TECHNOLOGY ACQUISITION AND FINANCING AGREEMENT
Exhibit
10.1
This
Technology Acquisition and Financing Agreement (this
“Agreement”) is entered into on May 12, 2020 (the
“Effective Date”) for the collective acquisition,
development, financing, implementation and commercialization of
certain technologies that may be a potential treatment for the
COVID-19 virus and its effects on the human body (collectively
referred to herein as the “Joint Venture”) by and
between:
Premier
Biomedical, Inc. (OTC Pink: BIEI), a Nevada corporation
(“Premier”),
Technology
Health, Inc. (OTC Pink: HALB), a Colorado corporation f/k/a Halberd
Corporation (“THI”),
RushNet
Inc. (OTC Pink: RSHN), a Colorado corporation
(“RushNet”), and
Gold
River Productions, Inc., formerly XYZ Hemp, Inc. (OTC Pink: GRPS) a
Colorado corporation (“Gold River”).
Each shall be referred to as a “Party” and collectively
as the “Parties.”
RECITALS:
WHEREAS,
Certain technologies owned by Xxxx Enterprises, LLC
(“Xxxx”), a single member LLC owned and controlled by
Xx. Xxxxx Xxxxxx (“Xx. Xxxxxx”), which have been
exclusively licensed to Premier pursuant to a license agreement, as
amended (the “Premier License Agreement”);
WHEREAS,
Premier is publicly traded on the Pink Sheets, trading symbol
BIEI;
WHEREAS,
THI is publicly traded on the Pink Sheets, trading symbol
HALB;
WHEREAS,
RushNet is publicly traded on the Pink Sheets, trading symbol
RSHN;
WHEREAS,
Gold River is publicly traded on the Pink Sheets, trading symbol
GRPS;
WHEREAS, RushNet, Gold River and Premier are
parties to a Strategic Alliance Agreement dated July 19, 2019 (the
“Patch Agreement”) concerning the development and
marketing of Premier’s Anti-Addiction
PatchTM
Product;
WHEREAS,
the Parties entered into a Strategic Alliance Agreement dated April
1, 2020 (the “April 1 Agreement”), concerning
technologies owned by Xxxx concerning patented extracorporeal
therapy (U.S. Patent 9,216,386 and U.S. Patent 8,758,287) (the
“Xxxx Patents”);
WHEREAS, in addition to the safe removal of
targeted antigens from the blood and targeted organs as
contemplated by the April 1 Agreement, it is believed that the
methodology described in the Xxxx Patents can remove both harmful,
inflammatory cytokines and disease-causing targeted antigens from
the bloodstream, as a multi-faceted COVID-19 Regiment Solution
ETAT-Extracorporeal Targeted Antigens Technology, and therefore the
April 1 Agreement is replaced in its entirety by this Agreement,
and this Joint Venture will further include a separate intellectual
property agreement that includes the licensure of Covid-19
Applications and Covid-19 Licensed Products (the
“Intellectual Property Agreement”) to be entered into
by and between Xxxx, as the owner, Premier, as the previous
exclusive licensee, and THI as the current licensee.
Applications in Appendix A
which includes three provisional
patents (the “Method for Treating and Curing Covid-19
Infection by Utilizing a Laser to Eradicate the Virus”, the
“Method for Treating and Curing Covid-19 Infection”,
and the “Method for Treating Covid-19 Inflammatory Cytokine
Storm for the Reduction of Morbidity and Mortality in Covid-19
Patients”) (included hereafter in the definition of the Xxxx
Patents in the Field of Coved-19 Treatments). A copy of the
Intellectual Property Agreement is attached hereto as
Exhibit
A;
WHEREAS,
this Agreement contemplates the development of a methodology for
the extracorporeal treatment of a patient’s body fluid, for
example, blood, and /or CSF (cerebrospinal fluid), with the
utilization of laser technology for the emissive energy eradication
of the COVID-19 virion. The resulting treatment would include a
multiplicity of stages implementing a combination of technological
innovations for the removal of body fluid from a patient which
contains COVID-19 virions, tagging those virions with a fluorescent
or luminous antibody, eradicating the fluorescently tagged virion
with a laser, and then returning the cleansed body fluid to the
patient. The resulting treatment would further include the Method
for Treating and Curing Covid-19 Infection by Utilizing a Laser to
Eradicate the Virus;
WHEREAS,
the technologies represented by the Xxxx Patents in the Field of
Covid-19 Treatments shall, after their licensure by THI, be
referred to herein collectively as the “Covid-19 Licensed
Products”;
1
WHEREAS,
Premier has contacts (i) within various Veterans Administration
hospitals, for the possibility of product testing of the Covid-19
Licensed Products, and (ii) with the University of Texas, El Paso
(UTEP), including with regard to, and treatment of,
COVID-19;
WHEREAS,
the Parties are desirous of
collaborating for the creation and distribution of products
designed for the treatment of COVID-19 and the
like;
WHEREAS,
THI has a strategic relationship with Xxxxxxxx Xxxxxxxxx and
Datatecnics, Inc., for the development of a nano laser to eradicate
the targeted antigens and the virus, with regard to the Covid-19
Licensed Products;
WHEREAS, Premier had 483,472,591
shares of its common stock outstanding as of March 16, 2020, but as
of this date has 945,879,258 shares
outstanding confirmed with the
transfer agent as of this date;
NOW,
THEREFORE, for good and adequate consideration, the receipt of
which is hereby acknowledged, the Parties covenant, promise and
agree as follows:
AGREEMENT
1.
