Cyplasin Biomedical Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com






LETTER OF AGREEMENT

This LETTER OF AGREEMENT (hereinafter referred to as the
“Agreement”), is made and entered into on February 28, 2010 by and
between:

	(1) 	
      Minapharm Pharmaceuticals SAE, an Egyptian joint
      stock company, organized and validly existing under the laws of the Arab
      Republic of Egypt, commercial register no. 55223, with its registered
      office located at El Bardissy Street, 2T Takseem Asmaa Fahmy Street,
      Heliopolis Cairo, Egypt (hereinafter referred to as “Minapharm”)
      and;

	 	 
	(2) 	
      Cyplasin Biomedical Ltd.,, an publically traded
      company (OTCBB:CPBM), organized and validly existing under the laws of
      Nevada registered under no. [<>], with its registered office located
      at Suite 131, Advanced Technology Center, 9650- 20th avenue, Edmonton
      Alberta Canada T6N 1G1 (which shall be referred to as
      "Cyplasin").



(Minapharm and Cyplasin., shall be referred to collectively as
the “Parties” and individually as a “Party”)

PREAMBLE

     WHEREAS, Minapharm is
engaged in the development and commercial sales of pharmaceutical products
within the Arab Republic of Egypt and the MENA region including a version of
pegylated interferon-alpha (PEG-IFN) used as a Hepatitis C therapeutic
drug,;

     WHEREAS, the mission of
Cyplasin is to develop Hepatitis C therapeutic drug products, including
ribavirin, PEG-IFN and a vaccine made from virus-like particles as a
preventative and or therapeutic vaccine; where the l products are defined in
Annex 1 (the “Products”);

     WHEREAS, Cyplasin
anticipates it will be producing, marketing and commercializing Hepatitis C
therapeutics in North American, South American, and other markets as of
2011;

     WHEREAS, Minapharm was
invited by the Cyplasin to participate in the lending of funds ( the”
“Loan”) to Cyplasin such that a debt will exist between the Parties whose
purpose is to help further the development and sale of said Products (the
“Debt”);

     WHEREAS, at Minapharm's
sole discretion at the end of the term of the Loan for the Debt; said Debt (
whose amount will include the principle plus interest) may be converted into
Common Stock of Cyplasin for the benefit of the Minapharm, provided that
Minapharm enters into an Promissory Note, a Debt Conversion Agreement and a
Subscription Agreement (the “Investment Documents”), in the form attached
herewith as Annex II which are made an integral part of this agreement
hereof, and

     WHEREAS, Minapharm agrees
to provide the loan as defined in the Investment Documents, Cyplasin shall also
grant Minapharm: (i) an exclusive manufacturing, marketing and distribution
agreement for the product known as ribavirin (C-Pharma’s C-Virin, as defined in
Annex I),in the MENA geographic regions as defined by each specific country (the
“Distribution Agreement”); (ii) and exclusive sub-license agreement for
the Hepatitis C VLP vaccine technology in the MENA geographic regions as defined
by each specific country (the “Sub-license Agreement”),

     WHEREAS Minapharm shall
grant back to Cyplasin an distribution agreement to market and sell a version of
it pegylated interferon-alpha (PEG-IFN) product in territories where it is
legally able to do so specifically North America, South America, Republic of
South Korea, and the “BRIC” countries including Russia, Mongolia and China;
and




     WHEREAS, the exclusive
distribution agreement and the exclusive Sub-license Agreement for the Cyplasin
products and the Distribution Agreement for Minapharm products shall be
collectively referred to as the “Product Agreements” as defined in Annex
III.

     NOW, THEREFORE, the
Parties hereby agree to enter into this Agreement on the following terms and
conditions:

ARTICLE (1) 
INTERROGATORY PROVISION

The above Preamble and all Annexes I-III hereto are considered
an integral part of this Agreement.

ARTICLE (2) 
EXCLUSIVITY

By virtue of this Agreement and following the conduct by
Minapharm of a limited due diligence on Cyplasin; agreement by Parties on the
terms and conditions of the Investment Documents, the Distribution Agreement,
Sub -License agreement and Product Agreement and execution of same, Cyplasin
grants to the Minapharm an exclusive product distribution agreement and a
royalty bearing sub license which shall contain the right to manufacture,
market, sell or otherwise commercialize a product called C-Virin and to produce,
market and commercialize a hepatitis C VLP based vaccine product for the MENA
region (the “Exclusivity”).

And, by virtue of this Agreement and following the
execution of the Investment Documents, the Distribution Agreement and
Sub-License agreement, and Product Agreement, Minapharm grants to the Cyplasin
exclusive product development, marketing and distribution rights, and a royalty
bearing license for rights to PEG-IFN for the North American, South American,
South Korean, and “BRIC” region including Russia, Mongolia and China (the
“Exclusivity”).

ARTICLE (3) 
EFFECTIVE DATE AND DURATION

This Agreement shall enter into force upon execution of the
Investment Documents for the Loan and shall terminate upon the full repayment of
said Loan plus interest either by cash or conversion of the full debt amount of
the Loan into Cyplasin Shares at the agreed upon conversion price. Said
conversion of the Debt to Cyplasin Shares shall be a the sole discretion of
Minapharm. The Product Agreement, while part of this Agreement, shall survive
termination of this Agreement and remain in force for the duration of the term
of the Product Agreement.

ARTICLE (4) 
TERMINATION

	4.1 	
      In the event of breach of Article (2) above, Minapharm
      shall be entitled, at its sole discretion, by written notice to Cyplasin
      (the Borrower), to call on the Promissory Note and declare all unpaid
      principal plus all accrued interest and other amounts due there under, to
      be immediately payable without presentment, demand, protest or any other
      notice of any kind, all of which are hereby expressly
  waived.








