Assumption Agreement among Bionutrics, Inc., Nostrum Pharmaceuticals, Inc., and Enem Nostrum Remedies Pvt. Ltd. (September 27, 2005)
Summary
Bionutrics, Inc., Nostrum Pharmaceuticals, Inc., and Enem Nostrum Remedies Pvt. Ltd. have agreed that Bionutrics will take over Nostrum's payment obligations to Enem for pharmaceutical development work totaling $1,508,092. In return, Nostrum will receive credit for these payments under a prior Technology License Agreement with Bionutrics. The agreement also confirms the designation of certain generic and 505(b)(2) pharmaceutical products under the License Agreement. The arrangement is effective as of September 14 and 27, 2005, and is confirmed by all parties' signatures.
EX-10.1 2 c39336_ex10-1.txt CONFIDENTIAL TREATMENT REQUEST [*] INDICATES INFORMATION THAT HAS BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST AND THIS INFORMATION HAS BEEN FILED UNDER SEPARATE COVER WITH THE COMMISSION BIONUTRICS, INC. 2415 EAST CAMELBACK ROAD, SUITE 700 PHOENIX, ARIZONA 85022 September 27, 2005 Nirmal Mulye, Ph.D. President Nostrum Pharmaceuticals, Inc. 505 Thornall Street, Suite 304 Edison, NJ 08837 Nirmal Mulye, Ph.D. Director Emem Nostrum Remedies, Pvt. Ltd. Camlin House Andheri (E), Mumbai 400 059 India Re: Assumption of Enem Nostrum Remedies Pvt. Ltd. Obligations Dear Nirmal: This letter serves to confirm the agreements between and among Bionutrics, Inc. ("Bionutrics"), Nostrum Pharmaceuticals, Inc. ("Nostrum") and Enem Nostrum Remedies Pvt. Ltd. ("Enem") regarding the above-reference matters, as follows: (a) Effective September 14, 2005, Bionutrics will assume, and Enem will discharge, Nostrum's obligation to pay Enem $1,191,113.00 for its work in the development of pharmaceutical products for which it has previously submitted invoices, a list of which you have given to Bionutrics. (b) Effective September 27, 2005, Bionutrics will assume, and Enem will discharge, Nostrum's additional obligation to pay Enem $316,979.00 for its work in the development of pharmaceutical products for which it has previously submitted invoices, a list of which you have given to Bionutrics. In consideration of Bionutrics' assumption of the foregoing obligations, Nostrum agrees (i) that the assumption of the obligations and the payments to Enem shall be a credit against Bionutrics' * Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. September 27, 2005 Page 2 obligation pursuant to Section 3.2(c) of the Technology License Agreement dated as of March 16, 2005 between Nostrum and Bionutrics (the "License Agreement") to reimburse Nostrum for reasonable costs and expenses incurred in providing assistance to Bionutrics in the performance of its obligations under Article 3 and (ii) that set forth on Exhibit A hereto are the ten Generic Products and the first of the ten 505(b)(2) Products, which pursuant to Section 2.1(b) of the License Agreement shall be deemed to have been designated by Nostrum and Bionutrics as Products within the Three Year Period (in each case as defined in Article 1 of the License Agreement). September 27, 2005 Page 3 If the foregoing represents your understanding of our agreement, please so indicate by counter signing the enclosed copy of this letter and returning it to me. Very truly yours, /s/ Ronald H. Lane Ronald H. Lane Chairman, CEO and President ACCEPTED AND AGREED: ACCEPTED AND AGREED: Nostrum Pharmaceuticals, Inc. Enem Nostrum Remedies, Pvt. Ltd. By: /s/ Nirmal Mulye By: /s/ Nirmal Mulye ------------------------ ---------------------- Nirmal Mulye, President Nirmal Mulye, Director * Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. September 27, 2005 Page 4 Exhibit A List of Selected Generic Drugs 1. [ * ] 2. [ * ] 3. [ * ] 4. [ * ] 5. [ * ] 6. [ * ] 7. [ * ] 8. [ * ] 9. [ * ] 10. [ * ] Selected 505(b)(2) Drug 1. [ * ] 2. [ * ] 3. [ * ]
