EXHIBIT 10.6
LICENSE REVOCATION AGREEMENT
THIS AGREEMENT, dated as of November 2, 1998, is between Paracelsian Inc.
(hereinafter "PARACELSIAN"), a Delaware corporation having a principal
place of business at the Cornell Technology Park in Ithaca, New York and
The Dow Chemical Corporation (hereinafter "DOW"), a Delaware corporation
having a principal place of business in Midland Michigan. PARACELSIAN and
DOW are referred to individually as "Party" and collectively as "Parties."
The parties agree as follows:
1. RECITALS
1.1 In THE LICENSE between the Parties, dated January 19, 1995, DOW secured,
for itself and its AFFILIATES (as defined in THE LICENSE), both a
nonexclusive license to evaluate and practice PROPRIETARY INFORMATION
(defined as in THE LICENSE), and Patent Applications and an exclusive
option to acquire a worldwide, exclusive license, including a right to
sublicense thereunder, to practice all aspects of PROPRIETARY INFORMATION
related to environmental bioassay apparatus and testing, except for blood
and blood component bioassays for indoor air and water quality applications
for homes and office buildings under any claims of patents resulting from
Patent Rights.
2. DEFINITIONS
The following definitions apply throughout this Agreement:
2.1 All terms in this agreement are, unless otherwise specifically noted, are
used in accordance with the definitions provided in the in the agreement
between the Parties dated January 19, 1995 (hereinafter "THE LICENSE").
3. MODIFICATION OF A LICENSE
This agreement modifies the entirety of THE LICENSE agreement reached between
the parties dated January 19, 1995 as follows:
3.1 The Parties herein agree to a termination of any and all license,
sublicense, or option provisions concerning the PROPRIETARY INFORMATION, as
provided in part in paragraphs 2.1 through 3.3.3. of THE LICENSE.
3.2 PARACELSIAN hereby recovers from DOW all title and interest in the
PROPRIETARY INFORMATION, or any products derived therefrom, which was the
subject of THE LICENSE, as provided in part in paragraphs 2.1 through
3.3.3. of THE LICENSE.
3.3 In consideration for DOW's agreement to terminate any and all license,
sublicense, or option provisions concerning the PROPRIETARY INFORMATION,
PARACELSIAN agrees to pay DOW 10% of all sublicensing fees generated
through the sublicense of the PROPRIETARY INFORMATION provided by the
Patent Applications which formed the basis of THE LICENSE, and 10% of any
net sales of any products derived from the
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PROPRIETARY INFORMATION which were the subject of THE LICENSE. The maximum
total value for any and all such payments shall not exceed $250,000.
4. REPORTS, PAYMENTS AND ACCOUNTING
4.1 The parties hereby adopt all of the reporting and accounting terms present
within THE LICENSE, except that PARACELSIAN shall report and account to
DOW.
IN WITNESS WHEREOF the parties have executed this Agreement in duplicate
originals by their respective duly authorized corporate officers or
representatives.
PARACELSIAN INC. THE DOW CHEMICAL COMPANY
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
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Title: President & CEO Title: Executive Vice President
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Date: 10/15/98 Date: NOVEMBER 2, 1998
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EXHIBIT A
[Omitted]
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