Replies to post #3823 on Axim Biotechnologies Inc (AXIM)

[Devolution]

Curiosity is killing this cat. I am dying to see some of the blanks filled in (see below) for B-1 to B-3.

It is a HUGE contract, Global distribution, Exclusive, and with a term of 5 years.

Also, any new orders of product have to be paid, from 1.3 of the contract:

(50%) on order and fifty percent (50%) net-30 payment after delivery at Licensor's facility.

Is it possible we are missing something? It makes sense that the contract was executed on 9/15, since the PR came out 4 days later (9/19), but disclosure of the receipt of a large payment - does that need to be PR'd? I know it is material, but perhaps there is some kind of an exclusionary clause for payments (which are disclosed in the Quarterly Report)?

Personally, I can't see how the receipt of funds for the first production run in one lump some that covers 6 months of future sales is NOT considered a material event that needs to be Press Released....

SCHEDULE A
Products
1.Lactoferrin tear (Lactoferrin) test to identify aqueous deficient dry eye
2.Total IgE Allergy (IgE) test to identify allergic conjunctivitis
3.Quantitative MMP-9 (MMP-9) test to identify ocular surface inflammation
4.Universal Digital Reader for Axim POC tests

SCHEDULE B-1
Consideration
Rights for Lactoferrin and IgE Tests
License Fee
Prepayment

Exclusive distribution rights with private label Versa branding
$[ ]
100% for initial 6 months order
1.The License Fee of $[ ] is payable within seventy-two (72) hours of execution of this Agreement.
2.In lieu of an initial MMP-9 license fee, Licensee agrees to pay for 50% of the MMP-9 clinical study when both Licensor and Licensee agree to the study protocol estimated to be $[ ] per party. Licensor will share clinical trial data under confidentiality terms.
3.Licensor will grant Licensee exclusivity of the Licensor MMP-9 test when the 510k is FDA cleared.
4.A 100% 6-month prepayment for the MMP-9 test will be required with the first order of MMP-9 tests.
5.Licensor intends to develop a new test for other biomarkers for the eye care industry. Licensor will grant Licensee a first right of negotiation for exclusivity of any new test related to eye care developed by Licensor that Licensor has proprietary and exclusive rights to out license.

SCHEDULE B-2
Initial Order
1.Minimum Initial Order of [ ] units.
2.Licensor agrees to provide the readers at cost and any repricing made by the manufacturer, including discounts, will be passed on to Licensee.
3.Licensee agrees to pay Licensor $[ ] per reader to program, test and repackage (Set-up Fee).
4.Readers initial order [ ]
5.IGE initial test order [ ]
6.Lactoferrin initial test order [ ]
7.Set-up Fee [ ]
8.Initial Order will total $[ ], payable within seventy-two (72) hours of execution of this Agreement minus any prepayments made for the reader.
9.Licensor will deliver the first [ ] of both tests as Licensee reasonably requests.
10.Licensee will provide a nonbinding twelve month (12) rolling forecast to Licensor. Licensee shall be bound and committed and responsible to purchase the initial number of units listed in the first six (6) months of the forecast upon the execution of this Agreement. Licensee may modify the remaining six (6) months of the forecast by up to 40% of the original volume listed by Licensee from the prior month's Rolling Forecast.
11.Licensor will provide the tests purchased for the initial six-month Purchase Order of the forecast within a 90-day lead time from receiving the initial Purchase Order. Thereafter, by the first of each month, Licensee will provide an updated rolling forecast to Licensor and a Purchase Order. The Purchase Order will obligate Licensor to provide the tests purchased for each additional monthly purchase of the forecast within a 45-business day lead time from receiving a Purchase Order. If Licensee requests Licensor to increase its production beyond the rolling forecast, Licensor will make a good faith effort to do so, but will not be obligated to provide such tests within a 45-business day lead time.

SCHEDULE B-3
1.Pricing and Sales Minimums
2.The Annual Minimum Sales Commitments for each Product are listed below:

Rights for
Combined Lactoferrin
and IgE Tests
Annual Minimum Sales Commitment (in Units) Combined
Year 1
Year 2
Year 3
Year 4
Year 5

Exclusive Distribution Rights Without CLIA Waiver
[ ]
[ ]
[ ]
[ ]
[ ]

Exclusive Distribution Rights with CLIA Waiver

[ ]
[ ]
[ ]
[ ]
[ ]

Rights for
MMP-9 Tests
Annual Minimum Sales Commitment (in Units)
Year 1
Year 2
Year 3
Year 4
Year 5

Exclusive Distribution Rights Without CLIA Waiver

[ ]
[ ]
[ ]
[ ]
[ ]

Exclusive Distribution Rights with CLIA Waiver

[ ]
[ ]
[ ]
[ ]
[ ]


3.Delivery/Risk of Loss. The Products shall be delivered, title transferred, and risk of loss shall be passed to Licensee, EX-Works (as defined in INCOTERMS 2010 or any revision thereof) at Licensor's or its manufacturer's) shipping dock. Licensee will make all necessary arrangements for shipping (from pickup through customs clearance to delivery) and for the insurance for shipping.

Schedule C

TERRITORY

1.Worldwide / global, within the fields of use of ophthalmology and optometry offices, clinics, schools, and hospital centers, and governmental facilities.