RESEARCH CONTRACT THIS RESEARCH CONTRACT ("Agreement") is made as of the 10th day of April 2006,
THIS
RESEARCH CONTRACT ("Agreement")
is made as of the 10th
day of
April 2006,
| BETWEEN: |
S2
BioSciences Inc.,
a
company duly incorporated under the laws of the Province of Quebec,
Canada, having a place of business at 000 Xxxxxx-Xxxxxx Xxxxxxxxx,
Xxxxx
000, Xxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, herein acting and represented
by
its duly authorized Director, Xx. Xxxxx X. Xxxxxxx (hereinafter referred
to as "S2")
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|
| AND: |
GEN-ID
LAB SERVICES INC.,
a
company duly incorporated in the United States of America, having
a place
of business at 0000 X. Xxxxxxxx Xxxxxx, Xxxxx X000, Xxxxxx, Xxxxxxxxxx,
XXX, 00000, herein acting and represented by its duly authorized
President, Xx. Xxxxxx X. Xxxxx (hereinafter referred to as
"GEN-ID")
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WHEREAS
GEN-ID
is
conducting research and development into novel single nucleotide polymorphisms
(SNPs) technology and is now entering the field of virology and is particularly
focusing on avian/human influenza virus;
WHEREAS
GEN-ID
is seeking a research organization with expertise in virology and communicable
diseases to provide it with laboratory research and technical assistance in
its
new endeavour in the disease area of avian/human influenza (hereinafter referred
to as the "Business");
WHEREAS
S2
operates a biotechnology laboratory and has personnel with expertise in virology
and communicable diseases;
WHEREAS
GEN-ID
desires to engage S2 to provide it with laboratory research and technical
assistance in the area of the Business;
NOW
THEREFORE
in
consideration of the mutual covenants and agreements herein contained, and
subject to the terms and provisions hereinafter set out, the parties hereto
agree as follows:
SECTION
1
SERVICES
TO BE PROVIDED
Subject
to the provisions hereinafter contained, S2 shall provide to GEN-ID R&D
services related to the Business as follows:
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1.1
|
Testing
of biological samples (from bird and/or human origin) for the presence
of
the bird flu virus (H5N1), using S2’s proprietary H5N1 amplification
probes and modified PCR reactions to amplify several regions of the
H5N1
genome thereby providing positive proof for the presence or absence
of the
virus.
|
1
|
1.2
|
Cloning
of the entire H5N1 influenza virus genome (all three RNA segments)
and
using the clones and/or selected regions thereof to develop new human
vaccine candidates.
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1.3
|
Conducting
research in the area of antiviral compounds to identify molecules
to treat
human infections with the avian flu virus or a mutant version thereof
as a
rapid line of defence in the event that a vaccine is not ready or
cannot
be manufactured quickly enough for combating an outbreak of the
disease.
|
The
exact
laboratory work to be performed by S2 for GEN-ID under the terms of this
Agreement shall be specified in details in a statement of work and deliverables
which GEN-ID shall forward to S2 not later than May 30, 2006.
SECTION
2
TERMS
AND CONDITIONS OF THE SERVICES
COST
& PAYMENTS: In consideration for the services to be provided by S2 to GEN-ID
under Section 1 above, whether completed or not, GEN-ID shall pay S2 a total
of
$150,000.00 US by forwarding a bank draft or certified check in the amount
of
$50,000.00 US to be received by S2 on or before April 20, 2006 and by forwarding
a second bank draft or certified check in the amount of $100,000.00 US to be
received by S2 on or before April 30, 2006.
DURATION:
This Agreement shall be in force for a period of one (1) year from the date
first above written.
TERMINATION:
This Agreement is not subject to early termination by either party.
SECTION
3
KEY
PERSON RESPONSIBILITY
The
operational business contact on behalf of S2 shall be Xx. Xxxxx X. Xxxxxxx
and
on behalf of GEN-ID, Xx. Xxxxxx X. Xxxxx.
SECTION
4
CONFIDENTIALITY
S2
acknowledges that all trade secrets, confidential operations, processes,
dealings, inventions, improvements, and any data, knowledge or information
concerning the organization, finances, transactions or affairs of the Business
held by S2 in a fiduciary capacity are confidential and solely for the benefit
of GEN-ID. S2 shall not disclose to third parties any such confidential
information except (i) as authorized in writing by GEN-ID, (ii) if disclosure
or
information is required by a public authority or (iii) if disclosure or such
information is necessary to prevent imminent danger to the public. Information
received from GEN-ID shall not be deemed confidential information, and S2 will
have no obligation with respect to such information which (a) as of the
effective date of this Agreement is part of the public domain, (b) subsequently
becomes part of the public domain through no fault of S2, (c) which S2 can
show
was in its possession, as evidenced by written records
kept in the ordinary course of business or by the proof of actual use at the
time of executing this Agreement, (d) is subsequently disclosed to S2 by a
third
party not in violation of any right of, or obligation to, GEN-ID. This covenant
shall remain in force after termination of this Agreement without limit in
point
or in time but shall cease to apply to information or knowledge which may come
into public domain.
