Research Agreement with California Institute of Technology.



 Exhibit 10.3 
  
 RESEARCH AGREEMENT 
  
 RESEARCH AGREEMENT between the CALIFORNIA INSTITUTE OF TECHNOLOGY, of Pasadena, California, U.S.A., hereinafter referred to as “Institute”, and Arrowhead
Research Corporation, hereinafter referred to as “Sponsor”. 
  
 WHEREAS, the research program relating to the works of Dr. Marc Bockrath, hereinafter referred to as “Investigator”, and the Sponsor, and will further the instructional and research objectives of the Institute in a manner
consistent with its status as a nonprofit, tax-exempt, educational institution. 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 1. STATEMENT OF WORK. The Institute agrees to use its best effort to carry out the work defined in the Statement of Work attached as Exhibit I. 
  
 2. PRINCIPAL INVESTIGATOR. The research will be supervised by Dr. Marc Bockrath. If for any reason, he/she is unable to
continue to serve as Principal Investigator, and a successor acceptable to both the Institute and the Sponsor is not available, this Agreement shall be terminated as provided in Article 11. 
  
 3. PERIOD OF PERFORMANCE. The research shall be conducted during the period
of 1/1/04 through 12/31/08. This Agreement and the period of performance may be extended by mutual agreement of the parties. 
  
 4. REIMBURSEMENT OF COSTS. In consideration of the foregoing, the Sponsor will reimburse the Institute for all direct and indirect costs incurred in the
performance of the research which shall not exceed $162,070 per year of the total estimated project cost of $810,351, without written authorization from the Sponsor. If the Agreement is extended, the dollar value of costs to be reimbursed may be
increased by mutual agreement to cover additional work performed during the extension. 
  
 5. PAYMENT. Payment shall be made as follows: $162,000 per year for 5 years. Full payment for the first year shall be made within thirty (30) days of execution of this Agreement. Subsequent annual payments shall be
made within thirty (30) days of the anniversary of the commencement date of this Agreement. All payments to the Institute shall be net, and free and clear of all taxes, duties and levies. 
  
 6. ACCOUNTS AND RECORDS. The Institute agrees to maintain books, records, documents, and other evidence pertaining to all
costs and expenses to the extent and in such detail as will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies and services, and other costs, and expenses of whatever nature incurred in the performance of
this research. 
  
 7. TRAVEL. Travel costs shall be paid in
accordance with applicable Institute policies. 
  
 8. PERSONAL
PROPERTY. Title to all personal property to be used in the performance of this research and purchased with funds supplied under this Agreement, shall vest in the Institute upon delivery. 







 9. TECHINCAL DATA. 
  
 a. Ownership of, and the right to register copyright to documents related to computer hardware and software and associated
documentation (hereinafter “Documents”) shall remain in the Institute. The Sponsor shall be granted a nonexclusive, nontransferable, royalty-free license to use Documents, but only for Sponsor’s own internal purposes. The Sponsor
further agrees not to provide or otherwise make available Documents, or any copy of modification thereof in any form to any third party, except as may be permitted in writing by the Institute. As used herein “modification” shall mean any
source tapes, listings or other documentation remains essentially the same in both form and function as when originally provided by the Institute to the Sponsor. 
  
 b. All technical data other than Documents resulting from the research program under this Agreement shall be the property of
the Institute; however, a copy of all such technical data shall be provided to the Sponsor upon request, and, subject to Article 12 hereof; Sponsor shall have the right to use and disclose all such technical data as it sees fit. 
  
 10. PUBLICATIONS. It is anticipated that the Principal Investigator may
publish information regarding technical developments and/or research findings made by Institute employees under this Agreement. For such publication Principal Investigator agrees to submit a copy of the proposed publication to the Sponsor,
preferably at least (30) days prior to, but in no case later than simultaneously with submission for publication. Sponsor may request reasonable changes and/or deletions be made in any proposed publication. The Principal Investigator will consider
such changes but retains the sole right to determine whether such changes or deletions will be made. If Sponsor believes that the subject matter to be published warrants patent protection, it will identify the subject matter requiring protection and
notify the Institute. Institute agrees to use its best efforts to file a U.S. patent application prior to any date that would result in preventing the obtaining of a valid patent rights throughout the world when the Sponsor so identifies subject
matter requiring patent rights throughout the world when the Sponsor so identifies subject matter requiring patent protection from a review of the planned publication. Notwithstanding any other provisions of this Article 10, if the Institute is
unable to file a U.S. nonprovisional patent application, at its expense, prior to any date that would result in preventing the obtaining of valid patent right throughout the world when Sponsor so identifies subject matter requiring patent protection
from a review of a planned publication. 
  
