EXHIBIT 10.3
LICENSE AGREEMENT
SIERRA MEDICINALS, INC
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(Dr. Xxxxxx Xxxxxxxxxx, M.d., Phd.)
This agreement ("Agreement") is made by and between Sierra Medicinals, Inc.,
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 ("LICENSOR") and X.
Xxxxxxx Company ("LICENSEE") and is effective as of MAY 8, 2003 ("EFFECTIVE
DATE"), upon full execution by both parties. Licensee is located at 000 Xxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000. In consideration for the mutual obligations
described below, Licensor and Licensee hereby agree to the following:
PREMISE
Licensor has Dr. Xxxxxx Xxxxxxxxxx, M.D., Phd., ("XXXXXXXXXX") a
licensed practicing medical doctor with a reputation for expertise in the human
dietary supplement field (the "LICENSED FIELD") under contract.
Licensee is a manufacture and marketer of dietary maintenance and
supplements of all types, including the types within Licensor's expertise.
Licensor, in pursuit of its business interests, and Xxxxxxxxxx, in
pursuit of his professional practice, desire to grant Licensee rights to the
Licensed Elements (defined below) and Licensee desires to utilize such rights
all as described below.
SPECIFIC TERMS
1. GRANT OF RIGHTS.
A. Subject to all the terms and conditions of this Agreement, Licensor
hereby grants Licensee the following exclusive rights with respect to the
Licensed Products, during the Term and within the Territory: the right to use
the Licensed Elements in connection with the creating, developing,
manufacturing, marketing, promoting, advertising, distributing, and sale of the
Licensed Products through Authorized Distribution Channels.
B. "LICENSED PRODUCTS" consist solely of the following product items that
use the Licensed Elements, and include their associated packaging:
Weight loss products used for human dietary maintenance and supplements.
C. "LICENSED ELEMENTS" means the likeness and name of Xxxxxxxxxx. "Licensed
Elements" includes the Xxxxxxxxxx name and all testimonials, commentary or
endorsement, writing or oral expression of any sort with respect to the Licensed
Products. "Licensed Elements" includes any drawing, likeness, photograph, or
other graphic representation media now in existence or created in the future
intended to identify or actually identifying Xxxxxxxxxx.
D. The "TERM" shall begin as of the Effective Date of this Agreement and
end on this date in 2006, unless sooner terminated pursuant to the provisions of
this Agreement.
E. The "TERRITORY" means: United States, Canada, Mexico, and the United
Kingdom, including in each case, their Territories, Possessions, and Military
Installations.
F. "AUTHORIZED DISTRIBUTION CHANNELS" consist of the Food, Drug, Mass
Market Retailers, and Health Food Store and Independent Retail outlets. "MASS
MARKET RETAILERS" means retailers that are generally understood to be mass
merchants (such as Kmart, Wal-Mart, and Target), mass market toy chains,
warehouse clubs, convenience stores, superstores, drugstores, supermarkets, and
grocery stores, and includes mail order, print catalog, and online sites
operated by the above retailers. "HEALTH FOOD STORE AND INDEPENDENT RETAILERS"
means retailers that are generally understood to be health food chain stores
(such as Whole Foods, Wild Oats and GNC) and non chain, independent retailers in
each case who are selling dietary supplements. Licensee is authorized to use
wholesalers and distributors customarily used in the industry to reach
Licensee's Authorized Distribution Channels.
2. FINANCIAL TERMS.
A. ROYALTIES. In consideration for the rights granted to Licensee under
this Agreement, Licensee shall pay Licensor (and not Xxxxxxxxxx) royalties equal
to the percentages set forth below of Licensee's "Net Invoiced Xxxxxxxx" from
all sales of the Licensed Products during the Term by Licensee in the territory
through the Authorized Distribution Channels.
During the first 12 months of the term hereof - 3%
During the balance of the term hereof - 5%
B. PAYMENT METHOD. All payments to Licensor under this Agreement shall be
made by check payable to Licensor and sent to the address first written. No
later than 30 days after the end of an Accounting Period (starting from the
first Accounting Period in which Licensee has sold a Licensed Product), Licensee
shall pay Licensor all royalties due with respect to such Accounting Period.
