ENGAGEMENT AGREEMENT between LIXTE BIOTECHNOLOGY HOLDINGS, INC. and CHEM-MASTER INTERNATIONAL, INCEngagement Agreement |
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EXHIBIT 10.1
February 5, 2007
AGREEMENT
between LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
and
CHEM-MASTER INTERNATIONAL, INC.
AGREEMENT
This Agreement is made as of the 5th day of February, 2007, (the “Effective Date”), between Lixte Biotechnology Holdings, Inc., a Delaware corporation having its principal place of business at 248 Route 25A #2, East Setauket, New York 11733, United States of America (“Lixte”), and Chem-Master International, Inc., a New York corporation having its principal place of business at P.O. Box 563, East Setauket, New York 11733, United States of America (“Chem-Master”).
WITNESSETH
WHEREAS, Lixte is a company engaged in finding improved methods for treating and evaluating treatment response for life-threatening diseases, particularly cancers such as glioblastomas;
WHEREAS, Chem-Master is a company engaged in synthesizing organic compounds;
WHEREAS, Lixte and Chem-Master entered into a confidentiality agreement dated March 29, 2006 (hereinafter “Confidentiality Agreement”) to exchange proprietary information and materials for the purpose of evaluating organic syntheses, which Confidentiality Agreement shall remain in full force and effect subject to the provisions of this Agreement;
WHEREAS, subject to the Confidentiality Agreement, and further to Lixte’s request, Chem-Master synthesized and provided to Lixte the compound designated LB-1 (defined hereinafter), and is synthesizing other structurally related compounds which have potential use in treating diseases such as glioblastomas;
WHEREAS, Lixte wishes to engage Chem-Master in synthesizing additional Compounds (defined hereinafter) which have potential use in treating diseases including, without limitation, cancers such as glioblastomas; and
WHEREAS, Lixte wishes for such past, ongoing and future services by Chem-Master to be subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth hereinafter, Chem-Master and Lixte agree as follows:
ARTICLE I
DEFINITIONS
In this Agreement, each of the following words and phrases shall have the meaning set forth below:
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1.1 |
“Affiliate” of a specified entity shall mean an entity that directly or indirectly controls, is controlled by, or is under common control with, the entity specified. For this purpose, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity whether through voting shares, securities or otherwise. |
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1.2 |
“Compound” shall mean (a) LB-1 or (b) any other compound Synthesized by Chem-Master pursuant to Lixte’s request, which has potential use in treating a disease. Such disease includes, without limitation, a cancer such as a glioblastoma. Compounds include, without limitation, compounds, which are chemical analogs of LB-1. |
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1.3 |
“Compound-Related Information” shall mean any information provided to Lixte by Chem-Master, pursuant to Lixte’s request, which relates to a Compound. Compound-Related Information shall include, without limitation, information which constitutes an invention, whether or not patentable.\ |
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1.4 |
“LB-1” shall mean the compound having the physical properties set forth in Appendix A. |
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1.5 |
“Synthesize”, with respect to a compound, shall mean physically making same, and may additionally include designing some or all of same and some or all of the method for making same. |
ARTICLE II
COMPOUND SYNTHESIS AND COSTS
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2.1 |
Chem-Master shall Synthesize Compounds as requested by Lixte, provided that for each Compound whose Synthesis Lixte requests, Chem-Master and Lixte agree that such Synthesis is both feasible and desirable. |
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2.2 |
For each Compound Chem-Master Synthesizes during the term of this Agreement, Lixte shall promptly reimburse Chem-Master for the cost of the materials, labor, and expenses for other items used in the Synthesis thereof. |
ARTICLE III
GRANT OF STOCK PURCHASE OPTION
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3.1 |
Within thirty (30) days of the Effective Date, Lixte shall grant to Chem-Master an option to purchase 100,000 shares of common stock in Lixte Biotechnology, Inc. at $0.331/3 per share, which option shall be exercisable during the period beginning on the date of grant and ending on the fifth anniversary thereof. |
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3.2 |
Provided that this Agreement is not terminated under Paragraph 6.2 or 6.3 prior to the second anniversary of the Effective Date, Lixte shall grant to Chem-Master on the second anniversary of the Effective Date an option to purchase an additional 100,000 shares of common stock in Lixte Biotechnology, Inc. at $0.331/3 per share, which option shall be exercisable during the period beginning on the date of grant and ending on the fifth anniversary thereof. |
ARTICLE IV
INTELLECTUAL PROPERTY
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4.1 |
Lixte and its Affiliates shall be free to use any Compound and any Compound-Related Information for any purpose including, without limitation, developing compositions and methods for treating diseases. Diseases include, without limitation, cancers such as glioblastomas. |
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4.2 |
Lixte shall have no obligation during or after the term of this Agreement to provide or otherwise disclose to Chem-Master or any third party any material or information which Lixte or its Affiliates produce or derive using any Compound or Compound-Related Information. |
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4.3 |
All data, information, results and materials that are developed by Lixte using Compounds or Compound-Related Information during or after the term of this Agreement shall be solely owned by Lixte. |
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4.4 |
All Compounds and Compound-Related Information shall be solely owned by Lixte. |
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4.5 |
All patents and patent applications claiming inventions which (i) constitute Compounds or Compound-Related Information or incorporate Compounds or Compound-Related Information, and (ii) are made by one or more employees of a party hereto (hereinafter “Patents” and “Patent Applications”, respectively) shall be solely owned by Lixte. |
