License Agreement
EXHIBIT
10.16
This
Agreement is made and entered into between individuals Xx. Xxxxxxxx Xxxxxxxx,
Xxxxx Xxx 00, X-0000 Xxxxxxxxx, Xxxxxxx, and Xx. Xxxxxx Xxxx, Hintermetzentaler
4, A-6094 Axams, Austria (“LICENSORS”) and Pathogenics, Inc., a Delaware
Corporation (“LICENSEE”), having offices at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
XX 00000.
Whereas,
LICENSORS are the owners of the entire right, title and interest in the Patents
and/or Patent Applications described in Exhibit A attached hereto, and the
Technology described and/or claimed therein; and
Whereas,
LICENSORS are the owners of joint and several rights, titles and interests
in
the Patents and/or Patent Applications described in Exhibit A, and have been
contractually appointed by all the other owners to dispose of the entire right,
title and interest in the Patents and/or Patent Applications, and the Technology
described and/or claimed therein, as described in separate Inventor Revenue
Sharing Contracts in Exhibit B attached hereto; and
Whereas,
LICENSEE is desirous of obtaining an exclusive worldwide license in order to
practice the above referenced Technology covered by said Patent Rights and
to
manufacture, have manufactured, use and sell in the commercial market the
products made in accordance therewith; and
Whereas,
LICENSORS are desirous of granting such a license to LICENSEE in accordance
with
the terms of this Agreement.
Now,
therefore, in consideration of the foregoing and the mutual agreements contained
herein, the parties agree as follows:
ARTICLE
1
DEFINITIONS
1.1 “Patent
Rights” shall mean (i) the Patents and Patent Applications described in Exhibit
A attached hereto, the Technology described and/or claimed therein, and any
substitutions of patents and patent applications, divisions of patents and
patent applications, continuations of patents and patent applications,
continuations-in-part of patents and patent applications, patents issuing
thereon or reissues or re-examinations
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thereof
and any and all patents and patent applications corresponding thereto; (ii)
all
patents and patent applications to the extent assigned to LICENSORS and to
the
extent LICENSORS are able, under their obligations to third parties, to grant
rights to LICENSEE and on which Inventors are a named inventor, the Technology
described and/or claimed therein and any substitutions, divisions,
continuations, continuations-in-part, patents issuing thereon or reissues or
re-examinations thereof, which relate to the design, development and/or
manufacture of any products incorporating the Technology and any and all patents
and patent applications corresponding thereto; (iii) all patents and patent
applications to the extent assigned to LICENSORS and to the extent LICENSORS
are
able, under their obligations to third parties, to grant rights to LICENSEE
and
on which Inventors are a named inventor, the Technology described and/or claimed
therein and any substitutions divisions, continuations, continuations-in-part,
patents issuing thereon or reissues or re-examinations thereof which relate
to
any improvements in the Technology and any and all patents and patent
applications corresponding thereto. The patents and patent applications
corresponding thereto referred to in (i), (ii) and (iii) above, when filed
or
issued, will be automatically incorporated in and added to this Agreement and
shall periodically be added to Exhibit A attached to this Agreement and made
a
part hereof; provided, however, that failure to periodically add such patents
and/or patent applications thereto shall not be considered to exclude such
patents and/or patent applications from the meaning of “Patent
Rights.”
1.2 “Licensed
Processes” shall mean all technologies, methods, formulas, plans or processes
and any improvements thereof, relating to or which are covered in whole or
in
part by any claim contained in the Patent Rights.
1.3 “Licensed
Products” shall mean products or components thereof claimed in Patent Rights or
products or components thereof made in accordance with or by means of any
Licensed Process.
1.4 “Gross
Sales” shall mean the amount billed or invoiced on sales of Licensed Products or
Licensed Processes.
1.5 “Affiliates”
shall mean any company, corporation, or business of which LICENSEE owns or
controls at least fifty percent (50%) of the voting stock or which owns or
controls at least fifty percent (50%) of the voting stock of
LICENSEE.
1.6 “Field”
shall mean all potential fields of use of the Patent Rights, the Licensed
Products, and the Licensed Processes.