C. ACCOUNTING PERIODS. The "Accounting Period" for royalty reporting will
be calendar quarters.
D. NET INVOICED XXXXXXXX. "Net Invoiced Xxxxxxxx" means actual invoiced
xxxxxxxx (i. e., sales quantity multiplied by Licensee's actual selling price)
for the Licensed Products sold, minus only the "Authorized Deductions". "Net
Invoiced Xxxxxxxx" does not include invoiced charges for taxes, packaging,
handling, or transportation of Licensed Products within the Territory so long as
such charges are separately identified on the sales invoice. "Authorized
Deductions" consist solely of (i) volume or other discounts, (ii) returns, (iii)
defective good allowances, (iv) allowances in lieu of returning goods, (v)
slotting fees, or (vi) feature and display promotions provided.
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E. ROYALTY STATEMENTS. Simultaneous with Licensee's royalty payments,
Licensee shall deliver to Licensor a complete and accurate royalty statement
with respect to all sales of the Licensed Products occurring in the applicable
Accounting Period. Each royalty statement shall include the following
information, in the aggregate and broken down by country for the Licensed
Products: (i) number of units sold of each SKU of each Licensed Product, (ii)
gross proceeds derived from Licensee's sales of the Licensed Products, (iii) all
credits issued by Licensee to its customers for returns received, (iv) all
allowable discounts and allowances issued by Licensee to its customers, (v) a
complete calculation of Licensor's royalties including any adjustments for prior
Accounting Periods, and (vi) additional information as reasonably needed to make
the information presented to be clearly understandable.
F. AUDITS. Throughout the Term and for at least 18 months thereafter,
Licensee shall maintain at its address complete and accurate books of account
and related documents such as vouchers and invoices relating to the financial
obligations of Licensee to Licensor under this Agreement. Licensor or its
designated representative shall have the right, during the Term and thereafter
(but not more frequently than once each calendar year), to examine and audit
such books of account and related documents. Such examination shall be made in a
reasonable manner by prior appointment with at least one week's notice during
normal business hours and at the location where such books of account and
related documents are maintained. Licensee shall reasonably cooperate with
Licensor in facilitating such examination. If an audit indicates monies due to
either party, then the party owing money shall promptly pay such amount together
with interest from the date the amount was due until the date of payment; the
interest rate shall be 1 percent per month. Licensor's receipt or acceptance of
any payment or royalty statement shall not preclude Licensor from questioning
the correctness of such payment or statement up to six months after the receipt
thereof by Licensor and shall not limit any other rights that Licensor shall
have under this Agreement or otherwise.
G. COSTS. Except as expressly agreed, each party is responsible for its own
costs in connection with its activities under this Agreement.
3. PROMOTIONS.
A. RETAILER PRESENTATIONS. Licensor shall, upon Licensee's written request
at least 30 days in advance of an event, make Xxxxxxxxxx available to attend,
participate in, and assist Licensee in not more than five seminar sessions
during each calendar year. A seminar session is an event aimed at customers of
Licensee to introduce and/or educate such customers on the effect and use of the
Licensed Products. Licensor's and Xxxxxxxxxx'x participation in such sessions
shall be as requested and designated by Licensee.
B. CONSUMER PROMOTIONS. Licensor shall, upon Licensee's written request at
least 30 days in advance of an event, make Xxxxxxxxxx available to attend,
participate in, and assist Licensee in not more than 10 consumer promotional
events during any calendar year. A promotional event is one aimed at consumers
of Licensed Products to introduce and or educate such consumers on the effect
and use of the Licensed Products, provide endorsements on copies of Licensor's
Materials (defined in 5 F below), Licensor's or Xxxxxxxxxx'x books or writings,
or similar promotional event. Licensor's and Xxxxxxxxxx'x participation in such
sessions shall be as requested and designated by Licensee.
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C. FORMULATIONS. In the event that Licensor or Xxxxxxxxxx assist in or
provide formulation advice with respect to any product, the result shall be the
sole property of Licensee and Licensor and Xxxxxxxxxx shall provide reasonable
documentation of such ownership upon request. Neither Licensor nor Xxxxxxxxxx
shall not be entitled any additional compensation as a result of assistance or
any formulation provided to Licensee during the Term.
