LICENSING AGREEMENT
BETWEEN
SCANTEK MEDICAL, INC.
AND
XXXXXXX CORP. S.A.
THIS AGREEMENT is made this 22nd day of September, 1997, by and between Scantek
Medical, Inc. (the "Licensor"), a Delaware corporation having its principal
place of business at 000 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx, and Xxxxxxx Corp.
S.A., a Uruguayan corporation, (the "Licensee") having its principal place of
business at Xxxxxxxx 0000-000 Xxxxxxxxxx, Xxxxxxx with reference to the
following facts and upon the following terms and conditions:
WHEREAS, Certain technology having been the object of Letters Patent of the
United States set forth on Exhibit A which have been assigned to the Licensor
along with numerous patents obtained on the same technology in countries other
than the United States, and also comprising technical trade secrets and business
know-how (hereinafter referred to jointly and severally as the "Technology");
and
WHEREAS, Licensee is desirous of obtaining, for itself and its Affiliates, an
exclusive license to use said Technology, Technical Information and Know-How,
defined below, to assemble certain devices described on Exhibit B hereto (the
"Licensed Devices") and to sell and use the Licensed Devices in the Territory,
defined below; and
1. DEFINITIONS
The following terms as used in this Agreement shall, unless clearly indicated
otherwise, have the following meanings:
A. "Territory" shall mean the countries listed on Exhibit C hereto,
except as any of them are eliminated under this Agreement.
B. "Licensed Devices" shall mean the BTAI Devices described on Exhibit B
to be marketed by the Licensee in the Territory and all improvements
thereto.
C. "'Affiliate" shall mean any company, Twenty percent (20%) or more
whose voting stock is owned or controlled directly or indirectly, by a
party to this Agreement and any company which owns or controls,
directly or indirectly Twenty percent (20%) or more voting stock of a
party to this Agreement.
D. "Minimum Net Sales" shall mean the Minimum Net Sales specified on
Exhibit D which Licensee IS required to maintain in each country there
listed.
E. "Net Sales" shall mean the gross amount invoiced for the Licensed
Devices less all credits or allowances granted on account of
rejection, returns, billing errors, duties, taxes and other
governmental charges.
F. "Technical Information and Know-How" shall mean all information
belonging to Licensor or in Licensor's possession which is necessary
for the assembly, marketing and use of the Licensed Devises including,
inter alia, written assembly directions, quality control
specifications and procedures used in connection therewith and
information and data regarding the use of the Licensed Devices, and
also information utilized by Licensor in obtaining governmental
approvals for the sale of the Licensed Devices.
G. "Minimum Sales" shall mean the minimum sales which must be paid by the
Licensee to Licensor during each Contract Year hereunder.
H. "Sublicenses License Fees" shall mean a specific fee collected by the
Licensee from its Sublicenses in behalf of the Licensor for each
Contract.
I. "Contract Year" shall mean each year during the term of this Agreement
commencing on an anniversary of the date hereof and ending on the day
immediately preceding the next such anniversary.
2. EXCLUSIVE LICENSE/MANDATORY LOCATION
Subject to the Licensee's compliance with the terms hereof, the Licensor hereby
grants to the Licensee during the term hereof, a non-assignable, indivisible,
non-transferable exclusive right and license in and only within the Territory,
to assemble, use, and sell the Licensed Device containing the Technology
(including all patents issuing upon any of such patent applications) and the
Technical Information and Know-how. However, the Licensee shall have right to
grant sublicenses with respect to this License.
Licensee must maintain its operations in the Uruguay Free Trade Zone. Failure to
do so will result in the termination of this License at Licensor's sole option
and without recourse by Licensee.
