Technology Transfer and Sharing Agreement



 EXHIBIT 10.6 
 TECHNOLOGY TRANSFER AND SHARING AGREEMENT 
 This Technology Transfer and Sharing Agreement is made
and entered into effective as of February 12, 2009, by and between Pro-Pharmaceuticals, Inc., a Nevada corporation (“ProPharma”), and Medi-Pharmaceuticals, Inc., a Nevada corporation (“MediPharma”). 
 RECITALS 
 A. ProPharma owns ten percent (10%) of the
outstanding capital stock of MediPharma. 
 B. Pro-Pharma and Medi-Pharma entered into the certain License Agreement, dated as of November 25, 2008, as
modified by operation of the certain letter agreement, dated as of December 15, 2008, (collectively, the “License Agreement”). 
 C. The Board
of Directors of each of the parties have determined it to be in the best interest of such party and its shareholders to ‘bifurcate’ the two companies, i.e. to enter into a new contractual arrangement between them, whereby ProPharma will
continue to concentrate in the field of oncology and MediPharma will, separately, concentrate on and develop a business in the field of cardiology. 
 D. The
parties have also determined that, in furtherance of the foregoing, the License Agreement should be terminated. 
 E. The parties wish to set forth the
salient terms of this new contractual arrangement and provide for certain other matters. 
 NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto hereby agree as follows: 
 1. Termination of the License Agreement. The License Agreement shall and hereby is, effective the date hereof, terminated, cancelled and deemed to have no force and effect with respect to all of the provisions thereof, with the
parties thereto having no further obligations to one another. 
 2. Sharing With Respect to Fibrosis. It is acknowledged that ProPharma has filed a
use patent with respect to the application of polysaccharides with respect to the disease indication known as Fibrotic tissue in Liver or Kidney (the “LK Fibrosis”). Medi-Pharma shall not, during the Exclusivity Period (as hereinafter
defined), without the explicit written consent from Pro-Pharma, engage in research, evaluation, clinical development, marketing or other commercial exploitation designed to develop regiments and procedures for polysaccharide based therapies in LK
Fibrosis. However, it is agreed and understood that Medi-Pharma and Pro-Pharma shall each have the unrestricted right to engage in research, evaluate and clinically develop regiments and procedures in the field of Fibrotic tissue other than LK
Fibrosis. In furtherance of the foregoing, ProPharma shall and hereby does grant Medi-Pharma unrestricted access (except for DAVANAT) to any and all chemical or molecular designs now owned by Pro-Pharma with respect to the general use of
polysaccharides in the area of Fibrotic tissue for use by Medi-Pharma in applications other than for an LK Fibrosis, and in turn Medi-Pharma shall and hereby does grant 

  

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Pro-Pharma unrestricted access to any and all of its chemical or molecular designs with respect to the general use of polysaccharides in the area of Fibrotic
tissue for use by Pro-Pharma in LK Fibrosis (but not in non-LK Fibrosis indications). In the event Medi-Pharma inadvertently develops during the Exclusivity Period a therapy for the indication of LK Fibrosis, MediPharma hereby grants Pro-Pharma an
exclusive right, exercisable within one hundred twenty (120) days after written notice from MediPharma, to commercially exploit such therapy for a Fair Royalty (as hereinafter defined). 
 3. Acknowledgement and Transfer with respect to Applications other than Fibrosis. It is acknowledged that
Pro-Pharma has engaged in research and clinical development of regiments, procedures and specific drugs and has obtained patents and has patents pending, all with respect to the use of polysaccharides in disease indications defined as Oncology,
including a drug known as DAVANAT® (collectively “Oncology Indications”). In this connection, it is agreed and understood that Medi-Pharma shall have the unrestricted right to
engage in research, evaluate, clinically develop, market and otherwise commercially exploit regiments and procedures involving the use of polysaccharides for the treatment of all disease indications other than Oncology Indications and other than
Fibrosis indications, which are specifically dealt with in Section 2 herein. In furtherance of the foregoing, Pro-Pharma shall and hereby does license to Medi-Pharma in perpetuity any and all research data, chemical and molecular designs and
other intellectual property rights (collectively “Items of IP”) now owned by Pro-Pharma with respect to the use of polysaccharides in the prevention and treatment of Arterial Cardiac Syndrome, Congestive Heart Failure and
Arteriosclerosis/Artheroscelerosis, as well as any other polysaccharides for use in the prevention and treatment of heart diseases (“Heart Indications”). The parties agree that the Items of IP are licensed to Medi-Pharma pursuant to the
preceding sentence are licensed “as is, where is”, with no warranties express or implied, and that Pro-Pharma shall be under no obligation to indemnify or hold Medi-Pharma harmless against any claim by a third party alleging that any Item
of IP infringes its rights. 
 4. Mutual Covenant Not to Compete. Medi-Pharma shall not, during
the period beginning on the date hereof and ending on the fifth (5th) anniversary of the date hereof (the “Exclusivity Period”),
without the explicit written consent from Pro-Pharma, engage in research, evaluation, clinical development, marketing or other commercial exploitation specifically designed to develop regiments and procedures for polysaccharide based therapies in
Oncology Indications. By the same token, Pro-Pharma shall not, during the period beginning on the date hereof and ending on the fifth (5th) anniversary of the date hereof, without the explicit written consent of Medi-Pharma, engage in research, evaluation, clinical development, marketing or other commercial exploitation specifically designed to develop regiments and
procedures for polysaccharide based therapies in Heart Indications. In case Medi-Pharma inadvertently develops during the Exclusivity Period an Item of IP related to polysaccharide based therapies in Oncology Indications, or in case Pro-Pharma
inadvertently develops during the Exclusivity Period an Item of IP related to polysaccharide based therapies in Heart Indications, Medi-Pharma or Pro-Pharma, as the case may be, shall grant ProPharma or MediPharma, as the case may be, an exclusive
right until the end of the Exclusivity Period and a nonexclusive right after the expiration of the Exclusivity Period, each exercisable within one hundred twenty (120) days after written notice from the other party, to commercially exploit such
Item of IP. In the event a party desires to commercially exploit an Item of IP developed by the other party hereunder, the parties agree to negotiate in good faith for a period of 30 days to determine a fair market royalty and other license terms
for the use of the Item 

