SAFETEK INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>v032710_ex10-11.txt
<TEXT>
                                                                   EXHIBIT 10.11

                       RESEARCH AND DEVELOPMENT AGREEMENT

This Research and  Development  Agreement  (this  "AGREEMENT"),  effective as of
January 4, 2006 (the "EFFECTIVE  DATE"),  is entered into by and between SAFETEK
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Delaware,  directly  or through one of its  subsidiaries  (the  "COMPANY"),  and
MATRIX PHARMA INC., a privately held Delaware company ("MATRIX").

The parties have entered on December 28, 2005, into an Exclusive Patent and Know
How License Option Agreement (the "LICENSE AGREEMENT"; all capitalized terms not
defined  herein  shall  have  the  meaning  ascribed  to  them  in  the  License
Agreement),  pursuant to which  Matrix has  exclusively  licensed to the Company
certain Compounds.

In connection  with the rights  licensed  under the License  Agreement,  and the
Company's  independently  developed  Intellectual  Property Rights,  the Company
desires  to  obtain  from  Matrix,  from  time to  time,  various  research  and
development  Services (as defined below) as set forth herein, and Matrix desires
to provide the Services to the Company,  all under the terms and  conditions  of
this Agreement.

1.    INTERPRETATION

      1.1.  The preamble of this Agreement consists an integral part hereof. The
            headings of the sections and  subsections  of this Agreement are for
            convenience  of  reference  only  and  are not to be  considered  in
            construing this Agreement.

      1.2.  In this  Agreement the term "R&D PROGRAM" shall mean the R&D Program
            as defined  in the  License  Agreement  and any other  research  and
            development   program  to  be  initiated  pursuant  to  the  License
            Agreement.

2.    THE SERVICES

      2.1.  During the Agreement Term (as defined below),  the Company may, from
            time to time, at its  discretion,  request from Matrix in writing to
            perform  all or any  part of the R&D  Program  with  regards  to the
            Compounds,  to reasonably  assist to develop and  commercialize  the
            Licensed Products or otherwise  reasonably assist the Company in any
            matter relating to the Compounds and the License granted to it under
            the License Agreement (the "SERVICES").  Notwithstanding  the above,
            it is hereby agreed that since Matrix holds certain unique know how,
            the  performance of the First Stage of  Development,  subject to the
            terms of the License  Agreement,  shall be preformed  solely through
            the services of Matrix under this Agreement.

      2.2.  Matrix  will  use  its  reasonably  available  resources,  including
            researchers  named by the  Company,  and shall  conduct the Services
            pursuant  to the R&D  Program  during the  Agreement  Term in highly
            professional   manner,   all  in  order  to  successfully  meet  the
            applicable  Milestones at the time indicated in the R&D Program,  as
            amended by the Steering Committee from time to time. Matrix shall be
            solely  and  fully  responsible  for the  conduct  of the  Services,
            subject to the Company's  obligations  set forth  herein,  including
            obligation to pay Matrix the  consideration  for the  performance of
            the Services, as set forth in Section 3 hereunder.

      2.3.  Matrix and the Company  shall meet  regularly  during the  Agreement
            Term to review the progress of the  Services,  and shall provide the
            Steering Committee all information requested by it from time to time
            as shall  reasonably  be required by the parties or by the  Steering

<PAGE>
                                      -2-

            Committee,  but not less  than  the  frequency  detailed  in the R&D
            Program. At the end of each Stage of Development,  and no less often
            than every thirty (30) days or such other  reporting  period defined
            in the R&D  Program,  Matrix  shall  provide  reports to the Company
            describing  the  progress of  Services  and the  achievement  of the
            Milestones. In addition,  quarterly written report setting forth the
            status of Services and the applicable Stage of Development,  as well
            as other  accomplishments and significant research findings shall be
            prepared by Matrix and submitted to the Company,  with a copy to the
            Steering  Committee,  within  thirty  (30)  days  of the end of each
            calendar quarter.

      2.4.  Without  limiting  the  aforesaid,  Matrix shall be  responsible  to
            ensure that the Services  performed  hereunder are fully and clearly
            documented  in  reasonable  manner and  provided to Company upon its
            reasonable request (the "SERVICE DOCUMENTATION").

