PURCHASE AGREEMENT
This AGREEMENT (the Agreement) is entered into as of the 7th day of January 1998
by and among, Millenia Hope Inc., incorporated under the laws of the State of
Delaware, United States of America and domiciled at 000 Xxxx Xxxxxx Xxxxx,
Xxxxxxx Xxxxxxxx, XXX ("Millenia" or "Purchaser") and Xxxxxxxx Xxxxxxxx Xxxxx
and Xxxxxx Xxxxx unincorporated individuals domiciled in Rome Italy (`Xxxxx and
Rossi" or "Seller".
Whereas Xxxxx and Xxxxx are the inventors and co-owners of the patent and all
rights to ""Vocamine en tant qu`agent anti-paludeen contenant de la voacamine
"an anti-malarial drug under Italian patent no To 98A 000264.
Whereas Millenia is desirous to purchase "Vocamine en tant qu`agent
anti-paludeen contenant de la voacamine"including but not exclusive of
intellectual rights, patents, patent applications, PCT applications and their
derivatives, priority rights, rights of commerce etc.
Now therefore, in consideration of the covenants and agreements herein
contained, the parties agree as follows:
1. That Xxxxx and Xxxxx has agreed to sell all of the above rights and any
other rights, commercial or non-commercial, in "Vocamine en tant
qu'agent anti-paludeen contenant de la voacamine " to Milenia for
$745,000 US. This price will include any and all research and
development costs, patent costs, costs of registration of rights,
commercial and non-commercial, legal fees or other professional fees
etc. It is agreed by both parties that the above list is not
exclusionary and that the payment of $745.000 US is full and final
payment for all rights to "Vocamine en tant qu'agent anti-paludeen
contenant de la voacamine`.
2. Seller hereby absolutely and unconditionally represnts and warrants
that there are no debts, liens or charges attached to "Vocamine en tant
qu`agent-paludeen contenant de la vocamine" whether via lien or
accounts payable and that they will personally indemnify the
corporation should such debts , liens or charges arise. That seller is
the sole owner of the property being sold..
3. That Xxxxx and Xxxxx has designated Pierre and Finance of Geneva,
Switzerland tobe their escrow agent in this transaction.
4. That pursuant to the signing of this contract Xxxxx and Xxxxx will
transfer all rights as indicated above to Millenia subject to the full
payment price being received by their escrow agent.
5. That as integral part of this agreement Xxxxx and Rossi agree not to
attempt to duplicate, copy, replicate or through any sort od chemical
or biological means recreate a product similar in usage or one that
serves a like purpose to "Vocamine en tant qu'agent anti-paludeen
contant de la vocamine" except at the specific behest of Millenia for a
period of 15 years from the date of the signing of this agreement.
6. This Agreement contains the entire understanding of the parties hereto
with respect to the subject matter herein contained and no amendment or
modification of this Agreement shall be valid unless expressed in a
written instrument executed by the parties hereto or their respective
successors. This Agreement supersedes all prior written or verbal
agreements or understandings between Seller and Purchaser.
7. No waiver of any provision of, or any breach or default of this
Agreement, shall be considered valid unless in writing and signed by
the party giving such waiver, and no waiver shall be deemed a waiver of
any other provision or any subsequent breach or default of similar
nature.
8. Tha validity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this
Agreement shall be constructed in all respects as if such invalid or
unenforceable provisions were omitted.
9. Each party to this Agreement will, at the request of the other, execute
and deliver to such other party all further endorsements and documents
and documents as such other party or shall reasonably request in order
to consummate and perfect the transactions contemplated by this
Agreement.
10. This Agreement may be executed in two or more counterparts, and all
counterparts so executed shall constitute one agreement binding on all
parties hereto.
11. Any notice of other communication permitted or required to be given
hereunder shall be writing and shall be given upon (i) mailing by first
class registered mail or certified mail, return receipt requested and
postage prepaid, (ii) personal delivery, (iii) delivery by Federal
Express or other overnight courier or (iv) delivery by telefax (with a
copy sent by any one of the other three methods specified above), in
each case addressed to the parties as set forth above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
Millenia Hope Inc.
By:___________________________________
Name: Xxxxxxx Xxxxxx
Title:President
Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxx
By:___________________________________ By:____________________
Name : Xxxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxx
