exv10w22






Exhibit 10.22




SUBCONTRACT




BY AND BETWEEN



GeoVax Labs Inc.



AND



Emory University


This Agreement, entered into this 27th day of June 2008, between Emory University (hereinafter
“EMORY”) and GeoVax Labs Inc. (hereinafter “GeoVax”) is for the purpose of conducting work related
to the project entitled “GM-CSF-Adjuvanted Clade C DNA/MVA and MVA/MVA Vaccines” under a grant from
National Institutes of Health (hereinafter “NIH” Grant No. 1 U19 AI074073-01.




ARTICLE 1. ADMINISTRATIVE PERSONNEL



All questions concerning administration of this subcontract should be addressed to:




GeoVax contact:




Mark Reynolds

GeoVax Labs Inc.

1265 Briarcliff Road

Atlanta, GA 30306



EMORY Contact:



Sarah White

Director

Emory University

Office of Sponsored Programs

1599 Clifton Road NE, 4th Floor Mailstop: 1599/001/1BA

Atlanta, GA 30322



ARTICLE 2. PROJECT PERSONNEL



Harriet Robinson as the “PRINCIPAL INVESTIGATOR” and representative of GeoVax, shall retain
supervisory responsibility for this project. Any change in the scope of work requires written
approval from Dr. Harriet Robinson. The scientific and technical direction of the EMORY’s portion
of the research project (the “Study”), as set forth in the statement of work (see Appendix A,
attached), shall be under the direction of Dr. Mark Mulligan (“INVESTIGATOR”).



INVESTIGATOR is considered essential to the work performed hereunder. In the event INVESTIGATOR
vacates his/her position with EMORY or is reassigned to another program, EMORY shall notify GeoVax
in writing. In addition, the decision to replace any individual(s) considered Key Personnel on the
project at EMORY requires the prior written approval of GeoVax. If this change in individual(s)
considered Key Personnel





 









 







is/are not acceptable to GeoVax, GeoVax shall issue a contractual modification terminating this
Agreement. EMORY will be reimbursed for its costs incurred through such termination date.




ARTICLE 3. STATEMENT OF WORK



EMORY shall supply all the necessary personnel, equipment, and materials (except as otherwise may
be provided herein) to accomplish the research tasks set forth in the statement of work (see
Appendix A, attached), such work schedule being an integral part of the GeoVax Scope of Work in the
prime grant.




ARTICLE 4. ALLOCATION OF FUNDS



Funds provided for EMORY’s involvement in this subcontract shall not exceed $21,319. A line item
budget for these funds is attached as Appendix B. EMORY shall invoice GeoVax monthly. GeoVax
reserves the right to request detailed expenditure documentation. Invoices for payment should be
sent to:




Mark Reynolds

Chief Financial Officer

GeoVax Labs Inc.

1265 Briarcliff Road

Atlanta, GA 30306



Both EMORY and GeoVax acknowledge that a proposal budget is a projection and that minor changes in
the proposal budget may be necessary once the project is implemented. EMORY is required to comply
with any re-budgeting requirements of the prime sponsor.




ARTICLE 5. PERIOD OF PERFORMANCE



This Agreement shall become effective on September 30, 2007 and shall terminate on August 31, 2008.




ARTICLE 6. REPORTING PROCEDURES





	A.	 	Technical Reports: EMORY will be required to keep clear and accurate records of the
procedures conducted and data collected throughout the project period so that the progress of
the Study may be readily evaluated at any time by PRINCIPAL INVESTIGATOR.






	B.	 	Fiscal Reports: A final invoice of expenditures shall be made to GeoVax no later than
forty-five (45) days after the completion date of August 31, 2008.





ARTICLE 7. HOLD HARMLESS



EMORY and GeoVax agree to hold each other harmless from liability of any kind




 









 







including costs or
expenses resulting from or on account of any or all suits or damages resulting from injuries or
grievances sustained by any person(s) or property by virtue of performance of this subcontract
except when such suits or damages arise due to the gross negligence or willful misconduct of the
other party.




