EXHIBIT 10.2
AGREEMENT
Between
MISTER XXXXXXX-XXXXXXX XXXXXX, En Bons Voisin 1812 Rivaz
Below "Xx. Xxxxxx"
And
OTWD ON TIME DIFFUSION S.A. having its head office 0, xxx xxx Xxxxxxxxxx 0000
Xxxxxx, Xxxxxxxxxxx validly represented by Mister Xxxxxxx XXXXXXX, president of
council of administration.
Below "OTWD"
INTRODUCTION
Xx. Xxxxxx, inventor of a new process of brilliant reproduction using the
technology of the passive luminescence, granted an exclusive licence to OTWD for
the exploitation, the production and marketing this invention, object the Swiss
patent No. CH 681713 in February, 1993,
Since the beginning of the 1993, OTWD made an analysis of the market on the
international plan, on its potential and on its imperatives to implant the
brilliant reproduction.
To arrive in the conditions of bases imposed by the laws of the current market,
OTWD had to and still must, develop the ranges of products luminescent, improve,
adapt and rationalize the brilliant reproduction and its manufacturing process.
The first developments of OTWD moreover required the deposit of a new French
application for a patent No. 95 06721 giving birth to a new generation of
reproduction luminescente, the precedent patent or application for a patent not
covering in a way enough significant and sure the process and the product.
In seen one enormous investments at time and cash when to supplied OTWD for this
first stage of technical development and when this last one still must supply
for the second stage of marketing as crucial as risked, OTWD asked Xx. Xxxxxx in
May on 1995 to transfer the property and the current and future rights on the
patents, applications for a patent and others with regard to the manufacturing
processes and the products luminescent.
Xx. Xxxxxx having understood the imperatives of this transfer, agreed to give up
the property and every right relative to the Swiss patent, to the current
applications for a patent and future and others with regard to the manufacturing
processes and the products luminescent.
Being exposed to this, the parts agree of that follows :
1 DEFINITION
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It is heard by "reproduction luminescente, produces luminescent and process of
manufacturing ensuing of Swiss patent No. CH 681713, of future application for a
patent and / or only of the development of a knowledge not protected." every
process and / or produces which could be realized with or without image, but in
every case realized in the help of the technology of the passive luminescence.
Afterward the set of the protected current and future manufacturing processes or
not by patents with or without image will be named "procede Lumi" and the set
of the protected current and future products or not by patents with or without
image will be named "produit Lumi".
2. OBJECT OF THE CONTRACT
----------------------
The object of the present contract is the transfer of the property and of rights
(notably of priorities) of patent and the demand of patent of Xx Xxxxxx in
favour of OTWD carrying on every process Lumi and produced Lumi. Notably:
2.1 Transfer of the property and of rights of the Swiss patent No. CH 681713.
2.2 Transfer of the property and of the right relatives to all other delivered
patents carrying on the processes Lumi and products Lumi.
2.3 Transfer of the property and of right of all abandoned applications for a
patent or not carrying on processes Lumi and products Lumi.
2.4 Transfer of the property and of rights of all applications for a patent
future carrying on processes Lumi and products Lumi.
3. XX XXXXXX OBLIGATION
--------------------
Xx. Xxxxxx commits himself to:
3.1. Give in to OTWD the property and right relative in patents, the past and
future demand of patent such as described in the article 2 above.
3.2 Put back to OTWD every relative documents in patents and the demand of
patent in his ownership.
3.3 Inform the authorities interested in the owner's change, in correspondence
to object of the present contract and to that OTWD can resume the whole
administrative follow-up of these documents.
3.4 Hold secret during the whole duration of the contract and beyond this one,
every documents, and the confidential information knowledge of which it had
within the framework of the present contract.
3.5 Not accept a mandate or another activity which would directly make competes
in the activities and in the commercial structure of OTWD concerning the
object of the present contract.
3.6 Pass on to OTWD every new idea of process Lumi and / or of product Lumi who
could be developed and commercialized.
3.7 Respect the obligations stipulated in the present contract, in case of
OTWD's transfer in a third or of resumption by a third of the property and
of the right relatives in a present contract.
