EXHIBIT 10.18
LICENSE AGREEMENT BY AND AMONG XX. XXXXXXXXX KOMATSU
JAPAN ZXY CO. LTD., ASIA GLOVE, INC., ZYX INTERNATIONAL,
INC, AND GLOBAL ASSETS AND SERVICES, INC.
LICENSE AGREEMENT
THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached
hereto (the "Agreement"), effective as of September 20, 2002 (the
"EffectiveDate"), is entered into, by and among Xx. Xxxxxxxxx Komatsu, a
Japanese individual, Japan ZXY Co. Ltd., a Japanese Corporation, Asia Glove
Inc., a Japanese Corporation, ZYX International Inc., a Nevada Corporation, and
Global Assets and Services Inc., a Florida Corporation.
Recitals
A. Xx. Xxxxxxxxx Komatsu,(hereafter called KOMATSU), the Patentees of the
Japanese Patents No.0000000 and others (See the Exhibit A) with Japan
Patent Office and the related existing and pending international
patents, is an individual residing at 000 Xxxxxxxx, Xxxxxxxxx-Xxx,
Xxxxxxxx-Xxx, Xxxxx (See the Exhibit A for the Patents Descriptions.)
B. SK ZYX Research Co., (hereinafter called SKZYX) who has certain rights
pertained to the patents of "Tomigel"(Patent No.3175072) and "Junon
Systems,"(Patent -see the Exhibit A)), including the existing and
pending international patents, is a corporation duly organized and
existing under and by virtue of the law of Japan and having its
principle place of business at 0-0-0 Xxxxx- xxxxxxx, Xxxxxxxxx, Xxxxx
Xxxxx and herein represented by Shigetomi Komatsu, as the
Representative Director President
C. Japan ZYX Co., (hereinafter called JZC) is the registered owner of the
these Patents and has the right to grant licenses under certificate of
patents #3175072 and the others(See the Exhibit A) for "Tomigel", and
"Junon Sytems," respectively, including existing and pending
international patents ,is a corporation duly organized and existing
under and by virtue of the law of Japan and having its principle place
of business at 0-0-00 Xxxxxxxx-xxx X xxxxxxxx 0xx xxxxx, Xxxxx Xxxxx
and herein represented by Renji Shirakami, in his company as the
Representative Director Vice President
D. Asia Glove, Inc., (hereinafter called AGI) who has the exclusive sales
and manufacturing rights of these patents for "Tomigel" and "Junon
System," in North America and South America, is a corporation duly
organized and existing under and by virtue of the law of Japan and
having its principle place of business at 0-0- 00 Xxxxxxxx-xxx X
xxxxxxxx 0xx xxxxx, Xxxxx Xxxxx and herein represented by Xxxx
Xxxxxxxxx, as the Representative Director President
E. ZYX International, Inc., (hereinafter known as ZII) is a Nevada
Corporation, and a wholly owned subsidiary of Global Assets and
Services, Inc., and has its principle offices at 0000 Xxxx Xxxxxxxxx
Xxx, Xxxxx 000, Xxxxx, XX 00000,.
F. Global Assets and Services, Inc., a Florida corporation (hereinafter
called GAS) publicly traded on the Nasdaq OTCBB under the symbol
"XXXX" has its principle place of business at 0000 Xxxx Xxxxxxxxx Xxx,
Xxxxx 000, Xxxxx, XX 00000,.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged and hereby agree as
follows:
1. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
indicated:
1.1. "Confidential Information" shall have the meaning set forth in
Section 10.1 below.
1.2. "Improvements" shall mean the improvements, modifications, or
enhancements to the Licensed Patents.
1.3. "Licensed Patents" shall mean those patents, inventors'
certificates and patent applications, together with any renewal, division,
continuation, continued prosecution application or continuation-in-part of any
of such patents, certificates and applications, any and all patents or
certificates of invention issuing thereon, and any and all reissues, reexamina-
tions, extensions,
divisions, renewals of or to any of the foregoing, and any foreign counterparts
of any of the foregoing.
1.4. "Licensed Product" shall mean any material, composition, product,
device, or procedure.
