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SSRC after hours news today, an 8k filing. From it:
"ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2010, SentiSearch, Inc. (the "Company") entered into a Project Research and Product Development Agreement (the "Agreement") with Bayer CropScience AG ("Bayer"), effective September 15, 2010, pursuant to which the Company and Bayer will cooperate in the identification and development of molecules affecting olfaction (the sense of smell) in insects. This approach is designed to exploit advances in neuroscience to safely and effectively prevent crop damage and the spread of human disease by altering insect behavior. This approach may allow for a new level of specificity and efficiency of insect control.
Under the Agreement, the Company will provide to Bayer proprietary technology for screening particular compounds in Bayer's chemical library that may affect the function of insect odorant receptors. Bayer's efforts will be undertaken as part of a collaborative research project (the "Research Project") with investigators at Columbia and Rockefeller Universities in New York. Support for the Research Project is being provided by a grant award to Columbia from the Foundation for the National Institutes of Health (FNIH) through the Grand Challenges in Global Health initiative (the "Initiative") of the Bill & Melinda Gates Foundation. One of the goals of the Initiative is to improve the control of insects that affect human health, with the ultimate goal of eradication of malaria, Dengue fever and other insect borne diseases in the developing world.
Bayer will determine whether to develop further, for crop control applications, compounds identified in the course of the Research Project.
In connection with the Agreement, the Company has granted to Bayer certain exclusive rights to use its proprietary technology in the field of use of the Agreement (any use against invertebrate animals other than the prevention, diagnosis or treatment of human health conditions). Bayer will provide the Company with the opportunity to acquire a license in the field of use to further develop compounds identified by Bayer in the course of the Research Project, which Bayer determines not to further develop itself. Bayer has also granted the Company an exclusive option, for a period of five years, to negotiate and execute a license from Bayer with respect to compounds identified by Bayer in the course of the Research Project, for use outside the field of use and outside the field of agriculture.
As part of the Agreement, Bayer has paid to the Company an upfront fee and has agreed to pay to the Company additional amounts upon achieving certain milestones and royalties on net sales of products developed pursuant to the project. Consistent with the global access policy of the Grand Challenges program and the award agreement to Columbia University from FNIH, the Agreement also provides for certain guidelines with respect to distribution and pricing of products for those most in need in disease endemic countries.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements using terminology such as “can”, “may”, “believe”, “designed to”, “intend to”, “expect”, “plan”, “anticipate”, “estimate”, “potential” or “continue”, or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, and state other “forward-looking” information.
We believe it is important to communicate our expectations. However, forward-looking statements involve risks and uncertainties and our actual results and the timing of certain events could differ materially from those discussed in or implied by forward-looking statements as a result of certain factors, including those set forth under “Management’s Discussion and Analysis and Results of Operations” and elsewhere in the Company’s Annual Report on Form 10-K. All forward-looking statements included in this Current Report are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligations to update any forward-looking statement, unless we are required to do so by law.
--------------------------------------------------------------------------------
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.
SENTISEARCH, INC.
Dated: September 1, 2010 By: /s/ Joseph K. Pagano
Name: Joseph K. Pagano
Title: Chief Executive Officer, Secretary,
Treasurer and Chairman of the Board"
Ibox updated with current share structure, as of 8/12/10, from 10q filed 8/16/10.
Share structure as of 10q filed today:
"As of August 12, 2010, the Company had outstanding 16,821,787 shares of Common Stock."
"Common stock — $0.0001 par value, 20,000,000 shares authorized, 16,821,787 and 12,747,844 shares issued and outstanding, respectively"
(as of 6/30/2010 and 12/31/09, respectively)
10-Q out today folks.
I tried to get some of the cheapies at .05 and .07 but didn't get any. Added at .10 but only got a part fill.
Form 4 filed by the ceo 7/14/10. 20,000 shares were "disposed of" on 6/28/10 and another 30,000 on 7/1/10. Note, however, that the transaction code is "G," which means they were given as a "bona fide gift."
