Exhibit 10 - Asset Purchase Agreement
ASSET PURCHASE AGREEMENT
CONTENTS
RECITALS
I. Defined Terms
1.1 Asset
1.2 Agreement
1.3 Assignor
1.4 Assignee
1.5 Business Agreements
1.6 Closing
1.7 Closing Date
1.8 Hazardous Substance
1.9 Intellectual Property Rights
1.10 Liabilities of the Business
1.11 Licenses and Authorizations
1.12 Most Recent Financial Statements
1.13 Permitted Exceptions
1.14 Purchase Price
1.15 Purchased Assets
II. Purchase and Sale of Assets
2.1 Sale of Asset
2.2 Purchase Price and Method of Payment
(a) Purchase Price
(b) Method of Payment
(c) Allocation of Purchase Price
2.3 Delivery of the Asset
III. Closing
3.1 Closing
3.2 Transfer Taxes, Etc.
3.3 Costs and Expenses
3.4 Performance by Assignor at Closing
3.5 Performance by Assignee at Closing
3.6 Approval of Documents
3.7 Notice
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IV. Representations and Warranties of Assignor
4.1 Organization, Corporate Power and Authority
4.2 Authorization, Binding Effect and No Conflicts
4.3 Consents and Approvals
4.4 Business Agreements
4.5 Intellectual Property Rights
4.6 Licenses and Authorizations
4.7 Litigation
4.8 No Broker
4.9 Disclosure
4.10 Compliance with Laws
4.11 Non-foreign Status
V. Representations and Warranties of Assignee
5.1 Organization, Corporate Power and Authority
5.2 Authorization, Binding Effect and No Conflicts
5.3 Consents and Approvals
5.4 Availability of Shares
5.5 No Broker
VI. Covenants of Assignor
6.1 Further Assurances
VII. Indemnification; Risk of Loss
7.1 Asset to Be Conveyed Free of Liabilities or Encumbrances
7.2 Indemnification of Assignee
7.3 Indemnification of Assignor
VIII. Miscellaneous
8.1 Schedules and Exhibits
8.2 Counterparts
8.3 Survival of Representations and Warranties
8.4 Notices
8.5 Amendment
8.6 Entire Agreement
8.7 Waiver
8.8 Governing Law
8.9 Legal Fees
8.10 Assignor's Disclaimer
8.11 Legal Representation
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THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of this 8th day of August, 2001 by and between Global Atomics, Inc.,
a Wyoming corporation, (herein "Assignor") and Stock Watch Man, Inc., a
Nevada corporation (herein, "Assignee") and Global Atomics Licensing, Ltd.,
a British Virgin Islands corporation, (herein, "Licensor").
RECITALS
A. Assignor entered into a Patent Licensing Agreement with Global
Atomics Licensing, Ltd., a British Virgin Islands corporation (herein,
"Licensor") for the (a) Photo-Remediation of Radioactive Waste by Stimulated
Radioactive Decay, (b) Enrichment Method for Radio Isotopes, and (c) Power
from Fission of Spent Nuclear Waste technologies. (See attached Global
Atomics Patent Licensing Agreement with Intellectual Property Appendix
Exhibit "A").
B. Assignor desires to assign to Assignee the Patent License Agreement,
and Assignee desires to acquire the Patent License Agreement, on the terms
and conditions set forth in this Agreement.
C. Licensor desires to consent to the assignment of the Patent License
Agreement and to make certain representations and warranties relating to the
Patent License Agreement
D. Assignee is a development stage e-commerce company which is publicly
traded on the NASD Electronic Bulletin Board under the symbol SWCH.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and subject to the
conditions hereinafter set forth, Assignor, Assignee and Licensee hereby
agree as follows:
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I.
Defined Terms
For purposes of this Agreement, the following capitalized terms will
have the meanings set forth below, unless the context clearly indicates
otherwise.
1.1 "Asset" means the Patent License Agreement attached as Exhibit "A".
1.2 "Agreement" means this Asset Purchase Agreement.
1.3 "Assignor" is defined in the first paragraph of this Agreement.
1.4 "Assignee" is defined in the first paragraph of this Agreement.
1.5 "Business Agreements" means those certain agreements, contracts
and commitments entered into by Assignor in connection with the Patent
License Agreement, as more particularly described on Schedule I attached
hereto, including all renewals, extensions and modifications thereof.
1.6 "Closing" means the closing of the purchase and sale of the Assets
in accordance with this Agreement.
1.7 "Closing Date" means the date specified in Section 3.1 on which
the Closing will take place.
1.8 "Hazardous Substance" means substances heretofore or hereafter
designated as hazardous under the Resource Conservation and Recovery Act,
42 U.S.C. 6901, et seq., the Federal Water Pollution Control Act, 33 U.S.C.
1257, et seq., the Clear Air Act, 42 U.S.C. 2001, et seq., or the
Comprehensive Environmental Response Compensation and Liability Act of 1980,
42 U.S. C. 960 1, et seq., all as amended, and the term additionally
includes any substance which after release into the environment and upon
exposure, ingestion, inhalation or assimilation, either directly from the
environment or indirectly by ingestion through food chains, will or may
reasonably be anticipated to cause death, disease, behavior abnormalities,
cancer and/or genetic abnormalities in humans.
1.9 "Intellectual Property Rights" means all trade names, trademarks,
trademark applications, patents, patent applications, copyrights, copyright
applications and similar intangible rights used by Assignor in connection
with the Patent License Agreement and more particularly described in
Exhibit "A" attached hereto.
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1.10 "Liabilities of the Business" means all liabilities and
obligations that arise from or are related to the Assignor's Patent License
Agreement (whether liquidated or unliquidated, absolute or contingent, known
or unknown, due or to become due, and whether arising before or after the
Closing Date), including, but not limited to, obligations arising under the
Business Agreements.
1.11 "Licenses and Authorizations" means all licenses, permits, and
authorizations issued by government agencies associated with the Patent
License Agreement, all as more particularly described on Schedule V.
1.12 "Most Recent Financial Statements" means the unaudited balance
sheet and statement of income for the period ended June 30, 2001 of
Assignee.
1.13 "Permitted Exceptions" means the title to Assets will be free
and clear of all liens, charges, claims and encumbrances, subject only to
the Permitted Exceptions listed on Schedule IV.
1.14 "Purchase Price" means the price specified in Section 2.2 hereof
1.15 to be paid by Assignee to Assignor at Closing.
1.15 "Purchased Asset" means Patent License Agreement.
II.
Purchase and Sale of Asset
2.1 Sale of Asset. On the Closing Date, Assignor will sell, convey,
assign, transfer and deliver to Assignee, and Assignee will purchase and
acquire from Assignor, all of Assignor's right, title and interest in and
to the Patent License Agreement.
2.2 Purchase Price and Method of Payment.
(a) Purchase Price. At Closing, Assignee will pay to Assignor as
representing Seventeen Million Eight Hundred Seventy-two Thousand Five
Hundred (17,872,500) shares (the "Purchase Price"). The shares will bear
a standard restrictive transfer legend as set forth in Exhibit "B".
(b) Method of Payment. On the Closing Date, Assignee will deliver
to Assignor one share certificate representing 12,872,500 share on the date
of closing, and the balance of 5,000,000 shares upon completion of the
filing of a Certificate of Amendment to the Stock Watch Man, Inc. Articles
of Incorporation increasing the authorized capital to 100,000,000 common
shares.
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(c) Allocation of Purchase Price. The Purchase Price will be
allocated for all purposes by the parties as follows:
Patent License Agreement Valuation $ 87,000
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2.3 Delivery of the Asset. Buyer shall take delivery of the Asset at
Closing.
III.
Closing
3.1 Closing. The Closing of the purchase and sale contemplated by this
Agreement (the "Closing") will take place on Wednesday, August 8, 2001 (the
"Closing Date") at the offices of corporate offices of the Assignee or at
such other time or place as will be agreed by the parties in writing;
provided, however, that all conditions to the Closing herein set forth will
have been satisfied.
3.2 Transfer Taxes, Etc. To the extent applicable, any sales/use/excise
and, or other taxes due as a result of the purchase and sale of this Asset
contemplated hereby will be paid entirely by Assignor at the time of
Closing, and Assignor will indemnify and hold Assignee harmless therefrom.
