Sunday, May 03, 2015 9:50:28 AM
Radient Is Being Restructured by A Reverse Merger
GS...You still believe the email and facebook reply from GSok you placed on your sticky?
Runcoach You Said"
"Now silence and lack of transparency"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113298052
We felt the same way about lack of transparency for years until all that has transpired is now happening as the 8-K's had mentioned. Glad you think it is 'funny" that we now agreed with you that the Uni-Pharma and AMDL Diagnostics Inc. agreement and royalties are now Void and the Uni-Pharma and Radient agreement from 2011 is still Valid and ongoing and enforceable once the Radient Corporation is reinstated in Delaware.. Look for the Takeover group to reengage with Uni-Pharma that same agreement from 2013 once the Reverse Merger is completed you understand. We know there were two agreements between Radient and Uni-Pharma along with the Uni-Pharma and AMDL Diagnostics Inc. How many more agreements did Uni-Pharma and AMDL Diagnostics Inc. have that we do not know of? And do we know if AMDL Diagnostics Inc. and Uni-Pharma engaged in a new agreement after the 2013 agreement expired with a new one that included a license fee and no royalties? We know from the last 10-K that Radient had 6 agreements with Genway.
8. An exclusive five-year distribution agreement with Uni-Pharma Taiwan (“Uni-Pharma”). This distribution agreement allows Uni-Pharma to market and sell Onko-Sure® in Taiwan, Singapore, and Hong Kong/Macau.
2. "Four distinct exclusive five-year distribution agreements, one three-year distribution agreement, and one two-year distribution agreement, with GenWay Biotech, Inc. (“GenWay”). These six distribution agreements allows Genway to market and sell Onko-Sure® for uses other than colorectal cancer to CLIA-certified laboratories in the U.S. as a lung cancer screen to laboratories in Canada, and the marketing and sales of Onko-Sure® in the United Kingdom, European Union, the Middle East, Russia and Greece."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
The reason we change our story/opinion is that we analyze situations using deductive logic(reasoning) that means we will take what others believe in and if it is valid we take that in consideration..Some would refer that to "Open Mindedness" you understand..Some on this board will not change their story or opinion for years even when the facts have discounted their story/opinion. They use inductive reasoning/logic. We do know some people do change their minds once the facts are presented..Here is an example..
https://en.wikipedia.org/wiki/Deductive_reasoning
https://en.wikipedia.org/wiki/Inductive_reasoning
Here is one example....
GCDx is apparently selling DR-70.
But nobody really knows for sure because GCDx has promised white papers and test results and FDA applications and patents while delivering none of these.
I don't believe anything GCDx says without proof. For example, they call their lung cancer test "new" but I don't think GCDx developed anything new. I think they are simply re-packaging DR-70. In fact I am quite sure of it.
If the Radient PR's taught us anything, it is: never believe a biotech PR without seeing some supporting evidence like SEC filings or journal publications.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112882683
Here are the SEC 8-K filings he is referring to in order to prove his premise using deductive reasoning.
On July 13, 2012, we entered into a license agreement with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test; the intellectual property at issue is specified in the Agreement and is herein referred to as the Licensed Products. Under the Agreement, GCDx will be the only company offering a test specific to lung cancer but will not make, use of or sell any of our other tests using the DR-70 reagents. GCDx will pay an upfront license fee of $200,000 for the Licensed Products and will pay for all costs related to patent and FDA filings for the Licensed Products. Both parties recognize the need for additional development and testing of the Licensed Products to obtain FDA Approval of same. The parties shall meet on a quarterly basis to discuss the Licensed Products and the best ways to ensure protection of same. GCDx shall pay us royalties, which shall be earned only upon actual receipt of payment of revenue or sublicense license fees and sublicense royalty fees by GCDx, as set forth in the Agreement.
Although GCDx will pay all costs related to developing the Licensed Products for commercial applications, including process development costs, clinical study costs and costs related to the FDA filing and approval process, the parties agreed that GCDx shall pay us $150 per hour for any additional services GCDx requests above those services initially contemplated to carry out this development.
The Agreement contains non-compete and confidentiality terms regarding the Licensed Products, the latter of which expires 5 years after the Agreement terminates.
The Agreement shall be in effect until the earlier to occur of: (i) expiration of the last patent issued to us for the Licensed Products, (ii) when GCDx terminates the Agreement by discontinuing the offering of the Licensed Products or the sublicense to do the same, as such discontinuance is defined in the Agreement, for a full calendar year - at which time the license rights will by default return to us, or (iii) by us, if GCDx does not achieve sales necessary to meet the contractually agreed to Minimum Royalty Payments, as such term is defined in the Agreement, for any two consecutive fiscal quarters. Additionally, either party may terminate the Agreement upon 30 days written notice to the other party. The terms of the Agreement provide that if either party terminates the Agreement or the Agreement expires due to nonpayment or otherwise, any and all license rights will revert back to us. Three months after the date of reversion, we will be entitled to enter new contractual agreements with third parties with regard to such rights.
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_8k.htm
The agreement was between Radient and Global Cancer Diagnostics and similar to the Uni-Pharma agreement except AMDL Diagnostics Inc. was not a party to the agreement.
Runcoach.. Here is the reason for the silence and transparency. GS and we agree that Global Cancer Diagnostics is doing what they agreed to in the July 13, 2013 agreement. The name of the test is LC Test which stands for "The Lung Cancer Test" and not LC Sentinel" Test that was referred to on the Provista Diagnostics web page before the agreement between Radient and Global Cancer Diagnostics was finalized.We know from an interview that William stated that he sold his Lung Cancer Test to Provista Diagnostics. We know that William stated in an email and facebook reply that he had :no connections with Radient and Provista". William was bound to a confidentiality clause in the Radient and GCDX agreement and the Radient and Provista Diagnostics agreement along with the collaboration agreement with provista Life Sciences lung cancer test. Is William telling a lie or the truth in the article and/or emails and facebook replys? Or is he telling the truth? Or is he bound by the confidentiality clauses and answering as he should be. Or, is he telling the truth and he did sell his lung cancer test to Provista Diagnostics and he is acting as a middle man for PDX and GCDX is going to either be a wholly owned subsidiary or a Division of Provista Diagnostics? From Deductive reasoning from ALL the facts from SEC 8-K filings it has to be one or the other.
LICENSE AGREEMENT
This License Agreement (the "Agreement"), which shall be effective as of July 13, 2012, is by and between Global Cancer Diagnostics Inc., an Arizona corporation ("GCDx") and Radient Pharmaceuticals Corporation, a Delaware corporation ("RXPC"); and.
Whereas, the GCDx wishes to hold an exclusive global license to a blood test for lung cancer (the “LC Test”), procedures, analyses, data, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the "Intellectual Property");
Whereas, RXPC desires to grant a license to GCDx to commercialize a Lung Cancer Test (the “LC Test”) into the global market;
Whereas, GCDx will not make, use of or sell any other RXPC test using the DR-70 reagents and will be the only company offering a test specific to lung cancer,
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_ex10-1.htm
Lets break down the RXPC and GCDX agreement and present facts to support the agreement two nearly two years after the signing of the agreement.
"Whereas, RXPC desires to grant a license to GCDx to commercialize a Lung Cancer Test (the “LC Test”) into the global market"
William attempted to Trademark the "LC Test" but because the name was generic, it was not accepted. This was an attemt by Genway when we were engaged in agreements with them in 2009. if you notice the first use in commerce below by GCDX..It was October 15, 2012.The agreement between Radient and Global Diagnostics Inc. was finalized between October 2, 2012 and October 14, 2012.We will show why the agreement date was changed numerous times.. The reaso was the closing of the Provista Diagnostics sale by William where he received TWO Million dollars. william couldn't come up with the 280,000 dollars according to the agreement so he placed a $6000 dollar earnest payment until he got the rest of his money from Provista Diagnotics after the September 21, 2012 amended offering totaling $7,485,891.
THE LUNG CANCER TEST
Status
602 - Abandoned-Failure To Respond Or Late Response
Correspondences
Name
GLOBAL CANCER DIAGNOSTICS INC.
First Use In Commerce Date
2012-10-15
https://trademarks.justia.com/860/79/the-lung-cancer-86079607.html
LUNG CANCER TEST
Status
602 - Abandoned-Failure To Respond Or Late Response
Correspondences
Name
GENWAY BIOTECH, INC.
Filing Date
2009-08-31
https://trademarks.justia.com/778/16/lung-cancer-test-77816896.html
https://trademarks.justia.com/860/79/the-lung-cancer-86079607.html
From the Radient and Global Cancer Diagnostics agreement.
"Whereas, the GCDx wishes to hold an exclusive global license to a blood test for lung cancer (the “LC Test”), procedures, analyses, data, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the "Intellectual Property");"
The global market started with the introduction of Bertech in Canada..Who will William and GCDX use for Taiwan, India, China, Korea, Australia,Etc. William has claimed that he has already established Patents in countries overseas.It appears from common sense knowledge he will use Radient partners, mainly Uni-Pharma.
"Whereas, GCDx will not make, use of or sell any other RXPC test using the DR-70 reagents and will be the only company offering a test specific to lung cancer,"
The reason the agreement was specific for "Lung Cancer Only" for the use of DR-70 is because Radient has a 5 Year exclusive LPA from November 2010 with Provista Diagnostics and they are using DR-70 for their breast cancer test. Since Global Diagnostics Inc was a separate entity and even if it is to become one of their wholly owned subsidiaries or division, it had to be specific to the lung cancer test only.
"1.1 "Confidential Information" means any confidential or proprietary information including non-public technical designs, specifications, drawings, dimensions, processes, practices, communications, manufacturing, economic, financial, sales, marketing, management, quality control and other proprietary data, materials, know-how, or information related to the Licensed Products or Intellectual Property as contained in presentations, e-mails, letters, memos, discussions, notes, analyses, documents, practices, studies, reports, budgets, forecasts, and other media of disclosure, which may have been disclosed by either Party to the other Party in verbal, written, graphic, computer or machine recognizable, and/or tangible form, and which is clearly designated, labeled or marked as confidential, e.g. "CONFIDENTIAL", "PROPRIETARY," or its equivalent"
The Confidentiality clause rules out any non-sense and inductive reasoning comments like,"William is using the DR-70 off patent".
