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EXHIBIT 10.51
Fifth Memorandum Agreement
This Fifth Memorandum Agreement is made between American Dental
Technologies, Inc. ("ADT"), a Delaware corporation, and Denics Co., Ltd.
("DENICS"), a Japanese Corporation (formerly referred to as Dental Innovate
Corporation).
RECITALS
WHEREAS, ADT and DENICS entered into a Memorandum Agreement on June 10,
1993 (the "Memorandum Agreement"), as amended by an Amendment Agreement dated
August 16, 1993 with respect to, inter alia, the granting of license by ADT to
DENICS for the manufacture and sale of the KCP 2000 ("KCP") and the formation
of a joint venture;
WHEREAS, ADT and DENICS entered into a Supplemental Agreement on July
27, 1993, as amended by a Letter Agreement dated July 27, 1993 and the
Amendment Agreement with respect to, inter alia, the granting of a license by
ADT to DENICS for the manufacture and sale of the dLase 300, 400 and 800
("dLase") and for the PulseMaster 300, 600 and 1000 ("PulseMaster");
WHEREAS, ADT and DENICS entered into a Letter Agreement in February
1994 with respect to certain purchases of PulseMasters, a loan by DENICS to ADT,
and other matters;
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WHEREAS, ADT and DENICS entered into a Second Memorandum Agreement
dated February 24, 1995 with respect to certain purchases of products and other
matters;
WHEREAS, ADT and DENICS entered into a Third Memorandum Agreement dated
February 23, 1996 with respect to certain purchases of products and other
matters;
WHEREAS, ADT and DENICS entered into a Joint Venture Agreement dated
October 31, 1996 with respect to a joint operation in the Pacific Rim
Territories;
WHEREAS, ADT and DENICS entered into a Fourth Memorandum Agreement
dated October 31, 1996 with respect to the distribution and marketing of dental
products in Japan; and
WHEREAS, ADT and DENICS wish to cancel the Joint Venture Agreement and
provide for the management and operation of the business in the Pacific Rim
Territories by ADT;
NOW, THEREFORE, in consideration of the premises and the covenants,
representations, warranties and agreements herein contained, and intending to
be legally bound hereby, the parties agree as follow:
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1. Definitions
In this Agreement, the following terms shall have the following
meanings.
a. The "Products" means all dental air abrasive products and all laser
products for dental use.
b. The "Pacific Rim Territories" means the following countries:
China (including Hong Kong)
Taiwan
Korea (North and South)
India
Pakistan
Australia
New Zealand
Singapore
Thailand
Malaysia
Indonesia
c. The "Goodwill" means the goodwill generally defined in the
generally accepted accounting principles in the U.S. and Japan.
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DENICS shall assign the Goodwill connected with the marketing of the
Products in the Pacific Rim Territories to ADT, and ADT shall be entitled to
all the profits from ADT's marketing of the products in the Pacific Rim
Territories.
3. Consideration
In consideration of the Goodwill, ADT will make a payment of $1,000,000
USD to DENICS by way of ADT common stock for which DENICS acknowledges that it
has received ADT stock in the value of $333,333.33 USD.
ADT will issue shares of ADT common stock to DENICS in payment for the
balance as follows:
On July 1, 1997, $333,333.33 USD and on April 1, 1998, $333,333.34 USD
of ADT common stock based upon the average closing price of the stock
for the 10 trading days prior to each date.
ADT, at its sole option, can pay such amounts in cash.
4. Non-Competition
DENICS agree that it will not engage in the marketing of commodities
directly competitive with the Products in the Pacific Rim Territories for a
term of 10 years after execution of this Agreement.
5. Other Rights
Except as set forth above, this Fifth Supplemental Agreement does not
alter or modify any other rights of DENICS or ADT under the prior agreements
which shall be binding on the successors, assigns and affiliates of the
parties.
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6. Governing Law: Arbitration
It is hereby confirmed that Paragraphs 4.1 (Governing Law) and 4.2
(Arbitration) of the Memorandum Agreement apply to this Agreement.
Executed effective 12, June 1997
American Dental Technologies, Inc. Denics Co., Ltd.
By: /s/ Xxx X. Xxxxxxx By: /s/ X. Xxxx
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Xxx X. Xxxxxxx Xxxxx Xxxx
President & C.E.O. President
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