1.5 "Gross Revenues" shall mean one-third of gross revenues received by
Japan ZYX Co.
1.6. "Sublicensee(s)" shall mean any third party to whom Licensee has
sublicensed any or all of the rights in, to and under the Licensed Patents
licensed to Licensee hereunder.
1.7 "Licensors" shall mean the following parties: Xx. Xxxxxxxxx Komatsu,
SK ZYX Research Co.,Japan ZYX Co., and Asia Glove, Inc.
1.8 "Licensees" shall mean the following parties: ZYX International,
Inc., and Global Assets and Services, Inc.
2. ASSIGNMENT OF RIGHTS AND COMPENSATION
2.1 JZC will receive 20% of ZII's shares issued and
outstanding. (10 million out of 50 million shares).
2.2 AGI will receive 25% of ZII's shares issued and
outstanding. (12.5 million out of 50 million shares).
2.3 ZII will have exlusive rights to produce produce and
sell "Tomigel" and "Junon System" in North America and South
America and their territories, based upon these patents
defined in the Exhibit A.
2.4 ZII will receive one third of all revenues of JZC.
3. LICENSES
3.1 License Grant. Subject to the terms and conditions of this Agree-
ment, Japan ZYX Co. hereby grants to Licensee, ZYX International, Inc. one-third
of gross revenues of Japan ZYX Co., exclusive license, including the right to
grant sublicenses in accordance with Section 3.2.
3.2. Sublicenses. Subject to the terms and conditions of this Agreement,
Licensee shall have the right to sublicense any or all of the rights granted to
Licensee under Section 3.1; provided that any such sublicense shall be made
pursuant to a binding and written agreement which protects Japan ZYX Co./Asia
Glove, Inc's. interests and rights in its proprietary information and
intellectual property to at least the same extent as this Agreement.
4. PAYMENTS AND RELATED OBLIGATIONS
4.1 Payment Terms. Japan ZYX Co., Ltd shall pay the one-third gross
revenue payment monthly. Such payment shall take place by the end of the
subsequent month, and shall be payable in Yen.
4.2. Taxes. All parties shall be responsible for all appropriate taxes
and shall indemnify and hold harmless each other.
4.3. Inspection of Books and Records. Global Assets and Services, Inc.
shall have the right to review books and records pertaining to the gross
revenues of Japan ZYX Co. Upon two weeks prior notice to Japan ZYX Co., Global
Assets and Services, Inc., or independent accountants selected by Global Assets
and Services, Inc., may have access to such books and records to prepare the
necessary regulatory reports for filings of the Security and Exchange
Commission.
5. IMPROVEMENTS AND JOINT INVENTIONS.
5.1. Disclosure. As soon as reasonably possible, either upon creation,
development of an Improvement or conception or reduction to practice of a Joint
Invention, as the case may be, each party shall disclose the same in writing to
the other. All such disclosures shall be maintained in confidence by the
receiving party.
5.2. Improvements. In the event that Licensee develops or creates
Improvements, and subject to the terms and conditions of this Agreement,
Licensee agrees to grant and hereby grants to Japan ZYX Co./Asia Glove, Inc.,
sublicensable, non-cancellable, right and license, under Licensee's right, title
and interest to and under the Improvements to make, use, sell, distribute, offer
to sell, import and export such Improvements (and to have such rights exercised
on Japan ZYX Co./Asia Glove, Inc., behalf by third parties) outside the Field.
6. PATENT MAINTENANCE AND ENFORCEMENT
6.1. Patent Enforcement.
6.1.1. If either party hereto becomes aware that any Licensed
Patents or Joint Patents are being or have been infringed by any third party in
the Field, such party shall promptly notify the other party hereto in writing
initial right, but not the obligation, as to Licensee to institute, prosecute
and control any action, suit or proceeding (an "Action") with respect to such
infringement in the Field, including any declaratory judgment action, at its
expense, using counsel of its choice and Licensee shall cooperate reasonably
with Japan ZYX Co./Asia Glove, Inc.
