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EXHIBIT 10.16
SOLE COMMERCIAL PATENT LICENSE AGREEMENT
THIS AGREEMENT, made effective on the 4 day of May, 1995, by and
between XXXXXX XXXXXXXX ENERGY SYSTEMS, INC., (hereinafter "Energy Systems"), a
corporation organized and existing under the laws of the State of Delaware and
whose address for notices is Xxxx Xxxxxx Xxx 0000, Xxx Xxxxx, Xxxxxxxxx
00000-0000, and SpectRx, (hereinafter "Licensee"), a corporation organized and
existing under the laws of the State of Delaware and whose address for notices
is 0000X Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000.
W I T N E S S:
A. Energy Systems, pursuant to Xxxxxxxx Xx. XX-XX00-00XX00000
(hereinafter "Prime Contract") with the United States Government as represented
by the Department of Energy (hereinafter "DOE") has developed and/or obtained
rights to Proprietary Rights relating to Products subject to the DOE
non-exclusive, nontransferable, irrevocable, paid- up license for the United
States Government and certain march-in rights and any other conditions of
waivers granted by the DOE; and
B. Licensee desires to obtain rights under Energy Systems,
Proprietary Rights.
THEREFORE, in consideration of the foregoing premises,
covenants and agreements contained herein, the parties hereto agree to be bound
as follows:
1. Definitions.
1.1 "Proprietary Rights" shall mean Energy Systems' United States patents
and patent applications listed in Exhibit A attached hereto and hereby
incorporated into this Agreement by reference and all continuations,
continuations- in-part, divisions, reissues, reexaminations and temporal
extensions of any of the foregoing.
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1.2 "Products" shall mean any and all products manufactured, used, sold or
transferred by Licensee covered by one or more claims of the Proprietary Rights
licensed hereunder.
1.3 "Net Sales" shall mean the total amounts invoiced to purchasers during
the accounting period in question for Products sold by Licensee, less
allowances for returns of Products, discounts, commissions, freight, and excise
or other taxes on Products. Net Sales in the case of Products used or
transferred by Licensee shall mean the fair market value of Products as if they
were sold to an unrelated third party in similar quantities.
2. Grants.
2.1 Subject to the terms and conditions of this Agreement, Energy Systems
hereby grants to Licensee the sole commercial (non-U.S.-Government) right and
license, in the United States, to manufacture, use, sell or offer for sale
Products in the field of "Diagnostic Applications Involving the Eye."
2.2 Energy Systems hereby agrees not to grant to any other party right and
license to Proprietary Rights in accordance with the grant hereinabove as long
as Licensee abides by the terms and conditions of this Agreement, unless
required to so grant such right and license in accordance with Federal
Statutory or Regulatory enactments conditioning the waiver of rights to Energy
Systems by the DOE, particularly as set forth in 41 CFR 9-9.109-(6)i; 10 CFR
Part 781; or 37 CFR Part 404.
2.3 Licensee agrees that any Products for use or sale in the United States
shall be manufactured substantially in the United States.
2.4 Should Licensee fail to make a good faith effort to meet the
commercialization milestones described in Exhibit C, Energy Systems shall have
the option, to be exercised on thirty (30) days written notice anytime during
the next succeeding calendar year, to convert this license grant to a
non-exclusive license. Such non-exclusive license shall have the grant
restriction described in Paragraph 2.1.
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However, in the event Energy Systems exercises its conversion option under this
paragraph, Energy Systems will agree to concurrently negotiate, in good faith,
a lower royalty rate than the one described in Exhibit B.
2.5 Licensee agrees to affix appropriate markings of the applicable Energy
Systems' proprietary rights (and the fact that Energy Systems was the source of
these rights) upon or in association with Licensee's Products or licensed
services and Licensee agrees to use its best efforts to follow any guidance
from Energy Systems concerning such markings.
3. Royalties and Commercialization Plan.
3.1 In consideration of the right and license granted herein, Licensee
agrees to the provisions of Exhibit B and Exhibit C attached hereto and hereby
incorporated herein by reference.
3.2 No royalties shall be owing on any Products produced for or under any
Federal governmental agency contract pursuant to the DOE non-exclusive license
for Federal governmental purposes but only to the extent that Licensee can show
that the Federal government received a discount on Product sales which discount
is equivalent to or greater than the amount of any such royalty that would
otherwise be due. Any sales for Federal governmental purposes shall be
reported under the Records and Reports Section hereinbelow by providing: (a) a
Federal government contract number; (b) identification of the Federal
government agency; and (c) a description as to how the benefit of the royalty
free sale was passed onto the Federal government.
3.3 The royalty provisions of Exhibit B shall be offset by any advances
made by Licensee in the Infringement by Third Parties Section hereinbelow.
3.4 Upon termination of this Agreement for any reason whatsoever, any
royalties that remain unpaid shall be properly reported and paid to Energy
Systems within (30) days of any such termination.
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4. Records and Reports.
4.1 Licensee agrees to keep adequate records in sufficient detail to
enable royalties payable hereunder to be determined and to provide such records
for inspection by authorized representatives of Energy Systems at any time
during regular business hours of Licensee. Such inspection may occur on 14
days written notice by Energy Systems to Licensee. Licensee agrees that any
additional records of Licensee, as Energy Systems may reasonably determine are
necessary to verify the above records, shall also be provided to Energy Systems
for inspection.
4.2 Within thirty (30) calendar days after the close of each calendar
half-year during the term of this Agreement (i.e. July 31) and within sixty
(60) calendar days after the close of each calendar year (i.e. February 28 or
February 29), Licensee will furnish Energy Systems a written report providing:
(a) all domestic Net Sales in U.S. Dollars during the preceding calendar
half-year period including any Federal governmental agency under Section 3.2
hereinabove and all export Net Sales, if none so indicate; (b) amount of
royalties due in U.S. Dollars for the preceding calendar half-year period
pursuant to the provisions hereof; and (c) payment of the royalties due in U.S.
Dollars payable to the order of Xxxxxx Xxxxxxxx Energy Systems, Inc., pursuant
to the report to be transmitted in accordance with the Notices Section of this
Agreement hereinbelow.
4.3 Should Licensee fail to make any payment to Energy Systems within the
time period prescribed for such payment, then the unpaid amount shall bear
interest at the rate of one and one half percent (1.5%) per month from the date
when payment was due until payment in full, with interest, is made.
5. Technical Assistance.
5.1 Energy Systems agrees, upon the written request of Licensee, to assist
Licensee in obtaining necessary DOE approvals for technical assistance at
Energy
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Systems' facilities under appropriate agreements. The cost of such technical
assistance shall be paid for by the Licensee.
5.2 Energy Systems agrees to permit its employees, within Energy Systems'
corporate policy guidelines then in effect and subject to DOE requirements then
in effect, to provide consulting services to Licensee with reference to
Licensee's use and commercial exploitation of the Proprietary Rights as
contemplated herein. Licensee shall make payment directly to the individual
consultant(s) for all such services.
6. Infringement by Third Parties.
6.1 Licensee shall give notice of any discovered third-party infringement
to Energy Systems. In the event that Energy Systems does not take appropriate
action to stop or prevent such infringement within ninety (90) days after
receiving such notice and diligently pursue such action, Licensee has the right
to take appropriate action to stop and prevent the infringement, including the
right to file suit.
6.2 In the event that Licensee files suit to stop infringement or defends
any action against the validity of the patent, Licensee shall indemnify and
hold Energy Systems harmless against all liability, expense and costs,
including attorneys' fees incurred as a result of any such suit.
6.3 Licensee may, however, apply all such Licensee costs as a reduction of
any royalties due and payable to Energy Systems under the terms of this
Agreement at such time as verified bills of costs actually incurred are
reported to Energy Systems in accordance with the Records and Reports Section
hereinabove.
6.4 In the event Licensee secures a judgment against any third party
infringer, after accounting for and paying all of Licensee's costs associated
with prosecution of such action as well as paying Energy Systems for any
reduction of royalties pursuant to this section, Licensee shall pay Energy
Systems its royalties as set forth
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hereinabove on any balance of proceeds actually received and Licensee shall
retain any such remaining balance of proceeds.
6.5 The parties hereby agree to cooperate with each other in the
prosecution of any such legal actions or settlement actions undertaken under
this section and each will provide to the other all pertinent data in its
possession which may be helpful in the prosecution of such actions; provided,
however, that the party in control of such action shall reimburse the other
party for any and all costs and expenses in providing data and other
information necessary to the conduct of the action.
