f10sb12gex10ii_immunobtic.htm


    Exhibit 10.2

     

    NON-EXCLUSIVE
      PATENT LICENSE AGREEMENT

     

    This
      Non-exclusive Patent License Agreement entered into this 1st day of September,
      2007, by and between ImmunoBiotics, Inc., a corporation organized under the
      laws
      of the State of Florida, having its principal office at 511 NE 94th Street,
      Building 2, MiamiShores, Florida 33138, hereinafter referred to as "Licensor,"
      and SYNORx, Inc., a corporation organized under the laws of the State of Nevada,
      having its principal office at 1060 Calle Negocio, Suite B, San Clemente,
      California 92673, hereinafter referred to as "Licensee."

     

    RECITALS

     

    WHEREAS,
      Licensor is the owner of the following intellectual property: United States
      Patent number 6,774,142 entitled "Inhibition by 3-Deoxyflavonoids of
      T-Lyrnphocyte Activation and Therapies Related Thereto", hereinafter "The
      Patent"; and

     

    WHEREAS,
      Licensee is desirous of researching, developing, marketing, distributing, and
      selling Luteolin and related bioflavonoid-based products under The Patent;
      and

     

    WHEREAS,
      Licensor is willing to grant a Non-exclusive License to Licensee to research,
      develop, markets distribute, and sell Luteolin and related bioflavonoid-based
      products covered by The Patent.

     

    NOW
      THEREFORE, the parties agree as follows:

     

    1.  Licensor
      hereby grants a
      Non-exclusive License to Licensee. This License will grant Licensee all rights
      provided under The Patent.

     

    2.  The
      initial term of the
      Exclusive License shall be Five (5) consecutive years following the date of
      this
      agreement, at which time the Licensee shall have the option to renew at Five
      (5)
      year intervals through the effective dates of the patents, provided that
      licensee is compliant with ALL terms of this agreement and any future agreements
      with Licensor.

     

    3.  In
      consideration for
the Non-exclusive Patent License Agreement, Licensee shall manufacture
      and deliver to Licensor Five Thousand (5,000) bottles of 10 mg LutiMax tablets,
      bottled and labeled as directed by Licensor. Label copy and lables will
      be provided by Licensor. In addition to the manufacture and delivery of the
      5,000 bottles of LutiMax 10 mg tablets, Licensee will pay a royalty of Five
      Percent (5%) of net sales of products sold by Licensee that are covered by
      the
      Patent for the first Five Hundred Thousand $500,000 in sales per year, Seven
      and
      One-Half Percent (7.5%) of net sales per year from Five Hundred Thousand to
      One
      Million dollars ($500,000 to $1,000,000) in sales, and for net sales exceeding
      One Million Dollars ($1,000,000) per year, Licensee will pay Ten
      Percent (10%) of net sales. Licensee shall pay to Licensor annually a minimum
      earned royalty of Ten Thousand Dollars ($10,000.00). The payments of the
      royalties or minimum annual royalty payment will be paid quarterly within 30
      days of completion of each quarter beginning the effective date of this
      Non­-exclusive Patent License Agreement.

    


     

    
      
        
        

      

      
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      4.  Licensee
      shall keep suitable records of sales hereunder and to furnish to Licensor a
      quarterly and annual summary report giving the amount of product manufactured
      or
      sold by Licensee under The Patent, and to accompany such report with a payment
      of royalties accrued hereunder. Royalty payments shall be made payable to
      "ImmunoBiotios, Inc. and wired in US funds to the Licensor's designated bank
      account. To enable Licensor to verify the accuracy of such reports, Licensee
      agrees to permit Licensor's accountant to inspect its pertinent records during
      reasonable business hours upon reasonable notice to Licensee. Licensor shall
      also have the right during normal business hours to inspect the premises where
      SYNORx, inc.'s products are packaged, stored, marketed, or sold for the
      purposes of verifying royalties due and the handling of quality
      control.

     

          
      5.  Licensor
      believes that Luteolin and related bioflavonoid-based products and the
      compositions protected under The Patent are suitable for United States sale
      and
      use; however, it makes no representation in this regard. Licensor shall not
      have
      any responsibility to Licensee in the event Luteolin or the products
      manufactured under The Patent do not perform satisfactorily.

     

          
      6.  Licensee
      shall maintain the quality of Luteolin, LutiMax, and all products sold
      under this Agreement as required by the minimum standards for Dietary
      Supplements and Drugs (if such product is sold as a drug) in the United States.
      Licensor reserves the right to inspect the quality of all products sold under
      this Agreement to ensure that the quality is as required

     

          
      7.  Licensee
      agrees to Licensor harmless from any liability or expense in connection
      with its marketing, sales, or use of Luteolin or Luteolin-based
      products.

