XXXXXX LABORATORIES, INC.
[LETTERHEAD]
September 17, 1990
Xx. Xxxx X. Xxxxxx
H.B.C.I., Inc.
00000 X. Xxxxxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
RE: Xxxxxx Laboratories, Inc. proposal to H.B.C.I.
The following proposal is to set forth certain understanding between Xxxxxx
Laboratories, Inc. (hereafter referred to as CLI) located at 0000-Xxxxxxxx Xxxx,
Xxxxxxxx, XX 00000 and H.B.C.I., Inc. located 00000 Xxxxxxxxxx Xxxx., Xxxxx 000,
Xxx Xxxxxxx, XX 00000. Specifically, this proposal outlines the terms and
conditions of the sales of CLI's Hyperthermia System 100A, with consideration
given to H.B.C.I., Inc., for exclusive assignments of certain patents,
technology transfer and manufacturing rights.
1. CLI will sell H.B.C.I., Inc. one System 100A as specified at the sales price
of $149,950 F.O.B., Columbia, MD. This System 100A comes with on-site training
and installation, free software update and CLI's limited one full year warranty
on parts and labor.
2. CLI will credit H.B.C.I., Inc. $79,950 for the following:
(i) H.B.C.I., Inc. will fully and exclusively license without royalties,
the patent rights of its microwave air cooled applicators patent #4332260 to
CLI. CLI will have the right to defend the validity and content of said patent
with H.B.C.I. technical help. H.B.C.I. will retain full rights to manufacture
and sell under said patent.
(ii) H.B.C.I., Inc. will fully and exclusively license without royalties
its patent rights of its thermocouple probes patent #4369795 to CLI. CLI will
have the right to defend the validity and content of said patent with H.B.C.I.
technical help. CLI will consider purchase of H.B.C.I.'s thermocouples. H.B.C.I.
will retain full rights to manufacture and sell under said patent.
301650.001(BF) 21
(iii) CLI will explore the possibility of jointly developing and marketing
the POPAS System.
(iv) Upon acceptance of this proposal, H.B.C.I., Inc. shall Federal Express
a deposit of U.S. $30,000 to CLI. September 24, 1990.
(v) CLI, on a best effort, shall have the System 100A delivered to
H.B.C.I., Inc. and installed the first week of October 1990. Upon satisfaction
of installation and training, H.B.C.I., Inc. shall immediately make us the
second payment, U.S. $30,000, plus delivery, crating if needed, and insurance.
(vi) The balance of $10,000 shall be paid to CLI by H.B.C.I., Inc. no later
than 90 days after delivery of System 100A. H.B.C.I., Inc. at its option can
submit the payment of the balance or return the Luxtron 3000 Thermometry unit
inclusive of extensions and probes in the same condition as received.
H.B.C.I., Inc. shall finalize license agreements of patent rights to CLI of the
patents contained in a. and b. above no later than 60 days after signing this
agreement.
If the foregoing is in accordance with your understanding of the terms and
conditions agreed upon between the two parties, please sign and date below, fax
and send back to CLI. CLI shall verify and send back to you a copy of this
agreement, whereupon this shall become the agreement between the parties, and
shall not be modified except by writing agreed to and executed by both parties
hereto.
XXXXXX LABORATORIES, INC.
By /s/
---------------------------
Xxxx Xxx, Marketing Manager
Agreed and Accepted this ____ day of ___________, 1990.
H.B.C.I., Inc.
301650.001(BF) 22
By /s/
----------------------
Xxxx X. Xxxxxx, M.D.
H.B.C.I. President
301650.001(BF) 23
