License Purchase and Termination Agreement, dated December 24, 2015, by and between ULURU Inc., Altrazeal Trading GmbH, and IPMD GmbH

 

 

entered into and agreed to among

 

IPMD – International Pharma and

Medical Devices GmbH

FN 385854h

Commercial Register Vienna

Schreyvogelgasse 3/5

1010 Wien

 

(hereinafter IPMD) and

 

Altrazeal Trading GmbH

FN 314063h, Commercial Register Vienna

Schreyvogelgasse 3/5, 1010 Wien

 

(hereinafter Altrazeal)

 

jointly as “Licensees” on the one part and

 

ULURU Inc.

Nevada corporation

Reg.No. NV19871033364

4452 Beltway Drive

Addison

TX 75001

USA

 

as “Licensor” on the other part as follows:

 

 

1.OBJECT OF AGREEMENT

 

1.1.IPMD holds all rights and obligations of licensee under the License and Supply Agreement dated January 11, 2012 by and between Licensor and Melmed Holding AG, as amended by Amendment No. 1 dated December 21, 2012, Amendment No. 2 dated December 21, 2012 and Amendment No. 3 dated February 2, 2014 (the (“License Agreement”) with respect to the territories listed on Exhibit A as the IPMD Territories (the “IPMD Territories”);

 

1.2.Altrazeal holds all rights and obligations of licensee under the License Agreement with respect to the territories listed on Exhibit A as the Altrazeal Territories (the “Altrazeal Territories”; collectively with the IPMD Territories, the “Territories”).

 

1.3.Licensor is the licensor under the License Agreement;

 

1.4.Each of the Parties has determined that it is in its best interest for all rights and obligations under the License Agreement to be assigned to Licensor on the terms and conditions of this Agreement.

 

2.ASSIGNMENT AND TERMINATION

 

2.1.Pursuant to the terms and conditions of this Agreement and an Assignment Agreement in the form attached hereto as Exhibit E (the “Assignment Agreement”), at Closing, (a) Licensees shall transfer, assign and convey to Licensor all of rights of licensee under the License Agreement and all obligations under the License Agreement arising after and based upon events occurring after Closing, and (b) subject to Section 6.3, Licensees shall transfer, assign and convey to Licensor all of rights of Licensees under the Listed Agreements (as defined in Section 4.1.5) and all obligations under the Listed Agreements arising after and based upon events occurring after Closing (such transfers, the “Assignment”).

 

2.2     The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place no later than one business day (defined to include any date that the Common Stock is traded on a U.S. market) after the Effective Date (the date such Closing actually occurs, the “Closing Date”).  The Closing shall occur by means of delivery by Licensees of the closing deliveries described in Section 3.5 and by the payment by Licensor of all Transfer Fees required to be delivered at Closing under Section 3.3; provided that if the Transfer Fees are paid in Common Stock, this requirement will be satisfied by the issuance of irrevocable instructions to the transfer agent of the Licensor with respect to such shares of Common Stock). For purposes of this Agreement, “Closing Date” shall mean the time and date as of which the Closing actually takes place.

 

3.CONSIDERATION

 

3.1.As consideration for the Assignment from IPMD, with respect to the IPMD Territories and otherwise, Licensor shall pay to IPMD € 703,500 -- (say: EURO seven hundred and three thousand and five hundred), to be paid as set forth in Sections [3.3 and 3.4] (the “IPMD Transfer Fee”).

 

3.2.As consideration for the Assignment from Altrazeal, with respect to the Altrazeal Territories and otherwise, Licensor shall pay to Altrazeal € 1,800,000 -- (say: EURO one million eight hundred thousand), to be paid as set forth in Sections [3.3 and 3.4], and subject to any adjustments set forth therein (the “Altrazeal Transfer Fee”; together with the IPMD Transfer Fee, the “Transfer Fee”).

