EXHIBIT 10.9
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 25th day of May 2005
("Effective Date") by and between PATHOGENICS, INC., a Delaware corporation
having offices at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("PATHOGENICS"),
and FIRST COVENTRY CORPORATION, a Delaware corporation having offices at 00
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("FIRST COVENTRY").
WHEREAS, PATHOGENICS is party to a certain License Agreement for
Chloroquine patents and patent applications ("CQ') entered on May 25, 2005
between PATHOGENICS (as exclusive, worldwide Licensee) and Alpha Research Group,
LLC and Xxxx X. Xxxxxx (collectively, the Licensors), a copy of which is
attached hereto as Exhibit A.
WHEREAS, on May 25, 2005 the PATHOGENICS board of directors resolved by
unanimous written consent to assign to FIRST COVENTRY all of PATHOGENICS's
rights and obligations under the aforementioned License Agreement in exchange
for 100% of the stock of FIRST COVENTRY thereby making it its wholly owned
subsidiary, a copy of which is attached hereto as Exhibit B.
WHEREAS, FIRST COVENTRY desires to acquire, and PATHOGENICS is willing to
assign to FIRST COVENTRY all of PATHOGENICS's rights and obligations under the
aforementioned License Agreement.
ACCORDINGLY, for good and valuable consideration described below
1. PATHOGENICS hereby assigns, transfers, conveys and relinquishes
exclusively to FIRST COVENTRY, its lawful successors and assigns, all of
PATHOGENICS's rights and obligations under the May 25, 2005 License Agreement.
2. FIRST COVENTRY assumes, and agrees to pay and perform, all
unperformed obligations of PATHOGENICS under the License Agreement. FIRST
COVENTRY agrees that by executing and delivering this Agreement FIRST COVENTRY
shall become a party to the License Agreement and agrees to be bound by all of
the terms and provisions of the License Agreement.
3. In furtherance of this Agreement, PATHOGENICS hereby acknowledges
that, from the Effective Date forward, FIRST COVENTRY has succeeded to all of
PATHOGENICS's rights, obligations, title, and standing in relation to the
License Agreement, to institute and prosecute all suits and proceedings, to take
all actions that FIRST COVENTRY, in its sole discretion, may deem necessary or
proper to collect, assert, or enforce any claim, right, or title of any kind
under the License Agreement, whether arising before or after the Effective
Date, to defend and compromise any and all such actions, suits, or proceedings
relating to such transferred and assigned rights, title, interest, and benefits,
and to do all other such acts and things in relation thereto as FIRST COVENTRY
in its sole discretion deems advisable.
6. PATHOGENICS represents and warrants that, to the best of
PATHOGENICS's knowledge, upon consummation of this Agreement, FIRST COVENTRY
shall have good and marketable title to the License Agreement, free and clear of
any and all liens, mortgages, encumbrances, pledges, security interests,
licenses, or charges of any nature whatsoever.
7. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto together with their respective legal representatives,
successors and assigns.
8. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts (excluding conflicts of law rules)
and of the United States of America.
9. This Agreement merges and supersedes all prior and contemporaneous
agreements, assurances, representations, and communications between or among the
parties hereto concerning the matters set forth herein.
10. If a dispute arises out of or relates to this Agreement, or a
breach thereof, and if the dispute cannot be settled through negotiation, the
parties agree to first try in good faith to settle the dispute by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration, litigation, or some other
dispute resolution procedure.
11. Any claim or controversy arising out of or relating to this
Agreement, or the breach thereof, that cannot be settled through mediation shall
be settled by arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, and judgment o the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first written above.
PATHOGENICS, INC. FIRST COVENTRY CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxx
--------------------------- ---------------------------------
Name: Xxxxxxxx X. Xxxxx, Esq. Name: Xxxxxxxx X. Xxxxx, Esq.
Title: President & CEO Title: President & CEO
Date: Date:
--------------------------- ---------------------------------
EXHIBIT A
May 25, 2005 License Agreement
between
Alpha Research Group, LLC and Xxxx X. Xxxxxx
and
Pathogenics, Inc.
EXHIBIT B
May 25, 2005 Statement of Unanimous Consent of Board of Directors of
Pathogenics, Inc., Resolution to Acquire100% of Stock of First Coventry
Corporation
