Exhibit 10.10
NONEXCLUSIVE LICENSE AGREEMENT
This Agreement is effective May 14, 1999, between Alsius Corporation with
offices at #0 Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000-0000 ("ALSIUS") and Xxxxxx
Healthcare Corporation, acting through its CardioVascular Group business unit
with offices at 00000 Xxx Xxxx Xxxxxx, Xxxxxx, XX. 00000 ("XXXXXX").
BACKGROUND
BAXTER has developed a certain proprietary biological heparin medical
treatment known as DURAFLO(R) (the "DURAFLO Treatment") which it represents is
described in and covered by certain patents owned by BAXTER as identified on
Exhibit A ("Patents") and certain specifications, methods, processes, systems,
and other know-hiow relating to the application of the DURAFLO Treatment to
products "(Know-How") which is confidential, not known in the industry, and
owned by XXXXXX.
XXXXXX desires to license to ALSIUS and ALSIUS desires to obtain from
BAXTER a limited nonexclusive, nontransferable license to apply DURAFLO
Treatment to and sell Heat Exchange Catheters ("Field of Use") manufactured by
ALSIUS ("ALSIUS Products") treated with the DURAFLO Treatment ("Treated ALSIUS
Products") as listed on Exhibit B.
AGREEMENT
1. LICENSE TO DURAFLO TREATMENT.
1.1 License to Patents and Know-How. BAXTER hereby grants to ALSIUS a
limited, non-exclusive, non-transferable, world-wide license under the Patents
and Know-How to apply the DURAFLO Treatment to ALSIUS Products and to sell
Treated ALSIUS Products to its customers including its distributors or
resellers. This limited license is not intended to grant ALSIUS the right to
make or sell the DURAFLO Treatment, but is solely a limited right to apply the
DURAFLO Treatment purchased from BAXTER to ALSIUS Products and to sell Treated
ALSIUS Products. BAXTER shall have the right to sell the DUR.AELO Treatment to
other persons and to use the DURAFLO Treatment on its own or a third party's
products, at its sole discretion. XXXXXX'x right to license, manufacture, use,
sell or resell the DURAFLO Treatment ha1l not be limited in any way.
1.2 Pricing and Payment. BAXTER shall supply ALSIUS with DURAFLO Treatment
powder necessary for ALSIUS to apply the DURAFLO Treatment to ALSIUS Products,
at a price of $39 per gram. ALSIUS shall pay BAXTER for the DURAFLO Treatment
powder within one (1) month after shipping and invoicing of the DURAFLO
Treatment powder. Prices for the DURAFLO Treatment powder shall be fixed for the
first calendar year of the Agreement. Thereafter, BAXTER may increase the prices
based on increases in material costs, but in no event more than 3% per year.
1.3 Know-How Transfer. BAXTER agrees to disclose and transfer to ALSIUS
Know-How necessary for ALSIUS to apply the DURAFLO Treatment to ALSIUS Products
and to test and evaluate Treated ALSIUS Products. ALSIUS shall
apply all DURAFLO Treatments to ALSIUS Products at wholly (100%) owned ALSIUS
manufacturing facilitates in accordance with the confidentiality requirements of
this Agreement, or at ALSIUS controlled manufacturing facilities which shall be
bound by the confidentiality requirements of this Agreement.
2. TRADEMARK LICENSE.
2.1 BAXTER further grants to ALSIUS a non-exclusive, non-transferable
license to use the trademark DURAFLO(R) in connection with Treated ALSIUS
Products. ALSIUS agrees to label Treated ALSIUS Products with the DURAFLO(R)
trademark and to identify DURAFLO(R) as a trademark of Xxxxxx International
Inc., both on the product container, and any product packaging, Any and all uses
of the DURAFLO(R) trademark will be accompanied by an appropriate trademark
notice, consisting of an encircled R, with a statement to the effect that
"DURAFLO(R) is a registered trademark of XXXXXX INTERNATIONAL INC."
