NOVATION AGREEMENT
This Agreement is entered into between the Regents of the University of
California (the University), in its capacity as operator of the Los Alamos
National Laboratory for the U.S. Department of Energy (DOE); and E .coli
Measurement Systems, Inc., a wholly owned subsidiary of UTEK Corporation of
Plant City, Florida, (Authorized Licensee); and Centrex Inc. of Tulsa, Oklahoma
(Assignee); all hereinafter referred to collectively as the Parties hereto.
--------------------------------------------------------------------------------
Whereas the University and Authorized Licensee have entered into License
Agreement No. 00-00-00000, executed on 13 April 1999, hereinafter referred to as
License Agreement; and
Whereas the Authorized Licensee has been acquired by the Assignee; and
Whereas the University has determined that Assignee meets the requirements
specified by Article 16 (Assignment) of said License Agreement; and
Whereas Assignee is willing to assume all outstanding obligations and
liabilities of Authorized Licensee under the License Agreement in return for
assignment of all of Authorized Licensee's right, title, and interest under said
License Agreement; and
Whereas the University has determined that it is in the best interests of the
University and the DOE to accept the substitution of Assignee as a successor in
interest to Authorized Licensee as the licensee under said License Agreement:
Now therefore the Parties agree as follows:
The effective date of this Agreement shall be 27 April 1999
Assignee agrees to assume all obligations and liabilities of Authorized Licensee
under the terms of the License Agreement and otherwise agrees to be bound by the
terms and conditions of the License Agreement as if Assignee were the original
Authorized Licensee under the License Agreement.
Authorized Licensee hereby assigns all of its right, title, and interest under
the License Agreement to Assignee, and further agrees to cooperate in
transmitting to Assignee any necessary data, reports, or information generated
by Authorized Licensee under the Licensee Agreement, and to perform all other
actions necessary to enable Assignee to assume its responsibilities under this
Agreement.
Authorized Licensee represents that it has fulfilled all reporting obligations,
payment obligations, and other obligations applicable to and binding on
Authorized Licensee through the effective date of this Agreement.
The University recognizes Assignee as Authorized Licensee's successor in
interest to the License Agreement, and agrees that by this Agreement Assignee
shall be entitled to all right, title, and interest of Authorized Licensee as if
Assignee were the original licensee under the License Agreement.
Except as provided in this Agreement, nothing shall be construed as a waiver of
any rights existing in the University or the DOE and arising from the License
Agreement.
The Parties agree that the License Agreement shall remain in effect except to
the extent transferred or modified by this Agreement.
Accepted by the following authorized representatives of the Parties to this
Novation Agreement.
University
----------
By: / s / Xxxxxxx Xxx
Xxxxxxx Xxx, Director,
Industrial Business Development Office
Los Alamos National Laboratory
Date: 9/10/99
Authorized Licensee
-------------------
By:__________________________________
Xxxxxxxx X. Xxxxx, CEO
UTEK Corporation (for E. coli Measurement Systems, Inc.)
Date:
Assignee
--------
By: / s / Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Chief Executive Officer
Centrex, Inc.
Date: 9/16/99
Sequentially numbered page 144
