-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQP8epgn1hiS3CrIcg/2zoR+hEeO8Fa4AqT6NMt60IoXBDAvAzeeDR8y3CAPO7yr F+VAfJcGBp/ZIpSpkdl5Mg== 0001013762-05-001405.txt : 20051027 0001013762-05-001405.hdr.sgml : 20051027 20051027171209 ACCESSION NUMBER: 0001013762-05-001405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DNA SCIENCES INC CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90539 FILM NUMBER: 051160708 BUSINESS ADDRESS: STREET 1: 9229 WEST SUNSET BOULEVARD, SUITE 830 CITY: LOS ANGELES STATE: CA ZIP: 90069 BUSINESS PHONE: 3108601362 MAIL ADDRESS: STREET 1: 9229 WEST SUNSET BLVD, SUITE 830 CITY: LOS ANGELES STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: PROHEALTH MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20010504 FORMER COMPANY: FORMER CONFORMED NAME: DCC ACQUISITION CORP DATE OF NAME CHANGE: 19990211 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 8-K 1 oct2720058k.txt 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): October 17, 2005 Applied DNA Sciences, Inc. (Exact name of registrant as specified in its charter) Nevada 002-90539 59-2262718 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 9229 Sunset Boulevard, Suite 830, Los Angeles, CA 90069 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code (310) 860-1362 Copies to: Andrea Cataneo, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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 (see General Instruction A.2. below): [ ] 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 (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 - Entry into a Material Definitive Agreement We have entered into a lease agreement, effective November 1, 2005, to move our headquarters to the campus of the State University of New York at Stony Brook. Our new address will be 25 Health Sciences Drive, Suite 113, Stony Brook, New York 11790. Pursuant to the lease agreement, we have rented 2,500 square feet of office and laboratory space, comprising Suites 112, 113 and 115 at our new address. Term term of the lease is for one year, at a rent of $50,000 for the year, payable in equal monthly payments of $4,166. In addition, our energy surcharge will be $520.83 per month. On October 18, 2005, we entered into an Independent Contractor's Agreement (the "Agreement") with Ms. Karin Klemm, our former Chief Financial Officer (see Item 5.02 below), pursuant to which Ms. Klemm will continue to assist the Company with its pending registration statement and the annual report for the fiscal year ended September 30, 2005 (the "Projects"). The Agreement terminates upon the earlier of January 15, 2006 or the completion of the Projects. Pursuant to the Agreement, we agree to pay Ms. Klemm a per diem rate of $500 per day for work done in the State of California and $750 per day for work done at the Company's request outside the state of California. Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Resignation of Michael Hill On October 20, 2005, Mr. Michael Hill, a member of the board of directors, resigned as a director, effective immediately, to pursue other interests. Resignation of Karin Klemm On October 17, 2005, Ms. Karin Klemm, our Chief Financial Officer, resigned effective immediately. Ms. Klemm resigned because she is unable to re-locate to New York, where the Company is moving its headquarters. Dr. James Hayward, our current Chief Executive Officer, will assume the role of Principal Financial Officer and Principal Accounting Officer until the Company is able to hire a new CFO. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description - -------------------------------------------------------------------------------- 10.1 Lease Agreement, effective as of November 1, 2005, by and between Applied DNA Sciences, Inc. and Long Island High Technology Incubator, Inc. 10.2 Consulting Agreement, dated as of October 18, 2005, by and between Applied DNA Sciences, Inc. and Karin Klemm 99.1 Letter of Resignation from Michael Hill 99.2 Letter of Resignation from Karin Klemm 2 SIGNATURES 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. Applied DNA Sciences, Inc. Date: October 27, 2005 /s/ PETER BROCKELSBY -------------------- Peter Brockelsby President 3 EX-10 2 oct2720058k101.txt Exhibit 10.1 AGREEMENT OF LEASE LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC. Applied DNA November 2005 thru October 2006 AGREEMENT OF LEASE This Lease dated this First day November 2005 is by and between LONG ISLAND HIGH TECHNOLOGY INCUBATOR, INC., a nonprofit educational corporation existing under the laws of the State of New York, having its principal place of business located at 25 Health Sciences Drive, Stony Brook, New York, hereinafter referred to as "Landlord," and Applied DNA, a New York Corporation having its principal place of business located at Suites 112, 113 and 115, 25 Health Sciences Drive, Stony Brook, New York (hereinafter referred to as "Tenant") WHEREAS, by terms of a certain ground lease Agreement between the State University of New York