THIS AGREEMENT (the "Agreement") is made the 15th day of December 2008. Between:
EXHIBIT 10.3
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.
|
B. |
The
License requires certain conditions and/or events to be met by various
dates.
|
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.
|
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:
1
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 |
2
IN
WITNESS WHEREOF this Agreement has been executed as of the day and year set out
below.
For and on
behalf of:
BT2 International, Inc. | ||
Signature:
|
||
Name: | Xxxxxxx Xxxxxxx | |
Designation: | Chief Executive Officer | |
Date: | Jan. 28, 2009 | |
In the presence of: | ||
Name: | XXXXXX X. XXXXX | |
Date: | Jan. 28, 2009 | |
For and on behalf of: | ||
Xxxxx Xxxxxxx | ||
Signature: | ||
Name: | Xxxxx Xxxxxxx | |
Designation: | Owner, Exmocare LLC | |
Date: | Jan. 28, 2009 | |
In the presence of: | ||
Name: | XXXXXX X. XXXXX | |
Date: | Jan. 28, 2009 |
3