Unassociated Document


    
      CONSULTING
AGREEMENT


    

    
       

      THIS CONSULTING AGREEMENT
(this “Agreement”), dated as of 30 January 2008 (the “Effective Date”), is by and between Frank Prosl (“Consultant”), and CorMedix Inc., with principal
executive offices at 86 Summit Ave., Suite 301, Summit, NJ 07901 (the “Company”).


    

    
       

      WITNESSETH:

       

    

    
      WHEREAS, Company is a
development stage biomedical and pharmaceutical company;


    

    
       

      WHEREAS, Consultant provides
expertise in regulatory and development matters related to the pharmaceutical,
biotechnology and life science sectors;


    

    
       

      WHEREAS, Company desires that
it be able to call upon the knowledge and experience of Consultant for
consultation services and advice; and


    

    
       

      WHEREAS, Consultant is willing
to render such services to Company on the terms and conditions hereinafter set
forth in this Agreement.


    

    
       

      NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:

    

    
       

      Section 1. Services. Consultant agrees to
provide general consulting services to Company focused on certain assets as set
forth on Exhibit
A hereto (the “Assets”). Consultant’s services to the Company shall
include those set forth on Exhibit A hereto, and
shall include assisting with other projects at the Company’s direction that are
reasonably related to such services (the “Services”). Consultant hereby agrees that the
Services shall be provided at such times and at such places as the Company shall
reasonably request, and in accordance with the highest prevailing industry
standards and practices for the performance of similar
services.


    

    
       

      Section
2.   Term of
Agreement. The retention of the
Consultant by the Company as provided in Section 1 above shall be for a period
of two (2) years from the date hereof, unless sooner terminated in accordance
herewith (the “Term”); provided, however, that the Term
shall be extended automatically for an additional one-year period upon mutual
written agreement of both Consultant and Company. Notwithstanding anything to
the contrary contained herein, the Agreement may be terminated by Consultant or
the Company upon thirty (30) days prior written notice to the other party.
Immediately upon receipt of such notice from the Company, Consultant shall
institute such termination procedures as may be specified in the notice and
shall use his/her best efforts to minimize the cost to Company resulting from
such termination. Sections 5, 6, 7, 8, 9 and 10 shall survive the expiration or
termination of this Agreement.


    

    
       

      Section 3. Compensation. As full compensation for
the performance by Consultant of the Services hereunder, the Company
shall:


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a)       Pay
Consultant $12,500 per month. Consultant shall provide the Company with
written
invoices on a monthly basis for services rendered for such month, a description
of the activities undertaken by Consultant and/or Consultant Personnel, a list
of all meetings attended during the month and the itemization of all expenses
incurred that are reimbursable pursuant to Section 4 hereof. The Company agrees
that payment shall be made to Consultant within thirty (30) business days of its
receipt of each undisputed monthly invoice, beginning on the two-month
anniversary of the Effective Date.

       

    

    
      (b)       As
soon as practicable after the Effective Date, the Company shall issue to
Consultant a warrant to purchase 20,000 shares of the Company’s Series A Common
Stock, par value $0.001 (the “Common Stock”), and shall further issue Consultant
a warrant to purchase 10,000 shares of Common Stock as soon as practicable
following the satisfactory achievement (in the good faith judgment of the
Company’s Board of Directors) of each of the following milestones: (i)
completion of all responses from the U.S. Patent and Trademark Office regarding
patents related to the Services; and (ii) organizing the warehoused material
relating to the antimicrobial files of ND Partners, LLC and other items for
shipment to Company in its entirety (all such warrants collectively, the “Warrants”). The exercise price of the Warrants
shall be determined in the good faith judgment of the Company’s Board of
Directors in accordance with applicable laws, and shall be equal to the fair
market value of the Company’s Common Stock at the time of the delivery of the
warrant to Consultant. The Warrants shall have a term of five (5) years
commencing on the date of their respective issuances.

