Exhibit 10.32
PATENTS PURCHASE AGREEMENT
This Patents Purchase Agreement (this "Agreement") is made and entered into as
of September 21, 2004 (the "Effective Date') between
INyX, Inc. , a company incorporated under the laws of the state of New York,
having its principal offices in ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, ▇▇▇ hereinafter referred to as "INyX",
and
▇▇▇▇▇▇ PHARMACEUTICAL RESEARCH N.V. a company organised and existing under the
laws of the Netherlands Antilles having its principal office at ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Antilles, hereinafter referred to as
"▇▇▇▇▇▇".
1 DEFINITIONS
1.1 "Patent Rights" means the patents listed in Exhibit A attached hereto.
1.2 "Transfer" means the transfer of the Patent Rights into the exclusive
ownership of INyX by means of amending ownership of the Patent Rights at the
respective patent offices.
1.3 "Updating" means any new patent filings emanating from research commissioned
by INyX to ▇▇▇▇▇▇ in the field of inhalation.
2 TRANSFER
2.1 INyX has conducted under the terms of a Letter of Intent between the
Parties, dated July 21, 2004, due diligence and testing and INyX has determined
that it will purchase the Patent Rights.
2.2 ▇▇▇▇▇▇ hereby sells and transfers to INyX all of ▇▇▇▇▇▇'▇ right, title and
interest in the Patent Rights.
2.3 Each party hereby agrees to execute such documents and to take such other
actions as shall be necessary and appropriate to effectuate the Transfer of the
Patent Rights.
3 REPRESENTATIONS AND WARRANTIES
▇▇▇▇▇▇ and INyX, (both hereinafter referred to as "Parties') make the following
representations and warranties:
3.1 ▇▇▇▇▇▇ warrants to provide all necessary support to INyX in relation to the
Updating the Patent Rights.
3.2 INyX shall bear the cost for Transfer of the Patent Rights and maintenance
of the Patent Rights.
3.3 ▇▇▇▇▇▇ warrants that it has sufficient right and title to enter into and to
perform its obligations under this Agreement. Except as expressly set forth in
this Agreement, the Parties disclaim all warranties of any nature, express or
implied, including without limitation warranties for merchantability,
non-infringement and fitness for a particular purpose.
4 TECHNOLOGY TRANSFER
4.1 ▇▇▇▇▇▇ and INyX will timely cooperate in the filing and execution of any and
all documents necessary to effectuate the Transfer no later than 1st October
2004.
5 PATENT MAINTENANCE AND PROSECUTION RESPONS IBILITIES
5.1 INyX may, but shall not be required to, prosecute any alleged infringement
or threatened infringement of any transferred Patent Rights of which it is aware
or which is brought to its attention, INyX shall act in its own name and at its
own expense.
6 INDEMNITY
6.1 Each party will indemnify, save, defend and hold the other party and its
agents, directors and employees harmless from and against any and all suits,
claims, actions, demands, liabilities, expenses, including reasonable legal
expense and attorneys fees, resulting from activities under this Agreement by
the first mentioned party or its sub- licensees.
7 CONSIDERATION
7.1 In consideration for Transfer of the Patent Rights according to article 2.1.
of this Agreement, INyX shall pay to ▇▇▇▇▇▇ the sum of Euros 70,000 (Euros
seventy thousand). 50% of this sum is payable at signing of this Agreement, the
remaining 50% within 30 days from receipt of the invoice.
7.2 In consideration for the Updating according to article 3.1. of this
Agreement, INyX shall pay to ▇▇▇▇▇▇ the one-time sum of Euros 45,000 (Euros
forty five thousand) in the aggregate for the patent applications arising from
the Updating, with 25% to be paid on filing and 75% to be paid on approval.
7.3 In consideration of the management and administration cost accruing at
▇▇▇▇▇▇ for the Transfer, INyX shall pay to ▇▇▇▇▇▇ the sum of Euros 10,000 (Euros
ten thousand).
7.4 All Payments for the considerations under articles 7.2. and 7.3. shall be
made within 30 days from receipt of the respective invoice to the bank account
as designated by ▇▇▇▇▇▇.
8. MISCELLANEOUS
8.1. If any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be non-enforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary to continue to effect the
intent of the parties, and this Agreement shall otherwise remain in full force
and effect and enforceable.
8.2. This Agreement shall be governed by the laws of England and Wales. This
Agreement is the complete and exclusive statement of the mutual understanding of
the parties and supersedes and cancels all previous written and oral agreements
and communications relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first indicated above.
INYX, Inc. ▇▇▇▇▇▇ PHARMACEUTICAL RESEARCH N.V.
By: __________________________ By: __________________________
Title: Title:
By: __________________________ By: __________________________
Title: Title:
Exhibit 1:
Patent Rights
1. Inhalation Patent no. EP00309464 (06/05/87), Expiry 06/06/2007 Title:
"Methods of preparing proliposome dispersions and aerosoIs", covering
Great Britain, Germany, Netherlands, Sweden, Switzerland
2. Inhalation Patent No. JP 2 779 165 B2 (05 June 1987) Expiry: 05 June
2007 Title: "Membrane lipid composition and method for its
preparation"
3. Inhalation Patent no. US5141674 (08/25/1992) Expiry 25/08/2009 Title:
"Methods of preparing proliposome dispersions and aerosols"