EXHIBIT
10.15
REVOCATION OF
ASSIGNMENT
THIS REVOCATION (the “Revocation of
Assignment”) to the ASSIGNMENT AGREEMENT (the
“Assignment”) is effective as of the 1 st
day of June 2005 (“Effective Date”) by and between
FIRST COVENTRY CORPORATION, a Delaware corporation having offices
at 99 Derby Street, Suite 200, Hingham, MA 02043 (“FIRST
COVENTRY”), and PATHOGENICS CORPORATION, a Delaware
corporation having offices at 99 Derby Street, Suite 200, Hingham,
MA 02043 (“PATHOGENICS”).
WHEREAS, on May 25, 2005 PATHOGENICS
entered into a certain license agreement for Chloroquine patents
and patent applications between PATHOGENICS (as exclusive,
worldwide Licensee) and Alpha Research Group, LLC and Jodi A.
Nelson (collectively, the Licensors), a copy of which is attached
hereto as Exhibit A (“License Agreement”);
WHEREAS, on May 25, 2005 the
PATHOGENICS board of directors resolved by unanimous written
consent of its disinterested directors to purchase three-thousand
(3,000) shares representing one-hundred percent (100%) of the
authorized common stock (the Shares) of FIRST COVENTRY, a copy of
which is attached hereto as Exhibit B (“Unanimous
Consent”);
WHEREAS, on May 25, 2005 pursuant to the
Unanimous Consent PATHOGENICS issued a note and security agreement
in the amount of $20,000 at 8% APR to William K. Mackey and William
L. Sklar, which grants a security interest in the Shares, a copy of
which is attached hereto as Exhibit C (“Note and Security
Agreement”);
WHEREAS, on May 25, 2005 PATHOGENICS
Assigned to FIRST COVENTRY all of PATHOGENICS’ rights and
obligations under the License Agreement against its receipt of the
Shares, a copy of which is attached hereto as Exhibit D
(“Assignment”). The Unanimous Consent, the Investment
Agreement, and the Note and Security Agreement are silent as to the
nature of the consideration PATHOGENICS conveys to FIRST COVENTRY
in return for the Shares. Accordingly, PATHOGENICS and FIRST
COVENTRY both desire to revoke the Assignment as consideration for
the Shares of FIRST COVENTRY, and substitute in its place $20,000
worth of shares of common stock of PATHOGENICS in consideration for
the Shares of FIRST COVENTRY;
WHEREAS, on June 1, 2005 pursuant to the
Unanimous Consent PATHOGENICS entered into the Investment Agreement
with FIRST COVENTRY, thereby buying the Shares and making FIRST
COVENTRY the wholly owned subsidiary of PATHOGENICS, a copy of
which is attached hereto as Exhibit E. The Investment Agreement
requires that PATHOGENICS acquire the Shares for its own account
and for investment purposes only, within the meaning of the
Securities Act of 1933 (the Act), with no intention of assigning
any participation or interest therein, and not with a view to the
distribution thereof. Furthermore, PATHOGENICS may not transfer or
assign its rights under the Investment Agreement, and that the
assignment and transferability of the Shares is restricted. As a
result, PATHOGENICS’ granting of a security interest in the
Shares by the Note and Security Agreement was ineffective.
Accordingly, PATHOGENICS and FIRST COVENTRY both desire to amend
the Investment Agreement to allow PATHOGENICS to freely grant a
security interest in the Shares, and give full force and effect to
the granting of a security interest in the Shares by the Note and
Security Agreement;
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