Exhibit 10.37

Exhibit
    10.37
    RESEARCH
      SPONSORSHIP AGREEMENT

    


    This
      Research Sponsorship Agreement is made and entered this 31st day of January
      ,
      2006 (“Effective Date”), by and between DNAPrint Genomics, Inc. a corporation
      organized and existing under the laws of Utah and having its principal offices
      at 900 Cocoanut Ave., Sarasota FL 34231 (“Company”) and Massachusetts College of
      Pharmacy and Health Sciences, 179 Longwood Avenue, Boston, MA 02115-5896
      (“MCPHS”). 

    


    BACKGROUND.

    


    A. MCPHS,
      by
      virtue of its role as an educational institution, carries out scientific
      research through its faculty, staff and students and is committed to bringing
      the results of that research into widespread use to the extent it is permitted
      to do so by its agreements with sponsors of research, and by the provisions
      of
      35 USC §§200-212
      and 37 CFR §401 et seq. and regulations pertaining thereto. 

    


    B. The
      Company currently licenses the entire right, title and interest in and to
      certain chemical compounds (“Compounds”) under a License Agreement between
      Company and Dr. Mark Froimowitz dated October 19, 2005 (the “License”). A list
      of the Compounds is attached hereto as Appendix A.

    


    C. The
      Company wishes to provide research sponsorship under which Dr. Mark Froimowitz
      (“Principal Investigator”) will lead at MCPHS a research project that relates to
      the Compounds.

    


    D. The
      Principal Investigator wishes to perform such research project in accordance
      with the terms and conditions set forth in this Research Sponsorship Agreement
      (hereinafter, “Agreement”).

    


    	1.  	
            DEFINITIONS.

          


    


      As
      used
      in this Agreement, the following terms shall have the following meanings:


    


    1.1  “Compound(s)”
      means: The material(s) identified in Appendix A subject to the License and
      other
      material(s), if any, to be supplied by Principal Investigator, from time to
      time, in accordance with the Research Plan (as defined below) together with
      any
      recreations, progeny, mutants, modified derivatives or unmodified derivatives
      thereof supplied by Principal Investigator or created by or on behalf of
      Company. Appendix A shall be updated from time to time, as may be necessary,
      to
      include new Compounds.

    


    1.2  “Company
      Representative” means: Mr. Richard Gabriel or such other representative as
      Company may subsequently designate in writing. 

    


    1.3  “Invention”
means:
      Any invention made by (a) the Principal Investigator and/or
      any other MCPHS employee, student, trainee (including without limitation
      post-doctoral research fellows) or contractor, in the performance of the
      Research during the Research Period, or (b) one or more employees or consultants
      of Company. 

    


    1.4  “Patent
      Rights” means: Any and all Patent Rights that claim, and only to the extent they
      so claim, an Invention. To the extent that any such claim covers subject matter
      that is not an Invention, such subject matter and any and all rights in it
      shall
      be excluded from Patent Rights. Patent Rights includes any
      and
      all (a) patents, (b) pending patent applications, including, without
      limitation, all provisional applications, substitutions, continuations,
      continuations-in-part, divisions, reissues, renewals, and all patents granted
      thereon, and (c) all patents-of-addition, reissue patents, reexaminations
      and extensions or restorations by existing or future extension or restoration
      mechanisms, including, without limitation, supplementary protection certificates
      or the equivalent thereof.

    


    1.5  “Technology”
      means:
      Patent Rights and Inventions, including new Compounds.

    


    1.6  “Non-Commercial
      Research Purposes” means: Use or practice of Technology for academic research
      and other not-for-profit or scholarly purposes which are undertaken at a
      non-profit or governmental institution that does not involve the production
      or
      manufacture of products for sale or the performance of services for a fee.
      

    


    1.7  “Research”
      means:
      The research actually conducted under the direction of the Principal
      Investigator by Principal Investigator and/or other employees, students,
      trainees (including without limitation post-doctoral research fellows) and
      contractors of MCPHS in accordance with the research plan set forth in Appendix
      B (“Research Plan”) of this Agreement during the Research Period and funded by
      Company pursuant to this Agreement. 

    


    1.8  “Research
      Period”
      means:
      The period beginning on the Effective Date and ending on the date one year
      thereafter,
      which
      period may be extended by mutual written agreement of the Principal Investigator
      and duly-authorized representatives of MCPHS and Company. 

    


    1.9  “Research
      Results” means: Any and all Inventions, materials, methods, processes, know-how
      and results discovered or acquired by, or on behalf of, Principal Investigator
      and/or any other employees, students, trainees (including without limitation
      post-doctoral research fellows) or contractors of MCPHS in the course of the
      performance of the Research, including Patent Rights.