1.7 “Sublicensee”
shall mean an entity which LICENSEE has granted (a) the right to manufacture
and
market the Licensed Products, (b) the right to practice the Licensed Processes,
or (c) the right to sublicense the Licensed Processes to others.
1.8 “Technology”
shall mean any novel therapeutic use or formulation of N-Chlorotaruine or
combination thereof and any of its derivatives or analogs.
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1.9 “Sublicense
Payments” shall mean any payments received by LICENSEE from sublicenses of
rights granted by LICENSORS to LICENSEE under Section 2.1 of this Agreement,
as
consideration for the grant of such sublicenses, including without limitation,
license fees, milestone payments, license maintenance fees, and royalty payments
based on sales of Licensed Products or use of Licensed Processes by such
sublicense, but excluding amounts received by LICENSEE (i) in connection with
or
as a result of amounts or payments to fund or reimburse LICENSEE’s research and
development in connection with the Technology, (ii) in connection with or as
a
result of amounts or payments to fund or reimburse LICENSEE’s patent expenses in
connection with the Technology, or (iii) ) in connection with or as a result
of
amounts or payments made as consideration for a sublicensee’s purchase of
securities of LICENSEE.
ARTICLE
2
GRANT
OF
LICENSE
2.1 LICENSORS
hereby grant to LICENSEE and LICENSEE accepts, subject to the terms and
conditions hereof, a worldwide exclusive (event against LICENSORS) license
in
the Field, under the Patent Rights, to make and have made, to use and have
used,
to sell and have sold, to distribute and have distributed, and to market and
have marketed the Licensed Products, and to practice the Licensed Processes,
for
the life of the Patent Rights. Such license shall include the right to grant
sublicenses, upon which the LICENSORS are consulted. LICENSORS agree they will
not assign, encumber, grant a license to and/or permit a lien to exist upon,
the
Patent Rights in any territory for any Field to or by any third party and will
not themselves practice the Patent Rights other than for their own
non-commercial research purposes. Licensors agree, on behalf of themselves,
their successors and any other person or entity who or which may claim a right
in or under the Patent Rights, that any purported transfer or encumbrance of
rights shall be null and void and of no effect.
2.2 LICENSORS
hereby grant to LICENSEE the right to extend the licenses granted in paragraph
2.1 to one or more Affiliates, subject to the terms and conditions
hereof.
2.3 LICENSORS
hereby represent and warrant to LICENSEE that LICENSORS are the sole owners
of
the Patent Rights as reflected on Exhibit A on the date hereof, no person or
entity has or will have any rights of any kind with respect to such Patent
Rights except for the rights of LICENSEE pursuant to this Agreement, and
accordingly, LICENSORS have full legal right to grant to LICENSEE the license
provided for herein, and such grant does not and will not violate or conflict
with the rights of any person or entity.
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ARTICLE
3
ROYALTIES
AND FEES
3.1 LICENSEE
shall pay to LICENSORS jointly and severally, during the term of the license
of
paragraph 2.1, a total royalty of four percent (4%) of the Gross Sales of all
Licensed Products sold by LICENSEE and its Affiliates. LICENSEE shall pay to
LICENSORS jointly and severally, during the term of the license of paragraph
2.1, a total of twenty percent (20%) of the Sublicense Payments which LICENSEE
and its Affiliates receive from Sublicensees for sublicenses of the Licensed
Products or Licensed Processes. No multiple payments shall be due because the
sale or sublicense of any Licensed Product or Licensed Process is described
in
more than one sentence of this section 3.1. In the event of any such overlap,
the sentence which most accurately describes the relevant transaction at issue
shall prevail. On Gross Sales or sublicenses between LICENSEE and its
Affiliates, royalties shall be payable only on the resale or resublicense by
such Affiliate. In the event of a use or sale of Licensed Products or Licensed
Processes solely for clinical testing or research and development purposes
for
which LICENSEE receives no revenue, the no royalty shall be due or payable
to
LICENSORS.