	4.2 	
      In the event a breach of Article (2) above occurs after
      the Minapharm becomes a stakeholder in Cyplasin, in accordance with terms
      and conditions of the Investment Documents, Minapharm shall have right to
      demand Cyplasin to purchase the Minapharm’s share in Cyplasin at fair
      market value or the value of the amounts loaned by the Minapharm to
      Cyplasin, as indicated in the Promissory Note, plus accrued interest
      thereon, whichever amount is higher. The aforementioned shall not
      prejudice any other remedies that the Minapharm may have by law.

	 	 
	4.3 	
      The Parties agree to amend the relevant Investment
      Documents to reflect Articles 4.1 and 4.2 above.



ARTICLE (5) 
MISCELLANEOUS

	5.1 	
      No Party shall assign this Agreement, in whole or part,
      without the express and written consent of the other Party.
      Notwithstanding the forgoing, it is agreed between the Parties that
      Minapharm shall have the right to assign its rights and obligation under
      this Agreement to any of it's Affiliates. For the purpose of this
      paragraph an Affiliate shall means “any person that, directly or
      indirectly, through one or more intermediaries, controls, is controlled
      by, or is under common control with the first person, where "control"
      means the possession, directly or indirectly, of the power to direct or
      cause the direction of the management policies or investment decisions of
      a person whether through the ownership of voting securities, by contract,
      as custodian, adviser, executor or otherwise”.

	 	 
	5.2 	
      Any changes to this Agreement requested by either Party
      may only be effected if mutually agreed upon in writing by duly authorized
      representatives of the Parties.

	 	 
	5.3 	
      Each Party shall individually assume their own respective
      costs and expense associated with entry into this
  Agreement.



ARTICLE (6)
GOVERNING LAW AND ARBITRATION

This Agreement shall be construed and governed in accordance
with the laws of teh Stae of New York where a venue for both parties would be
London Any dispute in connection with interpretation or implementation of this
Agreement shall be settled amicably by the Parties. In the event that the
Parties fail to reach an amicable settlement of the dispute within thirty (30)
days from the date that the dispute arose, then the dispute shall resolve
exclusively through arbitration under the Rules of Conciliation and Arbitration
of the International Chamber of Commerce (the “ICC”) in effect on the
date the arbitration is submitted to the tribunal of arbitration. The number of
arbitrators shall be three (3) to be appointed in accordance with rules of the
ICC. The seat of arbitration shall be London, England and the arbitration
proceedings shall be conducted in the English language.

ARTICLE (7) 
COUNTERPARTS

This Agreement is executed in two (2) original counterparts,
both shall have the same legal effect and meaning.

IN WITNESS WHEREOF, the Parties hereto have duly
executed this Agreement as of the date first above set forth.







	For and On Behalf of : 	 	For and On Behalf of : 
	Minapharm: 	 	Cyplasin Biomedical Ltd.
	 	 	 
	 	 	 
	per: 	 	 per: /s/ Garth Likes
	Authorized Signature 	 	Authorized Signature 
	  	 	  
	 	 	 
	Wafik Bardissi 	 	  
	  	 	GARTH LIKES 
	Print Name 	 	Print Name 
	  	 	  
	 	 	 
	Date 	 	Date 


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Annex - I 

PRODUCTS

The Products which are defined in this agreement shall be as:


Products of the Cyplasin:

1) a formulation or formulations of ribavirin USP (e.g. 200mg
tablets, capsules or other formulations)2) Hepatitis C VLP vaccine (all chosen
genotypes) as granted to the Minapharm under an exclusive world-wide NIH License L-XXXXX, to Cyplasin Biomedical Ltd., which is
based upon VLP technology and which will be made available to the Minapharm in
any and all forms.




Sub License for VLP vaccine under separate agreement.

Products of the Minapharm:

	 	1) 	
      Pegylated Interferon-alpha (recombinant human) as active
      pharmaceutical ingredient or as finished final product in forms suitable
      for markets of North America, South America, South Korea, and “BRIC”
      countries including Russia, Mongolia, and China.

	 	 	 
	 	2) 	
      Hepatitis B?







IN WITNESS WHEREOF, the Parties hereto have duly
executed this Agreement as of the dare first above set forth.

	For and On Behalf of : 	 	For and On Behalf of :
      
	Minapharm: 	 	Cyplasin Biomedical Ltd. 
	  	 	  
	  	 	  
	  	 	  
	per: /s/ Wafik Bardissi 	 	per:
	Authorized Signature 	 	Authorized Signature 
	  	 	  
	Wafik Bardissi 	 	  
	Wafik Bardissi
      	 	GARTH LIKES 
	Print Name 	 	Print Name 
	  	 	  
	May 31, 2010	 	April 30, 2010 
	Date 	 	Date 


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IN WITNESS WHEREOF, the Parties hereto have duly
executed this Agreement as of the dare first above set forth.

	For and On Behalf of : 	 	For and On Behalf of
      : 
	Nlinapharm: 	 	Cyplasin Biomedical Ltd. 
	  	 	  
	  	 	  
	  	 	  
	per: /s/ Wafik Bardissi 	 	per:
	Authorized Signature 	 	Authorized Signature 
	  	 	  
	Wafik Bardissi 	 	  
	Wafik Bardissi 	 	GARTH LIKES 
	Print Name 	 	Print Name 
	  	 	  
	May 31, 2010	 	April 30, 2010 
	Date 	 	Date 


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