LICENSE TERMINATION AND EXTINGUISHING AGREEMENT
Exhibit
10.4
This
License Termination and Extinguishing Agreement ("Termination Agreement") is entered into as
of March 31, 2010, by and between New Nycon, Inc. a Delaware corporation with an
address of Xxx Xxxxxxxxx Xxxxxxxxx #000 Xxxxxxx, XX 00000, a wholly owned
subsidiary of Pure Earth, Inc. ("Licensee") and Xxxx X. Xxxxxxxxxxx with an
address of X.X. Xxx 00 Xxxxxxxxx, XX 00000 ("Licensor"). Capitalized terms
used herein and not otherwise defined shall have the respective meanings
ascribed to them in that certain License Agreement dated as of 30th day of
April, 2008 by and between Licensor and Licensee ("Exclusive License
Agreement”).
WHEREAS, the Licensor granted
the Licensee the exclusive right and license to use the Technology and Products
pursuant to the License Agreement in accordance with the terms set forth
therein; and
WHEREAS, the Licensor and
Licensee now wish to terminate and extinguish the License Agreement in its
entirety and in accordance with the terms set forth in this Termination
Agreement.
NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises contained herein and
for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Termination.
The Licensor and the Licensee hereby terminate and extinguish the
Exclusive License Agreement effective as of the Termination Date (as defined
below). In furtherance of the foregoing, as of the Termination Date, Licensor
shall terminate and Licensee shall relinquish all of Licensee's rights set forth
in the Exclusive License Agreement, including, without limitation, Licensee's
right to use or sublicense in any manner the Technology, Product, Patents,
Licensed IP or the Trademarks. The Licensee agrees that any rights or
obligations contained within the Exclusive License Agreement shall be of no
further force and effect.
2. Termination Fee.
The Licensor and the Licensee hereby agree that neither party shall be due
any Termination Fee or other obligation one-to-the-other
whatsoever.
3. Effective Date of
Termination. The termination of the Exclusive License Agreement
provided for in Section 1 herein shall occur and be effective as of the date
first above written.
By New
Nycon, Inc. (Licensee)
|
/s/ Xxxxx Xxxxxxxxxx
|
|
[Signature]
|
|
By
Xxxx X. Xxxxxxxxxxx (Licensor)
|
|
/s/ Xxxx X. Xxxxxxxxxxx
|
|
By
Pure Earth, Inc. (Shareholder of Licensee)
|
|
/s/ Xxxxx Xxxxxxxxxx
|
|
[Signature]
|
