Replies to post #12015 on Lexington Biosciences Inc. (LXGTF)

[77Port]

Good post bigtalan. I read through it all last year and followed the paperwork. It was confusing because of the multiple cousin companies that existed prior to LexBio being created specifically for their relationship with Berkeley Lab.

The following comes from LexBio's "Financial Condition and Results ... ended June 30, 2018." I can't find the URL, but I have the downloaded document. Below is the entire section about the Berkeley Lab contract. Later I could try to post the entire doc. I've put items relating to the patent in bold.

The Berkeley Lab Contract

License Fee

The Company, through its subsidiary Lexington USA, entered into a license agreement with the “Berkeley Lab”) on December 11, 2015, as amended on October 14, 2016, February 27, 2017 and May 29, 2018 (the “Agreement”), whereby the Berkeley Lab granted the Company an exclusive global license to commercialize its technology for personalized measurement and monitoring of vascular health to prevent cardiovascular disease at its earliest stages.

Under the terms of the Agreement the Company is contracted to diligently proceed with the development, manufacture and sale of products, services or processes that employ or are produced by the practice of patented technology licensed by the Berkeley Lab (the “Licensed Products”). The Company is contracted to compensate the Berkeley Lab with a combination of royalties and other payments from revenues earned from the sale of Licensed Products.

Patents

The Company is obliged to reimburse Berkeley Lab for all patent costs relating to the Licensed Products in the future as well as US$42,200 of past patent costs incurred by Berkeley Lab, which has been paid in full.
4
Lexington Biosciences, Inc.
Management’s Discussion and Analysis
For the three months and six ended June, 30 2018 (cont’d…)


Performance Requirements

Under the terms of the Agreement, the Company is contracted to achieve the following performance requirements:

? Raise a minimum of $1.25 million for further development of the Licensed Product by February 11, 2017. This has been
completed.

? Complete an intellectual property evaluation of the Licensed Product and engage a FDA consulting firm to assist in the approval process of the Licensed Product by March 11, 2017. This has been completed.

? Complete construction of a prototype of the Licensed Product by December 11, 2017. This has been completed.

? Obtain sufficient data to support the first FDA premarket approval submission of the Licensed Product by June 11, 2019.

? Submit applications to the FDA for the necessary approvals required to market the Licensed Product by June 11, 2020.

? Begin marketing the Licensed Product by June 11, 2021.

? Commence selling the Licensed Product by December 11, 2021.

The Company and Berkeley Lab, by mutual consent, may amend or extend these performance requirements at the written request of the Company in response to legitimate business reasons.

Royalties

The Company is contracted to pay Berkeley Lab an earned royalty at an industry standard percentage of the selling price of each Licensed Product sold, subject to the following minimum annual royalty amounts:


Year Minimum Annual Royalty

2018 US$ 50,000
2019 US$100,000
2020 US$175,000
2021 US$250,000
Annually thereafter US$300,000

Milestone Payments

The Company is contracted to pay Berkeley Lab each of the following milestone payments upon the first achievement of the milestone event indicated below with respect to the first Licensed Product:

? US$150,000 upon market approval of the first Licensed Product.

? US$300,000 upon reaching US$10 million in cumulative gross sales.

Termination

If the Company violates or fails to perform any material term of the Agreement, the Berkeley Lab may give written notice of such default and provide 60 days to cure this default.

[77Port]

My understanding is that Berkeley Lab put up the money for the patent but doesn't own it. In previous post, the section outlines LexBio paying Berkeley back for all patent costs, showing that LexBio owns/controls the patent and product.

I can't imagine any reasonable person (or judge) reading the published and public LexBio materials and not believing the company and shareholders of company as the ones who would be the beneficiaries of all profits from patent, product, etc. Any attempt as saying otherwise would just be too obviously fraud.