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UC Davis Agreement # 201703919 (A17-0399 )

UNIVERSITY SERVICES AGREEMENT


For Sponsor Activities at the California National Primate Center

THIS AGREEMENT is made and entered into by and between THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA (“University”), on behalf of its Davis Campus California National
Primate Center, with a place of business at 1850 research park Drive, Suite 300, Davis, CA
95618 (the “Facility”) and Neuralink, with a place of business at 3180 18th Street, Suite 100, San
Francisco, CA 94110 (“Sponsor”).

R EC I TA L S

WHEREAS, the National Primate Research Centers Program is dedicated to improving human
and animal health; and
WHEREAS, the National Primate Research Centers are a unique resource for investigators
studying human health and disease, offering the opportunity to assess the causes of disease,
and new treatment methods in nonhuman primate models that closely recapitulate humans; and
WHEREAS, the Facility is one of seven such centers supported by the National Institutes of
Health; and
WHEREAS, The Facility has been established and is maintained to support University's pursuit
of its constitutional objectives of instruction, research, and public service; and
WHEREAS, research performed at the Facility and other National Primate Research Centers
provides necessary information before proceeding to clinical trials in humans, leading to new
drugs, therapies and surgical procedures that benefit human health and quality of life; and
WHEREAS, the services of the Facility may be extended to non-University users (including,
when permitted by University policy, University students, faculty, and staff requesting such
services for their personal use) only when, in the sole judgment of University, such action will
serve purposes consistent with University's objectives and will not adversely affect the conduct
of University activities; and
WHEREAS, the services requested by Sponsor have been determined to serve purposes
consistent with University objectives and their provision to Sponsor not to adversely affect the
conduct of University activities; and
WHEREAS, Sponsor has determined that the services in question cannot be adequately
performed by other agencies or commercial firms; and
NOW, THEREFORE, University shall furnish services to Sponsor, as described in scope of work
and budget (collectively the “Scope of Work”) attached hereto as Exhibit A, under the following terms
and conditions:

T E R M S A N D C O N D I T I O N S

1. Services. University shall perform the research and related services described in the Scope
of Work in full compliance with all applicable laws, rules and regulations and good scientific
practices (such services, as amended from time to time upon mutual written consent of the
authorized representative of the parties, the “Services”), which include the use of Facility
and personnel. University, through Facility personnel, shall perform Services detailed in

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the Scope of Work, Exhibit A, attached hereto and incorporated herein and shall use
reasonable efforts to distinguish the work performed under this Agreement from other work
that the Facility personnel perform for other academic and industrial purposes (collectively,
“Other Work”), and shall keep records pertaining to such Other Work separately from the
records to be maintained in connection with the Services. Services may include those
performed solely by Facility or may include facility-assisted services performed by both
Facility and Sponsor as more fully described in Exhibit A. Deliverables shall consist of a
report of the data and results generated in the conduct of the Services, which shall be sent
by Facility to Sponsor promptly upon completion of Services; University shall retain a copy
of the report, which shall be considered the Confidential Information of the Sponsor, however,
the data and information resulting from the performance of the Services included therein shall
be subject to publication by the University, that is, such generated data and information shall
be subject to publication by University, all in accordance with Section 12. Additional work
shall be performed only if authorized in advance by written amendment to this agreement
executed by authorized representatives of both parties. To the extent that any provision of
Exhibit A is inconsistent with this agreement, this agreement shall take precedence.
Sponsor’s addendum or purchase order, if any, shall have no effect on the terms and
conditions of this agreement.
2. Agreement to Primate Center Rules. Any and all of individuals from Sponsor working on site
at Facility agree to follow and abide by rules, regulations and guidance as set forth by Facility
and provided to such individuals through on-site training upon their first visit to preform work
under this Agreement. Such training, conducted by the Facility’s on-site trainer, includes the
following:

➢ Occupational health working with NHP’s


➢ Exposure reporting
➢ General personal protective equipment (PPE) requirements and flow of the CNPRC
➢ Surgical suite overview
➢ Necropsy suite overview
➢ Review of supporting standard operating protocols (SOPs)
3. Priority of University work. Subject to the timelines set forth in the Scope of Work, as
applicable, Sponsor understands that University work always has priority over work to be
performed for non-University users.
4. Term. The term of this agreement shall be from the date of Sponsor’s signature continuing
through
5. Payment. Fees for Services shall be as described in Exhibit A, attached. For all amounts
payable to University pursuant to this Agreement, University shall submit to Sponsor monthly
invoices that set forth in reasonable detail the Services performed under each Scope of Work
during the preceding month and the corresponding amounts charged therefor. Sponsor shall
pay for Services performed per Scope of Work, within 30 days of Sponsor’s receipt of
University’s invoice. Facility reserves the right to suspend performance of services if
Sponsor fails to make payment in full within 60 days of Sponsor’s receipt of University’s
invoice. The aggregate amounts set forth in each Scope of Work will constitute the maximum
amount that University will be entitled to receive in compensation for the Services rendered
to Sponsor hereunder and no additional payments shall be due to University hereunder unless
specifically agreed to in writing by Sponsor and University.
6. Indemnification and Insurance. Sponsor agrees to defend, indemnify and hold Facility
harmless from and against any and all liability, loss, expense, attorneys’ fees, property
damage or claims for injury or damages (collectively “Damages”) in each case, to the extent

