A E&E Pharma Corporation
Purchasing AGREEMENT for Products Formulas and ownership
THIS AGREEMENT is made and enters into effective on the date May 1th., 2004:
BETWEEN:
A E&E Pharma Corporation ( or its Nominee) a Company duly incorporated
under the laws of the State of Nevada, USA, and having its office situate
at: #2300 - 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0.
(hereinafter called the "Vendee")
OF THE FIRST PARTY
AND:
Julianna ( xxxxx) Lu, ( Xuejian) ( or its Nominee), having a office at: Le
Soleil Hotel, Suite 609 - 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(hereinafter called the " Vendor 1")
Yu, XiaoFei, (or its Nominee), having a office at: Dept. of Philosophy, XX Xxx
0000, Xxxxxxx 000000, XX Xxxxx
(hereinafter called the " Vendor 2")
( Vendor 1 and Vendor 2 together , hereinafter called the "Vendor")
Of THE SECOND PARTY
WHEREAS:
A. The Vendor is the legal and beneficial owner of " the 26 100% natural
medicinal products" and These products secrete formulas :1). KING OF THE HERBS
PRODUCTS LINE: 16 natural medicinal products and their formulas: VG-XXXX,
XX-QUENN, VG VITAL, VG-CARDIOVASCULAR, VG-IMMUNE, VG-BRAIN& MEMORY, VG-LIVER,
VG-LUNG, VG-ALLERGY,VG-EYE, VG-LONGEVITY, VG-ANTI-DIABETICS, VG-ANTI-TUMOR,
VG-ANTI-COLD, VG-PROSTATE, VG-WEIGHT CONTORL; and 2). 10 Enhanced Taoist Natural
herbal medicinal Products and their formulas: VG-SRP, VG-MP, VG-EPP, VG-PTI,
VG-FZB, VG-FKB, VG-LYZRW, VG-ZMGQW, VG-ZMHTW AND VG-LZFLG Together with the
proprietary information, secrete formulas, trade secrets, industrial knowledge
and know-how related to the products";
B. The Vendor desires to sale to the Vendee exclusively and 100% ownership of
the 26 defined Products Formulas and their intellectual property and the Vendee
desires to purchase the ownership of these defined 26 natural medicinal products
formulas and their intellectual property from the Vendor in the defined the
Vendee's territory, to use the aforesaid "The Purchased Products", and all Trade
Xxxx, and the proprietary information, secrete formulas, trade secrets,
industrial knowledge and know-how related thereto exclusively in the defined the
Vendee's territory;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for $1cdn and other valuable
consideration and in consideration of the premises, the mutual covenants and
agreement herein contained to be kept and performed by each of the parties
hereto, the parties hereto hereby agree as follows:
1. DEFINITIONS
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1.1 In this Agreement the following definitions shall apply:
a. "Closing Date" means the date when both parties agree and sign this
Agreement on May 1st, 2004.
b. "The effective period" of this Agreement is the date from the "Closing
Date" of this Agreement being signed by both parties.
c. "Derivative Works" means any derivative of "The Purchased Products",
including any modification, refinement, upgrade, improvement or
derivation made to the Products by either the Vendor or the Vendee;
d. "Intellectual Property Rights" means all rights arising under federal,
provincial, common or civil law with respect to the Purchased,
including, without limitation, all patents, copyrights, secrete
formulas, trade secrets, Trade-marks, proprietary information and
know-how;
e. "The Purchased Products" means the Products, the Proprietary
Information, Secrete Formulas and any Derivative Works;
f. "Vendee's Territory" means the geographical areas of worldwide
g. "The Products" means that " the 26 100% natural herbal medicinal
products" and Their Secrete Products Formulas of : 1). KING OF THE
HERBS PRODUCTS LINE: include: 16 natural medicinal products and their
formulas: VG-XXXX, XX-QUENN, VG VITAL, VG-CARDIOVASCULAR, VG-IMMUNE,
VG-BRAIN& MEMORY, VG-LIVER, VG-LUNG, VG-ALLERGY,VG-EYE, VG-LONGEVITY,
VG-ANTI-DIABETICS, VG-ANTI-TUMOR, VG-ANTI-COLD, VG-PROSTATE, VG-WEIGHT
CONTORL; and 2). 10 Enhanced Taoist Natural herbal medicinal Products
and their formulas: VG-SRP, VG-MP, VG-EPP, VG-PTI, VG-FZB, VG-FKB,
VG-LYZRW, VG-ZMGQW, VG-ZMHTW AND VG-LZFLG Together with the
proprietary information, secrete formulas, trade secrets, industrial
knowledge and know-how related to the products";
h. "Proprietary Information" means the proprietary information, secrete
formulas, trade secrets, industrial knowledge and know-how acquired and
developed during the invention, developing and refinement of " the
Purchased Products" and any information concerning a party or a party's
business whether or not a matter of public knowledge;
i. "Trade-marks/ Trade Names/Brand Names "means the Trade-marks/Trade
names/Brand Names registered directly or indirectly in the name of the
Vendee exclusively in the defined the Vendee's Territory.