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7359568
Thanks e-ore for updating the IBOX.
Seeing how thin it really is might help to get my butt in gear.
In a way I’m glad to see the PPS rising, but like you I would love to add more @ the .05 level.
Ughh Train, can't even imagine.
Trying to add when I can, just not quick enough.
SSRC looking really good here e-ore, it’s up a 150% on just $900.00 dollars in trades. Can you imagine where this might go if we had some real volume……
Looking good here guys.
t
BTIG dropped off the ask after the little SSRC trade this afternoon, went from .05 to .50. I'd love to see him stay there
For those that haven't read the ibox:
Company information from www.answers.com:
SentiSearch, Incorporated is a Delaware corporation that was incorporated on October 3, 2006. The Company was previously a wholly-owned subsidiary of Sentigen Holding Corp. (Sentigen) and was incorporated solely for the purposes of holding the olfaction intellectual property assets of Sentigen and its then subsidiary, Sentigen Biosciences, Inc. (Sentigen Biosciences). Prior to the merger between Sentigen and Invitrogen Corporation (Invitrogen) that was consummated on December 1, 2006, Sentigen separated its olfaction intellectual property assets from the businesses to be acquired by Invitrogen. This separation was accomplished through the contribution of Sentigen's olfaction intellectual property assets to the Company on October 10, 2006 and the subsequent spin-off in which Sentigen distributed 100% of its ownership interest in them. As a result of this spin-off, SentiSearch became a public, stand-alone company. The olfaction intellectual property assets that the Company holds mainly consist of an exclusive worldwide license issued by The Trustees of Columbia University in the City of New York, and certain patent applications titled ‘Nucleic Acids and Proteins of Insect or 83b odorant receptor genes and uses thereof'. SentiSearch is currently a development stage company and has a limited operating history. SentiSearch faces competition mainly from universities, including Yale University and Vanderbilt University, who are conducting the research and have patent applications pertaining to areas relevant to olfaction technology. In the event SentiSearch is able to commercialize its research and development activities and depending on the development objectives and uses of any of its potential products, the Company might become subject to government regulation by certain government agencies including the Food and Drug Administration and the Environmental Protection Agency.
SSRC has a new lawyer too. From the SC13D filings:
Robert J. Mittman, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
From the link below:
"Mr. Mittman is chairman of Blank Rome's New York office of over 140 attorneys.
He has received the highest possible rating from Martindale-Hubbell and was named to BTI Consulting Group's 2008 Corporate Transactions All-Star Team."
Check him out:
http://www.blankrome.com/index.cfm?contentID=10&bioID=5121
From today's 10q. The company has had over 3 years to do something like this, makes me think something may be in the works:
"10. Subsequent Events
On April 8, 2010, pursuant to the terms of the Notes, the conversion price of the Notes was set at $0.05. Also, on April 8, 2010, each of the holders elected to convert all of the then outstanding principal and interest, totaling $203,697, on such Notes, which resulted in the issuance to them of an aggregate of 4,073,943 shares of the Company’s common stock. The conversion of the Notes resulted in the Notes being satisfied in full. (See Note 7 for a complete description of the Notes).
On April 12, 2010, the Company received $80,000 and issued to each of four individuals $20,000 principal amount of promissory notes. The investors included the Company’s Chief Executive Officer, and Chairman of the Board, a director of the Company who is also a beneficial owner of more than 10% of the Company’s outstanding common stock, another beneficial owner of more than 10% of the Company’s outstanding common stock and one other individual. These notes bear interest of 4% per annum. Principal and accrued interest on the notes are payable on April 12, 2015; provided, however that the notes become due and payable immediately upon the Company’s consummation of an equity financing resulting in net proceeds to the Company in excess of $2,500,000."
10q filed today
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7263284
They make great reading, imo, all the way back to when they were spunoff from Sentigen.
Nice to see SSRC keeping current with the filings.
SC 13G filed today
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7254460
and rklc is listed on stockcharts.com ---- i cked and saw both ssrc and rklc.
i see it on stockcharts.com --- i was posting to get rklc listed.
Thanks tbrod, this is a nice little gem that e-ore has found here.
Thank you e-ore glad to be here and to assist!
Welcome Train.
All aboard!
Great! Maybe they will get tired of seeing the same old email addresses and list it
Have requested twice now Money.
I requested for another stock before, forget which one now, took about 2 weeks.
t
Let’s not forget that we need SSRC on file at stockcharts.com. Please put in a request for it at www.stockcharts.com.
http://stockcharts.com/help/doku.php?id=support:feedback:symbol_request
or maybe not. back to 5. no biggie, we wait.
Shoot,
Wanted to pick up a few more at a nickel but have to wait for funds to clear.
Seems the nickel is out the door.
t
And will continue going up a little for a good while here IMO. The more I am digging up on this one, the more I am liking it.
i see ssrc is up a little.
Need SSRC on file at stockcharts.com. Would all please put in a request for it there. Go here www.stockcharts.com put in the symbol and when the chart doesn't come up request that it be added using the link at the bottom. Thanks.
Just picked up some SSRC with you guys!
Iglatend,
Nice to meet you!
Am building a small one myself.
t
Good find e-ore. I am going to be building a nice position here with SSRC over the next few weeks.
Great post e-ore, keep em comin...this company looks like they might have something going for them..
SSRC "Beneficial ownership" information from the 2009 10k filed 3/31/10 shows 8,267,123 shares (summary and footnotes below). To this, add the 4,073,942 (restricted) shares converted as listed in the four SC 13Ds filed 4/15/10. This totals 12,341,065. That is 73.33% of the 16,821,787 outstanding shares as of 4/12/10 as reported in the 4/15/10 SC 13D filings.
From the 10k filed 3/31/10:
Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership Percentage of
Common Stock
Joseph K. Pagano 1,195,265 (1) 9.4 %
1217 South Flagler Drive, 3 rd Floor
West Palm Beach, Florida 33401
Frederick R. Adler 1,611,941 (2) 12.5 %
1520 S. Ocean Boulevard
Palm Beach, Florida 33480
Erik R. Lundh 55,000 (3) *
c/o Heidrick & Struggles
One California Street, Ste. 2400
San Francisco, CA 94111
Samuel A. Rozzi 1,628,777 (4) 12.8 %
c/o Corporate National Realty Inc.
135 Crossways Park Drive, Suite 104
Woodbury, New York 11797
The Joseph A. Pagano, Jr. 2007 Trust 1,128,157 8.8 %
1217 South Flagler Drive, 3 rd Floor
West Palm Beach, Florida 33401
Longview Partners, L.P. 1,260,458 (5) 9.9 %
c/o Adler & Co.
400 Madison Ave. Suite 7C
New York, NY 10017
Susan Chapman 1,287,525 (6) 10.1 %
c/o Adler & Co.
400 Madison Ave., Suite 7C
New York, NY 10017
Dean R. Gresk 100,000 (7) *
c/o Aspen Signature Properties
215 S. Monarch
Suite 201
Aspen, CO 81611
Executive officer and all directors as a group (4 persons) 2,962,206 (1)(2) 23.2 %
* Represents less than 1%.
(1) Includes 25,000 shares of Common Stock held of record by the Joseph Pagano, Jr. Trust. Mr. Pagano disclaims beneficial ownership of all shares other than those held in his name. Does not include the shares of Common Stock held of record by The Joseph A. Pagano Jr. 2007 Trust, a trust for which Mr. Pagano has no investment control, right to revoke, or voting rights.
(2) Includes 100,000 shares issuable upon the exercise of stock options to purchase share of our Common Stock that are exercisable within 60 days of March 23, 2010
(3) Includes 2,500 shares held of record by each of Mr. Lundh’s son and daughter. Mr. Lundh disclaims beneficial ownership of these shares. Includes 50,000 shares issuable upon the exercise of stock options to purchase shares of our Common Stock that are exercisable within 60 days of March 23, 2010.
