Agreement

 

CANTABIO will engage NOVALIX to perform the synthesis of compounds identified in the COLLABORATION DATA and to perform hit to lead and lead optimization of selected ABeta binding hits at their normal rates for synthetic chemistry services. NOVALIX shall charge for these services at a competitive market rate, with this quote being generated in good faith to reflect the on-going collaborative relationship between NOVALIX and CANTABIO and agreed by both parties before the commencement of work.

 

1. Payment schedule.

1.1.	A PAYMENT AMOUNT; to partially compensate for screening already performed;  of Euro €70,000 (seventy thousand Euros) can be settled as follows:

1.1.1.

by a single payment of EUR 70,000 which can be paid at any point before the dates mentioned in item 1-c below, including any outstanding interest as specified in item 1-b

1.1.2.

this EUR 70,000 payment will collect accrued interest, calculated annually, of 20%, commencing on the signing date of this agreement

1.1.3.

full payment, including interest, is to be made at the earliest of the following: the date of commercialization, or a date four (4) years after the signing of this agreement (the  “CLOSING DATE”)

1.2.	An additional MILESTONE PAYMENT of EUR 70,000 to be paid immediately upon a COMMERCIALIZATION EVENT for any the compounds, or any screening compounds subsequently derived from them via any medicinal chemistry program, wherever performed.

2. Rights. NOVALIX hereby agrees to grant and hereby grants to CANTABIO a worldwide, exclusive, license, with the right to sublicense, under any NOVALIX Compound Patent Rights and NOVALIX Compound Technology to use the Hit Series compounds, NOVALIX Synthesized Compounds (whether or not synthesized by NOVALIX or by another person or entity), any other compounds synthesized by NOVALIX for CANTABIO against A-BETA, any other compounds delivered by NOVALIX to CANTABIO hereunder and any information disclosed in the Fingerprint Report for any legal purpose, including without limitation to patent, to make, have made, use, sell, re-sell and import and export products of any kind whatsoever, including without limitation any and all products based on, incorporating or comprised of, in whole or in part, any or all of the Hit Series Compounds, NOVALIX Synthesized Compounds, and any other compounds synthesized by NOVALIX for CANTABIO against the A-BETA protein, without further obligation to NOVALIX. These rights will persist for either a period of four (4) years after the date of signing of this agreement, or in perpetuity following payment as agreed under section 1 of this agreement.