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<SEC-DOCUMENT>0001144204-07-014411.txt : 20070323
<SEC-HEADER>0001144204-07-014411.hdr.sgml : 20070323
<ACCEPTANCE-DATETIME>20070323172405
ACCESSION NUMBER:		0001144204-07-014411
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070323
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070323
DATE AS OF CHANGE:		20070323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED DNA SCIENCES INC
		CENTRAL INDEX KEY:			0000744452
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				592262718
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-90539
		FILM NUMBER:		07716079

	BUSINESS ADDRESS:	
		STREET 1:		25 HEALTH SCIENCES DRIVE
		STREET 2:		SUITE 113
		CITY:			STONY BROOK
		STATE:			NY
		ZIP:			11790
		BUSINESS PHONE:		631 444 6861

	MAIL ADDRESS:	
		STREET 1:		25 HEALTH SCIENCES DRIVE
		STREET 2:		SUITE 113
		CITY:			STONY BROOK
		STATE:			NY
		ZIP:			11790

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROHEALTH MEDICAL TECHNOLOGIES INC
		DATE OF NAME CHANGE:	20010504

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DCC ACQUISITION CORP
		DATE OF NAME CHANGE:	19990211

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DATALINK CAPITAL CORP/TX/
		DATE OF NAME CHANGE:	19980306
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e65927_8k.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              --------------------

          Date of report (Date of earliest event reported): March 19, 2007

                            Applied DNA Sciences, Inc
               (Exact Name of Registrant as Specified in Charter)


           Nevada                   002-90539                  59-2262718
      (State or Other        (Commission File Number)        (IRS Employer
       Jurisdiction                                       Identification No.)
     of Incorporation)


                       25 Health Sciences Drive, Suite 113
                           Stony Brook, New York 11790
               (Address of Principal Executive Offices) (Zip Code)

                                  631-444-6861
              (Registrant's telephone number, including area code)

                                 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 (see General Instruction A.2 below):

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On March 19, 2007, Applied DNA Sciences, Inc. (the "Company") and HPT
International, LLC ("HPT") entered into a Technology Reseller Agreement (the
"Agreement"). In the Agreement the Company agreed to supply its SigNature DNA
Markers to HPT to be affixed onto HPT's holograms, Nylon 6 tags and other
plastic or metal food tags. HPT has been granted exclusive rights to affix the
Company's SigNature DNA Markers onto its tagging products for distribution to
its customers in the United States in the poultry and kosher foods markets, and
non-exclusive rights to attach the Company's SigNature DNA Markers onto its
tagging products for distribution to its customers worldwide. The Company will
be paid a fee for each SigNature DNA Marker that is attached to an HPT product
and distributed to a third party, and for each forensic authentication test that
the Company performs at HPT's request. HPT has been granted exclusive rights in
the U.S. poultry and kosher foods markets with respect to new customers through
March 18, 2008. After that date, HPT will lose its exclusive rights if it does
not realize certain sales goals or does not agree to certain minimum purchases
during the subsequent year of the agreement. Under the Agreement, HPT has the
right to permanent exclusivity in the U.S. poultry and kosher foods markets if
it realizes its sales goals for the first two years under the agreement and
achieves an additional milestone to be agreed by the Company and HPT prior to
March 18, 2009. The Agreement may be terminated by the Company or HPT on any
anniversary of the Agreement by providing ninety (90) days prior written notice.

      The foregoing description is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. A copy of the press release relating to the announcement is
attached as Exhibit 99.1 and is incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (d)   Exhibits.

      Exhibit 10.1   Technology Reseller Agreement, dated March 19, 2007 by and
                     between Applied DNA Sciences and HPT International LLC.**

      Exhibit 99.1   Press release of Applied DNA Sciences, Inc.,
                     dated March 23, 2007.

      -----------------------------
      **          Confidential treatment has been requested with respect to
                  certain portions of this exhibit pursuant to Rule 24b-2 under
                  the Securities Exchange Act of 1934, as amended. Omitted
                  portions have been field separately with the Commission.