6.1.2. In the event Japan ZYX Co./Asia Glove, Inc. fails to
initiate any Action involving the LicensedPatents or Joint Patents within
30 days of receiving notice of any commercially significant infringement,
Licensee shall have the right, but not the obligation,
to initiate and/or maintain such Action at its expense, and Japan ZYX Co./Asia
Glove, Inc. shall cooperate reasonably with Licensee, at Licensee's request.
6.2. Cooperation. In any Action, the parties shall provide each other with
reasonable cooperation and assistance, including agreeing to be named as a party
to such Action, and, upon the request and at the expense of the party bringing
such Action, the other party shall make available, at reasonable times and under
appropriate conditions, all relevant personnel, records, papers, information,
samples, specimens, and the like in its possession. Notwithstanding any other
provision of this Article 6, neither party shall make any settlements of any
suit, proceeding or action relating to an infringement of any Licensed Patents
in the Field or Joint Patents that would materially and adversely affect the
other party or the rights and licenses granted hereunder without first obtaining
such other party's prior written consent, such consent not to be unreasonably
withheld or delayed.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1. Representations, Warranties and Covenants of Japan ZYX Co./Asia
Glove, Inc. represents and warrants that, as of the Effective Date:
7.1.1. Japan ZYX Co./Asia Glove Inc. are corporations, duly
organized, validly existing and in good standing under the laws of its state of
incorporation;
7.1.2. Japan ZYX Co./Asia Glove Inc. have the right and authority
to grant the rights and licenses granted to Licensee under this Agreement;
7.1.3. The execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate action on the part of Japan
ZYX Co./Asia Glove, Inc.
7.2. Representations, Warranties and Covenants of Licensee. Licensee
represents, warrants and covenants that, as of the Effective Date:
7.2.1. Licensees are corporations, duly organized validly existing
and in good standing under the laws of its state of incorporation;
7.2.2. The execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate action on the part of
Licensees; and
7.2.3. Licensee will not practice any of the rights in, to or
under the Licensed Patents or Joint Patents outside of the Field.
7.3. Nothing in this Agreement shall be construed as conferring, by
implication, or otherwise, any license or rights under any patents of Japan ZYX
Co./Asia Glove, Inc. other than the Licensed Patents, regardless of whether such
patents are dominant or subordinate to the Licensed Patents.
7.4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY AND ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO
THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND
ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND USAGE OF TRADE.
8. INDEMNIFICATION
Indemnity. Licensee shall indemnify, defend and hold harmless Japan ZYX
Co./Asia Glove, Inc., and its directors, officers, employees, agents and
consultants (each an "Indemnitee") from and against any and all liabilities,
damages, losses, costs or expenses (including reasonable attorneys' and
professional fees and other expenses of litigation and/or arbitration) (a
"Liability") resulting from or arising out of a claim, suit or proceeding
brought by a third party against an Indemnitee for personal injury, death,
product liability or property damage arising out of or related to the
manufacture, use, or sale of Licensed Products except to the extent such claim
is caused by the gross negligence or willful misconduct of Japan ZYX Co./Asia
Glove, Inc.
9. TERMS OF CONTRACT
Terms. The term of this Agreement shall commence on the Effective Date and
continue in full force and effect until expiration or termination on November
27, 2014. If notice of termination is not received from either party within
thirty days prior to expiration date, terms and agreements of this contract are
automatically extended for five years.
10. CONFIDENTIAL INFORMATION
10.1. Confidentiality. In connection with this Agreement, the parties will
provide to each other Confidential Information, including but not limited to
each party's know-how, invention disclosures, proprietary materials and/or
technologies, economic information, business or research strategies, trade
secrets and material embodiments thereof. As used herein, "Confidential
Information" means any information of a confidential or proprietary nature
disclosed by a party to this Agreement to the other party in written or oral
form.
10.2. Legal Disclosures. It shall not be a violation of this Article 10 to
disclose Confidential Information required to be disclosed under applicable law,
but such disclosure shall be only for the sole purpose of and solely to the
extent required by such law, and provided that the recipient, to the extent
possible, shall give the disclosing party prior written notice of the proposed
disclosure and cooperate fully with the disclosing party to minimize the scope
of any such required disclosure, to the extent possible and in accordance with
applicable law.
