Item
1.01. Entry into a Material Definitive Agreement.
License
Agreement
On
March 26, 2018, Immudyne, PR, LLC (“Immudyne PR”) a majority owned subsidiary of Immudyne, Inc. (the “
Company
”)
entered into a license agreement (the “Agreement”) with M.ALPHABET, LLC (“Alphabet”), a Florida limited
liability company, pursuant to which Alphabet agreed to license its PURPUREX business which consists of methods and compositions
developed by Licensor for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising (the “
Product
Line
”). Pursuant to the license granted under the Agreement, Immudyne PR obtains an exclusive license to incorporate
(i) any intellectual property rights related to the Product Line (including all patents and patent applications and all claims
and inventions covered by the patents existing as of the date of the Agreement, copyrights, trademarks, trade names, brand names,
and other intellectual property rights) and (ii) all designs, drawings, formulas, chemical compositions and specifications used
or useable in the Product Line (collectively, the “
Licensed Rights
”) into one or more products manufactured,
sold, and/or distributed by Alphabet for the treatment of purpura, bruising, post-procedural bruising and traumatic bruising and
for all other fields of use or purposes (the “
Licensed Product(s)
”), and to make, have made, advertise, promote,
market, sell, import, export, use, offer to sell and distribute the Licensed Product(s) throughout the world with the exception
of China, Hong Kong, Japan, and Australia (the “License”).
Immydyne
PR shall pay Alphabet a royalty equal to thirteen percent (13%) of Gross Receipts (as defined in the Agreement”) realized
from the sales of Licensed Products (the “Royalty”). Further, so long as the Agreement is not previously terminated,
Immudyne PR , also agreed to pay Alphabet Fifty Thousand Dollars ($50,000) on the 120 day anniversary of the Agreement and an
additional Fifty Thousand Dollars ($50,000) on the 360 day anniversary of the Agreement.
Upon
execution of the Agreement, Alphabet will be granted a ten (10) year option to purchase 100,000 shares of the Company’s
common stock at an exercise price of $0.50. Further, if Licensed Products have gross receipts of seven million five hundred thousand
dollars ($7,500,000.00) in any calendar year, the Company will grant Alphabet an option to purchase 100,000 shares of the Company’s
common stock at an exercise price of $0.50; (ii) if Licensed Products have gross receipts of ten million dollars ($10,000,000.00)
in any calendar year, the Company will grant Alphabet an additional option to purchase 100,000 shares of the Company’s common
stock at an exercise price of $0.50 and (iii) If Licensed Products have gross receipts of twenty million dollars ($20,000,000.00)
in any calendar year, the Company will grant Alphabet an option to purchase 200,000 shares of the Company’s common stock
at an exercise price of $0.75.
The
Agreement may be terminated by Immudyne PR upon thirty (30) days written notice to Alphabet.
Upon
conclusion of the one hundred twenty (120) day period (“
Marketing Test Period
”) following the initial airing
or broadcasting of the campaign (whether on television, radio or internet) of a Licensed Product (“
Marketing Start Date
”),
Immudyne PR shall, in its sole discretion, determine whether to proceed with marketing and selling the Licensed Products. In the
event Immudyne PR determines not to so proceed, Immudyne PR shall deliver written notice and the Agreement and the licenses granted
thereunder shall be terminated.
Further,
eitherImmudyne PR or Alphabet may terminate the Agreement and licenses granted thereunder for (i) failure to achieve Gross Receipt
milestones as set forth in the Agreement, (ii) bankruptcy and insolvency and (iii) failure to pay Royalties in accordance with
the terms therein.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.