RELATED PARTY TRANSACTIONS. | NOTE 4. RELATED PARTY TRANSACTIONS. The Company utilizes approximately 500 square feet of office space at 1034 Throggs Neck Expressway, Bronx NY 10465 provided to the Company by Joseph G. Vaini, the Company’s sole officer and director, on a month to month basis free of charge. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space. On January 8, 2023 the Company entered into an agreement with Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services for the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consisting of $ 15,000 . Joanne Vaini is the spouse of Joseph G. Vaini the Company’s sole officer and director. On June 26, 2023 the Company was granted an exclusive worldwide license by DYO Biotechnologies, Pty, Ltd (“DYO”) to (a) to make, have made, use, offer for sale, sell, perform, have performed export and import Licensed Products and Licensed Services; (b) to practice Licensed Methods; and (c) to use Technology, all in the Field, within the Territory and during the Term (the “License”). “Technology” is defined in the License as” Artificial intelligence/machine learning engine designed to utilize existing chemical library structures in an integrated model to predict highly specific and sensitive novel chemical structures for molecular targets.” “Licensed Services” are defined in the License as “any service performed by Company or Sublicensee for the benefit of a third party that, in whole or in part, (a) uses Technology; (b) uses Licensed Product(s); or (c) that practices or is enabled by a Licensed Method.” “Licensed Method” is defined in the License as “any method or process that uses Technology” “Field” is defined in the License as small molecule drug development and commercialization for human and/or animal health. “Territory” is defined in the License as “worldwide”. The Term of the License is the period of time beginning on the effective date of this Agreement which shall be June 26, 2023 and terminating on the last to expire Royalty Term. “Royalty Term” is defined in the License as that period of time beginning on the first commercial sale of a Licensed Product in a given country and, expires on a country-by-country basis with respect to each Licensed Product, upon the later of: (a) the expiration, abandonment, or invalidation of the last to expire, abandoned or invalidated Valid Claim of the Patent Rights in such country; (b) the expiration of any granted statutory period of marketing exclusivity within a country; and (c) 12 years from of the date of the first commercial sale of such Licensed Product in such country. Pursuant to the terms and conditions of the License the Company shall raise $2,000,000 US through either debt or equity financing within 2 years of execution of this Agreement (“Funding”). The Company shall enter into a research collaboration agreement with DYO upon mutually acceptable terms and conditions within 30 days of Funding (“Research Agreement). Substantially all of the Funding shall be utilized to enable the Technology for the benefit of developing Company’s existing and future small molecule drug intellectual property. It is anticipated that this research agreement will utilize substantially all of these funds over two years. It is agreed that the Company shall exclusively possess all right, title and interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to any and all inventions, discoveries, intellectual property and chemical structures resulting from this Research Agreement. Pursuant to the terms and conditions of the License the Company shall pay to DYO a Royalty equal to five percent (5%) of the Net Sales ( as such term is defined in the License) of any Licensed Method, Service or Product per annum. The License also imposes an obligation upon the Company to make minimum royalty payments to DYO over the course of the Term. Pursuant to the terms and conditions of the License the l Company paid to DYO 309,000 25,000 DYO shall not, directly or indirectly, offer, issue, sell, contract to sell (including without limitation short sale), grant any option for the sale of, pledge or otherwise dispose of or transfer any or all of the Stock Payment for a period of two years from the date of issuance. Pursuant to the terms and conditions of the License Upon the occurrence of each of the following events (each a “Milestone”)), the Company shall make a cash payment (“Milestone Payment”) in the amount corresponding to such Milestone within thirty days after achievement of each Milestone: Milestone AMOUNT 1. Dosing of a first human patient in a Phase I or Phase I/II Clinical Trial for Licensed Product $150,000 US 2. Dosing of a first patient in a Phase III Clinical Trial for Licensed Product $500,000 US 3. FDA (US) Approval of a Licensed Product $3,000,000 US 4. EMA (EU) Approval of a Licensed Product $1,500,000 US 5. PMDA (JPN) Approval of a Licensed Product $1,000,000 US 6. Cumulative Net Sales of Licensed Products reach $100 Million $2,000,000 US This License may be terminated by DYO in the event: No licensed Method, Service or Product has been granted Patent Protection in at least one jurisdiction after the expiration of four years from execution The sum of $2,000,000 shall not have been raised within 2 years of execution of the license The Research Agreement shall not have been entered into as of thirty days subsequent to the Funding. The Company shall not have achieved cumulative Net Sales of Licensed Product, Service and Methods of at least $10,000,000 as of a date that is ten years from the execution of the license The Company shall fail to pay any consideration required under the license and such failure remains uncured for thirty days. This License may be terminated by the Company in the event: DYO shall be determined to not have exclusive unencumbered Patent Rights to the Technology in whole or in part. Any other entity shall be determined to have the right- exercised or not- to utilize the Technology ( in whole or in part) to develop make, use, offer for sale, sell, perform, have performed export and import and sell products, methods and services which can reasonably be expected to be similar to or competitive with products, methods and services to be developed by the Company utilizing the rights granted by the License. . DYO shall have failed to demonstrate during the course of due diligence to the satisfaction of the Company that the Technology can be effectively utilized for the purposes intended by this License In the event that the Agreement is terminated pursuant to the any of the abovementioned the Stock Payment shall be promptly returned by DYO to the Company for cancellation. Dr. Harry Lander serves as Chief Scientific Officer of the Company and is a shareholder of the Company. Dr. Harry Lander also serves as Managing Director of DYO and is a controlling shareholder of DYO. On July 14, 2023 the Company’s Chief Executive Officer made a $ 3,600 On August 17, 2023 the Company’s Chief Executive Officer made a $ 311 On August 30, 2023 the Company’s Chief Executive Officer made a $ 150 On September 5, 2023 the Company’s Chief Executive Officer made a $ 1,000 On September 29, 2023 the Company’s Chief Executive Officer made a $ 250 |