EXHIBIT 10.20
AGREEMENT WITH MEDICAL MARKETING NETWORK, INC.
AGREEMENT
This Agreement is made and entered into this 14th day of September,
1998, by and between CRYO-CELL International, Inc., (hereafter CCEL) with its
principal business address at 3165 XxXxxxxx Xxxxx Road, Bldg. 5, Xxxxxxxxxx,
Xxxxxxx 00000 and Xxxxx Xxxxxx, individually, and Medical Marketing Network,
Inc., (hereafter MMN) with its principal business address at 0000 Xxxxxxx Xx.,
Xxxxxxxxx, XX 00000.
The parties desire to enter into this Agreement for mutual
consideration, the receipt of which is hereby acknowledged, and agree to the
following:
XXXXX XXXXXX AGREES TO:
/bullet/ Use MMN, a New York corporation wholly owned by Xxxxx Xxxxxx, to
promote CRYO-CELL's cord blood storage program to OB/GYNs. MMN will
enter into distribution contracts with Steve's existing and
potential new independent contractors who call on these physicians.
The majority of said distribution contracts will be in place within
60 days after CRYO-CELL's acquisition of MMN. Contracts will be 2-3
years and include non-compete provisions.
/bullet/ Optimize the distribution network to penetrate the approved target
markets o Serve as the liaison between CCEL and the independent
contractors and motivate them.
/bullet/ Design and implement a quota system that meet the objectives set.
Give direction on sales strategies consistent with CRYO-CELL's
objectives.
/bullet/ Monitor the results. A tracking system will be designed and
implemented to ensure that the proper credit is given to the
contractors commensurate with their selling results. This system
will be developed jointly by CRYO-CELL and Xxxxx Xxxxxx.
/bullet/ Sign the five year contract with CCEL as outlined below.
CCEL AGREES TO:
/bullet/ Purchase 100 % of the shares of MMN for 200,000 shares of CCEL
common stock (adjusted for stock splits) subject to the provisions
set below. The transaction will be a stock for stock purchase. The
assets of the company are Steve's sales management abilities and the
contracts with the distribution network. At the time of purchase,
MMN shall be unencumbered with any liabilities or potential
liabilities. The payment schedule for the acquisition is as follows:
1. 10,000 shares CCEL will be delivered after execution of this
Agreement as a down payment;
2. 40,000 shares CCEL will be held in escrow for approximately
60 days until the majority of the distribution contracts are
signed and the program begins to be implemented.
3. 50,000 shares CCEL (adjusted for stock splits) will be
delivered, as follows:
Year 1 anniversary of this agreement: 10,000 shares
Year 2 anniversary of this agreement: 15,000 shares
Year 3 anniversary of this agreement: 25,000 shares
4. Based on the performance of the independent contractor
network, 100,000 shares CCEL (adjusted for stock splits)
could be earned at the end of the initial three year period
following the execution of this agreement. The paid customer
enrollment goal for the independent contractor network is to
enroll 45,000 clients in year 3 (25-36 months after the
execution of this agreement). The remaining 100,000 shares
will be prorated above or below based on the actual
enrollment vs. the 45,000 enrollment goal (ex., if actual
enrollment is 30,000 cords in year 3--67,000 shares would be
earned).
/bullet/ Provide Xxxxx Xxxxxx with a five year contract (subject to
performance) to manage this independent contractor network. Steve's
contract will include a non-compete provision that will be in effect
for two years after any contract termination. Xxxxx will not be paid
a salary or other benefits for serving as President of MMN or Vice
President, National Sales for CCEL.
/bullet/ Designate the markets that Xxxxx can market in. Initially, the
following are excluded: Rhode Island; Massachusetts; New Jersey;
Florida; Washington DC area; Illinois; Birmingham, AL; and all East
Region Xxxxx Hospitals.
/bullet/ Provide an independent contractor entitlement of $25 for each client
enrolled and paid as a result of their efforts. Independent
contractors will be required to sign appropriate documentation
providing for this status. This entitlement will be tracked by
CRYO-CELL and distributed monthly.
/bullet/ Provide sales and educational materials to be distributed to OB/GYN
offices. Continue to implement marketing programs to complement the
contractors' efforts.
/bullet/ Provide a pool of 150,000 options to purchase CCEL common stock.
These options can be used as incentives, at Steve's discretion (and
at the approval of CRYO-CELL management), for the distribution
network. The option exercise price will be the market price of the
stock at the time of issuance of the option.
/bullet/ Reimburse Xxxxx Xxxxxx for travel/lodging to CRYO-CELL headquarters.
All other expenses incurred by Xxxxx Xxxxxx to manage/supervise
network are not reimbursable unless mutually agreed upon in advance.
IN WITNESS WHEREOF, the parties by their respective duly authorized
representatives have executed this Agreement. This Agreement cannot be changed
without mutual written consent.
CRYO-CELL International, Inc. Medical Marketing Network, Inc.
By: /s/ XXXXXX X. XXXXXXX /s/ XXXXX XXXXXX
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Xxxxxx X. Xxxxxxx, C.E.O. Xxxxx Xxxxxx, President
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, individually