LETTER OF AGREEMENT
THIS AGREEMENT ("Agreement") is entered into and effective as of July 21, 2005,
BEWEEN:
XXXX PHARMACEUTICALS CORP., 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 XXXXXX
(“XXXX”)
AND:
PHIGENICS, LLC, 000 Xxxxxxxxxx Xx., Xxxxxxxxxx, XX, 00000 XXX
(“PHIGENICS”)
WHEREAS XXXX has developed a disinfectant product known as T36® Disinfectant (“T36D”, also currently known as Viralex) for broad spectrum surface disinfection and
WHEREAS PHIGENICS is interested in:
- assisting XXXX with the registration of T36D with the US Environmental Protection Agency (“EPA”),
- working with XXXX Pharmaceuticals Corp. to develop new formulations of T36D and
- developing sales and distribution channels in the US,
IT IS AGREED THAT:
| 1. |
PHIGENICS will act on behalf of XXXX to register XXXX’x T3 6® Disinfectant (“T36D”, currently known as “Viralex”) with the EPA (“the Registration”). | |
| 2. |
The estimated budget for the Registration is US$65,000 or less, comprised of no more than US$32,000 cash expenditures and a contribution in kind of US$33,000 by Xx. Xxxxxxx X. XxXxx (“WFM”) at an agreed upon rate per diem. | |
| 3. |
PHIGENICS will obtain advance approval from XXXX for any cash expenditures referred to in Paragraph 2. | |
| 4. |
XXXX will provide all possible assistance that PHIGENICS requires for the Registration. within capabilities of XXXX. | |
| 5. |
In return for assisting with the Registration, PHIGENICS will receive a royalty on Net Sales (gross sales less refunds and returns) of T36D in the US starting 90 days after the Registration is achieved, as follows: | |
| a. |
7% for the first year up to 150% of WFM's contribution in kind has been repaid and then 5% for the remainder of the first year. | |
| b. |
5% for the second year. | |
| c. |
4% for the third year. | |
| d. |
3% for the fourth year. | |
| e. |
2% for the fifth year. | |
| f. |
1% for the sixth and seventh years. |
| 6. |
It is understood that XXXX has its own personnel who are prepared to undertake sales and marketing activities in the US. However, if PHIGENICS introduces XXXX to prospects unknown to XXXX from which sales result, PHIGENICS will be paid a finder’s fee of 5% of sales to that client for the first year after the first sale and 3% for the next year. |
| 7. |
XXXX and PHIGENICS will jointly develop a research program at a later date. |
The terms above are accepted by:
XXXX PHARMACEUTICALS CORP.
Per:
| “Xxxxxxxx X. Xxxx” | |
| Xxxxxxxx X. Xxxx, President & CEO |
AND
PHIGENICS, LLC
Per:
| “Xxxxxxx X. XxXxx” | |
| Xxxxxxx X. XxXxx, Chief Technology Officer |
