EXHIBIT 10.9
CONSENT TO ASSIGNMENT
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KNOW ALL MEN BY THESE PRESENTS AND TO HYPERSTEALTH BIOTECHNOLOGY INC. AND TO
HYPERSTEALTH BIOTECHNOLOGY CORPORATION
THAT, ▇▇▇▇▇▇ ▇▇▇▇▇▇, S.O. (▇▇▇) Tjelta, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ (the
"Licensors") do hereby consent to the assignment of the License Agreement (the
"Agreement") entered into between the Licensors and Hyperstealth Biotechnology
Inc. dated March 18, 1999 to Hyperstealth Biotechnology Corporation.
The Licensors represent and acknowledge, upon which the parties may rely, the
following:
1. The Agreement is in good standing and in force and effect;
2. That no royalty payments as directed under Article 3 of the Agreement have
been paid to the Licensors as there has been no marketing, sales, distribution,
production, franchise, sub-licensing or operations or any other source of
revenue related to the Hyperstealth Technology as defined in the Agreement;
3. That the option to purchase the Licensors' rights, title and interest in
and to the Hyperstealth Technology has not been triggered at this time according
to the terms under Article 8 in the Agreement; and
4. That the Licensors, upon receipt of notice that Hyperstealth Biotechnology
Inc. has effected the assignment of the Agreement to Hyperstealth Biotechnology
Corporation, will accept and treat Hyperstealth Biotechnology Corporation as a
signatory to the Agreement, in the place and stead of Hyperstealth Biotechnology
Inc., and will perform the Agreement in accordance with the terms thereof for
the benefit of Hyperstealth Biotechnology Corporation. At the request of
Hyperstealth Biotechnology Corporation, the Licensors will issue and execute a
replacement agreement on the like terms of the Agreement but with Hyperstealth
Biotechnology Corporation as the contracting party; and
IN WITNESS WHEREOF, the Licensors have executed effective the 28th day of
November, 2000.
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ S.O. (▇▇▇) Tjelta
ASSIGNMENT OF LICENSE AGREEMENT
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FOR AND IN CONSIDERATION of the payment of ten dollars ($10 USD) to Hyperstealth
Biotechnology Inc ("HBI") an other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, HBI, whose address for notice
and delivery is Suite 330, ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and
being the Licensee under a License Agreement entered into between ▇▇▇▇▇▇ ▇▇▇▇▇▇,
S.O. (▇▇▇) Tjelta, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ (the "Licensors") and HBI dated
March 18, 1999, (the "Agreement"), does hereby transfer and assign all of its
rights, title and interest in and to the Agreement to Hyperstealth Biotechnology
Corporation ("HBC"), whose address is ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
IN WITNESS WHEREOF, Hyperstealth Biotechnology Inc. has executed effective the
28/th/ day of November, 2000.
HYPERSTEALTH BIOTECHNOLOGY INC.
/s/ ▇▇▇ ▇▇▇▇▇▇
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Per: Authorized Signatory
/s/▇▇▇ ▇▇▇▇▇▇
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Signed: Agent for the Shareholders:
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