6.6 The party having filed such action shall be in control of such action
and shall have the right to dispose of such action in whatever reasonable
manner it determines to be the best interest of parties hereto, except that any
settlement which affects or admits issues of patent validity shall require the
advance written approval of Energy Systems.
7. Representations and Warranties.
7.1 Energy Systems represents and warrants that Exhibit A contains a
complete and accurate listing of all the Proprietary Rights licensed and that
Energy Systems has the right to grant the rights, licenses, and privileges
granted herein.
7.2 Energy Systems represents and warrants that Energy Systems has no
knowledge of any claims of infringement filed against Energy Systems for
practicing the Exhibit A Proprietary Rights anywhere in the world.
7.3 Except as set forth hereinabove, Energy Systems makes NO
REPRESENTATIONS OR WARRANTIES, express or implied, with regard to the
infringement of proprietary rights of any third party.
7.4 Licensee acknowledges that the export of any of the Proprietary Rights
from the United States or the disclosure of any of the Proprietary Rights to a
foreign national may require some form of license from the U.S. Government.
Failure to
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obtain any required export licenses by Licensee may result in Licensee
subjecting itself to criminal liability under U.S. laws.
8. Disclaimers.
8.1 Neither Energy Systems, the DOE, nor persons acting on their behalf
will be responsible for any injury to or death of persons or other living
things or damage to or destruction of property or for any other loss, damage,
or injury of any kind whatsoever resulting from Licensee's manufacture, use, or
sale of materials, information, or Proprietary Rights hereunder.
8.2 EXCEPT AS SET FORTH HEREINABOVE, NEITHER ENERGY SYSTEMS, THE DOE, NOR
PERSONS ACTING ON THEIR BEHALF MAKE ANY WARRANTY, EXPRESS OR IMPLIED: (1) WITH
RESPECT TO THE MERCHANTABILITY, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
SERVICES, MATE OR INFORMATION FURNISHED HEREUNDER; (2) THAT THE USE OF ANY SUCH
SERVICES, MATERIALS, OR INFORMATION WILL NOT INFRINGE PRIVATELY OWNED RIGHTS;
(3) THAT THE SERVICES, MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL NOT
RESULT IN INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE; OR (4) THAT THE SERVICES,
MATERIALS, OR INFORMATION FURNISHED HEREUNDER WILL ACCOMPLISH THE INTENDED
RESULTS OR ARE SAFE FOR ANY PURPOSE, INCLUDING THE INTENDED OR PARTICULAR
PURPOSE. FURTHERMORE, ENERGY SYSTEMS AND THE DOE HEREBY SPECIFICALLY DISCLAIM
ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY PRODUCTS MANUFACTURED,
USED, OR SOLD BY LICENSEE. NEITHER ENERGY SYSTEMS NOR THE DOE SHALL BE LIABLE
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN ANY EVENT.
8.3 Licensee agrees to indemnify Energy Systems, the DOE, and persons
acting on their behalf for all damages, costs, and expenses, including
attorney's fees,
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arising from, but not limited to, Licensee's making, using, selling, or
exporting of any, Proprietary Rights, information, or Products, in whatever
form furnished hereunder.
9. Term of Agreement and Early Termination.
9.1 This Agreement shall remain in effect until the expiration of the
"last-to-expire" Proprietary Rights of Exhibit A, subject to early termination
as set forth hereinbelow and the terms and conditions set forth in Exhibit B
and Exhibit C attached hereto and hereby incorporated into this Agreement by
reference thereto.
9.2 Either party shall have the right to terminate this Agreement without
judicial resolution upon written notice to the other after a breach of any
provision by the other party has gone uncorrected for sixty (60) days after the
other party has been notified in writing of such breach.
9.3 This Agreement shall terminate automatically upon the extinguishment
of all of the Exhibit A Proprietary Rights, for any reason, but only after the
time for appealing said extinguishment has expired.
9.4 The Parties agree that Energy Systems, at its sole discretion, may
immediately terminate this Agreement upon any attempted transfer of Licensee's
interest, in whole or in part, in this Agreement to any other party.