 

3.3  (a) The IPMD Transfer Fee shall, entirely and without any reductions or offsets,  be paid on the day of Closing.

 

(b) The Altrazeal Transfer Fee shall be entirely be paid on the Closing Date and shall be, €1,800,000, offset by € 229,729, for a net payment of € 1,570,271 (the “Altrazeal Net Fee”), without any other reductions or offsets.

 

(c) The Transfer Fees already reflect an adjustment in the amount €646,500, representing the accounts payable owed by Altrazeal to Licensor as of December 31, 2014, which account will be deemed to have been paid as of Closing as a result of a deemed offset reflected in the calculation of the Transfer Fees according to 3.3 (b).  No other amounts owed to Licensor shall be deemed to have been offset unless expressly set forth herein.

 

(d) Licensor shall pay to IPMD an amount equal to €56,512 as reimbursement for professional expenses (the “Professional Expense Reimbursement”) on or before December 31, 2016, and Licensor shall pay to Altrazeal an amount equal to €88,834 (the “Inventory  Payment”) on or before December 31, 2016 as the purchase price for the 21.151 units of the Product that IPMD had in its possession as of December 31, 2014, of which no unit has been returned to Licensor Prior to Closing (with the remaining 21.151 units not yet returned being the “Outstanding Product”). The Professional Expense Reimbursement, and the Inventory Payment shall be paid in cash if Licensor completes a financing of more than $1,000,000 (a “Qualified Financing”) on or before December 31, 2016.  If Licensor does not complete a Qualified Financing on or before December 31, 2016, or at any time upon written notice from IPMD or Altrazeal, as applicable, the Inventory Payment and Professional Expense Reimbursement shall be paid in Common Stock.  If paid in shares of Common Stock, the shares of Common Stock shall be deemed to have a value equal to 110% of the average of the closing price for the Common Stock on the OTCQB stock market for the 10 trading days preceding the earlier to occur of (a) the receipt of written notice demanding payment in shares of Common Stock by IPMD or Altrazeal, or (b) December 30, 2016.

 

(e)  As of Closing, Licensor shall, and hereby does, forfeit and transfer back to Altrazeal any ownership interest Licensor has in Altrazeal.

 

3.4   (a) In the discretion of Licensor, all, but not less than all, of the Transfer Fees may be paid in shares of common stock of Licensor (“Common Stock”), and warrants to purchase Common Stock in the form attached hereto as Exhibit B (a “Warrant”), of Licensor (with such shares and Warrants collectively being referred to as “Payment Securities”).

 

(b)  If paid in Payment Securities, the IPMD Transfer Fee, shall be  2,095,241 shares of Common Stock and Warrants to purchase  209,525 shares of Common Stock at an exercise price of $ 0.68.  If paid in Payment Securities, Altrazeal Net Fee shall be  4,441,606 shares of Common Stock and Warrants to purchase  444,161 shares of Common Stock at an exercise price of $0.68 per share.

 

3.5   (a) As a condition of the obligation of Licensor to pay the Transfer Fees, at Closing, Licensees shall cause to be delivered to Licensor (i) a termination agreement in the form attached hereto as Exhibit C (the “Termination Agreement”) executed by the Licensees and Finron Ltd, Cyprus (“Finron”) with respect to the Binding Term Sheet dated May 12, 2015 among Licensor, IPMD and Finron, as amended by the Amendment dated July 13, 2015 to the Binding Term Sheet regarding the acquisition of 75% of the share capital of Altrazeal Trading GmbH, (ii) evidence in a form reasonably acceptable to the Licensor executed by Finron that Finron is no longer an equity holder of Altrazeal, (iii) the Assignment Agreement duly executed by the Licensees.

 

(b)   In addition, at the Closing, Licensee shall deliver to Licensor an Assignment Agreement and Assumption Agreement substantially in the form of Exhibit E with respect to each of the Listed Agreements identified on Schedule 4.1.5(a), executed by the appropriate Licensee and, if application, the affiliate of Altrazeal that is the sublicensor under the respective Listed Agreement.

