Exhibit 10.8


 


[ **** ] indicates confidential portions have
been redacted and submitted separately pursuant to confidentiality request with
the Commission


 


SPONSORED RESEARCH AGREEMENT


 


This agreement (“AGREEMENT”), dated as of May 1,
2004 is between DUKE UNIVERSITY (“DUKE”), a North Carolina non-profit
corporation, located in Durham, North Carolina, and MEDAREX, INC., (“SPONSOR”),
having offices at 707 State Road, Suite 206, Princeton, New Jersey
08540-1437.


 


WHEREAS, SPONSOR is supporting a clinical trial at
DUKE to evaluate the safety/and or efficacy of SPONSOR’s compound, [ **** ];


 


WHEREAS, SPONSOR and DUKE have agreed to conduct
certain research relating to immune monitoring of subjects in said trial as set
forth herein;


 


WHEREAS, the research program contemplated by this
AGREEMENT is of mutual interest and benefit to DUKE and SPONSOR, and will
further the instructional and research objectives of DUKE in a manner
consistent with its status as a non-profit educational institution.


 


NOW, THEREFORE, the parties agree as follows:


 


ARTICLE 1          - STATEMENT OF WORK


 


DUKE. agrees to use its best effort to perform the
research program described in the “Statement of Work” (“STATEMENT”), a copy of
which is attached to this AGREEMENT as Exhibit A.


 


ARTICLE 2          - INDEPENDENT CON TRACTOR


 


DUKE’S relationship to SPONSOR under this agreement
will be that of an independent contractor and not an agent, joint venturer or
partner of SPONSOR.


 


ARTICLE 3          - PRINCIPAL INVESTIGATOR


 


The research will be supervised by Timothy M. Clay,
Ph.D. (“INVESTIGATOR”) at DUKE. If, for any reason INVESTIGATOR is unable to
continue to serve as Principal Investigator and a successor acceptable to both
DUKE and SPONSOR is not available, the AGREEMENT will be terminated in
accordance with Article 7 below.


 


ARTICLE 4          - CONSIDERATION


 


In consideration of the foregoing, and as more
specifically provided in the budget included as Exhibit B, SPONSOR will
pay DUKE for all direct and indirect costs incurred in the performance of the
research as set forth in the STATEMENT, a total not to exceed [ **** ]


 

















 


Payment will be made to DUKE by SPONSOR, in advance,
on the schedule set forth in Exhibit B.


 


ARTICLE 5          - PERIOD OF PERFORMANCE


 


The research will be conducted during a two year
period commencing on May 1st, 2004 and concluding on or before April 30th,
2006. This agreement will be renewable for additional periods upon the mutual
consent of the parties by a new agreement or by amendment hereto expressed in
writing.


 


ARTICLE 6          - RESEARCH REPORTS


 


All data and other information developed by DUKE as a
result of the performance of the Research shall be promptly and fully disclosed
to SPONSOR, and may be used by SPONSOR for any legitimate purpose. DUKE will
provide SPONSOR with periodic progress reports on the research, and, in
addition, DUKE will provide SPONSOR with a final report on such research within
sixty (60) days of termination of this AGREEMENT.


 


ARTICLE 7          - TERMINATION


 


Either party may terminate this AGREEMENT on any
anniversary date of this AGREEMENT by giving the other party at least sixty
(60) days prior written notice of such termination. In the event that either
party commits a breach or default in any of the terms or conditions of this
AGREEMENT and that party fails to remedy that default or breach within thirty
(30) days after receipt of written notice of that breach from the other party,
the party giving notice may, at its option and in addition to any other
remedies it may have in law or in equity, terminate this AGREEMENT by sending
written notice of termination to stop the work as soon as it is practicable to
do so. In the case of termination, DUKE will proceed in an orderly fashion to
terminate any outstanding commitments and to stop the work as soon as it is
practicable to do so. Except in the case of termination due to DUKE’s breach or
default, all costs to DUKE associated with termination will be considered
reimbursable costs, including costs incurred prior to the notice of termination
but which have not yet been reimbursed, and commitments existing at the time
the notice of termination is received which cannot be cancelled. In no case
will reimbursement under this AGREEMENT exceed the total estimated project
costs specified in Exhibit B.


