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EXHIBIT
10.1
JOINT DEVELOPMENT AGREEMENT
This
Joint Development Agreement (“JDA”) is entered
into as of March 19, 2008 (“Effective Date”) by
and between Molnlycke Health Care
AB , a corporation incorporated under the laws of
Sweden, with a principal place of business in Gothenburg,
Sweden (“MHC”) and Quick-Med Technologies,
Inc. , a Nevada corporation, having its principal
office at 902 NW 4 th
Street, Gainesville, Florida 32601 (hereinafter referred to as
“QMT”).
WHEREAS
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QMT
is engaged inter alia in the development of technologies related to
medical health care applications.
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MHC
is interested in incorporating QMT’s Quick-Med Technology
into certain ***** products manufactured by MHC.
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QMT
is willing to grant to MHC licenses (the “ Licenses ”) to
use certain Know-how and Patent(s), which is the subject of ongoing
negotiations concerning a license agreement for same.
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The
Parties wish to commence with the tasks and responsibilities
described in the so-called Joint Development Agreement
(“JDA”), which is attached hereto as Attachment –
JDA1.
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NOW THEREFORE the Parties hereto hereby agree as
follows.
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1.
Performance of
JDA . The parties agree to perform in
accordance with the terms of the JDA, as set forth in
Attachment – JDA1, commencing immediately, and MHC
agrees to pay the sums set forth in the JDA when they become
due and owing as provided in the JDA. For the
purpose of clarity, the performance of the JDA by both
Parties is understood as being an integral part of an ongoing
cooperative project aimed at resulting in a commercially
viable technology to be incorporated in the certain MHC
products under a global technology
license. However, by entering into this JDA, both
Parties acknowledge and understand that neither Party is
obligated to enter into any other or further Agreement
between each other.
2.
Term
. This JDA shall remain in force until 30 June 2008
or until the Parties sign a License Agreement covering the
Know-how and Patents that are the subject of this JDA,
whichever is first.
3.
Results from
JDA . The information, data, results,
reports, deliverables and other outputs or outcomes from the
performance of the JDA shall be jointly owned by both Parties
during the term of the JDA, and shall be considered
Confidential Information.
4.
Confidentiality
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4.1. Unless
otherwise agreed in writing, the Parties specifically
covenant and agree to hold all Confidential Information, and
any records and documents containing Confidential
Information, in the strictest confidence, and will not
disclose, divulge or reveal Confidential Information to any
person or persons whomsoever other than (a) to its employees
as necessary and appropriate for the exclusive purpose of
enabling such employees to perform their ordinary, day-to-day
duties associated with performing QMT’s work for or
directly related to MHC; or (b) as specifically authorized by
the non-disclosing Party in writing.
4.2. “Confidential
Information” as used herein means ideas, designs,
records, plans, drawings, intellectual property, products,
product samples, processes, systems, documents, writings,
manuals, inventions, discoveries, formulae, prices, price
lists, practices, business plans, business
methods, trade secrets, and all other information designated
by the Parties individually or jointly to be
“Confidential Information” (in writing, orally,
or otherwise), with the sole exception of information
available to the general public, without
restriction.
*****
This material has been omitted pursuant to a request for
confidential treatment and filed separately with the
Securities and Exchange Commission.
5.
Cooperation
. If applicable, QMT shall provide reasonable
cooperation with MHC in preparing and filing any patent
applications on the MHC Technology.
6.
Independent
Contractors . When performing under this
JDA, QMT and MHC shall act at all times as independent
parties. Nothing contained herein shall be
construed or applied so as to create the relationship of
principal and agent or of employer and employee between QMT
and MHC. Neither party sha
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