EXHIBIT 10.16
LIFESPAN PARTICIPANT AGREEMENT
By and between CRYO-CELL International, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇, (hereafter CCEL) and HNMC, Inc. (DBA Houston Northwest Medical
Center), ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, (hereafter Participant).
For mutual consideration between the parties which is hereby acknowledged, it is
agreed:
1. Participant agrees to become a member of the Lifespan Cellular Banking
Network and will receive use of a CCEL Cellular Storage Unit at no charge
by CCEL. The unit is capable of storing approximately 35,000 5cc vials. The
Participant agrees to store fractionated cord blood in the unit. This
equipment will be located and operated by Participant at no cost to CCEL.
2. CCEL will provide the Participant the free use of a bar-code scanner,
bar-code label maker, and NPBI Compomat cellular separation device
(currently bags can be used for research, NPBI to get FDA approval for
autologous use).
3. CCEL will provide the Participant with the pro-▇▇▇▇ use of 880 spaces in
the CCEL Cellular Storage Unit to be used for research, or any purpose
other than allogeneic and "paid for" autologous storage.
4. CCEL will collect a minimum of $50.00 in storage fees per vial per year for
33,000 autologous and allogeneic storage spaces in the CCEL Cellular
Storage Unit. These funds received will be distributed as follows:
a. 25% (twenty-five percent) of the gross revenues will be paid to
Participant or its designee,
b. 75% (seventy-five percent) of the gross revenue will be retained by
CCEL.
CCEL will handle all of the funds generated by the Lifespan cellular
storage program.
5. Participant agrees to enhance the utilization of the CCEL Cellular Storage
Unit by encouraging the cryopreservation of cord/placental blood for
autologous (self) use.
6. Participant agrees not to engage in a "paid for" cellular storage program
except in conjunction with the CCEL Lifespan program.
Page 1
7. Participant agrees that once the CCEL units are linked together, by
computer, with other Lifespan Participants, information that is not of
confidential nature will be exchanged in order to enhance locating a
matching donor.
8. This agreement is valid for a period of 10 (ten) years and will
automatically renew for additional 5 (five) year periods unless either
party notifies the other of its desire to cancel the agreement. The
cancellation request must be made in writing and received by the other
party at least 60 (sixty) days prior to the expiration of the agreement. If
Participant does not renew the agreement, then the specimens stored in the
CCEL Cellular Storage Unit will remain with the unit as it is moved.
Participant agrees not to engage in "paid for" cellular storage for a
period of 2 (two) years thereafter.
9. CCEL agrees to indemnify Lifespan Participant for all claims, suits,
judgments or damages (including court costs and attorneys' fees) arising
out of any intentional or negligent acts of CCEL or any of its agents,
personnel and/or staff with regard to the Lifespan Program. Lifespan
Participant agrees to indemnify CCEL for all claims, suits, judgments or
damages (including court costs and attorneys' fees) arising out of any
intentional or negligent acts of Lifespan Participant or any of its agents,
personnel and/or staff with regard to the Lifespan Program.
Agreed to this 30th day of November, 1996.
CRYO-CELL International, Inc. HNMC, Inc.
Lifespan Participant
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President & Chief Operating Officer Title: President. Chairman & CEO
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Page 2
ONE THIRD-SINGLE UNIT REVENUE SHARING PARTNERSHIP AGREEMENT
One Third-Single Unit Revenue Sharing Partnership covers 11,000 half-spaces in a
unit. One-time Partnership fee: $333,333 (one-third million dollars) or
approximately $30.30 per half-space.
Minimum annual storage fee per space: $50.00 (fifty dollars).
Partnership Term: A permanent partnership shall remain in effect as long as
CRYO-CELL International, Inc., and/or any successor, continue to store cellular
specimens commercially.
Lifespan Site: HNMC, Inc. (DBA Houston Northwest Medical Center) Territory: ____________________
Lifespan Director: _____________________________________________ Unit No: ______________________
Partner's entitlement is one-half of CRYO-CELL's 75% share of the collected
annual cellular storage fees generated from one-third of the storage in the
above unit. Partner will receive their entitlement within 30 days (thirty days)
following the end of the quarter in which CRYO-CELL received the revenues.
SINGLE UNIT REVENUE SHARING PARTNER
Name: HNMC, Inc. (DBA Houston Northwest Medical Center)
Address: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
TERMS OF SINGLE UNIT
REVENUE SHARING PARTNERSHIP
($333,333)
$_____________ non-refundable deposit
Balance of $ ___________ due within 30 days of the signing of this agreement
From a portion of their entitlement, Partner will equally bear the cost of
billing and collection of annual storage fees on one-third of the storage in the
above unit. In addition, they agree to pay one-sixth of the cost of the extended
annual warranty fee of $7,500.00. In no instance will Partner be ever called on
for an additional cash infusion.
CRYO-CELL agrees not to offer Partnerships for any new units in the above
territory until the unit identified above has generated a minimum of 33,000
"paid for" half-spaces at $50.00 (or more) per year, so as not to negatively
impact Partner's entitlement.
CRYO-CELL shall have the opportunity to operate additional units in the
territory without a partnership. However, if CRYO-CELL decides to enter into
such an agreement, Partner shall be granted first right of refusal to
participate in a partnership for an additional unit under the same financial
terms and conditions as the above unit. CRYO-CELL will, as soon as possible,
refill any empty spaces that result from attrition, by immediately diverting all
new storage specimens to the above unit until it has been refilled to capacity.
CRYO-CELL will hold Partner harmless against any claims resulting from cellular
storage activities.
CRYO-CELL agrees to provide marketing tapes, brochures and sales aides at no
cost to Partner.
Terms of this Revenue Sharing Partnership agreement cannot be changed unless
mutually agreed to, in writing, by the Partner and CRYO-CELL (or any successor
entity).
Agreed to this 30th day of November, 1996.
CRYO-CELL International, Inc. HNMC, Inc. (DBA Houston Northwest Medical Center)
One Third-Single Unit Revenue Sharing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President & Chief Operating Officer Title: Chairman, President & CEO
LIFESPAN PARTICIPANT AGREEMENT
By and between CRYO-CELL International, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇, ▇▇▇▇▇, (hereafter CCEL) and Saint ▇▇▇▇▇▇▇ Hospital, L.L.C., ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇, (hereafter Participant).
For mutual consideration between the parties which is hereby acknowledged, it is
agreed:
1. Participant agrees to become a member of the Lifespan Cellular Banking
Network and will receive use of a CCEL Cellular Storage Unit at no charge
by CCEL. The unit is capable of storing approximately 35,000 5cc vials. The
Participant agrees to store fractionated cord blood in the unit. This
equipment will be located and operated by Participant at no cost to CCEL.
2. CCEL will provide the Participant the free use of a bar-code scanner,
bar-code label maker, and NPBI Compomat cellular separation device
(currently bags can be used for research, NPBI to get FDA approval for
autologous use).
3. CCEL will provide the Participant with the pro-▇▇▇▇ use of 880 spaces in
the CCEL Cellular Storage Unit to be used for research, or any purpose
other than allogeneic and "paid for" autologous storage.
4. CCEL will collect a minimum of $50.00 in storage fees per vial per year for
33,000 autologous and allogeneic storage spaces in the CCEL Cellular
Storage Unit. These funds received will be distributed as follows:
a. 25% (twenty-five percent) of the gross revenues will be paid to
Participant or its designee,
b. 75% (seventy-five percent) of the gross revenue will be retained by
CCEL.
CCEL will handle all of the funds generated by the Lifespan cellular
storage program.
5. Participant agrees to enhance the utilization of the CCEL Cellular Storage
Unit by encouraging the cryopreservation of cord/placental blood for
autologous (self) use.
6. Participant agrees not to engage in a "paid for" cellular storage program
except in conjunction with the CCEL Lifespan program.
Page 1
7. Participant agrees that once the CCEL units are linked together, by
computer, with other Lifespan Participants, information that is not of
confidential nature will be exchanged in order to enhance locating a
matching donor.
