RESEARCH FUNDING AGREEMENT
THIS AGREEMENT effective as of March 1, 1997, by and between Xxxxxxxxx X.
Xxxxxxxxx, M.D. Ph.D (hereinafter "SRB") having his principal place of business
at 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx and the Xxxxxxxxx Research Institute,
Inc., a Delaware Corporation ("BRI") having its principal place of business at
00000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx hereby agree as follows:
W I T N E S S E T H :
WHEREAS SRB is the inventor and original patent holder of certain drug
products known as "antineoplastons"; and
WHEREAS SRB has previously licensed some of these patents to BRI, which
license covers the United States, Canada and Mexico; and
WHEREAS BRI now owns the right to exploit "antineoplastons" for the
treatment of cancer in the United States, Canada and Mexico; and
WHEREAS none of these drug formulations are currently approved for
interstate marketing by the U.S. Food and Drug Administration, ("FDA") but SRB
is currently the principal investigator of approximately 74 FDA approved
clinical trials, the purpose of which clinical trials is to obtain said FDA
approval; and
WHEREAS it is mutually advantageous that basic science research continue to
develop, refine and improve antineoplastons; and
WHEREAS BRI is willing to undertake such research but does not currently
have sufficient funds to conduct the research; and
WHEREAS SRB is willing to fund such research until a permanent source of
financing is
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obtained.
NOW THEREFORE the parties agree as follows:
1. BRI to Undertake Research:
BRI agrees to undertake all scientific research in connection with the
development of new or improved antineoplastons for the treatment of cancer
and other diseases. BRI will hire such personnel as is required to fulfill
its obligations under this agreement.
2. SRB to Fund Research:
a. Funding Commitment:
(i) Basic Research costs:
SRB agrees to fund in its entirety all basic research which
BRI undertakes in connection with the development of other
antineoplastons or refinements to existing antineoplastons for
the treatment of cancer and other diseases.
(ii) FDA related costs:
As FDA approval of antineoplastons will benefit both
parties, SRB agrees to pay the expenses for the clinical trials
department of BRI.
(iii) Research and lab space
SRB agrees to provide BRI such laboratory and research space
as BRI needs at the Trinity Drive facility in Stafford Texas, and
such office space as is necessary in Trinity Drive and at the
00000 Xxxxxxxx Xxxxxx facility, at no charge to BRI.
(iv) SRB may fulfill its obligations in part by providing such
administrative staff as is necessary for BRI to manage its business,
at no cost to BRI.
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b. Budget and payment of expenses:
Attached to this Agreement as Exhibit "A" is a monthly and annual
budget of expenses for the operation of BRI. SRB agrees to pay the
full amount of such budget, together with such other unanticipated but
necessary expenses which BRI incurs. Payments from SRB to BRI of the
monthly budget shall be made in two equal installments on the first
and fifteenth of each month.
4. Ownership of Future Patents:
In the event the research described herein results in the
approval of any additional patents, SRB shall own all such patents,
but shall license to BRI the patents based on the same terms,
conditions and limitations as is in the current license between the
parties.
5. SRB's Use of BRI Equipment:
SRB shall have unlimited and free access to all equipment which
BRI owns, so long as such use is not in conflict with BRI's use of
such equipment, including without limitation all equipment used in the
manufacturing of antineoplastons used in the clinical trials.
6. Reductions of Payments and Setoffs:
The amounts which SRB is obligated to pay under this Agreement
shall be reduced dollar for dollar by:
a. Any income which BRI receives for services provided to
other companies for research and/or development of other
products, less such identifiable marginal or additional expenses
necessary to produce such income (such as the purchase of
chemicals, products or equipment solely necessary to engage in
such other research and development activity).
b. the net proceeds of any stock offering or private
placement which BRI receives during the term of this Agreement,
up to a maximum of $1,000,000 in a given BRI fiscal year
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7. Term of Agreement:
The initial term of this Agreement shall be one year. This
Agreement shall be automatically renewable for three additional one
year terms, unless one party notifies the other party at least ninety
days prior to the expiration of the term of the Agreement of its
intention not to renew this Agreement.
8. Automatic Termination:
This Agreement shall automatically terminate in the event that
SRB owns less than fifty percent of the outstanding shares of BRI, or
is removed as President and or Chairman of the Board of BRI, unless
SRB notifies BRI in writing of his intention to continue this
Agreement notwithstanding this automatic termination provision.
9. Termination of Prior Agreement:
This Agreement is intended to supercede and replace an agreement
between the parties evidenced by a resolution of BRI's Board of
Directors dated January 23, 1992. As of the effective date of this
Agreement, the agreement evidenced by such Board Resolution is hereby
terminated.
IN WITNESS WHEREOF the parties have executed this Agreement.
/s/ XXXXXXXXX X. XXXXXXXXX
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XX. XXXXXXXXX X. XXXXXXXXX
THE XXXXXXXXX RESEARCH INSTITUTE, INC.
By:/s/ XXXXXXXXX X. XXXXXXXXX
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XXXXXXXXX X. XXXXXXXXX, PRESIDENT
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