SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 21, 1997
Date of Report (Date of earliest event reported)
Mediscience Technology Corporation
(Exact name of Registrant as specified in its Charter)
New Jersey 0-7405 22-1937826
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1235 Folkestone Way, Cherry Hill, New Jersey 08034
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(Address of principal executive offices) (Zip Code)
(609) 428-7952
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
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Item 5 - Other Materially Important Events
On April 21, 1997, Mediscience Technology Corp. announced the contracting
of a joint collaboration with General Electric Company (GE) and the Research
Foundation of the City University of New York to develop proprietary imaging
technology for medical purposes. The development and commercialization of non
x-ray based optical mammography and optical tomography products with greater
effectiveness, decreased side effects and improved cost efficiencies are the
objective of this collaboration, contract attached. [Exhibit A].
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AGREEMENT AMONG GE, MTC AND RF-CUNY
This agreement ("Agreement") made and entered into as of this 9th day of
April 1997 by and between General Electric Company, a corporation organized and
existing under the laws of New York and acting through its Corporate Research
and Development Center (hereinafter referred to as "CRD") having an office and
place of business at One Research Circle, Schenectady, New York 12309, and
through its GE Medical Systems component (hereinafter referred to as "GEMS"),
having an office and place of business at 3000 North Grandview Boulevard,
Waukesha, Wisconsin 53188 (hereinafter CRD and GEMS are collectively referred to
as "GE") and
Research Foundation of The City University of New York, on behalf of the
Institute for Ultrafast Spectroscopy and Lasers at City College of The City
University of New York, located at 79 Fifth Avenue, New York, New York 10003,
(hereinafter referred to as "RF-CUNY"), and Mediscience Technology Corporation,
a corporation organized and existing under the laws of New Jersey and having an
office at 1235 Folkestone Way, Cherry Hill, New Jersey 08034, (hereinafter
referred to as "MTC"),
Whereas, CRD and MTC have signed a Collaborative Research Agreement (CRA)
calling for joint efforts to obtain R&D funding for optical imaging, and whereas
the Institute for Ultrafast Spectroscopy and Lasers at The City College of The
City University of New York (hereinafter referred to as "IUSL") has been invited
to participate in this effort subject to specific agreements among MTC, GE, and
RF-CUNY, which has authority to enter into contractual agreements on behalf of
the University.
Whereas, optical imaging technology for medical and non-medical purposes,
using spatial and/or time gated detection and analysis of scattered light is an
area in which IUSL, under the direction of Professor Robert R. Alfano, has
demonstrated substantial expertise over the years, including production of
intellectual property; e.g., patents, technical expertise and know how, and
Whereas, a part of this technology is of particular interest to GE and is
more fully defined in Article 1 herein as THE TECHNOLOGY, and
Whereas, this intellectual property is owned by RF-CUNY, and
Whereas, MTC through past and present contracts with RF-CUNY has exclusive
licensing rights to patents and pending patents on aspects of THE TECHNOLOGY
developed at IUSL, and
Whereas, MTC owns or has license rights to additional intellectual property
in THE TECHNOLOGY, and much of such intellectual property is being tested,
evaluated and explored at IUSL, and
Whereas, RF-CUNY has substantial resources from federal and state sources
to fund ongoing work at IUSL in THE TECHNOLOGY, including multi-year funding
through the New York State Center for Advanced Technology (CAT) at CUNY, through
a NASA Institutional Research Award, through a Navy grant, and through the New
York State HEAT program, and such funding of work in optical imaging, including
THE TECHNOLOGY is anticipated to amount to over $3,800,000 over a 5 year period,
and
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Whereas, RF-CUNY and MTC believe that THE TECHNOLOGY has viable commercial
applications in areas such as optical mammography and tomography, and would like
to pursue such commercialization with other companies and, in particular, would
like to pursue such commercialization with GE and, in turn, GE has indicated its
