FIRMADO_12.04.2021_3a_CONVENIO_MARCO_VACCIGEN-UN_signed_120421.es.en.pdf - Paola Siegert

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Page 1 from 8 COOPERATION FRAMEWORK AGREEMENT SUBSCRIBED BETWEEN VACCIGEN LLC and UNIVERSIDAD NACIONAL DE COLOMBIA IDENTIFICATION OF THE PARTIES VACCIGEN LLC (hereinafter VACCIGEN) ALIADONo. 1 EIN 85-2047705 Legal representative: Jorge E. Osorio NATIONAL UNIVERSITY OF COLOMBIA (hereinafter AN I) ALIADONo. two NIT 899.999.063-3 Legal representative: Dolly Montoya Castaño CC 41.437.894 CONSIDERATIONS, BACKGROUND AND IDENTIFICATION OF NEED 1. VACCIGEN is a private law company, with financial and administrative autonomy, registered in Madison (Wi) United States, whose main purpose is to carry out scientific research studies in Biotechnology. two. What, AN I As the nation's University, its mission is to promote equitable access to the Colombian educational system, to provide the widest range of academic programs, and to train competent and socially responsible professionals. Contribute to the elaboration and resignification of the nation project, study and enrich the cultural, natural and environmental heritage of the country. As such, it advises him on the scientific, technological, cultural and artistic orders with academic and investigative autonomy. 3. That this collaboration agreement seeks to promote coordination and complementarity of competencies in all stages of research and development and strengthen new sustainable capacities of THE PARTS whose activities will include studies on infectious, zoonotic and emerging diseases with an impact on animal and human public health, carried out under national and international norms and regulations. Four. That, by virtue of the special agreement signed between the National University of Colombia, the Ruta N Medellín corporation, and the University of Wisconsin-Madison for the establishment of the Colombia Wisconsin One Health genomic center, it is of interest to VACCIGEN join forces in favor of the mission and vision of said center of excellence. 5. That, consequently and in order to regulate the relationship between THE PARTS, They have decided to sign this framework agreement in accordance with the following elements: ESSENTIAL ELEMENTS OF THE AGREEMENT The purpose of this agreement is to carry out cooperation for research FIRST and knowledge generation within the framework of collaborations OBJECT between THE PARTS. Additionally, this agreement also seeks to establish the general conditions in which THE PARTS will develop and Page two from 8 will carry out research, innovation and development projects in the field of “One Health”, onwards THE PROJECTS. SECOND The scope and expected results of THE PROJECTS will be specifically SCOPE AND determined in each research project held between RESULTS THE PARTS, which will be formalized through specific agreements that will EXPECTED FROM contain, among others, clauses that regulate the following: objective, scope, PROJECTS obligations, term, value, intellectual property. THIRD Within the framework of this agreement, VACCIGEN, seek research OBLIGATIONS OF opportunities in One Health, manage and support the formulation of VACCIGEN PROJECTS and it will facilitate access to their cooperation networks. QUARTER Within the framework of this agreement, THE UNAL facilitate, manage and support the formulation and development of PROJECTS At One Health, you will manage and OBLIGATIONS OF support, open training opportunities and facilitate access to your cooperation AN I networks. They will have the following joint obligations: 1. Define a Work Plan to execute THE PROJECTS with a clearly identified schedule of activities, adjusted to the conditions of time, activities and committed deliverables; also establishing the determinations under which this Agreement will operate. This work plan must be known by students, teachers and other personnel who participate in the development ofTHE PROJECTS. two. Establish the conditions of each DRAFT, responsibilities and criteria for choosing the professionals who will be part of it. 3. Run every DRAFT within the stipulated deadlines. Four. Make the counterpart contributions in kind and in cash according to FIFTH the budgets approved in each DRAFT. RESPONSIBILITIES 5. Execute all the deliverables, results and activities to which they SETS OF are committed in each DRAFT. 6. To strive for the achievement of the objectives and proposed results. PARTS 7. Form a work team with technical capacity and sufficient knowledge to carry out the execution of each DRAFT. 8. Guarantee dedication to the work of each DRAFT of the teachers, students and personnel involved in the execution of the Work Plan. 9. Make appropriate use of resources, according to the approved budget. Said resources will be used solely and exclusively for the development of each activity of eachDRAFT and for accounting purposes, the supports that prove the expenses and investments made must be delivered. 