THIS AGREEMENT (the "Agreement") is made the 15th day of December 2008. Between:
EXHIBIT 10.2
THIS AGREEMENT (the "Agreement") is made the 15th day of December 2008. Between:
(1) Xxxxx Xxxxxxx, founder and inventor of the BT2 technology, an individual whose address is at 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx (hereinafter called "the Licensor") of the first part;
And
(2) BT2 International, Inc., a company incorporated in Nevada whose registered office is at Suite 2067, 0000 Xxxxxx Xxxx, Xxx Xxxxx XX 00000-0000 (hereinafter called "the Licensee") of the second part.
WHEREAS:
| A. |
The Licensor and Licensee have completed and signed a Technology License Agreement on the 8th day of June 2008.
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| B. |
The License requires certain conditions and/or events to be met by various dates.
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| C. |
After working together on the project, the Licensor and Licensee have mutually found these conditions and/or events and dates need to be amended.
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| D. |
The License granted to the Licensee, is an exclusive, transferable and non-revocable right and licence to the Technology within the Territory, subject to the terms and conditions set forth therein.
|
| E. | The Licensee has now purchased a new Delaware corporation (Xxxxxxx House Corp. to be renamed Exmovere, Inc,) that is prepared to become a public company, and both parties wish to transfer certain rights and obligations from the License Agreement to this new Delaware corporation. |
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the receipt and sufficiency are acknowledged, the parties hereby agree as follows:
All terms and conditions of the original Technology License Agreement (copy attached) shall be transferred, with the following amendments/exceptions:
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Article 1 Definitions
"Field of Use" shall be amended by adding:
" - except for use in the field of diabetes. Rights for such use in the field of diabetes shall remain with BT2 International Inc."
Article 3 Fees and Grant of Equity
This section will be deleted and replaced with the following:
Exmovere Inc. shall adopt a Royalty Policy similar to that described in Schedule 2 of the Technology License Agreement. However, Exmovere's policy shall require the Company to allocate 5% of Category 1 revenues (BT2 sales or other product sales) and 10% of Category 2 revenues (Monthly monitoring revenue & revenue from the sale of services).
Such royalty shall be placed into a Royalty Pool. Payments from this royalty pool shall be made on a quarterly basis, within 15 days after the end of the quarter, as follows:
20 % of the pool shall be paid to BT2 International Inc. 80% of the pool shall be paid to Exmocare LLC, et al
In the event a financing is obtained that requires dilution of the payments from this royalty pool, the parties shall dilute on a pro rata basis.
Schedule 2 Directors' Resolution - Royalty Policy
Deleted and replaced with the above.
Schedule 3 Milestones and Grant of Equity
Deleted and replaced with the following:
Exmovere Inc. shall issue 15,003,000 common shares for the transferred license rights.
Such common shares shall be issued as follows:
| BT2 International Inc | 2,910,000 shares | |
| Exmocare, et al | 11,640,000 shares | |
| Belmont Partners Inc | 453,000 shares |
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IN WITNESS WHEREOF this Agreement has been executed as of the day and year set out below.
For and on behalf of:
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