Exhibit (10)(18)
JOINT MARKETING AGREEMENT
AGREEMENT dated as of April 9, 1997 by and between E-BEAM Services, Inc.,
a New Jersey corporation ("EBS"), having its offices at 000 XxXxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000, and Medical Sterilization Inc., a New York
corporation ("MSI"), having its offices at 000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxx
Xxxx 00000.
WITNESSETH
WHEREAS, MSI is engaged in the business of conducting contract electron
beam processing ("Contract Processing"), utilizing a 4.5 MeV accelerator
("Accelerator") for such purposes;
WHEREAS, MSI and Shamrock Technologies, Inc., a New York corporation
("Shamrock") are parties to a Toll Processing Agreement (the "TPA") and an
agreement for the sale of the Accelerator to Shamrock (the "Sale Agreement").
WHEREAS, MSI desires to arrange for the orderly transition to EBS of MSI's
Contract Processing services for all of its Contract Processing customers except
Shamrock (the "CP Customers"), as listed on Schedule A attached hereto, upon
expiration of the TPA, and EBS desires to assist MSI in such transition and to
provide Contract Processing services for the CP Customers from and after
expiration of the TPA; and
WHEREAS, MSI and EBS desire to institute certain procedures in order to
facilitate the orderly transfer of the CP Customers to EBS;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, EBS and MSI hereby agree as follows:
1. Responsibilities of MSI Prior to the Transfer of CP Customers to EBS.
MSI shall continue its current Contract Processing activities and
responsibilities toward CP Customers, including, but not limited to, operations,
quality control and maintenance in a manner consistent with its past practices,
at its sole cost and expense and for its own account, for the period (the
"Transition Period") commencing upon the execution of this Agreement (the
"Closing Date") and terminating, in the case of each CP Customer, upon the
successful transfer of such CP Customer to EBS (the "Transfer Date"). On the
Closing Date MSI shall provide EBS with a list of all CP Customers, attached as
Schedule A hereto, setting forth the name, address, contact persons, product
description, historical volumes and pricing on a monthly basis during the 39
months ended March 31, 1997 for each CP Customer, and a list of the names,
addresses and contact persons of all CP Customer prospects, attached as Schedule
B hereto. From time to time during the Transition Period as reasonably requested
by EBS, MSI shall also: (i) make available to EBS the services of Xxxx Xxxxxxx
and Xxxxx Motorella and such other MSI personnel as MSI and EBS shall agree upon
for purposes of familiarizing EBS with MSI's marketing, sales and account
management procedures for current and prospective CP Customers; (ii) introduce
EBS sales representatives to CP Customers; (iii) provide information on CP
Customers' companies, products, sales histories and key employees to EBS; and
(iv) provide EBS with copies of dose maps and processing procedures, including
detailed explanations of such maps and procedures. During the Transition Period
MSI shall also (a) provide EBS' representatives with suitable office facilities
and telephone (with voicemail) reasonably satisfactory to them at the MSI
facility in Syosset, New York (the "Syosset Facility"); (b) assist EBS in
setting up a site on the World Wide Web and an electronic mail address for EBS;
(c) provide EBS with ready access to Device Master
-2-
Records and processing agreements; (d) jointly develop with EBS forward plans
for effective transfer of its Contract Processing operations to EBS; and (e)
take all other actions necessary to provide an effective transition of CP
Customers to EBS.
2. Responsibilities of EBS During the Transition Period. During the
Transition Period EBS shall be responsible for marketing, sales and account
management for current and prospective CP Customers.
