EX-99.1 2 ex99-1.txt 99.1 SMC agreement dated May 18 , 2007 between Registrant and Dr. Fredrick -------------------------------------------------------------------------- Naftolin -------- This Agreement is made on May 18 , 2007 between Mediscience Technology Corp BioScopix. (MTC/Bio) 1235 Folkstone way, Cherry Hill NJ, 08034 and Dr. Frederick Naftolin, M.D., PhD (FN) (Consultant) 4 Stone Wall Lane, Woodbridge, CT 06525-1413 WHEREAS, Consultant has extensive medical Ob/Gyn health experience with a specific interest in female endocrinology, diseases of the female reproductive system, Ob/Gyn research, cancer research, and biochemistry of cancer disease, MTC/Bio desires to retain Consultant as Senior Medical Consultant of BioScopix, Inc. in the development and commercialization of MTC/Bio Autofluorescence-Based Diagnostic Methods and Equipment for human cancer screening and diagnosis, and female hormone level detection: e.g. CD-Ratiometer, CPE and the Consultant wishes to perform consulting services for the MTC/Bio. NOW THEREFORE, in consideration of the covenants and obligations hereinafter set forth, MTC/Bio and the Consultant agree as follows: 1. Services 1.1. The consultant shall provide advice and consulting services to MTC/Bio on matters related to female endocrinology, diseases of the female reproductive system, Ob/Gyn research, cancer research, oral cancer, and biochemistry of cancer disease. 1.2. Consultant shall advise and support MTC/Bio in, 1.2.1. development of protocols for FDA trials, 1.2.2. document preparation for FDA IDEs, PreMarket Approvals, and 510 K's, 1.2.3. identification of appropriate medical facilities and associated medical staff for FDA trials, 1.2.4. relationship development with key medical experts in human cancers including cancers of the mouth, cervix, GI tract, 1.2.5. collection of relevant diagnostic equipment requirements, 1.2.6. identification of critical research and development to enable critical improvements and advances in MTC/Bio diagnostic equipment products, and 1.2.7. critical diagnostic, ease-of-use, reliability, safety, and other customer requirements and desires for the MTC/Bio CD-Ratiometer. 1.3. The Consultant shall be engaged by (MTC/Bio) as a consultant for the exchange of ideas only and under the terms of this Agreement. 1.4. The Consultant shall not direct or conduct fund raising of any kind for or on behalf of the Company. Such activity shall be carried out solely and only by (MTC/Bio ) management or designees 3 Upon request by the Company and in return for compensation detailed in Article 2, the Consultant shall keep MTC/Bio informed about applications, features, and specifications in its area of expertise as they may broaden or change from time to time as well as be available for assisting in FDA, quality, and product control issues. 2. Compensation and expenses 2.1 As full and sole consideration for the one year term consulting services to be provided by the Consultant to Mediscience Technology/BioSopix Inc. under this agreements paragraph 1, MDSC/BioScopix Inc. herein grants to Consultant, his heirs and assigns Six hundred thousand shares (600,000) of MDSC common shares restricted and legend per SEC rule 144 representing $60,000 dollars value at 0.10 per share, reported value on May 18, 2007 2.2 The Company will reimburse Consultant for reasonable out of pocket expenses submitted to Company as proposed expenses by consultant for pre-approval 3. Competition The Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the biotechnology or medical industries on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement. 4. Confidentiality 4.1. The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of five (5) years from receipt thereof. 4.2. The recipient may acquire information that pertains to the discloser's processes, equipment, programs, developments, inventions, discoveries, or plans that is both (i) disclosed or made known by the disclosure to the recipient and (ii) identified in writing as "proprietary" by the disclosure. The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the discloser. 4.3. Confidential Information subject to paragraph 4(b) does not include information that (i) is or later becomes available to the public through no breach of this Agreement by the recipient; (ii) is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; (iii) is already in the possession of the recipient on the date this Agreement becomes effective; (iv) is independently developed by recipient; or (v) is required to be disclosed by law, government regulation, or court order. In addition, Confidential Information subject to paragraph 4(b) 4 does not include information generated by the Consultant unless the information (i) is generated as a direct result of the performance of consulting services under this Agreement. 