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TRBY .1 wall, knock that baby down
They have mentioned some groundbreaking technology coming also, correct ?
AVTX is it time?
Thanks for starting this board Dallas! I've got a boatload waiting for one of these TRPL runs
TRPL may go here, record volume, not a clue why lol :)
Highest volume in over 2 yrs, gonna ride some freebies
TRPL Steve you watching it trade this am
Yeppers and I thank you sir! :) WHAAAAAAAAAAAAAAAAATTTTTTTTTTTT
TRPL guess i shoulda chased it! lol
Melvin, I am assuming the CEO, ranting and raving about people asking silly questions about the stock structure. lol I don't own it but they ever run out of shares someone may make some coin on it. volume now over 4 billion!
HVST yep needs volume and they need to close the spread, this one has been on the floor for a long time.
LOL, you happen to hear the CMKX guy on IBCS?
HVST .014x.019 bid ut, go hvst
HVST on breakout watch, it's a shell
HVST shell uting wall @ .02
HVST UT on 45k
BSIO eom
BSIO moving up a little .055x.06
ETCR 70K share buy @ .045
TTXI, I added more yesterday and was watching for a dip today, 4 MMs @ .06, alert went off @ 12:39:42, I couldn't even get the order in before all fled @ 12:40:30 on 35k in buys, .06 was gone. sheesh, nite and schb on the bid now! :) GLTA
RSGI anyone know anything at all about this stock? not a reco to buy!
TTXI one left @ .075 very nice call EZ
AVTX .05 on the ask good buy imo
GXXL will it give another chance to get in here
drdf getting ready hope to break .015 today
ABCI eom
IBCS being accumulated imo. dd it, check the news and watch, 89mil os for .025, i added to my position FWIW my opinion only, all comment good or bad welcome!
ATLANTA, May 20 /PRNewswire-FirstCall/ -- LoyaltyPoint, Inc.
(OTC Bulletin Board: LYLP), a holding company for merchant, school, and
nonprofit loyalty marketing programs, today announced it has received notice
from the United States Patent and Trademark Office that a new, fourth patent
will be issued to the Company and that all claims in the application have been
allowed.
The notice was for U.S. Patent Application No. 09/652,943 for "SYSTEM AND
METHOD OF LINKING ITEMS IN AUDIO, VISUAL, AND PRINTED MEDIA TO RELATED
INFORMATION STORED ON AN ELECTRONIC NETWORK USING A MOBILE DEVICE".
This patent expands LoyaltyPoint's existing portfolio, which includes 1)
Patent No. 6,430,554 "Interactive System for Investigating Products on a
Network," which was issued on August 6, 2002; 2) U.S. Patent No. 6,651,053,
announced January 20, 2004, a continuation of the previously issued '554
patent, which, among other things, extends and expands on the scope of the
wireless claims contained in the '554 patent; and 3) U.S. Patent 6,675,165,
also announced January 20, 2004, which covers LoyaltyPoint's unique method for
linking a billboard or signage to information on a global computer network via
manual information input or by use of a global positioning system.
LoyaltyPoint also has other patent applications pending.
The combination of these four patents offers unique Internet and wireless
shopping technologies that help consumers compare product-specific features,
benefits, pricing, and other related information at the click of a button from
any handheld device. The Company anticipates that these technologies will
support and differentiate LoyaltyPoint's nontraditional, shopping-based
fundraising programs in support of schools and nonprofits. Consumers will
insure they're getting the best value on a desired product while contributing
a percentage of the purchase -- at no additional cost -- to their favorite
cause.
"With these patents, LoyaltyPoint has created both an online and wireless
product information and commerce platform that can expand the scope of our
current shopping offerings," said Paul Robinson, LoyaltyPoint's chairman and
CEO. "The fourth patent solidifies our patent portfolio of online and wireless
shopping technologies, which will become increasingly relevant as high-speed
handheld Internet access becomes commonplace."
"This latest patent takes our product information and search technology
and allows mobile and desktop devices to leverage information on the printed
page, and vice versa," said Leigh M. Rothschild, listed inventor on the patent
and LoyaltyPoint board member. "The patent covers linking barcode and other
symbology and relating it to a site on the net."
About LoyaltyPoint, Inc.
LoyaltyPoint, Inc. (OTC Bulletin Board: LYLP) is a holding company for
merchant, school, and nonprofit loyalty marketing programs. The Company
markets online, store, and catalog-based loyalty programs that generate
contributions to schools, nonprofits and other organizations, based upon
parent and supporter purchases. Our vision is to provide a one-stop shop for
schools, nonprofits, and other organizations to enroll in year-round,
merchant-supported nontraditional fundraising programs. Our corporate
headquarters is based in the Atlanta, Georgia area; we also maintain two
offices in Northern California.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 ("Act"), regarding the
future use and potential of LoyaltyPoint's technology. Additionally words such
as "seek," "intend," "believe," "plan," "estimate," "expect," "anticipate"
and other similar expressions are forward-looking statements within the
meaning of the Act. Forward-looking statements involve known and unknown
risks and uncertainties, both general and specific to the matters discussed in
this press release. Some or all of the results anticipated by these forward-
looking statements may not occur. Factors that could cause or contribute to
such differences include, but are not limited to, the Company's ability to
prosecute and defend its patents and patents pending, actions taken by the
U.S. Patent and Trademark Office, factors affecting the acceptance and growth
of wireless technology, the Company's ability to raise additional capital and
other factors mentioned in various Securities and Exchange Commission filings
made periodically by the Company. The forward-looking statements contained in
this press release speak only as of the date hereof and the Company expressly
disclaims any obligation to provide public updates, revisions or amendments to
any forward-looking statements made herein to reflect changes in the Company's
expectations or future events.
Contact:
ROI Group Associates, Inc.
Thomas Mikolasko, Phone: (212) 495-0200 x16, tmikolasko@roiny.com
Andrea Costa, Phone: (212) 495-0200 x14, acosta@roiny.com
LoyaltyPoint
Mickey Freeman, Phone: (770) 736-9383 x103, mfreeman@schoolpop.com
SMNC dipping
HOMI another 8 k UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 14, 2004
Commission File Number 0-9587
HEALTH OUTCOMES MANAGEMENT, INC.
(Name of Small Business Issuer in its Charter)
Minnesota 41-1546471
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification Number)
8311 Windbreak Trail N.
St. Paul, Minnesota 55042
(Address of Principal Executive Offices, including Zip Code)
(612) 245-4773
(Registrant's Telephone Number, including Area Code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 4. Changes in Registrant's Certifying Accountant
(a) Changes in Registrant's Certifying Accountant
(i) On May 13, 2004, the Registrant dismissed Schweitzer Karon & Bremer LLC as the Registrant’s independent public accountants. The members of Schweitzer Karon & Bremer LLC became shareholders of Mayer Hoffman McCann P.C. The Registrant’s Board of Directors participated in and approved the decision to change accountants.
(ii) The report of Schweitzer Karon & Bremer LLC on the Registrant’s financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) In connection with its audits for the two most recent fiscal years and through May 13, 2004, there have been no disagreements with Schweitzer Karon & Bremer LLC on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements if not resolved to the satisfaction of Schweitzer Karon & Bremer LLC would have caused them to make reference thereto in their report on the financial statements for such years.
(iv) The Registrant has requested Schweitzer Karon & Bremer LLC furnish it with a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of such letter, dated May 13, 2004 (EXHIBIT 16), is filed as Exhibit 16.1 to this Form 8-K.
(b) New Independent Public Accountants
On May 13, 2004, the Registrant’s Board of Directors retained Mayer Hoffman McCann P.C. to be the Registrant’s principal independent accountants. During the two most recent fiscal years and through May 14, 2004, the Registrant has not consulted with Mayer Hoffman McCann P.C. regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and either a written report was provided to the Registrant or oral advice was provided by Mayer Hoffman McCann P.C. that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
HOMI just hit 52 wk high - 8K filed today Exhibit 99.1
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement"), dated February 18, 2004, shall serve to set forth the terms and between Hudson Health Sciences, Inc., having a place of business at 400 Oyster Point Blvd., South San Francisco, CA ("HUDSON") and Health Outcomes Management , Inc., having a place of business at 8311 Windbreak Trail N., St. Paul, MN 55042 ("COMPANY").
WHEREAS, COMPANY and HUDSON are interested in exploring the possibilities of entering into a working relationship; and
WHEREAS, in the course of evaluating the potential value of working with each other it may become necessary for each party hereto to provide the other with certain confidential and/or proprietary information (the "Confidential Information");
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, COMPANY and HUDSON hereby agree as follows:
1. (a) HUDSON agrees to accept and keep confidential all Confidential Information disclosed to it by COMPANY, including, but not limited to any and all information, know-how and data, financial, technical and other data, research material, products, formulae, protocols, techniques, experimental work, inventions, discoveries, designs, drawings, concepts, procedures, ideas, diagrams, marketing plans, brochures, photographs, processes, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques. HUDSON agrees not to divulge the Confidential Information that COMPANY discloses to it to any third party or parties, or use said Confidential Information for any purposes other than evaluating the potential value of working with COMPANY. HUDSON further agrees to limit disclosure only to those of its officers, employees, agents, affiliates and consultants as HUDSON considers necessary. HUDSON shall take all reasonable steps to prevent the disclosure of the Confidential Information as provided herein. This obligation shall be binding upon HUDSON and shall continue for a period of five (5) years from the date of this Agreement.
(b) COMPANY agrees to accept and keep confidential all Confidential Information disclosed to it by HUDSON,including, but not limited to any and all information, know-how and data, financial, technical and other data, research material, products, formulae, protocols, techniques, experimental work, inventions, discoveries, designs, drawings, concepts, procedures, ideas, diagrams, marketing plans, brochures, photographs, processes, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques. COMPANY agrees not to divulge the Confidential Information that HUDSON discloses to it to any third party or parties, or use said Confidential Information for any purposes other than evaluating the potential value of working with COMPANY. COMPANY further agrees to limit disclosure only to those of its officers, employees, agents, affiliates and consultants as COMPANY considers necessary. COMPANY shall take all reasonable steps to prevent the disclosure of the Confidential Information as provided herein. This obligation shall be binding upon COMPANY and shall continue for a period of five (5) years from the date of this Agreement.
2. Nothing in the foregoing shall be construed to prevent either party from disclosing or using any information or from using Confidential Information which:
(a) such party can demonstrate by competent evidence was in such party's possession or control prior to the date of disclosure;
(b) was in the public domain or enters into the public domain through no improper act on the party seeking to use or disclose the Confidential Information or on the part of such party's officers, employees, agents, affiliates and consultants;
(c) is approved for public release by written authorization by the other party;
(d) such party can demonstrate by competent evidence is or was developed independent of the information derived from the proprietary Information;
(e) is required to be disclosed by legal, administrative or judicial process. If COMPANY or HUDSON or any of their respective representatives is requested in any proceeding to disclose Confidential Information furnished to it, such party shall give prompt notice of such request to the other so that the other party may seek an appropriate protective order. If, in the absence of a protective order, COMPANY or HUDSON, or any of their respective representatives, is legally compelled to disclose Confidential Information to it, such Confidential Information (and only such Confidential Information) may be disclosed in such proceeding without liability hereunder; provided, however, that the disclosing party shall give the other party written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practical and, upon the other party’s request and at the other party’s expense, the disclosing party shall use all reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information in such proceeding; or
(f) is rightfully given to the party seeking to use or disclose the Confidential Information from sources independent of the such party, its officers, employees, agents, affiliates and consultants.
3. It is understood and agreed that any and all proprietary rights, including, but not limited to, patent rights, trademarks and proprietary rights, in and to the Confidential Information disclosed to HUDSON by COMPANY or to COMPANY by HUDSON shall be and remain the property of COMPANY or HUDSON, respectively, and neither party shall have any right, title or interest in or to any of the other party's Confidential Information. Each party will disclose its Confidential Information to the other with the express understanding that neither party will be obligated to enter into any further agreement relating to such Confidential Information. In addition, nothing in this Agreement shall be construed as establishing any joint venture or other business relationship, as granting to either party any license or right under any patent rights of the other or as representing any commitment by either party to enter into any license or other agreement by implication or otherwise.
4. Upon written request of either COMPANY or HUDSON, each party will return to the other all the Confidential Information (including all copies made by either HUDSON or COMPANY, as the case may be), provided that each party may retain one copy of all such Confidential Information in its confidential files for record purposes only.
5. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between the parties with respect to such subject matter are hereby superseded in their entirety. No agreement, understanding or promise subsequent to the date hereof relating to the subject matter of this Agreement, the Confidential Information or otherwise between or by one of the parties hereto shall be binding upon either party unless it is in writing and executed by both HUDSON and COMPANY and neither party shall be reasonable in relying on oral statements made by the other which are not contained in a written agreement.
6. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by each of the parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of such party of any other provision of this Agreement. Neither party may assign its rights or obligations hereunder.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of the law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year written above.
HEALTH OUTCOMES MANAGEMENT INC. HUDSON HEALTH SCIENCES INC.
By: /s/ Peter Zugschwert By: /s/ Mark Ahn
Name: Peter Zugschwert Name: Mark Ahn, Ph.D.
Title: Chief Executive Officer Title: Chief Executive
MAXZ very slow fill here also, RWNT wall falling
I'm in @ .007
post S8 play Posted by: eztradin
In reply to: None Date:5/19/2004 1:44:53 AM
Post #of 15837
Here's the RWNT merger news from May 4th.
Reality Wireless Networks (OTCBB, 'RWNT') Receives Additional $200,000 Bridge Funding
Tuesday May 4, 12:10 pm ET
CAMPBELL, Calif., May 4 /PRNewswire-FirstCall/ -- Reality Wireless Networks (OTCBB: RWNT - News), a wireless broadband services provider announced today that it had received an additional $200,000.00 in preferred equity financing from an existing investor group. Citing positive response to its newly launched wireless broadband joint venture with IElement, Reality Wireless Networks, will apply the majority of the funds to its wireless network development efforts with IElement. IElement of Marina Del Ray, California is a privately held national communications services provider which is currently earning annual revenues of approximately $7,000,000 and earning approximately $500,000 in operating income. As previously announced, IElement and Reality Wireless Networks are in the process of completing their merger.
Following the completed merger, I-Element intends to roll out the Reality Wireless solution in the Los Angeles, San Diego, Las Vegas, Phoenix, Atlanta, Miami, and Dallas markets in the coming 18 months.
About Reality Wireless Networks (http://www.realitywirelessnetworks.com )
Reality Wireless Networks offers broadband wireless services through hybrid networks including fixed wireless, 802.11, and fiber to markets either underserved or not served by DSL and cable modem technologies. Currently operational in California, the company has targeted markets including residential, SOHO, and multi-unit apartment complexes across the country. At the corporate level, Reality Wireless Networks is actively pursuing an acquisition.
To succeed in life. Share your wealth. Help others. God Bless.
EZ
RWNT eom
RE; HOMI Posted by: SSP
In reply to: bobkubecka who wrote msg# 27162 Date:5/19/2004 10:09:14 AM
Post #of 27171
Mark J. Ahn - I confirmed he was with DNA, in this filings he's listed as:
Mark J. Ahn 39 Vice President-Hematology, Marketing and Sales
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0000318771%2D02%2D000002%2Etxt&FilePath....
HOMI FWIW Posted by: SSP
In reply to: None Date:5/19/2004 9:52:21 AM
Post #of 27171
MARK AHN NAMED CEO AND PRESIDENT OF HUDSON HEALTH SCIENCES Company Developing Novel Anti-Cancer Drug Licensed from Dana-Farber Cancer Institute South San Francisco (January 22, 2004) -- Hudson Health Sciences, Inc. , a development stage biopharmaceutical company headquartered in South San Francisco, California announced today the appointment of Mark J. Ahn, Ph.D. as Company president and chief executive officer. “We are extremely excited that Dr. Ahn has decided to join Hudson as its president and CEO,” said board member Dr. Michael Weiser. “His experience and leadership will be a critical factor in Hudson’s success and we are all confident that he will guide and grow the Company towards important achievements and milestones.” Prior to joining Hudson Health Sciences, Dr. Ahn was Vice President, Hematology at Genentech, Inc., where he was responsible for Rituxan®. While Dr. Ahn was with Genentech, Rituxan surpassed $1.0 billion in revenues and became the leading anti-cancer therapy in the US. Prior to Genentech, Dr. Ahn held a series of positions of increasing responsibility at Bristol-Myers Squibb Company, Amgen, Inc. and FMC Corporation in strategy, general management, sales and marketing, business development, and finance. Dr. Ahn received a BA in History and an MBA in Finance from Chaminade University. He was a graduate fellow in Economics at Essex University and has a Ph.D. in Business Administration from the University of South Australia. Dr. Ahn is also a Henry Crown Fellow at the Aspen Institute, co-founder of the Center for Non-Profit Leadership, and a member of the Board of Trustees for the MEDUNSA (Medical University of South Africa) Trust. He also served as an officer in the US Army. Hudson has licensed the exclusive worldwide rights to PT-523 from the Dana- Farber Cancer Institute. PT-523 is a novel antifolate drug with potential applications that include the treatment of certain cancers and autoimmune
Page 2
diseases. The compound was developed at the Dana-Farber Cancer Institute and the National Cancer Institute as part of a program to develop innovative anti-cancer products. Preliminary studies indicate PT-523 has several potential advantages over existing therapies for cancer, including increased targeting to tumor cells, better tolerability and a superior resistance profile. A key component of Hudson’s business strategy is to acquire global rights to additional product candidates in oncology and immunology while continuing to use its technology platform to develop and commercialize new products and line extensions. About Hudson Health Sciences Hudson Health Sciences, Inc. is a development stage biopharmaceutical company focused on acquiring, developing and commercializing innovative products for the treatment of important unmet medical needs, including cancer and immunological diseases. Hudson’s lead product candidate, PT-523 licensed from the Dana-Farber Cancer Institute, is a novel antifolate drug with potential applications including the treatment of certain cancers and autoimmune diseases. Additional information on Hudson Health Sciences can be found at www.hudson-health.com. ### Forward Looking Safe Harbor Statement: This news release contains forward-looking statements. Such statements are valid only as of today, and we disclaim any obligation to update this information. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. Drug discovery and development involve a high degree of risk. Factors that might cause such a material difference include, among others, uncertainties related to the ability to attract and retain partners for our technologies, the identification of lead compounds, the successful preclinical development thereof, the completion of clinical trials, the FDA review process and other governmental regulation, our pharmaceutical collaborator’s ability to successfully develop and commercialize drug candidates, competition from other pharmaceutical companies, product pricing and third party reimbursement, and other factors described in our filings with the Securities and Exchange Commission.
Thanks and welcome, very happy to contribute!
Looks like HOMI could get interesting. Thanks for that info
Exhibit 99.1
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement"), dated February 18, 2004, shall serve to set forth the terms and between Hudson Health Sciences, Inc., having a place of business at 400 Oyster Point Blvd., South San Francisco, CA ("HUDSON") and Health Outcomes Management , Inc., having a place of business at 8311 Windbreak Trail N., St. Paul, MN 55042 ("COMPANY").
WHEREAS, COMPANY and HUDSON are interested in exploring the possibilities of entering into a working relationship; and
WHEREAS, in the course of evaluating the potential value of working with each other it may become necessary for each party hereto to provide the other with certain confidential and/or proprietary information (the "Confidential Information");
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, COMPANY and HUDSON hereby agree as follows:
1. (a) HUDSON agrees to accept and keep confidential all Confidential Information disclosed to it by COMPANY, including, but not limited to any and all information, know-how and data, financial, technical and other data, research material, products, formulae, protocols, techniques, experimental work, inventions, discoveries, designs, drawings, concepts, procedures, ideas, diagrams, marketing plans, brochures, photographs, processes, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques. HUDSON agrees not to divulge the Confidential Information that COMPANY discloses to it to any third party or parties, or use said Confidential Information for any purposes other than evaluating the potential value of working with COMPANY. HUDSON further agrees to limit disclosure only to those of its officers, employees, agents, affiliates and consultants as HUDSON considers necessary. HUDSON shall take all reasonable steps to prevent the disclosure of the Confidential Information as provided herein. This obligation shall be binding upon HUDSON and shall continue for a period of five (5) years from the date of this Agreement.
