SPONSORED RESEARCH AGREEMENT
EXHIBIT 10.1
SPONSORED RESEARCH AGREEMENT
This agreement is for performance of a project by and between Iowa State University with offices at 1138 Pearson Hall, Ames, IA 50011-2207 (ISU), and Polyphenol Technologies Corporation, 100 Overlook Drive, 2nd Floor, Princeton, New Jersey 08540 (Sponsor).
WHEREAS, ISU and Sponsor desire to conduct a project as detailed in Exhibit A attached hereto.
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1 Project
The scope of work, timeline and budget (hereinafter Project) are detailed in Exhibit A and incorporated herein.
ARTICLE 2 Period of Performance
The period of performance for this agreement is February 1, 2007 thru January 31, 2010. No change in the dates of the period of performance shall be made unless agreed to in writing by all parties to this agreement.
ARTICLE 3 Key Personnel
Sponsors key contact for the agreement is Greg Wujek, President, CEO, Polyphenol Technologies Corporation. ISUs Principal Investigator for this project shall be Dr. George Kraus.
ARTICLE 4 Reports and Other Deliverables
ISU shall provide progress reports, if any, as set forth in Exhibit A.
ARTICLE 5 Expenditures and Payment of Invoices
As compensation for this fixed priced agreement, Sponsor agrees to pay ISU for performance of work in the amounts as specified in Exhibit B. Invoices from ISU shall be sent according to the schedule in Exhibit B. Payment will be made by PTC to ISU upon receipt of proper invoice from ISU.
ARTICLE 6 Publication
ISU may publish the results of the Project, but will send all publications to Sponsor at least thirty (30) days prior to public disclosure to provide opportunity for review and comment. ISU shall consider Sponsors comments and suggested modifications. If Sponsor raises no objection within the notification period above, then ISU has the right to proceed with publication.
ARTICLE 7 Confidentiality
The Parties acknowledge that it may be necessary to disclose information to the other Party that is considered proprietary or confidential ("Confidential Information"). If the provider of information considers the information as Confidential Information, it shall be identified as such in writing or marked CONFIDENTIAL. If orally disclosed to or observed by the recipient, Confidential Information shall be reduced to writing by the provider, marked CONFIDENTIAL, and delivered to recipient within thirty (30) days of disclosure. Confidential Information shall be maintained as confidential for three (3) years from the completion of this agreement.
ARTICLE 8 Intellectual Property
Subject to any pertinent obligations to other sponsors and the federal government, including the provisions of Public Laws 96-517 and 98-620, intellectual property which results from this Project which is created solely by ISU employees will be owned by ISU, intellectual property created solely by Sponsor employees will be owned by Sponsor, intellectual property created jointly by ISU employees and Sponsors employees will be owned jointly by ISU and Sponsor.
ARTICLE 9 Termination/Cancellation
This agreement may be terminated by either party at any time upon issuing of written notice sixty (60) days prior to termination or at any time upon mutual agreement of the parties. ISU shall be compensated for all actual and allowable expenses and all uncancellable obligations properly incurred prior to the termination.
ARTICLE 10 Entire Agreement
This Agreement, including any exhibits, attachments and provisions incorporated by reference, constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof.
ARTICLE 11 Agreement Execution
This Agreement may be executed in any number of counterparts and/or by facsimile. Each such counterpart and/or facsimile copy shall be deemed an original instrument, and all of which, together, shall constitute one and the same executed Agreement.
IOWA STATE UNIVERSITY
SPONSOR
/s/ Dr. George Kraus March 22, 2007
/s/ Greg Wujek April 3, 2007
Dr. George Kraus
Date
Greg Wujek Date
Principal Investigator
President, Chief Executive Officer
/s/ Matthew Bailey April 2, 2007
Matthew Bailey
Date
Director of Industry Initiatives
EXHIBIT A
ISU will synthesize derivatives of Type A-1 polyphenol to be sent to specified Sponsor location for testing. As per requested by Sponsor, ISU will send exact amounts of each compound along with the corresponding chemical structure(s) to specified location. Each month ISU will send a total of 5 compounds for review. Sponsor will provide ISU with results of the assays.
Synthesis of A-type procyanidins (Dr. George A. Kraus, Iowa State University)
Dr. Kraus and his two researchers will increase the diversity of A-type procyanidins that will be submitted for testing. The procyanidins will have the general structure shown below. The synthetic route will begin with commercially available catechin and phloroglucinol. The synthetic route will involve efficient reactions to stereoselectively form diverse analogs. Dr. Kraus will send all synthetic compounds for biological testing.
The chemistry department at Iowa State is well equipped for the research described in the proposal. The department has an in-house stockroom, glassblower, electronics shop and instrument services. The Kraus group has fifteen benches with hoods in two modern, air-conditioned laboratory rooms of over 2,000 square feet. There is a computer room and a room for research group meetings on the same floor.
EXHIBIT B
Budget justification
PTC to Pay $204,686 to ISU:
a. The payment schedule is:
(1) Year 1: $62,251 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment; and
(2) Year 2: $70,295 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment.
(3) Year 3: $72,140 to ISU in 4 quarterly installments, the first of which is due to ISU 3 months from the previous payment.
b. Make checks or money orders payable to Iowa State University, cite Kraus proposal 05-1072 thereon and send to:
Sponsored Programs Accounting
3609 ASB
Ames, Iowa 50011-3609
4. PTC may pay the travel and per diem of ISU scientific representatives traveling pursuant to this Agreement if such payment receives the prior approval of the appropriate ARS Area Director.
ESTIMATED BUDGET
TOTAL YEARS
| ISU to Receive from PTC |
A. Salaries and Wages | 117,038 |
B. Equipment | 0 |
C. Materials and Supplies | 22,204 |
D. Travel a. Domestic b. Foreign |
|
E. Facilities |
|
F. Other Direct Costs | 0 |
G. TOTAL DIRECT COSTS | 139,242 |
H. Indirect Costs | 65,444 |
I. TOTAL COSTS $ | 204,686 |
YEAR 1
| ISU to Receive from PTC |
A. Salaries and Wages | 32,143 |
B. Equipment | 0 |
C. Materials and Supplies | 10,204 |
D. Travel a. Domestic b. Foreign |
|
E. Facilities |
|
F. Other Direct Costs | 0 |
G. TOTAL DIRECT COSTS | 42,347 |
H. Indirect Costs | 19,904 |
I. TOTAL COST $ | 62,251 |
YEAR 2
| ISU to Receive from PTC |
A. Salaries and Wages | 41,820 |
B. Equipment | 0 |
C. Materials and Supplies | 6,000 |
D. Travel a. Domestic b. Foreign |
|
E. Facilities |
|
F. Other Direct Costs |
|
G. TOTAL DIRECT COSTS | 47,820 |
H. Indirect Costs | 22,475 |
I. TOTAL COSTS $ | 70,295 |
YEAR 3
| ISU to Receive from PTC |
A. Salaries and Wages | 43,075 |
B. Equipment | 0 |
C. Materials and Supplies | 6,000 |
D. Travel a. Domestic b. Foreign |
|
E. Facilities |
|
F. Other Direct Costs | 0 |
G. TOTAL DIRECT COSTS | 49,075 |
H. Indirect Costs | 23,065 |
I. TOTAL COSTS $ | 72,140 |