99.1 SMC agreement dated May 18 , 2007 between Registrant and Xx. Xxxxxxxx
--------------------------------------------------------------------------
Naftolin
--------
This Agreement is made on May 18 , 2007 between Mediscience Technology Corp
BioScopix. (MTC/Bio) 0000 Xxxxxxxxx xxx, Xxxxxx Xxxx XX, 00000 and Xx. Xxxxxxxxx
Xxxxxxxx, M.D., PhD (FN) (Consultant) 0 Xxxxx Xxxx Xxxx, Xxxxxxxxxx, XX
00000-0000
WHEREAS, Consultant has extensive medical Ob/Gyn health experience with a
specific interest in female endocrinology, diseases of the female reproductive
system, Ob/Gyn research, cancer research, and biochemistry of cancer disease,
MTC/Bio desires to retain Consultant as Senior Medical Consultant of BioScopix,
Inc. in the development and commercialization of MTC/Bio Autofluorescence-Based
Diagnostic Methods and Equipment for human cancer screening and diagnosis, and
female hormone level detection:
e.g. CD-Ratiometer, CPE and the Consultant wishes to perform consulting services
for the MTC/Bio.
NOW THEREFORE, in consideration of the covenants and obligations hereinafter set
forth, MTC/Bio and the Consultant agree as follows:
1. Services
1.1. The consultant shall provide advice and consulting services to
MTC/Bio on matters related to female endocrinology, diseases
of the female reproductive system, Ob/Gyn research, cancer
research, oral cancer, and biochemistry of cancer disease.
1.2. Consultant shall advise and support MTC/Bio in, 1.2.1.
development of protocols for FDA trials,
1.2.2. document preparation for FDA IDEs, PreMarket
Approvals, and 510 K's,
1.2.3. identification of appropriate medical facilities and
associated medical staff for FDA trials,
1.2.4. relationship development with key medical experts in
human cancers including cancers of the mouth, cervix,
GI tract,
1.2.5. collection of relevant diagnostic equipment
requirements,
1.2.6. identification of critical research and development
to enable critical improvements and advances in
MTC/Bio diagnostic equipment products, and
1.2.7. critical diagnostic, ease-of-use, reliability,
safety, and other customer requirements and desires
for the MTC/Bio CD-Ratiometer.
1.3. The Consultant shall be engaged by (MTC/Bio) as a consultant
for the exchange of ideas only and under the terms of this
Agreement.
1.4. The Consultant shall not direct or conduct fund raising of any
kind for or on behalf of the Company. Such activity shall be
carried out solely and only by (MTC/Bio ) management or
designees
3
Upon request by the Company and in return for compensation detailed in Article
2, the Consultant shall keep MTC/Bio informed about applications, features, and
specifications in its area of expertise as they may broaden or change from time
to time as well as be available for assisting in FDA, quality, and product
control issues.
2. Compensation and expenses
2.1 As full and sole consideration for the one year term consulting
services to be provided by the Consultant to Mediscience Technology/BioSopix
Inc. under this agreements paragraph 1, MDSC/BioScopix Inc. herein grants to
Consultant, his heirs and assigns Six hundred thousand shares (600,000) of MDSC
common shares restricted and legend per SEC rule 144 representing $60,000
dollars value at 0.10 per share, reported value on May 18, 2007
2.2 The Company will reimburse Consultant for reasonable out of pocket
expenses submitted to Company as proposed expenses by consultant for
pre-approval
3. Competition
The Consultant represents to the Company that the Consultant does not have any
agreement to provide consulting services to any other party, firm, or company in
the biotechnology or medical industries on matters relating to the scope of this
consultancy, and will not enter into any such agreement during the term of this
Agreement.
4. Confidentiality
4.1. The parties may wish, from time to time, in connection with
work contemplated under this Agreement, to disclose
confidential information to each other ("Confidential
Information"). Each party will use reasonable efforts to
prevent the disclosure of any of the other party's
Confidential Information to third parties for a period of five
(5) years from receipt thereof.
