EXHIBIT 10.5
AGREEMENT WITH RETIRED PERSONS SERVICES, INC.
[LETTERHEAD]
October 7, 1997
Vyrex Corporation
0000 Xxxxxxx xx xx Xxxxx
Xx Xxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxx Xxxxxxx, Ph.D., M.D.
Re: MEMORANDUM OF UNDERSTANDING
Dear Xxxxxx:
As consideration for the terms and conditions set forth below, Retired
Persons Services, Inc. (hereinafter "RPS") is prepared to advance to Vyrex
Corporation (hereinafter "Vyrex") the sum of one hundred thousand dollars
($100,000.00) within sixty (60) days of the date of execution of this
Memorandum of Understanding ("Memorandum"):
1. Within 120 days after completion of a fully approved production
batch, but in no event later than 12 months thereafter, Vyrex (or any
subsidiary thereof) shall deliver to RPS $100,000.00 worth of the
following Vyrex nonprescription dietary supplement products: Heart
Health/Cholesterol Complex, and Vitality Complex, Bone/joint Health
Complex, Prostate Health Complex, and Vitality Complex. Pricing of said
products shall be mutually agreed upon within 120 days hereof or as
this time may be extended by RPS in its discretion.
2. RPS shall have category distribution rights for the formulas set
forth above for a period of five years from the date hereof. For
purposes of this Memorandum, "category distribution rights" shall
mean the exclusive right to market the designated formulas within the
United States. Vyrex shall not directly sell or grant any third party
the right to sell any of the formulas designated above in the United
States for five years.
3. RPS shall have a first right of refusal to acquire category
distribution rights to new nonprescription nutritional supplement
product formulations, excluding for example foods, as they are
developed by Vyrex, or any subsidiaries thereof.
Vyrex Corporation
Memorandum of Understanding
Page 2
4. Vyrex will execute RPS' standard form Indemnity and Continuing
Guaranty copies of which are attached hereto.
5. Vyrex may not use or cause to be used the RPS name or acronym or the
name AARP Pharmacy Service or the name or acronym of AARP or disclose
the existence of this Memorandum without the express advance written
approval of RPS.
6. RPS, in its discretion, may file notices of lien or financing
statements demonstrating its rights to the inventory referenced in
Paragraph 1 above, and Vyrex will cooperate with RPS in effectuating
such filings.
Vyrex will return the $100,000.00 sum set forth above within thirty (30) days
upon request from RPS if: (i) the terms of Paragraph 1 above are not
satisfied within the time frame set forth therein or (ii) prior to the
delivery of the products, as set forth in Paragraph 1 above, Xx. Xxxxxxx is
no longer active in Vyrex business. Upon return of these funds, RPS will
cancel any notice of lien and/or financing statement it may have filed and
the parties shall no longer be bound by any term contained herein.
The confidentiality agreement executed by the parties continues in effect in
accordance with its terms.
Agreed and Accepted: Agreed and Accepted:
VYREX CORPORATION RETIRED PERSONS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx, Ph.D., M.D. Xxxxx X. Xxxx
Chairman and Chief Executive Officer President
Date: 10/24/97 Date:
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