Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - ATOSSA THERAPEUTICS, INC. | v301800_s1.htm |
| EX-3.1 - EXHIBIT 3.1 - ATOSSA THERAPEUTICS, INC. | v301800_ex3-1.htm |
| EX-3.3 - EXHIBIT 3.3 - ATOSSA THERAPEUTICS, INC. | v301800_ex3-3.htm |
| EX-10.1 - EXHIBIT 10.1 - ATOSSA THERAPEUTICS, INC. | v300180_ex10-1.htm |
| EX-10.3 - EXHIBIT 10.3 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-3.htm |
| EX-23.1 - EXHIBIT 23.1 - ATOSSA THERAPEUTICS, INC. | v301800_ex23-1.htm |
| EX-10.2 - EXHIBIT 10.2 - ATOSSA THERAPEUTICS, INC. | v300180_ex10-2.htm |
| EX-10.4 - EXHIBIT 10.4 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-4.htm |
| EX-10.6 - EXHIBIT 10.6 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-6.htm |
| EX-10.16 - EXHIBIT 10.16 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-16.htm |
| EX-10.11 - EXHIBIT 10.11 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-11.htm |
| EX-10.10 - EXHIBIT 10.10 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-10.htm |
| EX-10.15 - EXHIBIT 10.15 - ATOSSA THERAPEUTICS, INC. | v301800_ex10-15.htm |
Exhibit
10.17
Atossa Genetics,
Inc.
Proposal for:
Prototype
Development
Confidential
PR-10-48
June 30, 2010
Steven C. Quay M.D.,
Ph.D.
President
Atossa Genetics, Inc
4105 E. Madison St. Suite
320
Seattle, WA 98112
C: 206-419-4873
F: 206-325-6087
steven.c.quay@gmail.com
[GRAPHIC]
Jeff Martinez
Director of Sales & Business
Development
HLB, LLC
355 N. Canal St
Chicago, IL 60606
312-454-1116, ext
326
Jmartinez@hlb.com
Goal of
Prototype Development
The goal of this proposal is to deliver
20 functional prototypes of the original trigger design and facilitate the
fabrication of 10,000 disposables of the original disposable design that has
already passed the FDA. Since the disposable will not be changed in
the final design and because of the large quantity being requested a more
permanent tool must be developed. Atossa is responsible for
developing this one-to-one relationship with the selected supplier. The
estimated cost for the disposables ($114,400) is not part of this
proposal. The disposables kit quote does not include secondary
packaging and sterilization since this has not been identified as a requirement
to-date.
Phase 1:
Prototype Development
This phase outlines the steps needed to
have 20 trigger prototypes of the original design developed through the process
of urethane cast molding (and cast silicone for the diaphragm). Cost includes
all urethane molds and the cost for 20 piece parts. Assembly of trigger Units
will be done by HLB.
Notes &
Assumptions:
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Trigger Prototypes will be
assembled and checked for proper fit. No performance testing will be done
due to lack of performance targets (amount of suction required,
etc.)
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·
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HLB will not modify the existing
design (CAD Data). 2D documentation and part fabrication will be based on
existing CAD. If modifications are required, it will be quoted
separately
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·
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Disposables are not part of the
quote
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·
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Atossa Genetics will have a direct
relationship with the supplier that develops the tooling (PTI) for the
disposables
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Deliverables:
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·
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20 Trigger Assemblies (hand
assembled Urethane Cast
Parts)
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2D Control drawings (Critical
dimensions only)
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Test
plan
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Test
results
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Tasks:
1.1 Create 2D control drawings of all
parts
1.2 Develop SLA for urethane molding and
evaluate (receive client sign-off)
1.3 Support development of the urethane
molds
1.4 Develop urethane molds review FAI
data
1.5 Assemble and test (fit and basic
function) of 1st prototype
1.6 Create Test
Document
1.7 Assemble remaining 19 Trigger
units
1.8 Test each prototype for
suction
1.9 Document suction test results and
insights from assembly
1.8 Ship prototypes to
Atossa
Projected completion
time: 4-6
weeks
Professional Fees:
$44,800
Page 2 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential
PROVISIONS
If
the above proposal is accepted, a
retainer in the amount of $10,000 is due prior to the start of any
work. This retainer invoice is due
upon receipt. All invoices are due within thirty (30) days of issuance date.
