Exhibit 10.15
ADDENDUM NO. 1 TO AGREEMENT REGARDING INTELLECTUAL PROPERTY RIGHTS
by and between:
Xxxxxx Xxxx, a Norwegian citizen resident in Xxxxxxxxx 00, 0000 X0, xxx
Xxxx, Xxx Xxxxxxxxxxx (hereinafter referred to as Xxxx); and Per Bull
Haugsoen, a Norwegian citizen, residing at Xxxxxxxxx 00, 0000 Xxxx
(hereinafter referred to as Haugsoen)
on the one hand,
and
Marine Shuttle Operations AS, a Norwegian Company having its registered
office at Xxxxxxxxxxxx 00, 0000 Xxxxxxx; and Marine Shuttle Operations
Inc, a company organized and existing under the laws of Nevada, USA,
having its principle place of business at 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxxxx, Xxxxx 00000, XXX; (hereinafter jointly and individually
referred to as MSO)
the following Addendum No. 1 to The Agreement Regarding Intellectual Property
has today been entered into:
1. Background
1.1 On March 31, 1998, Xxxx and Haugsoen entered into an Agreement
Regarding Intellectual Property (the "Original Agreement") with
Offshore Shuttle AS (hereinafter referred to as OSAS). Under the
Original Agreement, which is enclosed herewith as Exhibit 1, Xxxx and
Haugsoen transferred to OSAS all Rights (as defined in the Original
Agreement) pertaining to the Offshore Shuttle Concept, subject to the
conditions and qualifications contained in the Original Agreement.
1.2 Subsequent to the execution of the Original Agreement, OSAS (and its
successor by merger, MSO) has actively pursued the further development
of the Offshore Shuttle Concept as contemplated by the Original
Agreement.
1.3 During the Winter and Spring of 1999, the development of the Offshore
Shuttle concept has reached a level where detailed negotiations for
award of contracts for the design, construction and fabrication of the
first Offshore Shuttle are ongoing in parallel with negotiations with
credit institutions for procurement of the corresponding finance
facility.
2. Waiver of Rights - Transfer of Rights under Patent Applications
Subject to the fulfilment of the conditions contained in Article 3
hereof, Xxxx and Haugsoen agree, individually and collectively, to
forever waive and relinquish any and all rights to have the Rights
transferred back to them, individually or collectively, in accordance
with Article 2, 2nd paragraph of the Original Agreement.
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Xxxx and Haugsoen further agree, individually and collectively, to
forever waive and relinquish any and all rights of first refusal in the
event of assignment of the said Rights to any Third Party as provided
in Article 5 of the Original Agreement.
Except as provided for in Article 3 of this Addendum, the waiver of
rights as contained in the foregoing paragraphs hereof is irrevocable
and unconditional and shall be contingent upon no other circumstance or
condition.
Upon completion of those conditions as specified in Article 3 hereof,
Xxxx and Haugsoen undertake, individually and collectively, to execute
any such document(s) which may be requisite or proper in order to more
effectively waive and relinquish the Rights, such that all rights to
the Offshore Shuttle Concept are vested in MSO.
3. Conditions Precedent
The waiver of rights as contained in Article 2 hereof shall only become
effective upon satisfaction of the following conditions:
o The receipt by MSO, or any company or entity controlled directly or
indirectly by MSO, of a written commitment for a financing (debt,
equity or other) for the full and complete design and fabrication
of the first Offshore Shuttle.
o The entering into by MSO, or any company or entity controlled
directly or indirectly by MSO, of such contracts as are required
for the design, construction and complete fabrication of the first
Offshore Shuttle.
o Completion of the Stock Exchange Agreements referred to below under
Article 5.1 of this Addendum No. 1.
The conditions in this Article 3 shall all be fulfilled within 24
months from the execution of this Addendum No. 1, or otherwise this
Addendum No. 1 shall be null and void.
4. Consideration
In consideration of the waiver of the Rights as provided herein MSO
shall grant to each of Xxxx and Haugsoen warrants to purchase 125,000
(one hundred and twenty five thousand) shares of common stock of Marine
Shuttle Operations Inc at value 1 - one - U.S. Dollar per share. Such
Warrants are enclosed herewith as Exhibits 2 and 3, respective, and
shall be granted immediately only upon satisfaction of the conditions
defined in Article 3 hereof.
5. Various
5.1 The parties agree that the Stock Exchange Agreements entered into in
April, 1998 between Marine Shuttle Operations Inc. and respectively
Xxxx and Haugsoen shall be closed without any undue delay. In this
respect, Marine Shuttle Operations Inc. undertakes to take such
actions, hereunder submitting the appropriate letter of
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instructions to the Transfer Agent as to the names in which the share
certificates should be registered and where the certificates should be
sent. Additionally, Marine Shuttle Operations Inc. will cause a legal
opinion by counsel to be submitted to the Transfer Agent regarding the
issuance of the shares under applicable securities laws. Such actions
shall be taken by Marine Shuttle Operations Inc. no later than 10 days
following the execution of this Addendum No. 1, and Marine Shuttle
Operations Inc. further undertakes to use its best effort to insure the
diligent and timely completion of the stock exchange.
5.2 Xxxx and Haugsoen each agree that in connection with any future
underwritten public or private offering of Marine Shuttle Operations
Inc. common stock, upon request of Marine Shuttle Operations Inc. or
the principal underwriter managing such public offering, the shares of
common stock of Marine Shuttle Operations Inc. then held by each of
them may not be sold, offered for sale, or otherwise disposed of
without the prior written consent of Marine Shuttle Operations Inc. or
such underwriter, as the case may be, for a specific period, at least
90 days after the effectiveness of the registration statement filed in
connection with such offering (or such longer period of time as the
Marine Shuttle Operations Inc. Board of Directors may determine),
provided that all of the Company's executive officers (inclusive of
Directors and leading personnel) of Marine Shuttle Operations Inc. and
Marine Shuttle Operations AS, agree to be similarly bound. The
obligations under this Section shall remain effective for five (5)
years after the date hereof.
5.3 The parties agrees that this Addendum No. 1 shall be interpreted and
construed in accordance with the laws of The Kingdom of Norway.
***
This Addendum No. 1 has been executed in 4 - four - counterparts; one to each of
the parties and one to Marine Shuttle Operations Inc.
Oslo, Norway this ________ , 2000
Marine Shuttle Operations Inc.
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Per Bull Haugsoen
Marine Shuttle Operations AS
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Xxxxxx Xxxx
Enclosures
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