ASSET TRANSFER AGREEMENT
Exhibit
10.4
This
Asset Transfer Agreement (this “Agreement”) is made
as of June 23, 2005 by and
between Mindset Biopharmaceuticals (USA), Inc., (hereafter “Assignor”), a corporation existing
under the laws of the State of Delaware, having an office at 000 X. 00xx Xxxxxx, Xxxxx
000X, Xxx Xxxx, XX 00000, and Intellect Neurosciences, Inc., a Delaware corporation, having a
place of business at 000 Xxxx
00xx Xxxxxx, Xxx X0-X, Xxx Xxxx, Xxx
Xxxx 00000 (“Assignee”).
Assignor and Assignee are referred to collectively in this Agreement
as the “Parties.” Certain
other capitalized terms used in this Agreement are defined in Section 1 hereto.
WHEREAS Assignor is the owner or exclusive licensee under the Licenses being assigned
hereunder of the Trademarks, the Patents and Patent Applications, the Know-How, and the Inventions
(collectively the “Assets”).
WHEREAS, Assignee, is desirous of acquiring the entire right, title and interest of Assignor
in and to said Assets;
WHEREAS, from time to time on the understanding that the Parties would enter into an agreement
on terms substantially similar to this Agreement, the principal stockholders of Assignee advanced
certain amounts to Assignor to pay filing fees and legal fees with respect to the prosecution of
certain patent rights to prevent the lapse of such patents; and
WHEREAS, for the consideration set forth below, Assignor wishes to sell, assign, convey and
transfer to Assignee all of the Assignor’s right, title and interest to and in the Assets, all
subject to the provisions of this Agreement as more fully set forth below.
NOW, THEREFORE, TO ALL WHOM IT MAY CONCERN, BE IT KNOWN, that for good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
1. Definitions.
(a)
“Acceleration Event” means (i) the liquidation, termination of existence,
dissolution or the appointment of a receiver or custodian for the Assignor or any part of its
property if such appointment is not terminated or dismissed within thirty (30) days, (ii) the
institution against the Assignor of any proceedings under the United States Bankruptcy Code or any
other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law
affecting the rights of creditors generally, which proceeding is not dismissed within thirty (30)
days of filing; (iii) the institution by the Assignor of any
proceedings under the United States
Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency
or other similar law affecting the rights of creditors generally or the making by the Assignor of
a composition or an assignment or trust mortgage for the benefit of creditors or (iv) any claim or
proceeding relating to or arising out of or referencing in any way the transactions contemplated by
this Agreement the Ancillary Agreements, or any actions taken by any party in anticipation thereof
(collectively, the “Transactions”), in any forum, against Assignor or any of its current or former
officers, directors, stockholders, agents, representatives, advisors, successors or
assigns, or Assignee or any of its current or former officers, directors, stockholders,
agents, representatives, advisors, successors or assigns or any party related to the Transactions.
(b) “Ancillary Agreements” shall have the meaning set forth in Section 4 of
this Agreement.
(c) “Annex I Claims” shall have the meaning set forth in Section 2 of this
Agreement.
(d) “Annex II Claims” shall have the meaning set forth in Section 2 of this
Agreement.
(e) “Annex III Claims” shall have the meaning set forth in Section 2 of
this Agreement.
(f) “Annex I Claim Reduction” means the initial reduction of the Original
Principal Annex I Amount by 30% at the Effective Date.
(g)
“ANTISENILIN” means any “free-end
specific” antibody molecule that could be developed under the Patents.
(h) “Assets” means the Licenses, Patents, Patent Applications, Trademarks, Know-How
and Inventions.
(i) “Chain” shall have me meaning set forth in Section 2 of this
Agreement.
(j) “Claims” shall have the meaning set forth in Section 2 of this
Agreement.
(k) “Claims Milestones” means the First Claims Milestone and the Second Claims
Milestone.
(l) “Effective Date” means the date on which Assignee acquires at least 90% of
$1,277,438.37 ($1,149,694.53) principal amount of Annex I Claims or such lesser amount as Assignee
agrees to accept in its sole discretion and provides written notice of such acquisition to
Assignor.