    


    	2.  	
            SPONSORED
              RESEARCH.

          


    


    2.1  Principal
      Investigator will use his reasonable professional efforts to perform the
      Research in accordance with the Research Plan; however, failure to complete
      all
      aspects of the Research or to achieve any particular result(s) shall not, in
      the
      absence of other factors, be deemed a breach of this Agreement.

    


    2.2  The
      Research will be directed and supervised by the Principal Investigator, who
      shall have primary responsibility for the performance of the Research. If the
      Principal Investigator ceases to supervise the Research for any reason, MCPHS
      will so notify Company, and MCPHS may attempt to find among the scientists
      at
      MCPHS, a scientist or scientists acceptable to Company to assume the supervision
      of the Research in place of such Principal Investigator. If MCPHS does not
      propose to Company any scientist(s) to assume supervision of the Research,
      or if
      the scientist(s) so proposed is/are unacceptable to Company, then Company in
      its
      sole and absolute discretion, within sixty (60) days after receipt of such
      notice may elect to terminate this Agreement, including funding of the Research.
      Company shall promptly advise MCPHS in writing if Company so elects. Such
      termination shall terminate all obligations pursuant to Paragraph 2.1 above
      with
      respect to the Research. 

    


    2.3  The
      scope
      of work attempted to be directed by Principal Investigator under this Agreement
      shall be limited to the Research and the Research Period.

    


    2.4  

    (a)  Company
      shall pay MCPHS in support of the Research during the Research Period an
      aggregate amount of three hundred thousand dollars ($300,000). Such amount
      shall
      be paid in accordance with the schedule set forth in Appendix C of this
      Agreement, entitled, “Research Sponsorship Payment Schedule”. 

    


    (b)  Checks
      should be made payable to ________________and should identify Company and the
      Principal Investigator and be sent to:

     

    ______________

    ______________

    


    Attn.:
      Director

    


    (c)  Company
      shall not be obliged to expend funds in excess of those provided under this
      Article to conduct the Research. 

    


    (d)  Nothing
      in this Agreement shall be interpreted to prohibit MCPHS or the Principal
      Investigator from seeking and receiving funding from non-commercial
      sources,
      including government agencies and foundations, or from commercial entities
      for
      non-commercial purposes, to further support the Research; provided that such
      funding shall not be on terms that give such entity(ies) any rights to use
      any
      Invention(s), or Biological Materials (subject to any non-exclusive license
      for
      governmental purposes or other governmental or non-commercial rights reserved
      by
      a sponsor(s) as a condition of award of such funding). The Principal
      Investigator shall notify Company (i) upon making application for and (ii)
      upon
      receipt of any such funding.

    


    


    2.5  Principal
      Investigator shall submit written, quarterly reports to Company, setting forth
      the Research Results in sufficient detail to keep Company reasonably apprised
      of
      the progress of the Research. The first such report will be due on or before
      the
      date three (3) months after the Effective Date. Within sixty (60) days after
      the
      earlier of (i) expiration of the Research Period or (ii) termination of this
      Agreement, the Principal Investigator shall submit a comprehensive, final
      written report to Company. 

    


    2.6  

    (a)  Prior
      to
      public presentation or submission to a journal, the Principal Investigator
      agrees to submit for review to Company Representative the content of any
      manuscript, abstract, or presentation containing data and results of the
      Research. 

    


    (b)  Within
      30
      days of receipt of an early draft manuscript or an abstract or presentation
      from
      Principal Investigator, Company shall submit its comments, if any, to the
      Principal Investigator. The Principal Investigator shall make good faith efforts
      to incorporate and address all of the Company’s comments. The Principal
      Investigator, however, has sole decision-making authority over publication
      content.

    


    (c)  If
      Company has reason to believe that any such manuscript or abstract reveals
      a
      potentially patentable Invention, Company shall so notify MCPHS and Principal
      Investigator in writing within the time period indicated in subparagraph 2.6(b),
      above. In such case, Principal Investigator agrees to delay publication or
      public presentation, for purposes of patent filing, until the earliest to occur
      of the following: (i) the date of which a U.S. patent application has been
      filed
      by Company; or (ii) 60 days after the date of such notification by
      Company.

     

    2.7  Principal
      Investigator will promptly report any Invention to Company. 

    


    2.8  MCPHS
      and
      Principal Investigator shall act hereunder only as independent contractors,
      and
      nothing contained in this Agreement shall be construed to be inconsistent with
      that relationship or status. Under no circumstances shall MCPHS or any of its
      faculty, staff, students or agents, including without limitation Principal
      Investigator, be considered to be an employee or agent of Company. 

