Exhibit 10.10
Confidential portions of this Agreement have been omitted and filed separately
with the Commission subject to a request for confidential treatment.
[GRAPHIC OMITTED]
TEXAS TECH UNIVERSITY HEALTH SCIENCES CENTER
School of Medicine
Departments of Surgery
▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇
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(▇▇▇) ▇▇▇-▇▇▇▇ - Fax
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D.
Chairman & CEO
HemoBioTech, Inc.
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇; Fax: (▇▇▇) ▇▇▇-▇▇▇▇; E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Re: ▇▇▇▇▇ ▇ of the Texas Tech-HemoBioTech Joint Blood Substitute Project.
Date: December 13, 2004
Dear ▇▇. ▇▇▇▇▇▇:
Texas Tech Administration Officials and I acknowledge the receipt of the funds
for Phase II of the Texas Tech-HemoBioTech Joint Research Project. This week the
account will be established and after a few days actual work on the project will
begin.
We would like to thank you for hosting HemoBioTech's Board of Directors Meeting
at Texas Tech. We are pleased with the results of this important meeting. We are
glad that ▇▇. ▇▇▇▇▇, a new member of the Board of Directors, was pleased with
the scientific and technical capability of the Texas Tech Blood Substitute R&D
Team. We are confident that other members of your Board of Directors, Drs.
Mittemeyer and ▇▇▇▇▇▇▇▇▇ will ensure the success of the project.
As we discussed earlier I am including new FDA Guidance for the Blood Substitute
Industry: "Criteria for Safety and Efficacy Evaluation of Oxygen Therapeutics as
Red Blood Cell Substitutes" which will supercede the 1990 "Points to Consider on
the Safety Evaluation of Hb-Based Oxygen Carriers" and replaces the 1997 draft
"Guidance for Industry: Efficacy Evaluation of Hb- and Perfluorocarbon-Based
Oxygen carriers." We can confer this document on Wednesday.
▇▇. ▇▇▇▇▇▇ we are certain that under your leadership the blood substitute
project will be a commercial success.
Regards,
Jan
/s/ ▇▇. ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
▇▇. ▇▇▇ ▇▇▇▇▇▇
P.I. of Sponsored Research Agreement
Associate Research Professor of Surgery and Internal Medicine
Texas Tech University Health Sciences Center
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: 806-743-2460 ext. 246
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Cc:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Professor and Associate VP for Research and ▇▇▇▇ of the
Graduate School, TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Professor and HemoBioTech's Board of Directors
Member, TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Director, Office of Sponsored Programs, TTUHSC, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Dr. K. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director, Office of Technology Transfer and Intellectual
Properties, TTU & TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROJECT TITLE: TEXAS TECH-HEMOBIOTECH JOINT BLOOD SUBSTITUTE PROJECT.
PHASE II: U.S. PATENT EXTENSION AND INITIAL IND STAGE.
PROJECT DIRECTOR (AT HEMOBIOTECH, INC.):
` ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, PhD, Chairman & CEO
HemoBioTech, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇; Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
Web: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
PROJECT PRINCIPAL INVESTIGATOR (AT TTUHSC):
▇▇▇ ▇▇▇▇▇▇, DVM, PhD
Co-Inventor of Texas Tech Blood Substitute
Associate Research Professor of Surgery and Internal Medicine
Texas Tech University Health Sciences Center
School of Medicine
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇ ▇ ▇▇▇; Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
DATES OF THE ENTIRE PROPOSED PERIOD:
December 1, 2004 - November 30, 2005
TOTAL DIRECT COST REQUESTED FOR THE PROJECT:
$230,503
PERFORMANCE SITES: Department of Surgery
Texas Tech University Health Sciences Center
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and
Texas Tech ▇▇▇ ▇▇▇▇ ▇▇▇▇
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APPLICANT ORGANIZATION:
Texas Tech University Health Sciences Center
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TYPE OF ORGANIZATION: State
ORGANIZATIONAL COMPONENT TO RECEIVE CREDIT FOR GRANT:
School of Medicine
OFFICIAL SIGNING FOR APPLICANT ORGANIZATION:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PhD, Assoc. ▇▇▇▇/Assoc. VP
Office of Research and Graduate School
Texas Tech University Health Sciences Center
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ 112; ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇; Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date: 11/19/04
OFFICIAL IN BUSINESS OFFICE TO BE NOTIFIED ABOUT THIS FUNDING:
▇▇▇▇ ▇▇▇▇▇▇, Director
Office of Sponsored Program, TTUHSC
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇; Fax: ▇▇▇-▇▇▇-▇▇▇▇
Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Date: 11/19/04
PRINCIPAL INVESTIGATOR SIGNATURE: DATE: 11/18/04
Texas Tech-HemoBioTech Joint Blood Substitute Project.
Phase II: U.S. Patent Extension and Initial IND Stage
Page 2
1. PROJECT DESCRIPTION:
The proposed project represents a joint effort between Texas Tech University
Health Sciences Center (TTUHSC) and HemoBioTech, Inc. with an objective to
commercialize the Texas Tech developed blood substitute product. The legal basis
for such an activity is the Sponsored Research Agreement and License Agreement
between Texas Tech University Health Sciences Center (a licensor) and
HemoBioTech, Inc (a licensee).
After active participation in Phase I of the project including:
o creation of a company structure;
o development of the business plan; and
o intellectual/scientific/technical support during the process of
searching for an initial venture capital,
the Texas Tech Blood Substitute R&D team led by ▇▇. ▇▇▇▇▇▇, was asked to provide
further assistance to the company. As requested by ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chairman & CEO of HemoBioTech, Inc., during the October 28 meeting, new services
provided by Texas Tech to the company will include:
o completion and submission to the U.S. Patent and Trademark Office a
new patent on the method for stimulating erythropoiesis with the Texas
Tech developed blood substitute (Project I),
o transfer of the CMC, pre-clinical and clinical research data into
digital pdf format (Project II),
o analysis and summarization of the CMC, pre-clinical and clinical
research data for IND application (Project III),
o renovation and sanitation of the Texas Tech Blood Substitute Production
Facility (Project IV), and
o establishment of the animal blood donor facility (Project V).
Each project will be done at Texas Tech University using the Texas Tech
intellectual and technical resources and be paid in advance by HemoBioTech, Inc.
PROJECT I: *
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Texas Tech-HemoBioTech Joint Blood Substitute Project.
Phase II: U.S. Patent Extension and Initial IND Stage
Page 3
*
To speed up the process, HemoBioTech, Inc. has agreed to provide the financial
resources to complete this study.
As requested by ▇▇. ▇▇▇▇▇▇, this study should be completed in * after receiving
the necessary funds. This project will also require that ▇▇. ▇▇▇▇▇▇ will
prepare, in the *, a complete patent application.
*
The detailed budget is presented as ATTACHMENT 1.
PROJECT II: The transfer of the CMC, pre-clinical and clinical data into a pdf
file will require manual handling of ca. * different documents. This work will
be done by the Electron Microscopy and Medical Photography Center of TTUHSC. The
entire process will be coordinated by ▇▇. ▇▇▇▇▇▇, and is required by the FDA.
The detailed budget and timetable of completion is presented as ATTACHMENT 2.
PROJECT III: Analysis and summarization of the *, pre-clinical and clinical
research data will require evaluation of ca. * different documents. This work
will be done by ▇▇. ▇▇▇▇▇▇ * and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇, an employee of HemoBioTech,
Inc. (pre-clinical and clinical data). This project (▇▇. ▇▇▇▇▇▇'▇ part) will be
completed in * days after completion of the EPO study. ▇▇. ▇▇▇▇▇'▇ part will be
completed in
The detailed budget is presented in ATTACHMENT 1.
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Texas Tech-HemoBioTech Joint Blood Substitute Project.
Phase II: U.S. Patent Extension and Initial IND Stage
Page 4
PROJECT IV: The remodeling and sanitation of the Blood Substitute Production
Facility will be done by the Texas Tech's Facilities Planning and Construction
Department and the Blood Substitute's R&D Team under the direction of ▇▇.
