Date: Fri,  9 Jan 1998 16:27:54 EST
From: Chris Jenks <>
To: Multiple recipients of list <>
Subject: NDA vs. UM (3/3)



  This agreement is entered into as of the 18th of November, 1994, by and
between NDA International, Inc. ("NDA") and the University of Miami
("University") and supersedes and replaces the Letter Agreement dated
November 17, 1994 in its entirety.

  In recognition of the University's contribution to the NDA research
effort and related support of NDA's efforts beyond those contemplated in
the June 12, 1992 Agreement between NDA and the University, and in exchange
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the University and NDA agree as follows:

  1. NDA agrees to pay the University twelve (12%) of all income (whether
in the form of royalties on sales or otherwise) derived by NDA, its
subsidiaries, parents, or affiliates from the commercialization of
Noribogaine or the granting of the right to commercialize Noribogaine to
any third party.

  2. The University shall waive any payment obligation which NDA may have
to the University pursuant to Article 9 of the June 12, 1992 Agreement for
the University's assistance in the prosecution of the Noribogaine patent

  3. Dr. Mash will participate in the meeting with potential investors
scheduled for Monday, November 21, and in future meetings with potential
investors upon NDA's request, regarding NDA's Ibogaine development efforts
(which may or may not include a discussion of Noribogaine).

By: Alan J. Fish
Name: Alan J. Fish
Title: Assistant Vice President for Business Services
Date: 12/15/94

By: Howard S. Lotsof
Name: Howard S. Lotsof
Title: President
Date: 12/6/94


March 5, 1992

(FROM: 201 487-2117  TO: 305 548-4678)

Dr. Deborah C. Mash
University of Miami
Dept. of Neurology
1501 NW 5th Avenue
Miami, FL 33101

Dear Dr. Mash:

  I have been advised by NDA International, Inc.'s attorneys not to ship
the material prior to obtaining the signed research agreement under
discussion between us.

  NDA International, Inc. does not accept the revisions received from
Cynthia L. Augustyn on 3/3/92 to our faxed agreement to you of 2/21/92.

  I would propose that a means of proceeding immediately would be to sign
an agreement limited to your use of the 2.5 grams of ENDABUSE (tm) we are
prepared to immediately ship to St. Kitts.

  This would allow us time to determine what, if any changes, will occur in
the final agreement.

  This limited agreement is as follows:

  1. NDA International, Inc. is providing you with this 2.5 grams of
ENDABUSE (tm) solely for use in evaluating the toxicology and
pharmacokinetics of ENDABUSE (tm) in primates ("the study") relating to NDA
International, Inc.'s patented Ibogaine Procedure ("the Procedure").

  2. Your acceptance and use of this 2.5 grams of ENDABUSE (tm) requires
that you agree to provide NDA International, Inc. with any and all data and
reports generated by this research for use in our INDs and New Drug
Applications to the FDA. You, of course shall retain all publishing rights
in compliance with normal scientific practice and may use the data and
reports to support the University's IND for a limited study to the FDA
provided the University and NDA International sign the licensing agreement
discussed in paragraph two.

  3. A. UM Acknowledges that the Procedure is proprietary to NDA and that
NDA retains all rights to and ownership of the Procedure. The only rights
granted to UM with respect to the Procedure are those expressly set forth
in this agreement. Furthermore, UM hereby agrees that any and all
proprietary or creative material or information developed from the Study or
by UM in connection with the Study hereunder and any and all discoveries,
inventions or improvements (whether patentable or otherwise) in any way
relating to the Procedure and/or Confidential Information which are made,
discovered, invented or improved as a result of the Study or by UM or
results from any work which UM may do hereunder shall be deemed owned from
inception by NDA. UM shall assist NDA in every way at NDA's expense,
including the execution of all documents and the doing of all acts and
things as may be necessary or desirable to enable NDA to confirm, protect
or enforce its rights to such ownership, including assisting NDA in
connection with applications for letters patent, INDs or New Drug
Applications in any and all countries.

  4. UM shall preserve on all copies of materials prepared by it or on its
behalf with respect to the Process all copyright or trademark notices
placed by NDA on the original of such materials.

  5. This letter constitutes the entire agreement and supersedes and
terminates all prior agreements between the parties with respect to its
subject matter, may not be changed or terminated (other than as expressly
set forth in this letter) except by a writing signed by both parties. No
waiver of any of the provisions of this agreement shall be effective unless
in writing and signed by the party charged with such waiver and such waiver
shall be strictly limited to the terms of such writing. This agreement
shall be binding upon and shall inure to be benefit of the successors and
permitted assigns of each party. No representations or warranties other
than as expressly set forth in this agreement have been made to induce
either party to enter into this agreement.

  If you accept the terms of this agreement please sign under "AGREED AND
ACCEPTED and immediately fax one copy of the agreement to NDA
International, Inc. (201 487-2117) and a second to Norma Alexander, at La
Tour Centerville, Montreal (Fax 614 866-7257). A hard copy as excepted for
our records. After we receive the faxed copy we will send you the 2.5 grams
of ENDABUSE (tm) needed for the study.

  Needless to say, I hope you will accept the terms of this letter and
Norma Alexander and I wish you good luck with your work.

Very truly yours,
BY: Howard S. Lotsof
Howard S. Lotsof
Date: March 5, 92

Robert W. Rubin
V. P. for Research
Univ. Miami
Date: 3-9-92

cc: Cynthia L. Augustyn, Esq.
Mitthell Pines, Esq.

  MICHAEL B. RONEMUS, a New York attorney, affirms under penalty of perjury:

  That he is the attorney for the Plaintiff in the within entitled action;
that he has read the foregoing Complaint and knows the contents thereof;
that the same is true to the knowledge of affirmant, except as to the
matters therein stated to be upon information and belief and as to those
matters he believes it to be true.
  Affirmant further states that the reason why this verification is not
made by the plaintiff(s) is that said plaintiff(s), upon information and
belief, are not residents of the County of New York, wherein affirmant has
his office.
  That the grounds for affirmant's belief as to all matters not therein
stated to be alleged upon as knowledge, are investigations and information
received by affirmant in the course of his duties as the attorney for said

Dated: New York, New York
August 12, 1997