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University's delay in performance for reasons outside of the reasonable control of
University or any failure to achieve a desired result from the performance of the Services,
except to the extent that Sponsor incurs direct damages as result of the negligence, willful
misconduct or breach of this Agreement by University, Facility or any Facility personnel.
For avoidance of doubt, University will never be liable for any indirect of consequential
damages whatsoever.
7.3. Property Damage. University shall incur no liability to Sponsor or to any third party for
loss or destruction of or damage to any materials to be sampled, assayed, or
tested, data, equipment, or other property brought upon University premises by
Sponsor or delivered to University by Sponsor in connection with this agreement.
Sponsor accepts all liability for risk of loss to any and all such property, except to the
extent such liability loss or destruction arises or results directly from the negligence or
willful misconduct by University, Facility or any Facility personnel.

7.4. Disclaimer. University acknowledges that the materials and equipment provided in
connection with the Services as well as the techniques practiced are unproven and
experimental in nature, are currently in the development stage. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, SPONSOR PROVIDES NO
WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF
LAW, STATUTORY OR OTHERWISE. SPONSOR SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.

8. Confidential Information.
8.1. Definition and Marking. During the course of this agreement, Sponsor may provide
University with materials, models other information, including, without limitation,
proprietary information and materials (whether or not patentable or copyrightable)
regarding Sponsor’s technology, research, products, business information or
objectives, in each case, that it regards as proprietary or confidential (whether
disclosed orally, visually, in writing, or otherwise physically) (collectively, “Confidential
Information”. Sponsor will use reasonable efforts to mark or stamp any such material
or other information as “CONFIDENTIAL INFORMAITON” (or other appropriate stamp
or legend), prior to or at the time any such material or other information is disclosed
by Sponsor provided, however, that the failure of Sponsor so to identify as Confidential
Information shall not relieve the University from its obligations of confidentiality
hereunder if the University knew or reasonably should have known that such material
or other information was confidential by its nature or the nature of its disclosure. If
communicated orally to University, Sponsor shall use all reasonable efforts to
submit confirmation in writing within five days of such disclosure. For the
avoidance of doubt, Sponsor’s samples, equipment and materials provided
hereunder are, in each case, its Confidential Information and do not need to marked
as Confidential Information.
8.2. University’s Obligation. University shall use at least the same degree of care, but
not less than a reasonable degree of care, to avoid unauthorized disclosure or use
of the Confidential Information as it uses with respect to its own confidential
information of like importance. Additionally, University shall not during the term of
this Agreement and for thereafter, (a) use any Confidential Information of
Sponsor except as is necessary for the conduct of the Services in accordance with this
Agreement or (b) disclose any Confidential Information of Sponsor to any third party,
except to those employees of Facility who have a need to know such Confidential

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Information for the conduct of the Services in accordance with this Agreement and who
are bound by enforceable obligations (whether through employment contract or
otherwise) to maintain the confidentiality of the Confidential Information by obligations
of confidentiality and non-use at least as restrictive as those contained in this
Agreement.

8.3. Exempt Information. Notwithstanding Section 8, Confidential Information does not


include information that is (i) not exempt from disclosure under the California Public
Records Act (Calif. Gov. Code sec. 6250 et seq.); (ii) otherwise generally available to
the public; (iii) rightfully received by University from a third party not in breach of an
obligation of confidentiality (directly or indirectly) to Sponsor; (iv) independently
developed by University without the use of or reference to the Confidential Information
of Sponsor; (v) previously known to University, as evidenced by competent written
records other than by disclosure by or on behalf of Sponsor; or (vi) produced in
compliance with a court order or when required by law. University shall give
reasonable notice to Sponsor that Confidential Information is being sought by a third
party (including by court order or under a request pursuant to the California Public
Records Act) to afford Sponsor an opportunity to limit or prevent disclosure. Any
defense against disclosure shall be at Sponsor’s sole initiative, risk, cost, and expense.
As an instrumentality of State of California, University m a y not participate in any
defense against such request for disclosure, but will, to the extent not prohibited by
law or regulation, reasonably cooperate with Sponsor in connection with the same.
Upon Sponsor’s request, University agrees to cease using all Confidential Information
and to return it promptly to Sponsor.
8.4. Disposition of Confidential Information. Upon completion of services or termination
or expiration of this agreement, by Sponsor’s written request, University shall return
to Sponsor any Confidential Information. Absent such request, Facility shall
destroy the Confidential Information in its possession according to its established
procedures, and provide written notice certifying such complete destruction.

