CaroTech, LLC
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3622 Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 XXX
May 1, 1999
Xx. Xxxxx Xxxxxxx, President
IDT, Inc.
0000 Xxxxxxx Xxxx Xx., Xxxx. 0000
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
This will confirm our telephone conversation of today that the expiration date
of the Intellectual Property Brokering Agreement between IDT, Inc. and CaroTech,
L.L.C. dated August 1, 1998 is hereby extended for a 12-month period commencing
May 1, 1999. If this is in accord with your understanding, would you so
indicate by signing and returning the duplicate copies of this letter.
IDT, Inc. CaroTech, L.L.C.
By: Xxxxx Xxxxxxx /s/ By: Xxxxxxxxx X. Xxxxx /s/
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Printed Name: Xxxxx Xxxxxxx Printed Name: Xxxxxxxxx X. Xxxxx
Title: President Title: Secretary-Treasurer
Date: 7/2/99 Date: 7/6/99
INTELLECTUAL PROPERTY BROKERING AGREEMENT
This Agreement is made and entered into as the lst day of August, 1998 by
and between IDT, Inc., a Pennsylvania company whose address is 0000 Xxxxxxx Xxxx
Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 ("IDT"), and CaroTech LLC, a
North Carolina Limited Liability company whose address is 0000 Xxxxxx Xxxxxxx,
Xxxxx 0000, Xxxxxx, Xxxxx Xxxxxxxx 00000 ("CaroTech")
IDT owns and controls technology relating to whole body hyperthermia and
dialysis treatment ("IDT Technology").
CaroTech is engaged in development and commercialization of
biopharmaceuticals, medical and health care technologies. and desires to assist
IDT in brokering of the IDT Technology to third parties having potential
interest in commercializing the IDT Technology or in licensing of same or
entering into other development relationship with IDT relating to such IDT
Technology.
Accordingly, it is agreed by and between IDT and CaroTech, as follows:
1. IDT shall disclose to CaroTech the IDT Technology and related business
and competitive information, under and subject to the terms and conditions of
the mutual Non-Disclosure Agreement entered into on June 19, 1998 by and between
IDT and CaroTech.
2. CaroTech for a period of nine (9) months from the date of this
Agreement shall have the right to present the IDT Technology to third parties
who may have an interest in acquiring rights thereto, and/or to establish
contacts between such third parties and IDT which may lead to evaluation,
license or other business arrangements between IDT and such third party,
relating to or involving the IDT Technology. Nothing herein shall be construed
to prevent IDT from entering into agreements with other brokers with respect to
the IDT Technology or from marketing the IDT Technology itself.
3. Prior to initiating any contacts with third parties, CaroTech will
identify the specific third parties to IDT in writing, so that any duplicative
or extraneous effort by CaroTech may be avoided in relation to corresponding IDT
efforts, and so that contacts may be established by CaroTech free of those
previously initiated by IDT. IDT will immediately advise CaroTech in writing if
it has had prior contact with the third parties identified by CaroTech to IDT.
Subsequent to identification by CaroTech of specific third parties as
potential investors/licensees/collaborators, IDT agrees that it will not without
the prior written consent of CaroTech publicize or identify such
CaroTech-identified third parties or CaroTech to others.
4. A. If as a result of third party contacts initiated by XxxxXxxx, the
IDT Technology is developed, evaluated, utilized and/or commercialized by such
third party producing revenue or value to IDT or assumption of debt of IDT, then
CaroTech shall be compensated by payment to CaroTech of fifteen percent (15%) of
all such revenues paid to IDT, value conferred on IDT or debt assumed by such
third parties (the "Royalty"). In addition, if CaroTech shall produce value or
revenue to IDT in excess of One Million Dollars in amount, then CaroTech shall
receive a one-half percent equity in IDT in the form of unrestricted registered
shares of the corporation. If CaroTech shall produce value or revenue to IDT in
excess of Five Milllon Dollars in amount, then CaroTech shall receive a one
percent equity in IDT in the form of unrestricted registered shares of the
corporation. If CaroTech shall produce value or revenue to IDT in excess of Ten
Million Dollars in amount, then CaroTech shall receive a one and one-half
percent equity in IDT in the form of unrestricted registered shares of the
corporation. If no registered shares are in existence to satisfy such
obligation, then CaroTech shall have vested piggyback rights in registered
shares subsequently issued by the corporation.
B. In order to minimize the possibility of disputes between the
parties concerning any Royalty to be paid to CaroTech, the parties agree that,
prior to entering into any business relationship with a third party identified
by XxxxXxxx, IDT will describe such business relationship to CaroTech. The
parties shall then agree on the value of the benefit to be conferred on IDT, as
well as the amount and payment schedule of all Royalties, prior to IDT"s
commitment to any such business relationship.
5. IDT understands and agrees that no warranty or guarantee of results is
made or extended by CaroTech in consequence of this Agreement and that CaroTech
is functioning solely as a broker and independent contractor, and not as an
employee or general agent of IDT in CaroTech's performance of this Agreement.
6. In the event that CaroTech's efforts are productive of a
revenue-generating or value producing relationship between IDT and a third party
involving IDT and/or the IDT Technology, IDT agrees to render periodic reports,
on January 15 and July 15 of each year during the term of production of such
value or revenue, setting forth the value or revenue generated to IDT from such
CaroTech - located third party, identifying the amount of the Royalty payable to
CaroTech, and
including such payment in current U.S. funds. CaroTech shall have the right to
audit the books and records of IDT to determine the correctness of such royalty
reports.
7. IDT shall have no obligation of withholding of taxes or any other
withheld amounts, and such amounts and obligations shall be the sole
responsibility of CaroTech, as to all revenues generated and payable by IDT to
CaroTech hereunder.
8. No modifications of this Agreement or waiver of any of its terms will
be effective unless set forth in writing signed by the party against whom it is
sought to be enforced. Failure by either party to require the other party's
performance of any of the terms of this Agreement or waiver by either party of
any breach of this Agreement by the other party shall not prevent subsequent
enforcement of such term or be deemed a waiver of any subsequent breach thereof.
9. No agency or partnership relationship shall be created between the
parties by this Agreement.
10. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns; provided,
however, that neither party shall have the right to transfer or assign its
interest in this Agreement, in whole or in part, without the prior written
consent of the other party.
11. Each provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision.
12. Each party agrees to perform its obligations hereunder without charge
to the other party, except as otherwise provided for herein.
13. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of North Carolina, USA without regard to its
conflict of laws provisions.
14. If a party breaches or threatens to breach this Agreement, the parties
acknowledge that there exists no adequate remedy at law, and agree that a
non-defaulting party shall have the right to seek and obtain temporary and
injunctive relief to restrain a violation of this Agreement without the
necessity of proving irreparable injury or damage and without the posting of any
bond or other surety thereon. The injunctive relief shall be cumulative and in
addition to the
right to seek and obtain other remedies, including monetary damages.
Additionally, the non-defaulting party shall be entitled to recover its costs
and expenses of litigation, including attorney's fees.
In witness of which, the parties have executed this Agreement in duplicate
originals to be effective as of the date first set out above.
IDT Incorporated CaroTech, L.L.C.
By:__________________/s/ By:_____________________/s/
Name:Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: CEO Title:President
Date: 9/11/98 Date: August 18, 1998
Date: 01-11-96 Date:
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