<PAGE>


                                    SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       Applied DNA Sciences, Inc.
                                       (Registrant)



                                       By: /s/ James A. Hayward
                                       --------------------------------------
                                       James A. Hayward
                                       Chief Executive Officer




Date: March 23, 2007


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e65927_ex10-1.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>

                                                                    Exhibit 10.1


                                                                    Confidential


                          TECHNOLOGY RESELLER AGREEMENT

This Technology Reseller Agreement ("Agreement"), effective as of this 19 day of
March,  2007 ("Effective Date"), is made and entered into by and between

Applied DNA Sciences,  Inc., a Nevada  corporation  with an address of 25 Health
Sciences Drive, Suite 113, Stony Brook, New York 11790 ("Applied DNA"),

                                       and

HPT  International  LLC.,  a  _____________  limited  liability  company with an
address of 900 Towbin Ave. Suite C., Lakewood, NJ 08701 ("Reseller").


WHEREAS, Applied DNA has developed and has rights in certain technology used for
botanical DNA  encryption,  embedment  and  authentication  solutions  wherein a
marker may be embed in items to, among other things,  authenticate  and identify
counterfeit versions of such items; and

WHEREAS,  Reseller  desires the right to include  Applied  DNA's  SigNature  DNA
Markers in its products for  distribution  to its customers,  and Applied DNA is
willing  to grant  such  rights,  in  accordance  with the terms and  conditions
herein.

NOW  THEREFORE,  in  consideration  of the mutual  covenants and  understandings
contained  in this  Agreement  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

1. DEFINITIONS

For the purpose of this  Agreement,  the  following  terms shall have the stated
meanings:

1.1     "Affiliate"  with  respect  to a party,  means any  entity  controlling,
        controlled by or under common control with such party.

1.2     "Intellectual  Property" means all current and future worldwide  patents
        and  other  patent  rights,  trademarks,  trade  names,  service  marks,
        copyrights, applications for any of the foregoing, technology, know-how,
        trade  secrets,  mask work  rights and all other  intellectual  property
        rights.

1.3     "Reseller  Products"  means those  products  sold by  Reseller  that are
        identified on SCHEDULE A.

1.4     "SigNature  DNA  Markers"  means the  DNA-inscribed  markers  comprising
        Applied DNA's technology.

2. RESELLER RIGHTS AND OBLIGATIONS

2.1     RIGHTS  GRANTED.  Subject  to and in  accordance  with the terms of this
        Agreement, Applied DNA hereby:



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 1 OF 8

<PAGE>
                                                                    Confidential


        (i)     appoints  Reseller as an  authorized  reseller of SigNature  DNA
                Markers during the Term; and

        (ii)    grants to Reseller a  non-exclusive,  non-transferable,  limited
                right and  license  during the Term to affix the  SigNature  DNA
                Markers only on Reseller Products for distribution to Reseller's
                customers.

        (iii)   grants to Reseller a exclusive, non-transferable,  limited right
                and license  during the Term to affix the  SigNature DNA Markers
                only  on  Resellers  Products  for  distribution  to  Reseller's
                customers  in the US in the poultry  and/or  Kosher Food markets
                provided that the Reseller buy's  and  pay's for $[*]  worth  of
                SigNature  DNA  Markers  during  the  first  12  months  of this
                agreement. If this milestone is met, the Reseller can extend the
                exclusivity for a second Term,  provided  Reseller agrees to buy
                and  pay for  $[*]  worth of SigNature DNA  Markers  during  the
                second Term.

        (iv)    If after 2 years,  the milestones have been met or exceded,  HPT
                shall retain the right to exclusivity based on a milestone which
                shall be negotiated before the expiration of the 2nd year

        (v)     In the event HPT does not reach a milestone, HPT shal retain the
                right to sell to HPT  customers  already using the Signature DNA
                Markers until such time as this agreement expires

2.2     SPECIFIC  RESTRICTIONS.  Without in any way expanding the rights granted
        above,  Reseller's  use of the SigNature DNA Markers shall be restricted
        in accordance with the following specific restrictions.

2.2.1   NO  UNAUTHORIZED  USE.  Reseller shall not use the SigNature DNA Markers
        except as expressly permitted under the terms of this Agreement.

2.2.2   NO  ALTERING.  Reseller  shall not alter,  translate,  adapt or vary the
        SigNature DNA Markers.

2.2.3   NO REVERSE ENGINEERING.  Reseller shall not decompile or disassemble the
        SigNature DNA Markers or reverse  engineer the SigNature DNA Markers (or
        attempt, authorize or permit the same).