j. "Utilize" means, when used in conjunction with the ownership of the
Purchased Products, the act of assigning, sublicensing, marketing, selling,
using, exploiting and otherwise utilizing such Purchased.
2. The PRODUCTS Formulas and Ownership Purchased by A E&E
2.1 A E&E's Ownerships purchased:
The Vendor hereby grants to the Vendee:
a. the exclusive ownership to utilize the Purchased Products and their secrete
formulas exclusively in the Vendee's Territory;
b. the exclusive ownership rights to register the Trade marks/Trade Names of the
Purchased Products under the name of the Vendee in the defined the Vendee's
Territory;
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c. the exclusive rights to use, replicate, copy, modify, adopt and manufacture
the Purchased Products for the purpose of developing Derivative Works;
d. the exclusive rights to use, replicate, copy, modify, adopt the Purchased for
the exclusive purpose of performing the Vendee's obligations under this
Agreement and only to the extent reasonably required to accomplish such purpose;
and
e. the exclusive rights to make copies of the Purchased Products for
demonstration use only and to distribute them at no charge, together with
end-user license in a form acceptable to the Vendee and the Vendor, and such
documentation as the Vendor and the Vendee agree upon, packaged in a form and
substance acceptable to the Vendor and the Vendee for the exclusive purposes of
demonstrating the Purchased Products by the Vendee in the Vendee's territory.
f. the exclusive rights to the Purchased Products Formulas to exclusively
manufacturing under the Vendee's Branding and Trade Marks in the defined the
Vendee's Territory
g. The Vendor agree that the Vendee will have the 1st refusal right option to
acquire any new products' Licensing or/and ownership Rights in the Vendee'
Territory which the Vendor has developed after this Agreement being signed by
both parties.
2.2 Transfer of The Purchased Products and The Proprietary Information
The Vendor shall provide the Vendee with copies of the Purchased Products and
Proprietary Information within 10 days of the date of this Agreement for the
demonstration and marketing and valuation purposes.
2.3 Vendee's Review
With the full permission of the Vendor, the authorized representatives of the
Vendee could enter the Vendor's premises at all reasonable times for the purpose
of inspecting the Purchased Products and their secrete formulas under this
Agreement and the methods of the manufacturing them and shall, if called upon by
the Vendee to do so, furnish all necessary information and assistance to permit
the Vendor to investigate and verify the Vendor's compliance with this
Agreement.
3. Trade-Marks/Trade Names/Brand Names License
3.1 Ownership
The Vendor hereby grants to the Vendee the exclusive ownership to use and
register " The Purchased Products " directly or indirectly in the name of A E&E
Pharma Corporation or its Nominee for its own Trade-marks or/and Trade
Names/Brand Names in the Vendee's Territory in connection with the Vendee
Utilizing the Purchased Products.
3.2 Ownership of Trade-Marks/Trade Names/Brand Names
The Vendor acknowledges that the Vendee is the sole owner of the
Trade-Marks/Trade Names/Brand Names for "The Purchased Products in the Vendee's
Territory in the connection with the Vendee Utilizing the Purchased Products and
agrees that all use by the Vendee of the Trade-marks"/Trade Names/Brand Names in
any manner whatsoever shall enure to the benefit of the Vendee and that no
right, title or interest in the Trade-marks/Brand Names/Trade Names is
transferred to the Vendor and any other 3rd parties except the right to use the
Trade-marks/ Trade names/Brand Names in the manner and subject to the terms and
conditions set forth herein.
