exv10w17



 





Exhibit 10.17




SPONSORED RESEARCH AGREEMENT



THIS SPONSORED RESEARCH AGREEMENT (“Agreement”) is made and entered into this
1st day of December, 2006 (hereinafter “Effective Date”) by and between
Lifeline Cell Technology, Inc., with offices located at 3355 Lenox Road NE, Suite 415, Atlanta, GA
30326 (hereinafter referred to as “Sponsor”) and Emory University, with offices located at 1784 N.
Decatur Road., Suite 510, Atlanta, Georgia 30322 (hereinafter referred to as “Emory”). “Parties”
mean Sponsor and Emory and “Party” means Sponsor or Emory.




WITNESSETH



WHEREAS, Sponsor wants to fund a research project titled: “Electron Microscopy of Tissue
Constructs” (“Research Project”) to be performed at Emory; and



WHEREAS, Emory wants to perform such Research Project; and



WHEREAS, Sponsor is interested in supporting the Research Project through providing
Sponsor’s tissue constructs (“Tissue Constructs”) free of charge and funding in support of
such Research Project; and



WHEREAS, Sponsor and Emory have agreed to enter into this Agreement to set forth the terms
pursuant to which the Research Project shall be performed by Emory.



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
Parties hereto agree to the following:




ARTICLE 1. DEFINITIONS




As used herein, the following terms shall have the following meanings:





	1.1	 	“Contract Period” shall be from the Effective Date of this Agreement until the
Research Project is completed or this Agreement is terminated in accordance with Article 9
below.






	1.2	 	“Emory Intellectual Property Rights” shall mean all intellectual property rights (including
patents, trademarks, service marks, copyrights and applications for all of the foregoing)
which were owned by or licensed to Emory prior to the Effective Date or which result from work
performed by one or more employees of Emory not pursuant to the Research Project.





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	1.3	 	“Material Transfer Record” shall mean the Material Transfer Record form, attached
hereto as Exhibit 1 and incorporated by reference, on which the Tissue Constructs
transferred by Sponsor to Emory and Principal investigator under this Agreement are to be
specified and recorded.
	 
	1.4	 	“Principal Investigator” shall mean Henry F.
Edelhauser, M.D., who is an employee of
Emory, and who shall be responsible for the conduct of the Research Project and for direct
supervision of any person(s) assisting with the Research Project at Emory.
	 
	1.5	 	“Project Intellectual Property” shall mean all inventions, improvements or
discoveries, whether or not patentable or copyrightable, which are conceived or made by one or
more employees of Emory during the Contract Period and directly result from work performed
pursuant to the Research Project.
	 
	1.6	 	“Research Project” shall mean the research project titled: “Electron Microscopy of Tissue
Constructs” which is described in Exhibit 2 attached hereto and incorporated by reference, to
be performed under the direction of the Principal Investigator.
	 
	1.7	 	“Sponsor Intellectual Property Rights” shall mean all intellectual property rights (Including
patents, trademarks, service marks, copyrights, drug registrations and applications for all of
the foregoing) which were owned by or licensed to Sponsor prior to the Effective Date or which
result from work performed by one or more employees of Sponsor not pursuant to the Research
Project, including, but not limited to Tissue Constructs.
	 
	1.8	 	“Tissue Constructs” shall mean those culturing cells and tissue constructs relating to the
human eye provided by Sponsor to Emory and Principal Investigator under this Agreement in
accordance with Section 3.2 below.





ARTICLE
2. PERFORMANCE OF THE RESEARCH PROJECT





	2.1	 	Principal Investigator shall commence performance of the Research Project promptly after the
date of the last to sign below, and shall use reasonable efforts to perform the Research
Project substantially in accordance with the terms and conditions of this Agreement. Sponsor
and Emory may, at any time, amend the Research Project by written agreement in accordance with
Section 14.1 below.






	2.2	 	During the Contract Period, on reasonable prior notice and during normal business hours,
with reasonable frequency, Principal Investigator will be available during the
Contract Period to meet with representatives of Sponsor at times and places mutually agreed
upon to discuss the progress and results of the Research Project.





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	2.3	 	Principal Investigator shall submit a final written report to Sponsor within forty-five
(45) days of completion of the Research Project or termination of this Agreement by either
Party in accordance with Section 9.3 or by Sponsor in accordance with Section 9.2 below. The
report will describe the methods used in performing the Research Project, the results
obtained with full data analysis, and the Principal investigator’s interpretation of the
results.
	 
	2.4	 	Principal Investigator shall perform the Research Project (i) in accordance with Exhibit 2
and this Agreement, and (ii) in accordance with all applicable U.S. federal, state and local
laws, rules and regulations.





ARTICLE 3. TISSUE CONSTRUCTS





	3.1	 	Where contemplated by the Research Project, Sponsor will provide appropriate quantities of
Tissue Constructs to the Principal Investigator as needed to conduct the Research Project.
All Tissue Constructs, and all title, interests, and rights therein, shall remain the sole
property of Sponsor. Emory and Principal Investigator agree not to make any modifications
of any Tissue Constructs, and agree that any invention or discovery made in violation of the
foregoing shall vest automatically and exclusively in Sponsor, Emory and Principal
Investigator agree, to the extent not already published, not to sequence, analyze or otherwise
determine the chemical structure or physical properties of any Tissue Constructs, unless
specifically contemplated by the Research Project.






	3.2	 	Tissue Constructs will be provided under the terms of this Agreement and in such amount as
described in the written Material Transfer Record for the particular
transfer. Duplicate
originals of the Material Transfer Form shall be completed and signed by the Principal
Investigator and Sponsor, or its designated vendor, upon each such material transfer and one
such fully executed form shall be retained by Principal Investigator and Sponsor with a
signed copy appended to this Agreement. All Tissue Constructs shall be stored in a
restricted area and handled, used and disposed of in accordance with
all applicable U.S.
federal, state and local laws, rules and regulations. Upon conclusion of the Research
Project or upon request by Sponsor, Emory and Principal Investigator shall discontinue use of
all Tissue Constructs and will arrange for the return to Sponsor, at Sponsor’ expense, or for
the lawful disposal of all unused Tissue Constructs (and shall provide written certification
of same), as elected by Sponsor.






	3.3	 	All Tissue Constructs, which shall be considered Confidential Information of Sponsor and
subject to the provisions of Article 5, provided by Sponsor shall be used solely to conduct
the Research Project, and not for any other purpose. The Tissue Constructs shall not be made
available to any person or entity other than Emory personnel working under the immediate
control and supervision of the Principal Investigator in furtherance of the Research Project.
Tissue Constructs may not be transferred or taken by the Principal Investigator to another
institution or company without the prior written consent of Sponsor. Tissue Constructs shall





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	 	 	not be used for research, testing or treatment involving human subjects or for
making any decisions relating to human diagnosis or care.
	 
	3.4	 	All Tissue Constructs delivered by Sponsor are experimental in nature and are to be used
in a safe manner and in accordance with all applicable U.S. governmental rules and
regulations. SPONSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY TISSUE CONSTRUCTS AND EXPRESSLY DISCLAIMS
ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE.





ARTICLE 4. COSTS AND PAYMENTS





	4.1	 	Subject to Article 2 above, Sponsor shall pay Emory Seven Hundred Sixty Five U.S.
Dollars ($765.00 USD) within thirty (30) days of receipt of invoice for each completed
electron microscopic analysis of each Tissue Constructs.