2.2.4   NO  COPYING.  Reseller  may not make nor  attempt to make  copies of the
        SigNature DNA Markers.

3. ORDERS; FEES

3.1     PURCHASE  ORDERS.  Reseller shall submit purchase orders for Applied DNA
        to embed SigNature DNA Markers in a requested media which Reseller shall
        then affix to Reseller  Products.  Each such purchase  order shall be in
        the amounts  required for a minimum of one (1) million  Reseller Product
        units.  All such  purchase  orders shall be subject to the terms of this
        Agreement.  No terms in any purchase order shall be binding upon Applied
        DNA, and under no  circumstances  shall any such terms alter or vary any
        term of this Agreement.

3.2     FEES.  Applied  DNA  shall  be  entitled  to the  fees  associated  with
        Reseller's  distribution  of Reseller  Products having embed on them the
        SigNature DNA Markers,  in  accordance  with the fee schedule set out in
        SCHEDULE B.



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 2 OF 8

<PAGE>
                                                                    Confidential


3.3     SHIPMENT.  All orders  will be shipped  by Applied  DNA F.O.B.  place of
        origin within 30 days of receipt of a formal purchase order.

3.4     TAXES.  All amounts  payable  under this  Agreement are exclusive of all
        sales, use, value-added,  withholding,  and other taxes and duties. Each
        party will pay the taxes and duties  assessed  against it in  connection
        with this  Agreement  and its  performance  by any  authority  within or
        outside of the U.S.,  except for taxes  payable on the other party's net
        income or any  other  taxes due and  payable  by the other  party in the
        ordinary course.

3.5     RECORDS.  During  the Term,  Reseller  will  maintain  accurate  records
        necessary to determine the fees payable pursuant to ss.3.2.

3.6     AUDIT. Not more than once during each six (6) month period, and upon ten
        (10) days prior  written  notice to  Reseller,  Applied  DNA may inspect
        Licensee's  records  identified  in  ss.3.5 to  verify  compliance  with
        Reseller's  obligations to pay fees under this Agreement  ("Audit").  If
        the Audit reveals an underpayment,  Reseller will pay to Applied DNA the
        full amount of such underpayment  within fifteen (15) days of Reseller's
        receipt of the results of the Audit. The cost of any Audit shall be born
        by Applied DNA;  provided,  that if the Audit reveals an underpayment of
        more  than  the  greater  of five  percent  (5%) of the fees due for the
        period  audited,  then  Reseller will bear the  reasonable  costs of the
        Audit.  Any such Audit shall be conducted at a time and place reasonably
        acceptable to Reseller, and in such a manner so as not to interfere with
        or disrupt Reseller's business and operations.

4. TERM AND TERMINATION

4.1     TERM.  This Agreement  shall commence on the Effective Date and continue
        for a  period  of one (1)  year  (the  "Initial  Term")  unless  earlier
        terminated  as  permitted  below.   Thereafter,   this  Agreement  shall
        automatically  renew for  successive one (1) year terms (each a "Renewal
        Term") unless earlier  terminated as permitted  below.  The Initial Term
        and all Renewal Terms are referred to collectively as the "Term."

4.2     TERMINATION.

4.3     BREACH.  Either party may terminate this Agreement for a material breach
        by the other party if such breach is not cured  within  thirty (30) days
        after receipt of written notice thereof.

4.4     CANCELLATION  OF  RENEWAL.  Either  party may  elect  not to renew  this
        Agreement by providing  written  notice to the other party not less than
        ninety (90) days before the end of the Initial Term or the  then-current
        Renewal Term, as the case may be.

4.5     TERMINATION.  In the  event of the  expiration  or  termination  of this
        Agreement  all of the  rights  granted  to  Reseller  pursuant  to  this
        Agreement shall terminate; provided that Reseller may continue to resell
        any  SigNature  DNA Markers that it has in inventory as of the effective
        date of such  termination  so long as  Reseller is not in default of its
        obligations under ss.ss.2 or 3.

5. LIMITED WARRANTIES

5.1     WARRANTIES. Each party represents and warrants that (a) it is authorized
        and has the right to enter into this Agreement; and (b) it has rights to
        its products  sufficient to complete the  transactions  contemplated  by
        this Agreement.