      2.5.  The provisions of Section 3.5 of the License  Agreement  shall apply
            to any publication of information relating to the Services performed
            hereunder.

      2.6.  Neither  Matrix nor any of its  shareholders,  directors,  officers,
            employees or other  representatives  or agents, nor any other Person
            involved in any future research by Matrix,  shall take any action or
            enter  into any  agreement  after the date  hereof  relating  to the
            Licensed  Products  and/or the Compounds  during the Term,  which is
            inconsistent   with  the  provisions  hereof   (including,   without
            limitation,  making any  disposition of the Compounds,  including by
            way of transfer, option grant, mortgage, pledge or otherwise,).

3.    CONSIDERATION

      3.1.  In  consideration  for the  Services,  the Company  shall  reimburse
            Matrix  for all  costs  under the R&D  Program,  as  amended  by the
            Steering Committee from time to time (collectively,  the "COSTS" and
            the "FEE", as applicable).  For the avoidance of doubt, if Matrix is
            required to perform  services which are not indicated in the Budget,
            such services will be preformed against reimbursement by the Company
            of the costs incurred by Matrix in their performance,  provided such
            costs were approved in advance and in writing by the Company.

      3.2.  Notwithstanding  the above, if the Costs for Matrix for successfully
            achieving the First  Milestone are above 110% of the estimated costs
            for the First Stage of  Development as detailed in the Budget on the
            date hereof (i.e. above  US$165,000),  Matrix undertakes to continue
            the conduct of the First Stage of  Development,  at its own expense,
            until Matrix successfully achieves the First Milestone.

      3.3.  Matrix shall  provide the Company  with a full and detailed  written
            report  of the  Costs  incurred  by it and  the Fee to  which  it is
            entitled for each Reporting Period, not later than 30 days after the
            end of the Reporting Period ("MATRIX' REPORT").

      3.4.  Matrix shall maintain  complete and accurate records relating to the
            Costs, which records shall contain sufficient  information to permit
            the  Company  to  confirm  the  accuracy  of any  reports  and Costs
            contained  therein.  Matrix  shall  retain such records for at least
            three (3) years after the applicable Reporting Period,  during which
            time the Company and its appointed agents, shall have the right, not
            more than once a year, at the Company's expense to inspect and audit
            such  records.  Notwithstanding  the above,  if such audits reveal a
            discrepancy of more than 10% between the Fees paid by the Company to
            Matrix and the actual Fees payable  hereunder,  Matrix will bear the
            reasonable costs of such audit (including  auditor's fee, travel and
            accommodation  costs) and shall pay the Company a penalty  amounting
            to twice the discrepancy amount.

<PAGE>
                                      -3-

      3.5.  If any  misunderstanding  or dispute  arises in connection  with the
            calculation  of such Fees or Costs,  they shall be  determined by an
            independent   accountant,   to  be  appointed  by  the   independent
            accountant to be appointed by mutual agreement of the accountants of
            both parties  within 30 days of demand in writing of any party,  who
            shall act as arbitrator  for the parties,  subject to the following:
            (i) the place of arbitration shall be Tel Aviv; (ii) the language to
            be used in the  arbitral  proceedings  shall be  Hebrew;  (iii)  the
            arbitrator shall be free of the rules of procedure or evidence,  but
            shall be subject to the substantive law and shall give only reasoned
            opinions in writing; (iv) the award rendered by the arbitrator shall
            be in writing and shall be final and binding upon the parties to the
            arbitration;  judgment  upon  the  award  of the  arbitrator  may be
            entered in any court having  jurisdiction  thereof or such court may
            be asked to judicially  confirm the award and order its enforcement,
            as the case may be; (v) the arbitrator may consult with such experts
            as arbitrator  shall see fit under the  applicable  rules;  and (vi)
            this section shall be deemed to constitute an arbitration  agreement
            between the parties,  if and to the extent required under applicable
            law.