interest in pursuing, evaluating and improving THE TECHNOLOGY for commercial
applications, and
Whereas, RF-CUNY, MTC, and GE have been brought together by efforts of
Peter Katevatis, Prof. Robert Alfano and CUNY CAT and all believe that for GE to
evaluate effectively and exploit THE TECHNOLOGY, GE would benefit from access to
the expertise, special capabilities, designs, working drawings of apparatus,
characteristics, parameters, and other detailed know how from IUSL in THE
TECHNOLOGY, and
Whereas, GE agrees that such access will complement activities under the
CRA, and should significantly strengthen the ability of GE to evaluate and
improve THE TECHNOLOGY, as well as shorten the time it takes GE to do so,
Now therefore, for good and viable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree to the following
terms and conditions:
1. DEFINITIONS
As used herein, the following terms shall have the meanings set forth
below:
THE TECHNOLOGY means technology employed to form an image of objects
immersed in a HIGHLY SCATTERING MEDIUM for the purpose of medical diagnostics,
using TIME GATED DETECTION of light and/or TIME SLICING OF SCATTERED LIGHT,
wherein, in either case, the light is originally introduced into the HIGHLY
SCATTERING MEDIUM in the form of a short pulse with duration less than one
nanosecond. For purposes of this definition, the spectral region of light is
understood to be from the NIR through the UV. Image inverse reconstruction form
the diffuse light is not included in the definition of The Technology.
HIGHLY SCATTERING MEDIUM means any sample material, single or mixture,
where ballistic light is reduced by 90% or more by passing through such a medium
(i.e., where the path length traveled divided by the mean scattering length is
greater than 2.5) due to scattering through the regions of observation. Examples
of such media are animal and human tissue, organs such as breast, prostates,
testes and brain; and cells, dense droplet sprays near jet nozzles or openings,
soil mixtures, objects in murky water, soil-oil mixtures, chemical aggregates,
dense fog, smog, or smoke, and fossil fuel emissions. However, photographic
plates, materials designed to be phosphors, solid state imagers and spatial
light modulators are not included in the definition of highly scattering medium.
TIME GATED DETECTION means detection of light with a system that produces a
detection record proportional to the light energy that enters the system within
a time period of one nanosecond or less beginning at a time point that is
defined by the system with respect to an initial event consisting of irradiation
of a subject with a short pulse of light. A sequence of detections over a
sequence of time intervals is included within this definition.
TIME SLICING OF SCATTERED LIGHT means obtaining a time sequence of data
describing the amount of light detected by a detector, or each of a spatial
array of detectors, in consecutive time intervals for image processing.
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GE DERIVATIVE TECHNOLOGY means any new intellectual property conceived
and/or reduced to practice by CRD in THE TECHNOLOGY, subsequent to February 28,
1995 but within two years after the termination of this agreement, which may
reasonably be shown to be an extension, modification, improvement, or outgrowth
derived from work at IUSL and/or MTC conducted either prior to or during the
course of this agreement, including work at IUSL and/or MTC that is related to
any intellectual property in THE TECHNOLOGY that is owned by or assigned or
under exclusive license to MTC from whatever source, it being agreed that for
purposes of the definition of GE DERIVATIVE TECHNOLOGY said work must include
TECHNICAL INFORMATION, and any said work that is published, but not elucidated
and enhanced by TECHNICAL INFORMATION, shall not be included in this definition;
it being further agreed that TECHNICAL INFORMATION on said work must have been
communicated, explained, expounded upon and detailed to CRD by IUSL, and /or MTC
in writing before GE's acquisition from other sources or internal development by
GE in order for efforts related thereto to be considered GE DERIVATIVE
TECHNOLOGY and it being understood that GE will give IUSL and MTC the
opportunity to communicate, explain, expound upon and detail such information.
Technology applied directly to x-ray, tomography, MRI, ultrasound, nuclear or
PET imaging shall not be included in this definition. Nothing in this definition
shall be construed to limit or weaken the rights of RF-CUNY or MTC under
standard patent law including rights protected by dominant patents.