1.8 "New Products" means any technologies or diagnostics related to the Licensed Patents or Licensed Know-how.
This is in reference to the two patents pending that William referred to in the Arizona Business video. The ROC of 97 percent mentioned in the video and a AB web site,is the same ROC and Lung cancer test that was mentioned in a PR from 2010 by Radient..
The May 30, 2013 Video..
http://azbio.tv/video/76134461f30e472d8f08be36f73bc095
Global Cancer Diagnostics Inc.
Global Cancer Diagnostics is introducing a blood test for Lung Cancer that is 97% Accurate in the early stages when the disease is most treatable. The Lung Cancer Test will become available mid-October focusing on saving lives.
http://www.azbio.org/member-directory/global-cancer-diagnostics-inc
Radient Pharmaceuticals And Provista Life Sciences Announce New Blood Test For Lung Cancer October 14, 2010
"The study included men and women between 20-76 years of age. The data generated in this final study proved consistent with previous findings and produced positive clinical performance marks of 87% sensitivity; 95% specificity; and an ROC Accuracy of 0.97."
http://www.pharmaceuticalonline.com/doc/radient-pharmaceuticals-and-provista-life-0001
1.13 "Territory" means any and all countries in the world.
6.Registration of Product
6.1 GCDx will be responsible for registering the Licensed Product(s) as may be required by the various countries in which a Licensed Product may be sold. This registration process, including FDA approval(s) and approvals by Health Canada, with all accompanying expenses, including additional clinical tests and data as may be required, will be paid solely by GCDx.
The first global territory introduced was Canada.
Global Cancer Diagnostics grants first international license for The Lung Cancer Test to Bertech
Global Cancer Diagnostics announced the signing of a license agreement with Bertech Diagnostics of Edmonton, Alberta.
This agreement enables Bertech to sell The Lung Cancer Test in Canada. With this partnership, The Lung Cancer Test will continue its rapid expansion for use by current and former smokers. The Lung Cancer Test was introduced to the U.S. marketplace in late 2014.
1.11 "Subsidiary(ies)" means any corporation, GCDx, affiliate, or other entity, whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, now or hereafter, owned or controlled, directly or indirectly by a Party, but such corporation, company, affiliate, or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.
"Subsidiar"y means the agreement can expand to Provista Diagnostics if Global Diagnostics becomes a wholly owned or subsidary of PDX in the future.
1.14 "Tests" means the tests, procedures, analyses, data, manufacturing processes, components, and intellectual property related to the tests described in Exhibit A as of the date of this Agreement.
This refers to Dr-70.
10.1 This Agreement shall become effective upon the date of signing by both Parties and continue in effect until the earlier to occur of: (i) expiration of the last patent issued to RXPC for the Licensed Products, (ii) when GCDx terminates this Agreement by discontinuing the offering of the Licensed Products or the sublicense to do the same. GCDx shall be deemed to have discontinued the offering of the Licensed Products when GCDx no longer offers, or has reasonable offers for, any of the Licensed Products and no longer receives revenue from any unaffiliated third party, other than GCDx, from sales of any of the Licensed Products during any full calendar year. At such date the license rights will by default return to RXPC, or (iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters.
(i) expiration of the last patent issued to RXPC for the Licensed Products,
(iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters.
This means that the agreement has been terminated and Global Cancer Diagnostics can now sell the "Lung Cancer Test off patent. Is this why GCDX waited until November 2014 to introduce the product. No...This is why the agreement was terminated on July 1, 2013."(iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters."
"Funny" Now the inductive reasoners who claimed that there was no agreement signed over the last three years will now say that one was signed and it is now void...True, it is void. BUT, there is still an agreement with Provista Diagnostics Inc.that owns the rights of DR-70 through the LPA of 2010. The inductive reasoners who believe that the emails,facebook replies are true, will also have to believe that William truly did sell his lung cancer test to Provista Diagnostics in 2012. After the agreement between Radient and Global Cancer Diagnostics agreement was terminated, the use of DR-70 reverts back to Provista Diagnostics Inc.and Radient according to the 5 year exclusive agreement between Radient and Provista Diagnostics in November 2015. That agreement is still in force with no clause pertainging to the last DR-70 patent expiring as was included in the Uni-Pharma and Global Diagnostics Inc. agreements. This is why we believe that Provista Diagnostics will either Reverse Merge with Radient or Reverse Triangular merger. Here is the Agreement between Radient and Provista Diagnostics.
Reverse Triangular Merger
http://us.practicallaw.com/3-382-3772
"11/02/10) - Radient Pharmaceuticals Corporation (RPC) (AMEX:RPC - News) announced today it has entered into an exclusive 5-year Laboratory Services Agreement (LSA) with Provista Diagnostics Inc. (Provista). Provista conducts diagnostic research and provides CLIA laboratory developed tests and services to the general public.Under the terms of the LSA, Provista will have the exclusive rights in the U.S. to develop and market CLIA laboratory developed tests (LDTs) for cancer screening purposes using RPC's proprietary polyclonal antibodies for fibrin and fibrinogen degradation products (FDP)."
"Provista CEO William Gartner commented, "We have already successfully brought one cancer screening test to the market called the BT Test, which is a highly accurate blood test for the detection of breast cancer in women."
http://finance.yahoo.com/news/Radient-Pharmaceuticals-iw-331200218.html
William was CEO of Provista Diagnostics when this agreement was introduced and signed in November 2010. You can bet your life that there is a confidentiality and non-compete clause within the language of that contract. There is also the same between GCDX and Provista Diagnostics after the sale of PLS lung cancer test to Provista Diagnostics. This proof and the fact william is still employed by Provista Diagnostics gives support that Global Diagnostics Inc. was set up to be a wholly owned subsidiary or division of Provista Diagnostics. In the 2010 LOi, Radient and Provista were going to operate as separate entities.
Radient has also begun rolling out a lung cancer screening kit called LC Sentinal in the US with partner, Provista Diagnostics. This kit was co-developed by the two companies and is based on the same technology as Onko-Sure. Provista intends to market the kit initially as a laboratory developed test, in which case, each individual laboratory using the kit will need to validate the test prior to its use. The companies will seek FDA approval for the kit in 2011; once this happens, kits can be marketed much more broadly without the need for validations from individual labs.
It should be noted that Radient is in the process of purchasing Provista Diagnostics, though the terms have not been finalized. The merger will provide Radient with full control of the LC Sentinal test along additional breast cancer and woman’s reproductive cancer tests. This is a natural fit considering the strong ties and synergies between the two companies.
Onko-Sure’s slow start notwithstanding, Radient’s management has big expectations for its product. It is targeting four key markets:
1. Colorectal Cancer (CRC) monitoring in the US and Canada
2. Colorectal Cancer monitoring in international markets
3. Government backed general cancer screening
4. Lung Cancer screening and monitoring in Canada
http://www.proactiveinvestors.com/companies/news/11423/radient-pharmaceuticals-speculation-intensifies-over-commercial-potential-of-onko-sure-cancer-diagnostic-test-11423.html
Radient Pharmaceuticals Corporation (RPC) announced today that it has entered into a letter of intent (LOI) to acquire Provista Diagnostics Inc. (PDI), a Nevada corporation offering laboratory testing services that meet the Clinical Laboratory Improvement Act (CLIA) guidelines. Radient Pharmaceuticals intends to acquire PDI, in a stock-for-stock transaction, when respective due diligence for both companies is successfully completed. The rationale for the merger is that PDI has all rights, patents and trademarks for diagnostic technologies that Radient Pharmaceuticals believes will strengthen and complement its core business. Pursuant to the LOI, Provista will become a wholly-owned subsidiary of Radient Pharmaceuticals.
http://www.pharmpro.com/news/2010/07/radient-pharmaceuticals-acquire-provista-diagnostics-inc
Interview with William after the sale of the Breast and Lung Cancer test to Provista Diagnostics Inc.
Provista to go public with breast, lung cancer testing technology
SUBSCRIBER CONTENT: Dec 30, 2011,
Provista to go public with breast, lung cancer testing technology
Dec 30, 2011,
William Gartner
Recently, Gartner sold Phoenix-based Provista Life Sciences LLC’s breast and lung cancer testing technologies to a new company called Provista Diagnostics Inc., which he intends to take public by the middle of next year.
The lung cancer blood test still is in clinical trials, but Gartner hopes the new company will help the breast cancer blood test penetrate the commercial market.
Meanwhile, Provista Life Sciences will continue developing neurological-disorder diagnostic tools, such as the blood test to help doctors detect Alzheimer’s disease, which is not yet on the market.
http://www.bizjournals.com/phoenix/print-edition/2011/12/30/provista-to-go-public-with-breast.html
Proof that William sold his Lung Cancer Test to Provista Diagnostics as he stated in the interview in December 2011.
"Memory Dx, LLC develops diagnostic tests for central nervous system for early disease detection. The company offers clinical laboratory services such as Alzheimer’s disease and memory loss detection services. It serves medical professionals and patients. Memory Dx, LLC was formerly known as Provista Life Sciences LLC and changed its name to Memory Dx, LLC in April, 2012. The company was founded in 2004 and is based in Phoenix, Arizona. As of April 29, 2014, Memory Dx, LLC operates as a subsidiary of Amarantus Bioscience Holdings, Inc."
http://www.bloomberg.com/research/stocks/private/snapshot.asp?privcapId=30028050
Here are the amendments to the Radient and Global Cancer Diagnostics Inc. agreement.
Filing Date
2012-08-22
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Pursuant to the Agreement, GCDx will pay an upfront license fee of $200,000 and all costs related to patent and FDA filings. A copy of the Agreement was filed as Exhibit 10.1 to the Form 8-K.
"We are currently negotiating with GCDx regarding extension of the required payments under the Agreement. We expect to reach an agreement shortly."
http://www.sec.gov/Archives/edgar/data/838879/000114420412047479/v322161_8ka.htm
In this filing it states that Global Diagnostics is waiting for..
"immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”"
Filing Date
2012-08-24
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Pursuant to the Agreement, GCDx will pay an upfront license fee of $200,000 and all costs related to patent and FDA filings. A copy of the Agreement was filed as Exhibit 10.1 to the Form 8-K.
