EXCLUSIVE LICENSE AGREEMENT
EXHIBIT
10.1
This
Exclusive License Agreement is made and effective this 17th day of April 2009,
by and between WIND SAIL RECEPTOR. INC, a Nevada corporation, having a principal
place of business at 0000 Xxx Xxx, Xxxxxxx Xxxx, Xxxxxx 00000, hereinafter
referred to as “LICENSOR,” and INMEDICA DEVELOPMENT CORPORATION, a Utah
Corporation, having a principal place of business at 0000 Xxxx Xxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, hereinafter referred to as
“LICENSEE.”
WHEREAS,
LICENSOR is the owner of a certain Wind Sail Receptor Device, (UNIT of the
invention) for converting wind energy into electrical energy and is the sole
owner of the entire right, title and interest in and to U. S. and foreign patent
and patent applications involving a Wind Sail Receptor as embodied in United
States Patent Number 7,309,213 and is in the process of preparing to manufacture
wind power generation systems embodying the Wind Sail Receptor
technology;
WHEREAS,
LICENSEE desires to purchase from LICENSOR wind power generation systems (UNIT
of the invention) with a Wind Sail Receptor blade having a diameter of fifteen
(15) feet or less;
WHEREAS,
LICENSOR is willing to exclusively sell to LICENSEE wind power generation
systems with a Wind Sail Receptor blade having a diameter of fifteen (15) feet
or less for exclusive resale to the public in the United States, Canada, and the
United Kingdom and non-exclusive resale throughout the rest of the world, except
as to sales made in Latin America and subject to the terms and conditions set
forth herein.
NOW,
THEREFORE, based upon the mutual covenants and promises set forth herein, the
parties hereto agree as follows:
DEFINITIONS
1.
Patent
Rights means the above set out in U.S. Patent No. 7,309,213 for a Wind
Sail Receptor and all present and future patents and patent applications as are
or later filed in the U. S. and in foreign countries, if any.
2. Effective Date shall
mean the date first set forth in the preamble to this Agreement.
3. Net Selling Price
shall mean the selling price invoiced by LICENSOR to LICENSEE FOB LICENSOR’S
place of manufacturing upon delivery of each wind power generation system (UNIT
or UNITS of the invention) that includes the Wind Sail Receptor blade with a
diameter of fifteen (15) feet or less, hereinafter referred to as UNIT or UNITS,
to LICENSEE or its designee, less any and all discounts actually given, cost of
returns, and taxes, if any. The Net Selling Price invoiced to
LICENSEE shall be no greater than the then lowest selling price for the same
UNIT offered from time to time to any other third party person or
entity.
4.
Sold shall mean when
a UNIT as set out above, is manufactured, shipped or first used commercially and
has been paid for.
5.
Inventors. A
reference to inventors refers to Xxxxxxx X. Xxxxxxx and/or Xxxx X.
XxXxxxx
6.
Licensed Subject
Matter means the wind power generation system, UNIT, embodying the Wind
Sail Receptor blade having a diameter of fifteen (15) feet or less and
improvements thereto, if any.
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WITNESSETH
1.1. License
Grant. LICENSOR hereby sells, grants, transfers and conveys to
LICENSEE an Exclusive License to use, market, sell and distribute UNITS of the
Licensed Subject Matter in the United States, Canada, and the United Kingdom;
and, except for Countries in Latin America, hereby sells, grants, transfers and
conveys to LICENSEE a Non-Exclusive License for the rest of the world, including
trade secrets, know how, and the like. This license grant is limited
to the UNITS having a Wind Sail Receptor blade with a diameter of fifteen (15)
feet and less, and includes inventions and improvements thereto.
1.2. The
Licensed Subject Matter and all related wind energy products licensed hereby
shall include
any improvements, additions, or modifications of the version or versions of the
Licensed Subject Matter and all related wind energy products which LICENSOR has
licensed to LICENSEE including all materials, documentation and technical
information provided to LICENSEE in written or electronic form for use in
connection with the UNITS and all related wind energy products and to market and
distribute necessary support services. From time to time LICENSEE may, at its
sole discretion, develop its own direct distributor/dealer network. The rights
under this Agreement shall extend to LICENSEE’S distributors/dealers, as
applicable by contract between LICENSEE and its
distributors/dealers.