and LANDLORD, the State University of New York has granted to LANDLORD the authority to construct a facility on certain land on the campus of Stony Brook, hereinafter referred to as the "Incubator," and to lease space in such facility for emerging high technology enterprises, such space, specifically Suites # 112, 113 and 115,(2500 sq. feet) is the designated premises under this Lease; and WHEREAS, the Tenant has developed competence and expertise in technical matters relating to DNA encryption (as hereinafter defined; and WHEREAS, LANDLORD wishes to promote and foster economic development in the Field, and WHEREAS, LANDLORD wishes to make available to the faculty and students at the State University of New York at Stony Brook ("USB") additional opportunities for practical application and study in the Field; and WHEREAS, the Tenant qualifies as a start-up company in the area of biotechnology, as provided in the January 22, 1986 Resolution of the State University of New York Board of Trustees and the Incubator Guidelines and Procedures of the State University of New York at Stony Brook (see appendix A); and WHEREAS, Tenant has agreed to provide information on revenues and employment for a period of 5 years following graduation from the program; and WHEREAS, Tenant wishes to stimulate future companies in the Incubator program and will make every effort to contribute to the Incubator corporation in some fashion following graduation; and NOW, THEREFORE, in consideration of ten ($10.00) dollars and good and valuable consideration, Landlord and Tenant hereby agree as follows: 1. Grant Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon and subject to the terms and conditions contained herein, the Premises (as hereinafter defined) 2. Premises The Premises are more particularly described in Exhibit "A" annexed hereto and made a part hereof [the "Premises"]. Under State University Board of Trustees resolution of January 22, 1986 and further referenced in paragraph (b) of the Patents and Inventions Policy of State University of New York dated September 19, 1979, and amended November 16, 1988 such facilities are considered Tenant facilities and not State University facilities for purposes of patent and copyright ownership. 3. Term a) The terms of this Lease shall be for one year commencing November 1, 2005 and ending October 31, 2006, provided however that in the event that the Landlord determines in its sole discretion that the Incubator project is abandoned or that an order is received from a government agency to vacate the Premises, the ending date may be accelerated to such date as determined to be reasonable by the Landlord. 4. Rent a) The rent payable hereunder is $50,000 which sum shall be payable in monthly installments of $4,166.00 on the first day of each month during the term. Rent payable by Tenant under this Lease shall be paid when due without prior demand therefore, without any deductions or setoffs or counterclaims whatsoever. The energy surcharge will be $520.83 per month. b) Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operation, as well as upon its leasehold interest, trade fixtures, furnishings, equipment, leasehold improvements made by Tenant, alterations, changes and additions made by Tenant, merchandise and personal property of any kind owned, installed or used by Tenant in, on or upon the Premises. Tenant shall be responsible for making any necessary returns for and paying any other property taxes separately levied or assessed against the improvements constructed by Tenant on the Premises. 5. Indemnification and Hold Harmless a) Tenant agrees to save Landlord harmless from, and indemnify Landlord against, any and all injury, loss or damage and any and all claims for injury, loss or damage, caused by, resulting from, or claimed to have been caused by or to have resulted from (i) the use, occupancy, or enjoyment of the Premises or (ii) any act, omission or negligence of Tenant or anyone claiming under Tenant (including, without limitation, employees, contractors, invitees, successors and assigns or Tenant). i) Comprehensive general liability insurance in the amount of $2,000,000 combined single limit. Such policy shall name the Landlord, SUNY at Stony Brook, and the State of New York as an additional insured and loss payee. ii) Workers Compensation Insurance and New York State Disability Insurance in amounts required under New York State laws. b) All policies of insurance provided for in this Section shall be issued in a form acceptable to Landlord by insurance companies qualified to do business in the State of New York. Each such policy shall be issued in the names of Landlord and Tenant and any other party listed above. Said policies shall be for the mutual and joint benefit and protection of Landlord and Tenant and any such other parties in interest, and executed copies of each such policy of insurance or a certificate thereof shall be delivered to each of Landlord within ten (10) days after delivery of possession