EXHIBIT
10.1
CONTRACT FOR
THE TRANSFER OF A PATENT INVENTION AND SCIENTIFIC
COLLABORATION
This Agreement is made in
Athens as of January 31, 2007.
BETWEEN THE
UNDERSIGNED:
Mr. Alexandre Vamvakides,
residing in Paris, France
Hereinafter called
the Assignor,
OF THE FIRST
PART
AND
Anavex Life Sciences Corp., a
company organized and existing under the laws of the State of
Nevada and having its head office 14 Rue Kleberg, Geneva
Switzerland, duly represented by Harvey Lalach acting in the
capacity of President and Director.
Hereinafter called
the Assignee,
OF THE SECOND
PART
THE FOLLOWING IS ESTABLISHED
AND AGREED:
PRELIMINARY
1. The Assignor is
the inventor and the only and exclusive beneficiary and owner
of:
a) Greek Patent no
1002616/ February 20, 1997 (Application registered in the Greek
National Office of Industrial Property on February 21, 1996 under
the number 960100061) and title: “Synthesis and method
of synthesis of molecule Tetrahydro - N,N - dimethyl - 2,2 -
diphenyl - 3 - furanemethanamine (AE 37), with anticonvulsant,
antidepressant and nootropic activity”.
b) Greek Patent no 1004208/
April 4, 2003 (Application registered in the Greek National Office
of Industrial Property on October 15, 2001 under the number
20010100476) and title: “Aminotetrahydrofuran derivatives,
muscarinic/sigma/sodium channel ligands, with synergic
-1-
sigma/muscarinic
(neuroactivating) and sigma/sodium channel (neuroprotective)
components, as prototypical activating – neuroprotectors and
neuroregenerative drugs”.
c) Greek Patent no 1004868/
April 26, 2005 (Application registered in the Greek National Office
of Industrial Property on April 22, 2003 under the number
20030100190) and title: “Aminotetrahydrofuran derivatives,
muscarinic/sigma/sodium channel ligands, ortho-and allo-sterically
operating, as prototypical neuromodulating and neuroregenerative
drugs”.
d) Greek Patent application no
20070100020/January 17, 2007. Registered in the Greek National
Office of Industrial Property under the title: “New
sigma (s) receptor ligands with anti-apoptotic and/or
pro-apoptotic properties over cellular biochemical mechanisms, with
neuroprotective, anti-cancer, anti-metastatic and anti-(chronic)
inflammatory action”.
Hereinafter called
the Patents.
2. The Assignee has shown an
interest for the acquisition of the entire and full property of all
the rights on the aforesaid Patents and now declares its decision
to participate with the inventor in a general project aiming to the
improvement of the inventions, with a view to maximize their
industrial and commercial potential.
3. It is expressly
stated that the present agreement and the transfers of the
aforesaid Patents are agreed in prospect of the Assignee’s
participation and involvement with the Assignor in a general
project of scientific researches and experiments as
above.
4. The parties agree that the
term “Patent or Patents” used bellow covers the
inventions which are the object of the Patent applications, their
modifications – improvements and enhancements that will occur
in the future and also their international extensions.
5. In the meaning of this
agreement, enhancements and/or improvements refers to any
enhancement, improvement and/or modification which can be the
subject of a Patent application, is contributed by one of the
parties to pre- existing Patent and is legally linked to it, that
is to say can not be subject of any exploitation without posing a
question of forgery and of illegal imitation of one of the claims
of the existing Patents.
-2-
AND THE FOLLOWING HAS
THEREFORE BEEN AGREED:
ARTICLE I - TRANSFER OF
PATENTS
1.1.
By the present contract the Assignor, unreservedly and without any
exception, concedes and transfers to the Assignee, which accepts,
all the rights of property and use of the following:
a) Greek Patent no
1002616/ February 20, 1997 (Application registered in the Greek
National Office of Industrial Property on February 21, 1996 under
the number 960100061) and title: “Synthesis and method
of synthesis of molecule Tetrahydro - N,N - dimethyl - 2,2 -
diphenyl - 3 - furanemethanamine (AE 37), with anticonvulsant,
antidepressant and nootropic activity”.
b) Greek Patent no 1004208/
April 4, 2003 (Application registered in the Greek National Office
of Industrial Property on October 15,2001 under the number
20010100476) and title: “Aminotetrahydrofuran derivatives,
muscarinic/sigma/sodium channel ligands, with synergic
sigma/muscarinic (neuroactivating) and sigma/sodium channel
(neuroprotective) components, as prototypical activating –
neuroprotectors and neuroregenerative drugs”.
c) Greek Patent no 1004868/
April 26, 2005 (Application registered in the Greek National Office
of Industrial Property on April 22, 2003 under the number
20030100190) and title: “Aminotetrahydrofuran derivatives,
muscarinic/sigma/sodium channel ligands, ortho-and allo-sterically
operating, as prototypical neuromodulating and neuroregenerative
drugs”.
d) Greek Patent application no
20070100020/January 17, 2007. Registered in the Greek National
Office of Industrial Property under the title: “New
sigma (s) receptor ligands with anti-apoptotic and/or
pro-apoptotic properties over cellular biochemical mechanisms, with
neuroprotective, anti-cancer, anti-metastatic and anti-(chronic)
inflammatory action”.
Including all rights to the
Inventions described in the Patents. In addition Assignor warrants
that there are 8 compounds in pre-clinical stages which are
derivatives of the Patents as listed in Schedule “A”
attached.
1.2. Consequently
by means of this agreement, the Assignee finds itself in the
position of surrogate owner of all the rights of the Assignor to
the Patent inventions, so that it will have the full and entire
ownership and use of the Patents and the power to use or to exploit
it as it pleases.
-3-
1.3.
The Assignor warrants as of the date of execution of this contract,
the Patents are free of any right of any third person and from any
claim to ownership, total or partial, of any kind and from any
lien, charge, actions or proceedings.
1.4.
The present transfer is taking place under the
sole guarantee of the material existence of the Greek
Patents.
ARTICLE
II – TRANSFER OF TECHNOLOGY
- ENHANCEMENTS - IMPROVEMENTS
2.1.
To fulfill its obligation to participate in the aforesaid general
project of scientific researches and experiments, the Assignee
undertakes to supply all necessary materials, facilities and
required duly qualified personnel to conduct such researches and
experiments.
?n particular it undertakes to
invest every fiscal year at minimum 200,000 US dollars for the
related scientific researches.
2.2.
It is clearly understood that in case the Assignee fails to supply
the aforesaid materials, facilities and personnel and/or fails to
provide on time the said amount, whatever the reason could be, the
Assignor will recover immediately the full ownership of the Patents
and the exclusive rights of use as it wishes, without any
obligation towards the Assignee. All related costs and expenses
would be borne by the sole Assignee.
2.3.
The Assignor will conduct the
technical and scientific development of the Patents and will do so
diligently as his main occupation. The Assignor undertakes to
communicate to the Assignee all scientific and/or technical
information, methods, plans and drafts, relating to the Patent
inventions and also the related know-how and samples if any, as
soon as it occurs and in addition will provide a monthly update and
progress report on the devel
