EXHIBIT 10.1

INTELLECTUAL PROPERTY SALE AGREEMENT

This Intellectual Property Sale Agreement (the “Agreement”) is made and effective on October 1st, 2016

BETWEEN:

Cosmos Holdings Inc. (the “Buyer”), a corporation organized and existing under the laws of the Nevada with its head office located at: 141 West Jackson Blvd., Suite 4236, Chicago, IL 60604, USA

AND: (the “Seller”)

Anastasios Tsekas, an individual who resides at Nedontos 117, TK 24100, Kalamata, Greece, holder of Greek ID: Λ959680

AND:

Olga Parthenea Georgatsou, who resides at Voutira 3-5, TK 17122, Nea Smirni Attikis, Greece, holder of Greek ID: AB792326

WHEREAS, Seller is the owner of certain Intellectual Property identified in detail in Schedule Α attached to this Agreement; and

WHEREAS, Buyer, wishes to irrevocably acquire the entire rights, title, and interest in the identified Intellectual Property and exploit such property.

NOW, the parties agree to be legally bound and agree as follows:

1. DEFINITIONS

“Pharmaceutical Formula” means the pharmaceutical formula that derives from a herb known to Seller and which is owned by Seller and sold to the Buyer. The formula is related to a possible prostate health improvement and cure including prostate gland enlargement, prostate infections, prostate cancer, and other urinary problems.

“Intellectual Property Rights” means all Patents, Trade Marks, Copyrights, Trade Secrets, and other intellectual property rights whether registered or not, owned by Seller and sold to the Buyer, relating to the Intellectual Property described in Schedule A.

“Documents” includes all information fixed in any tangible medium of expression in whatever form or format, and copies thereof.

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“Technical Information” means all know-how and related technical knowledge of the Seller, relating to the Intellectual Property described in Schedule A including, without limitation:

	(a)	All trade secrets and other proprietary know-how, public information, non-proprietary know-how and invention disclosures;
	(b)	Any information of a technical or business nature regardless of its form;
	(c)	All documented research and developmental work;
	(d)	All information that can be used to assist in the production of the pharmaceutical formula, including all procedures that can support the proper development of a pharmaceutical product;
	(e)	All other patterns, plans, procedures, specifications, formulas, records, descriptions and all related know how concerning the pharmaceutical formula.

2. SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY

Seller hereby irrevocably sells and transfers to Buyer all rights, trade secrets, titles, and interests (including but not limited to, all registration rights, all rights to prepare derivative works, all goodwill and all other rights), in and to the Intellectual Property.

3. CONSIDERATION

In consideration for the sale of rights and assignment set forth in Article 2, Buyer shall pay Seller the sum of 2,000,000 SHARES OF THE BUYER payable in tranches according to the following table:

500,000 shares will be paid to Seller within 30 days from the successful conclusion of Preclinical Trials;

500,000 shares will be paid to Seller within 30 days from the successful conclusion of Phase I;

500,000 shares will be paid to Seller within 30 days from the successful conclusion of Phase II;

500,000 shares will be paid to Seller within 30 days from the successful conclusion of Phase III;

Each payment will be equally distributed to the two parties of the Seller, meaning that each of the two Sellers receives 250,000 shares every time a payment is made.

In case that the results from the Clinical Trials and after any Phase are not considered by Buyer to be positive and successful then the Buyer has the right to stop the R&D of the formula and stop any additional payments to the Seller.

In case that the Buyer decides to sell the pharmaceutical formula and all related R&D procedures, then the Buyer will be obliged to pay the Seller all shares that Seller would have received as if the research had successfully completed Phase III, meaning all shares left until the amount of 2,000,000 shares.

In addition, Mr. Anastasios Tsekas will be receiving €1,500 (one thousand five hundred) euro per month until the month that he will receive his first payment of shares after the successful conclusion of the Preclinical Trials.