	4.2	 	All payments shall refer to this Agreement, the Principal Investigator’s name and Emory’s
reference number UPN 06112006. Checks will be made payable to Emory University (Tax ID —
58-0566256) and forwarded to this address:




Attn: Kathleen Hall, Assistant Director 
Office
of Grants & Contracts Accounting 
Emory
University 

1784 N. Decatur Road, Suite 530

Atlanta, GA 30322



Phone: 404-727-4240 
Fax:
404-727-2647





	4.3	 	Emory shall retain title to any equipment purchased with funds provided by Sponsor under this
Agreement.





ARTICLE 5. PUBLICITY





	5.1	 	Sponsor and Emory shall not use, expressly or by implication, any trademark, trade name,
abbreviation, or adaptation thereof, or the name of the other in any public communication
without the express written approval of the Party whose name is to be used; provided, however
that the limitations in this Article 5 shall not apply to any documents which may be necessary
or appropriate for Sponsor or Emory to provide to a U.S. federal, state, or local governmental
agency or in scientific publications and grant applications or
Institutional reports.
Notwithstanding the foregoing, either Party may publish or otherwise publicly disclose the
fact that it has a contractual relationship with the other Party.





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	5.2	 	Sponsor will not use, nor authorize others to use, the name, symbols, or marks of
Emory in any advertising or publicity material or make any form of representation or
statement in relation to the Research Project which would constitute an express or implied
endorsement by Emory of any commercial product or service without prior written approval
from Emory.





ARTICLE 6. CONFIDENTIALITY





	6.1	 	Sponsor may disclose to Emory certain confidential and proprietary information and materials
relating to the Tissue Constructs and Emory may disclose to Sponsor certain confidential and
proprietary information relating to the Research Project for the purpose of facilitating,
supporting and/or conducting such Research Project. All confidential and proprietary
information exchanged by Sponsor and Emory shall constitute “Confidential
Information.” Emory Confidential Information shall not include Project Data, as defined in
Section 8.9.






	6.2	 	In consideration of Sponsor’s and Emory’s disclosure of Confidential Information to each
other, each Party agrees that, for a period of five (5) years from the Effective Date of this
Agreement, it shall retain in confidence the Confidential Information belonging to and
received from the other Party hereunder, and shall use reasonable care to prevent disclosure
by it of such Confidential Information to third parties. These restrictions shall not apply to
Confidential Information which:






(i) at the time of disclosure is or thereafter becomes available to the public
through no fault of the receiving Party; or




(ii) as shown by written records, was known to, or was otherwise in the
possession of the receiving Party or its Affiliate prior to the receipt of such
Confidential Information from the other Party; or




(iii) is obtained by the receiving Party from a source other than the other
Party and other than one who would be breaching a commitment of confidentiality to
that other Party by disclosing the Confidential Information to the receiving Party;
or




(iv) is developed by the receiving Party or its Affiliates independently of any
disclosure made hereunder; or




(v) is required to be disclosed by law or court order provided that the
disclosing Party give the providing Party prior notice of such required disclosure.




	6.3	 	The obligations set forth in this Article 6 shall survive expiration or earlier termination
of the Research Project, as provided for herein. Upon completion of the Research Project, the
receiving Party will return to the providing Party or





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destroy (as directed by the providing Party) all copies of Confidential Information;
except that, one (1) archival copy of such Confidential Information may be retained by the
receiving Party, solely for the purpose of monitoring on-going
obligations hereunder.



