LICENSING / PURCHASE AGREEMENT
Dated as of January 31, 2005
Among
THE CHELSEA COLLECTION
and
GATEWAY DISTRIBUTORS LTD
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THIS AGREEMENT ("Agreement"), dated as of January 27 2005 , is by and among
Gateway Distributors Ltd, a Nevada Corporation ("Gateway") and The Chelsea
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Collection Inc, a Nevada corporation ("Chelsea")
RECITALS
A. "Chelsea" has the right to purchase all of the rights, trademarks, and
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formulas of all the GH-3 products exclusively upon satisfactory completion of
all obligations owed to Xxxxxxxx Xxxxxxx in agreement dated November 25, 2003.
B. The parties hereto wish to provide for the terms and conditions upon
which the "Gateway" will acquire the licensing rights to the GH-3. This will
allow "Gateway" to solicit investors and licensees.
C. The parties hereto wish to make certain representations, warranties,
covenants and agreements in connection with the licensing agreement, also to
prescribe various conditions to such transaction.
AGREEMENT
Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:
ARTICLE 1
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LICENSING AGREEMENT
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1. Licensing . Upon satisfaction of all conditions to the obligations of
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the parties contained herein to Xxxxxxxx Xxxxxxx as set forth in the Agreement
dated Nov. 25, 2003, (other than such conditions as shall have been waived in
accordance with the terms hereof), "Chelsea" shall give the licensing rights to
Gateway Distributors Ltd for the G-H-3 Therapy. "Gateway will promote and seek
investors and licensees for the G-H-3 for "Chelsea."
a. Licensing rights of the GH-3 by Chelsea included shall be conveyed free
and clear of any mortgage, pledge, lien, security interest, encumbrance, claim,
easement, right-of-way, tenancy, covenant, encroachment, restriction or change
of any kind or nature. (Whether or not of record) This will only be the case
once the obligations to Xxxxxxxx Xxxxxxx set forth in the Agreement dated
November 25, 2003 have been totally satisfied.
2. Purchase Price. "Chelsea" shall compensate "Gateway" 15% of all revenues
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generated related to the G-H-3 Therapy and products as a finders fee.
a. Inventory Stream. Inventory will be the responsibility of the Licensee
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and/or clinic. The products will be purchased direct from the manufacturer
designated by Xxxxxxxx Xxxxxxx. No changes in production, formulation,
marketing material, manufacturers etc. can only be made by written approval
of Xxxxxxxx Xxxxxxx.
b. Revenue Payment. "Chelsea" will pay 15% of all revenues generated by
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"Gateway" related to the GH 3 Therapy and its products minus cost of goods
according to GAP rules.
c. Xxxxxxxx Xxxxxxx will receive ten million shares of Preferred Class B
stock to be issued upon signing of this agreement. Certificates will be
issued and forwarded to Xxxxxxxx Xxxxxxx as soon as possible, however no
later than February 5, 2005.
d. This agreement will not in any way jeopardize any terms of the Agreement
dated November 25, 2003 between Xxxxxxxx Xxxxxxx and The Chelsea
Collection.
e. In the event Chelsea sells its rights to the GH 3 Therapy or the GH-3
PLUS products, to any other entity, Xxxxxxxx Xxxxxxx, Xxxx Xxxxxx and Xxx Xxxxxx
shall each receive one-third of the total proceeds of said sale, whether the
proceeds are received in cash or in the stock of an acquiring Chelsea. In the
event Gateway sells substantially all of the stock in, or assets of, Gateway
Corporation, Chelsea must approve of the Buyer of this agreement and Buyer must
agree to all conditions within this agreement and continue the 15% payment on
sale of Jeunesse products to The Chelsea Collection.
f. This contract is unassignable without the debt owed to Xxxxxxxx Xxxxxxx
being satisfied without the written approval of Xxxxxxxx Xxxxxxx.
g. All third party licensing via Gateway must go through "Chelsea".
3. Corporate Organization. The "Gateway" is validly existing and in good
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standing under the laws of the state of Nevada.
4. Authorization. The "Chelsea" has full corporate power and authority to enter
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into this Agreement and the "Chelsea" Delivered Documents and to carry out the
transactions contemplated herein and therein.