(4) Includes 150,000 shares held by Scarsdale Limited Partnership, of which Mr. Rozzi is general partner. Mr. Rozzi’s daughter and The Samuel A. Rozzi Grantor Retained Annuity Trust, of which Mr. Rozzi’s daughter is trustee, are the sole limited partners of Scarsdale Limited Partnership. Mr. Rozzi disclaims beneficial ownership of all shares other than those held in his name.
(5) Susan Chapman is the general partner of Longview Partners, L.P., which is the registered holder of these shares. Mrs. Chapman is an adult daughter of Frederick R. Adler.
(6) Includes the shares held of record by Longview Partners, L.P. (of which Mrs. Chapman is the general partner), 300 shares held in trusts for the benefit of Mrs. Chapman’s children and 26,767 shares held of record by Mrs. Chapman’s spouse.
(7) Represents 100,000 shares issuable upon the exercise of stock options to purchase shares of our Common Stock that are exercisable within 60 days of March 23, 2010.
Be interesting if you could sticky a summary of those documents.
I have too. I'm not surprised it's not in Stockcharts.com's database; it's been such a quiet one. But it's a fully reporting company and there's been a little volume lately. They'll add it. Or we'll keep bugging them until they do
Hi e-ore
I have read alot of the 10K but that is a long one!!
Just so the board knows, I have put in a request for stockcharts.com to add SSRC to their database.
t
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SentiSearch, Inc.
27 East 62nd St, Suite 9D
New York, NY 10065
Phone: 561-653-3284
www.sentisearch.com
Authorized shares: 40,000,000 common, no preferred authorized
Outstanding shares: As of August 10, 2011, the Company had outstanding 16,821,787 shares of Common Stock. (from 10q filed 8/15/11)
75.5% beneficially held http://investorshub.advfn.com/boards/read_msg.aspx?message_id=62366033
From 10q filed 8/15/11: Primarily due to the estimated revenues to be earned under the Development Agreement described below under the heading "Development Agreement", entered into on August 31, 2010, management has determined that the Company has commenced its planned principal operations and was no longer considered a development stage company as of September 15, 2010.
About SentiSearch
SentiSearch, Inc. holds certain olfaction intellectual property assets primarily consisting of an exclusive world wide license issued by the Trustees of Columbia University in the City of New York, as well as certain patent applications. SentiSearch has been working with Professor Axel and his team in the area of olfaction and has also been in contact at various times in this period with leading scientists at Rockefeller University. These efforts resulted in the collaborative agreement with Bayer CropScience AG in September 2010.
__________________________________________________________________________________________________________________________________________________________________________________________________
From the 2010 Bayer annual report, page 43. One of only 16 stories presented as "Highlights 2010."
http://www.annualreport2010.bayer.com/en/bayer-annual-report-2010.pdfx
Grabbing Malaria Mosquitoes "By the Nose"
New approaches to fighting malaria:
Bayer CropScience and SentiSearch Inc. plan to work together with leading U.S.-based scientists to "grab insects by the nose." The two companies have entered into a two-year research collaboration aimed at identifying new molecules to target odorant receptors in insects. Such substances could prevent disease transmitting insects from being able to "smell" people. Millions of olfactory receptor neurons help the insects not only to locate food, but also to home in on a host where they can lay their eggs. These insects are more than just bothersome to people: they can also be very dangerous. One example is the malaria-transmitting Anopheles mosquito, which identifies its hosts partly by the co2 content of their breath. The aim is for the new molecules to block the relevant receptors so that the insects can no longer perceive human odors. "Bayer CropScience is the market leader in vector control in the public health and agricultural settings, including animal health. Our activities include playing a significant role in the prevention of malaria," said Dr. Alexander Klausener, Head of Research at Bayer CropScience. According to Klausener, this new cooperation with leading scientists from Columbia and The Rockefeller University in New York will give the company access to a new and innovative approach to insect control.
