Exhibit 10.1
THIS AGREEMENT is effective as of the 23 day of July, 2014.
BETWEEN:
LIFE STEM GENETICS INC., with an office at 433 North Camden
Drive, Suite 400, Beverly Hills, California 90210.
(the "COMPANY")
AND:
PRINCE MARKETING GROUP LIMITED of 2nd Floor, 21 Regent Street,
Belize city, Belize
("PRINCE").
This Agreement contains the terms and conditions of the acquisition by the
Company of a twenty percent (20%) interest in a Cell Culture and Tissue
Engineering Laboratory, the rights to acquire such interest now being held by
Prince. The Laboratory is located within the confines of the Clinica San Nicolas
in San Nicolas de los Arroyos, Province of Buenos Aires, Argentina.
1. DEFINITIONS
In this Agreement:
(a) "AFFILIATE" means a company that is affiliated with the Company, and
for the purposes of this Agreement, one company is affiliated with
another company if one of them is a subsidiary of the other, or both
are subsidiaries of the same company, or each of them is controlled by
the same Person.
(b) "AGREEMENT" means this agreement and schedules attached to this
agreement, as amended or supplemented from time to time.
(c) "BUSINESS OF THE LABORATORY" means the business of laboratory; (ii)
the provision of related clinical and treatment services; and (iii)
any other material business carried on from time to time by the
Laboratory.
(d) "COMPANY" means Life Stem Genetics Inc., a corporation incorporated
under the Nevada Revised Statutes.
(e) "CONFIDENTIAL INFORMATION" means all confidential or proprietary
facts, data, techniques, material and other information relating to
the Business of the Laboratory or the Laboratory's scientific
interests which may before or after the Commencement Date be disclosed
to the Company by Prince and the Laboratory or which may otherwise
come within knowledge of the Company or which may be developed by the
Laboratory. Confidential Information includes, without limiting the
generality of the foregoing, trade secrets, know-how, concepts,
techniques, processes, designs, cost data, software programs,
formulas, developmental or experimental work, work in progress,
information concerning business opportunities, including all ventures
considered by the Laboratory whether or not pursued, customer
information, including customer names, addresses, markets and
knowledge of the Laboratory's contracts with its customers and
financial information, including costs, sales, income, profits,
salaries and wages.
(f) "CURRENCY" means the currency of the United States of America ("US")
and all references to money are to US Currency.
(g) "INTELLECTUAL PROPERTY RIGHTS" means all rights in respect of
intellectual property including without limitation, all patent,
industrial design, integrated circuit topography, know-how, trade
secret, privacy and trade-mark rights and copyright, to the extent
those rights may subsist anywhere in the universe.
(h) "INTEREST" means a 20% ownership interest in the Cell Culture and
Tissue Engineering Laboratory located within the confines of the
Clinica San Nicolas in San Nicolas de los Arroyos, Province of Buenos
Aires, Argentina.
(i) "LABORATORY ENHANCEMENT FUNDS" means money used to further develop the
Laboratory.
(j) "LABORATORY" means the Cell Culture and Tissue Engineering Laboratory
established by Dr. Roberto Fernandez Vina and located within the
confines of Clinica San Nicolas in San Nicolas de los Arroyos,
Province of Buenos Aires, Argentina.
(k) "PERSON" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with
or without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency or entity
however designated or constituted.
2. ACQUISITION
The terms of the Acquisition of the Interest will be as follows:
(a) The Company will acquire all of Prince's rights in the Laboratory,
being a twenty percent (20%) interest in the Laboratory.
(b) The components of the Laboratory are more particularly described in
Schedule "A" LABORATORY ASSETS.
(c) The Acquisition will include an assignment of Prince's rights to the
Laboratory that are included in an agreement between Prince and
Roberto Fernandez Vina having an effective date of July 17, 2014 and a
copy attached as Schedule "B" AGREEMENT TO PURCHASE.
(d) The Company will have the right to appoint one member having suitable
qualifications to the Laboratory's management committee or to the
board of directors if the Laboratory is transferred into a corporate
entity.
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3. CONSIDERATION: The purchase price is Two Hundred and Seventy Five Thousand
Dollars ($275,000).
4. DEPOSIT:
(a) The Company will pay Prince a non-refundable deposit of $25,000, which
deposit shall form part of the purchase price.
