grooms AGREEMEEI
`I
`This Agreemcni is entered into this 23rd day of September 2003 between Lung
`Rx. inc, a wholly-owned subsidiary; ofUnitcrl Therapeutics Corporation. 10?? Highway
`A M. Satellite Beach. Fl, 32937.1‘eproscntcd by its Chairman and CEO. Martino
`RothblalL Phil. and Professor Werpcr Sccgcr. Justus-Licbig-Uni versitat Gichcn.
`Mcdizinische Klinik ll. Paul-Mcinbcrg-Str. 5. D-35392. Gicsscn. Germany.
`In consideration ofthc mutuItl promises and covenants herein contained and {or
`other good valuable consideration. tItc receipt and sufficiency of which is hcroby
`acknowlcdged. the parties to this Agreement agree as follows:
`1.
`§crvicg§. Professor decgct shall serve as Co-Chair along with Dr. Lcwis
`Rubin for thc mcprosnnit (previouity known as L'T-lil LILhtllntion us: for the
`Management of Eulmonary fiypcrtepsion (“TRIUMPH") joint North AmericalEut-opc
`development program. The TREUMPI'I development program shall include all
`preclinical. clinical and regulatory efforts necessary to achieve approval in Europe and
`the Unith States. Spccifically, as co-C'Iiair Professor Seeger will be jointly responsible
`with Dr. Robin for the following:
`"
`
`" Developing tltc outlinc atttII timeline ofthoTRIUMPHdewlopmcnt
`
`2
`program:
`- Designing the pilot and pivotal trials and serving as Co~Principal
`Investigator;
`'
`- Working closely with Lung Rx staff and consultants in implementation
`of strategy. including scl¢ction of participating centers and oversight
`of trials:
`|
`. Assisting Lung Rx with. odd participating in, mcctings with FDA,
`EMEA and related rcguIAItory agencies
`' Serving as Ctr-Chair of thciStcerirtg Committee. consisting of no more
`than 2-3 additional experIs. holding meetings on a quarterly and ad hoc
`basis:
`- Assisdng with coordinatio of data interpretation and presentation to
`regulatory agcncies;
`Assisting Lung Rx in room trnent ofl.t.tng Rx personnel to work on the
`development program including a physician Project Leader,
`- Assisting Lung Rx in sclcction of a CRO or CROS and other key
`consultants to work On the dcvcltlpntcnt program. and work with the
`selected consultants toi
`lctncnt an acceptable data collection
`strategy designed to supp rt an application for labeling: 11nd
`Such other responsibilities its from timc to timtt may be added by
`agreement of thc (Io-Chairs and Lung Rx. including thoso designated
`during the TRIUMPH defolopmont program organization meeting to
`be held on October 22. 20103.
`Compensation In full and complete compensation for all Scrviccs
`l
`
`2.
`
`..._ .-__..
`
`n—..
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`i.
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`WATSON LABORATORIES v. UNITED THERAPEUTICS, |PR2017~01622
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`p:ovicled by Professor Seeger under this Agreement. Lung Rx shall pay-.0 Professor
`Sceger the amount of US 31.10000 per month. the firsr twelve months of which she] be
`paid upon signing of this Agreement. Payments for the 13'h and subsequent months. shall
`be made automatically to the address plout] r1:1 ahovc without need forinvoice.
`
`Expenses. Lung Rx shall reimburse Professor Seegcr on a monthly oasis
`3.
`for all necessary reasonable and dir'ect out-ol—pocket expenses incurred by him on )ehalf
`of the TRIUMPH development program. as documented by receipts. including firstclass
`at:- ttave] to and From the United Stains. Expenses in excess of 85.000 shall firsr be
`approved in writing by the CEO of Lung Rx. or her designce.
`
`15:31 This Agrccmltnt shall continue until 12 months following
`4.
`regulatory approval of trcprostinil iriholation in Europe and the United States.
`5.
`Contacts, Professor ieeger's contacts for the carrying out of his duties
`under this contract will be Carl Ste
`tt. Murine Rothhlatt and such TRIUMPH Project
`Leader as Dr. Rothblatr designates
`ith the consent of Professor Seeger and Dr. Rub-.n.
