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EXHIBIT 10.1
DNA SPECIMEN REPOSITORY AGREEMENT
Agreement made this 21st day of June, 1995 between the UNIVERSITY OF
NORTH TEXAS HEALTH SCIENCE CENTER AT FORTH WORTH ("UNTHSC"), an entity of the
State of Texas located in Fort Worth, Texas, and GENELINK, INC. ("GeneLink"), a
Pennsylvania corporation, with its principal office located in Margate, New
Jersey.
NOW, THEREFORE, in consideration of the premises hereinafter set forth,
the parties hereto mutually covenant and agree as follows:
1. Purpose. GeneLink has originated a program to market DNA Collection
Kits(TM) ("Kits") by which an individual (the "Client") can obtain his or her
DNA specimens ("Specimens") which will then be preserved for 25 years and be
available for various DNA laboratory analysis from time-to-time. A Kit shall be
used by one individual Client to furnish Specimens of that one individual.
UNTHSC is willing to serve as the repository to receive and extract the
Specimens, preserve them for a period of 25 years and make them available for
analysis, on the terms set forth in this Agreement.
2. Term.
2.1 GeneLink shall designate by notice to UNTHSC the
commencement date of this Agreement, which shall be when GeneLink commences the
sale of Kits and after GeneLink has paid the $13,600 referred to in Section 9.5
below ("Effective Date"). In no event shall the Effective Date be later than
April 30, 1996. Unless sooner terminated in the manner set forth below, the
primary term of this Agreement shall be for a period of five years after the
Effective Date, the parties shall negotiate a possible renewal of the Agreement,
but there shall be no obligation to renew.
2.2 The expiration or earlier termination of the term of this
Agreement shall relieve UNTHSC of the responsibility to continue to receive new
Specimens. It shall not relieve UNTHSC of the responsibilities to continue to
preserve Specimens already received by it for the full period of 25 years from
time of receipt of the Specimens, and to retrieve such Specimens for analysis,
as provided below, nor shall it relieve GeneLink of its obligations hereunder
with regard to such preserved Specimens; provided, however, that at any time
after the expiration or earlier termination of this Agreement GeneLink may
elect, at its expense, to transfer the Specimens to another repository, and
UNTHSC shall cooperate with GeneLink in arranging such transfer.
3. Exclusivity.
3.1 Within the United States of America, UNTHSC agrees that it
will not during the term of this Agreement and for a period of one year after
termination of this Agreement, engage in any business or perform any service,
directly or indirectly, in competition with the business of GeneLink, or have
any interest, whether as proprietor, partner, stockholder, principal, agent,
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consultant, or in any other capacity or manner whatsoever, in any enterprise
which shall so engage, but only to the extent that UNTHSC's purpose of such
interest is to provide long-term DNA specimen preservation services which is in
competition with the business of GeneLink. For purposes of this Section 3.1,
"business of GeneLink" shall not include the provision of analysis and
extraction of DNA, including, without limitation, the DNA analysis and
extraction services currently provided by UNTHSC. During the period of one year
after non-renewal, UNTHSC's only obligation under this Section shall be to
refrain from competing in association with those entities with which GeneLink is
doing business and which are listed by GeneLink in a notice to UNTHSC. UNTHSC
for any reason set forth in Section 4.1, then this Section shall have no effect
and UNTHSC shall not be bound by the noncompete clause incorporated herein.
3.2 During the term of this Agreement, GeneLink agrees not to
engage any entity other than UNTHSC to provide long-term preservation of
Specimens for GeneLink's clients.
4. Termination.
4.1 Subject to Section 2.2 above, either party ("Terminating
Party") may elect immediately to terminate this Agreement prior to the end of
the term in the event that the other party ("Defaulting Party"): (1) dissolves,
disbands, or a liquidator or trustee is appointed or takes possession of the
Defaulting Party's property and such appointment or possession remains in effect
for more than 90 days; (2) is adjudicated bankrupt or insolvent or a petition is
filed against it under any bankruptcy law and is not dismissed within 90 days
after filing; (3) fails to account and/or make any payment due hereunder, and
such failure is not cured within 30 days after written notice is given; (4)
fails in any material and substantial manner to perform any other obligation
required of it hereunder and such failure is not cured within 30 days after
written notice thereof is given; or (5) is found by a court of competent
jurisdiction to have engaged in material acts of deceit or fraud, and all
applicable appeal periods have expired without any appeals being filed, or if
any appeals have been filed, a final, unappealable decision has affirmed such
finding.
