RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS Consulting Agreements On November 5, 2021, the Company entered into a Consulting Agreement (the “Poznansky Agreement”) with Mark Poznansky, MD, a minority stockholder and former Director. The Company engaged Dr. Poznansky to render consulting services with respect to informing, guiding, and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Poznansky Agreement is for six months (the “Initial Term”) and the Company agreed to pay the Consultant $ 2,000 6,000 12,000 17,000 13,000 On January 1, 2022, the Company entered into a consulting agreement (the “Toneguzzo Agreement”) with Frances Toneguzzo, Ph.D., the Company’s former CEO. Pursuant to the one-year term of the Toneguzzo Agreement in exchange for services in leading the research and development teams and laboratory work, the consultant will receive $ 5,000 15,000 30,000 10,000 0 MGH License Agreement On May 8, 2013, VI and MGH, a principal stockholder (see Note 6), entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the “License”). As amended by the Eighth Amendment to the License Agreement on March 14, 2022 (“Effective Date”), which replaces the prior pre-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements prior to the first sale of Products (“MGH License Milestones”), by certain dates. Pre-Sales Diligence Requirement: (x) The Company shall provide a detailed business plan and development plan by June 1 st (xi) The Company shall raise $ 2 st (xii) The Company shall raise an additional $ 8 st (xiii) The Company shall initiate research regarding the role of CXCL12 in beta cell function and differentiation by January 1 st (xiv) The Company shall initiate diabetic non-human primate studies using cadaveric islets encapsulated in the CXCL12 technology by March 1 st (xv) The Company shall initiate research regarding other applications of the CXCL12 platform by June 1 st (xvi) The Company shall initiate a Phase I clinical trial of a Product or Process by March 1 st (xvii) The Company shall initiate a Phase II clinical trial of a Product or Process within thirteen (13) years from Effective Date. (xviii) The Company shall initiate Phase III clinical trial of a Product or Process within sixteen (16) years from Effective Date. Additionally, as amended by the Eighth Amendment to the License Agreement on March 14, 2022, which replaces the prior post-sales due diligence requirements in their entirety, the License Agreement requires that the Company satisfy the following requirements post-sales of Products (“MGH License Milestones”), by certain dates. Post-Sales Diligence Requirements: (i) The Company shall itself or through an Affiliate or Sublicensee make a First Commercial Sale within the following countries and regions in the License Territory within eighteen (18) years after the Effective Date of this Agreement: US and Europe and China or Japan. (ii) Following the First Commercial Sale in any country in the License Territory, Company shall itself or through its Affiliates and/or Sublicensees use commercially reasonable efforts to continue to make Sales in such country without any elapsed time period of one (1) year or more in which such Sales do not occur due to lack such efforts by Company. In consideration of the update to the diligence milestones, the Company shall pay the following Annual Minimum Royalty payments: (i) Prior to the First Commercial Sale, the Company shall pay to Hospital a non-refundable annual license fee of ten thousand dollars ($ 10,000 (ii) Following the First Commercial Sale, Company shall pay Hospital a non-refundable annual minimum royalty in the amount of one hundred thousand dollars United States Dollars ($ 100,000 The License Agreement also requires VI to pay to MGH a 1% The License Agreement additionally requires VI to pay to MGH a $1.0 million “success payment” within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed $100,000,000 in any calendar year and $4,000,000 within 60 days after the first achievement of total net sales of Product or Process equal or exceed $250,000,000 in any calendar year. The Company is also required to reimburse MGH’s expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired (November 2033) or have been abandoned, and (ii) one year after the last sale for which a royalty is due under the License Agreement. The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within 60 days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH. VI may terminate the License Agreement prior to its expiration by giving 90 days’ advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes. The Company incurred costs to MGH of $- 0 10,000 4,936 7,243 10,000 3,860 During the three and six months ended June 30, 2022, and 2021, there have not been any sales of Product or Process under this License Agreement. Accounts Payable, related parties and Accrued Salaries, related party The Company incurred director fees of $ 30,000 60,000 22,500 45,000 85,000 60,000 The Company incurred consulting fees of $ 22,500 45,000 15,000 30,000 55,000 40,000 In August 2020, Frances Tonneguzzo, the Company’s Chief Executive Officer (the “former CEO”) tendered her resignation as CEO. For the three and six months ended June 30, 2022, and 2021, the Company did not incur any expenses to the former CEO. As of June 30, 2022, and December 31, 2021, $ 115,312 Sale of Equity Method Investment In January 2021, the Company sold its’ equity investment in AEI back to AEI for $ 100,000 |