EXHIBIT
10.42


 


Portions Subject
to Confidential Treatment Request Under Rule 406


 


SALES AND
MARKETING AGREEMENT


 


BETWEEN


 


VGX
PHARMACEUTICALS, INC.


 


(VGX)


 


AND


 


VGX
INTERNATIONAL


 


(VI)


 

















 


SALES AND
MARKETING AGREEMENT


 


This Sales and Marketing Agreement (“AGREEMENT”) is
between VGX Pharmaceuticals, Inc. (“VGX”),
a Delaware corporation, with offices located at 450 Sentry Parkway, Blue Bell,
Pennsylvania 19422, and VGX International
(“VI”), a corporation having an address of Jung-Hun
Building, #701, 944-1 Daechi
3-Dong, Gangnam-gu, Seoul, Korea.


 


A. Whereas VGX controls certain intellectual property
related to VGX-1027 (3-phenyl-4,5-dihydro-5-isoxazoleacetic acid) a drug for
treating a variety of diseases including Rheumatoid Arthritis (hereinafter
referred to as “VGX-1027 for RA”) currently in Phase I clinical trials in the
US;


 


B. Whereas VGX and VI desire to enter into an agreement for exclusive rights to sell and market
VGX-1027 for RA in Asia (excluding Japan), and Africa and the Middle East.


 


C. Whereas VGX provides VI with the right to first
negotiate an exclusive marketing and sales agreement in Japan.


 


NOW, THEREFORE, in consideration of the promises and
covenants contained in this AGREEMENT and intending to be legally bound, the
parties hereby agree as follows:


 


1.                                       DEFINITIONS


 


1.1         CALENDAR
QUARTER means each three-month period, or any portion thereof, beginning on January 1,
April 1, July 1 and October 1.


 


1.2         CALENDAR
YEAR means each 12-month period beginning on January 1.


 


1.3         EFFECTIVE
DATE means the date on which VI and VGX have both fully executed this
AGREEMENT.


 


1.4         FAIR MARKET
VALUE means the cash consideration which VGX or VI thereof would realize from
an unaffiliated, unrelated buyer in an arm’s length sale of an identical item
sold in the same quantity and at the same time and place of the transaction.


 


1.5         NET SALES
is defined as the gross amount of monies or cash equivalent or other
consideration which is paid by unrelated third parties to VI for VGX-1027 for
RA by sale or other mode of transfer, less all qualifying costs directly
attributable to such sales, which are made, made for, used or sold by VI, its
agents, employees and/or independent contractors.


 


1.6         SALE means
any bona fide transaction for which consideration payment is received or
expected for the sale, use, or other disposition of VGX-1027 for RA to an
unrelated 


 


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third party.  A SALE of VGX-1027 for RA shall be deemed
completed at the time VI, its agents, or its contractors receive payment for
such VGX-1027 for RA.


 


1.7         TERRITORY
means countries in Asia (excluding Japan), and Africa and the Middle East.


 


2.                                       FEES
AND ROYALTIES


 


2.1         Fees and
Royalties.


 


2.1.1                VGX agrees
to waive upfront fees.


 


2.1.2                As a partial
consideration of the exclusive rights granted to VI, VI shall pay for developmental costs incurred
and charged by third-party organizations or persons providing services to
properly initiate and complete Phase I clinical trials for VGX-1027. These
development costs include preclinical toxicity tests, completion of lab work,
payments for non-VGX personnel at clinical study sites working on the trial,
and creation of case report forms, IND preparation and filing and support
costs, API and placebo manufacturing costs, fill/finish/encapsulation/packaging/labeling
and shipment costs, statistical analysis and data management, and
pharmacokinetic analysis of drug levels. 
In return, VGX will be responsible for all direct internal costs (including
salaries. supplies, and overhead costs) of program managers, R&D
scientists, clinical scientists and other support staff involved in the
overseeing and management of product and Phase I clinical development processes
for VGX-1027. VI shall have rights to access and to reference data from Phase I
clinical studies.


