BioLabs, Inc.
September 2, 1999
DYNAMED, INC.
000 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Mr. R.E. Xxxxxxx/CEO & President
RE: Memorandum of Understanding
Dear Sir:
The purpose of this letter is to confirm the principal terms and
conditions of a proposed agreement between BioLabs, Dynamed and the shareholders
of Dynamed, who may in certain instances be shareholders individually in
Biotherapies Inc. (Collectively, the "Parties"), for the proposed acquisition by
BioLabs of the assets of Dynamed and equity held by certain shareholders in
Biotherapies Inc. Finalization of this transaction will be completed pursuant to
mutually agreeable and executed legal documents encompassing, among other
things, all of the matters set forth in this letter after completion of any due
diligence BioLabs deems reasonably necessary. It is our intention that this
letter will set out the Parties' mutual understanding of the arrangements
relating to this transaction, the principal terms and conditions of which are as
follows:
1. BioLabs proposes to acquire the 100,000 of Biotherapies Inc. Common stock
presently held by Dynamed and/or common stock that may be independently held by
certain shareholder of Dynamed in Biotherapies Inc.
2. BioLabs proposed to acquire Dynamed's interest in a joint venture agreement
with Biotherapies Inc. For the development of technology regarding the treatment
for prostate cancer.
3. BioLabs proposed to pay Dynamed and/or its shareholders $850,000 USD and
1,100,000 shares of common stock of BioLabs Inc. For the acquisition of the
noted assets defined in items 1 and 2. Purchase price to be distributed as
directed by Dynamed Inc.
4. Any and all funds forwarded to the Parties as directed by Dynamed Inc. Will
be held in escrow pending formal execution of our agreement as described above.
If the terms in this letter set forth above are acceptable to Dynamed, please
sign and return the attached copy of this letter.
Yours sincerely,
/s/ E. Xxxx XxXxxxxxx
E. Xxxx XxXxxxxxx
President/CEO
Acceptance of Proposal
DYNAMED INC. agrees with the terms of this letter of intent,
this the 2nd day of September, 1999.
DYNAMED, INC.
Per: /s/ R.E. Xxxxxxx
Authorized Signatory