(b) COMPANY agrees to accept and keep confidential all Confidential Information disclosed to it by HUDSON,including, but not limited to any and all information, know-how and data, financial, technical and other data, research material, products, formulae, protocols, techniques, experimental work, inventions, discoveries, designs, drawings, concepts, procedures, ideas, diagrams, marketing plans, brochures, photographs, processes, test equipment, test data, specifications, operational data, models, prototypes, materials, methods and techniques. COMPANY agrees not to divulge the Confidential Information that HUDSON discloses to it to any third party or parties, or use said Confidential Information for any purposes other than evaluating the potential value of working with COMPANY. COMPANY further agrees to limit disclosure only to those of its officers, employees, agents, affiliates and consultants as COMPANY considers necessary. COMPANY shall take all reasonable steps to prevent the disclosure of the Confidential Information as provided herein. This obligation shall be binding upon COMPANY and shall continue for a period of five (5) years from the date of this Agreement.
2. Nothing in the foregoing shall be construed to prevent either party from disclosing or using any information or from using Confidential Information which:
(a) such party can demonstrate by competent evidence was in such party's possession or control prior to the date of disclosure;
(b) was in the public domain or enters into the public domain through no improper act on the party seeking to use or disclose the Confidential Information or on the part of such party's officers, employees, agents, affiliates and consultants;
(c) is approved for public release by written authorization by the other party;
(d) such party can demonstrate by competent evidence is or was developed independent of the information derived from the proprietary Information;
(e) is required to be disclosed by legal, administrative or judicial process. If COMPANY or HUDSON or any of their respective representatives is requested in any proceeding to disclose Confidential Information furnished to it, such party shall give prompt notice of such request to the other so that the other party may seek an appropriate protective order. If, in the absence of a protective order, COMPANY or HUDSON, or any of their respective representatives, is legally compelled to disclose Confidential Information to it, such Confidential Information (and only such Confidential Information) may be disclosed in such proceeding without liability hereunder; provided, however, that the disclosing party shall give the other party written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is practical and, upon the other party’s request and at the other party’s expense, the disclosing party shall use all reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential Information in such proceeding; or
(f) is rightfully given to the party seeking to use or disclose the Confidential Information from sources independent of the such party, its officers, employees, agents, affiliates and consultants.
3. It is understood and agreed that any and all proprietary rights, including, but not limited to, patent rights, trademarks and proprietary rights, in and to the Confidential Information disclosed to HUDSON by COMPANY or to COMPANY by HUDSON shall be and remain the property of COMPANY or HUDSON, respectively, and neither party shall have any right, title or interest in or to any of the other party's Confidential Information. Each party will disclose its Confidential Information to the other with the express understanding that neither party will be obligated to enter into any further agreement relating to such Confidential Information. In addition, nothing in this Agreement shall be construed as establishing any joint venture or other business relationship, as granting to either party any license or right under any patent rights of the other or as representing any commitment by either party to enter into any license or other agreement by implication or otherwise.
4. Upon written request of either COMPANY or HUDSON, each party will return to the other all the Confidential Information (including all copies made by either HUDSON or COMPANY, as the case may be), provided that each party may retain one copy of all such Confidential Information in its confidential files for record purposes only.
5. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between the parties with respect to such subject matter are hereby superseded in their entirety. No agreement, understanding or promise subsequent to the date hereof relating to the subject matter of this Agreement, the Confidential Information or otherwise between or by one of the parties hereto shall be binding upon either party unless it is in writing and executed by both HUDSON and COMPANY and neither party shall be reasonable in relying on oral statements made by the other which are not contained in a written agreement.
6. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by each of the parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of such party of any other provision of this Agreement. Neither party may assign its rights or obligations hereunder.
7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of the law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day and year written above.
HEALTH OUTCOMES MANAGEMENT INC. HUDSON HEALTH SCIENCES INC.
By: /s/ Peter Zugschwert By: /s/ Mark Ahn
Name: Peter Zugschwert Name: Mark Ahn, Ph.D.
Title: Chief Executive Officer Title: Chief Executive Officer
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