    

    
       

      (d)       Consultant
and Company acknowledge and agree that the compensation set forth herein
represents the fair market value of the services provided to Company by
Consultant, negotiated in an arms-length transaction, and has not been
determined in a manner which takes into account the volume or value of any
current or future referrals or business otherwise generated between the Company
and the Consultant. Nothing contained in this Agreement constitutes or shall be
construed in any manner as an obligation or inducement for Consultant to
recommend the prescribing, purchase, use, or preferential formulary status or
dispensing of any of the Company’s products or services or those of any
organizations affiliated with the Company.


    

    
       

      Section 4. Expenses. The Company shall reimburse
Consultant for all reasonable and necessary expenses incurred by Consultant in
connection with the Services provided hereunder; provided, however, that such
expenses are pre-approved in writing (including, without limitation, by e-mail)
by the Company.

       

      
        Section
5. Confidential
Information and Inventions.

         

        
          (a)        
  Consultant recognizes and acknowledges that in the course of his/her
duties Consultant is likely to receive confidential or proprietary information
owned by the Company, its affiliates or third parties with whom the Company or
any such affiliates has an obligation of confidentiality. Accordingly, during
and after the Term, Consultant shall use his/her best efforts to protect the
confidentiality of the Confidential and Proprietary Information and agrees to
keep confidential and not disclose or make accessible to any other person or use
for any other purpose other than in connection with the fulfillment of his/her
duties under this Agreement, any Confidential and Proprietary Information (as
defined below) owned by, or received by or on behalf of, the Company or any of
its affiliates. “Confidential and Proprietary Information”
shall include, but shall not be limited to, confidential or proprietary
scientific or technical information, data, formulas and related concepts,
business plans (both current and under development), client lists, promotion and
marketing programs, trade secrets, or any other confidential or proprietary
business information relating to development programs, costs, revenues,
marketing, investments, sales activities, promotions, credit and financial data,
manufacturing processes, financing methods, plans or the business and affairs of
the Company or of any affiliate or client of the Company. Consultant expressly
acknowledges the trade secret status of the Confidential and Proprietary
Information and that the Confidential and Proprietary Information constitutes a
protectable business interest of the Company. Consultant agrees: (i) not to use
any such Confidential and Proprietary Information for himself/herself or others;
and (ii) not to take any Company material or reproductions (including but not
limited to writings, correspondence, notes, drafts, records, invoices, technical
and business policies, computer programs or disks) thereof from the Company’s
offices at any time during the Term, except as required in the execution of
Consultant’s duties to the Company. Consultant agrees to return immediately all
Company material and reproductions (including but not limited, to writings,
correspondence, notes, drafts, records, invoices, technical and business
policies, computer programs or disks) thereof in his/her possession to the
Company upon request and in any event immediately upon termination or expiration
of the Term. Consultant shall inform the Company of the existence and basic
content of any meetings, calls, or discussions related to the Assets or the
Services with third parties, including without limitation governmental agencies
and competitors.

        

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

    

    
      (b)           Except
with prior written authorization by the Company, Consultant agrees not to
disclose or publish any of the Confidential and Proprietary Information, or any
confidential, scientific, technical or business information of any other party
to whom the Company or any of its affiliates owes an obligation of confidence,
at any time during or after the Term.

       

      (c)           Consultant
agrees that all inventions, discoveries, improvements and patentable or
copyrightable works related to an Asset (“Developments”) initiated, conceived or made by
him/her, either alone or in conjunction with others, in connection with or as a
result of performance of Services by Consultant during the Term shall be the
sole property of the Company to the maximum extent permitted by applicable law
and, to the extent permitted by law, shall be “works made for hire” as that term
is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The
Company shall be the sole owner of all patents, copyrights, trade secret rights,
and other intellectual property or other rights in connection therewith.
Consultant hereby assigns to the Company all right, title and interest he/she
may have or acquire in all such Developments. Consultant further agrees to
assist the Company in every proper way (but at the Company’s expense) to obtain
and from time to time enforce patents, copyrights or other rights on such
Developments in any and all countries, and to that end Consultant will execute
all documents necessary:

