Exhibit
10.24 License Agreement between the Mount Sinai School of Medicine of New York
University and Magna-Lab Inc. dated as of July 1, 2001
LICENSE AGREEMENT
BETWEEN
THE MOUNT SINAI SCHOOL OF MEDICINE OF
NEW YORK UNIVERSITY
AND
MAGNA-LAB INC.
This License Agreement (the "Agreement") is made and effective as of July 1,
2001 (the "Effective Date"), by and between:
THE MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a corporation
organized and existing under the laws of the State of New York and having a
place of business at Xxx Xxxxxxx X. Xxxx Xxxxx, Xxx 0000, Xxx Xxxx, XX
00000-0000 ("MSSM")
AND
Magna-Lab Inc., a corporation duly organized and existing under the laws of
Delaware, and having its principal office at Six Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 ("MAGNA").
RECITALS
WHEREAS:
Pursuant to a Collaborative Research Agreement, dated as of May 7, 1997 (the
"Research Agreement"), MSSM and MAGNA jointly developed certain technology as
covered by the Patent Rights (as hereinafter defined); and
In accordance with the terms of the Research Agreement, the technology and
inventories covered by the Patent Rights are jointly owned by MSSM and MAGNA,
with the understanding that each of them shall have certain license rights
thereunder; and
In furtherance of the foregoing premises, MSSM wishes to license its share of
the Patent Rights to a Continuation of USA patent application 09/442,666 filed
11/18/99 and based on USA Provisional filing #60/108,968 filed 11/18/98 and
shall further mean, United States and foreign patents issuing thereon, and any
divisions, continuations, reissues, renewals and extensions thereof and MAGNA
desires to accept such license, all on the terms and conditions set forth
herein. NOW, THEREFORE, IT IS HEREBY DECLARED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
Definitions.
Whenever used in this Agreement, the following terms shall have the following
meanings:
a. "Affiliate" shall mean any corporation, firm, limited liability
company, partnership or other entity that directly or indirectly
controls or is controlled by or is under common control with a party
to this Agreement. "Control" means ownership, directly or through
one or more Affiliates, of 50 percent or more of the shares of stock
entitled to vote for the election of directors, in the case of a
corporation, or 50 percent or more of the equity interests in the
case of any other type of legal entity, status as a general partner
in any partnership, or any other arrangement whereby a party
controls or has the right to control the board of directors or
equivalent governing body of a corporation or other entity.
b. "Calendar Year" shall mean any consecutive period of twelve months
commencing on the first day of January of any year.
c. "License" shall mean the license under MSSM's share of Patent Rights
to develop, manufacture, have manufactured, use, offer for sale and
sell the Licensed Products as provided in Article 2, below.
d. "Licensed Products" shall mean any product or part thereof, the
manufacture, use, or sale of which is: (i) covered by one or more
Valid Claims of any unexpired Patent Rights, or (ii) could not be
developed, manufactured, used, sold, comprised or delivered without
the License.
e. "Net Sales" shall mean the total amount invoiced by MAGNA or by any
Affiliate or by a sublicensee in connection with sales of the
Licensed Products by MAGNA or any MAGNA Affiliate to any person or
entity that is not a Affiliate or a sub-licensee of MAGNA or a MAGNA
Affiliate, after deduction of all the following to the extent
applicable to such sales;
i) trade, cash and quantity credits, discounts, refunds or
rebates;
ii) allowances or credits for returns;
iii) sales commissions;
iv) sales taxes (including value added tax), and
v) freight and insurance charges borne by the seller.
f. "Patent Rights" shall mean U.S. Patent Application 09/442,666 filed
11/18/99 and based on USA Provisional filing #60/108,968 filed
11/18/98 entitled "Expandable MRI Receiving Coil" and Continuation
of U.S. Patent Application #09/517,894 filed 3/23/00 entitled "
Catheter Antenna for Magnetic Resonance Imaging" and shall further
mean, United States patents issuing thereon, and any divisions,
continuations in whole, reissues, renewals and extensions and
foreign filings thereof.list all patents filed by us and foreign.
g. "Valid Claim" shall mean a claim of (i) an issued patent included in
Patent Rights which has not been declared invalid in a final,
unappealable decision of a court of appropriate jurisdiction, or
(ii) a pending patent application included in the Patent Rights
which is being diligently prosecuted by or on behalf of MSSM and has
not been pending for more than five years from the date on which it
was first filed.
h. "Territory" shall mean worldwide.
