EXHIBIT 10.13
FORM OF
STOCK ASSIGNMENT AND AGREEMENT
1.0 INTRODUCTION
This stock assignment and agreement is made on 14 Jul 2006 by and between Teeka
Tan Inc. ("TEEKA TAN"), represented by Xxxxx X. Xxxx, President, and having
offices at 0000 X. Xxxxxxx Xxx, Xxxxx X, Xxxx Xxxxx, XX 00000, NS SHARK DEFENSE,
represented by XXXX X. XXXXXX, Principal Investigator, XX Xxx 0000, Xxx Xxxxx,
XX 00000.
This agreement establishes an exchange of shares of TEEKA TAN stock with
"piggyback" registration rights for scientific and intellectual property
services related to the development of a shark-repellent sunscreen formulation,
herein defined as "Phase 2".
2.0 DESCRIPTION OF PHASE 2 ACTIVITIES
"Phase 2" describes a period if continued research, development, testing, and
collaboration between TEEKA TAN and Shark Defense LLC. Phase 2 is subsequent to
the "Phase 1" activities as described in the previous "Research Agreement"
executed by and between TEEKA TAN and SHARKDEFENSE on 02MAY2006.
2.1 SCOPE
The scope of Phase 2 is limited to the following activities:
1. The preparation and filing of a US Provisional Patent Application for a
shark repellent-sunscreen formulation in the name of Teeka Tan
Products, Inc;
2. Implementation of a rigorous experimental design to evaluate the
formulation using lemon sharks;
3. Modification and improvement of the experimental design to represent
"real-world" conditions;
4. Preparation of a detailed summary report for the experiment, including
statistical analyses and a conclusion;
5. Improvement of the sunscreen formulation for optimal dispersion, SPF
retention, and safety; and,
6. Technical support.
The Bimini Biological Field Station is not a party to this research agreement
and is excluded from the scope of this agreement.
The Oak Ridge Shark Laboratory is not a party to this research agreement and is
excluded from the scope of this agreement.
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STOCK ASSIGNMENT AND AGREEMENT
Members of the "research team" who are not described by name in this agreement
are not a party to this research agreement and are excluded from the scope of
this agreement.
2.2 PROJECT RESPONSIBILITIES
TEEKA TAN is responsible for the following activities:
1. Supplying SHARKDEFENSE with personal sunscreen formulations as
required; and,
2. Allocation of shares of TKAT stock to SHARK DEFENSE and to include such
shares in Xxxxx Xxx'x upcoming Registration.
SHARKDEFENSE IS responsible for the following activities:
1. Executing and improving the experimental design;
2. Adding semiochemical shark repellents to XXXXX XXX'X sunscreen
formulations;
3. Assigning an unbiased and qualified research team to conduct the
experiment;
4. Managing the research team;
5. Ensuring the safety of the research team conducting the experiment;
6. Securing the test location(s);
7. Ensuring that sharks are handled and tested humanely and safely;
8. Contracting sunscreen formulation experts to improve the efficacy of
the cosmetic vehicle;
9. Preparing and filing one or more US Provisional Patent Applications;
10. Reporting results to TEEKA TAN;
11. Preparing a summary report at the conclusion of the study; and,
12. Providing technical support to TEEKA TAN as required.
The research team will primarily work with lemon sharks (N. brevirostris), an
aggressive species. Attempts will be made to include blacktip sharks (C.
limbatus), bull sharks (C. leucas), and great hammerhead sharks (S. mokarran),
as availability permits.
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STOCK ASSIGNMENT AND AGREEMENT
2.3 STOCK CONSIDERATION
In consideration for the activities outlined in the Project Responsibilities
section of this agreement, TEEKA TAN will provide the following TKAT stock:
RECIPIENT QUANTITY OF REGISTERED TKAT SHARES
--------- ----------------------------------
Shark Defense 500,000 Shares
The aforementioned will sell their shares for the purposes of satisfying Phase 2
project costs, particularly for equipment, travel, stipends, and external
consultants and to file the provisional patent.
2.4 RESULTS OF RESEARCH
SHARKDEFENSE will provide TEEKA TAN will the results of all research conducted
during Phase 2.
2.5 PRESS AND MEDIA EXPOSURE
During the duration of this research project, announcements to the press,
newspapers, film crews, documentary teams, magazines, online publications,
scientific journals, or other communication media about this research project
will not occur unless SHARKDEFENSE and TEEKA TAN mutually agree to do so.
3.0 TERMS OF ENGAGEMENT
Following the execution of this agreement, TEEKA TAN agrees to provide the stock
specified in the Stock Consideration section of this agreement within 30 days to
Shark Defense.
4.0 REVISIONS AND CHANGES
This research agreement may not be amended, changed, or otherwise modified
without the mutual agreement of XXXX X. XXXXXX and TEEKA TAN.
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STOCK ASSIGNMENT AND AGREEMENT
5.0 ACCEPTANCE
If the aforementioned research agreement is acceptable, please indicate
acceptance by signing, dating, and printing your name below:
Agreed,
XXXXX TAN INC.:
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Signature Date
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Print name and title
SHARK DEFENSE:
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Signature Date
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Print name and title
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