Exhibit 10.2
STRATEGIC DEFERRED PAYMENT AGREEMENT
This Strategic Deferred Payment
Agreement (the “Agreement”) is made and entered into as
of August 14, 2007, by and between Cato Research Ltd. ,
a North Carolina corporation (“Cato Research”), and
Sontra Medical Corporation , a Minnesota corporation
(“Sontra” and, together with Cato Research, the
“Parties”).
WHEREAS, Cato Research is a global
contract research and development organization (“CRO”)
providing a wide range of research, development and regulatory
services to the biotechnology and pharmaceutical industries
(“CRO Services”); and
WHEREAS, the Parties entered into a
Strategic Master Services Agreement dated as of the date of this
Agreement (the “SMSA”) with respect to CRO Services to
be provided by Cato Research to Sontra from time to time after the
date of this Agreement; and
WHEREAS, the SMSA contains certain
payment terms for the CRO Services performed by Cato Research on
behalf of Sontra thereunder; and
WHEREAS, for strategic purposes, the
Parties wish to modify the payment terms for certain CRO Services
under the SMSA to enable Sontra to defer payment to Cato Research
for those CRO Services relating to special product development and
regulatory projects generally described below (the “Strategic
Deferred Payment Projects”):
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1. |
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Durhalieve ® for Keloid
Scarring — IND preparation and submission activities; |
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2. |
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Durhalieve ® for Atopic
Dermatitis — FDA Guidance Meeting regarding NDA
approval; |
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3. |
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Oversight and project management of DPT Laboratories Durhalieve
®
manufacturing and process development activities; |
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4. |
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Oversight and project management of Azone/API formulation
feasibility activities by Campbell University; and |
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5. |
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MAZ development and regulatory activities (collectively, the
“Ag |
