Item 1.01 Entry into a Material Definitive Agreement.
On
The Shareholders have worked with the Company in successfully bidding for and
signing a Memorandum of Understanding with the
The Agreement provides that the Company will hold 60% of the equity interest in VaccineCo with the Shareholders holding the remaining 40%. VaccineCo is expected to have a four-member board of directors (the "Board"), and the Company and the Shareholders will each be entitled to appoint two members to the Board. All financial decisions of the Board will require the consent of 75% of its members. Under the Agreement, the Company will receive 60%, and the Shareholders will receive 40%, of all net profits derived from all related rights, title and interests in, and sales of, the Vaccine. The parties will work with the Company's tax, regulatory and legal advisors in its selection of the appropriate jurisdiction of formation for VaccineCo.
Among others, the Agreement requires the Shareholders to:
· take any and all necessary actions to support the negotiation and execution of
an exclusive license agreement to the Company and/or VaccineCo for the
development and marketing of the Vaccine;
· assist in obtaining all permits, licenses and approvals from all local,
regional and national governmental departments and other regulatory health authorities, including theEuropean Medicines Agency and theWorld Health Organization , as applicable, which are necessary for the Company and/or VaccineCo to advance the current clinical trials of the Vaccine inGeorgia and to commence clinical trials of the Vaccine inUkraine and such other countries as the parties shall agree;
· assist the Company and/or VaccineCo in furthering, organizing and/or commencing
clinical trials of the Vaccine in each of the abovementioned countries;
· market and sell the Vaccine, once approved, in all countries of the Caucasus
region,
· pay 40% of all costs of developing, marketing, and selling the Vaccine.
In consideration for the Shareholders' commencement of work under the Agreement
as consultants to the Company prior to the formation of VaccineCo, the Agreement
provides that the Company will grant the Shareholders 4,000,000 shares of the
Company's common stock, par value
The Agreement contains standard and customary provisions relating to confidentiality, protection of the Company's intellectual property rights and compliance with applicable laws, including the Foreign Corrupt Practices Act, and the Company's procedures for engaging sales agents and other local representatives to assist the Shareholders in the performance of their services. The Agreement has a term contemporaneous with the Company's involvement with the Vaccine under the MoU or any license granted pursuant thereto. Either party may terminate the Agreement with thirty (30) days' prior written notice following a breach by the other party.
The Agreement does not purport to include all matters that will need to be addressed between the Company and the Shareholders in connection with the establishment and operation of VaccineCo, but is intended to serve as a framework for commencing work and may be amended to address additional issues as the development of the Vaccine progresses.
Item 8.01 Other Events.
The Company has been granted a business charter in Luxembourg for Succursale(s)
luxembourgeoise(s) de
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