9. Ownership of Intellectual Property. Ownership rights in intellectual property resulting from


Services conducted under the Scope of Work shall follow Inventorship, as determined by US
law. To that end, intellectual property owned by Sponsor shall be governed by the policies of
the Sponsor, and agreements between the Sponsor personnel and Sponsor. Sponsor
understands that it has no claim on intellectual property owned by the University, provided
that University agrees to grant and hereby grants to Sponsor under all of University’s interest
in and to any patent or other intellectual property claiming or covering any inventions, data,
results, formulae, designs, specifications, methods, processes, software, databases,
techniques, discoveries, technical information, process information, clinical information that is
discovered, created, conceived of and/or reduced to practice by University (including any
University personnel, Facility, or any Facility personnel) in the provision of Services conducted
under the Scope of Work, either alone or with Sponsor, including any modifications or
improvements to any material or instrument provided by Sponsor and any intellectual property
rights in any of the foregoing (collectively, the “University Intellectual Property”) a non-
exclusive, worldwide, irrevocable, perpetual, fully paid-up, royalty-free license (with the right
to sublicense through multiple tiers) for Sponsor to make, have made, use, have used, sell,
offer for sale and import any subject matter that is claimed or covered by the such University
Intellectual Property for any and all purposes.

10. Warranties and Disclaimer of Warranty. University represents and certifies that (a) all of its
employees or contractors (including Facility personnel) that perform any work in

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connection with the Services, prior to performing any such work, will be subject to a legally
enforceable obligation to assign all right, title and interest in and to all intellectual property
arising from such work to University (either by employment agreement or otherwise); (b)
it is not under any obligation to any third party that would conflict with its obligations
hereunder; (c) no third party has any claim, right, title or interest as to any intellectual
property created hereunder in the performance of the Services and (d) it is regula rly
engaged in conducting tests in vitro or in laboratory research animals and is qualified by
training and/or experience to conduct such tests and research and (e) University shall not
grant any third party any commercial rights (including, without limitation, any license or
option) that conflict or interfere with the rights granted to Sponsor under this Agreement.
UNIVERSITY MAKES NO WARRANTY AS TO RESULTS TO BE OBTAINED BY THE USER
FROM THE USE OF ANY SERVICES AND/OR FACILITIES PROVIDED BY UNIVERSITY
UNDER THIS AGREEMENT. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Shipment of Restricted Materials. In the event that Sponsor will be providing materials to be
sampled, assayed, or used by University in providing Services hereunder whose shipment
would require authorization or permits from governmental authorities (including return of any
such materials to Sponsor following completion of Services or termination of this agreement),
application for such authorization or permit shall be solely at Sponsor’s initiative, risk, cost, and
expense.
12. University's Right to Use Data. University shall have the unrestricted right to use for its
own academic, non-commercial purposes, including publication, any data or information
which it may develop in connection with or as a result of performing the Services
described in Exhibit A, subject to this Agreement and this Section 12. Upon written request,
University agrees to submit a copy of any proposed publication to Sponsor and allow
Sponsor a 30-day period in which to review each publication for confidentiality purposes
and to identify any inadvertent disclosures of Sponsor’s Confidential Information. University
shall retain full editorial control of the content of any publication described hereunder;
provided, however, that it shall consider any comments from Sponsor reasonably and in good
faith, and if requested to do so shall remove from any such proposed publication any
Confidential Information of Sponsor (other than the data or information generated by
University and contained in the report delivered in accordance with Section 1, which will not
be deleted from such publications). In addition, if requested by Sponsor within such thirty (30)
day review period, University shall delay submission of the proposed publication for an
additional period of up to sixty (60) days of receipt of Sponsor’s notice to allow filing of
appropriate patent applications by or on behalf of Sponsor. The parties shall, in any
publication, consider joint authorship and acknowledge the contributions and publications of
the others as scientifically appropriate. For the avoidance of doubt, University shall not
publish Sponsor’s Confidential Information.
13. Use of University's Name. Sponsor shall not use the name or mark of University in any form
or manner in advertisements, reports, or other information released to the public without the
prior written approval of authorized representative of the University, which consent shall not be
unreasonably withheld, unless such communication is required to be made by law or pursuant
to the rules and regulations of a government agency or self-regulating stock exchange or listing
organization, and after consultation and coordination between the Parties.
14. Termination. Either Party may terminate this agreement at any time by giving the other
Party sixty ( 60) calendar days’ prior written notice of such intent to terminate, with such
termination to be effective upon the expiration of such thirty (60)-day period (or such shorter

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Budget

The maximum compensation payable in connection with each phase of the research
described in this Scope of Work shall be as follows, payable in accordance with Section
5 of the Agreement:

Total: ............ $796,006

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