 


ARTICLE 8          - CONFIDENTIAL INFORMATION


 


“Confidential Information” (“INFORMATION”) shall mean
all information provided by one party to the other, whether in written, oral or
electronic form, and, in the case of information provided in written or
electronic form, which is clearly identified as confidential by the transmitting
party at the time of disclosure. Specifically excepted from this definition is
all information: (a) known by the receiving party at the time of
disclosure; (b) publicly disclosed except by breach of this AGREEMENT; (e) rightfully
received by the receiving party from a third party without an express
obligation of confidence; or (d) independently developed by the employees
or agents of either party without any knowledge of or reliance upon the
confidential


 


2

















 


information provided by the other party. The party
receiving the INFORMATION agrees to hold that INFORMATION in trust and
confidence for the transmitting party, using the same care and discretion that
the receiving party uses with similar INFORMATION which it considers
confidential. The receiving party will not use INFORMATION other than for the
benefit of the two parties and relating to the AGREEMENT and except as may be
provided for in Article 9 regarding publication herein, neither party will
disclose such information without authorization from the other party. This
provision shall remain in effect during the term of this AGREEMENT and for five
(5) years thereafter.


 


ARTICLE 9          - PUBLICATION AND OTHER USE


 


DUKE shall be free to use the results of the subject
research for its own teaching, research, educational, clinical and publication
purposes without the payment of royalties or other fees. DUKE agrees to submit
to SPONSOR for its review, a copy of any proposed publication resulting from the
subject research at least thirty (30) days prior to the date of submission for
publication, and agrees to consider in good faith all comments received during
that time. If SPONSOR determines that the proposed publication contains
patentable subject matter requiring protection, SPONSOR may require the delay
of the publication for a period of time not to exceed an additional sixty (60)
days for the purpose of allowing the pursuit of such protection.


 


ARTICLE 10        - INVENTIONS


 


It is recognized and understood that certain existing
inventions and technologies are the separate property of SPONSOR or DUKE and
are not affected by this AGREEMENT, and neither party shall have any claims to
or rights in such separate inventions and technologies. Any new invention, development,
or discovery resulting from the subject research (“INVENTION”) shah be promptly
disclosed in writing to SPONSOR. Inventorship of any such INVENTION shall be
determined in accordance with patent law, or by mutual agreement based upon the
relative contributions of the parties if the INVENTION is not patentable. Title
to INVENTIONS shall reside with SPONSOR if SPONSOR personnel are the sole
inventors, with DUKE if DUKE personnel are the sole inventors, and will be held
jointly if DUKE and SPONSOR personnel are both inventors. To the extent that
DUKE owns the rights of sole or joint title in an INVENTION, SPONSOR is hereby
granted, without option fee other than the consideration of the research
sponsored herein and the reimbursement of all patent expenses related to the
INVENTION incurred by DUKE prior to and during the option period, an option to
acquire an exclusive, worldwide, fee and royalty-bearing license of DUKE’s
rights to any INVENTION, which option shall extend for ninety (90) days after
SPONSOR’s receipt of an INVENTION disclosure. If SPONSOR notifies DUKE in
writing of its exercise of the option within the option period, then the
parties will proceed in good faith to negotiate a license agreement within
ninety (90) days after notification of exercise; and if SPONSOR does not
exercise this option, or notifies DUKE that it will not exercise this option,
or the parties fail to sign a license agreement within said ninety (90) day
negotiation period, then SPONSOR shall no longer have any claim to DUKE’s
rights in the subject INVENTION,


 


3

















 


ARTICLE 11        - INDEMNITY AND INSURANCE


 


SPONSOR agrees to indemnify, hold harmless and defend
DUKE, its officers, employees, and agents against any and all claims, suits,
losses, damages, costs, fees, and expenses asserted by third parties, both
government and non-government, resulting from or arising out of this agreement;
provided, however, that SPONSOR shall not be responsible for any liability
resulting from DUKE’s negligence or willful misconduct. SPONSOR shall maintain
in force at its sole cost and expense, with reputable insurance companies,
insurance of a type and in an amount reasonably sufficient to protect against
liability hereunder. DUKE shall have the right to request the appropriate
certificates of insurance from SPONSOR for the purpose of ascertaining the
sufficiency of such coverage.