4.2 Termination shall be effected by the Terminating Party
providing notice in accordance with this Agreement to the other party declaring
its election to terminate. Termination shall not affect any right of either
party which accrued prior to such termination. Termination shall be without any
further liability on the part of the Terminating Party. In the event of
termination under clause (1) or (2) of subsection 4.1, if no successor is
performing GeneLink's obligations under this Agreement, then GeneLink shall make
available to UNTHSC the names and addresses of each Client and his
identification number and his payment history, so that UNTHSC can identify
Clients requesting retrieval of Specimens.
5. The Kits.
5.1 GeneLink shall furnish to UNTHSC prototype of any versions
of Kits that it puts into production from time-to-time, and UNTHSC shall
cooperate with GeneLink by promptly furnishing any comments with regard to such
prototypes. However, since the parties are independent contractors, the design,
appearance and specifications of the Kits shall be under the complete control
and responsibility of GeneLink, and UNTHSC shall have no responsibility
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therefor, except as follows:
GeneLink may in its marketing of Kits state that the
Specimens shall be stored at repositories
located at UNTHSC and that quantitative
extraction of the Specimens shall be
performed by UNTHSC, or words to that
effect. The parties agree that the language
set forth in Exhibit C attached hereto and
made a part hereof is an acceptable
statement for purposes of this section, and
UNTHSC shall cooperate with GeneLink in
approving unreasonably withheld or delayed.
GeneLink shall obtain the written approval
of UNTHSC prior to using the name of UNTHSC
in its advertising, marketing, distributing
or selling of the Kits, or in any other
manner, other than as stated in this section
and Exhibit C, and Section 7.4.
UNTHSC shall approve in writing: (a) the
specifications for the implement which the
Client shall use in collecting the Specimen;
(b) the Client instructions included with
the Kit; and (c) any written instructions
inclusive of the data from furnished by
GeneLink to the Client in connection with
retrieval of Specimens as described below,
which approvals shall not be unreasonably
withheld or delayed. GeneLink agrees that
the Client instructions or any data form
included with the Kit shall refer to the
repository, the disposal of Specimens at the
end of the 25 years, confidentiality of the
Client's name, and a statement that the
Specimen may not be appropriate for certain
types of genetic analysis. If GeneLink shall
submit a specification or instruction in
writing to UNTHSC, UNTHSC shall have been
deemed to approve such specification or
instruction unless it notifies GeneLink in
writing within 30 days after receipt
thereof. The parties agree that initially
the specification for the swabs set forth in
Exhibit D attached hereto and made a part
hereof and the collection procedure
described in Exhibit A are approved by the
parties.
Unless otherwise agreed by the parties, each Kit shall contain 21 bar
coded labels, with an adhesive that is
mutually acceptable to the parties, which
acceptance shall not be unreasonably
withheld or delayed.
6. Full Requirements. In performing its services of collecting,
preserving and retrieving Specimens as provided herein, UNTHSC shall maintain
such staff and facilities as may be necessary to meet the full requirements of
GeneLink under this Agreement. The parties recognize that the program is a new
venture and that it is not possible to predict accurately the volume of
Specimens that may be received. The parties recognize that the success of
GeneLink's program will depend, in part, on the ability of UNTHSC to process,
and preserve and retrieve Specimens in whatever quantity GeneLink is able to
produce. GeneLink will cooperate with UNTHSC in advising UNTHSC on the first and
fifteenth of each month of the expected volume of Specimens, and UNTHSC shall be
responsible for process, preserving and retrieving under this
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Agreement whatever quantity of Specimens is required by GeneLink to serve its
Clients.
7. Collection Procedure.
7.1 GeneLink or the Client shall ship to UNTHSC the Specimens,
which shall contain a number for identification purposes. GeneLink shall
maintain the record of the Client name identified with each number, and UNTHSC
shall be furnished only the numbers for each Specimen.