of the Premises to Tenant and renewals or replacements thereof shall be so delivered at least thirty (30) days prior to the expiration of each said policy. All such policies of insurance shall contain a provision that the company writing said policy will give to Landlord and other said parties in interest at least ten (10) days prior written notice of any cancellation, lapse, or reduction in the amounts of insurance. All such policies shall contain a provision that Landlord and any such other parties in interest, although named as an insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees by reason of the negligence of Tenant. c) Tenant shall not do nor suffer to be done, nor keep nor suffer to be kept, anything in, upon or about the Premises which could (i) contravene Landlord's policies insuring against loss or damage by fire or other hazards, (ii) prevent Landlord from procuring such policies from companies acceptable to Landlord (iii) cause an increase in the insurance rates upon any portion of the Premises. If Tenant violates any prohibition provided for in the first sentence of this Section, Landlord may without notice to Tenant, correct the same at Tenant's expense. Tenants shall pay to Landlord as additional rent forthwith upon demand the amount of any increase in premiums for insurance resulting from any violation of the first sentence of this Section, even if Landlord shall have consented to the doing of, or keeping of, anything on the Premises which constituted such a violation (but the payment of such additional rent shall not entitle Tenant to violate the provisions of the first sentence of this paragraph.) 6. Security a) Tenant shall have deposit with Landlord a security deposit equal to two (2) months rent. b) If Tenant pays the rent and performs all of its other obligations under this Lease, Landlord will return the unused portion of this security deposit with thirty (30) days after the end of the term. 7. Services Landlord shall provide the following services to Tenant all ordinary and necessary water, gas, and electrical services, heat and sewage services for Tenant. ROLM telephone services will be provided in accordance with USB policy at the expense of the Tenant. Tenant may avail itself of other campus services at the established third-party rates. Tenant understands and agrees that services offered by USB to Tenant shall be equivalent to those provided to campus academic and administrative offices, unless otherwise agreed in writing by both parties. All activities of the Tenant involving facilities and services of USB will be consistent with applicable policies and guidelines of USB. 8. Use of Premises a) Tenant may only use the Premises for an office or laboratory in accordance with the terms hereof and the rules and regulations now or hereafter adopted by Landlord for the Incubator. b) Tenant agrees to keep the Premises in good order and condition during the term of this agreement. c) Tenant shall use the Premises only in connection with the Tenant's business, as such business was described and presented to Judith M. McEvoy or the Tenant Selection and Review Committee and for no other business without Landlord's prior, written consent. d) Tenant specifically agrees not to hold itself out as representing the State of New York, The State University of New York, or USB in connection with the use of State-owned property to which this Lease relates, nor shall the name of the State of New York, the State University of New York, or USB be used by Tenant for any purpose without prior, specific written approval of the party whose name is to be used. e) Tenant shall meet with Landlord at least annually, at a time determined by Landlord, for the purpose of reviewing the Tenant's business plan or part thereof and compare the proposed plan of action against reality. Should the Tenant fail to develop a business plan the lease will not be renewed. f) Tenant will contract through the Research Foundation of the State University of New York for any business and research-related tasks to be performed by faculty or staff of USB utilizing University facilities. Faculty and staff are permitted to consult with Tenant in accordance with the policies and guidelines of Foundation and USB as stated in State University of New York at Stony Brook Faculty and Professional Employee Handbook, page 44. Outside Consulting Work (see Appendix A). g) Tenant may submit proposals for collaborative efforts and joint ventures to USB for mutual benefit. Accepted proposals will be administered by separate contracts which shall in no way diminish or change any provision of this Lease. The failure of Tenant to fulfill its obligations herewith or the breach of any of the terms hereof or any misrepresentation made by Tenant in connection with this Lease shall constitute a default hereunder and Landlord shall have the right, at its option, to terminate this Lease, in addition to any and all other remedies and rights available to it in equality and at law. 9. Right of Entry a) Landlord or Landlord's agents shall have the right (but shall not be obligated) to enter the Premises in any emergency at any time, and, at other reasonable times, to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary and reasonably desirable to the Premises or to any other portion of the Building or which Landlord may elect to perform. Throughout the term hereof Landlord shall have the right to enter the Premises at reasonable hours for the purpose of showing the same to visitors, prospective purchasers or mortgagees of the Building, and during the last six months of the term for the purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an entry into the Premises, Landlord or Landlord's agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly and provided reasonablecare is exercised to safeguard Tenant's property, such entry shall not render Landlord or; its agents liable therefore nor in any event shall the obligations of Tenant hereunder be affected. b) Tenant agrees that Landlord may conduct construction work in the immediate area surrounding the demised Premises. Landlord agrees that it will exercise good faith efforts to conduct such construction work so as not to unreasonably interfere with Tenant. 10. No Assignment or Sublease Due to the fact that the LIHTI Incubator is intended to benefit specific types of companies in the developmental stages, and because Tenant has been specifically approved for participation in the LIHTI Incubator project, Tenant agrees that it cannot assign this agreement or sublease the Premises nor any portion thereof without Landlord's consent, which may be granted or withheld in Landlord's sole discretion. 11. Alterations Tenant may make no changes in or to the Premises of any nature without Landlord's prior written consent. All fixtures and all paneling, partitions, railings and like installations, installed in the Premises at any time, either by Tenant or by Landlord on Tenant's behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this Lease, elects to relinquish Landlord's right thereto and to have them removed by Tenant, in which event the same shall be removed from the Premises by Tenant prior to the expiration of this Lease at Tenant's expense. Upon removal of such installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the Premises to the condition existing prior to installation and repair any damage to the Premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the Premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the Premises by Landlord, at Tenant's expense. 12. Rules and Regulations Tenant agrees to adhere to and abide by any rules and regulations that may be adopted or modified by the Landlord. 1. Tenant shall not install any signage; awnings or structure of any kind whatsoever in the interior or exterior of the Building without Landlord's written consent. 2. Tenant shall not connect any apparatus, equipment or device to the water, plumbing, HVAC lines without first obtaining the written consent of the Landlord. 3. Tenant shall not operate any electric powered machines or equipment, except normal office equipments such as copiers, calculators, personal computers, or dictating equipment, without first obtaining the written consent of the Landlord. 4. Tenant shall not operate or permit to be operated any musical or sound-producing device, which may be heard outside of Tenant's Premises. 5. Tenant shall not bring or permit to be brought into thebuilding any animals or birds whether alive or dead. USB has an authorized animal control facility for such use. 6. No toxic or hazardous substances shall be used stored or brought into the Building by Tenant. 7. Tenant shall first obtain the written approval of Landlord before hiring any contractors or installation technicians rendering any Building services including, but not limited to, installation of electrical devices and installation of any and every nature affecting floors, ceilings, equipment or other physical portions or services of the Building. No outside telecommunications service or provider will be used. 8. Tenant assumes all risk of damage to any and all articles moved or installed, as well as all injury to any person or property in such movement, and hereby agrees to indemnify Landlord against any loss resulting therefrom. 9. Landlord shall not be responsible for any loss or stolen property, equipment, money, jewelry from the leased Premises or the public areas of the Building or grounds. 10. Landlord shall have the right to determine the maximum weight and proper position of any heavy equipment, including safes, large files, etc. that are to be placed in the Building, and only those which, in the opinion of the Landlord, will not do damage to the floors, structures or elevators may be moved into the Building. 11. Tenant shall not allow any violation of fire or safety regulations. Tenant agrees at its own expense to comply with, and to indemnify and hold Landlord harmless with respect to any violation of, all recommendations and requirements with respect to the Premises, or its use or occupancy, of the insurance underwriters or any similar public or private body, and any governmental authority, having jurisdiction over insurance rates with respect to the use or occupancy of the Building. 12. Appliances including but not limited to refrigerators, freezers, cooking equipment (microwaves) are not permitted without first obtaining the written consent of the Landlord. 13. Mechanics' Liens Tenant will not permit to be created or to remain undischarged any lien, encumbrance or charge arising out of any work done or materials or supplies furnished by any contractor, mechanic, laborer or materialman by or for Tenant or any mortgage, conditional sale, security agreement or chattel mortgage. If any such lien shall be filed against the Building or any part thereof, Tenant will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise within thirty (30) days after the filing thereof. If Tenant shall fail to cause such lien or notice of lien to be discharged within the period aforesaid, then, in addition to any other right or remedy Landlord may, but shall not be obligated to, discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lienor with the interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses, including attorney's fees, incurred by Landlord in connection therewith, shall constitute Additional Rent payable by Tenant under this Lease and. Shall be paid by Tenant to Landlord on demand. 14. Termination a) This Lease shall be terminated by: i) expiration of this agreement or ii) revocation by the Landlord. b) In the event this agreement is terminated and the Tenant fails to vacate the Premises, the Tenant agrees to pay holdover rental in the amount of $24 per square foot of the Premises and allocated Common Area Space. 15. Notice a) Any Notice hereunder must be in a signed writing and served by certified mail, return receipt requested as follows: i) Landlord: Long Island High Technology Incubator, Inc, Box 100, 25 Health Sciences Drive Stony Brook, New York 11790-3350 Attn.: Manager ii) Tenant: Applied DNA Box 113, 25 Health Sciences Drive, Stony Brook, NY 11790-3350 16. No Encumbrances Tenant agrees that it cannot mortgage nor encumber the Premises nor any portion thereof. 17. Default a) Failure of Tenant to pay rent by the 5th day of any month or to otherwise adhere to the terms and conditions herein shall be deemed an event of default. b) Landlord's Remedies. If any Event of Default occurs, then and in each such case, Landlord may treat the occurrence of such Event of Default as a breach of this Lease, and in addition to any and all other rights or remedies of Landlord in this Lease or by law or in equity provided, Landlord shall have, in its option, without further notice of demand of any kind to Tenant or any other person: (i) the right to terminate this Lease; (ii) the right to bring suit for the collection of Rent, as it accrues pursuant to the terms of this Lease, and damages (including without limitation 18. No Modification This Agreement may not be changed, amended or modified except in a writing duly executed by all parties herein. 19. No Waiver Failure of the Landlord to exercise a right or remedy to which it is entitled to exercise pursuant to this agreement shall not be deemed a waiver of its right to later exercise the right or remedy. 20. Estoppel Certificates Within ten (10) days after Tenant takes possession of the Premises, and from time to time thereafter within ten (10) days after request in writing there for from Landlord, Tenant agrees to execute and deliver to Landlord, or to such other addressee or addressees as Landlord may designate (and any such addressee may rely thereon), a statement in writing in a form and substance prepared by Landlord, certifying (i) that this Lease is unamended and in full force and effect (or identifying any amendments, (ii) whether either party hereto is in default hereof (and specifying any such default), (iii) the date(s) to which Rent has been paid, and (iv) such other matters as Landlord shall reasonably request. In the event that Tenant fails to provide such statement within ten (10) days after Tenant takes possession of the Premises and from time to time thereafter within ten (10) days after Landlord's written request therefore, Tenant does hereby irrevocably appoint Landlord as attorney-in-fact of Tenant, coupled with an interest, in Tenant's name, place and stead so to do in each and every case. 21. Subordination Tenant agrees that this Lease and the Tenant's interest herein shall be subordinate to any mortgage, deed of trust, ground or underlying lease, or any method of financing or refinancing now or hereafter placed against the Premises and/or any or all of the Building of which the Premises is a part and/or the land upon which the Building is located; and to all renewals, increases, modifications, replacements, consolidations and extensions thereof. Upon request of Landlord, Tenant agrees to execute and deliver any and all documents as Landlord shall request to evidence such subordination as aforesaid. 