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 3 OF 8

<PAGE>
                                                                    Confidential


5.2     DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SS.5, THE SIGNATURE DNA
        MARKERS AND ANY OTHER MATERIALS PROVIDED BY APPLIED DNA ARE PROVIDED "AS
        IS" WITHOUT ANY  WARRANTIES  OF ANY KIND,  AND APPLIED DNA  SPECIFICALLY
        DISCLAIMS ALL WARRANTIES,  WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
        LIMITATION,  ANY IMPLIED  WARRANTIES OF  MERCHANTABILITY,  FITNESS FOR A
        PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6. PROPRIETARY RIGHTS

        As between the  parties,  Applied DNA  maintains  all rights,  title and
        interest,  including all  Intellectual  Property  Rights,  in and to the
        SigNature DNA Markers and all of the technology  relating  thereto,  and
        except for the license rights  expressly  granted in ss.2 Reseller shalL
        have no rights in or to the SigNature DNA Markers.

7. INDEMNITY

7.1.1   INDEMNITY.  Reseller shall defend,  indemnify and hold harmless  Applied
        DNA, its Affiliates, and their respective officers, directors, employees
        and agents  (each an  "Indemnified  Party") from and against any and all
        claims, suits, losses,  liabilities,  damages,  judgments,  settlements,
        costs and expenses (including but not limited to investigation costs and
        attorneys' fees and expenses),  that any Indemnified Party may suffer or
        incur  as a  result  of any  claim by any  third-party  relating  to the
        Reseller Products.

7.1.2   PROCEDURE.  Applied  DNA or the  affected  Indemnified  Party  will  (a)
        promptly  notify  Reseller  in  writing  of any  such  claim,  provided,
        however,  that a delay in notifying  Reseller shall not avoid Reseller's
        indemnity  obligations  hereunder  unless,  and only to the extent that,
        Reseller's  ability to defend the claim has been  materially  prejudiced
        thereby;  and (b)  provide  to  Reseller,  at  Reseller's  expense,  all
        available information,  assistance and authority reasonably necessary to
        defend.  Reseller shall,  at its own expense,  assume the defense of any
        such claim or suit. In no event, however, shall Reseller settle any such
        claim  without  the  written  consent  of Applied  DNA and the  affected
        Indemnified  Party,  which consent shall not be  unreasonably  withheld.
        Reseller  shall  reimburse  Applied  DNA  for  any  costs  and  expenses
        (including  without limitation  reasonable  attorneys' fees) incurred by
        Applied  DNA  or  an  Indemnified   Party  in  enforcing  the  aforesaid
        indemnification.

8. LIMITATION OF LIABILITY

8.1     DISCLAIMER. IN NO EVENT SHALL APPLIED DNA OR ITS AFFILIATES OR PROVIDERS
        BE  LIABLE  FOR ANY  INCIDENTAL,  CONSEQUENTIAL,  INDIRECT,  SPECIAL  OR
        PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PRODUCTION, LOSS
        OF PROFITS OR OF  CONTRACTS,  LOSS OF REVENUE,  LOSS OF OPERATION  TIME,
        LOSS OF GOODWILL OR  ANTICIPATED  SAVINGS,  WASTED  MANAGEMENT  OR STAFF
        TIME)  ARISING  OUT  OF OR IN  CONNECTION  WITH  THIS  AGREEMENT  OR ANY
        MATERIALS PROVIDED BY APPLIED DNA PURSUANT HERETO,  WHETHER IN AN ACTION
        IN  CONTRACT,  TORT  (INCLUDING  NEGLIGENCE  AND  STRICT  LIABILITY)  OR
        OTHERWISE,  OR ITS TERMINATION,  AND IRRESPECTIVE OF WHETHER APPLIED DNA
        HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

8.2     LIMIT.  APPLIED  DNA'S  MAXIMUM  LIABILITY,  WHETHER IN  CONTRACT,  TORT
        (INCLUDING  NEGLIGENCE  AND STRICT  LIABILITY) OR BASED ON ANY CLAIM FOR
        INDEMNITY OR  CONTRIBUTION  OR  OTHERWISE,  IN RESPECT OF EACH AND EVERY
        EVENT ARISING OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT,  SHALL NOT
        EXCEED THE AMOUNT  PAID TO APPLIED  DNA BY  RESELLER  IN THE TWELVE (12)
        MONTH  PERIOD  IMMEDIATELY  PRECEDING  THE  CLAIM  GIVING  RISE  TO SUCH
        LIABILITY.



