Exhibit 10.23
DATED 3rd MARCH 2003
XXXXXX VASCULAR DEVICES LIMITED
(formerly known as Biocompatibles Limited)
- and -
COOPERVISION TECHNOLOGY INC
- and -
THE XXXXXX COMPANIES, INC
- and -
BIOCOMPATIBLES UK LIMITED
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DEED OF NOVATION
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XXXXXX XXXXXXX
Carmelite
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx
Xxxxxx XX0X ODX
Tel No: 000-0000 0000
Fax No: 000-0000 0000
DX: 41 London
Ref: CBS
THIS DEED OF NOVATION is made the 3rd day of March 2003
BETWEEN:
(1) XXXXXX VASCULAR DEVICES LIMITED (formerly known as Biocompatibles Limited)
a company incorporated in England and Wales with company registration
number 01833264 and whose registered office is at Xxxxx Xxxx, Xxxxxxxxxxxx,
Xxxx X00 0XX ("AVDL");
(2) COOPERVISION TECHNOLOGY INC. whose principal office is at 0000 Xxxxxxxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America
("CTI");
(3) THE XXXXXX COMPANIES, INC. whose principal office is at 0000 Xxxxxxxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Xxxxxx Xxxxxx of America
("CC"); and
(4) BIOCOMPATIBLES UK LIMITED a company incorporated in England and Wales with
company registration number 04305025 and whose registered office is at
Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxx XX0 0XX ("BUK").
WHEREAS:
(A) Biocompatibles Limited ("BL"), CTI and CC entered into a Patent and Trade
Xxxx Licence dated 28 February 2002 (the "Licence Agreement");
(B) By an Agreement between BL, BUK and Biocompatibles International plc dated
16 March 2002, BL agreed to sell and BUK agreed to purchase the business of
BL (including the intellectual property which BL licenses to CTI under the
Licence Agreement);
(C) BL and BUK have requested that CTI and CC accept the substitution of BUK in
place of BL as a party to the Licence Agreement, and CTI and CC have
accepted this request, on the terms set out below.
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NOW IT IS HEREBY AGREED as follows:-
1. CTI and CC both consent and agree to the novation set out in clause 2
below.
2. From the date of this agreement, BL ceases to be a party to the
Licence Agreement and BUK becomes a party to the Licence Agreement in
place of BL.
3. CTI and CC both hereby:
a) release and discharge BL/AVDL from the performance of all its
obligations under the Licence Agreement, and from all claims,
demands and liabilities whatsoever arising under or in connection
with the Licence Agreement whether arising or accrued before, on
or after the date of this agreement; and
b) accepts the liability of BUK in place of BL and shall be bound by
the terms of the Licence Agreement in every way as if BUK had
been named as party to the Licence Agreement in place of BL.
4. From the date of this agreement, BUK undertakes to CTI, CC and to
BL/AVDL to be bound by the terms of the Licence Agreement in
substitution for BL, and to observe and perform all obligations under
the Licence Agreement which arise on or after the date of this
agreement and which would have been obligations of BL if BL had not
been released from the performance of such obligations under clause 3,
as if BUK had at all times been a party to the Licence Agreement.
5. BUK shall assume and be responsible for any and all liabilities
arising under or in connection with the Licence Agreement which have
accrued prior to the date of this agreement and which would have been
liabilities of BL if BL had not been released from such liabilities
under clause 3.
6. This agreement shall be governed by and construed in accordance with
the laws of England.
7. Each of the parties irrevocably agrees that the courts of England are
to have exclusive jurisdiction to settle any dispute which may arise
out of or in connection with this agreement and that accordingly any
proceedings arising out of or in connection with this agreement shall
be brought in such courts. Each of the parties irrevocably submits to
the jurisdiction of such courts with respect to such disputes and
waives any objection to proceedings in any such court on the ground of
venue or on the ground that proceedings have been brought in an
inconvenient forum.
IN WITNESS whereof the parties hereby have executed and delivered this agreement
as a deed on the day first written above.
EXECUTED as a Deed )
for and on behalf of )
XXXXXX VASCULAR DEVICES ) /s/ Xxxxxx X. Xxxxxxx
LIMITED ) Authorised Signatory
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/s/ Xxx Xxxxx
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
COOPERVISION ) /s/ Xxxxx Xxxxxxx
TECHNOLOGY INC. ) Authorised Signatory
/s/ Xxxxxx Xxxxx
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
THE XXXXXX ) /s/ Xxxxx Xxxxxxx
COMPANIES, INC ) Authorised Signatory
/s/ Xxxxxx Xxxxx
Authorised Signatory
EXECUTED as a Deed )
for and on behalf of )
BIOCOMPATIBLES UK ) /s/ Swag Xxxxxxx
LIMITED ) Authorised Signatory
/s/ Xxxxxxx Xxxxx
Authorised Signatory
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