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3. PURCHASING REQUIREMENTS; LICENSE FEE; OTHER CONDITIONS
A. In addition to any other fees specified below, and solely as consideration
for Licensor's entry into this Agreement, the Licensee shall pay to the
Licensor a non-refundable License Fee of thirty five percent (35%) of the
fully diluted, total issued and outstanding common shares of the Licensee
and Five Hundred Thousand Dollars ($500,000) paid in three installments as
follows: One Hundred Thousand Dollars ($100,000) upon the execution of this
Agreement; an additional payment of Two Hundred Thousand Dollars ($200,000)
on or before April 30, 1998; and Two Hundred Thousand Dollars ($200,000) on
or before January 30, 1999. Unless specified otherwise herein, all dollars
referred to in this Agreement are United States Dollars.
B. Licensee shall purchase the Licensed Device solely from the Licensor during
each Contract Year during the term of the Agreement the guaranteed Minimum
Product Purchases ("Minimum Purchases") equal to the amounts for each
Contract Year indicated on Exhibit D hereto.
C. Licensee shall maintain true, complete and correct books and records of all
transactions within the scope of this Agreement, in accordance with
generally accepted accounting principles, to enable Licensor to readily
ascertain all amounts purchased hereunder and the information to be set
forth in the statements required by this Section 3. Licensor, its agents or
representatives, shall have the right, during Licensee's normal business
hours, at any time and from time to time during the term of this Agreement
and for a period of two years thereafter, to inspect, examine and copy all
or any part or parts of such books and records and all other documents and
materials (at Licensor's expense), relating to the transactions
contemplated by this Agreement. All such books and records shall be kept
available by Licensee for at least two years after the termination of this
Agreement. (However, Licensee shall be free to destroy any material more
than six (6) years old.
D. Licensee agrees to limit membership on its Board of Directors to five (S)
members of which Scantek shall have the right to appoint up to three(3)
members.
E. The 35% of the Licenses equity which is owned hereafter by the Licensor
shall not be diluted for any reason whatsoever. Any such dilution shall
cause the immediate termination of the License granted herein, at the
Licensor's sole option.
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4. TERM
A. Subject to Licensee's compliance with its obligations hereunder the term of
this Agreement shall be FOURTEEN (14) years, but subject to the following:
(i) If the Licensee shall abandon the exploitation of the Licensed
Device by failing for a period of twelve consecutive months to achieve the
Minimum Product Purchases as specified in Exhibit D the Licensor may on
thirty days written notice to the Licensee, at its option, terminate this
Agreement or alter the definition of "Territory," in either case without
prejudice, however, to the money due to the Licensor hereunder.
(ii) If any payments due hereunder are in arrears for thirty days
after the due date, and if thereupon notice is given to the Licensee both
by telegram, telefax, or by registered mail, and if thereafter such payment
remains in arrears for thirty days after the sending of such notice; or if
the Licensee defaults in performing any of the other terms of this
Agreement and continues in default for a period of thirty days after
written notice thereof; or if the Licensee is adjudicated with its
creditors; or if a receiver is appointed for it; then, in any such event,
the Licensor shall have the right to terminate this Agreement upon giving
notice to the Licensee at least thirty days before the time when such
termination is to take effect, and thereupon this Agreement shall become
void but without prejudice to any remedy of the Licensor.
(iii) Upon termination under subdivisions (i), or (ii) of this
paragraph, the Licensee shall duly account to the Licensor and transfer to
it all Technology processes, and apparatus, together with all copies its
documentation evidencing or embodying the Technical Information and
know-how in respect thereof, and all rights to any sublicense or
sublicenses which may have been granted pursuant to the terms hereof.
5. MANUFACTURING AND PURCHASE
A. All manufacturing of the Licensed Device to be delivered to Licensee shall
be the responsibility and under the control of the Licensor. Licensee shall
not attempt, directly or indirectly, to compete with the Licensor in the
manufacture of the Licensed Device.
