THIS AGREEMENT effective as of the 29th day of June, 1983, by and between
Xx. Xxxxxxxxx X. Xxxxxxxxx ("Xx. Xxxxxxxxx") having an address at 0 Xxxxxxx XX,
Xxxxxxx Texas, and Xxxxxxxxx Research Institute, Inc. (the "Company") having its
principal place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx.
WHEREAS, Xx. Xxxxxxxxx has developed a new drug called antineoplaston as
the same as described in U.S. Patent Application Serial No. 330, 383
("Antineoplaston") and a testing procedure to diagnose cancer and evaluate the
progress of cancer therapy as the same is described in U.S. Patent Application
Serial No. 345,291 (the "Testing Procedure"); and
WHEREAS, Xx. Xxxxxxxxx has filed Patent Applications in the United States
and in Canada for Antineoplaston and in the United States for the Testing
Procedure to diagnose cancer as described above; and
WHEREAS, the Company is desirous of obtaining an exclusive license to make,
use, distribute, and otherwise exploit Antineoplaston and the Testing Procedure
in the United States, Canada and Mexico.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
1. For purposes of this Agreement, "Licensed Rights" shall mean the patent
applications and any subsequently issued patents for Antineoplaston and the
Testing Procedure including divisions, continuations and continuations-in-part
of these patent applications and patents issued in the United States, Canada or
Mexico and any reissue patents of any such patents in the United States, Canada
and Mexico. Licensed Rights shall also include any and all right title and
interest to Antineoplaston and the Testing Procedure as it relates to the use,
manufacture, sale, distribution, sublicensing of Antineoplaston in the United
States, Canada and Mexico.
2. Xx. Xxxxxxxxx hereby grants to the Company the Licensed rights to make,
use, sell distribute and otherwise exploit antineoplaston and the Testing
Procedure in the United States, Canada and Mexico and to practice the method
covered by any claim of any patent which has issued or which
may issue in said countries. The Company may sublicense others to manufacture
and sell Antineoplaston or use the Testing Procedure in the United States,
Canada and Mexico or practice the method covered by any claim of any issued
patent covered by this Agreement.
3. The Company agrees to pay Xx. Xxxxxxxxx a one-time paid in full royalty
payment of Ten Dollars ($10.00) on the signing of this Agreement and other good
and valuable consideration including shares of Common Stock of the Company for
which Xx. Xxxxxxxxx hereby acknowledges receipt.
4. This Agreement shall continue until the expiration of the last patent
included within the Licensed Rights or until earlier terminated according to the
provisions of paragraph 5.
5. This Agreement may be terminated by Xx. Xxxxxxxxx:
a) In the event the Company files for bankruptcy and is the subject
of any proceeding under applicable bankruptcy laws wherein such
proceeding against the Company is not dismissed or discharged
within ninety (90) days from the date a petition for bankruptcy
is filed.
b) In the even Xx. Xxxxxxxxx is removed as a Director of the Company
or in the event Xx. Xxxxxxxxx is removed as the President of the
Company without his consent, except where he has been removed for
cause by a court of competent jurisdiction. If Xx. Xxxxxxxxx is
no longer able to serve as a Director and/or President of the
Company by reason of death or disability, his departure from such
offices shall not be deemed to be removal for the purposes of
this subparagraph (b).
c) In the event a person acquires the direct or indirect beneficial
ownership of securities of the Company having voting power equal
to or greater than the voting power of securities of the Company
held directly by Xx. Xxxxxxxxx or his executors, administrators,
successors and heirs; however, this provision shall not apply in
the event Xx. Xxxxxxxxx has made a voluntary transfer or sale of
more than 20% of the securities held directly by him. For
purposes of this subparagraph, the term "person" shall include a
natural person, company, government or instrumentality of a
government and any two or more persons with beneficial ownership
and acting as a partnership, limited
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partnership, syndicate or other group for the purpose of
acquiring, holding, controlling or disposing of any security of
the Company. The term "beneficial ownership" shall have the
meaning set forth in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as such
Rule is in effect on the date hereof.
6. The Company will bear all costs accrued hereafter for the filing,
prosecution, issuance and maintenance of the patents and patent applications
included in the Licensed Rights and the Company may prepare, file and prosecute
at its expense any application for a division, continuation,
continuation-in-part or reissue of the patent applications included in the
Licensed Rights.
7. If, during the term of this Agreement, a third party infringes on a
claim of a patent included in the Licensed Rights, the Company may enforce the
infringed patents at its own expense.
8. This Agreement is not assignable by either party without the express
written consent of the other party. Anything herein to the contrary
notwithstanding, this Agreement shall inure to the benefit of Xx. Xxxxxxxxx'x
executors, administrators, successors and heirs and the provisions of this
Agreement, with the exception of Paragraph 5(b) shall be binding upon such
executors, administrators, successors and heirs to the same extent that it was
binding upon Xx. Xxxxxxxxx at the time of his death.
9. This Agreement is to be governed and construed in accordance with the
laws of the State of Nevada.
10. This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter hereof and supersedes all prior
understandings or agreements, oral or written, and shall not be changed or
terminated orally. There are no understandings, representations or warranties of
any kind not expressly set forth herein or incorporated herein by reference.
11. The failure of a party to insist upon strict adherence to any provision
of this Agreement on any occasion shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that
provision or any other provision of this Agreement.
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12. If any provision of this Agreement is invalid or unenforceable, the
balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed,
as of the date first written above.
/s/ XX. XXXXXXXXX X. XXXXXXXXX
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Xx. Xxxxxxxxx X. Xxxxxxxxx
Agreed and Accepted:
/s/ XXXXXXXXX X. XXXXXXXXX
-----------------------------------
Xxxxxxxxx X. Xxxxxxxxx,
President
Xxxxxxxxx Research Institute, Inc.
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