Exhibit 10.3
XXXXXXX XXXX ROYALTY AGREEMENT
LICENSE AGREEMENT
THIS AGREEMENT, entered into this 1st day of Jan. , 2002, by and
between Xxxxxxx Xxxx (hereinafter "Licensor") and DENTAL RESOURCES, INC., a
Minnesota corporation (hereinafter "Licensee").
WHEREAS, Licensor is willing to license it's rights in formula
properties he has developed to the Licensee on the terms contained herein.
WHEREAS, Licensee desires to organize a production facility and
marketing program to execute and create a market and demand for these formulas,
and is accordingly interested in producing and selling these products under this
license.
NOW THEREFORE, for valuable consideration and upon the mutual promises
and covenants contained herein, the parties to this License Agreement agree as
follows:
1. The products licensed in this Agreement include the formulas
manufactured, sold or used by the Licensee that are associated
with licensor's products; and the licensed know how covered by
this Agreement includes all factual knowledge, technological
information, trade secrets, FDA reporting requirements,
formulas, source of ingredients, and complete procedure for
production of products , and other data related to the
manufacture, marketing and use of these formulas.
2. The "license royalty" to be paid under this Agreement is a fee
paid to the Licensor (or its successor in interest) by the
Licensee for total wholesale sales of licensed products that
the Licensor has the right to manufacture, use and sell under
the terms of this Agreement. For purposes of determining the
license royalty, each "year" shall be measured in respect to
the annual date on which this Agreement is effective.
3. License Grant - For indefinite time commencing on the date of
this Agreement, the Licensor hereby indefinitely grants to the
Licensee a license to produce, use and sell the products
covered by this License Agreement. The products included in
this agreement are:
a) An In-Office Fluoride Rinse Kit consisting
of two parts---1 a APF part and one a
Stannous part.
b) In In-Office Acidulated Phosphate Fluoride
in various flavors.
c) A Home Care Stannous Gel at 0.4%.
d) A Home Care Stannous Concentrate at 0.63%
e) A Neutral 1.1% Sodium fluoride gel.
f) A Neutral Concentrated Sodium Fluoride
rinse.
g) A Remineralization gel now called Revive.
h) A Desensitization gel now called DS-8
i) A Prophy paste in various flavors.
4. Cooperation of Licensor - Licensor agrees to cooperate fully
and to use its reasonable efforts, in providing any reasonable
assistance to Licensee in solving any technical problems
arising in connection with the production, use and
installation of the Licensed formulas. This will include
giving the Licensee the formulas, the ingredients, the source
of these ingredients, and the complete procedure on how to
manufacture the products agreed upon. Licensor will also
assist Licensee as necessary with certain training sessions to
be agreed to by the parties hereto as the need arises,
provided that Licensee shall pay Licensor for any
out-of-pocket expenses incurred by them incident to assisting
with such training or assisting with solving technical
problems, plus give a $300/day consulting fee whenever the
Licensor needs to travel to the Licensee. Licensor will also
be available to answers questions by phone, fax or other
methods if necessary at no additional costs.
5. Royalties - Licensee shall make the following royalty payments
to Licensor consisting of cash payments:
A cash license will be paid to the Licensor for a six year
period starting on the date of this signed agreement.
A cash license royalty of Licensed Product sold or other
disposition of or used by Licensee which shall be equal to 3%
of total wholesale sales. Such cash royalty payments shall be
made quarterly during each year of this Agreement, and payment
shall be made to Licensor by Licensee within 30 days of the
end of each quarter. Quarters will be the fiscal quarters of
the Licensee. Licensee shall not be required to pay cash
royalties on free samples or defective materials.
If Licensee is unable to manufactured said products and needs
to return to the original manufacture, then royalties will no
longer be paid and this agreement will be void.
6. Business Records: Licensee hereby agrees to keep business
records showing the manufacture and sale or other disposition
of the Licensed Products in sufficient detail to enable the
License Royalty to be accurately and fairly determined, and
further agrees to permit its books and records to be examined
from time to time, during normal business hours and with
reasonable notice, to the extent necessary for Licensor to
verify that Licensee is complying with the requirements and
obligations of this Agreement. If material omissions or errors
are discovered incident to any such verification examinations,
Licensee shall be responsible for all costs of such
examinations by Licensor or its accounting representative.
7. Marketing - The Licensee will use its best efforts to
diligently promote and market the Licensed Products herein,
and Licensee shall not make any warranties, representations or
claims regarding the Licensed Products without the approval of
Licensor. Any governmental approval needed to market the
Licensed Products in any federal, state, or local governmental
area shall be obtained by Licensee at its expense. The
Licensee assumes all risks and liabilities arising out of any
warranty, guaranty, or other representation made by Licensee
in the marketing or promotion of the Licensed Products; and
Licensee will indemnify and hold harmless Licensor in respect
to any lawsuit, claim or proceeding arising out of any such
warranty, guaranty or representation of Licensee in the sale
or promotion of the Licensed Products, or arising out of the
use of the Licensed Product by anyone derived from sales
thereof made by Licensee or arising out of the operation of
this agreement and product liability thereon and any damages
and expenses.
8. Transfer of Rights - All license rights under this Agreement
shall be binding upon any successor in interest of the
Licensor. The Licensee shall have the right to sublicense or
assign the license rights, but this agreement would still be
in effect and royalties would have to be paid by the Licensee.
9. General Matters -
a. Notices: All notices provided for herein shall be
given in writing and hand delivered or sent by
certified mail, directed as follows:
To Licensor: Xx. Xxxxxxx Xxxx
#11 Oak Creek
Osage Beach, MO. 65065
To Licensee: Dental Resources, Inc. -
c/o Xxxxxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
b. Parties In Interest: This Agreement shall inure to
the benefits of and bind the parties hereto, and
their respective successors and assigns as the case
may be.
c. Governing Law: The Agreement shall be construed and
enforced in accordance with the laws of the State of
Minnesota.
d. Severability: If any part of this Agreement is deemed
to be unenforceable for any reason, the balance of
the Agreement shall remain in full force and effect.
e. Relationship of Parties: The relationship between the
parties hereto is strictly that of Licensor and
Licensee, and the Licensee shall have no right to
bind or in any way obligate the Licensor in respect
to any contract or understanding with another party.
f. Entire Agreement: this Agreement contains the entire
agreement between the parties hereto and supersedes
all previous understandings, negotiations and
commitments between the parties hereto in respect to
the subject matter of this Agreement; and this
Agreement may not be released, discharged, abandoned,
changed or modified in any manner except by a written
instrument duly executed by each party hereto.
10. The parties agree that all information of Licensor transferred
to Licensee under this agreement and designated confidential
shall be kept in strict confidence and not disclosed or used
except for the purposes of this agreement and only disclosed
to us individuals who have a need to know and who agree to
such confidentiality
IN WITNESS WHEREOF, the parties hereto have duly executed this License
Agreement as hereinafter appearing.
Xx. Xxxxxxx Xxxx DENTAL RESOURCES, INC.
By By
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President
