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AGREEMENT
This Agreement is entered into and effective this 19th day
of October by and between LEKET-BAR CHEMICALS, LTD., Corporation
of the State of Israel, having a place of business at 00 Xxxxxxx
Xxxxxx, Xxxxxxx 00000 Xxxxxx, 9 (LEKET-BAR) and Agricultural
Glycosystems, Inc., a corporation of the State of Michigan,
having a place of business at Xxx Xxxxxxx Xxxxxx, Xxxxxxxx 000,
Xxxxxxxxx Xxxxxxxxxxxxx 00000 (AGI).
Whereas Leket-Bar is possessed of a particular body of
technology, and
Whereas AGI is wishes to obtain tights under this
technology,
Now therefore, the parties agree as follows:
I. Definitions
A. Agreement Technology, shall mean that technology
embodied in the patients listed on Appendix A which attached
hereto and made part of this Agreement.
B. Licensed territory shall mean the world, except for the
Excluded Territory.
C. Excluded Territory shall mean Israel, Korea, Argentina,
Bolivia, Egypt, Turkey, Venezuela, Columbia, Peru, Ecuador,
Uruguay, Costa Rica, Guatemala, and Paraguay.
D. Licensed Products shall mean these products which are
sold in a country included in the Licensed Territory, and which
are covered therein by one or more of patents comprising the
Agreement Technology.
E. Agreement Year shall mean the twelve-month period
commencing on the effective date of this Agreement, as well as
succeeding twelve month periods commencing on succeeding
anniversary dates of the effective date of this Agreement.
II. The Transfer of Technology
A. Leket-Bar hereby grants to AGI the exclusive right, in
the Licensed Territory, to make, have made, use, lease, sell and
otherwise dispose of Licensed Products, as well as the right to
grant one or more sub-licenses under the Licensed Technology.
B. Leket-Bar hereby assigns to AGI all rights and title in
and to the Agreement Technology in the Licensed Territory.
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III. Payments
A. In exchange for the license and assignment granted
herein, AGI shall pay Leket-Bar in accord with the following
schedule:
1. AGI shall pay Leket-Bar $100,000 during each of
the first and second agreement years, said payment to be made in
the form of eight quarterly installments of $25,000 each, with
the first payment of $25,000 to be made upon execution of this
Agreement.
2. AGI shall pay Leket-Bar $100,000 during each of
the third and forth agreement years, said payment to be made in
the form of eight quarterly payments of $25,000 each; however, if
at the end of each of said third and forth agreement years, the
royalty payments as defined in section III B hereinbelow, would
have exceeded $100,000, Leket-Bar shall be entitled to a
supplemental payment which is equal to any such royalty excess.
3. In the fifth agreement year, and each succeeding
agreement year, AGI shall pay Leket-Bar royalties in accord with
section IIIB hereinbelow.
B. Royalty payments shall comprise three (3%) percent of
the net selling price of Licensed Products sold hereunder by AGI
in a country included in the Licensed Territory. Said net selling
price shall be exclusive of discounts, credits for returned
merchandise, taxes and other governmental levies. Royalties
shall attach when Licensed Products are sold, and payment is
received thereof by AGI.
C. In the first agreement year, sub-license royalty
payments shall comprise fifty (50%) percent of royalty received
by AGI from sub-licensing the Licensed Technology to third
parties; in the second agreement year, sublicensing royalty
payments shall comprise forty (40%) percent of royalties received
by AGI from sub-licensing the Licensed Technology to third
parties; in the third agreement year, sub-licensing royalty
payments shall comprise thirty (30%) percent and royalty payments
received by AGI for sub-licensing the Licensed Technology to
third parties; in the fourth and succeeding agreement years,
sub-license royalty payments shall comprise twenty (20%) percent
and royalties received by AGI for sub-licensing the Licensed
Technology and third parties; said sub-license royalties
shall attach when payment therefor is received by AGI; and shall
be independent from, and in addition to the payments made in
accordance with Section III-A hereinabove.
D. During the term of this Agreement, on a quarterly
basis, and ninety days following the termination of this
Agreement AGI shall submit royalty reports to Leket-Bar. Said
royalty reports shall specify the revenues received by AGI from
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the sale of Licensed Products in the previous quarter as well as
the revenues received by AGI from the sub-licensing of the
Licensed Technology, and said reports shall include a check in
payment of any royalties and sub-license royalties then owed.
E. During the term of this Agreement, and for two years
thereafter, AGI shall keep records in sufficient detail to enable
Leket-Bar to verify royalty reports made hereunder, and Leket-Bar
shall have the right to appoint an auditor to review said records
to verify the accuracy of said reports and payments, provided
that the review shall place no more than once per year, and upon
reasonable notice to AGI, and during normal business hours. The
cost of any such audit shall borne by Leket-Bar.
IV. Term and Termination
A. Unless earlier terminated, this Agreement shall run for
the life of the last to expire of the patents licensed hereunder.
B. During the first and second agreement year, AGI may
terminate this agreement at will, upon thirty days written notice
to Leket-Bar.
C. In the event that either of the parties breaches a
material provision of this Agreement, the other party any
terminate this agreement upon sixty days written notice to the
breaching party; however if, during the sixty day notice period,
the breaching party shall fully cure the breach, this agreement
shall continue on in force as if said notice had not been given.
