LICENSE AGREEMENT
LICENSE AGREEMENT ("the Agreement"), dated December ___, 2006, by and
among Xx. Xxxxx X. Xxxxxxx, an individual residing at 0000 Xxxxxxxxxx Xx.,
Xxxxxxxxxx, XX 00000 ("Xxxxxxx"), X.X. Xxxx, an individual residing at 00000
Xxxxxxx Xx., Xxx Xxxxx, XX 00000 ("Xxxx," and together with Xxxxxxx, the
"Licensor"), and Datastand Technologies, Inc., an Indiana corporation having an
office at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx X0X 0X0 (the
"Licensee").
RECITALS:
WHEREAS, Licensor is the inventor of certain technologies relating to the
use of fungi, plants, or animals for the production of anti-inflammatory and
analgesic products used to treat and cure inflammatory diseases, and is the
owner of the entire right, title and interest in and to certain Patent Rights
(defined below) relating to such technologies;
WHEREAS, Licensor desires to have the Patent Rights developed and
commercialized and is willing to grant a license thereunder; and
WHEREAS, Licensee desires to obtain a license under the Patent Rights
upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein, and other good and valuable consideration, the adequacy, sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
1.1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(a) "Improvement" means any improvement, addition, or modification of
an invention claimed in the Patent Rights and shall include, without limitation,
any patentable invention that is (i) not included in the Patent Rights and (ii)
is dominated by one or more Valid Claims of the Patent Rights.
(b) "Licensed Product" means any product or part thereof, that: (i)
absent the license granted hereunder, would infringe one or more Valid Claims of
the Patent Rights; or (ii) is manufactured by using a Licensed Process or that,
when used, practices a Licensed Process.
(c) "Licensed Process" means any process that, absent the license
granted hereunder, would infringe one or more Valid Claims of the Patent Rights
or which uses a Licensed Product.
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(d) "Patent Rights" means:
(i) the United States provisional patent applications listed on
Exhibit A attached hereto;
(ii) any patent applications resulting from the provisional
applications listed on Exhibit A, and any divisionals, continuations,
continuation-in-part applications, and continued prosecution applications (and
their relevant international equivalents) of the provisional patent applications
listed on Exhibit A and of such patent applications that result from the
provisional applications listed on Exhibit A, and the resulting patents;
(iii) any patents resulting from reissues, re-examinations, or
extensions (and their relevant international equivalents) of the patents
described in clauses (i) and (ii) of this subsection 1.1(d); and
(iv) international (non-United States) patent applications and
provisional applications filed after the date hereof and the relevant
international equivalents to divisionals, continuations, continuation-in-part
applications and continued prosecution applications of the patent applications
to the extent the claims are directed to subject matter specifically described
in the patents or patent applications referred to in clauses (i), (ii) and (iii)
of this subsection 1.1(d), and the resulting patents.
(e) "Term" shall mean the term of this Agreement, which shall commence
on
the date hereof and shall remain in effect until the expiration or abandonment
of the last remaining Valid Claim of any issued patents and filed patent
applications within the Patent Rights, unless earlier terminated in accordance
with the provisions of this Agreement, in which case the Term shall terminate
upon the effective date of such termination.
(f) "Territory" means the following: North America to include Mexico
and Canada (the "Territory").
(g) "Valid Claim" means either (i) a claim of an issued patent within
the Patent Rights that has not been held invalid by an administrative agency or
court of competent jurisdiction in any unappealed or unappealable decision or
(ii) a claim of a pending application that has not been abandoned or finally
rejected without the possibility of appeal or refilling. The invalidity of a
particular claim in one or more countries shall not invalidate such claim in the
remaining countries of the Territory.
ARTICLE II
License Grant
2.1 License Grant. Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, an
exclusive, irrevocable, perpetual license ("License") in the Territory to
develop and have developed,
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to make and have made, to use and have used, to sell and have sold, and to lease
and have leased Licensed Products and Licensed Processes.
2.2 Exclusivity. Licensor agrees that it shall not retain any rights
to, and shall not directly or indirectly grant any other licenses to, develop,
make, use, sell, and lease Licensed Products in the Territory or to perform
Licensed Processes in the Territory during the Term.