8. This agreement is valid for a period of 10 (ten) years and will
automatically renew for additional 5 (five) year periods unless either
party notifies the other of its desire to cancel the agreement. The
cancellation request must be made in writing and received by the other
party at least 60 (sixty) days prior to the expiration of the agreement. If
Participant does not renew the agreement, then the specimens stored in the
CCEL Cellular Storage Unit will remain with the unit as it is moved.
Participant agrees not to engage in "paid for" cellular storage for a
period of 2 (two) years thereafter.
9. CCEL agrees to indemnify Lifespan Participant for all claims, suits,
judgments or damages (including court costs and attorneys' fees) arising
out of any intentional or negligent acts of CCEL or any of its agents,
personnel and/or staff with regard to the Lifespan Program. Lifespan
Participant agrees to indemnify CCEL for all claims, suits, judgments or
damages (including court costs and attorneys' fees) arising out of any
intentional or negligent acts of Lifespan Participant or any of its agents,
personnel and/or staff with regard to the Lifespan Program.
Agreed to this 30th day of November, 1996.
CRYO-CELL International, Inc. Saint ▇▇▇▇▇▇▇ Hospital, L.L.C.
Lifespan Participant
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President & Chief Operating Officer Title: Chairman, President & CEO
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Page 2
ONE THIRD-SINGLE UNIT REVENUE SHARING PARTNERSHIP AGREEMENT
One Third-Single Unit Revenue Sharing Partnership covers 11,000 half-spaces in a
unit.
One-time Partnership fee: $333,333 (one-third million dollars) or approximately
$30.30 per half-space.
Minimum annual storage fee per space: $50.00 (fifty dollars).
Partnership Term: A permanent partnership shall remain in effect as long as
CRYO-CELL International, Inc., and/or any successor, continue to store cellular
specimens commercially.
Lifespan Site: Saint ▇▇▇▇▇▇▇ Hospital, L.L.C. Territory: ________________
Lifespan Director: __________________________ Unit No: _________________
Partner's entitlement is one-half of CRYO-CELL's 75% share of the collected
annual cellular storage fees generated from one-third of the storage in the
above unit. Partner will receive their entitlement within 30 days (thirty days)
following the end of the quarter in which CRYO-CELL received the revenues.
SINGLE UNIT REVENUE SHARING PARTNER
Name: Saint ▇▇▇▇▇▇▇ Hospital, L.L.C.
Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇-▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
TERMS OF SINGLE UNIT
REVENUE SHARING PARTNERSHIP
($333,333)
$ __________ non-refundable deposit
Balance of $ __________ due within 30 days of the signing of this agreement
From a portion of their entitlement, Partner will equally bear the cost of
billing and collection of annual storage fees on one-third of the storage in the
above unit. In addition, they agree to pay one-sixth of the cost of the extended
annual warranty fee of $7,500.00. In no instance will Partner be ever called
on for an additional cash infusion.
CRYO-CELL agrees not to offer Partnerships for any new units in the above
territory until the unit identified above has generated a minimum of 33,000
"paid for" half-spaces at $50.00 (or more) per year, so as not to negatively
impact Partner's entitlement.
CRYO-CELL shall have the opportunity to operate additional units in the
territory without a partnership. However, if CRYO-CELL decides to enter into
such an agreement, Partner shall be granted first right of refusal to
participate in a partnership for an additional unit under the same financial
terms and conditions as the above unit. CRYO-CELL will, as soon as possible,
refill any empty spaces that result from attrition, by immediately diverting all
new storage specimens to the above unit until it has been refilled to capacity.
CRYO-CELL will hold Partner harmless against any claims resulting from cellular
storage activities.
CRYO-CELL agrees to provide marketing tapes, brochures and sales aides at no
cost to Partner.
Terms of this Revenue Sharing Partnership agreement cannot be changed unless
mutually agreed to, in writing, by the Partner and CRYO-CELL (or any successor
entity).
Agreed to this 30th day of November, 1996.
CRYO-CELL International, Inc. Saint ▇▇▇▇▇▇▇ Hospital, L.L.C.
One Third-Single Unit Revenue
Sharing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President & Chief Operating Officer Title: Chairman, President & CEO
