f10k2009a1ex10vii_kraig.htm


Exhibit 10.7







INTELLECTUAL PROPERTY/COLLABORATIVE RESEARCH AGREEMENT







 


between


 


Kraig Biocraft


Laboratories, Inc. (SPONSOR)


 


and


 


The University of Notre Dame du Lac (NOTRE DAME)







 


1.           Scope of Work


 


SPONSOR grants to NOTRE DAME and NOTRE DAME accepts support for basic research investigations under the direction of Dr Malcolm Fraser at College of Science in the department of Biological Science as described in the attached Statement of Work (Attachment A). NOTRE DAME undertakes this research in furtherance of its goal of seeking new knowledge.







 


2.           Compensation


 


In consideration of NOTRE DAME's exerting its good faith efforts to carry out the research described in Attachment A (Research Plan), SPONSOR will pay NOTRE DAME the amounts specified in, and in the manner provided by, Attachment B (Compensation)


 


3.           Period of Performance


 


Research under this Agreement will be performed during the period March 1, 2010 through February 28, 2011







 


4.           Technical Representatives


 


SPONSOR'S technical representative shall be Kim Thompson or such other representative as SPONSOR may subsequently designate in writing.  NOTRE DAME's Principal Investigator shall be Dr Malcolm Fraser who shall be responsible for the direction and conduct of the Research.


 


5.   Consultation with SPONSOR'S Representatives


 


During the period of this Agreement, SPONSOR'S Technical/Scientific Representative und other representatives may have reasonable access to consult informally with NOTRE DAME's Principal Investigator regarding the Research both personally and by telephone. Access to work carried on in NOTRE DAME Laboratories in the course of the Research shall be entirely under the control of NOTRH DAME personnel; SPONSOR'S representatives shall be permitted to visit such laboratories only during usual hours of operation as is mutually agreeable.


 


6.   Technical Reports


 


The Principal Investigator shall make up to four (4) oral reports each year if requested by SPONSOR'S Technical Representative. Within sixty (60) days after the expiration of this Agreement   the Principal Investigator shall submit a comprehensive final report to SPONSOR.


 


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7.    Publicity


 


Neither party shall use the name of the other in any form of advertising or promotion without the prior written approval of the other. The parties may T  however, acknowledge SPONSOR'S support for, and the nature or, the investigations being pursued under this Agreement. In any such statement, the relationship of the parties shall be accurately and appropriately described.


 


8.   Publication


 


NOTRE DAME has the right to publish and otherwise publicly disclose information it has gained in the course of the Research. In order to permit SPONSOR an opportunity to determine if patentable inventions are disclosed, the Principal Investigator will provide Sponsor with copies of articles written by project personnel reporting on the Research prior to or coincidental with submission for publication. NOTRE DAME and SPONSOR shall inform the Principal Investigator of the effect on patent rights of the disclosure of patentable information prior to the Filing of a patent application.


 


9.           Intellectual Properly


 


All rights in inventions, discoveries, biological material, or software created in (he course of the Research shall be the property of NOTRE DAME.  NOTRE DAME shall promptly report any such inventions, discoveries, biological material or software to SPONSOR upon receipt of a written report from the Principal Investigator




 


a)           Patents


 


NOTRE DAME agrees to cause patent applications to be filed and prosecuted in its name at SPONSOR'S request and expense on inventions or discoveries conceived and reduced to practice in the course of the Research ("Project IP").   NOTRE DAME shall promptly notify SPONSOR and provide it a copy of any such patent application.  From the date of notification, SPONSOR shall have a six (6) month period to negotiate the terms of an exclusive license agreement for Project IP and NOTRE DAME agrees to negotiate these license terms and conditions consistent with the License Agreement in Attachment C, provided Sponsor is in compliance with this Agreement. During this period NOTRE DAME will not offer a commercial license for Project IP to any other party


 


In the event SPONSOR does not agree, within thirty (30) days after notification of NOTRE DAME's intent to file a patent application, to support said filing, NOTRE DAME may file at its own expense and SPONSOR shall have no further rights in that patent application.


 


b)           Unpatented Technology


 


All rights in technology treated in the performance of the Research for which NOTRE DAME does not seek patent   protection shall be owned by   NOTRE DAME.  Upon receipt of a written description or sample of such technology, SPONSOR shall have a six (6) month period to negotiate the terms of an exclusive license agreement for Project IP and NOTRE DAME agrees to negotiate these license terms and conditions consistent with the License Agreement in Attachment C, provided Sponsor is in compliance with this Agreement. During this period NOTRE DAME will not offer a commercial license for Project IP to any other party


 


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c)          Grant of Rights


 


For disclosures for which the SPONSOR provides notice to NOTRE DAME under §9a., NOTRE DAME grants the SPONSOR a non-exclusive, paid-up, royalty-free license for internal use on any Joint Intellectual Property developed pursuant to this agreement. SPONSOR will bear the cost of preparing, filing, prosecuting and maintenance of the patent(s) as outlined in §  9a.