(b) Prince agrees to accept payment of the deposit by way of a promissory
note payable on demand and bearing an interest rate of ten percent
(10%) per annum compounded annually, a copy of which is attached as
Schedule "C" PROMISORY NOTE.
5. CLOSING:
(a) Closing will take place on or before October 15, 2014 at the offices
of the Company or at such other time and place as may be agreed upon
by the Parties.
(b) Upon closing the Company will pay Two Hundred and Fifty Thousand US
dollars (US $250,000), the balance of the purchase price, to Prince.
(c) Upon closing Prince will deliver to the Company documents transferring
its Interest in the Laboratory to the Company.
6. LABORATORY ENHANCEMENT FUNDS: $250,000.00 of the consideration paid will be
used for the enhancement and upgrading of the Laboratory.
7. CONDITIONS:
(a) The Company will within 15 days of the Effective Date provide Prince
with a copy of a termination letter from the Securities and Exchange
Commission of the United States of America (the "SEC") issued pursuant
to S. 2.6.2 the SECURITIES AND EXCHANGE COMMISSION ENFORCEMENT MANUAL
published October 9, 2013. The termination letter is to include
wording to the effect that with respect to the Order of Suspension of
Trading of shares of the Company issued by the SEC on November 25,
2015, the Commission's investigation with regard to the Company is
completed and they do not intend to recommend any enforcement action
by the Commission. If this condition is not met, then the condition
completion date will automatically be extended to the Closing Date,
however Prince shall then have the right to demand fulfillment of the
condition within seven days, the fulfillment date to be calculated
from and including the date of notice.
(b) On or before October 15, 2014 the Company's shares will be quoted for
trading on a public stock exchange or stock quotation system other
than the Grays that is acceptable to Prince.
(c) As part of its due diligence the Company has the right to conduct an
onsite inspection of the Laboratory prior to Closing.
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8. CONFIDENTIALITY: The Company will not disclose Confidential Information to
third parties or the public except where required to do so by law or
regulatory bodies or with the prior consent of Prince.
9. WARRANTIES OF PRINCE: Prince warrants that;
(a) the Laboratory has a valid long term lease arrangement with Clinica
San Nicolas on standard terms and providing for lease payments no
greater than fair market value, which lease provides a physical
premises for the location of the Laboratory;
(b) all Intellectual Property Rights discovered or created through and in
the Laboratory will be the property of the Laboratory unless shared or
granted to a third party, and where so granted the Company will be
notified of the granting of the Rights to the third party prior to
their granting;
(c) the assets of the Laboratory are fairly and accurately represented n
Schedule "A" LABORATORY ASSETS.
10. ASSIGNMENT AND Enurement: This Agreement enures to the benefit of and is
binding upon Prince and the Company and their respective heirs, executors,
administrators, successors and assigns.
9. SEVERABILITY
If any provision or portion of this Agreement is determined to be invalid or
unenforceable for any reason, then that provision or portion will be severed
from this Agreement. The rest of this Agreement will remain in full force and
effect.
10. HEADINGS:
The headings contained in this Agreement are for convenience purposes only and
will not affect in any way the meaning or interpretation of this Agreement.
11. ENTIRE AGREEMENT
This Agreement contains the whole agreement between Prince and the Company with
respect to the Acquisition, and there are no representations, warranties,
collateral terms or conditions, express or implied, other than as set forth in
this Agreement. This Agreement supersedes any written or oral agreement or
understanding between Prince and the Company. No change or modification of this
Agreement will be valid unless it is in written and initialed by all parties.
12. NOTICE
All notices and other communications required or permitted under this Agreement
must be in writing and will be deemed given if sent by personal deliver, faxed
with electronic confirmation of delivery, internationally- recognized express
courier or registered or certified mail (return receipt requested), postage
prepaid, to the parties at the addresses (or at such other address for a party
as will be specified by like notice) on the first page of this Agreement.
All such notices and other communications will be deemed to have been received:
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(a) In the case of personal delivery, on the date of such delivery;
(b) In the case of a fax, when the party sending such fax has received
electronic confirmation of its delivery;
(c) In the case of delivery by internationally-recognized express courier,
on the business day following dispatch; and
(d) In the case of mailing, on the fifth business day following mailing.
13. NON-WAIVER
No failure or delay by Prince or the Company in exercising any power or right
under this Agreement will operate as a waiver of such power or right. Any
consent or waiver by Prince or by the Company to any breach or default under
this Agreement will be effective only in the specific instance and for the
specific purpose for which it was given.