 11. TERMINATION. The
Principal Investigator or the Sponsor shall have the right to terminate this Agreement upon sixty (60) calendar days’ written notice. In the even of termination by the Sponsor, the Institute shall make no further commitments and must take all
reasonable action to cancel outstanding obligations. The Institute shall be entitled to reimbursement for all costs incurred including reasonable cancellation charges for any purchase orders, subcontracts or other commitments made prior to notice of
termination. The Office of Management and Budget Circular A-21 shall be used in determining the allowable costs. 
  
 In the event the Institute employs personnel specifically for this work, it shall be entitled to full reimbursement for the salaries, benefits and overhead for such
personnel for a period of 60 days. 







 12. USE OF NAME. The Sponsor agrees that it will not use the name of the California Institute of
Technology in any advertising or publicity material, or make any form of presentation or statement in relation to research or testing done at the Institute which would constitute an express or implied endorsement by the Institute of any commercial
product or service, and it will not authorize other to do so, without first having obtained written approval from the Institute, Similarly, the Institute agrees that it will not use Sponsor’s Corporate name without its prior written
concurrence. 
  
 13. PATENTS. 
  
 a. Definition: “Subject Invention” means any invention or
discovery, whether or not patentable, conceived or first actually reduced to practice in the course of, or under this Agreement. “Joint Subject Invention” means any invention or discovery, whether or not patentable, (a) conceived or first
actually reduced to practice in the course of, or under this Agreement, jointly by the Institute and Sponsor Employees, (b) first actually reduced to practice by Institute Employees using Sponsor’s facilities and equipment, or (c) first
actually reduced to practice by Sponsor Employees using Institute facilities and equipment. The term “Subject Invention” includes, but is not limited to, any art, method, process, machine, manufacture, design or composition or matter, or
any new and useful improvement thereof; or any variety of plant, which is or may be patentable under the patent laws of the United States of America. 
  
 b. Reporting of Inventions. The Institute shall report each Subject Invention to the Sponsor as soon as possible after becoming aware of the
conception or reduction to practice thereof 
  
 c. Filing of
Applications. 
  
 1. The Institute shall retain
title to each Institute Subject Invention. As to each such Institute Subject Invention, Sponsor can request Institute to file a patent application and Institute agrees to do so provided Sponsor covers the cost of filing and maintaining the patent
application, patents issuing therefrom and foreign counterparts, if any. The Institute shall have the right thereafter to elect whether of not it will file a patent application covering Subject Invention. Patent applications relating to such Subject
Invention(s) shall be filed by the Institute in its name. 
  
 2. Joint Subject Inventions shall be jointly owned by Institute and Sponsor. Patent applications relating to a Subject Invention made jointly by Institute personnel and other persons participating in the work
supported by this Agreement shall be filed as mutually agreed by the parties, at Sponsor’s expense unless Sponsor has not initiated the filing of such patent applications, and Institute and Sponsor shall together select independent patent
counsel satisfactory to both parties to prepare and prosecute any such applications. Patent applications relating to Joint Subject Inventions shall be filed in the names of Institute and the Sponsor. 
  
 3. Subject Inventions made solely by person(s) who are not
Institute personnel shall be owned by Sponsor provided such personnel do not first actually reduce to practice a Subject Invention shall be a Joint Subject Invention as defined above. Patent applications owned by Sponsor shall be filed by Sponsor.








 4. As regards 13.c.1 and 13.c.2., both parties shall have the right to review and comment
upon applications and correspondence with the Patent Office and shall be provided with drafts thereof sufficiently in advance to reasonably allow for such review and comment. 
  
 5. Institute agrees that it will cause to be signed by concerned Institute personnel all documents necessary
to obtain patent as set forth above, and that Institute will do whatever Sponsor reasonably requests to obtain and maintain such patent rights, at the expense of Sponsor. 
  
 6. If Sponsor is not interested in having a patent application filed with respect to a particular Subject
Invention made solely by Institute personnel or jointly, Sponsor shall advise Institute of such fact within sixty (60) days from the date the Subject Invention was disclosed to Sponsor by Institute, or sooner if necessary to avoid loss of patent
rights. Institute may then at its own expense, file and prosecute such patent application, and patent application and any patents issuing therefrom shall not be included within the rights licensed to Sponsor pursuant to this Agreement, and Institute
shall be free to license its rights in such patent to any party. 
  
 d. Licenses. 
  
