Annex
A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event
Reported): 6/23/2006
OXIS
International, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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DE
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94-1620407
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices, Including Zip Code)
(650)
212-2568
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
June
23, 2006, OXIS International, Inc. (“OXIS”) entered into a Mutual Services
Agreement (the “Agreement”) with its majority owned subsidiary, BioCheck, Inc.
(“BioCheck”).
Pursuant
to the Agreement, each of OXIS and BioCheck will provide certain services
to the
other corporation, with services to be charged at an hourly rate with an
overhead surcharge, on a monthly billing cycle. Under the Agreement, the
services that BioCheck will provide include manufacturing the bulk of OXIS’
research assay test kits, assisting in packaging and shipping such research
assay test kits to OXIS customers, and undertaking research and development
of
certain new OXIS research assay test kits on a case by case basis to be agreed
upon between the parties. OXIS will provide services to BioCheck, including
marketing and sales, website management and materials requirement and control
systems.
OXIS
has
agreed to pay an outstanding balance due to BioCheck for services provided
prior
to this Agreement, after offset for services provided by OXIS to BioCheck
prior
to this Agreement, on or before June 30, 2006.
The
Agreement terminates on December 6, 2009, or earlier upon mutual consent
of the
parties, upon 90 day prior written notice by either party, by either party
if a
monthly billing is unpaid after 60 days if a 15 day notice and opportunity
to
cure has been provided, or upon a material breach of the Agreement after
30
days’ notice and opportunity to cure the breach.
The
foregoing summary of the material terms of the Agreement is qualified in
its
entirety by the text of the Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
10.1 Mutual
Services Agreement between OXIS International, Inc. and BioCheck, Inc. dated
June 23, 2006.
Signature(s)
Pursuant
to the Requirements 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.
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OXIS
INTERNATIONAL, INC. |
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| Date:
June
29, 2006 |
By: |
/s/
Michael
D. Centron |
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Michael
D. Centron |
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Title:
Vice
President and Chief Financial
Officer |
Exhibit
10.1
MUTUAL
SERVICES AGREEMENT
This
Mutual Services Agreement (this “Agreement”) is made as of June
23,
2006, by and between OXIS International, Inc., a Delaware corporation (the
“OXIS”), and Bio Check, Inc., a California corporation (the “BioCheck”), each of
them a “Party” and, collectively, the “Parties”.
RECITALS
WHEREAS,
on
December 6, 2005, pursuant to a Stock Purchase Agreement, as amended, OXIS
purchased fifty one percent (51%) of the shares of BioCheck’s common stock from
each of its shareholders on a pro rata basis for $3,060,000 in cash. Pursuant
to
the Stock Purchase Agreement, OXIS will use its reasonable best efforts to
consummate a follow-on financing transaction to raise additional capital
with
which to purchase the remaining outstanding shares of BioCheck in one or
more
additional closings. If OXIS has not purchased all of the outstanding shares
of
BioCheck by December 6, 2006, the earnings before interest, taxes,
depreciation and amortization expenses, if any, of BioCheck, may be used
by us
as partial or complete payment for the remaining outstanding BioCheck shares
at
one or more additional closings;
WHEREAS,
since
November 2005, OXIS has utilized BioCheck personnel for various services,
including providing manufacturing management, labor, quality control, packaging
and shipping of OXIS research assay kit products, research and development
relating to certain new OXIS research assay kit products for which services
BioCheck has billed OXIS; and
WHEREAS,
since
February
2006
OXIS
personnel have provided certain services for BioCheck, including marketing
and
sales of BioCheck products, public relations, and certain administrative
services, for which services OXIS has not billed BioCheck.
NOW,
THEREFORE,
in
consideration of the foregoing recitals and the mutual representations,
warranties, covenants and promises contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
AGREEMENT
ARTICLE
1.
BIOCHECK
SERVICES, COMPENSATION
1.1
Services to be Provided by BioCheck.