7.2 UNTHSC shall furnish at the UNTHSC campus and shall
maintain during the term of this Agreement and for a period of 25 years from the
time the last Specimen is received pursuant to this Agreement, a repository
sufficient to store and preserve all Specimens furnished pursuant to this
Agreement and shall maintain the repository in accordance with the following
conditions:
Two separate freezers used to store Specimens shall
be kept at a minimum temperature of -20
degrees celcius at all times; provided,
however, that UNTHSC may designate another
minimum temperature that will prohibit
bacteriological growth and maintain the
integrity of the Specimen, subject to the
consent of GeneLink, which consent shall not
be unreasonably withheld.
The Specimens shall be kept in a secured environment,
with an alarm system to notify UNTHSC
security of unauthorized entry or of any
failure of freezer temperature.
The repository shall be staffed on an 8 hour per
day/40 hour per week basis. The repository
shall be closed in accordance with the
holiday schedule and emergencies declared by
administration of UNTHSC.
UNTHSC shall maintain a data base for the repository
which shall contain information regarding
receipt and storage of all Specimens in
accordance with their identification number.
7.3 UNTHSC shall maintain computer contact with GeneLink for
quick and efficient communication.
7.4 UNTHSC shall provide to GeneLink written and pictorial
material describing the repository, UNTHSC and its personnel that shall be
suitable for promotional use by GeneLink if it should choose to do so, and
UNTHSC hereby authorized such use.
7.5 UNTHSC shall process Specimens received pursuant to this
Agreement within three working days of receipt.
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7.6 Upon receipt of Specimen, UNTHSC shall:
Enter the identification number of the Specimens that
it receives into the repository data base
immediately upon receipt, and advise
GeneLink thereof on a daily basis.
Provide technicians and equipment necessary to
extract the DNA from the swabs in accordance
with the procedure set forth in Exhibit A
hereto, which is incorporated by reference
into this Agreement. UNTHSC may in writing
from time-to-time adopt other scientifically
acceptable PROCEDURES THAT ARE EQUIVALENT IN
ACCURACY TO THE PROCEDURES SET FORTH IN
exhibit a, and shall advise GeneLink of any
such new procedure. In case of objection by
GeneLink, the parties shall meet and attempt
to resolve the matter. UNTHSC shall seek to
extract all available human specific DNA.
Preserve the Specimen (if at least 4,5000 nanograms
of human specific DNA), half in each of the
two freezers for a period of 25 years form
the date of receipt, and advise GeneLink on
a daily basis of the Specimens on that day
placed in the freezers and the
semi-quantitative approximate of the total
quantity of DNA in each Specimen.
7.7 UNTHSC shall not be responsible for determining the length
of the DNA from a Specimen. both parties acknowledge that by not determining the
length of the DNA, certain analytical DNA procedures may not be able to be
performed.
7.8 In the event that the testing of the Specimen by UNTHSC
determines that a Client's Specimen does not yield at least 4,500 nanograms of
DNA, UNTHSC shall preserve the Specimen, notify GeneLink, and GeneLink shall
seek to obtain new Specimens from such Client to replace the initial Specimen.
7.9 Upon placing the Specimen in the freezer, and UNTHSC's
receipt of payment as provided herein, UNTHSC shall issue a certificate to be
sent to the Client by GeneLink which shall certify that UNTHSC is preserving the
Specimen in it repository for the 25 year period. The form of the certificate
shall be agreed to in writing form time-to-time by the parties. the parties
agree that initially the form attached hereto as Exhibit F shall be the form of
the certificate.
7.10 In the event that shipping instructions and payment of
reasonable shipping and handling costs have not been received by UNTHSC within
90 days after the expiration of the 25 year preservation period, UNTHSC shall,
at its sole option, ship within the Untied States at UNTHSC's cost, outdated
Specimens to a GeneLink location or subsequent repository as designated by
GeneLink, in group mailings at intervals to be determined by UNTHSC, or
otherwise
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discard the Specimens in accordance with applicable law.
8. Retrieval and Analysis of Specimens.
8.1 GeneLink shall advise UNTHSC when a Client wishes to
retrieve Specimens for analysis and furnish a copy of the Client's consent. Such
consent shall conform with applicable state and federal law. Analysis shall be
performed at such laboratory as the Client shall designate. If UNTHSC shall have
the capability to perform such analysis, GeneLink will include UNTHSC on the
same basis as other qualified laboratories in whatever information about
specific testing laboratories, if any, GeneLink furnishes to the Client or its
representatives.
