MUTUAL RESCISSION AGREEMENT
This
Mutual Rescission Agreement (this "Agreement") is entered into
and
effective as of this 26th day of August
2004, by and among Prof. Dr. Dr.
Hans-Jurgen Reimann ("Prof. Reimann"), Dr.
Antje Reimann ("Dr. Reimann"), and
Global Life Sciences, Inc., a Nevada
corporation formerly known as Too Gourmet,
Inc., a Nevada corporation (the "Company";
with Prof. Reimann and Dr. Reimann,
the "Parties" and each, a "Party").
RECITALS
A. The Parties entered into an Asset Purchase and Sale Agreement, with an
effective date of September 22, 2003 (the
"Purchase Agreement"), whereby the
Company acquired the medical business
assets and related
intellectual
property
(the "Acquired Assets and Business") of a medical laboratory and service
provider, doing business as the
Internationale
Fachklinik, from Prof.
Reimann
and Dr. Reimann (the "Transaction").
B. In exchange for the Acquired Assets and Business, Prof. Reimann and Dr.
Reimann and their designees collectively received from the Company
26,500,000
shares of the Company's common stock (the
"Acquisition
Shares") and options
to
purchase up to an additional 3,500,000 shares of the Company's common
stock at
an exercise price of $0.10 per share,
exercisable
on or before
September 21,
2006 (the "Acquisition Options").
C. The above-referenced designees were Thomas Kuspert,
Rudi Prochnow,
Thorsten
Barth, Sanja Makitan, Claudia Knotzsch, Swiss Equities Group Inc., Seaport
Partners, Inc., Westie International Ltd., BF Acquisition
Group I, Inc., Peter
Kneib, Susann Kacprzyk, and Frank Kisch
(collectively, the "Shares Designees").
D. The Company has issued "S-8 Shares" (the "S-8 Issued Shares") to the
following individuals and has reserved (the
"S-8 Reserved Shares") an equivalent
number of shares to the following
individuals:
Prof. Reimann
93,750
Dr. Reimann
93,750
Thomas Kuspert
46,875
Claudia Knotzsch
46,875
Harrysen Mittler
93,750
E. The Parties have determined that it is in the best
interest of the
Parties
mutually to rescind the Purchase Agreement and return the Parties to their
respective asset and common stock immediately positions prior to the
Transaction.
NOW, THEREFORE,
in consideration of
the above recitals and the mutual
benefits contained herein, the Parties
agree as follows:
1. RESCISSION. The
Purchase Agreement and
all agreements entered into
by and among the Parties in connection
therewith are hereby
rescinded as of the
effective date thereof, are of no force or effect as if each of the same
had
never been executed and delivered, and each of the Parties to this
Agreement
will be restored to the position it was in immediately before each of such
agreements was executed, with respect to
the Acquisition Shares, the Acquisition
Options, the S-8 Shares, and the Acquired
Assets and Business in the manner and
on the terms set forth hereinbelow.
<PAGE>
2. ACQUISITION SHARES;
ACQUISITION OPTIONS; S-8 SHARES. Upon execution
of this Agreement by Prof. Reimann and Dr. Reimann,
each of Prof.
Reimann and
Dr. Reimann and, through them, each of the Shares
Designees shall
surrender to
the Company for cancellation certificates representing the Acquisition
Shares
and the Acquisition Options and shall execute stock
powers effecting same. Upon
the execution of this Agreement by Prof.
Reimann and Dr.
Reimann, each of
Prof
Reimann and Dr. Reimann and, through them, each of the original
issuees of the
S-8 Issued Shares shall surrender to the
Company for
cancellation
certificates
representing S-8 Issued Shares that were owned of record or
beneficially
by
their original issuees as of August 10, 2004 (the "Remaining S-8 Issued
Shares"), and shall execute stock powers
effecting same. Upon
the execution of
this Agreement by Prof. Reimann and Dr.
Reimann, all of the
Acquisition Shares,
Acquisition Options, Remaining S-8 Issued Shares, and
S-8 Reserved Shares shall
be deemed cancelled, as if the same had never been
issued and the issuees
and
grantees, respectively, shall not have any entitlements
thereto. If any of the
stock certificates representing the Acquisition
Shares or the shares
acquired
through the exercise of the Acquisition
Options shall have
been lost, stolen or
destroyed, the Party claiming such certificates to be so lost, stolen or
destroyed shall make an affidavit of that fact and post a bond or other
collateral security in such reasonable amount as the Company may direct as
indemnity against any claim that may be
made with respect to such certificate.
3. ACQUIRED ASSETS AND
BUSINESS. Upon
execution of this
Agreement by
Prof. Reimann and Dr. Reimann and by an
authorized officer of
the Company, all
of the Acquired Assets and Business are
deemed to be returned and transferred to
Prof. Reimann and Dr. Reimann. Any and all agreements with and
obligations to
any and all third parties in respect
thereof shall also be deemed amended hereby
to provide that Prof. Reimann and Dr. Reimann, or their designees who are not
otherwise affiliated with the Company,
shall be substituted
for the Company and
that all of such agreements and obligations
will be deemed novated such that the
Company not be a p