ARTICLE 7. PUBLICATIONS





	7.1	 	Sponsor acknowledges that Emory is an academic institution and that the Principal
Investigator and his collaborators shall be free to publish the Project Data (as defined
below) without restraint provided that such publication does not contain Confidential
Information that is owned by Sponsor. The Principal Investigator and Emory’s personnel
performing the Research Project shall be authorized to present at national or regional
symposia and professional meetings and to publish in journals, theses or dissertations, or
otherwise of their own choosing, data, methods and results of the Research Project.
Notwithstanding the foregoing, Sponsor shall have the right to review each publication and
presentation (including, but not limited to, full papers, abstracts, poster presentations and
oral presentations) of results of the Research Project prior to its submission to anyone not
affiliated with Sponsor or Emory. A copy of each proposed publication and presentation shall
be submitted to Sponsor for review at least forty-five (45) business days (or fifteen (15)
business days in the case of abstracts and full papers, posters presentations and oral
presentations not exceeding two (2) double spaced pages in length) prior to such submission.
Sponsor agrees to hold all such proposed publications and presentations in confidence. If
Sponsor determines that the proposed publication or presentation contains Confidential
Information of Sponsor or patentable subject matter which requires protection, Sponsor may
require the removal of its Confidential Information and/or the delay of the publication or
presentation for a period of time not to exceed ninety (90) days from the date of receiving
the proposed publication or presentation from Emory or Principal Investigator for the purpose
of allowing the pursuit of such protection, such as the filing of a patent application
claiming an invention. If Sponsor does not provide such written response to Emory and/or
Principal Investigator before the expiration of the forty-five (45) day period (or fifteen
(15) business days in the case of abstracts and full papers, posters presentations and oral
presentations not exceeding two (2) double spaced pages in length), Emory and the Principal
Investigator shall be free to publish or present the results of the Research without
restriction hereunder. If requested by Sponsor, Emory and Principal Investigator agree to
include an acknowledgement of Sponsor’s financial and technical support of the Research
Project in any publication of the Project Data.





ARTICLE 8. INTELLECTUAL PROPERTY, PATENTS, PROJECT DATA





	8.1	 	All Sponsor Intellectual Property Rights shall remain the property of Sponsor or its
licensor, as the case may be. Emory shall not acquire any right, title or interest in any
Sponsor Intellectual Property Rights as a result of the performance of the





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	 	 	Research Project except that it may use Sponsor Intellectual Property Rights solely for the
performance of the Research Project in accordance with this Agreement.
	 
	8.2	 	All Emory intellectual Property Rights (whether or not used by Emory to make and/or develop
any Project Intellectual Property, Project Data or results hereunder) shall remain the
property of Emory or Emory’s licensor, as the case may be. Sponsor shall not acquire any
right, title or interest in any Emory Intellectual Property Rights as a result of Emory’s
performance of the Research Project under this Agreement.
	 
	8.3	 	All right and title to Project Intellectual Property shall belong to Emory and shall be
subject to the terms and conditions of this Agreement.
	 
	8.4	 	Emory shall promptly and fully disclose to Sponsor any Project Intellectual Property.
Sponsor agrees to hold all disclosed Project Intellectual Property in confidence until a
patent application(s) is filed to protect the invention(s) encompassed within the disclosed
Project Intellectual Property as provided for herein. Within sixty (60) days of such
disclosure, Sponsor shall notify Emory in writing if it wants Emory to pursue patent
protection for such Project Intellectual Property. Emory shall promptly prepare, file and
prosecute any US or foreign applications requested by Sponsor to protect such Project
Intellectual Property, Sponsor shall bear all costs incurred in connection with such
preparation, filing, prosecution, and maintenance of U.S. and foreign application(s). Sponsor
shall cooperate with Emory to assure that such application(s) will cover, to the best of
Sponsor’s knowledge, all items of commercial interest and importance. Emory shall be
primarily responsible for making decisions regarding the scope and content of such patent
application(s) and the prosecution thereof. Sponsor shall be given the opportunity to review
and comment upon such patent application(s). Emory shall keep Sponsor advised as to all
developments with respect to such application(s) and shall promptly supply Sponsor with copies
of all papers received and filed in connection with the prosecution thereof in sufficient time
for Sponsor to comment thereon.
	 