2. The License
a) Subject to the terms and conditions hereinafter set forth, MSSM hereby
grants to MAGNA and MAGNA hereby accepts from MSSM the Worldwide right
under the Patent Rights to develop, manufacture, have manufactured, use,
sell and offer for sale the Licensed Products. The License shall be
exclusive as to all rights of MSSM in and to the Patent Rights in the
Territory. During the term of this Agreement, MSSM shall not grant any
rights in and to the Patent Rights of MAGNA herein.
b) MAGNA shall be entitled to grant sub-licenses under the License on terms
and conditions not inconsistent with this Agreement (except that the rate
of royalty may be at higher rates than those set forth in this Agreement):
(i) to an Affiliate, and (ii) to other third parties for consideration and
in arms-length transactions subject to the rights retained by MSSM
pursuant to Section 3.c. hereof.
c) All sub-licenses shall only be granted by MAGNA pursuant to a written
agreement, a true and complete copy of which shall be submitted by MAGNA
to MSSM as soon as practicable after the signing thereof. Each sub-license
granted by MAGNA hereunder shall be subject and subordinate to the terms
and conditions of this License Agreement and shall contain, inter alia,
the following provisions:
i) the sub-license shall expire automatically on the termination of
the License;
ii) both during the term of the sub-license and thereafter the
sub-licensee shall be bound by a secrecy obligation similar to that
imposed on MAGNA in Section 6 below, and that the sub-licensee shall
bind its employees and agents, both during the terms of their
employment and thereafter, with a similar undertaking of secrecy.
d) The sub-license agreement shall include the text of Sections 6, 8 and 9 of
this Agreement and shall state that MSSM is an intended third party
beneficiary of such sub-license agreement for purposes of enforcing such
indemnification and insurance provisions.
e) The License shall be subject to a non-exclusive license in favor of the
U.S. Government to the extent required by Title 35 U.S.C.A. ss. 200 et
seq., or as otherwise required by virtue of use of federal funding in
support of inventions claimed within the Patent Rights.
f) Neither party hereto will, as a result of this Agreement, obtain any
ownership interest in, or any other right or license to, any existing
technology, patents, or Confidential Information, as defined in Section 6,
below, of the other party.
3.
a. In consideration for the grant of the License hereunder, MAGNA shall
pay to MSSM:
i.) a royalty of three percent (3%) on Net Sales of Licensed
Products by MAGNA and/or any of its Affiliates, or
Sublicensees to End users; and
ii.) If MAGNA is required to acquire one or more licenses from
third parties in order to make, use or sell a Licensed Product
such that aggregate royalties payable by MAGNA on Net Sales
exceeds twelve percent (12%), then MAGNA shall be entitled to
a credit against the royalty payments due to MSSM pursuant to
Section 3.a.i. equal to fifty percent (50%) of the amount of
such excess; provided, however, that in no event shall the
amount otherwise payable to MSSM be reduced by more than fifty
percent (50%). Any amounts for which MAGNA is entitled to
receive credit, which are not deducted as a result of the
fifty percent (50%) cap, shall be carried forward and credited
against future royalties due MSSM in the following year.
iii.) Fifteen percent (15%) of any license fee or other non-royalty
consideration received by MAGNA as consideration for the grant
of a sub-license with respect to the License or of an option
to acquire such a sub-license, whenever, the overall
sublicense agreement would unfairly reduce MSSM's compensation
by artificially lowering Net Sales;
(iv) MAGNA shall notify MSSM of the date of the first commercial
sale of a Licensed Product as soon as practicable after the
making of such commercial sale.
