Exhibit 10.3
AGREEMENT
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THIS AGREEMENT (the "Agreement") is effective as of the 1st day of August, 2004
by and between consultant Xxxx Xxxxxx ("JM" or "Consultant"), with his principal
address at 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxx 00000 and Mediscience
Technology Corp. ("MDSC" or "Company") with its principal address at 0000
Xxxxxxxxx Xxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000. (Collectively the "Parties")
WITNESSETH:
WHEREAS, JM provides a wide spectrum of management consulting and ancillary
services on behalf of MDSC in the biopharmaceutical, medical devise and
healthcare industry with particular expertise in corporate, financial and
PRESENT project management at CUNY; and;
WHEREAS, MDSC is a medical device R&D company with an expressed interest in
retaining the services of JM.
NOW, THEREFORE, in consideration of the foregoing premises and the terms and
conditions set forth below, the adequacy of which is acknowledged by the
parties, the parties hereby agree as follows:
DEFINITIONS AS USED HEREIN:
"Extension" shall mean that period following the end of the initial Term.
"Products" shall mean those products that are owned by or in any way embody the
Technology or Intellectual Property Rights of MDSC
"Services" shall mean those services JM shall perform under the
direction/supervision of Xxxxxxx Xxxxxxxxx President COO of Mediscience
Technology hereunder during the Term. relating to the successful accomplishment
of the following: Exhibit A
Exhibit A
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MEDICAL PROJECT MANAGEMENT GUIDE FOR CD-RATIOMETER
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1. May Initiate and Evaluate Design of CD GYN Ratiometer
o Review CD ratiometer layout and optical-mechanical drawings.
o Determine physician requirements for GYN data collection.
o Finalize selection of optical probe for use in cervical cancer testing
device
o Determine electronic control board and interface for physician work
station.
o Design a study protocol for cervical cancer detection
2. June Final Designs and FDA Approach
o Work with management in o FDA approach
o Clinical development planning o Attend pre-IDE meeting
o Identify and qualify potential study sites for clinical trials
o Interface with front end software interface team.
o Work with design trifurcated optical fiber probe, and disposable
ferrule for fiber probe.
o Develop calibration standards and test procedures for CD Ratiometer
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3. July Operational Manual, IDE and Approach for CD GYN Ratiometer
o Continued work in developing user-friendly software.
o Work with management to create the operational manual
o Work with management to create approach to physicians - adoption
equation
o Work with management in preparing IDE
o Attend FDA IDE meeting o Secure IRB's for
4. Aug. - Sept. - Oct. Test prototype CD GYN Ratiometer for Clinical Testing
and 510 (k) Development and Submission
o Test operation of prototype unit.
o Test operation of physician interface.
o Test CD-Ratiometer on ex vivo tissue specimens.
o Train Mediphotonics and medical personnel.
o Complete operational guide
o Quality control clinical sites
"Technology" shall mean all present and future patented, proprietary technology
and intellectual know-how, and shop knowledge relating to products for the
screening, diagnosis, and treatment of patients with tumor types (e.g.,
including, but not limited to colon, lung, cervix, pancreas, prostate,
esophageal, oral and breast).
"Term" shall mean an initial minimum period of 13 Months and the extension of
the minimum period as described under the section "The Term" below commencing on
the date hereof.
"Territory" shall mean CUNY, RELATED LOCATIONS AND the world.
1 Services. JM shall provide such strategic, management, and financial services
to MDSC as may be mutually agreed, which can include advising and assisting MDSC
in developing budgets, business and operating plans, staffing requirements,
clinical protocols, relationships with clinical test sites and contract research
organization, regulatory process, analysis of competing technologies and
potential technology, acquisitions, marketing strategies, strategic alliances,
including the negotiation process, with potential Licensees, Assignees and
Transferees and other strategic transactions; present MDSC's technology/products
to venture groups, individual investors, investment bankers, VCs and others, as
required. Unless mutually agreed to otherwise, JM will be dedicated to
fulfilling these responsibilities on a full-time basis
2 The Term: The initial Term to be effective on August 1, 2004 and conclude on
September 31, 2005 unless otherwise extended by Board of Director approval. upon
review of JM performance hereunder. and recommendation by COO Xxxxxxx Xxxxxxxxx.
