SALE OF TECHNOLOGY AGREEMENT
THIS AGREEMENT made as of the 16th day of August, 2002.
BETWEEN:
XXXXXXXX X. XXXXXXXXX, of 0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
COYOTE VENTURES CORP., a Nevada corporation,
having its registered office at 0000 Xxxx Xxxxxx Xxxxxx,
Xxxxx 000 Xxx Xxxxx, XX 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS the Vendor is the beneficial owner of a technology (the "Technology")
for direct viewing of induced tissue fluorescence by a human viewer through an
endoscope as described in the patent, a copy which is attached as Schedule A
hereto (the "Patent");
AND WHEREAS the Purchaser is desirous of purchasing the Technology and all the
rights of the Vendor thereunder.
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. DEFINITIONS
In this Agreement, the following words and phrases shall have the following
meanings:
(A) "Apparatus" means any apparatus for direct viewing of induced tissue
fluorescence by a human viewer through an endoscope described in the
Patent or that incorporates any of the Patent, the Know-how and/or the
Intellectual Property;
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(B) "Patent" means the patent described in Schedule "A" and any
improvements, modifications or variant of the patent described in
Schedule A and any apparatus or invention incorporating, or any
improvement, modification or variant to any Apparatus incorporating
the patent described in Schedule "A", all know how and intellectual
property relating to the Patent described in Schedule "A";
(C) "Improvement" means any modification or variant of the Apparatus and
the Invention, whether patentable or not, which, if manufactured,
used, or sold, would fall within the scope of the Apparatus, the
Invention or at least one claim of the Patent.
(D) "Intellectual Property" means all copyrights, patent rights, trade
secret rights, trade names, trademark rights, process information,
technical information, designs, drawings, inventions and all other
intellectual and industrial property rights of any sort related to or
associated with Invention and the Apparatus;
(E) "Invention" means the invention described in Patent and embodied in
the Apparatus;
(F) "Know-how" means all know-how, knowledge, expertise, inventions, works
of authorship, prototypes, technology, information, know-how,
materials and tools relating thereto or to the design, development,
manufacture, use and commercial application of the Invention and the
Apparatus;
(G) "Technology" means the Patent, the Intellectual Property, the Know How
and the Invention.
2. The Vendor shall sell and the Purchaser shall purchase, for the purchase
price hereinafter mentioned, the Technology and all his rights thereunder
together with the inventions covered by the Patent and all interest of the
Vendor of, in and to the inventions and Patent with all powers and privileges of
any kind or nature.
3. The Vendor represents that he is the beneficial owner of the Technology
including the Patent, and to the best of the Vendor's knowledge, the technology
including the patent is free and clear of any liens, charges or encumbrances,
save and except a royalty of 0.75% in favour of the BC Cancer Foundation, and
has the right to deal with the Technology and the Patent in accordance with this
agreement.
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4. The purchase price shall be the fair market value of the Technology at
the date of this Agreement, the best estimate of which is $20,000 US (the
"Estimated Value").
5. The Vendor and the Purchaser covenant and agree that:
a. the purchase price of the Technology will be the fair market value of
the Technology at the date of this Agreement; and
b. the purchase price as set out in Paragraph 1 is the best estimate of
the fair market value of the Technology presently available.
6. If:
a. the Minister of National Revenue or any other competent authority at
any time questions or proposes to issue or issues any assessment or
assessments that would impose or imposes any liability for tax of any
nature or kind on any of the parties or on any other person on the
basis that the fair market value of the Technology at the date of this
Agreement is greater than the Estimated Value; and
b. the Vendor and the Purchaser agree or a competent tribunal finally
adjudges that the fair market value of the Technology is a greater
amount (the "Adjusted Value") than the Estimated Value;
then
c. the Purchaser will pay to the Vendor the difference between the
Estimated Value and the Adjusted Value.
7. The Vendor shall, upon the request of the Purchaser, execute or cause to
be executed and deliver to the Purchaser assignments of the Patent hereinbefore
mentioned and any other instrument or instruments that may be required for an
effectual transfer of the Patents, inventions, rights and other interests
hereinbefore mentioned to the Purchaser, which assignment and other instruments
shall be prepared by the Purchase at its expense and shall be in such form as
may be required by the Rules of Practice of the United States Patent and
Trademark Office for the full, unqualified and complete assignment and transfer
of all the rights hereinbefore mentioned.
8. In the event that the Vendor shall make any Improvements said
Improvements and any applications and patents therefor shall likewise come under
this Agreement and be subject to all the terms and provisions thereof.
9. Notwithstanding any other provision of this Agreement the Purchaser
acknowledges and understands that the Vendor's principal occupation is as a
researcher with the BC Cancer Research Centre and in collaboration with the
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M.D. Xxxxxxxx Cancer Centre in Houston and the University of Texas at Austin in
a research consortium, and receives funding from United States National
Institutes of Health to conduct research into optical methods of cancer
diagnosis, and that patents, know-how and intellectual property derived from
that research are not part of the Technology described in this agreement, and
that the scope of this agreement is limited to the Technology described in the
Patent and that any new technology, patents or know-how derived in the course of
the Vendor's principal occupation, must be the subject of separate agreements
with the Technology Transfer Offices of the said research consortium.
10. The Purchaser acknowledges that the Vendor is entering into this
Agreement based on a representation of the Purchaser that the Purchaser shall
complete debt or equity financing to raise net proceeds to the Purchaser of not
less than $200,000 US within 90 days of the date of this Agreement and a further
$800,000 US within 180 days of the date of this Agreement, all such net proceeds
shall be immediately available to the purchaser for its corporate purposes. In
the event the Purchaser shall fail to raise such funds within the time required,
the Vendor may at his option, re-acquire the Technology and the Purchaser shall
re-convey the Technology to the Vendor at and for a consideration equal to the
purchase price paid by the Purchaser.
11. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors, assigns and personal
representatives.
12. This Agreement shall be governed by the laws of the Province of British
Columbia, Canada.
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13. This Agreement has been prepared by X'Xxxxx & Company acting on
behalf of the Purchaser only and the Vendor acknowledges that he has been
advised to obtain independent legal advice.
14. Clauses 2 and 9 of this agreement have been modified by the Vendor on
the advice of his legal advisor and clause 9 has been further modified at the
request of the Purchaser and the purchaser acknowledges that he has been advised
to obtain independent legal advice regarding these changes.
15. This Agreement may be executed in counterparts, which together shall
form one and the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED )
BY Xxxxxxxx X. XxxXxxxxx in the )
presence of: )
)
/s/ Xxxxxxx Xxxx-Xxxxx, M.B.A. ) /s/ Xxxxxxxx X. XxxXxxxxx
_____________________________ ) _________________________
Signature ) Xxxxxxxx X. XxxXxxxxx
Xxxxxxx Xxxx-Xxxxx )
_____________________________ )
Name )
000 X. Xxxxxxxx ) NO ADVISE REQUESTED
_____________________________ ) NOR GIVEN.
Address ) ATTESTED TO
Vancouver, B.C. Xxxxxxxxx, ) XXXX XXX
Xxxxxx X0X 0X0 ) NOT DRAWN
(000) 000-0000 ) BY XXXXXXX
_____________________________ ) XXXX-XXXXX
NOTARY PUBLIC
WITNESSED AS TO EXECUTION ONLY
ADVISE BOUGHT OR GIVEN
COYOTE VENTURES CORP.
By: /s/ Xxxxx Xxxxxxxx
_______________________
Its duly authorized signatory
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