BioCheck will provide the following services for OXIS (the
“BioCheck Services”):
(a)
manufacture certain OXIS research assay kit products listed in Exhibit
A (“OXIS
Products”)
(b)
senior manufacturing management;
(c)
manufacturing labor;
(d)
quality control of OXIS products;
(e)
quality systems management;
(f)
purchasing and receiving of Oxis purchases;
(g)
assisting with packaging and shipping of OXIS Products;
(h)
providing shipping materials (boxes, foams, ice packs, etc.);
(i)
storage of raw materials (chemicals, antibodies, etc.) and lab
supplies;
(j)
storage of packaging materials (kit boxes and foam inserts); and
(k)
research and development relating to certain new OXIS research assay kit
products listed in Exhibit
B.
Note:
Any
additional service must be agreed by OXIS before it is provided in order
to be
compensated.
BioCheck
shall provide the BioCheck Services in a manner that a reasonable and prudent
provider engaged in a business similar to BioCheck would perform services
similar to the BioCheck Services.
1.2
Product Warranties. BioCheck
warrants that all OXIS Products produced under Section 1.1 will be free from
defects in material and workmanship at the time of shipping.
BioCheck
shall use its best commercial efforts to fill all orders of OXIS Products
within
the time frame agreed upon in writing between the Parties for that particular
OXIS Product.
1.3
Compensation for BioCheck Services.
OXIS
shall pay BioCheck in the amount of the regular itemized billing provided
by
BioCheck to OXIS on a monthly basis. BioCheck shall bill OXIS for the aggregate
hours worked on OXIS projects by BioCheck employees at the actual hourly
rate
per employee plus an overhead surcharge of thirty percent (30%). BioCheck
shall permit OXIS to audit BioCheck billing statements and, upon reasonable
request, make available documentation supporting such billing statements.
Compensation
shall be paid once per month within thirty (30) calendar days of the billing
date. For invoices dated after the date of this Agreement, taking into
consideration the effect of Section 1.6 on the unpaid balance, any unpaid
balance after thirty (30) calendar days of the billing date shall bear interest
at a rate of five percent (5%) per annum and any unpaid balances after sixty
(60) calendar days of the billing date shall bear interest at a rate of eight
percent (8%) per annum. In
the
event that OXIS fails to compensate BioCheck for
its
undisputed compensation within
sixty (60) calendar days of the billing date, so
long
as BioCheck has provided OXIS with at least fifteen (15) calendar days prior
notice and an opportunity to cure such breach during such fifteen (15) calendar
day period, BioCheck
may terminate this Agreement
immediately.
1.4
Reimbursement of Expenses.
BioCheck shall be reimbursed for certain reasonable
out
of
pocket expenses concerning the provision of services pursuant to this Agreement,
including shipping material costs, monthly cell line storage expense,
etc.,
provided that any expenses over $200 per item or $1,000 per month shall
be
approved in advance by OXIS, which approval shall not be unreasonably withheld
or delayed.
Itemized
expenses pursuant to this Section 1.4 shall be included in the regular billing
provided in Section
1.3.
1.5
Balance of Payments.
At the
end of each month, the amount due by BioCheck to OXIS pursuant to monthly
billing for services rendered by OXIS for BioCheck (pursuant to Article 2
below)
shall be deducted from the monthly amount payable by OXIS to
BioCheck
if the
balance of payments would require BioCheck to make a net payment to OXIS
in a
particular month.
1.6
Payment of Outstanding
Balance.
OXIS
agrees to pay BioCheck the outstanding balance due of $73,161.09 for services,
expenses and overhead incurred during the period between November 2005 and
April
30, 2006, after deducting for services provided to BioCheck and expenses
incurred by OXIS in the provision of such services, if any. Such amount shall
be
paid to BioCheck on or before June 30, 2006.
ARTICLE
2
OXIS
SERVICES, COMPENSATION
2.1
Services to be Provided by OXIS.
OXIS
shall provide the following services for BioCheck
(the
“OXIS Services”):
(a)
marketing and sales;
(b)
website management; and
(c)
materials requirements/control systems (to be discussed)
Note:
Any
additional service must be agreed by BioCheck before it is provided in order
to
be compensated.