(Please see Payments/Security Interest clause in our Terms and
Conditions.)
This contract is valid for sixty days
from date of issue and will be re-quoted, if required, upon expiration. All
estimates in this proposal are a result of our best judgment at this point in
time. Based upon the developmental nature of this project, we reserve the right
to re-quote as the project progresses and our original assumptions are modified.
Additional work may be required to complete this project. We will alert you to
this possibility. We will progress up to the dollar limits stated in this
proposal and then stop until we review the status of the project and Amendments
or Change Orders are agreed upon and properly authorized in
writing.
This proposal is subject to the Terms
and Conditions attached hereto. In the event of any conflict between the terms
of these Terms and Conditions and the proposal, the terms of the proposal shall
govern.
A written authorization and purchase
order are required in order to commence work. Written authorization may be done
by letter or a signature on this document. Please fax a signed copy of this
proposal or letter and purchase order to us at (312)
454.9019
|
HLB, LLC
Jeff Martinez
Director of Sales & Business
Development
BY:
/s/
Jeff
Martinez
DATE:
7-23-2010
|
Atossa Genetics,
Inc.
Steven C. Quay, M.D.,
Ph.D.
President
BY:
/s/
Steven C. Quay, M.D., Ph.D.
DATE: July 22,
2010
|
Page 3 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential
Terms and Conditions
1.
Services Upon the execution and delivery by
Client of the proposal attached hereto and made a part hereof (the “Proposal”),
HLB shall perform for Client the services (the “Services”) described in the
Proposal and in any Change Orders (as hereinafter defined). The Proposal, these
Terms and Conditions and any Change Orders are collectively referred to as the
“Agreement.”
2.
Compensation [As compensation for the Services,
Client shall pay to HLB the amount set forth in the Proposal, as increased or
decreased pursuant to any fee adjustments set forth in any Change Orders (the
“Fees”). The obligations of HLB pursuant to this Agreement shall not apply in
the event that all Fees and Expenses due to HLB from Client are not timely
paid.]
3.
Scheduling Client understands that the product
design services to be performed by HLB are
unique, extremely complex and involve a
great degree of Client/HLB interaction and discussion. The schedule for
completion of the Services set forth in the Proposal is an estimate of the time
required to complete the Services. The time actually required to complete the
Services or any portion thereof will be subject to Client availability, timely
delivery of information by Client to HLB, unforeseen design issues, design
changes and modifications requested by Client pursuant to Change Orders and
other matters which generally effect product design services. HLB shall properly
staff all projects and will use its commercially reasonable efforts to meet all
agreed upon schedules.
4.
Change
Orders In the event that Client requests any
modifications to the Services, HLB shall
prepare and deliver to Client a written
summary describing such modifications and the changes in the Services necessary
to effectuate such modifications (a “Change Order”). The Change Order will also
set forth the additional Fees, if any, and an estimate of the revised schedule
for completion of the Services as a result of such modifications to the
Services. After receipt of a Client request, verbal or written, for
modifications to the Services, HLB may elect not to continue or complete the
Services until HLB receives a signed copy of the Change Order from Client and
the schedule for completion of the Services shall be extended by the number of
days elapsed between the receipt of the modification request from Client and
HLB’s receipt of the signed Change Order. The execution of the Change Order by
Client shall constitute authorization from Client to HLB to proceed with the
Services as modified by the Change Order and Client’s
consent to the increase or decrease in
the Fees and revised schedule set forth in the Change Order.
5.
Charges
for External Resources To provide the Services HLB may use
external resources to include travel companies; third party vendors with
specialized knowledge or expertise; manufacturers or distributors of materials,
parts and product/part modelers. Client shall pay charges for these external
resources. HLB will notify the Client if charges for these services/items change
due to a Change Order. HLB shall have the right to require the Client
to pay directly to the vendor any of these charges.
6.