LICENSED PATENTS means those United States patents and/or patent
applications, patents to be issued pursuant thereto, and all divisions,
continuations, reissues, substitutes, and extensions thereof that are owned or
will be owned by or licensed to RF-CUNY in THE TECHNOLOGY, and/or have been
licensed or assigned to MTC from any source, and are based upon inventions in
THE TECHNOLOGY conceived prior to the termination of this Agreement. TECHNICAL
INFORMATION means confidential unpublished research and development information,
unpatented invention as, trade secrets, and technical data, including designs,
working drawings of apparatus, characteristics, parameters, and other detailed
know how, in THE TECHNOLOGY in the possession of RF-CUNY, IUSL or MTC, or both
at the effective date of this Agreement and/or developed by RF-CUNY or MTC, or
both during the course of this Agreement.
2. PHASES I AND II
It is understood by the parties of this Agreement that GE seeks to obtain
access to TECHNICAL INFORMATION and LICENSED PATENTS for the purpose of
assessing the commercial viability of various aspects of THE TECHNOLOGY and for
further development of THE TECHNOLOGY.
i) During the first period of the Agreement, PHASE I, commencing as will be
agreed in writing among the parties hereto or one (1) year from the signing
of this Agreement, whichever comes first, and lasting for a period of no
longer than two years from that date, the IUSL laboratories will make
available to CRD, under protection of the confidentiality provisions
herein, such TECHNICAL INFORMATION as may be requested by CRD. The parties
acknowledge that the intention is to give GE maximal opportunity and
ability, in a short time frame, to both assess the commercial viability of
various aspects of THE TECHNOLOGY and explore and develop GE DERIVATIVE
TECHNOLOGY. RF-CUNY and MTC may jointly terminate this Agreement by thirty
(30) days written notice to GE at any time prior to the commencement of
PHASE I.
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ii) At the end of the two year Phase I period GE will make a decision of
whether to further pursue any aspects of THE TECHNOLOGY that would utilize,
in whole or in part, intellectual property and know how of RF-CUNY and/or
MTC, including TECHNICAL INFORMATION and LICENSED PATENTS, and/or utilize,
in whole or in part, GE DERIVATIVE TECHNOLOGY, or instead to terminate
this Agreement. GE will convey such decision in writing to RF-CUNY and MTC.
GE, at its option, may make that decision at any time prior to the end of
the two year period, in which case Phase I will be understood to have been
completed at such earlier date.
iii) Upon deciding to so further pursue THE TECHNOLOGY at the end of Phase
I, a Phase II period of no more than one year shall begin. GE agrees to
diligently pursue further development of THE TECHNOLOGY during this period
including efforts toward the development of prototype instruments, so that
GE will be able to make a business decision on whether to commercialize any
aspects of THE TECHNOLOGY that would utilize in whole or in part
intellectual property and know how of RF-CUNY or MTC or both, including
TECHNICAL INFORMATION and LICENSED PATENTS and/or utilize, in whole or in
part, GE DERIVATIVE TECHNOLOGY. CRD shall continue to have access to
TECHNICAL INFORMATION during Phase II, as provided in Article 2i) for Phase
I.
iv) At or before the end of Phase II GE will make a business decision of
whether to commercialize THE TECHNOLOGY or instead to terminate this
Agreement. That decision will be conveyed in writing to RF-CUNY and MTC. If
GE should make such a business decision before the end of the one year
period allotted to Phase II, then Phase II will be considered completed at
the point of such decisions and GE agrees to notify MTC and RF-CUNY
immediately of that decision. IF GE decides to commercialize, then GE will
specify to RF-CUNY and MTC in writing, within one month of the end of Phase
II, which products or product lines to market, in marketing those products,
and in making the business a success. During any period that GE pays
royalties to RF-CUNY or MTC, GE shall have continued access to developments
of THE TECHNOLOGY on condition that GE provides mutually agreed upon
additional R&D funding to RF-CUNY beyond that contemplated under Phase I
and II of this Agreement.