B. Licensor shall deliver Licensee's requirements for the Licensed Device to
Licensee, F.O.B. Licensor plant location, at an initial price of US. $8.00
per Unit (except for Units to be sold by the Uruguayan distributor which
shall be sold on the basis of eleven (11) Units for $80.00)', plus one
percent (1%) ("Inflation Factor") to take account of inflation in the
medical device prices in the markets into which Licensee is distributing.
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The Inflation Factor will be computed by utilizing appropriate official
statistics from the national governments in the Territory and shall take into
account the relative amounts of sales being made by Licensee into the various
countries in the Territory. Any objection by Licensee to the amount OF any such
increase shall be resolved by binding arbitration as set forth hereinafter.
C. Payment by the Licensee shall be (payable thirty (30) days after date of
shipment,) F.O.B. Licensor's (or its subcontractors) factory. Licensee
shall be responsible for risk of loss, customs clearing and transportation.
Licensee acknowledges that it is responsible for the cost of shipment and
insurance of all units purchased once they are delivered to the F.O.B.
point. Title to all units of sensors or Licensed Devices will pass to
Licensee upon delivery of such units to the F.O.B. point referred to above.
D. Licensee shall inspect the Sensors, within 30 days after receipt. If
Licensee timely rejects any units of the Sensors which do not conform to
agreed upon specifications Licensor may substitute a like quantity of
conforming Sensors. Licensee may reject any shipment of non-conforming
units of the Sensors only within 30 days after receipt, by notice to
Licensee stating the reason for rejection with specificity. Failure to
timely reject or give proper notice of rejection shall be deemed to
constitute acceptance of such shipment. Properly rejected units of the
Sensors shall, at Licensor's sole option, be returned to Licensor (at
Licensor's expense) or destroyed.
E. If any shipping date is specified, such date represents a good faith
estimate by Licensor. In any event, Licensor shall not be responsible for a
delay in shipment resulting from events or circumstances beyond Licensor's
control or for damages or losses attributable to any such delay.
F. Licensor reserves a purchase money security interest in Sensors delivered
pursuant to this Agreement in order to secure the prompt and full payment
of the purchase price and other amounts due hereunder. Licensee agrees that
Licensor may execute in Licensee's name and file with the appropriate
authorities a financing statement to further perfect its security interest
under applicable law.
G. Licensor warrants that the Sensors shall be manufactured by it in
accordance with the design, manufacturing, performance and packaging
specifications, and the quality control and testing standards as the
parties may from time to time agree upon in writing. Licensor warrants that
Sensors and Licensor's manufacturing procedures will comply with all
requirements of applicable governmental bodies in the United States. Except
as provided above, LICENSOR HEREBY EXPRESSLY
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DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES WITH RESPECT
TO THE LICENSED DEVISES OR SENSORS PURCHASED HEREUNDER, WHETHER WRITTEN,
ORAL, IMPLIED OR INFERRED BY TRADE, CUSTOM OR PRACTICE, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES
FOR DAMAGES OF ANY KIND, WHETHER DIRECT, CONSEQUENTIAL OR OTHERWISE
RELATING TO THE PERFORMANCE OF ANY SENSOR. IN NO EVENT SHALL LICENSOR'S
LIABILITY UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE FOR THE SENSORS
PURCHASED HEREUNDER.
H. If Licensee does not pay the full amount of the purchase price and other
amounts specified under this Agreement or in any other order from Licensor
as and when due, then, in addition to its other rights or remedies
hereunder and under applicable law, Licensor may withhold performance of
its obligations hereunder or cancel any outstanding orders, without
liability to Licensee by Licensor, and without discharge or mitigation of
any of Licensee's obligations.
I. Licensee may not cancel or assign any order given to Licensor without the
prior written consent of Licensor, which Licensor may withhold in its sole
and absolute discretion.
J. Nondelivery or default by the Licensor as to any installment shall not be
deemed a breach of this Agreement except as to such installment. Such
nondelivery or default shall not relieve Licensee from its obligation to
accept and pay for any subsequent or prior installment, regardless of
whether such nondelivery substantially impairs the value of this contract.