    

    
       

      (i)     During
the Term, to apply for, obtain and vest in the name of the Company alone (unless
the Company otherwise directs) letters patent, copyrights or other analogous
protection in any country throughout the world and when so obtained or vested to
renew and restore the same; and


    

    
       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

    

    
      (ii)    During
the Term, to defend any opposition proceedings in respect of such applications
and any opposition proceedings or petitions or applications for revocation of
such letters patent, copyright or other analogous protection.

    

    
       

      (d)     
     Consultant agrees that he/she will promptly
disclose to the Company, or any persons designated by the Company, all
improvements and Developments made or conceived or reduced to practice or
learned by him/her, either alone or jointly with others, during the
Term.


    

    
       

      (e)       
   Consultant agrees that the Company shall be entitled to enjoin
any breach of the confidentiality and other obligations hereunder without having
to post a bond in addition to all other remedies it may have under applicable
law. Consultant will notify the Company in writing immediately upon the
occurrence of any unauthorized release of any Confidential and Proprietary
Information or other breach of any of the obligations under this Section 5 of
which it is or becomes aware.


    

    
       

      (f)         
  If during the Term the Consultant has initiated, conceived, or made
a Development that is an invention, discovery, improvement or patentable or
copyrightable work related to an Asset (a “Developed Asset”) and the Company intends to Abandon
(as defined herein) such Developed Asset, it shall deliver written notice to the
Consultant (by e-mail with confirmed receipt, certified mail or via an
internationally recognized overnight courier) (any notice compliant with the
foregoing provisions hereinafter referred to as “Notice”) of such intent within thirty (30)
days of the Company’s definitive determination of such intent. If the Company
Abandons a Developed Asset, then the rights associated with such Abandoned
Developed Asset shall revert to Consultant. For purposes of this Agreement, to
“Abandon” a Developed
Asset shall require at least one of the following by the Company: (i) failure to
make any royalty payment required for such Developed Asset; (ii) failure to make
any filing or payment required to keep such Developed Asset current within the
extended period allowed; or (iii) failure to file and pursue patent
applications, divisionals, and/or continuations-in-part for such Developed Asset
to the extent patent protection is available (including all possible extensions
of time). Notwithstanding the foregoing, prior to a Developed Asset being deemed
Abandoned hereunder, Consultant shall first deliver Notice to the Company of a
potential Abandonment hereunder and the Company shall have sixty (60) days from
the date of such notice to cure such Abandonment, or if such Abandonment cannot
reasonably be cured within such time period, then within such time period as is
required to cure such Abandonment, provided that the Company commences such cure
within such sixty (60) day period and pursues with reasonable diligence such
cure thereafter until so cured.


    

    
       

      (g)           If
the Company commits a material breach of this Agreement, which breach remains
uncured after sixty (60) days’ prior Notice to the Company by Consultant of such
breach, then the rights associated with any Developed Asset shall revert to
Consultant.

       

      
        
          
          

        

        
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      (h)          
If this Agreement is terminated by the Company during the Term, other than for
Cause (as defined herein), then the rights associated with any Developed Asset
shall revert to Consultant. If, during the Term, the Exclusive License and
Consulting Agreement, dated January 18, 2008, between the Company and
Hans-Dietrich Polaschegg (the “Polaschegg Agreement”), is terminated by the Company,
other than for Cause on the part of Polaschegg,
prior to the scheduled expiration thereof, then the rights associated with any
Developed Asset shall revert to Consultant. For purposes of this Section 5(h),
any of the following actions shall constitute “Cause”:
(i) any willful failure, disregard or refusal by Consultant to perform his
duties hereunder; (ii) any willful, intentional or grossly negligent act by
Consultant having the effect of injuring, in a material way (whether financial
or otherwise and as determined in good-faith by the Company), the business or
reputation of the Company or any of its affiliates, including but not limited
to, any officer, director, executive or shareholder of the Company or any of its
affiliates; (iii) any willful misconduct by Consultant in respect of the duties
or obligations of Consultant under this Agreement, including, without
limitation, insubordination with respect to directions received by Consultant
from an officer of the Company; (iv) any misappropriation or embezzlement of the
property of the Company or its affiliates (whether or not a misdemeanor or
felony); (v) any breach by Consultant of any of the provisions of Sections 5, 6,
7, or 8 of this Agreement; or (vi) breach by Consultant of any provision of this
Agreement other than those contained in Sections 5, 6, 7, or 8 that is not cured
by Consultant within thirty (30) days after Notice thereof is given to
Consultant by the Company.

    

    
       

      (i)   
        For the avoidance of doubt, (i)
a Developed Asset hereunder shall be included in all calculations related to the
Minimum Royalty Payments (as such term is defined in the Polaschegg Agreement)
under Section 4 of Polaschegg Agreement, and (ii) no rights associated with a
Developed Asset hereunder shall be deemed Blocking Rights (as such term is
defined in the Polaschegg Agreement) under Section 3(b) of the Polaschegg
Agreement, and accordingly the existence of a Developed Asset hereunder shall
not cause a reduction of Royalty Payments (as such term is defined in the
Polaschegg Agreement) under the Polaschegg Agreement.

    

    
       

      (j)         
  If Consultant initiates, conceives, or makes (alone or with others)
any invention, discovery, improvement or patentable or copyrightable work during
the Term that is not related to an Asset or the Services (a “New Idea”) and the Company is interested in
obtaining a license to such New Idea, Consultant and the Company shall work
together in good faith towards the successful negotiation of such a license. In
addition, during the Term, the Company shall have a right of first refusal (the
“Right of First Refusal”) with respect to licensing or
acquiring any New Idea. In connection therewith, if Consultant receives a bona
fide offer from any third party to acquire or license any New Idea from
Consultant, then Consultant shall promptly (and in no event later than twenty
(20) days thereafter) deliver written notice and the complete description of the
third party offer (and the actual offer, if the third party presented such offer
in writing) to the Company. The Company shall have the right but not the
obligation, to license such New Idea from Consultant on such terms and
conditions set forth in the offer received by Consultant from the third party.
If the Company elects to exercise the Right of First Refusal, it shall deliver
written notice to Consultant within ninety (90) days of receipt of the written
notice from Consultant with respect to the New Idea and the third party offer.
If the Company does not exercise the Right of First Refusal within such ninety
(90) day period, Consultant shall be free to license or sell the New Idea to
such third party on the same terms set forth in the written offer within thirty
(30) days after the expiration of such ninety (90) day
period.

    

    
       

      
        
          
          

        

        
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      Section 6. Insider
Trading. Consultant recognizes that in the
course of his/her duties hereunder, Consultant may receive from the Company or
others information that may be considered
“material, nonpublic information”
concerning a public company that is subject to the reporting requirements of the
Securities and Exchange Act of 1934, as amended. Consultant agrees NOT to: (a) purchase
or sell, directly or indirectly, any securities of any company while in
possession of relevant material, nonpublic information relating to such company
received from the Company or others in connection herewith; (b) provide Company
with information with respect to any public company that may be considered
material, nonpublic information; or (c) communicate any material, nonpublic
information to any other person in which it is reasonably foreseeable that such
person is likely to (i) purchase or sell securities of any company with respect
to which such information relates, or (ii) otherwise directly or indirectly
benefit from such information. Without limiting any of the confidentiality and
insider trading obligations included in this Agreement, Consultant shall not
discuss any information concerning Company obtained by Consultant in the course
of performing the Services with any financial, securities or industry analyst or
with the media without the written agreement of Company.

