Definitive Asset Purchase and Sale Agreement for Health Advantage by Genus International, Unicible, and CDS Theoreme SA

Summary

Genus International Corporation, a Delaware company, has agreed to purchase all rights and materials related to the Health Advantage concept and product from Swiss companies Unicible and CDS Theoreme SA. The purchase price totals 580,000 Swiss Francs, with payments split between the sellers, and includes a 1% equity stake in Genus for CDS Theoreme SA. The agreement requires confidentiality, includes a non-competition clause, and is governed by Swiss law, with disputes resolved by arbitration in Geneva. The transaction is set to close after financing is secured by Genus.

EX-10.5 6 0006.txt DEFINITIVE ASSET PURCHASE & SALE AGREEMENT SUMMARY OF HEALTH ADVANTAGE AGREEMENT The "Definitive Asset Purchase and Sale Agreement to Acquire the Rights and Materials Concerning the Concept and Product Health Advantage" (hereafter "the Contract"), contains the terms of the agreement whereby Genus International Corporation ("Genus") agrees to purchase from Swiss companies (Unicible and CDS Theoreme SA) all of the rights and materials concerning "Health Advantage". The purchase price of the transaction was 450,000 Swiss Francs payable to Unicible, and 130,000 Swiss Francs payable to CDS Theoreme SA, as well as one percent (1%) of the common stock of Infomedics, a Swiss company, to CDS Theoreme SA. The closing date was set for January 15, 1999, which has been extended to allow for the financing of Genus. The transaction between the parties includes a confidentiality agreement as to all parties. The Contract is governed by the laws of Switzerland and any dispute is to be submitted to arbitration in Switzerland. DEFINITIVE ASSET PURCHASE AND SALE AGREEMENT TO ACQUIRE THE RIGHTS AND MATERIALS CONCERNING THE CONCEPT AND PRODUCT HEALTH ADVANTAGE This DEFINITIVE ASSET PURCHASE AND SALE AGREEMENT (the "DEFINITIVE AGREEMENT") contains the terms and conditions under which GENUS International Corporation, a Delaware corporation (hereinafter referred to as "BUYER") agrees to purchase from UNICIBLE, a Swiss Corporation and CDS THEOREME SA (hereinafter referred to as "SELLERS") all of the rights and materials concerning the CONCEPT and PRODUCT known as HEALTH ADVANTAGE (the "PROPERTY" DESCRIBED BELOW). Any prior proposals or letters of intent or LETTER AGREEMENTS concerning this acquisition by BUYER are hereby superceded by this AGREEMENT. Only when this DEFINITIVE AGREEMENT, together with the closing documents as described below, is executed and delivered by all required parties and all necessary consents are obtained, will BUYER be bound to purchase and SELLERS be bound to sell the property, under the terms and conditions of this DEFINITIVE AGREEMENT. Notwithstanding the foregoing, BUYER and SELLERS (hereinafter referred to as the "PARTIES") agree that the provisions contained in Paragraphs 2.a. and 5. herein represent legally binding agreements of the PARTIES, enforceable against the PARTIES and their respective transferees, successors and assigns and Paragraphs 2.a. and 5. shall survive any termination of this DEFINITIVE AGREEMENT indefinitely. 1. PROPERTY The PROPERTY shall include: a. the rights to develop and commercialize the CONCEPT and PRODUCT known as "HEALTH ADVANTAGE" in accordance with the Business Plan Summary contained in EXHIBIT "A" which, by attaching it hereto, is made a part of this DEFINITIVE AGREEMENT; /s/ /s/ /s/ Initials: ____, ___, ___ Page 1 GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT November 27, 1998 b. the rights to the name "HEALTH ADVANTAGE", together with all copyrights and rights to copyright and patent any and all features and the intellectual property associated with the CONCEPT and PROGRAM known as "HEALTH ADVANTAGE"; c. the deliverables as listed in the Schedule "1 Health Advantager Invetaire produlte et documentation livres", including all items listed under sections 1.1 through 1.5, dated 13.02.98, and made a part of this DEFINITIVE AGREEMENT by attaching it hereto as EXHIBIT "B". The PROPERTY shall be transferred at closing to BUYER free and clear of any and all encumbrances. Except as set forth in this Paragraph 1., no other assets or liabilities of the SELLERS shall be included in the PROPERTY transferred to BUYER at closing of the transaction contemplated herein. Specifically excluded are claims or causes of action against SELLERS in connection with acts or occurrences prior to the closing date. 2. PRICE AND TERMS a. Purchase Price: i. Francs Suisses 450,000 (Four Hundred Fifty Thousand Swiss Francs) payable in two (2) installments to UNICIBLE as follows: (a) Francs Suisses 330,000 (Three Hundred Thirty Thousand Swiss Francs) payable in cash at closing. (b) Francs Suisses 120,000 (One Hundred Thirty Thousand Swiss Francs) payable in cash thirty 30)days after closing. ii. Francs Suisses 130,000 (One Hundred Twenty Thousand Swiss Francs) together with one (1) percent of the issued and outstanding shares of the common stock of the Buyer payable and deliverable to CDS THEOREME SA as follows: (a) Francs Suisses 100,000 (One Hundred Thousand Swiss Francs) payable in cash at closing. (b) Francs Suisses 30,000 (Thirty Thousand Swiss Francs) payable in cash thirty (30 days after closing. (c) One (1) percent of the common stock of BUYER deliverable to CDS THEOREME SA on signing of this agreement by SELLERS. Said stock shall be considered a good faith deposit (the "DEPOSIT") by BUYER and shall remain the property of CDS THEOREME SA whether or not the transaction contemplated herein closes or not. /s/ /s/ /s/ Initials: ___, ___, ___ Page 2 GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT November 27, 1998 b. Terms: OBLIGATIONS OF SELLERS i. At closing, SELLERS shall warrant to BUYER that the Purchase Price as defined in Paragraph 2.(a) herein represents full and complete payment for the PROPERTY as described in Paragraph 1. ii. SELLERS will deliver to BUYER, at closing, a binding non-competition agreement, the terms and conditions of which have been negotiated and agreed upon between SELLERS and BUYER. OBLIGATIONS OF BUYER i. Ommitted 3. CLOSING BUYER and SELLERS shall close the transaction no later than January 15, 1999, unless both BUYER and SELLERS agree upon another date. 4. DUE DILIGENCE BUYER hereby acknowledges that: a. It has hereto fore undertaken its financial and physical investigations of the PROPERTY, and b. is and will be relying strictly and solely upon such investigation and the advice and counsel of its agents and officers. As such, BUYER waives any further due diligence or contingency period with respect to the transaction contemplated herein. 5. CONFIDENTIALITY BUYER and SELLERS shall maintain complete confidentiality with respect to all elements of this DEFINITIVE AGREEMENT other than as necessary to secure the approvals of the appropriate Officers, Boards, Shareholders, Investors or Financial Advisors. /s/ /s/ /s/ Initials: ___, ___, ___ Page 3 GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT November 27, 1998 The laws of Switzerland shall govern this DEFINITIVE AGREEMENT. Any dispute arising out of or in conjunction with this DEFINITIVE AGREEMENT shall be submitted to an arbitral tribunal composed of one arbitrator appointed in accordance with the Rules of the Geneva Chamber of Commerce. The arbitration proceedings shall be conducted in English. The seat of the arbital tribunal shall be in Geneva. This DEFINITIVE AGREEMENT may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one DEFINITIVE AGREEMENT. 6. SIGNATURES GENUS International Corporation, a Delaware Corporation BY: /S/L. Allen Pesch Date: January 15, 1999 L. Allen Pesch, its President UNICIBLE Informatique Bancaire BY: /S/Kurt Oesch Date: January 6, 1999 Kurt Oesch /s/Gerard Favet Gerard FAVET CDS THEOREME SA BY: /S/Eric Hauf Date: January 6, 1999 Eric Hauf, its President Initials: ___, ___, ___ Page 4 GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT November 27, 1998 Health Advantage - list of deliverables - project documentation 1. Product Health Advantage : deliverables Items Format Functional specifications paper report + Word file * Global concept * Data structure * Business functions * Access and storage security concept * Notes * Appendix: * Functional model Freelance file * Data model Freelance file Prototype * Objectives paper report + Word file * Target market - partners paper report + Word file * Prototype's functions paper report + Word file * Data paper report + Word file * Presentation's script paper report + Word file * Notes and comments on the presentations paper report + Word/Amipro files * Setup program executable (Windows 95 or NT)HA5.EXE * Data base BD Access * Source code Visual Basic 4 * Installation's procedure paper report + Word file * Using procedure paper report + Word file * Automatic demonstration Screencam Structuring medical data base: splitting and analysis * Vadamacum paper report + Word file * Trauma structuring paper report + Word file Diagnosis structuring paper report + Word file Status specifications paper report + Word file Development planning paper report + Excel file * Steps * Estimations GFA/invdehoe/04.01.99 2. Technical and planning informations (for information) Items Format Feasability study paper report Objectives paper report + Word file * General * Functional * Technical * Security and data privacy * Business * Financial Versions deployment strategy paper report + Word file "Carnet de sante" paper report + Word file * Objectives * Proposed services * Technical architecture Technical architecture of Health Advantage paper report + Word/PowerPoint file Competing products paper report + Word file Standards and codifications paper report + Word file 3. Documentation about health policy and IT 4. Software (to be confirmed) * Access * Visual Basic version 4 5. Hardware (to be confirmed) 1 IBM PS277 488DX2 GFA/Invdehoe/04.01.99