3.3 Form of Trade-marks/Trade Names/Brand Names Use
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The Vendor and the Vendee shall use the Trade-marks/Trade-Names/Brand Names only
in the style as registered under the Vendee (A E&E Pharma Corporation) in the
Vendee's Territory in connection with the Vendee Utilizing the Purchased, or if
not registered, as used by the Vendor, and any variation from such style shall
be subject to the Vendee's prior written consent.
3.4 Unauthorized Use
The Vendor agrees not to use " The Purchased Products" in the define territory
for any other of the Trade-xxxx/Trade Names for any other 3rd parties , except
exclusively use for the Trade-marks/Brand Names/Brand Names of the Vendee in the
Vendee's Territory, unless authorized to do so in writing.
3.5 Defense of Trade-marks/Trade Names/Brand Names
The Vendor shall cooperate with the Vendee for the purpose of the Vendee
registering, maintaining, renewing, licensing, or defending the Vendee's
Trade-marks/Trade-Names/Brand Names, including executing and registering with
all applicable government or regulatory authorities registered user agreements
for the Vendee's Trade-marks/Trade- names/Brand Names.
3.6 Compliance with Trade-xxxx/Trade-Name/Brand Name Law
The Vendor and the Vendee shall at all times comply with the Trade-marks/Trade-
Names/Brand Names laws, regulations, degrees and requirements in effect from
time to time in the jurisdictions in which the Vendee exclusively owns and uses
and register the Trade-marks/Trade- Names/Brand Names for " The Purchased
Products and Their Secret Formulas".
3.7 Trade-marks/Trade-Names/Brand Names Credits
The Vendor and the Vendee shall include
a. on all "The Purchased Products and Their Secrete Formulas" and in all
advertisements, specification sheets and other sales and promotional material in
or on which one of the Trade-marks/Trade- Names/Brand Names is used, a notice
stating that it is the Vendee's Trade-marks/Trade-Names/Brand Names or other
words of similar import; and
b. on all " The Purchased Products" by the Vendor for the Vendee exclusively in
the Vendee's Territory bearing one or more of the Trade-marks/Trade-Names/Brand
Names a notice that all such Trade-marks/Trade-Names/Brand Names are
Trade-marks/Trade-Names/Brand Names of the Vendee, or words of similar import,
shall have noted thereon the name of the manufacturer, the country of domicile,
and the place of manufacture of the Purchased and, in addition, notice shall be
given on such Purchased Products by the Vendor exclusively for the Vendee as a
Vendee in the Vendee's Territory, or words of similar import.
3.8 Use of Other Trade-marks/Trade- Names/Brand Names
The Vendee shall be entitled to use exclusively other designations or
Trade-marks/Trade-Names/Brand Names in connection with its Utilizing the
Purchased but shall not adopt or use as one of its own
Trade-marks/Trade-Names/Brand Names, a Trade-Xxxx/Trade- Name/Brand Name which
includes or which is confusingly similar to any of the Trade-xxxx/Trade-name
with one of the Trade-marks/Trade-Names or otherwise modify of alter any of the
Trade-marks/Trade Names/Brand Names and, in the event the Vendee calls the
attention of the Vendor to any confusion or risk of confusion, the Vendor shall
accept and adopt any reasonable suggestion for avoid such confusion.
3.9 Prohibited Use of Trade marks/Trade-names/Brand Names
The Vendor acknowledges that is does not have the right to include or use any
the Trade-marks/Trade- Names/Brand Names or any translation thereof in its
corporate name or the corporate name of any subsidiary or affiliate unless
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specifically authorized to do so in writing by the Vendee in the Vendee's
Territory in connection with the Vendee Utilizing the Purchased Products.
