SALE AND PURCHASE AGREEMENT AMONG MEDICAL DISCOVERIES INC. AND AND EUCODIS PHARMACEUTICALS FORSCHUNGS-und ENTWICKLUNGS GmbH Dated July 6, 2007Sale and Asset Purchase Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • New York
This Sale and Asset Purchase Agreement (this “Agreement”, which term is intended to include all exhibits, schedules and other documents attached hereto or referred to herein) is made and entered into on July 6, 2007 (the “Effective Date”) by and among Medical Discoveries, Inc., a Utah corporation, whose principal place of business is 1338 South Foothill Drive, #266, Salt Lake City, Utah 84108 (“MDI”), MDI Oncology, Inc., a Delaware corporation and wholly-owned subsidiary of MDI, whose principal place of business is 1338 South Foothill Drive, #266, Salt Lake City, Utah 84108 (“MDI Oncology” and, together with MDI, the “MDI Parties”) and Eucodis Pharmaceuticals Forschungs - und Entwicklungs GmbH, an Austrian company whose principal place of business is Brunnerstrasse 59, 1230, Vienna, Austria (“EUCODIS”; collectively, the MDI Parties and EUCODIS are referred to as the “Parties”).
SERVICES AGREEMENTServices Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • Texas
This Services Agreement (the “Agreement”) is entered into this 7th day of September, 2007 between Mobius Risk Group, LLC; a Texas Limited Liability Company having its principal place of business at Three Riverway, Suite 1700, Houston, Texas, 77056 (“Mobius”) and Medical Discoveries, Inc. (the “Company”); a Utah Corporation having its principal place of business at 1338 South Foothill Drive # 266, Salt Lake City, Utah 84108.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of this 7th day of September, 2007 (the “Effective Date”), by and among Medical Discoveries, Inc., a Utah corporation (the “Company”), Richard Palmer, an individual (“Palmer”), and Mobius Risk Group LLC, a Texas limited liability company (“Mobius”). Palmer and Mobius are each referred to in this Agreement as a “Seller” and collectively, “Sellers”. The Company and Sellers are collectively referred to herein as the “Parties”.
LOAN AND SECURITY AGREEMENT By and Between MERCATOR MOMENTUM FUND III, LP As Lender And MEDICAL DISCOVERIES, INC., As Borrower Dated as of September 7, 2007Loan and Security Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • California
FOR VALUE RECEIVED, the undersigned, MEDICAL DISCOVERIES, INC., a Utah corporation, having its place of business at ("Maker"), hereby promises to pay to the order of Mercator Momentum Fund III LP, a California limited liability partnership, having its principal place of business at 555 South Flower Street, Suite 4200, Los Angeles, CA 90071 (together with their successors, assigns and designees, the "Payee"), the principal sum of _____________ DOLLARS ($xxxx.00) or the lesser amount advanced pursuant hereto, together with interest accrued thereon, on or before December 14, 2007 (the "Maturity Date"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in that certain Loan and Security Agreement of even date herewith between Maker and Payee (the "Loan Agreement").
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 1st day of September, 2007 (the “Effective Date”), by and between Medical Discoveries, Inc., a Utah corporation (the “Company”), and Richard Palmer (hereinafter, “Executive,” and collectively with the Company, the “Parties”).
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • September 17th, 2007 • Medical Discoveries Inc • Pharmaceutical preparations • Utah
THIS RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into by and between JUDY M. ROBINETT, an individual (“Robinett”) and MEDICAL DISCOVERIES, INC., a Utah corporation (hereinafter referred to as “MDI”) on the following premises:
