Exhibit 10.1


 


 


 


 


 


 


 


Dated
the 1st day of January 2018


 


AU,
SIK KEE (區錫機)


 


AND


 


REGENCELL
BIOSCIENCE LIMITED 


(腦再生科技有限公司)


_______________________________________________________


 


DEED OF
RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING


_______________________________________________________


 


 


 


 


 


 


 


 




     


     


    

 


This DEED
OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING is made on the 1st day of January 2018


 


BETWEEN


 


AU, SIK
KEE (區錫機), the holder of Hong Kong Identity Card No.
K*******, of 22/F, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong, being the Listed Chinese Medicine
Practitioner with the Listed No. of L***** maintained by the Chinese Medicine Practitioners Board of the Chinese Medicine Council
of Hong Kong (“The Chinese Medicine Practitioner”);


 


AND


 


REGENCELL
BIOSCIENCE LIMITED (腦再生科技有限公司),
a company incorporated in Hong Kong as a private company with limited liability with the Company no. 2236362, whose registered
office and whose principal place of business in Hong Kong is 21/F, EIB Tower, 4-6 Morrison Hill Road, Wan Chai, Hong Kong (“Regencell”);


 


(collectively,
referred hereunder as to “the Parties”)


 


WHEREAS:-



 


		A.	The
                                         Chinese Medicine Practitioner is the founder, creator and developer of certain Traditional
                                         Chinese Medicine (“TCM”) formulae which can provide effective solutions
                                         for patients suffering from Attention Deficit and Hyperactivity Disorder (“ADHD”)
                                         and Autism Spectrum Disorders (“ASD”), which are supported by the
                                         research data of over 100 patients who suffered from ADHD and ASD , and all other TCM
                                         formulae targeting different kinds of human illnesses and diseases (collectively, “the
                                         TCM Formulae”), as well as all of the Intellectual Property Rights (as defined
                                         hereinunder) (collectively, “the TCM Formulae and All Intellectual Property
                                         Rights”).



 


		B.	The
                                         Chinese Medicine Practitioner is also the sole legal and beneficial owner of the intellectual
                                         property rights of the TCM Formulae, including research and development, trademark, copyright,
                                         patent, and any other intellectual property rights, whether registered, unregistered,
                                         registrable, unregistrable or otherwise, in relation to and/or in connection with the
                                         TCM Formulae (“the Intellectual Property Rights”).



 






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		C.	Regencell
                                         was incorporated in Hong Kong as a private limited company on 12th May 2015,
                                         with an objective to provide and further research and development of TCM Formulae and
                                         All Intellectual Property Rights to be sold and marketed commercially around the world.



 


		D.	By
                                         entering into this Deed, both The Chinese Medicine Practitioner and Regencell acknowledge
                                         that they have read and understood the matters set out herein and that they are of lawful
                                         and legally competent to execute this Deed. Both The Chinese Medicine Practitioner and
                                         Regencell further acknowledge that they understand and have been advised of their respective
                                         right to obtain independent legal advice before entering into this Deed and are aware
                                         of its legal implication.



 


		E.	The
                                         Parties acknowledge that the terms and conditions set out in this Deed are contractual
                                         in nature and they are intended to have legal effect and are not merely a warning or
                                         recital.



 


		F.	The
                                         Parties confirm that they enter into this Deed out of its/his own free will without any
                                         undue influence, pressure, representation or inducement by any others.



 


		G.	The
                                         Parties have agreed to enter into this Deed for The Chinese Medicine Practitioner to
                                         effect the transfer of ownership of the TCM Formulae and All Intellectual Property Rights
                                         and the TCM Inventions (as defined hereinafter) to Regencell and for Regencell to give
                                         an undertaking to The Chinese Medicine Practitioner in accordance with the terms set
                                         out in this Deed.



 


NOW THIS
DEED WITNESSES that: -


 


		1.	INTERPRETATION



 


		1.1	In
                                         this Deed, words importing the singular include the plural and vice versa, words importing
                                         gender or the neuter include both genders and the neuter and references to persons include
                                         bodies corporate or unincorporated.



 


		1.2	In
                                         this Deed, headings are for convenience only and shall not affect the construction of
                                         this Deed.



 






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		1.3	In
                                         construing this Deed:-



 


		(a)	the
                                         rule known as the ejusdem generis rule shall not apply and accordingly general words
                                         introduced by the word “other” shall not be given a restrictive meaning by
                                         reason of the fact that they are preceded by words indicating a particular class of acts,
                                         matters or things; and



 


		(b)	general
                                         words shall not be given a restrictive meaning by reason of the fact that they are followed
                                         by particular examples intended to be embraced by the general words.



 


		2.	TRANSFER
                                         OF OWNERSHIP OF TCM FORMULAE AND ALL INTELLECTUAL PROPERTY RIGHTS



 


		2.1	The
                                         Chinese Medicine Practitioner hereby irrevocably agrees that he shall assign all his
                                         legal and beneficial ownership in relation to and/or in connection with the TCM Formulae
                                         and All Intellectual Property Rights to Regencell upon execution of this Deed (“the
                                         Transfer”).



 


		2.2	In
                                         consideration of the Transfer, Regencell undertakes to The Chinese Medicine Practitioner
                                         and agrees to donate three percent (3.0%) of net revenue generated in association with
                                         the use and/or commercialization of the TCM Formulae and All Intellectual Property Rights
                                         (“the Donation”) upon the Transfer to any of the charitable institutions
                                         and/or trusts of a public character anywhere in the world (“the Charitable Organization”)
                                         at the sole and absolute choice of the Chinese Medicine Practitioner (or someone assigned
                                         by him in writing) and in such proportion at the sole and absolute discretion of the
                                         Chinese Medicine Practitioner (or someone assigned by him in writing) on a yearly basis.



 


		2.3	Regencell
                                         agrees that the calculation of the Donation will be relied on the net revenue as shown
                                         in the breakdown of the audited financial accounts of Regencell and The Chinese Medicine
                                         Practitioner is at his liberty to request Regencell to submit the audited financial accounts
                                         for his inspection at any time.



 


		2.4	Regencell
                                         agrees that for proving the compliance of its obligation under the clause 2.2 hereof,
                                         Regencell shall submit all payment slips regarding its Donation to the Charitable Organizations
                                         on a yearly basis or as requested by The Chinese Medicine Practitioner.



 






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		2.5	Regencell
                                         undertakes to pay for all costs and expenses incurred by the Chinese Medicine Practitioner
                                         in conducting research, testing, attending meetings/seminars, compiling records/reports
                                         or performing any similar acts in relation to the development of the TCM Formulae.



 


		2.6	Upon
                                         the execution of this Deed, The Chinese Medicine Practitioner acknowledges that the legal
                                         and beneficial ownership of the TCM Formulae and All Intellectual Property Rights shall
                                         vest and continue to vest in Regencell. Any products or services further developed by
                                         the use of the TCM Formulae and All Intellectual Property Rights or acquired thereunder
                                         shall remain the exclusive property of Regencell.



 


		2.7	The
                                         Chinese Medicine Practitioner shall do and perform or procure to be executed, done and
                                         performed by Regencell all such further acts, agreements, assignments, assurances, deeds
                                         and documents upon the request from Regencell to vest effectively the legal and beneficial
                                         ownership of the TCM Formulae and All Intellectual Property Rights in Regencell.



 


		3.	STRATEGIC
                                         PARTNERSHIP



 


		3.1	Regencell
                                         hereby forms a strategic partnership with The Chinese Medicine Practitioner whereas Regencell
                                         undertakes to continuously carry out its obligation under Clause 2.2 and The Chinese
                                         Medicine Practitioner accepts Clause 3.2 and Clause 3.3.



  



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		3.2	Any
                                         inventions, TCM formulae, utilities, models improvements, research, discoveries, designs,
                                         processes, methods of manufacture, distribution or management, products, works of authorship,
                                         creations and the like, including all of their Intellectual Property Rights, conceived
                                         or made by The Chinese Medicine Practitioner, either individually or jointly with others,
                                         and in relation to TCM (individually, an “TCM Invention”, and collectively,
                                         “TCM Inventions”), shall be the sole and exclusive property of Regencell,
                                         its successors, assigns and nominees, without any compensation in addition to that set
                                         forth in this Deed. The Chinese Medicine Practitioner is, however, permitted to continue
                                         to use or make use of the TCM Inventions solely in his practice and for his research
                                         as a Chinese Medicine practitioner. Without limiting the generality of the foregoing:


 


If
after the execution of this Deed, The Chinese Medicine Practitioner, either individually or jointly with others, conceives, authors,
makes or first actually reduces to practice any TCM Invention, The Chinese Medicine Practitioner shall promptly disclose to Regencell
full details thereof, including without limitation any notes, recipes, formulae, drawings and models relating thereto, and agrees
to assign and does hereby assign and transfer to Regencell, its successors, assigns and nominees, all The Chinese Medicine Practitioner’s
right, title and interest in and to such TCM Invention. At the expense and request of Regencell at any time and from time to time,
The Chinese Medicine Practitioner shall execute and deliver all documents and do all things necessary or desirable to enable Regencell,
its successors, assigns and nominees, to obtain the full benefit of an entire right, title and interest in and to such TCM Invention,
and to obtain, maintain, defend and enforce patent or other appropriate forms of protection for such TCM Invention throughout
the world, including without limitation the execution of all necessary applications, declarations, affidavits and other documentation.
All decisions as to the patenting and exploitation of any such TCM Invention shall be in the sole discretion of Regencell. The
Chinese Medicine Practitioner irrevocably appoints Regencell to be The Chinese Medicine Practitioner’s attorney-in-fact,
in The Chinese Medicine Practitioner’s name and on The Chinese Medicine Practitioner’s behalf, to execute and deliver
such documents or instruments and do all such things that are necessary or desirable for the purpose of giving to Regencell, its
successors, assigns and nominees the full benefit of the provisions of this Clause 3.2.