`
`Indegcndcnt Qontracigt Professor Secgcr acknowledges that he is an
`6.
`independent contractor providing sci-vices to Lung Rx and'ts not an cmplovee or agent of
`Lung Rx Professor S eeoer aeknow edges that he may not enter into agreements on
`behalf of Lung Rx or Otherwise oblikatc Lung R1in any manner. Professor Scegcr shall
`be solely responsible for the paymcrit of all applicable taxes associated with the
`compensation paid under this Agreeincnt
`7- WI
`
`Professor Sec'ger will make all reasonable and timely efforts to
`:1.
`inform Lung RxIn the event that he eels that another obligation might give rise to a
`conflict of interest of any nature for
`rofessor Sceger or could otherwise adversely affect
`Professor Seegcr’ s perfom-tance of Psofcssor Seeger' s duties under this Agreement in any
`manner.
`In the event that such a potential or existing conflict arises, Professor Seeger
`and Lung Rx agree to take wltatcverlsteps necessary to resolve such conflict. inducing
`butnot limited to the termination of his Agreement.
`
`Notwithstandihg the foregoing. Professor Sccger may serve as a
`b.
`consultant to other biotech and pharmaceutical companies as long as confidentialityis
`maintained'In accordance with this agreement Professor Sccgcr15 also free to serve as a
`participant in clinical trials of pharmliceutieals for cardiovascular and pulmonarv diseases
`for Other companies. including senitig on specified committees and'in commercial
`aetn'ities.
`.
`
`8.
`
`Confide am a d
`
`n~Disclosure.
`
`!
`
`All information and know-how which Professor Seeger in any way
`a.
`obtains frorn Lung Rx and all inventi'pns. discoveries and ideas‘ and wpyrightoblo works
`
`:72
`
`HQ
`
`1| l
`
`ma Cr-l cox-rout
`
`w-— ~— -n—--
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`WATSON LABORATORIES v. UNITED THERAPEUTICS, |PR2017~01622
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`which shall become the property flung Rx pursuant to Section 9 below. shall be
`
`deemed to be the confidential pro . y of Lung Rx [hereinafter Confidential
`Information"). Professor Seeger shall take all reasonable. necessary and appropriate
`security precautions to safeguard mt Confidential Information from disclosure. Professor
`Seeger shall use the Confidential Inlorrnation only for the purpose of performing services
`hereunder. and shall not use the Codfidential Information for the benefit of Professor
`Sccger or any other person or business. Professor Seeger shall nor use. diselose or make
`available to any third parties any C 'nfidontial Information received by Professor Sceger
`Without the prior written conScnt ofl
`ng Rat
`
`Professor Scener's obligations of confidentiality and non-
`b.
`disclosure under this section shall mgr apply to the extent that Professor Seeger can
`demonstrate that such confidential iiiformation: (i) was known to Professor Sceger prior
`to disclosure; (ii) was not acquired ireetly or indirectly from Lung Rx and which
`Protessor Sceger lawfully had in hid possession prior to disclosure: (iiil hereafter. through
`no act or omission by Professor Sceger. becomes information generally available re the.
`public; (iv) corresponds in substance to information furnished to Professor Sccger on a
`non-confidential basis by any third party having a legal right to do so: or (v) was required
`by law to be disclosed. which disclosure shall not be made prior to notice to Lung F‘Jt in
`order to permit Lung R): to oppose spelt disclosure.
`
`Professor Sec'ger agrees to promptly return all Confidential
`c.
`information provided under this A
`emcnt. and any copies. reproductions. or
`descriptions thereof. to Lung Rx u
`n request or upon expiration or ten-nitration of this
`
`Agrcemom.
`
`i
`
`The obligatio to hold information confidential under this Section
`d.
`8 mail remain in force for a period
`' seven (7) years. notwithstanding the earlier
`expiration or termination of this Agreement.
`
`9.
`
`glwnersltip.
`
`i
`
`Patents and mac fieerets. Professor Seegcr agrees to promptly
`a.