2.
Consideration. LICENSEE,
for and in consideration of the granting of this License shall work diligently
and use its best efforts research availability, seek out, process, and implement
any and all Local, State, and Federal Grants for use in the development,
manufacturing, marketing, and distribution of wind energy technology as it
directly relates to the Patent Rights and the Wind Sail Receptor
Technology. LICENSEE hereby agrees that any and all proceeds obtained
from any Grant source, after deducting the direct costs of obtaining the Grant,
shall be shared 50/50 between LICENSOR and LICENSEE until such time as LICENSOR
has received the sum of One Million Dollars ($1,000,000).
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3.
Minimum
Purchases. LICENSEE agrees that, after notice from LICENSOR
that it has commenced production and is ready to take orders for UNITS, LICENSEE
will, within the first year from the date of this Agreement, market, purchase,
and distribute One Hundred (100) UNITS and will continue to market, purchase,
and distribute UNITS for each year thereafter, per the schedule set forth below
for the life of this Agreement. Should the purchase schedule of UNITS
set forth below, not be fulfilled during any one year period, LICENSOR, may,
within its sole discretion, terminate this Agreement or may allow this Agreement
to continue as a Non-Exclusive License, as it shall determine. Said termination
or modification of the License to a Non-Exclusive License will take effect upon
LICENSOR’S mailing of Notice thereof by registered first class mail addressed to
LICENSEE.
LICENSEE’S:
ANNUAL UNIT PURCHASE SCHEDULE
|
First
Year:
|
100
UNITS;
|
|
Second
Year:
|
300
UNITS;
|
|
Third
Year:
|
600
UNITS;
|
|
Fourth
Year:
|
1200
UNITS;
|
|
Fifth
Year:
|
1500 UNITS and 1500 UNITS for each year
thereafter.
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4.
MUTUAL REPRESENTATIONS AND WARRANTIES
4.1 On the date of execution
hereof, LICENSOR and LICENSEE each will be duly organized, validly existing and
in good standing under the laws of the jurisdiction in which each is
organized. LICENSOR and LICENSEE each will have full power and
authority to carry on its business as currently being conducted, are duly
qualified and properly licensed to do business, and are in good standing as a
foreign corporation in every jurisdiction where the nature of its activities
requires such qualification or licensing.
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4.2
LICENSOR and
LICENSEE each have the full right, power, and authority to execute, consummate,
and perform this Agreement and every other document to be delivered in
connection with this Agreement, subject only to all the necessary approvals and
consents of each party’s Board of Directors which shall have been duly obtained
prior to the date of execution hereof. Upon due execution, this
Agreement and every such ancillary document shall be valid and binding upon
LICENSOR and LICENSEE enforceable in accordance with their respective terms
except as enforceability may be limited by applicable international, federal, or
state laws, including but not limited to bankruptcy, insolvency, reorganization,
or other laws or court decisions relating to or affecting generally the
enforcement of creditors rights or the availability of equitable remedies: and
neither the execution, delivery, consummation, or performance of this Agreement
or such ancillary documents shall conflict with, constitute a breach of
LICENSOR’S and LICENSEE’S respective articles of incorporation or bylaws, as
amended to date, or any note, mortgage, indenture, deed of trust or other
agreement or instrument to which either LICENSOR and LICENSEE is a party or by
which either may be bound nor, to the best of either LICENSOR’S and LICENSEE’S
knowledge and belief, any existing law, rule, regulation, any decree of any
union, or any order, judgment, injunction, writ or decree of any court or
governmental department, agency, commission, board or bureau, domestic or
foreign, having jurisdiction over LICENSOR and LICENSEE or their properties, nor
result in the creation of any lien or other encumbrance upon any of LICENSOR’S
and LICENSEE’S assets or property regardless of nature.