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 4 OF 8

<PAGE>
                                                                    Confidential


9. CONFIDENTIALITY

9.1     A party  ("Recipient  Party") that receives  confidential or proprietary
        information   ("Confidential   Information")   from  the   other   party
        ("Disclosing  Party") agrees to use the Confidential  Information of the
        Disclosing  Party only for the purposes  set forth under this  Agreement
        and not to use  such  Confidential  Information  for any  other  purpose
        whatsoever;   ensure  that  only  those  of  its  directors,   officers,
        employees,  consultants,  contractors  and agents who are concerned with
        the  carrying  out of this  Agreement  have  access to the  Confidential
        Information  of the  Disclosing  Party on a "need to know" basis and are
        informed  of the secret and  confidential  nature of it and are bound by
        obligations  of  confidentiality;  and otherwise  keep the  Confidential
        Information  of the  Disclosing  Party secret and  confidential  and not
        directly  or  indirectly  disclose  or  permit  to be  disclosed  to any
        third-party  for any reason  without  the prior  written  consent of the
        Disclosing Party.

9.2     The  obligations  of confidence  of each party  referred to in this ss.8
        will not extend to any Confidential Information of the other party that:
        is or becomes  generally  available to the public other than by a breach
        by a  Recipient  Party of the  provisions  of this  ss.8;  is  developed
        independently  by the Recipient  Party as demonstrated by written record
        and  without  access  or  reference  to,  or use  of,  the  Confidential
        Information  of the  Disclosing  Party;  is in the  rightful  and lawful
        possession  of  the  Recipient  Party  prior  to its  disclosure  by the
        Disclosing Party as demonstrated by written record; or is rightfully and
        lawfully   disclosed  to  the  Recipient  Party  by  a  third-party  who
        rightfully  and lawfully  obtained  the  Confidential  Information,  and
        without  breach of any  obligation of such  third-party  to maintain the
        confidentiality of such Confidential Information.

9.3     The Recipient Party may, on the advice of counsel, disclose Confidential
        Information  to the  extent  required  by  law,  provided  that,  unless
        prohibited by law,  prompt written notice of the required  disclosure is
        given to the Disclosing Party so that it may seek appropriate  relief to
        prevent such  disclosure,  and that such  disclosure will be only to the
        extent  so  required  and  will be  subject,  if  practicable,  to prior
        consultation  with the  Disclosing  Party with a view to agreeing to the
        timing and content of such disclosure.

9.4     All  Confidential  Information  disclosed by the Disclosing Party to the
        Recipient Party will be considered to be and will remain the property of
        the  Disclosing  Party.  In the event  that a court or  trustee  assumes
        partial or complete  control over the assets of a Recipient  Party based
        on the insolvency or bankruptcy of that party,  the Recipient Party will
        to the extent permitted by law, take all steps necessary or desirable to
        maintain  the  confidentiality  and security of the  Disclosing  Party's
        Confidential  Information  and to  ensure  that  the  court  or  trustee
        maintains that Confidential Information in confidence in accordance with
        this Agreement.

9.5     Nothing  in this  ss.8  shall be deemed to  conflict  with or  otherwise
        restrict the rights  granted in ss.2 to use the SigNature DNA Markers in
        Reseller  Products and to distribute them to Reseller's  customers.  The
        obligations of the parties under this ss.8 will survive the  expiration,
        rescission,  assignment or  termination  of this  Agreement for whatever
        reason.