Invoices
and Payments [Unless otherwise provided in the
Proposal, at the end of every month and the completion of a phase, HLB shall
issue an invoice to Client (an “Invoice”) for all work performed to date, plus
all Charges for External Resources in connection with the Services during the
period covered by such Invoice. Client shall pay to HLB the amount set forth in
each Invoice within thirty (30) days of receipt of such Invoice. Any amount
which is not paid when due shall bear interest at the rate of 1.5% per month or
portion thereof from the date such amount became due through the date on which
payment is received by HLB. All payments shall be made to HLB at 345
North Canal Street, Chicago, Illinois 60606.]
Page 4 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential
7.
Inspections Client shall have the right, upon
reasonable prior notice to HLB and during HLB’s normal business hours, to
inspect and review HLB’s facilities and pertinent technical, project and
financial records with respect to the Services; provided, however, that Client
shall execute such confidentiality agreements as are required by HLB. All such
inspections and reviews shall be subject to HLB’s security and safety
requirements.
8.
Termination Client or HLB may, by written 30 day
advance notice to each other (a “Termination Notice”), terminate the Services at
any time. No Termination Notice shall be effective until actual written receipt
thereof by the non-terminating party. HLB shall cease performance of the
Services as soon as is reasonably possible following the non-terminating party’s
receipt of a Termination Notice. Following termination of the Services, HLB
shall provide to Client an Invoice for all work performed through the
termination date plus all Expenses in connection with the termination of the
Services (collectively, the “Termination Payment”). HLB shall prepare a final
Invoice with respect to the Termination Payment as soon as is practicable
following its receipt or delivery of a Termination Notice. HLB will use
reasonable efforts to
minimize continuing charges and expenses
associated with any termination of this Agreement and the Services; provided,
however, that HLB shall have the right to disassemble, organize and return all
materials and equipment in connection with the Services.
9.
Technical
Data Client shall promptly furnish to HLB all
necessary technical and other data
necessary to perform the Services.
Client represents that it has the right to use all such information and hereby
grants to HLB the right to use such information as contemplated by the Proposal.
All reports, designs, information, inventions and materials (“Project
Information”) developed for Client by HLB shall be the property of HLB until the
completion or termination of the Services and payment in full of all amounts due
to HLB, at which time, all Project Information shall be provided to and shall
become the property of Client. HLB shall have the right to retain for its
records copies of all such Project Information, data, drawings, specifications,
reports, estimates, summaries, and other information and materials. HLB
shall
maintain as confidential all Project
Information for a period of five (5) years following completion of the Services
by HLB or termination of the Services by Client unless such Project Information:
(i) was available to the public prior to the HLB’s receipt thereof, (ii) becomes
available to the public following HLB’s receipt thereof through no fault of HLB,
(iii) was in the possession of HLB prior to the date hereof, or (iv) has been
developed by HLB as a result of activities carried out independently of the
Services and without access to technical information made in connection with the
Services.
10.
Inventions/Patent
Rights At Client’s cost and expense, HLB will
perform all lawful and necessary acts, sign all patent, trademark and copyright
applications, oaths, assignments and other papers necessary to apply for, obtain
and assign to Client the Letters Patent trademarks and copyrights for any and
all such inventions and discoveries. Client shall conduct and pay for all
searches and other aspects of the patent, trademark or copyright application
processes and the assignment thereof to Client and costs and expenses incident
thereto (including attorneys’ fees and expenses).
11.
Proprietary
Technology In the event that the Services require
use of proprietary technology (patents, confidential information or know-how)
which belongs to HLB, then HLB will negotiate, under reasonable terms, a license
to Client of the rights to such technology. Any use of HLB’s proprietary
technology which is anticipated by HLB prior to the commencement of the Services
shall be disclosed to Client prior to the commencement of the
Services.
Page 5 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential
12.
Disclaimers HLB makes no representations or
warranties (i) regarding the intellectual property rights of Client in any
invention, discovery, design or product produced pursuant to the Services
(collectively, the “Products”), (ii) regarding any actual or potential
infringement of the Products on any intellectual property or other rights of any
person or entity and (iii) regarding the prior development or current existence
of any invention, discovery, design or product similar to the Products. HLB
expressly disclaims all liability and responsibility regarding safety testing or
warnings necessary or desirable in connection with any of the Products. HLB
shall have no liability or responsibility to conduct any investigation or
inquiry with respect to the foregoing; provided, however, that HLB shall
disclose to Client all infringements upon the rights or patents of others and
all violations of federal, state or local laws of which HLB has actual
knowledge. HLB will make reasonable efforts to comply with any federal, state or
local laws with respect to
the Products.
