EXHIBIT 10.12
[CyGene LOGO]
CONSULTING AGREEMENT
Agreement, dated as of 12-08-2005, between Dx Innovations, Inc. (3935 Lago di
▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; hereafter Dx Innovations) and CyGene, Inc.
(hereinafter CyGene), having principal place of business at:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CyGene, Inc. desires to retain the services of Dx Innovations in a consulting
capacity with respect to certain activities as described in Exhibit A, and Dx
Innovations is willing to so act.
NOW, THEREFORE, Dx Innovations and CyGene agree as follows:
1. Description of Services. CyGene hereby retains Dx Innovations as to perform
the following services for CyGene:
a) An estimated 40 hours per month consultation with CyGene's scientist or
management or as otherwise designated by CyGene, in the form of formal
meetings or consultation.
b) Dx Innovations may from time to time be unavailable to attend formal
meetings or perform other consulting duties that are not in conflict
with or competitive to the business activities of CyGene, and such
unavailability shall not be considered a breach of this AGREEMENT.
c) Dx Innovations' consultation will involve the specialized field of
molecular biology and requires the application of the unique, special
and extraordinary skills and knowledge that Dx Innovations possesses in
this area.
2. Term and Expiration. This Agreement shall become effective as of the date
hereof and remain in effect for six (6) months. In rendering services to
CyGene, Dx Innovations shall act as an independent contractor and not as an
employee or agent of CyGene.
3. Compensation. For all services provided hereunder, CyGene will pay Dx
Innovations a fee of $250 per hour. Payment will be made in cash and CyGene
common stock as outlined in Exhibit B. Payments will be made in arrears, on
a weekly billing basis or as otherwise agreed upon by both parties.
4. Expenses. CyGene will reimburse Dx Innovations for any actual expenses
incurred by Dx Innovations while rendering services under this Agreement so
long as the expenses are reasonable and necessary, upon prior written
approval by CyGene. Such expenses shall include reasonable and necessary
travel, lodging and meals in connection with services performed under this
Agreement. Requests for reimbursement shall be in a form reasonably
acceptable to CyGene.
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Dx Innovations - CyGene Agreement
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5. Proprietary Information and Patents. Dx Innovations understands and agrees
that CyGene possesses and will continue to possess information that has
been created, discovered, or developed, or has otherwise become known to
CyGene, including information made known to or created, discovered, or
developed by Dx Innovations, arising out of its retention as a consulting
firm by CyGene, which information has commercial value in the business in
which CyGene is engaged. All of the aforementioned information is
hereinafter called "Proprietary Information." By way of illustration, but
not limitation, Proprietary Information includes trade secrets, processes,
formulae, data and know-how, improvements, inventions, techniques, planned
products, research and development, marketing plans, business plans,
strategies, forecasts, customer lists, confidential information about
finances, marketing, pricing, costs or compensation.
a) All Proprietary Information shall be the sole property of
CyGene and its assigns, and CyGene and its assigns shall be
the sole owner of all patents and other rights in connection
therewith. At all times during its retention as a consulting
firm for CyGene and at all times after termination of such
retention as a consulting firm, Dx Innovations will keep in
confidence and trust all Proprietary Information, and will not
use for its own account (or for the benefit of any person or
entity), or disclose any Proprietary Information or anything
relating to it without the written consent of CyGene, except
as may be necessary in the ordinary course of performing its
duties as a consultant of CyGene.
b) All documents, data, records, apparatus, equipment and other
physical property, whether or not pertaining to Proprietary
Information, furnished to Dx Innovations by CyGene or produced
by Dx Innovations or others in connection with Dx Innovations'
retention shall be and remain the sole property of CyGene and
shall be returned promptly to CyGene as and when requested by
CyGene. Should CyGene not so request, Dx Innovations shall
return and deliver all such property upon termination of its
retention as a consulting firm for any reason, and Dx
Innovations will not retain any such property or reproduction
of such property upon such termination.
c) Subject to the provisions of Article 7. Dx Innovations will
promptly disclose and assign to CyGene, or any persons
designated by it, all improvements, inventions, formulae,
processes, techniques, know-how and data, whether or not
patentable, (collectively hereinafter called "INVENTIONS")
made or conceived or reduced to practice by Dx Innovations,
either alone or jointly with others, during the period of its
retention as a consultant which (i) result from tasks assigned
to Dx Innovations by CyGene, or (ii) result from use of
premises owned, leased or contracted for by CyGene All
INVENTIONS shall be the sole property of CyGene and its
assigns, including all patents and other proprietary rights in
connection therewith. Dx Innovations agrees to execute all
documents and take all actions necessary to assign and
transfer the foregoing to CyGene.
d) Dx Innovations' scientists may freely publish any results of
its work covered under the Agreement, provided that prior U.S.
patent application is made on any potentially patentable
aspects of its work. Dx Innovations agrees to provide CyGene
with sufficient disclosure not less than 120 days prior to
publication, to allow CyGene to have patent applications
prepared on inventions or other information made or acquired
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under this agreement of potential commercial value. CyGene
agrees to keep all such disclosures confidential prior to
publication.
e) Nothing in this Agreement shall transfer to CyGene any rights
to INVENTIONS that are owned or are provided to Dx Innovations
by third parties for research purposes.
6. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
7. No Conflict. Dx Innovations represents that its performance of all the
terms of this Agreement and that its retention as an advising firm to
CyGene does not and will not breach any agreement to keep in confidence
proprietary information acquired by Dx Innovations in confidence or in
trust prior to its retention as an advising firm by CyGene Dx Innovations
has not entered into, and agrees he will not enter into, any agreement,
either written or oral, in conflict herewith. Dx Innovations understands as
part of the consideration for the offer to retain it as an advising firm,
and of its retention as an advising firm by CyGene, that it has not brought
and will not bring to CyGene or use in the performance of its
responsibility at CyGene any equipment, supplies, facility or trade secret
information of any current or former clients which are not generally
available to the public, unless Dx Innovations has obtained written
authorization for their possession and use. Dx Innovations also understands
that, in its retention as an advising firm of CyGene, it is not to breach
any obligation of confidentiality that it has to others, and it agrees that
it shall fulfill all obligations during its retention as an advising firm
with CyGene.
8. Successors, etc. This Agreement shall be binding upon and shall inure to
the benefit of CyGene's successors, transferees, and assigns.
9. This agreement can be terminated by either party within 30 days written
notice.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year written below.
For CYGENE, INC.:
______________________________ __________________
▇▇▇▇▇▇ ▇▇▇▇▇▇, President & CEO Date
For DX INNOVATIONS, INC.:
________________________________ __________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ PhD, MD, President Date
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Exhibit A
CyGene, Inc. engages Dx Innovations, Inc as a consulting firm to:
1) Review and edit current and future testing result report forms for
CyGene's direct to consumer DNA testing business
2) suggest improvements of testing panels and report generating algorithms
3) translate report forms into German for test results report generation and
marketing of CyGene's test panels in Germany and Europe
4) assist CyGene in its business and product development efforts
5) advise and assist in ongoing and future Haystack Processing technology
developments.
CyGene will provide literature that was central for developing report
algorithms.
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Dx Innovations - CyGene Agreement
[CyGene LOGO]
Exhibit B
Payment schedule: 25% of billed invoice shall be paid in cash and the remaining
75% are payable in restricted shares of common stock at a 50% discount from the
market price based on the ten day prior closing average of CYGE stock, when the
invoice is presented. There is a $0.25 minimum price to any issuances of stock.
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