    

    
       

      Section 7. Representations,
Warranties and Covenants of Consultant. The Consultant
hereby represents, warrants and covenants to the Company as
follows:

    

    
       

      (a)           Neither
the execution or delivery of this Agreement nor the performance by Consultant of
his/her duties and other obligations hereunder violate or will violate any
statute, law, determination or award, or conflict with or constitute a default
or breach of any covenant or obligation under (whether immediately, upon the
giving of notice or lapse of time or both) any prior employment agreement,
contract, or other instrument to which Consultant is a party or by which he/she
is bound.


    

    
       

      (b)           Consultant
has the full right, power and legal capacity to enter and deliver this
Agreement, as applicable, and to perform his/her duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
Consultant enforceable against him/her in accordance with its terms. No
approvals or consents of any persons or entities are required for Consultant to
execute and deliver this Agreement, as applicable, or perform his/her duties and
other obligations hereunder.


    

    
       

      (c)           Consultant
represents that his/her performance of all the terms of this Agreement will not
breach any agreement to keep in confidence any confidential information or trade
secrets acquired by Consultant from any third party, and Consultant agrees not
to use any confidential information or trade secrets of any third party in
connection with the provision of the Services in violation of the agreements
under which he/she had access to or knowledge of such confidential information
or trade secrets.


    

    
       

      (d)           Consultant
will not use any confidential information or trade secrets of any third party in
his employment by Company in violation of the terms of the agreements under
which he had access to or knowledge of such confidential information or trade
secrets.


    

    
       

      (e)           During
the Term of this Agreement and for a period of one-year thereafter, if
Consultant uses, recommends, or comments upon the attributes of any Company
product or service in connection with the treatment of a patient, a scientific
or educational presentation or publication, a media interview, or any other
third-party communication or interaction, Consultant shall
disclose that Consultant is or has been a paid consultant of Company and the
fact of any other of Consultant’s financial relationships with
Company.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    
       

      (f)        During
the Term of this Agreement, Consultant shall not engage in providing services to
any other entity or person that is competing directly or indirectly with the
business of the Company.


    

    
       

      Section 8. Non-Circumvention. With respect to any of the
technologies or parties introduced to the Consultant by the Company, Consultant
agrees not to contact any parties (including any of their officers, directors,
employees, agents, affiliates and/or consultants) with whom the Company has
shared information without the presence of an officer of the Company or without
the prior written consent of an officer of the Company and further agrees not to
take any action which would adversely affect or otherwise hinder the Company’s
ability to ultimately execute any agreements with such parties. In addition,
Consultant agrees not to circumvent, avoid, bypass or obviate the Company
directly or indirectly regarding the Confidential and Proprietary Information
disclosed in connection with the Services and any possible business arrangement
envisioned thereby.


    

    
       

      Section 9. Consultant
not an Employee. Company and Consultant
hereby acknowledge and agree that Consultant shall perform the services
hereunder as an independent contractor and not as an employee or agent of
Company or any Company affiliate. Consultant will be solely responsible for all
taxes, withholding and other similar statutory obligations. Consultant shall not
represent that he/she is an employee of Company or any Company affiliate under
any circumstance. In addition, nothing in this Agreement shall be construed as
establishing any joint venture, partnership or other business relationship
between the parties hereto or representing any commitment by either party to
enter into any other agreement by implication or otherwise except as
specifically stated herein. Consultant shall not have any authority, express or
implied, to bind Company or any Company affiliate to any agreement, contract, or
other commitment. Consultant further understands and agrees that this Agreement
is entered into by Company on a non-exclusive basis and that Company and its
affiliates remain free to deal with others and retain other consultants,
employees, brokers, finders and other agents in the same or similar capacity as
Consultant has been retained at any time at their own option.

    

    
       

      Section
10. Miscellaneous.