▇▇▇▇▇▇. This project can be completed in 60 days after receiving the necessary
funds.
The detailed budget is presented as ATTACHMENT 3.
PROJECT V: The establishment of the animal blood donor facility will be done in
cooperation with the Department of Animal Sciences at TTU. This facility will be
located at * in New Deal and supervised by ▇▇. ▇▇▇▇▇▇. The remodeling/renovation
part of this project can be completed in * days after receiving the necessary
funds. This project will continue through the entire funding period.
The detailed budget and timetable of completion is presented as ATTACHMENT 4.
2. TECHNICAL AND MANAGERIAL RESOURCES. Texas Tech University Health Sciences
Center with twenty years of experience in the blood substitute field has all
intellectual and technical resources to successfully complete Phase II of the
project.
All the personnel involved are highly qualified, well recognized experts in the
blood substitute field. The proposed structure for the management team was
presented to ▇▇. ▇▇▇▇▇▇ during the October 28 meeting.
3. FUNDING REQUESTS: The total funds requested for Phase II (projects I, III, IV
and V) of the project are $230,502. This amount includes 25% overhead that will
cover use of the TTUHSC facilities during the funding period.
*
The detailed budget for each project is presented as attachments 1, 3 and 4.
The budget for Project 2 * is presented separately (SEE ATTACHMENT 2). The funds
for Project 2 * will be transferred directly from HemoBioTech, Inc. to EM Center
at TTUHSC *. ▇▇. ▇▇▇▇▇▇ and other members of his Blood Substitute R&D Team are
not HemoBioTech employees and should be reimbursed by the company for their
services. Moreover, ▇▇. ▇▇▇▇▇▇ does not own any HemoBioTech's stock.
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
PROJECT II
ATTACHMENT 1
PROJECT TITLE: The Texas Tech-HemoBioTech Joint Blood Substitute Project.
Phase II: U.S. Patent Extension and Initial IND Stage.
PROJECT DIRECTOR (at HemoBioTech, Inc.): ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
PROJECT PRINCIPAL INVESTIGATOR (at TTUHSC): ▇▇. ▇▇▇ ▇▇▇▇▇▇
DETAILED BUDGET FOR PHASE II OF THE PROJECT:
FROM: December 1, 2004 THROUGH: November 30, 2005/*
SALARY:
NAME ROLE ON TYPE % DOLLAR AMOUNT REQUESTED
PROJECT APPT EFF SALARY SALARY FRINGE TOTAL
(mo) BASE REQUESTED
SOMONI, Jan P.I. 12 * * * * *
▇▇▇▇▇▇▇, ▇▇▇▇ ▇. Post-doc 12 * * * * *
▇▇▇▇▇▇, ▇▇▇▇▇ Med. Res. 12 * * * * *
To be hired Animal Tech. 12 * * * * *
SALARY SUBTOTALS:
CONSULTANTS
EQUIPMENT (Itemize):
Phase II of this project will not require any equipment above $*.
However, modern computer (laptop) is needed for data collection and acquisition: *
SUPPLIES: (Itemize by category): *
*
ALTERATIONS AND RENOVATIONS:
Renovation and sanitation the Texas Tech Blood Substitute Production Facility: *
(the exact cost will be determined later)
Renovation/remodeling of the Animal Blood Donor Facility (New Deal Farm): *
(Cattle Facility Option 2)
OTHER EXPENSES: *
Photocopying, postage, phone, secretarial, e-mail/internet connection: *
(Cost of the CMC, pre-clinical, clinical research data transfer into the pdf
file presented separately as Attachment 2) *
TRAVEL: For P.I. and co-investigators to travel to company headquarter,
FDA, etc.: *
SUBTOTAL DIRECT COST FOR PHASE II OF THE PROJECT: *
TTUHSC OVERHEAD (25% of 158,002 base-excluding alterations/renovations)
TOTAL FOR PHASE II: 230,503
*
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Texas Tech-HemoBioTech Joint Blood Substitute Project.