6. USE OF TRADEMARKS, TECHNICAL INFORMATION AND KNOW-HOW
Licensee, and, if Licensee performs its obligations hereunder, Licensor, agree
to freely exchange any Technical Information and Know-How developed by them
through an open and continuous dialogue regarding their operations. [Licensor
agrees hereby to license at no additional cost to Licensee any and all
trademarks and service marks owned by Licensor.] Such license(s) shall be solely
for use in connection with sale of the Devices in the Territory, and shall not
include any information regarding manufacturing processes or equipment.
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7. NOTICE
Any notice to be given pursuant to the terms of this Agreement shall be
addressed as follows:
If to the Licensor: Xxxxxxxx Xxxx, President
Scantek Medical, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx
If to the Licensee: Xxxx Xxxxxxxxx, President
XXXXXXX CORP, S.A.
BRANDZEN, 1984, 704
MONTEVIDEO, URUGUAY
8. NECESSARY DOCUMENTS
The Licensee shall furnish to the Licensor, or to nominees and patent attorneys,
all information and documents regarding any inventions or improvements developed
by the Licensee, including the apparatus, processes, and formulas in respect
thereof, in order to enable the Licensor to operate thereunder and to enable its
attorneys to prepare and prosecute Patent applications therefor, with respect to
any and all improvements developed by Licensee the understanding that, if so
requested by the Licensor, such attorneys shall collaborate with such other
Patent attorney as the Licensor may designate. The Licensor shall (at Licensee's
expense) render to the Licensee such services in their consulting capacity as
may be necessary in order to instruct the Licensee, or its appointed
representative, in all operations pertaining to the industrial and commercial
exploitation of the Inventions.
9. OWNERSHIP OF PATENTS
All Patents shall be the exclusive property of the Licensor, subject to the
exclusive license hereby granted. The Licensor shall, upon demand, execute and
deliver to the Licensee such documents as may be deemed necessary or advisable
by counsel for the Licensee for filing in the appropriate Patent offices to
evidence the granting of the exclusive license hereby given. No additional
patents covering any technology developed by Licensor, or the Licensee which
uses the Licensor's technology as a starting point, shall be applied for by the
Licensee without the Licensor's express written consent.
10. INFRINGEMENT
The Licensee shall defend at its own expense all infringement
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suits that may be brought against it on account of the assembly, use, or sale of
the processes, apparatus and Licensed Devices, covered by this Agreement, and
when information is brought to its attention indicating that others without
license are unlawfully infringing on the rights granted by Paragraph I hereof,
it shall prosecute diligently any infringer at its own expense. If the Licensee
finds it necessary or desirable in any suit which the Licensee may institute,
the Licensee may join the Licensor as parties plaintiff. In such event, the
Licensor shall not be chargeable for any costs or expenses. In connection with
such suits, the Licensor shall execute all papers necessary or desirable and the
Licensor shall testify in any suit whenever requested to do so by the Licensee.
All out-of-pocket expenses o the Licensor for travel, accommodations, and meals
(but not for lost income) shall be paid by the Licensee whenever such testimony
is requested.
11. NEW INVENTIONS/TEST RESULTS
If during the continuance of this license the Licensee makes any further
improvements in the Licensed Devices, the Technical Information and Know-How or
the Technology or the mode using the or becomes the owner of any such
improvements either through Patents or otherwise, then it shall and hereby does
assign such improvements to the Licensor which shall give the Licensor full
information regarding the mode of using them. However, during the term of this
Agreement, the Licensee shall be entitled to use th same with all rights which
they hereby grant to the Licensee in respect to the Technology and the Technical
Information without paying any additional royalty with respect thereto. Licensee
shall also provide Licensor with any and all test results arising from tests of
a Licensed Devices as soon as such results are available.
