I. ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT made as of the 1st day of October, 0000
X X X X X X X:
XX. XXXXXX XXXX, an individual residing in the City of
Xxxxxxxx, in the Province of Ontario,
(hereinafter called the "Assignor")
OF THE FIRST PART
- and -
GENEREX PHARMACEUTICALS, INC., a corporation
Incorporated under the laws of the Province of Ontario
(hereinafter called the "Assignee")
OF THE SECOND PART
WHEREAS the Assignee and the Assignor entered into a Consulting
Agreement dated as of the 1st day of October, 1996 (the "Agreement") pertaining
to the provision of consulting services by the Assignor to the Assignee
regarding certain technologies relating to the Business (as defined in the
Agreement attached hereto as Schedule "A");
AND WHEREAS the Assignor has agreed to assign to the Assignee and
the Assignee has agreed to assume the benefits, advantages and obligations
arising under the drug delivery systems, controlled release drug delivery
systems and technology patents referred to in Schedule "B" hereto (collectively,
the "Technologies");
AND WHEREAS terms with initial capital letters used in the Agreement
and not conventionally capitalized shall have the same meaning in this agreement
unless the context herein indicated otherwise;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
other good and valuable consideration and the sum of TWO ($2.00) DOLLARS (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:
1. The Assignor hereby assigns, transfers and sets over to the Assignee all of
his respective rights, titles and interests in the Technologies and in and to
all warranties, guarantees and similar rights which the Assignor may have in
relation to the Technologies together with all benefits, advantages and
obligations to be derived therefrom.
2. The Assignor covenants and agrees with the Assignee that he has (subject to
the prior consent, where required, of other parties) full right to assign and
has done no act to inhibit his right or authority to assign his interest in
the Technologies.
3. To the extent that any Technology is not assignable without the consent of
another party or parties, this agreement shall not constitute a grant,
transfer or assignment of, or an attempt to grant, transfer or assign, any
such Technology, if such would constitute a breach of contract or regulation
and the Assignor shall be deemed to hold, as bare trustee, such Technology
and the Assignor's right, title and interest in and to all warranties,
guarantees and similar rights which the Assignor may have in relation to such
Technologies together with all benefits, advantages and obligations to be
derived therefrom in trust for the Assignee until such consent is obtained.
This Paragraph 3 shall apply notwithstanding any other provision of this
agreement to the contrary.
4. If any requisite consent cannot be obtained, the Assignor and the Assignee
shall cooperate with each other in any mutually satisfactory arrangement
which will provide the Assignee with the benefit of any Technology not so
assigned and will ensure that the liabilities and obligations thereunder are
ultimately the responsibility of the Assignee. The Assignor acknowledges that
it shall not have discretion to deal with any such Technology not so
assigned, except as may be authorized by the Assignee. The Assignor agrees
that, upon written direction of the Assignee, it will execute all documents
and do all acts and things reasonably required by the Assignee in respect of
any Technology not so assigned. The Assignee agrees to indemnify and save the
Assignor harmless from and against all claims, charges, encumbrances,
obligations, responsibilities, acts or omissions pertaining to any such
Technology not so assigned throughout the period from and after the date
hereof during which any interest in the Technologies are held by the Assignor
as bare trustee, including without limiting the generality of the foregoing,
all demands and liability for payment.
5. The Assignor will from time to time, at the request of the Assignee, do and
perform every act and execute such further assurances and other documents
necessary to give full effect to this agreement.
6. This agreement shall extend to and be binding upon and enure to the benefit
of the respective successors and assigns of the parties hereto.
2
7. This agreement shall be governed by and interpreted in accordance with the
laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have executed this assignment
as of the date first written above.
/s/ Xxxxxx Xxxx
--------------------------------
XX. XXXXXX XXXX
GENEREX PHARMACEUTICALS INC.
/s/ Xxxx Xxxxxxx
--------------------------------
By: Xxxx Xxxxxxx, President
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I. DRUG DELIVERY SYSTEM
Description Patent Application # Patent # Date
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1 ORAL AND INTRANASAL DRUG DELIVERY Insulin delivery US 08/442358 issued US# 5 653 987* Aug 5/97 *
*LIQUID FORMULATION FOR PROTEINIC systems: applicable to PCT CA 96/00305* * July 18/97 *
PHARMACEUTICALS peptides and proteins EP PCT 96913411.3* *May 16/96
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2 BIODEGRADABLE POLYMER Drug vaccines and US 08/197754 issued US# 5 569 468 Oct 29/96
MICROSPHERES DRUG DELIVERY hormones delivery EP 95/908842.8 * Feb 14/95 *
JP 52/1481/95 * Feb 14/95 *
CA 2 180 424 * Feb 14/95 *
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3 Controlled release of US 08/197756 issued US# 5 417 982 May 23/95
drugs and hormones
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4 LIPOSOMES DRUG DELIVERY For vaccines, drugs, US 08/680826 * July 16/96 *
hormones, peptides and CA 2 181 390 * July 17/96 *
cosmetic delivery
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5 TRANSDERMAL DRUG DELIVERY For proteins, peptides, Abstract*
hormones and small
molecules
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6 Oral Delivery Abstract*
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II I. CONTROLLED RELEASE DRUG DELIVERY SYSTEMS
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7 CAPSULES CONTROLLED RELEASE DRUG Controlled release US 08/749057 * Nov 14/96 *
DELIVERY SYSTEMS capsules
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8 TABLETS CONTROLLED RELEASE DRUG Controlled release US 08/680825 * July 16/96 *
DELIVERY SYSTEMS tabeletted medicines CA 2 181 391 * July 17/96 *
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9 LIQUID SUSPENSION CONTROLED Controlled release oral US# * *
RELEASE DRUG DELIVERY SYSTEMS liquid suspension CAN# * *
pharmaceutical formulation
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10 SPORT DRINK CONTROLLED RELEASE Controlled release oral US# * *
DRUG DELIVERY SYSTEMS liquid suspension 60/002124 Aug 10/95
pharmaceutical formulation
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III I. TECHNOLOGY PATENTS
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11 DNA TECHNOLOGY Insulin preparation Abstract *
using recombinant
DNA technology
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12 MYOCARDIAL INFRACTION - One step Diagnostic kit Abstract *
DIAGNOSTIC KIT for early detection of
Myocardial Injury
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