22. Destruction In the event of the destruction of the Building to such a degree that Landlord shall elect to demolish or substantially renovate or rehabilitate the Building, Landlord shall have the right to terminate this Lease upon notice to Tenant. 23. Building Alterations and Management Landlord shall have the right at anytime without the same constituting an eviction and without incurring liability to Tenant therefore to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building may be known. There shall be no allowance to Tenant for dimmution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord or other Tenants making any repairs in the Building or any such alterations, additions and improvements. Long Island High Technology Applied DNA Sciences, Inc. Incubator, Inc. (Landlord) Judith M. McEvoy James A. Hayward, Ph.D. President Chief Executive Officer By: /s/ JUDITH M. MCEVOY By: /s/ JAMES A. HAYWARD ------------------------ ----------------------- JUDITH M. MCEVOY JAMES A. HAYWARD Dated: October 24, 2005 Dated: October 24, 2005 EX-10 3 oct2720058k102.txt Exhibit 10.2 INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into by and between APPLIED DNA SCIENCES, INC. a Nevada corporation with its offices located at 9229 Sunset Blvd., Suite 830, West Hollywood, CA 90069 ("Company"), and Karin Lise Klemm an individual residing at 26500 W. Agoura Road Suite 870, Calabasas, CA 91302 ("Contractor"), effective October 18, 2005, for the purpose of setting forth the terms and conditions by which Company will acquire Contractor's services on a temporary basis. 1. Engagement of Services. 1.1 Attached to this Agreement as Exhibit "A" is a statement of the work to be performed by Contractor, Contractor's rate of payment for such work, the maximum price Company shall be obligated to pay under this Agreement, the specific Company facilit(ies) and work area(s) which shall be made accessible to Contractor and such other terms and conditions as shall be deemed appropriate or necessary for the performance of the work. Company is not obligated to issue any additional orders for work by Contractor under this Agreement. 1.2 Company has selected Contractor to perform these services to the special order of the Company. As a result, Contractor may not subcontract or otherwise assign his obligations under this Agreement without Company's prior consent. Contractor agrees to perform the services in a professional manner. Contractor and the Company understand that the services rendered hereunder shall be deemed "work for hire" within the meaning of the U.S. Copyright Act and the Company shall be the author thereof and owner of all rights therein and thereto including the copyright thereof and all derivative works thereof throughout the world in all media now or hereafter known or devised in perpetuity. 2. Term. This Agreement shall commence upon execution hereof and continue until each of the services provided by Contractor under Exhibit "A" are completed or January 15, 2006, whichever is sooner. This Agreement may be terminated at any time in accordance with Section 6 hereunder. 3. Compensation. The Company will compensate the Contractor as set forth in Exhibit "B" for services rendered by Contractor pursuant to this Agreement. Contractor will be reimbursed for any reasonable, approved expenses incurred in connection with the performance of services under this Agreement and including any and all travel, if required by Company. The Company will compensate Contractor for services and will reimburse Contractor for previously approved expenses, if any, within fifteen (15) days of the date of Contractor's invoice. 4. Independent Contractor Relationship. Contractor and the Company understand, acknowledge, and agree that Contractor's relationship with Company will be that of an independent contractor in accordance with the provisions of Nevada law, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship. Contractor is not an agent of Company and is not authorized to act on behalf of Company. Consultant will not be eligible for any employee benefits, nor will Company make deductions from any amounts payable to Contractor for taxes. Any and all tax consequences resulting from payment under this Agreement shall be the sole responsibility of Contractor. 5. Trade Secret /Intellectual Property Rights. 5.1 Disclosure. (a) Contractor agrees to disclose promptly in writing to the Company, or any person designated by the Company all work product, including but not limited to computer programs, processes, know-how and other copyrightable material, that is conceived, developed, made or reduced to practice by Contractor within the scope of the Project. (b) Contractor represents that his or her performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data of a third party and Contractor will not disclose to the Company, or induce the Company to use, any confidential or proprietary information belonging to third parties unless such use or disclosure is authorized in writing by such owners. 