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4. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer:

	a)	Seller has the right, power and authority to enter into this Agreement;
	b)	Seller is the exclusive owner of all rights, titles and interests of the Pharmaceutical Formula which is free of any security interests, charge or encumbrance;
	c)	The Intellectual Property does not infringe the rights of any person or entity;
	d)	There are no claims, pending or threatened, with respect to Seller’s rights in the Intellectual Property;
	e)	This Agreement is valid, binding and enforceable in accordance with its terms;
	f)	Seller is not subject to any agreement, judgement or order inconsistent with the terms of this Agreement.

5. CONFIDENTIALITY

The seller agrees to maintain strictly confidential all proprietary information including the herb names, formula and compound, chemical identity or structure, know how, trade secret, processes, methods, and all other related information concerning the rights he is selling in this Agreement. The seller is liable for any breach of this Agreement and agrees to take any and all necessary actions in order to prevent any such breach.

6. CONFLICT OF INTEREST

The seller warrants that, at the date of entering into this Agreement, no conflict of interest exist or is likely to arise in the performance of its obligations under this Agreement. If during the term of this Agreement, a conflict or risk of conflict arises, the seller shall immediately notify the buyer in writing of that conflict or risk of conflict.

7. ENTIRE AGREEMENT

This Agreement, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

8. AMENDMENT

This Agreement may be amended only by a writing signed by all parties.

9. SEVERABILITY

If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

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10. NO WAIVER

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

11. AGREEMENT TO PERFORM NECESSARY ACTS

Buyer agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement. Buyer is allowed to publish and file any necessary filings of this Agreement.

12. REPRESENTATION ON AUTHORITY OF PARTIES/SIGNATORIES

Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

13. HEADINGS

The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

14. GOVERNING LAW

This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of Greece.

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IN WITNESS WHEREOF, the parties have executed this Agreement on October 1st, 2016, in Athens, Greece with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

BUYER

__________________________________

Grigorios Siokas, CEO

SELLER

__________________________________

Anastasios Tsekas

__________________________________

Olga Parthenea Georgatsou

 

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SCHEDULE A  

THE PRODUCTS

Seller sells all rights of the Pharmaceutical Formula called “ProCure” that derives from a herb.

Seller delivers today to the Buyer a compound along with a document that specifies the name of the herb that the Pharmaceutical Formula derives along with the related formula and compound, chemical identity and structure, know how, trade secret, methods and the procedures to produce a specified quantity of “ProCure” that the Seller believes is able to improve the prostate health and even possibly cure a prostate gland enlargement, infection, cancer, and other urinary problems.

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EXHIBIT 10.2

COSMOS HOLDINGS INC.

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement ") is made and entered into as of October 1 ^st , 2016, by and between Cosmos Holdings Inc., an OTCQB listed company (COSM), located in 141 West Jackson Blvd, Suite 4236, Chicago, 60604 Illinois, ( the " Company "), and Mr. Konstantinos Vassilopoulos, resident of 19452 Stonehenge Dr., Mokena, IL 60448, an individual (the " Manager ").

I.

SERVICES

1.1 Manager has been appointed as a US Finance Manager of the Company, effective from the 1 ^st of October 2016, (the " Effective Date "), until the earlier of the date on which Manager ceases to be an employee of the Board for any reason or the date of termination of this Agreement in accordance with this Section 5.2 hereof (such earlier date being the " Expiration Date ").

1.2 Manager Services . Manager's services to the Company hereunder shall include servicing the company in the financial department and executing the relative tasks provided by the Board of Directors in order to manage the business of the Company in accordance with applicable law and the then current Articles, and such other services mutually agreed by the Manager and the Company (the " Manager Services ").

II.	COMPENSATION

2.1 Expense Reimbursement . The Company shall reimburse Manager for all reasonable travel and other out-of-pocket expenses incurred in connection with the Manager Services rendered by Manager.

