EXHIBIT 10.3
STI NOVATION AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into to be effective as of
August 30, 1995, by and between BioFactors, Inc., a Delaware Corporation
("BFI"), Xxxxxx-International Associates, Inc. or its assignees ("Xxxxxx") and
Systems Technology, Inc., a California Corporation ("STI").
WHEREAS, BFI holds an exclusive, transferable license of proprietary
computer software and associated protocols and methodology for objectively
testing operator psychomotor skills developed by STI, collectively referred to
as the "Critical Tracking Task" ("CTT") technology" or the STI proprietary
technology; and
WHEREAS, pursuant to its exclusive license, BE has developed hardware,
software and delivery systems to utilize STI's proprietary technology and is
currently marketing (1) a non-invasive fitness-for-work testing service ("FACTOR
1000 Service") and (2) has developed a prototype on-field athletic performance
system based on the FACTOR 1000 Service ("SportsTrac System" or "SportsTrac"),
defining the correlation between hand-eye coordination as measured by FACTOR
1000 and on-the-field athletic performance; and
WHEREAS, Xxxxxx wishes to obtain the exclusive license to market
SportsTrac to sports markets on a world-wide basis and BFI is willing to grant
to Xxxxxx such a license;
NOW, THEREFORE, the parties agree as follows:
1.1 If BFI loses its license with STI or should BFI cease operating as a
business, STI agrees to continue to honor the sublicense of its CTT technology
to Xxxxxx directly, so long as Xxxxxx is not in default under any terms of its
sublicense with BFI.
1.2 In the event that Xxxxxx is required to sublicense directly with STI,
as explained in Section 1.1 herein, Xxxxxx agrees to pay all royalties due
directly to STI. Such royalties shall be in all manners consistent with the
terms of sublicense between BFI and Xxxxxx, as follows:
A royalty equal to eight and one-half percent (8 1/2%) of the cash
receipts from the sale or license by Xxxxxx of products or services
containing the CTT technology, but not including any revenues derived by
Xxxxxx from installation, maintenance, consulting, hardware sales, or any
other cash receipts not directly or indirectly related to the CTT
technology. STI shall have the right to audit Xxxxxx'x records, with
adequate notice, for the purpose of verifying royalty payments.
Said royalty shall be due and payable within thirty (30) days after the
conclusion of each calendar quarter commencing with the quarter ending
December 31, 1995.
1.3 This agreement will remain in force during the life of the sublicense
granted to Xxxxxx by BFI and shall be attached to the Xxxxxx sublicense as
Exhibit B.
1.4 Each person executing this Agreement on behalf of a party hereto
represents and warrants that he is duly and validly authorized to do so on
behalf of such a party, with full right and authority to execute this Agreement
and to bind such party with respect to all of its obligations hereunder.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed by their duly authorized representatives effective as of the date first
set forth above.
BIOFACTORS, INC.
By: /s/
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Its CEO
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Date: August 30, 1995
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XXXXXX INTERNATIONAL ASSOCIATES, INC.
By: /s/
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Its
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Date:
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SYSTEMS TECHNOLOGY, INC.
By: /s/
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Its President
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Date: August 30, 1995
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