6. Intellectual Property Rights. The "Chelsea" has the right to purchase under
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the Nov. 25, 2003 Agreement, the industrial and intellectual property rights,
including without limitation the patents, patent applications, patent rights,
trademarks, trademark applications, trade names, service marks, service xxxx
applications, copyrights, computer programs and other computer software,
inventions, know-how, trade secrets, technology, proprietary processes and
formulae (collectively, "Intellectual Property Rights"). To the knowledge of the
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"Chelsea" the use of all Intellectual Property Rights necessary or required for
the conduct of the businesses of the "Chelsea" as presently conducted and as
proposed to be conducted does not and, to the knowledge of the "Chelsea", will
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not infringe or violate or allegedly infringe or violate the intellectual
property rights of any person or entity. The "Chelsea" does not own or use any
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Intellectual Property Rights pursuant to any written license agreement, except
for the Nov. 25, 2003 Agreement with Xxxxxxxx Xxxxxxx, and has not granted any
person or
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entity any rights, pursuant to written license agreement or otherwise, to use
the Intellectual Property Rights.
8. This Agreement is a licensing agreement and excludes any rights to the
purchase of GH 3 Therapy and affiliated products. Purchase of the GH 3 Therapy
must be negotiated separately with the "Chelsea". This does not effect the
licensing agreement with The Chelsea Collection and Gateway as it relates to the
Jeunesse skin care.
9. Confidentiality. Each of the parties hereto agrees that it will not use, or
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permit the use of, any of the information relating to any other party hereto
furnished to it in connection with the transactions contemplated herein
("Information") in a manner or for a purpose detrimental to such other party or
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otherwise than in connection with the transaction, and that they will not
disclose, divulge, provide or make accessible, or permit the Disclosure of
(collectively, "Disclose" or "Disclosure" as the case may be), any of the
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Information to any person or entity, other than their responsible directors,
officers, employees, investment advisors, accountants, counsel and other
authorized representatives and agents, except as may be required by judicial or
administrative process or, in the opinion of such party's regular counsel, by
other requirements of Law; provided, however, that prior to any Disclosure of
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any Information permitted hereunder, the disclosing party shall first obtain the
recipients' undertaking to comply with the provisions of this subsection with
respect to such information. The term "Information" as used herein shall not
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include any information relating to a party which the party disclosing such
information can show: (i) to have been in its possession prior to its receipt
from another party hereto; (ii) to be now or to later become generally available
to the public through no fault of the disclosing party; (iii) to have been
available to the public at the time of its receipt by the disclosing party; (iv)
to have been received separately by the disclosing party in an unrestricted
manner from a person entitled to disclose such information; or (v) to have been
developed independently by the disclosing party without regard to any
information received in connection with this transaction. Each party hereto also
agrees to promptly return to the party from who originally received all original
and duplicate copies of written materials containing Information should the
transactions contemplated herein not occur. A party hereto shall be deemed to
have satisfied its obligations to hold the Information confidential if it
exercises the same care as it takes with respect to its own similar information.
10. Governing Law. This Agreement and the legal relations among the parties
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hereto shall be governed by and construed in accordance with the internal
substantive laws of the State of Nevada (without regard to the laws of conflict
that might otherwise apply) as to all matters, including without limitation
matters of validity, construction, effect, performance and remedies.
11. Arbitration. Any controversy or claim arising out of or relating to this
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Agreement, or the making, performance or interpretation thereof, including
without limitation alleged fraudulent inducement thereof, shall be settled by
binding arbitration in Las Vegas, Nevada by a panel of three arbitrators in
accordance with the Commercial Arbitration
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Rules of the American Arbitration Association. Judgment upon any arbitration
award may be entered in any court having jurisdiction thereof and the parties
consent to the jurisdiction of the courts of the State, of Nevada for this
purpose.
12. Default. If Gateway fails to issue the stock to Xxxxxxxx Xxxxxxx, he will
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exercise the right as President of "Chelsea" to withdraw the licensing
agreement. Xxxxxxxx Xxxxxxx can cancel this agreement in writing with a thirty
day notice.
13. If there is a breach of the contract between The Chelsea Collection, Inc.
and Gateway Distributors, Ltd that results in litigation, the prevailing party
shall be entitled to attorney's fees and costs in the arbitration process. This
will also include Xxxxxxxx Xxxxxxx, Xxxx Xxxxxx, and Xxxxxxx Xxxxxx as
individuals.
14. The Chelsea Collection has the right to inspect and photo copy all
accounting functions to verify the sales of the GH 3 Therapy.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written. This agreement will
supercede all previous agreements both written and verbal.
"GATEWAY" "CHELSEA"
GATEWAY DISTRIBUTORS LTD THE CHELSEA COLLECTION, INC.
By_________________________________ By_________________________________
Xxxx Xxxxxx Xxxxxxxx Xxxxxxx
President / CEO President / CEO
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