INTERNATIONAL LICENSE AGREEMENT
AMENDING AGREEMENT
THIS INTERNATIONAL LICENSE AGREEMENT AMENDING AGREEMENT made effective
as of the 1st day of JANUARY A.D. 1994
BY AND BETWEEN:
XXXXXXXX SERVICES LIMITED,
a body corporate, incorporated under the
laws of the Republic of Cyprus
with its registered office at
16 Kryiakos Xxxxxx Avenue
10th Xxxxx, Xxxxx Xxxxx
X.X. Xxx 0000
0000 Xxxxxxx, Xxxxxx
(hereinafter called "XXXXXXXX")
- and -
ROFIN SINAR LASER GmbH,
a corporation organized and existing under
the laws of the Federal Republic of Germany,
having a principal place of business
at Xxxxxxxxxxxxxxxx 00, P.O. Box 740360
D-22113 Xxxxxxx 00, Xxxxxxx,
(hereinafter called "ROFIN")
WHEREAS:
(A) The interest of BOREAL LICENSING INC. in the International
License Agreement dated August 21, 1990 and effective as of July 1, 1990 between
BOREAL LICENSING INC. as licensor and ROFIN as licensee, has been assigned as of
December 31, 1993 to XXXXXXXX pursuant to Article 16.05 of that agreement
(hereinafter referral to as the "International License Agreement");
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(B) It was a condition of the aforesaid assignment that XXXXXXXX
assume the responsibilities and obligations of BOREAL LICENSING INC. which are
of a continuing nature and which arise out of the agreement between BOREAL
LICENSING INC. and ROFIN SINAR LASER GmbH;
(C) ROFIN has requested an amendment of the International License
Agreement so that it shall have a license for medical and scientific
applications, uses and improvements for slab CO2 lasers and thereby be empowered
to sublicense the same pursuant to the terms and conditions of the International
License Agreement;
(D) In order that ROFIN may obtain a license as above-mentioned
and thereunder be empowered to grant a sublicense for medical and scientific
applications and uses for slab CO2 lasers, up to 500 xxxxx, in favour of Xxxx
Zeiss Stiftung ("ZEISS") it is necessary that Boreal Laser Inc. and Xxxx Zeiss
Stiftung agree to amend their agreement dated as of April 27, 1990 and amended
March 25, 1991 (the "Zeiss Agreement") so as to convert the exclusive rights of
Zeiss therein into non-exclusive rights;
(E) It is desirable to reduce to writing the specific details of
the parties' agreement and amendments;
NOW THEREFORE:
In consideration of the covenants and premises herein recited
it is understood and agreed that the said International License Agreement shall
be amended as follows:
1. ARTICLE II LICENSE GRANT and in particular Article 2.06 shall be
amended to read as follows:
This Agreement shall be deemed to include, in favour of ROFIN,
the right to make, use, market, and sell Laser Units for any
medical and scientific applications, uses, and improvements,
including the right of sublicense subject to XXXXXXXX'x
consent.
2. ARTICLE IV ROYALTIES PAYMENTS and CHARGES shall be amended and in
particular Article 4.04 shall be amended to read as follows:
ROFIN shall males all payments to XXXXXXXX by wire transfer to
such bank account as XXXXXXXX shall from time to time direct.
3. ARTICLE IV ROYALTIES PAYMENTS AND CHARGES shall be amended to include
the following additional subclauses:
4.12 In the event ROFIN grants a sublicense pursuant to
Article 2.05 above to a sublicensee the amount rate
payable to XXXXXXXX in respect of such sublicensing
shall be equal to 50% of the royalties, sublicensing
fees or any other amounts received by ROFIN (herein
referred to as "sublicense revenues") under such
sublicense.
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4.13 ROFIN hereby specifically covenants to account-for
and pay to XXXXXXXX its share of sublicense revenues
at the same times and in the same manner as
contemplated for all other payments under this
Agreement. All rights and remedies granted to
XXXXXXXX under this Agreement in respect of amounts
owing to XXXXXXXX shall equally apply to XXXXXXXX'x
share of sublicensing revenues. Furthermore, the said
sublicense revenues shall not be taken into account
in the calculation of any Minimum Annual Royalty
payable by ROFIN under this Agreement.
4. ARTICLE XVI GENERAL PROVISIONS shall be amended and in particular
Articles 16.07 and 16.09 shall be amended to read as follows:
16.07 The parties agree that the laws of the Republic of
CYPRUS shall govern this International License
Agreement and all amendments thereto.
16.09 All notices, requests, demands and other
communications shall be in writing and mailed,
telexed (with confirmed answer back) telefaxed, or
hand delivered to such party addressed:
if to XXXXXXXX SERVICES LIMITED
16 Kryiakos Xxxxxx Avenue
10th Floor, Eagle House
P.O. Box 1451
1509 Nicosia, Cyprus
ATTENTION: MANAGING DIRECTOR
if to ROFIN SINAR LASER GmbH,
Xxxxxxxxxxxxxxxx 00, X.X. Xxx 000000
D-22113 Xxxxxxx 00, Xxxxxxx
ATTENTION: TECHNICAL DIRECTOR
5. In all other respects the terms of the International License Agreement
as before referenced shall remain in full force and effect as between
XXXXXXXX and ROFIN. In particular, and not so as to restrict the
generality of the foregoing, ROFIN hereby acknowledges, covenants, and
agrees that:
i) all monies of every nature and kind payable to BOREAL
LICENSING INC. pursuant to the terms of the International
License Agreement between ROFIN and the said BOREAL LICENSING
INC. are payable to and shall be paid to XXXXXXXX;
ii) all privileges, rights, and remedies vested in, available to,
or possessed by BOREAL LICENSING INC. pursuant to the
International License Agreement as aforesaid are now vested
in, available to, and possessed by XXXXXXXX.
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6. XXXXXXXX agrees that its consent to ROFIN's granting a sublicense to
ZEISS for industrial, medical and scientific applications, uses and
improvements for slab CO2 lasers up to 500 xxxxx, shall be deemed given
at such time as ZEISS and BOREAL LASER INC. agree to amend the ZEISS
Agreement to convert the exclusive rights of ZEISS therein to
non-exclusive rights.
XXXXXXXX acknowledges, covenants, and agrees that it is
responsible and liable for any and all acts and/or obligations of every nature
and kind of BOREAL LICENSING INC. as are contained in the International License
Agreement aforesaid. All rights, actions, and remedies of every nature and kind
which ROFIN possessed or had as against BOREAL LICENSING INC. it now has and
possesses and may enforce against XXXXXXXX.
IN WITNESS WHEREOF the parties hereto have caused their duly
authorized officers to execute this Agreement as of the day, month and year
first above referenced.
EXECUTED the 20th day XXXXXXXX SERVICES LIMITED
of February, 1996
in Nicosia, Cyprus Per: Hinrich Martinen
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EXECUTED the 08 day ROFIN SINAR LASER GmbH
of February, 1996
in Hamburg West Germany Per: Xxxxx Xxxxx
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