	8.5	 	If Sponsor elects not to request that Emory prepare and file a patent application covering
any Project Intellectual Property disclosed to Sponsor pursuant to Section 8.4 above or if
Sponsor decides to discontinue the financial support of the prosecution or maintenance of any
patent applications or patents covering such disclosed Project Intellectual Property, such
Project Intellectual Property shall not be subject to Section 8.7 below and Emory shall be
free, at its election, but without obligation, to file, prosecute, abandon or maintain any
patents or patent applications covering such Project Intellectual Property and to grant rights
to such Project Intellectual Property to other third parties.
	 
	8.6	 	Subject to Sponsor’s compliance with all the terms of this Agreement, Emory hereby grants to
Sponsor a non-exclusive, worldwide, royalty free license for the





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	 	 	manufacture, sale and use of any invention encompassed within Project Intellectual Property
that relates directly to Tissue Constructs or contains or makes use of Sponsor Confidential
Information.
	 
	8.7	 	Subject to Sponsor’s compliance with all the terms of this Agreement and subject to any
pre-existing rights of any third parties including the United States government, Emory
hereby grants Sponsor a fully paid-up exclusive option to negotiate an exclusive,
sublicensable, worldwide license for the manufacture, sale and use of any invention
encompassed within Project Intellectual Property on terms to be
mutually agreed. The license
shall include terms which require Sponsor to reimburse Emory for all un-reimbursed
expenses incurred in obtaining patent protection for any licensed technology and shall
further require Sponsor to defend, hold harmless, and indemnify Emory against all claims or
damages arising from the commercial exploitation of any licensed
technology. The license
agreement shall include reasonable fees and royalty payments in accordance with industry
standards. The license shall further include terms and conditions typically found in
license agreements entered into between universities and biotechnology or
pharmaceutical companies involving similar technology. All such remaining terms and conditions
shall be negotiated in good faith by Emory and Sponsor.
	 
	8.8	 	The term of Sponsor’s option respecting any Project Intellectual Property disclosed
shall commence upon the Effective Date and terminate six (6) months after such Project
Intellectual Property is disclosed to Sponsor. Sponsor may exercise its option to negotiate
a license by informing Emory in writing during the term of the option. If Sponsor and Emory
cannot reach agreement on the terms of the license within six (6) months after the date
Sponsor exercised its option in writing or if Sponsor chooses to not exercise its option
during the term of the option, Emory shall be free to license such disclosed Project
Intellectual Property to other third parties.
	 
	8.9	 	All data (including without limitation, written, printed, graphic, video and audio material,
and information contained in any computer data base or computer readable form), methods and
results created or developed by Emory and Principal Investigator in performing the Research
Project during the Contract Period (“Project Data”) shall be the property of Emory, which may
utilize the Project Data in any way it deems appropriate, subject to and in accordance with
applicable U.S. state and federal laws and the terms of this Agreement. Sponsor shall have
unrestricted access to the Project Data, and may use it for any purpose it deems fit subject
to and in compliance with applicable U.S. state and federal laws and the terms of this
Agreement.





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ARTICLE 9. TERM AND TERMINATION





	9.1	 	This Agreement shall become effective upon the Effective Date and shall continue until the
end of the Contract Period, unless sooner terminated in accordance with the provisions of this
Article 9.






	9.2	 	If either Party commits any breach or defaults upon any of the material terms or conditions
of this Agreement, and fails to remedy such default or breach within ninety (90) days after
receipt of written notice thereof from the other Party, the Party giving notice may, at its
option and in addition to any other remedies which it may have at law or in equity, terminate
this Agreement by sending notice of termination in writing to the other Party to such effect,
and such termination shall be effective as of the date of the receipt of such notice.






	9.3	 	Either party may terminate this Agreement for any reason, other than those listed here, upon
thirty (30) days prior written notice to the other.






	9.4	 	Effect of Termination. In the event of termination hereunder, other than as a result
of an uncured material breach by Emory, the total sums payable by Sponsor pursuant to this
Agreement shall be equitably prorated for actual work performed and
all costs accrued by Emory
to the effective date of termination, including all non-cancelable obligations.