ARTICLE 8. REGULATORY DATA



All administrative and regulatory data required by the sponsor shall be applicable to this
subcontractual Agreement as appropriate. All conditions referenced in the prime award to GeoVax by
NIH shall become binding upon execution of this subcontract by EMORY. A copy of the General Terms
and Conditions will be found in Appendix C. EMORY assumes sole responsibility for monetary
reimbursement to NIH of a sum equal to any expenditure deemed unallowable by NIH or an authorized
agency through audit exception or other appropriate means after ruling that expenditures from funds
allocated to EMORY through GeoVax for direct and/or indirect costs violated the regulations of the
granting or funding agency of this subcontract.




ARTICLE 9. TERMINATION



If at any time GeoVax’s award is terminated by NIH, this Agreement shall consequently be terminated
upon receipt by EMORY of written termination notice from GeoVax. EMORY shall be reimbursed for
noncancellable obligations incurred prior to the date of the written termination notice. GeoVax
reserves the unilateral right to terminate this Agreement upon thirty (30) days written notice for
failure of EMORY to meet any substantive requirement or obligation of this Agreement should EMORY
fail to acceptably correct the said deficiency within the said thirty (30) days or such longer
period as may be mutually agreed upon by both parties. Nothing in this article is intended to
abrogate the parties’ right to terminate this Agreement on such terms as may be mutually agreed
upon subsequent to the execution of this subcontract.




ARTICLE 10. HUMAN SUBJECTS



If human subjects are used in the conduct of the work supported by this Agreement EMORY warrants
and agrees to comply with the applicable federal laws, regulations and policies of DHHS. EMORY
further agrees to provide certification to GeoVax at least annually that an institutional committee
has reviewed and approved the procedures which involve human subjects. EMORY shall bear full
responsibility for the proper and safe performance of all work and services involving the use of
human subjects under this Agreement.




ARTICLE 11. LABORATORY ANIMALS



If live vertebrate animals are used in the conduct of the work supported by this Agreement, EMORY
warrants and agrees to comply with the applicable portion of the Animal Welfare Act (PL 89-544, as
amended) and will follow the guidelines described in NIH Publication No. 86-23 entitled “Guide for
the Care and Use of Laboratory Animals,” or such other guidelines as are required. EMORY further
agrees to provide certification
to GeoVax that an institutional committee has reviewed and approved the procedures




 









 







which involve
laboratory animals. GeoVax expressly acknowledges that the work supported by this Agreement is
basic animal research and is not to be conducted according to or in compliance with Good Laboratory
Practices (“GLP”) by EMORY and INVESTIGATOR.




ARTICLE 12. LICENSE AGREEMENT



GeoVax and EMORY acknowledge and agree that this Agreement is subject to the terms and conditions
of that certain License Agreement between Emory University and GeoVax, Inc., now GeoVax Labs, Inc.,
entered into on August 28, 2002 and amended and restated June 23, 2004 (the “License Agreement”).
If any term of this Agreement conflicts with the License Agreement, the terms and conditions of the
License Agreement shall prevail. A copy of the amended and restated License Agreement is attached
as Appendix D.



The following terms have the same meaning in this Agreement as their defined meaning in the License
Agreement:



Emory Technology Rights;

Field of Use;

Licensed Patents; and

Improvements.




ARTICLE 13. SUPPLY OF MATERIAL





	A.	 	In performing the work conducted in this Agreement, GeoVax may transfer to EMORY and the
INVESTIGATOR “Original Material(s)” (shall mean the description of the material being
transferred as specified and recorded in the Material Transfer Record) in such amounts as are
necessary and useful to the conduct of this Study. Such Original Material(s) will be provided
under the terms of this Agreement and in such amount as described in the “Material Transfer
Record” (shall mean the Material Transfer Record form, attached hereto at Appendix E and
incorporated by reference, on which the Materials transferred between the Parties under this
Agreement are to be specified and recorded) for the particular transfer. Duplicate originals
of the Material Transfer Record shall be completed and signed by the INVESTIGATOR and an
authorized representative of GeoVax upon each such Material transfer and one such fully
executed Material Transfer Record shall be retained by the INVESTIGATOR (with a copy to
EMORY’S Office of Technology Transfer) and GeoVax.




B. EMORY and INVESTIGATOR agree that the Material(s):





	 	(i)	 	will not be used for any purposes except as specifically described in this Agreement
and/or in the Statement of Work.
	 
	 	(ii)	 	will not be transferred to any other person or entity; and
	 
	 	(iii)	 	will notify GeoVax for analysis if there is an adverse reaction to the Material or if
any Material fails to perform its intended function during this Study.






	C.	 	It is understood that the Material and any other materials provided hereunder are
investigational in nature. GEOVAX MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY OF THE IMPLIED




 









 






	 	 	WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, REGARDING THE MATERIAL. ADDITIONALY, GEOVAX
MAKES NO REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED REGARDING THE SAFETY OR EFFICACY OF THE
MATERIAL.
	 
	D.	 	Any Material delivered pursuant to this Agreement is understood to be experimental in nature and
may have hazardous properties. EMORY will handle the Material accordingly and will inform GeoVax
in writing on any adverse effects experienced by persons handling the Material.
	 
	E.	 	EMORY assumes all liability for damages which may arise from its use, storage or disposal of the
Material. GeoVax will not be liable to EMORY for any loss, claim or demand made by EMORY, or made
against EMORY by any third party, due to or arising from the use of the Material by EMORY, except
to the extent permitted by law when caused by the gross negligence or willful misconduct of GeoVax.





ARTICLE 14. ACCESS



During the term of this Agreement, INVESTIGATOR and/or his designees shall be available to meet
with GeoVax (or its designees) during normal business hours, upon reasonable prior notice and
reasonable frequency, for the purpose of progress reviews, internal reporting, and other matters to
the Study.




ARTICLE 15. CONFIDENTIAL INFORMATION





	A.	 	As used herein, “Confidential Information” shall mean any and all information, including
without limitation Intellectual Property and Material(s), disclosed by or on behalf of one
Party (for the purposes of this Article 15, “Disclosing Party”) to the other party (for the
purposes of this Article 15 “Receiving Party”) for the purposes of or in connection with the
Study on or after the effective date noted above of this Agreement, in writing or in any other
tangible medium or disclosed orally and designated as confidential at the time of disclosure
by the Disclosing Party. Confidential Information of GeoVax hereunder shall include, without
limitation, the Material(s) provided to EMORY hereunder and the Statement of Work. Subject to
6.2 and Section 11 of the License Agreement, the Receiving Party may use Confidential
Information of the Disclosing Party for the purposes of this Agreement, but shall not use
Confidential Information for any other purpose or disclose such Confidential Information to
any third party at any time during the term of this Agreement and for a period of five (5)
years after its termination or expiration, without first obtaining the prior written consent
of the Disclosing Party. The standard of care required of the Receiving Party in protecting
the confidentiality of the Disclosing Party’s Confidential Information is the same standard of
care that the Receiving Party uses in protecting its own confidential information of a similar
nature, which will be at least a reasonable standard of care. The Receiving Party shall limit
dissemination of Confidential Information of the Disclosing Party to those officers,
directors, employees, agents or consultants having a “need to know”, who are bound by
obligations of confidentiality to the Receiving Party equivalent to confidentiality
obligations contained herein.
	 
	B.	 	Confidential Information does not include any portion of the Confidential Information of either
Party hereto which:




 









 












	 	(i)	 	at the time of disclosure is in the public domain;
	 
	 	(ii)	 	after disclosure hereunder enters the public domain, except through breach of this
Agreement by the Receiving Party;
	 
	 	(iii)	 	the Receiving Party can demonstrate by it written records was in the Receiving Party’s
possession prior to the time of disclosure by or on behalf of the Disclosing Party hereunder, and
was not acquired directly or indirectly from the Disclosing Party;
	 
	 	(iv)	 	becomes available to the Receiving Party from a third party which is not legally
prohibited from disclosing such Confidential Information;
	 
	 	(v)	 	the Receiving Party can demonstrate by its written records was developed by or for the
Receiving Party independently of the disclosure of Confidential Information by the Disclosing Party
or its Affiliates.