    

    
       

      (a)           This
Agreement shall be governed by, and construed and interpreted in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect to
its principles of conflicts of laws.


    

    
       

      (b)           Any
dispute arising out of, or relating to, this Agreement or the breach thereof
(other than Section 5 hereof), or regarding the interpretation thereof, shall be
finally settled by arbitration conducted in Boston, Massachusetts in accordance
with the rules of the American Arbitration Association then in effect before a
single arbitrator appointed in accordance with such rules. Judgment upon any
award rendered therein may be entered and enforcement obtained thereon in any
court having jurisdiction. The arbitrator shall have authority to grant any form
of appropriate relief, whether legal or equitable in nature, including specific
performance. For the purpose of any judicial proceeding to enforce such award or
incidental
to such arbitration or to compel arbitration and for purposes of Section 5
hereof, the parties hereby submit to the exclusive jurisdiction of the competent
courts located in the Commonwealth of Massachusetts, and agree that service of
process in such arbitration or court proceedings shall be satisfactorily made
upon it if sent by registered mail addressed to it at the address referred to in
paragraph (g) below. The costs of such arbitration shall be borne proportionate
to the finding of fault as determined by the arbitrator. Judgment on the
arbitration award may be entered by any court of competent
jurisdiction.

    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (c)           This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and their respective heirs, legal representatives, successors and permitted
assigns.

    

    
       

      (d)           This
Agreement, and Consultant’s rights and obligations hereunder, may not be
assigned, delegated or otherwise subcontracted by Consultant. The Company may
assign its rights, together with its obligations, hereunder in connection with
any sale, transfer or other disposition of all or substantially all of its
business or assets.


    

    
       

      (e)           This
Agreement cannot be amended orally, or by any course of conduct or dealing, but
only by a written agreement signed by the parties hereto.


    

    
       

      (f)           The
failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of future compliance therewith, and such terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.


    

    
       

      (g)           All
notices, demands or other communications desired or required to be given by any
party to any other party hereto shall be in writing and shall be deemed
effectively given upon (i) personal delivery to the party to be notified, (ii)
upon confirmation of receipt of telecopy or other electronic facsimile
transmission, (iii) one business day after deposit with a reputable overnight
courier, prepaid for priority overnight delivery, or (iv) five days after
deposit with the United States Post Office, postage prepaid, in each case to
such party at the address set forth above, or to such other addresses and to the
attention of such other individuals as any party shall have designated to the
other parties by notice given in the foregoing manner.


    

    
       

      (h)        
  This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof. No representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and neither party shall be
bound by or liable for any alleged representation, promise or inducement not so
set forth.


    

    
       

      (i)          
 As used in this Agreement, “affiliate” of a specified person or entity
shall mean and include any person or entity controlling, controlled by or under
common control with the specified Person.


    

    
       

      (j)           
The section headings contained herein are for reference purposes only and shall
not in any way affect the meaning or interpretation of this
Agreement.

    

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

    

    
      (k)       
   This Agreement may be executed in any number of counterparts,
each of which shall constitute an original, but all of which together shall
constitute one and the same instrument.


    

    
       

      (1)       
   As used in this Agreement, the masculine, feminine or neuter
gender, and the singular or plural, shall be deemed to include the others
whenever and wherever the context so requires. Additionally, unless the context
requires otherwise, “or” is not exclusive.

    

    
       

      [Remainder of Page Intentionally Left Blank —
Signature Page Follows]

       

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above
by proper person thereunto duly authorized.