v) GE will assign sufficient scientific resources to the evaluation project
during Phase I and Phase II to allow for a good quality evaluation of THE
TECHNOLOGY. GE will meet at least quarterly with MTC and RF-CUNY to present
and review its evaluation progress. In the event that there is a dispute
with respect to this subparagraph v, and, following the procedures of
Article 12, GE is found to be in breach, the sole remedy of MTC and RF-CUNY
shall be to terminate this Agreement.
vi) If GE makes a business decision to commercialize under subsection (iv)
above, then RF-CUNY and MTC will be free to license and commercialize THE
TECHNOLOGY to make, use and sell product lines other than those being
pursued by GE. GE will grant a royalty-bearing non-exclusive license
jointly to RF-CUNY and MTC for use of GE DERIVATIVE TECHNOLOGY for medical
applications not be pursued by GE. GE will be entitled to a mutually agreed
upon fair royalty on any future commercialization income to MTC and/or
RF-CUNY utilizing such GE DERIVATIVE TECHNOLOGY.
vii) GE, RF-CUNY and MTC agree that any data or information developed
during Phase I or Phase II regarding THE TECHNOLOGY, GE DERIVATIVE
TECHNOLOGY, LICENSED PATENTS, or TECHNICAL INFORMATION shall be kept
confidential pursuant to Article 7 hereof.
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3. ROYALTY AGREEMENT
If GE makes a business decision to commercialize THE TECHNOLOGY at the end of
Phase II, then RF-CUNY and MTC will grant, as elected by GE, an exclusive or
nonexclusive license to the TECHNICAL INFORMATION and LICENSED PATENTS for the
purpose of commercializing the product or product lines it wishes to pursue as
specified in subsection (iv) of Article 2. GE agrees to pay royalties on future
sales of products based upon or utilizing elements of THE TECHNOLOGY.
a) disclosed to GE by RF-CUNY or MTC either prior to or during the term of
this agreement, and/or
b) based upon or utilizing LICENSED PATENTS and/or
c) based upon or utilizing GE DERIVATIVE TECHNOLOGY
Said royalties shall be based upon a fair rate (the "ROYALTY RATE") to be
mutually agreed upon by the parties to this Agreement at the end of Phase I or
at such later time as may be agreed upon by parties. Royalties will be paid as
follows:
i) If the commercialization utilizes intellectual property owned by RF-CUNY
for which MTC holds an exclusive license, or other intellectual property
owned or under exclusive license to MTC, then royalties will be paid by GE
at the ROYALTY RATE.
ii) If the commercialization utilizes intellectual property owned by or
under license to GE, and developed in the IUSL laboratories at City College
during this Agreement under R&D contracts or subcontracts with RF-CUNY,
then royalties will be paid by GE at 50% of the ROYALTY RATE.
iii) If the commercialization utilizes intellectual property developed and
wholly owned and controlled by RF-CUNY, then royalties will be paid by GE
at the ROYALTY RATE.
iv) If the commercialization utilizes GE DERIVATIVE TECHNOLOGY, then
royalties will be paid by GE at one half of the ROYALTY RATE.
v) GE shall pay royalties to RF-CUNY and MTC at sites designated by each.
In no event shall GE pay royalties in excess of the ROYALTY RATE. If the
commercialization utilizes intellectual property in categories i) and/or
iv) above, then GE will divide its royalty payments equally to RF-CUNY and
MTC. If it utilizes intellectual property in only categories ii) and/or
iii) above, then GE will divide its royalty payments 75% to RF-CUNY and 25%
to MTC. If the commercialization by GE utilizes intellectual property in
ore than one of the categories above, then the royalties paid by GE will be
determined on a prorated basis, by category.