3.3 Costs and Expenses. Except as otherwise provided in Sections 3.2,
each party will separately bear the costs and expenses incurred by it in
connection with this Agreement and the transactions contemplated hereby;
provided, however, that if any party will commence legal action to
specifically enforce or otherwise seek redress under, or for breach of,
this Agreement, the prevailing party in such action will be entitled to
recover its costs and reasonable attorneys' fees incurred to prosecute or
defend the action, including costs and fees incurred in any appellate
proceeding.
3.4 Performance by Assignor at Closing. At Closing, Assignor will
deliver to Assignee the following:
(a) An Assignment of the Patent License Agreement in the form of
Exhibit D and all other appropriate documents and instruments in customary
form and substance sufficient to transfer to Assignee all of Assignor's
right, title and interest in and to all tangible assets that are a part of
the Asset, free and clear of any mortgages, liens, pledges, privileges,
charges, claims and encumbrances any kind whatsoever, except for any
mortgages, liens, pledges, privileges, charges, claims and encumbrances
described in any of the schedules attached hereto or permitted by this
Agreement.
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(b) A certified copy of a resolution of Assignor's board of
directors authorizing the execution of this Agreement and the transactions
contemplated hereby.
(c) A certificate of Assignor to the effect that all warranties
and representations of Assignor herein are true and correct as of the
Closing Date.
(d) All other instruments and documents that Assignee or its
counsel, in the reasonable exercise of their discretion, will deem to be
necessary to fulfill any obligation required to be fulfilled by Assignor
on the Closing Date, and to evidence satisfaction of any conditions to
Closing referred to in Section 7.2 hereof.
(e) Funds necessary to pay all taxes due, if any, by Assignor as
set forth in paragraph 3.3.
3.5 Performance by Assignee at Closing. At Closing, Assignee will
deliver to Assignor the following:
(a) Share certificate in the name of Global Atomics, Inc.
representing 12,872,500 common shares representing a portion of the Purchase
Price. Immediately upon completion of the filing of the Certificate of
Amendment increasing the authorized common stock capital, the Assignee will
issue one share certificate representing 5,000,000 common shares, the unpaid
balance of the Purchase Price.
(b) A certificate of Assignee to the effect that all warranties
and representations of Assignee herein are true and correct as of the
Closing Date.
(c) All other instruments and documents that Assignor or its
counsel, in the reasonable exercise of their discretion, will deem to be
necessary to fulfill any obligation required to be fulfilled by Assignee
on the Closing Date, and to evidence satisfaction of any conditions to
Closing referred to herein.
3.6 Approval of Documents. Unless otherwise provided herein, all
instruments and documents delivered pursuant to this Agreement will be
dated as of the Closing Date, and will be satisfactory to the parties and
to their respective counsel as to form and content.
3.7 Notice. Immediately following the Closing, the parties will give
notice of the transfer of the Patent License Agreement, as may be required
by contract or law.
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IV.
Representations and Warranties of Assignor
Assignor represents and warrants to Assignee that the following
statements are true and correct on the date hereof, and will be true and
correct on the Closing Date as though made on such date:
4.1 Organization, Corporate Power and Authority. Assignor is a
corporation duly organized, validly existing and in good standing under
the laws of Wyoming, and has the requisite corporate power and authority
to execute, deliver and perform this Agreement and to consummate the
transactions contemplated hereby.
4.2 Authorization, Binding Effect and No Conflicts. The execution,
delivery and performance by Assignor of this Agreement and the consummation
by Assignor of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of Assignor. This
Agreement has been duly and validly executed and delivered by Assignor and
constitutes the valid and binding obligation of Assignor, enforceable in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency
or other similar laws relating to creditors' rights generally, and (ii)
general principles of equity. To the best knowledge of the Assignor, the
execution, delivery and performance by Assignor of this Agreement and the
consummation by Assignor of the transactions contemplated hereby will not
violate any provision of law, rule or regulation to which Assignor is
subject, violate any order, judgement or decree applicable to Assignor, or
conflict with, or result in a breach or default under, any term or
condition of the Articles of Incorporation or the Bylaws of Assignor, or
any agreement or other instrument to which Assignor is a party or by which
Assignor may be bound; except, in each case, for violations, conflicts,
breaches or defaults which in the aggregate would not materially hinder or
impair the consummation of the transactions contemplated hereby.
4.3 Consents and Approvals. Neither the execution of this Agreement
nor the consummation of the sale of this Asset requires the approval or
consent of any governmental authority having jurisdiction over the business
of Assignor. Global Atomics Licensing, Ltd. is required to consent to the
assignment of the Patent Licensing Agreement. The consent is attached as
Exhibit "C".