	C.	 	In the event that either Party hereto is required by applicable statute or regulation or by
judicial or administrative process to disclose any part of the Confidential Information which is
disclosed to it hereunder, the Receiving Party shall (i) promptly notify the Disclosing Party of
each such requirement and identify the Confidential Information so required thereby, so that the
Disclosing Party may seek an appropriate protective order or other remedy and/or waive compliance
by the Receiving Party with the provisions of this Agreement and (ii) consult with the Disclosing
Party on the advisability of taking legally available steps to resist or narrow the scope of such
requirement. If, in the absence of such a protective order or other remedy or such a waiver by the
Disclosing Party of the provisions of this Agreement, the Receiving Party is nonetheless required
by mandatory applicable law to disclose any part of the Confidential Information which is disclosed
to it hereunder, the Receiving Party may disclose such Confidential Information to the governmental
authority requesting such disclosure without liability under this Agreement, except that the
Receiving Party shall furnish only that portion of Confidential Information which is legally
required and only to the extent required by law provided, that, the Confidential Information so
disclosed shall continue to be treated as Confidential Information as between the Parties hereto.
	 
	D.	 	Confidential Information disclosed by the Parties under this Agreement is the property of the
Disclosing Party. The Parties hereby acknowledge and agree that as the Receiving Party of
Confidential Information disclosed by the other Party under this Agreement, it has no right,
title or interest in or to the same save as may be expressly granted to it under this
Agreement.





ARTICLE 16. PUBLICATIONS



All research reports and other publications relating to the work under this Agreement shall: (A)
Bear proper acknowledgment of the support provided by NIH, (B) Be submitted to GeoVax’s PRINCIPAL
INVESTIGATOR in the form of advance copies for review at least thirty (30) days in advance of
submission for publication or presentation to a publisher or other third party. During such 30-day
period GeoVax shall have the right to object to and delay such proposed publication or presentation
because GeoVax believes there is GeoVax Confidential Information contained therein and/or
patentable subject matter, which needs protection. EMORY and INVESTIGATOR agree to delete any
GeoVax Confidential
Information, other than study data results, from the proposed publication or presentation unless it
is necessary for the complete and accurate interpretation and presentation of the




 









 







Study Data and
results. If GeoVax does not provide EMORY and/or the INVESTIGATOR in writing any objection to the
proposed publication or presentation or otherwise inform EMORY and/or the INVESTIGATOR in writing
on or before the expiration of such 30-day period that the submission, publication or presentation
must be delayed, the INVESTIGATOR and/or EMORY shall be free to publish or present such proposed
publication or presentation without restriction hereunder.




ARTICLE 17. MATERIAL(s)





	A.	 	GeoVax retains all right and title to any Material(s) provided to EMORY hereunder, including
any Material(s) contained or incorporated in Modifications. Except as provided in this
Agreement or the License Agreement, no express or implied licenses or other rights are granted
to EMORY under any patents, patent applications, trade secrets or other proprietary rights of
GeoVax, including any altered forms of the Material(s) made by the EMORY. In particular, no
express or implied licenses or other rights are granted to use the Material(s), Modifications,
or any related patents of GeoVax for commercial purposes.






	B.	 	All right and title to (i) Modifications (except that GeoVax retains sole ownership rights
and title to the Material(s) included therein in accordance with 17(A) herein), and (ii)
substances created through the use of the Material or Modifications, but which are not
“Progeny” (shall mean unmodified descendant from the Material, such as virus from virus, cell
from cell, or organism from organism), “Un-Modified Derivatives” (shall mean substances
created by the receiving Party which constitute an unmodified functional subunit or product
extracted or purified from the Original Material) or Modifications (i.e., do not contain the
Original Material(s), Progeny Un-Modified Derivatives); created or made solely by EMORY shall
belong to EMORY; except that should (i) or (ii) result from the collaborative efforts of
GeoVax and EMORY, such shall be jointly owned by the Parties.





