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Biotech / Medical : GUMM - Eliminate the Common Cold -- Ignore unavailable to you. Want to Upgrade?

To: DanZ who wrote (557)	5/8/1999 11:40:00 PM
From: Mad2	Read Replies (1) \| Respond to of 5582

Dan, do you have any published source or filing where you got the information that Gel Tech LLC owns the tradename and intellectual property on Zicam. I'm not disputing this, however everything I have seen and read (excepting your post) represents Gel Tech LLC interests to be in the marketing and distribution: From GUMM's 5/6/99 press release The joint venture will market and distribute ZICAM(TM), a new homeopathic cold remedy. ZICAM(TM) uses a nasal gel to deliver its active ingredient, Zinullose(TM), a patent-pending ionic zinc emulsification formula. Initial research has shown that ZICAM(TM) reduces the duration of the common cold from an average of 10 - 14 days to an average of 1 - 3 days. Under the terms of the operating agreement, Gum Tech will own a 60% interest and BioDelivery Technologies will own a 40% interest in Gel Tech LLC. Dan, I'm trying to understand who owns the patent for Zinullose and any other property rights. If so what are the financial and other terms. Best Regards, Mad2

To: DanZ who wrote (557)	5/9/1999 2:26:00 AM
From: Mad2	Respond to of 5582

From GUMM's 10KSB dated 3/31/99 Mad2 LETTER OF INTENT FOR JOINT VENTURE In January 1999, the Company entered into a binding agreement with Gel Tech, Inc. ("Gel Tech") with respect to the formation of Gel Tech, L.L.C. ("LLC") for the purpose of developing, marketing and selling homeopathic remedies utilizing a zinc-based nasal gel technology or other homeopathic nasal gels. The Company and Gel Tech will contribute certain intellectual property rights relating to the product. The Company will provide a loan to the LLC of $3.5 million with interest at 8% per annum based on certain terms and conditions. The LLC will be managed by five managers, two of whom will be designated by the Company, two of whom will be designated by Gel Tech, and one of whom will be designated jointly by the Company and Gel Tech. The LLC will be owned 60% by the Company and 40% by Gel Tech. The Company and Gel Tech must negotiate and agree upon the form of a definitive operating agreement (the "Operating Agreement") to effectuate the letter of intent. The Operating Agreement will contain the specific terms of operation of the LLC and the duties and responsibilities of the Company and Gel Tech. The LLC will enter into employment agreements with four individuals and the Company will grant them options to acquire up to 190,000 shares of the Company's common stock at the fair market value of the common stock. The options will be nonqualified stock options, will have a term of five years from their grant date, 10,000 of which will vest on the date of grant and the remainder will vest on the first anniversary of the date of grant. LETTER OF INTENT FOR FINANCING On March 30, 1999, the Company entered into a letter of intent with Citadel Investment Group, L.L.C. ("Citadel") for $6,000,000 in financing. The financing consists of $4,000,000 of 8% Senior Secured Redeemable Notes and $2,000,000 of Redeemable Preferred Stock at a rate of 14% per annum. The interest on the Notes and dividends on the Preferred Stock may be paid in shares of common stock. In addition, the Preferred Stock shall be converted into common stock at 80% of the average closing bid price of the common stock during the 20 trading day period immediately preceding the maturity date. The Notes and Preferred Stock will have a term of two years from the date of issuance and 50% of the original issuance of the Notes and Preferred Stock shall be required to be redeemed within twelve months of their issuance. The financing is subject to negotiation of the Definitive Agreements and there can be no assurance that the financing will be completed by the Company.