Exhibit 10 - Asset Purchase Agreement
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, made as of December 1, 2004, by and between Advanced
Plant Pharmaceuticals, Inc., a Delaware Corporation, with principal offices at
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as the
"Seller") and Mazal Plant Pharmaceutical Inc., a Delaware Corporation, with
principal offices at 00 xxxx 00xx Xxxxxx X.X X.X (hereinafter referred to as
the "Purchaser").
WITNESSETH:
WHEREAS, the Purchaser is engaged in the business of developing, testing,
manufacturing and selling plant based pharmaceuticals, and is desirous of
purchasing assets which pertains to the business of the Purchaser;
WHEREAS, the Seller has developed plant based compositions designed to treat
elevated cholesterol, a plant based composition designed to treat leukemia and
a plant based composition designed to treat Alzheimer's disease (hereinafter
referred as "Three Pharmaceuticals"). The Seller has also developed a method
for producing said plant compositions into a drug form;
WHEREAS, the Purchaser is desirous of manufacturing, distributing and selling
the above THREE PHARMACEUTICALS in any country where it is approved for sale by
the respective governmental drug and other regulatory agencies;
NOW, THEREFORE, in consideration of the covenants and agreements hereafter set
forth, and other valuable consideration, the receipt, and sufficiency of which
hereby are acknowledged, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSET
1.1 Purchase and Sale. Subject to the provisions of this Agreement, the Seller
shall sell, convey, transfer, assign and deliver to Purchaser, by appropriate
instruments in form satisfactory to Purchaser, and Purchaser shall purchase and
accept, for the consideration hereinafter provided, above THREE PHARMACEUTICALS
and the appurtenant property rights of the Seller described herein, specifically
including, but without Limitation, the following:
(a) all rights owned, held or enjoyed by the Seller relating to or connected
with developing, manufacturing and distributing above THREE PHARMACEUTICALS as
pharmaceutical drugs (specifically, the rights for distributing "LOCHOL" as a
nutritional supplement remain with the seller) including, but not be limited to,
the complete underlying dossier and supporting documentation, studies and tests,
formulations, manufacturing processes, drug delivery methodologies and technical
processes;
(b) all patents, Food and Drug Administration ("FDA") and other United States
and foreign governmental drug safety and efficacy approvals, approvals or
licenses of any kind relating to above THREE PHARMACEUTICALS, trademarks (either
registered or at common), service marks (either registered or at common) trade
names, service names, labels and copyrights, and all registrations and
applications worldwide related to above THREE PHARMACEUTICALS, and all technical
processes, compilations, formulations, formulas, recipes and/or other such
information related to or connected with the development, testing,
manufacturing, packaging or repackaging or selling of above THREE
PHARMACEUTICALS which is owned by the Seller (collectively hereinafter referred
to as "Intellectual Property Rights");
(c) copies of all books and records of the Seller relating to studies, trade
secrets, technical information, development, manufacture, distribution and
goodwill, if any, of above THREE PHARMACEUTICALS;
(d) the exclusive rights to the manufacturing process used to make the above
THREE PHARMACEUTICALS for the use of manufacturing any other pharmaceutical
compounds or compositions excluding the rights to manufacture any
pharmaceuticals that were previously given to AMAZON BIOTECH INC. and excluding
the rights to manufacture nutritional products that are not marketed as
pharmaceutical drugs; and
(e) any and all other property rights of the Seller, of any kind, character and
description, whether tangible or intangible, which are appurtenant to the
ownership of above THREE PHARMACEUTICALS.
1.2 Purchase Price.
(a) The aggregate purchase price ("Purchase Price") of above THREE
PHARMACEUTICALS shall be seven million (7,000,000) shares of common stock of
Mazal Plant Pharmaceutical, Inc., $.0001 par value ("MPPI shares").
The Purchase Price shall be paid as follows: (a) simultaneously with the
execution of this Agreement, the Purchaser shall issue to Seller seven million
(7,000,000) MPPI shares; (b) the Purchaser agrees to pay to the Seller a royalty
of two cents ($0.02) for each bottle sold of the above THREE PHARMACEUTICALS
that the Purchaser sells for the use of the Sellers processing and manufacturing
technology ("Royalty Payments"). The Purchaser shall pay all Royalty payments to
the Seller on a quarterly basis; and (c) the Purchaser agrees to pay fifty
thousand dollars ($50,000) to the buyer towards the cost of the study conducted
by CRL Clinical Research Laboratories Inc New Jersey 140 patient Double Blind on
the effect of LOCHOL on cholesterol levels.
ARTICLE 2
CLOSINGS
2.1 There has been or shall be delivered, as the case may be, to Purchaser:
(i) Certificates of Title to above THREE PHARMACEUTICALS
(ii) An Assignment to Purchaser of ownership of any patents, copyrights and all
registrations and applications worldwide for above THREE PHARMACEUTICALS;
(iii) All applicable assignments, material consents and other conveyance
documents, including a Xxxx of Sale and General Assignment Agreement each in
form substantially similar to that attached hereto as Exhibits A and B with
respect to above THREE PHARMACEUTICALS;
(iv) Express written consents and approvals to the transfer to Purchaser the
rights to above THREE PHARMACEUTICALS as contemplated hereby by all applicable
governmental drug and other regulatory agencies worldwide, and all other
consents or approvals required to effectuate the transaction contemplated
hereby, in form reasonably satisfactory to Purchaser's counsel: and To have and
to hold the same unto Assignee and its assigns forever.
This agreement supercedes all previous agreements made between the "seller" and
the "purchaser"
The Asset Purchase Agreement and all of the terms, conditions, representations,
warranties and covenants therein and the schedules and exhibits thereto, are
incorporated into this General Assignment by reference as if same were set forth
herein.
Any provision of this assignment which may be unenforceable or invalid under any
law shall be ineffective to the extent of such unenforceability or invalidity
without affecting the enforceability or validity of any other provision hereof.
IN WITNESS WHEREOF, Seller has caused these presents to be signed in his name on
this 1st day of December, 2004
Advanced Plant Pharmaceuticals, Inc. Mazal Plant Pharmaceuticals
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx
President President