OXIS
shall provide the OXIS Services in a manner that a reasonable and prudent
provider engaged in a business similar to OXIS would perform services similar
to
the OXIS Services.
2.2
Compensation for OXIS Services.
OXIS
shall bill BioCheck, in the amount of the regular itemized invoices provided
by
OXIS to BioCheck on a monthly basis. OXIS shall bill BioCheck for the aggregate
hours worked on behalf of BioCheck by OXIS employees at the actual hourly
rate
per employee plus an overhead surcharge of thirty percent (30%).
OXIS
shall permit BioCheck to audit the OXIS billing statements and, upon reasonable
request, make available documentation supporting such billing
statements.
If an
amount is due to OXIS pursuant to Section 1.3 above on any billing cycle,
compensation shall be paid by BioCheck once per month within thirty (30)
calendar days of the billing date. For invoices dated after the date of this
Agreement, taking into consideration the effect of Section 2.4 on the unpaid
balance, any unpaid balance after thirty (30) calendar days of the billing
date
shall bear interest at a rate of five percent (5%) per annum and any unpaid
balances after sixty (60) calendar days of the billing date shall bear interest
at a rate of eight percent (8%) per annum. In
the
event that BioCheck fails to compensate OXIS
for
its undisputed compensation
within
sixty (60) calendar days of the billing date,
so
long
as OXIS has provided BioCheck with at least fifteen (15) calendar days prior
notice and an opportunity to cure such breach during such fifteen (15) calendar
day period, OXIS may
terminate this Agreement.
2.3
Reimbursement of Expenses.
OXIS
shall be reimbursed for certain reasonable
out
of
pocket expenses concerning the provision of services pursuant to this
Agreement,
provided that any expenses over $200
per
item or $1,000 per month shall be approved in advance by BioCheck, which
approval shall not be unreasonably withheld
or
delayed.
2.4
Balance of Payments.
At the
end of each month, the amount due by OXIS to BioCheck pursuant to monthly
billing for services rendered by BioCheck for OXIS (pursuant to Article 2
below)
shall be deducted from the monthly amount payable by BioCheck to
OXIS
if the
balance of payments would require OXIS to make a net payment to BioCheck
in a
particular month.
2.5
Customer Relationship Responsibilities and Individual
Corporate Responsibilities.
For a
tabular summary of the respective customer relationship responsibilities
and the
individual corporate responsibilities of each Party, see Addendum
A.
ARTICLE
3.
CONFIDENTIALITY
3.1 Mutual
Confidentiality.
Each
Party acknowledges that a material term of this Agreement is to keep all
confidential information belonging to the other Party absolutely confidential
and protect its release from the public. Each Party agrees not to divulge,
reveal, report or use, for any purpose, any confidential information which
the
other Party has obtained or which was disclosed to the Party receiving the
information by the other Party, with only exception of that information that
is
required by public disclosure rules of the United States of America Securities
and Exchange Commission. The obligation to protect the confidentially of
the
other Party’s confidential information will survive the termination of this
Agreement and will continue for a period of three (3) years from the date
of
such termination.
3.2 Disclosure.
A Party
may disclose any of the confidential information:
| a. |
To
a third party where the Party has consented in writing to such
disclosure. |
| b. |
To
the extent required by law or by the request or requirement of
any
judicial, legislative, administrative or other government body.
However,
the disclosing Party will first have given prompt notice to the
other
Party of any possible or prospective order (or proceeding pursuant
to
which any order my result), and the other Party will have been
afforded a
reasonable opportunity to prevent or limit any
disclosure.
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ARTICLE
4.
INDEMNIFICATION
4.1
BioCheck Indemnification Obligation.
