sigmatauloi.htm


    
      

      

    

    
 

    EXHIBIT 10.1


    
      	
               
      

            	
              LETTER
      OF INTENT

            


    

    


    


    


    
      	
               
      

            	
              Sigma-Tau Pharmaceuticals
      Inc., a Nevada corporation having its principal office at 9841
      Washingtonian Blvd. Suite 500, Gaithersburg, MD 20878, USA (hereinafter
      referred to as "STPI")

            


    

    


    And

    


    DOR BioPharma Inc., a Delaware
corporation having its principal office at 850 Bear Tavern Road, Suite
201 Ewing, NJ 08628 (hereinafter referred to as “DOR”)

    


    
      	
               
      

            	
              WHEREAS

            


    

    


    
      	
              a)  

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

            


    

    


    
      	
              b)  

            	
              DOR
      and STPI signed on January 2, 2007 a Letter of Intent related to the
      subject matter hereof (the “Previous
LOI”;

            


    

    


    
      	
              c)  

            	
              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;

            


    

    


    
      	
              d)  

            	
              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., and

            


    

    


    
      	
                        e)

            	
              DOR
      and STPI are willing to negotiate in good faith in an effort to enter into
      an agreement containing terms and conditions substantially similar to the
      provisions set forth in the June 24, 2008 draft of the licensing and
      supply agreement.

            


    

    


         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,
      2009  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,

            


    

    


    
      	
              (v)  

            	
              Enter
      into negotiations in good faith to reach an agreement containing terms and
      conditions substantially similar to the provisions set forth in the June
      24, 2008 draft of the licensing and supply agreement that was under
      discussion between DOR and STPI,
and/or

            


    

    


    
      	
              (vi)  

            	
              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).  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.

     

     

    
      
         

      

      
        Page
1

        
          

        

      

      
         

      

    

     

    
      	
              2.  

            	
              The
      No-Shop Period shall last until March 1st,
      2009 (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)  

            	
              An
      amount of One Million, five hundred thousand U.S. Dollars
      (US$1,500,000.00) by wire transfer of immediately available funds 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 of $0.09.

            


    

    


    DOR
hereby grants STPI free of charge a demand registration right exercisable at any
time, 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 amount set forth in Paragraph 3 above will be considered as advanced
      payments to be deducted from future payments due by
  STPI.

            


    

    
      


    

    
      	
              5.  

            	
              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.

            


    

    


    
      	
              6.  

            	
              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.

            


    

    


    
      	
              7.  

            	
              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, and 9. 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

            


    

    


    
      	
              8.  

            	
              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.

            


    

    


    
      	
              9.  

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

            


    

    


    
      	
              10.  

            	
              For
      the sake of clarity, the Previous LOI will remain in full force and effect
      for all rights and obligations not yet fulfilled under such Previous LOI
      at the date hereof.

            


    

    


    


    
      
         

      

      
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    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                                                                                     /s/Gregg A.
Lapointe

    Christopher
J. Schaber,
PhD                                                                                Gregg
A. Lapointe

    President
&
CEO                                                                                                   
Chief Executive Officer

    Date:
November 26,
2008                                                                                     
Date: November 26, 2008

    


    



    
      
         


      

      
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