3.10 Termination of Authorized Use and Name
Immediately upon termination upon written request by the Vendee, whichever
occurs first, the Vendor Shall take all steps necessary to cause the name of the
Vendor, or any affiliate or subsidiary which may have one of the
Trade-marks/Trade Names /Brand Names or translation thereof in its name to be
changed to remove there from the Trade-Marks/Trade Names/Brand Names or
translation involved, and shall cause to filed promptly the necessary amendment
documents with the appropriate authorities so as to correct the corporate
records to remove all reference to the Trade-xxxx/Trade Names/Brand Names or
translation involved.
3.11 No Registration by Vendor
The Vendor agrees that it will not register the Purchased Products and Their
Secrete Formulas in the Vendee's Territory countries of the world (in connection
with the Vendee Utilizing the Purchased Products) any of the
Trade-marks/Trade-Names/Brand Names or translations thereof, or any Trade-xxxx
and trade name/Brand Names which includes or is similar to any of the
Trade-marks/trade names/Brand Names unless specifically authorized in writing do
so by the Vendee or unless the Vendor is acting solely as agent for the Vendee's
Purchased Products which Enhanced and Created by the Vendor.
3.12 Maintenance of Trade-marks/Trade names/Brand Names & Goodwill
The Vendor agree that The Vendee shall exclusively right and ownership to
register all these Purchased Products for the Trade-marks/Trade names/Brand
Names in the Vendee's Territory countries of the world (in connection with the
Vendee Utilizing the Purchased Products).
The Vendor shall conduct its business and use these exclusive Trade-marks/trade
names/Brand Names in the promotion and sale of the Purchased Products, in
respect of the handling of warranty claims and maintenance and the service
matters after the sale of the Purchased, and all other matters affecting the
Purchased Products in a manner in which will uphold and enhance the reputation
of the Trade-marks/Trade Names/Brand Names in the market place and the Vendor
will not engage in or permit any commercial or other practices which may tend to
injure or impair the value of the Trade-marks/Trade names/Brand Names and the
Vendor shall accept and adopt all reasonable suggestions for a change of any
practices by the Vendor or others under its control which, in the opinion of the
Vendee, are harmful to any of the Trade-marks or the goodwill which they
represent.
3.13 application to other Trade-marks/Trade Names/Brand Names
The Vendee shall be entitled to the same rights and benefits and subject to the
same duties and obligations as are set forth herein for the Trade-Marks in
respect of any Trade-marks or trade names or brand names which their owners may
authorize the Vendee to authorize the Vendor to use in connection with the
Vendee's Utilizing the Purchased Products.
3.14 Trade-marks/Trade Names/Brand Names Infringement
The Vendor agrees to notify the Vendee, in writing, of any conflicting uses of
the Trade-marks/Trade names/Brand Names, any application for or any registration
of any of them by anyone other than the Vendee and acts of infringement or acts
of unfair competition involving the Vendee's exclusive Trade-marks/Trade
Names/Brand names, anywhere in the Vendee's Territory counties, promptly after
such matters are brought to its attention, or it has knowledge thereof.
3.15 Covenant of the Vendee
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The Vendee covenants and agrees to maintain the Trade-marks/Trade names/Brand
Names in good standing in accordance with the requirements of the applicable
legislation in the Vendee' Territory.
4. CONSIDERATION
The consideration due and payable to the Vendor from the Vendee for the
Purchased Products and Their Secrete Formulas and their Intellectual Property
granted to the Vendee herein shall be:
The Board of Director's Resolution
For A E&E Pharma Corporation: ASSETS:
To Purchase the 26 100% Natural Medicinal products Formulas/line Legally vend in
and A E&E's 100% Legal ownership
A E&E Pharma Corporation, (or its nominee), confirm that:
4.1 A E&E Pharma Corporation has received A FORMAL AND LEGAL VEND IN : as an
ASSETS of A E&E Pharma Corporation for 26 products formulas/line, as
defined as above : as 100 % natural medical products formulas/lines, from
its founder and family: Julianna xxxxx Xx and her family, and Xx. Xx,
XiaoFei, a scientist and Taoist Medicinal experts in PR China.
4.2 A E&E Pharma Corporation confirm that A E&E Pharma Corporation has received
the proprietary information and their secrete products formulas of these 26
100% natural herbal medical products formulas/line and A E&E has stored
these proprietary information in a secure location for the future A E&E 's
corp.' development, manufacturing and global commercialization.