On August 23, 2012, we agreed to amend Section 3.1 of the Agreement regarding license fee and replace it with the following (the “Amendment”):
“GCDx will pay a License Fee of Two Hundred Fifty Thousand Dollars ($250,000) to RXPC immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”
http://www.sec.gov/Archives/edgar/data/838879/000114420412047957/v322388_8ka.htm
"immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”
Here is the $2,000,000 closing that Radient and William were waiting for..
Filing Date
2012-09-21
http://www.sec.gov/Archives/edgar/data/1539252/000153925212000006/xslFormDX01/primary_doc.xml
The Amended offering and the reason was to pay William $2,000,000.
D/A Documents [Amend]Notice of Exempt Offering of Securities, item 06
Acc-no: 0001539252-12-000006 (33 Act) Size: 11 KB 2012-09-21 021-174213
121103785
http://www.sec.gov/cgi-bin/browse-edgar?company=provista+diagnostics&owner=exclude&action=getcompany
In this amended 8-K...William has paid $6000 as an earnest down payment oto the $280,000.
"As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
Filing Date
2012-09-18
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Section 3.1 of the Agreement was amended on August 23, 2012 (the “Amendment”), with the remainder of the Agreement unchanged. Pursuant to the Amendment, GCDx will pay us an upfront license fee of $250,000 immediately upon receipt of funds from the first closing of its current financing for approximately $2,000,000, which was anticipated to close no later than September 15, 2012.
On September 14, 2012, we agreed to further amend Section 3.1 of the Agreement and replace it with the following:
“GCDx will pay a License Fee of Two Hundred and Eighty Thousand Dollars ($280,000) to RXPC immediately upon receipt of it funding in the amount of Two Million dollars, or on or before October 1, 2012. As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
Other than the above-mentioned change, the remainder of the Agreement remains unchanged and in full force. A copy of the Amendment dated September 14, 2012 is being filed as Exhibit 10.1 hereto.
Section 8 – Other Events
Item 8.01 – Other Events
On September 4, 2012, the lawsuit Ironridge Global IV, Ltd. filed against us on December 8, 2010, in the Superior Court of California, Los Angeles County claiming breach of contract and seeking damages in excess of $30.0 million was dismissed by the Court, without prejudice, upon motion by the Plaintiff.
http://www.sec.gov/Archives/edgar/data/838879/000114420412051872/v324024_8ka.htm
From the last amended 8-K,the agreement was cancelled... The agreement was re-engaged when the balance of the $280,000 was paid to Radient to pay down its accounts payable.
As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment.
Filing Date
2012-10-05
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Section 3.1 of the Agreement was amended on August 23, 2012 (the “Amendment”), with the remainder of the Agreement unchanged. Pursuant to the Amendment, GCDx will pay us an upfront license fee of $250,000 immediately upon receipt of funds from the first closing of its current financing for approximately $2,000,000, which was anticipated to close no later than September 15, 2012. On September 14, 2012, we agreed to further amend Section 3.1 of the Agreement and replace it with the following:
“GCDx will pay a License Fee of Two Hundred and Eighty Thousand Dollars ($280,000) to RXPC immediately upon receipt of it funding in the amount of Two Million dollars, or on or before October 1, 2012. As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment.
Section 8 – Other Events
Item 8.01 – Other Events
From an operational perspective, we continue to sell and ship Onko-Sure test kits to the following territories: Korea, Turkey, Taiwan, India, Vietnam, and the U.S. Despite significant financial hardship, the Company continues to maintain its operations in Tustin, relying on selective former employees that continue to work as consultants to the Company. We are also engaged in business discussions with other companies seeking to license Onko-Sure for various international territories. These licensing agreements, if completed, are anticipated to provide the Company with the funds necessary to regain compliance with our public filing requirements and to begin to pay down various overdue accounts payable. There can be no guarantee that any new licensing transactions will be completed.
As of October 3, 2012, we had 3,235,210,154 shares of common stock issued and outstanding.
http://www.sec.gov/Archives/edgar/data/838879/000114420412054967/v325211_8ka.htm
The inductive reasoners will state that the agreement was not re-engaged because there was no 8-K. Radient was not obligated to file 8-K's because they were trading in the Pink Sheets. matter of fact, Radient was never obligated to file 8-K's with the SEC on any matters..They only did so to be Transparent you understand..Here is another reason they didn't have to file an 8-K when they did engage a new agreement...
"Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in public disclosures by us."
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_8k.htm
The most important part of Radient's transparency. We know there is an agreement between Radient and Global Cancer Diagnostics. We know the agreement was cancelled...Now we focus on the Re-Engaged agreement. The silence and the transparency lead us to believe that this clause was omitted from the new engaged agreement..."The Agreement shall be in effect until the earlier to occur of: (i) expiration of the last patent issued to us for the Licensed Products,..If it wasn't omitted we can then agree that the LPA agreement between Provista Diagnostics and Radient in November 2010 supersedes any agreements between Radient and Clobal Cancer Diagnostics Inc.
"As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment."
http://www.sec.gov/Archives/edgar/data/838879/000114420412054967/v325211_8ka.htm
This should clear up any inductive reasoning that has now been replaced with deductive reasoning. Dr.Fang Logic you understand......ahooooooooooooooooooooooooooooo
GCDx is apparently selling DR-70.
But nobody really knows for sure because GCDx has promised white papers and test results and FDA applications and patents while delivering none of these.
I don't believe anything GCDx says without proof. For example, they call their lung cancer test "new" but I don't think GCDx developed anything new. I think they are simply re-packaging DR-70. In fact I am quite sure of it.
If the Radient PR's taught us anything, it is: never believe a biotech PR without seeing some supporting evidence like SEC filings or journal publications.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112882683
In an earlier post GS stated that the accounts payable ending in December 2011 was $900,000 when in fact it was $895,920.
GS Stated:
"Radient was insolvent in December 2012."
"That is when they disclosed that they owed $900,000 for operational costs (vendors, suppliers, leases) and had no way to pay. That is the definition of "insolvent.""
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268667
Radient was not insolvent in December 2012, they received $280,000 from global diagnostics Inc. from the re-engaged licensing agreement. They received 100,000 from the Uni-Pharma June 6, 2013 agreement before it was terminated. They received another
From the Radient and Global Cancer Diagnostics original agreement.Since GCDX didn't sell the kits until Novemebr 2014, the minimum due for 2013 was $100,000 and around $150,000 before the last patent expired on June 6, 2014.
EXHIBIT B
Royalty Payments.
1.1 Royalty Rate. GCDx will pay a royalty equal to $400 per DR-70 kit made, used or sold by GCDx in the Territory.
1.2 Minimum Royalties. GCDx shall pay RCPC an annual minimum royalty according to the following schedule:
Calendar Year 2013 $ 100,000
Calendar Year 2014 $ 300,000
Each Calendar Year thereafter $ 400,000
1.3 Minimum royalties for each Calendar Year will be paid on a quarterly basis beginning in Calendar Year 2014, and become due 35 days after the last day of each Calendar Quarter for that year. GCDx has the right to continue to pay the minimum royalties specified in this Section 1.2 in order to keep the Licenses in good standing.
1.4. All royalties paid pursuant to Section 1.1 shall be cumulative for purposes of determining if any minimum royalty payment is due under Section 1.2. Accordingly, for any given Royalty Period, and taking into account the total sum of royalties paid to RXPC to date in such calendar year, GCDx shall make the minimum royalty payment, or portion thereof, under Section 1.2 if and only to the extent necessary to make up any shortage in the cumulative minimum royalty payment.
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_ex10-1.htm
As we promised we will show you how Radient paid down the $895,920 accounts payable.
.
Radient/AMDL Diagnostics Inc. received $100,000 from Uni-Pharma. Radient received a total of $530,000 from Global Cancer Diagnostics. Radient also exchanged $300,000 of the accounts payable on April 30, 2015 in exchange of RXPC stock that will be issued to the attorneys when Radient is reinstated in Delaware and the SEC.If you total ALL the monies the aggregate amount is
around $930,000 leaving radient with a few bucks to reinstate the corporation with the state of Delaware and the SEC.
Page 112 from the last SEC 10-K filed by Radient.
"Additionally, as part of the May 2012 Agreement and in order to provide for payment of past due legal fees, we issued to our legal counsel, Hunter Taubman Weiss LLP, a $300,000 unsecured 4% convertible note that matures on April 30, 2015, which shall (i) accrue interest at the rate of 4% per annum, (ii) be convertible into our Common Stock at a fixed conversion price of $0.01 per share, (iii) be subject to prepayment at the option of the Company, (iv) contain full ratchet and other customary anti-dilution protection, and (v) not be subject to any mandatory installment or other mandatory prepayment provisions prior to the April 30, 2015 maturity date."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
If you total ALL the monies the aggregate amount is
around $930,000 leaving Radient with a few bucks to reinstate the corporation with the state of Delaware and the SEC...Where will Radient get the rest needed for reinstatement?
Have Mercy Have Merger..ahoooooooooooooooooooooooooooooooooooooo
The Many Veils Of Radient Pharmaceuticals (Onko-Sure DR-70)
Sep 3, 2013 8 Cancer 8 comments
http://seekingalpha.com/instablog/8702411-underdawg/2186492-the-many-veils-of-radient-pharmaceuticals-onko-sure-drminus-70
Company Presentation: Global Cancer Dx
ByAZBio Members
Published: 2 years ago
http://azbio.tv/video/76134461f30e472d8f08be36f73bc095
Why the silence and no transparency...shhhhhhhhhhhhhhh
Feb 9, 2015
Provista Diagnostics to Present at Leerink Global Healthcare Conference
http://uk.reuters.com/article/2015/02/09/idUKnGNXc01JLc+1c6+GNW20150209
Why the silence and no transparency...shhhhhhhhhhhhhhh It is no longer a secret you understand....
What is a public shell?
http://www.tcc5.com/public_shell.htm
Creeping Takeover
https://nmimsfinomenon.wordpress.com/2011/09/22/creeping-takeover/
**********************************************************
*************************************************************
Part Two Posted May 1, 2015
Runcoach You Said:
"Per filings, UNI agreement expired when patent expired. Hence zero royalties from UNI resulting in company becoming void and insolvent."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113266970
Runcoach.. From our analysis you are correct about the royalties. We proved in our recent posts why the royalties stopped after the last patent expired. The agreement between Uni-Pharma and AMDL Diagnostics was set up just so Radient could remain void and insolvent in order to have no operations for the purpose of acting as a (Public) shell with no operations, assets, etc. for the planned and future reverse merger and/or triangular reverse merger between the Radient Shell and Global Cancer Diagnostics and/or Provista Diagnostics according to the 2010 LOI for a reverse merger.