RECITALS.
The Recitals are hereby incorporated herein by this reference, as
if fully restated herein.
2. TERMS
OF THE AGREEMENT.
(a) Payments
– Each of THI, Gold River and RushNet, and their respective
associates, shall be responsible, jointly and severally, to cause
$2,000,000 to be paid for various costs associated with this
Agreement (such $2,000,000 amount to be hereinafter referred to as
the “Technology Acquisition Fee”), to be paid as
follows:
1. $20,000,
which has already been paid to
attorneys of Xxxx as it directed.
2. $80,000,
payable to THI by no later than May 21, 2020.
3. $750,000,
payable to THI by no later than June 7, 2020.
4. $1,150,000,
payable to THI by no later than July 20, 2020, $500,000 of which would be payable to a subsidiary of THI to
be formed in the United Kingdom, for research and development to be
performed in the United Kingdom, by and at the direction of
Xxxxxxxx Xxxxxxxxx and/or Datatechnics Inc., as invoiced by
Xxxxxxxx Xxxxxxxxx and/or Datatechnics Inc., for expenses and at an
hourly rate to Xxxxxxxx Xxxxxxxxx and his
designees.
(b) With
the payments set forth above, Premier, THI and Xx. Xxxxxx, by and
through the University of Texas El Paso (UTEP) and possibly others,
as a part of this Joint Venture Agreement, will engage in a joint
technology interplay with regard to the Covid-19 Licensed Products,
including:
1. for
the creation create the fluorescent antibodies to find and target
COVID-19 in bodily fluids.
2. With
the payments set forth above, Xx. Xxxxxx, by and through Xxxxxxxx
Xxxxxxxxx and/or Datatechnics Inc., modifies existing laser
technology for eradicating identified and targeted antigens less
than 10 nanometers in size.
3. With
the payments set forth above, Xx. Xxxxxx, by and through Xxxxxxxx
Xxxxxxxxx and/or Datatechnics Inc., will endeavor to create a
tracking computer program for eradicating thousands of virions per
second in CSF and blood (which is accomplished prior to returning
the cleansed blood to the body).
4. Not
less than $500,000 of the Technology Acquisition Fee shall be
budgeted for steps two and three above.
(c) Within
three (3) trading days of the execution of this Agreement, the
Parties, or at least THI, shall begin to issue a series of joint
press releases (the “Joint Press Releases”), the
contents of which will be agreed upon by all issuing Parties,
concerning the existence of this Agreement and the developments by
the Joint Venture.
(d) Xxxxxxx
Xxxxxxx will be appointed as the President and CEO of THI and as a
member and Chairman of its Board of Directors.
2.
Each of THI, Gold River and RushNet shall,
jointly and severally, use their best efforts to secure financing,
including through grants and government contracts (Alternative
Funding), including without limitation, NHS
Innovation and, for the Joint Venture, currently estimated to be in
the amount of Twenty-Five Million Dollars ($25,000,000), Enterprise
Investment Scheme (EIS) and the Seed Enterprise Investment Scheme
(SEIS). Any Alternative Funding secured for the Joint Venture which
is paid to THI shall be considered part of the Technology
Acquisition Fee. However, any amount secured by Premier as part of
an SBA loan will only be counted toward the $2,000,000 Technology
Acquisition Fee amount and credited to THI, Gold River and/or
RushNet to the extent of 7.5% of the SBA loan amount. In the event
that an amount greater than the Technology Acquisition Fee amount
is paid to THI as a result of or as a part of this paragraph or the
preceding paragraph, the additional funding shall be paid to, and
administered jointly by, THI, Gold River and
RushNet.
2
(a) THI
acknowledges that it has issued an aggregate of 450 million
warrants, exercisable for a period of ten (10) years, at $0.01 per
share and with cashless exercise provisions, to Xx. Xxxxxx (150
million shares), Xxxxxxx
Xxxxxxx (150 million shares), Xxxx Xxxxx (75 million shares), and
Xxxxx Xxxx (75 million shares) as consideration for services
rendered in connection herewith.
