Radient Pharmaceuticals Corporation fka RXPC

[guardiangel]

Radient Is Being Restructured by A Reverse Merger

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 so it could continue to have no operations for the purpose of acting as a shell with no operations, assets, etc. for the planned and future reverse merger and/or triangular reverse merger between 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 Pharmagene, 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


Uni-Pharma Conlusion May 1, 2015

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GCDX and Uni-Pharma April 30, 2015

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113228108

Uni-Pharma Part 3 - Global Cancer Diagnostics Part 1
April 29, 2015

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=113192928

Uni-Pharma Part 2 April 28, 2015

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Uni-Pharma Part 1 April 27, 2015

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Conclusion: April 26, 2015

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Part 1 April 20, 2015

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Part 2 April 21, 2015

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Part 3 April 22, 2015

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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

All Roads Lead To Taipei,Taiwan Uni-Pharma Partnering with Global cancer Diagnostics to Manufacture and distribute Onko-Sure Overseas.