 


ARTICLE 12        - USE OF A PARTY’S NAME


 


Neither party will, without the prior written consent
of the other party: (a) use in advertising, publicity or any other
promotional purposes, the name of any employee or agent, any trade-name,
trademark, trade device, service mark, symbol, or any abbreviation, contraction
or simulation thereof owned by the other party, or (b) represent, either
directly or indirectly, that any product or service of the other party is a
product or service of the representing party or that it is made in accordance
with or utilizes the information or documents of the other party; provided,
however, that DUKE may acknowledge SPONSOR’s support in academic publications
prepared in accordance with Article 9, and SPONSOR may accurately reflect
DUKE’s role in SPONSOR’s filings with regulatory agencies.


 


ARTICLE 13        - NOTICE


 


Any notice or other communication required or
permitted under this AGREEMENT will be in writing and will be deemed given as
of the date it is: (a) delivered by hand, or (b) mailed, postage
prepaid, first class, certified mail, return receipt requested, to the party at
the address listed below or subsequently specified in writing, or (c) sent,
shipping prepaid, return receipt requested, by national courier service, to the
party at the address listed below or subsequently specified in writing:


 


	
  As to DUKE:

  	
   

  	
  Office of Grants and Contracts

  
	
   

  	
   

  	
  1 07 Seeley G. Mudd Building

  
	
   

  	
   

  	
  Duke University Medical Center - Box 3001

  
	
   

  	
   

  	
  Durham, North Carolina 27710

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

  	
  Office of Counsel

  
	
   

  	
   

  	
  Duke University

  
	
   

  	
   

  	
  2400 Pratt St., Suite 4000

  
	
   

  	
   

  	
  Durham, North Carolina 27710

  
	
   

  	
   

  	
   

  
	
  As to SPONSOR:

  	
   

  	
  Medarex, Inc.

  
	
   

  	
   

  	
  707 State Road

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Princeton, New Jersey 08540-1437

  
	
   

  	
   

  	
  Attn: General Counsel

  
				



 


4

















 


This AGREEMENT is for professional research services.
Neither party may assign, delegate or otherwise transfer any of its rights or
obligations under this AGREEMENT without the prior written consent of the other
party; provided, however, that either party may assign this AGREEMENT, without
the other party’s consent (a) to its affiliates, and (b) to an entity
that acquires all or substantially all of the business or assets of the
assigning party, whether by merger. reorganization, acquisition, sale or
otherwise.


 


ARTICLE 14        - ENTIRE AGREEMENT


 


This AGREEMENT and all attached Exhibits contain the
entire agreement and understanding between the parties as to its subject
matter. It merges all prior discussions between the parties and neither party
will be bound by conditions, definitions, warranties, understandings, or
representations concerning such subject matter except as provided in this AGREEMENT
or as specified on or subsequent to the effective date of this AGREEMENT in a
writing signed by properly authorized representatives of the parties. This
AGREEMENT can only be modified by written agreement duly signed by persons
authorized to sign agreements on behalf of both SPONSOR and DUKE.


 


ARTICLE 15        - WAIVER


 


The failure of a party in any instance to insist upon
the strict performance of the terms of this AGREEMENT will not be construed to
be a waiver or relinquishment of any of the terms of this AGREEMENT, either at
the time of the party’s failure to insist upon strict performance or at any
time in the future, and such terms will continue in full force and effect.


 


ARTICLE 16        - SEVERANCE


 


Each clause of this AGREEMENT is a distinct and
severable clause and if any clause is deemed illegal, void or unenforceable,
the validity, legality or enforceability of any other clause or portion of this
AGREEMENT will not be affected thereby.


 


ARTICLE 17        - GOVERNING LAW


 


The construction and performance of this AGREEMENT
will be governed by the laws of the State of North Carolina; without regard to
its conflict of law principles..