5.2 Confidential Information. Contractor agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold in trust and confidence information which he knows or has reason to know is considered confidential by Company ("Confidential Information"). Contractor agrees to use the Confidential Information solely to perform the services hereunder. Confidential Information includes, but is not limited to, technical and business information relating to Company's inventions or products, research and development, manufacturing and engineering processes, and future business plans. Contractor's obligations with respect to the Confidential Information also extend to any third party's proprietary or confidential information disclosed to Contractor in the course of providing services to Company. This obligation shall not extend to any information which becomes generally known to the public without breach of this Agreement. This obligation shall survive the termination of this Agreement. 5.3 No Conflict of Interest. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation, inconsistent or incompatible with Contractor's obligations or the scope of services rendered for Company under this Agreement including but not limited to any work for other company's working on the development or distribution of DNA markers or related technology. 5.4 Return of Company's Property. Contractor acknowledges that Company's sole and exclusive property includes all documents, such as drawings, manuals, notebooks, reports, sketches, records, computer programs, employee lists, customer lists and the like in his custody or possession, whether delivered to Contractor by Company or made by Contractor in the performance of services under this Agreement, relating to the business activities of Company or its customers or suppliers and containing any information or data whatsoever, whether or not Confidential Information. Contractor agrees to deliver promptly all of Company's property and all copies of Contractor's property in Contractor's possession to Company at any time upon Company's request. 5.5 Work for Hire; Ownership of Work Product. (a) "Work Product" means the computer software, designs, discoveries, works of authorship, formulae, processes, manufacturing techniques, graphic design, interfaces, inventions, improvements and ideas solely or jointly conceived, developed or reduced to practice by Contractor during the Project. The Company and the Contractor understand, acknowledge and agree that all of Contractor's work product shall be deemed "work for hire" within the meaning of the U.S. Copyright Laws and that the Company shall be deemed the Author thereof and Owner of all rights therein and thereto, including without limitation the copyright thereof and all derivative works thereto throughout the world in all media in perpetuity. (b) To the extent any of Contractor's work product is not deemed "work for hire", Contractor hereby irrevocably assigns, conveys and otherwise transfers to the Company, and its respective successors and assigns, all rights, title and interest worldwide in and to the Work Product and all proprietary rights therein, including, without limitation, all copyrights, trademarks, design patents, trade secret rights, moral rights, and all contract and licensing rights, and all claims and causes of action of any kind with respect to any of the foregoing, whether now known or hereafter to become known. (c) In the event Contractor has any rights in and to the Work Product that cannot be assigned to the Company, Contractor hereby unconditionally and irrevocably waives the enforcement of all such rights, and all claims and causes of action of any kind with respect to any of the foregoing against the Company, its distributors and customers, whether now known or hereafter to become known and agrees, at the request and expense of the Company and its respective successors and assigns, to consent to and join in any action to enforce such rights and to procure a waiver of such rights from the holders of such rights. (d) In the event Contractor has any rights in and to the Work Product that cannot be assigned to the Company and cannot be waived, Contractor hereby grants to Company, and its respective successors and assigns, an exclusive, worldwide, royalty-free license during the term of the rights to reproduce, distribute, modify, publicly perform and publicly display, with the right to sublicense and assign such rights in and to the Work Product including, without limitation the right to use in any way whatsoever that Work Product. Contractor retains no rights to use the Work Product and agrees not to challenge the validity of the ownership by the Company in the Work Product. (e) Contractor agrees to assist the Company in any reasonable manner to obtain and enforce for the Company's benefit patents, copyrights, and