1
ITEM 10.7
EXCHANGE AGREEMENT
Exchange Agreement dated as of November 16, 1995, between Harvard
Scientific Corp., a Nevada corporation with its principal address at 0000 Xxxx
Xxxxxxxx, Xxxxx 00, Xxx Xxxxx, Xxxxxx 00000 ("Harvard") and Bio-Sphere
Technology, Inc., a Nevada corporation with its principal address at 0000 Xxx
Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000 ("Bio-Sphere").
W I T N E S S E T H
WHEREAS, Harvard and Bio-Sphere have entered into an agreement
effective January 1994 (the "Existing Agreement") whereby Bio-Sphere
transferred to Harvard certain intellectual property rights and the U.S.
development , manufacturing and marketing rights to the Liposomal PaGE-1
formula for treatment of erectile dysfunction (the "Product") in exchange for
714,000 shares of common stock of Harvard (the "Harvard Stock"); and
WHEREAS, the parties hereto desire to modify the terms of the Existing
Agreement to expand the rights given to Harvard thereunder to the Product,
including to give Harvard full international rights to the Product and the
benefit of existing distribution agreement covering Western Europe and Korea,
respectively, which have been entered into with unrelated third parties, and
the parties have agreed to take certain other action relating to their
relationship, all in exchange for the additional issuance by Harvard to
Bio-Sphere of an aggregate of 6,138,500 shares of Harvard Stock, thereby
resulting in Bio-Sphere's ownership on the effective date thereof of 80% of the
issued and outstanding shares of Harvard Stock, all upon the terms and
conditions herein contained.
2
NOW, THEREFORE, the parties hereto agree as follows:
1. The Existing Agreement relating to the Product is hereby
modified in the following respects:
(a) Article II is hereby modified to provide that
Harvard shall issue to Bio-Sphere, on or promptly
following the date hereof, an aggregate of
6,138,500 shares of Harvard Stock. In addition to
the 714,000 shares previously issued to Bio-Sphere.
Harvard represents that Bio-Sphere's total
ownership will then be 6,852,500 shares, or
approximately 80% of the 8,565,625 shares of
Harvard Stock to be issued and outstanding (after
giving effect to the issuance of such shares to
Bio-Sphere) and after giving effect to all
outstanding option conversation rights and other
rights to acquire shares of Harvard Stock.
(b)
Bio-Sphere acknowledges that the shares of Harvard
Stock to be issued it have not been registered
under the Securities Act of 1933, as amended (the
"Act") and may not be sold or transferred by
Bio-Sphere accept in accordance with the provisions
of the Act.
(c) The parties agree that the value of the additional
technology and rights conveyed hereunder by
Bio-Sphere (together with the other undertakings
made by Bio-Sphere) is equal to the fair market
value of the 6,138,500 shares of Harvard Stock
being issued to Bio-Sphere hereunder.
(d)
Bio-Sphere hereby transfer, assigns and conveys to
Harvard, and Harvard accepts such assignment and
agrees to be bound by, all rights and
responsibilities of Bio-Sphere under those certain
licensing agreements
3
dated November 3, 1995 with Pharma Maehle and dated
January 9, 1995 between Bio-Sphere (as the
Manufacturer) and Sae Han Pharmaceutical Company
Ltd., copies of which agreements being annexed
hereto and made a part hereof.
2. Bio-Sphere agrees to assist Harvard in raising additional working
capital for commercial exploitation and further development of the Product and
marketing and sales thereof, subject to market conditions. Bio-Sphere shall
also undertake, until such capital is raised, to advance up to $150,000 to
Harvard on an interest-free basis for use by Harvard as for additional working
capital.
3. Harvard agrees with Bio-Sphere to use its best efforts to actively
and diligently further develop, including obtaining regulatory clearance for,
and promotion of, the commercial sale of the Product in the U.S. and elsewhere.
4. Except as modified hereby, the Existing Agreement between the
parties shall remain in full force and effect. In the event of any conflict
between the terms of this Agreement and the terms of the Existing Agreement,
the provisions of this Agreement shall govern.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day and year first set forth above.
HARVARD SCIENTIFIC CORP.
By: /s/ XXX X. XXXXXX
---------------------------------
Director, Xxx X. Xxxxxx
November 16, 1995
BIO-SPHERE TECHNOLOGY, INC.
By: /s/ XXX XXXXXXXX
---------------------------------
Vice President, NOVEMBER 16, 1995