      3.6.  The Fee shall be paid by the Company in U.S. Dollars, within 30 days
            after  the  receipt  of  Matrix'  Report,   against  valid  invoice.
            Notwithstanding   the  above,  the  Matrix'  Report  for  the  first
            Reporting  Period in which  Services  were  provided  to the Company
            pursuant to this Agreement, shall also include all Costs incurred by
            Matrix while  conducting the Matrix  Internal R&D, as defined in the
            License  Agreement,  and, in addition,  the amount paid to Matrix on
            the Exercise  Date for Matrix  Internal R&D according to Section 2.3
            of the License Agreement,  will be deducted from all amounts payable
            by the Company thereunder.

4.    INTELLECTUAL PROPERTY RIGHTS

      4.1.  The  provisions  of  Section  12.3,  12.4  and  12.5 of the  License
            Agreement shall apply with respect to any new Intellectual  Property
            Rights developed made, conceived or created by the parties.

      4.2.  Notwithstanding  anything else to the contrary herein,  this Section
            shall survive the termination of this Agreement.

5.    CONFIDENTIAL INFORMATION

      5.1.  For purposes hereof,  "CONFIDENTIAL  INFORMATION"  means any and all
            Matrix  Intellectual  Property Rights  including with regards to the
            Licensed  Products  and/or  Compounds,  the  Company's  Intellectual
            Property Rights, the terms and conditions of this Agreement, and any
            and all oral, written,  electronic or other communications and other
            information  disclosed  or  provided  by one  party  to  the  other,
            including  any and all  analyses  or  conclusions  drawn or  derived
            therefrom  regarding this Agreement,  and  information  developed or
            disclosed  hereunder,  or  any  party's  raw  materials,  processes,
            formulations,   analytical  procedures,   methodologies,   products,
            samples  and  specimens  or  functions,  excluding  (i)  information
            possessed by a party prior to receipt  from the other  party,  other
            than  through  prior  disclosure  by such party;  (ii)  published or
            available to the general  public  otherwise than through a breach of
            this Agreement;  (iii) obtained by the party from a third party with

<PAGE>
                                      -4-

            a valid right to disclose it,  provided that said third party is not
            under  a  confidentiality   obligation  to  the  first  party;  (iv)
            independently developed by employees,  agents or consultants of such
            party;  (v)  is  required  to  be  disclose  under  applicable  laws
            (including  securities  laws)  or  regulations,  or by an order of a
            competent  judicial  body,  all (i) to (v)  which  can be  proven by
            written records.

      5.2.  Each party shall keep and use all of the Confidential Information of
            the  other  party in  confidence  and will  not,  without  the other
            party's prior written consent, disclose any Confidential Information
            of the other  party to any  person or  entity,  except  those of its
            officers,   servants,   employees   and  agents  who  require   said
            Confidential  Information  of the other  party in  performing  their
            obligations under this Agreement, all subject to such party's rights
            to use such Confidential  Information in furtherance of the purposes
            set forth in this Agreement and the License  Agreement.  Each of the
            parties  covenants  and agrees that it will initiate and maintain an
            appropriate  internal program limiting the internal  distribution of
            the  Confidential  Information  of the other party to its  officers,
            servants,   employees   or  agents  and  to  take  the   appropriate
            non-disclosure  agreements  from  any and all  persons  who may have
            access to the Confidential Information of the other party.

      5.3.  In the event that a party is required by judicial or  administrative
            process to disclose any or all of the  Confidential  Information  of
            the other party,  such party shall  promptly  notify the other party
            and allow the other party  reasonable  time to oppose  such  process
            before disclosing any Confidential Information.

      5.4.  For the avoidance of doubt,  the  provisions of this Section 5 shall
            not limit,  in any way  whatsoever,  the Company's  right to use the
            Compounds  according to the licenses granted to it under the License
            Agreement.

      5.5.  Notwithstanding   anything   else  to  the  contrary   herein,   the
            obligations under this Section shall survive the termination of this
            Agreement.

6.    TERM AND TERMINATION

      6.1.  The term of this  Agreement  shall commence upon the exercise of the
            Option and shall continue  until the  termination of the R&D Program
            (the "AGREEMENT TERM").