The license available to GE hereunder includes the right to sublicense THE
TECHNOLOGY to other parties. With respect to any such sublicenses granted by GE
under this Article, GE shall pay to RF-CUNY and/or MTC returns on THE TECHNOLOGY
sold by such sublicensees equal to the amounts which would have been paid under
this Article had such sales been made by GE.
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Note:
In the subsections 3.(i) through 3.(v) above, intellectual property refers to
intellectual property in THE TECHNOLOGY, including GE DERIVATIVE TECHNOLOGY.
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<PAGE>
4. MINIMUM ROYALTY
If GE makes a business decision to further pursue any aspects of THE
TECHNOLOGY as specified above, then a minimum royalty may be included in its
license agreement.
5. PHASE I OR PHASE II TERMINATION OF THIS AGREEMENT
If GE chooses to terminate this Agreement at the end of Phase I or Phase II
as per Article 2 above, or if this agreement is terminated as per Article 2.V,
above, then GE will grant a nonexclusive license to MTC and RF-CUNY for medical
applications of any GE DERIVATIVE TECHNOLOGY developed during this Agreement.
MTC and RF-CUNY may only commercially exploit such GE DERIVATIVE TECHNOLOGY in
conjunction with dominating MTC or RF-CUNY patents or TECHNICAL INFORMATION. GE
will be entitled to a mutually agreed upon fair royalty on any future
commercialization income to MTC or RF-CUNY or both utilizing such GE DERIVATIVE
TECHNOLOGY.
6. JOINT INVESTIGATION AND RESEARCH
During the first year of Phase I, GE may choose to fund R&D activities at
IUSL either jointly with or separately from MTC, to further the exploration and
assessment. To do this, GE will enter into an appropriate R&D contract with
RF-CUNY. Effective at the start of the second year of Phase I, GE agrees to
enter into a one year R&D contract for $50,000 with RF-CUNY for work in THE
TECHNOLOGY to take place at IUSL under the direction of Prof. Robert Alfano. By
mutual agreement between GE and RF-CUNY a larger contract may be entered into.
If the Agreement enters Phase II, GE agrees to enter into additional one
year R&D contract for $100,000 with RF-CUNY for further R&D work at IUSL under
the direction of Prof. Robert Alfano. By mutual agreement between GE and RF-CUNY
a larger contract may be entered into.
GE, MTC, and RF-CUNY agree to make good faith efforts to jointly pursue one
or more research and development efforts to develop areas of THE TECHNOLOGY
suitable for use in commercial products (hereinafter referred to as
"Collaborative Research Projects"), consistent with the terms of this Agreement
and statements of work ("Work Statements") as may be agreed to by the parties
pursuant hereto. GE, MTC, and RF-CUNY agree to seek funding jointly from sources
other than GE and MTC to support Collaborative Research Projects, including but
not limited to United States Government, to support development of THE
TECHNOLOGY for use in such applications as may be identified by the funding
agency.
Applications for funding to support Collaborative Research Projects and
administration of any funding contract awarded to GE, MTC, or RF-CUNY, or any
combination thereof, shall be made in accordance with terms and conditions
mutually agreed upon in writing by the parties to this Agreement.
It is understood that subcontracts funds from GE to RF-CUNY from a
Collaborative Research Project may be used for purposes of fulfilling GE's Phase
I and/or Phase II R&D contract obligations to RF-CUNY under this Article, if
such subcontract covers the associated Phase I and/or Phase II time periods.
Furthermore, direct funding to RF-CUNY from a federally funded Collaborative
Research Project may be counted by GE for the same purposes, if GE is an equal
partner in the Collaborative Research Project, and if the RF-CUNY portion of
such funding is at least twice the minimum GE R&D funding obligations to RF-CUNY
specified in this Article.