    


    	3.  	
            TITLE.

          


    


    3.1  MCPHS
      recognizes that the Company is providing enabling technology for creation of
      a
      database which allows investigators to hunt for new clinical markers. In
      recognition of the Company’s role, MCPHS agrees that the Company will own all
      Technology, Patent Rights and Inventions, including but not limited to,
      intellectual property, copyright, know-how, trade secrets, databases, software,
      and compounds developed by MCPHS personnel, including the Principal
      Investigator, alone or in collaboration with non-MCPHS personnel, as a result
      of
      the Research. Any MCPHS personnel associated with the Research or with access
      to
      the databases(s) used in the Research are bound by the terms and conditions
      of
      this Agreement. Notwithstanding the above, MCPHS will own any “platform
      technology” discovered as a result of pursuing the Research, and MCPHS hereby
      grants to the Company a perpetual, worldwide, royalty free, non-exclusive
      license to use such platform technology. The term “platform technology” shall
      mean technology which has generic use across a range of applications and is
      not
      specific to the Research. Additionally, MCPHS shall be able to utilize and
      practice the Technology for Non-Commercial Research Purposes. .

    


    3.2  As
      between the parties, all rights, title and interest in and to the Research
      Results, including any Inventions or Patents derived from the Research Results
      and the Compounds are and shall be owned solely and exclusively by Company.
      As
      between the parties, all rights, title and interest in and to the Technology
      are
      and shall be owned by Company. .

    


    3.3  MCPHS
      and
      Principal Investigator acknowledge
      and agree that any and all intellectual property produced, including physical
      products,
      ideas,
      designs, concepts, plans, programs or applications, during the course of this
      Agreement as a result of the Research, is and shall remain the Company’s sole
      property during and after the term of this Agreement. All
      inventions, ideas, processes, programs, software, and designs (including all
      improvements) (i) conceived (whether or not actually conceived during regular
      business hours) or made by MCPHS personnel, including the Principal
      Investigator, alone or in collaboration with non-MCPHS personnel during the
      term
      of this Agreement, and (ii) related to the Research, shall be disclosed in
      writing promptly to Company and shall be the sole and exclusive property of
      Company. The Principal Investigator shall cooperate with Company and its
      attorneys in the preparation of patent and copyright applications for such
      developments and shall promptly assign all such inventions, ideas, processes,
      and designs to Company. The decision to file for patent or copyright protection
      or to maintain such development as a trade secret shall be in the Company’s sole
      discretion. 

    


    3.4 MCPHS
      employees, personnel and agents, including Principal Investigator shall assign,
      sell and/or transfer to the Company the entire right, title and interest in
      and
      to any and all Inventions, applications and any and all letters patent which
      may
      be granted for Inventions that result during the course of the Research for
      the
      Company in the United States of America and its territorial possessions and
      in
      any and all foreign countries, divisions, reissues and continuations thereof,
      including the right to file foreign applications directly in the Company’s name
      and claim priority rights deriving from such United States application to which
      said foreign applications are entitled by virtue of international convention,
      treaty or otherwise. 

     

    


    	4.  	
            CONFIDENTIALITY.

          


    


    4.1  Except
      as
      otherwise provided in Paragraph 4.2, below, during the term of this Agreement,
      neither party shall disclose to any third party(ies), including without
      limitation any governmental patent office or agency, nor use except for the
      purpose of this Agreement any Confidential Information, as defined below, of
      the
      other party. Each party shall restrict the dissemination of the other party’s
      Confidential Information to its employees or agents who have a need to know
      such
      information in order to meet such party’s obligations under this Agreement and
      are bound by obligations of confidentiality and non-use comparable to those
      set
      forth in this Article 4.

     

    4.2  Nothing
      in this Agreement shall limit in any way (i) disclosure of information required
      by any applicable law, governmental regulator or court of competent jurisdiction
      or (ii) disclosure of information that is necessary to prevent imminent danger
      to the safety of one or more persons. Should either party be required to
      disclose Confidential Information provided by or on behalf of the other pursuant
      to part (i) of the preceding sentence, the receiving party shall notify the
      disclosing party reasonably in advance of such disclosure and shall take all
      reasonable measures to limit the amount of Confidential Information that must
      be
      disclosed.