4.3 A E&E confirm that A E&E has the 100% legal ownerships and rights for these
26 100% natural herbal medicinal products and their secrete formulas for
the global market.
4.4 A E&E agreed to pay to:
1). Julianna Xxxxx Xx, or her family nominee: for an annual Royalty (Gross
Sales): 4.8% 2). Xx. Xx, XiaoFei , or his nominee for an annual Royalty ( gross
sale): 0.2%
3). A E&E's founders shares to: Xx. Xx, XiaoFei for a total 200,000 common
shares at 0.0025 USD per share. A E&E agree to pay for this shares positions for
Xx. Xx after signed this agreement immediately.
4). A E&E also agree to pay for Julianna Xxxxx Xx, or her family nominee for a
total A E&E's founders shares at 0.0025 USD per share for a total: 2,000,000
common shares. A E&E agree to pay for this shares position to Xxxxxxxx Xx after
signed this agreement immediately.
5). The Research and Development Consultant Services in the past to Julianna
(xxxxx) Lu, (or its Nominees) for: $ 150,000 USD, and To Xx. Xx, Xiao Fei, (or
its Nominee ) $ 25,000 USD. Both Vendor and Vendee agree that this R&D
Consultant Services Fees will be paid to the Vendor after the Vendee
successfully receive capital financing or/and generate enough revenue to keep up
A E&E Pharma Corporation to move forward into the global market. And a 10%
annual interest will be applied for .
5. CLOSING
The Closing of the transaction contemplated herein shall take place at May 1st ,
2004 in Vancouver, BC Canada and Beijing PR China when both parties sign this
Agreement, all the terms and conditions of this Agreement will start to be
effective immediately.
6. Delivery of Products
6.1 Within 10 days of the Vendee's execution of this Agreement, or within 10
days of when the same is available to the Vendor, whichever is later, the
Vendor shall delivery to the Vendee one copy of the current version of each
Product and the Proprietary Information necessary to enable the Vendee to
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develop prototypes of the Products and commercially exploit the Products
within the Vendee' Territory.
6.2 Each party shall deliver to the other, within 10 days of their development;
any Derivative Works which that party has developed.
7. Representations And Warranties of The Vendor
The Vendor represents and warrants to the Vendee that:
a. the Vendor is a corporation duly organized, validly existing and in good
standing under the laws of Nevada, USA, and has all requisite corporate
power and authority to execute, deliver and perform under this Agreement
and consummate the transactions contemplated herein;
b. this Agreement has been duly and valid authorized, executed and delivered
by the Vendor and constitute a valid and binding obligation on the Vendor
and fully enforceable in accordance with its terms;
c. the Vendor owns and possesses and has all Intellectual Property Rights and
good and marketable title to the Products free and clear of any and all
mortgages, liens, charges, pledges, security interests, encumbrances and
other claims whatsoever, and the Vendor has full power and absolute
authority to license the Products without first obtaining the consent of
any other person or body corporate except as set forth herein;
d. there is no pending or threatened legal actions or administrative hearing
challenging the right of the Vendor or its Intellectual Property Rights in
the Products or its right to the Trade-marks;
e. no third parties have distribution rights or licenses to Utilize any of the
Products which derived through the Vendor in the Vendee's Territory;
f. the Vendor has the requisite power and authority to enter into this
Agreement and this Agreement has been duly and validly authorized, executed
and delivered by the Vendor and constitutes a valid and binding obligation
of the Vendor fully enforceable in accordance with its terms;
g. to the knowledge of the Vendor the Products do not infringe upon the
proprietary rights of any other person or entity.
8. Representations and Warranties of the Vendee
The Vendee represents and warrants to the Vendor that:
a. the Vendee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, USA, and has all requisite
corporate power and authority to execute, deliver and perform under this
Agreement and consummate the transactions contemplated herein; and
b. no consent, authorization or approval of exemption by, or filing with, any
governmental or public body or authority is required in connection with the
execution, delivery and performance by the Vendee of this Agreement.