 1. For any Subject
Invention for which Institute has any right, Sponsor shall receive a nonexclusive, royalty-free, irrevocable license to use the invention covered by the license for its own internal purposes. However, such a nonexclusive license will not include the
right to sublicense and is nontransferable, except in the event of the transfer or sale of all or substantially all of Sponsor’s assets to a third party. 
  

2. Sponsor shall have the option to acquire, upon mutually agreeable terms, a royalty bearing, exclusive or nonexclusive, world-wide
license in the Field, including the right to sublicense, to make, have made, use, lease and sell products embodying or produce through the use of any Subject Invention. Said option must be exercised by written notice to Institute within six (6)
months after receiving from Institute written notice of the filing of a patent application. If Sponsor elects to exercise its option to acquire a license on mutually agreeable terms within the prescribed time period, both parties agree to negotiate
license terms in good faith but not to exceed 2%. All such negotiations including the execution of a license agreement shall be completed within six (6) months of written notice to Institute of Sponsor’s exercise of said option. If Sponsor
fails to agree to terms waived said option, and the Institute shall be free to license a third party; provided, however, that for a period of three (3) years after written notice of Sponsor’s exercise of its option to Subject Invention(s), the
Institute shall not agree to license a third party on more favorable terms than were offered to Sponsor without first offering Sponsor a license on those more favorable terms and providing Sponsor with ninety (90) days in which to accept such offer.
If Sponsor fails to notify Institute within the ninety (90) days that is has accepted such terms, Sponsor shall be deemed to have rejected the offer, and Institute shall, thereafter, be free to license its rights in the Subject Invention(s) to other
parties. If Sponsor notifies Institute within ninety (90) days that it accepts such an offer, Institute shall be deemed to have entered into a binding license agreement with respect to such terms. 







 3. Any license granted to Sponsor pursuant to paragraph l3.d.2. shall be subject to the
California Institute of Technology Patent Policy and Institute’s prior agreements with other sponsors and shall provide: (a) for a reasonable royalty on net sales of products utilizing the licensed technology to be paid to the Institute; (b)
for Institute to retain a nonexclusive license, with the right to grant sublicenses, for research purposes only; (c) if and to the extent applicable to the licensed Subject Invention, that the rights of the Unites States of America as set forth in
Public Laws 96-517 and 98-620 (codified at 35 U.S.C. 200 et seq.) are especially reserved, and that Sponsor shall comply with the provision of 35 U.S.C. 204, as amended from time to time; and (d) that nothing contained in this clause shall imply a
license to the Sponsor under any patent, patent application or other invention other than a Subject Invention as defined herein. 
  
 e. Government Rights. Under certain circumstances, it is possible that the research may be supported in part by one or more agencies of the U.S.
Government. If this should occur, the reporting of inventions or discoveries and the disposition of title to patent applications or patents resulting therefrom will be subject to the terms and conditions of the institute’s contractual agreement
with any such agency or agencies. If such a circumstance develops and if the Sponsor desires to acquire rights, the institute agrees to make every possible effort to acquire title to such inventions and to offer the Sponsor the option for
acquisition of rights as outlined in the preceding paragraph, subject to the prior rights of, or conditions imposed thereon by, the U.S. Government. 
  
 14. CONFIDENTIALITY OF SPONSOR’S INFORMATION. Sponsor may wish, from time to time, in connection with work contemplated under this Agreement, to
disclose confidential information to Institute personnel. To protect the confidentiality of such information, Sponsor may request the Principal Investigator, who has the right to refuse to accept such information, to sign a confidentiality agreement
with Sponsor, in the form of Exhibit 2 hereto. Such a request shall not extend to other research personnel. Institute will not be responsible for any failure of individual performance under such confidentiality agreement. 
  
 15. LIABILITY. 
  
 a. Indemnification. Sponsor shall defend, indemnify and hold harmless Institute, and its trustees, officers,
employees and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any and all liability, damage, loss or expense (including attorneys’ fees and expenses of litigation) that may be incurred by or
imposed upon the Indemnitees, or any of them, in connection with any claim, suit, demand, action or judgment arising out of the following: 
  
 1. the design, production, manufacture, sale, use in commerce, lease or promotion by Sponsor or by and Affiliate or sublicensee of the
Sponsor or any product, process or service relating to or developed pursuant to this Agreement; or 
  
 2. any other activities to be carried out pursuant to this Agreement. 
  
