DOR and SIGMA TAU Letter of Intent-01-03-07


    
      

    


    Exhibit
      10.1

    LETTER
      OF INTENT

    


    


    Sigma-Tau
      Pharmaceuticals Inc.,
      a New
      Jersey corporation having its principal office at 800 South Frederick Ave,
      Suite
      300 Gaithersburg, MD 20877 (hereinafter referred to as "STPI")

    


    And

    


    DOR
      BioPharma Inc.,
      a
      Florida corporation having its principal office at 1101 Brickell Avenue, Suite
      701-S, Miami, FL 33131 (hereinafter referred to as “DOR”)

    


    WHEREAS

    


    	a)  	
            DOR
              has developed and owns intellectual property rights and data relating
              to
              Beclomethasone Dipropionate orBec® (the “Product”);
              

          


    


    	b)  	
            STPI
              wants to complete its evaluations of the Product, to understand if
              it is
              interested or not in pursuing development and commercialization of
              such
              Product; and 

          


    


    
      	
              c)

            	
              DOR
                is willing to enter into exclusive negotiations with STPI for a limited
                period of time to allow both parties to determine whether and if
                both
                parties can negotiate and execute definitive written agreements
                (“Definitive Agreements”) relating to a possible business transaction or
                strategic alliance involving the Product and/or any DOR biotherapeutic
                products other than the biodefense products (RiVaxTM and BT-VACC), the
                terms of which are mutually acceptable to both parties as determined
                in
                each party’s sole discretion. 

            


    

    


    NOW,
      THEREFORE, in consideration of such preambles and the mutual promises and
      covenants hereinafter set forth, the parties hereby agree as
      follows:

    


    


    	1.  	
            a.
              DOR hereby grants STPI an exclusive right (except with respect to
              paragraph 1(a)(iii) which shall be non-exclusive) until March 1, 2007
              to
              negotiate with DOR with regard to terms and conditions of a possible
              business transaction or strategic alliance between DOR and STPI regarding
              any or all of the following:

          


    


    	(i)  	
            Acquire
              European exclusive rights in respect of the development and
              commercialization of the Product,

          


    


    	(ii)  	
            Execute
              a Co-Promotion agreement for the Product with DOR in the United
              States,

          


    


    	(iii)  	
            Invest
              and become a shareholder of DOR,

          


    


    	(iv)  	
            Participate
              in the development and commercialization of the Product with DOR,
              and/or

          


    


    	(v)  	
            Acquire
              rights and/or participate in the development and commercialization
              of any
              DOR products other than the Product. 

          


    


    b.
      During
      the No-Shop Period (as defined below), DOR will discontinue any and all
      discussions and will not engage in negotiations with any other party in respect
      to the items outlined in Paragraph 1(a) with the exception of paragraph
      1(a)(iii). STPI acknowledges that DOR is scheduled to attend the BioAsia
      conference in Japan during the last week of January, 2007. Accordingly, nothing
      contained in this Agreement shall prohibit DOR from discussing a transaction
      with respect to the Product outside of Europe and the United States.


    


    	2.  	
            The
              No-Shop Period shall last until March 1st,
              2007 (the “No-Shop Period”).

          


    


    	3.  	
            In
              consideration for entering into this Agreement, STPI will pay DOR the
              following amount within two (2) business days upon signature of this
              Agreement:

          


    


    	(i)  	
            A
              reimbursable amount of Two-Million U.S. Dollars (US$2,000,000.00) (the
              “Reimbursable Amount”) to be paid in cash by wire transfer;
              and

          


    


    	(ii)  	
            An
              amount of One-Million U.S. Dollars (US$1,000,000.00) to be immediately
              converted into unregistered newly issued shares of DOR Common Stock,
              $0.001 par value, (the “DOR Common Shares”) at a price per share equal to
              the average closing market price of DOR Common Shares as quoted on
              the OTC
              Bulletin Board during the five (5) business days immediately preceding
              the
              date of this Agreement, rounded up to the third decimal.
              

