EXHIBIT 10.18
NATIONAL BOSTON MEDICAL, INC.
00 XXXXXXX XXXXX XXXXXX-XXXXX 0-XXXXXXX, XXXXXXXXXXXXX 00000
Friday, November 07, 1997
EXCLUSIVITY AGREEMENT
This exclusivity agreement exists between National Boston Medical, Inc. and
South Atlantic Industries, Inc.
1. National Boston Medical, Inc. has the exclusive and sole right to
market ViraShield and the ViraShield Formula, make-up and composition
worldwide.
2. The rights granted exist for a period of 100 years, renewable at the
option of National Boston Medical, Inc. providing They meet the
minimum requirements described herein.
3. The rights for ViraShield exist in present form until January 2, 1998.
Beginning on January 2, 1998 and each quarter thereafter for the
length of this contract National Boston Medical, Inc. agrees to
purchase a minimum of $7,500 in bag-in-the-box unit of ViraShield
product each quarter.
4. South Atlantic Industries, Inc. agrees to withhold disclosure of all
National Boston Medical, Inc. customers to all parties other than
officers of National Boston Medical, Inc.
5. South Atlantic Industries, Inc. agrees not to sell or market the
ViraShiled product to nay entity other than National Boston Medical,
Inc.
6. No additional restrictions or encumbrances exist to this agreement.
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx Xxxxx
----------------------- ---------------------
Xxxxx X. Xxxxxxx Xxxxx Xxxxx
National Boston Medical South Atlantic Industries
AFFIDAVIT
STATUS OF ALLEGED NON-COMPETE AGREEMENT
I, Xxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxx of South Atlantic Industries of
Greenville, South Carlina, under the pains and penalties of perjury herewith
declare:
A. That the so rumored non-compete agreement in question is
between Xxxx Xxxxx or any Affiliation thereof and Xxxxx
Xxxxx, his sons, or any affiliation thereof.
B. That there are no non-compete agreements, nor have there
ever been any non-compete agreements between South Atlantic
Industries, Xxxxx Xxxxx or his sons Xxxxxxx Xxxxx or
Xxxxxxx Xxxxx, and Xxxx Xxxxx, Genomic Actives, American
Medical Research, or any affiliations of Xxxx Xxxxx and or
any company that he is affiliated with in any fashion.
C. That there has never been a non-compete agreement between
South Atlantic Industries, or any owner or manager of South
Atlantic Industries, and any other person or entity for the
product now known as VIRUSHIELD, formerly Virashield, or
any part product of the same formulation or chemical
composition as VIRUSHIELD or ViraShield.
D. That I, we, certify South Atlantic Industries has the
unencumbered right to manufacture the VIRUSHIELD (formally
ViraShield) formula, composition and make-up.
E. That I, we, South Atlantic Industries, are not violating
any legal parameters in manufacturing of VIRUSHIELD
(formally ViraShield).
F. That I, we, fully agree to the above statements in their
entirety under the pains and penalties of perjury.
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
------------------ ----------------- ------------------
Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx
3-3-98 3-3-98 3-2-98
Date Date Date
AGREEMENT
ASSIGNMENT OF RIGHTS
PARTIES: NATIONAL BOSTON MEDICAL INC.
XXXXXXX, XX 00000
XXXXX XXXXX XXXXX AND SOUTH ATLANTIC
INDUSTRIES INC. (SAI INC)
GREENVILLE, SOUTH CAROLINA
SUBJECT: VIRUSHIELD PRODUCT ANTI-MICROBIAL CREAM
Now come the above parties and agree to the following:
In consideration of the total purchases of $259,710.24 of the subject cream
"product" and in consideration of the purchase of pre-existing current inventory
of barrier cream "product" (bag in the box) of 8,760 units @ $8.00 per unit by
National Boston Medical Inc., South Atlantic Industries Inc. and Xxxxx Xxxxx
Perry, herewith agrees to assign, transfer, grant, provide, any and all rights
that South Atlantic Industries Inc. and Xxxxx Xxxxx Xxxxx have in the above
product including, but not limited to, patent rights, applications,
(App.#09/022,241 filed 2-11-98 anti-microbial barrier composition, preliminary
class: 424) formulations, methods of compilation, etc...to National Boston
Medical, Inc.
It is agreed between the parties that National Boston Medical Inc. has made
prior purchases of "product" totaling $92,130.24. National Boston Medical Inc.
has agreed to the purchase of the 8760 units @ $8.00 per unit totaling
$70,080.00 in product of which ________________________
ASSIGNMENT
South Atlantic Industries Inc. and Xxxxx Xxxxx Perry herewith assign any
and all proprietary rights, including formulas and formulations thereof that
they have in the "product" known as Virushield and more particularly described
as an antimicrobial barrier composition. Included in said assignment is all
rights of South Atlantic Industries Inc. and Xxxxx Xxxxx Xxxxx to the patent of
the "product" (App.#09/022,241 filed 2-11-98 anti-microbial barrier composition,
preliminary class: 424).
South Atlantic Industries Inc. and Xxxxx Xxxxx Perry herewith certify that
they have sole and exclusive right to the above "product".
All of the above is herewith assigned to National Boston Medical Inc.
without conditions. South Atlantic Industries Inc. and Xxxxx Xxxxx Xxxxx, by
their actions and the actions of their officers and individually, certify that
they have taken all necessary legal steps to so assign. No prior assignments or
liens pre-exist this assignment to National Boston Medical Inc.
South Atlantic Industries Inc.
/s/ By: /s/ Xxxxx X. Xxxxx, President
Witness to All
/s/ Xxxxx Xxxxx Xxxxx
Xxxxx Xxxxx Xxxxx
SOUTH ATLANTIC INDUSTRIES, INC.
00 XXXXXX XXXXX XXXXXX
XXXXXXXXXX, XX 00000
(000) 000-0000 Fax (000) 000-0000
National Boston Medical Inc.
00 Xxxxxxx Xxxxx Xx.
Xxxxx 0
Xxxxxxx, XX 00000
Gentlemen:
National Boston Medical, Inc. has the exclusive and sole right to sell and
market ViraShield in the world wide market.
Also South Atlantic Industries, Inc. guarantees that it has the right to
manufacture and sell ViraShield.
Yours very truly,
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President