The royalties could not be charged after the last patent expired in the Uni-Pharma and AMDL Diagnostics Inc. agreement of June 6, 2013.. This is why the agreement was set up that way because AMDL Diagnostics couldn't enforce the royalties after the last patent expired..Here is a link and the precedent...
Still Unlawful to Charge Patent Royalties Beyond Patent’s Expiration Date
http://www.melinelegal.com/?p=745
The agreement between Uni-Pharma Inc. and AMDL Diagnostics Inc. was set up for another purpose. To receive monies from the one year agreement and use those funds to use to restructure the company and pay off accounts payable etc. according to SEC 8-K filings by Radient..Here is the link and explanation.
"From an operational perspective, with appropriate capital, we can continue to sell and ship Onko-Sure® test kits to the following territories: Korea, Turkey, Taiwan, India, Vietnam, and the U.S. Despite significant financial hardship, we continue to maintain our offices and FDA approved manufacturing facilities in Tustin, California, relying on selective former employees that continue to work as consultants. We are also engaged in business discussions with other companies seeking to license or purchase Onko-Sure for various domestic and international territories, although we have not entered into any formal agreements at this time. We are hopeful that if we can complete a sufficient number of these licensing and sales agreements, we will have enough capital to regain compliance with our public filing requirements and to begin to pay down various overdue accounts payable. These agreements may also allow us to restructure or convert to equity our existing notes payable in order to significantly reduce or eliminate a majority of the liabilities on our balance sheet. There can be no guarantee that any new licensing, purchase or restructuring transactions will be completed or that they will provide sufficient capital to carry out our plans."
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113_radientpharm.htm
The agreement between Uni-Pharma and AMDL Diagnostics is now void. The agreement between Uni-Pharma and Radient in 2011 is still in force. Included in the SEC 8-K filing June 6, 2013 agreement between Uni-Pharma and AMDL Diagnostics Inc. it states that the agreement between Uni-Pharma and Radient was still valid. Here are the links showing that there is a valid agreement between Uni-Pharma and Radient.You do agree that AMDL Diagnostics Inc. and radient Pharmaceuticals Corporation are separate entities according to Corporate law? Also you posted in the past and would agree that "SEC Filings are Facts",correct?
From the Radient 2011 10-K..Page 7 states that Uni-Pharma and Radient have a Five Year distributorship agreement and the June6, 2013 agreement validates it within the agreement with AMDL Diagnostics Inc. "SEC filings are facts", correct?
"8. An exclusive five-year distribution agreement with Uni-Pharma Taiwan (“Uni-Pharma”). This distribution agreement allows Uni-Pharma to market and sell Onko-Sure® in Taiwan, Singapore, and Hong Kong/Macau."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
From the June 6, 2013 Agreement and SEC 8-K filing...As you can see, the agreement states that "Whereas, UNI wishes to hold a non-exclusive 5 year license (excepting Taiwan which remains exclusive per UNI-RXPC exclusive distribution agreement)" which proves that the agreement between Uni-Pharma and Radient was still in effect..
"This License Agreement (the “Agreement”), which shall be effective as of June 6, 2013, is by and between Uni Pharma Co., Ltd., a Taipei, Taiwan limited liability company (“UNI”) and Radient Pharmaceuticals Corporation (including its subsidiary AMDL Diagnostics Inc.) a Delaware incorporated United States company (“RXPC”)."
"Whereas, UNI wishes to hold a non-exclusive 5 year license
(excepting Taiwan which remains exclusive per UNI-RXPC exclusive distribution agreement)
to RXPC’s Onko-Sure and DR-70 cancer blood test kits (the “Tests”), procedures, analyses, data, know how, manufacturing, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the “Intellectual Property”)."
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113ex10i_radientpharm.htm
*****************************************************************
GetSeriousOk You Said:
"The UNI Agreement terminated when the patent expired."
"UNI hasn't paid royalties to Radient since the patent expired."
"And who cares anyway -- the royalty payment was only $200,000 per year."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113200055
GS You are correct the Uni-Pharma agreement terminated when the last patent expired. It was planned that way. The patent for the new Onko-Sure is DR-70 combined with Global Cancer Diagnostics and/or Provista Diagnostics Technology. The agreement between Uni-Pharma and Radient from 2011 is still in effect as we proved in the response to Runcoach's statements. You stated that the royalty payment was $200,000, where in fact it was $100,000. It is also the total amount received from the agreement.Here is the link from the SEC 8-K filing per the agreement.
License Royalty Payments
1.1
License Royalty Fee
UNI shall pay a license royalty fee of one hundred thousand ($100,000) USD per year up to a total of five hundred thousand ($500,000) USD for the duration of the 5 year License Agreement.
1.2 License Royalty Payments Schedule
UNI shall pay RXPC an annual minimum license royalty fee according to the following schedule:
June 6 2013 to June 6 2014: $100,000 ($20,000 upfront and $80,000 following tech transfer training and commercial-scale trial-run production)
June 6 2014 to June 6 2015: $100,000
June 6 2015 to June 6 2016: $100,000
June 6 2016 to June 6 2017: $100,000
June 6 2017 to June 6 2018: $100,000
Total five year licensing fee: $500,000
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113ex10i_radientpharm.htm
GetSerious Said:
"UNIpharma is no longer involved with Radient."
"Radient's last patent for DR-70 expired. That event terminated the Agreement between UNI and Radient."
GS, AMDL Diagnostics and Radient are two separate entities. In the response to runcoash's statements we proved that Uni-Pharma and AMDL Diagnostics Inc. agreement is void. We also proved from SEC filings by Radient, that the exclusive 5 year agreement between Uni-Pharma and Radient is still in force and will expire in late 2016.. We do agree that Radient is not receiving license fees from the 2011 agreement between Uni and radient in order to keep Radient functioning as a Shell. You do agree that Radient and AMDL Diagnostics are two separate entities.? Therefore, Uni-Pharma is still involved with Radient.
GetSeriousOk You Said:
"Since DR-70 was off patent, UNI could manufacture, market, and sell DR-70 without paying anything to Radient. So that is what they did."
True, they can only market and sell according to the 2011 agreement between Uni-Pharma and Radient. The $100,000 royalty fee that was received by AMDL Diagnostics Inc. a wholly owned subsidiary of Radient and the total amount received, most likely allowed Uni-Pharma to market Onko-Sure without a license fee for the remaining June 3,2014 to June 6, 2015 period. When Radient comes out of hibernation in June 2015from a reverse merger, the new company will be able to then receive a license payments from whatever date that agreement states. The manufacturer is not Uni-Pharma, they are only marketing Onko-Sure. The Manufacturer is Pharmigene, a California entity with a manufacturing plant in Taiwan, an Uni-Pharma partner..
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268524
GetSeriousOk You Said:
"Radient was insolvent in December 2012."
"That is when they disclosed that they owed $900,000 for operational costs (vendors, suppliers, leases) and had no way to pay. That is the definition of "insolvent."
"Even if UNI still paid Radient the $200,000 per year royalty fee after the last patent expired, it would not have saved Radient from death. $200,000 per year was a drop of water in the 55-gallon-drum of Radient debt."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268667
Once again the Uni-Pharma and AMDL Diagnostics Inc. agreement on June 6, 2013 royalty fee was $100,000 and not $200,000.
The last 10-K ending December 31, 2011.on top of Page 50
The Accounts payable was $895,920. This was from the last 10-K ending on December 31, 2011. The previous year it was 1,065,768. This shows that Radient was attempting and did pay down the accounts payable. The Notes payable were also paid off completely.From 4,581,923 owed in 2010 to ZERO ending in 2011. Accrued salary was around $231, 000. This was probably paid down with offering of RXPC shares. The accrued share-based compensation was exchnged for RXPC shares. The rest of the debt including the interest expense, derivatives,and convertible notes were exchanged for stock according to the Equity and debt exchange by the laenders.. Here is a link stating that fact which is also listed in the SEC 10-K..
http://seekingalpha.com/article/245741-radient-shares-set-to-rebound-following-fall-on-trading-halt-friday
Tomorrow we will show and prove how the $895,920 accounts payable were paid down according to the SEC 8-K filing by Radient from licensing fees and royalties since December 31, 2011.. Stay Tuned...
GCDX web site updated...
http://globalcancerdx.com/
We are at the AZ BIO EXPO today! The focus of this year's event is clinical trials and what it takes to bring life-changing innovations to patients.
http://www.azbio.org/azbio-expo-2015
https://www.facebook.com/globalcancerdx
$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$
Radient Is Being Restructured by A Reverse Merger
Part 1 April 20, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112893006
Part 2 April 21, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112930694
Part 3 April 22, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112973321
Part 4 April 23, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113014648
Part 5 April 24, 2015 Rebuttals
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113056841
Part 6 April 25, 2015 Rebuttals
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113091753
Conclusion: April 26, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113104999
Uni-Pharma Part 1 April 27, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113119285
Uni-Pharma Part 2 April 28, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113155567
Uni-Pharma Part 3 - Global Cancer Diagnostics Part 1
April 29, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113192928
GCDX and Uni-Pharma April 30, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113228108
Uni-Pharma Conlusion May 1, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113264286
All Roads Lead To Scottsdale, Arizona and Taipei,Taiwan Uni-Pharma Partnering with Global Cancer Diagnostics to Manufacture and Distribute Onko-Sure Overseas.
GS...You still believe the email and facebook reply from GSok you placed on your sticky?