(b) In
addition to the amounts payable pursuant to the Intellectual
Property Agreement and the Technology Acquisition Fee, THI shall
pay a 5% gross royalty amount to Datatecnics Inc. or Xxxxxxxx
Xxxxxxxxx and THI shall pay annually, within 30 days of its fiscal
year-end, to each of RushNet and Gold River, 5% of its net income,
as reduced by the foregoing payments.
(c) Premier
Biomedical shall not increase the number of authorized shares for
at least eight months from the date of this
Agreement.
3.
Term and
Termination. This Agreement may
be terminated by Premier, on thirty (30) days advance notice of
termination, in the event the payments set forth in Section 2(a)
hereof are not received by Premier on or before their respective
due date.
4. No
Brokerage Fee. Each Party
hereby represents and warrants that there has been no agreement
which might cause any other person to become entitled to a
finder’s fee, a broker’s fee or a commission as a
result of the transactions contemplated
hereunder.
6. Nonexclusive
Engagement; Extent of Services.
The Parties agree that the relationship contemplated by this
Agreement is a nonexclusive engagement/venture and that each Party
now renders and may continue to render consulting services and/or
sell or provide products to other companies that may or may not
conduct activities similar to those of each other
Party.
7. Non-circumvention,
Confidentiality, Nonuse of Proprietary Information and
Contacts. Each Party agrees to
hold in confidence confidential information acquired in the course
of this relationship with the other Parties and their associates.
Each Party agrees to refrain from, either during period of this
Agreement or at any other time thereafter, disclosing, using or
disseminating such confidential information, for its or
another’s benefit, in any way acquired in the course of any
association arising out of this Agreement. For purposes of this
Agreement, confidential information shall include contacts and
introductions to third parties and information relating thereto.
Confidential information, knowledge or data of a Party and/or its
affiliates shall not include any information which is or becomes
generally available to the public other than as a result of a
disclosure by such Party or its
representatives.
Each
Party agrees that any party introduced (the “Introduced
Party”) by the other Party (the “Introducing
Party”) to (the “Other Party”), will permanently
remain the “Introducing Party’s contact, and the
“Other Party” will honor same and not contact such
“Introduced Party,” except pursuant to this Agreement,
without the consent of the Introducing Party. Furthermore, each
Party agrees that for a period of three years from the date of this
Agreement, should any dealings occur between the “Introduced
Party” and the “Other Party,” either directly,
indirectly, or through any affiliate or entity in which the
“Other Party” receives a financial benefit, the
“Introducing Party” of this Agreement shall be
compensated with an interest in the profits of such business
dealings equal to 50% of the financial benefit received by the
“Other Party.”
8. This
Agreement and the rights of the Parties hereunder shall be governed
by and construed in accordance with the laws of the State of Nevada
including all matters of construction, validity, performance, and
enforcement and without giving effect to the principles of conflict
of laws. Venue for any action brought under this Agreement shall be
in the appropriate court in Xxxxx County, Nevada.
9. The
Parties agree and stipulate that each and every term and condition
contained in this Agreement is material, and that each and every
term and condition may be reasonably accomplished within the time
limitations, and in the manner set forth in this Agreement. The
Parties agree and stipulate that time is of the essence with
respect to compliance with each and every item set forth in this
Agreement.
10. This
Agreement may not be amended or modified except by written
agreement subscribed by all of the Parties to be charged with such
modification. This Agreement shall be binding upon and shall inure
to the benefit of the Parties hereto and their respective partners,
employees, agents, servants, heirs, administrators, executors,
successors, representatives and assigns.
11. This
Agreement, along with the exhibits hereto, sets forth the entire
agreement and understanding of the Parties hereto and supersedes
any and all prior agreements, arrangements and understandings
related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty,
covenant or condition, written or oral, express or implied, whether
by statute or otherwise, has been made by any Party hereto which is
not embodied in this Agreement or the written statements,
certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no Party
hereto shall be bound by or liable for any alleged understanding,
promise, inducement, statement, representation, warranty, covenant
or condition not so set forth.
12. This
Agreement may be executed in one or more counterparts, each of
which when executed and delivered shall be an original, and all of
which when executed shall constitute one and the same
instrument.
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follow]
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IN
WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby,
execute this Agreement upon the date first set forth
above.
Premier
Biomedical, Inc.:
/s/
Xxxxxxx
Xxxxxxx
Date__________
By: Xxxxxxx Xxxxxxx, CEO
THI Corporation:
/s/
Xxxxx Xxxxxxxxxxx XxXxxx
Date___________
By: CEO
RushNet Inc.:
/s/
Xxxxxxx X Xxxxxxxx
Date___________
By: Xxxxxxx X Xxxxxxxx MD, Chairman of the Board
Gold River Productions, Inc.:
/s/ Xxxxxxx X Xxxxxxxx
Date___________
By: Xxxxxxx X Xxxxxxxx MD, Chairman of
the
Board
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Exhibit A
Intellectual Property Agreement
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