Exhibit 10.99
PRODUCT DEVELOPMENT AGREEMENT
Dated as of November 10th, 2003
between
PURE ENERGY CORPORATION
DBA/PURE ENERGY OF AMERICA, INC.
Paramus, New Jersey
And
IGI, INC.
Buena, New Jersey
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PRODUCT DEVELOPMENT AGREEMENT
This
Product Development Agreement ("Agreement") is entered into as
of November 10th, 2003, between PURE ENERGY
CORPORATION. a Delaware
Corporation, dba/PURE ENERGY OF AMERICA,
INC., with its principal place of
business at 61 South Paramus Road, Paramus
New Jersey 07652 ("PEC"), and
IGI, INC., a Delaware Corporation, with its
principal place of business at
105 Lincoln Avenue, Buena, New Jersey
("IGI"). Each of PEC and IGI may be
referred to herein as a "Party" and
together shall be referred to as the
"Parties".
RECITALS
WHEREAS,
Pure Energy Corporation (PEC) has been engaged in the
business of developing, marketing, and
supplying alternative transportation
fuels and fuel additives, and has
substantial experience in this field;
WHEREAS
IGI, Inc. (IGI) has discovered, and possesses intellectual
property rights on Novasomes(R)
micro-encapsulation technologies, which
optimize the encapsulation and controlled
release of cosmetic, skin care
products, chemicals, biocides, pesticides,
fuels, medicines, foods,
beverages, pet care products and various
other substances, yielding value-
added qualities;
WHEREAS,
PEC believes there is significant market opportunity
worldwide for cleaner burning fuels and
performance additives, and wishes
to develop new high performance alternative
fuels and fuel additive
products, incorporating IGI's
micro-encapsulation technology, and
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein,
the receipt and sufficiency of
which are hereby acknowledged, the parties
hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized words and phrases used in this
Agreement have the following
meanings:
"Effective
Date" means the date set forth above.
"Products"
means those cleaner burning alternative fuel formulations
and performance fuel additives,
incorporating IGI's Novasomes(R) micro-
encapsulation technologies, which are
jointly developed by PEC and IGI
under the terms of this Agreement.
"Term"
shall mean the period of this Agreement as determined in
accordance with the provisions of Article
IX.
ARTICLE II
OBJECTIVES
PEC and
IGI agree to jointly research and develop the following
products:
a.
A new
class of cleaner burning alternative fuel formulations
based on PEC's proprietary fuel formulations and IGI's micro-
encapsulation technology.
b.
A new
class of high performance fuel additives based on PEC's
proprietary fuel additives and IGI's micro-encapsulation
technology.
Other
products and technologies