 


2.1.3                In further
consideration of the exclusive rights granted to VI, VI shall pay to VGX, on a quarterly basis, a
royalty of ****** of the NET SALES, which is sold by VI, its agent(s), and/or
independent contractor(s) of VI for a period of ten (10) years from
the date of the first SALE of  VGX-1027
for RA in any country covered in the TERRITORY or until such time as the
related patent protection expires in such country, whichever is the later to
occur.


 


2.1.4                In further
consideration of the exclusive rights granted to VI, VI shall pay to Ganial Immunotherapeutics, Inc.
(hereinafter referred to as “GIT”), on a quarterly basis, a royalty of ******
of the NET SALES of each VGX-1027 for RA, which is sold by VI and any agent(s) and/or
independent contractor(s) of VI for a period of ten (10) years from
the date of the first SALE of VGX-1027 for RA, in any country covered by such
patent issuance or until such time as the related patent protection  expires in such country, whichever is the
later to occur.


 


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2.2         Diligence
and Milestone Fees.


 


2.2.1                As a partial
consideration of the exclusive rights granted to VI, VI agrees to pay the following milestones.


 




	
  Due Date

  	
   

  	
  Payment

  	
   

  
	
  Upon initiation of
  Phase II clinical trials for VGX-1027 for RA

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Upon initiation
  of Phase III clinical trials for VGX-1027 for RA

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Upon NDA
  submission for VGX-1027 for RA in the US or any country in the TERRITORRY

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Upon NDA
  approval for VGX-1027 for RA in the US or any country in the TERRITORRY

  	
   

  	
  $

  	
  5,000,000

  	
   

  






 


2.3                   Currency,
Payment Method: All dollar amounts referred to in this AGREEMENT are United
States dollars.  All payments to VGX
under this AGREEMENT shall be made in United States dollars by check or
wire-transfer.  If VI receives revenues
from SALES of VGX-1027 for RA in currency other than United States Dollars,
revenues shall be converted into United States dollars at the conversion rate
for the foreign currency as published in the eastern edition of The Wall Street
Journal as of the last business day of the applicable CALENDAR QUARTER.


 


2.4                   Late
Payments: If VI fails to pay on the due date any amount which is payable under
this Agreement, then, without prejudice to other sections of this Agreement,
that amount shall bear interest compounded quarterly from the due date until
payment is made in full, both before and after any judgment, at an annual rate
of four (4) percentage points above the prime commercial lending rate
quoted by Citibank, New York, NY on the day payment was due, until paid.


 


2.5                   Right
to First Negotiate in Japan:  During the
time period from the Effective Date and the completion of final Phase II clinical
studies, VI shall have the right to first negotiate an exclusive sale and
marketing agreement to sell VGX-1027 for RA in Japan.


 


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3.                                       CONFIDENTIALITY


 


3.1         CONFIDENTIAL
INFORMATION means and includes all technical and business information, plans,
inventions, developments, discoveries, improvements, software, know-how,
procedures, methods, techniques, formulae, data, processes, studies, and other
proprietary ideas, whether or not patentable or copyrightable, that a party
hereto identifies as confidential or proprietary at the time it is delivered or
communicated to the other party hereto, or any other information that should
reasonably be recognizable by its nature to be confidential or trade secret
information of a party (including, without limitation, information respecting
such party’s business plans, sales and sales methods, customers and prospective
customers). CONFIDENTIAL INFORMATION should be in writing and marked
confidential or, if oral, should be reduced to writing within thirty (30) days
of disclosure and marked confidential.