  

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of IP, taking into account evidence of license terms negotiated by arms length parties in comparable situations, including the size of the market and
potential revenues for the product developed from the Item of IP, the time and investment necessary to obtain an NDA for the product, the ease or difficulty of manufacture and other factors, and in the event the parties cannot agree upon a fair
market royalty and other license terms, the parties agree to submit the issue to an arbitrator in binding arbitration, who shall be authorized to set a fair market royalty and license terms based upon evidence submitted by the parties (the royalty
determined as a result of this process herein called the “Fair Royalty”). The failure of a party to exercise its right to commercially exploit an Item of IP developed by the other party as described above shall not terminate the
Exclusivity Period to which such party is entitled herein, provided, however, that failure to exercise an exclusive right shall terminate any nonexclusive right granted in this Section 4. 
 5. Dispute Resolution. The parties recognize that in the event of a breach by a party of any of the provisions of this Agreement, money damages would not be an
adequate remedy to the other party for such breach and, even if money damages were adequate, it would be difficult to ascertain or measure with any degree of accuracy the damages sustained by the other party therefrom. Accordingly, if there should
be a breach or threatened breach by a party of the provisions of this Agreement, the other party shall be entitled, without posting bond, to an injunction restraining such party from any such breach. Nothing in the preceding sentence shall limit or
otherwise affect any remedies that a party may otherwise have under applicable law, except in case of litigation; each party shall in good faith participate in a mediation process reasonably available to the parties. 
 6. Miscellaneous Provision. 
 (a) This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
 (b) This Agreement
may be executed in one or more counterpart signature pages, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, which shall be binding
upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the same counterpart. The exchange and delivery of executed copies of this Agreement and of signature pages by facsimile transmission, by electronic mail
in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document
bearing an original signature and shall be binding for all purposes hereof. 
 (c) This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. 
 (d) If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by an arbitral tribunal or court
of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect if, but only if, after 

  

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excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in
substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended. 
 (e) The
provisions of this Agreement are for the benefit of the parties and no provision of this Agreement shall be deemed to create any third party beneficiary rights in any person, including any officer, director or employee or former employee of any of
the parties or any beneficiary or dependent thereof. 
 (f) This Agreement shall be construed in accordance with and governed by the laws of
the State of Nevada (without reference to its principles of choice or conflict of laws). 
 (g) 10X Fund, LP (“10X Fund”) hereby
acknowledges that this Agreement is an integral part of the “bifurcation” transaction generally described in Recital C hereof, such transaction consisting, among other things, of an up to six million dollars investment by 10X Fund in
preferred stock of ProPharma and the entry (A) by Dr. David Platt and ProPharma into the certain Separation Agreement and (B) by ProPharma, MediPharma, Dr. David Platt and Dr. Eliezer Fomer into the certain Consulting
Services Agreement, each of approximate even date herewith. 
 [Signatures appear on following page.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Technology Transfer and Sharing Agreement to be
duly executed by their respective officers as of the date first above written. 
  

							
	Pro-Pharmaceuticals, Inc.	 	Medi-Pharmaceuticals, Inc.
				
	By:	 	 /s/ Anthony Squeglia
	 	By:	 	 /s/ Rod Martin

		 	Anthony Squeglia, CFO	 		 	Rod Martin, Managing Member