9. Conditions Pertinent to the Obligations of the Vendee
The obligations of the Vendee hereunder are subject to the fulfillment, at or
prior to the Closing, of each of the following conditions, any or all of which
may be waived in writing by the Vendee in its sole discretion:
a. Accuracy of Representations and Warranties
Each of the representations and warranties of the Vendor contained in this
Agreement shall be true on and as of the Closing date with the same force and
effect as though made on and as of the Closing Date, and the Vendor shall have
delivered to the Vendee a certificate to that effect;
b. Performance of Covenants
The Vendor shall have performed and complied with all covenants, obligations and
agreements to be performed or complied with by it on or before the Closing Date
pursuant to this Agreement;
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c. Litigation, Etc.
The following legal information concerning the Vendor shall be true and accurate
on and as of the Closing Date:
i. on claim, action, suit, proceeding, arbitration or hearing or notice
of hearing shall be pending or threatened against or affecting the
Vendor, the Purchased or the Proprietary Information which would have
a material adverse effect upon the Vendor or the transaction
contemplated by this Agreement;
ii. no violation shall exist, or be alleged by any governmental authority
to exist, of any law, statute, ordinance or regulation, the enforcement
of which would materially adversely affect the Purchased or the
Proprietary Information; and
iii. no law, regulation or decree shall have been proposed, adopted or
promulgated, or have become effective, the enforcement of which would
materially adversely affect the ability of the Vendor to consummate the
transactions contemplated by this Agreement;
d. Consents
The Vendor shall have delivered to the Vendee all consents and approvals of all
persons and entities necessary for the performance of the transactions
contemplated in this Agreement;
10. Conditions Precedent to the Obligations of the Vendor
The obligations of the Vendor hereunder are subject to fulfillment, at or prior
to the Closing , of each of the following conditions, any or all of which may be
waived in writing by the Vendor in its sole discretion:
a. Accuracy of Representations and warranties
Each of the representations and warranties of the Vendee contained in this
Agreement shall be true on as of the Closing Date with the same force and effect
as through made on as of the Closing Date, except as affected by the transaction
contemplated hereby and the Vendee, if requested, shall have delivered to the
Vendor a certificate to that effect;
b. Performance of Covenants
The Vendee shall have performed and complied with all covenants, obligations and
agreements to be performed or complied with by it on before the Closing Date
pursuant to this Agreement; and
c. Litigation, Etc.
No claim, action, suit, proceeding, arbitration, investigation or hearing or
notice of hearing shall be pending or threatened against or affecting the Vendee
which might result or has resulted either in an action to enjoin or prevent or
delay the consummation of the transactions contemplated by this Agreement.
11. Ownership of Intellectual Property Rights
12. Bilateral Non-disclosure Covenants
12.1 Covenant not to Disclose
Each party shall use reasonable procedures to safeguard the Proprietary
Information, including releasing the Proprietary Information only to employees
on a "need to know" basis and the parties covenant that during the term of this
Agreement and for a period of ten years thereafter they will not, unless
required by law or regulatory authority, at any time, without the express prior
written consent of the other party, which consent shall not be unreasonably
withheld, disclose or otherwise make known or available to any person, firm,
corporation or other entity, or use for its own account, any Proprietary
Information except as specifically permitted under this Agreement.
12.2. Specific Performance
Each party acknowledges that:
a. the party who would be damaged by breach of the above covenant will not
have any adequate remedy at law;
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and accordingly, the parties agree that either party shall have the right, in
addition to any other rights it may have, to obtain in any court of competent
jurisdiction, injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any such covenants or any other obligations
under this Agreement if a party is failing to perform any of its obligations
hereunder.
13. Export Regulations
The Vendee shall obtain at its expenses all necessary state and federal permits,
licenses and approvals that are necessary for the Vendee to export the Purchased
and technologies to jurisdictions outside USA and the Vendor shall cooperate
with the Vendee in all reasonable respects.
14. Sublicensing
The rights and licenses granted herein shall include the rights to grant
sublicenses hereunder. The Vendee agrees to inform the Vendor for any sub
licensing's information.
15. Territorial Limits
Nothing contained in this Agreement shall be construed to grant to the Vendee
any rights to Utilize the Purchased outside the Vendee's Territory.
16. Refinement Disclosure
The parties shall disclose to each other all developments and improvements to
the Purchased and all technical data information relating to any such
developments or improvements to the Purchased that either may develop or acquire
during the term of this Agreement.
17. Miscellaneous
17.1 Severability
The invalidity of all or any part of any section of this Agreement shall not
render invalid the remainder of this Agreement or the remainder of such section
and any such provision of this Agreement that is as broad as to be unenforceable
shall be interpreted to be only as broad as is enforceable.
17.2 Headings
The headings of sections, subsections and paragraphs of this Agreement are
inserted for convenience only and shall not control or affect the meaning of
construction of any of its provisions.
17.3 Waiver
No action taken pursuant to this Agreement, including any investigation by or on
behalf of any party, shall be deemed to constitute a waiver by the party taking
such action or compliance with any representation, warranty, covenant or
agreement contained herein, and the waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.
17.4 Binding Effects, Benefits
This Agreement shall enure to the benefit of and shall be binding upon the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
17.5 Entire Agreement, Amendment
This Agreement, including all schedules attached hereto, constitutes the entire
agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof
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and may not be amended, modified or terminated unless in a written instrument
executed by the party or parties sought to be bound.
17.6 Counterparts
This Agreement may be executed in any number of counterparts, each of which when
executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
17.7 Third Parties
Nothing in this Agreement, whether expressed or implied, is intended to confer
any rights or remedies on any person other than the parties to this Agreement,
nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third party, nor shall any provision give any
third party any right of subrogation or action against any party to this
Agreement.
17.8 Governing Laws
This Agreement shall be construed as to both validity and performance and
enforced in accordance with and governed by the laws of Province of British
Columbia.
17.8 Waiver of Breach
The waiver of any breach of any provision of this Agreement or failure to
enforce any provision hereof shall not operate or be construed as a waiver of
any subsequent breach by any party.
17.9 Disputes
In any litigation or disputes arising out of this Agreement the prevailing party
will be entitled to recover all reasonable costs and attorney fees, including
costs and fees on appeal.
17.10 Rights Cumulative
The provisions of this Agreement shall not be construed as limiting any rights
or remedies that either party may otherwise have under the applicable law.
17.11 Independent Counsel
Each party acknowledges that it has retained independent counsel to review the
terms of this Agreement and to advise as to the legal effect will have upon the
respective rights and obligations arising hereunder.
17.12 Assignment Clause
This Agreement any not is assigned by either party without the consent of the
other having first been obtained in writing.
17.13 Force Majeure
Neither party hereto shall be responsible for the failure or delay in performing
any of its obligations due to cause beyond its control and these causes shall
include, but shall not be restricted to fire, storm, flood, earthquake,
explosion, accident, acts of a public enemy, war, rebellion, insurrection,
sabotage, epidemic, quarantine restrictions, labor disputes, transportation
embargos, or failure or delays in transportation, acts of God, acts, rules,
regulations, orders or directives of any national government or agency thereof,
acts, rules, regulations, orders or directives of any provincial or local
government or agency thereof, or the order of any court of competent
jurisdiction.
10
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Agreement as
of the day and year first above written.
" The VENDEE":
THE CORPROATE SEAL of Was hereunto affixed in the presence of:
/s/ Xxxxxxxx Xx
--------------------------------------------------------------------------------
JuliannaJenny Lu, The President/CEO, an authorized signatory
A E&E Pharma Corporation, #2300 - 0000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, XX Xxxxxx, X0X 0X0
" The VENDOR":
THE CORPROATE SEAL of Was hereunto affixed in the presence of:
/s/ Xxxxxxxx Xx
Xxxxxxxx (xxxxx) Lu:--------------------------, an Authorized Signatory
Le Soleil Hotel, Suite 609 - 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
Was hereunto affixed in the presence of witness:
---------------------------, signatory
Print Name:-----------------------------
Yu, XiaoFei, located at: Dept. of Philosophy, XX Xxx 0000, Xxxxxxx 000000, XX
Xxxxx
/s/ XxxxXxx Xx
Xx, XxxxXxx:--------------------------------, An Authorized Signatory
Witness:---------------------, Signatory
Print Name:------------------
Date: May 1st 2004.