 


3.2         Each party
shall maintain in confidence and not disclose to any third party any
CONFIDENTIAL INFORMATION of the other party during the term of this AGREEMENT
and for five (5) years after the date of termination of this
AGREEMENT.  Each party shall ensure that
its employees have access to CONFIDENTIAL INFORMATION of the other party only
on a need-to-know basis, and are obligated to abide by such party’s obligations
under this AGREEMENT.  The foregoing
obligation shall not apply to:


 


3.2.1                information
that is known to the receiving party prior to the time of disclosure, and was
not received directly or indirectly from the disclosing party hereunder in
violation of a confidentiality obligation, unless  independently developed by or for the
receiving party, without exposure to or benefit of the disclosing party’s
CONFIDENTIAL INFORMATION, in each case, to the extent evidenced by written
records; and


 


3.2.2                information
disclosed to the receiving party, without restriction, by a third party that
has a right to make such disclosure; and


 


3.2.3                information
that was or becomes patented, published or otherwise part of the public domain
as a result of acts by the disclosing party or a third person developing or
obtaining such information as a matter of right; and


 


3.2.4                information,
which the disclosing party permits, in writing, the receiving party to publicly
disclose.


 


If a receiving party is required to disclose any of the disclosing
party’s CONFIDENTIAL INFORMATION by order of a governmental authority or a
court of competent jurisdiction; the receiving party shall timely inform its
disclosing party, reasonably cooperate at the disclosing parties expense with
any reasonable action the disclosing party takes to attempt to obtain
confidential treatment of such information by the authority or court, and limit
its disclosure of such information to the extent practical.


 


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Note: Confidential
information shall not be disclosed to third party and this rule shall
apply to both VGX and VI. This is particularly true for process development
data.


 


4.                                       TERM AND
TERMINATION


 


4.1         This
AGREEMENT, unless sooner terminated as provided in this AGREEMENT, shall
terminate upon the earlier of: (a) expiration of the last-to-expire patent
or (b) twenty (20) years after the EFFECTIVE DATE.


 


4.2         VI may
terminate this AGREEMENT (a) upon sixty (60) days written notice to VGX,
if the sale or other exploitation of the VGX-1027 for RA becomes technologically
or commercially unfeasible; or (b) upon sixty (60)-days written notice to
VGX, and by doing all of the following:


 


4.2.1                ceasing to
make, have made, use, import, sell and offer for sale VGX-1027 for RA; and


 


4.2.2                paying all
monies owed to VGX up to the date of the termination excluding any future
obligation under this AGREEMENT.


 


4.3         VGX may
terminate this AGREEMENT, upon sixty (60)-days written notice to VI, if any of
the following events of default (“Default”) occur:


 


4.3.1                VI is more
than ninety (90) days late in paying to VGX royalties, expenses or any other
monies due under this AGREEMENT and VI does not immediately pay VGX in full any
amounts due upon demand; or


 


4.3.2                VI
experiences a Trigger Event (defined below);


 


4.3.3                VI
materially breaches this AGREEMENT and does not cure the material breach within
sixty (60) days after the receipt of the written notice of such breach;


 


4.3.4                VI fails,
within a reasonable period of time, to make a good faith effort to establish
the necessary marketing and sales organization to achieve commercially
reasonable sales of VGX-1027 for RA in the TERRITORY.


 


4.3.5                VI fails,
within two years from regulatory approval of VGX-1027 for RA in a country in
the TERRITORY, to have established, or to be substantially in the process of
having established, the necessary marketing and sales organization in said
country.


 


4.4         “Trigger
Event” means any of the following if VI:


 


4.4.1.1               becomes
insolvent, bankrupt or generally fails to pay its material debts as such debts
become due;


 


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4.4.1.2               is
adjudicated insolvent or bankrupt; admits in writing its inability to pay its
debts; or shall suffer a custodian, receiver or trustee for it or substantially
all of its property to be appointed and, if appointed without its consent, is
not discharged within thirty (30) days of such appointment; or


 


4.4.1.3               makes an
assignment for the benefit of creditors; or suffers proceedings under any law
related to bankruptcy, insolvency, liquidation or the reorganization,
readjustment or the release of debtors to be instituted against it and, if
contested by it, not dismissed or stayed within thirty (30) days;


 


4.4.2                If
proceedings under any International law related to bankruptcy, insolvency,
liquidation, or the reorganization, readjustment or the release of debtors are
instituted or commenced by VI;


 


4.4.3                If any order
for relief is entered relating to any of the proceedings described in Sections
4.4.2 ;


 


4.4.4                If VI shall
call a meeting of its creditors with a view to arranging a composition or
adjustment of its debts; or


 


4.4.5                If VI shall,
by any act or failure to act, indicate its consent to, approval of or
acquiescence in any of the proceedings described in Sections 4.4.2, 4.4.3,
4.4.4.


