ROYALTY WAIVER AGREEMENT
EXHIBIT 10
This Royalty Waiver Agreement (hereinafter called the “Waiver Agreement”) is entered into by and between Retractable Technologies, Inc., a Texas corporation (hereinafter called “RTI”), and Xxxxxx X. Xxxx (“Xxxx”) which are hereinafter collectively referred to as the “Parties.”
RECITALS
WHEREAS, RTI and Xxxx entered into a Technology License Agreement dated June 23, 1995, as subsequently amended (hereinafter called the “License Agreement”); and
WHEREAS, under the License Agreement, Xxxx is to be paid certain consideration in the form of a Five Percent (5%) royalty (the “Royalties”) of gross sales of “Licensed Products” (as defined in the License Agreement) after returns; and
WHEREAS, Xxxx, a shareholder of RTI, wishes to waive entitlement to unpaid Royalties that would otherwise be payable directly to him, beginning with royalties attributable to the third calendar quarter of 2009, until such royalties waived equal One Million Dollars ($1,000,000.00);
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the agreements set forth below, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. The foregoing recitals are true and correct, they constitute the basis for this Waiver Agreement, and they are incorporated into this Waiver Agreement for all purposes.
2. Xxxx hereby irrevocably waives payment of and releases any and all claim to unpaid Royalties that would otherwise be payable directly to him, beginning with royalties attributable to the third calendar quarter of 2009, until such royalties waived equal One Million Dollars ($1,000,000.00) (hereinafter the “Waived Royalties”) payable by RTI directly to Xxxx for sales of “Licensed Products” pursuant to the terms of the License Agreement.
3. It is expressly understood and agreed by the Parties that, with the exception of the Waived Royalties, nothing in this Waiver Agreement shall be construed to modify or amend the rights of any of the Parties as set forth in the License Agreement.
4. It is also understood and agreed that this Waiver Agreement and the License Agreement contain the entire agreement between the Parties and supersede any and all prior agreements, arrangements, or understandings between the Parties relating to the subject matter hereof.
5. RTI hereby agrees to indemnify Xxxx for any incremental increase in his federal income tax liability (including penalties and interest) which may arise from the Waived Royalties. RTI reserves the right to contest such additional tax liability on his behalf at its own expense. Should additional tax related to this transaction be due, RTI shall pay such tax, penalties, and interest, on a “grossed-up” basis, within ten (10) days of the final assessment of the amount owed, if any, by Xxxx.
6. It is understood and agreed that, in making this Waiver Agreement, the Parties expressly acknowledge that they have not relied upon any statement or representation pertaining to this matter made
by either Party or by any person or persons representing them and that no representations, warranties, or promises of any kind, nature, or character whatsoever have been made, directly or indirectly, to induce them or any of them to execute and carry out the terms of this Waiver Agreement.
7. THIS WAIVER AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ANY CONFLICTS-OF-LAW RULE OR PRINCIPLE OF TEXAS LAW THAT MIGHT REFER THE GOVERNANCE, CONSTRUCTION, OR INTERPRETATION OF THIS WAIVER AGREEMENT TO THE LAWS OF ANOTHER STATE).
8. This Waiver Agreement, and all of the provisions hereof, shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
9. In the event that any one or more of the terms, provisions, or agreements that are contained in this Waiver Agreement shall be held by a Court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement of this Waiver Agreement and this Waiver Agreement shall be construed as if the invalid, illegal, or unenforceable term, provision, or agreement had never been contained herein.
10. It is understood and the Parties further state that each of them has carefully read this Waiver Agreement and knows the contents hereof and has signed the same as his or its own free act.
IN WITNESS WHEREOF, the Parties have executed this Waiver Agreement on June 9, 2009.
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RETRACTABLE TECHNOLOGIES, INC. |
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BY: |
s/ Xxxxxxx X. Xxxxxx |
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XXXXXXX X. XXXXXX |
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VICE PRESIDENT |
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s/ Xxxxxx X. Xxxx |
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XXXXXX X. XXXX |
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INDIVIDUALLY |
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