EXHIBIT 10.13
March 7, 2000
VIA U.S. MAIL AND E-MAIL
Xx. Xxxxxx Xxxxx
0000 Xxxx Xxxxxxx
Xxxxxxx, Xxx Xxxx 00000
Re: Option to license technologies
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Dear Xx. Xxxxx:
This letter, when countersigned by you, shall constitute an agreement
for an option to license existing and future nanoporous polymer molecular filter
technologies that are proprietary to you, including without limitation,
technologies for the manufacture of cross linked cycoldextrin polymer materials
covered by U.S. Patent Number 5,075,432; issued December 24, 1991; titled
"Spherical Cyclodextrin Polymer Beads" (collectively the "Technologies").
This shall confirm that you have granted to Manhattan Scientifics, Inc.
("MHTX") an exclusive option (the "Option") to negotiate an exclusive worldwide
license (the "License") to the Technologies, on the following terms:
1. The fee for the Option is $10,000.00 (ten thousand dollars), which amount
has been tendered by check together with this agreement.
2. The term of the Option shall be from March 15, 2000 through and including
September 15, 2000. MHTX shall have the right to renew the Option for an
additional term of six months from September 16, 2000 by tendering to you
an Option renewal fee of $10,000.00 on or before September 15, 2000.
3. MHTX may exercise the Option at any time during the term of the Option (as
same may become extended through renewal) by sending written notice of
exercise to you at the above address by overnight courier service. Such
notice shall be effective on the date it is delivered to an overnight
courier service by MHTX.
4. (i) If MHTX exercises the Option, MHTX and you shall promptly negotiate
the terms of the License in good faith. Notwithstanding the foregoing, and
among other things, the License shall contain provisions no less favorable
than the following:
(a) The License shall be exclusive, worldwide, perpetual, and cover all
fields of use;
(b) The License shall include the right of MHTX to sublicense the
Technologies;
(c) MHTX shall provide you with a non-refundable, recoupable advance
against royalties (in the form of either cash or MHTX common stock)
having a value of not less than $100,000.00;
(d) Royalties on the License shall be 3.5% of net sales. "Net sales"
means gross sales of nanoporous polymer filtration raw material
manufactured using the Technologies, less discounts, delivery costs
and returns. In the event that, after the second calendar year
following the year in which the
exclusive license is granted, royalties received are less than
$25,000 the license shall become non-exclusive; and
(e) The License shall include the Technologies and all subsequent
intellectual property developed that relates to the Technologies.
(ii) If MHTX and you have not executed a license agreement within 30 days
after MHTX exercises the Option, then this agreement, and specifically
section 4(i) above, shall automatically be be deemed to be the license
agreement between the parties. Other terms not stated herein will be
governed by law and/or custom.
(iii) Upon exercise of the Option, it is intended that MHTX will enter
into a research and development agreement with Xxxxx, upon reasonable
terms to be agreed, whereunder Xxxxx will further develop, enhance and
refine the Technologies for MHTX.
5. You make the following representations and warranties to MHTX: (a) that
the Technologies are original, are solely owned by you, and are not
subject to claims by any third parties; and (b) that you are authorized to
enter into this Option agreement (and the License) and that the rights of
no other entity will be violated thereby. If any of these representations
are not true, and MHTX suffers liability or expense as a result, you will
indemnify and defend MHTX.
6. Except for a non-disclosure agreement date February 21, 2000 between
MHTX and you (which is hereby incorporated by reference), this
Agreement contains the entire understanding between the parties, and
any promises not contained herein shall have no force or effect. This
Agreement may only be amended by a writing signed by all parties. This
agreement shall be governed by and construed in accordance with the
laws of the State of New York. The parties consent to jurisdiction in
New York, and agree that venue of any action shall be in New York
County.
Kindly indicate your agreement by countersigning this letter in the
space provided below and returning the countersigned copy to me by facsimile,
with the original to follow by overnight courier.
Very truly yours, MANHATTAN SCIENTIFICS,
INC.
By: /s/ X X Xxxxxx
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AGREED AS AFORESAID:
Xxxx Xxxxxx
Chief Operating
Officer, Manhattan Scientifics, Inc.
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX
