1
EXHIBIT 10.25 R. XXXXX XXXXXX AGREEMENT
R. Xxxxx Xxxxxx Phone: (000)-000-0000
000 X. Xxxxxxx Xxxxx, Xxx 000 Fax: (941)--362-0706
R. XXXXX XXXXXX Xxxxxxxx, XX 00000 E-Mail: xxxxxxx@xxxx.xxx
Friday, February 11th, 2000
Xx. Xxxxxxx X. Xxxxxx, President
Veridien Corporation
00000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
RE:
Terms of Licenses and Purchase Option relating to:
U.S. Patent No. 5,984,089 PREPACKAGED CONTACT LENS WEARER
HAND NEUTRALIZING TOWELETTE AND CONTACT LENS REWETTING AGENT
U.S. Patent Application No. 09/365,073 filed July 30, 1999
PREPACKAGED DISPOSABLE CLEANING AND NEUTRALIZING TOWELETTE
And any and all amendments, variances of, continuations,
continuations in part
And any and all improvements thereof; and any and all
proprietary products
Relating to PREPACKAGED CONTACT LENS WEARER HAND NEUTRALIZING
TOWELETTE AND CONTACT LENS REWETTING AGENT, PREPACKAGED
DISPOSABLE CLEANING AND NEUTRALIZING TOWELETTE and eye
ophthalmology and related products developed by Xxxxxx;
Hereinafter referred to as "THE TECHNOLOGY"
Dear Xxxxxxx:
This letter agreement reflects the terms of all license rights and
purchase options relating to The Technology provided by R. Xxxxx Xxxxxx
("Xxxxxx") to Veridien Corporation ("Veridien"). The terms of the agreement are
as follows:
1. Xxxxxx represents and warrants he owns The Technology free
and clear and will not, during the term of this agreement,
encumber same.
2. Xxxxxx grants to Veridien an exclusive license right and
non-exclusive rights (if applicable) related to The
Technology (License Rights) in accordance with the terms of
this letter. The License Rights Xxxxxx grants shall be for an
initial period
1
2
of ten (10) years and automatically renews annually
thereafter for yearly periods to extend this agreement to the
termination of the last date of protection with respect to
any patents or patent pendings relating to The Technology.
The License Rights may be assigned only with Xxxxxx'x written
consent, not to be unreasonably withheld.
A) Xxxxxx will receive a four point five (4.5%) percent
royalty, paid quarterly, as consideration during the life of
The Technology, which will be calculated on any and all not
wholesale revenue received and collected worldwide by
Veridien based upon product distributed under The Technology
effective immediately.
B) Quarterly detailed written reports beginning
immediately and accompanying each royalty payment
will be provided to Xxxxxx from Veridien due on the
15th day of the month immediately following said
quarter and on reasonable notice, Xxxxxx will be
provided with access to the books and records of
Veridien related to The Technology on an annual
basis.
C) During the year 2000, there will be no minimum
royalty requirement. During the year 2001 the
minimum yearly sales requirement must equal or
exceed two million five hundred thousand (2,500,000)
units or twelve thousand ($12,000) dollars in
royalties. During the year 2002, minimum yearly
sales must equal or exceed five million (5,000,000)
units or eighteen thousand ($18,000) dollars in
royalties. During the year 2003 and beyond, the
minimum yearly sales must equal or exceed ten
million (10,000,000) units or twenty five thousand
($25,000) dollars in royalties. Minimum sales units
or royalties must be met during each calendar year
to maintain the exclusive license arrangements.
Should the royalties paid during any given period
fail to meet these minimum requirements, Veridien
will have the option to pay the additional amounts
to make up the difference to meet the dollar royalty
requirement, notwithstanding that actual sales
multiplied by four point five (4.5%) percent does
not require a royalty amount equal to the minimum
royalty amount. Accordingly, Veridien will have the
ability to pay the difference in cash to meet the
minimum royalty requirement and maintain the
exclusive license.
3. In the event that Veridien does not meet the minimum royalty
requirement in any given year, and upon ninety (90) days notice to
allow for curing of failure to meet minimum payment to Xxxxxx, then
Xxxxxx will be free to enter into a license agreement with another
party with respect to his Technology and Veridien's exclusive license
arrangement will then become a non-exclusive license arrangement with
no minimums required. However, Xxxxxx would still be entitled to
receive the four point five (4.5%) percent royalty during the life of
the license, whether or not same is exclusive or non-exclusive. After
the license has become a non-exclusive license and in the event that
Veridien does not meet minimum royalty requirements for a second year,
then Xxxxxx may upon ninety (90) days notice, cancel the license.