	9.5	 	Survival. Termination of this Agreement shall not affect the rights and obligations
of the Parties that accrued prior to the effective date of termination. The provisions of
Sections 2.3, 9.4, 9.5 and Articles 3, 4, 5, 6, 7, 8, 10, 12 and 13 herein shall survive the
expiration or termination of this Agreement.





ARTICLE 10. NO WARRANTIES, LIMITATION OF LIABILITIES





	10.1	 	EXCEPT AS EXPRESSLY PROVIDED HEREIN, EMORY MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE
RESEARCH PROJECT, THE PROJECT DATA, OR ANY PROJECT INTELLECTUAL PROPERTY,
WHETHER TANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER THIS AGREEMENT; OR THE
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT DATA OR ANY PROJECT
INTELLECTUAL PROPERTY.






	10.2	 	NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY THE
OTHER PARTY, ANY AFFILIATE, LICENSEE, OR ANY THIRD PARTY RESULTING FROM THE
OTHER PARTY’S, ANY AFFILIATE’S, LICENSEE’S OR ANY THIRD PARTY’S USE OF THE PROJECT DATA
OR ANY PROJECT INTELLECTUAL PROPERTY, WHETHER TANGIBLE, CONCEIVED, DISCOVERED OR
DEVELOPED UNDER THIS AGREEMENT.





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ARTICLE 11. INDEPENDENT CONTRACTOR




In the
performance of all services under this Agreement:





	11.1	 	Emory and Principal Investigator shall be deemed to be and shall be an independent
contractor, and as such, Emory and Principal Investigator shall not be entitled to any
benefits applicable to employees of Sponsor.






	11.2	 	Neither Party is authorized or empowered to act as agent for the other for any purpose and
shall not on behalf of the other enter into any contract, warranty, or representation as to
any matter.






	11.3	 	Neither Party shall be bound by the acts or conduct of the
other.





ARTICLE 12. GOVERNING LAW



This Agreement shall be governed and construed in accordance with the laws of the State of Georgia
without regard to conflict of laws provisions.




ARTICLE 13. NOTICES



Notices, invoices, communications, and payments hereunder shall be deemed made upon receipt if
sent by recognized courier service or by registered or certified mail, postage prepaid, and
addressed to the party to receive such notice, invoice, or communication at the address given
below, or such other address as may hereafter be designated by notice
in writing:




If to Sponsor:


Mr. Jefferey Janus 
LifeLine Cell
Technology, Inc. 
32 East Frederick Street 
Walkersville, MD 21793




If to Emory (all Agreement matters):



Attn:
Shawn Akkerman, PharmD 
Office of Sponsored Programs 
Emory
University 
1784 North Decatur Road, Suite 510

Atlanta, GA 30322




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If to Principal Investigator (all technical matters):



Henry Edelhauser, M.D.

 Dept. of Ophthalmoloty 

Emory School of Medicine 

Emory Eye Center, 2nd Floor 

1365 Clifton Road 

Atlanta, GA 30322




ARTICLE 14. MISCELLANEOUS





	14.1	 	No amendment, alteration, or modification of this Agreement or any Exhibits attached hereto
shall be valid unless executed in writing by authorized signatories
of all Parties.






	14.2	 	If any one or more of the provisions of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.






	14.3	 	This Agreement and all Exhibits thereto represents the entire agreement of the Parties with
respect to the subject matter hereof and it expressly supersedes all previous written and oral
communications between the Parties with respect to the subject matter
hereof.






	14.4	 	This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their
respective successors, assigns, legal representative and heirs. This Agreement may not be
assigned by either Party (whether voluntarily, by operation of law or otherwise) without the
prior written consent of the other Party.






	14.5	 	Neither Emory or Sponsor shall be liable for any failure to perform as required by this
Agreement to the extent such failure to perform is due to circumstances reasonably beyond such
Party’s control, such as labor disturbances or labor disputes of any kind, accidents, failure
of any governmental approval required for full performance, civil disorders or commotions,
acts of aggression, terrorism, war, acts of God, energy or other conservation measures,
explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other
such occurrences.





