DNAPRINT/OSKAREP PRIVATE PLACEMENT AGREEMENT
This Private Placement Agreement (this "Agreement") is made and entered into as
of January ____, 2002 (the "Effective Date") by and between DNAprint genomics, a
Utah corporation, (hereinafter "DNAPRINT") and Xxxx Oskarep (hereinafter
"PARTY").
Recitals
DNAPRINT is the inventor of certain intellectual property (software algorithms
for developing genetic tests) and desires to file patent covering these
properties.
PARTY is a lawyer who drafts, prosecutes and maintains such patent applications.
NOW, THEREFORE, in consideration of these premises, as well as the obligations
herein made and undertaken, the parties hereto do hereby agree as follows:
1. COMPENSATION
Provision. PARTY is willing to accept DNAPRINT stock as compensation for his services.
1.1 Designation. For the Correspondence/Linear+Quadratic method for
modeling genetic features, and the Classification Tree Methods
patents (PATENTS), PARTY will designate invoices to be paid under
the terms of this agreement. At the discretion of PARTY, PARTY
may from time to time designate other invoices to be paid under
the terms of this agreement.
1.2 Payment. Subject to the terms and conditions of this agreement,
and upon receipt of an invoice designated by PARTY as subject to
the terms of this agreement, DNAPRINT agrees to pay such invoice
by issuing DNAPRINT stock.
1.3 Terms. The number of shares DNAPRINT will issue to pay the
invoice will be determined by using an average share price for
the 14 business day preceding (look-back) share price. The shares
will be restricted 1-year from the date of issue.
1.4 Transfer. DNAPRINT will physically transfer shares to PARTY
through regular mail service.
2. CONTINUATION, TERM and TERMINATION.
2.1 Services. The agreement specifically covers PATENTS but will
extend indefinitely until terminated. During the term of this
agreement, PARTY has the right to designate those invoices,
whether for the PATENTS or subsequent patents, for which he is
willing to accept stock as payment. Subsequent to the filing and
compensation for the PATENTS, PARTY or DNAPRINT can terminate the
agreement at any time. If DNAPRINT terminates the agreement, all
future invoices will be payable in cash consistent with standard
payment terms of PARTY.
3. RESTRICTIONS
3.1 Amendments. DNAPRINT and GENOMED may sign subsequent amendments
to this Agreement.
4. ASSURANCES
4.1 Prospectus. PARTY confirms that he has read DNAPRINT's private
placement memorandum, and the company's most recent annual report
available from DNAPRINT or through the internet
(XXX.XXXXXXXXX.XXX).
7. Mediation and Arbitration
7.1 Mediation and arbitration approach. The parties agree to select a
mutually agreeable, neutral third party to help them mediate any
dispute that arises under the terms of this Agreement. Costs and
fees associated with the mediation will be shared equally by the
parties.
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7.2 Arbitration. If the mediation is unsuccessful, the parties agree
that the dispute will be decided by binding arbitration under the
rules of the American Arbitration Association. The decision of
the arbitrators will be final and binding on the parties and may
be entered and enforced in any court of competent jurisdiction by
either party. The prevailing party in the arbitration proceedings
will be awarded reasonable attorney fees, expert witness costs
and expenses, and all other reasonable costs and expenses
incurred in connection with the proceedings, unless the
arbitrators for good cause determine otherwise.
8. General
8.1 Notices. Any notice required or permitted hereunder must be in
writing, and will be effective on the date of delivery when
delivered personally, the next business day after dispatch when
sent by Federal Express or other recognized overnight courier
service, or the fifth business day after dispatch when sent by
certified mail, postage prepaid, return receipt requested.
Notices should be addressed to the other party at the address
shown below or at such other address as a party may designate by
ten days' advance written notice to the other party:
DNAPRINT GENOMICS, INC. GENOMED INC.
000 Xxxxxxxx, Xxx. 0000 Xxxxxxx Xxx.
Xxxxxxxx, XX 00000 Xx. Xxxxx, XX 00000
8.2 Entire Agreement; Modifications. This Agreement constitutes the
entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior representations,
proposals, discussions, and communications, whether oral or in
writing. This Agreement may be modified or amended only by a
writing executed by a duly authorized representative of each
party.
8.3 Force Majeure. Neither party will be liable to the other for any
failure or delay caused by events beyond such party's control,
including, without limitation, sabotage, terrorism, riots,
insurrections, fires, flood, storm, explosions, war or
earthquakes. However, if such events have a material impact on
the satisfaction of this Agreement, and shall continue for thirty
(30) days or more, the other party shall have the option of
terminating this Agreement by giving written notice of
termination.
8.4 Change in Law; Change in Circumstances. No party shall make or
receive any payment or take any action under this Agreement if
any judicial decision, legislative action, or regulatory or other
administrative interpretation, whether federal or state, would
render illegal the conduct of either party under this Agreement.
If performance by either party of any term of this Agreement
should be deemed illegal by any party or third party who is
essential to performance of this Agreement for any such reason,
either party shall have the right to require that the other party
renegotiate the terms of this Agreement.
8.5 Assignment. This Agreement will be binding upon and inure to the
benefit of the parties hereto, their successors and permitted
assigns. Either party may assign this Agreement in its entirety
to a successor corporation upon notice to the other party in the
event of a merger or an acquisition of all or substantially all
of the assets of the assigning party.
8.6 Governing Law. All questions concerning the validity, operation,
interpretation, and construction of this Agreement will be
governed by and determined in accordance with the laws of the
State of California, without regard to its conflict of laws
provisions. Application of the United Nations Convention on
Contracts for the International Sale of Goods is specifically
excluded.
8.7 Severability. If a court of competent jurisdiction determines
that any provision of this Agreement is invalid, illegal, or
otherwise unenforceable, such provision shall be replaced with a
valid, enforceable provision as nearly as possible in accordance
with the stated intention of the paties, while the remainder of
this Agreement shall remain in full force and effect. To the
extent any provision cannot be enforced in accordance with the
stated intentions of the parties, such provision shall be deemed
not to be a part of this Agreement.
8.8 Counterparts. This agreement may be executed in any number of
counterparts, all of which together will constitute one and the
same instrument.
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IN WITNESS THEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives as set forth below:
DNAPRINT GENOMICS GENOMED
By:/s/Xxxx Xxxxxxxx By:/s/Xxxxx Xxxxx
Xxxx Xxxxxxxx, Ph.D. Xxxxx Xxxxx
CEO CEO