BioCheck
shall indemnify, defend and hold harmless each of OXIS, its affiliates,
successors and assigns and their respective sublicensees, directors, officers,
employees and agents from and against any and all liabilities, damages, losses,
settlements, penalties, fines, costs and expenses, including, without
limitation, reasonable outside attorneys’ fees (any of the foregoing to be
referred to herein as “Damages”)
of
whatever kind or nature (but not including taxes), to the extent arising
from
any third party claim, action, suit or proceeding based on: (a) the negligence
or intentional misconduct of BioCheck or any or its employees or agents in
the
performance of its obligations hereunder; (b) a
material
breach
by BioCheck of any term
of
this Agreement,
including without limitation its obligations under Section 1.2, provided
that
such breach has not been cured after thirty (30) calendar days notice of
such
breach has been provided to BioCheck; or
(c)
any failure to comply with any Applicable Law (all such claims listed above
in
(a) through (c) collectively to be referred to as, “BioCheck
Claims”),
in
each case except to the extent attributable to: (i) the negligence or
intentional misconduct of OXIS or any or its agents or employees; or
(ii)
a
material breach
by
OXIS of any
term of
this Agreement.
4.2
OXIS Indemnification Obligation.
OXIS
shall indemnify, defend and hold harmless each of BioCheck, its affiliates,
successors and assigns and their respective sublicensees, directors, officers,
employees and agents from and against any and all Damages of whatever kind
or
nature (but not including taxes), to the extent arising from any third party
claim, action, suit or proceeding based on: (a) the negligence or intentional
misconduct of OXIS or any of its agents or employees; or (b) a
material
breach
by OXIS of any term of this Agreement
(including without limitation its obligations under Sections 1.3 or 1.6),
provided that such breach has not been cured after thirty (30) calendar days
notice of such breach has been provided to OXIS,
(all
such claims listed above in (a) through (b) collectively to be referred to
as
“OXIS
Claims”),
in
each case except to the extent attributable to: (i) the negligence or
intentional misconduct of BioCheck or any of its agents or employees; (ii)
a
material
breach
by
BioCheck of any
term of
this Agreement;
or
(iii)
the failure of BioCheck to manufacture
or
supply the research assay test kits referred to in Exhibit A in compliance
with
GLP or other Applicable Laws.
4.3
Process for Indemnification.
For
purposes of Sections 4.1 and 4.2, the indemnified Party shall give prompt
written notice to the indemnifying Party of any suits, claims, actions,
proceedings or demands by third parties that may give rise to a claim for
which
indemnification may be required under this Section 4.3; provided, however,
that
failure to give such notice shall not relieve the indemnifying Party of its
obligation to provide indemnification hereunder except, if and to the extent
that such failure materially and adversely affects the ability of the
indemnifying Party to defend or mitigate the applicable suit, claim, action,
proceeding or demand. The indemnifying Party shall be entitled to assume
the
defense and control of any such suit, claim, action proceeding or demand
at its
own cost and expense; provided, however, that the other Party shall have
the
right to be represented by its own counsel at its own cost in such matters.
Neither the indemnifying Party nor the indemnified Party shall settle or
dispose
of any such matter in any manner that would materially and adversely affect
the
rights or interests of the other Party (including the obligation to indemnify
hereunder) without the prior written consent of the other Party, which shall
not
be unreasonably withheld or delayed. Each Party shall cooperate with the
other
Party and its counsel in the course of the defense of any such suit, claim,
action, proceeding or demand, such cooperation to include, without limitation,
using reasonable efforts to provide or make available documents, information
and
witnesses.
ARTICLE
5.
MISCELLANEOUS
PROVISIONS
5.1
Amendments and Waivers.
This
Agreement may not be amended, supplemented or modified, except by an agreement
in writing signed by each of the Parties. Either Party may waive compliance
by
the other Party with any term or provision of this Agreement; provided,
that
such waiver shall not operate as a waiver of, or estoppel with respect to,
any
other or subsequent failure.
5.2
Term of Agreement.
The
term of this Agreement will begin on the date of this Agreement and will
remain
in force and effect until December 6, 2009, subject to earlier termination
as
provided by Section 5.3, unless the Parties agree to extend this Agreement
by
mutual written agreement. Upon any termination or expiration of this Agreement,
neither Party shall have any obligation to perform any services for the other
Party.
5.3
Termination Events.