3.2 As
further consideration for the license and other rights granted to LICENSEE
hereunder, (a) LICENSEE shall pay to LICENSORS jointly and severally a one-time
patent issue fee of One Hundred Thousand Dollars ($100,000) payable in cash
or
registered stock of the Licensee upon the first-time issuance of the first
patent of each patent family for a licensed Product or Licensed Process, [a
patent family comprises all patents concerning the same invention and
originating from the sake priority application] (b) LICENSEE shall pay to
LICENSORS jointly and severally a one-time milestone payment of Two Hundred
and
Fifty Thousand Dollars ($250,000) payable in cash or registered stock of the
LICENSEE upon successful completion of a Phase III clinical trial for each
licensed Product or Licensed Process, and (c) LICENSEE shall pay to LICENSORS
jointly and severally a one-time milestone payment of One Million Dollars
($1,000,000) payable in cash or registered stock of the Licensee upon receiving
new drug approval for each Licensed Product or Licensed Process. In the event
LICENSEE enters into a sublicense with a Third Party or Third Parties under
Section 2.1 of this Agreement and ceases the manufacture and sale of the
Licensed Product, then as of the effective date of the sublicense LICENSEE’s
obligation to pay LICENSORS any royalty or milestone payments under Article
3
herein shall terminate and, in lieu thereof, LICENSORS shall be entitled jointly
and severally to twenty percent (20%) of Sublicense Payments received by
LICENSEE.
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ARTICLE
4
REPORTING
4.1 LICENSEE
shall report to LICENSORS the date of first sale of Licensed Products (or
results of Licensed Processes) in each country within thirty (30) day of
occurrence.
4.2 LICENSEE
shall provide LICENSORS within sixty (60) days after each of the calendar
half-years ending June 30 and December 31, reports setting forth, for the
preceding six (6) -month period, the amount of Licensed Products sold by
LICENSEE and its Affiliates in each country, the Gross Sales thereof, the amount
of Sublicensee royalties received by LICENSEE and its Affiliates and the amount
of royalty due to LICENSORS with respect to the foregoing. With each such
royalty report, LICENSEE shall include the payment of the royalty due. Such
report shall include a detailed listing of all Gross Sales, sublicensee income,
or royalties as specified herein. No written report shall be required for any
reporting period prior to the first royalty payment. Written reports shall
be
required for each reporting period after the first royalty payment. All
royalties due hereunder shall be payable in United States dollars. Conversion
of
foreign currency to U.S. dollars shall be made at the conversion rate existing
in the United States, as quoted in The
Wall Street Journal,
three
(3) days prior to the date that such royalty payments by LICENSEE was due to
LICENSOR. Payments which are more than thirty (30) days past due and which
are
not the subject of a good faith controversy between the parties hereto shall
be
subject to an interest charge of one percent (1%) per month.
4.3 LICENSORS
agree that at all times, both during the term and after the termination of
this
Agreement, they will keep in confidence and trust all information provided
to it
hereunder by LICENSEE or provided to them by any third party pursuant to Section
5.1 hereof (the “Proprietary Information”), and it will not use or disclose any
Proprietary Information or anything directly relating to such Proprietary
Information without the written consent of the LICENSEE. LICENSORS acknowledge
that the Proprietary Information constitutes a unique and valuable asset of
the
LICENSEE, which is secret and confidential and which will be communicated to
LICENSORS in confidence and that any disclosure or other use of the Proprietary
Information other than for the sole benefit of the LICENSEE would be wrongful
and would cause irreparable harm to the LICENSEE.
4.4 Upon
written request of LICENSORS and not more than once in each calendar year,
LICENSEE shall permit an independent certified public accounting firm selected
by LICENSORS and reasonably acceptable to LICENSEE upon ten-days notice to
LICENSEE, to review the records of LICENSEE as may be reasonably necessary
to
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verify
the accuracy of royalty reports hereunder for any calendar year ending not
more
than twenty-four (24) months prior to the date of such request. If the
accounting firm concludes that additional royalties were owed during this
period, LICENSEE shall pay the additional royalties within sixty (60) days
of
the date LICENSORS deliver to LICENSEE such accounting firm’s written report so
concluding; provided however, that, in the event LICENSEE is not in agreement
with the conclusion of such report LICENSEE shall not be required to pay such
additional royalties until such matter shall be resolved pursuant to the
provisions of Section 10.8 herein. In the event such matter is resolved in
accordance with Section 10.8 herein, any arbitration award shall be paid within
sixty (60) days of the date arbitrators deliver their final decision. The fees
charged by such accounting firm shall be paid by LICENSORS; provided, however,
that if an error is in favor of LICENSORS of more than the greater of (i)
$10,000 or (ii) five percent (5%) of the royalties due hereunder for the period
being reviewed is discovered, then the fees and expenses of the accounting
firm
shall be paid by LICENSEE.
