EXHIBIT 10.21
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT dated as of May 13, 1996 between XL Vision, Inc.,
a Delaware corporation ("XL"), and MicroVision, Inc., a Delaware corporation
("MV").
WHEREAS, XL wishes to reorganize certain of its businesses; and
WHEREAS, as part of that reorganization, XL wishes to contribute
certain assets and technology to MV in consideration for common stock, par
value $.01 per share ("Common Stock"), of MV and the assumption by MV of
certain liabilities and obligations of XL;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and agreements herein contained and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
1. Contribution of Assets. XL hereby transfers and assigns to MV, and
MV accepts, all of XL's right, title and interest in and to all XL's assets,
properties, and rights, tangible and intangible, wherever situated,
specifically related to XL's MicroVision business (the "Business"), including
without limitation:
(i) those assets and properties listed on Schedule A attached hereto
or reflected on the balance sheet attached hereto (the "Balance Sheet"), with
only such changes therein as shall have occurred in the regular and ordinary
course of the Business since the date of the balance sheet,
(ii) all rights of XL under all agreements, contracts, arrangements,
commitments, leases, patents, copyrights, trademarks, trade names,
applications for patents, copyrights, trademarks or trade names, proposals,
licenses, permits, authorizations, instruments and other documents related to
the Business,
(iii) all intellectual property rights, technical information and
know-how, and all documentation therfor, related to the Business, and
(iv) the business, operations and goodwill of the Business as a going
concern (collectively referred to as the "Assigned Assets").
XL will, from time to time, at the reasonable request of MV and without
any further consideration, execute and deliver, or cause to be executed and
delivered, such additional instruments, notices, releases, certificates,
powers of attorney, assurances, assignments, bills of sale, and other
documents and do all such further acts as MV may reasonably require in order
to effectively transfer the Assigned Assets.
2. Assumption of Liabilities. MV hereby assumes and agrees to pay,
perform and discharge when due, and become directly and solely responsible
for, all of the liabilities and obligations of XL related specifically to
the Business as set forth below (the "Assumed Liabilities");
(i) all liabilities listed on a schedule A or disclosed on the
Balance Sheet which have not been paid or discharged prior to the date hereof;
(ii) all liabilities of the Business arising in the ordinary course
of business between March 31, 1996 and the date hereof, to the extent that
the same have not been paid or discharged prior to the date hereof; and
(iii) all liabilities and obligations of XL in respect of the
agreements, contracts, licenses, arrangements, commitments, leases,
proposals, licenses, permits, authorizations, instruments, and other
documents specifically related to the Business, including without limitation
those agreements, contracts, etc. listed on Schedule A.
MV will, from time to time, at the reasonable request of XL and without
any further consideration, execute and deliver, or cause to be executed
and delivered, such additional instruments, notices, releases, certificates,
powers of attorney, assurances and other documents and do all such further
acts as XL may reasonably require in order for MV to effectively assume the
Assumed Liabilities.
3. Stock Issuance. In consideration of the transfer of the Assigned
Assets, MV hereby issues and sells to XL 1,545,000 shares of its Common Stock,
par value $.01 per share, and its delivering to XL a certificate for such
shares, which shall be free and clear of all liens and encumbrances, fully
paid and nonassessable.
4. Entire Agreement. This Agreement and the Schedule A hereto and the
Balance Sheet contain the entire agreement of the parties with respect to the
subject matter hereof and there are no agreements, understandings,
representations or warranties between the parties other than those set forth
or referred to herein. This Agreement is not intended to confer upon any
person not a party hereto (and their successors and assigns permitted herein)
any rights or remedies hereunder.
5. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
and assigns.
6. Amendments and Waivers. This Agreement may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought.
7. Governing Law. This Agreement shall be governed by and constructed
in accordance with the laws of the State of Delaware without reference to the
choice of law principles thereof.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
shall be considered one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties as of the date first above written.
XL VISION, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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MICROVISION MEDICAL SYSTEM, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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MicroVision Medical Systems, Inc.
Balance Sheet
(estimated)
30-Apr-96
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Assets:
Inventories
Stock Status Inventory $ 90,000
Project Capitalization 140,000
Property & Equipment 160,000
License Fees 100,000
Intangable Assets - Capitalized costs 280,000
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Total Assets 770,000
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Liabilities:
Accounts Payable 100,000
Accrued Payroll & Benefits
Accrued Payroll 25,000
Accrued Vacation 32,000
Accrued FICA 4,400
Due To XL Vision 5,008,600
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Total Liabilities 5,170,000
Accumulated Retained Deficit (4,400,000)
Total Liabilities and Equity $ 770,000
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