14. FURTHER ASSISTANCE
The parties will execute and deliver any documents and perform any acts
necessary to carry out the intent of this
Agreement.
15. TIME
Time is of the essence of this Agreement.
16. GOVERNING LAWS
This Agreement will be governed by and construed in accordance with the laws of
the State of Nevada. Each party attorns to the exclusive jurisdiction of courts
of competent jurisdiction in the State of Nevada.
17. CONSTRUCTION
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent, and no rule of strict construction
will be applied against any party.
18. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which will
be deemed to be an original and all of which will constitute one Agreement, it
being understood that all parties need not sign the same counterpart.
19. FAX AND PDF EXECUTION
This Agreement may be executed by delivery of executed signature pages by fax or
PDF document via Email and such execution will be effective for all purposes.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
By:
PRINCE MARKETING GROUP LIMITED
/s/ Peter Merry
--------------------------------------
Peter Merry, Director and President
LIFE STEM GENETICS INC.
By: /s/ Gloria Simov
-----------------------------------
Name: Gloria Simov
Title: Director and President
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SCHEDULE "A"
LABORATORY ASSETS
CELL CULTURE AND TISSUE ENGINEERING LABORATORY
LAB LOCATION:
* Clinica San Nicolas (hospital) which is owned by Dr. F. Vina
* (a specific sector of the hospital in exchange of a minimal rental
fee)
* Hospital location, Buenos Aires, Argentina
INVESTMENT IN LABORATORY TO DATE
* The total investment so far for the habilitation and remodeling work
in the area ceded by Clinica San Nicolas has been approximately
US$1,000,000.
* Source of Investment: Fundacion Roberto Fernandez Vina and Roberto
Fernandez Vina (personal), together totaling aproximately $1,000.000.
LABORATORY WILL INCLUDE:
* Closed laboratory sealed with laminar flood designed for cell culture
and tissue engineering, with GMP warranties size 5 x 4.5 meters
* Sterile access area to laboratory 3 x 2 meters
* Laboratory for common use, sealed and connected thru sealed system
with the closed laboratory
* Common access to the common lab and sterile access area to the closed
laboratory
* Entrance office to the sector for secretary and medical dispatch
office 5 x 5 meters
* Sealed entry to the Oncohematologic and Bone marrow transplant area to
the Cell culture and tissue engineering area (It allows to separate
from the general sector of the first floor of Clinica San Nicolas)
* 2 positive pressure air filters have been installed (1 particle for
100 million of volumes), 1 in the closed laboratory and the second
equipment is in the sealed area for patients with transplant or stem
cells implant on the second floor of Clinica san Nicolas, area to be
used for bone marrow transplant which is used by cell implant
patients.
CLOSED LABORATORY:
* Floor carpeted with antibacterian gum
* Epoxi washable paint used in Operating rooms
* Positive pressure filtered air
* Termo regulable air conditioned to positive pressure
* Stove for cellular and tissue culture
* High complexity laminar flow
* 2 inverted vision microscopies
* Cell separation centrifugators
* Homogenerizer for constant shaking maintenance
* Special pipettes
* Internet and intranet linking computer
* Freezer for maintenance of cultured tissues
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* Internal and external phones
STERILE AREA ACCESS
* Clothes and clothes changing ultraviolet sterilization system
* Air conditioning and positive pressure air
COMMON LABORATORY connected to Sealed Laboratory by "Pass thru double door"
* Antibacterian gum carpeted floor
* Epoxi painted walls
* Refrigerated high revolution centrifugating machine to separate blood
bags, tubes and microtubes
* Refrigerators
* Freezer
* Liquid hydrogen thermos
* Oxygen and Co2 pipes central
* Lamoratory elements (Pipettes, reactors, etc)
* Common Microscope for cellular re-counting
* Filtered air conditioned
* Internal and external phones
OFFICE
* for secretary, doctors and biochemists
* Gum floor
* Office elements such as desks and chairs
* Library
* Filtered air
* Internal and external phones
* Connects with entrance sector with glass and aluminum sealing
* A biochemist, molecular biologist, tissue engineering technician,
hemotologist and informatic engineer already work in this Sector, plus
secretary and cleaning personnel.