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 5 OF 8

<PAGE>
                                                                    Confidential


10. FORCE MAJEURE

        Neither party shall be  responsible  to the other for failure to perform
        any of the  obligations  imposed by this  Agreement;  provided that such
        failure  shall be  occasioned  by  fire,  flood,  explosion,  lightning,
        windstorm,  earthquake,  subsidence of soil, failure or destruction,  in
        whole or in part,  of  machinery  or  equipment  or failure of supply of
        materials,   discontinuity   in  the   supply  of  power,   governmental
        interference,  civil commotion,  riot, war,  terrorism,  strikes,  labor
        disturbance,  transportation  difficulties  or labor  shortage or by any
        cause  beyond  the  reasonable  control  of the party in  question;  and
        provided  further  that  the  party  seeking  to  avail  itself  of  the
        protections of this ss.10 use reasonable efforts to restore  performance
        as soon as  possible,  and  regularly  inform  the  other  party  of its
        progress  to that end.  Should a force  majeure  event  relied upon by a
        party  materially  impact the other party's  rights under this Agreement
        for a period of more than one hundred eighty (180) days,  then the other
        party may terminate  this Agreement upon ten (10) days written notice to
        the non-performing party.

11. MISCELLANEOUS

11.1    GOVERNING  LAW.  This  Agreement  shall be governed and  interpreted  in
        accordance with the laws of the State of New York,  except to the extent
        that New York  conflict of laws rules would require the  application  of
        the law of another state or country.

11.2    JURISDICTION.  Any action  arising  out of or related to this  Agreement
        shall be  litigated  in, and only in, one of the federal or state courts
        located in the City of New York, State of New York.

11.3    SERVICE OF PROCESS.  Each party  agrees  that  service of process may be
        made upon it at the address set forth in ss.11.6.

11.4    EXPORT  RESTRICTIONS.  Any  know-how,  technology  or  documents  to  be
        transferred  hereunder  shall  not be  exported  by  Reseller  except in
        compliance with applicable United States governmental regulations.

11.5    RELATIONSHIP  OF THE  PARTIES.  This  Agreement  does not  constitute  a
        partnership  agreement,  nor does it  create a joint  venture  or agency
        relationship  between the parties.  Neither  party shall hold itself out
        contrary to the terms of this ss.11.5.  Neither party shall be liable to
        any third party for the representations,  acts or omissions of the other
        party.

11.6    NOTICES. Unless otherwise expressly provided for, all notices, requests,
        demands,  consents or other  communications  required or permitted under
        this  Agreement  must be in writing and must be delivered  personally or
        sent by certified or registered mail (postage prepaid and return receipt
        requested)  or by a  nationally  recognized  courier  using its tracking
        system,  to the other  party at the  address  set forth below (or to any
        other address given by either party to the other party in writing):

        if to Applied DNA, addressed to:        if to Reseller, addressed to:

        Applied DNA Sciences, Inc.
        25 Health Sciences Dr. Suite 113
        Stony Brook, NY 11790
        Facsimile: (631) 444-8848               Facsimile:
        Attention: Kurt Jensen                  Attention:



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 6 OF 8

<PAGE>
                                                                    Confidential


        In the case of mailing,  the  effective  date of delivery of any notice,
        demand or consent  shall be  considered to be ten (10) days after proper
        mailing.  In the case of courier,  the effective date of delivery of any
        notice,  demand or consent shall be upon actual delivery as confirmed by
        the courier's tracking system.

11.7    WAIVER AND  AMENDMENT.  No waiver,  amendment  or  modification  of this
        Agreement  shall be effective  unless it is in writing and signed by the
        party against whom the waiver, amendment or modification is sought to be
        enforced.  No failure or delay by either party in exercising  any right,
        power or remedy under this  Agreement  shall  operate as a waiver of the
        right,  power or remedy. No waiver of any term,  condition or default of
        this  Agreement  shall be  construed  as a  waiver  of any  other  term,
        condition or default.

11.8    SEVERABILITY.  If any  provision of this  Agreement is finally held by a
        court of competent jurisdiction to be unlawful, the remaining provisions
        of this  Agreement  shall  remain in full force and effect,  unless as a
        result  of such  unlawful  provision  there  is a  material  failure  of
        consideration  as to a party and such party is  unwilling  to waive such
        failure.

11.9    ASSIGNMENT.  Neither this  Agreement  nor any right (except as otherwise
        stated in Section 2) or obligation  under this Agreement may be assigned
        by either party without the prior written consent of the other party.

11.10   HEADINGS.  The section and  paragraph  headings  of this  Agreement  are
        intended as a convenience only, and shall not affect the  interpretation
        of its provisions.

