Exhibit 10.1


 


Research Agreement


 


Pfizer
Inc, a Delaware
corporation with an address at 235 East 42nd Street, New York, NY 10017 and its
Affiliates (“Pfizer”), and Power3 Medical Products,
Inc. (“Power3”), a New York corporation with an address of 3400 Research
Forest Drive, The Woodlands, TX  77381,
enter into this Agreement for the conduct of studies described below.


 


1.             DEFINITIONS:  “Affiliates”
for shall mean any corporation, firm, partnership or other entity which
directly or indirectly controls, is controlled by, or is under common control
with either of the parties.


 


2.             SCOPE OF WORK:  Pfizer
would like to further evaluate the NuroPro assay capabilities. Power3 has
agreed to test blinded and unblinded samples provided by Pfizer to facilitate
the evaluation (“Study”) attached to and made part of this Agreement as Exhibit
A.  Power3, under the direction of
principal investigator Dr. Ira Goldknopf (“Principal Investigator”), will
perform the Study.


 


3.             TERM:  The term of
this Agreement is for twelve (12) months from the date of the last party to
execute this Agreement.


 


4.             INFORMATION EXCHANGE:  There shall be no funding supplied by either Party to
conduct the Proposal, provided, however, that Pfizer will provide Power3 with
the materials as described below, and Power3 will perform the work described in
the Study, and the Parties will exchange information as required to complete
their respective obligations under this Agreement.


 


5.             INTELLECTUAL
PROPERTY: Power3 will provide Pfizer with the results of the Study
in the format given in Exhibit A.  Pfizer
and Power3 will be free to use the results of the Study for their own research
purposes.  With that exception, neither
Party conveys any intellectual property to the other.


 


6.             CONFIDENTIALITY: 
Neither Party will disclose any confidential information to the other
under this Agreement.


 


7.             TRANSFER
OF MATERIALS:  In order to complete the Proposal, Pfizer
shall send to Power3 Pfizer biological samples (“Materials”), described in the
Proposal.  Pfizer will be responsible for
packaging and sending the Materials to


 


 





















 


Power3 with an appropriate method, time and destination to be agreed
upon by both Parties as necessary. 
Power3 agrees:


 


i.      to use the Materials only to complete the
work in the Proposal;


 


ii.     that it will not transfer the Materials to
any third parties;


 


iii.            that the Materials will be used only in Power3
laboratories and only by laboratory personnel under Power3’s immediate and
direct control;


 


iv              that the Materials will be received, handled, stored,
used and disposed of in compliance with all applicable federal, state and local
laws, regulations and guidelines, and in accordance with safe and prudent
practices;


 


v.              that Power3 has adequate systems, procedures and
personnel to review and oversee arrangements for the receipt, handling,
storage, use and disposal of experimental materials of the nature of the
Materials and that they will ensure that all persons involved in receiving,
handling, storing, using or disposing of the Materials are adequately qualified
by training and experience to do so safely and legally.


 


8.             RIGHTS TO MATERIAL:  The furnishing of the Materials by Pfizer to Power3
shall not constitute any grant or license to Power3 under any legal rights now
or later held by Pfizer, other than as stated in this Agreement.  The furnishing of the results of the Proposal
by Power3 to Pfizer shall not constitute any grant or license to Pfizer under
any legal rights now or later held by Power3, other than as stated in this
Agreement.


 


9.             REPORTS:  A written
summary report will be submitted by Power3 to the Pfizer describing the results
of the Proposal within thirty (30) days following completion of the Proposal.


 


10.          PUBLICITY:  No press
releases or other statements, intended for use in the public or private media,
in connection with this Agreement shall be made by Pfizer or Power3 without the
prior written consent of the other Party. 
If either Party is required by law or governmental regulation to
describe its relationship to the other, it shall promptly give the other Party
notice with a copy of any disclosure it proposes to make.  This does not include internal documents
available


 


 


2





















 


to the public, which
identify the existence of this agreement.


 


11.           ENTIRE
AGREEMENT:  This Agreement
sets forth the entire agreement between Pfizer and Power3 as to its subject
matter.  None of the terms of this
agreement shall be amended except in writing signed by both parties.


 


12.           BREACH:  If either party breaches this agreement, the
other may terminate it if the breaching party does not cure the breach within
thirty (30) days of written notice of the same. 
The right of termination shall be an addition to any other rights the
terminating party may have, at law or equity, pursuant to this Agreement.


 


13.           COMPLIANCE
WITH LAWS:  Both Pfizer and
Power3 shall comply in all material respects with the requirements of all
applicable laws, rules, regulations and orders of any government authority in
handling or disposing of biological reagents.


 


14.           CHOICE OF
LAW:  This Agreement shall be
construed in accordance with the laws of the State of New York.


 


	
  Agreed:

  	
   

  	
   

  	
  Agreed:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Power3 Medical Products, Inc.

  	
   

  	
  Pfizer Inc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven B.
  Rash

  	
   

  	
  By:

  	
  /s/ BJ Bormann

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Steven B. Rash

  	
   

  	
  BJ Bormann

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chairman &
  CEO

  	
   

  	
  Vice President,
  Strategic Alliances

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  10/13/05

  	
   

  	
  Date:

  	
  10-11-2005

  	
   

  
													



 


3