1
EXHIBIT 10.11
LICENSING AGREEMENT
This is a five year agreement ("AGREEMENT") between Xxxxxx X. Xxxxxx, an
individual with an office at One Richmond Square, Providence, Rhode Island
02906 ("SCHEIN") and ErgoBilt, Inc., a corporation of Texas, with an office at
0000 Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 ("ERGOBILT"), effective August 1,
1997.
A. Whereas, SCHEIN is the sole and absolute owner of the following
patents, copyrights and inventions: a patent relating to a stenographic
translation system and patents for this invention, such patents being United
States Patent No. Re 33,337, United States Patent No. 4,724,285, Ireland Patent
Xx. 00000, Xxxxxx Patent No. 1,274,019, South Africa Patent No. 86/8447 and
being entitled "Stenographic Translation System," and a patent and invention
relating to a keyboard, such patent being United States Patent No. 4,765,764
and being entitled "Keyboard" and a patent relating to a printing system
entitled "Computerized Printing System," said patent being United States
4,632,578; and Copyright No. TX-1686-606 for Registration of Digitext writing
theory, Copyright Xx. XX-00-000 for Dictionary and Copyright TX-I 16-456 for
Dictionary (all the inventions, patents and copyrights, and any and all further
related patents, copyrights and patent and copyright applications and related
inventions in the United States and all foreign countries being collectively
referred to as PROPERTY");
B. Whereas, SCHEIN is desirous of licensing all rights in and related to
the PROPERTY both in the United States and in all foreign countries and
ERGOBILT is desirous of receiving a license of these rights;
TERMS
It is hereby agreed as follows:
1. SCHEIN, for good and valuable consideration, which shall include a
non-refundable deposit of Twenty-Five Thousand Dollars ($25,000.00) to be
applied in full toward ERGOBILT's first annual minimum payment and to be paid
upon execution of this AGREEMENT, hereby grants an exclusive license to
ERGOBILT under the PROPERTY rights of SCHEIN and all improvements in the
PROPERTY and any and all further related patents, copyrights and patent and
copyright applications in the United States and in all foreign countries.
SCHEIN further agrees that he shall not, either personally or through his
representatives, utilize the PROPERTY and/or improvements during the term of
this AGREEMENT, and will not compete with ERGOBILT regarding the PROPERTY. This
AGREEMENT is a license to ERGOBILT to utilize the PROPERTY and should not be
construed as an assignment or any other granting of a PROPERTY interest in the
PROPERTY beyond a license. The term of this AGREEMENT is five years.
2. SCHEIN represents that he has and during the entire term of this
AGREEMENT will continue to have sole and absolute ownership of the PROPERTY and
the full right to grant this license for the use of the PROPERTY and that he
has not executed either individually or jointly, and will not execute for the
term of this AGREEMENT, any conflicting license or agreements and there is
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SCHEIN/ERGOBILT AGREEMENT
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no other license or agreement in existence which gives any other person or
entity any rights to any of the PROPERTY, except that there exist end-users
such as stenographers who utilize the Property having previously purchased the
machines discussed herein and currently use the technology discussed herein
SCHEIN expressly represents and warrants that he has made no conveyance of any
interest, license or other arrangement regarding the PROPERTY. SCHEIN has no
knowledge of any infringement of or claim by any person or entity with respect
to, any of the PROPERTY.
3. SCHEIN agrees to cooperate with ERGOBILT and in that regard agrees
to testify in any legal proceedings, sign all lawful papers, execute all
substitute, re-examination and reissue applications and make such oaths or
declarations.
4. In each twelve (12) month period of this AGREEMENT commencing
August 1, 1997 ERGOBILT shall pay as follows:
(a) Combined Machine and Keyboard Sales. For each of the
three-month periods ending October 31, January 31, April 30 and July 31 of
each year during the term of this AGREEMENT, beginning with the period ending
October 31, 1997, ERGOBILT shall pay to SCHEIN a payment of One Hundred Forty
Dollars ($140.00) not later than 30 days after the end of such three-month
period for each combined machine and keyboard assembly ("Combined Sale") which
are in any way based upon or derived from any of the patents or copyrights
defined collectively herein as the PROPERTY, (including but not limited to
those patents relating to the Digitext Chart Information), that is sold, leased
or put into operation for any and all ERGOBILT and ERGOBILT affiliate internal
application, including but not limited to an ERGOBILT transcription service
business which in any manner utilizes the PROPERTY and the rights licensed
hereunder, and also includes training situations or company operated schools.
