NON-EXCLUSIVE PATENT LICENSE AGREEMENT
Exhibit 10.2
This
Non-exclusive Patent License Agreement entered into this 1st day of September,
2007, by and between ImmunoBiotics, Inc., a corporation organized under the
laws
of the State of Florida, having its principal office at 000 XX 00xx Xxxxxx,
Xxxxxxxx 0, XxxxxXxxxxx, Xxxxxxx 00000, hereinafter referred to as "Licensor,"
and SYNORx, Inc., a corporation organized under the laws of the State of Nevada,
having its principal office at 0000 Xxxxx Xxxxxxx, Xxxxx X, Xxx Xxxxxxxx,
Xxxxxxxxxx 00000, hereinafter referred to as "Licensee."
RECITALS
WHEREAS,
Licensor is the owner of the following intellectual property: United States
Patent number 6,774,142 entitled "Inhibition by 3-Deoxyflavonoids of
T-Lyrnphocyte Activation and Therapies Related Thereto", hereinafter "The
Patent"; and
WHEREAS,
Licensee is desirous of researching, developing, marketing, distributing, and
selling Luteolin and related bioflavonoid-based products under The Patent;
and
WHEREAS,
Licensor is willing to grant a Non-exclusive License to Licensee to research,
develop, markets distribute, and sell Luteolin and related bioflavonoid-based
products covered by The Patent.
NOW
THEREFORE, the parties agree as follows:
1. Licensor
hereby grants a
Non-exclusive License to Licensee. This License will grant Licensee all rights
provided under The Patent.
2. The
initial term of the
Exclusive License shall be Five (5) consecutive years following the date of
this
agreement, at which time the Licensee shall have the option to renew at Five
(5)
year intervals through the effective dates of the patents, provided that
licensee is compliant with ALL terms of this agreement and any future agreements
with Licensor.
3. In
consideration for
the Non-exclusive Patent License Agreement, Licensee shall manufacture
and deliver to Licensor Five Thousand (5,000) bottles of 10 mg LutiMax tablets,
bottled and labeled as directed by Licensor. Label copy and lables will
be provided by Licensor. In addition to the manufacture and delivery of the
5,000 bottles of LutiMax 10 mg tablets, Licensee will pay a royalty of Five
Percent (5%) of net sales of products sold by Licensee that are covered by
the
Patent for the first Five Hundred Thousand $500,000 in sales per year, Seven
and
One-Half Percent (7.5%) of net sales per year from Five Hundred Thousand to
One
Million dollars ($500,000 to $1,000,000) in sales, and for net sales exceeding
One Million Dollars ($1,000,000) per year, Licensee will pay Ten
Percent (10%) of net sales. Licensee shall pay to Licensor annually a minimum
earned royalty of Ten Thousand Dollars ($10,000.00). The payments of the
royalties or minimum annual royalty payment will be paid quarterly within 30
days of completion of each quarter beginning the effective date of this
Non-exclusive Patent License Agreement.
Page
1
4. Licensee
shall keep suitable records of sales hereunder and to furnish to Licensor a
quarterly and annual summary report giving the amount of product manufactured
or
sold by Licensee under The Patent, and to accompany such report with a payment
of royalties accrued hereunder. Royalty payments shall be made payable to
"ImmunoBiotios, Inc. and wired in US funds to the Licensor's designated bank
account. To enable Licensor to verify the accuracy of such reports, Licensee
agrees to permit Licensor's accountant to inspect its pertinent records during
reasonable business hours upon reasonable notice to Licensee. Licensor shall
also have the right during normal business hours to inspect the premises where
SYNORx, inc.'s products are packaged, stored, marketed, or sold for the
purposes of verifying royalties due and the handling of quality
control.
5. Licensor
believes that Luteolin and related bioflavonoid-based products and the
compositions protected under The Patent are suitable for United States sale
and
use; however, it makes no representation in this regard. Licensor shall not
have
any responsibility to Licensee in the event Luteolin or the products
manufactured under The Patent do not perform satisfactorily.
6. Licensee
shall maintain the quality of Luteolin, LutiMax, and all products sold
under this Agreement as required by the minimum standards for Dietary
Supplements and Drugs (if such product is sold as a drug) in the United States.
