This ("Agreement") is entered into by The Xxxxx
Xxxxxxx University, hereinafter known as JHU, having an address at 000 X. Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000 and Zorax, Inc., hereinafter known as The
Sponsor, having its principal address at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx,
Xxxxxxx 00000.
WHEREAS, JHU is a non-profit organization and conducts research in order to
enhance its teaching programs and advance the state of knowledge.
WHEREAS, JHU proposes to conduct for the Sponsor a program of research entitled
"To Improve the Level of Consistency of Cryptosporviodum Recovery" (hereinafter
known as Work) as described in the attached proposal, incorporated by reference
as Appendix (A), and has facilities, faculty, staff and students available for
the conduct of such Work;
AND The Sponsor is desirous of supporting such Work;
NOW, in consideration of these premises, the parties hereto agree as follows:
1. STATEMENT OF WORK
Such Work shall conform to that described in Appendix (A), Proposal. Any change
in this Statement of Work shall be mutually agreed to in writing by authorized
officials of both parties prior to the commencement of JHU's performance under
any such change.
2. PERIOD OF PERFORMANCE
This Agreement is effective for the period January 1, 2000 through December 1,
2000 and may be extended only by written agreement of the parties
3. KEY PERSONNEL
(a) The following individual is identified as JHU key personnel for the
performance of the Work: Xxxxxxxx Xxxxxxx, MSc. Ph.D., Principal Investigator.
(b) If for any reason Xx. Xxxxxxx withdraws from serving as Principal
Investigator, JHU and The Sponsor shall endeavor to agree upon a successor. If
the parties are unable to agree upon a successor, this Agreement shall be
terminated as provided in the paragraph titled "Termination".
4. COSTS
(a) As consideration for the services rendered hereunder, The Sponsor will pay
JHU the sum of $35,000 ("Thirty-five thousand U.S. Dollars) to cover all the
direct and indirect costs incurred by it in connection with the Work (Work Cost)
as outlined in Appendix (B), Budget. It is estimated that the Work Cost is
sufficient to support the Work, but JHU may request additional funds at such
time as costs may reasonably be expected to exceed the Work Cost and The Sponsor
shall not unreasonably withhold such payment.
(b) Within 120 days of the termination of this Agreement, JHU shall submit a
final financial report setting forth costs and commitments incurred.
Page 2 of 5
5. PAYMENT
(a) The Sponsor agrees to pay JHU in full $35,000 on or by April 1, 2000.
(b) Checks shall be made payable to The Xxxxx Xxxxxxx University and shall be
sent to:
Xxxxx X. Xxxx
Assistant Xxxx, Office of Research Administration
Xxxxx Xxxxxxx University
School of Hygiene and Public Health
000 X. Xxxxx Xxxxxx, Xxxx X0000
Xxxxxxxxx, Xxxxxxxx 00000-0000
(c) Each payment shall include the title of the Work and the name of the
Principal Investigator, for purposes of identification.
(d) All payments under this Agreement shall be made in U.S. Dollars. The Sponsor
shall pay interest to JHU at the rate of one percent (11/2%) per month on all
payments that are overdue for the full period they are overdue.
6. APPROVALS AND NOTICES
(a) The Sponsor's authorized official for receiving notices and approving
alterations or amendments to this Agreement shall be:
Xxx Xxxxxxx, Ph.D., President
Zorax, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxx 00000
(b) All notices and requests for approvals on financial and/or administrative
matters by JHU shall be submitted to:
Xxxxxxx X. Xxxxxx
Xx. Contract Officer
Office of Research Administration
Xxxxx Xxxxxxx University
School of Hygiene and Public Health
000 X. Xxxxx Xxxxxx, Xxxx X0000
Xxxxxxxxx, Xxxxxxxx 00000-0000
(000) 000-0000/ FAX (000) 000-0000
INTERNET: XXXXXXX@XXXXX.XXX
Xx. Xxxxxxx is not authorized to alter or amend this Agreement, except that his
written concurrence shall be required to alter or amend JHU's Statement of Work.
7. PUBLICATIONS
JHU shall have the right at its discretion to release information or to publish
any material resulting from the Work. JHU shall furnish The Sponsor with a copy
of any proposed publication and The Sponsor shall have thirty (30) days from
receipt of the proposed publication to inform JHU of any requested changes. The
Sponsor may request JHU to delay publication for a
Page 3 of 5
maximum of an additional thirty (30) days in order to protect the potential
patentability of any invention described therein.
