Exhibit 10.5
PROJECT ASSIGNMENT 1
PROTALEX, Inc.
717 Encino Pl. NE, Suite 17
Albuquerque NM 87102
USA
Date: April 24, 2003
Dear Sirs,
Agreement between PROTALEX Inc. ("PROTALEX") and EUROGENTEC S.A
("EUROGENTEC") dated April 24, 2003
This letter shall constitute a Project Assignment for the purposes of the above
Agreement ("the Agreement"). We agree that EUROGENTEC will perform a Project
under the Agreement on the following terms:
1. Description of the Project
PROTALEX requests EUROGENTEC to perform a Feasibility Study to produce and
purify natural extracellular Protein A from Staphylococcus aureus A-676. The
Feasibility Study will encompass the following steps:
o Staphylococcus aureus A-676 strain to be ordered from Goteborg University,
Sweden
o Pre-Master Seed Bank (50 vials) with Batch Record
o Staphylococcus aureus culture conditions analysis ( minimum3 fermentors 50 L
scale)
o Down Stream Process (DSP) first developments (minimum 3 DSP)
o QC and IPC tests first developments
2. Time-Lines and Completion date of work Starting date has to be considered 2
weeks after reception of (i) signed Frame Contract , (ii) signed hereunder
Project Assignment and/or (iii) the first PROTALEX payment as defined in the
paragraph 6.
Feasibility Study should be completed 8 weeks after the staring date. Weeks 31
to 33 are part of the summer holiday period and therefore some works could be
deferred. Based on a starting date Week 21, the final report for the Feasibility
Study could be issued Week 30.
The tentative Calendar (page 4) may not be considered as a firm commitment from
EUROGENTEC.
3. Quantities and specifications of product to be supplied to PROTALEX The
material produced and purified during this study will be delivered to PROTALEX.
Quantity and Purity of Protein A will be related to the production of the
protein during the Fermentation process and to the performances obtained during
the DSP steps.
4. Eurogentec Staff The R&D Fermentation will be performed under the
responsibility of Ir. Xxxxxxx Xxxxxxxxx,. Head of R&D Fermentation. Xxxxx Xxxxxx
X.Xx. DSP Team Leader, will be in charge of the Down Stream Process for the
Feasibility Phase of the Purification Process. Xxxxxx Xxxxx X.Xx. QC Manager,
will supervise the QC first developments.
5. Project Management]
Xxxxxxx Xxxxxx will make the overall project management.
6. Fees and Terms of payment Expected duration Cost in euro Feasibility Study 2
months Euro 39,375/month The overall Project management is charged Euro 2.000
/month from the start of the Project until the completion of the Project. Normal
laboratory reagent costs are included in the cost of the Feasibility Study.
However specific costs, such as chromatographic media, ultrafiltration
membranes, will be charged separately with 5% overhead. Costs will need to be
approved by PROTALEX prior to commitment or purchase.
The total cost of the Feasibility Study is evaluated at Euro 82,750: Euro 78,750
for the study and Euro 4,000 for the project management.
o 50 % (Euro 41,375) of the total cost will be invoiced at the signature of the
Frame Contract/Project Assignment 1. PROTALEX shall pay EUROGENTEC at the
receipt of the invoice.
o 25 % (Euro 20,687.5) of the total cost will be invoiced after one month.
Invoice shall be paid within thirty days of receipt.
o The last invoice representing the remaining 25% ( Euro 20,687 .5) of the total
price will then be issued at the completion of the project ( after 2 months).
Invoice shall be paid within thirty days of receipt.
7. Documentation and Reports
The Feasibility Study will be recorded in specific laboratory notebooks with
double signature. They will be kept at EUROGENTEC for 10 years. Copies can be
made available to PROTALEX. Intermediary reports will be issued after main step
completion. Laboratory books will be in French, reports in English. The final
report will give full description of the process and the yields of product
obtained. Details of any analytical methods used will also be included.
8 PROTALEX Deliverables
No PROTALEX deliverables is expected to be provided to EUROGENTEC.
EUROGENTEC S.A.
____________________ ______________________
Name: Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxx
Title: Project Manager Title: Biologic Business Unit Manager
Date: April 28, 2003 Date: April 28, 2003
EUROGENTEC S.A. o Parc scientifique du Sart Tilman o 0000 XXXXXXX x XXXXXXX o
Tel.: x00 0 000 00 00 Fax: x00 0 000 00 00 o e-mail: xxxx@xxxxxxxxxx.xxx o R.C.
Liege 152 016 o T.V.A. BE 427 348 346
PROTALEX Inc.
____________________ ______________________
Name: Xxxxxx Xxx, Ph.D. Name: Xxxxxx Xxxx
Xxxxxx: Chief Scientific Officer Title: CEO
Date: April 24, 2003 Date: April 24, 2003
Frame contract - Eurogentec-Protalex - 24/04/03 10/10
