Exhibit 10.1
Form 10-KSB, 2001
Viral Genetics, Inc.
File No. 000-26875
ASSIGNMENT OF PATENT
AGREEMENT made this 1st day of August 1995, by and between THERAPEUTIC GENETICS,
INC., a California corporation ("ASSIGNOR") and VIRAL GENETICS, INC., a
California corporation ("ASSIGNEE").
Recital
1. Assignor is the owner of the patent to TNP, a protein for the cure of
AIDS and other autoimmune diseases ("Patent").
Assignment
2. Assignor hereby sells, assigns, and transfers to Assignee, all of
Assignor's right, title and interest in and to the Patent, in return for the sum
of $5 million and 5 percent of gross sales for the duration of the patent,
effective on the date the Patent is issued.
Representations and Warranties of Assignor
3. Assignor hereby covenants, warrants, and represents to Assignee that:
(a) Assignor is the sole owner of and has the exclusive right to use
the Patent, free and clear of any liens, encumbrances, licenses,
or claims of any nature, and has made no agreement with respect
to the Patent that is in conflict with this Agreement;
(b) Except as specified in Paragraph 1 of this Agreement, no other
registration relating to the protein has been made;
(c) Assignor agrees to authorize and direct its officers to make and
execute any instrument and perform any legal act that Assignee
may deem necessary to secure the Patent.
(d) Each of the covenants contained in this paragraph 3 shall be
deemed to be a separate covenant, representation, and warranty.
AGREED TO AND EXECUTED BY THE PARTIES at South Pasadena.
Effective on August 1, 1995.
ASSIGNOR: ASSIGNEE;
THERAPEUTIC GENETICS, INC. VIRAL GENETICS, INC.
By /s/ Xxxx Xxxxxxxxx By /s/ Xxxx Xxxxxxxxx
President President
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