 


d)          Background Intellectual Property


 


"Background Intellectual Property" shall mean NOTRE DAME Patents with the following patent number


 


ft 6,218,185, issued April 17, 2001, entitled "Piggybac transposon-based genetic transformation system for insects", # 6,551,825, issued April 22,2003 entitled "Piggybac transposon-based genetic transformation system for insects", # 6,962,810, issued November 8, 2005 entitled "Methods and compositions for transposition using minimal segments of the eukaryotic transformation vector Piggybac”, # 7,105,343, issued September 12, 2006 entitled "Methods and compositions for transposition using minimal segments of the eukaryotic transformation vector Piggybac", and Application # 11/454.947 filed June 19, 2006 entitled "Methods and compositions for transposition using minimal segments of the eukaryotic transformation vector Piggybac"


 


Sponsor has certain rights to Background Intellectual Property.  From the date of notification pursuant to 9.a), SPONSOR shall have a six (6) month period to negotiate the terms of a license agreement for Project IP and Background IP and NOTRE DAME agrees to negotiate these license terms and conditions consistent with the License Agreement in Attachment C, provided Sponsor is in compliance with this Agreement.


 


10.           Collaboration







It is understood that the NOTRE DAME investigators shall be free to discuss the Research with other investigators and to collaborate with them to the extent that no rights under any other agreement between the parties are infringed.


 


11.           Indemnification


 


SPONSOR hereby waives, and agrees to indemnify, defend, and held harmless NOTRE DAME and its employees, agents, and students from any claim, loss, cost, expense, or liability of any kind including reasonable attorney's fees and expenses arising out of or connected with this Agreement or   the Research, except to the extent such claim is due to the negligence of NOTRE DAME, and including without limitation, product liability claims relating to products based on the Research.  NOTRE DAME shall promptly notify SPONSOR of any such claim and shall cooperate with SPONSOR and its insurance carrier in the defense of the claim. SPONSOR agrees to consult with NOTRE DAME regarding the defense of such claim and to submit any proposed settlement to NOTRE DAME in advance of its approval.




 


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12.           Warranties


 


NOTRE DAME MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY, OR ACCURACY OF THE RESEARCH OR ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT NOTRE DAME SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY SPONSOR, ANY LICENSEE, OR ANY OTHERS RESULTING TROM THE USE OF THE RESEARCH OR AN Y SUCH INVENTION OR PRODUCT


 


13.           Independent Contractor


 


For the purposes of this Agreement and all services to be provided hereunder, each party shall be, and shall be deemed to be, an independent contractor and not an agent or employee of the other party  Neither party shall have authority to make any statements, representations nor commitments of any kind, or to take any action, which shall be binding on the other party, except as may be explicitly provided for herein or   authorized by the other party in writing.


 


14.           Governing Law


 


The validity and interpretation of this Agreement shall he governed by the laws of the State of Indiana in the United States of America.


 


15.           Assignment







 


This Agreement shall not be assignable by either party without the prior written consent of the other party  Such consent will not be unreasonably withheld.  Any and all assignments not made in accordance with this section shall be void.







 


16.           Notices


 


Any notice or report required or permitted to be given under this Agreement shall be deemed to have been sufficiently given for all purposes if mailed by first class certified or registered mail to the following addresses of either party


 


Director, Post-Award Administration


University of Notre Dame


511 Main Building


Notre Dame, Indiana  46556


 


and


 


Kim Thompson, CEO


 


Kraig Btocraft Laboratories


120 North Washington Square, Suite 805


Lansing, MI 48933


 


or to such other addresses as shall hereafter have been furnished by written notice to the other party




 


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17.        Title to Equipment


 


NOTRE DAME shall retain title to all equipment purchased and/or fabricated by it with funds provided by SPONSOR under this Agreement.


18.            No Oral Modification







No change, modification, extension, termination, or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in wiring and signed by duly authorized representatives o f the parties hereto







19.           Term and Termination


 


This Agreement shall expire on February 28, 2011 unless extended or sooner terminated in accordance with the provisions of this section.


 


Either party may terminate this Agreement by giving the other party ninety (90) days prior written notice of its election to terminate.  In addition, NOTRE DAME may terminate this Agreement immediately if circumstances beyond its control preclude continuation of the Research.







 


Upon termination of this Agreement, SPONSOR shall reimburse NOTRE DAME for all reasonable expenses or uncancellable commitments incurred as of the date of notice of termination but not to exceed the total amount committed under this Agreement.


 


Termination or expiration of this Agreement for reasons other than, an unremedied failure to meet the material obligations under this Agreement shall not affect the rights and obligations of (he parties accrued prior to termination.


 


20.           Entire Agreement


 


This instrument contains the entire Agreement between parties hereto.  No verbal agreement, conversation or representation between any officers, agents, or employees of the parties hereto either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained.


 


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IN Witness WHEREOF, the parties have caused this Agreement to be executed as of


 



	  	
Kraig Biocraft Laboratories, Inc.  


 

	  	  	
The University of Notre Dame du Lac

	  
	
By:

	
/s/Kim Thompson   

	  	
By: 

	
/s/ Liz Rulli 

	  
	  	
Kim Thomson   

	  	  	
Liz Rulli

	  
	  	
Chief Executive Officer   

	  	  	
Assistant Vice President for Research

	  
	  	
Date: March 20, 2010

	  	  	
Date: March 15, 2010 

	  





                                                          


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