10. Participate in the meetings and trainings that are necessary and convened by any of THE PARTS, to coordinate everything related to the development and execution of each DRAFT. Page 3 from 8 THE PARTS appoint as managers and supervisors of the activities subject to this Agreement: By VACCIGEN: JORGE OSORIO BENÍTEZ Email: [email protected] Tel (1) 608-438-9558 123 West Washignton Avenue Madison, WI. USA By LA UNAL: Juan Pablo Hernández-Ortiz (Professor of Materials and SIXTH Nanotechnology) COORDINATION Mail: [email protected]; [email protected] Tel 425 52 49 Faculty of Mines Calle 75 # 79A-51 Block M17, 407-02, Medellin, Antioquia PARAGRAPH: If a change of responsible is required, this news must be communicated in writing to THE PARTS within a period of no more than five (5) business days. THE PARTS agree that the Intellectual Property on the results derived from each DRAFT what this agreement is about, will be governed by the laws in force in the matter and by what is stipulated here, as follows: 1. The patrimonial rights of author on the scientific articles, papers, lectures, software and other goods protected by the Copyright, which are derived from the execution of each DRAFT, will belong to THE PARTS according to their creative, economic and in-kind contribution. SEVENTH two. Intellectual property rights over devices, artifacts, machinery, PROPERTY schematic plans, test protocols, methodologies and other INTELLECTUAL creations that may be protected by industrial property, derived from the execution of each DRAFT, will belong to THE PARTS in proportion to its economic contribution and in kind, as well as its inventive contribution in each development. 3. Themoral rights of author will belong to the authors of the works created in development of each DRAFT, in accordance with the provisions of the law. In the event that the Parties want to modify the Intellectual Property, they may do so in each specific agreement that is signed. At the end of each PROJECT, THE PARTIES will meet within a period of EIGHTH forty-five (45) days following the signing of the termination certificate, OWNERSHIP OF to sign an agreement on the ownership of intellectual property rights RIGHTS AND and on the economic exploitation of the results of each Page 4 from 8 POTENTIAL DRAFT. Said agreement will have, at a minimum, the guidelines related to OPERATION OR the ownership of the intellectual property rights of patrimonial content COMMERCIALIZATION that corresponds to each party, as well as instructions regarding the FROM THE RESULTS proportion that corresponds to THE PARTS on the benefits of the exploitation, those responsible for the commercialization and the forms and access rights that will be granted or authorized to the other parties of each DRAFT, with regard to research and economic and commercial exploitation of the results thereof. None of THE PARTS may make use (for any purpose) or economically or commercially exploit the prior knowledge provided by the other parties, until the agreement mentioned in this clause is signed. This agreement may be modified by mutual written agreement of NINTH THE PARTS, at the initiative of either of the two. PARAGRAPH: This agreement nullifies all prior contracts and MODIFICATION commitments, both written and verbal, entered into in relation to the same object. NO EXISTENCE OF THE SOLIDARITY REGIME. There will be no legal TENTH solidarity regime between THE PARTS that sign this agreement, because SOLUTION OF each one will respond to third parties, for the obligations that it Differences specifically assumes because of it, indemnity is maintained between THE PARTS. In all actions derived from this agreement and the subsequent specific agreements, the parties agree that the employees, contractors or personnel of THE PARTS They will carry out their activity only under the direction of THE PARTY with which they have established their labor or contractual relationship Eleventh and each party will be in charge of giving orders to their staff and NO EXISTENCE OF THE remunerating their services. THE PARTS EMPLOYMENT RELATIONSHIP They will ensure that all the persons designated to comply with the obligations derived from this contract, that is, their teachers, researchers and staff are affiliated with the Comprehensive Social Security System, with respect to the students participating in the agreement, they must have a student policy or they must be affiliated with social security. There will be no TWELFTH legal solidarity regime betweenTHE PARTS that sign this agreement, NO EXISTENCE OF because each one will respond to third parties, for the obligations that it REGIME OF specifically assumes because of it, indemnity is maintained between THE PARTS. SOLIDARITY This agreement will be governed, interpreted and executed in full in THIRTEENTH accordance with the laws of the Republic of Colombia and the agreements that APPLICABLE LAW have validly been signed with other countries and that are applicable to this association agreement. THE PARTS They may not partially or totally assign the execution of this agreement FOURTEENTH to a third party, except with the express and written authorization of the same. ASSIGNMENT Page 5 from 8 THE PARTS They will endeavor to provide, in accordance with their budgets, FIFTEENTH the necessary means to put this agreement into action and, if necessary, TERMS they will request those means from organizations that promote research. FINANCIAL The signing of this agreement does not generate any immediate financial commitment for any ofTHE PARTS. This agreement will be terminated in advance, either during the initial term or any of its extensions, based on any of the following causes: 1. Expiration of the term of duration stipulated in the seventeenth clause. two. Due to total or partial breach of any of the obligations in charge of THE PARTS. 3. By mutual agreement of THE PARTS stated in writing and with just cause no less than thirty (30) days prior to the termination date. SIXTEENTH Four. Unilaterally at any time, prior notice to the other with no less CAUSES OF than one (01) month in advance of the date on which it is desired TERMINATION to terminate, provided that the termination does not imply the waiver of rights caused or acquired in favor of any of THE PARTS. 