13.
Limits
of Liability EXCEPT AS SET FORTH IN THIS AGREEMENT,
HLB HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO
THE SERVICES AND/OR PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR TITLE AND,
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SERVICES AND/OR PRODUCTS ARE PROVIDED
“AS IS”. HLB will not be liable for any indirect, direct, special, or
consequential losses or damages, including, without limitation, loss of business
or lost profits, regardless of the form of action, whether in contract, tort or
otherwise, and regardless of whether the cause of action arises from the
Services and/or Products or any component
thereof, or from performance by HLB
under this Agreement or any action or failure to act by HLB. In no event shall
HLB’s liability hereunder exceed the amount of Fees paid by Client to HLB
pursuant to this Agreement.
14.
Deliveries All deliveries from HLB to Client shall
be F.O.B. shipping point and title and risk of loss with respect to such
deliveries shall pass to Client at the shipping point.
15.
Personnel Each of HLB and Client agrees that
neither HLB nor Client, respectively, shall solicit or employ the employees of
Client or HLB, respectively, during the performance of the Services and for a
period of twelve (12) months following the completion of the
Services.
16.
Waiver Any waiver by any party of its rights
under the Agreement shall be in writing and signed by the party waiving such
right. The failure of either party to enforce any of the provisions of this
Agreement or any rights in respect thereto, or to exercise any election herein
provided, shall not waive such provisions, rights or elections or subsequent
breaches thereof.
17.
Force
Majeure HLB shall not be liable for delays in or
non-performance of the Services as a result of strikes, lockouts, fires, war
conditions, accidents, foreign or domestic governmental controls or other
actions, embargoes or other causes beyond such HLB’s
control.
18.
Relationship
of Parties The relationship of the parties shall be
that of independent contractors and not as partners or joint venturers. Each
party is, and is intended to be, engaged in its own and entirely separate
business.
19.
Assignment/Benefit This Agreement and the rights and
obligations in connection herewith and therewith to Client may only be assigned
with the prior written consent of HLB. Any assignment in contravention hereof
shall be null and void. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective representatives, successors and
assigns.
Page 6 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential
20.
Notices All notices and other communications
given hereunder shall be in writing and deemed to have been given when (i)
personally delivered, (ii) one (1) business day after delivery to a nationally
recognized overnight courier service for next business day delivery, (iii) upon
the written confirmation of receipt following the transmission of a facsimile or
(iv) three (3) days after being mailed by certified mail, postage prepaid, to
the addresses of HLB or Client as set forth in the Proposal or to such other
addresses as either party hereto may request by notice given as
aforesaid.
21.
Governing
Law This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois. In the event of
any dispute, action or proceeding in connection with this Agreement, the
Services or any documents, instruments or transactions in connection therewith,
the non-prevailing party shall pay all costs and expenses (including reasonable
attorneys’ and paralegals’ fees and expenses) incurred by the prevailing party
in connection with such dispute, action or proceeding.
22.
Jurisdiction
and Venue HLB AND CLIENT IRREVOCABLY AGREE THAT
ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM
OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY DOCUMENTS, INSTRUMENT OR
TRANSACTION IN CONNECTION HEREWITH OR THEREWITH SHALL BE HEARD OR LITIGATED
EXCLUSIVELY IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, COOK COUNTY,
STATE OF ILLINOIS. HLB AND CLIENT CONSENT AND SUBMIT TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY, COUNTY AND STATE AND
IRREVOCABLY WAIVE ANY RIGHT TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR
PROCEEDING OR OBJECT TO THE
JURISDICTION OF ANY SUCH COURT OVER THE
PARTIES HERETO.
23. Entire
Agreement/Conflict This Agreement constitutes the entire agreement and
understanding between the parties with respect to the Services and supersede all
previous negotiations, agreements and representations between the parties,
written or oral, all of which shall be deemed to be merged into this Agreement.
In the event of any conflict between the terms of these Terms and Conditions and
the Proposal, the terms of the Proposal shall govern.
Page 7 of 7
Atossa
Genetics, Inc – HLB – PR-10-48 (Rev B)
HLB
Confidential