Exhibit 10.33
MATERIAL TRANSFER AGREEMENT
(Critical Limb Ischemia Trial)
By and Between
CORAUTUS GENETICS INC.,
A Delaware Corporation,
And
CARITAS ST. ELIZABETH’S MEDICAL CENTER OF BOSTON, INC.,
A Massachusetts Not For Profit Corporation
January 6, 2006
MATERIAL TRANSFER AGREEMENT
THIS MATERIAL TRANSFER AGREEMENT is entered into, effective as of January 6, 2006, by and between CORAUTUS
GENETICS INC., a Delaware Corporation (“Corautus”), and CARITAS ST. ELIZABETH’S MEDICAL CENTER OF BOSTON,
INC., a Massachusetts Not For Profit Corporation (“Recipient”).
W I T N E S S E T H :
WHEREAS , Corautus licenses intellectual property rights to the vascular endothelial growth factor-2 gene, referred to as
VEGF-2, and has produced proprietary naked plasmid DNA encoding for VEGF-2, including plasmid DNA sometimes referred to
as phVEGF-2 or pVGI.1(VEGF2);
WHEREAS, Recipient desires to use the VEGF-2 gene plasmid DNA material and related documentation for the limited
purpose of the Research Study as hereinafter defined;
WHEREAS, Corautus has agreed to transfer to Recipient, and Recipient has agreed to receive from Corautus, certain
quantities of Original Biological Materials, as defined below, and related documentation for such limited purposes pursuant to
the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.01 Definitions . For purposes of this Agreement, the following capitalized terms shall have the following respective means:
(a) “ Act ” means the United States Food, Drug and Cosmetic Act, as may be amended from time to time, to the extent
applicable.
(b) “Additional Clinical Trials” means Phase II, Phase III or any other human clinical trial testing the safety and
efficacy of the Biological Mate