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.
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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acquisition by BUYER are hereby superceded by this AGREEMENT.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: ____, ___, ___
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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998
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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: ___, ___, ___
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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: ___, ___, ___
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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998
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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: ___, ___, ___
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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998
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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
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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
