JOINT DEVELOPMENT AGREEMENT
EXHIBIT 10.1
This
Joint Development Agreement (“JDA”) is entered into as of March 19, 2008
(“Effective Date”) by and between Molnlycke Health Care AB, a
corporation incorporated under the laws of Sweden, with a principal place of
business in Gothenburg, Sweden (“MHC”) and Quick-Med Technologies, Inc.,
a Nevada corporation, having its principal office at 000 XX 0xx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as “QMT”).
WHEREAS
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QMT
is engaged inter alia in the development of technologies related to
medical health
care applications.
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MHC
is interested in incorporating QMT’s Quick-Med Technology into certain
***** products manufactured by MHC.
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QMT
is willing to grant to MHC licenses (the “Licenses”) to use
certain Know-how and Patent(s), which is the subject of ongoing
negotiations concerning a license agreement for
same.
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The
Parties wish to commence with the tasks and responsibilities described in
the so-called Joint Development Agreement (“JDA”), which is attached
hereto as Attachment – JDA1.
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NOW THEREFORE the
Parties hereto hereby agree as
follows.
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1. Performance of
JDA. The parties agree to perform in accordance with the terms
of the JDA, as set forth in Attachment – JDA1, commencing immediately, and MHC
agrees to pay the sums set forth in the JDA when they become due and owing as
provided in the JDA. For the purpose of clarity, the performance of
the JDA by both Parties is understood as being an integral part of an ongoing
cooperative project aimed at resulting in a commercially viable technology to be
incorporated in the certain MHC products under a global technology
license. However, by entering into this JDA, both Parties acknowledge
and understand that neither Party is obligated to enter into any other or
further Agreement between each other.
2. Term. This
JDA shall remain in force until 30 June 2008 or until the Parties sign a License
Agreement covering the Know-how and Patents that are the subject of this JDA,
whichever is first.
3. Results from
JDA. The information, data, results, reports, deliverables and
other outputs or outcomes from the performance of the JDA shall be jointly owned
by both Parties during the term of the JDA, and shall be considered Confidential
Information.
4. Confidentiality.
4.1. Unless
otherwise agreed in writing, the Parties specifically covenant and agree to hold
all Confidential Information, and any records and documents containing
Confidential Information, in the strictest confidence, and will not disclose,
divulge or reveal Confidential Information to any person or persons whomsoever
other than (a) to its employees as necessary and appropriate for the exclusive
purpose of enabling such employees to perform their ordinary, day-to-day duties
associated with performing QMT’s work for or directly related to MHC; or (b) as
specifically authorized by the non-disclosing Party in writing.
4.2. “Confidential
Information” as used herein means ideas, designs, records, plans, drawings,
intellectual property, products, product samples, processes, systems, documents,
writings, manuals, inventions, discoveries, formulae, prices, price lists,
practices, business plans, business methods, trade secrets, and
all other information designated by the Parties individually or jointly to be
“Confidential Information” (in writing, orally, or otherwise), with the sole
exception of information available to the general public, without
restriction.
*****
This material has been omitted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange
Commission.
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5. Cooperation. If
applicable, QMT shall provide reasonable cooperation with MHC in preparing and
filing any patent applications on the MHC Technology.
6. Independent
Contractors. When performing under this JDA, QMT and MHC shall
act at all times as independent parties. Nothing contained herein
shall be construed or applied so as to create the relationship of principal and
agent or of employer and employee between QMT and MHC. Neither party
shall make any commitment or incur any charge or expense in the name of the
other party.
7. Controlling
Law. The validity and interpretation of this JDA shall be
governed by and construed in accordance with the laws of New York state, USA,
without reference to the choice of law or conflicts principles of such state
which might be otherwise applicable.
