Exhibit 10.57
May 17, 2008
Thomas J. Graham, M.D.
Phantom Hand Project, LLC
Paradise Farm
2415 Old Bosley Road
Timonium, MD 21093 Re: Cost Recovery and Revenue Sharing Agreement
Dear Tom: In recognition of your extraordinary contributions to MiMedx, Inc. (" MiMedx" ) in the development of a portfolio of hand repair devices, the purpose of this letter is to set forth the mutually binding agreement between you on behalf of yourself and Phantom Hand Project, LLC (" Phantom" ) and MiMedx regarding the recovery of Phantom' s and MiMedx' costs and the sharing of excess revenues, if any, in excess of such costs, from the sale, license or other transfer (herein a " Disposition" ) in whole or part of certain intellectual property assets, or products embodying such intellectual property, which for purposes of this letter is called the " LeveL IP" (defined below). This agreement also contemplates the possible Disposition of MiMedX as an entity. By way of background, we mutually confirm that you and MiMedx have entered into a Consulting Agreement dated September 21, 2007 (" Consulting Agreement" ) by which you contributed certain intellectual property to MiMedX. The LeveL IP includes all of the intellectual property contributed to MiMedx by you (now existing or hereafter created) under the Consulting Agreement and certain MiMedx technology consisting of a BioStaple Device for use in the hand (collagen/NDGA), a Collarod Device for use in the hand (collagen/NDGA) and a CMC device for use in the hand (Salubria), and the Tenor Instrument Device for Tendon Retrieval.
MiMedx w ...
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