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7. CONFIDENTIALITY
In performing their obligations hereunder, CRD, RF-CUNY, and MTC
contemplate exchanging information and data relating to THE TECHNOLOGY,
including GE DERIVATIVE TECHNOLOGY, which includes, but is not limited to
TECHNICAL INFORMATION, that is identified as proprietary by a party (hereunder
"Proprietary Information"). All parties wish to protect such Proprietary
Information from unauthorized use or disclose and accordingly the parties hereby
agree that:
i) Unless otherwise negotiated among the parties to this Agreement, CRD,
RF-CUNY, and MTC will not disclose to anyone, other than their own
employees, including employees of affiliated companies, or consultants have
a need to know for the purpose of this Agreement, any Proprietary
information of any other party.
ii) All parties shall take appropriate action to provide for the
safekeeping of Proprietary Information received by one party from another
or developed under this Agreement, from disclosure to third parties, using
the same care and caution that either party affords its own proprietary
material to protect Proprietary Information.
iii) None of the parties shall be liable for disclosure of any such
Proprietary Information if the same:
a) is disclosed after 5 years from the date of termination of this
Agreement, of
b) is disclosed by the receiving party with the prior written approval
of the originating party, or
c) is readily ascertainable from a commercial product or products
offering.
iv) In the event the submitted Proprietary Information becomes publicly
available, or was known and can be shown to have been known to the
receiving party at the time of its receipt from the other party hereto, or
is received by the receiving party from third parties without breach of
this Agreement by the receiving party, or is independently developed by the
receiving party, then the receiving party shall not be liable for
disclosure of such publicly available, known, independently developed, or
third party disclosed information or data.
v) The parties' obligations to protect previously exchanged Proprietary
Information in accordance with this Agreement and previously executed
confidentiality or non-disclosure agreements will survive termination of
this Agreement.
vi) Any TECHNICAL INFORMATION obtained by GE from MTC or RF-CUNY prior to
the effective date of this Agreement shall be subject to all of the terms
and conditions of this Agreement.
MTC RF-CUNY GEMS CRD
vii) It is understood and agreed that any such Proprietary Information may
be used only in connection with the assessment, evaluation, and development
of THE TECHNOLOGY pursuant to this Agreement, or in connection with
<PAGE>
Collaborative Research Projects pursuant to this Agreement, or in
commercialization under separate license, and may be disclosed to the
United States Government or other funding source in any proposal jointly
submitted by the parties pursuant to this Agreement, provided that the
proposal and pages containing the Proprietary Information bear appropriate
restrictive legends.
ix) Notwithstanding any other language in this Agreement to the contrary,
all parties recognize that RF-CUNY and IUSL are components of an academic
community in which the free publication of the results of research is a
fundamental principle. RF-CUNY and IUSL shall be free to publish
manuscripts containing information on THE TECHNOLOGY OR TECHNICAL
INFORMATION or both to GE at least 90 days before their proposed
publication. GE will have an opportunity to review, but not edit, all such
manuscripts to determine what steps, if any, should be taken to protect any
intellectual property that might potentially be disclosed by publication of
the manuscripts. Protection of intellectual property includes ensuring that
there is no disclosure of GE proprietary information.
x) At some time during the course of this agreement, CRD may wish to
exchange TECHNICAL INFORMATION and/or proprietary information with GEMS in
order to facilitate product development. This exchange shall not occur
until approved in writing by all parties. It is anticipated that this
approval may involve additions to the definition of GE DERIVATIVE
TECHNOLOGY to include technology within THE TECHNOLOGY that may be
developed at GEMS.
8. NON-ASSIGNABILITY
None of the parties may assign or transfer its interest herein, or any
rights or obligations relating thereto, without prior written consent of the
other parties.
9. INFRINGEMENT
GE shall have the power to institute and prosecute at its own expense suits
for infringement of THE TECHNOLOGY, and, if required by law, RF-CUNY and MTC
will join as parties plaintiff in such suits. All expenses in such suits will be
borne entirely by GE, and GE will pay to each of RF-CUNY and MTC twenty-five
percent (25%) of any excess recoveries over expenses in such suits. To the
extent that as a result of such infringement suit GE loses rights to use THE
TECHNOLOGY or it ceases to be or is found to be no loner confidential, GE's
obligations to pay future royalties under this Agreement shall be
correspondingly reduced.