 

(c) In addition, at the Closing, Licensee shall deliver to Licensor a Consent substantially in the form of Exhibit D with respect to each of the Listed Agreements identified on Schedule 4.1.5(a), executed by the counterparty to the underlying Listed Agreement; notwithstanding the foregoing, if a Licensee is unable to deliver a complete executed Consent with respect to a Listed Agreement by Closing despite using its best efforts, the Closing shall occur and Licensor shall use its best efforts to obtain all required Consents within 60 days of Closing.

 

4.REPRESENTATIONS AND WARRANTIES

 

4.1.Each Licensee represents and warrants to Licensor with respect to its rights and obligations under the License Agreement and itself, its acts or omissions and its affairs (as applicable) as follows:

 

4.1.1.OWNERSHIP

 

Licensees are the sole licensees under the License Agreement, and no person has any valid claim to be licensee, or possess any rights of licensee under, the License Agreement. Neither the License Agreement nor the rights of either Licensee thereunder are subject to any pledge, encumbrances or rights of third parties of any kind. There are no undisclosed partnerships or interests and no subparticipations; except as provided in the Listed Agreements, no person has any option or other right to acquire or obtain an interest in the License Agreement or any rights of licensee thereunder.

 

4.1.2.INVENTORY AND FINANCIAL STATEMENTS

 

All units of Returned Inventory are and will be in the same condition as when received by the respective Licensee, and are and will be free of pledges, rights of liens, encumbrances or other rights of third parties.  All financial statements provided by the Licensees to the Licensor are true, correct and complete and reasonably represent the status and operations of the respective Licensee during the period covered by the financial statements.

 

4.1.3.LITIGATION

 

Neither Licensee is party to any legal proceedings in courts or any arbitration proceedings related to the License Agreement, the Product, the Returned Inventory or any matter related to the License Agreement, the Product or the Returned Inventory, and no such legal proceedings or claims have been asserted or threatened.

 

4.1.4.TAXES AND DUTIES

 

Licensees represent and warrant that all taxes and duties of whatever kind connected with the License Agreement or the Returned Inventory have been paid, and no such liability shall transfer to the Licensor as a result of this Agreement or any transactions effected thereby.

 

4.1.5.RELATED AGREEMENTS

 

(a) Licensees represent and warrant that set forth on Schedule 4.1.5(a) (i) under the heading “Distribution Agreements” is a list (including name, date and parties) of all agreements, licenses or other documents of any kind (written or oral, and if oral with a summary of all terms, and including all amendments) to which any Licensee is a party authorizing any person to distribute or sell the Product in the Territories, together with related consulting agreements (the “Distribution Agreements”), (ii) under the heading “Consulting Agreements” is a list (including name, date and parties) of all agreements, licenses or other documents of any kind (written or oral, and if oral with a summary of all terms, and including all amendments) for consulting services related to the Distribution of the Product to which any Licensee is a party (the “Consulting Agreements”), and (iii)  under the heading “Vendors” is a list (including name, date and parties) of all agreements, licenses or other documents of any kind (written or oral, and if oral with a summary of all terms, and including all amendments) with suppliers providing services related to the distribution of the Product and not included in (ii) or (iii) above (the “Vendor Agreements”; together with the Distribution Agreement and the Consulting Agreement, the “Listed Agreements”).  Other than as set forth in the Listed Agreements, neither of the  Licensees nor any of their affiliates have entered into any agreement or authorized or permitted any person to sell or distribute Product in the Territories or party to any agreements related to the distribution of Product in the Territories.  None of the Listed Agreements are subject to any liens, encumbrances or other rights of third parties. None of the parties to the Listed Agreements is an affiliate of any Licensee or under common control with any Licensee. The Listed Agreements are valid, binding and enforceable against the parties thereto. No party to any Listed Agreement is in default under any such Listed Agreement (other than as a result of a failure to meet sales targets) or has any liability or obligation to any party to the Listed Agreement that should have been fulfilled but has not been fulfilled. The Licensees and their affiliates have no outstanding payment obligations under any Listed Agreement.  All assignments of the Listed Agreements will be from a Licensee and any other third party that is the licensor under such agreement.  True, correct and complete Listed Agreements have been provided to Licensor as of the Closing.

