Exhibit 10.18(b)
AGREEMENT
THIS AGREEMENT (this "Agreement") is made as of this 30th day
of June, 1998 by and among BHP Diagnostics, Inc. ("BHP"), Medicus Corporation
(formerly known as Medicus Technologies, Inc.) ("Medicus" and, together with
BHP, "BHP/Medicus"), Integra LifeSciences I Ltd. (formerly known as Integra
Ltd.) ("ILTD") and Integra LifeSciences Corporation ("ILC" and, together with
ILTD, "Integra").
Background
BHP, Medicus, ILTD and ILC are parties to a Real Estate Lease and
Usage Agreement (the "Lease") and a Shared Facilities Usage Agreement (the
"Facilities Agreement"), each dated as of May 1, 1994, relating to that certain
facility located in Xxxx Xxxxxxx, Xxxxxxxxxxxx that is leased by Medicus to
Integra (the "Facility").
The parties desire to terminate the Lease and the Facilities Agreement
and to enter into certain agreements relating to the Facility, all upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Termination of Agreements.
1.1 Effective as of June 30, 1998, the Lease and the Facilities
Agreement shall be terminated, without further action, and shall be of no
further force or effect.
1.2 ILC shall be responsible for all costs and expenses incurred in
connection with the operation and maintenance of the Facility on and prior to
June 30, 1998, and Medicus shall be responsible for all costs and expenses
incurred in connection with the operation of the Facility on and after July 1,
1998.
1.3 On July 1, 1998, ILC shall pay Medicus for the repair and
restoration items set forth on Exhibit A (items (1), (2), (3) and (4)) hereto.
Before and after June 30, 1998, ILC shall at its expense use its personnel or
independent contractors to complete the item set forth on Exhibit A (item (5))
as expeditiously as reasonably possible.
2. Covenants and Agreements of ILC and ILTD.
2.1 On the last business day of each month commencing July 31, 1998
and ending on April 30, 1999, Integra shall pay Medicus an amount equal to
$29,030.
2.2 ILC hereby grants to Medicus all of its right, title and interest
in and to the name "Medicus Technologies, Inc.," and forever relinquishes all
rights it may have with respect thereto. Integra shall promptly take all
necessary and other appropriate action, to transfer all the stock of its
inactive subsidiary, Medicus Technologies, Inc., to Medicus. ILC represents
that as of the date hereof, such inactive subsidiary never had a bank account,
transacted business through its accounts or made any commitments or contracts
with Integra or any other party. Further, to its knowledge, there are not
claims or threats of claims outstanding with respect to Medicus Technologies,
Inc.
2.3 Upon the execution of this Agreement, ILC shall instruct electric,
telephone, gas and other utilities, taxing authorities and the like, to read
appropriate meters as of June 30, 1998 and send the xxxx for such utilities and
taxes to ILC, and commencing July 1, 1998 to xxxx in the name of Medicus
Technologies, Inc. for such utilities, taxes and the like and to send the xxxx
to Medicus Technologies, Inc. for such charges at 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx.
2.4 To the extent required during a transition period not beyond April
30, 1999, in the event Medicus Technologies, Inc. is prior to July 1, 1998
unable to obtain its own utility accounts and/or insurance coverage on terms
acceptable to Medicus, ILC shall at the written instruction of Medicus continue
such insurance and/or utility account on behalf of Medicus Technologies, Inc.
and be entitled to charge and withhold payment to Medicus Technologies, Inc.
for the actual costs thereof incurred commencing July 1, 1998.
3. Covenants and Agreements of Medicus.
3.1 Promptly following April 30, 1999, Medicus shall deliver a report
to Integra detailing the operating costs (operating costs do not include
capital expenditures made by Medicus) and revenues of the freeze-drying
operation conducted by Medicus at the Facility for the period from July 1, 1998
through April 30, 1999. Along with such report, Medicus shall deliver to
Integra by wire transfer pursuant to instructions previously provided by
Integra the amount by which the revenues of the freeze-drying operation exceeds
the costs thereof, less $140,300.
3.2 For seven years following the date hereof, if Medicus is
conducting a freeze-drying operation at the Facility, Medicus shall provide
freeze-drying services to Integra at prices equal to the lowest prices charged
by Medicus to third parties for such services and shall make available service
capacity for Integra at the Facility to at least 20% of the current
freeze-drying capacity of the Facility based on a 5 day, 40 hour work week.
3.3 Medicus shall not (a) for a period of seven years following the
date hereof, sell or lease the Facility, either directly or indirectly, to any
of the entities set forth on Exhibit B hereto, or (b) for a period of two years
following the date hereof, compete directly with Integra in any non-human,
collagen-based, medical products business, provided that Medicus shall be
permitted to manufacture such products at the request of bona fide third
parties pursuant to arms' length manufacturing agreements. During the
seven-year period in (a) above, Medicus shall promptly notify Integra in
writing of its intentions to sublease the Facility to a third party. Upon
receiving such notice, Integra shall have thirty (30) days to exercise its
right to lease the Facility, as currently configured, from Medicus for $15,000
per month, plus an annual cost of living increase calculated from May 1, 1999.
If from July 1, 1998 Medicus makes substantial modifications or improvements to
the Facility, such modifications or improvements shall warrant additional fair
rent. If Integra does not exercise such right within the thirty-day period,
Medicus shall be permitted to sublease the Facility to a third party, subject
to the restrictions contained in the first sentence of this Section 3.3;
provided, however, that the provisions of this Section 3.3 relating to notice
and rights of Integra shall again become applicable if Medicus does not
sublease the Facility to a third party within sixty (60) days after the initial
thirty-day period expires.
3.4 Medicus agrees to employ Xxxx X'Xxxxxxx for a period of at least
ten (10) months ending April 30, 1999.
4. Entire Agreement. This Agreement sets forth the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior arrangements or understandings with respect thereto.
5. Assignment. This Agreement and the rights or obligations of any party
hereunder may not be assigned or delegated without the written consent of each
other party hereto.
IN WITNESS WHEREOF, this Agreement has been executed as of
the date first above written.
BHP DIAGNOSTICS, INC. INTEGRA LIFESCIENCES CORPORATION
By: By:
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Name: Name:
Title: Title:
MEDICUS CORPORATION INTEGRA LIFESCIENCES I LTD.
By: By:
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Name: Name:
Title: Title:
