SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2021
SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On July 14, 2021, the Company entered into an asset purchase agreement with Rochal, effective July 1, 2021, pursuant to which the Company agreed to purchase certain assets of Rochal, including, among others, Rochal’s intellectual property, furniture and equipment, supplies, rights and claims, other than certain excluded assets, all as more specifically set forth in the asset purchase agreement, and assume certain liabilities upon the terms and subject to the conditions set forth in the asset purchase agreement. The acquired assets were purchased for an aggregate purchase price of approximately $1,000,000 consisting of (i) approximately $500,000 in cash and (ii) 14,369 shares of the Company’s common stock, representing an amount equal to $500,000 based on the average closing sale price of the Company’s common stock for the twenty trading days immediately preceding July 14, 2021. The purchase price is subject to post-closing adjustments pursuant to the terms of the asset purchase agreement, which such adjustments must be agreed to by the parties no later than seventy-five days after the effective date. Rochal is in the business of creating, developing and commercializing technology innovations in natural and synthetic polymers, antimicrobials and biological systems. As discussed above, the Company previously entered into product license agreements with Rochal, pursuant to which the Company acquired exclusive world-wide licenses to market, sell and further develop certain antimicrobial barrier film and skin protectant products, antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain of Rochal’s patents and a debrider for human medical use to enhance skin condition or treat or relieve skin disorders. Pursuant to the asset purchase agreement, each of the foregoing licenses are being retained by Rochal and are excluded from the purchased assets. In addition, the Company previously entered into manufacturing and technical service agreements with Rochal, pursuant to which Rochal agreed to manufacture, package and label products the Company licensed from Rochal and provide certain services on technical service projects of the Company. Pursuant to the asset purchase agreement, for the three-year period after the effective date, Rochal is entitled to receive consideration for any new product relating to the business that is directly and primarily based on an invention conceived and reduced to practice by a member or members of Rochal’s science team. For the three-year period after the effective date, Rochal is also entitled to receive an amount in cash equal to twenty-five percent of the proceeds actually received for any Grant (as defined in the asset purchase agreement) by either the Company or Rochal. In addition, the Company agreed to use commercially reasonable efforts to perform Minimum Development Efforts (as defined in the asset purchase agreement) with respect to certain products under development, which if obtained, will entitle the Company to intellectual property rights from Rochal in respect of such products. In connection with the asset purchase agreement, the Company made employment offers to certain employees of Rochal on an “at will” basis, with the terms of such employment being consistent with the Company’s current employment agreements. Concurrent with the asset purchase, on July 14, 2021, the Company entered into a consulting agreement with Ms. Salamone pursuant to which Ms. Salamone will provide the Company with consulting services with respect to, among other things, writing new patents, conducting patent intelligence, and participating in certain grant and contract reporting. In consideration for the consulting services to be provided to the Company, Ms. Salamone is entitled to receive an annual consulting fee of $177,697, with payments to be paid once per month. The consulting agreement has an initial term of three years, unless earlier terminated by the Company, and is subject to renewal. The consulting agreement also contains customary provisions related to, among other things, confidentiality, and termination for cause provisions.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

NOTE 10 – SUBSEQUENT EVENTS

On July 14, 2021, the Company entered into an asset purchase agreement with Rochal, effective July 1, 2021, pursuant to which the Company agreed to purchase certain assets of Rochal, including, among others, Rochal’s intellectual property, furniture and equipment, supplies, rights and claims, other than certain excluded assets, all as more specifically set forth in the asset purchase agreement, and assume certain liabilities upon the terms and subject to the conditions set forth in the asset purchase agreement. The acquired assets were purchased for an aggregate purchase price of approximately $1,000,000 consisting of (i) approximately $500,000 in cash and (ii) 14,369 shares of the Company’s common stock, representing an amount equal to $500,000 based on the average closing sale price of the Company’s common stock for the twenty trading days immediately preceding July 14, 2021. The purchase price is subject to post-closing adjustments pursuant to the terms of the asset purchase agreement, which such adjustments must be agreed to by the parties no later than seventy-five days after the effective date.

Rochal is in the business of creating, developing and commercializing technology innovations in natural and synthetic polymers, antimicrobials and biological systems. As discussed above, the Company previously entered into product license agreements with Rochal, pursuant to which the Company acquired exclusive world-wide licenses to market, sell and further develop certain antimicrobial barrier film and skin protectant products, antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain of Rochal’s patents and a debrider for human medical use to enhance skin condition or treat or relieve skin disorders. Pursuant to the asset purchase agreement, each of the foregoing licenses are being retained by Rochal and are excluded from the purchased assets. In addition, the Company previously entered into manufacturing and technical service agreements with Rochal, pursuant to which Rochal agreed to manufacture, package and label products the Company licensed from Rochal and provide certain services on technical service projects of the Company.

Pursuant to the asset purchase agreement, for the three-year period after the effective date, Rochal is entitled to receive consideration for any new product relating to the business that is directly and primarily based on an invention conceived and reduced to practice by a member or members of Rochal’s science team. For the three-year period after the effective date, Rochal is also entitled to receive an amount in cash equal to twenty-five percent of the proceeds actually received for any Grant (as defined in the asset purchase agreement) by either the Company or Rochal. In addition, the Company agreed to use commercially reasonable efforts to perform Minimum Development Efforts (as defined in the asset purchase agreement) with respect to certain products under development, which if obtained, will entitle the Company to intellectual property rights from Rochal in respect of such products.

In connection with the asset purchase agreement, the Company made employment offers to certain employees of Rochal on an “at will” basis, with the terms of such employment being consistent with the Company’s current employment agreements.

Concurrent with the asset purchase, on July 14, 2021, the Company entered into a consulting agreement with Ms. Salamone pursuant to which Ms. Salamone will provide the Company with consulting services with respect to, among other things, writing new patents, conducting patent intelligence, and participating in certain grant and contract reporting. In consideration for the consulting services to be provided to the Company, Ms. Salamone is entitled to receive an annual consulting fee of $177,697, with payments to be paid once per month. The consulting agreement has an initial term of three years, unless earlier terminated by the Company, and is subject to renewal. The consulting agreement also contains customary provisions related to, among other things, confidentiality, and termination for cause provisions.