ARTICLE 18. PATENTS AND INTELLECTUAL PROPERTY





	A.	 	Inventorship of any Intellectual Property conceived or made pursuant to the performance of
the Study shall be determined according to United States patent law. Such Intellectual
Property conceived or made solely by EMORY employees (the “Emory Intellectual Property) will
be owned solely by EMORY. Such Intellectual Property conceived or made solely by GeoVax
employees (the “GeoVax Intellectual Property”) will be owned solely by GeoVax. Such
Intellectual Property conceived or made jointly by both EMORY and GeoVax employees (the “Joint
Intellectual Property”) will be owned jointly by EMORY and GeoVax. The Parties agree all data
generated by Emory in the conduct of the Study shall be owned by Emory (“Emory Data”). The
Parties agree that all data generated by GeoVax in the conduct of the Study shall be owned by
GeoVax (“GeoVax Data”).






	B.	 	All Intellectual Property which was owned by GeoVax prior to the start of this Agreement
(“GeoVax Background Intellectual Property”) shall remain the property of GeoVax. EMORY shall
not acquire any right, title or interest in any GeoVax Background Intellectual Property as a
result of the performance of this Agreement,
except that EMORY may use GeoVax Background Intellectual Property for the




 









 






	 	 	performance of the
Study in accordance with this Agreement and the License Agreement.






	C.	 	All Intellectual Property which was owned by EMORY prior to the start of this Agreement or
which is conceived or made solely by one or more employees of EMORY, including the
INVESTIGATOR, during the term of this Agreement and does not result from work performed
pursuant to the Study hereunder (“EMORY Background Intellectual Property”), whether or not
used by EMORY and INVESTIGATOR to make and/or develop any Joint Intellectual Property, EMORY
Intellectual Property, EMORY Data or results hereunder shall remain the property of EMORY.
GeoVax shall not acquire any further right, title or interest in any EMORY Background
Intellectual Property as a result of the performance of this Agreement. For avoidance of
doubt, pursuant to the License Agreement, GeoVax has previously licensed certain EMORY
Background Intellectual Property by obtaining a worldwide, exclusive, non-transferable right
and license under the Emory Technology Rights, which includes certain Licensed Patents and
Improvements including Emory Tech ID 07042, “GM-CSF as an Adjuvant for Mucosal Immunity
Including Mucosal IgA”.






	D.	 	GeoVax shall promptly and fully disclose in writing to EMORY any GeoVax Intellectual
Property. All right and title to GeoVax Intellectual Property shall belong to GeoVax. For
avoidance of doubt, such GeoVax Intellectual Property is subject to 6.2 of the License
Agreement.






	E.	 	Emory shall promptly and fully disclose to GeoVax in writing any EMORY
Intellectual Property. GeoVax agrees to hold all such disclosed EMORY
Intellectual Property in confidence until a patent application is
filed to protect any invention encompassed within the EMORY
Intellectual Property, as provided for herein. Within sixty (60) days
of such disclosure, GeoVax shall notify EMORY in writing if it wants
EMORY to pursue patent protection for the EMORY Intellectual Property.
EMORY shall promptly prepare, file and prosecute any U.S. or foreign
applications requested by GeoVax to protect the EMORY Intellectual
Property. GeoVax shall bear all costs incurred in connection with such
preparation, filing, prosecution, and maintenance of U.S. and foreign
applications. GeoVax shall cooperate with EMORY to assure that such
applications will cover, to the best of GeoVax’s knowledge, all items
of commercial interest and importance. The Parties acknowledge and
agree that EMORY Intellectual Property in the Field of Use constitutes
Improvements and are automatically included in the Emory Technology
Rights licensed to GeoVax under the License Agreement. As such, the
terms in the License Agreement relating to, inter alia, patent
prosecution, prosecution expenses, infringement procedures, litigation
procedures and abandonment of Licensed Patents shall apply to any
EMORY Intellectual Property patent application.
	 