"Put into operation" in this context shall mean any time a machine and/or
keyboard or other products as described in this AGREEMENT is used where
ERGOBILT receives any form of compensation for such use. "Put into operation"
shall not mean the use by ERGOBILT of machines and/or keyboards or other
products for demonstration purposes and also shall not include finished goods
inventory. The terms of this sub-section refer to combined sales of a keyboard
assembly and a machine as one sale.
(b) Separate Sales of Keyboards, Keyboard Assemblies, Machines
or Other Products. For each of the three-month periods ending October 31,
January 31, April 30 and July 31 of each year during the term of this
AGREEMENT, beginning with the period ending October 31, 1997, ERGOBILT shall
pay to SCHEIN a payment of One Hundred Dollars ($100.00) not later than 30 days
after the end of such three-month period for each machine, keyboard assembly or
other product which is in any way based upon or derived from any of the patents
or copyrights defined collectively herein as the PROPERTY, (including but not
limited to those patents relating to the Digitext Chart Information), that is
sold, leased or put into operation for any and all ERGOBILT and ERGOBILT
affiliate internal application, including but not limited to an ERGOBILT
transcription service business which in any manner utilizes the PROPERTY and
the rights licensed hereunder, and also includes training situations or company
operated schools. "Put into operation" in this context shall mean any time a
machine, keyboard and/or other product as described in this AGREEMENT is used
where ERGOBILT receives any form of compensation for such use. "Put into
operation" shall not mean the use by ERGOBILT of machines, keyboards or other
products for demonstration purposes and also shall not include finished
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SCHEIN/ERGOBILT AGREEMENT
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goods inventory. The terms of this sub-section refer to sales of keyboards or
machines sold separately and not as a set.
(c) In the first year of this AGREEMENT beginning August 1, 1997,
ERGOBILT agrees to pay to SCHEIN a minimum of Two Hundred Fifty Thousand
Dollars ($250,000.00) Including the payments that ERGOBILT shall have paid for
each three-month period) prior to August 30, 1998, regardless of the number of
new units using the PROPERTY that have been sold, leased or put into operation
for any and all ERGOBILT and ERGOBILT affiliate internal application, including
but not limited to an ERGOBILT transcription service business which in any
manner utilizes the PROPERTY and the rights licensed hereunder, and also
includes training situations or company operated schools. "Put into operation"
in this context shall mean any time a machine and/or keyboard or other product
as described in this AGREEMENT is used where ERGOBILT receives any form of
compensation for such use. "Put into operation" shall not mean the use by
ERGOBILT of machines and/or keyboards or other products for demonstration
purposes and also shall not include finished goods inventory. Such amount shall
include and is not in addition to the initial deposit of Twenty Five Thousand
Dollars ($25,000.00) however, there will be no credit applied against the
Twenty Five Thousand Dollar ($25,000.00) deposit unless and until the quarterly
payments exceed Two Hundred and Twenty Five Thousand Dollars ($225,000.00).
(d) In years two, three, four and five of this AGREEMENT, ERGOBILT
agrees to pay to SCHEIN a minimum of Two Hundred and Fifty Thousand Dollars
($250,000.00) per year including the payments that ERGOBILT shall have paid for
each three-month period during such year) prior to August 30 of years 1999,
2000, 2001 and 2002 respectively, regardless of the number of new units using
the PROPERTY that have been sold, leased or put into operation for any and all
ERGOBILT and ERGOBILT affiliate internal application, including but not limited
to an ERGOBILT transcription service business which in any manner utilizes the
PROPERTY and the rights licensed hereunder, and also includes training
situations or company operated schools. "Put into operation" in this context
shall mean any time a machine and/or keyboard or other product as described in
this AGREEMENT is used where ERGOBILT receives any form of compensation for
such use. "Put into operation" shall not mean the use by ERGOBILT of machines
and/or keyboards or other products for demonstration purposes and also shall
not include finished goods inventory.
(e) At such time as SCHEIN shall have received One Million Two
Hundred and Fifty Thousand Dollars in licensing payments, no further minimum
annual requirements during the five (5) year term of the AGREEMENT as described
in Sections 4(c) and 4(d) of this Agreement shall apply. However, for the term
of this five year AGREEMENT ERGOBILT shall continue to be obligated to pay
license payments based upon unit sales of the keyboards and/or machines or
other products as described in Sections 4(a) and 4(b) of this AGREEMENT.
