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EXHIBIT 10.1
CONSULTING SERVICES
AGREEMENT
This AGREEMENT ("AGREEMENT") is entered into
as of August 1, 2007, by DNAPrint Genomics, Inc., 1621
West University Parkway, Sarasota, FL 34243, USA ("DNAP") and
DR. ARTHUR J. SYTKOWSKI residing at 203 Park Avenue, Arlington,
Massachusetts 02476, USA ("DR. SYTKOWSKI").
WITNESSETH:
WHEREAS, DNAP is engaged in
a project (the "PROJECT") relating to human erythropoietin (the
"FIELD"); and
WHEREAS, DR. SYTKOWSKI has
knowledge and expertise regarding the FIELD; and
WHEREAS, DNAP desires to
make use of the specialized knowledge and expertise of DR.
SYTKOWSKI as a consultant in the FIELD; and
WHEREAS, DR. SYTKOWSKI has
advised DNAP of his willingness, ability and desire to provide
consulting and advisory services to it in connection with the
FIELD;
NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained herein, DR. SYTKOWSKI and
DNAP agree as follows:
1. ENGAGEMENT - DNAP hereby engages
DR. SYTKOWSKI and DR. SYTKOWSKI hereby agrees to hold himself
available and to render, at DNAP’s request, independent
advisory and consulting services, in compliance with the terms and
conditions set forth herein and all applicable laws, statutes and
regulations.
2. SERVICES AND DUTIES - DR. SYTKOWSKI
agrees that during the term of this AGREEMENT and any subsequent
extension(s) thereof, he will provide his services as a
consultant to DNAP in the FIELD. DR. SYTKOWSKI’s
responsibilities shall include, but shall not be limited to, the
following services:
a. Consulting on all
matters involving the FIELD, including, without limitation,
implementation of analytics, purification, medical uses, regulatory
issues and patent affairs;
b. Advising and training
personnel designated by DNAP in the FIELD technology;
c. Advising on the status
of FIELD- related patents and prosecutions;
d. Advising on clinical
trials, medical uses and side effects of the FIELD;
e. Providing information on
new developments in the FIELD;
f. Providing expertise and
introduction to DR. SYTKOWSKI’s personal contacts in
the FIELD, including without limitation, scientific, medical,
biotech, regulatory and patent issues; and,
g. Working on the Tasks
described on the attached Exhibit “A”.
DR. SYTKOWSKI further agrees to render his
services conscientiously, consistent with the highest standards of
his profession, and to devote, subject to existing professional
duties, the requisite time, effort and abilities required to
satisfactorily perform his obligations during the term of this
AGREEMENT and any subsequent extension(s) thereto, and to do so in
such reasonable manner as DNAP and DR. SYTKOWSKI shall mutually
agree.
3. PAYMENT - As full consideration for
the services performed by DR. SYTKOWSKI hereunder, DNAP agrees to
compensate DR. SYTKOWSKI as follows:
1
a. ONE HUNDRED AND TWENTY
THOUSAND ($ 120,000.00) U.S. DOLLARS to be paid in twelve equal
monthly installments of TEN THOUSAND ($10,000.00) U.S. DOLLARS.
Each payment will be made within THIRTY (30) DAYS of the first day
of each month, with the first month commencing on the date of
execution hereof.
b. Upon presentation of
receipts, DNAP will reimburse DR. SYTKOWSKI for reasonable
out-of-pocket expenses incurred in connection with services
performed under this AGREEMENT, including but not limited to
airfare, lodging, meals, taxis, trains, extraordinary fee-based
computer searches and the like. Flights of greater than two (2)
hours will be business class or the next higher class above
economy, if DR. SYTKOWSKI so chooses. DR. SYTKOWSKI will invoice
DNAP for such travel and other expenses promptly after incurring
such charges and DNAP agrees to pay such invoices, subject to the
conditions of this paragraph, within THIRTY (30) DAYS of their
receipt.
c. DNAP agrees to reimburse
DR. SYTKOWSKI for airfare, lodging, meals, taxis, trains, and all
other reasonable out-of-pocket expenses incurred in conjunction
with attending two scientific/medical, biotechnology or
pharmaceutical related meetings per year, said meetings to relate
directly to the FIELD and/or to DR. SYTKOWSKI's consulting and
advisory services under this AGREEMENT. DR. SYTKOWSKI shall obtain
DNAP's consent prior to incurring such expenses. DR. SYTKOWSKI
agrees to invoice DNAP promptly after incurring such charges and
DNAP agrees to pay such invoices within THIRTY (30) DAYS of
their receipt.
d. In recognition of DR.
SYTKOWSKI’s knowledge and skill, DNAP agrees to make five
separate incentive payments to DR. SYTKOWSKI at the rate of TWENTY
FIVE THOUSAND ($25,000.00) U.S. DOLLARS per year to be paid on or
before each anniversary of the date of the August 1, 2005 agreement
between Dr. Sytkowski and DNAP.
4. MILESTONE CONTINGENT PAYMENTS -
DNAP agrees to make the following milestone payments to DR.
SYTKOWSKI following the completion of the described event to the
satisfaction of DNAP, and to the extent DR. SYTKOWSKI has not
received any monies from Beth Israel Deaconess Medical Center
(“BIDMC”) under any agreements between DR. SYTKOWSKI
and BIDMC relating to the described event:
a.
Initiation of the first Phase I trial of an erythropoietin or
erythropoietin-related product, TWENTY
FIVE THOUSAND ($25,000.00) U.S. DOLLARS.
b.
Initiation of the first
Phase II trial of an erythropoietin or
erythropoietin-related product, TWENTY FIVE THOUSAND
($25,000.00) U.S. DOLLARS.
c.
First regulatory approval of an erythropoietin or
erythropoietin-related product, TWENTY
FIVE THOUSAND ($25,000.00) U.S. DOLLARS.
d.
First commercial sale of an erythropoietin or
erythropoietin-related product, FIFTY THOUSAND ($50,000.00) U.S. DOLLARS.
DNAP’s
obligation to make these payments to DR. SYTKOWSKI will extend for
ten (10) years beyond the term of this AGREEMENT, or any
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