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EXHIBIT 10.52
Sixth Memorandum Agreement
This Sixth Memorandum Agreement is made between American Dental
Technologies, Inc. ("ADT"), a Delaware Corporation, and Denics Co., Ltd.
("DENICS"), a Japanese Corporation (formerly referred to as Dental Innovate
Corporation).
RECITALS
WHEREAS, ADT and DENICS entered into a Memorandum Agreement on June 10,
1993 (the "Memorandum Agreement"), as amended by an Amendment Agreement dated
August 16, 1993 with respect to, inter alia, the granting of license by ADT to
DENICS for the manufacture and sale of the KCP 2000 and the formation of a
joint venture;
WHEREAS, ADT and DENICS entered into a Supplemental Agreement on July
27, 1993, as amended by a Letter Agreement dated July 27, 1993, and the
Amendment Agreement with respect to, inter alia, the granting of a license by
ADT to DENICS for the manufacture and sale of the dLase 300, 400 and 800 and for
the PulseMaster 300, 600 and 1000;
WHEREAS, ADT and DENICS entered into a Letter Agreement in February
1994 with respect to certain purchases of PulseMasters, a loan by DENICS to
ADT, and other matters;
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WHEREAS, ADT and DENICS entered into a Second Memorandum Agreement
dated February 24, 1995 with respect to certain purchases of products and other
matters;
WHEREAS, ADT and DENICS entered into a Third Memorandum Agreement dated
February 23, 1996 with respect to certain purchases of products and other
matters;
WHEREAS, ADT and DENICS entered into a Joint Venture Agreement dated
October 31, 1996 with respect to a joint operation in the Pacific Rim
Territories;
WHEREAS, ADT and DENICS entered into a Fourth Memorandum Agreement
dated October 31, 1996 with respect to the manufacture, distribution and
marketing of dental products in Japan;
WHEREAS, ADT and DENICS entered into a Fifth Memorandum Agreement dated
June 12, 1997 with respect to operations in the Pacific Rim Territories; and
WHEREAS, ADT and DENICS wish to cancel the Joint Venture Agreement and
Fifth Memorandum Agreement, and provide for the ownership, management and
operation of the business in the Pacific Rim Territories by ADT and for the
prepayment of the loan from ADT to DENICS;
NOW, THEREFORE, in consideration of the premises and the covenants,
representations, warranties and agreements herein
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contained, and intending to be legally bound hereby, the parties agree as
follow:
1. Definitions
In this Agreement, the following terms shall have the following
meanings.
a. The "Products" means all dental air abrasive products and all
laser products for dental use.
b. The "Pacific Rim Territories" means the following countries:
China (including Hong Kong)
Taiwan
Korea (North and South)
India
Pakistan
Australia
New Zealand
Singapore
Thailand
Malaysia
Indonesia
c. The "Goodwill" means the goodwill generally defined in the
generally accepted accounting principles in the U.S. and Japan.
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2. Cancellation
The Joint Venture Agreement and the Fifth Memorandum Agreement are
hereby canceled.
3. Assignment of Goodwill
DENICS shall assign the Goodwill connected with the marketing of the
Products in the Pacific Rim Territories to ADT, and ADT shall be entitled to
all the profits from ADT's marketing of the Products in the Pacific Rim
Territories. ADT shall have the exclusive right to manufacture, market,
distribute, sell and commercialize the Products in the Pacific Rim Territories
for a period of 10 years after execution of this Agreement.
4. Consideration
In consideration of the Goodwill, ADT will make a payment of $1,000,000
USD to DENICS. Since the joint venture is canceled, the 214,190 share of ADT
common stock, Certificate CS3614, ADT previously issued to DENICS for an
interest in the joint venture is hereby canceled, and the certificate (or
certificate issued for such shares as a result of the reverse split) will be
returned to ADT upon payment by ADT hereunder.
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5. Non-Competition
DENICS agree that it will not engage in the marketing or sales of the
Products in the Pacific Rim Territories for a term of 10 years after execution
of this Agreement.
6. Purchase of LE600 Lasers for Remainder of Fiscal Year 1997 and for
Fiscal Year 1998
a. For the remainder of Fiscal Year 1997, DENICS shall purchase
from ADT a total of 70 units of LE600. For Fiscal Year 1998,
DENICS shall purchase from ADT a total of 120 units of LE600.
The price shall be $17,500 USD per unit. Such prices shall be
FOB U.S. shipping point.
b. Commencing September, 1997 and for the remainder of Fiscal Year
1997, DENICS shall purchase a minimum of 10 units of LE600 per
month until the total quantity reaches 70 units for Fiscal
Year 1997.
Commencing April, 1998 and for Fiscal Year 1998, DENICS shall
purchase a minimum of 10 units LE600 per month until the total
quantity reached 120 units.
This Agreement constitutes a purchase order which ADT may ship
against. Payment will be due 60 days from date of shipment.
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7. Prepayment of Loan
ADT owes DENICS $600,000 plus accrued interest on the loan as set forth
in the Letter Agreement in February, 1994. ADT agrees to pay $500,000 and
DENICS agrees to accept $500,000 in full payment of all amounts due on the loan.
8. Acceptance and Payment
This Agreement will be enforceable upon DENICS execution and faxing a
copy to ADT at 000-000-0000. ADT may rely upon the faxed copy. Upon receipt
of a faxed copy of this signed agreement, ADT will immediately wire to DENICS
$1,500,000 USD as payment under paragraphs 4 and 7 less the amount of any
invoices from ADT to DENICS totaling no more than $753,750.
9. Other Rights
Except as set forth above, this Sixth Memorandum Agreement does not
alter or modify any other rights of DENICS or ADT under the prior agreements
which shall be binding on the successors, assigns and affiliates of the
parties.
10. Governing Law; Arbitration
It is hereby confirmed that Paragraphs 4.1 (Governing Law) and 4.2
(Arbitration) of the Memorandum Agreement apply to this Agreement.
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Executed effective June 23, 1997.
American Dental Technologies, Inc. Denics Co., Ltd.
By: /s/ Xxx X. Xxxxxxx By: /s/ X. Xxxx
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Xxx X. Xxxxxxx Xxxxx Xxxx
President & C.E.O. President