(f) All payments by ERGOBILT under this AGREEMENT will be by check
made payable to XXXXXX XXXXXX and delivered to SCHEIN via first class mail to 0
Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
(g) ERGOBILT shall furnish to SCHEIN on or before the date each
quarterly payment is due during the term of this AGREEMENT a statement showing
the number of machines,
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SCHEIN/ERGOBILT AGREEMENT
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keyboards and/or keyboard assemblies or other products that during the previous
three-month period have either been sold, leased or put into operation for any
and all ERGOBILT and ERGOBILT affiliate internal application, including but not
limited to an ERGOBILT transcription service business which in any manner
utilizes the PROPERTY and the rights licensed hereunder, and also includes
training situations or company operated schools. "Put into operation" in this
context shall mean any time a machine and/or keyboard or other product as
described in this AGREEMENT is used where ERGOBILT receives any form of
compensation for such use. "Put into operation" shall not mean the use by
ERGOBILT of machines and/or keyboards or other product for demonstration
purposes and also shall not include finished goods inventory. Such statement
shall contain the serial numbers of all machines, keyboard, and/or keyboard
assemblies or other product sold and the date each machine and/or keyboard
assembly or other product was sold. Payments of any sums due SCHEIN under the
AGREEMENT shall be made to SCHEIN concurrently with the furnishing of such
statement.
5. This AGREEMENT shall have a term of five years beginning on August 1,
1997. The term of this AGREEMENT shall terminate on July 31, 2002. Upon
expiration of the initial term, and providing ERGOBILT is not then in default
of the terms and conditions of this AGREEMENT, ERGOBILT shall have the right to
continue this AGREEMENT for an additional five (5) year term with the same
terms and conditions of this AGREEMENT except that the minimum annual payment
for each successive year of this AGREEMENT shall be equal to the average of the
actual amounts paid to SCHEIN in years three, four and five of the present
AGREEMENT, but shall in no case be less than Two Hundred Fifty Thousand Dollars
($250,000.00) per year.
6. Except as otherwise provided herein, during the term of this
AGREEMENT, all legal fees incurred by SCHEIN including patent maintenance fees
will be paid by SCHEIN and all legal fees incurred by ERGOBILT will be paid by
ERGOBILT. SCHEIN shall keep in force all patents by proper and timely payments
of all maintenance fees and annuities in all applicable jurisdictions. SCHEIN,
upon notice in writing from ERGOBILT as described in this AGREEMENT of any
lapse in payment of maintenance fees or failure to keep any patents in force
shall have thirty (30) days to cure such lapse or failure, or in the event such
process takes longer due to circumstances beyond SCHEIN's control, SCHEIN shall
be allowed as much time as necessary to cure such lapse or failure provided
that SCHEIN apprises ERGOBILT of his progress in curing this defect in a
reasonable time and manner. Any such failure or lapse by SCHEIN shall not be
grounds for EROOBILT to terminate this AGREEMENT unless such failure or lapse
materially affects ERGOBILT's exclusivity to sell, lease or put into operation
any machines or keyboards or other products based upon the PROPERTY.
7. Time is of the essence with regard to this and all future agreements
relating to this transaction.
8. ERGOBILT agrees to maintain books of account and records regarding
every machine, keyboard, and/or keyboard assembly or other product that is
sold, leased, and/or put into operation for any and all ERGOBILT and ERGOBILT
affiliate internal application, including but not limited to an ERGOBILT
transcription service business which in any manner utilizes the PROPERTY and
the rights licensed hereunder, and also includes training situations or company
operated schools. "Put into operation" in this context shall mean any time a
machine and/or keyboard or other product as described in this AGREEMENT is used
where ERGOBILT receives any form of compensation for such use. "Put into
operation" shall not mean the use by ERGOBILT of machines and/or keyboards or
other
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SCHEIN/ERGOBILT AGREEMENT
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products for demonstration purposes and also shall not include finished goods
inventory. SCHEIN, his duly appointed representative, or a reputable firm of
certified public accountants on behalf of SCHEIN at SCHEIN's sole cost may,
upon ten (10) days prior written notice, during reasonable business hours and
in such a manner as to not interfere with ERGOBILT's normal business
activities, examine ERGOBILT's books and records at ERGOBILT's principal place
of business, but only insofar as they pertain to the PROPERTY and the sales
derived therefrom, and SCHEIN may make copies and take excerpts from such books
and accounts. Neither SCHEIN, his representative, nor such firm of certified
public accountants shall have the right to make such examination more
frequently than three (3) times in any twelve (12) month period. In the event
that such examination reveals an underpayment of more than Ten Percent (10%) of
monies due to SCHEIN, then the cost of said audit and/or examination shall be
paid by ERGOBILT.
9. This AGREEMENT may be terminated by ERGOBILT for any reason upon
thirty (30) days prior written notice to SCHEIN; PROVIDED HOWEVER, THAT
ERGOBILT SHALL BE OBLIGATED TO MAKE ALL MINIMUM PAYMENTS REQUIRED BY SECTIONS
4(c) AND 4(d)OF THIS AGREEMENT UNLESS ERGOBILT TERMINATES THIS AGREEMENT
BECAUSE SCHEIN HAS MATERIALLY BREACHED ANY OF THE MATERIAL REPRESENTATIONS MADE
IN THIS AGREEMENT, IN WHICH CASE THE MINIMUM PAYMENTS SHALL BE PRORATED AS OF
THE DATE OF THE TERMINATION. If ERGOBILT fails either in the making of any
payments herein provided for and the same shall remain unpaid ten (10) days
after notice from SCHEIN or in the performance of any of the agreements
contained herein and the same shall remain uncured for a period of thirty (30)
days after notice from SCHEIN, then, in that event SCHEIN may, by notice served
to ERGOBILT, terminate this AGREEMENT without prejudice to the recovery of any
monies already due SCHEIN, including all annual minimum payments due under
Sections 4(c) and 4(d) of this AGREEMENT UNLESS ERGOBILT TERMINATES THIS
AGREEMENT BECAUSE SCHEIN HAS MATERIALLY BREACHED ANY OF THE MATERIAL
REPRESENTATIONS MADE IN THIS AGREEMENT, IN WHICH CASE THE MINIMUM PAYMENTS
SHALL BE PRO RATED AS OF THE DATE OF THE TERMINATION.
10. In the event either party defaults in any of the obligations in this
AGREEMENT, upon notice of such default in the manner provided in this AGREEMENT
such defaulting party shall have thirty (30) days to cure such default prior to
any right of termination by the non-defaulting party. This is a general right
to cure provision and shall not supersede any specific right to cure provision
found in this AGREEMENT.
11. Any notice given to a party with respect to this AGREEMENT and any
future agreement shall be in writing and delivered in person or sent by (a)
certified first class mail, return receipt requested, postage prepaid; or (b)
other receipted express delivery service. Notices to the parties shall be
addressed as follows:
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SCHEIN/ERGOBILT AGREEMENT
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If to ERGOBILT:
Xxxxxx Xxxxx
President and CEO
ErgoBilt Incorporated
0000 Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
If to SCHEIN:
Xxxxxx X. Xxxxxx
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
12. The invalidity or unenforceability of any particular provision of this
AGREEMENT shall not affect the other provisions, and this AGREEMENT shall be
construed in all respects as if such invalid or unenforceable provision were
omitted.
13. This AGREEMENT is the entire agreement of the parties with respect to
the subject matter herein and supersedes all prior agreements and
understandings whether written or oral. Any modifications and/or substitutions
must be in writing and signed by all the parties hereto.
14. The parties make no representations or warranties except as to those
expressly stated herein.
15. Nothing herein shall be deemed to constitute any party as the agent or
representative of any other party for any purpose. No party shall be
responsible for the acts or omissions of any other party, and no party will
have the authority to speak or act for, represent or obligate any other party
in any way without prior written express authority from such other party.
16. It is expressly understood that the failure of either party to enforce
any rights arising from the failure of the other party to perform, or perform
properly, shall not constitute a waiver of its rights arising from such failure
or improper performance, and that enforcement of any right hereunder shall not
preclude exercise of any other remedies available at law. All rights and
remedies shall be cumulative, and may be exercised singularly or concurrently.
17. It is expressly understood that this AGREEMENT confers no ownership
interest in the PROPERTY to ERGOBILT beyond a license to utilize the PROPERTY.
