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AGREEMENT FOR THE ACQUISITION OF INTELLECTUAL PROPERTY RIGHTS
This Agreement dated November 20th, 1997, is entered into by and
between Harvard Scientific Corp, a Nevada corporation with its principal address
at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000 (hereafter
"Harvard"), and Bio-Sphere Technology, Inc., a Nevada corporation with its
principal address at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx 00X, Xxxx, Xxxxxx 00000
(hereafter "Bio-Sphere").
WITNESSETH
WHEREAS, Bio-Sphere is the owner of all rights, title and
interest in the intellectual property pertaining to Prostaglandin E-1
Lyophilized Liposomes for the use of treatment of Psoriasis, including, but not
limited to, any patents, patents pending or other proprietary ownership thereto.
Bio-Sphere hereto agrees to assign such said rights forthwith to Harvard.
WHEREAS, upon receipt of the rights, title, and interest in the
intellectual property described above, Harvard agrees to exchange 2,000,000
shares of common stock of Harvard (the "Harvard Stock") plus $150,000 cash to
Bio-Sphere.
NOW, THEREFORE, the parties hereto agree as follows:
1. Bio-Sphere acknowledges that the shares of Harvard Stock to be issued
it have not been registered under the Securities Act of 1933, as
amended (the "Act") and may not be sold or transferred by Bio-Sphere
accept in accordance with the provisions of the Act.
2. The parties agree that the value of the additional technology and
rights conveyed hereunder by Bio-Sphere (together with the other
undertakings made by Bio-Sphere) is equal to the fair market value of
the 2,000,000 shares of Harvard Stock being issued to Bio-Sphere
hereunder.
3. Harvard agrees with Bio-Sphere to use its best efforts to actively
and diligently further develop, including obtaining regulatory
clearance for, and promotion of, the commercial sale of the Product
in the U.S. and elsewhere.
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the day and year first set forth above.
HARVARD SCIENTIFIC CORP.
Dated ____________ BY: /S/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx, President & CEO
BIO-SPHERE TECHNOLOGY, INC.
Dated _____________ BY: /S/ Xxx Xxxxxxxx
------------------------------------
Xxx Xxxxxxxx, Vice President & Director
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