4.4 Return of Materials: The Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by MTC/Bio, all drawings, tracings, and written materials in the Consultant's possession and (i) supplied by MTC/Bio in conjunction with the Consultant's consulting services under this Agreement or (ii) generated by the Consultant in the performance of consulting services under this Agreement. 5. Intellectual Property 5.1. Title to any inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder shall reside in the New York University Medical Center. Inventorship shall be determined in accordance with U.S. Patent law. 5.2. The New York University Medical Center agrees to pay for all costs associated with the preparation, filing, prosecution, and maintenance of US and international patents and patent applications resulting from any inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder. 5.2.1. In the case of patents and patent applications resulting from the work performed hereunder, with all costs of preparation, prosecution, and maintenance paid by the New York University Medical Center, the New York University Medical Center grants to MTC/Bio an exclusive and irrevocable license, with ability to sublicense. 5.2.1.1. The exclusive license shall be granted to MTC/Bio in the MTC/Bio field of use. 5.2.1.2. The MTC/Bio field of use is medical diagnostic methods and equipment based upon tissue auto-fluorescence. 5.2.1.3. Such license shall be upon commercially reasonable terms consistent with similar exclusive licenses of the New York University Medical Center, with a royalty rate of no more than 2.5% of the selling price of the products or portions thereof claiming the advantage of the patented invention(s). 5.3. In the case of inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder, wherein the New York University Medical Center does not wish to file for US and international patent rights, MTC/Bio shall have the first right of refusal to prepare, file, prosecute and maintain the resulting patent applications and patents at its own expense, with all such applications and patents assigned to MTC/Bio. 5.3.1. In the case of patents and patent applications resulting from the work performed hereunder, with all costs of preparation, prosecution, and maintenance paid by MTC/Bio, MTC/Bio grants to the New York University Medical Center a nonexclusive and irrevocable license, with ability to sub-license. 5 5.3.1.1. Said non-exclusive license shall be granted to The New York University Medical Center only for patented subject matter outside of the MTC/Bio field of use. 5.3.1.2. The MTC/Bio field of use is medical diagnostic methods and equipment based upon tissue auto-fluorescence. 5.3.1.3. Such license shall be upon commercially reasonable terms consistent with similar non-exclusive licenses of MTC/Bio, with a royalty rate of no more than 2.5% of the selling price of the products or portions thereof claiming the advantage of the patented invention(s). 6 Term and Termination 6.1. This Agreement shall be for a term of 12 months, renewable upon reasonable terms and conditions as may be agreed upon by MTC/Bio and the Consultant. 6.2 Termination of the Agreement under paragraph 6.1 above shall not affect MTC/Bio obligation to pay for services previously performed by the Consultant and acknowledged by MTC/Bio. 7 Miscellaneous 7.1. This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and assigns of the parties, as the case may be. 7.2. The relationship created by this Agreement shall be that of independent contractor, and the Consultant shall have no authority to bind or act as agent for MTC/Bio or its employees for any purpose. 7.3. MTC/Bio will not use the Consultant's name in any commercial advertisement or similar material used to promote or sell products, unless MTC/Bio obtains in advance the written consent of the Consultant 7.4. This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire and only agreement between MTC/Bio and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of MTC/Bio, or by any written documents unless it is signed by the CEO of MTC/Bio and by the Consultant. 7.5. If any term or provision of this Agreement is deemed invalid, contrary to, or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid. 7.6. The parties hereto agree to be bound by and under New York State Law and to submit any and all disputes of whatsoever kind to the American Arbitration association of New York City IN WITNESS WHEREOF, the parties, intending to be bound, have executed this Agreement effective May , 2007 By: s/s Fredrick Naftolin, Date May 18 , 2007 Dr. Fredrick Naftolin, professor of OBS/GYN 6 By :s/s Peter Katevatis, Date: May 18, 2007 Peter Katevatis Esq. Chairman/CEO Mediscience Technology/ BioScopix Corp ---------------------------------------------------- Exhibit A Dr. Fredrick Naftolin CV see OBGYN.NET Date of Birth: April 7, 1936 Place of Birth: Bronx, New York, USA Education: 1955 