PBI Agreement of facility use for INADS

Agreement of Facility and Equipment use: This Agreement, entered into between the Institute of Advanced Sciences, Inc (IAS) and the Prime Bio, Inc (PBI).

Scope of Work and Budget:

1. Scope of Work: the proposed research work for IAS can be performed at PBI, Dartmouth MA. This is a long term cooperation agreement. The current agreement will be effective for three years.

1. Budget- The cost will be $ 5000.00 per month.

1. Deliverables- The following deliverables are expected.

IAS will have access to major equipments at PBI which will be defined for individual research projects. The following facilities from PBI will support IAS.

Cell Biology facility: to perform mammalian cell culture, in-vitro assay, development of cell-based assays on proliferation, differentiation, metabolism, inflammation, toxicity, motility, and morphology.

Molecular Biology facility: to perform cloning, polymerase chain reaction, and site directed mutagenesis, gene expression, and gel electrophoresis. We are capable of performing Southern blotting, Northern Blotting, and Western Blotting.

Protein Chemistry facility: to perform protein chromatography, characteristic analysis of protein, and protein labeling.  We have extensive experience in Gel electrophoresis, 1D and 2D gel, SDS-PAGE. We have the expertise in isolation, purification, and characterization of botulinum neurotoxins and other natural products form bacterial, plants, and animal sources for research and product development for health and environment.

1. Timeline- Start Date: Jan 1, 2014

                      End Date: Jan 1, 2017

Total Price: $ 60,000 annually. $180,000 for three years.

General Guidelines and Requirements:

1. For purposes of this agreement, any reference to facilities includes reference to any property of the PBI, including equipment and materials.

2. Every personnel are required to abide by all PBI guidelines, requirements and other restrictions regarding usage of the PBI facilities.

3. Users of the PBI facilities agree to use utmost care in the use of facilities and agree to leave the facilities in good, clean normal function conditions.

4. The PBI reserves the right to schedule other activities and events in other parts of the PBI facilities.

      ____________________________________   __________________

Institute of Advanced Sciences, Inc                                         Date

Dr. Bal Ram Singh, President and CEO

____________________________________   __________________

Prime Bio, Inc                                                                                         Date

Dr. Lei Wang, Director of R&D.                                    

1. Parties.  This Agreement is between the PBI and IAS.

2. Services and Scope of Work.  PBI shall utilize reasonable efforts to perform the services described in the Scope of Work.

3. Confidentiality.  The term “Confidential Information” includes trade secrets, business methods, business records and files, and similar information that has been identified in writing by the disclosing party as being confidential or proprietary information.  PBI and IAS acknowledge that during the course of this Agreement, they and their respective officers, directors, trustees, employees, agents, and other representatives who need to know Confidential Information for purposes of this Agreement ( “Representatives”) may have access to and knowledge of Confidential Information of the other party.  PBI and IAS shall maintain Confidential Information in confidence for three years after disclosure, except Representatives may use Confidential Information solely for performance of this Agreement.  The obligations of this Section 3 do not apply to the extent a party receiving Confidential Information demonstrates that the Confidential Information (a) is or becomes publicly known, (b) is independently developed, (c) is disclosed by a third party, or (d) is required to be disclosed to comply with applicable laws or regulations or with a court or administrative order.  This section survives termination of this Agreement.

4. Intellectual Property Rights.  Ownership of intellectual property that is generated as a result of activities associated with this Agreement shall be determined by IAS United States patent or copyright law where ownership follows the employer of the inventor or author. IAS shall have the first option to negotiate an exclusive field of use license for PBI-owned intellectual property developed during the course of and in connection with this Agreement. IAS has thirty (30) days after disclosure of intellectual property rights by PBI to exercise its right to negotiate a license for the intellectual property after which the parties shall negotiate in good faith for six (6) months.  If IAS fails to exercise its option or the parties fail to reach agreement, PBI may offer the rights to the intellectual property to any third party.

5. Indemnification.  IAS shall rely on its own judgment in making decisions with respect to all engineering and technical matters affecting the design, construction, material, and other aspects of anything performed by PBI pursuant to this Agreement.  IAS shall indemnify, defend, and hold harmless PBI and its employees, trustees, officers, students, and agents and their respective successors, heirs, and assigns against any liabilities, claims, demands, causes of action, or expenses, including attorneys’ fees, related to this Agreement or concerning any product, process, or service that is made, used, or sold pursuant to any right or license granted pursuant to this Agreement.  This provision survives termination of this Agreement.

6. Termination.  If either party commits a material default under this Agreement and fails to cure that default within thirty (30) days after receiving written notice of the default, the non-defaulting party may terminate this Agreement and pursue any other remedies available at law or in equity against the defaulting party.

7. Other Agreements.  This Agreement sets forth the entire understanding between the parties with respect to its subject matter, and supersedes all prior agreements between the parties relating to its subject matter.

8. Relationship of Parties.  Each party is an independent contractor and not an agent or employee of the other party.

9. Amendment and Waiver.  This Agreement may only be modified by a written instrument signed by both parties.  Any waiver of rights or failure to act in a specific instance relates only to that instance and is not an agreement to waive any rights or fail to act in any other instance, whether or not similar.

10. Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity or unenforceability does not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve (to the extent possible) their original intent. 

11. Binding Effect.  This Agreement is binding upon and inures to the benefit of the parties, their successors and assigns.

12. Impact Reports.  IAS acknowledges that PBI is a publicly supported program and that some data regarding the impact of this project must be collected by PBI to report to government sponsors.  IAS agrees to provide response to reasonable requests for follow-up information regarding this Agreement.

13. Choice of Law and Forum.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.  Each party agrees that any legal action arising out of or in connection with this Agreement shall be brought in the Massachusetts Superior Court in Suffolk County.  This provision survives termination of this Agreement.