PROJECT DESCRIPTION
* Culture of messequimal cells coming from bone marrow or adipose tissue
* Produce IPS cells
* Culture of condroblasts and queratinocitoes for implant in tissue and
cartilague
* Development of skin tissue on platform
* Development of cartilague tissue on platform
* Creation of arterial tubes (Bank arteries)
* In the future:
* Decellulization of dead organs and planting of stem cells on the same
organ to regenerate heart, liver, lungs and kidneys (A bioreactor is
required for such, one has been located already at Harvard Apparatus)
* Culture of bones on scaffolding
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COMPLIMENTARY FACILITIES
Clinica San Nicolas, a full scale hospital, will also provide:
* A central laboratory with Flood Citometry
* Hematologic service for bone marrow extraction
* Tomograph and Resonancer to place via biopsy cells in the adecuate
place
* Hemodinamy and Angiography to place cells in organs via arteries or
veins
* 60 Hospital beds
* 10 in intensive care, 6 in Intensive Coronary unit, 10 incubators for
newborn plus blood extraction for umbilical cord bank
OBJECTIVE:
* The main objective of the company is the cellular therapy, separating
and culturing cells (Mesenquimals from fat or adipose tissue and bone
marrow) as well as to engineering for tissues.
* The company already has experienced staff for this purpose.
* It also keeps a close relationship with international groups, such as
Hospital Gregorio Maranon in Madrid, University Maimonides in Buenos
Aires, Wake Forrest Institute for Regenerative Medicine and Wake
Forrest School of Medicine in North Carolina, and others
WHAT COMPANY INVESTMENT IN LABORATORY WILL DO:
* Additional improvements to Laboratory will enable it to be coverted
from a 2nd class lab into a 1st class lab.
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SCHEDULE "B"
AGREEMENT TO PURCHASE
Effective date: July 17, 2014
BETWEEN Roberto Fernandez Vina of San Nicolas de los Arroyos, Buenos Aires,
Argentina ("VINA") and Prince Marketing Group Limited of 2nd Floor, 21 Regent
Street, Belize city, Belize ("PRINCE").
RECITAL:
A. Vina is the sole owner of a Cell Culture and Tissue Engineering
Laboratory (the "LAB") located on the premises of Clinica San Nicolas
in Buenos Aires, Argentina.
B. Prince wishes to acquire a partial ownership interest (the "Interest")
in the Lab and Vina wishes to sell Prince the Interest.
AGREEMENT:
1. Vina agrees to sell a 20% Interest in the Lab to Prince.
2. The purchase price for the Interest is US $250,000 (the "INVESTMENT").
3. The Investment will be used for improvements to the Lab.
4. Closing will be October 15, 2015 at the offices of Vina in Buenos
Aires Argentina or at such other time and location as the parties
agree to.
5. Upon Closing;
a. Prince will pay to Vina US $250,000;
b. Vina will deliver to Prince documents conveying a 20% interest in
the Lab to Prince.
6. This agreement is subject to completion of standard due diligence by
Prince by September 30, As part of its due diligence Prince will
inspection the Lab premises on or about September 10, 2014.
7. This agreement is governed by the laws of the province of Buenos
Aires, Argentina.
8. Prince will have the right to appoint an individual to the Lab's
management committee or board of directors (if the Lab is held by a
corporate entity).
9. This Agreement enures to the benefit of and is binding upon Vina and
Prince and their respective heirs, executors, administrators,
successors and assigns.
10. This agreement may be signed in counterparts delivered by in PDF form
by email.
Signed by the parties on the Effective Date set out above.
By: By:
Life Stem Genetics Inc. Roberto Fernandez Vina
/s/ Gloria Simov /s/ Roberto Fernandez Vina
----------------------------------- -----------------------------------
Gloria Simov, President Roberto Fernandez Vina
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SCHEDULE "C"
PROMISORY NOTE
ON DEMAND, for valuable consideration received, LIFE STEM GENTICS Inc., a Nevada
Corporation, promises to pay PRINCE MARKETING GROUP LIMITED a company
incorporated in Belize, the full sum of Twenty Five Thousand Dollars of the
United States of America (US S25,000.) together with interest thereon at the
rate of ten percent (10%) per annum compounded annually.
Signed at Las Vegas, Nevada this 23rd day of July, 2014.
BY: LIFE STEM GENETICS INC.
/s/ Gloria Simov
-----------------------------------
Gloria Simov, President
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