 


4.4.6                In the event
of a “change in control” of VI, VI shall promptly notify VGX of such change in
control and VGX shall be permitted to terminate
this Agreement at VGX’s option.  A “change
of control” means a change in the direct or indirect power to direct or cause
the direction of the management and policies of VI, whether through ownership
or voting securities, by contract, or otherwise


 


4.5         The
provisions of Sections 4.3 and 4.4 shall apply to a Default of, or a Trigger
Event experienced by, any agents and/or contractors of VI ‘s rights hereunder
if and to the extent that such Default of, or Trigger Event experienced by, the
agents and/or contractors(s) cause VI to fail to meet its diligence
obligations under Section 2.2.


 


4.6         In the
event of a termination under Section 4.1 or 4.3, all duties of VGX (other
than under Sections 4.11) and all rights (but not duties) of VI (other than
under Section 4.11) under this AGREEMENT immediately terminate without the
necessity of any action being taken either by VI or by VGX, provided, however,
that in no event shall the foregoing be construed to obligate VI to pay any
amounts accruing under Sections 2.1 
after the date of termination except under Section 4.10.  Upon and after any termination of this
AGREEMENT, the rights covered by this AGREEMENT for VI and any agents 


 


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and/or contractors
thereof to manufacture, sale, marketing, importation and/or distribution of VGX
R&DPRODUCT(s) shall terminate on the same date of the termination of
the AGREEMENT, except otherwise specified in this AGREEMENT or agreed upon by
both parties.


 


4.7         Upon
termination of this AGREEMENT, each (receiving) party shall, at the other
(disclosing) party’s request, return to the other party all CONFIDENTIAL INFORMATION
(except for one copy for archival purposes) of the other party provided
hereunder.


 


4.8         Upon
termination of this AGREEMENT under section 4.2 and 4.3, VI shall cause
physical inventories to be taken as soon as commercially practicable and in any
event no later than sixty (60) days after termination of: (a) all
completed VGX-1027 FOR RA on hand, under the control of VI, its agents, or
contractors thereof; and (b) such VGX-1027 FOR RA as are in the process of
manufacture and component parts thereof as of the date of termination of this
AGREEMENT, which inventories shall be recorded in writing.  VI shall deliver copies of such written
inventories, verified by an officer of VI, forthwith to VGX.  VGX shall have forty five (45) days after
receipt of such verified inventories within which to challenge the physical
inventory and request an audit thereof.


 


4.9         Upon
termination of this AGREEMENT under section 4.1, VI shall pay all monies owed
to VGX up to the date of the termination.


 


4.10             Notwithstanding
the foregoing, if this AGREEMENT terminates other than pursuant to Section 4.3.1
or 4.3.2, VI shall have a period of six (6) months to sell off its
inventory of VGX-1027 for RA existing on the date of termination of this
AGREEMENT and shall pay royalties to VGX with respect to such VGX-1027 for RA
within thirty (30) days following the expiration of such six-month period.


 


4.11             Each
party’s obligation to pay all monies owed and accruing as of the date of
termination under this AGREEMENT shall survive termination of this
AGREEMENT.  In addition, the provisions
of Articles 2, 3, 4, 5, 6, 7, and 8 shall survive such termination.


 


5.                                       REPRESENTATIONS
AND WARRANTIES OF VGX AND VI; DISCLAIMER OF ADDITIONAL WARRANTIES;
INDEMNIFICATION


 


5.1         VGX
represents and warrants to VI that:


 


5.1.1                VGX has the
full authority to execute and deliver this AGREEMENT.


 


5.1.2                To best of
VGX’s knowledge, there are no pending or threatened suits, claims, or actions
of any type whatsoever against VGX with respect to the VGX-1027 for RA.


 


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5.1.3        All necessary corporate authorizations,
consents and approvals which are necessary or required for VGX to enter into
this AGREEMENT have been duly obtained.


 


5.1.4        To the best of its knowledge, the
entering into of this AGREEMENT by VGX will not (i) violate any Applicable
Law or (ii) conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute a default (or give rise to any right
of termination, cancellation or acceleration) under, or result in the creation
of any lien, security interest, charge or encumbrance upon any of the
properties or assets of VGX, under its organizational documents.


 


5.2           VI represents and warrants to VGX
that:


 


5.2.1  all necessary corporate
and other authorizations, consents, and approvals which are necessary or
required for VI to enter into this AGREEMENT have been duly obtained.


 


5.2.2  to the best of its knowledge the entering
into of this AGREEMENT by VI will not (i) violate any Applicable Law or
any applicable ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body or (ii) conflict
with or result in any breach of any of the terms, conditions or provisions of,
or constitute a default (or give rise to any right of termination, cancellation
or acceleration) under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of VGX
under its organizational documents.


 


5.2.3  VI shall not, during the course of any
manufacturing, marketing, using or selling by it of VGX-1027 FOR RA, engage in
any act which results in VGX-1027 for RA being adulterated or misbranded within
the meaning of Applicable Law.


 


5.2.4  VI shall comply with all Applicable Law
related to their importation, manufacture, use or sale of VGX-1027 for RA in
the TERRITORY.


 


5.2.5  to the best of its knowledge, VGX-1027
for RA, and its manufacture, use or sale by VI and/or
its Affiliates, will not violate any patents, patent rights, copyrights,
confidential information or trade secrets of any other person.


 


5.2.6  VI shall, and shall obligate its Affiliates,
subcontractors, joint venture partners, and any other person or entity
performing services under this AGREEMENT to substantially comply with all of
the terms in this AGREEMENT, including confidentiality provisions, and comply
all their operations relating to VGX-1027 for RA with all Applicable Laws in
the TERRITORY.


 


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5.2.7  VI shall
use its best efforts to prevent sales of VGX-1027 for RA outside of the listed
VI TERRITORY above.  Breach of this
clause shall be considered a material breach of this AGREEMENT.


 


THE WARRANTIES CONTAINED IN THIS SECTION 5.1 and
5.2 ARE THE EXCLUSIVE WARRANTIES MADE BY THE PARTIES IN RESPECT TO VGX-1027
FOR RA, AND ALL OTHER WARRANTIES RELATING THERETO,
EXPRESSED, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY ARE HEREBY WAIVED AND
EXCLUDED.


 


5.3  VGX shall
defend and indemnify and hold VI (and its respective officers, directors and
employees) harmless against any and all Losses, arising out of, relating to,
based on, or caused by (A) the breach by VGX of any representation or
warranty contained in this AGREEMENT, (B) a claim that the formulation or
manufacture of the VGX-1027 for RA by VGX for VI or other activities of VGX
under this AGREEMENT infringe on the patent or other intellectual property
rights of a third party, (C) any governmental or regulatory action arising
out of VGX, or (D) any negligence or intentional misconduct by VGX in
connection with performing its obligations under this AGREEMENT, in each case
except to the extent that such Losses arise from or are aggravated in any
substantial respect by the negligent acts of or failure to act by VI or its
agents and/or contractors.  VI will
promptly notify VGX of any such Losses which come to VI’s attention, but
failure to do so will not relieve VGX of its indemnification obligations under
this Section 5.3 except to the extent any such delay results in a material
prejudice to VGX.  Notwithstanding
anything to the contrary in this AGREEMENT, VGX shall not be liable for any
Losses to the extent that the Losses suffered by VI (and its officers,
directors and employees) are the result of or in consequence of any failure by
the indemnified party to take reasonable and prudent action to mitigate any
Losses.