(a)
Without prejudice to other remedies which may be available to the Parties
by law
or this Agreement, this Agreement may be terminated:
(i)
by
mutual consent of the Parties;
(ii)
by
any Party upon at least ninety (90) calendar days advance written notice
to the
other Party;
(iii)
upon the acquisition by OXIS of more than ninety five percent (95%) of the
outstanding shares of BioCheck;
(iv)
in
the event that OXIS breaches any payment or other monetary obligation pursuant
to Sections 1.3 or 1.6 and does not cure such breach within fifteen (15)
calendar days from written notice from BioCheck, or in the event that BioCheck
breaches any payment or other monetary obligation pursuant to Section 2.2
and
does not cure such breach within fifteen (15) calendar days from written
notice
from OXIS; or
(v)
in
the
event that either Party is in material
breach of this Agreement (excluding any payment or other monetary breach
described in Section 5.3(a)(iv)), provided that such breach has not been
cured
after at least thirty (30) calendar days notice of such breach has been provided
by the non-breaching Party.
(b)
The
respective obligations of the Parties pursuant to Sections 1.3, 1.4, 1.6,
2.2
and 2.3, Articles 3 and 4 and Sections 5.3(b), 5.4 and 5.13 shall survive
any
termination or expiration of this Agreement.
5.4
Non
Compete.
Other
than with the express consent of OXIS, which will not be unreasonably withheld
or delayed, BioCheck warrants that it will not, during the continuance of
this
Agreement or within three (3) years after the termination of this Agreement,
knowingly market, offer to sell, or sell products competitive with those
of OXIS
to existing customers of OXIS.
5.5
Notices.
All
notices, requests, demands and other communications required or permitted
under
this Agreement shall be in writing and shall be deemed to have been duly
given,
made and received (i) when delivered personally or by telecopy, (ii) one
(1)
business day following the day when deposited with a reputable, established
overnight courier service for delivery to the intended addressee, or (iii)
three
(3) business days following the day when deposited with the United States
Postal
Service as first class, registered or certified mail, postage prepaid and
addressed as set forth below:
If
to
OXIS, to:
OXIS
International, Inc.
323
Vintage Park Drive, Suite B
Foster
City, California 94404
Attention:
Chief Executive Officer
Facsimile
No.: (650) 212-2569
If
to
BioCheck:
Bio
Check, Inc.
323
Vintage Park Drive
Foster
City, California 94404
Attention:
Dr. John Chen
Facsimile
No.: (650) 573-1969
With
a
copy, which shall not constitute notice, given in the manner prescribed above,
to:
Coblentz,
Patch, Duffy & Bass LLP
One
Ferry
Building, Suite 200
San
Francisco, California 94111
Attention:
Paul J. Tauber, Esq.
Facsimile
No.: (415) 989-1663
Any
Party
may alter its notice address by notifying the other Parties of such change
of
address in conformity with the provisions of this Section 5.5.
5.6
Governing Law.
This
Agreement is to be construed in accordance with and governed by the internal
laws of the State of California, without giving effect to any choice of law
rule
that would cause the application of the laws of any jurisdiction other than
the
internal laws of the State of California to the rights and duties of the
Parties.
5.7
Jurisdiction; Service of Process. Any
action or proceeding seeking to enforce any provision of, or based on any
right
arising out of, this Agreement may be brought against any of the Parties
only in
the courts of the State of California, County of San Mateo, or, if it has
or can
acquire the necessary jurisdiction, in the United States District Court for
the
Northern District of California. Each of the Parties consents to the exclusive
jurisdiction of such courts (and the appropriate appellate courts) in any
such
action or proceeding and waives any objection to venue laid therein. Process
in
any action or proceeding referred to in the preceding sentence may be served
on
any Party anywhere in the world.
5.8
Exhibits, Addendums and Schedules.
All
Exhibits, Addendums and Schedules attached hereto are hereby incorporated
by
reference into, and made a part of, this Agreement.
5.9
Counterparts.
This
Agreement may be executed (including, without limitation, by facsimile
signature) in one or more counterparts, with the same effect as if the parties
had signed the same document. Each counterpart so executed shall be deemed
to be
an original, and all such counterparts shall be construed together and shall
constitute one agreement.
