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December 28, 2005
MEMORANDUM OF
UNDERSTANDING
A Memorandum of
Understanding (MOU) between Quantum Molecular Pharmaceuticals, Inc,
(QMP), Imagin Diagnostic Centres, Inc. (IDC) and Positron
Corporation (POSC) together referred to as the
“parties”.
Whereas the
parties are desirous to collaborate to develop a new generation of
positron emission tomography (PET) technology using concepts and
research and development activities ( R & D effort) conceived
and to be implemented by Dr. Irving Weinberg of Rockville,
Maryland.
Whereas , Dr.
Irving Weinberg is an exclusive consultant to QMP. Whereas QMP has
agreed to create a support team for the implementation of the R
& D effort to be headquartered in Rockville, Maryland and at
Georgetown University in Washington, DC or an equivalent
research-based institution or entity. (“the institutional
research facility”).
Whereas POSC
has asked QMP and IDC to supplement the funding of these activities
through a joint venture. QMP, IDC and POSC agree that this MOU will
outline the agreement between the parties to proceed with this
joint effort. The parties agree as follows:
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The parties
will form a joint venture (JV) to be called Quantum Molecular
Technologies JV - (“QMTJV” or “JV”) which
will have an 51% participation for QMP, a 20% participation for
POSC and . iMAGIN Diagnostic Centres, Inc., (IDC) will retain
ownership of 29% of the QMTJV. QMP, IDC and POSC will
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