REVOCATION OF ASSIGNMENT
EXHIBIT
10.15
THIS
REVOCATION (the “Revocation of Assignment”) to the ASSIGNMENT AGREEMENT (the
“Assignment”) is effective as of the 1st
day of
June 2005 (“Effective Date”) by and between FIRST COVENTRY CORPORATION, a
Delaware corporation having offices at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
XX
00000 (“FIRST
COVENTRY”),
and
PATHOGENICS CORPORATION, a Delaware corporation having offices at 00 Xxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“PATHOGENICS”).
WHEREAS,
on May 25, 2005 PATHOGENICS entered into a certain license agreement for
Chloroquine patents and patent applications between PATHOGENICS (as exclusive,
worldwide Licensee) and Alpha Research Group, LLC and Xxxx X. Xxxxxx
(collectively, the Licensors), a copy of which is attached hereto as Exhibit
A
(“License Agreement”);
WHEREAS,
on May 25, 2005 the PATHOGENICS board of directors resolved by unanimous written
consent of its disinterested directors to purchase three-thousand (3,000) shares
representing one-hundred percent (100%) of the authorized common stock (the
Shares) of FIRST COVENTRY, a copy of which is attached hereto as Exhibit B
(“Unanimous Consent”);
WHEREAS,
on May 25, 2005 pursuant to the Unanimous Consent PATHOGENICS issued a note
and
security agreement in the amount of $20,000 at 8% APR to Xxxxxxx X. Xxxxxx
and
Xxxxxxx X. Xxxxx, which grants a security interest in the Shares, a copy of
which is attached hereto as Exhibit C (“Note and Security
Agreement”);
WHEREAS,
on May 25, 2005 PATHOGENICS Assigned to FIRST COVENTRY all of PATHOGENICS’
rights and obligations under the License Agreement against its receipt of the
Shares, a copy of which is attached hereto as Exhibit D (“Assignment”). The
Unanimous Consent, the Investment Agreement, and the Note and Security Agreement
are silent as to the nature of the consideration PATHOGENICS conveys to FIRST
COVENTRY in return for the Shares. Accordingly, PATHOGENICS and FIRST COVENTRY
both desire to revoke the Assignment as consideration for the Shares of FIRST
COVENTRY, and substitute in its place $20,000 worth of shares of common stock
of
PATHOGENICS in consideration for the Shares of FIRST COVENTRY;
WHEREAS,
on June 1, 2005 pursuant to the Unanimous Consent PATHOGENICS entered into
the
Investment Agreement with FIRST COVENTRY, thereby buying the Shares and making
FIRST COVENTRY the wholly owned subsidiary of PATHOGENICS, a copy of which
is
attached hereto as Exhibit E. The Investment Agreement requires that PATHOGENICS
acquire the Shares for its own account and for investment purposes only, within
the meaning of the Securities Act of 1933 (the Act), with no intention of
assigning any participation or interest therein, and not with a view to the
distribution thereof. Furthermore, PATHOGENICS may not transfer or assign its
rights under the Investment Agreement, and that the assignment and
transferability of the Shares is restricted. As a result, PATHOGENICS’ granting
of a security interest in the Shares by the Note and Security Agreement was
ineffective. Accordingly, PATHOGENICS and FIRST COVENTRY both desire to amend
the Investment Agreement to allow PATHOGENICS to freely grant a security
interest in the Shares, and give full force and effect to the granting of a
security interest in the Shares by the Note and Security Agreement;
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NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements hereinafter set forth, and for other good and valuable
consideration described below, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. FIRST
COVENTRY and PATHOGENICS hereby revoke, rescind and cancel the Assignment to
FIRST COVENTRY of all of PATHOGENICS’ rights and obligations under the License
Agreement thereby restoring the Parties to their pre-Assignment status.
