EXHIBIT 10.3
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AGREEMENT
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BETWEEN
LUMITECH S.A. having its head office at Cardinal Mermillod 36, 1227 Carouge (the
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"Company"), represented by its President Mister Xxxxxxx Xxxxxxx, having an
authority to sign and deliver this Agreement on behalf of the Company.
And
LUMINESCENT EUROPE TECHNOLOGIES B.V. having its head office at De Spaarpot 5
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5667 KV Geldrop, The Netherlands ("Lumi Europe") represented for the purpose of
this Agreement by Holding Xxxxxxx, b.v., represented itself by Xxxx Xxxxxxx in
his capacity as director of said Holding Xxxxxxx, b.v.
INTRODUCTION
Reference is made to the following facts:
- The Company is the holder of all rights of property and other rights and
interests in and to certain technology and related processes with respect
to which certain patents have been issued or patent applications are
pending in Switzerland, France, the United States and other countries (the
"Licensed Technology"), which Licensed Technology is used or useful in the
production of products incorporating and featuring luminescent materials
and effects;
- On Jun 30, 1997, in consideration of a payment by Lumi Europe to the
Company of US $100,000, the Company granted Lumi Europe a license, with the
right to sublicense, in and to the Licensed Technology (the "Lumi Europe
License"), the terms of which contemplated the commercial exploitation of
the Licensed Technology by Lumi Europe, on an exclusive basis in a
territory comprised of the European nations (the "Territory");
- Subsequent to the grant of the Europe Lumi License, Europe Lumi paid and
incurred significant expenses in connection with its efforts to identify
and develop products and processes incorporating or based upon the Licensed
Technology for sale and/or licensing to third parties within the Territory;
Lumi Europe has determined that a continuing effort to sell and license
products and processes incorporating or based upon the Licensed Technology
is not consistent with its business strategy and purpose; and the Company
has determined that the development and sale or licensing of products and
processes incorporating or based upon the Licensed Technology will be a
central part of its core business on a going forward basis.
Subject to and upon the terms and conditions set forth in this Agreement,
the parties hereto have agreed to rescind and terminate the Europe Lumi
License, and Europe Lumi will surrender the Company all of its rights as a
licensee of the Licensed Technology.
ARTICLE 1
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Lumi Europe hereby agrees (a) that the Lumi Europe License hereby is terminated,
and Lumi Europe shall not have, from and after the date of this Agreement, any
right to use or exploit the Licensed Technology any where in the world,
including any right to manufacture, market
or sell any products based upon or incorporating any of the Licensed Technology,
(b) that promptly following the execution and delivery of this Agreement Lumi
Europe shall cause its name to be changed by filing appropriate amendments to
its charter in the jurisdiction of its organization, so that the Lumi Europe
corporate name shall not include the term "Luminescent" or any similar or
derivative term. Lumi Europe hereby conveys and transfers to the Company any
developments or enhancements to the Licensed Technology and any related goodwill
it has developed or owns as of the date of this Agreement.
ARTICLE 2
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In consideration of Lumi Europe's agreements and undertakings set forth herein,
the Company hereby agrees to pay Lumi Europe an aggregate amount equal to US
$170,000, representing (a) the repayment of Lumi Europe's original US $100,000
payment for the Europe Lumi License to the Licensed Technology, plus (b) the
reimbursement of approximately US $70,000 in expenses paid or incurred by Lumi
Europe during the term of the Europe Lumi License for the development of
products, processes and markets for the Licensed Technology. Said US $ 170'000
will be paid from time to time as and when the Company has sufficient working
capital to make payments on account of such obligation, but in any event said
amount shall be paid on or before March 31,2004.
ARTICLE 3
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Each of the parties to this agreement hereby waives and agrees not to assert any
claim against the other based upon or arising out of the Europe Lumi License or
the relationship of the parties hereto; provided, however, that Lumi Europe
reserves the right to pursue collection of the amounts which the Company is
obliged to pay pursuant to the provisions of Article 2 of this Agreement.
ARTICLE 4
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For a period of ten years following the execution and delivery of this Agreement
(or such shorter period as any court or tribunal of competent jurisdiction
hereafter determines to be reasonable), neither Lumi Europe nor its officers and
directors shall engage, directly or indirectly anywhere in the world, as
stockholders or other equity holders, partners, co-
venturers, managers, employees, consultants or otherwise, in any business or
activity that uses or otherwise employs luminescent or similar technologies.
In case of violation by Lumi Europe of the provisions set forth in this Article,
as the same may be proved by the Company in a court or tribunal of competent
jurisdiction, Lumi Europe shall pay the Company, in addition to monetary damages
found by such court or tribunal, the costs and expenses paid or incurred by the
Company in the pursuit of its claims against Lumi Europe.
ARTICLE 5
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The Swiss right is applicable to the present agreement.
ARTICLE 6
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In case of dispute, only the courts of the canton of Geneva, Switzerland are
competent, an appeal to the Federal Court being however reserved.
LUMITECH S.A. LUMINESCENCE TECHNOLOGY EUROPE B.V.
Xx. Xxxxxxx XXXXXXX, President Mr. Xxxx XXXXXXX, Director
March 31, 1999 March 31, 1999