2.3 Exclusive Option to Improvements.
(a) Licensor hereby grants to Licensee an exclusive option to
add Improvements to the Patent Rights. Licensee may exercise its option to add
such Improvement to the Patent Rights by providing Licensor with written
notification of Licensee's desire to so add the Improvement to the Patent
Rights. Upon Licensee's exercise of such right, such Improvement shall be added
to the Patent Rights and Exhibit A hereto shall be deemed to have been amended
to add the invention disclosure (and any related patent applications) covering
such Improvement. Licensor shall not offer a license to such Improvement to any
third party.
(b) At Licensee's option, Licensor shall assign to Licensee,
without further consideration, its entire right, title and interest in and to
each and every such Improvement.
2.4 Sublicenses. Licensee shall have the right to grant sublicenses of
its rights under Section 2.1.
2.5 Right of First Refusal. Licensee shall have the Right of First
Refusal in the sale of any additional Territorial Licenses for the Patent
Rights, together with sixty (60) days to consummate such transaction.
ARTICLE III
CONSIDERATION
3.1 Consideration. In consideration of the License, Licensee shall
issue to Licensor an aggregate of two million (2,000,000) shares of its common
stock (the "Consideration Shares") as follows:
Upon execution of this Agreement, Licensee shall issue to Licensor two million
(2,000,000) shares of the common stock of Licensee, which is hereby acknowledged
and agreed to constitute consideration for the grant of the License in the
Territory;
The Consideration Shares shall be allocated among each Licensor in the manner
specified on Exhibit B attached hereto.
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ARTICLE IV
Representations and Warranties
4.1 Licensor's Representations and Warranties. Each Licensor, jointly
and severally, hereby warrants and represents to Licensee that:
(a) Authority. This Agreement constitutes the legal, valid and binding
obligation of each Licensor, enforceable against each of them in accordance with
its terms. Upon the execution and delivery by each Licensor of this Agreement,
this Agreement will constitute the legal, valid and binding obligation of each
Licensor, enforceable against each of them in accordance with its terms. Each
Licensor has the absolute and unrestricted right, power and authority to execute
and deliver this Agreement and to perform its obligations under this Agreement,
and such action has been duly authorized by all necessary action of each
Licensor.
(b) Infringement; No Conflict; Litigation. No patent or other
intellectual property right of any third party is infringed or has been
challenged or threatened in any way by the Patent Rights or the technologies
relating to the Patent Rights. To Licensor's knowledge, there is no patent or
patent application of any third party that may potentially infringe or otherwise
interfere with the Patent Rights. Neither the execution and delivery of this
Agreement nor the consummation or performance of any of the transactions
contemplated hereunder will, directly or indirectly (with or without notice or
lapse of time), breach or give any governmental authority or other person the
right to challenge this Agreement or any of the transactions contemplated
hereunder. Licensor has not granted any other licenses with respect to the
Patent Rights. Licensor is not aware of any existing or threatened litigation
concerning the Patent Rights.
(c) No Consent Required. Licensor is not required to give any notice
to or obtain any consent from any person in connection with the execution and
delivery of this Agreement or the consummation or performance of any of the
transactions contemplated hereunder.
(d) Inventors; Ownership. Licensor is the sole inventor of the
technologies relating to the Patent Rights. Licensor is the sole and exclusive
owner of the entire right, title and interest in and to the Patent Rights, free
and clear of all liens or other encumbrances. Licensor has full legal right,
authority to grant the exclusive License to Licensee as set forth herein.
(f) Securities Matters.
(i) Licensor acknowledges its understanding that the issuance of
the Consideration Shares hereunder is intended to be exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). In
furtherance thereof, each of Licensor hereby jointly and severally represents
and warrants to the Licensee that it is an "accredited investor" as that term is
defined in Rule 501 of the General Rules and Regulations under the Securities
Act. Licensor is acquiring the Consideration Shares for
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its own account as principal, not as a nominee or agent, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in such shares or any portion thereof. Each Licensor has
the financial ability to bear the economic risk of its investment. Each
Licensor has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of the prospective investment
in the shares being issued to it hereunder. Each Licensor has been provided an
opportunity for a reasonable period of time prior to the date hereof to obtain
additional information concerning the issuance of the shares, Licensee, and all
other information to the extent Licensee possesses such information or can
acquire it without unreasonable effort or expense.
(ii) Licensor understands that the Consideration Shares will not
be registered under the Securities Act or the securities laws of any state
thereof, nor is such registration contemplated. Licensor understands and agrees
further that such shares must be held and may not be transferred until and
unless the shares are registered under the Securities Act and the securities
laws of any other jurisdiction or an exemption from registration under the
Securities Act and any applicable laws is available. Licensor understands that
legends stating that the shares have not been registered under the Securities
Act and the securities laws of any other jurisdiction and setting out or
referring to the restrictions on the transferability and resale of the shares
will be placed on all documents evidencing the shares.