4 OTWD'S OBLIGATIONS
OTWD commits himself to:
4.1 Put quite in work to value in best the patent and / or the processes Lumi
and the products Lumi.
4.2 Respect the commitments taken in the favours of Xx. Xxxxxx in the present
contract, as for a long time as there will be an exploitable potential,
same beyond the duration of patent covering processes Lumi and products
Lumi.
4.3 To provide itself in raw material luminescentes exclusively beside the
company, XXXXX X.X., xxx xx Xxx 00, 0000 Xxxxxx Swiss, represented by
Mister Aldo Del Vecchio and Mister Xxxxxx Xxxxxxxxxx.
4.4 Inform Xx. Xxxxxx of every OTWD's transfer in a third or of resumption by a
third of the property and of the right relatives in a present contract.
4.5 Make respect the taken commitments in favour of Xx. Xxxxxx in the present
contract, in the case of an OTWD's transfer in a third or of resumption by
a third of the property and of the right relatives in a present contract,
as for a long time as there will be an exploitable potential of the
processes Lumi and products Lumi, same beyond the duration of patent
covering processes Lumi and products Lumi.
5. COST FROM THERE TRANSFER
5.1 OTWD already pay to Xx Xxxxxx, the advances on following future fees, this
according to the first signed agreements between the parts :
- 15' 000.-- (fifteen thousand Swiss francs) on 23.03.1993
- 2' 500.-- (two thousand five hundred Swiss francs) on 31.08.1993
- 20' 000.-- (twenty thousand Swiss francs) on 05.11.1993
This total of CHF 37'500. -- on future fees must be considered from
signature of the present contract as the price paid by OTWD to Xx. Xxxxxx
for the present transfer according to the article 2 above.
5.2 Besides of the sum above, OTWD will pay to Xx Xxxxxx the sum of CHF 22'
500.--. This sum will be released by the payment from several deposits and
this from the beginning from the effective sale of the produLumi. The total
amount must be settled for a period after the starting up of marketing
effective of two years.
6. FEES
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6.1.1 A charge will be due to Xx. Xxxxxx by OTWD on every product delivered
and settled Lumi, produced according to the processes Lumi.
6.2 Xx Xxxxxx will receive a fees of 7% of OTWD on the cost price of
manufacture of every product Lumi delivered and settled. This cost
price does not include the price for all the other constituents
forming the product finished Lumi ( cap, T-shirt, key ring, frame,
packing and another one).
To assure the success of marketing and by the same to adapt the
situation to the case of sort, this rate of fees will be able to be
modified according to produced, delivered and settled quantity and /
or according to the markets in which the Lumifoto or other product
according to a process having the same object will be commercialized.
This new rate of fees will be fixed unanimously among Xx. Xxxxxx and
OTWD. This rate of fees is fixed in respect for the general principles
of the equity and of the good faith.
This rate takes into account, on the one hand efforts spread by Xx.
Xxxxxx for the focus of the first process Lumi, and on the other hand
efforts spread by OTWD for the adaptation and the focus of new
processes Lumi and new products Lumi, as risks bound to the
realization of product finished Lumi and to their marketing.
6.3 The amount of the fees will be calculated on the basis of on account
put back by OTWD to Xx. Xxxxxx according to art. 6.4 and 6.5 below.
6.4 OTWD will hold a book of account concerning the products Lumi
delivered and settled.
6.5 OTWD will communicate to Xx. Xxxxx a state of the accounts in the end
of every quarter, is in the end of March, June, September and
December.
Xx. XXXXXX will be considered as accepting this accounts if he does
not dispute it before the end of month following the deposit, by
registered letter to OTWD.
6.6 The fees must be settled for every quarter by the end of the month
according to the deposit of the accounts such as established under
art. 6.4. And 6.5.
6.7 It will not be due any fees on the orders and the deliveries of
samples to advertising purposes or to the occasion of the negotiation
of orders.
However, if the samples are sold, a fees will be due according to the
article hen in the accounts according to art. 6.4 and 6.5.
