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AGNM.OB > SEC Filings for AGNM.OB > Form 8-K on 20-Nov-2008All Recent SEC Filings

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Form 8-K for ACRONGENOMICS INC


20-Nov-2008

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial


Item 1.01 Entry into a Material Definitive Agreement

Effective November 13, 2008, in furtherance of a letter agreement dated August 19, 2008, we and Molecular Vision signed agreements which terminated the Development Agreement, we received a royalty on product sales or license fees received by Molecular Vision for products or licenses based on Molecular Vision's suite of patents, and we increased our ownership position in Molecular Vision to approximately a 28% ownership. Under the Agreements, we also have the right to appoint one director to the board of Molecular Vision as long as we maintain at least 15% of the share ownership of Molecular Vision. Lastly, we obtained an option agreement to acquire up to an additional 20,000 shares of Molecular Vision at £25 per share, upon certain conditions.



Item 7.01 Regulation FD Disclosure

On November 19, 2008, we announced that we have completed the restructuring of our relationship with Molecular Vision Limited, a UK company. Until August 19, 2008, 2008, we had been operating pursuant to a Development Agreement dated February 27, 2007, whereby we funded the development of the Point of Care device of Molecular Vision in return for a license to commercialize and sell the device. Under formal agreements dated November 13, 2008, we and Molecular Vision terminated the Development Agreement, we are entitled to a royalty on product sales or license fees received by Molecular Vision for products or licenses based on Molecular Vision's suite of patents, and we increased our ownership position in Molecular Vision to approximately a 28% ownership.



Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

(d)         Exhibits
  10.1        Royalty Agreement dated November 13, 2008, with Molecular Vision.
  10.2        Supplemental Agreement to the Subscription and Shareholders' Agreement
            relating to Molecular Vision Limited dated November 13, 2008.
  10.3        Option Agreement dated November 13, 2008, with Molecular Vision to
            acquire additional 20000 shares of Molecular Vision.
  10.4        Deed of Termination and Release dated November 13, 2008, with
            Molecular Vision.
  99.1        News release dated November 19, 2008


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