Runcoach You Said"
"Now silence and lack of transparency"
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113298052
We felt the same way about lack of transparency for years until all that has transpired is now happening as the 8-K's had mentioned. Glad you think it is 'funny" that we now agreed with you that the Uni-Pharma and AMDL Diagnostics Inc. agreement and royalties are now Void and the Uni-Pharma and Radient agreement from 2011 is still Valid and ongoing and enforceable once the Radient Corporation is reinstated in Delaware.. Look for the Takeover group to reengage with Uni-Pharma that same agreement from 2013 once the Reverse Merger is completed you understand. We know there were two agreements between Radient and Uni-Pharma along with the Uni-Pharma and AMDL Diagnostics Inc. How many more agreements did Uni-Pharma and AMDL Diagnostics Inc. have that we do not know of? And do we know if AMDL Diagnostics Inc. and Uni-Pharma engaged in a new agreement after the 2013 agreement expired with a new one that included a license fee and no royalties? We know from the last 10-K that Radient had 6 agreements with Genway.
8. An exclusive five-year distribution agreement with Uni-Pharma Taiwan (“Uni-Pharma”). This distribution agreement allows Uni-Pharma to market and sell Onko-Sure® in Taiwan, Singapore, and Hong Kong/Macau.
2. "Four distinct exclusive five-year distribution agreements, one three-year distribution agreement, and one two-year distribution agreement, with GenWay Biotech, Inc. (“GenWay”). These six distribution agreements allows Genway to market and sell Onko-Sure® for uses other than colorectal cancer to CLIA-certified laboratories in the U.S. as a lung cancer screen to laboratories in Canada, and the marketing and sales of Onko-Sure® in the United Kingdom, European Union, the Middle East, Russia and Greece."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
The reason we change our story/opinion is that we analyze situations using deductive logic(reasoning) that means we will take what others believe in and if it is valid we take that in consideration..Some would refer that to "Open Mindedness" you understand..Some on this board will not change their story or opinion for years even when the facts have discounted their story/opinion. They use inductive reasoning/logic. We do know some people do change their minds once the facts are presented..Here is an example..
https://en.wikipedia.org/wiki/Deductive_reasoning
https://en.wikipedia.org/wiki/Inductive_reasoning
Here is one example....
GCDx is apparently selling DR-70.
But nobody really knows for sure because GCDx has promised white papers and test results and FDA applications and patents while delivering none of these.
I don't believe anything GCDx says without proof. For example, they call their lung cancer test "new" but I don't think GCDx developed anything new. I think they are simply re-packaging DR-70. In fact I am quite sure of it.
If the Radient PR's taught us anything, it is: never believe a biotech PR without seeing some supporting evidence like SEC filings or journal publications.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112882683
Here are the SEC 8-K filings he is referring to in order to prove his premise using deductive reasoning.
On July 13, 2012, we entered into a license agreement with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test; the intellectual property at issue is specified in the Agreement and is herein referred to as the Licensed Products. Under the Agreement, GCDx will be the only company offering a test specific to lung cancer but will not make, use of or sell any of our other tests using the DR-70 reagents. GCDx will pay an upfront license fee of $200,000 for the Licensed Products and will pay for all costs related to patent and FDA filings for the Licensed Products. Both parties recognize the need for additional development and testing of the Licensed Products to obtain FDA Approval of same. The parties shall meet on a quarterly basis to discuss the Licensed Products and the best ways to ensure protection of same. GCDx shall pay us royalties, which shall be earned only upon actual receipt of payment of revenue or sublicense license fees and sublicense royalty fees by GCDx, as set forth in the Agreement.
Although GCDx will pay all costs related to developing the Licensed Products for commercial applications, including process development costs, clinical study costs and costs related to the FDA filing and approval process, the parties agreed that GCDx shall pay us $150 per hour for any additional services GCDx requests above those services initially contemplated to carry out this development.
The Agreement contains non-compete and confidentiality terms regarding the Licensed Products, the latter of which expires 5 years after the Agreement terminates.
The Agreement shall be in effect until the earlier to occur of: (i) expiration of the last patent issued to us for the Licensed Products, (ii) when GCDx terminates the Agreement by discontinuing the offering of the Licensed Products or the sublicense to do the same, as such discontinuance is defined in the Agreement, for a full calendar year - at which time the license rights will by default return to us, or (iii) by us, if GCDx does not achieve sales necessary to meet the contractually agreed to Minimum Royalty Payments, as such term is defined in the Agreement, for any two consecutive fiscal quarters. Additionally, either party may terminate the Agreement upon 30 days written notice to the other party. The terms of the Agreement provide that if either party terminates the Agreement or the Agreement expires due to nonpayment or otherwise, any and all license rights will revert back to us. Three months after the date of reversion, we will be entitled to enter new contractual agreements with third parties with regard to such rights.
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_8k.htm
The agreement was between Radient and Global Cancer Diagnostics and similar to the Uni-Pharma agreement except AMDL Diagnostics Inc. was not a party to the agreement.
Runcoach.. Here is the reason for the silence and transparency. GS and we agree that Global Cancer Diagnostics is doing what they agreed to in the July 13, 2013 agreement. The name of the test is LC Test which stands for "The Lung Cancer Test" and not LC Sentinel" Test that was referred to on the Provista Diagnostics web page before the agreement between Radient and Global Cancer Diagnostics was finalized.We know from an interview that William stated that he sold his Lung Cancer Test to Provista Diagnostics. We know that William stated in an email and facebook reply that he had :no connections with Radient and Provista". William was bound to a confidentiality clause in the Radient and GCDX agreement and the Radient and Provista Diagnostics agreement along with the collaboration agreement with provista Life Sciences lung cancer test. Is William telling a lie or the truth in the article and/or emails and facebook replys? Or is he telling the truth? Or is he bound by the confidentiality clauses and answering as he should be. Or, is he telling the truth and he did sell his lung cancer test to Provista Diagnostics and he is acting as a middle man for PDX and GCDX is going to either be a wholly owned subsidiary or a Division of Provista Diagnostics? From Deductive reasoning from ALL the facts from SEC 8-K filings it has to be one or the other.
LICENSE AGREEMENT
This License Agreement (the "Agreement"), which shall be effective as of July 13, 2012, is by and between Global Cancer Diagnostics Inc., an Arizona corporation ("GCDx") and Radient Pharmaceuticals Corporation, a Delaware corporation ("RXPC"); and.
Whereas, the GCDx wishes to hold an exclusive global license to a blood test for lung cancer (the “LC Test”), procedures, analyses, data, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the "Intellectual Property");
Whereas, RXPC desires to grant a license to GCDx to commercialize a Lung Cancer Test (the “LC Test”) into the global market;
Whereas, GCDx will not make, use of or sell any other RXPC test using the DR-70 reagents and will be the only company offering a test specific to lung cancer,
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_ex10-1.htm
Lets break down the RXPC and GCDX agreement and present facts to support the agreement two nearly two years after the signing of the agreement.
"Whereas, RXPC desires to grant a license to GCDx to commercialize a Lung Cancer Test (the “LC Test”) into the global market"
William attempted to Trademark the "LC Test" but because the name was generic, it was not accepted. This was an attemt by Genway when we were engaged in agreements with them in 2009. if you notice the first use in commerce below by GCDX..It was October 15, 2012.The agreement between Radient and Global Diagnostics Inc. was finalized between October 2, 2012 and October 14, 2012.We will show why the agreement date was changed numerous times.. The reaso was the closing of the Provista Diagnostics sale by William where he received TWO Million dollars. william couldn't come up with the 280,000 dollars according to the agreement so he placed a $6000 dollar earnest payment until he got the rest of his money from Provista Diagnotics after the September 21, 2012 amended offering totaling $7,485,891.
THE LUNG CANCER TEST
Status
602 - Abandoned-Failure To Respond Or Late Response
Correspondences
Name
GLOBAL CANCER DIAGNOSTICS INC.
First Use In Commerce Date
2012-10-15
https://trademarks.justia.com/860/79/the-lung-cancer-86079607.html
LUNG CANCER TEST
Status
602 - Abandoned-Failure To Respond Or Late Response
Correspondences
Name
GENWAY BIOTECH, INC.
Filing Date
2009-08-31
https://trademarks.justia.com/778/16/lung-cancer-test-77816896.html
https://trademarks.justia.com/860/79/the-lung-cancer-86079607.html
From the Radient and Global Cancer Diagnostics agreement.
"Whereas, the GCDx wishes to hold an exclusive global license to a blood test for lung cancer (the “LC Test”), procedures, analyses, data, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the "Intellectual Property");"
The global market started with the introduction of Bertech in Canada..Who will William and GCDX use for Taiwan, India, China, Korea, Australia,Etc. William has claimed that he has already established Patents in countries overseas.It appears from common sense knowledge he will use Radient partners, mainly Uni-Pharma.
"Whereas, GCDx will not make, use of or sell any other RXPC test using the DR-70 reagents and will be the only company offering a test specific to lung cancer,"
The reason the agreement was specific for "Lung Cancer Only" for the use of DR-70 is because Radient has a 5 Year exclusive LPA from November 2010 with Provista Diagnostics and they are using DR-70 for their breast cancer test. Since Global Diagnostics Inc was a separate entity and even if it is to become one of their wholly owned subsidiaries or division, it had to be specific to the lung cancer test only.
"1.1 "Confidential Information" means any confidential or proprietary information including non-public technical designs, specifications, drawings, dimensions, processes, practices, communications, manufacturing, economic, financial, sales, marketing, management, quality control and other proprietary data, materials, know-how, or information related to the Licensed Products or Intellectual Property as contained in presentations, e-mails, letters, memos, discussions, notes, analyses, documents, practices, studies, reports, budgets, forecasts, and other media of disclosure, which may have been disclosed by either Party to the other Party in verbal, written, graphic, computer or machine recognizable, and/or tangible form, and which is clearly designated, labeled or marked as confidential, e.g. "CONFIDENTIAL", "PROPRIETARY," or its equivalent"
The Confidentiality clause rules out any non-sense and inductive reasoning comments like,"William is using the DR-70 off patent".
1.8 "New Products" means any technologies or diagnostics related to the Licensed Patents or Licensed Know-how.
This is in reference to the two patents pending that William referred to in the Arizona Business video. The ROC of 97 percent mentioned in the video and a AB web site,is the same ROC and Lung cancer test that was mentioned in a PR from 2010 by Radient..
The May 30, 2013 Video..
http://azbio.tv/video/76134461f30e472d8f08be36f73bc095
Global Cancer Diagnostics Inc.
Global Cancer Diagnostics is introducing a blood test for Lung Cancer that is 97% Accurate in the early stages when the disease is most treatable. The Lung Cancer Test will become available mid-October focusing on saving lives.
http://www.azbio.org/member-directory/global-cancer-diagnostics-inc
Radient Pharmaceuticals And Provista Life Sciences Announce New Blood Test For Lung Cancer October 14, 2010
"The study included men and women between 20-76 years of age. The data generated in this final study proved consistent with previous findings and produced positive clinical performance marks of 87% sensitivity; 95% specificity; and an ROC Accuracy of 0.97."
http://www.pharmaceuticalonline.com/doc/radient-pharmaceuticals-and-provista-life-0001
1.13 "Territory" means any and all countries in the world.
6.Registration of Product
6.1 GCDx will be responsible for registering the Licensed Product(s) as may be required by the various countries in which a Licensed Product may be sold. This registration process, including FDA approval(s) and approvals by Health Canada, with all accompanying expenses, including additional clinical tests and data as may be required, will be paid solely by GCDx.
The first global territory introduced was Canada.
Global Cancer Diagnostics grants first international license for The Lung Cancer Test to Bertech
Global Cancer Diagnostics announced the signing of a license agreement with Bertech Diagnostics of Edmonton, Alberta.
This agreement enables Bertech to sell The Lung Cancer Test in Canada. With this partnership, The Lung Cancer Test will continue its rapid expansion for use by current and former smokers. The Lung Cancer Test was introduced to the U.S. marketplace in late 2014.
1.11 "Subsidiary(ies)" means any corporation, GCDx, affiliate, or other entity, whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, now or hereafter, owned or controlled, directly or indirectly by a Party, but such corporation, company, affiliate, or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.
"Subsidiar"y means the agreement can expand to Provista Diagnostics if Global Diagnostics becomes a wholly owned or subsidary of PDX in the future.
1.14 "Tests" means the tests, procedures, analyses, data, manufacturing processes, components, and intellectual property related to the tests described in Exhibit A as of the date of this Agreement.
This refers to Dr-70.
10.1 This Agreement shall become effective upon the date of signing by both Parties and continue in effect until the earlier to occur of: (i) expiration of the last patent issued to RXPC for the Licensed Products, (ii) when GCDx terminates this Agreement by discontinuing the offering of the Licensed Products or the sublicense to do the same. GCDx shall be deemed to have discontinued the offering of the Licensed Products when GCDx no longer offers, or has reasonable offers for, any of the Licensed Products and no longer receives revenue from any unaffiliated third party, other than GCDx, from sales of any of the Licensed Products during any full calendar year. At such date the license rights will by default return to RXPC, or (iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters.
(i) expiration of the last patent issued to RXPC for the Licensed Products,
(iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters.
This means that the agreement has been terminated and Global Cancer Diagnostics can now sell the "Lung Cancer Test off patent. Is this why GCDX waited until November 2014 to introduce the product. No...This is why the agreement was terminated on July 1, 2013."(iii) by RXPC in the event that GCDx does not achieve sales necessary to meet the Minimum Royalty Payments, as set forth in Exhibit B, for any two consecutive fiscal quarters."
"Funny" Now the inductive reasoners who claimed that there was no agreement signed over the last three years will now say that one was signed and it is now void...True, it is void. BUT, there is still an agreement with Provista Diagnostics Inc.that owns the rights of DR-70 through the LPA of 2010. The inductive reasoners who believe that the emails,facebook replies are true, will also have to believe that William truly did sell his lung cancer test to Provista Diagnostics in 2012. After the agreement between Radient and Global Cancer Diagnostics agreement was terminated, the use of DR-70 reverts back to Provista Diagnostics Inc.and Radient according to the 5 year exclusive agreement between Radient and Provista Diagnostics in November 2015. That agreement is still in force with no clause pertainging to the last DR-70 patent expiring as was included in the Uni-Pharma and Global Diagnostics Inc. agreements. This is why we believe that Provista Diagnostics will either Reverse Merge with Radient or Reverse Triangular merger. Here is the Agreement between Radient and Provista Diagnostics.
Reverse Triangular Merger
http://us.practicallaw.com/3-382-3772
"11/02/10) - Radient Pharmaceuticals Corporation (RPC) (AMEX:RPC - News) announced today it has entered into an exclusive 5-year Laboratory Services Agreement (LSA) with Provista Diagnostics Inc. (Provista). Provista conducts diagnostic research and provides CLIA laboratory developed tests and services to the general public.Under the terms of the LSA, Provista will have the exclusive rights in the U.S. to develop and market CLIA laboratory developed tests (LDTs) for cancer screening purposes using RPC's proprietary polyclonal antibodies for fibrin and fibrinogen degradation products (FDP)."
"Provista CEO William Gartner commented, "We have already successfully brought one cancer screening test to the market called the BT Test, which is a highly accurate blood test for the detection of breast cancer in women."
http://finance.yahoo.com/news/Radient-Pharmaceuticals-iw-331200218.html
William was CEO of Provista Diagnostics when this agreement was introduced and signed in November 2010. You can bet your life that there is a confidentiality and non-compete clause within the language of that contract. There is also the same between GCDX and Provista Diagnostics after the sale of PLS lung cancer test to Provista Diagnostics. This proof and the fact william is still employed by Provista Diagnostics gives support that Global Diagnostics Inc. was set up to be a wholly owned subsidiary or division of Provista Diagnostics. In the 2010 LOi, Radient and Provista were going to operate as separate entities.
Radient has also begun rolling out a lung cancer screening kit called LC Sentinal in the US with partner, Provista Diagnostics. This kit was co-developed by the two companies and is based on the same technology as Onko-Sure. Provista intends to market the kit initially as a laboratory developed test, in which case, each individual laboratory using the kit will need to validate the test prior to its use. The companies will seek FDA approval for the kit in 2011; once this happens, kits can be marketed much more broadly without the need for validations from individual labs.
It should be noted that Radient is in the process of purchasing Provista Diagnostics, though the terms have not been finalized. The merger will provide Radient with full control of the LC Sentinal test along additional breast cancer and woman’s reproductive cancer tests. This is a natural fit considering the strong ties and synergies between the two companies.
Onko-Sure’s slow start notwithstanding, Radient’s management has big expectations for its product. It is targeting four key markets:
1. Colorectal Cancer (CRC) monitoring in the US and Canada
2. Colorectal Cancer monitoring in international markets
3. Government backed general cancer screening
4. Lung Cancer screening and monitoring in Canada
http://www.proactiveinvestors.com/companies/news/11423/radient-pharmaceuticals-speculation-intensifies-over-commercial-potential-of-onko-sure-cancer-diagnostic-test-11423.html
Radient Pharmaceuticals Corporation (RPC) announced today that it has entered into a letter of intent (LOI) to acquire Provista Diagnostics Inc. (PDI), a Nevada corporation offering laboratory testing services that meet the Clinical Laboratory Improvement Act (CLIA) guidelines. Radient Pharmaceuticals intends to acquire PDI, in a stock-for-stock transaction, when respective due diligence for both companies is successfully completed. The rationale for the merger is that PDI has all rights, patents and trademarks for diagnostic technologies that Radient Pharmaceuticals believes will strengthen and complement its core business. Pursuant to the LOI, Provista will become a wholly-owned subsidiary of Radient Pharmaceuticals.
http://www.pharmpro.com/news/2010/07/radient-pharmaceuticals-acquire-provista-diagnostics-inc
Interview with William after the sale of the Breast and Lung Cancer test to Provista Diagnostics Inc.
Provista to go public with breast, lung cancer testing technology
SUBSCRIBER CONTENT: Dec 30, 2011,
Provista to go public with breast, lung cancer testing technology
Dec 30, 2011,
William Gartner
Recently, Gartner sold Phoenix-based Provista Life Sciences LLC’s breast and lung cancer testing technologies to a new company called Provista Diagnostics Inc., which he intends to take public by the middle of next year.
The lung cancer blood test still is in clinical trials, but Gartner hopes the new company will help the breast cancer blood test penetrate the commercial market.
Meanwhile, Provista Life Sciences will continue developing neurological-disorder diagnostic tools, such as the blood test to help doctors detect Alzheimer’s disease, which is not yet on the market.
http://www.bizjournals.com/phoenix/print-edition/2011/12/30/provista-to-go-public-with-breast.html
Proof that William sold his Lung Cancer Test to Provista Diagnostics as he stated in the interview in December 2011.
"Memory Dx, LLC develops diagnostic tests for central nervous system for early disease detection. The company offers clinical laboratory services such as Alzheimer’s disease and memory loss detection services. It serves medical professionals and patients. Memory Dx, LLC was formerly known as Provista Life Sciences LLC and changed its name to Memory Dx, LLC in April, 2012. The company was founded in 2004 and is based in Phoenix, Arizona. As of April 29, 2014, Memory Dx, LLC operates as a subsidiary of Amarantus Bioscience Holdings, Inc."
http://www.bloomberg.com/research/stocks/private/snapshot.asp?privcapId=30028050
Here are the amendments to the Radient and Global Cancer Diagnostics Inc. agreement.
Filing Date
2012-08-22
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Pursuant to the Agreement, GCDx will pay an upfront license fee of $200,000 and all costs related to patent and FDA filings. A copy of the Agreement was filed as Exhibit 10.1 to the Form 8-K.
"We are currently negotiating with GCDx regarding extension of the required payments under the Agreement. We expect to reach an agreement shortly."
http://www.sec.gov/Archives/edgar/data/838879/000114420412047479/v322161_8ka.htm
In this filing it states that Global Diagnostics is waiting for..
"immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”"
Filing Date
2012-08-24
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Pursuant to the Agreement, GCDx will pay an upfront license fee of $200,000 and all costs related to patent and FDA filings. A copy of the Agreement was filed as Exhibit 10.1 to the Form 8-K.
On August 23, 2012, we agreed to amend Section 3.1 of the Agreement regarding license fee and replace it with the following (the “Amendment”):
“GCDx will pay a License Fee of Two Hundred Fifty Thousand Dollars ($250,000) to RXPC immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”
http://www.sec.gov/Archives/edgar/data/838879/000114420412047957/v322388_8ka.htm
"immediately upon receipt of funds from the first closing of its current financing for approximately Two Million Dollars ($2,000,000), which is currently anticipated to close on September 4, 2012 or no later than September 15, 2012.”
