LICENSE AGREEMENT
THIS LICENSE AGREEMENT made and entered into this 30th day of November,
1995, by and between NEW ENGLAND DIAGNOSTICS, with offices at 0 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx. 00000 hereinafter referred to as "XXX"
AND
MEDICAL PRODUCTS, INC., a Florida Corporation, with offices at 000 Xxxxxxxxx
Xxxx, Xxxxxxxxx Xxxxx, Xx, 00000 hereinafter referred to as "MEDPRO"
RECITALS
WHEREAS, World Wide Diagnostics, Ltd., (WWD) a Bahamian medical supply
firm, acquired and transferred certain technology to XXX for royalties, and
other valuable consideration; and
WHEREAS, XXX acquired the exclusive license and distribution rights from
Universal Health Watch, Inc. (UHW) for Canada, Mexico, Central America, South
America, the Bahamas, the Brittish West Indies, Jamaica, Haiti, The Dominican
Republic, Bermuda, and Aruba. The XXX agreement with UHW for the XXX license
territories required that XXX provide start up funds, arrange equipment leases
for laboratory equipment for UHW, negotiate contracts for UHW, and transfer the
technology acquired from WWD with the provision that UHW pay the royalties
required directly to WWD, and xxxxx XXX the exclusive license to market,
distribute and sell all of the diagnostic devices manufactured or caused to be
manufactured now or in the term of this license by UHW; and
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WHEREAS, MEDPRO is a medical marketing and distribution company that was
organized for the purpose of marketing, distributing and selling medical
diagnostic devices as set forth in the attached exhibit "A" and desires to
obtain an exclusive marketing, distribution and sales license for South America
and the Bahamas; and
WHEREAS, the parties hereto desire to enter into this agreement whereby
MEDPRO shall have the exclusive license to market, distribute and sell the
medical diagnostic devices listed in the attached "A" in all of the countries
located in "SOUTH AMERICA", and in the "BAHAMAS" the "LICENSE AREA"; and
NOW THEREFORE, for valuable consideration and the mutual promises contained
herein, the parties agree as follows:
SECTION 1. SCOPE AND TERM OF LICENSE
1.1 LICENSE. XXX hereby, subject to the terms and conditions set forth herein,
grants to MEDPRO an exclusive license to market, sell and distribute the
MEDICAL DIAGNOSTIC DEVICES referenced in the attached exhibit "A" in all of
the countries located in South America and in the Bahamas.
1.2 IMPROVEMENTS. XXX hereby grants to MEDPRO, for no additional
consideration, an exclusive license to any Improvements for UHW's products
licensed to XXX. The parties agree to disclose to each other any
Improvements to any diagnostic test kit or other product designed,
manufactured or created by UHW or its employees, consultants or
contractors, of which either party becomes aware of at any time during the
term of this Agreement.
1.3 TERM OF LICENSE. The term of this license shall be for ten (10) years from
the date of the settlement of this agreement.
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1.4 MINIMUM SALES REQUIREMENTS. The minimum orders required to maintain the
exclusive rights in this agreement are:
a. $500,000 (US) per year for the term of the license for the Bahamas.
b. $100,000,000 (US) for South America.
c. The effective date for the minimum performance begins on July 1, 1996,
and continues through each and every 12 month period thereafter for
the term of the license.
SECTION II - CONSIDERATION TO BE PAID FOR LICENSE
2.1 CONSIDERATION. A payment of thirty ($30,000,000) million dollars (US)
which shall be paid as follows:
(a) Upon the execution of this agreement, a secured note in the amount of
thirty million dollars ($30,000,000), (see note) secured by the license
that is the subject of this agreement and all of the equity interest in
MEDPRO.
SECTION III - REPRESENTATIONS AND WARRANTIES
3.1 WARRANTIES AND REPRESENTATIONS. XXX represents and warrants to MEDPRO as of
the date of this Agreement the following:
(a) TITLE. XXX has the power to grant the rights contained in this
agreement.
(b) COMPLIANCE. In all respects material to XXX and its products, XXX is
not in violation of any law or regulation, or under any order of any
court or governmental agency.