	F.	 	EMORY and GeoVax shall promptly and fully disclose in writing to the
other Party any Joint Intellectual Property. Both Parties agree to
hold all such disclosures in confidence until a patent application(s)
is filed to protect any invention(s) encompassed within the Joint
Intellectual Property, as provided for herein. Within sixty (60) days
of a disclosure, GeoVax shall notify EMORY in writing if it wishes to
pursue patent protection for the Joint Intellectual Property. EMORY
shall promptly prepare, file and prosecute any U.S. or foreign
applications elected by GeoVax to protect the Joint Intellectual
Property. GeoVax shall bear all costs incurred in connection with such
preparation, filing, prosecution, and maintenance of U.S. and
foreign application(s). GeoVax shall cooperate with EMORY to assure that such




 









 












	 	 	applications
will cover, to the best of GeoVax’s knowledge, all items of commercial interest and
importance. The Parties acknowledge and agree that EMORY’s rights in the Joint
Intellectual Property in the Field of Use constitute Improvements and are automatically
included in the Emory Technology Rights licensed to GeoVax under the License Agreement. As
such, the terms in the License Agreement relating to, inter alia, patent prosecution,
prosecution expenses, infringement procedures, litigation procedures and abandonment of
Licensed Patents shall apply to the Joint Intellectual Property patent application.
	 
	G.	 	If GeoVax elects not to request that
EMORY prepare and file a patent
application(s) covering any EMORY
Intellectual Property or Joint
Intellectual Property pursuant to
Paragraphs E and F above, EMORY shall
have the right pursuant to 6.3 of the
License Agreement to pursue patent
protection for such Improvements, with
the patent prosecution expenses being
an obligation of GeoVax unless GeoVax
notifies EMORY, in writing, of its
abandonment of such Improvements
pursuant to 3.3 of the License
Agreement. If GeoVax effects such
abandonment, EMORY has the right to
terminate the license granted to GeoVax
as to the specific Licensed Patents
covering the Improvement(s), and
such EMORY Intellectual Property (or
Joint Intellectual Property as the case
may be) shall not be subject to the
License Agreement and EMORY shall be
free, at its election, to file,
prosecute, abandon or maintain any
patents or applications covering such
Intellectual Property and to grant
rights to such Intellectual Property to
other third parties.





ARTICLE 19. SUBCONTRACTING



None of the principal activities of this Agreement shall be subcontracted by EMORY without the
prior written approval of GeoVax.




ARTICLE 21. MODIFICATION OF CONTRACT



This Subcontract may only be modified after mutual written Agreement by an amendment executed
through the same procedure as the original.




	 	 	 

	GeoVax Labs Inc.

	 	Emory University
	 
	 	 
	/s/ Mark Reynolds

	 	/s/ Holly Sommers
	 

	 	 
	Mark Reynolds

	 	Holly Sommers
	Chief Financial Officer

	 	Acting Director of Sponsored Programs






 









 






Appendix A

Statement of Work







 









 








Appendix B

Budget





 









 








Appendix C

General Terms and Conditions






 









 








Appendix D

License Agreement






 









 








Appendix E

Material Transfer Record




for transfer of Materials from



Providing Party



to

Receiving Party


The Material described below is supplied by the Providing Party to the Receiving Party and is
subject to all the terms and conditions of the Research Agreement and License Agreement between
Emory University (the “University”) and GeoVax Labs Inc., (“GeoVax”), dated as on May 9, 2008 (the
“Agreement”). Duplicate originals of this form shall be executed and one fully-executed form shall
be giving to the Providing Party and one to the Receiving Party.




Description of Material(s) (to be filled in by Providing Party only): -



 



 



 



 



 





 




(Signature) Providing Party’s Investigator




 



 




Date







      







In signing below, you the Receiving Party’s Investigator, acknowledge that you understand and will
abide by the terms and conditions under which the Material are provided under the Agreement.





 




(Signature) Receiving Party’s Investigator




 



 




Date