Here is the $2,000,000 closing that Radient and William were waiting for..
Filing Date
2012-09-21
http://www.sec.gov/Archives/edgar/data/1539252/000153925212000006/xslFormDX01/primary_doc.xml
The Amended offering and the reason was to pay William $2,000,000.
D/A Documents [Amend]Notice of Exempt Offering of Securities, item 06
Acc-no: 0001539252-12-000006 (33 Act) Size: 11 KB 2012-09-21 021-174213
121103785
http://www.sec.gov/cgi-bin/browse-edgar?company=provista+diagnostics&owner=exclude&action=getcompany
In this amended 8-K...William has paid $6000 as an earnest down payment oto the $280,000.
"As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
Filing Date
2012-09-18
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Section 3.1 of the Agreement was amended on August 23, 2012 (the “Amendment”), with the remainder of the Agreement unchanged. Pursuant to the Amendment, GCDx will pay us an upfront license fee of $250,000 immediately upon receipt of funds from the first closing of its current financing for approximately $2,000,000, which was anticipated to close no later than September 15, 2012.
On September 14, 2012, we agreed to further amend Section 3.1 of the Agreement and replace it with the following:
“GCDx will pay a License Fee of Two Hundred and Eighty Thousand Dollars ($280,000) to RXPC immediately upon receipt of it funding in the amount of Two Million dollars, or on or before October 1, 2012. As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
Other than the above-mentioned change, the remainder of the Agreement remains unchanged and in full force. A copy of the Amendment dated September 14, 2012 is being filed as Exhibit 10.1 hereto.
Section 8 – Other Events
Item 8.01 – Other Events
On September 4, 2012, the lawsuit Ironridge Global IV, Ltd. filed against us on December 8, 2010, in the Superior Court of California, Los Angeles County claiming breach of contract and seeking damages in excess of $30.0 million was dismissed by the Court, without prejudice, upon motion by the Plaintiff.
http://www.sec.gov/Archives/edgar/data/838879/000114420412051872/v324024_8ka.htm
From the last amended 8-K,the agreement was cancelled... The agreement was re-engaged when the balance of the $280,000 was paid to Radient to pay down its accounts payable.
As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment.
Filing Date
2012-10-05
On July 17, 2012, we filed a Form 8-K to disclose a license agreement we entered into with Global Cancer Diagnostics, Inc. ("GCDx") in order to commercialize certain of our intellectual property in the form of a Lung Cancer test (the “Agreement”). Section 3.1 of the Agreement was amended on August 23, 2012 (the “Amendment”), with the remainder of the Agreement unchanged. Pursuant to the Amendment, GCDx will pay us an upfront license fee of $250,000 immediately upon receipt of funds from the first closing of its current financing for approximately $2,000,000, which was anticipated to close no later than September 15, 2012. On September 14, 2012, we agreed to further amend Section 3.1 of the Agreement and replace it with the following:
“GCDx will pay a License Fee of Two Hundred and Eighty Thousand Dollars ($280,000) to RXPC immediately upon receipt of it funding in the amount of Two Million dollars, or on or before October 1, 2012. As of the date of this amendment, GCDx has paid a total of US$6,000 towards this licensing fee.”
As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment.
Section 8 – Other Events
Item 8.01 – Other Events
From an operational perspective, we continue to sell and ship Onko-Sure test kits to the following territories: Korea, Turkey, Taiwan, India, Vietnam, and the U.S. Despite significant financial hardship, the Company continues to maintain its operations in Tustin, relying on selective former employees that continue to work as consultants to the Company. We are also engaged in business discussions with other companies seeking to license Onko-Sure for various international territories. These licensing agreements, if completed, are anticipated to provide the Company with the funds necessary to regain compliance with our public filing requirements and to begin to pay down various overdue accounts payable. There can be no guarantee that any new licensing transactions will be completed.
As of October 3, 2012, we had 3,235,210,154 shares of common stock issued and outstanding.
http://www.sec.gov/Archives/edgar/data/838879/000114420412054967/v325211_8ka.htm
The inductive reasoners will state that the agreement was not re-engaged because there was no 8-K. Radient was not obligated to file 8-K's because they were trading in the Pink Sheets. matter of fact, Radient was never obligated to file 8-K's with the SEC on any matters..They only did so to be Transparent you understand..Here is another reason they didn't have to file an 8-K when they did engage a new agreement...
"Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in public disclosures by us."
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_8k.htm
The most important part of Radient's transparency. We know there is an agreement between Radient and Global Cancer Diagnostics. We know the agreement was cancelled...Now we focus on the Re-Engaged agreement. The silence and the transparency lead us to believe that this clause was omitted from the new engaged agreement..."The Agreement shall be in effect until the earlier to occur of: (i) expiration of the last patent issued to us for the Licensed Products,..If it wasn't omitted we can then agree that the LPA agreement between Provista Diagnostics and Radient in November 2010 supersedes any agreements between Radient and Clobal Cancer Diagnostics Inc.
"As of October 1, 2012, GCDx has not made the required upfront payment of $280,000. Therefore the proposed GCDx licensing agreement was cancelled. We will consider re-engaging GCDx in a new licensing agreement at such time as GCDx is able to make the required up-front payment."
http://www.sec.gov/Archives/edgar/data/838879/000114420412054967/v325211_8ka.htm
This should clear up any inductive reasoning that has now been replaced with deductive reasoning. Dr.Fang Logic you understand......ahooooooooooooooooooooooooooooo
GCDx is apparently selling DR-70.
But nobody really knows for sure because GCDx has promised white papers and test results and FDA applications and patents while delivering none of these.
I don't believe anything GCDx says without proof. For example, they call their lung cancer test "new" but I don't think GCDx developed anything new. I think they are simply re-packaging DR-70. In fact I am quite sure of it.
If the Radient PR's taught us anything, it is: never believe a biotech PR without seeing some supporting evidence like SEC filings or journal publications.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112882683
In an earlier post GS stated that the accounts payable ending in December 2011 was $900,000 when in fact it was $895,920.
GS Stated:
"Radient was insolvent in December 2012."
"That is when they disclosed that they owed $900,000 for operational costs (vendors, suppliers, leases) and had no way to pay. That is the definition of "insolvent.""
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268667
Radient was not insolvent in December 2012, they received $280,000 from global diagnostics Inc. from the re-engaged licensing agreement. They received 100,000 from the Uni-Pharma June 6, 2013 agreement before it was terminated. They received another
From the Radient and Global Cancer Diagnostics original agreement.Since GCDX didn't sell the kits until Novemebr 2014, the minimum due for 2013 was $100,000 and around $150,000 before the last patent expired on June 6, 2014.
EXHIBIT B
Royalty Payments.
1.1 Royalty Rate. GCDx will pay a royalty equal to $400 per DR-70 kit made, used or sold by GCDx in the Territory.
1.2 Minimum Royalties. GCDx shall pay RCPC an annual minimum royalty according to the following schedule:
Calendar Year 2013 $ 100,000
Calendar Year 2014 $ 300,000
Each Calendar Year thereafter $ 400,000
1.3 Minimum royalties for each Calendar Year will be paid on a quarterly basis beginning in Calendar Year 2014, and become due 35 days after the last day of each Calendar Quarter for that year. GCDx has the right to continue to pay the minimum royalties specified in this Section 1.2 in order to keep the Licenses in good standing.
1.4. All royalties paid pursuant to Section 1.1 shall be cumulative for purposes of determining if any minimum royalty payment is due under Section 1.2. Accordingly, for any given Royalty Period, and taking into account the total sum of royalties paid to RXPC to date in such calendar year, GCDx shall make the minimum royalty payment, or portion thereof, under Section 1.2 if and only to the extent necessary to make up any shortage in the cumulative minimum royalty payment.
http://www.sec.gov/Archives/edgar/data/838879/000114420412039787/v318772_ex10-1.htm
As we promised we will show you how Radient paid down the $895,920 accounts payable.
.
Radient/AMDL Diagnostics Inc. received $100,000 from Uni-Pharma. Radient received a total of $530,000 from Global Cancer Diagnostics. Radient also exchanged $300,000 of the accounts payable on April 30, 2015 in exchange of RXPC stock that will be issued to the attorneys when Radient is reinstated in Delaware and the SEC.If you total ALL the monies the aggregate amount is
around $930,000 leaving radient with a few bucks to reinstate the corporation with the state of Delaware and the SEC.
Page 112 from the last SEC 10-K filed by Radient.
"Additionally, as part of the May 2012 Agreement and in order to provide for payment of past due legal fees, we issued to our legal counsel, Hunter Taubman Weiss LLP, a $300,000 unsecured 4% convertible note that matures on April 30, 2015, which shall (i) accrue interest at the rate of 4% per annum, (ii) be convertible into our Common Stock at a fixed conversion price of $0.01 per share, (iii) be subject to prepayment at the option of the Company, (iv) contain full ratchet and other customary anti-dilution protection, and (v) not be subject to any mandatory installment or other mandatory prepayment provisions prior to the April 30, 2015 maturity date."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
If you total ALL the monies the aggregate amount is
around $930,000 leaving Radient with a few bucks to reinstate the corporation with the state of Delaware and the SEC...Where will Radient get the rest needed for reinstatement?
Have Mercy Have Merger..ahoooooooooooooooooooooooooooooooooooooo
The Many Veils Of Radient Pharmaceuticals (Onko-Sure DR-70)
Sep 3, 2013 8 Cancer 8 comments
http://seekingalpha.com/instablog/8702411-underdawg/2186492-the-many-veils-of-radient-pharmaceuticals-onko-sure-drminus-70
Company Presentation: Global Cancer Dx
ByAZBio Members
Published: 2 years ago
http://azbio.tv/video/76134461f30e472d8f08be36f73bc095
Why the silence and no transparency...shhhhhhhhhhhhhhh
Feb 9, 2015
Provista Diagnostics to Present at Leerink Global Healthcare Conference
http://uk.reuters.com/article/2015/02/09/idUKnGNXc01JLc+1c6+GNW20150209
Why the silence and no transparency...shhhhhhhhhhhhhhh It is no longer a secret you understand....