2.2 In order for ALSIUS to maintain its trademark license, ALSIUS agrees
that the Treated ALSIUS Products in their finished form shall be of high
standard and quality so as to protect and enhanee the goodwill pertaining to the
DURAFLO Treatment and shall be of a quality consistent with the quality of
products manufactured and sold by BAXTER having the DURAFLO Treatment applied
thereon. Upon XXXXXX'x request, but not more than once per year, ALSIUS agrees
to provide BAXTER with samples of the Treated ALSIUS Products in their finished
form, for XXXXXX'X review and approval to ensure ongoing quality of the Treated
ALSIUS Products. Should BAXTER at any time determine that the ongoing quality of
the Treated ALSIUS Products in their finished form do not adhere to XXXXXX'x
quality standards, ALSIUS license to the DURAFLO(R) trademark may be terminated
by BAXTER at XXXXXX'x sole discretion,
3. UPFRONT LICENSE FEE AND DEVELOPMENT FEE.
3.1 ALSIUS agrees to pay BAXTER a license fee of $100,000, payable as
follows:
(a) $5,000 - Feasibility payment.
(was previously paid to BAXTER by Alsius Corporation)
(b) $20,000 - On approval of license agreement by ALSIUS and BAXTER.
(c) $25,000 - Submission of PMA or 510 (k) to US. regulatory authority.
(d) $25,000 - 1st commercial sale inside the United States.
(e) $25,000 - 1st commercial sale outside the United States.
4. ROYALTY.
4.1 ALSIUS agrees to pay BAXTER a royalty on the Net Selling Price of each
Treated ALSIUS Product sold by ALSIUS, at the royalty rates indicated in the
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attached Exhibit C. Net Selling Price shall mean the gross billing price which
ALSIUS charges to its customers, including distributors where ALSIUS does not
control the prices set by such Distributors, for Treated ALSIUS Products less,
if included in gross billing price, any sales, use, occupation and excise tax
paid, incurred or levied on such sales. The royalty payment shall be made on the
basis of calendar quarters beginning with the calendar quarter in which the
First Commercial Sale occurs, and shall be payable within thirty (30) days of
the end of each such quarter. ALSIUS agrees to pay BAXTER a minimum royalty of
$5,000 per calendar quarter, payable within 30 days of the end of the quarter,
beginning with the second quarter after the first commercial sale of the
product. "First Commercial Sale" as used herein shall mean: (1) in the United
States, the first arms length sale to third party, including distributors where
ALSIUS does not control the pricing set by such distributors, of a Treated
ALSIUS Product which has been approved by the appropriate Federal and State
governmental agencies for distribution and sale; and (2) outside the United
States, the first arms length sale to a third party of a Treated ALSIUS Product.
ALSIUS and its affiliates, if applicable, shall maintain books that account for
its sales of Treated ALSIUS Products.
4.2 In the event that any Treated ALSIUS Products are sold in a kit that
includes products other than those identified in Exhibit B, then the Net Selling
Price for royalty purposes shall be computed using the average Net Selling Price
for Treated ALSIUS Products sold separately in the same calendar quarter. If the
Treated ALSIUS Product is not sold separately, then the Net Selling Price for
the Treated ALSIUS Product shall be determined by using reasonable market
pricing for similar products sold on an individual basis by other entities, with
the reasonable market price for the Treated ALSIUS Products to be based on the
average market price of such other similar products.
4.3 ALSIUS agrees to make payment to BAXTER by checks mailed to BAXTER at
the address set forth below or at such other address as BAXTER may specify for
that purpose. ALSIUS agrees to submit to BAXTER, with each royalty payment, a
written report showing the number of Treated ALSIUS Products sold in the quarter
and the Net Selling Price for such Treated ALSIUS Products. All payments made to
BAXTER pursuant to this Agreement shall be made in United States dollars; and
all international and domestic sales of Treated ALSIUS Products shall be
reported in equivalent United States dollars.
4.4 ALSIUS shall keep full and accurate records and books of account
containing all particulars necessary for showing the amounts of royalties due
BAXTER hereunder. At all reasonable times for a period of not more than two (2)
years after the end of each reporting year, not to exceed once each year and
upon ten (10) business days prior written notice to ALSIUS, the books and
records relating to sales of the Treated ALSIUS Products shall be open to
inspection by XXXXXX'x duly appointed independent Certified Public Accountants,
who may make such confidential inspection of such records and books of account
as is necessary to verify the computation of royalties due to BAXTER. Any
adjustment in the amount due to BAXTER on account of overpayment or underpayment
of royalties shall be made at the next date when royalty payments are called for
under the Agreement. In the event that there is an underpayment in the royalties
which exceeds ten (10) percent of the actual royalties paid during the period of
time
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under inspection, then ALSIUS shall reimburse BAXTER for all costs incurred by
BAXTER in conducting such inspection.