     

    


    4.3  “Confidential
      Information” of a party means any and all information provided by or which will
      be provided or disclosed (whether or not purposely) by discloser to recipient,
      whether in tangible or intangible form, including, without limitation, business
      information, financial information, business forecast information, cash
      requirement information, organization information, valuation information,
      technical information and know-how, scientific information, research
      information, chemical structures, patents and patent applications, ideas, works
      of authorship, inventions, processes, experimental work, design details,
      specifications and engineering materials, in any form or format, including,
      without limitation, written, electronic, graphic, oral, visual, digital,
      electronic and/or machine readable; and all internal materials, data, results,
      reports and documents generated by or on behalf of the recipient containing
      or
      regarding any of the foregoing. With respect to tangible forms of such
      information, it must be clearly marked as “confidential” or “proprietary” at the
      time of disclosure, and with respect to any such information that is disclosed
      orally or visually, it must be designated as “confidential” or “proprietary” at
      the time of disclosure with subsequent written confirmation within thirty (30)
      days of such disclosure referencing the date of disclosure and identifying
      the
      information disclosed.

     

    Notwithstanding
      the foregoing, information disclosed to either party by the other shall not
      be
      deemed Confidential Information, and the recipient party will have no obligation
      with respect to such information:

     

    


    	(a)  	
            if,
              as of the date of disclosure, such information is part of the public
              domain; 

          


    


    (b)  if
      such
      information subsequently becomes part of the public domain through no act or
      omission of the recipient party;

    


    (c)  if
      the
      recipient party can show that such information was in its possession, as
      evidenced by written records, and had not been wrongfully acquired, directly
      or
      indirectly, from the provider party; or

    


    (d)  if
      such
      information is subsequently disclosed to the recipient by a third party not
      in
      violation of any obligation of confidentiality to the provider party;
      or

    


    (e)  if
      such
      information is independently developed by receiving party without the use of
      or
      reference to disclosing party’s confidential information. 

    


    	5.  	
            TERMINATION
              OF AGREEMENT.

          


    


    5.1  This
      Agreement, unless terminated as provided herein, shall remain in effect until
      the first anniversary of the Effective Date. 

    


    5.2  The
      Company may terminate this Agreement pursuant to Paragraph 2.2.

    


    5.3  In
      addition, this Agreement may be terminated as provided below:

    


    (a)  Material
      Breach.
      Any
      party may immediately terminate this Agreement if another party materially
      breaches this Agreement and such breaching party fails to cure the breach within
      thirty (30) days after receipt of written notice from the non-breaching party,
      such notice specifying in detail the nature of the breach. 

    


    (b)  Adverse
      Regulatory Action.
      This
Agreement
      may be
      terminated by any party immediately in the event of regulatory action which
      would necessitate such termination.

    


    (c)  Company
      Termination.
      Company
      may terminate this Agreement at any time upon ninety (90) days prior written
      notice to MCPHS and Principal Investigator, provided
      however,
      that,
      Company shall remain responsible for funding the Research through the end of
      such ninety (90) days.

    


    (d)  Duties
      Upon Termination.
      Upon
      termination pursuant to Paragraph 5.2 or 5.3, whether by MCPHS or by Company,
      MCPHS shall forward to Company all reports, data, research, analysis and any
      other tangible products resulting from the Research. 

    


    	6.  	
            INDEMNIFICATION.

          


    


    6.1  Company
      and MCPHS shall indemnify, defend and hold harmless each other and their
      respective current or former officers, directors, governing board members,
      trustees, officers, faculty, and professional staff, employees, students, and
      agents and their respective successors, heirs and assigns (collectively, the
      “Indemnitees”) from and against any claim, liability, cost, expense, damage,
      deficiency, loss or obligation or any kind or nature (including, without
      limitation, reasonable attorney’s fees and other costs and expenses of
      litigation) (collectively, “Claims”), based upon, arising out of, or otherwise
      relating to their respective obligations and duties under this Agreement.


    


    	7.  	
            USE
              OF NAMES.

          


    


    Neither
      party shall use the other party’s name or insignia, or any adaptation of them,
      and Company shall not use the name of the Principal Investigator or other MCPHS
      researcher(s), in any advertising, promotional or sales literature, without
      the
      prior written approval of the other party. This restriction shall not apply
      to
      (i) annual or other periodical reports prepared by either party in the normal
      course of business, (ii) press releases; and (iii) any information required
      by
      law to be disclosed to any governmental entity. In addition, the parties may
      acknowledge Company’s support for the Research being pursued under this
      Agreement. 

    


    	8.  	
            ASSIGNMENTS.

          


    


    Without
      the prior written consent of the other party in each instance, no party shall
      assign this Agreement or any of the rights granted or obligations assumed
      hereunder to any third party, whether voluntarily or involuntarily, by operation
      of law or otherwise. Any assignment purported or attempted to be made in
      violation of the terms of this Article 8 shall be null and void and of no legal
      effect. 

