PURCHASE AGREEMENT
This AGREEMENT (the Agreement) is entered into as of the 7th day of January 1998
by and among, Millenia Hope Inc., incorporated under the laws of the State of
Delaware, United States of America and domiciled at 000 Xxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxxxxx, XXX ("Millenia" or "Purchaser") and Xxxxxxxx Xxxxxxxx Xxxxx
and Xxxxxx Xxxxx unincorporated individuals domiciled in Rome Italy (`Xxxxx and
Rossi" or "Seller".
Whereas Xxxxx and Xxxxx are the inventors and co-owners of the patent and all
rights to ""Vocamine en tant qu`agent anti-paludeen contenant de la voacamine
"an anti-malarial drug under Italian patent no To 98A 000264.
Whereas Millenia is desirous to purchase "Vocamine en tant qu`agent
anti-paludeen contenant de la voacamine"including but not exclusive of
intellectual rights, patents, patent applications, PCT applications and their
derivatives, priority rights, rights of commerce etc.
Now therefore, in consideration of the covenants and agreements herein
contained, the parties agree as follows:
1. That Xxxxx and Xxxxx has agreed to sell all of the above rights and any
other rights, commercial or non-commercial, in "Vocamine en tant qu'agent
anti-paludeen contenant de la voacamine " to Milenia for $745,000 US. This
price will include any and all research and development costs, patent
costs, costs of registration of rights, commercial and non-commercial,
legal fees or other professional fees etc. It is agreed by both parties
that the above list is not exclusionary and that the payment of $745.000 US
is full and final payment for all rights to "Vocamine en tant qu'agent
anti-paludeen contenant de la voacamine`.
2. Seller hereby absolutely and unconditionally represnts and warrants that
there are no debts, liens or charges attached to "Vocamine en tant
qu`agent-paludeen contenant de la vocamine" whether via lien or accounts
payable and that they will personally indemnify the corporation should such
debts , liens or charges arise. That seller is the sole owner of the
property being sold..
3. That Xxxxx and Xxxxx has designated Pierre and Finance of Geneva,
Switzerland tobe their escrow agent in this transaction.
4. That pursuant to the signing of this contract Xxxxx and Xxxxx will transfer
all rights as indicated above to Millenia subject to the full payment price
being received by their escrow agent.
5. That as integral part of this agreement Xxxxx and Rossi agree not to
attempt to duplicate, copy, replicate or through any sort od chemical or
biological means recreate a product similar in usage or one that serves a
like purpose to "Vocamine en tant qu'agent anti-paludeen contant de la
vocamine" except at the specific behest of Millenia for a period of 15
years from the date of the signing of this agreement.
6. This Agreement contains the entire understanding of the parties hereto with
respect to the subject matter herein contained and no amendment or
modification of this Agreement shall be valid unless expressed in a written
instrument executed by the parties hereto or their respective successors.
This Agreement supersedes all prior written or verbal agreements or
understandings between Seller and Purchaser.
7. No waiver of any provision of, or any breach or default of this Agreement,
shall be considered valid unless in writing and signed by the party giving
such waiver, and no waiver shall be deemed a waiver of any other provision
or any subsequent breach or default of similar nature.
8. Tha validity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be constructed in all respects as if such invalid or unenforceable
provisions were omitted.
9. Each party to this Agreement will, at the request of the other, execute and
deliver to such other party all further endorsements and documents and
documents as such other party or shall reasonably request in order to
consummate and perfect the transactions contemplated by this Agreement.
10. This Agreement may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement binding on all
parties hereto.
11. Any notice of other communication permitted or required to be given
hereunder shall be writing and shall be given upon (i) mailing by first
class registered mail or certified mail, return receipt requested and
postage prepaid, (ii) personal delivery, (iii) delivery by Federal Express
or other overnight courier or (iv) delivery by telefax (with a copy sent by
any one of the other three methods specified above), in each case addressed
to the parties as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Millenia Hope Inc.
By:___________________________________
Name: Xxxxxxx Xxxxxx
Title:President
Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxx
By:___________________________________ By:____________________
Name : Xxxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxx
