EXHIBIT 10.6
TECHNOLOGY TRANSFER AND SHARING
AGREEMENT
This Technology Transfer and Sharing
Agreement is made and entered into effective as of
February 12, 2009, by and between Pro-Pharmaceuticals, Inc., a
Nevada corporation (“ProPharma”), and
Medi-Pharmaceuticals, Inc., a Nevada corporation
(“MediPharma”).
RECITALS
A. ProPharma owns ten percent
(10%) of the outstanding capital stock of
MediPharma.
B. Pro-Pharma and Medi-Pharma
entered into the certain License Agreement, dated as of
November 25, 2008, as modified by operation of the certain
letter agreement, dated as of December 15, 2008,
(collectively, the “License Agreement”).
C. The Board of Directors of each of
the parties have determined it to be in the best interest of such
party and its shareholders to ‘bifurcate’ the two
companies, i.e. to enter into a new contractual arrangement between
them, whereby ProPharma will continue to concentrate in the field
of oncology and MediPharma will, separately, concentrate on and
develop a business in the field of cardiology.
D. The parties have also determined
that, in furtherance of the foregoing, the License Agreement should
be terminated.
E. The parties wish to set forth the
salient terms of this new contractual arrangement and provide for
certain other matters.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the sufficiency of which is
hereby acknowledged and intending to be legally bound, the parties
hereto hereby agree as follows:
1. Termination of the License
Agreement . The License Agreement shall and hereby is,
effective the date hereof, terminated, cancelled and deemed to have
no force and effect with respect to all of the provisions thereof,
with the parties thereto having no further obligations to one
another.
2. Sharing With Respect to
Fibrosis . It is acknowledged that ProPharma has filed a use
patent with respect to the application of polysaccharides with
respect to the disease indication known as Fibrotic tissue in Liver
or Kidney (the “LK Fibrosis”). Medi-Pharma shall not,
during the Exclusivity Period (as hereinafter defined), without the
explicit written consent from Pro-Pharma, engage in research,
evaluation, clinical development, marketing or other commercial
exploitation designed to develop regiments and procedures for
polysaccharide based therapies in LK Fibrosis. However, it is
agreed and understood that Medi-Pharma and Pro-Pharma shall each
have the unrestricted right to engage in research, evaluate and
clinically develop regiments and procedures in the field of
Fibrotic tissue other than LK Fibrosis. In furtherance of the
foregoing, ProPharma shall and hereby does grant Medi-Pharma
unrestricted access (except for DAVANAT) to any and all chemical or
molecular designs now owned by Pro-Pharma with respect to the
general use of polysaccharides in the area of Fibrotic tissue for
use by Medi-Pharma in applications other than for an LK Fibrosis,
and in turn Medi-Pharma shall and hereby does grant
1
Pro-Pharma unrestricted access to any and all of
its chemical or molecular designs with respect to the general use
of polysaccharides in the area of Fibrotic tissue for use by
Pro-Pharma in LK Fibrosis (but not in non-LK Fibrosis indications).
In the event Medi-Pharma inadvertently develops during the
Exclusivity Period a therapy for the indication of LK Fibrosis,
MediPharma hereby grants Pro-Pharma an exclusive right, exercisable
within one hundred twenty (120) days after written notice from
MediPharma, to commercially exploit such therapy for a Fair Royalty
(as hereinafter defined).
3.
Acknowledgement and Transfer with respect to Applications other
than Fibrosis . It is acknowledged that Pro-Pharma has engaged
in research and clinical development of regiments, procedures and
specific drugs and has obtained patents and has patents pending,
all with respect to the use of polysaccharides in disease
indications defined as Oncology, including a drug known as
DAVANAT ® (collectively “Oncology
Indications”). In this connection, it is agreed and
understood that Medi-Pharma shall have the unrestricted right to
engage in research, evaluate, clinically develop, market and
otherwise commercially exploit regiments and procedures involving
the use of polysaccharides for the treatment of all disease
indications other than Oncology Indications and other than Fibrosis
indications, which are specifically dealt with in Section 2
herein. In furtherance of the foregoing, Pro-Pharma shall and
hereby does license to Medi-Pharma in perpetuity any and all
research data, chemical and molecular designs and other
intellectual property rights (collectively “Items of
IP”) now owned by Pro-Pharma with respect to the use of
polysaccharides in the prevention and treatment of Arterial Cardiac
Syndrome, Congestive Heart Failure and
Arteriosclerosis/Artheroscelerosis, as well as any other
polysaccharides for use in the prevention and treatment of heart
diseases (“Heart Indications”). The parties agree that
the Items of IP are licensed to Medi-Pharma pursuant to the
preceding sentence are licensed “as is, where is”, with
no warranties express or implied, and that Pro-Pharma shall be
under no obligation to indemnify or hold Medi-Pharma harmless
against any claim by a third par
