10
doc6.txt
Exhibit 10.1
LICENSE AGREEMENT
This License Agreement, dated as of the 27th day of December, 2002,
is entered into by and between CEO of Penn Biotech Inc.
(Hereinafter referred to as "Executor") and the president of
Korea Research Institute of Bioscience and Biotechnology
(hereinafter referred to as "Researcher").
WHEREAS, the Executor wishes to license the "Know-How with
regard to the Mass Production of Artificial Seed Potatoes
(hereinafter referred to as the "Technology") developed by
researcher.
Article 1 (The Definition of Technology) The Technology
mentioned in this Agreement shall mean "Know-How with regard to the
Mass Production of Artificial Seed Potatoes," including the Patent in
subparagraph 2).
The Patent in this Agreement shall mean "Mass Production of
Artificial Seed Potatoes." (Application number: 1989-003009,
registered number: 51832 (Korea))
Article 2 (Execution Right)
Researcher and Executor agree that, subject to the provisions of the
Agreement, Researcher hereby grants the Executor an exclusive
Execution Right with regard to the Technology (including patent
rights when patents with regard to this Technology are granted).
Execution Right in subparagraph 1) shall mean the right to produce
and sell the products by using the Technology. Executor shall not
offer or transfer the Execution Right to a third party without
prior written consent of Researcher. Researcher shall assume that
Executor surrenders Execution Right for those areas that Executor did
not apply the Technology to.
Article 3 (Territory)
Territory covered in this Agreement includes Korea, China, and
Canada. In case that the Executor intends to execute the Technology
in other than territory set forth herein, Executor shall enter
into a separate agreement with Researcher through negotiation.
Article 4 (Term)
1) (Term of the Agreement) This Agreement shall become effective
upon signing and shall continue in full force and effect until the
expiry date of patents and shall thereafter be extended, provided
that a notice of intention to extend is given in writing by one
party to the other.
2) (Commencement of Production) Executor shall commence the
production by using the Technology within one year from the date
of this agreement. Executor shall inform in writing Researcher of
the commenced date of production. However, the commencement date
of production may be postponed with prior written consent of
Researcher.
Article 5 (Fees)
Executor shall pay the following amount as a license fee to
Researcher. Even in case of partial surrender of the Execution Right
as set forth in subsection 4 of Article 2, this article shall continue
to have its effectiveness.
1) (Prepaid License Fee) Executor agrees to pay 30,000,000 Won
in total to Researcher as following:
Payment of 10,000,000 won shall be made within 10 days from
signing of this Agreement
Payment of 10,000,000 won shall be made within 6 months from
signing of this Agreement
Payment of 10,000,000 won shall be made within 12 months from
signing of this Agreement
2) (Current License Fee) Executor shall pay Current License Fee to
Researcher, pursuant to Article 6, amounting to 1% of net sales
annually starting from commencement of sales of products to
termination of this Agreement. Net sales shall be computed as
total sales minus discounts, returns, indirect taxes in connection
to sales, insurance, freight expenses, sales commission,and
adverting expenses.
Article 6 (Computation of License Fee) Executor shall pay Current
License Fee set forth in subsection 2 of Article 5 to Researcher as
follows:
1) (Accounting Period) Computation of License fee shall cover
he period starting from January 1 to December 31 annually and
License fee shall be paid to Researcher until March 31 in
the following year.
2) (Submission of information) Executor shall submit to Researcher,
within 3 months from the fiscal year end, a schedule for
computation of Current License Fee for the previous year
and a written report detailing order price, sale price, quantity
and type of the product.
3) (Request of Information)In case that Researcher requests evidences
to verify the information set forth in subsection 2) of this
Article, Executor shall submit to Researcher, within 30days
from the request, the evidence with certification from a public
accounting firm.
4) (Inspection of Books and Records) Research may inspect accounting
books and records of Executor, at his own expense, in connection
to the computation of Current License Fees.
Article 7 (Transfer of Technology and Training)
1) (Transfer of Technology and Training)Researcher is obligated to
transfer the Technology set forth in Article 1 and to train
Executor to the extent that he is able to fully utilize the
Technology within the contracted period.Upon the Executor's
request, Researcher shall cooperate with Executor on the matters
regarding production of Micro-tuber, supply of culture medium, etc.