5. ORDERS, FORECASTS AND SHIPPING.
5.1 BAXTER agrees to supply ALSIUS with the DURAFLO Treatment in quantities
specified by ALSIUS; provided that the minimum quantity for each purchase order
shall be one hundred (100) grams of powder and that orders must be in increments
of fifty (50) whole grams.
5.2 ALSIUS shall give BAXTER quarterly rolling forecasts twelve (12) months
in advance. ALSIUS shall issue firm Purchase Orders no less than one (1) quarter
prior to specified delivery dates for quantities within forecasted amounts using
the purchase order set forth in Exhibit E (the "Purchase Order"). BAXTER shall
acknowledge promptly each ALSIUS Purchase Order in writing and confirm delivery
dates to destinations specified by ALSIUS. BAXTER shall not be liable for
failure or delay in filling ALSIUS orders because of any cause beyond the
control of and occurring without the fault of BAXTER; provided, however, that
BAXTER shall notify ALSIUS promptly of anticipated delays and shall use
reasonable efforts to fill such orders as soon as possible.
5.3 BAXTER shall ship the DURAFLO Treatment powder XXXXXX'x facility via
mutually agreed upon carriers. ALSIUS shall pay all normal freight charges.
6. SALES TRAINING.
BAXTER, at ALSIUS request and at ALSIUS expense, will provide training for
ALSIUS sales force regarding the DURAFLO Treatment, as well as provide ALSIUS
with existing marketing and technical information concerning the DURAFLO
Treatment for ALSIUS use in marketing Treated ALSIUS Products.
7. CONFIDENTIALITY.
ALSIUS and BAXTER realize that some information received by one party from
the other pursuant to this Agreement may be confidential. It is therefore agreed
that any information received by one party from the other which is in writing or
promptly reduced to writing, within thirty (30) days of disclosure, and clearly
designated as "CONFIDENTIAL", shall not be disclosed by the receiving party to
any third party and shall not be used by the receiving party for purposes other
than those contemplated by this Agreement during the term of this Agreement and
for a period of three (3) years from and after the termination of this
Agreement, unless the other party consents in writing to such disclosure and/or
use. The receiving party shall use the same degree of care with respect to such
information that it uses with respect to its own information which it intends to
maintain proprietary and confidential. However, nothing in this Agreement shall
prevent the receiving party from exercising any legal rights to disclose, use,
duplicate, or publish any such information - -
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(a) which was in the public domain at the time of the disclosure to the
receiving party, or which thereafter fell into the public domain
without any fault of the receiving party;
(b) which the receiving party rightfully had in its possession prior to
the disclosure as evidenced in writing;
(c) which the receiving party lawfully obtained without restriction from a
third party who is not under any confidentiality obligations to the
disclosing party;
(d) which, in the case of an oral disclosure, shall not have been
subsequently confirmed in writing to the receiving party within thirty
(30) days after such oral disclosure; or
(e) which is independently developed by the receiving party without the
benefit of such disclosure,
Either party may disclose the existence of the Agreement and the Field of Use
specified in the Background section of this Agreement, but not the terms of this
Agreement.
8. TERM.
Unless sooner terminated as otherwise provided herein, this Agreement shall
remain in full force and effect for seven (7) years.
9. TERMINATION.
Either party may terminate this Agreement for any material breach by the
other party thirty (30) days after written notice containing details of the
breach if the breach remains uncured at the end of the notice period. Either
party may terminate this Agreement effective immediately with written notice if
the other party shall file for bankruptcy, shall be adjudicated bankrupt, shall
take advantage of applicable insolvency laws, shall make an assignment for the
benefit of creditors, shall be dissolved or shall have a receiver appointed for
its property. BAXTER shall have the rights to terminate this Agreement upon
sixty (60) days prior written notice if ALSIUS discontinues developing,
manufacturing or selling Treated ALSIUS Products. Upon termination of this
Agreement, AISIUS agrees to immediately cease using the DURAFLO(R) trademark in
any manner and for any purpose and to immediately cease all use of the DURAFLO
Treatment powder provided by BAXTER. No termination of this Agreement shall
affect the rights of BAXTER to earned royalties due and owing and to statements
of account and to conduct inspections of books and records, to and including the
date of termination. Sections 7, 13, 14, 15, and 18 shall survive any
termination of this Agreement.
10. PRODUCT CHANGES.
10.1 DURAFLO Treatment Powder Changes. BAXTER shall notify ALSIUS six (6)
months in advance and in writing of any proposed change in the DURAFLO
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Treatment which would materially affect ALSIUS regulatory approval to sell
Treated ALSIUS Products. ALSIUS may at that time provide a forecast of ALSIUS
powder requirements for the eighteen (18) month period following the date of
such notice to ALSIUS. not to exceed two times the forecast for the previous
eighteen (18) month period. ALSIUS shall issue a single firm purchase order for
that amount. In the event such changes are unacceptable to ALSIUS, ALSIUS shall
have the right to terminate this Agreement, effective as of the date of
implementation of such changes.
11. REGULATORY RESPONSIBILITY AND LABELING.
Except as otherwise provided in this Agreement, ALSIUS shall be
responsible, at its sole expense, for complying with all applicable regulatory
requirements relating to the sale or use of the ALSIUS Products and Treated
ALSIUS Products worldwide, including premarket filings and other requirements of
the United States Food and Drug Administration. ALSIUS, at its expense shall
produce and provide all artwork, advertising materials, labeling, product
inserts and packaging for the Treated ALSIUS Products; provided, however, that
ALSIUS shall obtain XXXXXX'x prior written approval for such artwork,
advertising materials, labeling, product inserts and packaging as they relate to
the DIJRAFLO Treatment, and for any claims made about the DURAFLO Treatment.
Each use of a trademark, trade name or logo owned or used by BAXTER on or in
connection with the DURAFLO Treatment on the Treated ALSIUS Products shall inure
to the benefit of BAXTER and its parent company. Should any such use vest in
ALSIUS any rights in any such trademark, trade name or logo, ALSIUS shall
transfer such rights to BAXTER or its designee upon request of BAXTER. Except as
provided in this Agreement, ALSIUS shall not use any trademark, trade name or
logo owned by BAXTER or any confusingly similar trademark, trade name or logo
during or after the term of this Agreement.
12. QUALITY CONTROL.
12.1 The DURAFLO Treatment powder sold to ALSIUS shall be subjected to
quality control inspection by BAXTER in accordance with XXXXXX'x quality control
standards and system. While nothing herein provides ALSIUS the right to see,
review, or inspect any production process regarded as proprietary by XXXXXX,
XXXXXX shall upon prior written notice permit ALSIUS to review no more than once
a year XXXXXX'X production and quality control procedures and records and to
visit XXXXXX'x facilities at reasonable times with a representative of BAXTER
present in order to assure satisfaction of the requirements of this Agreement as
those requirements relate to quality control and as may be necessary to ensure
compliance with any regulatory requirements. Each party will bear its own
expenses relating to any such review. BAXTER also agrees to instruct ALSIUS
personnel in quality control test operations.
12.2 Upon request by ALSIUS, BAXTER shall provide ALSIUS with information
necessary for and shall work with ALSIUS to determine the sterilization
parameters necessary to maintain the quality of the DURAFLO Treatment on the
Treated ALSIUS Products. ALSIUS will sterilize Treated ALSIUS Products in
accordance with
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the sterilization parameters. ALSIUS acknowledges that treated ALSIUS Products
may not be resterilized because any resterilization may impact product quality
and integrity. ALSIUS shall indicate in the labeling for Treated ALSIUS
Products, in a manner sufficient to notify all customers, purchasers or
distributors, that Treated ALSIUS Products ma not be resterilizd by such
customers, purchasers, or distributors.
12.3 ALSIUS shall inspect or audit the Treated ALSIUS Products for
integrity and adherence to their specifications, and the Treated ALSIUS Products
shall be subjected to quality control inspection by ALSIUS in accordance with
ALSIUS quality control standards and system before selling Treated ALSIUS
Products. ALSIUS shall permit BAXTER to review periodically ALSIUS production
and quality control procedures and records in order to assure quality pertaining
to the DURAFLO Treatment on the Treated ALSIUS Products and satisfaction of the
requirements of this Agreement. If any customer of ALSIUS rejects or returns
Treated ALSIUS Products to ALSJUS as a result of performance problems related to
the DURAFLO Treatment, ALSIUS shall notify BAXTER in writing within fifteen (15)
days.
12.4 In the event that either party receives any complaint regarding the
DURAFLO Treatment, it shall notify the other party promptly. BAXTER will be
responsible for evaluating these complaints and responding to ALSIUS in writing.
ALSIUS will make a preliminary evaluation of each complaint it receives and will
conduct all follow-up and communication which it deems appropriate.
12.5 BAXTER will use commercially reasonable efforts to maintain XXXXXX'x
ISO 9000 certification. Should BAXTER lose ISO 9000 certification; BAXTER will
have a period of six (6) months to regain certification. If BAXTER fails to
regain certification within such period of time, ALSIUS shall have the right to
terminate this Agreement.
13. WARRANTIES.
13.1 BAXTER WARRANTS THAT IT POSSESSES GOOD AND MARKETABLE TITLE TO THE
DURAFLO TREATMENT FOR APPLICATION TO ALSIUS PRODUCTS AND THAT THE DURAFLO
TREATMENT HAS BEEN MANUFACTURED IN ACCORDANCE WITH GOOD MANUFACTURING PRACT1CES.
THERE ARE NO OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XXXXXX'X SOLE OBLIGATION
AND PURCHASER'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY SHALL BE A CREDIT OR
REFUND OF THE ROYALTY PAID TO TREAT SUCH ALSIUS PRODUCT. BAXTER SHALL NOT BE
LIABLE FOR PROXIMATE, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
13.2 ALSIUS and BAXTER each represent and warrant to the other that they
have full power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby and that all necessary corporate action has
been duly taken in this regard.
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14. INDEMNIFICATION AND LIMITATION OF LIABILITY.
14.1 ALSIUS has represented to BAXTER that it has the capability to perform
and ALSIUS has agreed to perform complete quality testing of Treated ALSIUS
Products prior to sale. Consequently, except as provided in Paragraph 13 above,
BAXTER disclaims any and all liability that may result from the sale or use of
Treated ALSLUS Products.
14.2 ALSIUS hereby indemnifies and agrees to defend and to hold BAXTER, its
Successors affiliates, assigns, customers, and users of the ALSIUS Products and
Treated ALSIUS Products harmless from and against all claims, liabilities,
losses or expenses to the extent arising out of or in connection with the
design, manufacture, packaging, sale or use of the ALSIUS Products or Treated
ALSIUS Products, or any other negligent act or omission of ALSIUS. ALSIUS shall
obtain and keep in force during the term of this Agreement general comprehensive
liability insurance covering each occurrence of bodily injury and property
damage in an amount of not less than $3,000,000 combined single limit with
special endorsements providing coverage for (i) Products and Completed
Operations Liability, and (ii) Blanket Contractual Liability including an
additional endorsement deleting the Contractual Liability exclusion for Products
and Completed Operation Liability. The insurance policy shall be endorsed to
provide for written notification to BAXTER by the insurer not less than thirty
(30) days prior to cancellation, expiration or modification. A certificate of
insurance evidencing compliance with this Section and referencing this Agreement
shall be furnished to BAXTER by ALSIUS within sixty (60) days of this
Agreement's effective date.
15. PATENTS MODIFICATIONS AND IMPROVEMENTS.
15.1 All modifications and/or improvements to the Patents or Know-How
relating to the compositions, specifications, methods of application, processes,
systems of the DURAFLO Treatment (including the use of the DURAFLO Treatment
with ALSIUS Products or other products) which are conceived and/or reduced to
practice solely by ALSIUS, or jointly by ALSIUS and BAXTER, during the term of
this Agreement shall be owned jointly by ALSIUS and BAXTER, provided that
neither ALSIUS nor BAXTER may transfer their respective interest in any of the
modifications and/or improvements to any other party without the prior written
approval of the other. ALSIUS agrees to promptly disclose in writing to BAXTER
any such modifications and improvements. BAXTER shall have the sole right, at
its expense, to file any patent and/or copyright applications on such
modifications and/or improvements in any country in the world in which BAXTER,
in its sole discretion, decides to tile such applications.
