PURCHASE AGREEMENT
This AGREEMENT (the Agreement) is entered into as of the 15th day of July 1998
by and among, Millenia Hope Inc., incorporated under the laws of the State of
Delaware, United States of America and domiciled at 000 Xxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxxxxx, XXX ("Millenia" or "Purchaser") and Xxxxxxxx Xxxxxxxx Xxxxx
and Xxxxxx Xxxxx unincorporated individuals domiciled in Rome Italy (`Xxxxx and
Rossi" or "Seller".
Whereas Xxxxx and Xxxxx have done extensive research on the malarial virus
pursuant to their patenting an anti-malarial drug.
Whereas Millenia is desirous to purchase the research data in its entirety
including but not exclusive of intellectual rights, applications and their
derivatives, priority rights, rights of commerce etc.
Now therefore, in consideration of the covenants and agreements herein
contained, the parties agree as follows:
1. That Xxxxx and Rossi has agreed to sell all of the above research data and
any other rights, commercial or non-commercial, to Milenia for $300,000 US.
This price will include all research and development costs, legal fees, or
other professional fees etc. It is agreed by both parties that the above
list is not exclusionary and that the payment of $3000,000 is full and
final payment for all rights to use the research data in any manner that
Millenia chooses. 2. Seller hereby absolutely and unconditionally
represents and warrants that there are no debts, liens or charges attached
to their research whether via lien or accounts payable and that they will
personally indemnify the corporation should such debts arise. That seller
is the sole owner of the property being sold.
3. That Xxxxx and Xxxxx has designated Pierre and Finance of Geneva,
Switzerland to be their escrow agent in this transaction.
4. That pursuant to the signing of this contract Xxxxx and Rossi will transfer
all rights as indicated above to Millenia subject to the full payment price
being received by their fiduciary agent as outlined below.
5. That, as integral part of this agreement Xxxxx and Xxxxx agree not to
attempt to duplicate, copy, or replicate or through any means recreate the
reseach data or other similar in usage or one that serves a like purpose
except at the specific behest of Millenia for a period of 15 years from the
date of signing of this agreement.
6. That it is agreed that Xxxxx and Rossi will receive $44,400 US for 6 years
and a final 7th year payments of $33,600 US and that the outstanding
balance shall bear no interest.
7. This Agreement contains the entire understanding of the parties hereto with
respect to the subject matter 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 a 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 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 deemed to have been 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.
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
Xxxxxxxx Xxxxxxxx Xxxxx
By:______________________________
Name: Xxxxxxxx Xxxxxxxx Xxxxx
Xxxxxx Xxxxx
By:______________________________
Name: Xxxxxx Xxxxx