12. ARBITRATION
Except as otherwise provided herein, any dispute under this Agreement shall be
settled by arbitration in pursuant to the Commercial Rules, then obtaining, of
the American Arbitration Association, such arbitration to be conducted in New
York, New York or such other lace as the parties hereto may mutually agree.
13. BENEFIT
This Agreement shall be binding upon and inure to the benefit the parties hereto
and their successors in interest.
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14. NONDISCLOSURE
A. CONFIDENTIAL INFORMATION. (i) Upon the effective date and thereafter during
the term of this Agreement, Licensor shall make available to Licensee full and
complete Technical Information and Know-How possessed on the date of this
Agreement by Licensor relating to the Licensed Devices, except with respect to
manufacturing processes and equipment. Licensor shall not during the term of
this Agreement disclose to any other person, firm or corporation in the
Territory other than Licensee, any technical information relating to the subject
matter of this Agreement. Nothing, contained in this Agreement shall be
construed to require Licensor to disclose to Licensee any information which
Licensor shall have acquired from others if the disclosure thereof to Licensee
would breach any of the then existing obligations of Licensor.
(ii) Licensee shall not use or disclose any information received from Licensor
under this Agreement for any purpose other than the assembly and sale of the
Licensed Devices covered by this Agreement. Licensee shall not disclose any
information received from Licensor under this Agreement to any person except
persons in Licensee's employ to whom it shall be necessary to make such
disclosure to enable Licensee to obtain the benefit of such information in the
assembly OF Licensed Devices which are included within the subject matter of
this Agreement, and any such person shall receive such information only after
agreeing in writing to hold same in strictest confidence and to use same only
for the purposes specified and permitted in this Agreement. The foregoing
restrictions on disclosures of information shall apply so long as the
information has not properly come into the public domain by such disclosure in
issued patents or otherwise.
(iii) All employees of Licensee who shall be given access to confidential
Technical Information and Know-How shall execute a Non-Disclosure and Assignment
Agreement in form acceptable to Licensor.
B. PATENTS. (i) Licensee may, only with the express written consent of the
Licensor and at its own expense, apply for patents in any country on any
discovery or invention which Licensee or its employees shall have obtained prior
to the termination of this Agreement on any product or process related to the
subject matter of this Agreement, notifying Licensor of its intention, keeping
Licensor currently informed of its activities in respect thereto, and providing
Licensor with copies of patent applications and amendments thereto, patent
office communications, and other relevant papers. All such patent applications
or issued patents must be assigned to the Licensor.
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(ii) Licensor hereby grants to Licensee a nonexclusive, royalty-free license to
make, use and sell without limitation under any such discovery or invention and
any patent application, and any patents granted thereon, including renewals and
reissues thereof, to the extent that they relate to the subject matter of this
Agreement, which licenses shall extend to the end of the full term of the
Agreement. These licenses shall not be assignable or divisible, and shall not
include the right to grant sublicenses.
C. TRADEMARKS. During the term hereof, Licensor, through its designated
representative or representatives, [will] [grants to Licensee the right to]
affix, without charge to Licensee, the Trademarks set forth on Exhibit E (the
"Trademarks") as marks of certification to Licensed Devices assembled in the
Territory by Licensee through the operations, practices, licenses, and processes
which are the subject of this Agreement, provided:
(i) that Licensee performs all tests and maintains such controls on the Licensed
Devices as may be specified by Licensor;
(ii) that all labels and packages for the Licensed Devices conform to the
specifications of Licensor;
(iii) that Licensee submits to Licensor, when requested by Licensor, a sample or
samples of the Licensed Devices, or the packages or labels therefor, or of any
material at any stage of preparation so that Licensor may review or test the
same or have it tested at any laboratory of its choice;
(iv) that if any such product or material, label or package at any stage of
production, or any packaging operation does not conform to the quality standards
or specifications furnished to Licensee by Licensor, Licensee complies with the
request of Licensor not to sell nor otherwise dispose of the products nor to
proceed further with the preparation of such material or with such packaging
operation.
