LETTER OF INTENT
EXHIBIT
10.2
This
Letter of Intent is effective this 1st day of February, 2006, by and
between Englehard
Long Island Inc. with
a
registered office at 00 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000
(“Licensee”)
and
Quick
Med Technologies, Inc.,
with a
registered office at 0000 XX 00xx Xxx, Xxxxxxxxxxx, Xxxxxxx 00000 (“Licensor”),
relating to the possible licensing of Licensor’s proprietary matrix
metalloproteinase inhibitor referred to as Ilomastat and defined as the
“Licensed Compound” on Appendix
A
attached
hereto (the “Term
Sheet”).
Certain capitalized terms not defined herein shall have the meanings ascribed
to
them in the Term Sheet.
| 1. |
Reference
is hereby made to the Master Agreement between Licensor and Licensee,
as
successor in interest to the Collaborative Group, Inc. dated as of
August
15, 2002 (the “Master
Agreement”)
and the Product Development and Distribution Agreement for Ilomostat
as
Formulated for Specific Personal Care Products (the “Development
Agreement”).
|
| 2. |
Promptly
upon execution of this Letter of Intent, the parties will negotiate
in
good faith to execute a definitive agreement for the license of the
Licensed Compound as outlined on the Term Sheet, which definitive
agreement if mutually agreed shall supersede all previous and existing
agreements, whether oral or written, between the parties, including
the
Master Agreement and the Development Agreement. The parties shall
negotiate with the goal of executing the definitive agreement on
or before
April 28, 2006. If the parties do not execute a definitive agreement
on or
before the foregoing date, this Letter of Intent shall be terminated
(except that Section 5 shall survive termination).
|
| 3. |
It
is understood and agreed that preparation of the definitive agreement
will
require detailed discussions and understandings between the parties
as to
the matters set forth on the Term Sheet and various additional matters
related thereto. Notwithstanding the requirement for additional
discussion, the parties wish that certain elements in the Term Sheet
be
reflected during the term of this Letter of Intent. Accordingly,
from the
period of February 1, 2006 to April 28, 2006 (or until such earlier
date
as a definitive agreement is signed) (the “Negotiation Period”), Licensee
and Licensor agree the Master Agreement shall be amended to include
the
following terms, mutatis
mutandis:
|
| a. |
During
the Negotiation Period, the Field of Use as set forth in the Master
Agreement shall be amended to be the Field of Use as set forth in
the Term
Sheet, that is an exclusive license in the field of over-the-counter
Anti-Aging Cosmetics (as defined therein) and a nonexclusive license
for
the field of over-the-counter acne treatments and skin moisturizers
in the
cosmetics market;
|
| b. |
For
the Negotiation Period, the royalties due shall be as follows: Licensee
shall pay Licensor monthly royalties due on its sales of the Licensed
Compound (including Actives, as defined in the Term Sheet) as set
forth in
the Section entitled “Royalties” set forth in the Term Sheet, including,
without limitation, the monthly minimum royalties due for Year 1
on a
monthly basis regardless of actual royalties. Any such royalties
paid
during the Negotiation Period shall, upon execution of a definitive
agreement between the parties before the end of the Negotiation Period
or
any extension thereof, be applied toward the minimum aggregate royalty
due
for Year 1/Year 2, as set forth in the Term Sheet. All royalty payments
will be received by Licensor monthly in arrears in accordance with
current
practice which is on or before the last business days of the month
following the month in which royalties are
earned.
|
| 4. |
It
is understood and agreed that as long as the parties negotiate in
good
faith to execute a definitive agreement on or before April 28, 2006,
and
provided further that from the period of February 1, 2006 to April
28,
2006, or the date of execution of the definitive agreement, whichever
occurs sooner, the Licensee pays to the Licensor monthly royalties
on its
sales of the Licensed Compound as set forth in in Paragraph 3 above,
the
termination date set forth in Sections 4 and 5 of the Tolling Agreement
between the parties, dated October 20, 2005, shall be extended to
April
28, 2006 at 5:00 p.m (which means that the Licensee’s rights to make, use
and sell the Licensed Compound pursuant to the terms and conditions
of the
Master Agreement and Development Agreement thereof as modified by
Sections
3(a) and (c) above shall continue through April 28, 2006.)
Notwithstanding, such limited license rights, the parties each reserve,
retain, and do not waive, all rights, remedies, claims and defenses
under
the Master Agreement and the Development Agreement, as such existed
on or
before the date hereof.
|
| 5. |
Except
as set forth in Sections 2, 3, 4, 6 and 7 herein, neither party will
be
obliged to proceed with the matters described in the Term Sheet until
a
definitive agreement is mutually agreed to and signed. Except for
such
Sections, which are binding obligations of the parties, this Letter
of
Intent is merely a nonbinding expression of intent and will not bind
either party.
|
| 6. |
Neither
party will during the term hereof or for three years thereafter make
any
public disclosure of, or statement concerning this Letter of Intent
without prior written consent of the other party except as required
by
law, regulations and rules.
|
| 7. |
This
Letter of Intent shall be construed in accordance with, and governed
by,
the laws of the State of Florida and applicable U.S. federal law,
without
giving effect to the conflict of laws provisions thereof, and may
not be
amended or modified except by a writing duly executed by the parties
hereto. Neither party shall assign this Letter of Intent without
the prior
written consent of the other.
|
WITNESS
the execution hereof as an instrument under seal as of the date first written
above.
QUICK-MED
TECHNOLOGIES, INC.
By:
/s/
Xxxxx Lerner__________________
Name:
_David
Lerner_________________
Title:
_President_____________________
ENGELHARD
LONG ISLAND, INC.
By:
/s/
Xxxxx Freiler___________________
Name:
_Frank
Xxxxxxx ________________
Title:
_General
Manager________________
