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EXHIBIT 6.6
LICENSE AGREEMENT
This License Agreement is made as of the 15th day of January, 2000 by and
between IWM Proprietary, Ltd. a company organized and existing under the laws
of Australia ("Proprietary"), and InterGlobal Waste Management, Inc., a
California corporation ("IWM"), with reference to the following facts:
WHEREAS, Proprietary currently owns the right, title and interest to
intangible and intellectual property rights in and to certain technology to
treat wastewater from intensive animal industries, commonly known as the
Bioloc Technology (the "Property"); and
WHEREAS, Proprietary and IWM are affiliated companies, in that there is a
substantial overlap in the holders of the common stock of the two companies; and
WHEREAS, Proprietary and IWM have agreed that the Property may most
profitably and effectively be exploited by IWM, as opposed to Proprietary, for
a variety of reasons, including future capitalization and human resources;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All rights to exploit and use the Property, including all rights to
sublicense rights to the Property, are hereby licensed in perpetuity by
Proprietary to IWM, without warranty, express or implied, including but not
limited to warranties as to fitness for a particular use, merchantability, or
otherwise. The license granted hereby is intended to encompass all rights in
and to the Property, including but not necessarily limited to all tangible and
intangible rights, know-how, trade secrets, and patent rights, so that IWM will
be able to exploit and
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utilize the Property as if it is the full fee owner of the Property. In this
regard, Proprietary agrees to execute any assignment or other similar document
transferring in fee any right, title or interest in the Property to IWM.
2. In consideration of the license granted hereby, IWM shall pay to
Proprietary all sums necessary for the compensation of Xxxxxx Xxxxxxxx, Xxx
Xxxxxxxx, Xxxxxxxx Slizankiewicz, Xxxxxx Xxxx and Spunboa, Ltd. (Xxxx Xxxx), as
well as all costs and expenses incurred by Proprietary in connection with
research and development of the Property, at the discretion of the President of
IWM. In the event that IWM directly employs any of the individuals named
herein, the obligation shall cease with respect to the compensation of each
such employee.
3. This License Agreement shall be governed by the laws of the State of
California, and any action to enforce or interpret the terms hereof shall lie
only in the State or Federal Courts of Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have executed this License
Agreement as of the date first above written.
IWM PROPRIETARY, LTD
By:
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Xxxxxx Xxxxxxxx
Director
INTERGLOBAL WASTE MANAGEMENT, INC.
By:
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Xxxxxx Katerksy
Chairman of the Board
