Radient Pharmaceuticals Corporation fka RXPC

[guardiangel]

DC The agreement was between Uni-Pharma and AMDL Diagnostics Inc. AMDL Diagnostics Inc. owns the rights and trademarks of DR-70 IP. Onko-Sure trademark is still in the parent Radient Pharmaceutical Inc. Uni-Pharma did not form a partnership with a Taiwan manufacturer to produce and market Onko-Sure to all the agreed territories after the patent expired in a year? No way San Jose.."Diamond In The Rough" Indeed..ADI ; guardiangel




http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113_radientpharm.htm

Section 1 - Registrant’s Business and Operations
Item 1.01 - Entry into Material Definitive Agreements

On June 6th 2013, we entered into a 5-year license agreement between AMDL Diagnostics, Inc. (“ADI”), a division within our company, and Uni Pharma Co., Ltd. a Taipei Taiwan limited liability company (“UNI”) that provides UNI with a 5-year exclusive license (subject to automatic renewal for an additional 5 years) to RXPC’s Onko-Sure® (formerly called DR-70 cancer blood test kits (the “Tests”), procedures, analyses, data, know how, manufacturing, manufacturing processes, components, trademarks and intellectual property. Pursuant to the terms of the Agreement, the total license fee shall be US$500,000, $100,000 of which UNI shall pay as an up-front license fee ($20,000 upon signing the agreement and $80,000 upon commencement of training UNI personnel at ADI facilities) and the remaining of which, UNI shall pay in 4 equal annual installments over the next 4 years. The License Agreement will become effective upon our receipt of the up-front license fee.

The agreement covers the following territories: China, Hong Kong, Malaysia, Singapore, Indonesia, Thailand, Japan, India, Turkey and Australia and New Zealand. We also agreed not to issue exclusive rights to any other person(s) to sell the Tests in the covered territories during the term of the agreement.

If we become the party to any type of bankruptcy action or proceeding that disrupts our business and ability to deliver the Tests, UNI has the right to use, market and sell the Tests and carry out any tasks to do same; provided however, sales made by UNI pursuant thereto, remain subject to the payment of royalty fees.

The Agreement shall continue until the earlier of expiration of the last patent issued to us for the Tests, when UNI terminates the agreement by discontinuing the offering of the Tests, or if UNI does not achieve sales necessary to meet the contractual minimum royalty payments for two consecutive fiscal quarters. Each party has the right to terminate the Agreement in certain circumstances, including a material breach under the Agreement or following a cure period associated with a government imposed prohibition against the sale of the licensed products.

A new independent scientific study published in the Oncogenesis, Inflammatory and Parasitic Tropical Diseases of the Lung edited by Jean-Marie Kayembe, ISBN 978-953-51-0982-2, published February 13, 2013, indicated that Onko-Sure® itself might contribute to confirm tumor diagnosis and to identify patients with advanced lung cancer, with high sensitivity (95.8%) and specificity (91.9%). This new data strengthens our views that Onko-Sure® can be used as a lung cancer screening tool.

Section 5 - Corporate Governance and Management
Item 5.02 - Departure of Directors or Certain Officers

On June 4, 2013, Mr. Michael Boswell resigned as a member of our Board of Directors and our Board of Directors accepted his resignation. Mr. Boswell's resignation did not indicate that his resignation was in connection with any disagreement with the Company pertaining to the Company’s operations, policies or practices. Mr. Boswell resigned to dedicate more of his time to his own business and personal pursuits.

On June 7th, 2013, the Board of Directors appointed Mr. Michael Christiansen to fill the vacancy on our Board created by Mr. Boswell's resignation. Mr. Christiansen was formerly the Executive Vice President and Chief Financial Officer of Jameson Stanford Resources Corporation and Bolcán Mining Corporation from May 2012 to November 2012, with his service concluding upon the closing of the merger of the two companies. Prior to joining Bolcán, Mr. Christiansen worked at WestPark Capital from 2007 to 2012 as Managing Director in the Corporate Finance group. Mr. Christiansen has more than fifteen years of investment banking experience, having served previously with Prudential Securities from 1997 to 2001, and with Seidler Amdec Securities and Laffer Associates from 1986 to 1992. His investment banking experience includes public and private equity transactions, mergers and acquisitions, and strategic advisory engagements with clients in consumer, retailing, software and technology industries. As a senior investment banker, he has advised clients on over $1.3 billion in aggregate closed financing transactions. Mr. Christiansen also served as Executive Vice President and Chief Financial Officer of Vizional Technologies, Inc. from 2002 through 2006, and as Executive Vice President and Chief Financial Officer of PortaCom Wireless, Inc. from 1994 to 1996. Mr. Christiansen was awarded an MBA from the University of Southern California and a B.S. degree in corporate finance and economics from Utah State University.