8.2 Upon being notified by GeneLink that a Client wishes to
access a Specimen, UNTHSC shall within three business days retrieve the
requested Specimens in accordance with the procedures set forth in Exhibit B
attached hereto and incorporated by reference to this Agreement; test the
Specimen for efficacy; package and send the appropriate portion of the Specimen
as directed by GeneLink; and return the unused portion of the Specimen to
storage.
8.3 The size of the portion of the Specimen to be removed
shall be determined by the testing laboratory authorized to perform the Client
order test.
8.4 UNTHSC does not guarantee and shall not be held
responsible for the number of genetic tests that can be performed on an
individual's stored DNA during the storage period.
8.5 GeneLink shall be responsible for collecting retrieval
fees from the Client and paying UNTHSC the appropriate fees prior to the
retrieval and testing of Specimens.
8.6 UNTHSC shall advise GeneLink on a daily basis of the
Specimens shipped to laboratories for analysis.
9. Payment.
9.1 Subject to Section 9.6 below, on or before the 15th day of
each month of the term of this Agreement (or the next succeeding business day),
GeneLink shall pay UNTHSC [Confidential Information filed separately with the
Securities and Exchange Commission] per Client submitting Specimens to UNTHSC
during the previous month. Such payment shall constitute the entire fee for the
DNA extraction and 25 year storage of such Specimen by UNTHSC as provided
herein. Such payment shall be made by GeneLink without regard to the Client's
payment or non-payment to GeneLink.
9.2 At the time of each payment in accordance with Section
9.1, GeneLink shall also pay UNTHSC [Confidential Information filed separately
with the Securities and Exchange Commission] for or any Client submitting
additional Specimens to UNTHSC during the previous month in order to replace or
supplement deficient Specimens. Such payment shall constitute the entire fee for
the quantitative extraction and 25 year storage of such additional Specimens.
Such
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payment shall be made by GeneLink without regard to the individual's payment or
non-payment to GeneLink.
9.3 In the development of GeneLink's program, the selection of
collection materials and the development of the procedure for collection set
forth in Exhibit A, GeneLink has relied upon the advise and assistance of
UNTHSC. If an excessive number of Specimens, for whatever reason, do not contain
the required minimum amount of DNA, then UNTHSC shall work with GeneLink to
resolve the problem.
9.4 Prior to the Effective Date of this Agreement, GeneLink
shall pay to UNTHSC $13,600 to be used for the establishment of the
repositories, approximately as set forth on a capital expenses budget submitted
by UNTHSC to GeneLink prior to the date hereof. Any of such amount that is not
used by UNTHSC for such purpose, shall be returned to GeneLink.
9.5 As the sole method to repay such $13,600 advance, the
payments to UNTHSC in Section 9.1 of this Agreement shall be [Confidential
Information filed separately with the Securities and Exchange Commission] for
the first 5,667 individuals submitting original Specimens. In the event that a
portion of the advance is returned to GeneLink pursuant to Section 9.4, the
number of individuals specified in this Section shall decrease proportionally so
that the amount of repayment equals the advance amount actually used by UNTHSC.
9.6 For UNTHSC's services in retrieving Specimens for analysis
in accordance with exhibit B, GeneLink shall pay UNTHSC a retrieval fee of
[Confidential Information filed separately with the Securities and Exchange
Commission] per Specimen retrieved. In addition to the retrieval fee, UNTHSC
shall be paid [Confidential Information filed separately with the Securities and
Exchange Commission] per daily shipment to a particular laboratory for handling
the shipment, and GeneLink shall be responsible for the actual shipping charge
and out-of-pocket cost of packaging material. Payments under this Section shall
be on the same terms as specified in Section 9.1.
9.7 If, after the expiration of the term or the earlier
termination to this Agreement, Specimens are sent by Clients to UNTHSC, UNTHSC
will forward the Specimens as directed by GeneLink, and GeneLink shall pay the
same amounts as applicable for shipment of Specimens under Section 9.6.
10. Notices. All notices required hereunder shall be sufficient only if
in writing and shall be deemed to have been given if delivered (including by
nationally recognized overnight delivery service) or mailed by certified mail,
return receipt requested, postage prepaid, or by facsimile (receipt confirmed):
If to GeneLink, addressed to:
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Attn: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇ & ▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
if to UNTHSC, addressed to:
University of North Texas Health Science
Center at Fort Worth
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as the party to receive the notice shall advise by due
notice hereunder. Notices shall be effective the earlier of receipt or five days
after dispatch.