      6.2.  The  Agreement  may be  terminated  by  either  party,  without  any
            additional  payment or  compensation  not otherwise  due  hereunder,
            immediately   upon  the   occurrence  of  any  of  the   termination
            circumstances described in the License Agreement, and the provisions
            of  Section  17  of  the  License  Agreement  shall  apply,  mutatis
            mutandis. For avoidance of doubt, and subject to Section 17.5 of the
            License  Agreement,  it is  made  clear  that  termination  of  this
            Agreement and/or the License Agreement by Matrix shall automatically
            terminate  any  agreement   Company  has  signed  with   Affiliates,
            Sub-Licensees  or other third  parties with regards to the Services,
            Licensed  Products,  Compounds or any other matters relating to this
            Agreement  and/or the  License  Agreement,  unless  Matrix has given
            Company prior written approval otherwise. However, in the event that
            this Agreement is terminated  while a Sub-Licensee  is in compliance
            with its Sub-License, Matrix agrees to provide to such Sub-Licensee,
            at such  Sub-Licensee's  request,  a direct  license  to the  rights
            sublicensed  under the Sub-License,  on substantially the same terms
            and conditions of this  Agreement,  provided that Matrix may require
            adequate assurances protecting its rights and economic benefit.

<PAGE>
                                      -5-

7.    MISCELLANEOUS

      7.1.  This  Agreement  shall  be  subject  to the  laws  of the  State  of
            Delaware, without regard to the conflict of laws provisions thereof.
            Subject to Section 3.2 above and other than  disputes to be resolved
            by the  Steering  Committee  pursuant  to Section 6.3 of the License
            Agreement or by the Scientific  Arbitrator pursuant to Section 20 of
            the License  Agreement,  all  disputes  which may arise our of or in
            connection  with this  Agreement,  shall be subject to the exclusive
            jurisdiction of the courts of the State of Delaware.

      7.2.  Each  party  will  bear  its  own  costs  in  connection   with  the
            transactions  contemplated hereunder,  including attorney's fees and
            expenses.

      7.3.  Each  party has  reviewed  with its own tax  advisors  the  federal,
            state,  local  and  foreign  tax  consequences  of the  transactions
            contemplated by this Agreement. Each party is relying solely on such
            advisors and not on any statements or  representations  of the other
            party or any of its agents.  Each party understands that it shall be
            responsible  for any tax  liability  that  may  imposed  on it under
            applicable law as a result of the transactions  contemplated by this
            Agreement.

      7.4.  Subject to the terms and  conditions of this  Agreement,  each party
            will use its commercially reasonable efforts to take, or cause to be
            taken,  all  actions  and to do,  or cause to be  done,  all  things
            necessary or desirable  under  applicable  laws and  regulations  to
            consummate the  transactions  contemplated by this  Agreement.  Each
            party   agrees  to  execute  and  deliver   such  other   documents,
            certificates,  agreements  and other writings and to take such other
            actions as may be necessary or desirable in order to  consummate  or
            implement  expeditiously  the  transactions   contemplated  by  this
            Agreement.

      7.5.  If Party's failure to comply with any terms of the Agreement  and/or
            the  R&D  Agreement  is due to  causes  beyond  the  control  of the
            Company,  including,  without limitation,  acts of God, fire, flood,
            strike,  lockout,   factory  shutdown,  act  of  civil  or  military
            authority,  priority request,  order of any applicable government or
            any department or agency thereof, insurrection,  riot, war, embargo,
            or inability to obtain  labor or materials  from its usual  sources,
            such  failure  shall not be regarded  to as breach of the  Agreement
            and/or the R&D Agreement.

      7.6.  This Agreement  constitutes the entire agreement between the parties
            with  respect  to  its  subject  matter  and  supersedes  all  prior
            agreements  or  understandings  between the parties  relating to its
            subject matter. For the avoidance of doubt, nothing herein limits or
            derogates  form the  provisions  of the  License  Agreement  and the
            provisions hereof shall only be in addition to the provisions of the
            License Agreement.

