Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
Exhibit
99.1 COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT dated March 15, 2005 by
and between the Company and RFCUNY
This Research Agreement is made and entered into as of the 15 TH day of March,
2005 ("Effective Date") by and between Mediphotonics Development Company, a New
York State Limited Liability Company and subsidiary of Mediscience Technology
Corporation, with offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "MPD") and The Research Foundation of the City
University of New York on the behalf of the Center for Advanced Technology at
the City University of New York, with offices located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Foundation"). MPD or
Foundation may be referred to individually as "Party" or jointly as "Parties" in
this agreement.
WHEREAS
A. MPD presently owns certain rights to the existing software, design,
supporting patents and development of prototype CD-Ratiometer
instruments for screening and detecting cervical, oral and gastro
intestinal cancers and other potential detection applications.
B. MPD is interested in research activities leading to the modification
of the CD-Ratiometer and CD-Map to couple to micro-endoscope for
native fluorescence measurements of breast ducts.
C. Foundation has and continues to develop valuable and unique scientific
approaches to problems relating to the CD-Ratiometer and is ready,
willing and able to conduct research activities for the research
described in the Statement of Work attached hereto and incorporated
herein as Appendix A ("Research");
THEREFORE, in consideration of the premises and mutual covenants contained
herein and intending to be legally bound thereby MPD and the Foundation agree to
work together to adapt the current CD-Ratiometer and/or CD-Map to couple to a
micro-endoscope for native fluorescence measurements of breast ducts. Both
Parties agree to provide the services to each other set forth in the Statement
of Work.
1. Period of Performance:
---------------------
The term of this Research Agreement shall begin on April 1, 2005 and shall
end on September 30, 2005, unless terminated sooner. This Agreement may be
extended or renewed by the Parties hereto. In the event of a breach of any
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material provision hereunder, either Party may terminate this Research
Agreement by thirty days prior written notice to the other Party.
Termination of this contract shall not affect the rights and obligations of
the Parties, which shall have accrued prior to termination, including,
without limitation, the confidentiality obligations set forth herein.
2. Consideration:
-------------
MPD agrees to pay the Foundation $70,000. This payment shall be made in
accordance with the terms outlined in the "Budget and Payment Schedule"
annexed hereto as Appendix B, which is incorporated herein and made a part
hereof. It is further agreed that the amounts shown in the respective
budget categories are estimates and that reasonable changes from item to
item within the budgeted amount will be acceptable. MPD will pay Foundation
one-half of the budgeted amount, that is, $35,000, within five (5) days
after both parties have executed this Agreement. The remaining budgeted
amount will be paid according to the Payment Schedule contained in the
Budget. Receipt of funds in accordance with the Payment Schedule is a
condition precedent to Foundation's obligations under this Agreement. In
conjunction with MPD's committed funds, the CUNY Center for Advanced
Technology in Photonics Applications (CAT) will provide matching funds of
up to $14,000 in support of this Agreement.
3. Future Activities:
-----------------
Based on mutual accomplishments related to this research, both Parties
agree to mutually consider and discuss acceptable arrangements for future
follow-on activities.
4. Proprietary Data & Confidentiality:
----------------------------------
All proprietary data and confidential information of either Party, which
may be exchanged under this Research Agreement, shall remain the property
of the disclosing Party. Under no circumstances shall the exchange of such
information between the Parties be construed as a grant of any right or
license by the disclosing Party, express or implied, with respect to any
patent, copyright, invention, discovery or improvement, or any application
therefore. This Agreement shall have no force and effect unless and until
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the Mutual Non-Disclosure Agreement attached hereto and incorporated herein
as Appendix C, has been fully executed by both Parties
5. Ownership and Patents:
---------------------
Foundation shall have sole and exclusive ownership rights to any invention
of a product, device, process, or method, whether patentable or not (an
"Invention") arising out of the Research subject to the right of MPD to
take an exclusive, or non-exclusive, royalty-bearing license to the
Invention, as set forth herein.
a) Foundation grants to MPD the right of first review with respect to any
Invention, discovered from the performance of the Research, under the
following terms:
(i) Foundation shall notify MPD, in writing, of the Invention and
provide MPD with sufficient detail to evaluate the Invention.
(ii) MPD shall have forty-five (45) days after such notification to
evaluate the Invention and notify Foundation, in writing that MPD
desires to license the Invention.
(iii) Upon notification by MPD of its desire to acquire rights to the
Invention, the Parties shall negotiate in good faith for a period
not to exceed sixty (60) days, in an effort to arrive at terms
and conditions satisfactory to the Parties for the license by MPD
of the Invention.
(iv) If the Parties do not reach such agreement within said sixty (60)
day period, or if MPD fails to notify Foundation within the
forty-five (45) day period, or if MPD decides not to acquire the
rights to the Invention, Foundation shall be free to deal with
the Invention as the Foundation in its discretion may decide, and
Foundation shall have no further obligations to MPD with respect
to the Invention.
(v) The right of first review, as presented herein, shall terminate
at the earlier of the a) first anniversary of the Effective Date
or b) the termination of this Contract.
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(b) With respect to inventions which MPD has elected to take an exclusive,
or non-exclusive, royalty-bearing license, as provided in this Section
5:
(i) MPD shall be responsible for the preparation, filing, and
prosecution of all patent applications covering any Invention
arising out of the Research, as well as all costs and fees
associated therewith from and after the effective date of such
license. Foundation shall reasonably assist MPD in the
preparation, filing, and prosecution of such patent application;
(ii) MPD shall also have responsibility for filing all applications
which may be required by health or regulatory authorities
relating to the products arising from the Research. All costs and
expenses associated with such filings shall be borne by MPD.