other property rights covering the Work Product in any and all countries. Contractor agrees to execute, when requested, patent, copyright, or similar applications and assignments to the Company, and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement. Contractor further agrees that the obligations and undertaking stated in this Section 5.5 (E) will continue beyond the termination of Contractor's service to the Company. (f) In the event that the Company is unable for any reason whatsoever to secure Contractor's signature to any lawful and necessary document required to apply for or execute any patent, copyright, or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Contractor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his or her agents and attorneys-in-fact to act for and in his or her behalf and instead of Contractor, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights therein with the same legal force and effect as if executed by Contractor. 6. Termination. 6.1. Termination. Either party may terminate this Agreement at any time upon fifteen (15) days prior written notice to the non-terminating party. 7. General Provisions. (a) This Agreement will be governed by and construed in accordance will the laws of the United States and the State of California. (b) This Agreement including all Exhibits to this Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. No term or provision hereof will be considered waived by either party and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. Contractor may not assign his rights or obligations arising under this Agreement without Company's prior written consent. Company may assign its rights and obligations under this Agreement. (c) This Agreement will be for the benefit of Company' successors and assigns and will be binding on Contractor's heirs, legal representatives and permitted assignees. (d) If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, such dispute will be resolved by binding arbitration pursuant to then current commercial arbitration rules of the American Arbitration Association in the State of California before a sole arbitrator in Los Angeles, California. The prevailing party in such arbitration shall be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled. (e) All notices, requests and other communications required to be given under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested or delivered by hand to the party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given when received, or if mailed, five (5) business days after it was mailed, as evidenced by the postmark. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by notice as provided by this Section. The following provisions shall survive termination of this Agreement: Section 5.2 and Section 5.5(b). WHEREAS, the parties have read and agreed to the terms herein they set their hand below. FOR: APPLIED DNA SCIENCES, INC. By: /s/ JAMES A. HAYWARD By: /s/ KARIN KLEMM -------------------- --------------- Name: James A. Hayward Name: Karin Lise Klemm Title: Chief Executive Officer EXHIBIT "A" Project and Specifications 1. Contractor Services: Duties of the Contractor. The following are the duties of Contractor for performance under the Agreement: a. Contractor shall assist Company during the Term in the preparation of Company's pending SB-2 registration statement to be amended and filed with the Securities and Exchange Commission ("Commission"). b. Contractor shall assist Company in the preparation of its forthcoming 10K annual report filing with the Commission. EXHIBIT "B" Contractor Compensation 1. Compensation Provisions: In consideration for services rendered under the Agreement, the Company hereby agrees to compensate Contractor as follows: a. Payment terms: i. Company shall pay to Contractor a per diem fee equal to $500 per day for each day worked under this Agreement in the State of California. Company shall pay to Contractor a per diem fee equal to $750 per day for each day worked under this Agreement outside the State of California at the Company's request, if any. EX-99 4 oct2720058k991.txt Exhibit 99.1 By Facsimile October 20, 2005 Dear Dr. Sheu, I am writing to inform you that effective immediately, I am resigning from the board of Applied DNA Sciences Inc. Best regards, /s/ MICHAEL E. HILL - ------------------- Michael E. Hill Director EX-99 5 oct2720058k992.txt Exhibit 99.2 To: The Board of Directors Applied DNA Sciences, Inc. This letter is to serve as official notice of my resignation as Chief Operating Officer and Chief Financial Officer of Applied DNA Sciences, Inc. effective October 19, 2005. Due to family circumstances and the company's decision to relocate to New York, I am unable to continue on in my role with the company. In order to ensure a smooth transition, I will be available to the company on a consulting basis until such time as my services are no longer needed. Sincerely, /s/ KARIM KLEMM - --------------- Karin Klemm -----END PRIVACY-ENHANCED MESSAGE-----