2. FIRST
COVENTRY hereby assigns, transfers, conveys and relinquishes exclusively to
PATHOGENICS, its lawful successors and assigns, all of FIRST COVENTRY’s rights
and obligations under the Assignment and License Agreement.
3. PATHOGENICS
assumes, and agrees to pay and perform, all unperformed obligations of FIRST
COVENTRY under the Assignment and License Agreement. PATHOGENICS agrees that
by
executing and delivering this Agreement PATHOGENICS shall become the sole
existing party amongst them to the License Agreement and agrees to be bound
by
all of the terms and provisions of the License Agreement.
4. In
furtherance of this Agreement, FIRST COVENTRY hereby acknowledges that, from
the
Effective Date forward, PATHOGENICS has succeeded to all of FIRST COVENTRY’s
rights, obligations, title, and standing in relation to the License Agreement,
to institute and prosecute all suits and proceedings, to take all actions that
PATHOGENICS, in its sole discretion, may deem necessary or proper to collect,
assert, or enforce any claim, right, or title of any kind under the License
Agreement, whether arising before or after the Effective Date, to defend and
compromise any and all such actions, suits, or proceedings relating to such
transferred and assigned rights, title, interest, and benefits, and to do all
other such acts and things in relation thereto as PATHOGENICS in its sole
discretion deems advisable.
5. FIRST
COVENTRY and PATHOGENICS agree to amend the Investment Agreement to allow
PATHOGENICS’ grant of a security interest in the Shares in accordance with the
terms of the Note and Security Agreement, and allow their unrestricted
assignment or transfer in the event of PATHOGENICS’ default thereon, a copy of
which is attached hereto as Exhibit F (the “First Amendment to the Investment
Agreement”).
6. PATHOGENICS
agrees to amend the Investment Agreement to instruct its transfer agent on
the
first anniversary of the effective date of the Investment Agreement, June 1,
2006, to issue FIRST COVENTRY $20,000 worth of its common stock, the value
of
which is attributed by the Parties to be $0.029 per share on the effective
date
of the Investment Agreement, June 1, 2005, for a total of 689,655 shares of
the
PATHOGENICS’ common stock, together with an appropriate instruction and opinion
of counsel directing the delivery of these shares of common stock without any
restrictive legends pursuant to Rule 144 under the 1933 Act.
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7. FIRST
COVENTRY represents and warrants that, to the best of FIRST COVENTRY’s
knowledge, upon consummation of this Agreement, PATHOGENICS shall have good
and
marketable title to the License Agreement, free and clear of any and all liens,
mortgages, encumbrances, pledges, security interests, licenses, or charges
of
any nature whatsoever.
8. This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
together with their respective legal representatives, successors and
assigns.
9. This
Agreement shall be governed by and construed in accordance with the laws of
the
Commonwealth of Massachusetts (excluding conflicts of law rules) and of the
United States of America.
10. This
Agreement merges and supersedes all prior and contemporaneous agreements,
assurances, representations, and communications between or among the parties
hereto concerning the matters set forth herein.
11. If
a
dispute arises out of or relates to this Agreement, or a breach thereof, and
if
the dispute cannot be settled through negotiation, the parties agree to first
try in good faith to settle the dispute by mediation administered by the
American Arbitration Association under its Commercial Mediation Rules before
resorting to arbitration, litigation, or some other dispute resolution
procedure.
12. Any
claim
or controversy arising out of or relating to this Agreement, or the breach
thereof, that cannot be settled through mediation shall be settled by
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment o the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first written below.
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FIRST
COVENTRY CORPORATION
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By:
/s/
Xxxxxxxx X. Xxxxx
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By:
/s/
Xxxxxxxx X. Xxxxx
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Name:
Xxxxxxxx X. Xxxxx, Esq.
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Name:
Xxxxxxxx X. Xxxxx, Esq.
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Title:
President & CEO
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Title:
President & CEO
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Date:
March 20, 2006
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Date:
March 20, 2006
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