Friday, October 16, 2015 6:04:54 AM
Effective October 8, 2015, we executed a Patent Purchase Agreement (the “Purchase Agreement”), with Advanomics Corporation, Montreal, Canada (“Advanomics”), pursuant to which we acquired all of the right, title and interest in and to U.S. Patent Number 8,236,935 (the “Patent”) for our anticancer compound, Adva-27a. The Purchase Agreement provides us with direct ownership of the Patent, which includes all rights to this intellectual property within the United States. Prior, we had been licensing the right to use the Patent from Advanomics pursuant to the terms of a License Agreement, as amended (the “License Agreement”).
We believe the financial terms of the Purchase Agreement are more favorable to us than under the License Agreement. Our obligations under the License Agreement required us to pay Advanomics a perpetual annual license fee of $360,000 and reimburse Advanomics for all research and development expenses incurred by Advanomics in connection with Adva-27a, the Licensed Material (as defined in the License Agreement). The Purchase Agreement terminates the License Agreement and all obligations thereunder and provides for purchase of the Patent for twelve (12) consecutive annual payments of $360,000 starting in 2016. Advanomics will retain a security interest in the Patent until all payments due under the Purchase Agreement have been made. Dr. Steve Slilaty, our CEO and principal shareholder, is also the principal officer and shareholder of Advanomics.
http://www.sec.gov/Archives/edgar/data/1402328/000135448815004592/sbfm_8k.htm
http://www.sec.gov/Archives/edgar/data/1402328/000135448815004592/sbfm_ex109.htm
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Intellectual Property
We hold the exclusive rights to Adva-27a in the United States. We received this license from Advanomics Corporation which owns the international patent applications filed on April 27, 2007 (PCT/FR2007/000697). These patent applications, which are now issued in Europe and the United States (US 8,236,935) and are still pending elsewhere around the world, were originally owned by Institut National des Sciences Appliquées de Rouen (France) and have recently been purchased by Advanomics. On January 14, 2013, Advanomics filed a new patent application covering Adva-27a manufacturing processes as well as new Adva-27a derivatives and compositions.
http://www.sec.gov/Archives/edgar/data/1402328/000135448813002516/sbfm_10q.htm
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And this is still in the wind as well...
Offer to exchange 56,839,061 Common Shares
for 56,839,061 Common Shares of
Sunshine Biopharma Inc., a Canadian corporation,
that have been registered under the Securities Act of 1933
We have filed a registration statement on Form S-4, of which this Prospectus is a part, to register the issuance of Common Stock that is to be delivered to our shareholders by a to-be-formed Canadian corporation upon the completion of a redomestication of our Company, Sunshine Biopharma, Inc., a Colorado corporation. We are proposing to change our jurisdiction of incorporation from Colorado to Delaware, then to the Canadian federal jurisdiction under the Canada Business Corporations Act (the “CBCA”) through a process known as a continuation under Delaware and Canada corporate law (the “Continuation” or the “Continuance”). In order to give effect to the Continuation, our Board of Directors has adopted a plan of merger under the Colorado Revised Statutes (the “Plan of Merger”) to reincorporate our Company into a Delaware corporation in order to take advantage of the laws of the State of Delaware authorizing a continuation, and simultaneous therewith, to file a Certificate of Transfer with the Delaware Secretary of State to continue our existence as a Canadian corporation.
2013-09-16 S-4
http://www.sec.gov/Archives/edgar/data/1402328/000135448813005834/sbfm_s4.htm
form 14 2013-08-06
http://www.sec.gov/Archives/edgar/data/1402328/000135448813005255/sbfm_pre14c.htm
RCMP Canada.
http://www.rcmp.gc.ca/en
SEC Complaint process
https://denebleo.sec.gov/TCRExternal/index.xhtml
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