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EXHIBIT 10.26
STRATEGIC ALLIANCE
This Strategic Alliance is made and effective this June 1, 2000 by and between
UTEK CORPORATION, offices located at 202 South Wheeler Street, Plant City,
Florida 33566 and AUBURN UNIVERSITY offices located at 309 Samford Hall, Auburn,
Alabama 36849-5176. Now, therefore, both parties agree as follows:
1. AUBURN UNIVERSITY seeks to develop an off-balance sheet vehicle to bring
its intellectual property and technology to the marketplace. The goal of
which is to generate on-going royalties to enhance its research
capabilities and reward faculty whose patents are licensed, in addition to
developing sponsored research activities.
2. UTEK CORPORATION (UTEK) has the mission to build a bridge between
university-based technology and public companies that can rapidly bring new
products to the marketplace.
3. UTEK would review AUBURN UNIVERSITY specified existing technologies and new
disclosures to gauge their potential for successful commercialization. If a
specific technology seemed promising to UTEK (and AUBURN UNIVERSITY
agreed), AUBURN UNIVERSITY would apply for a patent (if it does not already
have one), with AUBURN UNIVERSITY as the assignee. UTEK would receive a
12-month exclusive, royalty-free license option for the technology for some
or all fields of use. UTEK would then use its best efforts to find a
corporate licensee or otherwise commercialize the technology at terms
acceptable to AUBURN UNIVERSITY. If UTEK finds a AUBURN UNIVERSITY
acceptable licensee, royalties for the technology would be paid directly by
the licensee to AUBURN UNIVERSITY. If UTEK is unable to find a AUBURN
UNIVERSITY acceptable licensee or corporate partner for the technology by
the end of this 12-month period, then all option rights to the technology
would revert back to AUBURN UNIVERSITY, unless both parties agreed to
extend. The defined Exclusive Option Agreement is contained in Exhibit A.
When AUBURN UNIVERSITY desires to have UTEK merchandise a specific
technology and UTEK agrees, both parties will execute a copy of the
Exclusive Option Agreement with the appropriate technology, field-of-use
and term descriptions.
4. The term of this strategic alliance is for a period of five years,
commencing on the date above.
5. Either party may terminate this Agreement at any time with sixty days
written notice.
6. During the term of this Agreement, both parties shall not disclose to
anyone any confidential information. Confidential Information for the
purposes of this Agreement shall include proprietary and confidential
information such as, but not limited to, technology plans, research and
development plans, designs, models, software, product specifications,
marketing plans, patent applications, disclosures and new concepts.
Confidential information shall not include any information that:
A. Is disclosed without restriction.
B. Becomes publicly available through no act of the recipient.
C. Is rightfully received by either party from a third party.
D. Is disseminated in publications.
If UTEK customers need to review AUBURN UNIVERSITY confidential information to
determine their interest in licensing a specific property, UTEK will have the
customer execute an AUBURN UNIVERSITY approved confidentiality and
non-disclosure agreement. A copy of this signed agreement will be provided to
AUBURN UNIVERSITY.
7. This Agreement shall be governed by and be construed in accordance with the
laws of the state of Florida.
8. This Agreement constitutes the final understanding and agreement between
the parties with respect to the subject matter hereof and supersedes all
prior negotiations, understandings and agreements between the parties,
whether written or oral. This Agreement may be amended, supplemented or
changed, only by an Agreement in writing, signed by both of the parties.
9. Any notice to be given or otherwise given pursuant to this Agreement shall
be in writing and shall be hand delivered, mailed by certified mail, return
receipt requested or sent by overnight courier service as follows:
UTEK CORPORATION AUBURN UNIVERSITY
202 South Wheeler Street, 309 Samford Hall,
Plant City, Florida 33566 Auburn, Alabama 36849-5176
10. If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
UTEK CORPORATION AUBURN UNIVERSITY
______________________________ ____________________________________
By: Uwe Reischl, Ph.D., M.D., By: C. Michael Moriarty, Ph.D.,
President Associate Provost and
Vice President for Research
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Exhibit A
Exclusive Option Agreement
This Exclusive Option Agreement is made and effective this ________________, by
and between UTEK CORPORATION (UTEK), offices located at 202 South Wheeler
Street, Plant City, Florida 33566 and AUBURN UNIVERSITY offices located at 309
Samford Hall, Auburn, Alabama 36849-5176. Now, therefore, both parties agree as
follows:
1. AUBURN UNIVERSITY hereby grants to UTEK an exclusive option to license on
an exclusive basis the following technology:
Technology Description
-------------------------------------------------------------------------------
Title:
Patent #: Date Applied for: Date Awarded:
-------------------------------------------------------------------------------
Patent Application #: Date Applied for:
-------------------------------------------------------------------------------
Inventors:
-------------------------------------------------------------------------------
Copyright: [yes / / or no / /]
If yes than provide description:
Date Applied for:
-------------------------------------------------------------------------------
Field of Use: All [yes / / or no / /]
If no then describe limited fields of use:
-------------------------------------------------------------------------------
Territory: World-wide [yes / / or no / /]
If no then describe limited territory:
-------------------------------------------------------------------------------
2. The term for this exclusive option is 12 months unless extended by
agreement of both parties in writing.
3. During the term of this option, UTEK will use its best efforts to
merchandise the above-described technology at terms acceptable to AUBURN
UNIVERSITY. AUBURN UNIVERSITY may accept or reject, at its' discretion, any
offer presented by UTEK for the licensing of this technology.
4. During the term of this option, AUBURN UNIVERSITY will use its best efforts
to provide UTEK with the information it requires to market the
above-described technology.
5. This Agreement shall be governed by and be construed in accordance with the
laws of the state of Florida.
6. This Agreement constitutes the final understanding and agreement between
the parties with respect to the subject matter hereof and supersedes all
prior negotiations, understandings and agreements between the parties,
whether written or oral. This Agreement may be amended, supplemented or
changed, only by an Agreement in writing, signed by both of the parties.
7. Any notice to be given or otherwise given pursuant to this Agreement shall
be in writing and shall be hand delivered, mailed by certified mail, return
receipt requested or sent by overnight courier service as follows:
UTEK CORPORATION AUBURN UNIVERSITY
202 South Wheeler Street, 309 Samford Hall,
Plant City, Florida 33566 Auburn, Alabama 36849-5176
8. If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
UTEK CORPORATION AUBURN UNIVERSITY
_____________________________ ________________________________________
By: Uwe Reischl, Ph.D., M.D., By: C.Miichael Moriarty, Ph.D.,
President Associate Provost and Vice President
for Research