ARTICLE
5
DILIGENCE
5.1 LICENSEE
shall use commercially reasonable efforts to develop and commercialize the
Technology. As used herein, “commercially reasonable efforts” shall mean efforts
and resources normally used by LICENSEE for a Technology owned by it or to
which
it has exclusive rights, which is of similar market potential at a similar
stage
in its development or product life, taking into account relevant factors.
LICENSORS shall cooperate with LICENSEE in connection with efforts to develop
and commercialize the Technology.
ARTICLE
6
PATENT
FILING AND MAINTENANCE
6.1 LICENSEE
shall take responsibility for the preparation, filing, prosecution and
maintenance of any all patent applications and patents included in Patent Rights
and shall use his best efforts to promptly procure the broadest possible patents
in all countries designated by LICENSEE pursuant to Section 6.2. LICENSORS’
patent attorney shall be involved in the preparation and prosecution of patent
applications concerning inventions made by LICENSORS.
6.2 Without
limiting the provisions of Section 6.1, LICENSORS and LICENSEE shall cooperate
fully in the preparation, filing, prosecution and maintenance of the Patent
Rights including without limitations, the execution of all papers and
instruments necessary or desirable to enable LICENSEE to apply for, to prosecute
and to maintain patent applications and patents in LICENSORS’ name in any
country. Each party shall provide to the other prompt notice as to all matters
which come to its attention
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and
which
may affect the preparation, filing, prosecution or maintenance of any such
patent applications or patents. Either party may give notice to the other of
any
country in which such party wishes to seek patent protections for all or any
part of the Patent Rights. In the case of such a designation by LICENSEE (and
the provision of reasonable assurance of payment by it of the expenses to be
incurred) LICENSORS may not refuse to seek such patent protection in the country
so designated.
ARTICLE
7
INFRINGEMENT
7.1 With
respect to any Patent Rights, LICENSEE and/or its Sublicensees shall have the
right to prosecute in their own names and at their own expense any infringement
thereof. LICENSORS agree to notify LICENSEE promptly of each infringement of
the
Patent Rights of which LICENSORS are or become aware. Failure by either party
to
commence an action which is contemplated by this Section 7.1 shall not
constitute a breach of this Agreement.
7.2 If
LICENSEE or its Sublicensee elects to commence an action as described above
or
if an action is third party, LICENSORS shall have the right either to join
the
action as a co-plaintiff or co-defendant or to assign to LICENSEE all of
LICENSOR’s right, title and interest, expressly including the right to xxx for
past infringement thereof, in each patent which is a part of the Patent Rights
and is the subject of such action. In the event LICENSORS join the action as
a
co-plaintiff, LICENSEE shall nevertheless control the action provided that
LICENSEE will endeavor to consult with LICENSORS as to the prosecution of such
action. In the event that LICENSORS make an assignment of such patent, such
assignment shall be irrevocable, and such action on that patent or patents
shall
thereafter be brought or continued without LICENSOR as a parties, unless
LICENSORS are legally indispensable parties. Notwithstanding any such assignment
to LICENSEE by LICENSORS and regardless of whether LICENSORS are or are not
indispensable parties, LICENSORS shall cooperate fully with LICENSEE, at
LICENSEE’S expense, in connection with any action commenced by LICENSEE or any
sublicensee. In the event that any patent is assigned to LICENSEE by LICENSORS
pursuant to this paragraph, LICENSEE shall continue to meet its obligations
under this Agreement, including without limitation its obligation to pay
royalties, as if the assigned patent or patent application were still licensed
to LICENSEE.
