LICENSING AGREEMENT
This AGREEMENT (The agreement) is entered into as of the 9th day of January 1998
by and among:
Millenia Hope Inc. Incorporated under the laws of the state of Delaware, Unites
States of America and domiciled at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, XXX
("Millenia Delaware" or Licensor) and L'Espoir du Millenaire Inc. incorporated
under the laws of the Province of Quebec, Canada domiciled at 0000 Xxxxxxxx,
Xxxxxxxx, Xxxxxx, X0X 0X0, ("L'Espoir" or Licensee)
Whereas Millenia-Delaware has agreed to mandate L'Espoir to be a Marketer /
Distributor for "MALAREX" the trade name for the patented anti-malarial drug
owned by Millenia-Delaware.
Now therefore, in consideration of the covenants and agreements herein
contained, the parties agree as follows:
1. That L'Espoir agreed that Millenia-Delaware itself has the right to
market MALAREX" on its own, without any exception other than it
must disclose to l Espoir if it hires any other
Marketer/Distributor.
2. That Millenia-Delaware also agrees that the right of Distribution also
includes the right of "transformation", and that said "transformation"
shall take place solely in the province of Quebec, Canada.
3. That L'Espoir agrees that the proprietary rights of "MALAREX" belong
solely to Millenia-Delaware and that it will not attempt to duplicate,
Copy, replicate, or through any sort of chemical or biological
means recreate a product similar in usage or one that serves a like
purpose to "MALAREX" from the inception of this contract to a period
of five years from the end of this contract or 5 years after the
end of any option exercised pursuant to this contract.
4. That L'Espoir agrees to buy "MALAREX" or any other anti-malarial
drug or agent solely from Millenia-Delaware and that the price to
be paid for "MALAREX" will be solely and totally at the discretion
of Millenia-Delaware but that Millenia-Delaware will take into
account the world market price for "MALAREX" when setting the
price it charges L'Espoir.
5. That L'Espoir pledges to make its best possible effort in
marketing "MALAREX" to as wide a clientele as possible in keeping
with Millenia-Delaware's corporate creed.
6. That the agreed upon fee to be paid by L'Espoir to
Millenia-Delaware shall be $30,000 US for 1999 and $30,000 US for
years 2000-2003 inclusive. That at the end of 2003 L'Espoir shall
have the option to renew this agreement for $50,000 US a year
commencing 2004 provided that it has sols a minimum average of
$5,000,000 US per year for the years 2001-2003.
7. This Agreement contains the entire understanding of the parties
hereto with respect to the subject matter herein contained and no
amendment or modification of this Agreement shall be valid unless
expressed in a written instrument executed by the parties hereto
or their respective successors. This Agreement supersedes all
prior written or verbal agreements or understandings between
Seller and Purchaser.
8. No waiver of any provision of, or any breach or default of this
Agreement, shall be considered valid unless in writing and signed
by the party giving such waiver, and no waiver shall be deemed a
waiver of any other provision or any subsequent breach or default
of similar nature.
9. The validity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, and
this Agreement shall be constructed in all respects as if such
invalid or unenforceable provisions were omitted.
10. Each party to this Agreement will, at the request of the other,
execute and deliver to such other party all further endorsements
and documents and documents as such other party or shall
reasonably request in order to consummate and perfect the
transactions contemplated by this Agreement.
11. This Agreement may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement binding on all
parties hereto.
12. Any notice of other communication permitted or required to be
given hereunder shall be writing and shall be given upon (i)
mailing by first class registered mail or certified mail, return
receipt requested and postage prepaid, (ii) personal delivery,
(iii) delivery by Federal Express or other overnight courier or
(iv) delivery by telefax (with a copy sent by any one of the other
three methods specified above), in each case addressed to the
parties as set forth above.
That all parties have agreed to have this contract drawn up in the English
language . Que tous les parties ont agree de faire ce contrat en Anglais.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.
Millenia Hope Inc.
By:___________________________________
Name: Xxxxxxx Xxxxxx
Title : President
L Espoir du Millenaire Inc.
By:___________________________________
Name:Xxxxxx Xxxxxxxxxx
Title: President
LEASE
AGREEMENT OF LEASE
signed on December 27,1997
between
0000-0000 Xxxxxx inc
(the "Lessor")
and
Millenia Hope Inc.
(the "Lessee")
Table of contents
titles
PARTIES
Article 1 ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT
Article 2 LEASE AND DELIVERY OF LEASED PREMISES
Article 3 SERVICES FURNISHED TO THE LESSEE
Article 4 RENT
Article 5 USAGE OF A SECRETARY AND OFFICE EQUIPMENT
Article 6 USE AND MAINTENANCE OF LEASED PREMISES
Article 7 LEASEHOLD IMPROVEMENTS
Article 8 ACCESS BY LESSOR TO LEASED PREMISES
Article 9 DAMAGE AND DESTRUCTION
Article 10 EXPROPRIATION
Article 11 DAMAGES
Article 12 SIGNS AND ADVERTISING
Article 13 COMPLIANCE WITH LAWS AND INDEMNIFICATION
Article 14 SUBLET AND ASSIGNMENT
Article 15 ASSIGNMENT BY LESSOR
Article 16 DEFAULT AND RECOURSE
Article 17 NOTICE 22
Article 18 TERMINATION OF LEASE
Article 19 UNAVOIDABLE DELAY
Article 20 MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD PARTY
Article 21 MISCELLANEOUS
Article 22 REGULATIONS
Article 23 SPECIAL PROVISIONS/SCHEDULES
SCHEDULES
SCHEDULE "A" REGULATIONS
SCHEDULE "B" LESSEE'S RESOLUTION