11.11   SECTION  REFERENCES.   Unless  the  context  otherwise   requires,   all
        references to a particular  section will be a reference to that section,
        in or to this Agreement, as it may be amended from time to time pursuant
        to this Agreement.

11.12   CONSTRUCTION.  Both  parties have  participated  in the drafting of this
        Agreement,  which  Agreement is the result of  negotiations  between the
        parties. The rule of "construction  against the draftsman" shall have no
        applicability to the interpretation or construction of the provisions of
        this  Agreement  and no provision of this  Agreement  shall be construed
        against either party as the drafter.

11.13   SINGULAR AND PLURAL TERMS. Where the context of this Agreement requires,
        singular  terms shall be  considered  plural,  and plural terms shall be
        considered singular.

11.14   CURRENCY.   All  references  in  this  Agreement  to  dollars  are  U.S.
        denominated currency.

11.15   ENTIRE  AGREEMENT.  This  Agreement  constitutes  the complete and final
        agreement and  understanding  between the parties,  and  supersedes  and
        replaces  all prior  negotiations  and  agreements  between  the parties
        concerning its subject matter.  The interpretation of this Agreement may
        not  be  explained  or   supplemented   by  any  course  of  dealing  or
        performance, or by usage of trade.



                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 7 OF 8

<PAGE>
                                                                    Confidential


11.16   EXECUTION  REQUIRED.  This Agreement shall not be binding against either
        party until it is executed by both parties.

11.17   COUNTERPARTS.  This Agreement may be executed in  counterparts,  each of
        which  when so  executed  will be an  original,  and both of which  will
        constitute one and the same  instrument.  Complete sets of  counterparts
        will be distributed to each party.

11.18   COSTS.  Each  party  will bear its own  costs,  fees and other  expenses
        (including legal fees,  costs and expenses)  incurred in the preparation
        and execution of this Agreement.  Each party to this Agreement shall, at
        its own expense except as otherwise expressly provided herein,  furnish,
        execute and deliver all documents and take all actions as may reasonably
        be required to effect the terms and purposes of this Agreement.

11.19   REMEDIES  CUMULATIVE.  Unless stated  otherwise in this  Agreement,  the
        rights and remedies of the parties under this  Agreement are  cumulative
        and not exclusive of any rights or remedies provided herein or by law.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their duly authorized representatives.


APPLIED DNA SCIENCES, INC.               RESELLER:HPT International LLC

By (sign)                                By (sign):

/s/ Kurt Jensen                          /s/ Israel Sar-El
- -----------------------------            -----------------------------
Printed name: Kurt Jensen                Printed name: Israel Sar-El
Title: Comptroller                       Title: C.E.O.
Date: 3/16/07                            Date: 3/19/07
     -------------                            -------------






















                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                     PAGE 8 OF 8

<PAGE>
                                                                    Confidential


                                   SCHEDULE A

                                RESELLER PRODUCTS

Reseller may use the  SigNature DNA Markers in the following of its products for
distribution to its customers:

Holograms,  Nylon 6 tags,  other  plastic  or  metal  food  tags  and any  other
identification material mutually agreed upon by the parties.


































                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                      SCHEDULE A

<PAGE>
                                                                    Confidential



                                   SCHEDULE B

                                  FEE SCHEDULE

Reseller shall pay Applied DNA the following fees:

1. AMOUNT.  In respect of all Reseller Products having the SigNature DNA Markers
fixed to them that are distributed to third parties,  Reseller shall pay Applied
DNA $[*] per Reseller  Product  incorporating  SigNature DNA  Marker(s)  that is
distributed to a third party.

2. Second level forensic  authentication (Real Time PCR) will be provided at our
Stony  Brook Lab at a cost to Reseller  of $[*] per test.  Third level  forensic
authentication test (CE Sequencing) will be provided at our Stony Brook Lab at a
cost to Reseller of $[*] per test.

3. PAYMENT TERMS.  Reseller  shall  calculate the fees due to Applied DNA at the
end of each  calendar  month,  and shall pay to Applied DNA all such fees within
ten (10) days following the last day of such calendar month, providing with that
payment an accounting report itemizing all products distributed and to whom they
were distributed.
























