Exhibit 10.32
Exclusive Licensing Agreement
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Whereas Longport, Inc. is the owner of the patent rights to a new medical
technology which Longport calls the "soft tissue diagnostic scanner," developed
in part by ▇▇. ▇▇▇▇ ▇▇▇▇▇; and
Whereas Longport, Inc. expects the full marketing of this product to be
initiated in the United States sometime during 1998, and requires a national
marketing presence to market the technology to hospitals, clinics, physician
groups and other potential professional medical users; and
Whereas National Health and Safety Corporation currently has under contract
more than 280,000 physicians and surgeons, 3,300 hospitals and in-patient
treatment facilities, and thousands of other potential users of the technology,
and also has a national network of more than 400 brokers who can, when trained,
represent the technology to potential professional markets nationwide; and
Whereas ▇. ▇. ▇▇▇▇▇▇ Associates can provide national sales capabilities to
Longport Inc. through both its relationship with National Health and Safety
Corporation and numerous other contacts outside of National Health & Safety.
Therefore, ▇. ▇. ▇▇▇▇▇▇ Associates, National Health and Safety Corporation, and
Longport, Inc. agree as follows:
1. Longport agrees to license to ▇. ▇. ▇▇▇▇▇▇ Associates the exclusive marketing
rights for all of North America to market to and through its network of contacts
(at its option, including but not limited to National Health and Safety
Corporation) the entire line of medical products manufactured and/or marketed by
Longport, Inc. Longport also agrees to license to ▇.▇. ▇▇▇▇▇▇ and Associates the
non-exclusive rights to market the Longport product to Pacific rim countries,
although the marketing efforts may need to be coordinated with other marketing
agents. These exclusive marketing rights shall not in any way preclude Longport
from directly marketing its technology to any customer base in or outside the
United States.
2. ▇. ▇. ▇▇▇▇▇▇ Associates agrees to pay Longport according to the following
payment schedule in return for the ongoing exclusive rights as described above:
a. $10,000 on January 15, 1998.
b. An additional $20,000 by February 1, 1998.
C. Quarterly payments of $30,000 on the following dates:
April 1, 1998
July 1, 1998
October 1, 1998
d. A total of $60,000 each fiscal quarter commencing in 1999.
3. The term of this exclusive licensing agreement shall be for two years, with
and automatic annual renewal of one year at $30,000/month unless either party
shall notify the other party in writing at least 60 days prior to the completion
of this agreement on December 31, 1999.
4. ▇. ▇. ▇▇▇▇▇▇ Associates agrees to use its best efforts to market Longport
technology and products both in the North American and the international
marketplace and to coordinate its marketing efforts closely with the business
plans of Longport, Inc.
5. National Health and Safety Corporation agrees to cooperate with ▇. ▇. ▇▇▇▇▇▇,
Associates and to provide its best efforts to market Longport technology and
products to North American and International markets, and to coordinate its
marketing activities with ▇.▇. ▇▇▇▇▇▇ Associates and Longport, Inc.
6. RDBA and Longport agree to work in good faith with each other to develop and
execute a business and marketing plan during the next 3 months, achieving the
following overall goals within the next 12 months:
a. To identify and secure ongoing financial investment necessary to
manufacture Longport equipment and other products including the scanner.
The financing will also enable Longport/RDBA to secure a reasonable
full-time staff, headed by ▇▇. ▇▇▇▇ ▇▇▇▇▇ and to complete the approval
process from the FDA.
b. To prepare a marketing plan which will act as a blueprint for the
national marketing and promotion of the Longport technology.
c. To commence presentation and demonstrations of the Longport technology
to prospective hospitals, clinics and other sites, generating revenues for
both companies.
d. To design and print marketing materials effective in the sales and
marketing of the Longport technology.
e. To recruit and train a national network of brokers to market the
Longport technology within carefully defined and quality controlled
guidelines.
f. To apply for and make significant measurable progress toward obtaining
the full approval of the FDA for the commercial marketing of the scanner
technology within the United States.
7. RDBA shall function as a joint venture between RDBA and Longport in the
marketing of the Longport technology. All marketing costs will be paid by RDBA
all costs of equipment manufacturing, training and customer service will be paid
by Longport, and all net operating profits will be equally shared between RDBA
and Longport.
Agreed to on the 9th day of December, 1997.
For ▇.▇. ▇▇▇▇▇▇ Associates
/s/ ▇. ▇. ▇▇▇▇▇▇ Pres
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For Longport, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Pres
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For National Health and Safety Corporation
/s/ ▇▇▇▇▇ ▇. Fotts V.P.
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OPTION AGREEMENT
Longport, Inc. agrees to provide to ▇.▇. ▇▇▇▇▇▇ Associates an option to expand
the exclusive marketing license dated December 9, 1997 to include all products
and applications of the ultra-sound "scanner" technology, including but not
limited to early cancer detection applications as announced by Longport, Inc. on
November 18, 1997 press release.
Under this otion, ▇.▇. ▇▇▇▇▇▇ Associates would increase its quarterly payments
from $30,000 to $150,000 per quarter. Longport, Inc. agrees to pay for all costs
of manufacturing, FDA approvals and all other necessary government compliance
and approvals, technical upgrades to the technology and Longport, Inc. overhead
costs.
This option will terminate at the close of business on December 18, 1997 unless
activated by that time by ▇.▇. ▇▇▇▇▇▇ Associates.
/s/ ▇.▇. ▇▇▇▇▇▇ 12/9/97
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▇. ▇. ▇▇▇▇▇▇ Associates date
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 12/9/97
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Longport, Inc. date