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4.3
Except for the consent of LICENSOR’S and LICENSEE’S Boards of
Directors and compliance with applicable federal and state securities laws, no
consent, approval, authorization or order of any court or governmental agency or
other body is required for LICENSOR and LICENSEE to consummate the transactions
contemplated in this Agreement and any ancillary documents executed herewith
knowledge and belief, LICENSOR and LICENSEE: (i) each has complied in all
material respects with each Party’s respective articles of incorporation and
bylaws, all applicable laws, regulations, rules, orders, judgments, writs,
decrees, or injunctions of federal, state, and municipal governments or any
department, agency, or other instrumentality thereof, domestic or foreign,
applicable to its business or properties; and (ii) each has not done or omitted
to do any act or acts which singly or in the aggregate are in violation of any
of the foregoing.
4.4
To the best of their knowledge and belief, LICENSOR and LICENSEE: (i) each have
complied in all material respects with each Party’s respective articles of
incorporation and bylaws, all applicable laws, regulations, rules, orders,
judgments, writs, decrees or injunctions or federal, state and municipal
governments or any department, agency or other instrumentality thereof, domestic
or foreign, applicable to its business or properties; and (ii) each has not done
or omitted to do any act or acts which singly or in the aggregate are in
violation of any of the foregoing.
4.5
All statements made in this Agreement, or in any attachment hereto, or in any
document or certificate executed and delivered herewith, by LICENSOR and
LICENSEE are true, correct, and complete to the best of their knowledge and
belief as of the Date of execution hereof. All statements contained
in any certificate made by any officer or director of LICENSOR and LICENSEE and
delivered to LICENSOR’S and LICENSEE’S behalf shall be deemed representations
and warranties of LICENSOR and LICENSEE and all representations, warranties and
covenants of LICENSOR and LICENSEE shall survive the execution and consummation
of this Agreement.
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4.6
LICENSOR and LICENSEE agree that time is of the essence in commercially
exploiting the technology licensed hereunder: and accordingly, LICENSOR agrees
to use its best efforts to complete development and begin manufacturing UNITS
for the sale and delivery to LICENSEE.
5.
Payment. Upon
notice by LICENSOR to LICENSEE of LICENSOR’S ability to deliver UNITS, LICENSEE
shall deliver Purchase Orders for UNITS to LICENSOR and will include a payment
of not less than one half (1/2) of the invoiced purchase price of each UNIT
pursuant to the pricing guidelines set forth herein, with the balance due upon
notice by LICENSOR to LICENSEE that LICENSEE’S purchase order is ready for
shipment. Whereupon, LICENSEE shall pay LICENSOR the balance due on its purchase
order, and thereafter LICENSOR shall ship the UNIT or UNITS to LICENSEE. Any and
all cost of delivery of Units shall be for the account of LICENSEE at its sole
expense.
6.
Term. The
term of this Agreement shall commence on the effective date of this Agreement
and continue for so long as LICENSEE is in compliance with the terms and
conditions hereof. However, should LICENSEE not be in compliance with
the terms and conditions hereof as set forth in paragraphs 2 through 4 herein
above, then the License herein granted, may, at the discretion of LICENSOR,
become non-exclusive, and if LICENSEE fails to make payment or payments as set
forth in paragraph 5 herein above, LICENSOR, at is discretion, may terminate
this Agreement as set forth below.
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7.
Termination. LICENSEE
can terminate this Agreement at any time after the effective date hereof by
LICENSEE notifying LICENSOR of such termination in writing directed by
registered first class mail to LICENSOR at the address set out herein or other
address supplied by LICENSOR to LICENSEE. Such termination shall be
effective thirty (30) days from the date received by LICENSOR.
Should
LICENSEE, after being given proper written notice of default and right to cure
pursuant to the terms and conditions set forth herein, fail to meet the terms
and conditions of this Agreement LICENSOR, at its sole discretion, may revise
this Agreement to be non-exclusive, or in the event LICENSEE fails to timely pay
for UNITS that it orders and receives pursuant to paragraph 5 herein above,
LICENSOR, at its discretion, may terminate this Agreement. Such
revision of this Agreement or termination shall be effective after written
notice is sent by LICENSOR to LICENSEE by registered first class mail addressed
to LICENSEE’S address set forth herein above or to an address as later supplied
by LICENSEE to LICENSOR. Upon receipt of Notice, LICENSEE shall have
thirty (30) days, after receipt of a written notice of termination, to cure the
cited default or bring any and all required payments current together with
interest at a rate of twelve (12) percent per annum from the date(s) that such
payments were due. If said default or non-payment set forth in the
written notice of default is not cured within the thirty (30) day period, then
this License shall be null and void without a requirement for further action by
LICENSOR. Upon the occurrence of a default by LICENSEE of the terms
and conditions of this Agreement, other than the failure to make payments as set
out in paragraph 5, LICENSOR may, in its sole discretion, give written notice of
its intention to revise this Agreement to a non-exclusive license if such
default is not timely cured. Such written notice shall be sent by
registered first class mail to LICENSEE’S address set forth above or such other
address as LICENSEE shall supply to LICENSOR. Such written notice
shall recite the claimed default with reference to this
Agreement. Upon receipt of such written notice, LICENSEE shall take
prompt steps to correct the default and shall timely inform LICENSOR of the
steps taken. Should LICENSEE fail to take appropriate measures to
correct such a default, LICENSOR, after thirty (30) days, may notify LICENSEE in
writing of the revision of this Agreement to a non-exclusive License, which
notice shall be sent by registered first class mail as set forth herein
above. Should LICENSEE correct the said default to LICENSOR’s
satisfaction, or have taken steps that are satisfactory to LICENSOR that will
cure such default, then the termination or the revision of this Agreement to a
non-exclusive License will be considered withdrawn.
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8.
LICENSEE’S
Obligations Upon Termination. Upon termination, any contracts and
agreements as LICENSEE may have entered into or negotiated directly relating to
the sale or purchase of UNITS, may be assumed by LICENSOR at LICENSOR’s sole
discretion. In such assumption, LICENSOR is hereby granted the right
and authority to negotiate directly with parties LICENSEE has contracted, with
an effort to negotiate more favorable terms. It is understood,
however, that LICENSOR is not obligated to undertake or assume any liability of
LICENSEE under any contracts as LICENSEE has entered into and that LICENSOR will
only become liable for such agreements as they expressly, in writing,
assume.
Termination
of this Agreement shall not relieve LICENSEE of any burden or obligation of
payment for past purchases of UNITS as have been delivered to LICENSEE or to
LICENSEE’S designee.
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9.
Confidentiality. Notwithstanding
the State and Federal disclosure requirements of a 1933/1934 Securities Act
regulated public company, LICENSEE agrees to maintain as confidential all of the
Licensed Subject Matter hereunder, including trade secrets and the like, as may
be disclosed by LICENSOR to LICENSEE. LICENSOR, however, agrees to
permit LICENSEE to bring prospective engineers, investors, distributors,
dealers, and other necessary persons to LICENSOR’S offices and/or testing and
manufacturing facilities for the purpose of demonstrating the various wind
energy products as it is manufacturing: and once full scale production has
begun, LICENSOR will allow LICENSEE to bring Distributors and Dealers to
LICENSOR’S designated facility to provide training. For providing
which training, LICENSEE shall pay LICENSOR a reasonable amount to compensate
LICENSOR for its time and out of pocket expenses.
10.
Trademarks. LICENSEE,
with the input of LICENSOR, may utilize the LICENSOR’S trademark “WIND SAIL
RECEPTOR” and other trademarks as LICENSOR may acquire from time to time
covering “UNITS” of the Invention, for inclusion in its advertising materials
and the like.
11.
Infringement. LICENSEE
agrees that, if in the course of marketing UNITS, it receives any claim of, or
threatened action or suit for infringement, of any patents belonging to third
parties, that it will immediately notify LICENSOR of same. LICENSOR,
upon notification, shall take charge of the defense of such action, as LICENSOR
determines, including the hiring of attorneys of its own selection who shall
defend any such action. If any such action should be instigated
against LICENSOR and LICENSEE jointly, LICENSOR shall defend such action on
behalf of both parties through attorneys of its choosing and shall pay all costs
associated therewith. LICENSEE shall assist with such defense: and
accordingly shall, without charge, make available to LICENSOR any relevant
records, information, samples, tests, reports, engineering data, and the like,
and shall at its own cost make all reasonable efforts to secure the testimony of
its employees and shall cooperate with such defense as requested by
LICENSOR.