D. PHOTOGRAPHS. Licensor shall, upon Licensee's written request at least 30
days in advance, make Xxxxxxxxxx available to be photographed for purposes of
Licensee's use hereunder.
E. TRAVEL AND EXPENSES. Licensee shall reimburse Licensor for all
reasonable and necessary out-of-pocket travel expenses incurred by Licensor and
Xxxxxxxxxx in connection with A through D which that have been approved in
advance by Licensee and, to the extent available, booked through Licensee's
captive travel department.
4. RIGHTS OF APPROVAL. Licensee acknowledges that in order to ensure that the
appearance, quality, manufacturing, marketing, sale, distribution, and other
exploitation of the Licensed Products are consonant with Xxxxxxxxxx'x name and
reputation and with the goodwill associated with Xxxxxxxxxx and the Licensed
Elements, to ensure the protection of Licensor's copyrights and trademarks, and
to advance Licensor's educational and business interests, Licensor has and
retains the sole and exclusive right to approve any use of any portion of the
Licensed Elements under this Agreement. Licensee shall provide a complete copy
of each proposed use to Licensor at the address above, and if no written
objection to such use specifying in detail the basis for the objection is
received by Licensee at the address above within seven calendar days of receipt
of such copy by Licensor, Licensor shall be deemed to have irrevocably approved
of such use. Licensor may not unreasonably withhold an approval hereunder. Once
approved by Licensor, Licensee shall not make any changes to any approved use
without the further approval of Licensor hereunder.
5. INTELLECTUAL PROPERTY.
A. OWNERSHIP OF LICENSOR MATERIALS.
(i) In recognition of Licensor's ownership and substantial investment
in the Licensed Elements, and the need for Licensor to protect the integrity of
the Licensed Elements, Licensor shall own all right, title, and interest
(including all trademarks, copyrights, registrations, renewals, and extensions
throughout the world) in and to the "Licensor Materials," except for rights of
use granted to Licensee in this Agreement. The "Licensor Materials" shall mean
(i) the Licensed Elements and (ii) all non separable embodiments (including
embodiments of the foregoing in tools, molds, models, plates, and other
manufacturing materials provided that Licensee shall retain title to the
physical form of such manufacturing materials). Licensor shall have the sole
right to register copyrights and trademarks in the Licensor Materials.
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(ii) Other than Licensee's employees acting within the scope of their
employment, Licensee shall obtain from all persons and entities ("Contributors")
who make contributions to the Licensor Materials on behalf of Licensee written
agreements establishing that their contributions shall be considered works made
for hire for Licensee under United States copyright laws. Licensee shall ensure
that, to the extent that all right, title, and interest to such contributions do
not vest in Licensee by reason of being works made for hire, such Contributors
irrevocably assign and transfer to Licensee all of their right, title, and
interest to their contributions. Licensee shall irrevocably assign and transfer
to Licensor all of its right, title and interest to any contributions made by
Licensee or by a third party on behalf of Licensee to the Licensor Materials.
(iii) Other than the rights of use granted to Licensee under this
Agreement, Licensor reserves all rights to the Licensor Materials and shall be
free to exercise such rights at anytime without any obligation to Licensee.
B. VALIDITY OF LICENSED ELEMENTS. Licensee acknowledges and agrees that all
the Licensed Elements have acquired a secondary meaning in the mind of the
purchasing public and that, to the extent the law allows, it (i) will not
contest or challenge the validity of the rights granted under this Agreement,
(ii) will not claim adversely to Licensor any right, title, or interest in any
of the Licensed Elements, and (iii) will not use or register as a trademark or
claim any copyright in any item that is the same as or confusingly similar to
any of the Licensed Elements. Except as granted to and may inure Licensee under
this Agreement, all uses of the Licensed Elements, including any goodwill
generated from such uses, shall inure to the benefit of Licensor.
C. NEW TRADEMARKS.
(i) Licensee at its own cost shall be responsible for ensuring that all
product names and new trademarks that Licensee desires to create in connection
with the Licensed Products will not infringe the rights of any third parties,
and Licensee shall conduct all necessary searches and clearances.