 


		3.3	The
                                         Chinese Medicine Practitioner shall promptly disclose to Regencell all works in which
                                         copyright or design right exists which are originated, conceived, written or made by
                                         The Chinese Medicine Practitioner, either individually or jointly with others, and shall,
                                         until such rights are fully and absolutely vested in Regencell, its successors, assigns
                                         and nominees, hold them in trust for Regencell. The Chinese Medicine Practitioner agrees
                                         to assign and does hereby assign and transfer to Regencell, its successors, assigns and
                                         nominees, all copyright, design right and other proprietary and/or intellectual property
                                         rights, if any, therein for the full terms thereof throughout the world. At the expense
                                         and request of Regencell at any time and from time to time, The Chinese Medicine Practitioner
                                         shall execute and deliver all documents and do all things necessary or desirable to enable
                                         Regencell, its successors, assigns and nominees, to obtain the full benefit of an entire
                                         right, title and interest in and to such rights, and to secure copyright or other forms
                                         of intellectual property protection for them throughout the world, and otherwise to establish
                                         and substantiate the rights of Regencell under this Clause 3.3.



 






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		4.	DISCLOSURE
                                         OF THIS DEED



 


		4.1	This
                                         Deed and/or any of the terms and conditions herein may be disclosed partially or entirely
                                         by either of the Parties for and only for the following purposes (“the Disclosure”).



 


		4.1.1	where
                                         the Disclosure, in the opinion of Regencell, is of use in promoting, marketing and commercializing
                                         the business of Regencell and/or the TCM Formulae and All Intellectual Property Rights
                                         to all potential investors.



 


		4.1.2	where
                                         the Disclosure, in the opinion of Regencell, is necessary to demonstrate and prove its
                                         legal and beneficial ownership of the TCM Formulae and All Intellectual Property Rights.



 


		4.1.3	where
                                         the Disclosure is required by law, by a court of competent jurisdiction or by another
                                         appropriate governmental, supervisory or regulatory body, within the extent permitted
                                         by law.



 


		5.	GENERAL



 


		5.1	The
                                         Parties represent and warrant that this Deed is executed on their behalf with full authorization
                                         and power and they are entitled to take any necessary measures to perform this Deed.



 


		5.2	No
                                         variation or amendment to this Deed shall be effective unless in writing and signed by
                                         the authorised representatives of all the Parties.



 


		5.3	Any
                                         provisions of this Deed held invalid or unenforceable shall not affect the enforceability
                                         of the other provisions that shall remain valid.



 






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		6.	TRANSFER
                                         OF BENEFIT



 


		6.1	The
                                         Chinese Medicine Practitioner agrees that Regencell can transfer this Deed, on the same
                                         terms and conditions, to Regencell’s successors, assigns and nominees as may from
                                         time to time be requested by Regencell.



 


		7.	SEVERABILITY



 


		7.1	If
                                         any of the provisions in this Deed are found to be invalid, illegal or unenforceable
                                         by any applicable laws, regulations or competent courts, such invalidity, illegality
                                         and unenforceability shall not affect the remaining provisions of this Deed.



 


		8.	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


This Deed
shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, and any conflict or
dispute arising from or related to this Deed shall be subject to the non-exclusive jurisdiction of the Hong Kong courts.


 




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IN WITNESS
WHEREOF, the undersigned, intending to be legally bound, have duly executed and delivered this Deed to become effective as of
the date first above written.


 


	SIGNED, SEALED AND DELIVERED	)	 
	By	)	 
	AU, SIK KEE (區錫機)	)	/s/
    Sik Kee Au
	Holder of Hong
    Kong Identity Card No.	)	 
	HKID No. K763****	)	 


 


	in the
    presence of :-	/s/
    Mandy Au



 


	SIGNED with the Common Seal
    of	)	 
	REGENCELL BIOSCIENCE	)	 
	LIMITED (腦再生科技有限公司)	)	/s/
    Yat-Gai Au
	and SIGNED by its Director(s)	)	 



 


	in the
    presence of :-	/s/
    James Wai Hong Chung


 


 


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