    


    	9.  	
            NOTICES.

          


    


    Any
      notices to be given hereunder shall be sufficient if signed by the party (or
      party’s attorney) giving same and either 

    


    	(a)  	
            delivered
              in person, 

          


    


    	(b)  	
            mailed
              certified mail return receipt requested, 

          


    


    	(c)  	
            made
              by overnight delivery, or 

          


    


    (d)  faxed
      to
      other party if
      the
      sender has evidence of successful transmission and if
      the
      sender promptly sends the original by ordinary mail, in any event to the
      following addresses: 

     

    If
      to
      Company: 

     

    DNAPrint
      Genomics, Inc.

    900
      Cocoanut Avenue

    Sarasota,
      FL 34231

     

    Attn.:
      Richard Gabriel

    
 

    facsimile:
      (941) 921-2821

    


    with
      a
      copy to: 

    


    Thomas
      P.
      McNamara, P.A.

    2909
      Bay
      to Bay Blvd.

    Suite
      309

    Tampa,
      FL
      33629

    


    Attn:
      Robert C. Sanchez, Esq.

    


    facsimile:
      (813) 837-1532

    


    If
      to
      MCPHS: 

    


    Massachusetts
      College of Pharmacy and Health Sciences

    179
      Longwood Avenue

    Boston,
      MA 02115-5896

    


    Attn.:
      Director (?)

     

    facsimile:
      _____________

    


    with
      a
      copy to:

    


    Robert
      Holmes

    ____________________

    ____________________

    


    facsimile:
      _________________

    


    If
      to
      Principal Investigator:

    


    Dr.
      Mark
      Froimowitz

    ___________________

    ___________________

    


    Facsimile:
      ________________

    


    By
      such
      notice a party may change its address for future notices. 

    


    Notices
      delivered in person shall be deemed given on the date delivered. Notices mailed
      shall be deemed given on the date postmarked on the envelope. Notices sent
      by
      overnight carrier shall be deemed given on the date received by such carrier,
      as
      indicated on the shipping manifest or waybill. Notices sent by fax shall be
      deemed given on the date faxed. 

    


    	10.  	
            MISCELLANEOUS,

          


    


    10.1  The
      interpretation and application of the provisions of this Agreement shall be
      governed by the laws of the Commonwealth of Massachusetts and the United States
      of America. 

    


    10.2  Company,
      MCPHS and the Principal Investigator shall comply with all applicable laws
      and
      regulations. 

    


    10.3  Legal
      title to Compounds shall be unaffected by this Agreement or any transfer made
      hereunder. 

    


    10.4  This
      Agreement shall not constitute, create, or in any way be interpreted as a joint
      venture, partnership, or formal business organization of any kind. 

    


    10.5  Waiver
      by
      a party of any obligation under this Agreement shall not be construed as waiver
      of any such subsequent or other obligation of the party hereunder. 

    


    10.6  Should
      a
      court of competent jurisdiction hold any provision of this Agreement to be
      invalid, illegal, or unenforceable, and such holding is not reversed on appeal,
      it shall be considered severed from this Agreement. All other provisions, rights
      and obligations shall continue without regard to the severed provision, provided
      that the remaining provisions of this Agreement are in accordance with the
      intention of the parties. 

    


    10.7  This
      Agreement constitutes the entire understanding between the parties and neither
      party shall be obligated by any condition or representation other than those
      expressly stated herein or as may be subsequently agreed to in a writing signed
      by the duly authorized representative of each of the parties. 

    


    10.8  This
      Agreement shall be binding upon the respective successors, legal representatives
      and assignees of MCPHS and Company. 

    


    10.9  This
      Agreement may be executed in multiple counterparts, each
      of
      which shall be deemed an original, but all of which, taken together, shall
      constitute one and the same instrument. 

    


    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives. 

    


    MASSACHUSETTS
      COLLEGE OF    
DNAPRINT
      GENOMICS, INC.

    PHARMACY
      AND HEALTH SCIENCES

    


     

    ______________________________                                           _____________________________       

    Name                                                                                                    
      Name

    Title                                                                                                      
      Title 

    


    


     

    
      ______________________________                                           _____________________________       

    

    Date                                                                                                     
      Date

    


    


     

    I,
      the
      undersigned, hereby confirm that I have read the Agreement, that its contents
      are acceptable to me and that I will act in accordance with its
      terms.

     

    ________________

    Dr.
      Mark
      Froimowitz

    


    


    ________________

    Date