Exhibit 10.14
AGREEMENT
This Agreement is made at PUNE on this 7th day of April 1995.
BETWEEN
BIO-VED, INC., 911 Bern Court, # 110, San Jose, CA 95112 USA (hereinafter
referred to as THE COMPANY) of the FIRST PART
AND
Bhushan Patwardhan, Ph.D 1471, Shukrawar Peth, Tulshibag Chowk, Pune - 411 002,
India, (hereinafter referred to as DR. PATWARDHAN) of the SECOND PART;
WHEREAS
1. REPRESENTATIONS:
Dr. Patwardhan represented to the company that:
a. He has developed an extract of [*] based upon a method of extraction
contained in two patent applications No's. 188/BOM/93 and 189/BOM93
with the Patent Office, Bombay and the said Applications are pending
for registration.
b. He is the absolute owner of the process for extraction.
c. The said extract has been evaluated and found useful in rodent animals
as an immunomodulator (stimulant) when the immune system of these
animals had previously been suppressed, and in vitro as a scavenger
for free circulating oxygen radicals.
d. No other person other than Dr. Patwardhan has any right, title
interest or claim in the development of the said extract in the uses
as described in Para 1 (c)
2. The representation made by Dr. Patwardhan and briefly narrated in Para (1)
above form the basis of this Agreement.
3. The Company has, for purposes of identification, has referred to the use
of said extract as described in Para 1(c), as IM-10.
4. GRANT
Dr. Patwardhan agrees to grant to the Company, the exclusive rights (a) to
seek any and all possible patents, (b) for the use, development,
extraction, manufacture, sale and commercial exploitation of IM-10 either
as sole formulation or in combination with other products or formulation or
formulations throughout the world. (These rights are hereinafter referred
to as Rights in IM-10).
5. PAYMENTS
The Company agrees to compensate Dr. Patwardhan as follows:
a. US [***] at time of signing, for receipt of all copies of preclinical
evaluations and studies completed or in process and right of first
refusal upon completion of clinical study.
b. US [***] at sixty (60) days after receipt of preclinical evaluations
and studies if BIO-VED decides to proceed with a confirming clinical
study. In the event that BIO-VED declines to proceed with the
clinical study, it shall return all materials defined in (a) above
within thirty (30) days.
c. US [***] at sixty (60) days after completion of Clinical Study if
BIO-VED accepts future development and marketing. In the event that
BIO-VED declines future development and marketing, it shall return all
materials defined in (a) above within thirty (30) days.
d. US [***] at sixty (60) days after first sale in India.
6. CONFIDENTIALITY
The documents and information given by Dr. Patwardhan to the company shall
be treated as confidential by the Company and shall not be disclosed by
anybody except for the purposes of evaluation for clinical confirmation and
for potential patent application.
7. The results of the clinical trial shall be kept secret by Dr. Patwardhan
and he shall not disclose the said results or its methodology to anyone;
nor shall
* Confidential provisions omitted and filed separately with the Commission.
Dr. Patwardhan disclose any information coming to his knowledge regarding
the company or regarding any matter in connection with this agreement, to
anybody except with the written consent of the Company.
8. MARKETING
The Company intends to use the said formulation and/or sell the said
formulation in the market for the claims to be supported by clinical
evaluation. The Company intends to bring in Indian market, the said
formulation within a period of one year of clinical confirmation as well as
FDA approval. The Company intends to market the said formulation worldwide
within a period of seven years from the marketing in India. It is the
intention to market the formulation IM-10 in all forms or in combinations
as early as possible and Dr. Patwardhan agrees to co-operate with the
company in it.
9. In the event of the Company failing to commence the marketing operation in
respect of the said product in India within the aforesaid period of one
year, Dr. Patwardhan shall have all rights to the said product in India.
In the event of the company altogether failing to commence the marketing of
the formulation within a period of 7 years anywhere in the world other than
India, then Dr. Patwardhan shall have all rights to the said product
outside India.
10. ROYALTY
The Company shall pay to Dr. Patwardhan a royalty calculated at the rate of
[***] of the gross revenue earned by it by marketing sale of the said
formulation. The royalty shall be paid after accounts are settled by the
Company at the end of each accounting year.
11. The Company shall be entitled to sub-license the use, manufacture and/or
sale of the said formulation of IM-10. In the event of sub-licensing the
Company shall pay to Dr. Patwardhan [***] of the royalty received by the
said sub-licensing.
12. VESTING OF RIGHTS
The entire rights in respects of the said formulation, its method of
extraction and manufacture and a commercial exploitation of the said
formulation and all rights in IM-10 shall vest with the company and Dr.
Patwardhan shall not be entitled to interfere in it in any manner.
13. INTELLECTUAL PROPERTY
The Company will at its own expense, evaluate and if feasible, pursue
patent applications on the said formulation and/or its uses. Dr.
Patwardhan agrees to provide all technical assistance in the preparing of
applications, preparing responses to all examiner inquiries or challenges,
and presenting himself as needed, travel expenses at the cost to the
Company, in defense of any applications.
* Confidential provisions omitted and filed separately with the Commission.
14. ARBITRATION
In the event of any dispute arising between the parties regarding this
agreement and/or interpretation of the terms and conditions of this
agreement and/or liabilities arising out of this agreement, the same shall
referred to an arbitration of two arbitrators, one to be appointed by each
party and in the event of arbitrators not being unanimous in their
decisions, the matter shall be referred to an umpire to be chosen, and
appointed by the arbitrators. The arbitration proceedings may be held in
India but the matter shall be decided in accordance with the law of the
country about which or within whose territory the subject matter of dispute
arises, or relates.
IN WITNESS WHEREOF the parties have signed this DEED on the date and year
mention herein.
Signed by
/s/ Barry Wald
- -------------------------------
Mr. Barry Wald
President
On Behalf of BIO-VED, Inc. USA
On a7th April, 1995 (Party of the First Part)
Signed by
/s/ Bhushan Patwardhan
- -------------------------------
Dr. Bhushan Patwardhan
On 7th April, 1995 (Party of the Second Part)