EXHIBIT 10.3
RESEARCH AGREEMENT WITH AMC CANCER RESEARCH CENTER
EXHIBIT 10.3
RESEARCH AGREEMENT
WHEREAS: This contract is entered into between Xpention Genetics, Inc., a
company organized under the laws of Nevada, having its business office at ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ (the "Company") and AMC Cancer Research
Center, a Colorado non-profit corporation having its business office at ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ (the "Contractor").
THEREFORE: In consideration of the foregoing and the mutual promises, covenants
and agreements herein set forth, the Company and the Contractor agree as
follows:
1. Scope of Work
Contractor agrees to perform for the Company the research activities for
the project entitled "Development of the p65 Immunological Test" described
in Attachment A hereto.
2. Contract Period
This contract shall become effective on May 30, 2005, and shall be
completed on January 30, 2006 unless subsequent time extension,
supplement, addition, continuation or renewal is mutually agreed upon in
writing between the parties.
3. Standard of Performance
Contractor shall perform the Work in a manner consistent with the highest
standards of scientific and professional skill and in accordance with the
terms and conditions of this Agreement. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D. , AMC 's
designated Principal Investigator for the project (the "PI"), shall
monitor Contractor's performance hereunder and shall notify the Company of
Contractor's failure to comply with the terms of this Agreement within a
reasonable time after AMC learns of such failure.
4. Assignment
Neither party shall assign or transfer any interest in this agreement, nor
assign any claims for money due or to become due under this agreement
without the prior written approval of the other party.
5. Payments to Subcontractor
The estimated cost for Contractors completion of the Work, including
indirect charges, is $58,946. Payments by the Company to the Contractor
shall be made in accordance with the following:
a) Upon commencement of the Work, Contractor shall submit an invoice
and such other reasonable documentation as requested by the
Company for an initial payment equal to one-half of the contract
amount. On September 30, 2005, contractor shall submit an invoice
for the second payment equal to one-half of the contract amount.
b) Payments shall be made to Contractor on a cost reimbursable
basis, within thirty (30) days after the Company receives the
invoice thereof, provided that the same is in accordance with the
Budget.
6. Indemnification
Each party hereto agrees to be responsible and assume liability for its
own wrongful or negligent acts or omissions, or those of its officers,
agents or employees to the full extent required by law, and agrees to hold
the other party harmless from any such liability. The Contractor does not
warrant or assume liability for the interpretation or use of project data
or results.
7. Equipment
Special equipment purchases under the terms of this agreement become the
property of AMC Cancer Research Center unless otherwise specified herein.
8. Publications
AMC shall be sited in all research reports and other publications relating
to the work under this Agreement.
9. Law
This Agreement is entered into pursuant to and under the authority granted
by the laws of the state of Colorado and any applicable federal laws. The
provisions of this Agreement shall be construed to conform to those laws.
10. Termination
This Agreement may be terminated by either of the parties hereto upon
written notice delivered to the other party at least thirty (30) days
prior to intended date of termination. By such termination, neither party
may nullify obligations already incurred for performance or failure to
perform prior to the date of termination.
11. Changes and Amendments
This contract constitutes the entire agreement between the parties. All
amendments and /or changes shall be by written instrument executed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be
executed as of the date set forth herein by their duly authorized
representatives.
AMC CANCER RESEARCH CENTER XPENTION GENETICS, INC.
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Investigator's Name Date Name Date
Principle Investigator President and CEO
ATTACHMENT A, SCOPE OF WORK
DESCRIPTION:
ATTACHMENT C, BUDGET
Salaries and Wages $ 0
Fringe Benefits 0
Travel 0
Supplies/services 0
Equipment 0
Subcontracts 0
Other Direct Costs 0
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Total Direct Costs
Indirect Cost
[ % MTDC of $ ]
-------
Total Cost $
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ATTACHMENT B, INVOICE FORMAT