4.2. The recipient may acquire information that pertains to the
discloser's processes, equipment, programs, developments,
inventions, discoveries, or plans that is both (i) disclosed
or made known by the disclosure to the recipient and (ii)
identified in writing as "proprietary" by the disclosure. The
recipient agrees not to disclose any Confidential Information
to third parties or to use any Confidential Information for
any purpose other than performance of the services
contemplated by this Agreement, without prior written consent
of the discloser.
4.3. Confidential Information subject to paragraph 4(b) does not
include information that (i) is or later becomes available to
the public through no breach of this Agreement by the
recipient; (ii) is obtained by the recipient from a third
party who had the legal right to disclose the information to
the recipient; (iii) is already in the possession of the
recipient on the date this Agreement becomes effective; (iv)
is independently developed by recipient; or (v) is required to
be disclosed by law, government regulation, or court order. In
addition, Confidential Information subject to paragraph 4(b)
4
does not include information generated by the Consultant
unless the information (i) is generated as a direct result of
the performance of consulting services under this Agreement.
4.4 Return of Materials: The Consultant agrees to promptly return,
following the termination of this Agreement or upon earlier
request by MTC/Bio, all drawings, tracings, and written
materials in the Consultant's possession and (i) supplied by
MTC/Bio in conjunction with the Consultant's consulting
services under this Agreement or (ii) generated by the
Consultant in the performance of consulting services under
this Agreement.
5. Intellectual Property
5.1. Title to any inventions and discoveries made solely by or
contributed to by Consultant resulting from the work performed
hereunder shall reside in the New York University Medical
Center. Inventorship shall be determined in accordance with
U.S. Patent law.
5.2. The New York University Medical Center agrees to pay for all
costs associated with the preparation, filing, prosecution,
and maintenance of US and international patents and patent
applications resulting from any inventions and discoveries
made solely by or contributed to by Consultant resulting from
the work performed hereunder.
5.2.1. In the case of patents and patent applications
resulting from the work performed hereunder, with all
costs of preparation, prosecution, and maintenance
paid by the New York University Medical Center, the
New York University Medical Center grants to MTC/Bio
an exclusive and irrevocable license, with ability to
sublicense.
5.2.1.1. The exclusive license shall be granted to MTC/Bio in
the MTC/Bio field of use.
5.2.1.2. The MTC/Bio field of use is medical diagnostic
methods and equipment based upon tissue
auto-fluorescence.
5.2.1.3. Such license shall be upon commercially reasonable
terms consistent with similar exclusive licenses of
the New York University Medical Center, with a
royalty rate of no more than 2.5% of the selling
price of the products or portions thereof claiming
the advantage of the patented invention(s).
5.3. In the case of inventions and discoveries made solely by or
contributed to by Consultant resulting from the work performed
hereunder, wherein the New York University Medical Center does
not wish to file for US and international patent rights,
MTC/Bio shall have the first right of refusal to prepare,
file, prosecute and maintain the resulting patent applications
and patents at its own expense, with all such applications and
patents assigned to MTC/Bio.
5.3.1. In the case of patents and patent applications
resulting from the work performed hereunder, with all
costs of preparation, prosecution, and maintenance
paid by MTC/Bio, MTC/Bio grants to the New York
University Medical Center a nonexclusive and
irrevocable license, with ability to sub-license.
5
5.3.1.1. Said non-exclusive license shall be granted to The
New York University Medical Center only for patented
subject matter outside of the MTC/Bio field of use.
5.3.1.2. The MTC/Bio field of use is medical diagnostic
methods and equipment based upon tissue
auto-fluorescence.
5.3.1.3. Such license shall be upon commercially reasonable
terms consistent with similar non-exclusive licenses
of MTC/Bio, with a royalty rate of no more than 2.5%
of the selling price of the products or portions
thereof claiming the advantage of the patented
invention(s).