__________________________________________________________________________________________________________________________________________________________________________________________________
Latest News
From the New York Times, published 12/21/10:
Five Years In, Gauging Impact of Gates Grants
SEATTLE - Five years ago, Bill Gates made an extraordinary offer: he invited the world's scientists to submit ideas for tackling the biggest problems in global health, including the lack of vaccines for AIDS and malaria, the fact that most vaccines must be kept refrigerated and be delivered by needles, the fact that many tropical crops like cassavas and bananas had little nutrition, and so on.
About 1,600 proposals came in, and the top 43 were so promising that the Bill & Melinda Gates Foundation made $450 million in five-year grants - more than double what he originally planned to give.
...Mosquito 'Olfacticides'
As the inventors of "a cell line that behaves like a mosquito antenna, recreating mosquito smellers in a dish," Leslie B. Vosshall of Rockefeller University and Dr. Richard Axel, a Howard Hughes Medical Institute investigator at Columbia University, got $5 million to hunt for molecules that could block mosquitoes' ability to detect people. Dr. Axel shared a 2004 Nobel Prize in Medicine for cloning insects' olfactory receptors.
"When you puff human odors over the cells, they get excited just like mosquitoes would," Dr. Vosshall explained. In this case, they turn fluorescent green.
They tested 91,000 compounds in Rockefeller University's chemical library and found five that jammed the antennae. Their Gates grant is renewed for two years, but they now have a contract with Bayer CropSciences to screen its two million compounds - the same smell mechanism is used by corn borers, apple maggot flies and other farm pests. (my emphasis, link to details of the 2 year SSRC agreement with Bayer below.)
The ideal, Dr. Axel said, is a repellent harmless to humans that works at a fraction of the concentration of DEET..."
the whole article
http://www.nytimes.com/2010/12/21/health/21gates.html?pagewanted=1&_r=2&hp
SSRC'S agreement with Bayer Crop Science
http://www.docstoc.com/docs/61922062/Research-And-Product-Development-Agreement-Project-Research-And-Product-Development-Agreement---SENTISEARCH----11-15-2010
From the last SSRC 10k:
"We believe the applications offering the greatest potential for developing products in the intermediate term are for mosquito repellants to be sold by household product companies"
Bayer CropScience, SentiSearch and Leading US Universities Enter Research Cooperation
PR Newswire "Press Releases US - English "
MONHEIM, Germany and WEST PALM BEACH, Fla., Nov. 1, 2010 /PRNewswire/ -- Bayer CropScience and SentiSearch, Inc. (OTC Bulletin Board: SSRC) have entered into a two-year research agreement to cooperate in the identification of new molecules targeting odorant receptors in insects. The aim of this collaboration, which also involves arrangements with Columbia University and Rockefeller University, is to develop innovative solutions to improve control of malaria and dengue fever in countries where these diseases are endemic. SentiSearch will receive an upfront license fee, followed by milestone payments and royalties on sales. Further financial terms were not disclosed.
Bayer CropScience will contribute to this project its extensive library of compounds, screening capabilities and its experience in chemical synthesis and the development of insecticides. In turn, SentiSearch and the Universities will together provide proprietary assay technologies and knowledge in the field of chemoreception in insects. This will enable Bayer CropScience to use these assays to identify compounds which could modify the activity of insect odor receptors. In addition to possible benefits in the field of public health, these activities could also result in innovative products with a new mode of action capable of preventing damage to agricultural crops caused by insects. Bayer CropScience will determine whether compounds successfully identified will be developed for agricultural applications.