If ERGOBILT is adjudged a bankrupt in proceedings instituted by or against it,
or if it takes advantage of any insolvency laws of any state, territory or
country, or if a receiver trustee or other court officer of its property is
appointed, or if
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SCHEIN/ERGOBILT AGREEMENT
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there is a voluntary or involuntary dissolution of ERGOBILT, this License shall
terminate. In such event all the rights, licenses, and privileges of ERGOBILT
hereunder, and those claiming them, shall in all respects cease, terminate and
come to an end, such rights licenses and privileges shall forthwith revest to
SCHEIN.
18. If ERGOBILT files a petition in bankruptcy, or consents to an
involuntary petition in bankruptcy or to any reorganization under the
insolvency law of any jurisdiction or is adjudicated a bankrupt or insolvent,
or makes an assignment for the benefit of creditors, or applies for or consents
to the appointment of any receiver or trustee for itself, or a substantial part
of its property, ERGOBILT shall forthwith segregate SCHEIN's share of the
monies ERGOBILT collects from the sale, lease or putting into operation for any
and all ERGOBILT and ERGOBILT affiliate internal application, including but not
limited to an ERGOBILT transcription service business which in any manner
utilizes the PROPERTY and the rights licensed hereunder, and also includes
training situations or company operated schools ("Putting into operation" in
this context shall mean any time a machine and/or keyboard or other product as
described in this AGREEMENT is used where ERGOBILT receives any form of
compensation for such use. "Putting into operation" shall not mean the use by
ERGOBILT of machines and/or keyboards or other product for demonstration
purposes and also shall not include finished goods inventory) of machines,
keyboards, and/or keyboard assemblies or other products and the rights licensed
hereunder and shall place the monies so segregated into a separate trust
account so that such monies shall not be commingled with ERGOBILT's other
funds, and shall become the property of SCHEIN immediately upon collection by
ERGOBILT.
19. (a) Upon receipt of ERGOBILT's request in writing, SCHEIN will:
undertake at SCHEIN's own expense the defense of any suit or action for
infringement of patents covered hereunder brought against either SCHEIN or
ERGOBILT, which suit or action results from ERGOBILT's use of the PROPERTY
during the term of this AGREEMENT provided that ERGOBILT's use of the PROPERTY
has been in accordance with this AGREEMENT and provided ERGOBILT shall have
promptly advised SCHEIN in writing of each notice or claim of infringement
received by ERGOBILT and of the commencement of the suit or action; and
(b) hold ERGOBILT free and harmless from damages or other sums
which may be assessed or may become payable under any final decree or judgment
in any such suit or action for infringement of patent or under any settlement
thereof, but only to the extent that said decree or judgment is based upon
ERGOBILT's use of the PROPERTY. SCHEIN shall have sole charge and direction of
the defense of any such suit or action and of all negotiations for such
settlement, but ERGOBILT shall be obligated to render all reasonable assistance
which may be required by SCHEIN. ERGOBILT may retain counsel of its own
selection and at its own expense to advise and consult with SCHEIN's counsel.
(c) In the event the amount of money SCHEIN shall spend on court
costs and attorneys' fees defending such suit(s) or action(s) for infringement
Two Hundred and Fifty Thousand Dollars ($250,000.00), SCHEIN shall have the
right to terminate this AGREEMENT and ERGOBILT shall be obligated to
immediately cease the sale, lease or putting into operation of all keyboards
and/or machines or other products. In the event ERGOBILT does not wish to
cease the sale, lease or putting into operation of such machines and/or
keyboards or other products, ERGOBILT may continue to sell, lease
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SCHEIN/ERGOBILT AGREEMENT
PAGE 8
or put the keyboards and machines or other products into operation, however,
ERGOBILT agrees to pay for any and all continued defense of any suits or claims
regarding the PROPERTY and any and all future claims regarding the use of the
PROPERTY by ERGOBILT. ERGOBILT agrees to pay any and all amounts found to be
owed by either SCHEIN or ERGOBILT as a result of such suit(s) or claim(s).
ERGOBILT further agrees to hold SCHEIN free and harmless from damages or other
sums which may be assessed or may become payable under any final decree or
judgment in any such suit or action or under any settlement thereof, if, after
ERGOBILT has been apprised of SCHEIN's termination of the AGREEMENT and at such
time ERGOBILT fails to cease the sale, lease or putting into operation of such
machines and/or keyboards or other products.
