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Re: Estrella post# 30

Friday, 01/13/2012 4:52:56 PM

Friday, January 13, 2012 4:52:56 PM

Post# of 69
On January 10, 2012, Islet Sciences, Inc. (“Islet”), a wholly-owned subsidiary of One E-Commerce Corporation (the “Registrant”), entered into an agreement (the “Agreement”) with Progenitor Cell Therapy (“PCT”), a wholly owned subsidiary of NeoStem Inc. Under the Agreement, PCT will be providing the protocols, procedures, systems, equipment, testing, quality controls, and manufacturing and distribution services to support the development and commercialization of Islet’s encapsulated porcine islet cells for the treatment of diabetes.


As compensation for the services of PCT, Islet agreed to pay to PCT a non-refundable monthly fee of $63,000 and a non-refundable monthly charge of between $33,000 and $54,000. PCT is also entitled to receive 400,000 shares of the Registrant’s common stock and warrants to purchase 350,000 shares of the Registrant’s common stock at an exercise price of $1.00 per share.


PCT has the right for a period of ten years to be the exclusive manufacturer of any product involved in the services to be provided under the Agreement. With respect to commercial production of such products, PCT will be entitled to a royalty of 2.85% of gross sales and 5% of any sublicensing fees, royalties, milestone fees or profit sharing payments.


The foregoing description of the Agreement is qualified in its entirety by the text of the Agreement which is annexed hereto as Exhibit 10.1.


On January 12, 2012, Islet issued a press release announcing execution of the Agreement, a copy of which is attached hereto as Exhibit 99.1.

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