This project will build on the groundbreaking research carried out by Drs. Richard Axel and Leslie Vosshall, who discovered chemosensory receptors that are responsible for odor perception. Various insect behaviors are guided by the sense of smell, including the ability to locate food, humans, animals, and mating partners. Mosquitoes, which transmit dangerous tropical diseases to humans, use the CO2 content of exhaled air and other host odors to locate their hosts. The aim is for the new molecules to block the relevant receptors, which would prevent the insect from perceiving human odors. Receptors have also been discovered that are responsible for male courtship behavior and for guiding the deposition of eggs by female insects on their host plants. Professor Axel was awarded the 2004 Nobel Prize in Physiology or Medicine for his groundbreaking studies on olfactory perception.
"Bayer CropScience is the market leader in vector control in the public health and agricultural settings, including animal health," said Dr. Alexander Klausener, Head of Research at Bayer CropScience. "Our activities include playing a significant role in the prevention of malaria. This new cooperation with leading U.S. scientists Nobel Laureate Professor Richard Axel from Columbia University and Professor Leslie Vosshall from Rockefeller University will give us access to a new and innovative approach to insect control. This, in turn, will present us with an opportunity to expand our leading position in this field."
"Through this agreement, we have brought together united leading researchers around a mission: to control the spread of malaria and other insect-borne diseases around the world. It is our further belief that this initiative may yield additional significant opportunities in health and agriculture," commented Joseph K. Pagano, Chief Executive Officer at SentiSearch. "We are pleased to be working with Bayer CropScience and the superb scientists who have been involved at Columbia and Rockefeller Universities," added Mr. Pagano.
This collaboration is part of a research project performed in Professor Axels laboratory at Columbia University and in Professor Vosshall's laboratory at Rockefeller University. The project funded by a Grant from the Foundation for the National Institutes of Health through the Grand Challenges in Global Health initiative. One of the goals of that initiative is to improve the control of insects that affect human health, with the ultimate eradication of malaria, dengue fever, and other insect-borne diseases in the developing world.
About Bayer CropScience
Bayer is a global enterprise with core competencies in the fields of health care, nutrition and high-tech materials. Bayer CropScience AG, a subsidiary of Bayer AG with annual sales of about EUR 6.5 billion (2009), is one of the world's leading innovative crop science companies in the areas of crop protection, non-agricultural pest control, seeds and traits. The company offers an outstanding range of products and extensive service backup for modern, sustainable agriculture and for non-agricultural applications. Bayer CropScience has a global workforce of 18,700 and is represented in more than 120 countries. This and further news is available at: www.press.bayercropscience.com.
Find more information at www.bayercropscience.com.
Kgs (2010-0489E)
Forward-Looking Statements
This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer Group or subgroup management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer's public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
SentiSearch, Inc.: This Release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements using terminology such as "can", "may", "believe", "designed to", "intend to", "expect", "plan", "anticipate", "estimate", "potential" or "continue", or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, and state other "forward-looking" information. We believe it is important to communicate our expectations. However, forward-looking statements involve risks and uncertainties and our actual results and the timing of certain events could differ materially from those discussed in or implied by forward-looking statements as a result of certain factors, including those set forth under "Management's Discussion and Analysis and Results of Operations" and elsewhere in the Company's Annual Report on Form 10-K. All forward-looking statements included in this Release are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligations to update any forward-looking statement, unless we are required to do so by law.
SOURCE SentiSearch, Inc.
8k filed 9/1/10:
"ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2010, SentiSearch, Inc. (the "Company") entered into a Project Research and Product Development Agreement (the "Agreement") with Bayer CropScience AG ("Bayer"), effective September 15, 2010, pursuant to which the Company and Bayer will cooperate in the identification and development of molecules affecting olfaction (the sense of smell) in insects. This approach is designed to exploit advances in neuroscience to safely and effectively prevent crop damage and the spread of human disease by altering insect behavior. This approach may allow for a new level of specificity and efficiency of insect control.