(v) Commencing on the date of first commercial sale of a License
Product, MAGNA shall, within 90 days from the last day of each
June and December in each Calendar Year during the term of the
License, submit to MSSM a full and detailed report of
royalties or payments due MSSM under the terms of this
Agreement for the preceding half year (the "Semi-Annual
Report"), setting forth the Net Sales and lump sum payments
and all other payments or consideration from sub-licensees
upon which such royalties are computed and including, on a
Licensed Product-by-Licensed Product basis at least:
(a) the quantity of Licensed Products used, sold,
transferred or otherwise disposed of,
(b) the selling price of each Licensed Product,
(c) the deductions permitted to arrive at Net Sales,
(d) the royalty computations and deductions therefrom
based on royalty payments to third parties.
If no royalties are due, a statement shall be sent to MSSM
stating such fact. The full amount of any royalties or other
payments due to MSSM for the preceding half-year shall
accompany each such report on royalties and payments. MAGNA
and all its sub-licensees shall keep for a period of at least
five years after the date of entry, full, accurate and
complete books and records consistent with sound business and
accounting practices and in such form and in such detail as to
enable the determination of the amounts due to MSSM from MAGNA
pursuant to terms of this Agreement.
(vi) MAGNA may deduct from the royalties otherwise payable to MSSM
for any year up to 10% of such royalties to cover actual costs
incurred by MAGNA for the prosecution issuance and maintenance
costs and interference proceedings cost pertaining to the
Patent Rights.
b. At the request and expense of MSSM, MAGNA shall permit (and shall
require its sub-licensees to permit) an independent certified or
chartered public accountant appointed by MSSM, at reasonable times
and upon reasonable notice (but not more frequently than once per
12-month period), to examine the records of MAGNA (and its
sub-licensees) to the extent necessary to verify royalty
calculations made hereunder; provided, however, that such
examination shall be at the expense of MAGNA if it reveals a
discrepancy in the amount of royalties to be paid in MSSM's favor of
more than five percent. Results of such examination shall be made
available to both MAGNA and MSSM.
c. MSSM shall have the right to practice the Patent Rights and use the
Inventions for its own bona fide research, including sponsored
research and collaborations. MSSM shall have the right to publish
any information included in Patent Rights.
4. Method of Payment
a. Royalties and any other payments due to MSSM hereunder shall be paid
to MSSM in United States dollars.
b. MAGNA shall be responsible for prompt reimbursement to MSSM of all
royalties due on sale, transfer or disposition of Licensed Products
by the sub-licensees of MAGNA.
c. As to sales occurring in currencies other than U.S. Dollars, Net
Sales shall first be calculated in the currency in which sale
occurred and then converted to U.S. Dollars at the closing buying
rate for such currency as of the last business day of the calendar
quarter for which royalties are due, as set forth in the Wall Street
Journal for such date.
5. Confidential Information.
a. In the course of research to be performed under this Agreement, it
will be necessary for each party to disclose "Confidential
Information" to the other. For purposes of this Agreement,
"Confidential Information" is defined as all information, data and
know-how disclosed by one party (the "Disclosing Party") to the
other (the "Receiving Party"), either embodied in tangible materials
(including writings, drawings, graphs, charts, photographs,
recordings, structures, technical and other information) marked
"Confidential" or, if initially disclosed orally, which is reduced
to writing marked "Confidential" within 10 days after initial oral
disclosure, other than that information which is:
i) known by the Receiving Party at the time of its receipt, and
not through a prior disclosure by the Disclosing Party, as
documented by the Receiving Party's business records; or
ii) at the time of disclosure, or thereafter becomes, published or
otherwise part of the public domain without breach of this
Agreement by the Receiving Party; or
(iii) obtained from a third party who has the legal right to make
such disclosure and without any confidentiality obligation to
the Disclosing Party; or
(iv) independently developed by the Receiving Party without the use
of Confidential Information received from the Disclosing Party
and such independent development can be documented by the
Receiving Party; or
(v) disclosed to governmental or other regulatory agencies in
order to obtain patents, provided that such disclosure may be
made only to the extent reasonably necessary to obtain such
patents or authorizations, and further provided that any such
patent applications shall be filed in accordance with the
terms of this Agreement; or
(vi) required by law, regulation, rule, act or order of any
governmental authority to be disclosed.