What is a public shell?
http://www.tcc5.com/public_shell.htm
Creeping Takeover
https://nmimsfinomenon.wordpress.com/2011/09/22/creeping-takeover/
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Part Two Posted May 1, 2015
Runcoach You Said:
"Per filings, UNI agreement expired when patent expired. Hence zero royalties from UNI resulting in company becoming void and insolvent."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113266970
Runcoach.. From our analysis you are correct about the royalties. We proved in our recent posts why the royalties stopped after the last patent expired. The agreement between Uni-Pharma and AMDL Diagnostics was set up just so Radient could remain void and insolvent in order to have no operations for the purpose of acting as a (Public) shell with no operations, assets, etc. for the planned and future reverse merger and/or triangular reverse merger between the Radient Shell and Global Cancer Diagnostics and/or Provista Diagnostics according to the 2010 LOI for a reverse merger.
The royalties could not be charged after the last patent expired in the Uni-Pharma and AMDL Diagnostics Inc. agreement of June 6, 2013.. This is why the agreement was set up that way because AMDL Diagnostics couldn't enforce the royalties after the last patent expired..Here is a link and the precedent...
Still Unlawful to Charge Patent Royalties Beyond Patent’s Expiration Date
http://www.melinelegal.com/?p=745
The agreement between Uni-Pharma Inc. and AMDL Diagnostics Inc. was set up for another purpose. To receive monies from the one year agreement and use those funds to use to restructure the company and pay off accounts payable etc. according to SEC 8-K filings by Radient..Here is the link and explanation.
"From an operational perspective, with appropriate capital, we can continue to sell and ship Onko-Sure® test kits to the following territories: Korea, Turkey, Taiwan, India, Vietnam, and the U.S. Despite significant financial hardship, we continue to maintain our offices and FDA approved manufacturing facilities in Tustin, California, relying on selective former employees that continue to work as consultants. We are also engaged in business discussions with other companies seeking to license or purchase Onko-Sure for various domestic and international territories, although we have not entered into any formal agreements at this time. We are hopeful that if we can complete a sufficient number of these licensing and sales agreements, we will have enough capital to regain compliance with our public filing requirements and to begin to pay down various overdue accounts payable. These agreements may also allow us to restructure or convert to equity our existing notes payable in order to significantly reduce or eliminate a majority of the liabilities on our balance sheet. There can be no guarantee that any new licensing, purchase or restructuring transactions will be completed or that they will provide sufficient capital to carry out our plans."
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113_radientpharm.htm
The agreement between Uni-Pharma and AMDL Diagnostics is now void. The agreement between Uni-Pharma and Radient in 2011 is still in force. Included in the SEC 8-K filing June 6, 2013 agreement between Uni-Pharma and AMDL Diagnostics Inc. it states that the agreement between Uni-Pharma and Radient was still valid. Here are the links showing that there is a valid agreement between Uni-Pharma and Radient.You do agree that AMDL Diagnostics Inc. and radient Pharmaceuticals Corporation are separate entities according to Corporate law? Also you posted in the past and would agree that "SEC Filings are Facts",correct?
From the Radient 2011 10-K..Page 7 states that Uni-Pharma and Radient have a Five Year distributorship agreement and the June6, 2013 agreement validates it within the agreement with AMDL Diagnostics Inc. "SEC filings are facts", correct?
"8. An exclusive five-year distribution agreement with Uni-Pharma Taiwan (“Uni-Pharma”). This distribution agreement allows Uni-Pharma to market and sell Onko-Sure® in Taiwan, Singapore, and Hong Kong/Macau."
http://www.sec.gov/Archives/edgar/data/838879/000114420412037312/v316641_10k.htm
From the June 6, 2013 Agreement and SEC 8-K filing...As you can see, the agreement states that "Whereas, UNI wishes to hold a non-exclusive 5 year license (excepting Taiwan which remains exclusive per UNI-RXPC exclusive distribution agreement)" which proves that the agreement between Uni-Pharma and Radient was still in effect..
"This License Agreement (the “Agreement”), which shall be effective as of June 6, 2013, is by and between Uni Pharma Co., Ltd., a Taipei, Taiwan limited liability company (“UNI”) and Radient Pharmaceuticals Corporation (including its subsidiary AMDL Diagnostics Inc.) a Delaware incorporated United States company (“RXPC”)."
"Whereas, UNI wishes to hold a non-exclusive 5 year license
(excepting Taiwan which remains exclusive per UNI-RXPC exclusive distribution agreement)
to RXPC’s Onko-Sure and DR-70 cancer blood test kits (the “Tests”), procedures, analyses, data, know how, manufacturing, manufacturing processes, components, trademarks and intellectual property identified in Exhibit A (the “Intellectual Property”)."
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113ex10i_radientpharm.htm
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GetSeriousOk You Said:
"The UNI Agreement terminated when the patent expired."
"UNI hasn't paid royalties to Radient since the patent expired."
"And who cares anyway -- the royalty payment was only $200,000 per year."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113200055
GS You are correct the Uni-Pharma agreement terminated when the last patent expired. It was planned that way. The patent for the new Onko-Sure is DR-70 combined with Global Cancer Diagnostics and/or Provista Diagnostics Technology. The agreement between Uni-Pharma and Radient from 2011 is still in effect as we proved in the response to Runcoach's statements. You stated that the royalty payment was $200,000, where in fact it was $100,000. It is also the total amount received from the agreement.Here is the link from the SEC 8-K filing per the agreement.
License Royalty Payments
1.1
License Royalty Fee
UNI shall pay a license royalty fee of one hundred thousand ($100,000) USD per year up to a total of five hundred thousand ($500,000) USD for the duration of the 5 year License Agreement.
1.2 License Royalty Payments Schedule
UNI shall pay RXPC an annual minimum license royalty fee according to the following schedule:
June 6 2013 to June 6 2014: $100,000 ($20,000 upfront and $80,000 following tech transfer training and commercial-scale trial-run production)
June 6 2014 to June 6 2015: $100,000
June 6 2015 to June 6 2016: $100,000
June 6 2016 to June 6 2017: $100,000
June 6 2017 to June 6 2018: $100,000
Total five year licensing fee: $500,000
http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113ex10i_radientpharm.htm
GetSerious Said:
"UNIpharma is no longer involved with Radient."
"Radient's last patent for DR-70 expired. That event terminated the Agreement between UNI and Radient."
GS, AMDL Diagnostics and Radient are two separate entities. In the response to runcoash's statements we proved that Uni-Pharma and AMDL Diagnostics Inc. agreement is void. We also proved from SEC filings by Radient, that the exclusive 5 year agreement between Uni-Pharma and Radient is still in force and will expire in late 2016.. We do agree that Radient is not receiving license fees from the 2011 agreement between Uni and radient in order to keep Radient functioning as a Shell. You do agree that Radient and AMDL Diagnostics are two separate entities.? Therefore, Uni-Pharma is still involved with Radient.
GetSeriousOk You Said:
"Since DR-70 was off patent, UNI could manufacture, market, and sell DR-70 without paying anything to Radient. So that is what they did."
True, they can only market and sell according to the 2011 agreement between Uni-Pharma and Radient. The $100,000 royalty fee that was received by AMDL Diagnostics Inc. a wholly owned subsidiary of Radient and the total amount received, most likely allowed Uni-Pharma to market Onko-Sure without a license fee for the remaining June 3,2014 to June 6, 2015 period. When Radient comes out of hibernation in June 2015from a reverse merger, the new company will be able to then receive a license payments from whatever date that agreement states. The manufacturer is not Uni-Pharma, they are only marketing Onko-Sure. The Manufacturer is Pharmigene, a California entity with a manufacturing plant in Taiwan, an Uni-Pharma partner..
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268524
GetSeriousOk You Said:
"Radient was insolvent in December 2012."
"That is when they disclosed that they owed $900,000 for operational costs (vendors, suppliers, leases) and had no way to pay. That is the definition of "insolvent."
"Even if UNI still paid Radient the $200,000 per year royalty fee after the last patent expired, it would not have saved Radient from death. $200,000 per year was a drop of water in the 55-gallon-drum of Radient debt."
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113268667
Once again the Uni-Pharma and AMDL Diagnostics Inc. agreement on June 6, 2013 royalty fee was $100,000 and not $200,000.
The last 10-K ending December 31, 2011.on top of Page 50
The Accounts payable was $895,920. This was from the last 10-K ending on December 31, 2011. The previous year it was 1,065,768. This shows that Radient was attempting and did pay down the accounts payable. The Notes payable were also paid off completely.From 4,581,923 owed in 2010 to ZERO ending in 2011. Accrued salary was around $231, 000. This was probably paid down with offering of RXPC shares. The accrued share-based compensation was exchnged for RXPC shares. The rest of the debt including the interest expense, derivatives,and convertible notes were exchanged for stock according to the Equity and debt exchange by the laenders.. Here is a link stating that fact which is also listed in the SEC 10-K..
http://seekingalpha.com/article/245741-radient-shares-set-to-rebound-following-fall-on-trading-halt-friday
Tomorrow we will show and prove how the $895,920 accounts payable were paid down according to the SEC 8-K filing by Radient from licensing fees and royalties since December 31, 2011.. Stay Tuned...
GCDX web site updated...
http://globalcancerdx.com/
We are at the AZ BIO EXPO today! The focus of this year's event is clinical trials and what it takes to bring life-changing innovations to patients.
http://www.azbio.org/azbio-expo-2015
https://www.facebook.com/globalcancerdx
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Radient Is Being Restructured by A Reverse Merger
Part 1 April 20, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112893006
Part 2 April 21, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112930694
Part 3 April 22, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=112973321
Part 4 April 23, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113014648
Part 5 April 24, 2015 Rebuttals
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113056841
Part 6 April 25, 2015 Rebuttals
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113091753
Conclusion: April 26, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113104999
Uni-Pharma Part 1 April 27, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113119285
Uni-Pharma Part 2 April 28, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113155567
Uni-Pharma Part 3 - Global Cancer Diagnostics Part 1
April 29, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113192928
GCDX and Uni-Pharma April 30, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113228108
Uni-Pharma Conlusion May 1, 2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113264286
All Roads Lead To Scottsdale, Arizona and Taipei,Taiwan Uni-Pharma Partnering with Global Cancer Diagnostics to Manufacture and Distribute Onko-Sure Overseas.
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