Exhibit 1
HEMATOCRIT DEVELOPMENT AND OPTION AGREEMENT
An Agreement made as of the 29th day of August, 1997 by and between
InMedica Development Corporation, a Utah corporation doing business at 00 Xxxxx
000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter called "InMedica")
and Medical Physics, Inc., a Utah corporation doing business at 000 Xxxxx 000
Xxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (hereinafter called "Medical Physics").
RECITALS
Whereas InMedica has previously engaged Medical Physics to conduct certain
work on its non-invasive hematocrit project; and
Whereas the parties now desire to formalize their relationship for further
work and to grant certain stock options to Medical Physics;
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Options. InMedica hereby grants to Medical Physics options to purchase
54,000 shares of the common stock of InMedica. The options are exercisable for
Seventy Three Cents ($.73) per share effective August 29, 1997 for a period of
three years. Further, InMedica hereby grants to Medical Physics options to
purchase 54,000 additional shares of common stock of InMedica at the option
price of $.73 per share which shall become exercisable for a period of three
years from the date (not later than May 30, 1998) on which Medical Physics
demonstrates a hematocrit measuring device to InMedica which measures human
hematocrit with an accuracy of plus or minus 3.5 hematocrit points through all
ranges from 20 to 60. Medical Physics shall have the right to assign its options
to Dr. Xxxxxx Xxxxx and Dr. Ke-xxxxxx Xxxx, as it may determine.
2. Consulting Agreement. Medical Physics agrees to render the following
services to InMedica within nine months from the date hereof:
1- prepare and submit an application for a $100,000 Small Business Innovative
Research grant (the "Phase I Grant") (within 30 days from the date hereof or as
soon thereafter as possible). Research pursuant to the grant must be assignable
to InMedica and shall be assigned to InMedica by Medical Physics, upon request.
If a Phase I Grant is approved, InMedica agrees to match the SBIR funds with up
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to $100,000 to be used as additional funds for the research and development
project
2- conduct research and use its best efforts to develop a prototype hematocrit
measuring device capable of measuring human hematocrit with an accuracy of plus
or minus 3.5 hematocrit points through all ranges from 20 to 60 during the six
months following execution of this agreement. During such time period, Dr.
Xxxxxx Xxxxx shall devote at least 50% of his time to the project and Dr.
Ke-xxxxxx Xxxx shall devote at least 80% of his time to the project.
3- conduct clinical trials on the device, if warranted, during the final three
months of this agreement
4- cooperate with the Company's patent attorneys in filing for patent rights on
the technology developed including execution of assignments required to document
the Company's ownership of inventions resulting from the research and
development; copies of assignments as to certain technology developed to date
and which are being executed concurrently herewith are attached hereto as
Exhibit A
5- The parties agree that InMedica is authorized to use existing technology of
Medical Physics where such technology is incorporated into the hematocrit
device. However the rights to such technology is to be restricted to the domain
of InMedica's hematocrit device
6- make presentations regarding the technology to persons or entities approved
by InMedica
7- all technology developed under this agreement shall be the property of
InMedica
In consideration of the services rendered, InMedica agrees to pay Medical
Research $100,000 in nine equal payments of $11,111.11 beginning in September,
1997 and to reimburse Medical Research for its reasonable out of pocket research
and development expenses (excluding overhead) and, where approved in advance by
InMedica, its travel expenses.
4. Confidentiality. Medical Physics and its owners consultants and
employees agree to be bound by the Confidentiality and Non-competition agreement
a copy of which is attached hereto as Exhibit B
5. Term. This agreement shall continue for a period of nine months and
may be renewed thereafter by mutual agreement of the parties.
6. General. (a) This agreement contains the entire agreement between the
parties on the subject matter (including those agreements expressly incorporated
herein by reference) and can only be changed or modified by written agreement
between the parties.
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(b)Any notices or other communications under this agreement shall be in writing,
shall be deemed to have been legally given and delivered when sent certified
mail, return receipt requested to the addresses set forth above.
(c)In the event any provision or any part of any provision of this agreement
shall be held invalid, illegal or unenforceable, such holding shall not affect
any other provision or any part of the same provision which can be given effect
without the invalid provision or any part thereof.
(d)This agreement may be executed in one or more counterparts each of which
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(e)Any party hereto found by a court of competent jurisdiction to have breached
this agreement shall be liable to the prevailing party for costs and attorneys
fees.
IN WITNESS WHEREOF the parties have executed this agreement as of the date first
above written.
INMEDICA DEVELOPMENT CORPORATION
/s/ Xxxxx X. Xxxxx
-----------------------------------
By Xxxxx X. Xxxxx, President
MEDICAL PHYSICS, INC.
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
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