6 Term and Termination
6.1. This Agreement shall be for a term of 12 months, renewable
upon reasonable terms and conditions as may be agreed upon by
MTC/Bio and the Consultant.
6.2 Termination of the Agreement under paragraph 6.1 above shall
not affect MTC/Bio obligation to pay for services previously
performed by the Consultant and acknowledged by MTC/Bio.
7 Miscellaneous
7.1. This Agreement shall inure to the benefit of and be binding
upon the respective heirs, executors, successors,
representatives, and assigns of the parties, as the case may
be.
7.2. The relationship created by this Agreement shall be that of
independent contractor, and the Consultant shall have no
authority to bind or act as agent for MTC/Bio or its employees
for any purpose.
7.3. MTC/Bio will not use the Consultant's name in any commercial
advertisement or similar material used to promote or sell
products, unless MTC/Bio obtains in advance the written
consent of the Consultant
7.4. This Agreement replaces all previous agreements and the
discussions relating to the subject matters hereof and
constitutes the entire and only agreement between MTC/Bio and
the Consultant with respect to the subject matters of this
Agreement. This Agreement may not be modified in any respect
by any verbal statement, representation, or agreement made by
any employee, officer, or representative of MTC/Bio, or by any
written documents unless it is signed by the CEO of MTC/Bio
and by the Consultant.
7.5. If any term or provision of this Agreement is deemed invalid,
contrary to, or prohibited under applicable laws or regulation
of any jurisdiction, this Agreement (save only this sentence)
shall be invalid.
7.6. The parties hereto agree to be bound by and under New York
State Law and to submit any and all disputes of whatsoever
kind to the American Arbitration association of New York City
IN WITNESS WHEREOF, the parties, intending to be bound, have executed this
Agreement effective May , 2007
By: s/s Xxxxxxxx Xxxxxxxx, Date May 18 , 2007
Xx. Xxxxxxxx Xxxxxxxx, professor of OBS/GYN
6
By :s/s Xxxxx Xxxxxxxxx, Date: May 18, 2007
Xxxxx Xxxxxxxxx Esq. Chairman/CEO Mediscience Technology/ BioScopix Corp
----------------------------------------------------
Exhibit A Xx. Xxxxxxxx Xxxxxxxx CV see XXXXX.XXX
Date of Birth: April 7, 1936
Place of Birth: Bronx, New York, USA
Education:
1955 A.A., University of California, Los Angeles
1958 B.A., University of California, Berkeley (Honors)
1961 M.D., University of California, School of Medicine San Francisco
(Honors)
0000 X.Xxxx., Xxxxxxxxxx xx Xxxxxx, Xxxxxx, Xxxxxxx
Postgraduate Training:
0000-00 Xxxxxx, Xxxx Xxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxx
0000-00 Resident, Obstetrics and Gynecology, UCLA Medical Center,
Los Angeles (X.X. Xxxxxx)
1966-67 Research Training Fellow, University of Washington, Seattle
(X. Xxxxxxxxx)
1967-68 Senior Endocrine Fellow, Department of Medicine, University of
Washington, Seattle (C.A. Xxxxxxx)
1968-70 Graduate studies, University of Oxford, Department of Human
Anatomy, Oxford, England (X.X. Xxxxxx)
Professional Experince:
1986 Director, Center for Research in Reproductive Biology, Yale
University
1984 Professor of Biology, Department of Biology, Yale University (Joint
appointment)
1982-83 Professor Invite, Department of Morphology, University of Geneva,
Faculty of Medicine
1978 Professor and Chairman, Department of Obstetrics and Gynecology,
Yale University School of Medicine
1975-78 Professor and Chairman, Department of Obstetrics and Gynecology,
XxXxxx University, Faculty of Medicine, Montreal
1975-78 Obstetrician and Gynecologist-in-Chief, Royal Victoria Hospital,
Montreal
1973-75 Associate Professor of Obstetrics and Gynecology, Harvard Medical
School
1972-73 Associate Professor of Obstetrics and Gynecology, University of
California, San Diego
7
1970-72 Assistant Professor of Obstetrics and Gynecology, University of
California, San Diego
1966-68 Research Associate and Assistant Chief, Gynecology Service, USPHS
Hospital, Seattle, Washington
Uniformed Service:
0000-00 Xxxxxx Xxxxxx Public Health Service
Selected Honors:
1958 Sigma Xi
1961 Alpha Omega Alpha
0000 X.X. Xxxx Xxxxx, Xxxxxx Xxxxxx Public Health Service Clinical
Society
1968-70 NIH Special Research Fellowship (NICHHD)
