PATENT ASSIGNMENT AGREEMENT
Exhibit 10.1
THIS PATENT ASSIGNMENT AGREEMENT (the “Agreement”) is signed by the following Parties and is effective as of 7th July, 2017 (the “Effective Date”):
1.
Zhengda Gene Life Science Shares Limited (“ZHENGDA”), a company incorporated in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China (the “PRC”) with its registered address at Xxxx 00, 0/X., Xxxxxx Xxx Xxxxx, Xx. 00 Xxxx Xxx Road, Kowloon, Hong Kong.
2.
Medisun Precision Medicine Ltd. (“MPM”), a Xxxxxxxx Islands Corporation with its registered address at Trust Company Complex, Ajeltake Road, Majuro, Xxxxxxxx Islands MH96960.
ARTICLE 1 – BACKGROUND
1.1
ZHENGDA hereby warrants and confirms that it is the sole beneficial owner of certain patent rights (the “Patent Rights”) applied for registration in the State Intellectual Property Office of the PRC (patent application number: 201610218242) in relation to isolation and culture method for primary mice or rat skeletal muscle cells. A description of the Patent Rights is attached as Appendix A to this Agreement. ZHENGDA has the right to sell, assign and transfer said Patent Rights. It is hereby further warranted and confirmed by ZHENGDA that it has obtained all necessary consents, permits and approvals to acquire the Patent Rights, and now sells, assigns and transfers the Patent Rights, and to the best information, knowledge and belief of ZHENGDA, there is no litigation or dispute over the Patent Rights, and it is not aware that the application would be likely to be refused by the State Intellectual Property Office of the PRC.
1.2
ZHENGDA is willing to sell, assign and transfer said Patent Rights to MPM, subject to the terms and conditions of this Agreement.
1.3
In consideration of the premises and the mutual covenants contained in this Agreement, ZHENGDA and MPM (hereinafter the “Parties” or singularly a “Party”) agree to the terms of this Agreement.
ARTICLE 2 – ASSIGNMENT
2.1
Subject to the terms and conditions of this Agreement, ZHENGDA hereby sells, assigns and transfers irrevocably unto MPM, its successors and assigns, the entire interest in the said Patent Rights and all associated rights. For the Patent Rights assigned hereunder, MPM shall issue and allot 15,000,000 of its new shares of common stock to ZHENGDA as consideration.
ARTICLE 3 – CLOSING
3.1
Closing of this Agreement shall take place on the Effective Date (the “Closing Date”) and immediately after the signing of this Agreement by the Parties, in which the following matters shall be transacted:
3.1.1
issue and allot 15,000,000 new shares of common stock of MPM to ZHENGDA; and
3.1.2
arrange to issue a share certificate of MPM to ZHENGDA certifying that ZHENGDA is the holder of the said 15,000,000 new shares of common stock.
3.2
As soon as practicable after the Closing Date, the Parties shall use their best endeavor to procure that the legal and beneficial ownership of the Patent Rights be transferred or assigned to MPM, and the Parties shall execute all such documents and conduct all such actions which are necessary to bring into effect of such transfer or assignment. All the costs of such transfer or assignment shall be borne equally between the Parties, unless otherwise agreed by the Parties.
3.3
ZHENGDA shall use its best endeavour to assist and provide all such necessary assistance required by MPM to complete the registration of the Patent Rights at the State Intellectual Property Office of the PRC at its own costs. The obligation under this paragraph as well as the warranty in paragraph 1.1 shall survive upon closing of this Agreement.
ARTICLE 4 – GENERAL
4.1
Unless with the written consent of the other party, the obligations or rights of this Agreement cannot be modified or transferred.
4.2
This Agreement supersedes all prior agreements between the parties who recognize that any claim shall be made in respect of this Agreement. Any modifications to this Agreement need to be in writing and signed by the Parties to become effective.
4.3
This Agreement may be signed in any number of ways by the parties separately, and signed and sent by email to the other party, be deemed an original, and all separately signed documents (including some sent by email) should form the basis of this Agreement. There shall be three copies of this Agreement, with MPM holding two and ZHENGDA holding one.
4.4
Except where otherwise specified, time is of the essence for this Agreement.
4.5
Unless the other party agrees or disclosure is required by law, regulation or in response to a valid order of a court, no party shall disclose confidential information (including but not limited to financial information, company and customer data). For avoidance of doubt, it is acknowledged by the Parties that MPM is a public company whose shares have been listed for trading on the OTC Markets in the United States of America, and hence MPM shall be permitted to make all such disclosures or announcements which are necessary or required under the applicable laws and regulations.
4.6
If any jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, it would not affect the legitimacy of the other provisions, validity or enforceability.
4.7
The parties to this Agreement have been advised to obtain independent professional advice.
4.8
Costs and expenses associated with the transfer of the Patent Rights shall be borne by the respective Parties unless otherwise agreed.
4.9
This Agreement shall be governed by and construed in accordance with the PRC law and the Parties to the Agreement have agreed to have non-exclusive jurisdiction of the courts of the PRC.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective authorized signatories as of the date first indicated above.
MEDISUN PRECISION MEDICINE LTD.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
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ZHENGDA’S SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective authorized signatories as of the date first indicated above.
ZHENGDA GENE LIFE SCIENCE SHARES LIMITED
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
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Appendix A
Description of the Patent Rights