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In the
event LICENSEE shall determine that one or more of the Patent Rights licensed
hereunder are being infringed, LICENSEE, after such determination, shall no
longer communicate with such suspected infringer and shall provide LICENSOR with
evidence as LICENSEE may have acquired showing such infringement. If
LICENSOR shall determine that an infringement exists, LICENSOR may take action
to suppress the infringement to the extent of bringing suit against such
infringer, if necessary. LICENSOR, however, is under no obligation to
bring such suit or to prosecute more than one suit at any one time involving a
claim for infringement of any of the Patents cited
hereunder. Should LICENSOR determine to bring action for
infringement, then any recovery there from shall be solely for the benefit of
LICENSOR.
12.
Assignment. This
Agreement is personal to LICENSEE and may not be assigned without the prior
written approval of LICENSOR. It is, however, assignable by LICENSOR
to a successor to its entire business or to a third party who will agree in
writing to be bound by this the terms and conditions of this
Agreement. Assignment will, however, in no way relieve LICENSOR or
LICENSEE of their obligations under the provisions of this
Agreement.
13.
Liability. LICENSOR,
at its sole expense, shall carry commercially reasonable product liability
insurance to cover product liability claims. Product liability
responsibility of LICENSOR shall not extend to claims arising out of the
transport or installation of UNITS and wind energy products, and LICENSEE agrees
to be responsible for the UNITS after they leave LICENSOR’S facility as freight
on board; and LICENSEE and/or its Distributors, Dealers, and Installation
Contractors shall carry reasonable product and general liability insurance and
assume all financial and service obligations for UNITS sold by it, and hereby
expressly absolves and holds harmless LICENSOR from all liability as it incurs
from transport, installation, and operation of UNIT and wind energy products
attributable to LICENSEE, its Distributors, Dealers, and Installation
Contractors.
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14.
Warranties. LICENSOR
shall provide a competitive commercially reasonable Manufacturer’s Warranty on
all UNITS and wind energy products as it manufactures and sells to
LICENSEE. LICENSEE shall provide a warranty or cause its
Distributors, Dealers, or Installation Contractors to provide a warranty with
respect to transport and installation of UNITS and related wind energy
products.
15.
Non-waiver
Provisions. Failure by LICENSOR or LICENSEE to enforce any
provision of this Agreement, or any right in respect hereto or to exercise any
election herein shall in no way be considered to be a waiver of such provision,
right, or election nor in any way shall such effect the validity of this
Agreement. The exercise by LICENSOR or LICENSEE of any of their
rights, herein or any of their elections under the terms or conditions herein
shall also not preclude or prejudice LICENSOR or LICENSEE from exercising the
same or any other right as they may have under this Agreement irrespective of
any previous action or proceeding taken by LICENSOR or LICENSEE
hereunder.
16. Termination/Bankruptcy. Unless
otherwise provided by law, LICENSOR shall have the right to terminate this
Agreement and any sublicense or sublicenses granted hereunder upon the filing by
LICENSEE of a petition in bankruptcy or insolvency, or upon or after a
declaration of bankruptcy or insolvency, or upon or after the filing by LICENSEE
of any petition or answer seeking reorganization, readjustment, or arrangement
under any law relating to bankruptcy or insolvency, as could involve the
appointment of receiver for all or any part of the property of LICENSEE, or upon
or after the initiation by LICENSEE of any proceedings for the liquidation or
winding up of its business or for the termination of its corporate charter; and
upon the exercise of such rights, any license or sublicense granted shall
automatically terminate fifteen (15) days after notice in writing to that effect
has been given by LICENSOR to LICENSEE or to a licensee or
sub-licensee.
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Should,
however, a petition in bankruptcy or insolvency, or upon or after a declaration
of bankruptcy or insolvency, or upon or after the filing by LICENSEE of any
petition or answer seeking reorganization, readjustment or arrangement under any
law relating to bankruptcy or insolvency, as could involve the appointment of
receiver for all or any part of the property of LICENSEE, or upon or after the
initiation by LICENSEE of any proceedings for the liquidation or winding up of
its business or for the termination of its corporate charter, and a court of
proper jurisdiction shall prevent such liquidation or termination, it is agreed
that the provisions of paragraphs 2 through 5 shall remain in force and effect;
and all amounts due and payable there under shall accrue as a responsibility of
a successor in interest, who acquires from such court the rights and
responsibilities under this Agreement.
17.
Construction. This
Agreement shall be governed by and construed in accordance with the laws of the
United States of America and the State of Nevada. This Agreement
constitutes the entire agreement between the parties with respect to the Subject
Matter Licensed hereunder and shall supercede any previous communications,
representations, understandings and agreements, either oral or written, between
the parties or any officer or representative thereof with respect to the subject
matter of this Agreement.
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18.
Entire
Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supercedes all prior agreements, understandings, negotiations, and discussions,
whether oral or written, relating to the subject matter of this Agreement. No
supplement, modification, waiver, or termination of this Agreement shall be
valid unless executed by the party to be bound thereby. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly
provided.
19. Notices. Any
notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given (i) if personally delivered, when
so delivered, (ii) if mailed, one (1) week after having been placed in the
United States mail, registered or certified, postage prepaid, addressed to the
party to whom it is directed at the address set forth above.
Either
party may change the address to which such notices are to be addressed by giving
the other party notice in the manner herein set forth.
20.
Third
Parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than LICENSOR or LICENSEE any rights or
remedies under or by reason of this Agreement.
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21.
Injunctive
Relief. Each party hereby acknowledges and agrees that it
would be difficult to fully compensate the other party for damages resulting
from the breach or threatened breach of any provision of this Agreement and,
accordingly, that each party shall be entitled to temporary and injunctive
relief, including temporary restraining orders, preliminary injunctions, and
permanent injunctions to enforce such provisions without the necessity of
proving actual damages or being required to post any bond or undertaking in
connection with any such action. This provision with respect to
injunctive relief shall not diminish, however, the right of either party to any
other relief or to claim and recover damages.
22.
Headings. Section
and subsection headings are not to be considered part of this Agreement and are
included solely for convenience and reference and in no way define, limit or
describe the scope of this Agreement or the intent of any provisions
hereof.
23.
Attorneys’
Fees. In the event any party takes legal action to enforce any
of the terms of this Agreement, the unsuccessful party to such action shall pay
the successful party’s expenses (including, but not limited to, attorneys’ fees
and costs) incurred in such action.
24.
Arbitration. Any
controversy arising out of or relating to this Agreement or the transactions
contemplated hereby may be referred to arbitration before the American
Arbitration Association strictly in accordance with the terms of this Agreement
and the substantive law of the State of Nevada with the agreement of the
parties. The board of arbitrators shall convene at a place mutually
acceptable to the parties in the State of Nevada; and if the place of
arbitration cannot be agreed upon, arbitration shall be conducted in Las Vegas,
Nevada. The parties hereto agree to accept the decision of the board
of arbitrators, and judgment upon any award rendered hereunder may be entered in
any court having jurisdiction thereof. Neither party shall institute
a proceeding hereunder until that party has furnished to the other party, by
registered mail, at least thirty (30) days prior written notice of its intent to
do so.
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25.
Force
Majeure. Except for obligations of payment, neither LICENSOR
nor LICENSEE shall be liable for non-performance caused by any circumstances
beyond their reasonable control, including, but not limited to, lightning,
earthquake, storm, strike, lockout or other industrial disturbance, shortage of
necessary labor, acts of enemies, sabotage, war, blockage, insurrection, riot,
epidemic, landslide, flood, fire, washout, or the order of any court or
authority, which circumstance by the exercise of due diligence the party
invoking this paragraph 25 is unable to prevent or overcome, provided, however,
that (i) lack of financial capacity shall in no event be deemed to be a cause
beyond a party’s control and (ii) no party shall be entitled to invoke this
paragraph 25 if the failure to observe or perform any of the covenants or
obligations herein imposed upon it was caused by such party failing to act in a
reasonable and prudent manner under the circumstances, or failing to remedy the
condition with reasonable diligence, or failing to give notice as soon as
possible after determining that an event of force majeure has occurred and
specifying those covenants or conditions such party will be unable to perform,
or was the result of a knowing or negligent breach by such party of any
applicable laws, regulations, agreements, or contracts.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first written above.
WIND SAIL RECEPTOR, INC., LICENSOR | |||
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By:
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/s/ Xxxxxxx X. Xxxxxxx | |
Xxxxxxx X. Xxxxxxx, President and CEO | |||