3 Compensation. In full and complete consideration of the Services by JM, MDSC
agrees to pay JM a monthly fee (executed on the 15th day of each month) of
$4,166 effective August 1, 2004 subject to a good faith re-appraisal upon
1. a successful next round financing and
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2. the accomplishment of the CUNY project EXHIBIT A
Additionally, MDSC herein grants JM a n option, effective August1, 2004, to
purchase three hundred thousand (300,000) shares of MDSC restricted per SEC rule
144 common stock at one dollar fifty cents($.1.50) per share.
4. Expenses. MDSC shall reimburse JM, when billed, for any out-of pocket
expenses that JM might incur in the performance of services hereunder.
5. Indemnification. MDSC agrees to indemnify and hold harmless JM from
and against any claims, liabilities, judgements, penalties and costs
incurred as a party to any litigation or other proceeding, which may
arise relating to or as a result of this Agreement.
5. Independent Contractor. Each party is an independent contractor of the
other and shall not be deemed to be an employee, partner, agent or
joint venturer of the other for any purpose.
4 Taxes: It is understood that payments to for services rendered will be made in
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full at the rate agreed, without any deductions for taxes of any kind
whatsoever, this being in conformity with your non-employee status. It is
understood that any taxes that may be due and payable as a result of payments
herein specified by MDSC to you will be entirely your responsibility. It is
understood that, as part of this Agreement, you undertake to pay all taxes to
which you may be liable on such payments when due.
5 Patent Rights/ Intellectual property: You will promptly disclose to MDSC any
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invention arising from your work under this agreement. MDSC will be the
exclusive owner of any such invention and you will execute such documents and
take such appropriate action (at MDC's expense) as may be necessary or
appropriate to establish such ownership and to Assist MDC in obtaining patents
thereon in the United States and/or foreign countries
6 Publication: You must obtain MDSC's prior approval for any publication
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relating to your work under this Agreement, or to information disclosed to you
by MDSC in connection with this Agreement, both as to the content and time of
publication.
7 Confidentiality: You will not use, other than in the course of your
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consultatntship or disclose to third parties, any confidential information of
MDSC which is furnished or acquired by you in the course of work under this
Agreement. All reports, documents and any other materials or data loaned to you
for purposes of performing your work are the property of MDSC, and must be
retuned at the earlier of the expiration of this Agreement or upon MDSC's
request.
8 Modification: No term or provision of this Agreement may be changed or
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modified except in writing signed by both parties. Oral changes or modifications
will not be binding,
10 Termination. The parties agree that this Agreement may be terminated by
Mediscience Technology at its sole discretion subject to 30 days written notice
to JM to his principal address at 000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxx
00000
11 Miscellaneous.
1. This Agreement shall be governed and construed in accordance with the
laws of the State of New York and the parties hereto agree to submit
any dispute whatsoever to the New York City office of the American
Arbitration association for full, final and bind9ing resolution any
dispute hereunder.
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2. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
3. This Agreement constitutes the entire agreement between the parties,
and supersedes all prior oral and written proposals or agreements.
4. Any provision of this Agreement which is held to be void or
unenforceable shall be deemed severable from the remainder of the
Agreement and shall not affect, in any manner, the validity or the
enforceability of the other provisions hereof.
5. This Agreement can not be assigned by a party without the written
consent of the other party.
6. A failure of either party to assert any rights under this Agreement
shall not constitute a waiver of such rights, at that time or in the
future.
7. This Agreement may be amended, supplemented, or modified only by a
writing signed by both parties.
8. The individuals signing on behalf of their respective companies
represent that they are duly authorized to do so.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
This agreement is entered into pursuant to Board of Director authority wherein
Xxxx Xxxxxx recused as a present member
Mediscience Technology Corp. Xxxx Xxxxxx
By: /s/Xxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxx
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Xxxxx Xxxxxxxxx Chairman/CEO Xxxx Xxxxxx
Date: August 1, 2004 Date: August 1, 2004
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