Exhibit 10.99
PRODUCT DEVELOPMENT AGREEMENT
Dated as of November 10th, 2003
between
PURE ENERGY CORPORATION
DBA/PURE ENERGY OF AMERICA, INC.
Paramus, New Jersey
And
IGI, INC.
Buena, New Jersey
PRODUCT DEVELOPMENT AGREEMENT
This Product Development Agreement ("Agreement") is entered into as
of November 10th, 2003, between PURE ENERGY CORPORATION. a Delaware
Corporation, dba/PURE ENERGY OF AMERICA, INC., with its principal place of
business at 00 Xxxxx Xxxxxxx Xxxx, Xxxxxxx Xxx Xxxxxx 00000 ("PEC"), and
IGI, INC., a Delaware Corporation, with its principal place of business at
000 Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx ("IGI"). Each of PEC and IGI may be
referred to herein as a "Party" and together shall be referred to as the
"Parties".
RECITALS
WHEREAS, Pure Energy Corporation (PEC) has been engaged in the
business of developing, marketing, and supplying alternative transportation
fuels and fuel additives, and has substantial experience in this field;
WHEREAS IGI, Inc. (IGI) has discovered, and possesses intellectual
property rights on Novasomes(R) micro-encapsulation technologies, which
optimize the encapsulation and controlled release of cosmetic, skin care
products, chemicals, biocides, pesticides, fuels, medicines, foods,
beverages, pet care products and various other substances, yielding value-
added qualities;
WHEREAS, PEC believes there is significant market opportunity
worldwide for cleaner burning fuels and performance additives, and wishes
to develop new high performance alternative fuels and fuel additive
products, incorporating IGI's micro-encapsulation technology, and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized words and phrases used in this Agreement have the following
meanings:
"Effective Date" means the date set forth above.
"Products" means those cleaner burning alternative fuel formulations
and performance fuel additives, incorporating IGI's Novasomes(R) micro-
encapsulation technologies, which are jointly developed by PEC and IGI
under the terms of this Agreement.
"Term" shall mean the period of this Agreement as determined in
accordance with the provisions of Article IX.
ARTICLE II
OBJECTIVES
PEC and IGI agree to jointly research and develop the following
products:
a. A new class of cleaner burning alternative fuel formulations
based on PEC's proprietary fuel formulations and IGI's micro-
encapsulation technology.
b. A new class of high performance fuel additives based on PEC's
proprietary fuel additives and IGI's micro-encapsulation
technology.
Other products and technologies may be added to this R&D effort based
on mutual agreement by the Parties.
ARTICLE III
PROGRAM MANAGEMENT
All product development initiatives shall be governed by a joint
Product Development Committee, which will consist of members of the
management and technical staffs of both Parties. This committee will
conduct project evaluations and assessments on a regular basis, and provide
"go" or "no-go" guidance on a quarterly basis.
ARTICLE IV
ROLE OF PARTIES
Both Parties agree to provide technical, business, and market
evaluation expertise to the project.
a. PEC will provide technical expertise and design all fuel
formulations and additive systems, and will be responsible for
all protocols and experimental design of the program.
b. IGI will design, develop, and produce all micro-encapsulation
components of the experimental fuel formulations and additive
systems.
c. Both Parties will contribute technical support staff to the
project at their own cost.
ARTICLE V
COSTS AND BUDGETS
Both Parties will equally share the responsibility for all R&D costs
and agree to provide technical staff to carry out the product development
initiatives.
a. The overall budget of the project will be developed by the
Product Development Committee and will be refined on a need-to-
basis by mutual agreement of both Parties.
b. All external analytical and emissions testing laboratory costs
shall be shared equally by both Parties.
c. Unless modified in writing with the mutual consent of both
Parties, the initial budgetary responsibility for each of the
Parties shall not exceed $10,000.00.
ARTICLE VI
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights related to the encapsulation
technology developed under the project shall belong to IGI. Intellectual
property rights related to the successfully developed fuel formulations and
performance additives shall belong to PEC. However, upon the
completion/successful development of a commercially viable product, PEC
would agree to enter into a cross-licensing arrangement with IGI. The
details of such cross licensing arrangement will be set forth in a future,
mutually acceptable agreement between the Parties.
ARTICLE VII
CONFIDENTIALITY / SECRECY
The information generated and received by either party under the
Parties' joint initiatives outlined herein shall be kept confidential and
will not be disclosed to any third party without the prior written
permission from the other party.
ARTICLE VIII
RESERVATIONS
PEC and IGI reserve the right to evaluate all of its existing
commitments and relationships to evaluate any conflict of interest here and
inform each other in good faith if any such limitations exist in defining a
mutually exclusive relationship between parties as stipulated in this
agreement.
ARTICLE IX
TERM; TERMINATION
This Agreement will be effective from the date of execution by the
Parties and will terminate on occurrence of any of the following:
a. The expiration of 12 months from the date of execution by the
Parties of this Agreement or any longer time as agreed by the
Parties in writing;
b. Any other termination date mutually agreed to by the Parties in
writing.
c. If either party decides to terminate this Agreement it will
give at least 30 days written notice to the other party.
d. If the terms under this Agreement are not extended beyond 12
months from the date of execution, the Agreement shall be
considered null and void.
THUS DONE and signed at Paramus, New Jersey, and, Buena, New Jersey on this
the 10th day of November, 2003.
FOR PURE ENERGY CORPORATION FOR IGI, INC.
DBA/PURE ENERGY OF AMERICA INC.
BY: /s/ XXXXXX XXXXX BY: /s/ XXXXX XXXXXXX
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PRINT NAME: XXXXXX XXXXX PRINT NAME: XXXXX XXXXXXX
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TITLE: PRESIDENT & CEO TITLE: CHAIRMAN & CEO
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WITNESSED BY: WITNESSED BY:
/s/ XXXXXX X. XXXXXX /s/ XXXXXX XXXX
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PRINT NAME: XXXXXX X. XXXXXX PRINT NAME:XXXXXX XXXX
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