(m) “First Claims Milestone” means a reduction of the Original Principal Annex I
Amount, in addition to the Annex I Claim Reduction, of 10% on June 23, 2007, provided that an
Acceleration Event does not occur before such date.
(n) “Inventions” means those inventions described in and claimed in the Patents and
Patent Applications.
(o) “Know-How” means all proprietary inventions, technology, trade secrets, know-how,
procedures, reagents, chemicals, data, and biological materials developed by Assignor or other
information, in each case that relate to the Trademarks, Patents, Patent Applications, Inventions,
Licenses or technology covered by the Licenses and that (a) have been
reduced to writing or stored electronically or are to another tangible form or (b) relate to
FDA submissions or other regulatory, development or commercialization activities.
(p)
“Licenses” means those licenses listed on
Schedule A hereto.
(q)
“Maturity Date” means June 23, 2008.
(r) “Mindgenix” shall have the meaning set forth in Section 2 of this Agreement.
(s)
“Mindset Ltd.” shall have the meaning set forth in Section 2 of this Agreement.
(t) “NYU License” shall have the meaning set forth in Section 3 of this Agreement.
(u) “Original Principal Annex I Amount” means the aggregate principal amount of the
claims listed on Annex I hereto in the amount of $1,277,438.37.
(v)
“OXIGON” means Indole-3-propionic acid.
(w)
“Patents” means those patents identified in
Schedule B attached hereto and all
divisional, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals
of such patents in the US and in all foreign countries.
(x)
“Patent Applications” means those patent
applications set forth on Schedule C attached hereto.
(y) “Person” means any individual, corporation, general partnership, limited
partnership, limited liability company, trust, association, firm, organization, company, business,
entity, union, society or governmental body.
(z) “SAMSF License” shall have the meaning set forth in
Section 3 of this Agreement.
(aa) “Second Claims Milestone” means a reduction of the Original Principal Annex
I Amount, in addition to the Annex I Claim Reduction and the First
Claims Milestone, by 10% on the Maturity Date, provided that an Acceleration Event does not occur before such date.
(bb) “Specified Products” means ANTISENILIN and OXIGON.
(cc) “Taconic Farms Litigation” shall have the meaning set forth in Section 2 of this
Agreement.
(dd) “Trademarks” means the trademarks and the goodwill symbolized by the trademarks,
set forth on Schedule C attached hereto.
(ee)
“Transactions” shall have the meaning set forth in Section 1 of this Agreement.
2. Sale
and Assignment. On the terms and conditions and other provisions of the
Ancillary Agreements, on the Effective Date, in consideration of:
(i) Assignee’s agreement to purchase, and reduce the Original Principal Annex I Amount by
30%, provided the foregoing amount shall be 40% if Assignor achieves the First Claims Milestone,
provide further, that the foregoing amount shall be 50% if the Assignor achieves the Second Claims
Milestone, the claims against Assignor set forth on Annex I to this Agreement (the
“Annex I Claims”) and to defer the Assignor’s obligation to pay the remaining balance of
the Annex I Claims until the Maturity Date;
(ii) Assignee’s agreement to reduce the principal amount of $743,282 by
50%, claims against Assignor set forth on Annex II to this Agreement (the “Annex II
Claims”) and to defer the Assignor’s obligation to pay the remaining balance of the Annex II Claims until
the Maturity Date, all subject to certain on-going discussions between Mindset Biopharmaceuticals
‘ Ltd. (“Mindset Ltd”) and Assignee resulting in the consummation of an agreement, on
certain terms and conditions acceptable to Assignee in its sole and absolute discretion, pursuant
to which Assignee will acquire such Annex II Claims from Mindset Ltd.;
(iii) Assignee’s
agreement to purchase and to defer Assignor’s obligation
to pay the claims
in the principal amount of at least $1,634,000 listed on Annex III to this Agreement until the
Maturity Date (the “Annex III Claims” and, together with the Annex I
Claims and the Annex II Claims, the “Claims”);
(iv) Assignee’s
assumption of certain of the indebtedness listed on Annex IV in the
aggregate amount of $1,623,730 and Assignee’s obtainment, on behalf of Assignor, of the release of
all obligations of Assignor relating to such indebtedness, all subject to certain on-going
discussions between each of the respective creditors set forth on
Annex IV and Assignee
resulting in the consummation of agreements between each such creditor and Assignee on such terms
as Assignee shall negotiate with each such creditor in its sole
discretion; provided that the
failure of Assignee to consummate an agreement with any one, more or all of such creditors shall
not constitute a default under this Agreement;
(v) Assignee’s assumption of certain obligations of Assignor under the Licenses;
(vi) Assignee’s
agreement use reasonable efforts to cause Xxxxxx Chain (“Chain”),
for a minimum of six (6) months, subject to extension for an additional six months at the option of
the Assignee, to allocate up to 20% of his business time to Assignor
with no further accrual of
salary by Assignor, provided that, notwithstanding the foregoing, the Parties agree that
the failure of the foregoing to occur shall, in no event, constitute a default under this
Agreement;
(vii) the Assignee’s agreement that, provided that Chain executes an employment
contract with Assignee, substantially in the form attached hereto as
Exhibit A,
before
October 1, 2005, the Maturity Date shall be extended, day for day, for each day
Chain serves as an employee of the Assignee, subject to the occurrence of an Acceleration
Event;
(viii) the
amount of $60,405,47 listed on Annex V previously advanced by or on
behalf of Assignee;
(ix) Assignee’s agreement to execute a Letter Agreement with Mindgenix, Inc. in the form
attached hereto as Exhibit B: and
(x) Assignee’s agreement to fund up to $10,000 in patent and patent related cost related
to the development of Increasing Bruin Glucose Utilization: (US Patent 09/868,501);
the Assignor (i) agrees to toll the applicable statute of limitations period with respect to
any action or proceeding relating to or arising out of the Claims, and (ii) will sell and
transfer to Assignee and Assignee will purchase from Assignor, all of the following Assets:
(a) all of Assignor’s rights and interest as of the Effective Date in and to the
Patents;
(b) all of Assignor’s rights and interest as of the Effective Date in and to the
Patent Applications;
(c) all of Assignor’s rights and interest as of the Effective Date in and to the
Trademarks;
(d) all of Assignor’s rights and interests as of the Effective Date in and to the
Licenses;
(e) all of Assignor’s rights and interest as of the Effective Date in and to the
Know-How relating to any of the other Assets being transferred hereunder;
(f) all of Assignor’s rights and interest as of the Effective Date in and to the
Inventions; and
(g) all
finished product inventories, work-in-process inventories, product-in-transit inventories and other inventories of the Assets that are owned by Assignor as of the
Effective Date.
3.
Consents. On the Effective Date, Assignor shall deliver the following
consents:
(a) a consent from New York University for the assignment of that certain
License Agreement dated as of August 10,1998, as amended (the “NYU Licensed”); and
(b) a consent from South Alabama Medical Science Foundation for the
assignment of that certain Research and License Agreement dated as of August 10, 1998, as
amended (the “SAMSF License”).
4. Ancillary
Agreements. On the Effective Date, the Parties shall enter
into the following additional agreements (the “Ancillary Agreements”):
(a) an Assignment of Patent and Patent Rights in the form attached hereto as
Exhibit C;
(b) an assignment of Trademarks in the form attached hereto as Exhibit D;
(c) an
assignment of Licenses in the form attached hereto as Exhibit E;
(e) if consent to assign the NYU License has not been obtained, a sublicense
to the NYU License, in a form acceptable to Assignee; and
(f) if consent to assign the SAMSF License has not been obtained, a
sublicense to the SAMSF License, in a form acceptable to Assignee.
5.
Representations, Warranties and Covenants
(a) Assignor represents and warrants to Assignee as follows:
(i) Except as set forth in Section 5(b), as of the Effective Date, Assignor will have good
and valid title to the Assets.
(ii) Each of the Patents and Patent Applications is owned solely by Assignor, or in the case
of the Licenses, owned by the
licensor(s) and exclusively licensed to Assignor. Assignor has made
available to Assignee copies of the Patents and Patent Applications, and has supplied to Assignee
copies of the patent applications included in the Patents that are not publicly available as of the
date of this Agreement. To Assignor’s knowledge, there are no
intellectual property rights owned or
controlled by any third party necessary to make, use, sell, offer for sale and import the Specified
Products, as they currently exist, other than (A) those intellectual property rights licensed to
Assignor under the Licenses and (B) those rights which are to be transferred, licensed, assigned or
sublicensed to Assignee pursuant to this Agreement or any of the Ancillary Agreements. Seller has
received no written claim of infringement of any intellectual property rights of any Person arising
out of the development, manufacture, use, sale, offer for sale or import of the Specified Products
by Assignor, except for claims of infringement that have been abandoned or resolved. To Assignor’s
knowledge, Assignor has complied with its obligation under 37 CFR §l,56(a) to disclose to the
United States Patent and Trademark Office, during the pendency of any United States patent
application included in the Patents, information known to Assignor to be material to the
patentability of the pending claims in such application. Seller has not granted any Person a
license that is currently in effect in, to or under any of the Patents for any purpose.
(iii) None of the Patents is involved in any interference or opposition proceeding, and, to
Assignor’s knowledge, no such proceeding is being threatened with respect to any of fee Patents or
Trademarks.
(iv) Assignor has disclosed trade secrets of Assignor included in the Know-How only to
Persons that have executed written confidentiality agreements governing the use or disclosure of
such trade secrets, except to the extent Assignor disclosed such information in connection with
making filings related to any Assets or Specified Products with governmental or regulatory
authorities.
(v) Assignor has required all professional and technical employees who provided services to
Assignor in connection with the Specified Products, the Patents, the Trademarks or the Know-How to
execute agreements under which such employees were required to convey to Assignor ownership of all
inventions and developments conceived or created by them in the coarse of their employment with
Assignor. To Assignor’s knowledge, none of the activities of Assignor’s professional and technical
employees who are providing services to Assignor in connection with
the Specified Products, the Patents, the Trademarks and the Know-How is violating any agreement between any such employees and
their former employers.
(b) Assignee acknowledges and agrees that the Licenses may be in default and
may have been breached by the Assignor and that the consent of the licensors thereto will be
required for any such assignment of a License, Assignor covenants and agrees to cooperate with
Assignee in seeking to obtain such consents to assign the Licenses and waivers of the License
breaches. The foregoing notwithstanding, Assignee acknowledges and agrees that there is no
assurance that any required consents or waivers under the Licenses listed in Section 3 hereto
will be obtained or that the licensors, even if they do grant such consents or waivers will not
require payments or unfavorable modifications to the Licenses for granting the waivers or consent, and
Assignee shall have no recourse against Assignor in any such event. In the event that such
required consents or waivers under the Licenses listed in Section 3 hereto are obtained,
Assignee hereby assumes all of Assignor’s obligations under such Licenses and hereby indemnifies
Assignor from any liabilities arising under such Licenses.
(c) In event of an Acceleration Event, all amounts then owed by the Assignor
with respect to the Claims shall become immediately due and payable; provided that, if
no Acceleration Event has occurred on or before December 31, 2013, the Assignee shall extinguish
all obligations of the Assignor arising from or related to the Claims.
6. Further Assurances. At any time and from time to time after the date hereof, at
the request of the Assignee, and without further consideration, Assignor will execute and deliver such
other instruments of sale, transfer, conveyance, assignment and confirmation as may be reasonably
requested in order to more effectively transfer, convey and assign, to Assignee and to confirm the
Assignee’s title to the Assets and to effectuate and consummate the transactions contemplated in
this Agreement.
7. Counterparts. This Agreement may be executed in several counterparts, each of
which will constitute an original and all of which, when taken together, will constitute one
agreement.
8. No Recourse. The Parties acknowledge and agree that neither shall have recourse
against the officers, directors or stockholders of the other, in their capacity as such, with
respect to the transactions contemplated by this Agreement.
[The remainder of this page is intentionally left blank.]
IN
WITNESS WHEREOF, the Parties have caused this Asset Transfer Agreement to be signed as of
the date first written above.
| Assignor: | ||||||
| MINDSET BIOPHARMACEUTICALS (USA) INC., | ||||||
| By: | /s/ Xxxxxx Chain
|
|||||
| Title: President & CEO | ||||||
| Assignee: | ||||||
| INTELLECT NEUROSCIENCES, INC. | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Title: Vice Chairman | ||||||
Schedule A
Licenses and Licensed Patents
| PATENT | PATENT | FILE/GRANT | ||||||||||||||
| NAME | PATENT TITLE | COUNTRY | APPL NO | NO | DATE | Ownership | ||||||||||
MELATONIN
|
Use of Melatonin to Prevent Cytotoxic Effects of Amyloid Beta Protein | USA | 5,958,964 | 09-28-1999 | New York University and the University of South Alabama. Exclusively licensed to Mindset, August 10, 1998. | |||||||||||
MELATONIN
|
Melatonin Method for Delaying the Onset of Alzheimer’s Disease and for Treatment or Delaying the Onset of Other Amyloidosis- Related Diseases/ Disorders | USA | 6,274,615 | 08-14-2001 | New York University and the University of South Alabama. Exclusively licensed to Mindset, August 10, 1998. | |||||||||||
OXIGON®
* Manufacturing process, improvements and materials: developed under Service Agreement with Carbogen from June 2002. |
Uses For lndole-3-Propionic Acids and Salts and Esters Thereof | USA | 6,395,768 | 05-28-2002 | New York University and the University of South Alabama. Exclusively licensed to Mindset, August 10, 1998. | |||||||||||
| Australia | 757,925 | 06-26-2003 | ||||||||||||||
| New Zealand | 506,260 | 00-0-0000 | ||||||||||||||
| Xxxxx | 193,892 | 08-28-2004 | ||||||||||||||
| China | 153168 | 04-28-2004 | ||||||||||||||
| Eurasia | 5244 | 12-30-2004 | ||||||||||||||
| Hong Kong | 1,036,588 | 02-25-2005 | ||||||||||||||
| Brazil | XX0000000-2 | 02-23-1999 | ||||||||||||||
| Canada | 2,321,455 | 02-23-1999 | ||||||||||||||
| Europe | 99908381.9 | 02-23-1999 | ||||||||||||||
| Israel | 137848 | 02-23-1999 | ||||||||||||||
| Japan | 2000-532118 | 02-23-1999 | ||||||||||||||
| Mexico | 8216 | 02-23-1999 | ||||||||||||||
Schedule B
Patents and Patent Applications
| NAME | PATENT TITLE | COUNTRY | PATENT APPL NO | PATENT NO | FILE/GRANT DATE | |||||||||||
ANTISENILIN®
|
DNA Encoding Recombinant Antibody Molecules End-Specific For Amyloid -Beta Peptides Pharmaceutical Compositions and Methods of Use Thereof | USA | 60/041,850 | expired | 4/9/1997 | |||||||||||
| XXX/XXX | XXX/XX00/00000 | expired | 4/9/1998 | |||||||||||||
| Australia | 743827 | 5/23/2002 | ||||||||||||||
| Canada | 2286305 | 4/9/1998 | ||||||||||||||
| China | CN1177616 | 12/1/2004 | ||||||||||||||
| Europe | 9818035.1 | 4/9/1998 | ||||||||||||||
| Israel | 132262 | 4/9/1998 | ||||||||||||||
| Japan | 543043/1998 | 4/9/1998 | ||||||||||||||
| New Zealand | 337765 | 5/23/2002 | ||||||||||||||