b. The Receiving Party agrees that at all times and notwithstanding any
termination, expiration, or cancellation hereunder, it will hold the
Confidential Information of the Disclosing Party in strict
confidence, and will use all reasonable safeguards to prevent
unauthorized disclosure by its employees and agents. Notwithstanding
the foregoing, the parties recognize that industry standards with
respect to the treatment of Confidential Information may not be
appropriate in an academic setting. However, MSSM agrees to retain
Confidential Information of MAGNA in the same manner and with the
same level of confidentiality as MSSM retains its own Confidential
Information.
c. The Receiving Party will maintain reasonable procedures to prevent
accidental or other loss, including unauthorized publication of any
Confidential Information of the Disclosing Party. The Receiving
Party will promptly notify the Disclosing Party in the event of any
loss or unauthorized disclosure of the Confidential Information.
d. Upon written request, the Receiving Party will promptly return to
the Disclosing Party all documents or other tangible materials
representing Confidential Information and all copies thereof.
e. The Receiving Party will immediately notify the Disclosing Party in
writing, if it is requested by a court order, a governmental agency,
or any other entity to disclose Confidential Information in the
Receiving Party's possession. The Disclosing Party will have an
opportunity to intervene by seeking a protective order or other
similar order, in order to limit or prevent disclosure of the
Confidential Information. The Receiving Party will disclose only the
minimum Confidential Information required to be disclosed in order
to comply, whether or not a protective order or other similar order
is obtained by the Disclosing Party.
6. Patent Rights.
a. If either party to this Agreement acquires information that a third
party is infringing one or more of the Patent Rights, the party
acquiring such information shall promptly notify the other party to
Agreement in writing of such infringement.
b. In the event of infringement of the Patent Rights, MAGNA shall have
the right, but not the obligation, to bring suit against the
infringer on MSSM's behalf. Should MAGNA elect to bring suit against
an infringer and MSSM is joined as party plaintiff in any such suit,
MSSM shall have the right to approve the counsel selected by MAGNA
to represent MAGNA, such approval not to be unreasonably withheld.
The expenses of such suit or suits that MAGNA elects to bring,
including any expenses of MSSM incurred in conjunction with the
prosecution of such suit or the settlement thereof, shall be paid
for entirely by MAGNA and MAGNA shall hold MSSM free, clear and
harmless from and against any and all costs of such litigation,
including attorney's fees. MAGNA shall not compromise or settle such
litigation without the prior written consent of MSSM, which shall
not be unreasonably withheld.
c. If MAGNA exercises its right to xxx, it shall first reimburse itself
out of any sums recovered in such suit or in settlement thereof for
all costs and expenses of every kind and character, including
reasonable attorneys' fees, necessarily involved in the prosecution
of any such suit, and if after such reimbursement, any funds shall
remain from said recovery MAGNA shall promptly pay to MSSM an amount
equal to twenty-five (25%) percent of such remainder and MAGNA shall
be entitled to receive and retain the balance of the remainder of
such recovery.
d. If MAGNA does not bring suit against said infringer pursuant to
subsection b, above, or has not commenced negotiations with said
infringer for discontinuance of said infringement, within 90 days
after receipt of such notice, MSSM shall have the right, but not the
obligation, to bring suit for such infringement and to join MAGNA as
a party plaintiff, in which event MSSM shall hold MAGNA free, clear
and harmless from and against any and all costs and expenses of such
litigation, including attorneys' fees. In the event MSSM brings suit
for infringement of the Patent Rights, MSSM shall have the right to
first reimburse itself out of any sums recovered in such suit or
settlement thereof for all costs and expenses of every kind and
character, including reasonable attorneys' fees necessarily involved
in the prosecution of such suit, and if after such reimbursement,
any funds shall remain from said recovery, MSSM shall promptly pay
to MAGNA an amount equal to Twenty-five percent (25%) of such
remainder and MSSM shall be entitled to receive and retain the
balance of the remainder of such recovery.
e. Each party shall have the right to be represented by counsel of its
own selection, at its sole expense, in any suit for infringement of
the Patent Rights instituted by the other party to this Agreement
under the terms hereof.
f. MAGNA shall cooperate fully with MSSM at the request of MSSM,
including, by giving testimony and producing documents lawfully
requested in the course of a suit prosecuted by MSSM for
infringement of the Patent Rights; provided MSSM shall pay all
reasonable expenses (including attorneys' fees) incurred by MAGNA in
connection with such cooperation. MSSM shall cooperate with MAGNA in
the prosecution of a suit by MAGNA for infringement of the Patent
Rights, provided that MAGNA shall pay all reasonable expenses
(including attorneys' fees) involved in such cooperation.
g. MAGNA shall, upon receipt of reasonable documentation, promptly
reimburse MSSM for all of the fees and expenses reasonably incurred
by MSSM in the prosecution and maintenance of the Patent Rights.
7. Liability and Indemnification.
a. MAGNA shall indemnify, defend and hold harmless MSSM and its
trustees, officers, directors, medical and professional staff,
employees, students and agents and their respective successors,
heirs and assigns (the "Indemnitees"), against any liability,
damage, loss or expense (including reasonable attorneys' fees and
expenses of litigation) incurred by or imposed upon the Indemnitees
or any one of them in connection with any claims, suits, actions,
demands or judgments: (i) arising out of the design, production,
manufacture, sale, use in commerce or in human clinical trials,
lease, or promotion by MAGNA or by a licensee, Affiliate or agent of
MAGNA of any Licensed Product, process or service relating to, or
developed pursuant to, this Agreement, or (ii) arising out of any
other activities to be carried out by MAGNA pursuant to this
Agreement.
b. MAGNA's indemnification under subsection a.(i), above, shall apply
to any liability, damage, loss or expense whether or not it is
attributable to the negligent activities of the Indemnitees. MAGNA's
indemnification under subsection a (ii), above, shall not apply to
any liability, damage, loss or expense to the extent that it is
attributable to the gross negligence or intentional misconduct of
the Indemnitees.
c. MAGNA shall, at its own expense, provide attorneys reasonably
acceptable to MSSM to defend against any actions brought or filed
against any party indemnified hereunder with respect to the subject
of indemnity contained herein, whether or not such actions are
rightfully brought.
8. Security for Indemnification.
a. At such time as any Licensed Product is being commercially
distributed or sold (other than for the purpose of obtaining
regulatory approvals) by MAGNA or by a sub-licensee, Affiliate or
agent of MAGNA, MAGNA shall at its sole cost and expense, procure
and maintain policies of comprehensive general liability insurance
in amounts not less than $5 million per incident and $5 million
annual aggregate and naming the Indemnitees as additional insured
parties. Such comprehensive general liability insurance shall
provide (i) product liability coverage and (ii) broad form
contractual liability coverage for MAGNA's indemnification under
Section 7 of this Agreement. The minimum amounts of insurance
coverage required under this Section 8 shall not be construed as a
limit of MAGNA 's liability with respect to its indemnification
under Section 8 of this Agreement.
b. MAGNA shall provide MSSM with MAGNA written evidence of such
insurance upon request of MSSM. MAGNA shall provide MSSM with
written notice at least 60 days prior to the cancellation,
non-renewal or material change in such insurance; if MAGNA does not
obtain replacement insurance providing comparable coverage within
such 60 day period effective immediately upon notice to MAGNA, MSSM
shall have the right to terminate this Agreement effective at the
end of such 60 day period without notice or any additional waiting
periods.
c. MAGNA shall maintain such comprehensive general liability insurance
beyond the expiration or termination of this Agreement during: (i)
the period that any product, process or service, relating to, or
developed pursuant to, this Agreement is being commercially
distributed or sold (other than for the purpose of obtaining
regulatory approvals) by MAGNA or by a licensee, Affiliate or agent
of MAGNA, and (ii) a reasonable period after the period referred to
in (c)(i) above which in no event shall be less than three years.
9. Term and Termination.
a. This Agreement shall come into force as of the Effective Date.
Unless sooner terminated as provided herein, this Agreement shall
expire on the expiration of the last to expire of the Patent Rights.
b. At any time prior to expiration of the term of this Agreement either
party may terminate this Agreement forthwith for cause upon notice
to the other party. "Cause" for termination of this Agreement shall
be deemed to exist if either MSSM or MAGNA materially breaches or
defaults in the performance or observance of any of the provisions
of this Agreement and such breach or default is not cured within
ninety(90) days or, in the case of failure to pay any amounts due
hereunder, 30 days (unless otherwise specified herein) after the
giving of notice by the other party specifying such breach or
default, or if either MSSM or MAGNA discontinues its business or
becomes insolvent or bankrupt.
c. Any amount payable hereunder by one of the parties to the other,
which has not been paid by its due date of payment shall bear
interest from its due date of payment until the date of actual
payment, at a rate per annum equal to of two percent per annum in
excess of the Prime Rate prevailing at Citibank, N.A., New York, New
York, during the period of arrears and such amount and the interest
thereon may be set off against any amount due, whether in terms of
this Agreement or otherwise, to the party in default by any
non-defaulting party.
c. Upon termination of this Agreement for any reason, MSSM's rights in
and to the Patent Rights shall revert to MSSM. MAGNA's rights shall
remain with MAGNA.
d. Termination of this Agreement shall not relieve the parties of any
obligation occurring prior to such termination.
e. Sections 3b. 3c., 6, 7, 8 and 13 hereof shall survive and remain in
full force and effect after any termination, cancellation or
expiration of this Agreement.
10. Representation and Covenants
a. MSSM hereby represents, warrants, and covenants to the MAGNA hereto that
it is a corporation duly organized and validly existing under the laws of
the state or other jurisdiction of its incorporation or formation;
b. MAGNA hereby represents, warrants and covenants to the other party hereto
that it is a corporation duly organized and validly existing under the
laws of the state or other jurisdiction of its incorporation or formation;
c. Each of MSSM and MAGNA hereby represents, warrants and covenants to the
other party hereto as follows:
i) the execution, delivery and performance of this Agreement by
such party has been duly authorized by all requisite corporate
action;
ii) it has the power and authority to execute and deliver this
Agreement and to perform its obligations hereunder;
iii) the execution, delivery and performance by such party of this
Agreement and its compliance with the terms and provisions
hereof is not prohibited and does not and will result in a
breach of any of the terms and provisions of, or constitute a
default under, (i) a loan agreement, guaranty, financing
agreement, agreement affecting a product, or other agreement
or instrument binding or affecting it or its property; (ii)
the provisions of its charter documents or bylaws; or (iii)
any order, writ, injunction or decree of any court or
governmental authority entered against it or by which any of
its property is bound;
iv) the execution, delivery and performance of this Agreement by
such party does not require the consent, approval, or
authorization of, or notice, declaration, filing or
registration with, any governmental or regulatory authority,
and the execution, delivery or performance of this Agreement
will not violate any law, rule or regulation applicable to
such party;
v) this Agreement has been duly authorized, executed and
delivered and constitutes such party's legal, valid and
binding obligation enforceable against it in accordance with
its terms subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and
to the availability of particular remedies under general
equity principles; and
vi) it shall comply with all applicable material laws and
regulations relating to its activities under this Agreement.
vii) Each party represents that performance of all the terms of
this Agreement will not breach any agreement to keep in
confidence proprietary information acquired by a party prior
to the execution of this Agreement.
d. Except as otherwise expressly provided herein, MSSM hereby
represents, warrants and covenants to MAGNA that, to the best of its
knowledge and belief:
i) MSSM has the full right, power and authority to grant all of
the right, title and interest in the License; and
ii) there are no judgments or settlements against or owed by MSSM,
or any pending or threatened claims or litigation relating to
MSSM's interest in the Patent Rights.
