PURCHASE AGREEMENT
This AGREEMENT (the Agreement) is entered into as of the 1st day of June 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 Xxxxxx Xxxxx
unincorporated individual domiciled in Rome, Italy to (Rossi`or `Seller")
Whereas Rossi is the inventor and sole owner of the patent application and all
rights to ""un extrait des alcaloides totaux su STRYCHNOS" an anti-malarial drug
under Italian patent application no To 98A 000181 to be known as "Strychnos".
Whereas Millenia is desirous to purchase "Strychnos" 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 Rossi has agreed to sell all of the above rights and any other
rights, commercial or non-commercial, in "Strychnos" to Millenia for
$307,500 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 $307,500 US is full and final
payment for all rights to "Strychnos".
2. Seller hereby absolutely and unconditionally represents and warrants
that there are no debts, liens or charges attached to " Strychnos"
whether via lien or accounts payable and that he will personally
indemnify the corporation should such debts or liens or charges arise.
That seller is the sole owner of the property being sold.
3. That Rossi has designated Pierre and Finance of Geneva, Switzerland to
be his escrow Agent in this transaction.
4. That pursuant to the signing of this contract Rossi will transfer all
rights as indicated above to Millenia subject to the payment price
being received by his fiduciary agent as outlined below.
5. That as an integral part of this agreement Rossi agrees not to attempt
to duplicate, copy, replicate or through any sort of chemical or
biological means recreate a product similar in usage or one that serves
a like purpose to "Strychnos" except at the specific behest of Millenia
for a period of 15 years from the date of the signing of this
agreement.
6. That it is agreed that Millenia has already paid $57,500 US towards the
costs of patent applications for Strychnos and that, therefore, the
balance due will be $250,000 US payable at any time over the next three
years. The outstanding balance shall bear no interest.
7. 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.
8. No waiver of any provision of, or any breach or default of the
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 a similar
nature.
9. The validity or unenforceability of any particular provision of this
Agreement shall not affect the other provicions hereof, and this
Agreement shall be constructed in all respects as if such invalid or
unenforceable provisions were omitted
10. Each party to this Agreement will, at the request of the other, execute
and deliver to such other party all further endorsements and documents
as such other party or shall reasonably request in order to consummate
and perfect the transaction contemplated by this Agreement.
11. This Agreement may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement binding on all
parties hereto.
12. Any notice of other communication permitted or required to be given
hereunder shall be deemed to have been 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 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
Xxxxxx Xxxxx
By:______________________
Name: Xxxxxx Xxxxx