    

    
       

      
        	 	CORMEDIX
      INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Bruce
      Cooper	 
	 	Name:	Bruce Cooper,
      MD	 
	 	Titile:	President &
      CEO	 
	 	 	 	 
	 	 	 	 
	 	CONSULTANT	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
      Prosl	 
	 	Name:	Frank
Prosl	 


      

       

       

    

    
      Acknowledged
and agreed solely with respect to
Sections 5(f), 5(h), and 5(i) hereof:

       

      
      

       

      
        	/s/ Hans-Dietrich
      Polaschegg 	 
	Hans-Dietrich
      Polaschegg 	 


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

    

    
      Assets


    

    
       

      
        	
                ●

              	
                European
      Patent Specification EP1442753 titled “Composition for the prevention of
      indwelling device related infection” – date of filing Feb 3, together with
      all divisionals, continuations-in-part and all other associated U.S. and
      foreign applications filed or to be filed in connection
      therewith.

              


      

    

    
       

      
        
          	
                  ●

                	
                  International
      Publication Number WO 2005/115357 – filed April 28, 2004, titled
      “Taurolidine Formulations and Delivery: Therapeutic Treatments and
      Antimicrobial Protection against Bacterial Biofilm Formation”, together
      with patent applications, divisionals, continuations-in-part, and all
      other associated U.S. and foreign applications filed or to be
      filed.

                


        

      

    

    
       

      Services


    

    
       

      Patents

       

      
        	
                o 

              	
                Assist
      legal team in preparation of all written responses required for the
      patents in process. Prior to submitting any written responses for patents
      in process, review proposed response with appropriate CorMedix staff in
      advance of response date to allow for adequate input and revisions that
      may be required.

              


      

    

    
      
        
          	
                  o

                	
                  Manage
      deadlines and filing requirements for patent portfolio and prepare chart
      defining patent status on a quarterly
basis.

                


        

      

    

    
      
        	
                o 

              	
                Meet
      all deadlines for filing, maintenance and prosecution of patent
      portfolio

              


      

    

    
      
        	
                o 

              	
                Assess
      patent protection and competitive situation to maximize patent
      protection

              


      

    

    
      
        	
                o 

              	
                Prepare
      invention disclosures and assist in patent
  preparation

              


      

    

    
       

      CMX003
(Antimicrobial/Anticoagulant locking solution)
development


    

    
       

      
        
          	
                  o 

                	
                  Under
      the direction of the Project Leader for CMX003, work with the project team
      as appropriate on any and all pre clinical work that may be required for
      bringing CMX003 to market in the US. Completing in a timely fashion,
      assignments given.

                


        

      

    

    
      
        
          	
                  o 

                	
                  Assist
      in the life cycle process for CMX003 i.e. other applications such as TPN,
      ICU, Chemotherapy, etc

                


        

      

    

    
      
        
          	
                  o

                	
                  Assist,
      as appropriate, in clarifying historic events that may assist in any
      aspect from the previous Neutrolin project at Biolink to bring a
      satisfactory Antimicrobial/Anticoagulant locking solution to market under
      CorMedix

                


        

      

    

    
       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

    
      CMX004 (Thixotropic Gel)
development


    

    
       

      
        	
                o 

              	
                Liaison
      with Dr. Hans Polaschegg on all work being undertaken by Dr. Polaschegg or
      requiring
      Dr. Polaschegg’s input and guidance.


              


      

    

    
      
        	
                o 

              	
                Participate
      as part of the CMX004 project team (Dr. Polaschegg and appropriate
      CorMedix
      staff) to produce a Development Plan.


              


      

    

    
      
        
          	
                  o 

                	
                  Assist
      in the life cycle process for CMX004 i.e. other applications such as TPN,
      ICU, Chemotherapy,
      etc 

                


        

      

    

    
      
        
          	
                  o 

                	
                  Plan
      program and execute tasks to develop engineering product definition and
      validation of
      product and provide manufacturing assistance to build product for the
      initial clinical trials

                


        

      

    

     

    Data
Management

    
       

      
        
          	
                  o 

                	
                  Organize
      all historic data/files received from ND Partners for future use by
      Cormedix staff.

                


        

      

    

    
       

      This
position will be under the direct supervision of Project Leader for
CMX003/CMX004.

       

    

    
      
        
        

      

      
        12