EXHIBIT 10.3
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DEVELOPMENT AGREEMENT
FOR
SENSOR GUIDED DRE
This document serves as a Development Agreement for ProUroCare Medical Inc.
(ProUroCare) pertaining to the development of the Prostate Tactile Imaging
System (Sensor Guided DRE) with the positioning capability. Work is to be
performed by Artann Laboratories, Inc. (Artann) and Xxxxx Xxxxxxxxx in concert
with Minnetronix Inc. for ProUroCare in accordance with the details outlined
below.
1. DESIGN FREEZE AND ASSEMBLY OF A PROTOTYPE.
Scope:
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o Stage 1. Finalize the design of all components of the Prostate Tactile
Imaging System with the positioning capability. Add to the current
angular orientation system additional axial positioning means.
Redesign the transrectal probe to accommodate the components of the
positioning system. Build a prototype probe with optimized geometry
and tactile sensor array configuration. Make necessary changes in the
software to provide simultaneous acquisition and processing of the
position and pressure pattern data. Test and validate the components
and the entire assembly in laboratory experiments, document the
testing results.
o Duration of Stage 1 is 2 months and the budget is $100,000.
o Stage 2. Build 2 (two) prototypes of the Prostate Tactile Imaging
System with the positioning capability. Design algorithms and software
for the real-time reconstruction and imaging the prostate. Perform
evaluation testing of the prototype. Possibly, the prototype could
also be tested in clinical environment on a few patients, however
clinical testing will not constitute an obligation under this
contract.
o Duration of Stage 2 is 3 months and the budget is $80,000.
Total duration: 5 months
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Total budget: $180,000
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2. ASSISTANCE TO MINNETRONIX INC.
Artann Laboratories shall assist Minnetronix Inc. or an alternative appointed by
ProUroCare in the development of the systems for evaluation in a clinical
environment. This service relationship shall include Artann's cooperation in
development of a complete Technical Data File by Minnetronix Inc.
Duration: Artann's services could be requested after 3 months from the date of
signing of this agreement. The no-fee consulting and at-cost services option
will be available for 6 months from the start date of the relationship with
Minnetronix and could be extended per mutual agreement of both parties. The
completion of the service portion of the agreement is expected to extend beyond
the SGDRE system delivery and will not be used as a milestone for the purpose of
the agreement or the R&D Agreement.
Cost: Artann's staff including Xxxxx Xxxxxxxxx will be available to the
designated engineers from Minnetronix Inc. at no charge for the consulting and
advisory services including: unlimited telephone consultations and Artann
facilities visits. Any additional hardware and software development,
experimental work, document preparation or travel requested by Minnetronix Inc.
will be billed to ProUroCare at reasonable cost according to hours spend on the
project. The reasonableness of such requests will be mediated by a trustee
designated by both parties, namely Xxxxxxxx Xxxxx.
Payment: The payment shall be distributed in accordance with the following
schedule:
o 50% advance payment upon commencement of each milestone.
o 50% final payment upon delivery of each milestone.
Notes: Start date shall be July 15, 2004. Payment Terms: Net 15, 3% interest per
month applies after the 15-day period.
ARTANN LABORATORIES, INC.
By: /s/Xxxxx Xxxxxxxxx
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Its: Chief Scientist
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PROUROCARE MEDICAL INC.
By: /s/Xxxxxxx X. Xxxxxxxx
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Its: President and CEO
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XXXXX XXXXXXXXX
By: /s/Xxxxx Xxxxxxxxx
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