Exhibit 10.2
TECHNOLOGY LICENSE AGREEMENT
THIS Agreement is between Crystalix Technology, Inc. ("Crystal"), whose address
is 0000 Xxxxx Xxxxxxx, Xxx. 000, Xxx Xxxxx, XX 00000, and Xxxxxxxxxxxx.xxx,
Inc., a Florida corporation having a principal place of business located at 000
Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("Licensee").
TABLE OF CONTENTS
RECITALS
1. EFFECTIVE DATE
2. DEFINITIONS
3. WARRANTY, SUPERIOR RIGHTS AND REPRESENTATIONS
4. LICENSE
5. PAYMENTS AND REPORTS
6. TERM AND TERMINATION
7. ASSIGNMENT
8. INDEMNIFICATION
9. USE OF BOARD AND COMPONENT'S NAME
10. CONFIDENTIAL INFORMATION
11. ALTERNATE DISPUTE RESOLUTION
12. GENERAL
SIGNATURES
RECITALS
A. Crystalix owns certain Technology Rights and Patents related to Licensed
Subject Matter, which were developed by Crystalix.
B. Crystalix desires to have the Licensed Subject Matter developed and used
for the benefit of Licensee.
C. Licensee wishes to obtain a license from Crystalix.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein
contained, the parties agree as follows:
1. EFFECTIVE DATE
This Agreement is effective October 4, 2002 ("Effective Date").
2. DEFINITIONS
As used in this Agreement, the following terms have the meanings indicated:
2.1 "AFFILIATE" means any business entity more than 50% owned by Licensee, any
business entity which owns more than 50% of Licensee, or any business entity
that is more than 50% owned by a business entity that owns more than 50% of
Licensee.
2.2 "LICENSED FIELD" means Laser Technology field.
2.3 "LICENSED PRODUCT" means any product Sold by Licensee comprising Licensed
Subject Matter pursuant to this Agreement.
2.4 "LICENSED SUBJECT MATTER" means inventions and discoveries considered to be
proprietary know-how or Technology Rights which are within Licensed Field.
2.5 "LICENSED TERRITORY" means the United States of America.
2.6 "NET SALES" means the gross revenues received by Licensee from the Sale of
Licensed Products less sales and/or use taxes actually paid, import and/or
export duties actually paid, outbound transportation prepaid or allowed, and
amounts allowed or credited due to returns (not to exceed the original billing
or invoice amount).
2.7 "SALE OR SOLD" means the transfer or disposition of a Licensed Product for
value to a party other than Licensee.
2.8 "TECHNOLOGY RIGHTS" means Board's rights in technical information, know-how,
processes, procedures, compositions, devices, methods, formulas, protocols,
techniques, software, designs, drawings or data created by Crystalix before the
Effective Date.
3. WARRANTY: SUPERIOR-RIGHTS
3.1 Crystalix represents and warrants its belief that (i) it is the owner of the
entire right, title, and interest in and to Licensed Subject Matter, (ii) it has
the sole right to grant licenses thereunder, and (iii) it has not knowingly
granted licenses thereunder to any other entity that would restrict rights
granted to Licensee except as stated herein.
3.2 Licensee understands and acknowledges that Board, by this Agreement, makes
no representation as to the operability or fitness for any use, safety,
efficacy, ability to obtain regulatory approval, and/or breadth of the Licensed
Subject Matter.
3.3 Licensee, by execution hereof, acknowledges, covenants and agrees that it
has not been induced in any way by Crystalix or its employees to enter into this
Agreement, and further warrants and represents that (i) it has conducted
sufficient due diligence with respect to all items and issues pertaining to this
Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee
has adequate knowledge and expertise, or has utilized knowledgeable and expert
consultants, to adequately conduct the due diligence, and agrees to accept all
risks inherent herein.
4. LICENSE
4.1 Crystalix hereby grants to Licensee an exclusive license under Licensed
Subject Matter to manufacture, have manufactured, and/or sell Licensed Products
within the Licensed Territory for use within Licensed Field. This grant is
subject to the payment by Licensee to Crystalix of all consideration as provided
herein, and is further subject to rights retained by Crystalix to:
a. Publish the general scientific findings from research related to
Licensed Subject Matter subject to the terms of Section 10,
Confidential Information; and
b. Use Licensed Subject Matter for research, teaching and other related
purposes.
4.2 Licensee may extend the license granted herein to any Affiliate if the
Affiliate consents to be bound by this Agreement to the same extent as Licensee.
4.3 Licensee may grant sublicenses consistent with this Agreement if Licensee is
responsible for the operations of its sublicensees relevant to this Agreement as
if the operations were carried out by Licensee. Licensee must deliver to
Crystalix a true and correct copy of each sublicense granted by Licensee, and
any modification or termination thereof, within 30 days after execution,
modification, or termination. When this Agreement is terminated, all existing
sublicenses granted by Licensee must be assigned to Crystalix.
5. PAYMENTS AND REPORTS
5.1 In consideration of rights granted by Crystalix to Licensee under this
Agreement, Licensee will pay Crystalix the following:
a. A non-refundable license fee in the amount of 7,000,000 shares of
Licensee's Class A Preferred Stock, due and payable when this
Agreement is executed by Licensee;
6. TERM AND TERMINATION
6.1 The term of this Agreement is from the Effective Date for a period of 10
years.