11. MISCELLANEOUS
11.1. Press Releases. The parties may agree to issue a joint press
release upon execution of this Agreement or as promptly as practicable
thereafter. The content of any such joint press release will be agreed upon by
both parties.
11.2. Governing Law. This Agreement shall be governed by, and construed
and interpreted, in accordance with the internal laws of the State of Florida.
11.3. Export Regulations. Licensee agrees that this Agreement is subject
in all respects to the laws and regulations of the United States of America,
including the Export Administration Act of 1979, as amended, and any regulations
thereunder.
11.4. Limitation of Liability. EXCEPT WITH RESPECT TO EACH PARTY'S
INDEMNITY OBLIGATIONS UNDER ARTICLE 8 AND CONFIDENTIALITY OBLIGATIONS UNDER
ARTICLE 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES OF THE OTHER PARTY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF
LIABILITY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.5. Arbitration. All disputes arising between the parties under this
Agreement will be settled by arbitration conducted in the English language in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The parties will cooperate with each other in causing the
arbitration to be held in as efficient and expeditious a manner as practicable.
Any arbitration proceeding instituted under this Agreement will be brought in a
mutually agreeable neutral territory. Any award rendered by the arbitrators will
be final and binding upon the parties hereto. Judgment upon the award may be
entered in any court of record of competent jurisdiction. Each party will pay
its own expenses of arbitration and the expenses of the arbitrators will be
equally shared unless the arbitrators assess as part of their award all or any
part of the arbitration expenses of one party (including reasonable
attorneys' fees) against the other party. Each party irrevocably and
unconditionally consents to the jurisdiction of any such proceeding and waives
any objection that it may have to personal jurisdiction or the laying of venue
of any such proceeding.
11.6. Force Majeure. Neither party shall be held responsible for any delay
or failure in performance (with the exception of the payment of money) hereunder
to the extent caused by strikes, embargoes, unexpected government requirements,
civil or military authorities, acts of God, earthquake, or by the public enemy
or other causes reasonably beyond such party's control and without such party's
fault or negligence; provided that the affected party notifies the unaffected
party as soon as reasonably possible, and resumes performance hereunder as soon
as reasonably possible following cessation of such force majeure event.
11.7. Independent Contractors. The relationship of Japan ZYX Co./Asia
Glove Co. Ltd. and Licensee established by this Agreement is that of independent
contractors. Nothing in this Agreement shall be constructed to create any other
relationship between Japan ZYX Co./Asia Glove, Inc. and Licensee. Neither party
shall have any right, power or authority to bind the other or assume, create or
incur any expense, liability or obligation, express or implied, on behalf of the
other.
11.8. Assignment. The parties agree that their rights and obligations under
this Agreement may not be transferred or assigned to a third party without the
prior written consent of the other party hereto. Notwithstanding the foregoing,
a party may transfer or assign its rights and obligations under this Agreement,
without consent, to a successor to all or substantially all of its business or
assets relating to this Agreement whether by sale, merger, operation of law or
otherwise.
11.8.1 In the event that Japan ZYX Co./Asia Glove, Inc., loses
the patent right for any reason, ZYX International will retain, per this
agreement, all rights pertaining to the manufacture, sales, and distribution of
"Tomigel" and "Junon System" in North America and South America. This shall be
agreed upon by SK ZYX Research Co., and Xx. Xxxxxxxxx Komatsu.
11.9. Notices. Any notice, report, communication or consent required or
permitted by this Agreement shall be in writing and shall be sent (a) by prepaid
registered or certified mail, return receipt requested, (b) by overnight express
delivery service by a nationally recognized courier, or (c) via confirmed
facsimile or telecopy, followed within five (5) days by a copy mailed in the
preceding manner, addressed to the other party at the address shown below or at
such other address for which such party gives notice hereunder. Such notice will
be deemed to have been given when delivered or, if delivery is not accomplished
by some fault of the addressee, when tendered.
Xx. Xxxxxxxxx Xxxxxxx
000 Xxxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx-Xxx,
Xxxxx
Japan ZYX Co.