11. Independent Contractor. This Agreement is not intended as and shall
not be construed as a brokerage agreement or an agreement of joint venture or
partnership or of employment by either party of the other or of its employees.
UNTHSC shall perform all work and services hereunder as an independent
contractor and shall not be an officer, agent, servant or employee of GeneLink.
UNTHSC shall have exclusive control, and the exclusive right to control, the
details of the work and services performed hereunder, and all persons performing
same. Neither UNTHSC nor GeneLink shall incur any indebtedness, enter into any
undertaking or make any commitment in the other party's name or purporting to be
on the other party's behalf except with the express written permission of the
other party.
12. Standard and Care.
12.1 The services to be provided by UNTHSC hereunder shall be
diligently performed with UNTHSC's ordinary and prudent skill and attention and
in conformity with this Agreement and its various exhibits and with the level of
skill appropriate for the preservation and testing of DNA material. without
limiting the foregoing, UNTHSC agrees to be reasonable for all Specimens lost or
damaged while in its possession or control.
GeneLink shall use due care in the performance of its obligations hereunder.
12.2 To the extent permitted by the laws of Texas, UNTHSC
agrees to indemnify and hold harmless GeneLink, its officers, directors,
shareholders and employees from any and all
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demands, actions, suits, claims, liability, damage, cost or expense, that arise
out of or in connection with the performance by UNTHSC of its duties hereunder,
except for and to the extent of any action or inaction of GeneLink, its officers
or employees, or agents.
12.3 GeneLink agrees to indemnify and hold harmless UNTHSC,
its Board of Regents, officers and employees from any and all demands, actions,
suits, claims, liability, damage, cost or expense, that arise out of or in
connection with the development, manufacturing, advertising, marketing,
distribution, sale, use or misuse of the Kits, whether arising out of the acts
or omissions of GeneLink, its officers, employees or agent, or otherwise, except
for and to the extent of any action or inaction of UNTHSC, its officers or
employees, or agents.
13. Confidential Information.
13.1 It is understood that in the performance of its services
under this Agreement, UNTHSC may have access to private or confidential
information of Clients. UNTHSC shall use its best efforts to keep, and have its
employees and agents keep, any and all such information confidential and to use
such information only for the purposes of fulfilling its services under this
Agreement or otherwise as agreed to by the Client. this provision shall not
prohibit UNTHSC from disclosing such information to persons required to have
access thereto for the performance of this Agreement, or pursuant to a
requirement of applicable federal or state law.
13.2 UNTHSC recognized the exclusive right of GeneLink in and
to all of the trademarks of GeneLink applied to the Kits, the GeneLink program,
and the services furnished by GeneLink hereunder and any and all of GeneLink's
copyrights of material used in connection therewith. UNTHSC acknowledges that
the system and procedures utilized by GeneLink in performing the services under
this Agreement may contain commercially valuable proprietary confidential
materials utilized by GeneLink in marketing its products are confidential
information and trade secrets which may be disclosed to UNTHSC on a confidential
basis pursuant to this Agreement. UNTHSC shall have no copyright interest,
patent rights, property rights or other interest in the services provided by
GeneLink hereunder or in any developments or improvements thereto (other than
laboratory procedures developed by UNTHSC that do not involve proprietary
material of GeneLink), whether or not presently existing, nor in any software
programs which may be developed by GeneLink to perform its services hereunder.
UNTHSC agrees to hod confidential and to use only in connection with the
services provided under this Agreement all proprietary information GeneLink
furnishes to UNTHSC, which shall have been marked "confidential" or
"proprietary." UNTHSC's obligations under this Section shall not apply to any
information that was known to UNTHSC prior to disclosure by GeneLink, or is or
becomes generally available to the public other than by breach of this Agreement
or is required to be disclosed in accordance with applicable federal or state
law.
13.3 In any academic publication describing its activities
under this Agreement or findings based thereon, UNTHSC shall refer to and
identify GeneLink as the provider of the GeneLink program.