10. REPRESENTATIONS
RF-CUNY and MTC represent that there are no patent infringement suits or
asserted patent infringement claims pertaining to THE TECHNOLOGY as of the date
of this Agreement, and RF-CUNY and MTC have the right to grant to GE the
licenses to use THE TECHNOLOGY as contemplated by this Agreement. RF-CUNY and
MTC shall inform GE in the event of a charge of patent infringement.
<PAGE>
11. NOTICES
Any notice, request, approval, or consent with reference to this Agreement
shall be in writing (by letter or facsimile) and addressed to the persons
designated below:
MTC
Peter Katevatis
Mediscience Technology Corp.
1235 Folkestone Way
Hunt Tract
Cherry Hill, NJ 08034
CRD
Michael H. McLaughlin
GE Corporate R&D
PO Box 8, KWC-291
Schenectady, NY 12301
RF-CUNY
Allan Clark
Research Foundation
CUNY
79 Fifth Avenue
New York, NY 10003
Each party shall have the rights to replace or otherwise change its
designee and shall give timely notice of such change to the other parties.
12. RESOLUTION OF DISPUTES
If any dispute arises out of or in connection with this Agreement,
authorized representatives of the parties shall have a face-to-face meeting at a
mutually acceptable time and place shall use good faith efforts to resolve such
dispute at the meeting. If such a meeting shall fail to resolve the issues, the
parties agree to submit all disputes, claims, or questions pertaining to the
interpretation or performance of this Agreement by either party for arbitration
in accordance with the American Arbitration Association provisions. All such
proceedings will take place in New York City at a time and date to be determined
by the Arbitration Panel and that the parties hereto intend to be bound legally
by the Arbitration Panel rulings.
13. ENFORCEABILITY OF RIGHTS AND OBLIGATIONS
Any failure by any party to enforce any of the provisions of this Agreement
or to require at any time performance by the other parties of any of the
provisions hereof shall in no way affect the validity of this Agreement or any
part thereof, or the right of any party thereafter to enforce each and every
part. Should any part or provision of this Agreement be held unenforceable or in
conflict with the law of any jurisdiction, to the extent permitted by law the
validity of the remaining parts or provisions shall not be affected by such
holding.
14. ENTIRE AGREEMENT and AMENDMENTS
This Agreement, entered into pursuant hereto, constitutes the entire
agreement between the parties and supersedes any previous understandings,
commitments, or agreements, oral or written, between the parties. In the event
<PAGE>
of a conflict between the terms of this Agreement and those of any previously
existing understanding, commitments, or agreements, oral or written between and
GE and either other party, or both, the terms of this Agreement shall take
precedence. This Agreement shall not be amended or shall any waiver of any right
hereunder be effective unless set forth in a document executed by duly
authorized representatives of RF-CUNY, MTC, and GE. This Agreement shall be
governed by and construed in accordance with laws of the State of New York.
15. EXPORT REGULATIONS
The parties agree that they will comply with all applicable export
administration regulations of the United States Department of Commerce in their
performance of the Collaborative Research Program.
16. TERM AND TERMINATION
The term of this Agreement shall be three (3) years measured from the date
of commencement of PHASE I activity, unless terminated earlier as provided in
Article 2 above. Articles, 5, 7 and 12 shall survive any termination of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
MEDISCIENCE TECHNOLOGY CORP.
By: /s/Peter Katevatis
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Peter Katevatis
Title: President/Chairman MTC
GENERAL ELECTRIC COMPANY
Corporate Research & Development
By: /s/Michael J. McLaughlin
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Michael J. McLaughlin
Title: Manager Manufacturing Technology Lab.
RF-CUNY
By: /s/Allan H. Clark
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Title: Acting President
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Mediscience Technology Corporation
/s/Peter Katevatis
------------------
Peter Katevatis, Esq. Chairman
Date:
