AGREEMENT RE CONSIDERATION FOR LICENSING OF PATENT
AGREEMENT
RE CONSIDERATION FOR LICENSING OF PATENT
THIS
AGREEMENT is made and entered into as of this the 30th day of
January, 2009, by and between IMMUNOTECH LABORATORIES, INC., a Nevada
corporation ( “Immunotech”), XXXXX ZHABILOV and XXX XXXXXXX.
W I T N E
S S E T H:
WHEREAS,
by a separate agreement, The Zhabilov Trust has exclusively licensed to
Immunotech and Immunotech wishes to exclusively license from The Zhabilov Trust
all of The Zhabilov Trust's rights under patents, patent applications and
know-how (including U.S. Patent and Trademark Office serial number
11/177,427 filed on 7/11/2005/Xxxxx & Xxxxxx LLP’s Docket
Number 06-16256/ US Patent Application 20060104992 dated May 18, 2006
that Inventor Xxxxx X. Zhabilov, together with his wife Xxxxx
Zhabilov, had assigned on July 18, 2006 to The Zhabilov Trust) related to IPF
specific to the HIV/AIDS
treatment ONLY; and
NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, it is hereby agreed as follows: In
consideration of the exclusive license granted herein and the transfer of
ownership of the Transferred Assets, Immunotech shall pay the following
amounts:
Concurrently with execution hereof,
Immunotech shall transfer a 49% interest in Immunotech to XXXXX ZHABILOV and a
49% interest in Immunotech to XXX XXXXXXX.
On or Before December 31, 2009,
Immunotech shall pay to XXXXX ZHABILOV
the sum
of Seven Hundred and Seventy Five Thousand United States Dollars (US$ 775,000)
by cashier check in immediately available funds, and Immunotech shall pay to XXX
XXXXXXX the sum of Seven Hundred and Seventy Five Thousand United States Dollars
(US$ 775,000) by cashier check in immediately available funds,. Such amount
shall be non-refundable and non-creditable, and shall not be subject to any
counterclaim or set-off.
Additionally, Immunotech will
transfer 98% ownership of all authorized common shares and preferred shares to
both XXXXX ZHABILOV and XXX XXXXXXX collectively. XXXXX ZHABILOV and XXX XXXXXXX
as majority shareholders and members of the board of directors, shall have the
full right, and ownership of these shares and authority to issue from authorized
shares both common shares and preferred shares per company’s operational
requirements.
Upon
Immunotech generating revenue from any kind of contractual agreement, i.e.
milestone payments, patent licensing/sublicensing, royalties earned, Immunotech
shall pay a five percent (5%) royalty on the amount of aggregate worldwide gross
revenue, to be paid one-half to XXXXX ZHABILOV and one-half to XXX
XXXXXXX.
000 Xxxx
Xxxxxxx Xx. Xxxxxxxx, XX 00000
Phone
(000) 000 0000 * Fax (000) 000-0000
xxx.xxxxxxxxxxxxxx.xxx
This
agreement is irrevocable and can not be reversed or changed without the strict
written agreement of both Xxxxx X. Zhabilov and Xxx X. Xxxxxxx. Furthermore this
agreement will be rendered void and all licensing rights will be reversed and
terminated if any of this agreement’s conditions are not met.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.
By: Xxx
X. Xxxxxxx
|
/s/
Xxx X. Xxxxxxx
|
/s/
Xxxxx Zhabilov
|
/s/
Xxx Xxxxxxx
|
||
|
Chairman
of the Board of Directors
|
XXXXX
ZHABILOV
|
XXX
XXXXXXX
|
