Exhibit 11.03
MEMORANDUM OF AGREEMENT
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* PARTIES:. IGI, Inc. ("IGI") and Xxxxxxx X. Xxxxxx, MD, Ph.D. ("Xxxxxx")
* EXCLUSIVE LICENSE AGREEMENT:.On or before December 31, 2003, IGI and
Xxxxxx shall enter into an Exclusive License Agreement (the "License")
in accordance with the terms set forth herein and such other additional
terms as mutually agreed by the parties consistent herewith, by which
Xxxxxx will exclusively license to IGI free and clear of any and all
liens, encumbrances, claims or other impairments all rights, title and
interest in and to the Parathyroid Hormone Related Peptide (PTHrP) and
glycoside drugs, formulations and technologies, including without
limitation all patents and patent applications claiming the composition
or methods of use thereof and all related data and know how (the
"PTHrP/GLYCOSIDE Rights") in consideration of upfront payments, the
grant of options to purchase shares of Common Stock of IGI, royalty
payments and/or consideration of an upfront payment, the grant of an
option to purchase shares of Common Stock of IGI, royalty.payments
and/or certain rights to receive a portion of payments received by IGI
upon sublicensing the PTHrP/GLYCOSIDE Rights as set forth below.
* CONSIDERATION UNDER EXCLUSIVE LICENSE AGREEMENT
i. Subject to rights for reimbursement by setoff against
royalty and/or sublicense payments, IGI shall be
responsibility for any and all costs for the prosecution
and oversight of any intellectual property rights related
to the development of the PTHrP/GLYCOSIDE Rights on a going
forward basis, such obligations include, but are not
limited to, the costs incurred by Xxxxxx for the costs of
prosecuting the patents included in the PTHrP/GLYCOSIDE
Rights on or after January 1, 2003.
ii. Upon execution of this Memorandum of Agreement, Xxxxxx
shall receive from IGI a non-refundable payment of $50,000.
iii. Upon execution of the Exclusive License Agreement, Xxxxxx
shall receive from IGI payment in the amount of $50,000.
iv. Xxxxxx shall receive from IGI payment in the amount of
$100,000 upon the earlier of (i) the initiation of the
PTH(7-34) human chemotherapy alopecia trials, (ii) equity
acquisition by a third party of 20% or more of IGI's
outstanding common stock, or.(iii) January 1, 2004.
x. Xxxxxx shall receive from IGI payment in the amount of
$100,000 on.June 1, 2004.
vi. IGI shall guarantee the payments under (iii)-(v) above by a
promissory note to be executed simultaneously with the
Exclusive
License Agreement.
vii. Upon execution of the Exclusive License Agreement, IGI will
grant to Xxxxxx options to purchase 300,000 shares of IGI's
Common in accordance with the terms and conditions of the
Company's stock option plans.
viii. If IGI grants to a third party a sublicense to the
PTHrP/Glycoside Rights, IGI will pay to Xxxxxx 50% of cash
received for upfront and milestone payments and 50% of
royalties on net sales received by IGI from its sub-
licensee. However, Xxxxxx shall not be entitled to any such
payments until such time as IGI has recover 100% of the
amount of the payments and expenses set forth in (i) - (v)
above.
* EMPLOYMENT AGREEMENT:. Simultaneous with the execution of this
Memorandum of Agreement, IGI and Xxxxxx shall execute a Employment
Agreement effective as of September 26, 2003, under which Xxxxxx shall
serve as IGI's Executive Vice President of Research and Development and
Chief Scientific Officer in accordance with the terms thereof. IGI
shall have the right to terminate Xxxxxx'x employment as provided
thereunder in the event IGI and Xxxxxx have not executed the Exclusive
License Agreement on or before December 31, 2003.
* EXCLUSIVE DEALING:.In recognition of IGI's payment to Xxxxxx of $50,000
upon execution of this Memorandum of Agreement, Xxxxxx agrees not to
enter into any discussions or negotiations with any third party
relative to the acquisition, licensing, assignment or other use of the
PTHrP/GLYCOSIDE Rights.
IN WITNESS WHEREOF, the parties hereunto set their hands and seals this
26th day of September 2003.
IGI, Inc.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Chairman & CEO
/s/ Xxxxxxx X. Xxxxxx, MD, Ph.D.
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Xxxxxxx X. Xxxxxx, MD, Ph.D
