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0000 XXXXX XXXXXXXXX
XXXXXXXXXXX, XXXXXXX
XXXXXX X0X 0X0
TEL: (000)000-0000
FAX:(000)000-0000
EXHIBIT 10.11
[XXXXXXXXX LOGO]
25 July 1997
Xx. Xxxxx Xxxxxxx
Director General
Laboratory and Scientific Service
Revenue Canada Customs and Excise
00 Xxxxxxx Xxx.
Xxxxxx, Xxxxxxx
X0X XX0
Dear Xxxxx:
Reference is hereby made to the Agreement, dated as of February 27, 1989, as
amended by Supplement Number 1, dated March 4, 1991, with respect to inventions
commonly designated "Sample Handling System for Molecular Analyser" -- Case
Number 9172 and "Narcotic Detector Using Ion Mobility Spectrometer" -- Case
Number 9281 (the "Agreement"), by and between Xxxxxxxxx Instruments Limited
("BIL") and Canadian Patents and Development Limited -- Societe Canadienne des
Brevets et D'Exploitation Limitee ("CPDL"). As you are aware, pursuant to an
Assignment of Agreement, dated January 2, 1992 (the "Assignment"), CPDL has
assigned its rights under the Agreement to Her Majesty the Queen in Right of
Canada as represented by the Minister of National Revenue (the "Department").
Capitalized terms used herein have the meanings ascribed thereto in the
Agreement unless otherwise defined herein.
Pursuant to the Agreement, the Department has granted to Xxxxxxxxx Research
Ltd., as the successor to BIL ("BRL"), the exclusive right and license in Canada
and the United States to make and have made, Licensed Products, with the right
and license throughout the world to use and sell Licensed Products and to use
the Licensed Process, including the right to grant sublicenses thereof to
purchasers of Licensed Products (collectively, the "License"), subject to the
reservation of certain rights by the Canadian government. Under Section 10.6 of
the Agreement and because no patents were ever issued, this exclusive License
expires on March 31, 1999 (the "Expiration Date").
As previously discussed by us, the Department hereby grants to BRL the option,
exercisable at BRL's discretion, to extend the term of the exclusive License
(by extending the Expiration Date thereof) for additional one-year periods;
provided, that in no event shall BRL have the right, without the further
consent of the Department, to extend the Expiration Date beyond March 31, 2009.
BRL shall be deemed to have elected to extend the term of the exclusive License
for an additional one-year period unless BRL provides written notice to the
Department not less than 30 days prior to the then-current Expiration Date that
it elects not to exercise its option to extend the License. Such notice shall
be given
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25 July 1997
Xx. Xxxxx Xxxxxxx
as provided in Section 12 of the Agreement, as modified by the Assignment.
During any extension of the License, the terms of the Agreement and BRL's
exclusive License shall continue in full force and effect as if the original
Expiration Date (and any previous extension thereof) had not occurred.
In exchange for the grant of the option referred to above, BRL hereby agrees to
the following indemnification of the Crown, which indemnification shall be
deemed to be incorporated by reference into the Agreement and the License:
BRL shall indemnify and save Her Majesty in right of Canada harmless
from and against all claims, demands, losses, costs, damages, actions,
suits, or proceedings by whomever made, brought or prosecuted and in
any manner based upon, arising out of, related to, occasioned by or
attributable to any use made of the IMS/IONSCAN technology by BRL or
by any of its clients or customers including any infringement or
alleged infringement of a patent or invention of any other kind of
intellectual property.
If the foregoing accurately summarizes our agreement, please so indicate by
executing a copy of this letter in the space provided below, at which time this
letter agreement will become a binding agreement between BRL and the
Department and shall inure to each of BRL and the Department their respective
successors and assigns. This letter agreement shall supersede the terms of the
letter agreement dated October 7, 1996, between BRL and the Department. This
letter agreement may be executed in counterparts, each of which shall be deemed
to be an original and all of which shall together constitute one and the same
instrument.
Yours sincerely,
XXXXXXXXX RESEARCH LTD.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
cc: Xx. X. Xxxxxxxx, Revenue Canada Customs and Excise, Ottawa
ACCEPTED AND AGREED:
Xx. X. Xxxxxxxx Aug. 1, 1997
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Authorized Signatory Date