 Sponsor’s indemnity under 1. shall apply to any liability, damage, or loss or expense whether or not it is attributable to the
negligent activities of the Indemnitees. Sponsor’s indemnification under 2. shall not apply to any liability damage, loss or expense to the extent that it is attributable to the negligence or willful misconduct of the Indemnitees. 







 b. Warranties. Institute makes no warranties, express or implied, as to any matter whatsoever, including,
without limitation, the condition of the research or any invention(s) or product(s), whether tangible, conceived, discovered, or developed under this Agreement; or the merchantability, or fitness for particular purpose of the research or any such
invention or product. Institute shall not be liable for any direct, consequential, or other damages suffered by Sponsor, any licensee, or any other resulting from the use of the research or any such invention or product. 
  
 16. INDEPENDENT CONTRACTOR. For the purpose of this Agreement and all
services to be provided hereinunder, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other part. Neither party shall have authority to make any statement, representations or commitments or
any kind, or to take any action that shall be binding on the other party, except as may be explicitly provided for herein or authorized in writing. 
  
 17. GENERAL. 
  
 a. This Agreement may not be assigned by either party without the prior written consent of the other party. 
  
 b. This Agreement constitutes the entire and only agreement between the
parties relating to the work that is covered by the attached Statement of Work and supported with funds provided by this Agreement, and all prior negotiations, representations, agreement and understandings are superseded hereby. No agreements
altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. 
  
 18. NOTICES. All notices or other administrative documents shall be directed as follows: 
  

							
	 To:    Sponsor
	 	 To:    California Institute of Technology

	 Arrowhead Research Corporation
	 	 Office of ‘Sponsored Research

	 150 South Los Robles Avenue’
	 	 (M/C 213-6)

	 Suite 480
	 	 California Institute of Technology

	 Pasadena, CA 91l01
	 	 12oo E. California Blvd

	 Phone: (626) 792-5549
	 	 Pasadena, CA 91125

	 Fax: (626)449-6299
	 	 Phone: (626) 395-6357

	 	 	 Fax: (626) 584-Q963

		
	 SPONSOR
	 	 CALIFORNIA INSTITUTE OF TECHNOLOGY

				
	 NAME:
	 	 R. Bruce Stewart
	 	 NAME:
	 	 DAVID J. MAYO

	 	 	 	 	 	 	 Associate Director of Sponsored

	 	 	 	 	 	 	 Research

	 	 	 	 	 	 	 California Institute of Technology

	 SIGN:
	 	 /s/ R. Bruce Stewart

	 	 SIGN:
	 	 /s/ David J. Mayo


	 DATE:
	 	 September 21, 2003
	 	 DATE:
	 	 September 29, 2003










			
	Bockrath — Arrowhead Research	 	EXHIBIT I

  
 OUTLINE OF RESEARCH OBJECTIVES AND
PLAN OF WORK FOR 
  
 The goal of my research program is to
investigate, exploit and manipulate novel phenomena that emerge in nano-scaled materials. In particular, this program aims to identify and understand new transport phenomena in nano-scaled systems, to create devices such as memories and logic gates
that operate on new principles, and to find new ways to control and detect the motion of matter on the nanometer scale. 
  
 The study of matter that is patterned on the nanometer length scale is an exciting and fascinating frontier of science. The behavior of ultra-small
objects often differ in remarkable ways from their bulk counterparts, and can lead to surprising new phenomena differing sharply from what might be expected by simply considering scaled-down versions of the laws governing bulk matter. Investigating
the properties of nanometer scaled matter thus leads to the observation of new phenomena and requires new concepts to understand them, comprising a rich and dynamic facet of the scientific enterprise. In turn, this new understanding promises to
provide a coherent and unified understanding of the disparate fields of condensed-matter physics, biology and chemistry. 
  
 Aside from yielding such fundamental knowledge, the manipulation and control of matter at the nanometer length scale promises to have a wide variety of
technological applications. These applications range from nano-scale optoelectronic components to chemical and biological sensors and electronic circuits. In particular, the area of information technology promises to benefit greatly from the
enhanced device speed and integration density afforded by nanometer scale devices. However, we must understand the new transport phenomena that emerge in nano-scale materials in order to enable the rational design of devices such as memory elements
and logic gates. This research area comprises the burgeoning field of nanoelectronics, a sub-field of nano-scaled technology that generated a great deal of excitement. We will fabricate these devices using a combination of “bottom-up”
chemical or biological synthesis and “top-down” conventional lithographic techniques, comprising a variety of materials ranging from carbon nanotubes to individual molecules, and we will perform a variety of transport and scanned-probe
experiments to elucidate and exploit their properties. An example of this technique is shown in Fig. I, which shows an AFM image of a multi-walled nanotube incorporated into a field-effect transistor geometry. 
  
