Exhibit 10.1
First Class Mail
May 4, 1999
Mr. X. Xxxxx Xxxxx, Xx.
Vectra Management Group
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Acquisition of Securities of Epigen, Inc. ("Epigen")
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Dear Xxx:
The purpose of this letter is to set forth our mutual understanding regarding
the scope of your investment in Epigen in light of your recent contribution of
$250,000 to the capital of Epigen.
Pursuant to our agreement, upon the execution by Epigen of a license agreement
with a major pharmaceutical firm ("Licensor"), Epigen shall issue to you for no
further consideration that number of its shares of its Common Stock, $.001 par
value per share ("Common Stock"), which when added to the shares of Common Stock
currently held by you on September 1, 1998 either of record or beneficially and
which may be acquired by you pursuant to outstanding derivative securities held
by you on September 1, 1998 either of record or beneficially, shall equal ten
percent (10%) of the issued and outstanding shares of Common Stock, on a fully
diluted basis, immediately prior to the execution of such license agreement.
Further, in the event such license agreement or another document executed in
connection therewith calls for the purchase by the Licensor or an affiliate
thereof of equity capital in Epigen and such investment shall be for amount
which shall be equal to or less than $200,000 for 1% of the then issued and
outstanding capital stock of Epigen, Epigen shall issue to you for no further
consideration that number of its shares of Common Stock on a fully diluted basis
which when added to the shares of Common Stock a) held by you on September 1,
1998 either of record or beneficially, b) received pursuant to the previous
paragraph and, c) which may be
To: X. Xxxxx Xxxxx, Xx. -2- May 4, 1999
acquired by you pursuant to outstanding derivative securities held by you on
September 1, 1998 either of record or beneficially, shall result in your
ownership of Common Stock equaling ten percent (10%) of the issued and
outstanding shares of Common Stock, on a fully diluted basis, immediately after
the execution of such license agreement in contemplation of any such issuance to
Licensor or any affiliate thereof.
Should the foregoing accurately reflect our agreement, please sign a copy of
this letter in the space provided and return such copy to us.
Sincerely,
EPIGEN, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman of the Board
Chief Executive Officer
DCF:jd
/s/ X. Xxxxx Xxxxx, Xx.
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X. Xxxxx Xxxxx, Xx.