Under the Agreement, the Company will provide to Bayer proprietary technology for screening particular compounds in Bayer's chemical library that may affect the function of insect odorant receptors. Bayer's efforts will be undertaken as part of a collaborative research project (the "Research Project") with investigators at Columbia and Rockefeller Universities in New York. Support for the Research Project is being provided by a grant award to Columbia from the Foundation for the National Institutes of Health (FNIH) through the Grand Challenges in Global Health initiative (the "Initiative") of the Bill & Melinda Gates Foundation. One of the goals of the Initiative is to improve the control of insects that affect human health, with the ultimate goal of eradication of malaria, Dengue fever and other insect borne diseases in the developing world.
Bayer will determine whether to develop further, for crop control applications, compounds identified in the course of the Research Project.
In connection with the Agreement, the Company has granted to Bayer certain exclusive rights to use its proprietary technology in the field of use of the Agreement (any use against invertebrate animals other than the prevention, diagnosis or treatment of human health conditions). Bayer will provide the Company with the opportunity to acquire a license in the field of use to further develop compounds identified by Bayer in the course of the Research Project, which Bayer determines not to further develop itself. Bayer has also granted the Company an exclusive option, for a period of five years, to negotiate and execute a license from Bayer with respect to compounds identified by Bayer in the course of the Research Project, for use outside the field of use and outside the field of agriculture.
As part of the Agreement, Bayer has paid to the Company an upfront fee and has agreed to pay to the Company additional amounts upon achieving certain milestones and royalties on net sales of products developed pursuant to the project. Consistent with the global access policy of the Grand Challenges program and the award agreement to Columbia University from FNIH, the Agreement also provides for certain guidelines with respect to distribution and pricing of products for those most in need in disease endemic countries.
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements using terminology such as "can", "may", "believe", "designed to", "intend to", "expect", "plan", "anticipate", "estimate", "potential" or "continue", or the negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition, and state other "forward-looking" information.
We believe it is important to communicate our expectations. However, forward-looking statements involve risks and uncertainties and our actual results and the timing of certain events could differ materially from those discussed in or implied by forward-looking statements as a result of certain factors, including those set forth under "Management's Discussion and Analysis and Results of Operations" and elsewhere in the Company's Annual Report on Form 10-K. All forward-looking statements included in this Current Report are made as of the date hereof, based on information available to us as of the date thereof, and we assume no obligations to update any forward-looking statement, unless we are required to do so by law.
--------------------------------------------------------------------------------
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.
SENTISEARCH, INC.
Dated: September 1, 2010 By: /s/ Joseph K. Pagano
Name: Joseph K. Pagano
Title: Chief Executive Officer, Secretary,
Treasurer and Chairman of the Board
________________________________________________________________________________________________________________________________________________________________________________________________
Company information from www.answers.com:
SentiSearch, Incorporated is a Delaware corporation that was incorporated on October 3, 2006. The Company was previously a wholly-owned subsidiary of Sentigen Holding Corp. (Sentigen) and was incorporated solely for the purposes of holding the olfaction intellectual property assets of Sentigen and its then subsidiary, Sentigen Biosciences, Inc. (Sentigen Biosciences). Prior to the merger between Sentigen and Invitrogen Corporation (Invitrogen) that was consummated on December 1, 2006, Sentigen separated its olfaction intellectual property assets from the businesses to be acquired by Invitrogen. This separation was accomplished through the contribution of Sentigen's olfaction intellectual property assets to the Company on October 10, 2006 and the subsequent spin-off in which Sentigen distributed 100% of its ownership interest in them. As a result of this spin-off, SentiSearch became a public, stand-alone company. The olfaction intellectual property assets that the Company holds mainly consist of an exclusive worldwide license issued by The Trustees of Columbia University in the City of New York, and certain patent applications titled 'Nucleic Acids and Proteins of Insect or 83b odorant receptor genes and uses thereof'. SentiSearch is currently a development stage company and has a limited operating history. SentiSearch faces competition mainly from universities, including Yale University and Vanderbilt University, who are conducting the research and have patent applications pertaining to areas relevant to olfaction technology. In the event SentiSearch is able to commercialize its research and development activities and depending on the development objectives and uses of any of its potential products, the Company might become subject to government regulation by certain government agencies including the Food and Drug Administration and the Environmental Protection Agency.