5.10
Severability.
If any
provision of this Agreement, or the application of any such provision to
any
person or set of circumstances, shall be determined to be invalid, unlawful,
void or unenforceable to any extent, the remainder of this Agreement, and
the
application of such provision to persons or circumstances other than those
as to
which it is determined to be invalid, unlawful, void or unenforceable, shall
not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.
5.11
Entire Agreement.
This
Agreement, together with its exhibits, schedules and certificates delivered
under this Agreement contains the entire understanding among the Parties
with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, among the Parties. The Parties intend
that
this Agreement, together with its exhibits, schedules and certificates delivered
under this Agreement be the complete and exclusive embodiment of their
agreement, and that any evidence, oral or written, of a prior or contemporaneous
agreement that alters or modifies this Agreement shall not be admissible
in any
proceeding concerning this Agreement. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent
with
any of the terms hereof.
5.12
Construction.
The
construction of this Agreement shall not take into consideration the Party
who
drafted or whose representative drafted any portion of this Agreement, and
no
canon of construction shall be applied that resolves ambiguities against
the
drafter of a document. The Parties are sophisticated and have been represented
by lawyers throughout this transaction who have carefully negotiated the
provisions hereof. As a consequence, the Parties do not believe the presumption
of the interpretation of contracts against the drafter of any particular
clause
should be applied in this case and therefore waive its effects.
5.13
Recovery of Fees by Prevailing Party.
If any
legal action, including, without limitation, an action for arbitration or
injunctive relief, is brought relating to this Agreement or the breach or
alleged breach hereof, the prevailing Party in any final judgment or arbitration
award, or the non-dismissing Party in the event of a voluntary dismissal
by the
Party instituting the action, shall be entitled to the full amount of all
reasonable expenses, including all court costs, arbitration fees and actual
attorneys’ fees paid or incurred in good faith.
5.14
Further Assurances.
Each
Party agrees (a) to furnish upon request to each other Party such further
information, (b) to execute and deliver to each other Party such other
documents, and (c) to do such other acts and things, all as another Party
may
reasonably request for the purpose of carrying out the intent of this Agreement
and the services contemplated by this Agreement.
5.15
Time of the Essence.
With
regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.
<signature
page follows>
IN
WITNESS WHEREOF, each of the Parties has caused this Mutual Service Agreement
to
be executed on its behalf by their respective officers thereunto duly authorized
all as of the date first written above.
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“OXIS”
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OXIS
International, Inc.
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By:
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/s/
Michael D. Centron
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Michael
Centron, its Chief Financial Officer
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“BioCheck”
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Bio
Check, Inc.
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By:
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/s/
John Chen
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John
Chen, its Chief Executive
Officer
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EXHIBIT
A
OXIS
RESEARCH ASSAY TEST KITS TO BE PRODUCED BY BIOCHECK
|
Catalog
#
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Product
|
Product
Description
|
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21010
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SOD-525
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Superoxide
Dismutase Assay
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21011
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GSH-400
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Glutathione
Assay
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21012
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LPO-586
