- Current report filing (8-K)
01 September 2010 - 10:51PM
Edgar (US Regulatory)
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 report
ed
)
August
31
,
20
10
SENTISEARCH,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-52320
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20-5655648
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1217 South Flagler Drive
, 3rd Floor ,
West Palm Beach
,
Florida
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33401
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
805-684-1830
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
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Written
communications pursuant to Rule 425 under the Securities
Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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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.
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SENTISEARCH,
INC.
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By:
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/s/
Joseph K. Pagano
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Name:
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Joseph
K. Pagano
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Title:
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Chief
Executive Officer, Secretary,
Treasurer
and Chairman of the Board
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