Veridien may meet its obligation by paying the amount equal to both
years' royalty less any payments made that year. In the
2
3
event that Xxxxxx cancels the license, Veridien has the right to
renegotiate with both parties acting reasonably.
4. In addition, Veridien will also have an option to purchase The
Technology, including without limitation, any other continuations,
continuations in part, and approval thereof. This option to purchase
will be transferable only with the written consent of Xxxxxx. This
option to purchase will be exercisable for three (3) years from the
date of this letter at an exercise price to be determined by a major
CPA firm agreeable to both parties, which firm will act reasonably and
fairly to determine the fair market value price of the value of The
Technology and any benefits running the same. The minimum exercise
price for the purchase of The Technology will be the sum of two
hundred fifty thousand ($250,000) dollars at which time, all royalty
provisions and obligations to Xxxxxx will terminate.
5. Xxxxxx will be available, upon request, to assist Veridien regarding
manufacturing, marketing distribution of The Technology and any
products related thereto at reasonable times and places so long as
requests do not interfere or conflict with Xxxxxx'x then current
responsibilities and Veridien pays Xxxxxx'x out-of-pocket expenses.
6. As consideration for the Licenses and purchase option and all matters
related thereto, Xxxxxx will receive seventy five thousand (75,000)
commons shares of Veridien stock (an OTC public company) as a private
placement entitlement. These shares will be placed in the possession
of Xxxxxx and the share certificates will reflect R. Xxxxx Xxxxxx as
holder of said certificates.
7. A) Xxxxxx will receive an option to purchase one hundred fifty
thousand (150,000) common shares of Veridien stock at a purchase price
of twenty five ($0.25) cent per share, provided that the net wholesale
revenue of Veridien from The Technology and any products produced
relating thereto reaches five hundred thousand ($500,000) dollars or a
total of five million (5,000,000) units of products from The
Technology are sold or otherwise distributed within the first five (5)
years from the date of the first unit sold. Once either of the events
referenced herein occur, Xxxxxx will have a twelve (12) month period
from that date to exercise the option to purchase the one hundred
fifty thousand (150,000) Veridien shares upon payment of thirty seven
thousand five hundred ($37,500) dollars.
B) Xxxxxx will also receive an option to purchase three hundred
thousand (300,000) common shares of Veridien stock at a
purchase price of twenty five ($0.25) cent per share,
provided that a total of one hundred fifty million
(150,000,000) units per year of products from The Technology
are sold or otherwise distributed from an agreement procured
by Xxxxxx within either of the first two (2) years from the
date of the first unit sold. Once the event referenced herein
occurs, Xxxxxx will have a twelve (12) month period from that
date to exercise the option to purchase the three hundred
thousand (300,000) Veridien shares upon payment of seventy
five thousand (75,000) dollars.
3
4
C) As well, Xxxxxx will receive a cash credit of twenty two
thousand ($22,500) dollars upon the vesting of the warrants
in paragraph 8A and Xxxxxx will receive a cash credit of
fifteen thousand ($15,000) dollars upon the vesting of the
warrants in paragraph 8B. The funds will be applied to the
payment obligation of Xxxxxx pursuant to the payment of
shares with respect to paragraph 8A and/or 8B as applicable.
8. Xxxxxx will provide Veridien with all Information relating to The
Technology, including copies of patents, patent pendings, proposed
amendments, business plans, etc.
9. Veridien shall have ten (10) business days to review the material
provided to it by Xxxxxx and find same to its complete satisfaction.
In the even that Veridien advises Xxxxxx within the ten (10) day
period of its dissatisfaction and of its desire not to proceed with
the transaction then this letter of agreement shall become null and
void and of no further force and effect. In the even that Veridien
does not notify Xxxxxx of its desire to cancel this letter of
agreement within the ten (10) day period, then this agreement will be
fully binding on all parties and will continue in full force and
effect.
10. The parties agree to execute such further and other documentation as
reasonably required to implement the terms of this agreement.
Please confirm your agreement with the terms of this agreement by executing a
copy and returning a copy to the writer's attention. The seventy five thousand
(75,000) shares of Veridien stock will be delivered immediately upon the
passing of the ten (10) day due diligence period.
Acknowledged and accepted: Sincerely,
VERIDIEN CORPORATION /s/ R. Xxxxx Xxxxxx
("VRDE")
R. Xxxxx Xxxxxx
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx, President
Date: March 15, 2000
-----------------------------------
4