6. Publications:
------------
The Foundation shall have the exclusive right to publish the results of the
research and development conducted under this Agreement.
7. Indemnification:
---------------
Each Party agrees to indemnify and hold the other Party harmless from and
against all claims, demands, liabilities, damages and expenses (including
reasonable attorney's fees) arising directly or indirectly out of the work
performed under this Agreement due to the negligent or tortious conduct of
the Party or its agents or affiliates. The indemnified Party agrees: to
promptly notify the indemnifying Party of any indemnified claim; provide
the indemnifying Party with a copy of all papers served on the indemnified
Party; that the indemnifying Party shall fully control the defense and
settlement of the indemnified claim; and, to cooperate as reasonably
requested in the defense.
8. Insurance:
---------
Should MPD exercise its option under Section 5 herein, MPD shall maintain
at its expense, in full force and effect a policy or policies of: general
liability insurance for bodily injury and property damage, and products
liability insurance. In no event shall the insurance policy limits be less
than $1,000,000 per occurrence for property damage and bodily injury and
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products liability. Each policy shall be obtained from an insurer licensed,
or authorized, to do business in the State of New York and the insurer
shall have a Best's rating of no less that B+. Each insurance policy will
name the Research Foundation of CUNY and City University of New York as
additional insured parties and will contain a clause requiring the insurer
to give Foundation at least 30 days prior written notice of any alteration
in the terms of such policy or the cancellation, thereof.
9. Assignments:
-----------
Neither Party to this Agreement shall assign its rights and obligations to
any third Party without the prior written consent of the other Party. Any
assignment or attempt to assign in the absence of such prior written
consent, shall be void and without effect.
10. Entire Agreement:
----------------
This Research Agreement contains the entire understanding of the Parties
with respect to the subject matter hereof. This Agreement may not be
amended, or any term hereof modified, other than by a written instrument
executed by authorized representatives of both Parties hereto.
11. Severability:
------------
If any one or more of the provisions of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not in any way be
affected or impaired thereby.
12. Waiver:
------
The failure of any Party hereto to insist upon strict performance of any
provision of this Agreement or to exercise any right hereunder will not
constitute a waiver of that provision or right.
13. Governing Law:
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This Agreement shall be governed by, and interpreted in accordance with,
the laws of the State of New York, United States of America, without regard
to the choice of laws provisions thereof.
14. Notices:
-------
Notice is sufficiently given if it is in writing and is delivered
personally or by registered mail, postage prepaid, addressed to the Party
at the address identified herein. Notice shall be deemed given when
received. A Party may designate a different address by written notice to
the other Party.
(a) in the case of Foundation to: Research Foundation of CUNY ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Legal
Department
(b) and, in the case of MPD to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Mediphotonics
Development Co ▇▇▇,▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
15. Independent Contractors:
-----------------------
MPD and Foundation shall at all time act as independent Parties and nothing
contained in this Agreement shall be construed or implied to create an
agency or partnership. Neither Party shall have the authority to contract
or incur expenses on behalf of the other.
16. Warranties:
----------
THE FOUNDATION AND THE CITY UNIVERSITY OF NEW YORK, MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, CONCERNING THE RESULTS OF THE PROJECT RESEARCH OR OF
THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH RESEARCH
OR RESULTS. FOUNDATION AND THE CITY UNIVERSITY OF NEW YORK SHALL NOT BE
LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY MPD OR
ANY OTHER PARTY AS A RESULT OF THE CONDUCT OF THE RESEARCH. ALL WARRANTIES
MADE OR TO BE MADE IN CONNECTION WITH THE RESEARCH SHALL BE MADE BY MPD
THEREOF AND NONE OF SUCH WARRANTIES SHALL DIRECTLY OR INDIRECTLY BY
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IMPLICATION OBLIGATE IN ANY WAY THE FOUNDATION, THE CITY UNIVERSITY OF NEW
YORK OR ANY OF ITS AGENTS.
Each Party warrants and represents to the other that it has full authority
to enter into this Agreement, and to fully perform its obligations
hereunder, and that neither has made nor will it make any commitments to
others in conflict with or in derogation of this Agreement without the
express written approval and participation of the other party.
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In witness whereof, the Parties have caused there duly authorized representative
to execute this Research Agreement as of the above written date.
Mediphotonics Development Company The Research Foundation of CUNY on
Behalf of The Center for Advanced
Technology at the City University
of New York
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Esq By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Esq Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman/CEO Title: President
Date: March 15, 2005 Date: _____________________
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Attachment A
Statement of Work
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
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Attachment B
Budget and Payment Terms
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
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Attachment B
Budget and Payment Terms (cont.)
Mediphotonics Development Co LLC and Research Foundation CUNY
PAYMENT SCHEDULE
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Date Due Payment Amount
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Phase I: Payment due upon execution of the Research $35,000
Agreement
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Phase II: Payment due by June 15, 2005 $30,000
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Phase III: Payment due by August 15, 2005 $5,000
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Total Payment Due $70,000
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Attachment C
Mutual Non-Disclosure Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
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Attachment C
Mutual Non-Disclosure Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
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Attachment C
Mutual Non-Disclosure Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
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Attachment C
Mutual Non-Disclosure Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
[Ommitted out as a matter of corporate confidentiallity]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date set forth below.
Mediphotonics Development Co. LLC Research Foundation of CUNY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Esq. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Esq. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman/CEO Title: President
Date: March 15, 2005 Date: March 15, 2005
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