[Remainder of page left Intentionally blank]




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IN WITNESS WHEREOF, the Parties have caused this agreement to be executed as of
the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 
	EMORY UNIVERSITY	 	 	 	LIFELINE CELL TECHNOLOGY, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shawn Akkerman, Pharm. D.
 

	 	 	 	By:
	 	/s/ Jeffrey Janus
 

	 	 
	Name: Shawn Akkerman,
Pham. D.	 	 	 	Name: Jeffrey Janus	 	 
	Title: Director Office
of Sponsored Programs	 	 	 	Title: President	 	 
	Date:

	 	1/16/07
	 	 	 	Date:
	 	1/25/07	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Read and Acknowledged	 	 	 	 	 	 	 	 
	Principal Investigator	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Henry F. Edelhauser, PhD
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Henry F. Edelhauser, PhD	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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EXHIBIT 1




MATERIALS TRANSFER RECORD




LifeLine Cell Technology, Inc.

(“Providing Party”)




to




Emory University

(“Receiving Party”)



The Tissue Constructs described below is supplied by the Providing Party to the Receiving Party
subject to the terms and conditions of the Sponsored Research Agreement between Emory University
(“Emory”) and LifeLine Cell Technology, Inc. (“Sponsor”) dated and effective as of December 1, 2006
(“Agreement”). Duplicate originals of this form shall be executed and one fully-executed form shall
be given to the Providing Party and one to the Receiving Party.



Description
of Tissue Constructs: Constructs will be provided fixed in 70% EtOH or in
buffered glutaraldehyde. They will range in diameter from 8mm to 10mm and be a clear/white
translucent tissue spheres with some having attachments that are less translucent than the primary
sphere. The spheres may or may not be hollow. One sphere (fixed in 70% EtOH) will be provided
bisected and be hollow with a wall that is 0.5mm in thickness.



In signing below, the Parties acknowledge that they understand and will abide by the terms
and conditions under which the Tissue Constructs is provided.




	 	 	 
	/s/
Jeffrey Janus
 

(Signature) Providing Party (Sponsor) or Its designated vendor

	 	 
	 
	 	 
	01/29/07
 





Date Material Sent/Provided to Receiving Party
	 	 
	 
	 	 
	/s/
Henry F. Edelhauser, PhD
 

(Signature) Receiving Party’s Principal Investigator

	 	 
	 
	 	 
	01/30/07
 



Date Tissue Constructs Received by Receiving Party
	 	 






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EXHIBIT 2




RESEARCH PROJECT




     Approximately two to three shipments containing two to three tissue constructs each
will be sent from Lifeline Cell Technology (MD) to Emory University for analysis. The constructs
will vary according to different cell culture techniques and different cell lines.



     The tissue constructs will be sent to Emory fixed in 70% EtOH for the first cxonstruct.
The others will be fixed by Lifeline Cell Technology in buffered glutaraldehyde to be provided by
Dr. Edelhauser.



     Once
at Dr. Edelhauser’s laboratory the constructs will be washed in 0.1 sodium cacodylate HCL
(pH 7.4) and post-fixed in 1% osmium tetroxide in 0.1 M sodium cacodylate HCL (PH 7.4) for one
hour, dehydrated in ethanol and embedded in LX-112 (Ladd Research Industries, Inc., Williston, VT).
The constructs will then be sectioned into 70-90 mm sections and examined in a transmission
electron microscope (JEOL 100CX II). Twenty electron micrographs will be taken of each specimen at
various magnifications between 4,000X – 90,000X (i.e. epithelial cells, Bowman’s membrane, collagen
fibers, Descemet’s Membrane, cndothelium).



     A final report will be submitted by Dr. Edelhauser to Lifeline for each tissue
construct.


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