 

(b) The Licensees have no knowledge of any existing claims under the License Agreement or any Listed Agreement or any facts that could form the basis of a claim under the License Agreement or Listed Agreements. Neither Licensee is bound by any outstanding judgment, injunction, order or decree related to the License Agreement, a Distribution or otherwise, including without limitation any such judgement, injunction order or decree that would prohibit or affect in any way the transactions effected or contemplated by this Agreement.

 

(c)  Set forth in Schedule 4.1.5(c) is the volume of Product distributed under each of the Distribution Agreements in 2014 and 2015 (separated by year and by country).

 

4.1.6.COMPANY INFORMATION

 

Each Licensee has full company power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly executed and delivered by Licensees and constitutes the legal, valid and binding agreement of Licensees enforceable against each of the Licensees in accordance with its terms, except as such enforceability may be limited by bankruptcy and the laws affecting the enforcement of creditors’ rights generally or equitable principles.  All board, shareholder, member and other corporate approvals necessary to approve this Agreement and the transactions contemplated thereby on the part of Licensees have been obtained, definitive evidence of which has been delivered to Licensor prior to the Closing.

 

4.1.7.COMPLIANCE WITH LAW AND SOLVENCY

 

The Licensees have, to their best knowledge, operated at all times in compliance with all laws, rules and regulations applicable to the Licensees and their operations.  Each of the Licensees is, and will be following closing, “solvent” in that (a) the fair market value of its assets exceeds its liabilities, and (b) it is able to pay its debts as they become due.

 

4.1.8.NO CONSENTS

 

The execution, delivery and performance by Licensees of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the articles of association, by-laws or other organizational documents of either Licensee; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Licensees; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which any Licensee is a party or to which any of them are bound; or (d) result in the creation or imposition of any lien or encumbrance on the Licensor. No consent, approval, waiver or authorization is required to be obtained by the Licensees from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Licensees of this Agreement and the consummation of the transactions contemplated hereby.  Without limiting the generality of the foregoing, the Licensees represent and warrant the IPMD is the sole equity holder of Altrazeal and that neither Finron nor any other person holds an equity interest in Altrazeal as of the Effective Date, the date of Closing and all dates on which the transactions contemplated by this Agreement were approved.

 

4.1.9    NO BROKERS

 

Neither Licensees nor their affiliates have engaged any broker, placement agent or other person with respect to the transactions contemplated by this Agreement or any other person that could reasonably claim a right to compensation as a result of the closing of the transactions contemplated by this Agreement. Neither Licensees nor their affiliates have engaged any broker, placement agent or other person with respect to the License Agreement or any of the Listed Agreements or any other person that could reasonably claim a right to compensation as a result of Licensor’s assumption of obligations arising after closing under the Listed Agreements.

 

 4.1.10.SECURITIES REPRESENTATIONS

 

(a) Licensees are the sole and true parties in interest in acquiring Payment Securities.  Licensees are acquiring the Payment Securities and have no intent to distributing the Payment Securities to, or managing the Payment Securities with, any other persons.