3. Commissions Payable to MSI. (a) EBS shall pay to MSI commissions (the
"Commissions") equal to the lesser of (i) $350,000 or (ii) (except as otherwise
provided in subparagraphs (b) and (c) below) 15% of EBS's revenues from routine
Contract Processing for transferred CP Customers on EBS's 4.5 MeV accelerator
(the "Processing Revenues") during the period from the Transfer Date to December
31, 2000 (the "Payment Period"). The Commissions shall be paid as follows: (i)
upon the execution of this Agreement, EBS shall make an advance payment to MSI
of $150,000 (the "Advance Payment"); (ii) the first $300,000 in Commissions
shall be paid 50% to MSI and 50% to EBS (to cover the Advance Payment); and
(iii) the remaining $50,000 of Commissions shall be paid to MSI. All Commissions
payable to MSI will be paid ten (10) business days after the end of the calendar
month in which EBS invoices a CP Customer for Contract Processing services
performed for it by EBS.
(b) Notwithstanding anything contained in subparagraph 3(a) above,
no Commission shall be earned by MSI or paid by EBS during the Payment Period in
respect of Processing Revenues received by EBS during the Payment Period from
any CP Customer from which EBS received Processing Revenues in 1996 in an amount
greater than the Processing Revenues received in 1996 by MSI from such CP
Customer for the Contract Processing of the
-3-
same group of customer products. If however, MSI's Processing Revenues in 1996
from such CP Customer for such products were between 51% and 90% of the total
Processing Revenues received in 1996 by both MSI and EBS from such CP Customer
for such products, then EBS shall pay MSI a Commission in respect of Processing
Revenues during the Payment Period from such CP Customer at the rate of 50% of
the Commission otherwise payable and if MSI's Processing Revenues in 1996 from
such CP Customer for such products were more than 90% of the total Processing
Revenues received in 1996 by both MSI and EBS from such CP Customer for such
products, then EBS shall pay MSI a Commission in respect of Processing Revenues
during the Payment Period from such CP Customer at the full rate.
(c) Notwithstanding the provisions of subparagraphs 3(a) and (b)
above, Commissions shall be payable at the rate of 7 1/2% of MSI's Processing
Revenues during the Payment Period from Xxxxx Corporation and at the rate of 10%
of MSI's Processing Revenues during the Payment Period from Vivus Corporation.
4. Fees Payable to EBS. During the period commencing upon the Closing Date
and terminating upon the expiration of the TPA, MSI shall pay to EBS a fee of
10% of MSI's revenues from Contract Processing services in excess of $50,000 per
calendar month or pro rata for a period of less than a calendar month (excluding
any Contract Processing revenues invoiced by MSI to Shamrock), payable ten (10)
business days after the end of the calendar month in which MSI invoices such
Contract Processing services.
5. Toll Processing Agreement. (a) MSI shall net extend the TPA beyond its
expiration date. For the purposes of this Agreement, the expiration date of the
TPA will be either (i) September 30, 1997, (ii) October 31, 1997, (iii) November
30, 1997 or (iv) December 31,
-4-
1997, such date to be chosen by Shamrock by giving ninety (90) days prior
written notice thereof to MSI. Upon receipt of any such notice from Shamrock,
MSI shall immediately notify EBS of Shamrock's choice of expiration date and
finish EBS with a copy of such notice. MSI shall enter into no agreements, reach
no understandings and make no commitments of any kind, direct or indirect, for
electron beam processing beyond the expiration date of the TPA to any individual
or entity (a "Person") without the prior written consent of EBS.
(b) MSI hereby agrees to provide EBS up to 24 beam hours per month
of electron beam processing time for non-PTFE processing while the TPA is still
in effect; provided, however, that for the three-month period prior to the
expiration of the TPA, MSI agrees to provide EBS up to 48 beam hours per month
of electron beam processing time for non-PTFE processing and during such period
EBS agrees to buy a minimum of 24 such beam hours. The price to EBS shall be
$450 per beam hour used.
6. Transition Processing Phase. (a) Commencing on the day following the
expiration of the TPA and ending on the last day of the third calendar month
thereafter (the "Transition Processing Phase"), MSI shall use beam time at its
Syosset Facility exclusively for Contract Processing for CP Customers awaiting
transition to EBS or for Contract Processing of EBS's own customers, at EBS's
sole discretion. EBS shall xxxx and collect the actual revenues from all such
customers, and EBS will pay MSI on the tenth business day of each month an
amount equal to the product of $450 times the number of beam hours used during
the prior month for Contract Processing by such customers. MSI will be paid by
EBS for such Contract Processing services, regardless of whether or not EBS has
actually collected such revenues from customers. The Transition Processing Phase
may be extended by up to four additional months, month-by-month,
-5-
on thirty (30) days prior written notice from EBS to MSI, provided that the
Transition Processing Phase will not extend beyond April 30, 1998 (the "Final
Transfer Date"). During each of the first two months of the Transition
Processing Phase, MSI shall make available to EBS up to 400 beam hours per month
and EBS shall be required to buy a minimum of 250 beam hours per month, during
the third month (and any additional months) of the Transition Processing Phase,
MSI shall make available to EBS 200 beam hours per month and EBS shall be
required to buy a minimum of 100 beam hours per month. EBS will use its best
efforts to provide MSI with forecasts and advance notification of its
anticipated usage in order to assist MSI in planning personnel scheduling.
(b) Simultaneously herewith, MSI will enter into the confidentiality
agreement attached hereto as Schedule C with regard to all Contract Processing
performed at the Syosset Facility for or at the request of EBS or any CP
Customer.
(c) The parties acknowledge that the Transition Processing Phase may
be limited in 1998 by Nassau County air emissions permit considerations. MSI
shall use its best efforts to overcome, or minimize any such limitations to the
extent economically reasonable, and EBS will pay 50% of the reasonable
out-of-pocket expenses incurred by MSI and approved before their expenditure by
EBS, to overcome or minimize such limitations.
7. Payment for Unused Beam Time. If EBS does not buy the
minimum beam hours specified in paragraphs 5 and 6 above, EBS shall pay MSI $250
for each such unused beam hour.
8. Services Included with Beam Time. MSI shall supply
EBS with all services customarily supplied with the purchase of beam hours
including but not limited to operations, manpower and supervision, quality
control and quality assurance services, product handling and
-6-
logistics including unloading, receiving, warehousing, handling, preparation for
shipment and loading onto trucks for shipment.
9. Sale of Accelerator. MSI shall not consummate the sale of the
Accelerator to Shamrock or any other Person before the completion of the
Transition Processing Phase. In the event that Shamrock does not consummate the
purchase of the Accelerator on or before the Final Transfer Date, or if, on or
before the Final Transfer Date, Shamrock advises MSI that it is unwilling or
unable to consummate the purchase of the Accelerator, or if Shamrock and MSI
agree to terminate the Sale Agreement, then MSI shall give EBS prompt notice
thereof and an irrevocable option for thirty (30) days from the date of receipt
by EBS of such notice to enter into a binding agreement to buy the Accelerator
in accordance with the terms contained in the Letter of Intent between MSI and
EBS dated January 20, 1997, a copy of which is attached hereto as Schedule D.
10. Services of Xxxx Xxxxxxx. MSI shall cause and allow Xxxx Xxxxxxx to
commit up to 40% of his normal working hours to EBS during the three (3) months
following the Closing Date (including making at least three (3) day-long trips
per month at EBS's discretion), primarily for purposes of meeting CP Customers.
MSI shall also cause and allow Xxxx Xxxxxxx to commit up to 30% of his normal
working hours to EBS during the remaining term of the TPA and during the
Transition Processing Phase. In addition, EBS shall have the option to utilizing
up to 40% of Xxxx Xxxxxxx'x normal working hours following the Final Transfer
Date for a $600 per-diem reimbursement which EBS shall pay to MSI. MSI shall
cooperate with EBS' reasonable requests in determining the allocation of Xxxx
Xxxxxxx'x time to satisfy the provisions of this paragraph 10.
-7-
11. Software. MSI shall provide its contract processing operations
software (the "Software") to EBS without charge on an exclusive basis. In the
event that EBS determines to utilize any or all of the Software for its ongoing
operations, it shall notify MSI thereof no later than November 30, 1997,
whereupon MSI shall as promptly as practicable thereafter facilitate the
installation of the Software at the EBS facility in Cranbury, New Jersey and
shall provide without charge to EBS such training and documentation as EBS may
request in order to enable EBS to effectively utilize the Software. At the
request from time to time of EBS, MSI shall promptly maintain the Software after
its installation and/or customize the Software. MSI shall provide such
maintenance or customization through Xxxxx Xxxxx or such other qualified person
as may be acceptable to EBS, and EBS shall pay $90 per hour for such services.
Such services will be provided at, or by telephone from, the Syosset Facility
unless other arrangements are necessary or mutually agreed upon.
12. Non-Competition. For a period of five (5) years following the first
day of the Transition Processing Phase, MSI will not offer Contract Processing
services nor allow any Person to utilize the Accelerator while it is situated at
the Syosset Facility, except as otherwise provided in paragraph 6.
13. Joint Press Release. MSI and EBS shall issue a joint press release
within fourteen (14) days after the execution of this Agreement. The contents of
the press release shall be mutually agreed upon by MSI and EBS.
14. Representation and Warranties of MSI. MSI represents and warrants to
EBS as follows:
-8-
(a) Organization. MSI is a corporation duly organized, validly
existing and in good standing under the laws of New York. MSI has all requisite
corporate power and authority to conduct its Contract Processing operations as
they are now being conducted.
(b) Authorization; Validity of Agreement. MSI has the requisite
corporate power and authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. The execution, delivery and
performance by MSI of this Agreement and its consummation of the transactions
contemplated hereby have been duly and validly authorized by the Board of
Directors of MSI, and no other corporate proceedings on the part of MSI are
necessary to authorize the execution, delivery and performance of this Agreement
by MSI and its consummation of the transactions contemplated hereby. This
Agreement has been duly executed, authorized and delivered by MSI and, assuming
due authorization, execution and delivery of this Agreement by EBS, is a valid
and binding obligation of MSI, enforceable against MSI in accordance with its
terms, except as such enforceability may be subject to or limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally.
(c) No Violations; Consents and Approvals.
(i) The execution, delivery and performance of this Agreement
by MSI does not, and the consummation by MSI of the transactions contemplated
hereby will not, (x) violate any provision of the certificate of incorporation
or By-laws of MSI, (y) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
guarantee, other evidence of
-9-
indebtedness, license, lease, option, contract, undertaking, understanding,
covenant, agreement, including but not limited to the TPA and the Sale
Agreement, or other instrument or document (collectively, a "Contract") to which
MSI is a party or by which any of its properties or assets may be bound or
otherwise subject or (z) violate any order, writ, judgment, injunction, decree,
law, statute, rule or regulation applicable to MSI or any of its properties or
assets.
(ii) No filing or registration with, notification to, or
authorization, consent or approval of, any foreign, provincial, United States
federal, state, county, municipal or other local jurisdiction, political entity,
body, organization, subdivision or branch, legislative or executive agency or
department or other regulatory service, authority or agency (a "Governmental
Entity") or any other Person is required in connection with the execution,
delivery and performance of this Agreement by MSI or the consummation by MSI of
the transactions contemplated hereby.
(d) Litigation; Compliance with Law; Licenses and Permits.
(i) There is no action, suit or proceeding pending or, to the
best knowledge of MSI, any investigation pending or any action, suit or
proceeding threatened, which in any way involves or affects the ability of MSI
to consummate the transactions contemplated by this Agreement.
(ii) Except as otherwise indicated in subparagraph 6(c) above,
MSI has every license, permit, certification, qualification or franchise issued
by any Governmental Entity (each, a "License") and every approval,
authorization, waiver, variance, exemption, consent or ratification by or on
behalf of any Person that is not a party to this Agreement (each, a "Permit")
required for it to conduct its Contract Processing business as presently
conducted. All such
-10-
Licenses and Permits are in full force and effect and MSI has not received
notice of any pending cancellation or suspension of any thereof nor, to the best
knowledge of MSI, is any cancellation or suspension thereof threatened. The
applicability and validity of each such License or Permit will not be adversely
affected by the consummation of the transactions contemplated by this Agreement.
(e) Material Contracts.
(i) Schedule E attached hereto sets forth a true, complete and
correct list of every Contract to which MSI and a CP Customer are parties or
which affect any CP Customer or the ability of MSI to perform any of its
obligations hereunder (collectively, the "Material Contracts"). MSI has
heretofore provided true, complete and correct copies of all Material Contracts
to EBS.
(ii) Except as set forth in Schedule E, (i) there is not, and
to the best knowledge of MSI there has not been, claimed or alleged by any
Person with respect to any Material Contract, any existing default, or event
that with notice or lapse of time or both would constitute a default or event of
default, on the part of MSI or, to the best knowledge of MSI, on the part of any
other party thereto and (ii) no consent, approval, authorization or waiver from,
or notice to, any Governmental Entity or other Person is required in order to
maintain in full force and effect any of the Material Contracts, other than such
consents, approvals, authorizations and waivers that have been obtained and are
unconditional and in full force and effect and such notices that have been duly
given. Copies of all such consents, approvals, authorizations, waivers and
notices have been delivered to EBS.
-11-
(f) No Brokers. MSI has not employed any broker or finder or
incurred any liability for any brokerage or investment banking fees,
commissions, finders' fees or other similar fees in connection with the
transactions contemplated by this Agreement.
(g) CP Customers. There has not been any adverse change in the
business relationship of MSI with any CP Customer, and MSI is not aware of any
threatened loss of business from any CP Customer, except for payment disputes
from time to time, including recently, with Hermitage Hospital Supply, Inc.
(h) No Misstatements or Omissions. No representation or warranty by
MSI contained in this Agreement and no statement contained in any certificate,
list, Schedule or other instrument specified or referred to in this Agreement,
whether heretofore furnished to EBS or hereafter furnished to EBS pursuant to
this Agreement, contains or will contain any untrue statement of a material fact
or omits or will omit any material fact necessary to make the statements
contained therein, in light of the circumstances under which it was made, not
misleading.
15. Representations and Warranties of EBS. EBS represents and warrants to
MSI as follows:
(a) Organization. EBS is a corporation duly organized, validly
existing and in good standing under the laws of New Jersey. EBS is duly
qualified to do business as a foreign corporation in New York.
(b) Authorization Validity of Agreement. EBS has the requisite
corporate power and authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. The execution, delivery and
performance by EBS of this Agreement and its
-12-
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of EBS, and no other corporate proceedings
on the part of EBS are necessary to authorize the execution, delivery and
performance of this Agreement by EBS and its consummation of the transactions
contemplated hereby. This Agreement has been duly executed, authorized and
delivered by EBS and, assuming due authorization, execution and delivery of this
Agreement by MSI, is a valid and binding obligation of EBS, enforceable against
EBS in accordance with its terms, except as such enforceability may be subject
to or limited by applicable bankruptcy, insolvency, reorganization, or other
similar laws affecting the enforcement of creditors' rights generally.
(c) No Violations; Consents and Approvals.
(i) The execution, delivery and performance of this Agreement
by EBS does not, and the consummation by EBS of the transactions contemplated
hereby will not, (x) violate any provision of the certificate of incorporation
or By-laws of EBS, (y) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration) under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture,
guarantee, other evidence of indebtedness, license, lease, option, contract,
undertaking, understanding, covenant, agreement or other instrument or document
to which EBS is a party or by which any of its properties or assets may be bound
or otherwise subject or (z) violate any order, writ, judgment, injunction,
decree, law, statute, rule or regulation applicable to EBS or any of its
properties or assets.