D. If this Agreement is terminated for nay reason, AGI
shall reassign the Agreement Technology to Leket-Bar and AGI
shall also by obligated to make final royalty report and payment,
and keep and maintain records as set forth in section III.
V. Preservation of the Licensed Technology
A. During the term of this Agreement AGI shall by
responsible for preserving, protecting, and maintaining the
Agreement Technology, in the Licensed Territory and toward that
end, shall pay all maintenance fees, filing fees, renewal fees,
annuities and other governmental fees, and shall execute and file
all documents necessary to preserve, obtain and maintain patents
constituting the Agreement Technology, and Leket-Bar shall extend
AGI all cooperation necessary for AGI to do so, including
providing documentation and testimony, provided that the
responsible cost thereof is borne by AGI. If AGI shall elect to
not make any such payments or take any other steps to preserve
Agreement Technology, in any one or more countries comprising the
Licensed Territory (non-elected countries) it shall promptly
inform Leket-Bar thereof, prior to any final deadline for making
said payments or filing said documents, and Leket-Bar shall have
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the rigth, at its sole option, to make said payments and/or file
said documents, in which instance, any parents or patent
applications, for which Leket-Bar has done so shall automatically
be removed from the body of Agreement Technology, and in such
instance, AGI shall reassign said technology to Leket-Bar in said
non-elected countries.
VI. Disclosure of Agreement Technology
A. Upon execution of this Agreement, Leket-Bar shall, as
soon as is reasonably practicable, fully identify, disclose and
make available to AGI all documentation, data, patents, patent
applications and the like in its possession or control relating
to the Agreement Technology.
B. Leket-Bar shall, during the term of this Agreement,
promptly and fully disclose to AGI all improvements to the
Agreement Technology, and AGI shall have the option, but not the
obligation, to include said improvements in the Agreement
Technology.
C. During the term of this Agreement, Leket-Bar shall
extend to AGI all cooperation reasonably necessary for AGI to
obtain and avail itself of the technology transferred hereunder.
VII. Enforcement
A. During the term of this license, AGI shall have the
right, but not the obligation, to take all actions necessary to
enforce the rights transferred hereunder, including the right to
bring suit at its own expense, and in its own name, or if
required by law, jointly with, or in the name of Leket-Bar.
B. Should AGI institute any enforcement action hereunder,
it shall have the sole right to direct and control said
enforcement action, including the right to settle said action.
AGI shall have the right to retain any recovery, award or
settlement result from said enforcement.
C. Leket-Bar shall extend all reasonable and necessary
cooperation to AGI in connection with its efforts to enforce any
of the rights licensed hereunder, including giving testimony,
executing documents, and providing technical assistance, provided
that the reasonable costs thereof are borne by AGI.
VIII. Confidentiality
A. It is contemplated that in the course of this
Agreement, that each of the parties may disclose to the other,
information which it regards as confidential. During the terms
of this Agreement, and for three (3) years thereafter, the
parties agree to maintain confidentiality with regard to
products, documents know-how, marketing information, and other
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information relating to the Licensed Technology, or to any other
information which the parties designate as confidential
("collectively confidential information"). This obligation shall
apply to confidential information which either party generates
itself, and to confidential information either party receives
from the other party, as well as confidential information
generated on behalf of either of the parties by a third party.
This obligation shall not apply to information which is in, or
enters into the public domain through no breach of this
Agreement, or to information which is communicated to either of
the parties hereto by a third party who has not improperly
obtained such information.
IX. Regulatory Approval
A. Included in the body of Agreement Technology is a novel
fungicide material, and upon execution of this Agreement, AGI
shall proceed to obtain necessary approval for this material.
X. Miscellaneous
A. AGI shall have the right to transfer or assign the
rights granted hereunder to a third party provided that third
party agrees, in writing, to be bound by all terms and conditions
of this Agreement.
B. During the term of this Agreement, both parties shall
use their best efforts to maximize the value of this Agreement
and the rights granted hereunder.
C. If any provision in this Agreement is, for any reason
whatsoever, held to be void or of no effect, it shall not effect
the validity of the remaining provisions of this Agreement,
except in the case where such void provisions would make the
entire Agreement unworkable.
D. Any notices required or permitted to by given under
this Agreement shall by deemed sufficiently given if mailed by
registered mail, postage prepaid, addressed to the party to by
notified at its address listed above, or at such other address as
may have been previously furnished in writing to the notifying
party.
E. This Agreement is a complete statement of the entire
understanding of the parties with respect to the subject matter
thereof, and no prior representations, promises or understandings
relating to the subject matter, which are not incorporated
herein, shall be binding upon the parties hereto.
F. This Agreement may only be modified by a writing signed
by both of the parties hereto.
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G. Should any dispute under this Agreement give rise to
litigation between the parties, it is agreed that said litigation
may be brought in the courts of the jurisdiction in which the
plaintiff therein is resident.
H. No association, combination or relation is created by
the parties except as provided herein.
IN WITNESS WHEREOF, parties have caused this Agreement to be
executed as of the date first set forth hereinabove.
LEKET-BAR CHEMICALS, LTD.
By:__________________________
Its:__________________________
AGRICULTURAL GLYCOSYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Its: President