8. PROPRIETARY DATA
JHU shall have the right to refuse to accept any proprietary data proffered to
it by The Sponsor. To the extent that proprietary data is in written form, it
shall be clearly marked "Confidential" on its face and delivered directly to the
Principal Investigator. JHU shall use reasonable efforts to protect proprietary
data furnished by The Sponsor which is necessary for the conduct of the Work.
9. INTELLECTUAL PROPERTY
(a) JHU shall retain title to any invention first conceived or actually reduced
to practice in the performance of the Work funded by this Agreement
("Invention") solely by its faculty member(s) and/or employee(s). The Sponsor
and JHU shall be joint owners of any Invention first conceived or actually
reduced to practice in the performance of the Work funded by this Agreement
jointly by faculty member(s) and/or employee(s) of The Sponsor and JHU. For any
jointly owned Invention, the Patent Management Officer of JHU shall have
associate Authorization of Agent in the filing, prosecution, and maintenance of
any patent application and patent.
(b) If any new technology is developed ("Improvements") as a result of this
Agreement, Zorax, Inc. will be immediately informed of such "Improvements".
(c) If any new technology is developed ("Improvements") as a result of this
Agreement, Zorax, Inc. will have the first right to negotiate an exclusive
license to such "Improvement" on commercially reasonable terms up to sixty (60)
days after JHU's disclosure to Zorax, Inc. of such "Improvements"
10. PUBLICITY
Neither party shall use the name of the other party, nor the name of any faculty
member, postdoctoral fellow, student or employee of the other party in
connection with any product, service, promotion, news release, or other
publicity without the prior written permission of the other party and, if an
individual's name be concerned, of that individual.
11. TERMINATION
This Agreement may be terminated by either party at any time upon sixty (60)
days written notice to the other party. Upon notification of termination, JHU
shall proceed in an orderly fashion to limit or terminate any outstanding
commitments and to conclude the Work. All otherwise allowable costs or
commitments incurred prior to receipt of the notice of termination, which have
not been reimbursed to JHU, shall be honored. In the event of termination, JHU
shall submit a final report within 120 days of the effective date of termination
of all costs and commitments incurred and all funds received. The report shall
be accompanied by a check in the amount, if any, of the excess of funds advanced
over costs and commitments incurred.
12. EQUIPMENT
Title to any equipment acquired or manufactured under this Agreement shall vest
in JHU.
Page 4 of 5
13. YEAR 2000 COMPLIANCE
The Sponsor expressly warrants that all material it supplies under this
Agreement, including but not limited to data related software, are Year 2000
Compliant. "Year 2000 Compliant" means that the product will accurately process
date and time data before, during, and after January 1, 2000, and for all leap
years. "Process Date and Time Data" includes, but is not limited to, date input,
date output, date calculations, logical functions, program branching, format
conversion, edits and validations, and the use of dates or portions of dates in
comparisons, sorting, sequencing, merging, retrieving, searching and indexing.
Furthermore, Year 2000 compliant products, when used in combination with other
products, shall accurately process date and time data if the other product, in
any reasonable manner such as but not limited to expanding field or windowing,
properly exchanges date and time data with it.
14. MISCELLANEOUS
(a) Assignability. Neither party may assign this Agreement or any interest
therein without the written consent of the other party.
(b) Governing Law. The laws of the State of Maryland shall govern the
construction and interpretation of this Agreement.
(c) Entire Agreement. This instrument contains the entire Agreement between the
parties, and no statements, promises or inducements made by either party or
agent of either party that are not contained in this written Agreement shall be
valid or binding; and this Agreement may not be enlarged, modified or altered
except in writing, signed by the parties.
(d) Status. Nothing in this Agreement is intended, nor shall be deemed, to
constitute a partnership or joint venture between the parties.
(e) Headings. The headings used in this Agreement are for administrative
convenience only and are not to be used to interpret this Agreement.
Page 5 of 5
Accepted for
Zorax, Inc.
