Cooperative Research and Development Agreement

EXHIBIT 10.3


AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT


between

Institute of Experimental Botany

Academy of Sciences of the Czech Republic

Rozvojova 135

160 00 Praha 6

Czech Republic

(hereinafter referred to as the INSTITUTE


and


Senetek PLC

620 Airpark Road

Napa, CA 94558

USA

(hereinafter referred to as SENETEK )


WHEREAS the INSTITUTE in its Laboratory of Growth Regulators headed by Professor Miroslav Strnad is performing basic research on cytokinins and related plant growth regulators and is willing to provide to SENETEK samples of cytokinins and cytokinin analogs and related information developed at the INSTITUTE and covered by patents and/or patent applications of owned by the INSTITUTE, for testing, possible further development by the INSTITUE and SENETEK, and ultimately possible licensing to SENETEK; and


WHEREAS SENETEK is a company developing pharmaceutical and cosmeceutical products and, in connection with such business, has made certain inventions regarding cytokinins and cytokinin analogs and methods of using them for various indications related to ameliorating signs of aging which are covered by the SENETEK PATENTS, as hereinafter defined; and


WHEREAS SENETEK is interested in testing and evaluating, in cooperation with the INSTITUTE, COMPOUNDS, as hereinafter defined, developed by the INSTITUTE and in obtaining licenses covering such of these COMPOUNDS as it may select as hereinafter provided.


NOW THEREFORE in consideration of above-mentioned premises the parties agree as follows:

ARTICLE 1 DEFINITIONS


COMPOUNDS as used herein means chemical compounds developed by the INSTITUTE that may be used for medical skin care applications and/or cosmetic skin care applications. The compounds can exhibit one or more of the following biological activities, among others: cytokinin activity in tobacco callus, wheat antisenescent and Amaranthus bioassay, antisenescent activity on human fibroblasts, cytotoxicity for skin cancer cells, antipsoriatic activity for hyperproliferative skin cells, anti-inflammatory activity for skin cells and other anti-senescence skin cell activities.

TESTING as used herein means cytokinin activity and cytotoxicity testing to determine the most suitable COMPOUNDS for further development for medical skin care applications and/or cosmetic skin care applications.

PARTY as used herein means either of the PARTIES to this Agreement as the case may be, and both of them when used in plural.

PATENT APPLICATION as used herein means currently owned patents and patent applications of the INSTITUTE covering cytokinin-like COMPOUNDS including PCT/CZ02/00045 filed on August 1, 2002 titled "Heterocyclic compounds based on N 6 -substituted adenine, methods for their preparation, their use for preparation of drugs, cosmetic preparations and growth regulators, pharmaceutical preparations, cosmetic preparations and growth regulators containing these compounds" inventors Dolezal et al. (scheduled for publication in February 2003).

SENETEK PATENTS as used herein means SENETEK's issued patents (U.S. Patents 5,371,089, 5,602,139, 5,614,407, 5,021,422, 5,164,394, and 5,151,425 and the corresponding international and foreign patents) related to the use of cyctokinins for medical skin care applications and/or cosmetic skin care applications, and any patents hereafter issued which are entitled to the same priority date(s) as such issued patents.


EFFECTIVE DATE as used herein shall mean the date of the last signature of this Agreement by the PARTIES.


ARTICLE 2 SCOPE OF THE AGREEMENT

2.1 Subject to the terms and conditions of this Agreement, SENETEK shall from time to time, as provided in Article 3 below, obtain from the INSTITUTE such of the COMPOUNDS which are covered by the PATENT APPLICATION as SENETEK may designate.

2.2 During the term of this Agreement SENETEK will screen and conduct TESTING of these COMPOUNDS in skin models and otherwise for their anti-senescence activity and toxicity.


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ARTICLE 3 DUTIES OF THE PARTIES

3.1 Promptly after the EFFECTIVE DATE, the INSTITUTE shall provide SENETEK with a complete listing and description of all COMPOUNDS developed by the INSTITUTE which are covered by the PATENT APPLICATION, together with all chemical and biological information in its possession with respect to such COMPOUNDS.

3.2 Not more frequently than every two (2) weeks after delivery of such information by the INSTITUTE, SENETEK will select and advise the INSTITUTE, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time.

3.3 The INSTITUTE shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to test, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 100 mg each.

3.4 Not later than nine (9) months after delivery by the INSTITUTE of the first listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the INSTITUTE with a report of the results of the TESTING of the COMPOUNDS. SENETEK will also indicate those COMPOUNDS for which SENETEK wishes to be granted a license. SENETEK may, if it so chooses, deliver such reports and indicate COMPOUNDS it wishes to license on more than one occasion during such period. Such license shall be exclusive and world-wide in the field of use for medical skin care applications, including antipsoriatic, anti-inflammatory and related applications, and/or cosmetic skin care applications.

3.5 Within three (3) months of SENETEK's decision to license COMPOUNDS as provided in Article 3.4, the PARTIES will enter into a License Agreement with respect to such COMPOUNDS having principle terms as set forth in the Term Sheet attached hereto. The final details of the License Agreement will be negotiated in good faith by the PARTIES hereto.

3.6 If SENETEK does not deliver one or more reports as provided in Article 3.4 or, having delivered such report or reports, decides not to execute a License Agreement negotiated by the PARTIES as provided in Article 3.5, as to any particular COMPOUND or COMPOUNDS, then the INSTITUTE shall be free to commercialize such COMPOUND or COMPOUNDS itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK's rights under the SENETEK PATENTS as regards commercialization of any COMPOUND or method covered thereby..


ARTICLE 4 CONSIDERATION; DEVELOPMENT OF SELECTED COMPOUNDS

4.1 In addition to the INSTITUTE's rights of patent ownership under Article 5, as additional consideration for the rights granted to SENETEK herein SENETEK agrees that, if SENETEK advises the INSTITUTE as provided in Article 3.2 that it wishes to conduct TESTING on any COMPOUND or COMPOUNDS, SENETEK will be obligated to pay or reimburse the INSTITUTE for the expenses of such TESTING and/or further evaluation, in vitro and in vivo testing, and development of the selected


3 COMPOUNDS (collectively with the TESTING, the ?R&D"). Such payments to the INSTITUTE shall be made by bank transfer monthly ...