AMENDMENT 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
OF March 31, 2004
THIS AMENDMENT I TO EXECUTIVE EMPLOYMENT AGREEMENT OF March 31, 2004
("Amendment" and "Employment Agreement", respectively), is made and entered into
as of the 10th day of September, 2004, by and between Nanobac Pharmaceuticals,
Inc., and Xxxx Xxxxxxxxxx, PhD, an individual (the "Company" and "Employee",
respectively, and "the Parties", collectively).
WITNESSETH: WHEREAS, the Parties have entered into the Employment
Agreement dated March 31, 2004; and
WHEREAS, the Parties wish to amend the Employment Agreement to clarify
issues related to assignment of intellectual property and compensation.
NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants and conditions herein contained and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:
I. The Parties hereby affirm Paragraph 5 of the Employment Agreement, such
paragraph specifying the compensation of Employee, except that compensation and
benefits shall commence on October 1,2004 and shall continue for five years from
that date and Employee's initial signing bonus shall be paid by October 10,
2004.
2. The Parties agree that Patent Assignment Agreement Addendum of the
Employment Agreement is hereby AMENDED.
3. The Parties agree that upon execution of this Amendment, the Parties will
execute the AMENDED Patent Assignment Agreement attached hereto as Exhibit A and
will serve as Exhibit A to the Employment Agreement of March 31, 2004.
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4. The Parties agree that any intellectual property created by Employee in
the course of her employment under the Employment Agreement executed on March
31, 2004, shall be the sole and exclusive property of the Company.
IN WITNESS WHEREOF, the Company and Employee have duly executed this
Amendment as of the date first above written.
NANOBAC PHARMACEUTICALS, INC.: XXXX XXXXXXXXXX, PHD:
By: /s/ X. X. Xxxxxxxx /s/ Xxxx Xxxxxxxxxx
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Print: Xxxxx Xxxxxxxx
Date: 09/09/2004 09/12/2004
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ASSIGNMENT OF KNOW-HOW AND PATENT RIGHTS
WHEREAS, !, Xxxx Xxxxxxxxxx, the below named inventor (hereinafter
referred to as Assignor), have made a number of inventions, either as a sole
inventor or a joint inventor, each of which is described at least in part in the
following patent applications or invention disclosures entitled:
METHODS FOR ERADICATION OF NANOBACTERIA
The joint inventor(s) being:
Xxxxx Xxxxxxxx
for which the following patents have issued:
a) United States Letters Patent 6,706,290, issued on March 16, 2004; and
WHEREAS Assignor made such inventions and agreed under an employment
agreement (hereinafter referred to as the Employment Agreement) effective March
31, 2004 with Nanobac Pharmaceuticals, Inc., a Florida corporation, whose post
office address is 0000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000,
(hereinafter referred to along with its successors and assigns as Assignee), to
assign such inventions;
AND WHEREAS, Assignee is desirous of securing the entire right, title, and
interest in all countries throughout the world, and in and to such inventions
and to any applications for United States Letters Patent on these inventions and
any letters Patent issued from these applications:
NOW, THEREFORE, be it known that, for and in consideration of the sum of
one dollar ($1.00) in hand paid and other good and valuable consideration the
receipt of which from Assignee, is hereby acknowledged, Assignor, does hereby
sell, assign, transfer, and set over unto Assignee my entire rights, title, and
interests in and to these inventions and any corresponding patent rights
(including all applications, and all divisions, and continuations thereof, all
Letters Patents of the United States which may be granted thereon, and all
reissues thereof, and all rights to claim priority on the basis of such
application, and all applications for Letters Patent which may hereafter be
filed for this invention in any foreign country and all Letters Patents which
may be granted on this invention in any foreign country, and all extensions,
renewals, and reissues thereof). Assignor authorizes and requests the
Commissioner of Patents and Trademarks of the United States and any official of
any foreign country whose duty it is to issue patents on applications as
described above, to issue all Letters Patent for these inventions to Assignee in
accordance with the terms of this Assignment;
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Assignor ___
Assignee ___
ASSIGNMENT OF KNOW-HOW AND PATENT RIGHTS
AND, ASSIGNOR HEREBY covenants that I have the full right to convey the
rights, title, and interests assigned by this Assignment, and that I have not
executed and will not execute any agreement in conflict with this Assignment;
AND ASSIGNOR HEREBY further covenants and agrees that I will, without
further consideration, communicate with Assignee any facts known to me
respecting these inventions, testify in any legal proceeding, sign all lawful
papers when called upon to do so, or execute and deliver any and all papers that
may be necessary or desirable to perfect the title to these inventions for
Assignee (including executing all divisional, continuation, and reissue
applications, making all rightful oaths and generally doing everything possible
to aid Assignee to obtain and enforce proper patent protection for these
inventions in the United States and any foreign country, it being understood
that any expense incident to the execution of such papers shall be borne by
Assignee).
AND ASSIGNEE HEREBY AGREES to assign back to Assignor any rights assigned
hereunder, if Assignee fails to timely pay all compensation due Assignor under
Assignor's Employment Agreement with Assignee.
IN TESTIMONY WHEREOF, Assignor signs and delivers this Assignment to
Assignee.
/s/ Xxxx Xxxxxxxxxx Date: 09/12/2004
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Xxxx Xxxxxxxxxx, PhD
Of
00000 Xxxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Turkey
[Country of Citizenship]
/s/ X. X. Xxxxxxxx Date: 09/09/2004
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H. Xxxxx Xxxxxxxx
Vice President, COO
Nanobac Pharmaceuticals, Inc.
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