Exhibit 10.1
LETTER OF AGREEMENT
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Between Immune Network Research Ltd (IMM) and Meditech Pharmaceuticals Inc.(MPI)
1. MPI will xxxxx XXX an irrevocable option to obtain an exclusive
License to make, have made, promote, sell, and distribute Viraplex and
MTCH-24, and any derivatives or formulations of Viraplex and MTCH-24,
under the following terms:
a) The region of the license will be worldwide, excluding the United
States of America.
b) The term of the option will be one (1) year from the date of this
letter of agreement.
c) IMM will pay MPI a license fee of US $100,000 upon exercise of the
option and execution of a superceding license agreement, to be
negotiated in good faith upon exercise of the option.
d) Under a superceding license agreement IMM will pay MPI a royalty
on net sales of 7% for MTCH-24, or any derivatives or formulations
of MTCH-24, and 4% for Viraplex, or any derivatives or
formulations of Viraplex.
2. MPI will xxxxx XXX an irrevocable option, for a term of one (1) year,
to purchase 10 million shares of MPI common stock at an exercise price
of US$0.03. Effective upon the exercise by IMM of this option, IMM is
granted two demand reqistration rights, the cost of registration to be
borne by IMM and unlimited "piggy-back" and S-3 registration rights,
subject to usual and customary terms and conditions for venture
capital transactions. A more detailed description of the terms and
conditions of the registration rights granted hereunder shall be set
forth in a superceding registration rights agreement to be negotiated
by the parties no later than the earlier to occur of the execution of
the snperceding license agreement referenced in section 1(d) or one
month from the exercise by IMM of the option granted in this section
2. However, in the event that a superceding registration rights
agreement is not executed by the parties for any reason, this
agreement shall be enforceable in accordance with its terms.
3. IMM will pay MPI US$25,000 within 2 business days of IMM's receipt
from the Canadian Venture Exchange of its written acceptance of the
filing of this agreement.
4. IMM will initiate R&D activities on Viraplex and MTCH-24, with
expenditures of no less than US $20,000, subject to termination under
paragraph 6. All data from IMM's R&D activities will be provided to
MPI.
5. MPI will provide any pre-clinical and clinical data in their
possession or under their control for Viraplex and MTCH-24.
6. IMM may terminate this agreement at any time, in which case IMM will
not retain any rights on the intellectual property of the MPI.
7. This agreement is subject to regulatory approval for IMM and Board
approval for both parties.
8. The parties will issue a joint announcement of this agreement.
9. MPI will, promptly upon execution of this agreement, nominate IMM's
president to MPI's hoard of
directors.
IN WITNESS of their understanding, agreement and consent, the parties have
signed this binding agreement Arizona as of the 3 day of February, 2000.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xx. Xxxxx Xxxx
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Xxxxxx X. Xxxx Xx. Xxxxx Xxxx
President &CEO President
MEDITECH PHARMACEUTICALS, INC. IMMUNE NETWORK RESEARCH LTD.
