Exhibit 10.6
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for portions of this document marked with asterisks.
RESEARCH AND LICENSE AGREEMENT
This Agreement, effective as of August 10, 1998 (the "Effective
Date"), is by and between:
The South Alabama Medical Science Foundation (hereinafter "SAMSF"), a
corporation organized and existing under the laws of the State of Alabama and
having a place of business at 307 University Boulevard, Mobile, Alabama
36688-0002.
AND
Mindset Limited (hereinafter "CORPORATION"), a corporation involved in
healthcare research, organized and existing under the laws of the British Virgin
Islands, having an office at 1 Beit Eshel St., Old Katamon, Jerusalem 93227,
ISRAEL.
RECITALS
WHEREAS, Dr. Miguel A. Pappolla (hereinafter "the SAMSF Scientist")
and/or Dr. Blas Frangione and Dr. Jorge Ghiso have made certain inventions
relating to use of melatonin and melatonin analogs in the prevention or
treatment of amyloid-related disorders and in the use of melatonin analogs as
anti-oxidants, all as more particularly described in pending U.S. patent
applications owned by SAMSF and/or New York University, identified in annexed
Appendix I and forming an integral part hereof (hereinafter "the Pre-Existing
Inventions");
WHEREAS, SAMSF is willing to perform the SAMSF Research Project (as
hereinafter defined);
WHEREAS, CORPORATION is prepared to sponsor the SAMSF Research
Project;
WHEREAS, CORPORATION has a non-exclusive license agreement with Mayo
Foundation for Medical Education and Research("MAYO"), effective date
October 24, 1997
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for portions of this document marked with asterisks.
(hereinafter "the MAYO license") for the use of Tg 2576 transgenic mice and
related mice as defined in the MAYO license as "Licensed Technology"
(hereinafter "the MAYO mice") for the development of commercial technology, said
license being without the right to sublicense;
WHEREAS, SAMSF desires to use the MAYO mice on a subcontractual basis
in the course of the SAMSF Research Project;
WHEREAS, subject to the terms and conditions hereinafter set forth,
SAMSF is willing to grant to CORPORATION and CORPORATION is willing to accept
from SAMSF a License (as hereinafter defined);
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto hereby agree as follows:
1. Definitions
a. "Calendar Year" shall mean any consecutive period of twelve months
commencing on the first day of January of any year.
b. "Corporation Entity" shall mean any company or other legal entity
(including affiliates or subsidiaries) which controls, or is controlled by, or
is under common control with, CORPORATION; control means the holding of twenty
five and one tenth percent (25.1%) or more of (i) the capital and/or (ii) the
voting rights and/or (iii) the right to elect or appoint directors.
c. "Date of First Commercial Sale" shall have the meaning set forth in
Section 7.b. hereof.
d. "Field" shall mean research, development and testing within
pharmaceutical, diagnostic and biotechnological development programs in the
field of Alzheimer's Disease and other central nervous system and
neurodegenerative diseases.
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e. "License" shall mean the exclusive