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Lipid
Peroxidation Assay
|
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21013
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MPO-EIA
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Myeloperoxidase
ELISA
|
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21014
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plGPx-EIA
|
Plasma
Glutathione Peroxidase ELISA
|
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21015
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Lacto-F
EIA
|
Lactoferrin
ELISA
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21017
|
cGPx-340
|
Cellular
Glutathione Peroxidase Assay
|
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21018
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GR-340
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Glutathione
Reductase Assay
|
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21019
|
8-Isoprostane
|
8-epi-Prostaglandin
F2alpha Assay 1,2
|
|
21023
|
GSH-420
|
Total
Glutathione Assay
|
|
21024
|
H2O2-560
|
Hydrogen
Peroxide assay 1
|
|
21026
|
8-OHdG-EIA
|
8-Hydroxy-2’-deoxyguanosine
ELISA 1
|
|
21040
|
GSH/GSSG-412
|
Reduced
and Oxidized Glutathione Assay
|
|
21041
|
Aconitase-340
|
Aconitase
Assay
|
|
21042
|
Catalase-520
|
Catalase
Assay
|
|
21043
|
HAE-586
|
Hydroxyalkenals
Assay 2
|
|
21044
|
MDA-586
|
Malondialdehyde
Assay
|
|
21047
|
Alpha-1AP-410
|
Alpha-1
Antiproteinase Assay 2
|
|
21048
|
Urinary
8-Epi-Prost. EIA
|
Urinary
8-Isoprostane ELISA 1
|
|
21052
|
AOP-490
|
Antioxidant
Potential Assay 1
|
|
21055
|
Nitrotyrosine
EIA
|
Nitrotyrosine
ELISA1
|
|
22110
|
Nitric
Oxide
|
Total
Nitrite Colorimetric (enzymatic) Assay 1,2
|
|
22111
|
Nitric
Oxide
|
Total
Nitrite Colorimetric (non-enzymatic) Assay 1,2
|
|
22112
|
NOS
|
Nitric
Oxide Synthase (radioactive) 1,2
|
|
22113
|
NOS
|
Nitric
Oxide Synthase (colorimetric) 1,2
|
Note:
1
=
OEM
2
= being
phased out
EXHIBIT
B
OXIS
RESEARCH ASSAY TEST KITS
IN
RESEARCH AND DEVELOPMENT
To
be determined
Addendum
A
Service
responsibilities for each Party
1.
The
following are the customer relationship responsibilities for each Party:
This
list
will be updated monthly as needed.
|
OXIS
as customer of BioCheck
|
BioCheck
as customer of OXIS
|
|
Manufacturing,
QC and shipping space (including utilities)
|
Marketing
and Sales of BioCheck products and Contract Services
|
|
Senior
Manufacturing Management (John Chen)
|
Website
Management for BioCheck
|
|
Quality
Systems management (Quality Assurance of OXIS Products - Anna Pao)
|
Materials
requirements/control systems for BioCheck (to be
discussed)
|
|
Manufacturing
and QC testing of all OXIS Products (labor)
|
|
|
Order
processing, purchasing and customer service for OXIS (Anna
Pao)
|
|
|
R
& D to update and improve OXIS products (John Chen)
|
|
|
Receiving
and Shipping services access for OXIS shipments including shipping
supplies
|
|
|
Raw
materials and supplies storage
|
|
2.
For
purposes of clarity the following are the individual corporate responsibilities
for each Party to perform for themselves and not to expect or require the
other
Party to this Agreement to perform.
|
OXIS
Responsibilities
|
BioCheck
Responsibilities:
|
|
Product
shipments (labor only) of OXIS Products
|
All
manufacturing labor (formulating, dispensing and assembly) of BioCheck
and
OXIS products
|
|
Material
Requirements/control systems for OXIS
|
Quality
Control of BioCheck and OXIS products
|
|
Marketing
and Sales of OXIS and BioCheck products and support for contract
services
(new business)
|
Product
Shipments of BioCheck products
|
|
Customer
Service of OXIS products
|
Quality
Assurance of BioCheck Products
|
|
Customer
Technical Support of OXIS products
|
Trade
Show Attendance for BioCheck Products
|
|
Bookkeeping
and Financial reporting of OXIS
|
Customer
Service of BioCheck Products
|
|
Administrative
(corporate, legal, human resources, information technology) of
OXIS,
Inc.
|
Customer
Technical Support of BioCheck products
|
|
Contract
Services of OXIS products
|
R
& D of all BioCheck products
|
|
Governmental
compliance reporting
|
Contract
Services for BioCheck Customers
|
|
Investor
Relations for OXIS
|
Bookkeeping
and Financial of BioCheck records
|
|
Public
Relations for OXIS
|
Patent
Expense for BioCheck products
|
|
Creation
of Marketing collateral for OXIS products
|
Financial
support (approx. $12K/mo.)
|
|
Trade
Show attendance for OXIS products
|
|
|
Website
Management for OXIS
|
|
|
Patent
Expense for OXIS products
|
|
| |
|