Tamir Biotechnology Inc. (ACEL)

[Helter Skelter]

ACEL may come off bottom with this 8-K filing @ 5:30pm on 12/15/2011...

Item 1.01 Entry into Material and Definitive Agreement

Entry into a Memorandum of Understanding

On November 23, 2011, Tamir Biotechnology, Inc (formerly Alfacell Corporation) hereafter (Tamir) entered into a Memorandum of Understanding (MOU), with US Pharmacia hereafter (USPI and/or affiliates), pursuant to which USPI, will be granted the exclusive marketing, sales, and distribution rights of ONCONASE® for use in Human Papillioma Virus (HPV) in the European Territory upon completion of full License payment. Territory includes Western and Eastern Europe. USPI shall pay Tamir the sum of $1,000,000.00 (one million dollars) in installments provided Tamir achieves certain milestones. Under the MOU, on December 12, 2011, Tamir received an initial payment of $405,000.00 (four hundred five thousand dollars) and Tamir shall provide USPI with Proof of Concept (POC) demonstrating successful formulation drug formulation of ONCONASE® which will be used to treat genital and skin warts caused by the HPV and in vivo penetration of Onconase into the skin. Tamir shall provide this POC by March 31, 2011. If successful, USPI shall pay Tamir balance of $595,000.00 in installments once other pre-clinical milestones have been met.

The terms of the License Agreement shall be agreed upon by the parties as outlined in the MOU. Tamir will also be entitled to receive milestone payments based on the achievement of certain regulatory approvals and certain sales goals. In addition, Tamir will receive a royalty on net sales as well as a transfer price for product sold by Tamir to USPI.

Tamir will be responsible for making regulatory filings with and seeking marketing approval of ONCONASE® in the Territory and manufacturing and supplying ONCONASE® to USPI. USPI will be responsible for all commercial activities and related costs in the Territory.

Link > ACEL 8-K

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