EXHIBIT 10.(I)
TECHNOLGY TRANSFER AGREEMENT AND AGREEMENT FOR FUTURE FORMULAS
THIS AGREEMENT is made and entered into with an effective date of April 28, 1998
by and between Xxxxxx X. Xxxxxxxxx, M.D. and Xxxx Xxxxxx, collectively referred
to as Transferor, and Xx. Xxxxxxxxx'x Formulas, Inc., Transferee.
WHEREAS, Transferor represents and warrants that they hold the entire right
title and interest in and to specific nutritional formulations developed
expressly for Xx. Xxxxxxxxx'x Formulas, Inc. by Xx. Xxxxxx Xxxxxxxxx and Xxxx X.
Xxxxxx. The Formulas are described on attached Exhibit #1, hereinafter, "the
Formulas;"
Whereas, Xx. Xxxxxxxxx and Xx. Xxxxxx agrees to continue to develop on a
non-exclusive basis, new formulas on a best efforts basis for the Company.
WHEREAS, Transferor has developed specific know-how based on practical
experience in employing Xx. Xxxxxxxxx'x Formulas, which know-how is of
commercial importance.
WHEREAS, Transferee is desirous of obtaining rights to Transferor's Formulas on
a non-exclusive basis, and Transferor is willing to grant such rights in
exchange for the issuance to them of 10,000,000 shares of common stock (par
value of $.001) and $50,000 in cash upon the terms and conditions recited in
this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the parties agree as follows:
ARTICLE I TRANSFEREE'S RIGHTS
(1). KNOW-HOW. Transferor transfers to Transferee the Formulas and all know-how
that Transferor now has with regard to the Formulas being transferred.
(2). TRANSFER OF KNOW-HOW. Transferor shall provide Transferee: knowledge about
the proper use and administration of the Formulas. Transferor will update such
information from time to time as necessary. Transferor shall provide general
technical assistance requested by Transferee when difficulties are experienced,
as well as routine checkups to verify the correctness of Transferee's
procedures.
(3). GOVERNMENT APPROVAL. Transferor shall assist Transferee in procuring,
extension of Transferor's approval of the technology and trademark to cover
Transferor's operations under this Agreement.
B. TRADEMARK RIGHTS.
(1). TRADEMARK LICENSE. Transferor will assist the transferee in obtaining
ownership of the trademark (when received).
(2). GRAPHICS. Transferor shall assist Transferee with the development of
graphics for the use of the trademark printed material.
ARTICLE 11 TRANSFEREE'S OBLIGATIONS
A. SALES PRICE. In exchange for the total ownership to the Formulas, Transferee
agrees to issue to Transferor 10,000,000 shares of common stock (par value of
$.001) and to pay $50,000 in cash, as follows: (i) $30,000 on or before
September 15, 1998; and $20,000,on or after September 15, 1998, the time of
payment to be in the discretion of the Company's Board of Directors.
B. NOTICES. All notices under this Agreement shall be deemed effective as of the
date they are mailed, postpaid, to the last known address of the recipient.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and
year first above given.
TRANSFEROR:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, M.D.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
TRANSFEREE:
Xx. Xxxxxxxxx'x Formulas, Inc.
by /s/ Xxxxxx X. Xxxxxxxxx
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by /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Secretary
