Item 1.01 Entry into a Material Definitive Agreement
Effective July
1, 2020, RenovaCare, Inc. (the “Company”) and StemCell Systems GmbH (“SCS”) entered into a Strategic Research
and Development Agreement (the “Strategic Agreement”) having an initial term of three years with successive
one-year extensions unless earlier terminated. Capitalized terms used in this Item 1.01 and not otherwise defined shall have the
meaning ascribed to it in the Strategic Agreement.
As
stated in the Strategic Agreement its purpose is to:
|
(i)
|
enhance the Company’s Technologies,
|
|
(ii)
|
potentially develop additional products based on such technologies,
|
|
(iii)
|
provide access to the consultation services of Dr. Jörg C. Gerlach, M.D and Mr. Thomas Bold,
|
|
(iv)
|
establish the “RenovaCare R&D Innovation Center at StemCell Systems” and
|
|
(v)
|
address, and perform research and engineering services to satisfy the Company’s regulatory requirements and business objectives.
|
SCS will perform the
services to be performed by it as more described in each Statement of Work in accordance with the terms and conditions set forth
in each such Statement of Work or as otherwise provided in the Strategic Agreement. The Company acknowledges that the Services
do not include, and that it is responsible for, regulatory approval, licensing and use of products, including reimbursement.
SCS will deliver to
Company the deliverables, designs, modules, software, products, documentation and other materials specified in the Statement of
Work in accordance with the delivery schedule and other terms and conditions set forth in the Statement of Work to the Company’s
satisfaction.
In addition to the
Services, SCS shall make available to the Company dedicated laboratory space and personnel as more fully described in Exhibit 2.4
to the Strategic Agreement. It shall also provide signage, in a format to be agreed to by its landlord, in close proximity to the
SCS signage, identifying “RenovaCare R&D Innovation Center at StemCell Systems.”
In consideration of
SCS providing the Services and the dedicated laboratory space and personnel it shall receive the fees and reimbursements set forth
on Exhibit 3.3 to the Strategic Agreement.
The
Strategic Agreement may be terminated for “cause” by either Party upon (i) a breach by a Party of the terms
or conditions of the Strategic Agreement and such breach is incapable of cure, or (ii) with respect to a breach capable of cure,
the breaching Party does not cure such breach within fifteen (15) calendar days after receipt of written notice of such breach.
In addition, the Company may terminate for “cause” upon:
(i) the failure of
SCS, on more than three (3) occasions during any successive twelve month period during the Term to deliver the Deliverables, to
the satisfaction of the Company, in accordance with the criteria specified in the Statement of Work relating to such Deliverables,
and provided that the Company has so notified SCS following such failures;
(ii) the sale or transfer
by Dr. Jörg Gerlach of his ownership interest in SCS other than to another co-owner of
SCS or the Company;
(iii) SCS withdrawing
or reducing the consulting services of Dr. Gerlach or Mr. Thomas Bold and any other dedicated SCS Personnel without the prior written
consent of the Company; and
(iv) the failure of
SCS to deliver the Excluded Inventions Schedule and the RRRO on or prior to July 31, 2020.
The Strategic Agreement
may also be terminated by either Party upon written notice to the other Party; however if terminated by the Company without cause,
SCS will be entitled to the Accrued Fees plus the applicable Termination Fee; If terminated by SCS without cause, it will be entitled
solely to the Accrued Fees.
The
foregoing description of the of the Strategic Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Strategic Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated by reference herein.