9.5 Licensee shall provide notice to Energy Systems of its intention to
file a voluntary petition in bankruptcy or of another party's intention to file
an involuntary petition in bankruptcy for Licensee, said notice to be received
by Energy Systems at least thirty (30) days prior to filing such a petition.
Licensee's failure to provide such notice to Energy Systems of such intentions
shall be deemed a material, pre-petition, incurable breach of this Agreement.
9.6 Licensee agrees that this Agreement shall automatically terminate upon
any attempt by Licensee to offer Licensee's rights under this Agreement as
collateral to a third party.
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9.7 Licensee may terminate this Agreement upon sixty (60) days written
notice to Energy Systems and upon paying Energy Systems all royalties due on
actual sales of Product, or the pro rata portion of any annual minimum royalty
due up through the termination date during the anniversary years described in
Exhibit B, whichever amount is greater. The one-year periods covered by the
pro-rata requirement will commence on January 1, 1997, and every anniversary
thereafter.
9.8 Licensee may terminate this Agreement upon written notice to Energy
Systems before the second installment of time "Up-Front" fee, described in
Exhibit B, is due. Receipt of such notice by Energy Systems win remove any
further payment obligation by Licensee. If such notice of termination is
received by Energy Systems after the date when such second installment is due,
Licensee will be required to make such second installment payment before
terminating the Agreement.
9.9 Licensee may also terminate this Agreement upon sixty (60) days
written notice to Energy Systems, without further payment to Energy Systems, if
termination occurs after the second-installment of the "Up-Front" fee of
Exhibit B has been paid by Licensee, and before January 1, 1997.
10. Rights of Parties After Termination.
10.1 Neither party shall be relieved of any obligation or liability under
this Agreement arising from any act or omission committed prior to the
effective date of such termination.
10.2 From and after any termination of this Agreement, Licensee shall have
the right to sell any Products that Licensee had already manufactured prior to
termination, provided that all royalties and reports required hereinabove shall
be timely submitted to Energy Systems.
10.3 From and after any termination of this Agreement, Licensee shall not
manufacture nor have manufactured any Products pursuant to this Agreement.
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10.4 The rights and remedies granted herein, and any other rights or
remedies which the parties may have, either at law or in equity, are cumulative
and not exclusive of others. On any termination, Licensee shall duly account
to Energy Systems and transfer to it all rights to which Energy Systems may be
entitled under this Agreement.
11. Force Majeure.
11.1 No failure or omission by Energy Systems or by Licensee in the
performance of any obligation under this Agreement shall be deemed a breach of
this Agreement or create any liability if the same shall arise from acts of
God, acts or omissions of any government or agency thereof, compliance with
requests, recommendations, rules, regulations, or orders of any governmental
authority or any office, department, agency, or instrumentality thereof, fire,
storm, flood, earthquake, accident, acts of the public enemy, war, rebellion,
insurrection, riot, sabotage, invasion, quarantine, restriction, transportation
embargoes, or failures or delays in transportation.
12. Notices
12.1 All notices and reports shall be addressed to the parties hereto as
follows:
If to Energy Systems:
Business Manager, Technology Transfer Facsimile No.
Xxxxxx Xxxxxxxx Energy Systems, Inc. (615) 576-9465
000 Xxxxxxxx Xxxx Xxxxxx Xx.
Xxx Xxxxx, Xxxxxxxxx 00000-0000 (000) 000-0000
If to Licensee:
Xx. Xxxx X. Xxxxxxx Facsimile No.
President (000) 000-0000
SpectRx Verify Xx.
0000X Xxxxx Xxxxx (404) 242-8723
Xxxxxxxx, Xxxxxxx 00000
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12.2 All fees, minimum royalties and royalty payments due Energy Systems
shall be sent to:
Xxxxxx Xxxxxxxx Energy Systems. Inc.
Department 888058
Xxxxxxxxx, Xxxxxxxxx 00000-0000
12.3 Any notice, report or any other communication required or permitted to
be given by one party to the other party by this Agreement shall be in writing
and either (a) served personally on the other party, (b) sent by express,
registered or certified first-class mail, postage prepaid, addressed to the
other party at its address as indicated above, or to such other address as the
addressee shall have previously furnished to the other party by proper notice,
(c) delivered by commercial courier to the other party, or (d) sent by
facsimile to the other party at its facsimile number indicated above or to such
other facsimile number as the party shall have previously furnished to the
other party by proper notice, with machine confirmation of transmission.
