LICENSE AGREEMENT CONSUMER CHEMICALS AND PROPRIETARY REMEDIATION TECHNOLOGY
CONSUMER
CHEMICALS AND PROPRIETARY REMEDIATION TECHNOLOGY
INTRODUCTION
1.
BioGenesis Enterprises, Inc. (BGE) has developed certain proprietary trade
secret chemical formulations (hereinafter (“proprietary chemicals”) for
industrial use that also have broad applications in consumer markets. BGE has
also developed certain technologies for the remediation of contaminated soil,
sediment, and structures. Some of these are patented technologies and some
are
proprietary trade secret technologies (hereinafter “proprietary remediation
technologies”).
2.
Summit
Environmental Corporation, Inc. (SECI) has developed the capability to market
and implement certain BGE proprietary chemicals in consumer markets, and also
to
implement and market BGE’s unpatented proprietary remediation
technologies.
3.
SECI
desires to license, and BGE desires to grant a license, as set forth in this
[sic] for certain proprietary chemicals applicable to consumer markets, and
also
for certain unpatented but proprietary remediation technologies.
CONSUMER
CHEMICAL TECHNOLOGY LICENSE
4.
BGE
grants to SECI a worldwide exclusive license to use and implement certain
proprietary chemicals in various products marketed through consumer retail
channels. These chemicals are:
(a.)
Safe
Tree Protectant
(b.)
Odor
Control
(c.)
Spot/Stain Remover
(d.)
Oil
Remover
5.
All
conversion, consumer testing, government qualification, inventory and marketing
costs are the responsibility of SECI, and marks, listings, validations and/or
certifications, if any, shall belong to SECI.
6.
In
addition, SECI may identify additional product(s) to be introduced through
its
network. Subject to mutual agreement at the time of identification, BGE will
extend immediate exclusivity for the identified consumer product. BGE warrants
to SECI not to unreasonably deny SECI’s requests and SECI warrants to BGE not to
make said request without verification of planned product
development.
7.
Existing customers of BGE for products in paragraph 4 are grandfathered, and
will remain BGE’s customers. These customers are:
-
Advanced Bionomics Inc.
-
BioPro,
LLC
-
Seasoil
LLC
Exhibit
10.12
Page
1 of
3
Existing
customers of BGE, if any, for products subsequently licensed under paragraph
6
will be grandfathered, and such customers will be identified in the grant of
exclusivity.
8.
BGE
will manufacture the chemicals for SECI’s exclusively licensed products, such
chemicals to be invoiced with net 30 terms at BGE’s published wholesale special
pricing to SECI for its equivalent industrial products. Such pricing is
guaranteed to be the most favorable provided to any wholesale BGE
customer.
PROPRIETARY
REMEDIATION TECHNOLOGY LICENSE
9.
BGE
grants to SECI a world-wide, non-exclusive license to use and apply available
BGE non-patented but proprietary remediation technologies for soil, sediments,
and structures, either as ordinary projects or in emergency response
situations.
10.
When
a potential client is introduced by SECI, and the client has not already been
in
touch with BGE concerning a possible project, BGE agrees not to circumvent
SECI’s sales efforts. Likewise, SECI agrees not to pursue a project opportunity
already being developed by BGE. In accordance with the provisions of paragraph
11 below, SECI identifies the following listed companies:
-
Xxxxxx
Oil, New Orleans, Louisiana
-
The
Government of New Zealand
-
BioSociety of New Zealand
-
Trussco
Contractors/Omni Remediation, Lafayette, Louisiana
-
Shell
Oil of Nigeria
-
Asha
Terra, Seattle, Washington (reorganized company).
11.
SECI’s notification of a project or emergency response action for a particular
client will convert the license from non-exclusive to exclusive for that client,
each converted license to contain a non-competition clause. In the event that,
after performing such a project, SECI, for whatever reason in its sole
discretion, decides not to pursue a succeeding project(s) with the now-exclusive
client, then BGE may, at its option, pursue the project.
12.
At
such time as, by mutual agreement, SECI has acquired the infrastructure and
capability to fully implement said BGE proprietary remediation technology(s)
worldwide, the non-exclusive license will convert to exclusive.
INTELLECTUAL
PROPERTY
13.
BGE
retains the ownership of the intellectual property related to this agreement
including proprietary chemical formulations, process designs, and equipment
designs. Unless otherwise mutually agreed, all BGE proprietary chemicals and
proprietary equipment used by SECI under this agreement will be purchased/leased
from BGE.
Exhibit
10.12
Page 2
of 3
14.
BGE
grants SECI the limited right to use the names “BioGenesis” and “BioGenesis
Enterprises, Inc.” for promotional purposes, subject to BGE’s prior review of
all print, media, and internet copy.
CONSIDERATION
15.
As
consideration for the grant of the exclusive license for the consumer chemicals
named in paragraph 4 herein, SECI will issue 500,000 shares of its restricted
common stock with a covenant to file an SB-2 Post-Effective Amendment when
SECI’s currently filed SB-2 is cleared, through the company’s securities
counsel. In addition, BGE shall grant to SECI a license for non-exclusive but
convertible to exclusive license of proprietary remediation technologies for
project and/or customers as outlined [in] paragraphs 10 and 11 herein above.
Additionally, SECI will grant 500,000 stock purchase options, with expiration
three years from the date of issue, to purchase SECI common stock at an exercise
price that is derived as the midpoint between the bid and asked price at the
close of business on the day that this is executed by both parties. For products
developed and sold for wholesale/retail consumption, SECI agrees to pay to
BGE a
royalty of 3% of the total sales price paid by customers for said consumer
products for as long as each product is produced and/or marketed by SECI. The
royalty shall be due and payable on the 15th
day of
the month for all paid for sales received by SECI in the previous
month.
MISCELLANEOUS
16.
The
terms and conditions of the licenses granted under this agreement shall be
binding on any successor in interest of BGE and SECI.
| Date: 2-1-06 | Date: 2-1-06 | |
|
/s/
Xxxxxx Xxxxxx
|
/s/
Xxxxx Xxxxxx
|
|
| BioGenesis Enterprises, Inc. | Summit Environmental Corporation, Inc. | |
| Xxxxxx X. Xxxxxx | Xxxxx Xxxxxx | |
| President & CEO | Chairman & CEO | |
Exhibit
10.12
Page 3
of 3