7.3 If
LICENSEE or its Sublicensee elects to commence an action as described above,
LICENSEE may cover the costs and expensed of such action (including reasonable
attorneys fees and including the coverage of LICENSORS’ costs) by reducing the
royalty due to LICENSOR hereunder by up to fifty percent (50%). In the event
that such fifty percent (50%) costs and expenses exceed the amount of royalties
reduced by LICENSEE for any calendar year, LICENSEE may to that extent reduce
the royalties due
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to
LICENSORS from LICENSEE in succeeding calendar years, but never by more than
fifty percent (50%) of the royalty due in any one calendar year.
7.4 Recoveries
or reimbursements from such action (regardless of whether LICENSEE or LICENSORS
receive the award) shall first be applied to reimburse LICENSEE and LICENSORS
for litigation costs not paid from royalties (if any) and then to reimburse
LICENSORS for royalties withheld. Any remaining recoveries or reimbursements
shall be paid to LICENSEE.
7.5 In
the
event that LICENSEE and its Sublicensee, if any, elect not to exercise their
right to prosecute an infringement of the Patent Rights pursuant to the above
paragraphs, LICENSORS may do so at their own expense, controlling such action
and retaining all recoveries therefrom.
ARTICLE
8
TERMINATION
OF AGREEMENT
8.1 This
Agreement, unless extended or terminated as provided herein, shall remain in
effect until the last to expire patent in the Patent Rights; provided,
however,
that
LICENSEE’S obligation to pay royalties pursuant to Section 3.1 will terminate as
to any Licensed Products or Licensed Processes when the Patent Rights to which
they relate expire or are abandoned.
8.2 (a)
The
following events shall constitute an event of default under this Agreement
(an
“Event of Default”):
(i)
LICENSEE shall become more than sixty (60) days in arrears in payment of
royalties or expenses due pursuant to this AGREEMENT which are not the subject
of a bona fide dispute between LICENSORS and LICENSEE and which have not been
paid within forty five (45) days after LICENSEE has received notice of such
arrearage from LICENSORS; or
(ii) LICENSEE
breaches this Agreement in any material respect (other than a breach covered
by
paragraph 8.2 (a) (i)) and does not cure such breach within sixty (60) days
after written notice thereof from LICENSORS or, with respect to any breach
incapable of being fully cured within such sixty (60) day period, has not made
substantial good faith efforts to cure any such breach within thirty (30) days
after written notice thereof from LICENSORS;
(b) LICENSEE
may, at its option, terminate this Agreement at any time for any reason
whatsoever by doing all of the following:
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(i) Cease
making, having made, using and selling any Licensed Products or Licensed
Processes; and
(ii) Revoke
all sublicenses causing all sublicensees to cease making, having made, using
and
selling Licensed Products or Licensed Processes; and
(iii) Give
notice to LICENSORS of such cessation and of LICENSEE’S election to terminate;
and
(iv)
Tender
payment of all accrued royalties.
8.3 On
the
occurrence of an Event of Default, and if such Event of Default has not been
remedied within sixty (60) days after notice in writing of such Event of Default
has been given to the LICENSEE by LICENSORS, LICENSORS may terminate this
Agreement by written notice.
8.4 Any
sublicenses granted by LICENSEE under this Agreement shall provide for
termination or assignment to LICENSORS, at the option of LICENSORS, of
LICENSEE’S interest therein upon termination of this Agreement.
ARTICLE
9
ASSIGNMENT
9.1 This
Agreement, the Patent Rights and the other rights and duties appertaining hereto
may not be assigned by either party without first obtaining the written consent
of the other which shall not otherwise be unreasonably withheld. Any such
purported assignment, without the written consent of the other party, shall
be
null and void and of no effect. Notwithstanding the foregoing, LICENSEE may
assign this Agreement (i) to a purchaser, merging or consolidating corporation,
or acquirer of substantially all of LICENSEE’S assets or business and/or
pursuant to any reorganization qualifying under section 368 of the Internal
Revenue Code of 1986 as amended, as may be in effect at such time, or (ii)
to an
Affiliate of LICENSEE.
ARTICLE
10
GENERAL
10.1 LICENSORS
represent and warrant that they own the entire right, title, and interest in
the
patent applications or patents comprising the Patent Rights and that LICNESORS
have the authority to issue licenses under said Patent Rights.
LICENSORS
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do
not
warrant the validity of the Patent Rights licensed hereunder and make no
representations whatsoever with regard to the scope of the licensed Patent
Rights or that such Patent Rights may be exploited by LICENSEE, an Affiliate,
or
Sublicensee without infringing other patents provided, however, that LICNESORS
have no reason to believe that the Patent Rights are invalid or that
exploitation by LICENSEE, an Affiliate or Sublicensee of the Patent Rights
will
infringe other patents.
10.2 LICENSORS
EXPRESSLY DISCLAIM ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE TECHNOLOGY,
LICENSED PROCESSES OR LICENSED PRODUCTS CONTEMPLATED BY THIS AGREEMENT FOR
ANY
PURPOSE.
10.3
(a) LICENSEE
shall indemnify, defend and hold harmless LICENSORS and their heirs and assigns
(the “Indemnitees”), against any liability, damage, loss or expenses (including
reasonable attorney’s fees and expenses of litigation) incurred by or imposed
upon the Indemnitees or any one of them in connection with claims, suits,
actions, demands or judgments arising out of any theory of product liability
(including, but not limited to, actions in the from of tort, warranty, or strict
liability) concerning any product, process or service made, used or sold
pursuant to any right or license granted under this Agreement. The above
indemnification shall apply whether or not such liability, damage, loss or
expense is attributable to the negligent activities of the Indemnitees but
shall
not apply if such liability, damage, loss or expense is attributable to the
willful misconduct of any Indemnitee.
(b) LICENSEE
agrees, at its own expense, to provide attorneys reasonably acceptable to
LICENSORS to defend against any actions brought or filed against any party
indemnified hereunder with respect to the subject of indemnity contained herein,
whether or not such actions are rightfully brought.
10.4 The
interpretation and application of the provisions of this Agreement shall be
governed by the laws of the State of New York, in the United States of America
without regard to principles of conflicts of law.
10.5 LICENSEE
agrees to comply with all applicable laws and regulations. In particular, it
is
understood and acknowledged that the transfer of certain commodities and
technical data is subject to United States laws and regulations controlling
the
export of such commodities and technical data, including all Export
Administration Regulations of the United States Department of Commerce. These
laws and regulations, among other things, prohibit or require a license for
the
export of certain types of technical data to certain specified countries.
LICENSEE hereby agrees and gives written assurance that it will comply with
all
United States laws and regulations controlling the export of
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commodities
and technical data, that it will be solely responsible for any violation of
such
by LICENSEE or its Affiliates or Sublicensees, and that it will defend and
hold
LICENSORS harmless in the event of any legal action of any nature occasioned
by
such violation.
10.6 Written
notices required to be given under this Agreement shall be addressed as
follows:
If
to
LICENSORS:
Xx.
Xxxxxxxx Xxxxxxxx
Xxxxx
Xxx, 00, X-0000 Xxxxxxxxx, Xxxxxxx
Xx.
Xxxxxx Xxxx
Xxxxxxxxxxxxxxxxx
0, X-0000 Xxxxx, Xxxxxxx
Telephone
No.: x00 000 000 0000
Facsimile
No.: x00 000 000 0000
If
to
LICENSEE:
Xxxxxxxx
X. Xxxxx, Esq.
00
Xxxxx
Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
Telephone
No.: (000) 000-0000
Facsimile
No.: (000) 000-0000
or
such
other address as either party may request in writing.
10.7 Should
a
court of competent jurisdiction later consider any provision of this Agreement
to be invalid, illegal, or unenforceable, it shall be considered severed
provision, provided that the remaining provisions of this Agreement are in
accordance with the intention of the parties.
10.8 (a)
In
the event of any controversy or claim arising out of or relating to any
provision of this Agreement or the breach thereof, the parties shall try to
settle such conflicts amicably between themselves. Subject to the limitation
stated in the final sentence of this section, 10.8, and any such conflict which
the parties are unable to resolve shall be settled through binding arbitration
conducted in accordance with the Rules of the Commercial Arbitration of the
International Chamber of Commerce by one or more arbiter(s) knowledgeable in
commercial law and practices, appointed in accordance with such
rules.
