Exhibit 10.1
Millennium Biotechnologies, Inc.
Millennium Biotechnologies Group, Inc.
000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Xx. Xxxxx X. Xxxx June 11, 2003
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xx. Xxxx:
This letter will memorialize the agreement (the "Agreement") we have
entered into pursuant to which you will be serving as the Chairman of the
Medical Advisory Board to Millennium Biotechnologies, Inc. (the "Company")
beginning on June 11, 2003 (the "commencement date"). We have agreed that the
services provided herein shall continue for a period of three years from the
commencement date unless further extended by mutual written consent.
1. Duties. You shall, at the request of the Company, upon reasonable notice,
render the following services:
(i) Serve as the Chairman of the Medical Advisory Board of the Company
(ii) Assist the Company in Lobbying both the New York State Medicaid
Program and the New York State AIDS Drug Assistance Program to
include both Resurgex(R) and ResurgexPlus(TM) as products listed on
their respective formularies for reimbursement in the State of New
York.
(iii) Assist in the promotion and development of a nutritional sports
drink, and a nutritional supplement for osteoperosis
(iv) Assist in introducing both Resurgex(R) and ResurgexPlus(TM) to
Article 28 clinics in New York that will reimburse for both
products.
2. Compensation. As compensation for the services which will be rendered by you
on behalf of the Company with regard to the duties outlined above the Company's
parent , Millennium Biotechnologies Group, Inc. ("Millennium Group") shall issue
to you 1,200,000 shares of common stock for the first year of the agreement.
Compensation for year 2 of the agreement will be based on the increase in market
cap of Millennium Group. If the market cap of Millennium Group increases by 100%
in year 2 or reaches $12 million by the end of year 2 then 600,000 shares of
common stock in Millennium Group will be issued to you as compensation for year
2. If the market cap of Millennium Group increases by 100% in year 3 or reaches
$24 million by the end of year 3 then 600,000 shares of common stock in
Millennium Group will be issued to you as compensation for year 3. The shares
issued as compensation in year one will be included in an S-8 registration. The
shares to be issued in years two and three will bear the following restrictive
legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT
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ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL
TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION,
THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF
THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES
LAW.
3. Confidentiality. Except in the course of the performance of your duties
hereunder, you agree not to disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a result of your
services to the Company unless and until such information become generally known
or unless compelled to do so pursuant to subpoena or court order.
4. Assignment. The Agreement shall not be assignable by either party
hereto for any reason whatsoever without the prior written consent of the other
party, which consent may be arbitrarily withheld by the party whose consent is
required.
5. Governing Law; Submission to Jurisdiction. This Agreement shall be
deemed to be a contract made under the laws of the State of New Jersey and for
all purposes shall be construed in accordance with the laws of said State. The
Company and Consultant hereby irrevocably and unconditionally consent to submit
to the exclusive jurisdiction of the courts of the State of New Jersey and of
the United States of America located in the State of New Jersey, for any
actions, suits or proceedings arising out of or relating to this letter and the
transactions contemplated hereby (and agree not to commence any actions, suite
or proceeding relating thereto except in such courts), and further agree that
service of process for any a action, suit or proceeding brought against either
party hereto, in any such court. Each of us also hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this letter or the transactions contemplated
hereby, in the courts of the State of New Jersey or the United States of America
located in the State of New Jersey, and hereby further irrevocably and
unconditionally waive, and agree not to plead a claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.
7. Miscellaneous. This letter (a) incorporates the entire understanding of
the parties with respect to the subject matter hereof and supersedes all
previous agreements should they exist with respect thereto, whether written or
oral, (b) may not be amended, modified or waived except in a writing executed by
each of us and or our respective successors and assigns. This letter may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original for all purposes, but all such counterparts together
shall constitute but one and the same instrument. Delivery of an executed
counterpart of this letter by facsimile shall be equally effective as delivery
of an executed original counterpart of this letter.
Please confirm that the foregoing is in accordance with your understanding
and agreement by signing and returning to us a copy of this letter, which shall
become our binding agreement upon our receipt.
Very truly yours,
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Millennium Biotechnologies, Inc.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: President
Millennium Biotechnologies Group, Inc.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: President and CEO
AGREED AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN:
/s/ Xxxxx X. Xxxx
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Xx. Xxxxx X. Xxxx
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