MUTUAL RESCISSION AGREEMENT
This Mutual Rescission Agreement (this "Agreement") is entered into and
effective as of this 26th day of August 2004, by and among Prof. Dr. Xx.
Xxxx-Xxxxxx Xxxxxxx ("Xxxx. Xxxxxxx"), Xx. Xxxxx Xxxxxxx ("Xx. Xxxxxxx"), and
Global Life Sciences, Inc., a Nevada corporation formerly known as Too Gourmet,
Inc., a Nevada corporation (the "Company"; with Xxxx. Xxxxxxx and Xx. Xxxxxxx,
the "Parties" and each, a "Party").
RECITALS
A. The Parties entered into an Asset Purchase and Sale Agreement, with an
effective date of September 22, 2003 (the "Purchase Agreement"), whereby the
Company acquired the medical business assets and related intellectual property
(the "Acquired Assets and Business") of a medical laboratory and service
provider, doing business as the Internationale Fachklinik, from Xxxx. Xxxxxxx
and Xx. Xxxxxxx (the "Transaction").
B. In exchange for the Acquired Assets and Business, Xxxx. Xxxxxxx and Xx.
Xxxxxxx and their designees collectively received from the Company 26,500,000
shares of the Company's common stock (the "Acquisition Shares") and options to
purchase up to an additional 3,500,000 shares of the Company's common stock at
an exercise price of $0.10 per share, exercisable on or before September 21,
2006 (the "Acquisition Options").
C. The above-referenced designees were Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxxxxx
Xxxxx, Sanja Xxxxxxx, Xxxxxxx Knotzsch, Swiss Equities Group Inc., Seaport
Partners, Inc., Westie International Ltd., BF Acquisition Group I, Inc., Xxxxx
Xxxxx, Xxxxxx Xxxxxxxx, and Xxxxx Xxxxx (collectively, the "Shares Designees").
D. The Company has issued "S-8 Shares" (the "S-8 Issued Shares") to the
following individuals and has reserved (the "S-8 Reserved Shares") an equivalent
number of shares to the following individuals:
Xxxx. Xxxxxxx 93,750
Xx. Xxxxxxx 93,750
Xxxxxx Xxxxxxx 46,875
Xxxxxxx Knotzsch 46,875
Harrysen Xxxxxxx 93,750
E. The Parties have determined that it is in the best interest of the Parties
mutually to rescind the Purchase Agreement and return the Parties to their
respective asset and common stock immediately positions prior to the
Transaction.
NOW, THEREFORE, in consideration of the above recitals and the mutual
benefits contained herein, the Parties agree as follows:
1. RESCISSION. The Purchase Agreement and all agreements entered into
by and among the Parties in connection therewith are hereby rescinded as of the
effective date thereof, are of no force or effect as if each of the same had
never been executed and delivered, and each of the Parties to this Agreement
will be restored to the position it was in immediately before each of such
agreements was executed, with respect to the Acquisition Shares, the Acquisition
Options, the S-8 Shares, and the Acquired Assets and Business in the manner and
on the terms set forth hereinbelow.
2. ACQUISITION SHARES; ACQUISITION OPTIONS; S-8 SHARES. Upon execution
of this Agreement by Xxxx. Xxxxxxx and Xx. Xxxxxxx, each of Xxxx. Xxxxxxx and
Xx. Xxxxxxx and, through them, each of the Shares Designees shall surrender to
the Company for cancellation certificates representing the Acquisition Shares
and the Acquisition Options and shall execute stock powers effecting same. Upon
the execution of this Agreement by Xxxx. Xxxxxxx and Xx. Xxxxxxx, each of Xxxx
Xxxxxxx and Xx. Xxxxxxx and, through them, each of the original issuees of the
S-8 Issued Shares shall surrender to the Company for cancellation certificates
representing S-8 Issued Shares that were owned of record or beneficially by
their original issuees as of August 10, 2004 (the "Remaining S-8 Issued
Shares"), and shall execute stock powers effecting same. Upon the execution of
this Agreement by Xxxx. Xxxxxxx and Xx. Xxxxxxx, all of the Acquisition Shares,
Acquisition Options, Remaining S-8 Issued Shares, and S-8 Reserved Shares shall
be deemed cancelled, as if the same had never been issued and the issuees and
grantees, respectively, shall not have any entitlements thereto. If any of the
stock certificates representing the Acquisition Shares or the shares acquired
through the exercise of the Acquisition Options shall have been lost, stolen or
destroyed, the Party claiming such certificates to be so lost, stolen or
destroyed shall make an affidavit of that fact and post a bond or other
collateral security in such reasonable amount as the Company may direct as
indemnity against any claim that may be made with respect to such certificate.
3. ACQUIRED ASSETS AND BUSINESS. Upon execution of this Agreement by
Xxxx. Xxxxxxx and Xx. Xxxxxxx and by an authorized officer of the Company, all
of the Acquired Assets and Business are deemed to be returned and transferred to
Xxxx. Xxxxxxx and Xx. Xxxxxxx. Any and all agreements with and obligations to
any and all third parties in respect thereof shall also be deemed amended hereby
to provide that Xxxx. Xxxxxxx and Xx. Xxxxxxx, or their designees who are not
otherwise affiliated with the Company, shall be substituted for the Company and
that all of such agreements and obligations will be deemed novated such that the
Company not be a party to any such agreements and will not be obligated
therefor. Such agreements and obligations shall be deemed to include, but not be
limited to, rescission and cancellation of any and all shares issued by the
Company from and after September 22, 2003, with the exceptions of the S-8 Issued
Shares (as the disposition and treatment of such shares are set forth in Section
2, above), the exception of the shares and options set forth hereinbelow:
Bauwert Development Gamma GMBH 200,000
BF Acquisition Group I Inc 1,200,000
Summit Partners Ltd 900,000
TPC Partner 900,000
Stormblast Capital 900,000
TPC Partner Option Agreement (dated June 15, 2004)
4. BOARD RESIGNATIONS. Effective as of the date of this Agreement, each
of Xxxx. Xxxxxxx and Xx. Xxxxxxx shall have resigned as an officer, employee, or
consultant of the Company and Xxxxxx Xxxxxxx (a Party through Xxxx. Xxxxxxx and
Xx. Xxxxxxx as a member of the Shares Designees) shall have resigned as an
officer, employee, or consultant of the Company and as a member of its Board of
Directors.
5. NO ASSIGNMENT. Each of the Parties to this Agreement represents and
warrants that he/she/it has not assigned or transferred or purported to assign
or transfer, voluntarily or involuntarily, or by operation of law, any matters
released pursuant to this Agreement or any portion of it, or any interest in the
Purchase Agreement or any agreements entered into in connection therewith. Xxxx.
Xxxxxxx and Xx. Xxxxxxx and, through them, each of the Shares Designees each
further represents and warrants that none of the Acquisition Shares or any
shares purchased through exercise of the Acquisition Options is subject to any
lien, claim, charge, encumbrance, pledge, security interest or claim of others.
6. SECTION 16 REPORTS. Each of Xxxx. Xxxxxxx, Xx. Xxxxxxx, and each of
the appropriate Shares Designees (with the exception of all affiliates of BF
Acquisition Group I., Inc.) shall amend any reports filed by each of them
pursuant to Section 16 of the Securities Exchange Act of 1934 to reflect the
return of their Acquisition Shares and Acquisition Options to the Company.
7. RELEASE BY XXXX. XXXXXXX AND XX. XXXXXXX. Each of Xxxx. Xxxxxxx and
Xx. Xxxxxxx and, through them, each of the Shares Designees (with the exception
of all affiliates of BF Acquisition Group I., Inc.; collectively, the "Releasing
Parties Group"), for themselves and for each of their administrators, assigns,
agents, heirs, attorneys, employees, executors and/or representatives releases
and discharges the Company and its past, present, and future affiliates,
divisions, parents, subsidiaries, predecessor and successor corporations,
directors, officers, administrators, partners, joint venturers, alleged alter
egos, agents, servants, employees, representatives, assigns,
successors-in-interest, predecessors-in-interest, attorneys and/or
representatives (collectively, the "Released Parties Group"), of and from any
and all claims, demands, causes of action, obligations, damages, debts, losses,
costs, expenses, attorneys' fees, liabilities and indemnities of any nature
whatsoever, whether known or unknown, whether past, present or future, whether
based on contract, tort, statute or other legal or equitable theory of recovery,
which as of the effective date of this Agreement, each member of the Releasing
Parties Group has, had, may cause to have or may claim against any member of the
Released Parties Group in any way arising out of, based on, connected with or
incidental to any debts, duties or liabilities concerning the Transaction, the
Purchase Agreement or any agreements executed in connection therewith.
Each member of the Releasing Parties Group understands and
acknowledges that, after execution of this Agreement, they may incur or suffer
loss, damage, or injury which is in some way caused by or related to the claims
released herein, but which is unknown or unanticipated at the time of the
execution of this Agreement. Further, there is a risk that loss or damage
presently known may be or become greater than they now expect or anticipate.
Each member of the Releasing Parties Group assumes such risks, and the releases
contained herein shall apply to all unknown and unanticipated results arising
from or relating to the claims released, as well as those known and anticipated.
Each member of the Releasing Parties Group hereby specifically waives the
benefit of the provisions of Section 1542 of the Civil Code of the State of
California, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
8. INDEMNIFICATION BY XXXX. XXXXXXX, XX. XXXXXXX, AND THE SHARES
DESIGNEES. Each of Xxxx. Xxxxxxx, Xx. Xxxxxxx, and, through them, each of the
Shares Designees (with the exception of all affiliates of BF Acquisition Group
I., Inc.) agrees to indemnify and hold the Company harmless from any loss, cost,
damage, expense (including attorneys' fees) or any liability therefore based
upon, in connection with, or arising out of this Agreement.
9. COVENANT NOT TO XXX BY XXXX. XXXXXXX, XX. XXXXXXX, AND THE SHARES
DESIGNEES. Each of Xxxx. Xxxxxxx, Xx. Xxxxxxx, and, through them, each of the
Shares Designees (with the exception of all affiliates of BF Acquisition Group
I., Inc.) covenants not to commence or maintain any action, whether at law or in
equity, for any damages, liability, cause of action, judgment or claims arising
out of or related to the Transaction, the Purchase Agreement or any agreements
executed in connection therewith, whether now existing or arising in the future,
against the Company. This covenant shall be binding upon, and inure to, the
benefit of the Parties, their successors and assigns.
10. CHOICE OF LAW. This Agreement will be enforced and governed and
construed by and in accordance with the laws of the State of California.
11. INTERPRETATION; ATTORNEY'S FEES. This Agreement shall not
constitute an admission of liability by any Party for any purpose, except as
otherwise provided herein. The Parties hereto have participated jointly in the
negotiation and drafting hereof; accordingly, no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship
hereof. In the event any Party to this Agreement brings any legal or equitable
action against any other Party to this Agreement to enforce or interpret any
provision of this Agreement, the prevailing Party, as determined in the court's
discretion, will be entitled to recover costs and attorneys fees in the
proceeding.
12. OTHER DOCUMENTS. Each Party will, from time to time, at the request of any
other Party to this Agreement, execute, acknowledge and deliver any other
documents or instruments and take any other actions as may be reasonably
required or requested to more effectively carry out the terms of this Agreement.
13. AMENDMENT. This Agreement may be amended only by the written agreement of
all of the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto execute this Agreement
upon the date first set forth above.
/s/ PROF. DR. XX. XXXX-XXXXXX XXXXXXX
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PROF. DR. XX. XXXX-XXXXXX XXXXXXX,
(individually and on behalf of the Shares Designees)
/s/ XX. XXXXX XXXXXXX
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XX. XXXXX XXXXXXX,
(individually and on behalf of the Shares Designees)
GLOBAL LIFE SCIENCE, INC.
By:/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
