reserves the right to use and exploit in its own name all aspects of Patent Inventions that may be subject to License Options and use same for the Institute's and Investigator’s own clinical, educational, research, administrative or other purposes which are consistent with the Institute's and Investigator’s ownership rights of Intellectual Property without any obligation to pay the Company any royalties or other compensation related thereto.

5.7 Acknowledgment as to Intellectual Property: Notwithstanding any other provision of this Agreement, the parties acknowledge that none of the parties makes any representation or warranty hereunder with respect of the following matters:

(a) whether any third party may have any right or interest in any Intellectual Property arising out of the results of the Research Program;

(b) whether any such Intellectual Property may be covered by any existing patent applications or patent issuing therefrom, or any division, continuation, reissue, reexamination or extension of any

patent application or patents issuing therefrom.

The parties further acknowledge that it may be necessary to negotiate and settle agreements with third parties in order to permit the use and exploitation of the results of the Research Program and of any Intellectual Property arising therefrom. Each of the parties shall negotiate in good faith the terms of any such agreements and shall take such steps as may be reasonably requested by the other parties to permit the exercise of the rights set forth in this Agreement.

ARTICLE VI - CONFIDENTIALITY AND PUBLICATION

6.1 Confidentiality: Confidential Information shall mean any and all written confidential and proprietary information of the Company and the Institute which may be exchanged between the parties at any time before and during the term of this Agreement including, without limitation, business and marketing information, technology, ideas, data, reports, compounds, molecules, cell lines, know-how, techniques, methods, processes, uses, composites, skills, and configurations of any kind. Subject to sections 6.2, 6.3 and 6.4, during the term of this Agreement and for a period of five (5) years thereafter, the parties shall not disclose or use the other party’s Confidential Information for any purpose other than for the performance of this Agreement.

6.2 Exceptions: The obligations of confidentiality set forth in section 6.1 shall not apply to the extent that the information (i) was already known to the relevant party without restriction at the time the information was disclosed to such party; (ii) was generally available to the public or otherwise as part of the public domain at the time of its disclosure to the relevant party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure to the relevant party through no act or omission of such party; or (iv) was disclosed to the relevant party without restriction by a third party who, to the best of such party's knowledge and belief, had no obligation not to disclose such information.

6.3 Authorized Disclosure: Each party hereto may, with the consent of the other party, disclose Confidential Information to the extent that it is reasonably necessary to comply with applicable governmental regulations or to support any application or filing with any governmental or regulatory authority or to support the filing of any patent application.

6.4 Publication: The parties agree that the Institute and Investigator shall have the right to publicly disclose the results of the Research Program whether in written, electronic or oral form, including, without limitation, scientific articles, manuscripts, abstracts, posters, slides, tapes and other visual aides, texts of any oral presentation, or any other information disclosing results of the Research Program. In order to permit Company an opportunity to determine if its Confidential Information will be disclosed, the Company shall be given thirty (30) days to review any such proposed disclosure and make a written request to the Institute and Investigator to remove Confidential Information belonging to the Company. Institute and Investigator will remove Company’s Confidential Information as requested provided that Institute and Investigator shall not be required to remove any data, results or methods of the Research Program. After the expiration of the thirty (30) day review period, the Institute and Investigator shall have full authority to proceed with the proposed disclosure without further notice to the Company.

6.5 Publicity: Notwithstanding anything in this Agreement to the contrary and without further notice, the Parties hereto acknowledge and agree that each of the Parties may disclose the existence and nature of this Agreement, and that Institute and Investigator may disclose the global amount of funding actually received from the Company in their customary reports of sources of research funding, research personnel curriculum vitae and Institute’s annual report. However, no party shall use the name of the other in any publication, news release, promotion, advertisement, or other public announcement, whether written or oral, that endorses services, organizations or products, without the prior written approval of the other. In any permitted statement hereunder, the relationship of the parties shall be accurately and appropriately described.

ARTICLE VII - INDEMNIFICATION

7.1 Indemnification: Subject to Article VIII below, each party hereto agrees to be responsible and assume liability for its acts or omissions, and those of its officers, agents, employees or students, arising out of or as a result of, or in connection with the conduct of the Research Program and agrees to indemnify, defend and hold the other party harmless therefrom, including, without limitation, legal fees and costs.

7.2 Insurance: Each party shall maintain in full force and effect a policy or policies or self-insurance of general liability insurance with limits of not less than $1,000,000.00 per occurrence/$2,000,000.00 aggregate. Company shall maintain in full force and effect sufficient product liability insurance to cover its liabilites hereunder. The parties will provide evidence of such insurance upon written request of the other party. The minimum amounts of insurance coverage required under this section shall not be construed to create a limit of a party’s liability with respect to its indemnification under this Agreement.