Licensor reserves the right to inspect the quality of all products sold under
this Agreement to ensure that the quality is as required
7. Licensee
agrees to Licensor harmless from any liability or expense in connection
with its marketing, sales, or use of Luteolin or Luteolin-based
products.
8. The
name
of Licensor shall not be used in advertising without the express written
permission of Licensor.
9. In
the
event that protection rights to The Patent are infringed by a third party,
Licensor shall have the first opportunity to xxx for infringement and to recover
and retain any and all damages after paying Licensee its royalties based upon
the infringers sales. In the event that Licensor does not desire to xxx for
any
infringement, the Licensee thereafter will have the right to xxx for
infringement and retain all damages recovered there from. The party bringing
the
suit shall be responsible for all of the costs of the suit unless there is
a
further agreement between Licensor and Licensee in this regard.
10. This License
shall not be assignable by Licensee without the prior written consent of
Licensor, which consent shall not be unreasonably withheld.
11. Licensor may,
at its option,
terminate this agreement by written notice to
Licensees if Licensee shall default in:
a. The payment of any royalties
required to be paid by Licensee to Licensor hereunder; or
Page
2
b. The
making and submission of any reports required hereunder; or
c.
If
such
default shall continue for a period of thirty (30) days after Licensor shall
have given to Licehsee a written notice of such default;
12. Failure
or delay by Licensor to exercise its right of termination hereunder by reason
of
any default by Licensee in carrying out any obligation imposed upon it by this
Agreement shall not operate to prejudice Licensor's right of termination for
any
other subsequent default by Licensee.
13. Unless
sooner terminated in accordance with its terms, this Agreement shall continue
through the life of Patents and any renewals thereof provided, however that
if
the Patent Protection is held to be invalid by a court having jurisdiction
in a
decision which has become final, un-appealable and un-reviewable, the Licensee's
obligation to pay future royalties and patent maintenance fees shall
cease.
14. Licensee
may terminate the License granted by this Agreement, provided Licensee shall
not
be in default hereafter by giving Licensor ninety (90) days written notice
of
its intention to do so. If such notice is given, then upon the expiration of
such ninety (90) days the termination shall become effective; but such
termination shall not operate to relieve Licensee from its obligation to pay
royalties or to satisfy and other obligations accrued hereunder prior to the
data of such termination. Upon termination of this Agreement, all of the
licensed rights shall automatically revert to Licensor.
15. Licensee
shall provide Licensor with detailed information on the performance of Luteolin,
particularly any information which might reflect adversely on ImmunoBiotics,
Inc. or the use of Luteolin or Luteolin-based products.
16. Licensor
retains the
right to freely research, manufacture, market, sell and distribute Luteolin
products and products covered by The Patent for all purposes and does
not forgo any rights of its own under The Patent.
17. This
agreement shall be governed and construed in accordance with the laws of the
State of Florida, the United States of America, and any dispute, controversy
or
claim arising out of or relating to this Agreement shall be brought and decided
in the courts of MiamiDace County, Florida or the United States Federal Courts
in Florida, and the parties agree to accept service of process by registered
mail, and waive any jurisdictional or venue defenses otherwise
available.
18. This
Agreement represents the entire Agreement between the partieswith respect to
the
subject matter hereof, and supersedes all prior agreements between the parties
on this subject, and may be amended only by a written instrument or instruments
signed on behalf of the parties hereto.
19. If
any part of this
Non-Exclusive Patent License Agreement is decided by a court of law to be
unlawful, the remaining parts of this PATENT Non-Exclusive Patent License
Agreement are enforceable and intact to be deemed as lawful and
binding.
Page
3
IN
WITNES
WHEREOF, the parties have caused this Agreement to be executed as of
the
day and year first above written..
LICENSOR: LICENSEE:
ImmunoBiotics,
Inc.
SYNORx, Inc.
By:
/s/Xxxxxx X.
Xxxxx By:
/s/Xxxxxx X. Xxxxx
Xxxxxx
X.
Xxxxx
Xxxxxx X. Xxxxx
Title:
President
Title: President
Page
4