7. MUTUAL OBLIGATIONS
7.1 trie to develop other applications proceeded Lumi and other products
Lumi.
7.2 All the improvements future brought in patents, in the other process
Lumi or in the other product Lumi are exclusive OTWD's properties. The
present contract also has for object the payment of a fees to Xx.
Xxxxxx on the new products Lumi commercialized by ensuing.
8. TERM OF THE CONTRACT
--------------------
8.1 The present contract has an effect retroactif on May 17, 1995 and it from
---
signature of this agreement.
The present contract has an effect retroactif on May 17, 1995, because the
parts had already decided on this transfer in this date, but OTWD was not
able to finalize this contract before this day for reasons of working
excess load had to in the reorganization of its activity and of its
structure.
8.2 The present contract will be maintain as long as the processes Lumi and the
products Lumi will be exploitable and exploited successfully.
9. MISCELLANEOUS
-------------
9.1 The present contract cancels and replaces every previous signed contract
---
between the two parts concerning processes Lumi and products Lumi.
9.2 Are a part integral of the present contract:
- The copy of the document of patent.
- The copy of the demand of patent.
10. RIGHT APPLICABLE
----------------
The present contract is subjected to the Swiss right.
11. JURISDICTION
------------
The jurisdiction place is Geneva - Switzerland.
12. COMPETENT COURT
---------------
Every dispute which could arise, as for the interpretation of the present
contract, will be carried along the common Courts.
So drawn up in Geneva in duplicate, the 26 January
(Make preceded signature of date and of the handwritten mention: read and
approved)
XXXX-XXXXXXX XXXXXX OTWD ON TIME DIFFUSION S.A.
XXXXXX XXXXXXX
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AGREEMENT
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BETWEEN
LUMITECH S.A., a limited company (formerly, and prior to June 13, 1996, OTWD On
------------
Time Diffusion S.A.), having its head office at Avenue Cardinal Mermillod 36,
1227 Carouge (the "Company"), represented for the purposes of the present by its
President, Xxxxxxx Xxxxxxx, who has executed the following agreement on behalf
of the Company.
AND
MISTER XXXXXXX-XXXXXXX XXXXXX, having a principal residence at En Bons Voisin
-----------------------------
1812 RIVAZ ("Collet")
1- INTRODUCTION:
-------------
Subject to and upon the terms and conditions set forth in this Agreement,
including the modifications and amendments set forth in this Agreement, the
Assignment Agreement (as such term is defined in clause (d) below), hereby is
ratified, approved and confirmed. The factual background to this Agreement is as
follows:
- (a) Collet is the inventor of a process of brilliant reproductions using
passive luminescence technology respecting (i) products that incorporate or
otherwise are based upon such passive luminescence technology, and (ii)
methods or processes of using such passive luminescence technology (such
products and processes collectively, the "Initial Technology") and, on July
24, 1993, Collet filed an application for a patent with respect to the
Initial Technology, registered under 681713 (the subject matter of Swiss
Patent 681713 and any U.S. or foreign applications, continuations,
divisionals, continuations-in-part of said applications and patents
resulting therefrom and any reissues, reexaminations or extensions of said
patents, and including the French Patent, as such term is defined below,
collectively are referred to herein as the "Patent Rights").
- (b) Since the beginning of 1993 the Company has collaborated actively with
Collet in the further development of the Initial Technology and the
products and methods covered by one or more of the unexpired claims falling
within the Patent Rights, including without limitation the development of
different manufacturing processes, techniques, methods, information and
data, including improvements, which pertain to the manufacture, use, sale
or other exploitation of the same.
- (c) A new application for a patent respecting Initial Technologie, the
Patent Rights, and additional claims was filed in France on June 7, 1995,
identifieing Collet as a co-inventor and the Company as owner, registered
under figure 2.735.247 (the "French Patent").
- (d) Pursuant to an oral agreement between the Company and Collet dated May
17, 1995, and subsequent written agreement dated January 26, 1996 (such
agreements collectively, the "Assignment Agreement"), Collet assigned the
Patent Rights to the Company, including all of his rights and interest in
and to said Patent Rights.