6.2 This Agreement will earlier terminate:
a. automatically if Licensee becomes bankrupt or insolvent and/or if the
business of Licensee is placed in the hands of a receiver, assignee,
or trustee, whether by voluntary act of Licensee or otherwise; or
b. upon 90 days written notice if Licensee breaches or defaults on any
other obligation under this Agreement, unless, before the end of the
30 day period, Licensee has cured the default or breach and so
notifies Crystalix, stating the manner of the cure; or
c. at any time by mutual written agreement between Licensee and
Crystalix, upon 180 days written notice to all parties and subject to
any terms herein which survive termination.
6.3 If this Agreement is terminated for any cause:
a. nothing herein will be construed to release either party of any
obligation matured prior to the effective date of the termination;
b. after the effective date of the termination, Licensee may sell all
Licensed Products and parts therefor it has on hand at the date of
termination; and
c. Licensee will be bound by the provisions of Articles 8
(Indemnification), 9 (Use of Crystalix and Component's Name), and 10
(Confidential Information) of this Agreement.
7. ASSIGNMENT
Except in connection with the sale of substantially all of Licensee's assets to
a third party, this Agreement may not be assigned by Licensee without the prior
written consent of Crystalix, which will not be unreasonably withheld.
8. INDEMNIFICATION
Licensee agrees to hold harmless and indemnify Crystalix, its officers,
employees and agents from and against any claims, demands, or causes of action
whatsoever, including without limitation those arising on account of any injury
or death of persons or damage to property caused by, or arising out of, or
resulting from, the exercise or practice of the license granted hereunder by
Licensee, its Affiliates or their officers, employees, agents or
representatives.
9. USE OF CRYSTALIX AND COMPONENT'S NAME
Licensee may not use the name of Crystalix without express written consent.
10. CONFIDENTIAL INFORMATION AND PUBLICATION
10.1 Crysalix and Licensee each agree that all information contained in
documents marked "confidential" and forwarded to one by the other (i) be
received in strict confidence, (ii) be used only for the purposes of this
Agreement, and (iii) not be disclosed by the recipient party, its agents or
employees without the prior written consent of the other party, except to the
extent that the recipient party can establish competent written proof that such
information:
a. was in the public domain at the time of disclosure;
b. later became part of the public domain through no act or omission of
the recipient party, it's employees, agents, successors or assigns;
c. was lawfully disclosed to the recipient party by a third party having
the right to disclose it;
d. was already known by the recipient party at the time of disclosure;
e. was independently developed by the recipient; or
f. is required by law or regulation to be disclosed.
10.2 Each party's obligation of confidence hereunder shall be fulfilled by using
at least the same degree of care with the other party's confidential information
as it uses to protect its own confidential information. This obligation shall
exist while this Agreement is in force and for a period of 3 years thereafter.
11. ALTERNATE DISPUTE RESOLUTION
Any dispute or controversy arising out of or relating to this Agreement, its
construction or its actual or alleged breach will be decided by mediation. If
the mediation does not result in a resolution of such dispute or controversy, it
will be finally decided by an appropriate method of alternate dispute
resolution, including without limitation, arbitration, conducted in the city of
Las Vegas, Nevada in accordance with the Commercial Dispute Resolution
Procedures of the American Arbitration Association. The arbitration panel will
include members knowledgeable in the evaluation of Laser technology. Judgment
upon the award rendered may be entered in the highest court or forum having
jurisdiction, state or federal. The provisions of this Article 11 will not apply
to any dispute or controversy as to which any treaty or law prohibits such
arbitration. The decision of the arbitration must be sanctioned by a court of
law having jurisdiction to be binding upon and enforceable by the parties.
12. GENERAL
12.1 This Agreement constitutes the entire and only agreement between the
parties for Licensed Subject Matter and all other prior negotiations,
representations, agreements, and understandings are superseded hereby. No
agreements altering or supplementing the terms hereof may be made except by a
written document signed by both parties.
12.2 Any notice required by this Agreement must be given by prepaid, first
class, certified mail, return receipt requested, addressed in the case of
Crystalix to:
Crystalix Technology, Inc.
0000 X. Xxxxxxx #000
Xxx Xxxxx, XX 00000
or in the case of Licensee to:
Xxxxxxxxxxxx.xxx, Inc.
000 Xxxxxx Xxx, Xxxxx 000
Xxxxxxxxx, XX 00000
or other addresses as may be given from time to time under the terms of this
notice provision.
12.3 Licensee must comply with all applicable federal, state and local laws and
regulations in connection with its activities pursuant to this Agreement.
12.4 This Agreement will be construed and enforced in accordance with the laws
of the United States of America and of the State of Nevada.
12.5 Failure of Crystalix to enforce a right under this Agreement will not act
as a waiver of that right or the ability to later assert that right relative to
the particular situation involved.
12.6 Headings are included herein for convenience only and shall not be used to
construe this Agreement.
12.7 If any part of this Agreement is for any reason found to be unenforceable,
all other parts nevertheless remain enforceable.
IN WITNESS WHEREOF, parties hereto have caused their duly authorized
representatives to execute this Agreement.
Crystalix Technology, Inc. Xxxxxxxxxxxx.xxx, Inc.
By _______________________________ By __________________________________
Name: ____________________________ Name: _______________________________
Date: _______________ Date: _______________