 


5.4  VI shall
defend and indemnify and hold VGX (and its affiliates, including its agents
and/or contractors, and their respective officers, directors and employees)
harmless against any Losses, arising out of, relating to, based on, or caused
by (A) the breach by VI of any representation or warranty contained in
this AGREEMENT or (B) any negligence or intentional misconduct by VI in
connection with performing its obligations under this AGREEMENT, in each case
except to the extent that such Losses arise from or are aggravated by the
negligent acts of or failure to act by VGX, its agents and/or contractors.  VGX will promptly notify VI of any such
Losses which come to VGX’s attention, but failure to do so will not relieve VI
of its indemnification obligations under this Section.


 


6              RETENTION BY VI AND ACCESS TO RECORDS


 


6.1           Records:             VI shall keep records in accordance with customary
accounting practices and in sufficient detail showing the amount of VGX-1027
for RA sold or otherwise transferred to third parties to permit the
determination of royalties due to VGX. 
VI shall keep complete records related to activities such that records
shall be in sufficient


 


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detail to enable the
Royalties payable hereunder by VI to be clearly and fully determined.  VI further agrees to permit its books and
records, including without limitation such books and records relating to VI’s
parties, agents, etc, to be examined no more than once in any two consecutive
Calendar Quarters to verify the reports provided under this Agreement, such
confidential examination to be made at VGX’s discretion by either: (i) an
independent auditing firm appointed by and at the expense of VGX, which firm
shall be reasonably acceptable to VI, or (ii) VGX’s internal
auditors.  Such records shall be kept and
examination thereof shall be limited to a period of time no more than three (3) Calendar
Years after the close of the fiscal year to which the records pertain.  In the event that VI shall include a VI’s partner
to the extent permitted hereunder, VI shall (a) cause such VI partner to incorporate
audit rights in favor of VGX substantially identical to the provisions of this Section 6.1
, and (b) use commercially reasonable efforts to enforce such audit rights
with respect to such VI’s partner.


 


6.2  Financial
Information.  VI shall provide to VGX (a) annual
audited financial statements and (b) such other quarterly financial
statements as may be prepared by or on behalf of VI, within ninety (90) days,
subject to assumption by VGX of customary and reasonable confidentiality
obligations regarding such information.


 


7              Insurance:  Prior to commencement of any commercial
product sales, VI will procure and maintain, at its own expense and for its own
benefit, Product Liability insurance having a bodily injury, death, and
property damage combined single limit of at least U.S. $5,000,000 per
occurrence.  If the above-mentioned
policy or the limit is not available in any of the countries in the listed
TERRITORY, VI agrees to use its best efforts to procure the best policy and
limit available in such countries.


 


7.1  VI will furnish VGX a certificate(s) from
an insurance carrier or showing all insurance set forth above.  The certificate(s) will include the
following statement:  “The insurance
certified hereunder is applicable to contracts between VGX. and the
Insured.  This insurance may be canceled
or altered only after thirty (30) days written notice to VGX.”  The insurance will be endorsed and the
certificate(s) will confirm that the insurance (1) names VGX. and its
affiliates as additional insureds with respect to matters arising from this
Agreement; (2) provides that such insurance is primary and
non-contributing to any liability insurance carried by VGX; and (3) provides
that underwriters and insurance companies of VI may not have any right of
subrogation against VGX and its affiliates. 
The insurance will contain no more than a typical industry deductible.


 


7.2  VI agrees to waive any right of recovery
against VGX, and its affiliates for any loss or damage of the type covered by
the insurance to be procured and maintained under this Agreement regardless of
whether or not such insurance is so maintained. 
Failure of any of the terms and conditions of the Insurance provision
will be deemed a material breach of this Agreement.


 


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8              ADDITIONAL PROVISIONS


 


8.1  Nothing in
this AGREEMENT shall be deemed to establish a relationship of principal and
agent between VGX and VI, or between or among any of either party’s agents or
employees for any purpose whatsoever, nor shall this AGREEMENT be construed as
creating any other form of legal association or arrangement which would impose
liability upon one party for the act or failure to act of the other party.


 


8.2  VI is not
permitted to assign this AGREEMENT or any part of it to any person or entity,
either directly or by operation of law, without the prior written consent of
VGX in its sole discretion.  However, VI
has the rights to contract out the manufacturing of the VGX-1027 FOR RA covered
in this AGREEMENT and rights to establish sales and marketing partnership with
a third party.  In case any product
covered in this AGREEMENT is sold by a marketing partnership, VI shall have the
responsibility to pay royalty that is calculated on the bases of the combined
net sales of VI and its marketing partners. No assignment relieves VI of
responsibility for the performance of any accrued obligations, which it has
prior to such assignment.


 


8.3  A waiver by
either party of a breach of any provision of this AGREEMENT will not constitute
a waiver of any subsequent breach of that provision or a waiver of any breach
of any other provision of this AGREEMENT.


 


8.4  Notices,
payments, statements, reports and other communications under this AGREEMENT
shall be in writing and shall be deemed to have been received as of the day
after the date sent if sent by internationally recognized express couriers
(e.g., Federal Express) or by Express Mail, receipt requested, and addressed as
follows:


 


If for VGX:


 


VGX Pharmaceutical, Inc.


450 Sentry Parkway East


Blue Bell, PA 19422


Attention: Chief Executive Officer


 


If for VI:


 


VGX International


Jung-Hun Building, #701


944-1 Daechi 3-Dong


Gangnam-gu, Seoul, Korea


Attention: Vice President


 


Either party may change its official address upon written notice to the
other party.


 


8.5  This
AGREEMENT shall be construed and governed in accordance with the laws of the
Commonwealth of Pennsylvania in the United States of America, without giving
effect to conflict of law provisions.  In
the event that a party to this AGREEMENT perceives the existence of a dispute
with the other party concerning any right or duty provided for herein, the
parties will, as soon as practicable, confer in an attempt to resolve


 


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the dispute.  If
the parties are unable to resolve such dispute amicably, then the parties
hereby submit to the exclusive jurisdiction of and venue in the either federal
or state courts located in the Eastern District of the Commonwealth of
Pennsylvania with respect to any and all disputes concerning the subject of
this AGREEMENT.  The parties agree to
accept original service of complaint via internationally recognized courier
with receipt confirmation.  Also, the
parties agree to waive the Hague Convention requirements relating to translation
of certain documents to applicable foreign language which in this case is Korean.


 


8.6  VI shall
comply with all prevailing laws, rules and regulations that apply to its
activities or obligations under this AGREEMENT. 
Without limiting the foregoing, it is understood that this AGREEMENT may
be subject to United States laws and regulations controlling the export of
technical data, computer software, laboratory prototypes and other commodities,
articles and information, including the Arms Export Control Act as amended in
the Export Administration Act of 1979, and that the parties’ obligations are
contingent upon compliance with applicable United States export laws and
regulations.


 


8.7  If any
provision of this AGREEMENT shall be held to be illegal, invalid or
unenforceable, then such illegality, invalidity or unenforceability shall
attach only to such provision, and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this AGREEMENT, and
this AGREEMENT shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.


 


8.8   Fees:  Except as otherwise provided herein, each
Party shall bear its own legal fees incurred in connection with the
transactions contemplated hereby.


 


8.9  This AGREEMENT
may not be changed, modified, extended or terminated except by written
amendment executed by an authorized representative of each party.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties, intending to be
legally bound, have caused this AGREEMENT to be executed by their
duly-authorized representatives.


 


 


	
  VGX INTERNATIONAL, INC.

  	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bryan Kim

  	
   

  	
  By:

  	
  /s/ Kevin W. Rassas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Bryan Kim

  	
   

  	
  Name:

  	
    Kevin W.
  Rassas

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
     Vice President

  	
   

  	
  Title:

  	
      Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  2/28/08

  	
   

  	
  Date:

  	
      2/28/08

  
									



 


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