Exhibit 10.18
Samaritan Pharmaceuticals, Inc. and Samaritan Pharmaceuticals Ireland Ltd.,
agreement with Pharmaplaz Ltd., Research, Development and Commercialization
Collaboration Agreement Supplement
This Supplement Agreement ("Licensing Collaboration") between Samaritan
Pharmaceuticals, Inc. and Samaritan Pharmaceuticals Ireland Ltd. ("Samaritan")
with Pharmaplaz Ltd. ("Pharmaplaz") is made and entered into as of the effective
date below. Samaritan and Pharmaplaz have entered into this agreement for the
purpose of allocating between the parties certain rights relating to an SP-01A
project to be carried out by Pharmaplaz and Samaritan (hereinafter referred to
as the "PARTIES").
1. Licensing Collaboration Samaritan hereby issues a collaboration license to
Pharmaplaz for SP-01A (an HIV oral entry inhibitor) which includes all pending
or issued patent rights, technology rights, technical know how, and rights to
inventions made by Samaritan.
2. Financial and Contractual Terms
a. Upon execution of this Licensing Collaboration, Pharmaplaz agrees to pay Samaritan as follows:
Payment 1 March 16, 2007 US$1,400,000
------------------------- -------------------------------------------- -------------------------------
Payment 2 September 16, 2007 US$8,600,000
------------------------- -------------------------------------------- -------------------------------
b. Samaritan will be responsible for all future patent expenses, including
filing, prosecution, and enforcement expenses.
c. The term of Licensing Collaboration is the longer duration of the patent
rights or technology rights.
d. Pharmaplaz will pay for and be responsible for future research and
development to bring the technology to market. Samaritan has no remaining
obligation or performance for future research and development. The $10,000,000
payment is non-refundable. If requested by Pharmaplaz, Samaritan will perform
sponsored research regarding SP-01A or participate as Principal Investigators in
applications for NIH grants, or other grants applications to advance SP-01A, at
Pharmaplaz cost.
e. Samaritan and Pharmaplaz will split 50/50 all revenues stemming from SP-01A.
3. Closing Conditions - This Licensing Collaboration becomes binding on both
parties following the remittance of the US$1,400,000 on March 16, 2007.
4. Press Release - All press releases and other public announcements and
announcements to customers, suppliers, license or regulatory agencies, or
employees regarding this transaction will be prepared jointly by Samaritan and
Pharmaplaz. Samaritan retains the right to make such disclosures as may be
required by applicable law.
5. Binding Effect, Counterparts, Miscellaneous - This supplement agreement is
intended to be a binding agreement between the parties hereto and is intended to
be an expression of entire mutual understandings and agreement. Any
modifications to this supplement agreement shall be made in writing and agreed
to by both parties in writing.
6. Effective Date. The effective date of this supplement agreement is March 9,
2007.
Agreed:
Pharmaplaz
By:/s/Xxxxxxx Xxxxxx Date: May 16, 2007
--------------------
Xxxxxxx Xxxxxx, CEO
Samaritan Pharmaceuticals, Inc.
By:/s/Xxxxx Xxxxxxx Date: May 16, 2007
-------------------
Xxxxx Xxxxxxx, CEO
Samaritan Pharmaceuticals Ireland, Ltd.
By:/s/Xxxxxx Xxxxx Date: May 16, 2007
-------------------
Xxxxxx Xxxxx, CFO
