Agreement by and between Hemispherx Biopharma, Inc. ("Hemispherx") and
▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
Whereas, Hemispherx wants to acquire all right, title and interest in and
to the awarded and pending patent applications (the "Patents") set forth and
described on Exhibit "A" attached hereto and made a part hereof, and
Whereas, ▇▇▇▇▇▇▇ has an interest in the Patents and is willing to convey
all of his interests in the Patents to Hemispherx for the consideration
hereinafter recited
Now, Therefore, it is agreed as follows:
1. ▇▇▇▇▇▇▇ hereby conveys, remises, releases and quitclaims unto
Hemispherx all of his right, title and interest in and to the Patents.
2. Hemispherx shall cause to be issued and delivered to ▇▇▇▇▇▇▇ that
whole number of shares of common stock of Hemispherx ("Hemispherx Stock") which,
when multiplied by the closing price of the Hemispherx Stock on the American
Stock Exchange on the date of this Agreement will come closest to, but will not
exceed, $150,000.00
3. The Hemispherx Stock will have piggyback registration rights and
will be registered in the first registration statement filed by Hemispherx with
the Securities and Exchange Commission following the date of this Agreement.
4. ▇▇▇▇▇▇▇ agrees that he will not sell any of the Hemispherx Stock
for a period of six months following the date of this Agreement.
5. The date of this Agreement is 7/3/06.
HEMISPHERX BIOPHARMA, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
EXHIBIT "A"
▇▇▇▇▇ & ▇▇▇▇▇▇
Ref. No. Title Country Serial Number Filing Date Status/Upcoming actions for 2006
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
50269/002001 Methods for Inducing United States 08/372,429 January 13, 1995 U.S. Patent No. 6,630,455 Issued
Mucosal Immune October 7, 2003
Response
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
50269/002AU1 Methods and Australia 29587/95 July 3, 1995 Australian Patent No.700519 Granted
Compositions for April 22, 1999 Annuity payment due
Inducing Mucosal July 3, 2006
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▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 8-521630 July 3, 1995 Pending
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
50269/002AU2 Australia 74620/96 October 17, 1996 Australian Patent No.696850 Granted
January 7, 1999 Annuity payment due
October 17, 2006
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
50269/002CA2 Canada 2,233,166 October 17, 1996 Pending Annuity payment due
October 17, 2006
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
50269/002EP2 Europe 96936786.1 October 17, 1996 European Patent No. 0855919 Granted
Hormone July 23, 2003
50269/002FR2 Immunomodulated France Annuity payment due October 17, 2006
Induction of Mucosal
50269/002DE2 Immune Responses Germany 69629202.5 Annuity payment due October 17, 2006
50269/002GB2 UK Annuity payment due October 17, 2006
-------------- -------------------- ------------- ------------- ---------------- ------------------------------------
▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇ 9-516083 October 17, 1996 Pending