Phase II: U.S. Patent Extension and Initial IND Stage
Page 5
Since ▇▇. ▇▇▇▇▇▇ and his team members will provide services to the company on a
regular basis, therefore the salaries for the personnel are for 12 months. After
completion of the proposed Phase II of the project the personnel will be
assigned to the next phase of the program.
▇▇. ▇▇▇▇▇ ▇▇▇▇▇, however, as a full time HemoBioTech's employee and no longer
employed by the Texas Tech University System, should not be reimbursed for his
services through this Sponsored Research Agreement.
SUBMITTED BY:
▇▇▇ ▇▇▇▇▇▇, DVM, PHD
Associate Research Professor of Surgery and Internal Medicine
P.I. of Sponsored Research Agreement
TTUHSC, School of Medicine
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURE: /s/ ▇▇▇ ▇▇▇▇▇▇ DATE: 11/18/04
APPROVED BY:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PH.D.
Associate Vice President for Research and
Associate ▇▇▇▇ for Research and the Graduate School
Office of Research and the Graduate School, TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURE: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ DATE: 11/19/04
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Director, Office of Sponsored Programs
TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURE: /s/ ▇▇▇▇ ▇▇▇▇▇▇ DATE: 11/19/04
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, JD
Director, Office of Technology Transfer and Intellectual Properties
TTU & TTUHSC, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SIGNATURE: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DATE: 11/19/04
PROJECT II
ATTACHMENT 2
DOCUMENT SCANNING AND CONVERSION TO PDF
BASED ON AN ANTICIPATED VOLUME OF * PAGES:
The department of Medical Photography and Electron Microscopy will scan and
convert documents of PDF at the rate of * to * per page (* to *). Rate applied
will be based on the complexity of scanning and converting individual documents.
We do not believe that actual cost will be the maximum figure due to the fact
that a large majority of the documents will not be highly complex. However, the
final cost will be established after the project has been completed.
As we discussed during the meeting, Oct 28, 2004; Medical Photography can
provide other services relating to the presentation of IND research data as
required by the FDA. Our unit can also help in the preparation of clinical and
research data during phase one of clinical trial. Such activities will require
the development of a supplemental budget. We are open to other request relating
to electronic documentation, presentation and secure transfer of data generated
through activities at Texas Tech University Health Sciences Center Sponsored
Research Agreement or directly to HemoBio Tech Inc.
DOCUMENT SCANNING/CONVERSION TIMETABLE:
Medical Photography and Electron Microscopy estimates it will take approximately
* days to properly scan and convert the anticipated volume, * pages. All
documents will be prepared according to Guidance for Industry Providing
Regulatory Submission is Electronic Format -- General Considerations, U.S.
Department of Health and Human Services Food and Drug Administration.
ADDENDUM: BID ACCEPTANCE, NOVEMBER 18, 2004
IN REFERENCE TO THE HEMOBIO TECH LETTER SENT TO ▇▇. ▇▇▇ ▇▇▇▇▇▇, DATED
NOVEMBER 6, 2004.
The department of Medical Photography and Electron Microscopy will perform the
transfer of CMC information to a digital format at the rate of * to * per page,
not to exceed * to * for documents required to complete Phase II. Work will
begin only after billing and payment procedures have been established between
the department of Medical Photography and Electron Microscopy and HemoBio Tech.
To set up these procedures, please contact:
▇▇▇▇ ▇▇▇▇▇▇
Manager -- Medical Photography and Electron Microscopy
Texas Tech University Health Sciences Center
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ Office
(▇▇▇) ▇▇▇-▇▇▇▇ FAX
▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
PROJECT II
ATTACHMENT 3
RENOVATION AND SANITATION OF THE TEXAS TECH BLOOD SUBSTITUTE
PRODUCTION FACILITY.
The cost should not exceed *.
The renovation and sanitation of the Texas Blood Substitute Production facility
will include:
*
*
* The information omitted is confidential and has been filed separately with the
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