(ii) Any trademark registrations for such product names and new
trademarks, including those that in any way incorporate any of the Licensor
Materials (including the names and attributes of the characters included in the
Licensed Elements) will be filed by Licensor at his own expense and will be
treated as part of the Licensed Elements. Any trademark registrations for such
product names and new trademarks that do not in any way incorporate any of the
Licensor Materials will be filed by Licensee at its own expense and owned by
Licensee free and clear of any claim by Licensor, whether or not used in
conjunction with any of the Licensed Elements.
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D. PROTECTION OF LICENSOR'S RIGHTS. Licensor will be responsible for all
decisions relating to the protection of Licensor's rights including the handling
of apparent infringements of the Licensor Materials and will consult with
Licensee as appropriate before making such decisions. Licensee shall inform
Licensor if Licensee learns of any material infringement of the Licensor
Materials. Licensee shall reasonably cooperate with Licensor in protecting
Licensor's rights in the Licensor Materials including executing, filing, and
delivering documentation requested by Licensor (e. g., proof of trademark use).
Licensor will reimburse Licensee for pre-approved out-of-pocket costs incurred
by Licensee while cooperating under this paragraph.
E. OWNERSHIP OF LICENSEE MATERIALS. Licensee shall own all right, title,
and interest (including all copyrights, renewals, and extensions throughout the
world) in and to the Licensee's logos, trademarks, trade names, patents, and
copyrighted materials (including the portions of a catalog, promotional
materials, or the portions of a Licensed Product) that are not the Licensor
Materials.
6. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION.
A. LICENSOR. Licensor represents and warrants that:
(i) Licensor's execution of this Agreement is duly authorized without
the need of any consent of any third party and this Agreement is a valid and
binding obligation of Licensor enforceable in accordance with its terms.
(ii) Licensor owns or has exclusive control of all rights in the
Licensor Materials and the Licensed Elements granted to Licensee under this
Agreement.
(iii) Licensee's authorized use, in accordance with all of the
provisions of this Agreement, of any materials provided by Licensor shall not
infringe the rights of any third party and shall be free and clear of all claims
of any third person, including Xxxxxxxxxx.
B. LICENSEE. Licensee represents and warrants that:
(i) Licensee's execution of this Agreement is duly authorized without
the need of any consent of any third party, and this Agreement is a valid and
binding obligation of Licensee enforceable in accordance with its terms.
(ii) Licensor shall be included as an additional insured on such
insurance as Licensee shall in its sole discretion carry from time to time in
respect of the Licensed Products sold utilizing the Licensed Elements.
C. INDEMNIFICATION. Each of Licensee and Licensor shall at all times
defend, indemnify, and hold harmless the other and the other's trustees or
directors, officers, employees, and agents from and against any and all third
party claims, damages and liabilities, and reasonable costs and expenses,
growing out of or arising from the fault of the indemnitor, whether or not
occurring in the course of performance under this Agreement, or any actual or
alleged breach or default by the indemnitor of its agreements, covenants,
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representations, or obligations under this Agreement. If an indemnitee hereunder
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration, or other proceeding against the
indemnitee by any third party, the indemnitee shall give the indemnitor prompt
written notice of such claim. Such notice shall provide the basis on which
indemnification is being asserted and be accompanied by copies of all relevant
pleadings, demands, and other papers related to the claim and in the possession
of the indemnitee. The indemnitor shall have a period of 10 days after delivery
of such notice to respond. If the indemnitor elects to defend the claim or does
not respond within the requisite 10-day period, the indemnitor shall be
obligated to defend the claim, at its own expense, and by counsel reasonably
satisfactory to the indemnitee. The indemnitee shall cooperate, at the expense
of the indemnitor, with the indemnitor and its counsel in the defense, and the
indemnitee shall have the right to participate fully, at its own expense, in the
defense of such claim. If the indemnitor responds within the required 10-day
period and elects not to defend such claim, the indemnitee shall be free,
without prejudice to any of the indemnitee's rights hereunder, to compromise or
defend (and control the defense of) such claim. In such case, the indemnitor
shall cooperate, at its own expense, with the indemnitee and its counsel in the
defense against such claim, and the indemnitor shall have the right to
participate fully, at its own expense, in the defense of such claim. Any
compromise or settlement of an claim or action shall require the prior written
consent of both parties hereunder, such consent not to be unreasonably withheld
or delayed. Despite the foregoing, if at any time it appears that any
intellectual property right of a party will be in issue as part of such claim,
such party shall have the right to defend such right at its own expense, except
that such defense shall be at the expense of the party whose act or omission
caused such intellectual property right to be in issue.