Info on Mr. Pagano, the CEO, from Forbes:
http://people.forbes.com/profile/joseph-k-pagano/71103
Excerpts from 10K filed 3/31/10:
"On April 10, 2000, Sentigen Biosciences entered into the Columbia License described below. On October 10, 2006, we entered into a contribution agreement with Sentigen pursuant to which Sentigen transferred to us all of its olfaction intellectual property, including the Columbia License. On October 17, 2006, Columbia consented to the assignment of the Columbia License from Sentigen Biosciences to us subject to certain conditions, all of which have been satisfied to the extent currently required.
The Columbia License provides us with worldwide rights to certain of Columbia's patent applications and other rights in the areas of insect chemosensation and olfaction. The Columbia License gives us an exclusive license to develop, manufacture, have made, import, use, sell, distribute, rent or lease (i) any product or service the development, manufacture, use, sale, distribution, rental or lease of which is covered by a claim of a patent licensed to us under the Columbia License or (ii) any product or service that involves the know-how, confidential information and physical materials conveyed by Columbia to us relating to the patents licensed from Columbia (collectively, the "Licensed Products/Services"). In addition to certain funding requirements by Sentigen, all of which were satisfied, in consideration of the Columbia License, Columbia was issued 75,000 shares of Sentigen common stock and will receive royalties of 1% of the net sales of any Licensed Products/Services"
During July 2007, we were issued two patents in the United States and during November 2007, we were issued a patent in Australia and during 2008, we were issued one patent in Mexico. One of the U.S. patents and the Australia and Mexico patents, were issued directly to us and the other U.S. patent was issued under the Columbia License. All of the issued patents cover nucleic acid molecules which encode insect odorant receptor proteins, including numerous variations on insect odorant receptor coding sequence. The patents cover any nucleic acid molecule as long as the protein it encodes contains a short segment of amino acids, linked together.
We believe that our olfaction intellectual property may be of value to commercial and non-profit partners wishing to develop novel, safer and more effective means to control pest insects through molecular manipulation of insect olfaction and taste. This effort would aim to identify receptor molecules that control key aspects of insect behavior and discovering compounds that block or activate the function of these receptors and to identify new compounds that may have use in agricultural crop protection and insect-borne disease management such as agents that completely block the insect sense of smell rendering an individual or a field invisible to insects. Other potential products include new and effective insect repellants and novel potent attractants for use in insect bait stations and traps.
We believe the applications offering the greatest potential for developing products in the intermediate term are for mosquito repellants to be sold by household product companies. Other potential markets for our olfaction intellectual property include:
| • | food production; |
| • | agricultural chemical companies; and |
| • | pharmaceutical companies. |
Our executive officer and Board of Directors are also seeking opportunities with non-profit agencies and with potential commercial partners to leverage our olfaction intellectual property for the development of control agents for biting insects, in particular, insect vectors of malaria and other diseases.
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Found at Bill Gates website, posted 10/26/10
"Similarly, Richard Axel, a Nobel Prize-winning neuroscientist, and Leslie Vosshall, a scientist at The Rockefeller University, are now collaborating with Bayer CropSciences and SentiSearch to continue their research on novel compounds that block insects' abilities to find plant or human targets. The compounds they identify could become the insect repellent of the future."
The whole article:
http://www.thegatesnotes.com/Thinking/article.aspx?id=177
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OTC Market Tier
Pink Quote/OTCBB
Primary SIC - Industry Classification
6794 - Patent owners and lessors
State Of Incorporation
DE
Jurisdiction Of Incorporation
United States
Company Officers
Joseph K. Pagano, Chairman, CEO, Treasurer, Secretary
Frederick R. Adler, Dir.
Dean Gresk, Dir.
SEC Reporting Company
CIK 0001380024
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