`isclose. grant and assign to Lung Rit all right. title and interest in and to any patenta'ale
`or unpatcntable inventions. discover" s. and ideas which are made or conceived in whole
`or in part by or on behalf 0! Profoss
`Seegcr in the course of or as a result or' the Services
`performed under this Agreement, or that relate directly to. or involve the use. of
`Confidential Information. Professor eeger agrees to assist Lung R): in the filing and
`prosecution of patent applications eofering such inventions, diseowries or ideas; Lung
`Rat agrees to reimburse Professor Sctigcr for any out-of—pocket expenses associated with
`such assistance.
`1.
`
`gopyg‘ghts. All] written information. drawings. documents.
`b.
`materials. and other works subject toIeopyright protection prepared by Profesmr Seeger
`in the course of his services hereunder. or that relate directly to. or involve the use of
`Confidential information, shall he "works made for hire". the entire right. title and
`
`-A.._-
`
`15—...
`
`Il |li
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`WATSON LABORATORIES v. UNITED THERAPEUTICS, IPR2017—01622
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`intcreSt of which shall vest and reside in Long Rx. All copyrighlable works prepared by
`Professor Secget in the course of his services under this Agreement Which may not be
`interpreted as "works made for hire} shall be assigned by Professor Seeger to Lung Rx
`and any and all documents as may he required to establish Lung Rat‘s ownership thereof
`shall be furnished and executed by Erofcssor Seeger. All such works shall be delivered to
`Lung Rx by Professor Sccger accor 'ng to a schedule mutually agreed upon. or else
`promptly after expiration or termina'tion of this Agreement. together with all written
`information. drawings. documents itd materials. if any. furnished by Long Rx to
`Professor Seeger in connection wit Professor Soeger's services hereunder. and not
`consumed by Professor Seeger in [hp performance of such services.
`10.
`Termination.
`In the event that either party neglects or fails to properly
`perform his or its obligations hereurIder or otherwise violates any material provision of
`this Agreement. the other party maylterrninate this Agreement by written notice. effective
`upon receipt of such notice. Either any may otherwise terminate this Agreement upon
`ninety {90) days written notice. However. Professor Secgcr‘s obligations under Sections
`3'. S. 9 and 1 I shall survive termination of this Agreement.
`
`ll. Misgilaneous.
`
`I.
`I
`This Agrecmtint shall be governed and construed in accordance
`a.
`with the laws of the State ofPloridaI The parties agree that any dispute under this
`fitgreemcut shall be decided in the f ' oral or state courts of the State of Florida and each
`party hereby expressly consents ondEubniits to the exclusive personal jurisdiction and
`
`exclusive venue of the courts in the rate of Florida.
`
`or. contains the entire agreement of the parties and
`This Agree
`b.
`supersedes any and all prior agreements. written or oral. between Lung Rx and Professor
`Seeger relating to the subject matter f this Agreement and may not be amended unless
`agreed to in writing by both parties.
`
`No waiver of any provisions of this Agreement shall be valic
`c.
`unless the same is in writing and signed by the party against whom such waiver is sought
`to be enforced. No valid waiver of any provision of this Agreement at any time shall be
`deemed awaiver of any other provisiori of this Agreement. No delay or omission by
`either party in exercising any right upder this Agreement will operate as a waiver of that
`or any other right.
`
`!|
`
`Professor Seeger may not assign. delegate or subcontract an) of
`d.
`Professor Seeger‘s duties except witli the prior written consent of Lung Rx.
`II
`
`. m -.. “Hum-n
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`WATSON LABORATORIES v. UNITED THERAPEUTICS, IPR2017—01622
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`IN WITNESS WHER EOE. écach of the Panic: has caused lhis Agreement to be
`signed by its duIy authofized rcptesématives on the dates indicated below
`f,
`
`LUNG RX. INC.
`
`I
`
`
`Martin: Rothblau, PILD.
`ESignaLum]
`/
`Chief Executive Officer
`
`Date: Sepicrnber fl 2003
`
`Date: Septambcr £42 2003
`
`917.
`
`RES
`
`I I
`
`:
`.
`+49 841 9542359
`
`555-321-2283 5518
`
`UNITED THERAPEUTICS, EX. 2101
`WATSON LABORATORIES v. UNITED THERAPEUTICS, IPR2017—01622
`Page 5 of 5
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