11. Assignment.
Except for sublicenses granted in accordance with Section 2.b. and c.,
MAGNA shall not have the right to assign, delegate or transfer at any time
to any party, in whole or in part, any or all of MSSM's rights, duties and
interest herein granted without first obtaining the written consent of
MSSM to such assignment, such consent not to be unreasonably withheld,
provided that MAGNA may assign its License without the consent of MSSM if
the Assignee assumes MAGNA's obligations hereunder with respect to the
payment of royalties to MSSM.
12. Use of Name.
Neither party may use the name of the other or its Affiliates in any
publicity or advertising. Except as may be necessary in order to comply
with its public disclosure and reporting obligations under the securities
laws or other applicable law, a party may issue a press release or
otherwise publicize or disclose this Agreement or the confidential terms
and conditions hereof only with the prior written consent of the other
party.
13. Miscellaneous.
a. In carrying out this Agreement the parties shall comply with all
local, state and federal laws and regulations including but not
limited to, the provisions of Title 35 U.S.C.A. ss. 200 et seq. and
15 CFR ss. 368 et seq.
b. If any provision of this Agreement is determined to be invalid or
void, the remaining provisions shall remain in effect.
c. This Agreement shall be deemed to have been made in the State of New
York and shall be governed and interpreted in all respects under the
laws of the State of New York. Any and all disputes hereunder shall
be brought and resolved solely in the courts of the State of New
York in and for the Borough of Manhattan.
d. All payments or notices required or permitted to be given under this
agreement shall be given in writing and shall be effective when
either personally delivered or deposited, postage prepaid, in the
United States registered or certified mail, addressed as follows:
To MSSM: Mount MSSM School of Medicine of New York University
Attention: Executive Director.
Office of Industrial Liaison
Xxx Xxxxxxx X. Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Copy to: General Counsel (at the same address)
To MAGNA: Magna-Lab Inc.
Attention: Xxxx X. Xxxxxx, President
Six Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
or such other address or addresses as either party may hereafter
specify by written notice to the other. Such notices and
communications shall be deemed to have been received by the
addresses on the date of delivery if personally delivered or 14 days
after having been sent by registered mail.
e. This Agreement and the exhibits attached hereto constitute the
entire Agreement between the parties with respect to the subject
matter hereof and no variations, modification or waiver of any of
the terms or conditions hereof shall be deemed valid unless made in
writing and signed by both parties hereto. This Agreement supersedes
any and all prior agreements or understandings, whether oral or
written, between MAGNA and MSSM.
f. No waiver by either party of any non-performance or violation by the
other party of any of the covenants, obligations or agreements of
such other party hereunder shall be deemed to be a waiver of any
subsequent violation or non-performance of the same or any other
covenant, agreement or obligation, nor shall forbearance by any
party be deemed to be a waiver by such party of its rights or
remedies with respect to such violation or non-performance.
g. The descriptive headings contained in this Agreement are included
for convenience and reference only and shall not be held to expand,
modify or aid in the interpretation, construction or meaning of this
Agreement.
h. It is not the intent of the parties to create a partnership or joint
venture or to assume partnership responsibility or liability. The
obligations of the parties shall be limited to those set out herein
and such obligations shall be several and not joint.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
MOUNT SINAI SCHOOL OF MEDICINE MAGNA-LAB, INC.
OF NEW YORK UNIVERSITY
By: /s/ Xxxxxx Xxxx 09.11.02 By: /s/ Xxxx X. Xxxxxx 09.09.02
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Xxxx X. Xxxxxx
Date: Date:
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