2
SECTION
5
OWNERSHIP
AND COMMERCIAL USE OF INTELLECTUAL PROPERTY
|
5.1
|
S2
hereby acknowledges and agrees that GEN-ID has title to and ownership
in
the technologies of the Business as well as any goodwill attaching
thereto
and S2 shall not take any action which might invalidate or otherwise
impair any rights of GEN-ID in or to the technologies of the Business
or
create any rights adverse to those of GEN-ID
therein.
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5.2
|
No
right, title or interest in and to the technologies of the Business
is
transferred or assigned to S2 pursuant to the terms of this
Agreement.
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5.3
|
S2
shall, at any time when so requested by GEN-ID, and at GEN-ID’s expense,
execute such documents or applications as may be requested by GEN-ID
in
order to confirm GEN-ID’s ownership of, and title to, or rights and
interest in and to the technologies of the Business as well as any
goodwill attaching thereto or to maintain the validity of any trademark,
patent design or other right of GEN-ID in respect of the technologies
of
the Business or to obtain or maintain registrations
thereof.
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5.4
|
If
at any time during the term of this Agreement S2 makes any improvement,
change or modification to the technologies of the Business or any
improvement, change or modification in the mode of using the technologies
of the Business (and whether or not such improvement, change or
modification has been consented to, or sanctioned by, GEN-ID) it
shall
immediately disclose such improvement, change or modification to
GEN-ID
and S2 hereby agrees that the technologies as improved, changed or
modified are the sole and exclusive property of
GEN-ID.
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SECTION
6
EXPENSES
In
the
event that disbursement expenses are required, S2 shall request in writing
the
purposes of such expenses and estimated costs, and such request shall be
approved in writing by an authorized officer of GEN-ID. In general, disbursement
expenses will only be reimbursed in accordance with GEN-ID’s expense policy for
reimbursement of expenses, for any and all expenses actually and properly
incurred by S2 in connection with the discharge of its duties during the term
of
this Agreement and for all such expenses S2 shall submit an itemized expense
account and other documents to GEN-ID as may be requested.
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SECTION
7
INTERPRETATION
|
7.1
|
DEFINITIONS:
When used herein, unless the content otherwise requires, the words
and
phrases with initial capital shall have the meanings as set forth
within
this Agreement.
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7.2
|
SECTIONS
AND HEADINGS: The division of this Agreement into sections and subsections
and the insertion of headings are for convenience of reference only
and
shall not affect the construction or interpretation
hereof.
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7.3
|
EXTENDED
MEANINGS: Words importing the singular number include the plural
and
vice-versa; words importing the masculine gender include the feminine
and
neuter genders.
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SECTION
8
ENTIRE
AGREEMENT
|
8.1
|
The
parties hereto hereby agree that the Preamble to this Agreement is
an
integral part of this agreement.
|
|
8.2
|
This
Agreement constitutes the entire agreement between the parties and
supersedes all prior correspondence, discussions, outlines of terms
and
agreements between the parties.
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8.3
|
The
present agreement binds and is for the benefit of the present parties
as
well as their successors, heirs, administrators, and other respective
legal representatives.
|
SECTION
9
ASSIGNABILITY
This
Agreement shall not be assigned by either party.
SECTION
10
LIABILITY
GEN-ID
hereby acknowledges that S2’s services to GEN-ID are supplied only as
recommendations and any action taken by GEN-ID thereon and any outcome thereof
are entirely the responsibility of GEN-ID. Further, GEN-ID hereby undertakes
to
release, indemnify and forever hold S2 harmless in respect of any and all,
direct or indirect claims, matters or obligations related to or arising in
connection with the present Agreement. This Section 10 of this Agreement shall
survive any termination and shall continue to be in effect
indefinitely.
4
SECTION
11
OTHER
PROVISIONS
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11.1
|
|
11.2
|
If
any covenant or provision herein is determined to be void or unenforceable
in whole or in part, it shall be deemed not to affect or impair the
validity of any other covenant or provision in this agreement and
each
covenant and provision is hereby declared to be separate and
distinct.
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11.3
|
This
Agreement may be executed in counterpart, in such a case each counterpart
shall be considered as an original.
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11.4
|
The
parties acknowledge that they have agreed that this Agreement be
drafted
in English. Les parties reconnaissent avoir convenu que le présent contrat
de R&D soit rédigé en anglais.
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IN
WITNESS WHEREOF
S2 has
hereunto affixed its company seal, duly attested to by the hands of its proper
signing officers authorized in that behalf, and GEN-ID has hereunto affixed
its
company seal, duly attested to by the hands of its proper signing officers
authorized in that behalf, both as of the day, month and year first above
written.
S2
BioSciences Inc.
Per:________________________________________
Xx.
Xxxxx
X. Xxxxxxx, Director
GEN-ID
LAB SERVICES INC.
Per:________________________________________
Xx.
Xxxxxx X. Xxxxx, President
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