5. In the other cases provided for in the Law. FIRST PARAGRAPH: If, when operating the unilateral termination or by mutual agreement referred to in this clause, specific tasks, programs, projects or activities are pending in charge of the renouncing party, they will continue to be developed until their completion, unless otherwise stipulated. SECOND PARAGRAPH: Within one (1) month following the delivery of the final report of the activities that are the object of this agreement, THE PARTS They will sign a termination certificate for the agreement. This agreement will have a duration of three (3) years and will be extended by prior written agreement between the Parties, provided that a favorable SEVENTEENTH evaluation is made by THE PARTS. Any of THE PARTS You can terminate it at DURATION any time, as long as you notify the other in writing PART with a minimum notice of six (6) months to the date on which its termination is intended, without prejudice to the activities previously agreed upon and which are currently under development. Page 6 from 8 THE PARTS agree that any information exchanged between them, as well as that which they jointly develop during the execution of each DRAFT, what this document is about and has the quality of being confidential and / or reserved, it will be kept confidential, reserved or secret and may not be disclosed or disclosed in whole or in part, in any known or unknown medium, according to the following conditions: A ) The party receiving the information will keep it confidential and will refrain from revealing it to third parties, for their own benefit or that of others, without the prior written consent of the issuing party. B) The obligation of confidentiality will be extended to all those developments or findings that occur as a result of the use of the confidential information exchanged in eachDRAFT. C) The receiving party will be responsible for ensuring that the persons in their charge are subject to the limitations established in the previous paragraphs. By virtue of the foregoing, it is prohibited toTHE PARTS and its employees, contractors and / or dependents transfer or supply to third parties, in any capacity and by any means or procedure, confidential information obtained from the others PARTS in development of THE PROJECT. D) THE PARTS They are obliged to disclose the confidential EIGHTEENTH information in question, the clause is presented exclusively to the COVENANT OF employees, contractors and / or dependents who must know it for the development of their activities within each DRAFT and under obligation of CONFIDENTIALITY AND confidentiality. Similarly,THE PARTS will reveal to these people only the part PROTECTION OF of the confidential information that they must necessarily know for the DATA execution of their activities within each DRAFT. AND) THE PARTS They undertake to adopt all reasonable security measures, in accordance with the nature of the information, to guarantee its confidentiality, secrecy and secrecy. The obligation of confidentiality is excluded when the receiving party has evidence - and so expresses it - that it is previously aware of the information received, that it is aware that this information is in the public domain or that it has been disclosed by a third party, that does not require confidentiality nor has it committed in this sense with THE PARTS. FIRST PARAGRAPH.The data, information, specialized knowledge, documents, analytical methods, procedures, computer programs and projects that they provide THE PARTS In verbal or written form and / or that are developed during the term of this agreement and that are duly identified as confidential information, they will be kept confidential, reserved and secret and will be for the exclusive use of THE PARTS until, by act previously signed between them, its dissemination is agreed. The people who for any reason are linked to the execution of eachDRAFT They undertake to keep the same reservation. Nor may they be disclosed byTHE PARTS the results or intellectual creations that may be susceptible to any type of protection in Page 7 from 8 intellectual property matters, without prior agreement between THE PARTS. THE PARTS authorize each other to make use of the information, data and knowledge referred to in this clause for the development of the activities of each DRAFT; any different use must be previously and expressly authorized by THE PART that is the legitimate owner or holder of the same. SECOND PARAGRAPH. If there is any doubt about the confidentiality, secrecy or secrecy of any information provided by one of the THE PARTS, This will be treated as such until the issuing party states otherwise in writing. This obligation of confidentiality will not apply to information that is in the public domain or that has been known by any ofTHE PARTS prior to this contract or that has been provided by a third party that does not have the obligation of confidentiality, reserve or secrecy about it. THIRD PARAGRAPH. The violation of any duty of confidentiality that assists the parties is considered as a cause of serious breach of the agreement. FOURTH PARAGRAPH. The obligations stipulated in this clause govern the relations between the parties in the pre-contractual, contractual and post-contractual stages and will be in effect for as long as the information remains secret, confidential or reserved. NINETEENTH This agreement is perfected with the signing of THE PARTS and IMPROVEMENT supersedes any prior written agreements. AND EXECUTION As a sign of acceptance, they sign THE PARTS freely and voluntarily, in copies of the same content in English and Spanish. In case of discrepancy or contradiction between the English and Spanish versions, The Spanish version will prevail. By VACCIGEN SAS JORGE OSORIO Legal representative Date: 04-12-2021 For the NATIONAL UNIVERSITY OF COLOMBIA, DOLLY MONTOYA CASTAÑO Rector Date: 04/9/2021 Page 8 from 8 Revised: Project: Yessica Gutierrez Lawyer Suma Legal SAS Convention Supervisor Advisory firm Ruta N