EXHIBIT 10.7
LICENSE AGREEMENT
BETWEEN THE COMPANY AND XXX XXXXX
DATED JULY 1, 1996
PARTICULAR DOCUMENT OF PROMISE OF SURRENDER
OF RIGTHS ON BRANDS
By this present particular document, on one side, XXX XXXXX COMERCIO,
REPRESENTACAO, IMPORTACAO, EXPORTACAO LTDA, brazilian businesswoman, registered
in CGC/MF under no. 00.000.000./0000-00, in the city of Embu a state in Sao
Paulo, in Xxx Xxxxxxxx, xx.000, suite 05, Centro, this act represented in
agreement to this social contract by Mr. XXXXXXX XXXXX SAINT LAURENT, that also
signs as Xxxxxxx St. Laurent, north-american, married, businessman, bearer of
Carteira de Identidade para Estrangeiro no. 046.533.3, registered under REGISTRO
NACIONAL DE ESTRANGEIRO - RNE no. V 148.583 -1 SPMAE/SR/ES and written in CPF
under no. 000.000.000-00, dwelled in the Capital State of Sao Paulo, Rua Xxxxxxx
xxx Chagas no. 1612- Chacara Xxxxx Xxxxxxx, in the quality to give up from now
on appointed XXX XXXXX, and in the other side, VITECH AMERICA, INC., this
company properly constituted in the State of Florida, in the United States of
America under no. P93000045800, with the headquarters at 0000 XX 00xx Xx.,
Xxxxx, Xxxxxxx, EUA, in this act represented in the terms of the attached proxy,
by Xxxxxx St. Laurent III, north-american, single, administrator of the
business, carrier of passport no. 044.215.108-USA, carrier of Registro de
Permanencia Definitiva para Estrangeiro, granted in 04.12.9, a confirmed copy of
DOU proxy and written in CPF under no. 051.541.49-26, residence in the Capital
State of Sao Paulo, in Rua Xxxxxxx xxx Chagas no. 1612, Chacara Xxxxx Xxxxxxx,
in the quality to be optional, from now on appointed VITECH AMERICA, has amongst
themselves, a fair contract that follows:
Clause #1 - XXX XXXXX grants VITECH AMERICA the right to obtain the rights
relative to the request to register the following brands:
a) VITECH VISION, category 09`.40/55, process no. 819.100.456
b) MULITSHOW PRO CD16, category 09:35; 45;55, process no. 817.858.059
c) MULITSHOW, category 40:34 & 37:44, process nos. 818.357.762 & 818.357.754;
d) VITECH EASY NET, category 37:44; 40.15/34 & 09.40/ 55/80, process nos.
818235195, 818235209 &818235187.
Clause #2 - VITECH AMERICA can exercise and grant the right in the first clause
through written correspondence to XXX XXXXX, starting on 02/01/97 until
01/01/2007, in which to determine the condition and to ask for the action
necessary by XXX XXXXX so that the surrender can come true.
Clause #3 - VITECH AMERICA can exercise the rights and grants of this contract,
by payment to XXX XXXXX of the value of US $1.00 (1 dollar in American money),
or by it's equivalent in current national currency.
Clause #4 - XXX XXXXX is obliged to carry out all of the acts necessary to
transfer all of the requests of the registered brands listed above to VITECH
AMERICA, among, but not limited to:
(a) to sign the request and to address it to the Instituto Nacional de
Propriedade Industrial, requesting the transfer of the holder of the
registered brands above, in it's various classes to VITECH AMERICA,
gathering its social documents and respective change and card of CGC;
(b) give all of the many documents demanded by Instituto Nacional de
propriedade industrial for the effective transfer of the holder of the
registered brands.
Clause #5 - It stays to agree that the legal transaction realized in the middle
of this document doesn't imply a transfer of liabilities or any obligation of
XXX XXXXX to VITECH AMERICA, continuing that the only responsibility here is
that of social business.
Clause #6 - The party that is in default of the terms and conditions stipulated
in this contract will be obligated to pay the other a fine in the value of R$
1,000.00 (one thousand xxxx), or the equivalent thereof corrected for any
changes in the currency valuation.
Unique Paragraph: The payment of the fine does not exempt the party in the case
of breach of contract and the obligation to restore the loss eventually suffered
by the other party or by a third.
Clause #7 - This particular document in character is established and
unchangeable, obligating the parties, their heiress and successors.
Clause #8 - In the case of dispute the Court of Justice of Comarca da capital do
Estado de Sao Paulo, exclusive of any other, will settle whatever doubt or
dispute arising from this contract.
For being fair and contracted, fixed at present in 04 (four) copies of the same
text and for a single effect, before the undersigned witnesses.
Sao Paulo , July 1st 1996
/S/ Xxxxxxx St. Laurent
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XXX XXXXX COMERCO , REPRESENTACAO,
IMPORTACAO E EXPORTACAO LTDA
/S/ Xxxxxxx X. St. Laurent III
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VITECH AMERICA, INC.
Witnesses :
/S/ Xxxxxxx Xxxxx Costa
----------------------------
Name: Xxxxxxx Xxxxx Xxxxx
XX: 23271246-3
/S/ Fabiana Xxxxxx Xxxxxxx
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Name: Fabiana Xxxxxx Xxxxxxx
RG: 18881261-1