A.A., University of California, Los Angeles 1958 B.A., University of California, Berkeley (Honors) 1961 M.D., University of California, School of Medicine San Francisco (Honors) 1970 D.Phil., University of Oxford, Oxford, England Postgraduate Training: 1961-62 Intern, King County Hospital, Seattle, Washington 1962-66 Resident, Obstetrics and Gynecology, UCLA Medical Center, Los Angeles (D.G. Morton) 1966-67 Research Training Fellow, University of Washington, Seattle (S. Klebanoff) 1967-68 Senior Endocrine Fellow, Department of Medicine, University of Washington, Seattle (C.A. Paulsen) 1968-70 Graduate studies, University of Oxford, Department of Human Anatomy, Oxford, England (G.W. Harris) Professional Experince: 1986 Director, Center for Research in Reproductive Biology, Yale University 1984 Professor of Biology, Department of Biology, Yale University (Joint appointment) 1982-83 Professor Invite, Department of Morphology, University of Geneva, Faculty of Medicine 1978 Professor and Chairman, Department of Obstetrics and Gynecology, Yale University School of Medicine 1975-78 Professor and Chairman, Department of Obstetrics and Gynecology, McGill University, Faculty of Medicine, Montreal 1975-78 Obstetrician and Gynecologist-in-Chief, Royal Victoria Hospital, Montreal 1973-75 Associate Professor of Obstetrics and Gynecology, Harvard Medical School 1972-73 Associate Professor of Obstetrics and Gynecology, University of California, San Diego 7 1970-72 Assistant Professor of Obstetrics and Gynecology, University of California, San Diego 1966-68 Research Associate and Assistant Chief, Gynecology Service, USPHS Hospital, Seattle, Washington Uniformed Service: 1966-68 United States Public Health Service Selected Honors: 1958 Sigma Xi 1961 Alpha Omega Alpha 1968 J.P. Lane Award, United States Public Health Service Clinical Society 1968-70 NIH Special Research Fellowship (NICHHD) 1971 Squibb Prize paper, American Fertility Society 1975 Fellowship, American College of Obstetricians and Gynecologists 1975 M.A. (Hon.), McGill University, Montreal, Canada 1978 M.A. (Hon.), Yale University, New Haven, Conn. 1980 Fellow, Silliman College, Yale University 1982-83 Fogarty Senior International Fellow 1983 John Simon Guggenheim Jr. Memorial Fellow 1985 Wyeth Lecturer, Canadian Fertility and Andrology Society 1985 Royal College of Physicians and Surgeons of Canada Lecturer, University of Saskatchewan, Canada 1986 Royal College of Physicians and Surgeons of Canada Lecturer, University of Western Ontario, Canada 1986 Fellowship, The American Gynecological and Obstetrical Society 1988 Lecturer, Frontiers of Reproductive Biology, Society for Study of Reproduction 1988 Plenary Lecturer, First Congress of the International Society of Gynaecological Endocrinology 1989 Keynote Speaker, 17th Annual New England Endocrine Conference 1991-92 President, Society for Gynecologic Investigation 1992-93 Berlex International Scholar 1997 Latta Distinguished Lecturer, University of Nebraska Medical School 1997-98 President Elect, North American Menopause Society 1. Scientific Committee Chairman, North American Menopause Society 2. Fellow ad eundem of the Royal College of Obstetricians and Gynaecologists 8 3. "Frederick Naftolin Fellowship in Reproductive Biology" to be awarded annually by McGill University Faculty of Medicine 1999 Visiting Professor, "Extraordinary Professor, Chair in Advances in Medicine in Reproduction", Complutense University, Madrid, Spain Licensure: California Connecticut Specialty Board: Obstetrics and Gynecology (1972) Societies: o Alpha Omega Alpha o Sigma Xi o The Endocrine Society o The Pacific Coast Fertility Society (Honarary Member) o Canadian Andrology and Fertility Societies (Honorary Member) o Society for Gynecologic Investigation o International Society of Neuroendocrinology o International Society of Psychoneuroendocrinology o American Gynecological and Obstetrical Society o International Society for Gynecological Endocrinology o Society for Neuroscience o North American Menopause Society o International Menopause Society o Israeli Fertility Society Editorial Boards: 1998 Proceedings of the Society for Experimental Biology and Medicine 1997 Climacteric, Journal of the International Menopause Society 1996 Founding Editorial Advisory Board, African Journal of Reproductive Health 1995 Founding Editorial Board, Early Pregnancy: Biology and Medicine 1993 Founding Editorial Board, Menopause 1993 Founding Associate Editor, Journal of the Society for Gynecologic Investigation 1988-95 Biomedicine and Pharmacotherapy 1988-93 Resident and Staff Physician 1987 Gynecological Investigation 1987-91 Endocrine Reviews 1987 Video Journal of Obstetrics and Gynecology 1980-88 Drug Intelligence and Clinical Pharmacy (editorial panel) 1979-82 New England Journal of Medicine 1979-82 Journal of Steroid Biochemistry 1974-92 Psychoneuroendocrinology 9