/s/ Xxx Xxxxxxx, March 31, 2000
---------------------------------------------------- ----------------
Signature Date
Xxx Xxxxxxx, Ph.D., M.D., President
----------------------------------------------------
Typed name and Title
Accepted for
XXXXX XXXXXXX UNIVERSITY
/s/ Xxxxx X. Xxxx 3/31/00
---------------------------------------------------- ----------------
Xxxxxxx X. Xxxxxx, Xx., MBA, CPA Date
Senior Associate Xxxx for Finance and Administration
or
Xxxxx X. Xxxx, MA
Assistant Xxxx for Research Administration
Appendix (A)
Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx
APPENDIX (A)
To improve the level of consistency in Cryptosporidium oocyst recovery from the
Xxxxx-Xxxxxxx Continuous Operation Water Centrifuge
The Xxxxx-Xxxxxxx Continuous Operation Water Centrifuge (S-G.W.C) has been
described and patent applied for. It is a device which is able to centrifuge and
filter a stream of water at approx 1 L per minute, it is not hampered with water
of turbidity up to approx 15 NTU, although with increasing turbidity, the stream
will be reduced.
The apparatus consists of a standard bench centrifuge modified with a hollow
brass cone fitted in the center of the rotator. Water is let in to an opening at
the apex of the cone, and ducted through 6 ports on the side of the cone through
flexible tubing to the base of each of 6 metal centrifuge tubes. These tubes
contain a measured quantity of glass beads which acts as the filtration medium
during operation. When spinning, water is lead to the base of the tube under
centrifugal force, then flows up through the beads column and is voided to
exterior. Particulate matter, including oocysts is retained in the beads.
(See Figure)
After filtration, the beads are removed gravimetrically from the tubes, using
standard elution fluid, the beads are washed in a stirrer with elution fluid and
finally the fluid is decanted into a clean vessel ready for concentration and
counting of the oocysts. We plan to introduce a modification in that the glass
beads will be pre weighed into plastic sachets containing the rubber tubing in
situ. This will make transfer of the glass beads from the centrifuge tubes more
simple and with less chance for loss of oocysts.
Preliminary data have been collected by the process of taking an aliquot of the
eluate, filtering this through 3 um pore size millipore membrane, dissolving the
membrane material in acetone (method according to ASTM proposal 229 (1993) and
staining the residue with fluorescent monoclonal antibody (MerFluor test). Our
preliminary data, replicated several times indicated a recovery of 85% of the
number of oocysts introduced into a 10 liter volume of water processed through
the centrifuge.
The S-G. W.C. device is simple, inexpensive and easy to operate and has been
shown to isolate oocysts of Cryptosporidium from water samples spiked with known
numbers of oocysts with recovery rates in excess of 50-60%. The application of
this system to Method 1622 will help make the technique easily applicable to
Water Treatment Facilities around the country.
We propose to test this apparatus and its ability to recover oocysts from spiked
water samples according to the methods outlined in Method 1622 (Draft) using
sample concentration and separation as outlined in Section 13.0 in Method 1622.
We will follow method 14.0 for sample staining and 15.0 for examination using
immunomagnetic beads. We are completely familiar with the use of fluorescence
labeled monoclonal antibodies, and routinely use the Merfluor system.
Method:
A) Standardization of the system.
Page 1 of 4
Appendix (A)
Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx
We will set up and follow the standard Method 1622 IMS for isolation and
counting Cryptosporidium parvum oocysts. This will be done separately 6 times
and recovery evaluated to ensure reproducibility and to provide comparison with
the test apparatus.
B) Analytical Procedure
1. Oocyst suspension, enumerating and spiking: (11.0)
Oocyst stock: This will be enumerated according to 11.2.1-9 using the
hemocytometer method. The stock suspension will be diluted to a final
concentration of 8,000-10,000 oocysts per ml. Oocysts will be obtained from the
USDA Experimental Station, Beltsville. These are collected from infected calves
and are from a standard source The age of each batch used will be recorded, and
each batch will be used only for two months. In all instances, the stock
suspension will be examined for consistency prior to dilution for counting.
A. The oocyst spiking suspension will be enumerated according to Section 11.3
using the hemocytometer.
B. Spiking solutions will be prepared to deliver 10, 20, 40, 80, 160, 500 and
1,000 oocysts per liter of sample water.
C Turbidity testing: Recovery from water of differing turbidity will be tested.
Natural water samples will be collected from various sources in Maryland and the
turbidity measured with a standard nephelometer. This water will then be spiked
with oocysts as outlined in (3) above for comparison with clean tap water. The
objective will be to determine the threshold of recovery at different turbidity.
2. Sample filtration.
All processes are carried out in a designated area protected from public access.