-13-
(ii) No filing or registration with, notification to, or
authorization, consent or approval of, any Governmental Entity or any other
Person is required in connection with the execution, delivery and performance of
this Agreement by EBS or the consummation by EBS of the transactions
contemplated hereby.
(d) Litigation. There is no action, suit or proceeding pending or,
to the best knowledge of EBS, any investigation pending or any action, suit or
proceeding threatened, which in any way involves or affects the ability of EBS
to consummate the transactions contemplated by this Agreement.
(e) No Brokers. EBS has not employed any broker or finder or
incurred any liability for any brokerage or investment banking fees,
commissions, finders' fees or other similar fees in connection with the
transactions contemplated by this Agreement.
16. Covenants.
(a) Conduct of the Business by MSI. During the period from the
Closing Date to the Final Transfer Date, unless EBS shall otherwise agree in
writing, MSI shall conduct its Contract Processing business in the ordinary
course, consistent with past practice, and in such a manner that would not
result in a breach of this Agreement or any of its representations or covenants
contained herein.
(b) Access to Information. Between the Closing Date and the Final
Transfer Date, MSI shall (x) provide to EBS and its representatives access to
all offices and other facilities of MSI, and to all books and records of MSI,
(y) permit EBS and its representatives to make such inspections and to make
copies of such books and records as it may reasonably require and (z) cause its
officers to furnish EBS with such financial and operating data and other
information as
-14-
EBS may from time to time reasonably request; provided, however, that such
access shall be limited to the Contract Processing operations and the CP
Customers.
(c) Consents. MSI shall use its best efforts, in as timely a manner
as is reasonably practicable, to make all filings with, and to obtain all
Licenses and Permits from, all Governmental Entities and other Persons necessary
or required to be obtained in order to consummate the transactions contemplated
by this Agreement (collectively, the "Consents"). MSI shall provide EBS with
copies of (i) all filings made with any Governmental Entity or other Person and
any other information supplied to any of them in connection with this Agreement
and the transactions contemplated hereby and (ii) all Consents.
(d) Best Efforts. Subject to the terms and conditions herein
provided, each of the parties hereto shall use its reasonable best efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
17. Termination. Notwithstanding anything herein to the contrary, this
Agreement may be terminated at any time prior to the Final Transfer Date by
mutual written consent of EBS and MSI.
18. Miscellaneous.
(a) Fees and Expenses. Except as otherwise contemplated by, or
expressly provided for in, this Agreement, all costs and expenses incurred in
connection with this Agreement and the consummation of the transactions
contemplated hereby shall be paid by the party incurring such expenses.
-15-
(b) Amendments. This Agreement can be amended, supplemented or
modified and any provision hereof may be waived, only by a written instrument
making specific reference to this Agreement signed by the party against whom the
same is sought to be enforced.
(c) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five (5)
business days after the day when mailed in the United States by certified or
registered mail, postage prepaid, addressed at the following addresses (or at
such other address for a party as shall be specified by like notice):
if to MSI, to: 000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: D. Xxxxxxx Xxxxxxx
with a copy to: Xxxxxx Xxxxx, Esq.
Xxxxxxx, Xxxxx & Xxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
if to EBS, to: 000 XxXxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxxxx
with a copy to: Xxxxxxx X. Xxxx, Esq.
Xxxxxx Xxxxxx Flattau & Klimpl, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
-16-
19. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
21. Entire Agreement. This Agreement (together with the Schedules hereto)
and the agreements and documents delivered pursuant to this Agreement,
constitute the entire agreement of the parties with respect to the subject
matter hereof, and collectively supercede all other prior or contemporaneous
negotiations, commitments, agreements and understandings (whether written or
oral), between the parties with respect to the subject matter hereof.
22. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
23. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by either of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
party.
-17-
24. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of New York applicable to agreements made
and to be performed entirely in that state.
E-BEAM SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
MEDICAL STERILIZATION, INC.
By: /s/ D. Xxxxxxx Xxxxxxx
----------------------------
Name: D. Xxxxxxx Xxxxxxx
Title: President
-18-