- (e) Subsequent to the 1996 Assignment Agreement, the Company initiated the
recording or filing of patent applications respecting the Patent Rights in
24 countries.
- (f) On August 13, 1998, the Company was involved in a reverse merger with
a United States corporation incorporated in the State of Nevada, resulting
in, among other things, the Company becoming a wholly-owned subsidiary of
said Nevada corporation which, effective on the date of such merger changed
its name to Advanced Lumitech, Inc. ("ADLU"), and the former shareholders
of the Company became the holders of eight percent (80%) of the capital
stock of ADLU.
- (g) ADLU currently has authorized 100,000,000 shares of common stock, par
value $001 per share; and as of December 31, 1998, there were 25,000,000
shares issued and outstanding, and ADLU was committed to issue, 2 667 602
shares of ADLU common stock.
2. MODIFICATION AND AMENDMENT OF PAYMENT PROVSIONS AND DURATION
The provisions of the Assignment Agreement respecting payment and duration set
forth in Articles 5, 6 and 8, are hereby cancelled in their entirety.
3. CONFIRMATION OF ASSIGNMENT.
Collet hereby assigns and transfers, or hereby confirms the prior assignment and
transfer, to the Company of all of his rights of property, title and interest in
and to the Patent Rights, such assignment and transfer to include, without
limitation, an assignment and transfer of Collet's property rights and interests
in and to the following patents and patent applications:
- Swiss Recording N"CH 681713
- France Recording N"2.735.247
- United States Recording N"PCT 1B 96 /00556
- Canada Recording N"2,225,495
- Mexico Recording N"9709720
- Brazil Recording N"P1 9608576-2
- Europe Recording N"on 9691 4363-5 in the fourteen
Main countries, enclosing Switzerland.
- Poland Recording N"P-323818
- Turkey Recording N"PCT 1B 96 /00556
- Russia Recording N"98100249
- China Recording N"96195595-3
- Hong-Kong Recording N"98112061.2
- Singapore Recording N"9705183.3
- Japan Recording N"9-500263
- Collet hereby further confirms that the foregoing transfer of property is
intended to permit the Company, to alienate or pawn one or several patents
and register every new patent incorporating improvements or enhancements to
the subject matter of any of the foregoing patents and patent applications.
- Collet hereby further confirms that the foregoing transfer of property is
intended to permit the Company, without limitation and on an exclusive,
world wide and royalty-free basis to use and exploit the Patent Rights and
the subject matter of the foregoing patents and patent applications.
- Collet further agrees, for the consideration described in Section 4 of this
Agreement, that the Company shall have property and exclusive rights to
use, without further compensation to Collet any and all patents,
copyrights, trademarks, trade secrets, know how or other intellectual
property that Collet invents or develops after the date of this Agreement
which constitute (a) improvements or enhancements to any of the Patent
Rights or to any of the subject matter of the foregoing patents and patent
applications, or (b) derivative products, materials and processes which
relate to the manufacuring or use or sale of passive luminesence technology
or related materials.
4. CONSIDERATION
(a) The Company already has paid Collet, and Collet hereby confirms
receipt in 1993 of CHF 37'500.
(b) The Company has agreement to pay Collet an additional US $ 160'000,
and to issue and deliver to Collet 800'000 shares of the common stock
of ADLU, payble as follows:
- US $ 30'000, of which US $25,000 was received by Collet on or about
December 29, 1998, and US $5000 was received on or about- February,
1999; and
- US $5000, upon the execution and delivery of this Agreement;and
- US $ 125'000 payable from time to time after the completion by the
Company (or its affiliate, ADLU) of its current round of equity
financing.
5 GOVERNING LAW
The present contract is subjected to the Swiss right and for the international
agreements signed by this country, in intellectual property.
6. JURISDICTION AND VENUE
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In case of dispute, only the Courts of the canton of Geneva are competent, an
appeal to the Swiss Federal Court being however reserved.
So made for Geneva in duplicate, March 31, 1999
LUMITECH S.A. XX. XXXXXXX-XXXXXXX XXXXXX
Xx. Xxxxxxx Xxxxxxx, President