The technician will wear protective clothing and a face mask during operation of
the apparatus.
10 L water sample will be placed in the sampling reservoir. This is a large
carboy of 25L capacity, and is connected via tygon tubing to the centrifuge
spigot. The centrifuge tubes are filled each with 20 g glass beads and set in
motion at full speed (approx 4,000 rpm). The shroud closed and the water allowed
to flow into the system at approx. 1.0 L/min. The oocysts will be introduced
into the 10 L water sample immediately prior to operating the centrifuge
apparatus.
Following centrifugation, the apparatus is shut off and when it has stopped, the
tubes are removed and the glass beads is transferred gravimetrically to a clean
beaker using elution fluid. The elution process will entail three rinses of the
glass beads, and bulking of the final eluate.
3 Sample concentration and separation
The procedure will follow Section 13.0 in the Method 1622. Following elution and
separation of the glass beads, the eluate will be concentrated by centrifugation
and the bulk of the precipitate pellet made to 10 ml with reagent water and
extraction of the oocysts will be done using the Dynal IMS procedure utilizing
immunomagnetic beads. (We have contacted Dynal to inform them of our intention
and can expect some assistance with equipment on loan for the work)
Page 2 of 4
Appendix (A)
Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx
Following removal of the oocysts, the entire eluate sample will be prepared for
staining using Merfluor monoclonal antibody system and DAPI and examined by
epifluoresence according to Section 14. Oocysts will be counted according to the
method and expresses as a proportion of the total spiked number per 10 L.
We intend to compare this recovery with the method of Adorn and Chagla (1995)
using a millipore filtration apparatus.
We intend to compared the 1622 enumeration method with counts made on a Xxxxxxx
flow cytometer. Initial trials in the laboratory indicate that this may be as
effective as counting under fluorescence microscopy, but more time saving. The
consistency of recovery will be reported, as will be an assessment of the time
taken in the analysis in order to report on cost effectiveness of the method.
Sufficient aliquots will be run to allow statistical analysis and the
calculation of 95% confidence limits
We have budgeted for a reconstruction of the brass cone. This is necessary to
ensure the stability of the centrifuge when spinning. Each kit of magnetic beads
will treat 10 samples. We have requested 6 kits, allowing 10 samples per month
to be carried out. We plan to complete the work in 6 months from the time the
project starts. Results will be reported to UTEK corporation when completed.
Page 3 of 4
Appendix (A)
Xxxxxxxx Xxxxxxx and Xxxxx Xxxxx
/s/ X. Xxxxxxx /s/ Xxxxx Xxxxx
----------------- ----------------------
X. Xxxxxxx (P.I) Xxxxx Xxxxx (co-P.I.)
Page 4 of 4
Appendix (B)
APPENDIX (B)
BUDGET
Principal Investigator: Xx. Xxxxxxxx Xxxxxxx
15% of time, 6 months, wages, and fringe benefits: $ 5,018.00
Co-Investigator: Xx. Xxxxx Xxxxx
10% of time, 6 months, wages, and fringe benefits: $ 5,018.00
Remanufacture of brass cone: $ 1,000.00
Technical Support: technician XXX, 0 months $12,500.00
Technical Service of the Flow Cytometry
Laboratory, 15hr @ $80.00/hr: $ 1,200.00
Expendable Supplies; total: $ 5,593.00
Expendable supplies costs will cover purchase of 3 MERIFLUOR Cryptosporidium
test kits (total $681.00) ($227.00 per test kit), and 6 Dynal immuno-magnetic
bead kits (total: $2,700.00) ($450.00 per test kit). Water turbidity meter and
water turbidity standards (total: $1,000.00). Laboratory supplies ($1000.00)
include: disposable latex gloves, record books, test tubes, disposable pipettes,
glass slides, paper towels, 5 plastic carboy bottles, and waste disposal.
Travel, Communications, Office Supplies: $ 1,000.00
Calculated to cover travel to the sites from which the surface water will be
collected (50 miles/month, 6 months, @ $0.31/mile: $93.00), and costs of fax,
duplicating, and procurement of Cryptosporidium parvum oocysts from the USDA,
Beltsville, MD ($50.00/month: $300.00).
Permanent Equipment:
No costs are anticipated related to the permanent equipment.
TOTAL BUDGET REQUESTED: $31,819.00
Indirect Costs; 10% $ 3,181.00
TOTAL BUDGET $35,000.00