          


    


    DOR
      hereby grants STPI free of charge two demand registration rights the
      first
      of which exercisable anytime after March 31, 2007, and the second of which
      exercisable 3 months after issuance of shares pursuant to Section 5 below,
      and
      unlimited piggyback registration rights and agrees to promptly execute and
      deliver to STPI an agreement setting forth such rights.

    


    	4.  	
            Should
              the parties execute Definitive Agreements during the No-Shop Period
              (or
              any other later date mutually agreed upon in writing between the parties);
              the amounts set forth in Paragraph 3 above will be considered as advanced
              payments to be deducted from future payments due by
              STPI.

          


    


    	5.  	
            Should
              the parties not execute Definitive Agreements during the No-Shop Period
              (or any other later date mutually agreed upon in writing between the
              parties), or should STPI send written notice to DOR terminating the
              No-Shop Period at an earlier date (the first of which to occur, the
              "Termination Date"), the Reimbursable Amount received by DOR hereunder
              will be paid back to STPI in cash by DOR within sixty (60) days of
              the
              Termination Date plus six percent (6%) interest compounded annually
              with
              accrual beginning May 31, 2007. In the event that DOR does not repay
              the
              full Reimbursable Amount together with interest thereon when due under
              this Agreement, then as a nonexclusive remedy to STPI, until such time
              as
              such amount is repaid by DOR STPI may in its sole discretion elect
              in
              writing to alternatively be issued unregistered newly issued DOR Common
              Shares at a price per share equal to eighty percent (80%) of the average
              closing market price of DOR Common Shares as quoted on the OTC Bulletin
              Board for the five (5) business days immediately preceding the date
              such
              election by STPI is received in writing by
              DOR.

          


    


    	6.  	
            DOR
              warrants and represents that it has the authority necessary to enter
              into
              this Agreement and perform its obligations hereunder. DOR further warrants
              and represents that by entering into this Agreement and the transactions
              contemplated hereunder, DOR will not be in conflict with or in breach
              of
              any agreements to which it is a party. 

          


    


    	7.  	
            STPI
              warrants and represents that it has the authority necessary to enter
              into
              this Agreement and perform its obligations hereunder. STPI further
              warrants and represents that by entering into this Agreement and the
              transactions contemplated hereunder, STPI will not be in conflict with
              or
              in breach of any agreements to which it is a party.
              

          


    


    	8.  	
            This
              Agreement shall be non-binding with respect to both parties with the
              exception of paragraphs 1(b), 2, 3, 4 5, 6, 7, 8, 9 and 10. This Agreement
              shall not constitute an Agreement with respect to the subject matter
              of
              paragraph 1(a). No agreements shall be valid unless made in writing
              signed
              by both parties and this agreement may only be amended in writing signed
              by both parties. No party hereto may assign its rights or obligations
              under this Agreement without the express prior written consent of the
              other party hereto, which consent may be withheld at the sole discretion
              of such party. 

          


    


    	9.  	
            Neither
              party shall under any circumstances be liable for any additional payments
              or reimbursement, special, incidental or consequential damages of any
              nature whatsoever arising under or relating to this
              Agreement.

          


    


     

    	10.  	
            This
              Agreement shall be interpreted under and governed by the laws of the
              State
              of New Jersey.

          


    


     

    


     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement by their duly authorized
      representatives in duplicate, as of the date below written.

     

    


     

    


     

    DOR
      BioPharma, Inc.    SIGMA-TAU
      Pharmaceuticals, Inc.

     

    


    /s/
      Christopher J. Schaber , PhD   /s/
      Gregg A. Lapointe  

    Christopher
      J. Schaber, PhD   Gregg
      A.
      Lapointe

    President
      & CEO      
 Chief
      Operating
      Officer

    Date:
      January 3, 2007     Date:
      January 2, 2007