2.2 Fees to Manager . The Company agrees to pay Manager the following fees for the Manager Services: an annual retainer of 120,000 options, valid for four years, at $.20. In the event Manager ceases to work for the company for any reason, Manager shall be entitled to the pro rata portion of the annual fee for the number of months he has served as manager in a given year.

III.	DUTIES OF MANAGER

3.1 Fiduciary Duties . In fulfilling his managerial responsibilities, Manager shall be charged with a fiduciary duty to the Company and all of its shareholders. Manager shall be attentive and inform himself of all material facts regarding a decision before taking action. In addition, Manager's actions shall be motivated solely by the best interests of the Company and its shareholders.

3.2 Confidentiality . During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Manager shall maintain in strict confidence all information he has obtained or shall obtain from the Company which the Company has designated as "confidential" or which is, by its nature confidential, relating to the Company's business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Manager outside of this relationship (the " Confidential Information ").

 

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3.3 Nondisclosure and Nonuse Obligations . Manager will use the Confidential Information solely to perform the Manager Services for the benefit of the Company. Manager will treat all Confidential Information of the Company with the same degree of care as Manager treats his own Confidential Information, and Manager will use his best efforts to protect the Confidential Information. Manager will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as may be specifically permitted in this Agreement. Manager will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Manager agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

3.4 Return of the Company Property . All materials furnished to Manager by the Company, whether delivered to Manager by the Company or made by Manager in the performance of Manager Services under this Agreement (the " Company Property ") are the sole and exclusive property of the Company. Manager agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company's request. Upon termination of this Agreement by either party for any reason, Manager agrees to promptly deliver to the Company or destroy, at the Company's option, the original and any copies of the Company Property. Manager agrees to certify in writing that Manager has so returned or destroyed all such the Company Property.

IV.	COVENANTS OF MANAGER

4.1 No Conflict of Interest . In one year from the Effective Date, or if the term of this Agreement is longer, then during the term of this Agreement, Manager shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any business entity that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that Manager may own equity of certain business entity engaging in similar business as that of the Company subject to the prior approval by the Board, and provided further that Manager may continue Manager's current affiliation or other current relationships with the entity or entities described on Exhibit A (all of which entities are referred to collectively as " Current Affiliations "). For a period of one (1) year after the Expiration Date, Manager shall not be employed by, operate or manage any business entity that is competitive with the Company. This Agreement is subject to the current terms and agreements governing Manager's relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed to inhibit or limit any of Manager's obligations to Current Affiliations. Manager represents that nothing in this Agreement conflicts with Manager's obligations to Current Affiliations. A business entity shall be deemed to be "competitive with the Company" for purpose of this Article IV only if and to the extent it engages in the business substantially similar to the Company's businesses.

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4.2 Noninterference with Business . During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Manager agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Manager agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his or her employment, contractual or other relationship with the Company.

V.	TERM AND TERMINATION

5.1 Term . This Agreement is effective on the Effective Date (October 1st 2016), and will continue for one year and expire on September 30 ^th 2017.

5.2 Termination . Either party may terminate this Agreement at any time upon fifteen (15) days prior written notice to the other party, or such shorter period as the parties may agree upon.

5.3 Survival . The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.

VI.	MISCELLANEOUS

6.1 Assignment . Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

6.2 No Waiver . The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

6.3 Notices . Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by e-mail to Company’s e-mail addresses. Notice shall be sent to the official addresses of the Company.

6.4 Governing Law . This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Nevada, without regard to conflicts of law principles thereof.

6.5 Severability . Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

6.6 Entire Agreement . This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Manager Services undertaken by Manager for the Company.

6.7 Amendments . This Agreement may only be amended, modified or changed by an agreement signed by the Company and Manager. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

6.8 Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Company:	Cosmos Holdings Inc.
	By:
	Name:	Grigorios Siokas
	Title:	Director & CEO
Manager:
	Name:	Konstantinos Vassilopoulos

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