13. Non-Abatement of Royalties.
13.1 Energy Systems and Licensee acknowledge that certain of the
Proprietary Rights may expire prior to the conclusion of the term of this
Agreement; however, Energy Systems and Licensee agree that the royalty rates
provided for hereinabove shall be uniform and undiminished except pursuant to
this Agreement.
14. Waivers
14.1 The failure of Energy Systems at any time to enforce any provisions of
this Agreement or to exercise any right or remedy shall not be construed to be
a waiver or such provisions or of such rights or remedy or the right of Energy
Systems thereafter to enforce each and every provision, right or remedy.
15. Modifications
15.1 It is expressly understood and agreed by the parties hereto that this
instrument contains the entire agreement between the parties with respect to
the
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subject matter hereof and that all prior representations, warranties, or
agreements relating hereto have been merged into this document and are thus
superseded in totality by this Agreement. This Agreement may be amended or
modified only by a written instrument signed by the duly authorized
representatives of both of the parties.
16. Headings.
16.1 The headings for the sections set forth in this Agreement are strictly
for the convenience of the parties hereto and shall not be used in any way to
restrict the meaning or interpretation of the substantive language of this
Agreement.
17. Law
17.1 This Agreement shall be construed according to the laws of the State
of Tennessee and the United States of America.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed in their respective names by their duly authorized
representatives.
"Energy& Systems"
XXXXXX XXXXXXXX ENERGY SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: (typed) Xxxxxxx X. Xxxxxx
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Title: Vice President, Technology Transfer
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Date: 3 May 95
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"Licensee"
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By: /s/ Xxxx X. Xxxxxxx
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Name: (typed) Xxxx X. Xxxxxxx
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Title: President and CEO
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Date: May 5, 1995
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EXHIBIT A. PROPRIETARY RIGHTS
U.S. Patent Application, serial no. 300,202, filed September 2, 1994, for ESID
1194-X, entitled "Synchronous Luminescence System"
Initials:
Energy Systems: /s/ WRM
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Date: 3 May 95
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Licensee: /s/ MAS
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Date: 3 May 95
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EXHIBIT B. EXECUTION FEE, ROYALTIES AND
MINIMUM ANNUAL ROYALTIES AMOUNTS
In consideration of the rights and licenses granted herein, Licensee
agrees to pay Energy Systems an up-front fee of Thirty Thousand U.S. Dollars
($30,000) in two installments. The first installment payment of Ten Thousand
U.S. Dollars ($10,000) shall be made on the execution of this Agreement, and
the second installment payment, of Twenty Thousand U.S. Dollars ($20,000),
shall be made to Energy Systems by September 30, 1995.
The royalty rate shall not exceed Six Percent (6%) of Net Sales of
Products. Energy Systems agrees to negotiate with Licensee in good faith, a
lower royalty rate, provided adequate and documented justification for a lower
royalty rate is supplied to Energy Systems by Licensee.
The minimum annual royalties shall be calculated as follows:
If, by December 31, 1997, and all anniversary dates thereof,
Licensee's annual payments to Energy Systems, for calendar year 1997 and all
subsequent calendar years, respectively, do not amount to Ten Thousand U.S.
Dollars ($10,000) annually, then Licensee shall pay the difference between the
amount of actual royalties paid and the minimum annual royalty of $10,000
within thirty (30) days of said anniversary dates.
NOTICE
THIS EXHIBIT CONTAINS FINANCIAL AND COMMERCIAL INFORMATION THAT IS
BUSINESS CONFIDENTIAL AND THE PARTIES HEREBY AGREE NOT TO USE OR DISCLOSE THIS
EXHIBIT TO ANY THIRD PARTY WITHOUT THE ADVANCE WRITTEN APPROVAL OF THE OTHER
PARTY HERETO, EXCEPT TO THOSE NECESSARY TO ENABLE THE PARTIES TO PERFORM UNDER
THIS AGREEMENT OR AS MAY BE REQUIRED BY THE ENERGY SYSTEMS CONTRACT WITH THE
DOE UNDER THE SAME RESTRICTIONS AS SET FORTH HEREIN.
