Prof. Dr. med. Oliver Wiedow Forstweg 55 D-24105 Kiel
EXHIBIT 10.22
Prof. Dr. med. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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D-24105 Kiel
Germany
Kiel, on June 10th, 2014
Proteo, Inc.
Att: Chief Executive Officer
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Irvine, CA 92612
USA
| Re: | Elafin License Agreement |
Dear ▇▇. ▇▇▇▇▇▇▇▇,
This is to confirm certain agreements and understandings reached between me and Proteo, Inc. in May 2014 based on the following background:
Pursuant to the provisions of the license agreement between Proteo, Inc. (hereinafter “Licensee“) and myself (hereinafter “Licensor“; Licensee and Licensor collectively the “Parties”) dated December 30th, 2000 as amended on December 23rd, 2008 (hereinafter the “License Agreement“), Licensee promised to pay an aggregate amount of 660,000 Euros in certain installments to Licensor. In December 2007, December 2008 and February 2012, Licensee paid to Licensor 30,000 Euros per year and no other payments were made under the License Agreement to Licensor as of June 10th, 2014. In December 2012, Licensor agreed in writing to waive the non-payment defaults and agreed to defer the due dates of the payments for the outstanding balance of 570,000 Euro with installments due on April 15, 2015 (330,000 €), on December 31, 2015 (120,000 €) and on December 31, 2016 (120,000 €).
I herewith confirm that based on the foregoing we have agreed on the following in May 2014:
| 1. | The Parties herewith agree that Licensor defers to April 30, 2018 the installments payable by Licensee in the total amount of 570,000 Euros, which otherwise would be due on April 15, 2015 (330,000 €), on December 31, 2015 (120,000 €) and on December 31, 2016 (120,000 €) (hereinafter the “Deferral”). |
| 2. | In the event that the Company's financial condition improves, the Parties would endeavor to enter in good faith negotiations to accelerate the payments. |
| 3. | Neither the Deferral under Section 1 hereof nor the willingness to negotiate accelerated payments as provided for in Section 2 hereof, would constitute a waiver of or estoppel to Licensor‘s rights to already existing or future payment obligations under the License Agreement. |
Please confirm by respective countersignature that you are in agreement with this letter and with this confirmation of our agreement from May 2014.
Kind regards,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Prof. Dr. med. ▇▇▇▇▇▇ ▇▇▇▇▇▇
We agree to the foregoing
Proteo, Inc., on June 13th , 2014
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Executive Officer