Attached files
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| EX-10.1 - PROTECT PHARMACEUTICAL Corp | v210044_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): January 31, 2011
PROTECT
PHARMACEUTICAL CORPORTION
(Exact
name of registrant as specified in its charter)
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NEVADA
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000-54001
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27-1877179
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
|
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of
incorporation)
|
File
Number)
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Identification
No.)
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116
Village Boulevard, Suite 200, Princeton, New Jersey 08540
(Address
of principal executive offices)
Registrant's
telephone number, including area
code: (609) 945-3938
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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FORM
8-K
Item
2.01 Completion of Acquisition or Disposition of
Assets.
On January 31, 2011, Protect
Pharmaceutical Corporation (the “Company”)
finalized and closed that certain Patent Purchase Agreement (the “Agreement”)
with Grünenthal GmbH, a company organized under the laws of Germany (“Grünenthal”). Pursuant
to the terms of the Agreement, the Company sold to Grünenthal all of the
Company’s rights, title and interest in and to certain inventions described and
claimed in certain patents and patent applications (collectively “the Patents”),
including without limitation, all extensions, continuations, provisionals,
derivatives and related applications thereof. The Patents relate to
Opioid Formulations and Methods of treating acute and chronic pain.
In
exchange for the Patents, Grünenthal agreed to pay the Company the cash
consideration of $1,600,000, of which $1,450,000 was paid at the closing and
$150,000 to be paid after transfer of all documents and data relating to the
Patents. The Company originally acquired the subject Patents sold to
Grünenthal, together with other inventions and patents, in February 2010
pursuant to a Patent Acquisition Agreement with Nectid, Inc., a privately held
New Jersey company. Under the terms of the Patent Acquisition
Agreement and Addendum, the Company agreed that in the event the Company sold
out right any of the patents acquired from Nectid without first undertaking any
development of the patents, the proceeds from such sale would be divided, 60% to
Nectid and 40% to the Company. Accordingly, the Company will realize
40%, or $640,000 from the proceeds of the sale and the balance will be paid to
Nectid. The Company retains all other inventions, patents and
technologies initially acquired from Nectid.
The Company’s Chief Operating Officer
and director, Ramesha Sesha, is the inventor of all the Patents and is also a
principal and former President of Nectid. Mr. Sesha was not
affiliated with the Company at the time the Patents were initially acquired from
Nectid in February 2010. Although Nectid was not a party to the
Agreement with Grünenthal, it will benefit pursuant to the terms of its Patent
Acquisition Agreement and Addendum with the Company.
Notes
about Forward-looking Statements
Statements contained in this current
report which are not historical facts, may be considered "forward-looking
statements," which term is defined by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are based on current
expectations and the current economic environment. We caution readers
that such forward-looking statements are not guarantees of future performance.
Unknown risks and uncertainties as well as other uncontrollable or unknown
factors could cause actual results to materially differ from the results,
performance or expectations expressed or implied by such forward-looking
statements.
Item
9.01 Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
No. Description
10.1 Patent
Purchase Agreement
______________
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Protect
Pharmaceutical Corporation
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Date: February
4, 2011
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By:
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/s/ Ramesha Sesha | |
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Ramesha
Sesha
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Chief
Operating Officer
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