PATENT PURCHASE AGREEMENT
Exhibit 10.1
This
Patent Purchase Agreement (hereinafter referred to as 'Agreement") is made
effective May 15, 2007 (the "Effective Date"), by and between SYNORx, Inc (the
`HOLDER") and ImmunoBiotics, Inc. (the "ASSIGNEE").
Recitals
WHEREAS,
Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxxxxxx are the inventors of the following
Intellectual Property, being all of the rights, title and interest in and to
the
US Patent No. 6,774,142 (the "PATENT"), filed on September 6, 2002, for
Inhibition by 3-doxyflavonoids of T-lymphocyte Activation and Therapies Related
Thereto; and
WHEREAS,
the INVENTORS transferred all rights, title and interest in the PATENT
(the
"Patent") to the HOLDER on October 30, 2002, and;
WHEREAS
the HOLDER is desirous of transferring ownership (assigning) of the PATENT
to
the ASSIGNEE and the ASSIGNEE is desirous of accepting ownership (assignment)
of
the PATENT in exchange for the issuance by the ASSIGNEE of 8,794,042 shares
of
the ASSIGNEE's common stock.
NOW
THEREFORE, in consideration of the term and covenants contained herein the
PARTIES hereto agree as follows:
ARTICLE
1: ASSIGNMENT
The
HOLDER hereby grants to ASSIGNEE an Assignment of the
PATENT. HOLDER agrees to record transfer of ownership of the PATENT at the
United States Patent and Trademark Office by assignment to ASSIGNEE in a timely
manner.
ARTICLE
2: CONSIDERATION
In
consideration of the assignment of the PATENT to ASSIGNEE, ASSIGNEE shall pay
to
the shareholders of the HOLDER 8,794,042 shares of ASSIGNEE. The parties
understand that shares issued by ASSIGNEE in connection with the transaction
contemplated herein shall be restricted in accordance with Rule 144 of the
Securities Act as promulgated under the rules of the United States Securities
and Exchange Commission.
ARTICLE 3: WARRANTIES AND REPRESENTATIONS
OF
THE HOLDER represents and warrants that:
1.
It is
legally entitled to enter into this transaction
2.
The
patent is free and clear of any liabilities
3.
No
assignments or licenses are outstanding, EXCEPT for those of HOLDER,
which will terminate upon signature of the Agreement
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1
ARTICLE
4: WARRANTIES
AND REPRESENTATIONS OF THE ASSIGNEE
ASSIGNEE
represents and warrants that:
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1.
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The
shares issued by it to the shareholders of the HOLDER have been duly
authorized and when issued, the shareholders of the Holder will acquire
good and valid title to the shares free and clear of any
liabilities
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IN TESTIMONY
WHEREOF, HOLDER sets its hand and seals this 30th day of August,
2007.
SYNORx,
Inc.
By:
/s/ Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx, President
IN
TESTMONY WHEREOF, ASSIGNEE sets its hand and seals 30th day of August,
2007.
ImmunoBiotics,
Inc.
By:
/s/Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx, President
State
of
California )
)
ss.:
County
of
Orange )
On
this
30th day o August, 2007, before me, XXXX X. XXXXX, NOTARY
PUBLIC,a Notary Public in and for the State and County aforesaid, personally
appeared XXXXXX X. XXXXX, proved
to
me on the basis of satisfactory evidence, to bethe person(s) whose name(s)
is
subscribed to the within instrument and acknowledged to me that he executed
the
same in his authorized capacity(ies), and that by his Signature on the
instrument the person(s), or the entity upon the behalf of which the person(s)
acted, executed the instrument and acknowledged the same to be his free act
and
deed.
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[SEAL]
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XXXX
X. XXXXX
COMM….1702884
NOTARY
PUBLIC-CALIFORNIA
ORANGE
COUNTY
My
term exp. November 4, 2010
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/s/Xxxx
Xxxxx
Notary
Public
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