14. Authority. Each party to this Agreement represents to the other
that it has the full
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right, power and authority to enter into and perform this Agreement in
accordance with all of the terms, provisions, covenants and conditions thereof,
and that the execution and delivery of this Agreement has been duly authorized
by proper corporate or Board of Regents action.
15. Representation of UNTHSC. UNTHSC represents to GeneLink that, based
on UNTHSC's reasonable and prudent professional judgment, based on its
experience in working with DNA and on certain testing procedures it has employed
as described on Exhibit E attached hereto and made a part hereof, UNTHSC is not
currently aware of any scientifically accepted reason why the procedures
described in Exhibits A and B are not appropriate procedures for the purpose of
the collection and extraction of DNA; why DNA Specimens collected, preserved and
retrieved in accordance with such procedures and this Agreement should not
survive for at least 25 years or why stored Specimens should not result in
Specimen material appropriate in quality and quantity for DNA analysis by
independent commercial laboratories to identify various types of DNA related to
diseases or medical conditions.
16. Force Majeure Clause. The parties hereto are relieved of any
liability if unable to meet the terms and conditions of this Agreement due to
any "Act of God", riots, epidemics, strikes, or any act or order which is beyond
the control of the party not in compliance; provided that it takes all
reasonable steps practical and necessary to effect prompt resumption of its
responsibilities hereunder.
17. Non-Waiver. The failure of either party to insist upon the
performance of any term or provision of this Agreement or to exercise any right
herein conferred shall not be construed as a waiver or relinquishment of the
party's right to assert or rely upon any such term or right on any future
occasion.
18. Assignability and Benefit. UNTHSC shall not assign its obligations
or rights hereunder. Any unauthorized assignment or delegation by UNTHSC of its
rights or duties hereunder, without the prior written consent of GeneLink, shall
b void and shall constitute a breach of this Agreement. GeneLink shall not
assign its obligations or rights hereunder without the consent of UNTHSC, which
consent shall not be unreasonably withheld or delayed (except that GeneLink may
assign to an entity controlled by or under common control with GeneLink). The
covenants herein contained shall bind and the benefits and advantages shall
inure to the respective successors and permit assignees of the parties, jointly
and severally.
19. Compliance with Applicable Laws. Each party shall be responsible
for obtaining and maintaining at its sole expense and in its name, all licenses
and permits which such party may require in order to perform the services
described herein. UNTHSC and GeneLink shall each comply with all applicable
federal, state and local laws and regulations respectively applicable to each
party in connection with the services contemplated hereunder. both parties
represent that they have no actual knowledge that any federal, state or other
governmental regulatory approvals are required prior to the execution or
effectiveness of this Agreement. All obligations under this Agreement are
subject to any future required federal, state or other city regulatory
approvals. Each party shall use good faith efforts to obtain any such approvals
which are required because of that party's identity, status or actions, and the
other party or parties shall cooperate with any such efforts.
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If any such approvals are required but not obtained, then, subject to the
provisions of the following sentence, the obligations to which such approvals
apply shall have no force or effect until such time or times as the required
approvals are obtained. If the unenforceability of any such obligations
materially and substantially diminishes the considerations which otherwise would
be received by any party under this Agreement, than that party may terminate
this Agreement without liability in accordance with Section 4 of this Agreement.
20. Severability. In the event that any provision hereof shall be
deemed in violation of any law or held to be invalid by any court in which this
Agreement shall be interpreted, the violation or invalidity of any particular
provision shall not be deemed to affect any other provision hereof, but this
Agreement shall be thereafter interpreted as though the particular provision so
held to be in violation or invalid were not contained herein.
21. Entirety Clause. This written agreement constitutes the entire
agreement of the parties regarding the subject matter of this Agreement.
Statements or representations not included herein shall not be binding upon the
parties, and no subsequent modifications or amendments of any of the terms
hereof shall be valid or binding unless made in writing and signed by both
parties.
22. State Law and Venue. This Agreement shall be construed under the
laws of the State of Texas. the parties consent to the venue of the federal
district court for the Northern District of Texas with respect to legal actions
concerning this Agreement, or, if such court does not have jurisdiction, the
courts of Tarrent County, Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the 21st day of June, 1995.
GENELINK, INC.
June 21, 1995 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Date ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President and CEO
UNIVERSITY OF NORTH TEXAS HEATH
SCIENCE CENTER AT FORT WORTH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, D.O.
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President
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