ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, made as of June 5, 2003, by and between Advanced
Plant Pharmaceuticals, Inc., a Delaware Corporation, with principal offices at
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the
"Seller") and Mazal Plant Pharmaceutical, a Deleware Corporation, with
principal offices at ________________ (hereinafter referred to as the
"Purchaser").
WITNESSETH:
WHEREAS, the Purchaser is engaged in the business of developing, testing,
manufacturing and selling plant based pharmaceuticals, and is desirous of
purchasing assets which pertains to the Business of the Purchaser:
WHEREAS, the Seller has developed a plant based composition designed to treat
elevated cholesterol ("Lochol") and a plant based composition designed to treat
leukemia ("Leuknil") and. a plant based composition designed to treat
Alzheimer's disease (hereinafter referred as "three pharmaceuticals") . The
seller has also developed a method for producing said plant compositions into a
drug form
WHEREAS, the Purchaser is desirous of manufacturing, distributing and selling
the above THREE PHARMACEUTICALS in any country where it is approved for sale by
the respective governmental drug and other regulatory agencies;
NOW, THEREFORE, in consideration of the covenants and agreements hereafter set
forth, and other valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSET
1.1 Purchase and Sale. Subject to the provisions of this Agreement, the Seller
shall sell, convey, transfer, assign and deliver to Purchaser, by appropriate
instruments in form satisfactory to Purchaser, and Purchaser shall purchase and
accept, for the consideration hereinafter provided, above THREE PHARMACEUTICALS
and the appurtenant property rights of the Seller described herein,
specifically including, but without Limitation, the following:
(a) all rights owned, held or enjoyed by the Seller relating to or
connected with developing, manufacturing and distributing above THREE
PHARMACEUTICALS including, but not be limited to, the complete underlying
dossier and supporting documentation, studies and tests, formulations,
manufacturing processes, drug delivery methodologies and technical processes;
(b) all patents. Food and Drug Administration ("FDA") and other United
States and foreign governmental drug safety and efficacy approvals, approvals
or licenses of any kind relating to above THREE PHARMACEUTICALS, trademarks
(either registered or at common), service marks (either registered or at
common) trade names, service names, labels and copyrights, and all
registrations and applications worldwide related to above THREE
PHARMACEUTICALS, and all technical processes, compilations, formulations,
formulas, recipes and/or other such information related to or connected with
the development, testing, manufacturing, packaging or repackaging or selling of
above THREE PHARMACEUTICALS which is owned by the Seller (collectively
hereinafter referred to as "Intellectual Property Rights");
(c) copies of all books and records of the Seller relating to studies, trade
secrets, technical information, development, manufacture, distribution and
goodwill, if any, of above THREE PHARMACEUTICALS; (d)the exclusive rights to the
manufacturing process used to make the above THREE PHARMACEUTICALS for the use
of manufacturing any other pharmaceutical compounds or compositions excluding
the rights to manufacture any pharmaceuticals that were previously given to any
other company and excluding the rights to manufacture nutritional products that
are not pharmaceuticals ; and
(e) any and all other property rights of the Seller, of any kind, character and
description, whether tangible or intangible, which are appurtenant to the
ownership of ABOVE THREE PHARMACEUTICALS.
1.2 Purchase Price.
(a) The aggregate purchase price ("Purchase Price") of ABOVE THREE
PHARMACEUTICALS shall be seven million (7,000,000) shares of common stock of
Mazal Plant Pharmaceutical, Inc., $.__ par value ("MPP shares"). The Purchase
Price shall be paid as follows: (1) simultaneously with the execution of this
Agreement, the Purchaser shall issue to Seller seven million (7,000,000) MPP
shares; and (2) the Purchaser agrees to pay to the Seller a royalty of two cents
($0.02) for each and every Months supply of ABOVE THREE PHARMACEUTICALS that the
Purchaser sells for the use of the Sellers processing and manufacturing
technology ("Royalty Payments"). The Purchaser shall pay all Royalty payments to
the Seller on a quarterly basis.
ARTICLE 2
CLOSINGS
2.1 There has been or shall be delivered, as the case may be, to Purchaser:
(i) Certificates of Title to ABOVE THREE PHARMACEUTICALS
(ii) An Assignment to Purchaser of ownership of any patents, trademarks, service
marks, trade names, service names, labels and copyrights and all registrations
and applications worldwide for ABOVE THREE PHARMACEUTICALS;
(iii) All applicable assignments, material consents and other conveyance
documents, including a Xxxx of Sale and General Assignment Agreement each in
form substantially similar to that attached hereto as Exhibits A and B with
respect to ABOVE THREE PHARMACEUTICALS;
(iv) Express written consents and approvals to the transfer to Purchaser the
rights to
ABOVE THREE PHARMACEUTICALS as contemplated hereby by all applicable
governmental drug and other regulatory agencies worldwide, and all other
consents or approvals required to effectuate the transaction contemplated
hereby, in form reasonably satisfactory to Purchaser's counsel: and To have and
to hold the same unto Assignee and its assigns forever.
The Asset Purchase Agreement and all of the terms, conditions, representations,
warranties and covenants therein and the schedules and exhibits thereto, are
incorporated into this General Assignment by reference as if same were set forth
herein.
Any provision of this assignment which may be unenforceable or invalid under any
law shall be ineffective to the extent of such unenforceability or invalidity
without affecting the enforceability or validity of any other provision hereof.
IN WITNESS WHEREOF, Seller has caused these presents to be signed in his name on
this 16th day of November, 2004
Advanced Plant Pharmaceuticals, Inc. Mazal Plant Pharmaceuticals
Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx
President President
