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Exhibit 10.32
FIRST ADDENDUM TO
EXCLUSIVE LICENSE AGREEMENT
THIS FIRST ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT ("Addendum 1") is by
and between DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC., ("DMD") a corporation
having a principal place of business in Westlake Village, California and
CHRYSALIS DENTAL, INC., a corporation having a principal place of business in
Salt Lake City, Utah ("CDI"), and its affiliate Den-Pak, LLC, a Utah company
having a principal place of business in Salt Lake City, Utah (CDI and Den-Pak
collectively referred to as "Den-Pak").
WHEREAS DMD and CDI entered into an Exclusive License Agreement dated
September 16, 1998 ("Agreement"); and
WHEREAS DMD and CDI are desirous of adding an addendum to the terms of the
Agreement relative to a newly developed gel whitening composition;
THEREFORE the parties agree as follows;
X. XXXXX OF LICENSE AND CONSIDERATION
i. Den-Pak hereby grants to DMD the exclusive world wide license to make
or have made, use, or sell a new gel whitening composition ("Gel Product")
developed by Den-Pak under any and all applications for Letters Patent or
Letters Patent maturing therefrom, including continuations,
continuations-in-part, divisionals thereof, as well as any and all proprietary
trade secret information, whether in the United States of America or in
countries foreign to the United States of America, subject to section Biii of
this Addendum 1.
B. COMPENSATION AND PAYMENT
i. As and for consideration for the license granted herein, DMD will
provide to Den-Pak;
a. [*] for development costs;
b. an earned royalty of [*] of the customary sales price on the
transfer of all Gel Product kits after the first three kits provided without
charge, if any, to any purchaser of a light from DMD. If, however, five years
from the date of the agreement have elapsed and no
*CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
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Letters Patent have issued covering the New Products and no application for
Letters Patent is then pending, the royalty rate will drop to [*].
ii. DMD shall pay Den-Pak the development cost upon execution of
this Agreement.
iii. In consideration for the above terms, DMD agrees to purchase all
of DMD's requirements for the Gel Product from Den-Pak for resale or
distribution separately or in light kits. DMD shall pay Den-Pak [*] per
whitening kit, F.O.B., Salt Lake City, Utah.
Date: August 12, 1999
DEN-PAK
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XXXX X. XXXXXXXX, D.D.S.
DENTAL/MEDICAL DIAGNOSTIC SYSTEMS, INC.
/s/ XXXXXX X. XXXXXXXXX
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XXXXXX X. XXXXXXXXX, CEO
*CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
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