7. ASSIGNMENT. Neither party shall assign, sublicense, encumber, pledge, or
otherwise transfer any or all of its rights or obligations under this Agreement
without the other party's prior written approval in its sole discretion,
provided, however, that Licensee may assign this Agreement without the consent
of Licensor to any entity under common control with Licensee. Despite any such
approved assignment or other transfer, the assignor or transferor shall, after
such assignment or transfer, continue to guarantee its obligations under this
Agreement and shall ensure that its permitted assignee or transferee agrees in
writing to be bound by all of the provisions of this Agreement. No assignee or
transferee shall acquire any rights greater than those of the assignor or
transferor under this Agreement. The foregoing restrictions on transfer and
assignment shall be binding on all subsequent permitted assignees or transferees
of the original assignee or transferee of Licensee.
8. EXPIRATION AND TERMINATION.
A. SELL-OFF PERIOD. Upon the expiration of the Term, but not the earlier
termination of this Agreement, Licensee shall have the right to sell Licensed
Products existing at the expiration of the Term using the Licensed Elements,
provided that the Licensed Products are marketed, distributed, sold, and
accounted for consistent with terms in effect during the Term (but in all cases
on a nonexclusive basis).
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B. TERMINATION BY LICENSOR. Licensor shall have the right at any time to
immediately terminate this Agreement (except as prohibited by federal or state
law) if any one of the following occurs:
(i) Licensee breaches any of its material obligations or agreements or
any representations or warranties, and such breach is not cured within 90 days
after written notice of breach from Licensor. The foregoing does not apply to
Licensee's obligations to account and make payments to Licensor under this
Agreement.
(ii) After commencing the sale of Licensed Products using the Licensed
Elements, Licensee fails to continuously sell Licensed Products using any
Licensed Element for 12 months or more.
(iii) Licensee makes an assignment for the benefit of creditors without
Licensor's prior written consent or becomes insolvent or subject to any
bankruptcy, insolvency, or receivership proceeding of any nature.
C. TERMINATION BY LICENSEE. Licensee shall have the right at anytime to
terminate this Agreement upon 30 days prior written notice.
D. EFFECT OF EXPIRATION OR TERMINATION. Upon expiration of the Term or
termination of this Agreement:
(i) Except for Licensee's sell-off rights if any under Section 8.A (in
the event of the expiration of the Term only), all rights and licenses granted
under this Agreement to Licensee shall immediately and automatically revert to
Licensor to exercise without any obligation to Licensee.
(ii) The parties' obligations to account and make payment to each other
under this Agreement shall survive as shall their representations, warranties
and indemnities and other rights and obligations that by their nature would
survive.
9. CONFIDENTIALITY. "Confidential Information" means information that the
disclosing party has marked or designated as "confidential." Information
obtained during a royalty audit shall be treated as Confidential Information.
The terms of this Agreement shall be treated as Confidential Information.
Confidential Information will not include information that (i) is in or enters
the public domain without breach of this Agreement, (ii) the receiving party
lawfully receives from a third party without restriction on disclosure and
without breach of a nondisclosure obligation, or (iii) the receiving party knew
prior to receiving such information from the disclosing party or develops
independently. Each party agrees that it will not disclose to any third party or
use any Confidential Information except in performing this Agreement, and that
it will take all reasonable measures to maintain the confidentiality of
Confidential Information. Notwithstanding the foregoing, each party may disclose
Confidential Information to the extent required by law or governmental authority
(provided that it gives the other party written notice prior to such disclosure)
or on a "need to know" basis under an obligation of confidentiality to its legal
counsel, accountants, and financing sources.
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10. NOTICES AND COMMUNICATIONS. Notices to LICENSOR shall be sent in writing to
LICENSOR's address above to the attention of Xxxxxx X. Xxxxxxxxx, CEO. Notices
to LICENSEE shall be sent in writing to LICENSEE's address above, to the
attention of Xxxxx Xxxxxxxxxxxxx [fax number (000) 000-0000] with a copy to the
attention of the General Counsel of Licensee. Either party may change its
address or contacts under this Agreement by written notice to the other party.