(b) The
demand for arbitration shall be filed within a reasonable time after the
controversy or claim has arisen, and in no event after the date upon
which
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institution
of legal proceedings based on such controversy or claim would be barred by
the
applicable statue of limitation. The arbitration shall be in Innsbruck, Austria
if initiated by LINCENSORS and New York, U.S.A. if initiated by
LICENSEE.
(c) At
the
request of either party, arbitration proceedings will be conducted in the utmost
secrecy; in such case, all documents, testimony and records shall be received,
heard and maintained by the arbitrator in the secrecy under seal, available
for
the inspection only of the parties and their respective attorneys and their
respective experts who shall agree in advance and in writing to receive all
such
information confidentially and to maintain such information in secrecy until
such information shall become generally known.
(d) The
award
through arbitration shall be final and binding. Either party may enter any
such
award in a court having jurisdiction or may make application to such court
for
judicial acceptance of the award and an order of enforcement, as the case may
be. Notwithstanding the foregoing, either party may, without recourse to
arbitration, assert against the other party a third-party claim or cross-claim
in any action brought by a third party, to which the subject matter of this
Agreement may be relevant.
10.9 This
Agreement constitutes the entire understanding between the parties and neither
party shall be obligated by any condition or representation other than those
expressly stated herein or therein or as may be subsequently agreed to by the
parties hereto in writing.
10.10 This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile or transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized representatives.
The
effective date of this Agreement is March, 29, 2006.
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Xx.
Xxxxxxxx Xxxxxxxx
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Xx.
Xxxxxx Xxxx
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/s/
Xxxxxxxx Xxxxxxxx
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/s/
Xxxxxx Xxxx
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/s/
Xxxxxxxx X. Xxxxx
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||
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By:
Xxxxxxxx X. Xxxxx, Esq.
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Its:
CEO and President
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EXHIBIT
A
Patents
and Patent Applications
|
1.
|
DE
4041703; Filing Date: 12/24/1990; entitled: “New alkali salts of
N-Chlorotaurine.”
|
|
2.
|
DE
19816102; Filing Date: 04/10/1998; entitled “Inactivating viruses in
protein solutions - comprises treating the protein solutions with
N-Chlorotaurine.”
|
|
3.
|
DE
10045868.8; Filing Date: September 14, 2000; entitled “Remedy for
treatment of acute and chronic Rhinosinusitis and its
application.”
|
| 4. |
DE
10144819.8; Priority Application: DE 10045868.8; Filing Date September
11, 2001
(New Matter Added regarding Otitis Externa and Crural Ulcers); entitled
“Fungicidal substance and its
application.”
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|
5.
|
WO
02/22118; Priority Application: DE 10045868.8; Filing Date September
10,
2001; entitled “Fungicidal agent containing N-Chlorotaurine and use
thereof.”
|
|
6.
|
US
2004/0116521 A1; Priority Application: DE 10045868.8; Filing Date:
September 10, 2001; entitled “Fungicidal agent containing N-Chlorotaurine
and use thereof.”
|
|
7.
|
WO
2004/052355 A1; Filing Date: December 6, 2002; entitled “Use of
N-Chlorotaurine for treatment of oozing tissue
deficiencies.”
|
|
8.
|
DE
102005023198.5; Filing Date: May 14, 2005; entitled “Aqueous solutions
containing chloramine which are free from di- and trichloroamine,
as well
as from ammonia.”
|
|
9.
|
DE
102005038992.9; Filing Date: August, 16, 2005; entitled “Substance against
protozoa and its application.”
|
-14-
EXHIBIT
B
Inventor
Revenue Sharing Contracts
| 1. |
Inventor
Revenue Sharing Agreement between Xx. Xxxxxxxx Xxxxxxxx, Xx.
Xxxxxx Xxxx and Xx. Xxxxxxx Xxxxx, dated
_______________.
|
| 2. |
Inventor
Revenue Sharing Agreement between Xx. Xxxxxxxx Xxxxxxxx, Xx.
Xxxxxx Xxxx and Xx. Xxxxxxx Xxxxxxxx, dated
_______________.
|
-15-