| Specific Antibodies To Amyloid Peptide Beta, Pharmaceutical Compositions and Methods of Use Thereof | USA | 10/084,380 | 2/28/2002 | |||||||||||||
| XXX/XXX | XXX/XX00/00000 | expired | 10/21/2002 | |||||||||||||
| Australia | 2002367734 | 10/21/2002 | ||||||||||||||
| China | 10/21/2002 | |||||||||||||||
| Europe | 2807019.1 | 10/21/2002 | ||||||||||||||
| Japan | 2003-572597 | 10/21/2002 | ||||||||||||||
| South Africa | 2004/9186 | 10/21/2002 | ||||||||||||||
RECAL-VAX
|
Chimeric Peptides as Immunogens Antibodies Thereto, and Methods for lmmunization Using Chimeric Peptides or Antibodies | USA | 60/169,687 | expired | 12/8/1999 | |||||||||||
| USA | 09/731,899 | 12/8/2000 | ||||||||||||||
| PCT | PCT/US00/33203 | expired | 12/8/2000 | |||||||||||||
| Australia | 27256/01 | 12/8/2000 | ||||||||||||||
| Canada | 2393763 | 12/8/2000 | ||||||||||||||
| China | 8181373 | 12/8/2000 | ||||||||||||||
| Europe | 990195 | 12/8/2000 | ||||||||||||||
| Israel | 149976 | 12/8/2000 | ||||||||||||||
| Japan | 2001-543601 | 12/8/2000 | ||||||||||||||
| New Zealand | 519624 | 5/10/2004 | ||||||||||||||
| South Africa | 2002/5032 | 11/26/2003 | ||||||||||||||
EP-TEST
|
Peptides and Methods of Screening Immunogenic Peptide Vaccines Against Alzheimer’s Disease in which T-Cell Epitopes are Reduced | USA | 10/619,454 | 7/16/2003 | ||||||||||||
| USA | 60/396,245 | expired | 7/17/2002 | |||||||||||||
| PCT | PCT/US03/22280 | expired | 7/16/2003 | |||||||||||||
| NAME | PATENT TITLE | COUNTRY | PATENT APPL NO | PATENT NO | FILE/GRANT DATE | |||||||||||
| Australia | 2003256578 | 7/16/2003 | ||||||||||||||
| Canada | 2493119 | 7/16/2003 | ||||||||||||||
| Europe | 3764759.1 | 7/16/2003 | ||||||||||||||
Schedule C
Trademarks
1. ANTISENILIN®
2. OXIGON®
Annex I
Claims
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
Appleyard Lees Ltd
|
Xxxx-Xxxxxxxx
Xxxxx Esq., Xxxxxxxxx Xxxx Ltd, 5th Floor, 0 Xx Xxxx’x Xxxxxx, Xxxxx, XXX 0XX, Xxxxxx Xxxxxxx |
Trademarks | 15,013.00 | |||||
Xxxxxx & Neimark PLLC
|
Xxxxx. L
Xxxxxx Esq, Xxxxxx & Xxxxxxx PLLC, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx XX 0000-0000 X.XX. |
Patents | 19,815.00 | |||||
Cerebricom Oy Ltd
|
c/o Xxxxx
Xxxxxxx Esq, D&B International Receivable Management Services 000 Xxxxxxxxxx Xxxx Xxxxx 000, Xx. Xxxxxx, XX 00000, Cerebricom Oy Ltd, (Xxxxxxxxx 0, 00000 Xxxxxx, Xxxxxxx) |
OXIGON Testing | 26,156.36 | |||||
Xxxxx X.X.
|
Xx Xxxxxxxxx
XXXXXXXX,
Administrative Affairs Manager, Le Boi Xxxxxxx X.X. 86600 CELLE L’EVESCAUT FRANCE |
OXIGON Testing | 35,978.00 | |||||
Eitan Law Group
|
00 Xxxxxxxxx Xxxxxx Ackerstein Tower B P.O. Box 2081 Xxxxxxx Xxxxxxxxxx Xxxx, 00000 Xxxxxx |
Patents | 76,212.00 | |||||
Xxxxxxxxx Xxxxx Xxxxx, Ph.D
|
Professor
and Head of
Xxxxxxxxxx, Xxxxxxxxxx xx Xxxxxxxxxx, Xxxxxxx, 00000, Xxxxxx |
Consulting | 10,000.00 | |||||
Finorga S.A.
|
Xx.
Xxxxxxxxx
Xxxxxxxxx, Finorga SA, 497 Route de Givors, XX 0 00000 Xxxxxx xxx Xxxxx, Xxxxxx |
OXIGON Manufacture |
20,000.00 | |||||
Xxxxxxx Xxxxx Associates Ltd
|
Xx. Xxxxx
Xxxxx, Xxxxxxx
Xxxxx Associates Ltd, e-space south, St. Xxxxxx Place, Cambridgeshire Business Park, Ely, Xxxxxxxxx XX0 0XX Xxxxxx Xxxxxxx |
European Regulatory |
7,498.44 | |||||
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
Goulston
& Storrs LLP* * the balance the claim is being treated under Annex IV. |
Xxxxxx X. Xxxxxx, Esq., Goulston & Storrs LLP, 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000-0000 XXX |
XX Legal | 274,422.00 | |||||
Xxxxxxx X Xxxx Associates Ltd
|
Xx. Xxxxxxx X. Xxxx, “Seagulls”, 0 Xxxxxxxxxx Xxxxxx, Xxxxxx-xx-Xxx, Xxxxxx, XX00 0XX, Xxxxxx Xxxxxxx |
OXIGON Consulting |
3,629.00 | |||||
Huntingdon Life Sciences Ltd |
Xx. Xxxx Xxxxx, Credit
Control Manager (HLS), Huntingdon, Research Centre, Xxxxxxx Road, Alconbury, Huntingdon, Xxxxxxxxxxxxxx XX00 0XX Xxxxxx Xxxxxxx |
OXIGON Testing | 54,417.00 | |||||
Xxxxxx Utrecht
|
Xxxxxxx Xxxxxxx, Business
Development Executive, Xxxxxx Clinical Pharmacology Xxxx, Xxxxxxxxxxx 00, 0000 XX Xxxxxxx, Xxx Xxxxxxxxxxx |
OXIGON Clinical Preparations |
224,264.00 | |||||
Xxxx Xxxxx Xxxxxx &
Kasierer — Ernst & Young
|
Xx. Xxxxx Xxxxxxxxxx 0 Xxxxxxxx Xx., Xxx - Xxxx, 00000 Xxxxxx |
U.S. Accounting | $ | 19329.50 | ||||
King’s College
London
|
0xx Xxxxx, Xxxxxxx Xxxxx,
00, Xxxxxx Xxxxxx, Xxxxxx XX0 0XX |
BrainSelect terminated license |
211,345.00 | |||||
Miller, Canfield,
Paddock AND Stone,
P.LL.C.
|
Xxxxxxxx X. Xxxxx, Xxxxxx
Xxxxxxxx, 0000, Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 |
XX Legal | 4,243.00 | |||||
NHR Associates Ltd.
|
Xxxxxx X Xxxxxx PhD, ARCS,
FRSC, Technical Director, 22 NHR Associates Ltd, Xxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxx XX00 0XX, Xxxxxx Xxxxxxx |
OXIGON Consulting |
8,539.67 | |||||
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
Nupharm Laboratories Ltd
|
Xxxxx Xxxxxx, NuPharm,
2 Newtech Square Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxx XX0 0XX Xxxxxx Xxxxxxx |
OXIGON Formulation | 6,618.18 | |||||
Ropes & Xxxx LLP
|
Xxxx X. Xxxxxxxx,
Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000-0000 |
XX Legal | 91,979.00 | |||||
Xxxxxx & Dodge LLP
|
Xxxxxx X. XxXxxxxxxx,
Xxxxxx & Dodge, Receivables Manager, 000 Xxxxxxxxxx Xxxxxx at Prudential Center |
US Legal | 23,434.00 | |||||
Perelson
Weiner LLP
|
Xxxx Xx, Xxxxxxxx
Xxxxxx, Xxx Xxx Xxxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000-0000 |
XX Accounting | 10,210.00 | |||||
Prova (R&D) LTD
|
X.X. Xxxxxx, Prova,
Units 1-4, Xxxxxx Court, Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx, XX00 0XX, Xxxxxx Xxxxxxx |
OXIGON Formulation | 39,807.92 | |||||
Salamandra LLC
|
Xxxxx. X. Xxxx, Ph.D. Managing Director, Salamandra, 0000, Xxxx Xxxxxx Xxxxx 000, Xxxxx Xxxxx, XX, XXX 00000 |
FDA Regulatory | 101,068.92 | |||||
Xxxxxx Xxxxxxx LTD.
|
Xxxxx Xxxxxx, 00 Xxxxx
Xxxx Xxxxxx Xxxxxxx, Xxxxxxxxx XX0 IJW United Kingdom |
UK Legal | 915.00 | |||||
| TOTAL Reductions below Assignee (NewCo) & Assignor (OldCo) | 1,277,438.37 | |||||||
30% Reduction Inc. Trade
|
383,231.51 | |||||||
Balance Remaining =
|
894,206.86 | |||||||
40% Reduction Inc. Trade
|
510,975.35 | |||||||
Balance Remaining =
|
766,463.02 | |||||||
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
50% Reduction Inc. Trade
|
638,719.19 | |||||||
Balance Remaining =
|
638,719.19 | |||||||
Annex II
Claims
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
Mindset BioPharmaceuticals Ltd |
x/x Xxxxxx
Xxxxxx, Xxxxxx Xxxxxx & Xx.,00 Xxxxx Hayesod St Jorusalem 00-000 Xxxxxx |
Research and Development | 743,282.00 | |||||
TOTAL
|
743,282.00 | |||||||
50% Reduction
Ltd. Trade
|
371,641.00 | |||||||
Balance Remaining =
|
371,641.00 | |||||||
Annex
III
Claims
CREDITOR
NAME |
$ AMOUNT | |||
Xxxxxx Chain Loans
|
280,000.00 | |||
Xxxxxx Chain Salary*
|
330,000.00 | |||
Mindset Limited Loans
|
375,000.00 | |||
Xxxx Xxxxxxx**
|
649,000.00 | |||
TOTAL LIABILITY
|
1,634,000.00 | |||
| * | To have been paid out of future financing of Assignor | |
| ** | Reflects amount accrued by Assignor; Xxxx Xxxxxxx claims a larger amount is owed. |
Annex IV
Claims
| CREDITOR NAME | ADDRESS | SERVICE PROVIDED | $ AMOUNT | |||||
Goulston & Storrs LLC
|
Xxxxxx X. Xxxxxx,
Esq., 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 0000 0-3333 |
US Legal | 192,095.00 | |||||
MPI Research, Inc.
|
Xxxx Xxxxxx, CAO,
Treasurer, 00000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000 -9399 USA |
OXIGON Testing | 92,000.00 | |||||
CarboGen Holding AG
|
Xx. Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00, XX-0000 Xxxxx, Xxxxxxxxxxx |
OXIGON Manufacture |
223,500.00 | |||||
New York University
|
Xxxxx X. Xxxxxxxxxx,
Executive Director, Industrial Liaison/Technology Transfer, New York University, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 |
Beta-Vax Terminated License |
291,135.00 | |||||
Institute for the Study
of Aging
|
Xxx Xxxxxxxx, ISOA,
1414 Avenue of the Xxxxxxxx Xxxxx 0000, Xxx Xxxx, XX 00000 |
OXIGON Testing | 570,000.00 | |||||
Wind River Partners
LLC*
|
Xxxxxx X. Xxxxxxx,
Managing Director, Wind River Partners, LLC, X.X. Xxx 000, Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 |
Consulting | 255,000.00 | |||||
TOTAL
|
1,623,730.00 | |||||||
| * | Accrued unpaid monthly retainer |
Annex V
Claims
| $ AMOUNT | ||||||||
| PAYEE | DATE | SERVICE | PAID | |||||
Advance for payment of MindGenix Otsuka
Study
|
2/23/2005 | MindGenix | 25,000.00 | |||||
Eitan Xxxxx Xxxxxx Xxxxx Zedek LLP
|
3/2/2005 | Patents | 775.00 | |||||
Premium Assignment
|
3/21/2005 | D&O Insurance | 814.79 | |||||
Premium Assignment
|
3/21/2005 | D&O Insurance | 814.79 | |||||
Xxxxx Xxxxx Zedek .
|
4/7/2005 | Patents | 1,246.05 | |||||
Dr. Xxxxxx-Xxxxxx Attas
|
4/15/2005 | Patents | 2,000.00 | |||||
Xxxxxx & Neimark
|
5/4/2005 | Patents | 1,430.00 | |||||
Premium Assignment
|
5/13/2005 | D&O Insurance | 4,289.46 | |||||
Xxxxx Xxxxx Zedek
|
5/23/2005 | Patents | 1,258.91 | |||||
Office Suite Office Group
|
5/7/2005 | Rent | 1,606.00 | |||||
State Insurance Fund
|
5/7/2005 | Employee Disability | 1,957.88 | |||||
Premium Assignment
|
5/10/2005 | D&O Insurance | 2,236.29 | |||||
Xxxxx Xxxxx Zedek
|
6/7/2005 | Patents | 16,976.30 | |||||
Total paid for Mindset/MindGenix Benefit =
|
60,405.47 | |||||||