(g) Full Disclosure. No representation or warranty of Licensor in this
Agreement omits to state a material fact necessary to make the statements
herein, in light of the circumstances in which they were made, not misleading.
There is no fact known to Licensor that has specific application to the Patent
Rights and that materially adversely affects or, as far as can be reasonably
foreseen, materially threatens the Patent Rights that has not been set forth in
this Agreement.
4.2 Licensee's Representations and Warranties.
(a) Authority. This Agreement constitutes the legal, valid and binding
obligation of Licensee, enforceable against Licensee in accordance with its
terms. Upon the execution and delivery by Licensee of this Agreement, this
Agreement will constitute the legal, valid and binding obligation of Licensee,
enforceable against Licensee in accordance with its terms. Licensee has the
absolute and unrestricted right, power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement, and such action
has been duly authorized by all necessary action of Licensee.
(b) Issuance of Consideration Shares. The Consideration Shares, when
issued in accordance with the terms hereof and on the basis of the
representations and warranties of set forth herein and paid for as herein
provided, shall be duly and validly issued, fully paid, and non-assessable.
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ARTICLE V
Patent Prosecution
5.1 Responsibility for Patent Rights. Licensor shall prepare, file,
prosecute, and maintain all of the Patent Rights. Licensor and its appointed
patent attorneys shall use reasonable efforts to copy Licensee on all patent
correspondence as follows: (a) documents received from any patent office shall
be provided to Licensee promptly after receipt; (b) any document to be filed in
any patent office shall be provided in draft form to Licensee sufficiently prior
to such document's filing to allow for review and comment by Licensee; and (c)
documents filed with any patent office shall be provided to Licensee promptly
after filing. Licensee shall have reasonable opportunities to advise Licensor
and shall cooperate with Licensor in such filing, prosecution and maintenance.
5.2 Payment of Expenses. Licensee shall be responsible for the payment
of all reasonable and necessary fees and costs, including reasonable attorney's
fees, relating to the filing, prosecution and maintenance of the Patent Rights
during the Term.
5.3 Abandonment. In the event that Licensor desires to abandon any
patent or patent application within the Patent Rights, Licensor shall provide
Licensee with reasonable prior written notice of such intended abandonment or
decline of responsibility, and Licensee shall have the right, at its expense, to
prepare, file, prosecute, and maintain the relevant Patent Rights.
ARTICLE VI
Indemnity and Defense Obligations
6.1 Indemnity by Licensor. Each of Licensor shall, jointly and
severally, indemnify and hold harmless Licensee, and its representatives,
shareholders, directors, officers, employees, agents, subsidiaries, and
affiliates (collectively, the "Licensee Indemnified Persons"), and shall
reimburse the Licensee Indemnified Persons for any loss, liability, claim,
damage, expense (including costs of investigation and defense and reasonable
attorneys' fees and expenses) or diminution of value, whether or not involving a
third party claim (collectively, "Damages"), arising from or in connection with
the following: (a) any breach of any representation or warranty made by Licensor
in this Agreement and any other certificate, document, writing or instrument
delivered by Licensor pursuant to this Agreement; and (b) any breach of any
covenant or obligation of Licensor in this Agreement or in any other
certificate, document, writing or instrument delivered by Licensor pursuant to
this Agreement.
6.2 Indemnity by Licensee. Licensee shall indemnify and hold harmless
Licensor, and its representatives, shareholders, directors, officers, employees,
agents, subsidiaries, and affiliates (collectively, the "Licensor Indemnified
Persons"), and shall reimburse the Licensor Indemnified Persons for any loss,
liability, claim, damage, expense (including costs of investigation and defense
and reasonable attorneys' fees and expenses) or diminution of value, whether or
not involving a third party claim (collectively, "Damages"), arising from or in
connection with the following: (a) any
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breach of any representation or warranty made by Licensee in this Agreement and
any other certificate, document, writing or instrument delivered by Licensee
pursuant to this Agreement; and (b) any breach of any covenant or obligation of
Licensee in this Agreement or in any other certificate, document, writing or
instrument delivered by Licensee pursuant to this Agreement.