      7.7.  This Agreement may be amended,  supplemented,  or otherwise modified
            only by means of a written  instrument  signed by both parties.  Any
            waiver of any rights or failure to act in a specific  instance shall
            relate  only to such  instance  and  shall  not be  construed  as an
            agreement to waive any rights or fail to act in any other  instance,
            whether or not similar.

      7.8.  In the event  that any  provision  of this  Agreement  shall be held
            invalid  or  unenforceable  for  any  reason,   such  invalidity  or
            unenforceability  shall  not  affect  any  other  provision  of this
            Agreement,  and the parties shall  negotiate in good faith to modify
            the Agreement to preserve (to the extent  possible)  their  original
            intent.

<PAGE>
                                      -6-

      7.9.  Nothing  contained  herein  shall be deemed or  construed  to create
            between the parties hereto a partnership or joint venture.  No party
            shall have the authority to act on behalf of any other party,  or to
            commit any other party in any manner or cause  whatsoever  or to use
            any other  party's name in any way not  specifically  authorized  by
            this  Agreement.  No party  shall be liable  for any act,  omission,
            representation,  obligation  or debt  of any  other  party,  even if
            informed of such act, omission, representation, obligation or debt.

      7.10. This Agreement  cannot be assigned by either party,  except with the
            prior  written  consent  of  the  other  party.  In  any  event,  an
            assignment  will be permitted only if the assignee agrees in writing
            to be bound  by all the  terms  and  conditions  of this  Agreement.
            Subject to the aforesaid,  this Agreement  shall be binding upon and
            inure to the benefit of the parties and their  respective  permitted
            successors and assigns.  Notwithstanding the above, the Agreement or
            any part  thereof can be assigned by Matrix for the  fulfillment  of
            any part of the R&D  Program to be  provided  by it,  subject to the
            provisions of Section 13 of the License Agreement.

      7.11. All  headings  are for  convenience  only and shall not  affect  the
            meaning of any  provision of this  Agreement.  7.12.  All  remedies,
            either under this  Agreement or by law or otherwise  afforded to any
            of the parties, shall be cumulative and not alternative.

      7.13. This Agreement may be executed in any number of  counterparts,  each
            of which shall be deemed an  original  and  enforceable  against the
            parties  actually  executing  such  counterpart,  and  all of  which
            together shall constitute one and the same instrument.

      7.14. Any offer,  notice,  response  or other  communication  required  or
            authorized  to be given by any party  under  this  Agreement  to the
            other party shall be in writing and shall be  personally  delivered,
            sent by  facsimile  transmission  (with a copy by  ordinary  mail in
            either case) or dispatched  by courier  addressed to the other party
            at the  address  stated  below  or such  other  address  as shall be
            specified  by the parties  hereto by notice in  accordance  with the
            provisions of this  Section.  Any notice shall operate and be deemed
            to have been served,  if personally  delivered or sent by fax on the
            next  following  business  day,  and if by  courier,  on  the  fifth
            following  business day.  Addresses for the purposes of this Section
            are as follows:

            To Matrix:  15 Berkeley Street
                        London W1J8DY
                        United Kingdom



            with a copy to (which shall not constitute service of process on):

            Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., Law Offices
            1 Azrieli Center, Tel Aviv 67021, Israel
            Fax: 972-3-6074444
            Attn: Mr. Nitzan Hirsch-Falk, Adv.

            To the Company:
            SafeTek International Int.
            23 Aminadav St., Tel Aviv 67898, Israel
            Fax: 972-3-5613465
            Attn: Mr. Shay Goldstein

<PAGE>
                                      -7-

            with a copy to (which shall not constitute service of process on):
            Ori Rosen & Co., Law Offices
            1 Azrieli Center, Tel Aviv 67021, Israel
            Fax: 972-3-6074701
            Attn: Mr. Ori Rosen, Adv.

IN WITNESS  WHEREOF  the  parties  have  signed  this  Agreement  as of the date
hereinabove set forth.

Safetek International, Inc.                  Matrix Pharma Inc

By: /s/ Shay Goldstein                       By: /s/ Sion Balass
    ----------------------                       -----------------
    Name: Shay Goldstein                         Name: Sion Balass
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</DOCUMENT>