15.2 BAXTER agrees to prosecute any such patent and/or copyright
applications it has decided to file, at its own expense. ALSIUS agrees to assist
BAXTER in the preparation and prosecution of any such application, including but
not limited to (a) providing all documentation to enable BAXTER to prepare, file
and prosecute any such applications, (b) making its employees available to
execute all papers and do all things which may be necessary or advisable, in the
opinion of BAXTER, to prepare, file
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and prosecute such applications, and (c) execute all papers and do all things
which may be necessary or advisable, in the opinion of BAXTER, to evidence the
joint ownership rights in BAXTER, or its designee, of the modification and/or
improvement.
16. PRODUCT RECALL.
In the event ALSIUS decides to recall any Treated ALSIUS Product for any
reason related in whole or in part to the DURAFLO Treatment, ALSIUS will
immediately notify BAXTER of such proposed recall, including the reasons for
such recall and the proposed actions for effectuating the recall. In the event
that the recall is made because of a deficiency the DURAFLO Treatment outside of
ALSIUS control, BAXTER shall bear reasonable costs and expenses of such recall
up to the amount paid by ALSIUS in royalties, provided that ALSIUS first
notifies BAXTER of the proposed actions for effectuating the recall and that
BAXTER agrees with such proposed actions. ALSIUS shall maintain complete and
accurate records, for such periods as may be required by applicable law, of all
the Products sold by it. The parties will cooperate fully with each other in
effectuating any recall of the Products, including communications with any
purchasers or users.
17. COMPLIANCE WITH LAW.
BAXTER and ALSIUS mutual1y represent that they are and will remain in
material compliance with all applicable federal, state and local laws,
regulations and orders applicable to the subject matter of this agreement.
18. OTHER PROVISIONS.
18.1 This Agreement contains the entire agreement between the parties
relating to the DURAFLO Treatment and all prior understandings between the
parties relating to the DURAFLO Treatment are superseded by this Agreement. None
of the terms of this Agreement shall be deemed to be waived or amended by either
party unless such a waiver or amendment specifically references this Agreement
and is in writing signed by the party to be bound.
18.2 All notices and demands required or permitted to be given or made
pursuant to this Agreement shall be in writing and shall be effective when
personally given or made or when placed in an envelope and deposited in the
United States mail postage prepaid, addressed as follows:
If to BAXTER: If to ALSIUS:
Xxxxxx Healthcare Corporation Alsius Corporation
Cardio Vascular Group #5 Jenner, Suite 150
00000 Xxx Xxxx Xxxxxx Xxxxxx, XX 00000-0000
Xxxxxx, XX 00000 Attn: Xxxx Xxxxxx, Esq.
Attn: Xxx Xxxxxxxx
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or to such other address as to which either party may notify the other.
18.3 This Agreement may not be assigned without the written consent of the
other party, except that this Agreement may be assigned by either party without
consent to the purchaser of substantially all the assets of that party's
business to which this Agreement relates. Any attempted assignment which does
not comply with the terms of this Section shall be void.
18.4 This Agreement is deemed to have been executed in and shall be
governed by and construed according to the laws of the State of California and
jurisdiction for nay dispute between the parties arising from this Agreement
shall be exclusively in the State of California. If particular portions of this
Agreement are ruled unenforceable, such portions shall be deleted and all other
terms and conditions of this Agreement shall remain in full force and effect.
18.5 If either party fails to fulfill its obligations hereunder, when such
failure is due to an act of God, other actions such as fire, flood, civil
commotion, riot, war (declared and undeclared), revolution, action by government
including delays in obtaining government approvals, embargoes, then said failure
shall be excused for the duration of said event
IN WITNESS WHEREOF, authorized representatives of the parties have execated
this Agreement.
XXXXXX HEALTHCARE CORPORATION ALSIUS CORPORATION
Cardio Vascular Group
By: /s/ Illegible By: /s/ Xxxxxxx Xxxxxxx
--------------------------------- ---------------------------------
Title: VP of Business Dev. Title: President & CEO
Date: 5/17/99 Date: 5/14/99
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EXHIBIT A
Patents
US Patent No. 5,047,020
EPO No. 0231573 -- West Germany, France, United Kingdom
Canada -- 000000
Xxxxx -- 0000000
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EXHIBIT B
(Alsius to complete)
- COOL LINE (TM)
- SQUID (TM)
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EXHIBIT C
0 - 10,000 units 3.5% of Net Selling Price
10,001 - 25,000 units 3.0% of Net Selling Price
25,001 - 50,000 units 2.5% of Net Selling Price
Over 50,000 units 2.0% of Net Selling Price
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