Initials:
Energy Systems: /s/ WRM
---------------
Date: 3 May 95
-------------------------
Licensee: /s/ MAS
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Date: 3 May 95
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EXHIBIT C. DEVELOPMENT AND COMMERCIALIZATION PLAN
Licensee agrees to invest in engineering/R&D activities and marketing
development, by committing Licensee's resources, at a minimum, per the
following plan.
FOR ENGINEERING/R&D:
-- Within 6 months of execution of Agreement, Licensee will test
30 diabetic patients using Synchronous Luminescence Technology, at an estimated
cost of $50,000.
-- Within 12 months of execution of Agreement, Licensee will test
250 patients using Synchronous Luminescence Technology, at an estimated cost of
$100,000.
-- Within 24 months of execution of Agreement, Licensee will
develop a Product suitable for the market, based on Synchronous Luminescence
Technology, at an estimated cost of $1,000,000.
FOR MARKETING DEVELOPMENT:
-- Within 12 months of execution of Agreement, Licensee will
develop a marketing specification for the Synchronous Luminescence Product,
using focus groups and survey instruments.
-- Within 24 months of execution of Agreement, Licensee will
launch the Product in the United States.
-- The total estimated cost of these two marketing-development
activities is $350,000.
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EXHIBIT C., CONTINUED
Progress and substantiation of Licensee's good faith effort to meet
these requirements shall be provided to Energy Systems in the form of a written
report to be presented to Energy Systems no later than December 31, 1995, and
each annual anniversary thereafter of the date thereof.
NOTICE
THIS EXHIBIT CONTAINS FINANCIAL AND COMMERCIAL INFORMATION THAT IS
BUSINESS CONFIDENTIAL AND THE PARTIES HEREBY AGREE NOT TO USE OR DISCLOSE THIS
EXHIBIT TO ANY THIRD PARTY WITHOUT THE ADVANCE WRITTEN APPROVAL OF THE OTHER
PARTY HERETO, EXCEPT TO THOSE NECESSARY TO ENABLE THE PARTIES TO PERFORM UNDER
THIS AGREEMENT OR AS MAY BE REQUIRED BY THE ENERGY SYSTEMS CONTRACT WITH THE
DOE UNDER THE SAME RESTRICTIONS AS SET FORTH HEREIN.
Initials:
Energy Systems: /s/ WRM
---------------
Date: 3 May 95
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Licensee: /s/ MAS
---------------------
Date: 3 May 95
-------------------------
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XXX XXXXX NATIONAL LABORATORY
MANAGED BY LOCKHEED XXXXXX ENERGY RESEARCH CORPORATION PHONE: (000) 000-0000
FOR THE U.S. DEPARTMENT OF ENERGY FAX: (000) 000-0000
INTERNET: xxx@xxx.xxx
XXXX XXXXXX XXX 0000
XXX XXXXX, XX 00000-0000
XXXXXXX X. XXXXXX
VICE PRESIDENT, TECHNOLOGY TRANSFER
May 17, 1996
Xx. Xxxx X. Xxxxxxx
SpectRx
0000X Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxx:
TERMINATION OF LICENSE AGREEMENT
Our letter of February 7, 1996, provided you with written notice of your breach
of the Agreement as a result of a delinquent $20,000 royalty payment and sales
report. This breach remains uncorrected after 60 days. Therefore, we hereby
exercise our right to terminate the Agreement pursuant to section 9.2 thereof.
The effective date of the termination will be April 7, 1996.
As stated in section 10.1 of the Agreement, your obligation to pay the $20,000
in delinquent royalties (plus interest) that are due is not relieved by this
termination. Therefore, please submit payment of $21,873.97 immediately.
If you have any questions, please contact Licensing Executive, Xxxx Xxxxxx, at
(000) 000-0000 or Xxx Xxxxxxxx at (000) 000-0000, both of my staff.
Thank you.
/s/ X.X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx
WRM:CWG.jaf
By certified mail
c: X. X. Xxxxx
X. X. Xxxxxxxx
X. X. Xxxxxxxx
X. X. Xxxxxx
X. Xxxxx
