PROTEONOMIX, INC. AND PROTEODERM, INC. KISHORE AHUJA, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT
Exhibit 10.52
PROTEONOMIX, INC. AND PROTEODERM, INC.
XXXXXXX XXXXX, M.D.
MULTI-CENTER COSMECEUTICAL STUDY AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of March, 2010, by and-among Proteonomix, Inc., a Delaware corporation and Proteoderm, Inc., a New York corporation, both with offices at 000 Xxxx Xxxx, Xxxxxxxxxxxx, XX 00000 (respectively "PX" and "PD," collectively “PX/PD"); and Xxxxxxx Xxxxx, M.D., with offices at Xxx Xxxxxxxxxx Xxxxxx Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("Xx. Xxxxx”) (collectively the "Parties").
WHEREAS, PX is a biomedical company engaged in the fields of stem cell therapies and regenerative medicine; and
WHEREAS, PX's subsidiary, PD, has developed a line of cosmeceutical skin care products containing its patent-pending molecule Matrix NC-138"tm (the "Products"); and
WHEREAS, PD wishes to conduct a clinical study on the use of the Products and their effect on aging and aged skin, and particularly with regard to wrinkles (the "Study"); and
WHEREAS, Xx. Xxxxx is an allergist and immunologist in private medical practice; and
WHISEAS, Xx. Xxxxx has offered to serve as a clinical investigator for the Study (“Clinical Investigator”); and
WHEREAS, the Parties wish to set forth and clarify the terms of their respective involvement in the Study;
NOW, THEREFORE, in consideration of the mutual premises and the consideration herein set forth, the Parties agree as follows:
l.
Nature and Purpose of the Study. The Study shall be conducted in order to document the clinical benefits of the Products on aging and aged skin, particularly with regard to wrinkles.
2.
Parameters of the Study. The "Proposal for Design and Implementation of Multi-Center Proteoderm Study” is attached hereto as Exhibit A (the 'Proposal") and is incorporated into this Agreement as if set forth in its entirety below.
3.
Roles and Responsibilities. In his role as a Clinical Investigator for the Study, Xx. Xxxxx shall fulfill the duties set forth in the Proposal at sites in Woodbridge, New Jersey, Paramus, New Jersey and The Bronx, New York. PX/PD will provide a sufficient number of cosmeceutical kits as set forth in the Proposal, and will provide technical support as requested from Xx. Xxxxx from time to time. PX/PD will also retain the services of a statistician to compile the data from the Study and prepare a written report, unless, as set forth in the Proposal, Xx. Xxxxx should choose to be responsible to compile the data and prepare a report.
4.
Compensation. For his participation in the Study through the date of completion, together with any post-Study matters set forth in the Proposal, Xx. Xxxxx shall be entitled to compensation as follows:
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Xx. Xxxxx shall receive fifteen (15,000) thousand options (“Options”) to purchase shares of the common stock of PX. The Options will vest as follows: 5,000 Options upon signing this Agreement; 5,000 Options upon the entry of a minimum of 150 patients who have signed the consent form to participate in the Study and 5,000 Options upon delivery of the report at the conclusion of the Study involving a minimum of 150 patients among the three sites. The Options shall be exercisable to purchase shares of the common stock of PX for a period of five years from the date of issuance at $3.50 per share.
Upon the exercise of any Options granted hereunder, Xx. Xxxxx shall receive certificates bearing a legend restricting public sale of the restricted shares of the common stock of PX unless and until there exists an effective registration statement relating to the shares of common stock underlying the Options or an exemption therefrom.
In addition, Xx. Xxxxx will receive cash compensation as follows:
$5,000 per center once all patients in a specific center as set forth in paragraph 3 above are enrolled and $15,000 at the completion of the study involving the three centers.
5.
Additional Benefit. Xx. Xxxxx shall be allowed to keep data including copies of all photographs taken of patients during the Study (the “Data”), for his own medical use which he may employ to show future patients the beneficial effects of the Products following conclusion of the Study; and any other usage is prohibited without the written consent of PX or PD. All intellectual property rights to the Data are owned by PX and PD.
6.
Confidentiality. PX and PD and Xx. Xxxxx shall enter into a non-disclosure and confidentiality agreement prior to the commencement of his participation as a Clinical Investor for the Study.
7.
Time Devoted to Performance. Xx. Xxxxx shall devote sufficient time with regard to his other commitments to perform the duties as set forth in the Proposal.
8.
Applicable Law. This Agreement shall be interpreted in accordance with the internal laws of the State of New York without regard to its conflicts of interest laws.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
PROTEODERM, INC.
By: /s/ Xxxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx,
Xxxxxxx Xxxxx,
President
President
/s/ Xxxxxxx Xxxxx, M.D.
Xxxxxxx Xxxxx, M.D.
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