 

(b) Each Licensee acknowledges and represents that it has received and reviewed a copy of all Annual, Quarterly, and Current Reports filed by the Licensor with the U.S. Securities and Exchange Commission since March 31, 2015 (the “Current Filings”) and been given a reasonable opportunity to review all documents, books and records of Licensor pertaining to this investment, and has been supplied with all additional information concerning Licensor and the Payment Securities that has been requested by such Licensee, has had a reasonable opportunity to ask questions of and receive answers from Licensor or its representatives concerning this investment, and that all such questions have been answered to the full satisfaction of Licensee. No Licensee has received, and or is  receiving, any representations, written or oral, from Licensor or its officers, directors, employees, attorneys or agents other than those contained in this Agreement and the Current Filings.  In making his/its decision to execute this Agreement and authorize or participate in this Agreement each of Licensees has relied solely upon its review of the Current Filings, this Agreement, and independent investigations made by it or its representatives without assistance of Licensor.

 

(c) Licensees understand that (i) Licensees must bear the economic risk of the investment in the Payment Securities for an indefinite period of time because the Payment Securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or qualified under the Securities Act or the securities laws of any other jurisdiction and (ii) the investment in Licensor represented by the Payment Securities is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part. The Licensees understand that the certificates evidencing the Payment Securities will bear restrictive legends unless and until such legends may be removed under governing law.

 

(d) Each Licensee is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act, in that the Licensee is one of the following: (i) an organization such as a corporation or GmbH or similar business trust, or partnership, not formed for the specific purpose of acquiring the Payment Securities, with total assets in excess of $5,000,000, (ii) an entity in which all equity owners are accredited investors in that each equity owner is a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 or a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. Licensees are domiciled, and operate their business, solely outside of the United States.

 

5.INDEMNIFICATION

 

5.1.Each Licensee unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Licensor and each of Licensor's officers, directors, employees, successors or assigns (Licensor and such persons are collectively referred to as the “Licensor's Indemnified Persons”) from and against, and shall reimburse Licensor's Indemnified Persons for, each and every Loss (as defined below) threatened against, paid or incurred by, or imposed on, any Licensor's Indemnified Person, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty given by such Licensee, any breach or nonfulfillment of any covenant, agreement or other obligation of such Licensee under this Agreement, the schedules to the Agreement, or any agreement, schedule, certificate or other document delivered or to be delivered by Licensees pursuant hereto in any respect; and (b)any claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment.  “Loss” means any loss, damage, injury, harm, detriment, decline in value, lost opportunity, liability, exposure, claim, demand, proceeding, settlement, judgment, award, punitive damage award, fine, penalty, tax, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and other professional advisors).

 

If any proceeding shall be brought or asserted under this Section 5 against a Licensor’s Indemnified Person by a third party in respect of which indemnity may be sought under this Section 5, from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Licensor’s Indemnified Person shall undertake the defence, compromise or settlement of such proceeding , and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Licensor’s Indemnified Person defence thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith.

 

5.2All other legal rights or remedies of Licensor are not affected by this Section 5.

 

5.3All representations and warranties shall survive until the expiration of the applicable statute of limitations.

 

6.COVENANTS

 

6.1COOPERATION

   

Each Licensee will, upon the request of the Licensor from time to time after the Closing, execute and deliver, and use their best efforts to cause other persons to execute and deliver, all such further documents and instruments, and will do or use their best efforts to cause to be done such other acts, as Licensor may reasonably request in order to consummate more completely and make effective the transactions contemplated hereby.

 

6.2  RETURN OF INVENTORY

 

Licensees shall, within 30 days of Closing and to the extent not already returned, return to Licensor all inventory of the Product in its possession or under its control.  To the extent Licensees do not return to Licensor in usable condition within 30 days of Closing a number of units of the Product equal to or exceeding the number of units of Outstanding Product, Licensor, ULURU may deduct from the Inventory Payment €4.20 per unit (translated into dollars using the exchange rate as of the business day prior to the date the Inventory Payment is made) of Outstanding Product not returned in usable condition within 30 days of Closing.

