EXHIBIT 10.1
------------
RESEARCH AND DEVELOPMENT AGREEMENT
BETWEEN
ARTANN LABORATORIES INC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ AND PROUROCARE
MEDICAL INC.
Upon the effective date of this agreement:
1. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be named Chief Scientific Officer(a consultant - non
employee) of ProUroCare Medical Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will be provided with
the information and access to the research and development process and a
decision making council, sufficient to be effective in his role.
2. The Intellectual Property and know-how resulting from any new advancement
of the SGDRE developed, for example the (position technology) will be
assigned to ProUroCare. ProUroCare must ensure that technology transfer and
participation of Artann and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in continuous development of
the SGDRE is covered by the current agreement and understanding between
ProUroCare and Profile, and in any way will not present a breach of past
obligations of Artann and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Profile LLC (formerly Armed
LLC).
3. Artann Laboratories shall be a research and development partner to
ProUroCare Medical Inc. In this relationship Artann shall support and
further the development of the Sensor Guided DRE product. Specific material
engagements will be subject to the separate development agreements between
Artann and ProUroCare.
4. In addition, Artann shall work on other mutually agreed upon technologies
and products in the field of Urology. The specific material engagements
will be subject to separate development agreements between Artann and
ProUroCare. ProUroCare shall be assigned the rights to all intellectual
properties resulting from this work in the area related to the SGDRE. New
technology not related to the SGDRE will be addressed by separate license
and royalty agreements.
5. This Agreement shall have an initial term of 3 years and can be extended
for a similar term upon mutual consent of all parties to this agreement.
CASH COMPENSATION
An amount of $250,000 shall be paid to Artann for the engagement in this
research and development agreement and the assignment to ProUroCare of all
patents that encompasses new IP developed with respect to the SGDRE. Payments
shall be made in accordance with the following schedule of performance based
events:
o Effective date (signing) of this agreement $ 50,000
o Shipment of the SGDRE Systems in accordance
with the Development Agreement signed by
both parties. A bonus of 10% of the
milestone payment per month for delivery
ahead of schedule will be added. A 10% of
the milestone payment per month late fee
shall be deducted. The milestone payment is
due in full if the Development Agreement is
terminated by ProUroCare. $ 100,000
o Filing of the patent $ 50,000
o Issuance of the patent (patent will be
assigned to ProUroCare) $ 50,000
WARRANTS
500,000 (five year term) warrants shall be issued at the market price at the
time of issue or $2.00, whichever is lower. The warrants will be vested over the
period of three years according to the following schedule:
o 100,000 upon execution of this agreement;
o 200,000 upon shipment of SGDRE Systems according to the Development
Agreement. The 200,000 warrant payment is due in full if the
Development Agreement is terminated by ProUroCare;
o 100,000 one year anniversary of the execution date of this agreement.
o 100,000 two year anniversary of the execution date of this agreement.
The issuance of the last two hundred warrants is contingent on the delivery of
clinical units by Minnetronix per the development agreement with ProUroCare.
Note
Warrants will be issued in two names:
90 % in name of Artann Laboratories
10% in name of Vlada International
ARTANN LABORATORIES, INC. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------ -------------------------
Its: Chief Scientist
-----------------------
PROUROCARE MEDICAL INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Its: President & CEO
-----------------------
2