(v) Licensee will comply with the instructions of Licensor with respect to the
manner in which the Trademarks shall be used upon or in connection with the
Licensed Devices, labels, packages, advertisements, and other materials relating
to the Licensed Devices, and also with respect to the form and content of all
such labels, containers, and advertising.
15. ADVERTISING, MARKETING AND SALES
A. During each Contract Year, Licensee shall assure that its distributors shall
have sufficient quality personnel and
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capital recourses to effect the sales of the Licensed Device. (should allocate
X% of $)
B. Licensee has the responsibility to assure that the Distributors have
sufficient marketing materials to enable the sales personnel to function
properly.
16. NON-COMPETITION
In order to induce Licensor to enter into this Agreement, Licensee agrees that
neither Licensee, nor its shareholders, officers, directors or principals (with
the exception of Licensor and Hall's interest in Licensor), will during the term
of this Agreement or, for a period of five (5) years from the date of
termination hereof, manufacture Sensors or purchase Sensors manufactured by any
entity other then Licensor for use in the Licensed Devices or any competing
device, or directly or indirectly own, manage, operation or control of or be
connected as an officer, director, shareholder, partner, consultant, owner,
employee, agent, lender, donor, vendor or otherwise, or have any financial
interest in or aid or assist anyone else in the conduct of any competing entity
which manufactures, distributes or offers for sale goods similar to the Licensed
Devices to any competing entity. Licensee, and its shareholders, officers,
directors and principals further agree that they will not (i) personally, or
cause others to personally induce or attempt to induce any employee to terminate
their employment with the Licensor; (ii) interfere with or disrupt the
Licensor's relationship with its suppliers or employees; or (iii) solicit or
entice any person to leave their employ with the Licensor. For the purposes
herewith, the term "competing entity" shall mean any business or enterprise of
any and every kind whatsoever which is engaged in the manufacture, distribution
or sale of goods similar to the Licensed Devices, anywhere in the world;
provided, however, that ownership of one (1%) percent or less of any class of
outstanding securities of a company whose securities are listed on a national
securities exchange or which has not fewer than 1,000 shareholders shall not be
deemed to constitute ownership or participation in the ownership of the business
of such company. If any portion of this Paragraph 16 shall be determined to be
invalid and unenforceable, such determination shall not affect the validity or
enforceability of the balance hereof, and such balance shall remain in full
force and effect. In the event of any breach by Licensee of the provisions
hereof, the Licensee acknowledges that the Licensor will not have an adequate
remedy at law and the Licensor will be entitled to institute and prosecute
proceedings in an appropriate Court of competent jurisdiction and to obtain an
injunction restraining the Licensee from violating the provisions of this
Agreement without posting a bond or other security.
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17. INSURANCE
Licensee and its subcontractors, and sublicenses, if any, shall carry product
liability insurance with respect to the Licensed Devices with a limit of
liability of not less than $1,000,000 and Licensor, its agents and affiliated
companies shall be named therein as coinsured. Such insurance may be obtained in
conjunction with a policy of product liability insurance which covers products
other than the Licensed Items and shall provide for at least ten (ten) days
prior written notice to Licensor of the cancellation or substantial modification
thereof. Licensee shall deliver to Licensor a certificate evidencing the
existence of such insurance policies promptly after their issuance. Licensee
hereby agrees to provide Licensor a copy of said insurance policy within sixty
(60) days from the effective date of the License Agreement.
18. LAWS.
This Agreement shall be construed, and all the rights, powers, and liabilities
of the parties hereunder shall be determined in accordance with the laws of the
State of New Jersey.
19. WAIVERS.
No omission or delay of either party hereto in requiring due and punctual
fulfillment by the other party of the obligations of such party hereunder shall
be deemed to constitute a waiver of its right to require such due and punctual
fulfillment or of any of its remedies hereunder.