6.3 Third-Party Claims.
(a) "Third-Party Claim" means any claim against any Indemnified Person
by a third party, whether or not involving a Proceeding. Promptly after receipt
by a person entitled to indemnification pursuant to Sections 6.1 or 6.2 hereof
(an "Indemnified Person") of notice of the assertion of a Third-Party Claim
against it, such Indemnified Person shall give notice to the person obligated to
indemnify it under such Section (an "Indemnifying Person") of the assertion of
such Third-Party Claim, provided that the failure to notify the Indemnifying
Person will not relieve the Indemnifying Person of any liability that it may
have to any Indemnified Person, except to the extent that the Indemnifying
Person demonstrates that the defense of such Third-Party Claim is prejudiced by
the Indemnified Person's failure to give such notice.
(b) If an Indemnified Person gives notice to the Indemnifying Person of
the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled
to participate in the defense of such Third-Party Claim and, to the extent that
it wishes (unless (i) the Indemnifying Person is also a Person against whom the
Third-Party Claim is made and the Indemnified Person determines in good faith
that joint representation would be inappropriate or (ii) the Indemnifying Person
fails to provide reasonable assurance to the Indemnified Person of its financial
capacity to defend such Third-Party Claim and to provide indemnification with
respect to such Third-Party Claim), to assume the defense of such Third-Party
Claim with counsel satisfactory to the Indemnified Person. After notice from the
Indemnifying Person to the Indemnified Person of its election to assume the
defense of such Third-Party Claim, the Indemnifying Person shall not, so long as
it diligently conducts such defense, be liable to the Indemnified Person
hereunder for any fees of other counsel or any other expenses with respect to
the defense of such Third-Party Claim, in each case subsequently incurred by the
Indemnified Person in connection with the defense of such Third-Party Claim,
other than reasonable costs of investigation. If the Indemnifying Person assumes
the defense of a Third-Party Claim, (i) such assumption will conclusively
establish for purposes of this Agreement that the claims made in that Third-
Party Claim are within the scope of and subject to indemnification, and (ii) no
compromise or settlement of such Third-Party Claims may be effected by the
Indemnifying Person without the Indemnified Person's Consent unless (A) there is
no finding or admission of any violation of Legal Requirement or any violation
of the rights of any person; (B) the sole relief provided is monetary damages
that are paid in full by the Indemnifying Person; and (C) the Indemnified Person
shall have no liability with respect to any compromise or settlement of such
Third-Party Claims effected without its Consent. If notice is given to an
Indemnifying Person of the assertion of any Third-Party Claim and the
Indemnifying Person does not, within ten (10) days after the Indemnified
Person's notice is given, give notice to the Indemnified Person of its election
to assume
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the defense of such Third-Party Claim, the Indemnifying Person will be bound by
any determination made in such Third-Party Claim or any compromise or settlement
effected by the Indemnified Person.
(c) Notwithstanding the foregoing, if an Indemnified Person determines
in good faith that there is a reasonable probability that a Third-Party Claim
may adversely affect it other than as a result of monetary damages for which it
would be entitled to indemnification under this Agreement, the Indemnified
Person may, by notice to the Indemnifying Person, assume the exclusive right to
defend, compromise or settle such Third-Party Claim, but the Indemnifying Person
will not be bound by any determination of any Third-Party Claim so defended for
the purposes of this Agreement or any compromise or settlement effected without
its consent (which may not be unreasonably withheld or delayed).
(d) Notwithstanding any other provision of this Agreement, Licensor and
Licensee hereby consent to the nonexclusive jurisdiction of any court in which a
proceeding in respect of a Third-Party Claim is brought against any Indemnified
Person for purposes of any claim that an Indemnified Person may have under this
Agreement with respect to such Proceeding or the matters alleged therein and
agree that process may be served on Licensor and Licensee with respect to such a
claim anywhere in the world.
(e) With respect to any Third-Party Claim subject to indemnification
hereunder: (i) both the Indemnified Person and the Indemnifying Person, as the
case may be, shall keep the other person fully informed of the status of such
Third-Party Claim and any related proceedings at all stages thereof where such
person is not represented by its own counsel, and (ii) the parties agree (each
at its own expense) to render to each other such assistance as they may
reasonably require of each other and to cooperate in good faith with each other
in order to ensure the proper and adequate defense of any Third-Party Claim.
6.4 Other Claims. A claim for indemnification for any matter not
involving a Third-Party Claim may be asserted by notice to the party from whom
indemnification is sought and shall be paid promptly after such notice.
ARTICLE VII
Early Termination
7.1 Voluntary Termination by Licensee. Licensee shall have the right to
terminate this Agreement, for any reason or no reason, upon at least ninety (90)
days prior written notice to Licensor, such notice to state the date at least
ninety (90) days in the future upon which termination is to be effective.
7.2 Termination for Default. In the event either party commits a
breach of its obligations under this Agreement and fails to cure that breach
within sixty (60) days after receiving written notice thereof, the other party
may terminate this Agreement immediately upon written notice to the other party.
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ARTICLE VIII
Confidential Information
8.1 Information Exchange. During the Term, Licensee and Licensor are
likely to exchange information relating to the Patent Rights and their
commercial exploitation by Licensee. The following provisions are intended to
protect the confidential or proprietary information of each party.
(a) Confidential Information. "Confidential Information" shall mean any
confidential or proprietary information furnished by one party (the "Disclosing
Party") to the other party (the "Receiving Party") in connection with this
Agreement. Such Confidential Information shall include, without limitation, any
information relating to the Patent Rights, and all items, materials and
information which belong to the Disclosing Party and are not generally known to
the public that has been or may hereafter be disclosed to Receiving Party by the
Disclosing Party or by the directors, officers, employees, agents, consultants,
advisors or other representatives, including legal counsel, accountants and
financial advisors of the Disclosing Party, irrespective of the form of the
disclosure. Confidential Information is intended to be interpreted broadly and
includes trade secrets and other proprietary or confidential information
concerning the business and affairs of the Disclosing Party, product
specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
current, and planned research and development, current and planned manufacturing
or distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, supplier lists, market studies, business
plans, computer software and programs (including object code and source code),
computer software and database technologies, systems, structures and
architectures (and related processes, formulae, composition, improvements,
devices, know-how, inventions, discoveries, concepts, ideas, designs, methods
and information); financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, and personnel training techniques and
materials. Confidential Information also includes all notes, analyses,
compilations, studies, summaries and other material prepared by the Receiving
Party containing or based, in whole or in part, upon any Confidential
Information.
(b) Obligations. During and after the Term, the Receiving Party shall
(i) maintain Confidential Information of the Disclosing Party in strict
confidence, except that the Receiving Party may disclose or permit the
disclosure of any Confidential Information to its directors, officers,
employees, consultants, and advisors who are obligated to maintain the
confidential nature of such Confidential Information and who need to know such
Confidential Information for the purposes of this Agreement; (ii) use such
Confidential Information solely for the purposes of this Agreement; and (iii)
allow its trustees or directors, officers, employees, consultants, and advisors
to reproduce the Confidential Information only to the extent necessary for the
purposes of this Agreement, with all such reproductions being considered
Confidential Information.
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(c) Exceptions. The obligations of the Receiving Party under Section
8.1(b) above shall not apply to the extent that the Receiving Party can
demonstrate that certain Confidential Information (i) was in the public domain
prior to the time of its disclosure under this Agreement; (ii) entered the
public domain after the time of its disclosure under this Agreement through
means other than an unauthorized disclosure resulting from an act or omission by
the Receiving Party; (iii) was independently developed or discovered by the
Receiving Party without use of the Confidential Information; (iv) is or was
disclosed to the Receiving Party at any time, whether prior to or after the time
of its disclosure under this Agreement, by a third party having no fiduciary
relationship with the Disclosing Party and having no obligation of
confidentiality with respect to such Confidential Information; or (v) is
required to be disclosed to comply with applicable laws or regulations, or with
a court or administrative order, provided that the Disclosing Party receives
reasonable prior written notice of such disclosure and the Receiving Party takes
all reasonable actions to obtain confidential treatment of such information and,
if possible, to minimize the extent of such disclosure.
(d) Ownership and Return. The Receiving Party acknowledges that the
Disclosing Party (or any third party entrusting its own information to the
Disclosing Party) claims ownership of its Confidential Information in the
possession of the Receiving Party. Upon the expiration or termination of this
Agreement, and at the request of the Disclosing Party, the Receiving Party shall
return to the Disclosing Party all originals, copies, and summaries of
documents, materials, and other tangible manifestations of Confidential
Information in the possession or control of the Receiving Party, except that the
Receiving Party may retain one copy of the Confidential Information solely for
the purpose of monitoring its obligations under this Agreement.
(e) Right to Injunctive Relief. The Receiving Party acknowledges that
disclosure or distribution of Confidential Information or use of Confidential
Information contrary to the terms of this Agreement may cause irreparable harm
to the Disclosing Party, for which damages at law may not be an adequate remedy,
and agrees that the provisions of this Agreement prohibiting disclosure or
distribution of the Confidential Information or use contrary to the provisions
hereof may be specifically enforced through injunctive relief by a court of
competent jurisdiction in addition to any and all other remedies available at
law or in equity.
ARTICLE IX
General Provisions
9.1 Governing Law. This Agreement and all disputes arising out of or
related to this Agreement, or the performance, enforcement, breach or
termination hereof, and any remedies relating thereto, shall be construed,
governed, interpreted and applied in accordance with the laws of the State of
Nevada, U.S.A., without regard to conflict of laws principles, except that
questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent shall have been
granted.
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9.2 Force Majeure. Neither party will be responsible for delays
resulting from causes beyond the reasonable control of such party, including
without limitation fire, explosion, flood, war, strike, or riot, provided that
the nonperforming party uses commercially reasonable efforts to avoid or remove
such causes of nonperformance and continues performance under this Agreement
with reasonable dispatch whenever such causes are removed.
9.3 Amendment and Waiver. This Agreement may be amended, supplemented,
or otherwise modified only by means of a written instrument signed by both
parties. Any waiver of any rights or failure to act in a specific instance
shall relate only to such instance and shall not be construed as an agreement to
waive any rights or fail to act in any other instance, whether or not similar.
9.4 Severability. In the event that any provision of this Agreement
shall be held invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect any other provision of this Agreement, and
such provision shall be modified to preserve (to the extent possible) their
original intent.
9.5 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective permitted successors and
assigns.
9.6 Headings. All headings are for convenience only and shall not
affect the meaning of any provision of this Agreement.
9.7 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter and supersedes all prior
agreements or understandings between the parties relating to its subject matter.
9.8 Further Assurances. From time to time, each party shall make
reasonable commercial efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things reasonably necessary, proper or advisable,
including as required by applicable laws, to consummate and make effective as
promptly as practicable the transactions contemplated by this Agreement.
9.9 Notices. All notices or other communications required or permitted
hereunder shall be in writing shall be deemed duly given (a) if by personal
delivery, when so delivered, (b) if transmitted by facsimile, (c) if mailed,
three (3) business days after having been sent by registered or certified mail,
return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below, or (d) if sent through an overnight delivery
service in circumstances to which such service guarantees next day delivery, the
day following being so sent:
(1) If to Licensors:
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
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and
X.X. Xxxx
00000 Xxxxxxx Xx.
Xxx Xxxxx, XX 00000
(2) If to Licensee:
Datastand Technologies, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxx Xxxxxxxxx, Chief Executive Officer
Facsimile: (000)-000-0000
Any party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.
9.10 Legal Representation of the Parties. The parties agree that each
party was either represented by its own separate and independent counsel or had
an opportunity to be so represented in connection with this Agreement. This
Agreement was negotiated by the parties with the benefit of legal
representation, and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any party shall
not apply to any construction or interpretation hereof.
[remainder of page intentionally left blank; signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this License Agreement as
of the date first written above.
LICENSOR: LICENSEE:
______________________________ DATASTAND TECHNOLOGIES, INC.
XX. XXXXX X. XXXXXXX
By: ____________________
Name: Xxxx Xxxxxxxxx
________________________________ Title: Chief Executive Officer,
X. X. XXXX Chief Financials Officer, and Director
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EXHIBIT A
List of Provisional Patent Applications
1. "Composition and Method of Producing Endogenous Therapeutic Anti-
Inflammatory Eiconasids and their Metabolites by Exogenous or Oral Means," by
Xxxxx X. Xxxxxxx and X.X. Xxxx, (USPTO Serial Number 60/570,649).
2. "Method and Process for Producing Anti-inflammatory Products from Fungi,"
by Xxxxx X. Xxxxxxx and X.X. Xxxx, (USPTO Serial Number to be supplied upon
receipt).
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EXHIBIT B
ALLOCATION OF CONSIDERATION SHARES
The Consideration Shares shall be allocated among each Licensor as follows:
Name of Licensor Percentage of Consideration Shares to be
Allocated to Such Licensor
Xxxxx X. Xxxxxxx 50%
X.X. Xxxx 50%
Total 100%
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