THIS RESEARCH AGREEMENT is made on 25 th September 2006
IT IS HEREBY AGREED:
The following terms shall have the following meanings:
“ Background Intellectual Property ” shall mean any Intellectual Property of either party relevant to this particular project
in existence as at the date of this Agreement or which comes into existence during the Contract Period but which is not
generated pursuant to the Study;
“ Confidential Information ” shall mean all information of a confidential nature concerning the Study or disclosed (whether
in writing, orally or by any other means and whether directly or indirectly) by one party (the “ Disclosing Party ”) to the
other party (the “ Receiving Party ”) whether before or after the date of this Agreement including, without limitation, any
information relating to the Disclosing Party’s products, operations, processes, plans or intentions, laboratory data, other
Study data, specifications, Intellectual Property Rights, trade secrets, partnering plans, marketing plans, market
opportunities and business affairs;
(1) VIA PHARMACEUTICALS INC. 750 Battery Street, Suite 330 San Francisco, CA 94111 (“ Company ”); and
(2) UNIVERSITY OF LIVERPOOL of The Foundation Building, 765 Brownlow Hill Liverpool, L69 7ZX (“ University ”).
A The University has expertise in the field of tachykinin in vitro and in vivo models for different disease states and is able to
carry out research in that field.
B The Company wishes to commission a programme of research in that field to be undertaken by the University.
“ Contract Period ” shall mean from 1 st November 2006 to August 2007;
“ Intellectual Property ” shall mean patents, trade marks, service marks, registered designs, domain names, applications for
any of the foregoing, trade and business names, unregistered trade marks and service marks, Know-How, copyrights,
rights in designs, rights in databases, rights in inventions, rights in improvements and right