EXHIBIT 10.4
HEADS OF AGREEMENT
Between: Medivisor Inc. (MV)
000 Xxxx Xxxxxxx Xx.
Xxxxxxxxxx Xxxxxxx, XX 00000
And: Cura Pharmaceuticals Co Inc. (CURA)
000 Xxxxxxxxxx Xxx Xxxx
Xxxxxxxxx, XX, 00000
U.S.A.
INTRODUCTION
This letter agreement, sets out the terms on which MV and CURA agree to enter
for the supply and the marketing of Albumax (Product) in the U.S.A. (the
Territory) to MV.
1 OBLIGATIONS OF THE PARTIES
1.1 CURA will:
(a) Supply and distribute the Product in the Territory as per current Good
Distribution Practices (cGDp)
(b) Provide MV such assistance, advice and guidance as may be required in
order to effectively sell in the Territory.
1.2 MV will:
(a) Be responsible for selling the Finished Product in the Territory
(b) Be responsible for all costs pertaining to the selling of the Product
in the Territory
2 COSTS & REVENUES
2.1 The parties agree to share 50%/50% CURA/MV in the Net Profit derived from
the commercialization of the Finished Product in the Territory.
NET PROFIT shall mean the difference obtained from the Net Selling Price
less (i) the cost of the Finished Product and (ii) the portion of net
profit allocated to Xxxxxxxx Xxxxxxxx, as per agreement signed between
Xxxxxxxx and CURA on May 26, 2006.
NET SELLING PRICE shall mean the selling price authorized for the Finished
Product by the relevant health authorities pursuant to the Marketing
Authorization.
2.2 MV shall guarantee obtaining a minimum of 10,000 units in sales by the end
December 2008. Afterwards, MV shall guarantee obtaining a minimum of 20,000
units in sales every year. Failure by MV to achieve above-stated quotas,
then CURA shall have the right to nominate another entity in the Territory
for the Commercialization of the Finished Product. At such an event, CURA
shall share the net profits 80% for CURA and 20% MV.
HEADS OF AGREEMENT
2.3 Should the market conditions of product result in there being no margin to
be resulted by either party, either party has the right to cancel the
agreement with 90 days notice.
3 DURATION
It is agreed that these Heads will be effective from the date of signature
and shall have a duration of 5 years with effect from the date of
signature.
4 GOVERNING LAW
These Heads are and the Agreement will be governed by State of New Jersey.
5 CONFIDENTIALITY
The parties agree to keep the terms of these Heads confidential and not to
disclose any part of them to any third party without the other's prior
consent.
For and on behalf of:
MEDIVISOR, INC.
/s/
_________________________
Xxxxxxx Xxxxx, CEO
For and on behalf of:
CURA Pharmaceuticals Co. Inc.
/s/ XXXXX XXXXXXXX
_________________________
Xxxxx Xxxxxxxx, President
December 12, 2007