20. ASSIGNMENT.
Neither this Agreement nor any part thereof may be assigned by Licensee without
the written consent of Licensor.
21. RELATIONSHIP BETWEEN THE PARTIES.
In providing Technical Information and Know-How and technological assistance,
Licensor and its employees are acting in an advisory capacity only. Neither
Licensor nor its related companies, nor their employees, shall have any
responsibility for the design, construction, or installation of facilities and
equipment contemplated under this Agreement nor for any decisions which may be
made in connection therewith, whether upon the recommendation of such employees
or otherwise.
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22. DISCLAIMER OF WARRANTIES OF TECHNOLOGY
The Licensor does not warrant the legality, validity or genuineness of the
Patent or of the rights of the Licensor and assumes no responsibility or
liability to the Licensee.
23. MANUFACTURED ARTICLES TO CONTAIN PATENT NOTICE
In every country where a patent is in effect, the Licensee shall affix to every
Licensed Device manufactured by him under this license a label or plate (to be
supplied by the Licensor) containing a statement that it was patented by the
Licensor on a date specified, and no such Licensed Device shall be sold without
such label or plate.
24. DEFAULT OF LICENSEOF LICENSE
In the event that the Licensor is insolvent, has made an assignment for the
benefit of Licensor's creditors or files under the Bankruptcy laws, Licensee
shall have the right to immediately assume control of the sensor production
utilizing Licensee's equipment either in Licensor's facility or at any other
location.
In the event that the license granted hereunder is terminated for any reason,
Licensor shall have no right to utilize Licensee's machinery or channels of
distribution without the express written consent of Licensee.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HANDS ON THIS 22 DAY OF
SEPTEMBER, 1997.
XXXXXXX CORP. S.A. SCANTEK MEDICAL, INC.
BY: BY:
----------------------------- ------------------------------------
XXXX PREMAVESI Xxxxxxxx Xxxx
President President
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EXHIBIT A
Patent Rights
Country Patent No.
Venezuela 44,664 Registered April 20, 1987
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EXHIBIT B
TERRITORY
SOUTH AMERICA, EXCLUDING CHILE, BUT SPECIFICALLY INCLUDING THE
FOLLOWING COUNTRIES:
BRAZIL
VENEZUELA
COLUMBIA
COSTA RICA
ECUADOR
NICARAGUA
PARAGUAY
PANAMA
PERU
BOLIVIA
ARGENTINA
URUGUAY
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EXHIBIT C
LICENSED DEVICES
Notwithstanding the following more specific description of the licensed device,
the Licensed Devices shall include any temperature sensing device manufactured
by the Licensor using the patented technology set forth in the Patents listed in
Exhibit A or improvements thereto.
The BTAI is an early diagnostic direct reading, digital device to screen the
breast for abnormalities, including cancer.
The BTAI measures underlying breast tissue temperature and not skin surface
temperature by retaining the emitted heat when BTAI is placed against the breast
for 15 minutes. The averaged and recorded reading on the BTAI has taken into
consideration that the temperature patterns of a woman's breasts are closely
symmetrical. This method detects abnormalities by comparing the temperature
differences in the corresponding areas of a woman's breasts.
The BTAI device consists of a pair of non-woven pads made of spunfiber material,
each of which has three wafer-thin, pliant, aluminum foil, and temperature
responsive segments attached to its inner surface. Each segment is wedge-shaped
and contains 18 columns or bars of thermal dots. These dots contain a chemical
heat sensor that changes color when exposed to a specific temperature.
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EXHIBIT D
MINIMUM NET SALES
The minimum net sales are set forth below.
Year* Minimum Product Purchases-Monthly
---- ----------------------------------
1998 $20,000
1999 $35,000
2000 $65,000
2001 and thereafter/FS $90,000
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EXHIBIT E
TRADEMARKS
BreastAssure
BAI
BTAI
BreastCare
BCSI
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