1971 Squibb Prize paper, American Fertility Society
1975 Fellowship, American College of Obstetricians and Gynecologists
1975 M.A. (Hon.), XxXxxx University, Montreal, Canada
1978 M.A. (Hon.), Yale University, New Haven, Conn.
1980 Fellow, Xxxxxxxx College, Yale University
1982-83 Xxxxxxx Senior International Fellow
1983 Xxxx Xxxxx Guggenheim Jr. Memorial Fellow
1985 Wyeth Lecturer, Canadian Fertility and Andrology Society
1985 Royal College of Physicians and Surgeons of Canada
Lecturer, University of Saskatchewan, Canada
1986 Royal College of Physicians and Surgeons of Canada
Lecturer, University of Western Ontario, Canada
1986 Fellowship, The American Gynecological and Obstetrical Society
1988 Lecturer, Frontiers of Reproductive Biology, Society for Study of
Reproduction
1988 Plenary Lecturer, First Congress of the International Society of
Gynaecological Endocrinology
1989 Keynote Speaker, 17th Annual New England Endocrine Conference
1991-92 President, Society for Gynecologic Investigation
1992-93 Berlex International Scholar
1997 Xxxxx Distinguished Lecturer, University of Nebraska Medical School
1997-98 President Elect, North American Menopause Society
1. Scientific Committee Chairman, North American Menopause
Society
2. Fellow ad eundem of the Royal College of Obstetricians and
Gynaecologists
8
3. "Xxxxxxxxx Xxxxxxxx Fellowship in Reproductive Biology" to
be awarded annually by XxXxxx University Faculty of
Medicine
1999 Visiting Professor, "Extraordinary Professor, Chair in Advances in
Medicine in Reproduction", Complutense University, Madrid, Spain
Licensure:
California
Connecticut
Specialty Board: Obstetrics and Gynecology (1972)
Societies:
o Alpha Omega Alpha
o Sigma Xi
o The Endocrine Society
o The Pacific Coast Fertility Society (Honarary Member)
o Canadian Andrology and Fertility Societies (Honorary Member)
o Society for Gynecologic Investigation
o International Society of Neuroendocrinology
o International Society of Psychoneuroendocrinology
o American Gynecological and Obstetrical Society
o International Society for Gynecological Endocrinology
o Society for Neuroscience
o North American Menopause Society
o International Menopause Society
o Israeli Fertility Society
Editorial Boards:
1998 Proceedings of the Society for Experimental Biology and Medicine
1997 Climacteric, Journal of the International Menopause Society
1996 Founding Editorial Advisory Board, African Journal of Reproductive
Health
1995 Founding Editorial Board, Early Pregnancy: Biology and Medicine
1993 Founding Editorial Board, Menopause
1993 Founding Associate Editor, Journal of the Society for Gynecologic
Investigation
1988-95 Biomedicine and Pharmacotherapy
1988-93 Resident and Staff Physician
1987 Gynecological Investigation
1987-91 Endocrine Reviews
1987 Video Journal of Obstetrics and Gynecology
1980-88 Drug Intelligence and Clinical Pharmacy (editorial panel)
1979-82 New England Journal of Medicine
1979-82 Journal of Steroid Biochemistry
1974-92 Psychoneuroendocrinology
9
