EXHIBIT 10.53
TECHNOLOGY STRATEGIC ALLIANCE : MEMORANDUM OF UNDERSTANDING
1. This Memorandum defines the intent of Kaiser Aerospace & Electronics
Corporation ("KAEC"), represented by its Kaiser Electro-Optics, Inc.
subsidiary ("KEO"), and Vista Medical Technologies, Inc. ("VMTI") to
cooperate in advancing the technology and application of head mounted
displays for professional applications. KAEC is focused on military and
industrial applications; VMTI is focused on medical applications.
2. KAEC and VMTI intend to cooperate in joint development programs as
appropriate. Such cooperation will be determined by the management of KEO
and VMTI on a project by project basis. Development programs undertaken by
either party will be paid for according to a fee structure mutually agreed
in advance of the program commencing.
3. KAEC will grant VMTI right of first refusal to exclusively license for
medical applications independently developed new technology or devices,
exercisable provided that VMTI contracts with KAEC for a mutually agreed
proportion of the development work and eventual production of the resulting
medical device, according to the terms of a mutually acceptable
Manufacturing Supply Agreement, and provided that KAEC has the right to
sell the resulting product into non-medical markets under a mutually agreed
license agreement.
4. Technology independently developed by VMTI or developed by KAEC under
contract to VMTI (provided that the technology, idea or product
specification was an original contribution of VMTI and not the result of
the exercise of the right of first refusal) remains the exclusive property
of VMTI. KAEC will have reciprocal right of first refusal to apply such
technology in fields other than medicine provided that VMTI has the right
to license such technology and according to the terms of a separately
negotiated License Agreement.
5. KAEC recognizes that VMTI will gradually build an independent technical
capability. Both VMTI and KAEC acknowledge the investment by the other
party in its personnel and agree not to recruit them for a period of six
years or one year after this understanding has been terminated, unless
management of both KAEC and VMTI agree otherwise.
6. KAEC and VMTI acknowledge that this memorandum represents a statement of
intent by both parties and that all resulting cooperation will be managed
on an arms length basis and on terms mutually agreed for each project.
7. This Memorandum of Understanding supersedes the Technology Strategic
Alliance: Memorandum of Understanding dated July 19, 1995 between VMTI and
KEO and shall prevail for a term of five years unless terminated sooner, in
writing, by mutual consents of the parties.
For Vista Medical Technologies: For Kaiser Aerospace & Electronics
/s/ Xxxx Xxxx /s/ X. X. Xxxx
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Xxxx Xxxx, President X. X. Xxxx, President
December 9, 1997 December 9, 1997
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