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4.4 Business Agreements. The Business Agreements relating to the Patent
License Agreement and, or the underlying patents or patent applications are
listed on Schedule I hereto and constitute valid and binding obligations of
Assignor. These agreements are in full force and effect as of the date of
this Agreement and, with the exception of those Business Agreements which
will have been completed prior to the Closing Date according to their terms,
will on the Closing Date constitute valid and binding obligations of
Assignor and be in full force and effect. Neither Assignor nor any other
party to such Business Agreements are in material default under any such
agreements.
4.5 Intellectual Property Rights. The Assignor owns or has the
exclusive right pursuant to Patent License Agreement or permission, to the
extent applicable, to use all Intellectual Property Rights necessary for
utilizing the technologies associated with the Patent License Agreement.
The Inventor and the Assignor have taken all reasonable action to protect
each item of Intellectual Property that it owns or uses. To Assignor's
best knowledge, the Licensor and Assignor are not infringing upon,
misappropriating, violating or otherwise acting adversely to the right of
any other person under, or in respect to, any trade names, trademarks,
patents, copyrights, licenses or similar intangible rights, and the Licensor
and Assignor have not received any charge, complaint, claim or notice of
such an infringement, misappropriation, violation or adverse act. To the
best knowledge of the Assignor, and except as set forth on Schedule II an
itemized as "Prior Violations", and the directors and officers of Assignor,
no third party has infringed upon, misappropriated, violated or otherwise
acted adversely to the Intellectual Property Rights. Intellectual property
right violations are summarized on Schedule II.
4.6 Licenses and Authorizations. On the date hereof, the Licenses and
Authorizations set forth in Schedule V hereto are in full force and effect,
and, to the knowledge of Seller, constitute all licenses, permits and
authorizations from regulatory bodies which are associated with the Patent
License Agreement technology.
4.7 Litigation. There are no actions, suits, claims, proceedings or
investigations pending or, to the knowledge of Licensor and Assignor,
threatened against the Licensor or Assignor that would affect Assignor's
title or interest in the Asset. Neither the Licensor, nor the Assignor has
received notice, and has no knowledge, that it is in default of any order,
writ, injunction or decree of any court or federal, state, municipal or
governmental department, commission, board, bureau, agency or
instrumentality with respect to the ownership of the Asset. To the best
knowledge of Licensor and Assignor, both have complied in all material
respects with all laws, regulations, franchises, licenses and orders
applicable to the Asset.
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4.8 No Broker. Assignor has not employed any broker, finder or
agent, nor otherwise become obligated for any broker's, finder's or agent's
or similar fee, with respect to the transaction contemplated by this
Agreement.
4.9 Disclosure. To the best knowledge of Licensor and Assignor,
neither this Agreement nor any of the Schedules or Exhibits annexed hereto
contains any untrue statement of any material fact, or omits to state any
material fact required to be stated in order to make the statements
contained herein or therein not misleading. To the best knowledge of
Assignor, there is no fact which has not been disclosed in writing to
Assignee prior to the date hereof that materially adversely affects the
Asset.
4.10 Compliance With Laws. To Assignor's best knowledge, Assignor is
in compliance with all laws, rules, regulations and orders applicable to the
Patent License Agreement (including, without limitation, those relating to
environmental protection and occupational safety and health, except where
the failure to comply therewith does not have a material adverse effect on
the financial condition of the Asset.
4.11 Non-foreign Status. Assignor is not a "foreign person" (i.e., a
nonresident alien individual or foreign corporation) within the meaning of
Section 897(a) of the Internal Revenue Code. At Closing, Assignor will
furnish Purchaser, in accordance with Internal Revenue Code Section 1445
and the regulations thereunder, with an affidavit stating, under penalty
of perjury, that Assignor is not a "foreign person," and stating Assignor's
taxpayer identification number.
4.12 Business Records. Assignor agrees and acknowledges that it and,
or its appointed representatives have satisfactorily examined all relevant
business and financial records which include, the most recent financial
statements of Assignee listed on Schedule III.
V.