0-0-00 Xxxxxxxx-xxx X xxxxxxxx 0xx xxxxx, Xxxxx Xxxxx
Asia Glove, Inc.
0-0-00 Xxxxxxxx-xxx X xxxxxxxx 0xx xxxxx, Xxxxx Xxxxx
ZYX International, Inc.
0000 Xxxx Xxxxxxxxx Xxx, Xxxxx 000, Xxxxx, XX 00000.
Global Assets and Services, Inc.
0000 Xxxx Xxxxxxxxx Xxx, Xxxxx 000, Xxxxx, XX 00000.
11.10. Modification; Waiver. This Agreement may not be altered, amended
or modified in any way except by a writing signed by all parties. The failure of
any party to enforce any rights or provisions of the Agreement shall not be
construed to be a waiver of such rights or provisions, or a waiver by such party
to thereafter enforce such rights or provision or any other rights or provisions
hereunder. No waiver shall be effective unless made in writing and signed by the
waiving party.
11.11. Entire Agreement. The parties hereto acknowledge that this Agree-
ment, together with the exhibits attached hereto, set forth the entire agreement
and understanding of the parties as to the subject matter hereto, and supersedes
all prior and contemporaneous discussions, agreements and writings in respect
hereto.
11.12. Headings. The article, section and paragraph headings contained
herein are for the purposes of convenience only and are not intended to define
or limit the contents of the articles, sections or paragraphs to which such
headings apply.
11.13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, All parties indicated below and Licensee has executed
this Agreement by their respective duly authorized representatives.
Licensors: Licensee:
/s/ Xx. Xxxxxxxxx Komatsu /s/ Xxxxx Xxx
-------------------------- ------------------------------
Xx. Xxxxxxxxx Komatsu Xxxxx Xxx
Parent Company of Licensee:
/s/ Shigetomi Komatsu
--------------------------
SK ZYX Research Co.
/s/ Xxxxxxx Xxxxxx
--------------------------------
Global Assets and Services, Inc.
/s/ Renji Shirakamil
--------------------------
Japan ZYX Co.
/s/ Xxxx Xxxxxxxxx
--------------------------
Asia Glove, Inc
EXHIBIT A
Description of Patents
A. "Tomigel"
1. Patent Number 3175072, with Commissioner, JAPAN PATENT
OFFICE, granted and registered April 6th, 2001
Title of Invention : INORGANIC HARDENING AGENT AND
ITS MANUFACTURING METHOD
2. International Patent filed on September, 2002 with
The International Patent Office in Switzerland.
B "Junon System"
1. Patent Numbers, with Commissioner, JAPAN PATENT
OFFICE, granted and registered on dates indicated below:
Patent No.:
No. 1581420 October 11, 1990
No. 3156127 September 11, 1998
Registered New Application No.:
No. 3047761 October 2, 1998
No. 3060372 June 9, 1999
2. International Patents:
a. Patent No. 2,105,142 with Canadian Intellectual Property
Office, granted and registered on March 03, 2001
Title of Invention : METHOD OF RECOVERING
POLYSTYRENE WASTE MATERIALS
ITS APPARATUS FOR DISSOLVING
APOSTILLE
(Convention de La Haye du 5 Octobre 1961)
1. Country: JAPAN
this public document
2. has been signed by Toshiaki HOUKIN
3. acting in the capacity of Director of the Tokyo Legal Affairs
Bureau
4. bears the seal/stamp of
Certified
5. at Tokyo 6. Sep 12 2002
7. by the Ministry of Foreign Affairs
8. 02 - No 000976
9. Seal/stamp: 10. Signatures:
/s/ X. Xxxxxxxx
Xxxxxxxx XXXXXXXX
------------------------
For the Minister for Foreign
Affairs
Registration NO.1320
NOTARIAL CERTIFICATE
This is to certify that Xx. xxxx XXXXXXXXX, President of Asia
Glove, Inc., has acknowledged himself in my very presence that
the signature on the foregoing document is his own.
Dated this 12th day of Sep., 2002.
/s/ Akira Kitan
--------------------------------
AKIRA KITAN
NOTARY