2) (Travel abroad) Researcher may, after negotiation, cooperate
with Executor through travel abroad at Executor's expense for
the transfer of Technology and training.
3) Executor will be responsible for costs of Micro-tuber production
and supply of culture medium by Executor's request.
Article 8 (Improvement of Technology)
1) (Improvement of Technology) In case that Executor, his
management or his employees intend to improve, expand,
replace, or reinvent the Technology ("Improved Technology") or
intend to acquire industrial right, basis of which is the
Improved Technology, Executor shall pursue mutual negotiation
with Researcher after prior notice is given. Acquired
industrial rights shall be owned by both parties.
2) (Execution of Improved Technology) Executor shall have priority in
executing rights derived from Improved Technology and the terms
of execution shall be determined by written agreement.
3) (Patent Fee) Executor shall cooperate in document filings and
procedures in order to apply, register, and maintain the
registration of industrial rights developed after the signed
date of this Agreement and shall bear entire costs associated
with these procedures.
Article 9 (Good Faith)
In order to achieve the purpose of this Agreement, Researcher
shall cooperate with Executor in good faith and Executor shall
perform this Agreement in good faith.
Article 10 (Confidentiality)
Executor shall caution that the Technology will remain confidential
and may not be disclosed to other parties. This duty includes duty
to ensure that Executor's management, employees and successors will
not breach this Article. In addition, this Article will remain
effective even after the cancellation of this Agreement.
Article 11 (Modification)
This Agreement may be modified only by a written agreement signed
by Executor and Researcher. Yet, Researcher reserve the right to
permit Execution Right of Technology to a third party when determined
that Executor's production capacity does not satisfy the demand
for products or he is not technically capable ofmaterializing
Technology and improving incapability.
Article 12 (Certain Circumstances)
In the performance of this Agreement by any one party, the party
assumes no responsibility for any damage or loss caused by
any occurrence beyond his control or defects other than
negligence, mistake or willfulness.
Article 13 (Cancellation)
Researcher reserve the right to cancel this Agreement with 20
days written notice to Executor in the following events. Even after
cancellation, Researcherretains the payments made by Executor,
including notes payable received and Executor shall return all the
document regarding Technology and surrender all
the rights given by this Agreement.
Production has not commenced until the Commencement Date of
Production or even prior to the Commencement Date of Production
set forth in Article 4, it is determined by Researcher that Executor
has given up production. Even after the Commencement Date of
Production set forth in Article 4, it is determined that Executor is
not able to continue production Executor does not pay license fees
set forth in Article 5 without just cause. Executor breaches the duty
under this Agreement.
Article 14 (Damage)
Researcher or Executor shall compensate for damages caused by
breach of this Agreement.
Article 15 (Use of Title)
Executor shall not use original or reproduced copy of the
entirety or any portion of information acquired regarding this
Agreement and of reports or documents, which Researcher furnished to
Executor for advertising, promotional, or marketing purposes or as
evidence for litigation. In addition, Executor shall not imply or
refer to Researcher for the aforementioned purposes.
Article 16 (Changes of Facts)
Executor shall promptly report any changes made to relevant
facts such as address of his corporation after signing the
Agreement. Researcher shall beexempted from any responsibility for
mistakes arising from Executor's failing to do so.
Article 17 (Resolution of Disagreement) In case of dispute or
disagreement with regard to this Agreement or performance of each
party, Researcher and Executor shall make an effort to resolve
through discussion and negotiation.
Article 18 (Effectiveness)
This Agreement shall be effective from the singed date of the
Agreement by both parties.
Article 19 (Interpretation)
For the items not specified in this Agreement or for the items which
one party objects to the interpretation of the other, both
parties will determine the meaning of those items through agreement
reached by both parties.
Two copies of this Agreement will be printed and signed by both
parties, each of which shall keep a copy.
December 27, 2002
Executor Researcher/s/
Jai Xxx Xxx /s/ Kyu Xxxx Xxxx /s/
----------------------- -------------------------
Xxx Xxx Xxx Xxx Xxxx Xxxx
Penn Biotech Inc. Korea Research Institute of Bioscience
16F. 000 Xxxxxxxxx Xxxxxx, and Biotechnology
Vancouver, BC., Canada 00 Xxxx-xxxx Xxxxxx-xx, Xxxxxx-xx, Xxxxx
