Sf'.R-V:1.CES.A,GRF.F.ME!\".f
`I
`
`I
`
`Lur.g
`2003 becwe::n
`chis 23rd day of 5eptembcr
`irlco
`is entered
`This Aercemcnl
`or., 1077 Highway
`Cori)orati
`of United Therapeutics
`subsidian\
`Rx. Jnc., a wholly-owned
`and CEO, Martine
`by Ju O,aimian
`Beach. J=t.. 32937. relrc$cntcd
`Al A. Sarcllire
`Jum1s-Licbig-Univcrsic::.t
`Gie:sscn,
`Wcrcr Seeger,
`Ph.D .. and Pro(cssor
`Rothblsu.
`Germany.
`Oicsscn.
`Klinik II, Paul-Mein�rg-SII.
`5. D-35392,
`Medi1,inische
`contained
`and for
`hcreiin
`and covenanl�
`of the mutual promise.�
`In considerarion
`of wbich is hereby
`and sufficiency
`the receipt
`consideration,
`other &Cod valuable
`agree as fol lows:
`LO !his A�rcemem
`the parties
`acknowledged.
`along with Dr. L�wis
`Seeger shall serve as Co-Chair
`Profes�or
`l. Services.
`known a!\. l1T-15) Inhalation
`!b:: for the
`Rubin for the JRcprostinil
`(previously
`of �ulmonary fupercepsion (''TRIUMPH'')
`joinr Nonh America/Europe
`Management
`shsll include
`.ill
`program
`The TRCTJM!'H development
`program.
`development
`in Europe ar.d!
`approval
`to achieve
`necessary
`efforts
`and tegulatory
`clinical
`preclinical.
`as co-Cl\airProkssor Seeger
`will be joimly r.-:spon�iblc
`Specifically,
`Scates.
`me United
`for the iollowing:j'
`with Dr. Ri:bin
`of the TRIUMPH deveJopmcnl
`an , timeline
`the outline
`•Developing
`a.id serving
`as Co-P,·incii:,al
`tria:s
`the pilot 3nd pivotal
`-Designing
`Invesci 0ator· ;
`•Working<>clos�ly
`in iruplemen1a1ion
`with Lung Rx staff and cOl1$\\ltants
`and oversight
`of par1icipating
`centers
`�election
`including
`of �trategy,
`of 11ials: I
`with fDA,
`in. mccrings
`Lung Rx with. �Jd pacticipating
`•As�i�ting
`regul�tory agencies
`EMEA and related
`consisting
`of no more
`Committee,
`of rhcjSteering
`as Co-Chair
`•Serving
`al:ho
`•A����:: :::i:::::i::i:1
`n a::up::�:a•::n
`s�;:���n;n::::::o:
`c
`agcncie.1;
`regulatory
`co work on the
`Lung Rx in recru tmeni of Lung Rx personnel
`Assisting
`Leader;
`Project
`a physician
`including
`program.
`development
`of a CRO or CR Os and other key
`Lung Rx in sclcciion
`Assisting
`anc: work with the
`program.
`to work on the development
`consultants
`data collection
`:m acceptable
`10 imbtement
`consultants
`selected
`for labeling;
`nnd
`10 suppbn an application
`designed
`stcstegy
`�s from time to time may be added 'oy
`•Such other rcsponsibilitie�
`rhose de.;ignatcd
`including
`and Lung Rx,
`agreement
`of the Co-Chaii"s
`organization
`meeting to
`program
`during the TRIUMPH dejclopment
`be held on October 22. 20fl3-
`for all services
`compensation
`2. Compensation. In ful! and complete
`
`pr<'lfJilrh!
`
`:
`
`I
`
`EX. 2101
`UNITED THERAPEUTICS,
`IPR2017-01621
`v. UNITED THERAPEUTICS,
`WATSON LABORATORIES
`Page 1 of 5
`
`0 cu
`
`IPR2021-00406
`United Therapeutics EX2072
`Page 1 of 5
`
`

`

`i|
`
`provided by Professor Seeger underthis Agreement, Lung Rx shall pay to Professor
`Seeger the amount of US $10,000 per month, the first twelve monthsof which shal. be
`paid upon signing of this Agreement. Payments for the 13" and subsequent monthsshall
`be made automatically to the address provided above without need forinvoice.