 Moreover, we will fabricate devices with novel principles of operation based
on the interplay between the electronic and mechanical degrees of freedom of nanometer scale objects. In the simplest case these devices may yield faster and more compact versions of conventional micro-electromechanical (MEMS) devices. More
importantly, for sufficiently small structures, novel electromechanical properties emerge, in analogy to the new electronic properties that emerge in nanoelectronic systems. Ultimately, from these devices we will endeavor to both develop novel
approaches to controlling and detecting the motion of matter at the nanometer scale and exploit new physical phenomena to create nanoscale devices with unique functionality. Examples of such nanoelectromechanical devices could potentially include
ultra-small resonators, oscillators, and mixers operating at microwave frequencies. 
  
 Indeed, the revolutionary possibilities afforded by gaining control and understanding of the 







 behavior of matter at nanometer length scales seem nearly limitless. Our research group aims to create a synergistic
enterprise to explore, understand, and exploit this abundantly fertile area with the goal of producing a wealth of novel and useful devices and concepts. 
  
 DELIVERABLES TO ARROWHEAD RESEARCH 
  
 The deliverables will consist of a technical report supplied to Arrowhead Research at each anniversary of the start date of this research agreement. Each technical report
will include details of scientific progress and results covered by the work outlined in the research agreement, as well as highlighting specifically those results that may be of possible commercial interest to Arrowhead Research. In addition, at the
end of each year, Bockrath agrees to submit a follow-on Statement of Work, mutually agreeable to both parties, that will reflect any changes in research goals or that identifies new opportunities that both Bockrath and Arrowhead Research wish to
pursue. Caltech will also provide reprints of any publications in scientific journals resulting from the work outlined in the research agreement. In addition, brief (one page), non-technical reports on our research progress, intended for a general
audience including stockholders of Arrowhead Research, will be supplied on request. 
  
 BUDGET JUSTIFICATION 
  
 Budget Request Summary:
The PI is requesting a total dollar amount of $810,351 for the full five year period of the research agreement with Arrowhead Research. The amount of$162,070 per year includes direct costs such as salaries and benefits for two graduate and
undergraduate students, administrative support, domestic travel, and supplies and expenses, and indirect costs, at the Indirect Cost Rate of 62%. 
  
 Salaries: The salaries of two full-time graduate students, at $22,000 per person per year, will be supported by this research agreement. In addition,
graduate students require tuition costs of $13,970 per person per year. An amount for administrative support of $l0,000 along with $2,650 in fringe benefits is also requested. 
  
 Supplies and Expenses: The requested amount of $15,000 per year for routine supplies and expenses is based on an estimate of
$7,500 per person per year. These funds will be used to purchase items such as helium gas and liquid, glassware, silicon and silicon-nitride AFM tips, machine shop, electrical shop and glass shop charges, computers, monitors and printers. The funds
also estimate yearly charges from the microfabrication user facility in the Applied Physics Department and the TEM facility in the Materials Science Department at Caltech. 
  
 Equipment: An amount of $5000 is requested to acquire a computer along with specialized hardware to perform transport
measurements. 
  
 Domestic Travel: Funds of $3060 per year will be
used to pay for expenses incurred for three conference visits to meetings such as (but not limited to) the American Chemical Society, the American Physical Society, and Gordon Research Conferences. These funds cover travel expenses, conference fees
and lodging. 







 EXHIBIT 2 
  

CONFIDENTIALITY AGREEMENT 
  
 The undersigned investigator,
                                        
(“Investigator”) declares that he or she has: read and is familiar with the provisions of the agreement dated
                     between
                                        
(“Sponsor”) and the Institute, and hereby agrees to be bound by the terms and conditions thereof. Investigator Further agrees to keep confidential any proprietary information received from Sponsor, which is designated in writing by
Sponsor as being confidential, for a period of three (3) years from the date it is received, provided that this obligation shall not apply to any information which: 
  
 a. was already known to the Investigator as evidenced by his/her written records; 
  
 b. is or later becomes publicly known under circumstances involving no breach
of this agreement by the Investigator; 
  
 c. is lawfully
disclosed to the Investigator by a third party free of restrictions upon disclosure. 
  
 The confidentiality obligations of Investigator will not preclude disclosure pursuant to a valid subpoena, court order or requirements of applicable law. 
  

	
	

	 Signature
                                        
                        Date

	
	

	 Printed Name of Investigator, Title

	
	 WITNESSED BY:

	
	

	 Signature
                                        
                        Date

	
	

	 Printed Name of Witness