(d) Neither SCHEIN nor ERGOBILT may settle any suit or action without the
consent of the other party if by such settlement the other party is obligated
to make any monetary payment, to part with any property or any interest
therein, to assume any obligation, to be subject to any injunction, or to grant
any license or other rights under its patent rights. However, such consent may
not be unreasonably withheld.
(e) In the event that ERGOBILT undertakes, at its own expense, the defense
of any suit or action against it involving any operations covered by this
AGREEMENT, SCHEIN shall not be obligated to pay or contribute toward the
defense of such suit or action nor in any manner to indemnify ERGOBILT against
any damages or sums assessed in or resulting directly or indirectly from such
suit or action or under any settlement thereof, but SCHEIN shall have the right
to retain counsel of its own selection and at its own expense to advise and
consult with ERGOBILT's counsel.
20. In the event of an alleged infringement of the PROPERTY by a third
party, neither SCHEIN nor ERGOBILT shall be obligated to prosecute legal
proceedings to enforce such rights under the PROPERTY. Either SCHEIN or
ERGOBILT shall have the right, at the party's own expense, to prosecute legal
proceedings against any such third party. The prosecuting party shall have the
exclusive right to all recoveries, including actual and punitive damages, court
costs and attorneys' fees. In the event either party prosecutes such legal
proceedings, the non-prosecuting party agrees to render to the prosecuting
party all reasonable assistance in the prosecution of such suit or claim. The
prosecuting party shall reimburse the non-prosecuting party for reasonable
expenses incurred in complying with such request.
In the event both ERGOBILT and SCHEIN desire to prosecute the same third
party which they believe infringes on the PROPERTY, the parties shall at that
time agree in writing to a sharing of legal fees and sharing of any and all
recoveries shall be pro-rata.
21. In the event of termination of the licensing rights contained under
this AGREEMENT, this AGREEMENT shall remain in force as to any claim for
payments which SCHEIN may have against ERGOBILT earned up to the date of the
termination of said Licensing; and, as against such claims relating to earned
amounts due to SCHEIN, ERGOBILT shall have neither the defense of invalidity
nor question the prima facie scope of any claims of any patent or copyright
coming under this AGREEMENT unless ERGOBILT terminates the AGREEMENT and the
reason for termination is a suit is filed against ERGOBILT by an unrelated
third party alleging patent or copyright infringement relating to the PROPERTY.
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SCHEIN/ERGOBILT AGREEMENT
PAGE 9
22. The parties agree that this AGREEMENT shall be governed, construed,
applied and enforced in accordance with the laws of the State of Rhode Island
without resort to its conflict of laws rules. Any and all disputes regarding
this AGREEMENT shall be resolved in the appropriate court either federal or
state in the State of Rhode Island or through arbitration proceedings in Rhode
Island and governed by Rhode Island law. Resort to arbitration shall be made
only upon written consent of both parties.
23. In the event any suit or action is brought by either party hereto
alleging breach by the other party of any representation, warranty. covenant or
other provision of this AGREEMENT, the prevailing party in such action shall be
entitled to recover all of its costs and expenses in such action. Including
reasonable attorneys' fees.
24. In the event that ERGOBILT fails to make any payment under this
AGREEMENT, ERGOBILT agrees to pay any and all costs of collection incurred by
SCHEIN including reasonable attorney's fees.
25. Neither this AGREEMENT or any licenses or rights hereunder, in whole
or in part, shall be assignable by ERGOBILT except that ERGOBILT shall have the
right to assign this AGREEMENT and the licenses and rights hereunder to a
successor in the event of a merger, non-bankruptcy sale of assets or
non-bankruptcy reorganization of ERGOBILT; and ERGOBILT shall have, with the
consent of SCHEIN, which may not be unreasonably withheld, the right to
sublicense any of its rights hereunder to any other person or entity.
26. This AGREEMENT may be executed in any number of counterparts, each of
which shall be deemed to be one and the same instrument.
IN WITNESS HEREOF, Parties have hereto set their hands and seals as of
the 3rd day of July, 1997.
ErgoBilt, Inc.
By:
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XXXXXX XXXXX Notary Public
President and Chief Executive Officer
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XXXXXX X. XXXXXX Notary Public
