AGREEMENT
Exhibit 10.1
THIS AGREEMENT, executed in quintuplicate, is by and among Xxxxx X. Xxxx, residing in Owings Mills, Maryland (hereinafter “Khan”), Xxxxxxxxxxxx Xxxxxx, residing in Owings Mills, Maryland (hereinafter “Xxxxxx”), Xxxxxx Xxxxxxx, residing in Baltimore, Maryland (hereinafter “Xxxxxxx”), Xxxxxxx Xxxxxx, residing in Baltimore, Maryland (hereinafter “Xxxxxx”) and Champions Biotechnology, Inc., a Delaware corporation, located at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000-000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter “Champions”);
WHEREAS, Khan, Hallur, Xxxxxxx and Xxxxxx represent and warrant that they are the owners of the entire and unencumbered right, title and interest in and to the following patent applications: U.S. application no. 60/672,469, filed April 18, 2005; U.S. application no. 60/696,672, filed July 5, 2005; U.S. application no. 60/720,755, filed September 27, 2005; U.S. application no. 11/673,519, filed February 9, 2007; and PCT application no. PCT/US2006/014449, filed April 18, 2006 (hereinafter “the Applications”);
WHEREAS, Khan, Hallur, Xxxxxxx and Xxxxxx represent and warrant that they are the inventors of the inventions disclosed in the Applications and that no one else is an inventor;
WHEREAS, Khan, Hallur, Xxxxxxx and Xxxxxx desire to assign to Champions the entire right, title and interest in and to the Applications, all inventions described therein, any other applications on such invention(s) in the U.S. and in foreign countries, and all patents issuing from the Applications, and Champions desires to acquire same; and
Khan, Hallur, Xxxxxxx and Xxxxxx and Champions represent and warrant that they have not entered into any agreements inconsistent with this Agreement;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the parties agree as follows:
1. Khan, Hallur, Xxxxxxx and Xxxxxx assign, convey and set over unto Champions, its successors and assigns, the entire right, title and interest in and to the Applications and all inventions described therein in the U.S. and in foreign countries.
2. Khan, Hallur, Xxxxxxx and Xxxxxx shall execute all such papers as may be necessary or proper for the filing and prosecution of such applications for patent, both United States and foreign, as Champions may desire with respect to the invention(s) disclosed in the Applications, and all such papers as may be necessary for assigning to Champions their interest in and to the Applications, corresponding applications in the U.S. and foreign countries and patents issuing therefrom. All actions required of Khan, Hallur, Xxxxxxx and Xxxxxx in this paragraph shall be at no cost to them.
3. Promptly after the Agreement is entered into, Khan, Hallur, Xxxxxxx and Xxxxxx shall receive restricted common shares in Champions as follows: Khan 112,500 shares; Xxxxxx 62,500 shares; Xxxxxxx 62,500 shares; Xxxxxx 62,500 shares.
4. When and if a patent issues from U.S. application no. 11/673,519, or a continuation thereof, Khan, Hallur, Xxxxxxx and Xxxxxx shall receive additional restricted common shares in Champions as follows: Khan 62,500 shares; Xxxxxx 62,500 shares; Xxxxxxx 62,500 shares; Xxxxxx 62,500 shares.
5. The cost of obtaining and maintaining patent applications and patents under this Agreement shall be borne by Champions.
6. This Agreement is binding upon and shall inure to the benefit of the successors and assigns of Champions, and to the heirs, legal representatives and successors of Khan, Hallur, Xxxxxxx and Xxxxxx.
7. Should any portion or provision of this agreement be declared invalid or unenforceable in any jurisdiction, then such portion or provision shall be deemed to be severable from this Agreement as to such jurisdiction (but to the extent permitted by law not elsewhere) and shall not affect the remainder hereof.
8. This Agreement may be amended, altered, or modified only in writing, specifying such amendment, alternation or modification, executed by both parties.
9. This Agreement constitutes the entire Agreement between the parties hereof with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous negotiations, understandings or agreements of the parties, whether written or oral with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.
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Dated: |
February 14, 2007 |
/S/ Xxxxx X. Xxxx |
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Xxxxx X. Xxxx |
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Dated: |
February 14, 2007 |
/S/ Xxxxxxxxxxxx Xxxxxx |
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Xxxxxxxxxxxx Xxxxxx |
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Dated: |
February 14, 2007 |
/S/ Xxxxxx Xxxxxxx |
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Xxxxxx Xxxxxxx |
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Dated: |
February 14, 2007 |
/S/ Xxxxxxx Xxxxxx |
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Xxxxxxx Xxxxxx |
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Champions Biotechnology, Inc. |
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Dated: |
February 14, 2007 |
/S/Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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CEO and President |
