DISTRIBUTION AND DEVELOPMENT AGREEMENTDistribution and Development Agreement • March 13th, 2020 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Distribution and Development Agreement (this “Agreement”) is made and entered into as of May 1, 2016 by and between Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (“Sekisui”), and Qualigen, Inc. and its Affiliates, a Delaware corporation with principal offices at 2042 Corte Del Nogal, Carlsbad, California 92011 (“Qualigen” and together with Sekisui, each a “Party” and together the “Parties”).
Amendment to Distribution and Development AgreementDistribution and Development Agreement • March 13th, 2020 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment to Distribution and Development Agreement (this “Amendment”) is entered into by and between Sekisui Diagnostics, LLC, a Delaware limited liability company (“Sekisui”), and Qualigen, Inc., a Delaware corporation (“Qualigen”), and shall be effective as of April 2, 2018. This Amendment amends that certain Distribution and Development Agreement dated May 1, 2016 between Sekisui and Qualigen, as amended to the date hereof (collectively, the “Distribution and Development Agreement”).
EXCLUSIVE AGREEMENTExclusive Agreement • March 13th, 2020 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • Kentucky
This exclusive license agreement (“Agreement”) is dated and effective as of the date of last signature (the “Effective Date”) and is made by and between University of Louisville Research Foundation, Inc. (“ULRF”), a Kentucky 501(c)3 non-profit corporation having an office at 300 East Market Street, Suite 300, Louisville, Kentucky, 40202, as the agent of the University of Louisville (“UofL”) for licensing intellectual property owned and controlled by ULRF on behalf of UofL and Qualigen, Inc. (“Licensee”), a corporation with a principal place of business at 2042 Corte Del Nogal, Carlsbad, CA 92011. ULRF and Licensee are referred to herein, on occasion, separately as a “Party” or together as the “Parties”.
Qualigen Inc. Carlsbad, CA 92011 January 15, 2020Ritter Pharmaceuticals Inc • March 13th, 2020 • Pharmaceutical preparations • New York
Reference is made to that Agreement and Plan of Merger (the “Merger Agreement”), made and entered into as of January 15, 2020 by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (“Parent”), RPG28 Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Qualigen, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this letter and not otherwise defined shall have the meanings ascribed to those terms in the Merger Agreement.
December 6, 2019 Qualigen, Inc. Carlsbad, CA 92011 Attention: Michael S. Poirier, (Chairman, President and CEO)Ritter Pharmaceuticals Inc • March 13th, 2020 • Pharmaceutical preparations
Re: Letter of Intent by and between Sekisui Diagnostics, LLC (“Sekisui”) and Qualigen, Inc. (“Qualigen”) dated as of March 16, 2018, as amended and restated as of August 22, 2018, as amended (the “LOI”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the LOI.
Re: AMENDED AND RESTATED LETTER OF INTENT-LICENSE OF FASTPACK 2.0Ritter Pharmaceuticals Inc • March 13th, 2020 • Pharmaceutical preparations
Reference is made is to a Letter of Intent (“Original LOI”) by and between Sekisui Diagnostics LLC (“Sekisui”) and Qualigen, Inc. (“Qualigen”) dated as of March 16, 2018 setting forth certain business terms relating to a potential worldwide license between Qualigen as Licensor and Sekisui as Licensee relating to a certain point of care, rapid quantitative immunoassay analyzer, as well as all associated intellectual property and technology, including, but not limited to, any assays, plasma separation devices, dispensers, and pouches related thereto (collectively known as the “FastPack 2.0 System”) currently under development by Qualigen. Qualigen and Sekisui are sometimes individually herein referred to as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • March 13th, 2020 • Ritter Pharmaceuticals Inc • Pharmaceutical preparations • California
This License Agreement (this “Agreement”) is made this 17th day of December, 2018 (the “Effective Date”) between Advanced Cancer Therapeutics, LLC, a Kentucky limited liability company (“ACT”), and Qualigen, Inc., a Delaware corporation (inclusive of its Controlled Affiliates, if any, “Company”). Each Controlled Affiliate, if any, is also a party to this Agreement. ACT and Company are hereinafter individually referred to (in the singular) as a “Party” and collectively as the “Parties.”