8. Notices. All
notices, reports and receipts shall be in writing and shall be deemed duly given
on (i) the date of personal or courier delivery; (ii) the date of transmission
by facsimile or other electronic transmission service, provided a confirmation
copy if also sent no later than the next business day by postage paid, return
receipt requested first-class mail; or (iii) three (3) business days after the
date of deposit in the United States mails, by postage paid, return receipt
requested first-class mail, addressed as follows:
If to MHC:
BENGT NETSNER
_______________________________
MÖLNLYCKE HEALTH CARE AB
_______________________________
_BOX 130 80 SE – 402
52__________
SE – 402
52____________ ________
_GÖTEBORG SWEDEN___________:
With copy to:
Xxxxxx X.
Xxxxxxxx, Esq.
Senior Vice President of Legal,
Regulatory, and Quality Affairs
Xxx Xxxxxxx Xxxxxx
Xxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxxxxx XX0
0XX
XX
Facsimile: x00 (0) 0000 000
000
If
to Quick-Med
Technologies, Inc.
__QUICK-MED TECHNOLOGIES,
INC._
___902 N.W. FOURTH
STREET________
___XXXXXXXXXXX, XX 00000 X.X.X.
____
____Attn: XX. XXXXX XXXXXXXX,
V.P._:
With copy
to:
Xxx X.
Xxxxxx
Chief Financial Officer
Quick-Med Technologies,
Inc.
0000 X. Xxxxx Xxx., Xxxxx
000
Xxxx Xxxxx, Xxxxxxx 00000
U.S.A.
Facsimile: x0 000 000 0000
Either
party may change its mailing address by written notice to the other party in
accordance with this Section 10.
***** This material has been
omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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9. Severability. Whenever
possible, each provision of this JDA shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this JDA
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
JDA.
10. Captions or
Headings. The captions and/or headings in this JDA are for
convenience only, and are not to be construed as part of the JDA and shall not
limit, characterize or in any way affect the interpretation of this
JDA. If any conflict exists between the headings and the contents of
a provision, the contents shall prevail.
11. Counterparts. This
JDA may be executed in counterparts, including by means of facsimiled signature
pages, any one of which need not contain the signature of more than one party,
each of which shall be deemed an original, but all of which together shall
constitute the entire JDA.
12. Waiver. The
failure or delay of either party to insist upon the other party’s strict
performance of the provisions in this JDA or to exercise in any respect any
right, power, privilege, or remedy provided for under this JDA shall not operate
as a waiver or relinquishment thereof, nor shall any single or partial exercise
of any right, power, privilege or remedy preclude other or further exercise
thereof, or the exercise of any other right, power, privilege, or remedy;
provided, however, that the obligations and duties of either party with respect
to the performance of any term or condition in this JDA shall continue in full
force and effect.
13. Assignment. The
rights and obligations under this JDA shall accrue to be binding upon the
assigns and successors to the business of the respective parties; provided,
however that neither party may assign this JDA or any right or duty hereunder
without the express written consent of the other party to this JDA which consent
shall not be unreasonably withheld. Notwithstanding the foregoing,
MHC may assign this JDA to an affiliate without QMT’s consent.
14. Entire
Agreement. This JDA constitutes the entire agreement and
understanding between the parties regarding the subject matter hereof, and
supersedes all prior discussions and agreements between them relating
thereto. No waiver, modification or amendment to this JDA shall be
valid unless in writing, signed by authorized representatives of the parties
hereto.
IN WITNESS WHEREOF, the parties have
caused this JDA to be executed by their duly authorized officers as of the date
first above written.
MOLNLYCKE
HEALTH CARE AB
By:/s/ Xxxxx
Xxxxxx
Its:
Xxxxx Xxxxxx,
International Product Director
Date:
_March 19,
2008_____________________
QUICK-MED
TECHNOLOGIES, INC.
By:/s/ J. Xxxx
Xxxxxx
Its:
J. Xxxx Xxxxxx, Chief
Executive Officer
Date:
April
4, 2008______________________
***** This material has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.
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ATTACHMENT –
JDA1
*****
*****
This material has been omitted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange
Commission.
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