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Termination Of Licence Agreement - HIV VAC INC - 8-1-2011

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					                                                    Exhibit 10.14

                               TERMINATION OF LICENCE AGREEMENT

By and Between

THE UNIVERSITY OF BIRMINGHAM of Edgbaston, Birmingham B15 2TT (hereinafter the "University")

and

INTRACELL VACCINE LIMITED, registered in the Isle of Man number 092993C with registered address
IOMA House, Hope Street, Douglas. Isle of Man, IMI 1AP
(hereinafter "Intracell")

and

VACCINE REASEARCH TRUST OF 22 Alcester Road, Moseley, Birmingham B13 8BE, registered with the
Charities Commision, number 326276 (hereinafter "VCT")

WHEREAS

A) The University has licensed its HIV vaccine (the "Vaccine") to Intracell under a licence agreement dated
November 5, 1998 ("the agreement"); and
B) Intracell sub-licensed its rights under the Agreement to HIV_VAC Inc; and
C) Both Intracell and HIV-VAC Inc are unable to comply with the minimum royalty conditions and the patent
costs reimbursement conditions of the Agreement and are also unable to attract financing to commercialise the
Vaccine

It is now agreed as follows:

1) Intracell agrees to give up any rights that it might have in the Vaccine, and return those rights to the University
PROVIDED Intracell terminates any sub-licences currently in force, and in particular, the sub-licence to HIV-
VAC Inc.

2) The University accepts the return of those rights and will waive any amounts that might be due under the
licence agreement PROVIDED that;

- Intracell uses reasonable endeavours to recover patent costs incurred by the University acting through its agent
Birmingham Research Development Ltd (Approximately 25,000) and not yet reimbursed by Intracell from HIV-
VAC Inc and passes any monies recovered to the University; and
- If Intracell fails to recover such monies, VCT will, in good faith, attemot to pay those monies to the University in
the eventVCT raises sufficient money to further develop the HIV vaccine and
- Intracell indemnifies and holds harmlass the |University against any claims from Intacell's sun-licencess(s)
3) The Univesrity will be free to enter into a licence agreement with any other interested party, including, without
limitation, VCT.
4) The effective date of this agreement is 1st December 2007
AGREED BY THE PARTIES through their authorised signatories:

                 For and on behalf of THE UNIVERSITY OF BIRMINGHAM

                 /s/ B Ball                                          Gillian Ball
                 ----------                                          ------------
                 Signed                                              Name

                 Acting Registrar & Secretary                        6 June 2008
                 ----------------------------                        -----------
                 Title                                               Date



                 For and on behalf of   INTRACELL VACCINES LIMITED

                 /s/ K Murray                                        Kevin Murray
                 ------------                                        ------------
                 Signed                                              Name

                 Director                                            24 March 2008
                 --------                                            -------------
                 Title                                               Date




For and on behalf of VACCINE RESEARCH TRUST

               /s/ G Skinner                                    Gordon R B Skinner
               -------------                                    ------------------
               Signed                                           Name

               Trustee                                          24 March 2008
               -------                                          -------------
               Title                                            Date
                                                     Exhibit 31.1

                                           CERTIFICATION
                                    OF CHIEF EXECUTIVE OFFICER
                                  PURSUANT TO 18 U.S.C. SECTION 1350,
                                      AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ramon Richard, certify that:
1. I have reviewed this Form 10-KSB of GRUPO INTERNATIONAL INC.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods present in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding there liability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principals;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect ,the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                             Date: July     , 2011

                                             /s/ Ramon Richard
                                             -----------------
                                             Ramon Richard
                                             Cheif Executive Officer
                                                     Exhibit 31.2

                                           CERTIFICATION
                                     OF CHIEF FINANCIAL OFFICER
                                  PURSUANT TO 18 U.S.C. SECTION 1350,
                                      AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Murray, certify that:
1. I have reviewed this Form 10-KSB of GRUPO INTERNATIONAL INC.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods present in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding there liability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principals;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect ,the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                                             Date: July     , 2011

                                             /s/ Kevin Murray
                                             ----------------
                                             Kevin Murray
                                             Chief Financial Officer
                                                  Exhibit 32.1

                         CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                             PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of HIV-VAC, Inc. (the "Company") on Form 10-QSB/A for the year
ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Ramon Richard, Chief Executive Officer of the Company, certifies to the best of his knowledge,
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Annaul Report on Form 10-KSB for the period ending September 30, 2010, fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Annual Report on Form 10-KSB for the period ending September 30
2003, fairly presents, in all material respects, the financial condition and results of operations of GRUPO
INTERNATIONAL INC.

Dated: July , 2011

GRUPO INTERNATIONAL INC.

                                           By: /s/ Ramon Richard
                                           ---------------------
                                           Ramon Richard
                                           Chief Executive Officer
                                                  Exhibit 32.2

                          CERTIFICATION OF CHIEF FINANCIAL OFFICER
                              PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of HIV-VAC, Inc. (the "Company") on Form 10-QSB/A for the year
ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Kevin Murray, Chief Financial Officer of the Company, certifies to the best of his knowledge,
pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Annaul Report on Form 10-KSB for the period ending September 30, 2010, fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Annual Report on Form 10-KSB for the period ending September 30
2010, fairly presents, in all material respects, the financial condition and results of operations of GRUPO
INTERNATIONAL INC.

Dated: July , 2011

GRUPO INTERNATIONAL INC .

                                           By:  /s/ Kevin Murray
                                                ----------------
                                           Kevin Murray
                                           Chief Financial Officer