Representations and Warranties of Assignee
Assignee represents and warrants to Assignor that the following
statements are true and correct on the date hereof and will be true and
correct on the Closing Date as though made on such date:
5.1 Organization, Corporate Power and Authority. Assignee is a
corporation organized and validly existing under the laws of Nevada.
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5.2 Authorization, Binding Effect and No Conflicts. The execution,
delivery and performance by Assignee of this Agreement and the consummation
by Assignee of the transactions contemplated thereby have been duly
authorized by all partners on the part of Assignee. This Agreement has been
duly and validly executed and delivered by Assignee and constitutes the
valid and binding obligation of Assignee, enforceable in accordance with
its terms, subject to (i) applicable bankruptcy, insolvency or other similar
laws relating to creditors' rights generally, and (ii) general principles of
equity. The execution, delivery and performance by Assignee of this
Agreement and the consummation by Assignee of the transactions contemplated
hereby will not (x) violate any provision of law, rule or regulation to
which Assignee is subject, (y) violate any order, judgment or decree
applicable to Assignee, or (z) conflict with, or result in a breach or
default under, any term or condition of the Assignee's Articles of
Incorporation or the By-Laws, or any agreement or other instrument to which
Assignee is a party or by which Assignee may be bound; except in each case,
for violations, conflicts, breaches or defaults which in the aggregate would
not materially hinder or impair the consummation of the transactions
contemplated hereby.
5.3 Consents and Approvals. Neither the execution of this Agreement nor
the consummation of the sale of this Agreement requires the approval or
consent of any governmental authority having jurisdiction over the business
of Assignee nor of any party to any agreement with Assignee.
5.4 Availability of Shares. Assignee has available and will have
available on the Closing Date 12,872,500 common shares available for a
portion of the Purchase Price. Assignee will immediately take all necessary
action to cause its Articles of Incorporation to be amended thereby
increasing its authorized common stock capital so that it may issue the
5,000,000 share balance due on the Purchase Price.
5.5 No Broker. Assignee has not employed any broker, finder or agent,
nor otherwise become obligated for any broker's, finder's or agent's or
similar fee, with respect to the transaction contemplated by this
Agreement.
VI.
Covenants of Assignor
6.1 Further Assurances. At any time or from time to time after the
Closing Date, Assignor and, or Assignee will, at the request of Assignee
or Assignor and at the requesting party's expense, execute and deliver any
further instruments or documents and take all such further actions as
Assignee or Assignor may reasonably request in order to evidence the
consummation of the transactions contemplated hereby.
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VII.
Indemnification: Risk of Loss
7.1 Asset to Be Conveyed Free of Liabilities or Encumbrances. Except
for performance of the Business Agreements expressly assumed by Assignee
hereunder, if any, Assignee assumes no liabilities or obligations of
Assignor of any kind whatsoever, whether fixed or contingent and whether
known or unknown, in connection with the Asset. At Closing, Assignor will
convey to Assignee title to all of the Asset free and clear of all liens,
charges, claims and encumbrances, subject only to the Permitted Exceptions;
and Assignor will, in accordance with Section 7.2 hereof, indemnity and
hold Assignee harmless from any and all such liabilities, liens, charges,
claims and encumbrances to which the Asset are, or may become subject.
7.2 Indemnification of Assignee.
(a) Assignor agrees to indemnity and hold Assignee, its successors
and assigns, harmless from and against:
(1) Any and all claims, liabilities and obligations of every
kind and description, contingent or otherwise, arising out of or related to
the ownership of the Asset by Assignor prior to the Closing. Such claims,
liabilities and obligations include, but are not limited to, liability
claims, claims or liabilities arising out of the use or storage by Assignor,
or the presence on the Real Estate, of any Hazardous Substances, any and
all claims, liabilities and obligations arising or required to be performed
prior to the Closing under any contract, agreement, lease or instrument
assumed by Assignee, except for performance of those Business Agreements
and the Permitted Exceptions.
(2) Any and all damage or deficiency resulting from any
misrepresentation, breach of warranty, or nonfulfillment of any agreement
on the part of Assignor under this Agreement, or from any misrepresentation
in or omission from any certificate or other instrument furnished to
Assignee pursuant to this Agreement or in connection with the assignment
transaction contemplated hereby.
(3) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses, including reasonable attorneys'
fees incurred by Assignee as a result of Assignor's failure or refusal to
compromise or defend any claim incident to the foregoing provisions.
