EXHIBIT 10.1
INNOVATIVE DRUG DELIVERY SYSTEMS, INC.
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
March 16, 2005
Xxxxxx X. Xxx, M.D.
000 Xxxxxx Xxx
Xxxxxxxx Xxxxx, XX
Dear Stuart:
The Letter Agreement provides for the Final Milestone Payment to you, Xx.
Xxxxxx Xxx, on behalf of yourself and Calgar Associates and Xxxxxxx Xxxxxxxxx,
under the License Agreement, dated February 25, 1998, as amended by Amendment
No. 1 thereto, dated April 10, 2003 (collectively, the "License Agreement"),
between you and us, Innovative Drug Delivery Systems, Inc., a Delaware
corporation (as successor-in-interest to Pain Management, Inc").
Final Milestone Payment. Pursuant to Section 4.5 of the License Agreement and
Exhibit A thereto, we are making the Milestone Payment with respect to "First
Commercial Sale" as 81 months have passed since the Effective Date, as defined
therein. Simultaneously with your execution and delivery of this Letter
Agreement, we shall deliver to you an aggregate of 169,735 shares (the "Shares")
of Common Stock, $.001 par value, of Intrac, Inc. ("Intrac"), in the following
names and amounts as full payment of such Milestone Payment:
Holders No. of Shares
------- -------------
Xxxxxx Xxx 144,275 shs.
Calgar Associates 12,730 shs.
Xxxxxxx Xxxxxxxxx 12,730 shs.
Pricing. Pursuant to footnote 1 of Exhibit A to the License Agreement, we have
elected to pay the Final Milestone Payment in equity securities. Intrac, a
holding company of which we are its sole subsidiary, is a public reporting
company under the Securities Exchange Act of 1934 and its common stock is
publicly traded on the OTC Bulletin Board.
Status of the Shares. The Shares have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), or any state securities laws,
and the Shares may not be offered for sale, sold, assigned or transferred unless
(i) subsequently registered thereunder, (ii) pursuant to an opinion of counsel
reasonable to Intrac to the effect that the Shares to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from
such registration, or (iii) in accordance with Rule 144(k) under the Securities
Act. A legend shall be placed on the certificates for the Shares referring to
the foregoing restrictions. However, upon full execution of this document, we
will include the Shares in the pending Registration Statement Submission on Form
SB-2 we have filed under the Securities Act. Such shares will be freely
tradeable commensurate with SEC review and approval of the SB2 filing. Should
the shares not be registered in a reasonable timeframe in accordance with all
shareholders co-listed in the SB2 registration statement, the company shall be
required to fulfill the milestone in accordance with the terms of the letter
sent on behalf of Dr. Weg by the law firm of Xxxxxxx and Xxxxxxx dated March 30,
2005, namely $250,000 in cash and the remainder paid in negotiable stock.. The
value of such shares shall be valued in accordance with the value in
fulfillment of the milestone payment as delineated in the above table.
Please acknowledge your agreement to the foregoing by signing and returning
the duplicative original; you may retain the original for your files.
Very truly yours,
Xxxx X. Xxxxxxxxxxx,
President and Chief Executive Officer
AGREED TO THIS ___
DAY OF MARCH, 2005
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Xxxxxx X. Xxx, M.D.
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