 

6.3      ASSIGNED AGREEMENTS PENDING CONSENTS

 

Notwithstanding the foregoing, nothing in this Agreement shall be construed as an attempt by the Licensees to assign any Listed Agreement to the extent that such Listed Agreement is not assignable without the necessary Consent of the other party or parties thereto.  From and after the date hereof (including after the Closing Date), each of the Licensees agree to use good faith efforts, and to cooperate with each other, to obtain any such consent necessary to transfer any Listed Agreement (each, a “Consent”, and collectively, the “Consents”).  Additionally, each Licensee shall take or cause to be taken all such actions in its name or otherwise as is necessary in order to provide Licensor with the benefits of the Listed Agreements, assuming Licensor reasonably assists in satisfying any obligations that arise thereunder, and to effect collection of money or other consideration that becomes due and payable under the Listed Agreements and convey the same to Licensor.  Following the Closing, pending or in the absence of any such Consent, Licensor and Licensees shall cooperate with each other in any reasonable and lawful arrangements to provide Licensor with the benefits of any Listed Agreement that is not assignable to Licensor. At such time that any such Consent has been obtained, Licensees shall provide Licensor with a copy thereof, and thereafter, the Listed Agreement associated with such Consent shall be assigned or transferred to the Licensor automatically without any other conveyance or other action by the parties.

 

6.4 REGISTRATION RIGHTS

 

Licensor shall prepare promptly and file with the SEC within twenty (20) days after the date hereof, a Registration Statement (the “Registration Statement”) with respect to such number of Payment Securities that it believes it will be permitted to register on behalf of Licensees (pro rata between the Licensees) in a secondary registration under Rule 415 under the Securities Act, 2,500,000 of the Payment Securities, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Payment Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times with respect to the Payment Securities of each Investor, other than Permitted Suspension Periods, until the earliest of (i) the date that is six months after the Closing, (ii) the date when the respective Investor may sell all Payment Securities under Rule 144 under the Securities Act without volume limitations, or (iii) the date the Licensee no longer owns any of the Payment Securities (collectively, the "Registration Period").  Notwithstanding anything in this Agreement to the contrary, at any time (a) if Licensor is required to amend a Registration Statement pursuant to Section 10(a)(3) under the Securities Act (including as a result of the filing of a Form 10-K), or (b) Licensor is required to amend a Registration Statement or prospectus to describe a fundamental change in the information set forth in the Registration Statement or prospectus (including, without limitation, any transaction with respect to which Licensor is required to update the Registration Statement to include financial statements and pro forma financial statements required by Rule 3-05 of Regulation S-X or similar provisions applicable to smaller issuers), Licensor shall be allowed up to thirty (30) days from the date the amendment is required in order to file an amendment to the Registration Statement and until the sixtieth day following the date the amendment is required in order to cause the amended Registration Statement to be effective (such 60-day period, the “Permitted Suspension Period”); provided, that Licensor shall promptly after the occurrence of the event requiring amendment (X) notify the Licensees in writing of the existence of such material non-public information giving rise to a Permitted Suspension Period, (Y) advise Licensee in writing to cease all sales under the Registration Statement until the end of the Permitted Suspension Period and (Z) use its reasonable efforts to cause the Permitted Suspension Period to terminate as soon as practicable.  Licensee shall not sell under the Registration Statement during any Permitted Suspension Period or at any time Licensee’s control persons are in possession of material non-public information.  It shall be a condition precedent to the obligations of Licensor to complete the registration pursuant to this Agreement with respect to the Payment Securities of any Licensee that such Licensee shall timely furnish to Licensor such information regarding itself, the Payment Securities held by it, and the intended method of disposition of the Payment Securities held by it, as shall be reasonably required to effect the registration of such Payment Securities and shall timely execute such documents in connection with such registration as Licensor may reasonably request.

 

7.MISCELLANEOUS PROVISIONS

 

7.1.This Agreement shall be governed and construed according to the laws of the State of Delaware, excluding its conflict of law rules.