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(b) If any proper claim or liability will be asserted against
Assignee which would give rise to a claim by Assignee against Assignor for
indemnification under the provisions of this section, Assignee will promptly
notify Assignor in writing of the same, and Assignor will, at its own
expense, compromise or defend any such claim; provided, however, that
Assignee may, at its own cost and expense, join and cooperate with Assignor
in defending or compromising such claim.
7.3 Indemnification of Assignor.
(a) Assignee hereby agrees to indemnity and hold Assignor and its
successors and assigns harmless from and against:
(1) Any and all claims, liabilities and obligations of every
kind and description, contingent or otherwise, arising from or related to
the ownership of the Assets by Assignee subsequent to the Closing. Such
claims, liabilities, and obligations include, but are not limited to, any
and all claims, liabilities and obligations arising or required to be
performed subsequent to Closing under any Business Agreement assumed by
Assignee pursuant to this Agreement.
(2) Any and all damage or deficiency resulting from any
misrepresentations, breach of warranty, nonfulfillment of any agreement
or obligation assumed or required to be assumed by Assignee under this
Agreement, or from any misrepresentation in or omission from any
certificate or other instrument furnished to Assignor pursuant to this
Agreement, or in connection with any of the transactions contemplated
hereby.
(3) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses incident to any of the foregoing
provisions, including reasonable attorneys' fees incurred by Assignor as
the result of Assignee's failure or refusal to defend or compromise any
claim.
(b) If any claim or liability will be asserted against Assignor
which would give rise to a claim by Assignor against Assignee for
indemnification under the provisions of this section, Assignor will
promptly notify Assignee of the same and Assignee will, at its own expense,
compromise or defend any such claim; provided that Assignor may, at its own
cost and expense, join and cooperate with Assignee in the defense or
compromise of such claim.
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VIII.
Miscellaneous
8.1 Schedules and Exhibits. All schedules and exhibits attached to this
Agreement will be deemed part of this Agreement and incorporated herein,
where applicable, as if fully set forth herein.
8.2 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which will be deemed an original and all of
which will constitute one and the same instrument.
8.3 Survival of Representations and Warranties. All of Licensor's,
Assignor's and Assignee's representations and warranties contained herein
will survive the Closing for a period of one year from the Closing Date,
after which they will be null and void.
8.4 Notices. Any notices or other communications will be in writing
and will be considered to have been duly given on the earlier of (1) the
date of actual receipt or (2) three days after deposit in the first-class
certified U.S. mail, postage prepaid, return receipt requested:
(a) If to Assignor, to: Xxxx Xxxxx, 30 So. Wheatherby, Xxxxxxxx XX 00000
With copy to:
(b) If to Assignee, to: Xxxxx Xxxxx, 0000 Xxxxxx Xxx., XX, XX 00000
With copy to: Xxxx Xxxxxx, 00000 X. 00xx Xxx., Xxxxx Xxxxx, XX 00000
8.5 Amendment. This Agreement may be amended at any time prior to
Closing by written instrument executed by the parties hereto.
8.6 Entire Agreement. This Agreement contains the entire understanding
of the parties hereto relating to the subject matter herein.
8.7 Waiver. Any default, misrepresentation or breach of any covenant
or warranty by a party in connection with this Agreement may be waived in
writing by the other party. No such waiver will be deemed to extend to any
prior or subsequent default, misrepresentation or breach of any covenant or
warranty, or affect any rights arising by virtue of any prior or subsequent
default, misrepresentation or breach of any covenant or warranty.
8.8 Governing Law. This Agreement will be construed in accordance
with, and governed by, the law of the state of Nevada applicable to
agreements made and to be performed wholly within this jurisdiction. Venue
will be Xxxxx County.
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8.9 Legal Fees. If any legal action or other proceeding is brought
for the enforcement of any covenant, representation, warranty, or otherwise,
under the terms of this agreement, the successful or prevailing party will
be entitled to recover reasonable legal fees and costs from the losing
party, in addition to any other relief to which they may be entitled.
8.10 Assignor's Disclaimer. Assignor makes no warranty, express or
implied, as to the commercial feasibility or success of the technologies
associated with the Patent License Agreement.