All notices, requests for approval or consent, or other communications shall be
sent in writing in English. All notices under this Agreement shall be delivered
by personal delivery, reputable overnight courier, confirmed facsimile, or
certified or registered mail (return receipt requested), and will be deemed
given upon delivery, one day after deposit with overnight courier, upon
confirmation of receipt of facsimile, or five days after deposit in the mail.
11. GENERAL.
A. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the parties concerning the subject matter of this
Agreement and merges and supersedes all prior discussions, agreements, and
understandings of any kind between them. This Agreement may not be modified or
amended except by a writing executed by both parties.
B. NO CONTINUING WAIVER. No waiver of any term, condition, or covenant
contained in this Agreement or any breach of this Agreement shall be held to be
a continuing waiver of that or any other term, condition, or covenant of this
Agreement or of any other or subsequent breach of this Agreement.
C. CUMULATIVE REMEDIES. Except as expressly stated, all remedies, rights,
obligations, and agreements contained in this Agreement are cumulative, and none
of them shall limit any other remedies, rights, obligations, or agreements under
this Agreement or otherwise.
D. RELATIONSHIP OF PARTIES. This Agreement shall not be construed to create
a partnership, joint venture, or the relationship of principal and agent between
the parties, nor to impose upon either party any debts or obligations incurred
by the other party except as expressly set forth in this Agreement.
E. GOVERNING LAW. This Agreement, and all modifications or extensions
thereof, shall be governed in all respects by the law of the state of Michigan
applicable to contracts to be fully executed and performed in Michigan, without
reference to conflict of laws. Any disputes arising under this Agreement shall
be subject exclusively to the jurisdiction of the state and/or federal courts
having jurisdiction over Kent County, Michigan. Both parties agree to accept the
jurisdiction of such courts in connection with any such dispute. Both parties
agree that service of process by personal delivery, certified or registered mail
(return receipt requested), or reputable overnight courier to the other party's
address above shall be deemed good and sufficient service for purposes of
jurisdiction.
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F. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other provision, and such invalid
provision shall be deemed to be severed from this Agreement.
G. BINDING ON SUCCESSORS. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their heirs,
administrators, and successors.
H. FORCE MAJEURE. Neither party shall be liable to the other for any
failure to perform its obligations under this Agreement for up to 30 days due to
a fire, riot, flood, explosion, sabotage, war, natural disaster, or other act of
God.
I. TITLES. The titles of sections of this Agreement are for convenience
only and shall not be given any legal effect.
In witness whereof the undersigned have executed this Agreement on the
date s indicated below.
ACCEPTED AND AGREED:
SIERRA MEDICINALS, INC. X. XXXXXXX COMPANY
By Xxxxxx X. Rapppaort By Xxxx Xxxxxxxxxx
----------------------------------- -------------------------------
Name Xxxxxx X. Xxxxxxxxx Name Xxxx Xxxxxxxxxx
Title Chief Executive Officer Title Executive Vice President
Date May 8, 2003 Date May 20, 2003
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Xxxxxxxxxx hereby:
1. Consents to the foregoing.
2. Acknowledges that Licensor has the exclusive right to enter into the
foregoing.
3. Acknowledges, represents and warrants that Licensor has:
(a) the ownership or exclusive control of all the Licensed Elements,
and
(b) the power and authority to full fill its obligations under the
foregoing Agreement.
4. Agrees:
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(a) to make himself available, and provide his cooperation pursuant to
the forgoing as though he were the Licensor and had signed this
agreement in his individual capacity as Licensor,
(b) that individually and against any other person he is not entitled
to any additional compensation, notice, reimbursement or any other
right as a result of Licensee's operations under the foregoing or
use of the Licensed Elements other than can be asserted by
Licensor under the Agreement, and
(c) that he is bound by the provisions of sections 5B, 6C and 9 of the
foregoing Agreement as though he had signed the Agreement as the
Licensor.
BY DR. XXXXXX XXXXXXXXXX 5/8/03
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Dr. Xxxxxx Xxxxxxxxxx, M.D., Phd.
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