 


ARTICLE 18        - TITLES


 


All titles and articles headings contained in this
AGREEMENT are inserted only as a matter of convenience and reference. They do
not define, limit, extend or describe the scope of this AGREEMENT or the intent
of any of its provisions.


 


5

















 


IN WITNESS WHEREOF, the parties hereunto set their
hands and seals.


 


DUKE UNIVERSITY                                                                         SPONSOR:            Medarex, Inc.


 


 


	
   

  	
  By:

  	
    s/ R. Sander Williams 

  	
   

  	
     By:

  	
        s/ Geoff Nichol

  	
   

  
	
   

  	
  R. Sander Williams, M.D.

  	
  Printed Name:

  	
    Geoff Nichol

  	
   

  
	
   

  	
  Dean, School of Medicine

  	
   

  
									



 


 


Date executed:  11/18/04                                                                      Date
executed:  12/13/04


 


	
  Acknowledged: 

  	
      s/ Timothy M. Clay

  	
   

  
	
   

  	
   

  
	
   

  	
  Timothy M. Clay, Ph.D.

  
	
   

  	
  Principal Investigator

  



 


 


Exhibit A - Statement of Work


Exhibit B - Budget and Payment Schedule


 


6

















 


EXHIBIT A - STATEMENT OF WORK


 


The research collaboration between Medarex and the
Duke Program in Molecular Therapeutics will involve studies on blood samples
from patients enrolled on the [ **** ] clinical trial at Duke (P.I. Michael A.
Morse, M.D.). Scientists at Medarex and in the Duke PMT will carry out research
into the immunologic responses induced by [ **** ]. This will include the [
**** ] studies to better characterize the immune response and investigation of
the underlying mechanisms involved. We hope these studies will provide new
insights into anti-cancer immunity and augmentation of the immune response by
cancer vaccines.


 


7

















 


EXHIBIT B - BUDGET AND PAYMENT SCHEDULE


 


[ **** ] Duke clinical trial: Collaborative Research
Agreement immune monitoring costs. Final budget.


 


	
  Procedure

  	
   

  	
  Day

  1

  	
   

  	
  Day

  ?

  	
   

  	
  Day

  56

  	
   

  	
  Schedule

  d84

  	
   

  	
  Day

  112

  	
   

  	
  Day

  140

  	
   

  	
  Procedures

  Per Patient

  	
   

  	
  TOTAL

  cost per

  patient

  	
   

  	
  Number

  of

  Patients

  	
   

  	
  TOTAL COST

  for all Patients

  	
   

  
	
  [ **** ]

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
  **

  
	
  [ **** ]

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [*]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  	
  [**]

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  [ **** ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SUB-TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [ **** ]

  	
   

  
	
  Dept. of
  Surgery [**] Indirect costs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FINAL TOTAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  [ **** ]

  	
   

  



 


8

















 


Payment Schedule:


 


Four payments of $[ **** ] will be made by Medarex to
Duke, at 3 month intervals.


 


Duke will invoice Medarex on the following schedule:


 


6/1/04* 9/ 1 /04 12/1/04 3/1/05


 


* [ **** ].


 


Notes:


 


The additional [**] just prior to the third injection,
between the [ **** ] samples, has increased [ **** ]


 


I have added in the costs for performing the [**] assay.


 


Procedure costs include all reagents, labor costs, and
provision of necessary equipment.


 


*Tetratner production costs are for the following
tetramers  [ **** ].


 


* * The tetramer testing is budgeted for [*] patients,
with an expected frequency of approx. [**] of patients being [*] will be performed
on all patients after the [*]. sample, all patients will be tested with the
tetramers on [**] and then subsequently found to be [**] will be tested at
later time points.


 


General comments:


 


[**]


 


Costs for shipping samples to Medarex and also for HLA
typing are NOT included here. Typically we would e FedEx/UPS/World Courier fund
code, and to supply shipping containers.


 


Costs of [**] typing are also NOT included. Medarex
will arrange a contract with another entity for [**] samples directly to this
entity.


 


9