Exhibit 10.1
AGREEMENT
By and between Stem Cell Preservation Technologies, Inc. ("SCPT") and CRYO-
CELL International, Inc. ("CCEL").
Whereas, CCEL is in the business of processing and storage of stem cells
for preservation; and
Whereas, SCPT is desirous of marketing the preservation of stem cells for
tomorrow's technology for mutual consideration between the parties and the
payment of $10.00 (Ten Dollars) cash in hand, which is hereby acknowledged, it
is agreed:
1. SCPT will expend all necessary marketing costs for developing storage
clientele, except for newborn babies, at no cost to CRYO-CELL. (Except if a
contract for preserving a newborn's U-Cord(TM) stem cells is obtained by SCPT at
the full CRYO-CELL charge of $275, SCPT will receive a $25 commission.)
2. CCEL agrees to process and storage all of SCPT's clients' stem cells
as follows:
a. SCPT will pay CCEL 1/3 (one-third) of the annual storage fee.
(Does not include any portion of the back up storage fees, e.g.,
of the proposed $75 annual storage fee, CCEL will receive $25.
b. If SCPT raises its prices for new specimen storage, CCEL will
receive 1/3 (one-third) of the price increased in an option to
storage fee that is in effect.
3. Since the initial processing fee has not yet been determined, the
parties mutually agree that CCEL will compute its actual cost per specimen and
add 10% for overhead in the lab. Thereafter, the two companies will divide the
profits equally. This agreement does not change any percentage entitlement CCEL
would receive as a result of their equity position in SCPT.
In the event the agreement is not extended by CCEL or its successor, SCPT
will own the rights of all the annual fees from the clients it sent to CCEL for
storage.
Dated this 28/th/ day of September, 2001.
CRYO-CELL International, Inc. Stem Cell Preservation Technologies, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxxx, Chief Executive
Officer
ATTACHMENT
RESPONSIBILITIES OF THE PARTIES
1. SCPT will be responsible for all marketing and advertising expenses to
generate storage clients with no cost to CCEL. The only exception to this
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covenant is if the parties mutually agree to run a joint stem cell ad or
marketing program reaching both expectant parents for U-Cord(TM) preservation
and SCPT is directing its advertising for adult/family preservation clients. The
clients can divide the cost proportionate to the space or percentages of the
program for their benefit.
2. SCPT or its clients will pay for all transportation costs for getting the
specimens to CCEL.
3. CCEL will be responsible for cost of maintaining insurance and cost of
operation of the storage systems which are storing the SCPT's clients'
specimens.
4. CCEL will be responsible for all lab techs, lab director, supplies (which
they will include in CCEL's overhead) and hold SCPT harmless and indemnify them
against any and all claims or actions resulting from the processing and storage.
5. SCPT holds CCEL harmless and indemnifies them from any actions or claims
which arise from the sale and marketing of SCPT's program, including any from
transportation until they are received at CCEL or that occurred as a result of
shipping delays.
6. The parties agree that if CCEL is sold or merged into any company, this
contract must be included and accepted as a part of any agreement entered into
between CCEL and a third party.
7. This agreement is valid for 10 years and will be extended for like year
periods with mutual consent between the parties.
Dated this 28/th/ day of September, 2001.
CRYO-CELL International, Inc. Stem Cell Preservation Technologies, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxxx, Chief Executive
Officer
ADDENDUM TO CCEL/SCPT CONTRACT
These additions to the contract dated September 28, 2001 shall be deemed to
be a part of that contract.
1. CCEL grants unlimited rights to Stem Cell Preservation Technologies,
Inc. and or any of its licensees for the use of the following CCEL
reserved names on the Internet including: stemcellpreservation,
stemcellexpansion, stemcellmedicine, stemcellregistry and all other
CCEL reserved names on Web site.
2. CCEL agrees never to move SCPT's clients' stored specimens without the
written consent of SCPT. SCPT agrees that CCEL can open new storage
facilities and store SCPT's clients specimens in any CCEL storage
site, so long as specimens are not moved from one site to another.
3. CCEL warrants it has the expertise to process and cryopreserve all of
SCPT's clients' specimens in a cryogenic environment.
4. CRYO-CELL agrees that they will store every specimen from SCPT clients
whose processing, storage, testing and annual fees are received by
CCEL.
5. SCPT agrees to pay CCEL all agreed to annual fees on a timely basis as
they receive them from their clients. SCPT is responsible for paying
CCEL even if they do not receive payment from SCPT clients. In this
event, SCPT will own the specimen pursuant to their client's contract.
If CCEL does not receive a payment from SCPT or their client, CCEL
will own the specimen.
6. SCPT agrees that the fees cited in the original contract did not
include processing, testing, collection and collection kit fees. These
will be paid by SCPT clients and will be determined by computing
actual cost of labor and materials plus 10% for contribution to
overhead. Once this figure has been determined, SCPT will advertise
this price as its initial fees in its advertising materials. SCPT is
responsible for payments of all specimens processed and stored by
CCEL. Failure to do so provides CCEL the right to ownership of the
specimen pursuant to the terms as set forth in paragraph 5 above.
Dated this 23/rd/ day of October 2001.
CRYO-CELL International, Inc. Stem Cell Preservation Technologies, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxxx, Chief Executive
Officer
