f10sb12gex10i_immunobtic.htm


    Exhibit 10.1


     

    PATENT
      PURCHASE AGREEMENT

     

    This
      Patent Purchase Agreement (hereinafter referred to as 'Agreement") is made
      effective May 15, 2007 (the "Effective Date"), by and between SYNORx, Inc (the
      `HOLDER") and ImmunoBiotics, Inc. (the "ASSIGNEE").

     

    Recitals

     

    WHEREAS,
      Thomas P. Lahey and Vithal J. Rajadhyaksha are the inventors of the following
      Intellectual Property, being all of the rights, title and interest in and to
      the
      US Patent No. 6,774,142 (the "PATENT"), filed on September 6, 2002, for
      Inhibition by 3-doxyflavonoids of T-lymphocyte Activation and Therapies Related
      Thereto; and

     

    WHEREAS,
      the INVENTORS transferred all rights, title and interest in the PATENT
      (the
      "Patent") to the HOLDER on October 30, 2002, and;

     

    WHEREAS
      the HOLDER is desirous of transferring ownership (assigning) of the PATENT
      to
      the ASSIGNEE and the ASSIGNEE is desirous of accepting ownership (assignment)
      of
      the PATENT in exchange for the issuance by the ASSIGNEE of 8,794,042 shares
      of
      the ASSIGNEE's common stock.

     

    NOW
      THEREFORE, in consideration of the term and covenants contained herein the
      PARTIES hereto agree as follows:

     

    ARTICLE
      1:  ASSIGNMENT

     

    The
      HOLDER hereby grants to ASSIGNEE an Assignment of the
      PATENT. HOLDER agrees to record transfer of ownership of the PATENT at the
      United States Patent and Trademark Office by assignment to ASSIGNEE in a timely
      manner.

     

    ARTICLE
      2:  CONSIDERATION

     

    In
      consideration of the assignment of the PATENT to ASSIGNEE, ASSIGNEE shall pay
      to
      the shareholders of the HOLDER 8,794,042 shares of ASSIGNEE. The parties
      understand that shares issued by ASSIGNEE in connection with the transaction
      contemplated herein shall be restricted in accordance with Rule 144 of the
      Securities Act as promulgated under the rules of the United States Securities
      and Exchange Commission.

     

       
      ARTICLE 3:  WARRANTIES AND REPRESENTATIONS
      OF
      THE HOLDER represents and warrants that:

     

    1.
      It is
      legally entitled to enter into this transaction

    2.
      The
      patent is free and clear of any liabilities

    3.
      No
      assignments or licenses are outstanding, EXCEPT for those of HOLDER,
      which will terminate upon signature of the Agreement

     

     

    
      
        
        

      

      
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    ARTICLE
      4:  WARRANTIES
      AND REPRESENTATIONS OF THE ASSIGNEE

     

    ASSIGNEE
      represents and warrants that:

     

    
      	
                                                               
                1.

            	
              The
                shares issued by it to the shareholders of the HOLDER have been duly
                authorized and when issued, the shareholders of the Holder will acquire
                good and valid title to the shares free and clear of any
                liabilities

            


    

    


    IN  TESTIMONY
      WHEREOF, HOLDER sets its hand and seals this 30th day of August,
      2007.

    


    SYNORx,
      Inc.

    By:
      /s/ Thomas P. Lahey

    Thomas
      P.
      Lahey, President

     

    IN
      TESTMONY WHEREOF, ASSIGNEE sets its hand and seals 30th day of August,
      2007.

    


    ImmunoBiotics,
      Inc.

    


    By:
      /s/Thomas P. Lahey

    Thomas
      P.
      Lahey, President

     

    State
      of
      California )

    )
      ss.:

    County
      of
      Orange )

    


    On
      this
      30th day o August, 2007, before me, MARY E. WHITE, NOTARY
      PUBLIC,a Notary Public in and for the State and County aforesaid, personally
      appeared THOMAS P. LAHEY, proved
      to
      me on the basis of satisfactory evidence, to bethe person(s) whose name(s)
      is
      subscribed to the within instrument and acknowledged to me that he executed
      the
      same in his authorized capacity(ies), and that by his Signature on the
      instrument the person(s), or the entity upon the behalf of which the person(s)
      acted, executed the instrument and acknowledged the same to be his free act
      and
      deed.

     

    
      
        	
                [SEAL]

              	
                MARY
                  E. WHITE

                COMM....1702884

                NOTARY
                  PUBLIC-CALIFORNIA

                ORANGE
                  COUNTY

                My
                  term exp. November 4, 2010

              	
                /s/Mary
                  White

                Notary
                  Public

              


      

       

       

       

       

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