     

           
      8.  The
      name
      of Licensor shall not be used in advertising without the express written
      permission of Licensor.

     

           
      9.  In
      the
      event that protection rights to The Patent are infringed by a third party,
      Licensor shall have the first opportunity to sue for infringement and to recover
      and retain any and all damages after paying Licensee its royalties based upon
      the infringers sales. In the event that Licensor does not desire to sue for
      any
      infringement, the Licensee thereafter will have the right to sue for
      infringement and retain all damages recovered there from. The party bringing
      the
      suit shall be responsible for all of the costs of the suit unless there is
      a
      further agreement between Licensor and Licensee in this regard.

     

           
      10.  This License
      shall not be assignable by Licensee without the prior written consent of
      Licensor, which consent shall not be unreasonably withheld.

     

           
      11.  Licensor may,
at its option,
      terminate this agreement by written notice to
      Licensees if Licensee shall default in:

     

                   
      a.         The payment of any royalties
      required to be paid by Licensee to Licensor hereunder; or

    


     

    
      
        
        

      

      
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    b.        The
      making and submission of any reports required hereunder; or

     

    c.        
      If
      such
      default shall continue for a period of thirty (30) days after Licensor shall
      have given to Licehsee a written notice of such default;

     

    12.  Failure
      or delay by Licensor to exercise its right of termination hereunder by reason
      of
      any default by Licensee in carrying out any obligation imposed upon it by this
      Agreement shall not operate to prejudice Licensor's right of termination for
      any
      other subsequent default by Licensee.

     

    13.  Unless
      sooner terminated in accordance with its terms, this Agreement shall continue
      through the life of Patents and any renewals thereof provided, however that
      if
      the Patent Protection is held to be invalid by a court having jurisdiction
      in a
      decision which has become final, un-appealable and un-reviewable, the Licensee's
      obligation to pay future royalties and patent maintenance fees shall
cease.

     

    14.  Licensee
      may terminate the License granted by this Agreement, provided Licensee shall
      not
      be in default hereafter by giving Licensor ninety (90) days written notice
      of
      its intention to do so. If such notice is given, then upon the expiration of
      such ninety (90) days the termination shall become effective; but such
      termination shall not operate to relieve Licensee from its obligation to pay
      royalties or to satisfy and other obligations accrued hereunder prior to the
      data of such termination. Upon termination of this Agreement, all of the
      licensed rights shall automatically revert to Licensor.

     

    15.  Licensee
      shall provide Licensor with detailed information on the performance of Luteolin,
      particularly any information which might reflect adversely on ImmunoBiotics,
      Inc. or the use of Luteolin or Luteolin-based products.

     

    16.  Licensor
      retains the
      right to freely research, manufacture, market, sell and distribute Luteolin
      products and products covered by The Patent for all purposes and does
      not forgo any rights of its own under The Patent.

     

    17.  This
      agreement shall be governed and construed in accordance with the laws of the
      State of Florida, the United States of America, and any dispute, controversy
      or
      claim arising out of or relating to this Agreement shall be brought and decided
      in the courts of MiamiDace County, Florida or the United States Federal Courts
      in Florida, and the parties agree to accept service of process by registered
      mail, and waive any jurisdictional or venue defenses otherwise
      available.

     

    18.  This
      Agreement represents the entire Agreement between the partieswith respect to
      the
      subject matter hereof, and supersedes all prior agreements between the parties
      on this subject, and may be amended only by a written instrument or instruments
      signed on behalf of the parties hereto.

     

    19.  If
      any part of this
      Non-Exclusive Patent License Agreement is decided by a court of law to be
      unlawful, the remaining parts of this PATENT Non-Exclusive Patent License
      Agreement are enforceable and intact to be deemed as lawful and
      binding.

    


     

    
      
        
        

      

      
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    IN
      WITNES
      WHEREOF, the parties have caused this Agreement to be executed as of
      the
      day and year first above written..

     

    LICENSOR:                                                          LICENSEE:

    ImmunoBiotics,
      Inc.                                         
 SYNORx, Inc.

     

    By:
      /s/Thomas P.
      Lahey                                    By:
      /s/Thomas P. Lahey

    Thomas
      P.
      Lahey                                               
Thomas P. Lahey 

    Title:
      President                                                   
Title: President     

     

     

     

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