8.11 Legal Representation. Assignee has been represented by Xxxxxxx
X. Xxxxxx, Attorney at Law. Xx. Xxxxxx'x monetary legal fees have been
paid by Xxxx Xxxxx, an affiliate of the Assignor. In accordance with the
Rules of Professional Responsibility, Xx. Xxxxxx has disclosed to the
parties the professional rules applicable to third parties paying legal
fees on behalf of another. The parties have consented, after the opportunity
to consult their independent legal counsel. Xx. Xxxxxx has not represented
the Assignor in connection with this transaction. Xx. Xxxxxx has notified
the parties of the fact that this Agreement is to be governed by the State
of Nevada and that he is not a member of the Bar of the State of Nevada.
This Agreement has been drafted on the assumption that the internal laws of
the State of Nevada are identical to those of the States of Washington and
Idaho where Xx. Xxxxxx is licensed to practice law.
STOCK WATCH MAN, INC. GLOBAL ATOMICS, INC.
------------------------------------ -------------------------------
By: Xxxxx Xxxxx By:
Title: President Title: President
------------------------------------ -------------------------------
By: Xxxxx Xxxxx By:
Title: Secretary Title: Secretary
GLOBAL ATOMICS LICENSING, LTD.
-------------------------------
By: X. X. Xxxx
Title: Secretary
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Exhibit "A"
Patent License Agreement between Global Atomics Licensing, Ltd., a British
Virgin Islands corporation and Global Atomics, Inc., a Wyoming corporation
dated 13 July 2001.
Exhibit "B"
Restrictive Legend on Shares
THESE SHARES HAVE NOT BEEN REGISTERED FOR PUBLIC SALE WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY OTHER STATE SECURITIES LAWS. THE SALE, PLEDGE OR OTHER
DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
SALE OR OTHER DISPOSITION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACTS
Exhibit "C"
Consent of Licensor Global Atomics Licensing, Ltd.
Exhibit "D"
Patent License Agreement Assignment Instrument
A-1
ASSIGNMENT OF LICENSE AGREEMENT
This Agreement is made this 8th day of August, 2001, between, Global
Atomics, Inc., a Wyoming corporation (herein, "Assignor"), and Stock Watch
Man, Inc., a Nevada corporation, (herein, "Assignee").
Background:
A. On 18 July 2001, Global Atomics, Inc. entered into a Patent
License Agreement with Global Atomics Licensing, Ltd., a
British Virgin Islands corporation.
B. Xxxx X. Xxxxx granted Global Atomics Licensing, Ltd., a
British Virgin Islands corporation an exclusive worldwide
license to make, use, exercise and vend the invention in all
forms and in all fields of application. (See Patent License
Agreement attached as Exhibit "A")
Agreement:
.1 Assignment. In consideration of the sum of $87,000 and other
good and valuable consideration paid by the Assignee to the
Assignor, the receipt of which is hereby acknowledged, the
Assignor does hereby sell, assign and transfer to the Assignee
all of the Assignor's right, title and interest in and to the
License. The Assignee will enjoy rights and privileges under
the Agreement as fully and entirely as the same would have been
enjoyed by the assignor if this assignment had not been made.
.2 Covenants of Assignor. The Assignor hereby covenants with the
Assignee that the License is valid and subsisting and that all
royalties required to be paid and all covenants, agreements and
conditions therein contained and on the Assignor's part to be
observed and performed up to and including the date hereof.
The licensee has not assigned or sub-licensed its license to
any party.
.3 Covenants of Assignee. The Assignee covenants with the Assignor
that it will henceforth pay all the royalties required by and
will observe and perform all the covenants, agreements and
conditions on the Assignor's part contained in the License
Agreement and that it will indemnify and defend the Assignor
from and against all actions, proceedings, claims and demands
in respect to the royalties, covenants, agreements and
conditions respectively.
In Witness Whereof, the parties have executed this Agreement effective
on the date indicated.
Assignor: Assignee:
------------------------------ ----------------------------
By: Xxxx Xxxxx By: Xxxxx Xxxxx
Title: President Title: President
A-2
Schedule I
Business Agreements Relevant to the Patent Licensing Agreement
Schedule II
Intellectual Property "Prior Violations"
Schedule III
Financial Statements of Stock Watch Man, Inc. Form 10-QSB June 30, 2001
Schedule IV
Permitted Exceptions to Patent License Agreement
Schedule V
Licenses and Authorizations
A-3