 

7.2.All disputes between the Parties arising from this Agreement or in connection with it shall be resolved in the courts located in the State of Delaware, and all Parties agree to the exclusive jurisdiction and venue of such courts.

 

7.3.All notices and declarations of one Party to the other are to be sent in writing to the addresses set out in this Agreement.

 

 

7.4.Should a provision of this Agreement be invalid or ineffective the validity or effectiveness of the remaining provisions of this Agreement shall not be affected. The Parties in such a case will try to replace the invalid or ineffective provision by valid or effective provisions which come closest to the intention of the Parties.

 

7.5.The Parties acknowledge that Licensor is required by law to disclose all terms of this Agreement and to file a copy with the U.S. Securities and Exchange Commission.

 

7.6.The fees / costs of legal and other counsel engaged by a Party and all taxes and duties which become due for a Party in connection with this transactions shall be borne by the respective Party.

 

7.7.This Agreement and its exhibits and schedules, which all form integral parts of this Agreement, shall comprise the whole and complete understanding of the Parties regarding the subject of the Agreement. There do not exist any other agreements. Changes and amendments have to be made in written form, as well as a change of the provision contained in this Section.  Counterpart signature pages to this Agreement delivered by facsimile or .pdf shall be valid as original counterpart signature pages.

 

7.8        No Party may assign any right or obligation under this Agreement without the prior written consent of the other Parties hereto, such consent not to be unreasonably withheld.

 

 

 

[Intentionally Left Blank; Signature Page Follows]

TERRITORIES

IPMD Territories

Middle East (excluding Jordan and Syria)

Altrazeal Territories

European Union , Australia, New Zealand, North Africa, Albania, Bosnia, Croatia, Kosovo, Macedonia, Montenegro, and Serbia

Warrant Shares:

[___]

Issue Date:

December [__], 2015

Expiration Date:

December [__], 2016

5.  

Miscellaneous.

By:

/s/ Terrance K. Wallberg

Name:

Terrance K. Wallberg

Title:

Vice President and Chief Financial Officer

By:

/s/ Martin Egger

Name:

Martin Egger

Title:

Managing Director

By:

/s/ Klaus Kuehne

Name:

Klaus Kuehne

Title:

Managing Director

K.A.B. Krankenhaus

07/02/12

Austria

MSR

10/20/14

Australia,  New Zealand

Ex Pharma

02/28/13

Czech Republic,  Slovakia

SP Care

June 2013

Portugal

Agmar

07/26/13

Croatia, Slovenia

Farmix d.o.

09/11/13

Serbia, Macedonia, Montenegro

Co.Medprom d.o.o.

09/13/13

Bosnia, Herzegovina

Al Hamaed Medical Company

12/31/13

Saudi Arabia

Gd Medical Ag

02/07/14

Switzerland

RAD

04/10/14

Greece

Biovirtus / GMS

04/15/14

Italy

Remedia S.A.

06/11/14

Romania

Akanni  Healthcare GmbH

09/12/14

Germany

Al-Hikma FZCO

11/03/14

Middle East

Altrazeal Europe (Spain)

09/01/14

Spain, Ireland

Ex Pharma s.r.o & Toromedical d.o.o.

07/30/13

Serbia, Macedonia, Montenegro, Albania, Kosovo, Bosnia

Ex Pharma s.r.o

07/30/13

Croatia, Slovenia

Ex Pharma s.r.o

11/15/13

Serbia, Macedonia, Montenegro

Ex Pharma s.r.o

12/03/13

Spain

Ex Pharma s.r.o

01/28/14

Albania, Kosovo

Gamma Medical

12/14/11

Germany

Human Care International

09/25/13

Portugal, Angola

Ladislav Sabach

Not dated

Czech Republic

Velocitas GmbH

08/09/13

Eastern Europe, Central Asia, South Asia, Middle East

BioTop Medical

11/12/12

EU Authorized Representative

Altrazeal Australasia Pty Ltd

03/14/13

Copyright License Agreement