Form 8-K for NUVILEX, INC.
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.On November 24, 2014, Nuvilex, Inc., a Nevada corporation (“Company”), entered into a Licensing Agreement (“Agreement”) with Austrianova Singapore Pte Ltd (“Austrianova”), a subsidiary of SG Austria Private Limited and an entity partially owned by the Company, providing the Company with an exclusive world-wide royalty-bearing license (with the right to sublicense) to use the Cell-in-a-Box� live cell encapsulation technology and trademark with genetically modified non-stem cells which are designed to activate Cannabinoids (defined in the Agreement) for research, development and commercialization of treatments for diseases and medical conditions. The Agreement is effective as of December 1, 2014. The license royalty rate is 10% on direct sales and 20% on sales by a sub-licensee, with an initial license fee of $2 million due and payable by the Company to Austrianova by no later than June 30, 2015. The Company has already paid $500,000 of the initial license fee and will make periodic monthly payments of the balance in amounts to be agreed upon between the parties prior to each such payment being made. In addition, the following milestone payments are due as indicated:
Amount Event $100,000 Within thirty days of the beginning the first pre-clinical experiments using the encapsulated cells; $500,000 Within thirty days after enrolment of a human in the first clinical trial; $800,000 Within thirty days after enrolment of a human in the first Phase 3 clinical trial; and $1,000,000 Within ninety days after obtaining the first Marketing Authorization or equivalent according to the country of origin.
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