EXHIBIT 10.16
Agreement dated as of March 2nd , 2001 by and between NOCOPI TECHNOLOGIES, INC.,
a corporation organized and existing under the laws of Maryland, with officers
at 000 Xxxxx Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (`NOCOPI"), and
WESTVACO BRAND SECURITY, INC., a corporation organized and existing under the
laws of Delaware, with offices at Xxx Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx
00000, and its AFFILIATES ("LICENSEE").
1. This Agreement amends a certain Agreement dated December 19, 2000 (the
"Agreement of Amendment") and further amends a certain License Agreement (the
"License Agreement") between the parties dated as of September 1, 2000.
2. At any time prior to January 1, 2003, LICENSEE may, by written notice given
to NOCOPI, elect to include EUROPE, as defined in the License Agreement,
within TERRITORY also as defined in the License Agreement.
3. At such time as LICENSEE elects to include EUROPE within TERRITORY as
provided in "2," NOCOPI and LICENSEE shall both service the customer accounts
in EUROPE which NOCOPI had established or will establish. With respect to
these accounts, NOCOPI and LICENSEE shall divide equally the proceeds from
each account after each recovers its respective costs for that account. Such
accounts, as existing on this date, shall be set forth by March 31, 2001 on
Exhibit A. Accounts established by LICENSEE shall be maintained by LICENSEE
with NOCOPI receiving the fees only as provided in the LICENSE AGREEMENT.
4. In order to enable LICENSEE to continue to service customers, NOCOPI shall
place in escrow all of the intellectual property, including all of the
formulae and techniques, needed to manufacture the inks used in producing
products which incorporate Nocopi Technology as defined in the License
Agreement.
The materials placed in escrow shall be released to Licensee if (i) Licensor
shall be in material breach of its obligations under the License Agreement,
(ii) Licensor (or any successor) shall cease to conduct business as a going
concern, or (iii) Licensor, as a debtor in bankruptcy proceedings, shall
reject the License Agreement pursuant to Section 365 of the Bankruptcy Code
(11 U.S.C. Section 365).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NOCOPI TECHNOLOGIES, INC. WESTVACO BRAND SECURITY, INC.
By /s/ By /s/
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Xxxxxxx X. Xxxxxxxxx, M. D. Xxxxxxx X. Xxxx
Chairman President