`'
`
`Expenses. Lung Rx Shall reimburse Professor Seeger on a monthly 9asis
`By
`for all necessary, reasonable and direct out-of-pocket expenses incurred by him on 9ehalf
`of the TRIUMPH development program, as documented by receipts, includingfirst-class
`a'r travel to and fromthe United States. Expenses in excess of $5,000 shall first be
`approved in writing by the CEO of Lung Rx,or her designee.
`
`Term. This Agreemt nt shall continue until 12 months following
`4,
`regulatory approval oftreprostinil apalation in Europe and the United States.
`5.
`Contacts, Professor— contacts for the carrying out of his duties
`vader this contract will be Carl Steriitt, Martine Rothblatt and such TRIUMPHProject
`Leader as Dr, Rothblaut designates
`with the consent of Professor Seeger and Dr. Rub:n.
`6.
`Independent Contractor. Professor Seeger acknowledges that he is 2n
`indepeadentcontractor providing setvices to Lung Rx and is not an ¢mployee or agent of
`Lung Rx. Professor Seeger acknow ledges that he may not enter into agreements on
`behalf of Lung Rx or otherwise obligate Lung Rx in any manner. Professor Secger shall
`be solely responsible for the payment of all applicable taxcs associated with the
`compensation paid underthis Agreement.
`
`7.
`
`Conflictof Interest.
`
`|
`
`Professor Seeger will makeall reasonable and timely efforts to
`a,
`inform Lung Rx in the cventthat he Yecls that another obligation might give rise to a
`contlictofinterest of any nature for Professor Seeger or could otherwise adversely affect
`Professor Seeger’s performanceof Professor Seeger’s duties under this Agreement in any
`manner.
`In the event that such a poténtial or existing conflict arises, Professor Seeger
`and Lung Rx agree to take whatcver|steps necessary to resojve such conflict, inclucing
`but not limited to the termination of nis Agreement.
`b.
`Notwithstandihg the foregoing, Professor Sccger may serve as a
`consultant to other biotech and pharmaceutical companies as long as confidentialityis
`maintained in accordance with this agreement. Professor Seeger is also frec to serve as a
`perticipantin clinical trials of pharmAceuticals for cardiovascular and pulmonary disvascs
`for other companies, including servid2 on specified committees and in commercial
`activities.
`'
`8.
`Contidenuiabty and Nbn-Disclosure,
`
`|
`
`All information and know-how which Professor Seeger in acy way
`a,
`obtains from Lung Rx andall inventipns, discoveries and ideas, and copyrightable works
`
`wae ee a meee
`
`sae ¢41 eesozsa
`
`gmx
`
`P.@2
`
`Page 2 of 5
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`Page 2 of 5
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`!
`
`which shall become theproperty hang Rx pursuant to Section 9 below, shallbe
`
`deemed to be the confidential property of Lung Rx (hereinafter Confidential
`Information"). Professor Seeger shall take all reasonable, necessary and appropriate
`security precautions to safeguard tht Confidential Information from disclosure. Professor
`Seeger shal) use the Confidential Information only for the purpose of performing services
`hercunder, and shall not use the Confidential Information for the benefit of Professor
`Seegeror any other person orbusinéss. Professor Seegershall not use, disclose or make
`available to any third parties any Cqnfidential Information received by Professor Seeger
`withoun the prior written consent of Lung Rx
`
`Professor Seeger's obligations of confidentiality and non-
`b.
`disclosure under this section shall not apply to the extent that Professor Seeger can
`demonswate that such confidential information: (i) was knownto Professor Seeger orior
`to disclosure;(ii) was not acquired directly or indirectly from Lung Rx and which
`Professor Seeger lawfully had in his possession prior to disclosure;(iii) hereafier, through
`nd act or omission by Professor Seeger, becomes information generally available tc the
`public; (iv) correspondsin substance to jnformation furnished to Professor Seeger on a
`non-confidential basis by any third party having a legal right to do so; or (v) was revuired
`by lawto be disclosed, which disclosure shall not be madepriorto notice to Lung F-x in
`o:der to permit Lung Rx to oppose pes disclosure.
`c.
`Professor Secper agrees to promptly return all Confidential
`Information provided under this Agsement, and any copies, reproductions, or
`descriptions thereof. to Lung Rx is request or upon expiration or termination ofthis
`Agreement.
`|
`
`d.
`
`Theobligation to hold information confidential under this Section
`
`8 shall remain inforceforaperiod +seven (7)years, nowwithstanding theearlier
`expiration or termination of this Agreement.
`9.
`Ownership.
`|
`a.
`Patents and Trade Secrets. Professor Seeger agrees to promplly
`isclose, grant and assign to Lung Rjall righi, title and interestin and to any patentadle
`or unpatentable inventions, discoveries, and ideas which are mace or conceived in whole
`o: in part by or on behalf of Professor
`Seeger in the coursc oforas a result of the services
`performed underthis Agreement, or that cclate directly to, or involve the useof
`prosecution of patent applications ela such inventions,discoveries or ideas; Lung
`Confidential Information, Professor Sceger agrecs to assist Lung Rx in the filing ane
`RXagrees to rcimburse Professor Seeger for any out-of-pocket expenses associated with
`such assistance,
`
`Copynehts. All written information, drawings, documents,
`b.
`materials, ancl other works subject toleopyright protection prepared by Professor Seeger
`in the course of his scrvices hereunder,or that relate directly to, or involve the use of
`Confidential Information, shall be "Works madefor hire”, the entire right, title and
`
`Page 3 of 5
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`Page 3 of 5
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`

`|
`
`interest of which shall vest and reside in Lung Rx. All copyrightable works prepar2d by
`Frofessor Seeger in the course ofhis services under this Agreement which may not be
`interpreted as “works madefor hirej shall be assigned by Professor Seeger to Lung Rx
`and any andal] documents as may be required to establish Lung Rx’s ownership thereof
`shall be furnished and executed by ie.Seeger. All such works shall be delivered to
`Lung Rx by Professor Seeger accordingto a schedule muwally agreed upon, or clse
`promptly after expiration or termination of this Agreement, togetherwith all writtea
`information, drawings, documents
`and materials, if any, fumished by Lung Rx to
`Professor Seeger in connection witht Professor Sceger's services hereunder, and noi
`consumed by Professor Seeger in | performance of such services.
`10.
`Termination.
`In the ¢ventthateither party neglects or fails to propesly
`perform his orits obligations hereurlderor otherwise violates any material provision of
`this Agreement, the other party may|teminate this Agreement bywritten notice, effective
`upon receipt of such notice. Either
`party may otherwise tcrminate this Agreement upon
`ninety (90) days written notice. However, Professor Sceger’s obligations under Seztions
`7, 8, 9 and 11 shall survive Sie of this Agrcement.
`1).
`Miscellaneous,
`!
`a.
`This Agreemi shall be governed and construed in accordance
`with the lawsofthe Statc ofFlorida| The parties agree that any dispute underthis
`Agreementsha)l be decided in the fadcra) or state courts of the State of Florida and cach
`party herebyexpressly consentssdf tothe exclusive personaljurisdiction and
`
`exclusive venue ofthe courts in the State of Florida.
`
`This Agreement contains the entite agreementof the pasties and
`b.
`s2persedes any and all prior agreements, written or oral, between Lung Rx and Proressor
`Seegerrelating to the subject matter
`bf this Agreemcat and may not be amended unless
`agreed to in writing by both parties.
`c.
`No waiver of any provisions of this Agreementshall be valic.
`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 Agreementat any time shall be
`deemed a waiver of any other provision of this Agreement. Nodelay or omission ty
`either party in exercising any ight under this Agrcementwil) operate as a waiver oz that
`or any otherright.
`
`|
`Professor Sceger may not assign, delegate or subconwact any of
`d.
`Professor Seeger’s duties except wit! the prior written consent of Lung Rx.
`
`——— a eee
`
`aN tee RES
`
`Cs
`
`eC fe
`
`Page 4of 5
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`Page 4 of 5
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`

`IN WITNESS WHEREOF, éach of the Parties has caused this Agreement‘o be
`signedby its duly authorized represéntatives on the dates indicated below
`aw
`
`LUNG RX,INC.
`
`| By: ,
`
`
`Martine Rothblatt, Ph.D,
`/
`(Signature]
`Chief Executive Officer
`
`Date: September22 2003
`
`Date: September 20 2003
`
`——
`
`52°-38-2202
`
`85:18
`
`+43 64i 9942359
`
`ix
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