                                                   TECHNOLOGY RESELLER AGREEMENT
                                                                      SCHEDULE B
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e65927_ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                    Exhibit 99.1


                          [Applied DNA Sciences - LOGO]

        -----------------------------------------------------------------


 APPLIED DNA SCIENCES ENTERS KOSHER FOOD AUTHENTICATION MARKET WITH HPT
                                  INTERNATIONAL


STONY BROOK, N.Y., March 23, 2007 /Business Wirel/ -- Applied DNA Sciences, Inc.
(OTC Bulletin Board: APDN - News), a DNA security solutions company, today
announced that it has entered into an agreement with HPT International, LLC
(HPT), a food authentication solutions company, under which HPT will become a
reseller of APDN's SigNature DNA Markers. HPT and Meyhen International
Corporation (Meyhen) have recently created a joint venture to provide labels for
kosher and non-kosher foods worldwide. Meyhen provides poultry processing
automation solutions to poultry markets globally. In the U.S. alone, an average
of nine billion chickens are processed annually.

Under the terms of this agreement, APDN agreed to supply its SigNature(TM) DNA
Markers to HPT to be embedded onto HPT holograms, Nylon 6 tags and
other plastic or metal food tags. HPT has been granted exclusive rights to affix
and distribute SigNature DNA Markers on such products to its customers in the
United States in the poultry and kosher food markets, and non-exclusive rights
to affix and distribute them on such products throughout the world. HPT's
exclusive rights in the U.S. poultry and kosher foods markets are dependent upon
HPT reaching specific sales goals.

We believe counterfeiting and tampering are major issues for the food industry
today and are becoming more problematic all the time. Advances in printing
technology make it easier and less expensive to mimic labels and packaging for
counterfeit branded foods. Global concerns about bioterrorism and food-based
disease transmission appear to have enhanced the consumer's appreciation for
label authenticity. In response, companies are turning to new security platforms
and intelligent labeling to provide consumers and customers a way to check for
authenticity at different points throughout the supply chain.

"We believe that our holograms and other food tags embedded with SigNature(TM)
DNA Markers will provide a significant deterrent against counterfeiting and will
allow for a forensic level of authentication," stated Israel Sar-El, CEO of HPT
International. "This will offer retailers and consumers increased confidence in
the quality and safety of the goods they are purchasing."

Dr. James A. Hayward, CEO of Applied DNA Sciences added, "This is an excellent
example of how our SigNature(TM) DNA Markers can be integrated with existing
security solutions such as holograms to provide a secure, accurate and cost
effective means to quickly and reliably authenticate and identify products. We
regard the protection of consumer health via the authentication of foods,
personal care items and pharmaceuticals as one of our highest priorities."

<PAGE>

ABOUT HPT INTERNATIONAL, INC.

HPT International is an innovative provider of complete food authentication
labeling solutions, combining cutting edge labeling technology with automation
solutions covering the gamut of labeling requirements. HPT is a privately held,
privately funded corporation previously headquartered in Israel. HPT has
recently relocated its headquarters and primary operations to the USA as HPT
International, based on a strategic partnership recently established providing
penetration of the North American market.


ABOUT APPLIED DNA SCIENCES, INC.

Applied DNA Sciences, Inc. provides botanical DNA encryption, embedment and
authentication solutions that can help protect companies, governments and
consumers from counterfeiting, fraud, piracy, product diversion, identity theft
and unauthorized intrusion into physical locations and databases. APDN's common
stock is listed on the Over-The-Counter Bulletin Board under the symbol "APDN".

The statements made by APDN may be forward-looking in nature and are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements describe APDN's future plans,
projections, strategies and expectations, and are based on assumptions and
involve a number of risks and uncertainties, many of which are beyond the
control of APDN. Actual results could differ materially from those projected due
to our short operating history, limited market acceptance, market competition
and various other factors detailed from time to time in APDN's SEC reports and
filings, including our Annual Report on Form 10-KSB, filed on January 16, 2007
and our subsequent quarterly report on Form 10-QSB. APDN undertakes no
obligation to update publicly any forward-looking statements to reflect new
information, events or circumstances after the date hereof to reflect the
occurrence of unanticipated events.

SOURCE Applied DNA Sciences, Inc.

- -0-03/23/2007
/CONTACT: Debbie Bailey, 631-444-8090, fax: 631-444-8848/
/FCMN Contact: info@adnas.com /
/Web site: http://WWW.ADNAS.COM /

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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