(d) AUTHORIZED ACTION. The execution of this Agreement between these
parties has been performed by an officer and director who is so
authorized, and this Agreement constitutes a valid and binding
obligation of XXX.
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(e) COMMERCIALLY VIABLE PRODUCTS. XXX represents that, to the best of its
knowledge and belief, its products are commercially viable, suitable
for the diagnostic purposes intended with a highly degree of accuracy
in their diagnostic results and there is no reason known to XXX why
these products delivered under this agreement, should not be permitted
or, if approval is required, approved, by any government or regulatory
agency within the Licensed Area.
SECTION IV - OTHER RESPONSIBILITIES
4.1 XXX RESPOSIBILITIES shall be solely responsible for providing the products
in compliance with the terms and conditions of specific purchase order
agreements between the parties. All products are to be delivered FOB an
xxxx xxxxx xxxx xx xxx Xxxxxx Xxxxxx of America.
4.2 MEDPRO RESPONSIBILITIES. MEDPRO shall be responsible for developing a
market for the products within the Licensed Area, at MEDPRO's expense.
SECTION V - CONFIDENTIAL INFORMATION
5.1 CONFIDENTIAL INFORMATION. The term "Confidential Information" shall mean
and include all information shared between the parties regarding the
patents, improvements, know-how and propriety rights of and for the HIV
Test Kit and for any other product that is the subject of this Agreement,
and also including the business plans, finances, investors, licensees,
officers, directors, and other propriety and business information relating
to the parties and to this agreement, which Confidential Information the
parties agree and represent to keep confidential and to not disclose to any
other parties without the consent of the other party, unless such
information becomes part of the public domain, or is otherwise becomes
known to third parties without fault by non-owning party hereunder.
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SECTION VI - CONDITIONS OF CLOSING
6.1 CONDITIONS OF CLOSING. The parties obligations under this agreement are
conditions upon the following:
(a) TRUE REPRESENTATIONS. That all representations made by the parties in
this Agreement are true and correct in all material respects as of the
date of this agreement.
SECTION VII - MISCELLANEOUS PROVISIONS
7.1 ENTIRE AGREEMENT. This Agreement (including the schedules and annexes
hereto) and the documents delivered pursuant hereto constitute the entire
agreement and understanding between the parties and supersede any prior
agreement and understanding relating to the subject matter of this
agreement. This Agreement may be modified or amended only by a duly
authorized written instrument executed by the parties hereto.
7.2 DEFAULT. MEDPRO has an obligation to make the minimum order in any given
year, as described in Section 2.1 above. If these obligations are not
completed on schedule, XXX shall have the right to put MEDPRO on notice of
its default. If MEDPRO fails to cure the default by ordering sufficient
quantities within 30 days from the date of notice, then XXX shall have the
right to deem that the exclusivity of the rights granted to MEDPRO
hereunder are terminated and that this Agreement converts to a non-
exclusive right in MEDPRO to market, sell and distribute within the
Licensed Area.
7.3 COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts.
7.4 NOTICES. Any notice or communication required or permitted hereunder shall
be sufficiently given if sent by first class mail, postage prepaid, return
receipt to the parties at such address as the parties may designate in
writing.
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7.5 SURVIVORSHIP. All warranties, covenants, representations and guarantees
shall survive this Agreement. The parties hereto in executing and in
carrying out the provisions of this Agreement are relying solely on the
representations, contained herein or upon the writings and documents
delivered pursuant to provisions of this Agreement.
7.6 DISPUTES. Any disputes between the parties shall be settled by
Arbitration. The Arbitrator shall be selected from a known established
board of Arbitrators.
7.7 GOVERNING LAW. The laws of the State of Florida, USA, shall govern the
enforcement of this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
NEW ENGLAND DIAGNOSTICS, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Xxxxxxx, President
MEDICAL PRODUCTS, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------
Xxxxxxx Xxxxxxxxx, Chairman
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EXHIBIT "A"
WHOLESALE PRICES/DIAGNOSTIC DEVICES
Cholera - 24 hour test $ 2.00 per test
Cholera - Quix assay - rapid test 12.00 per test
Group A strep - Quix 5.60 per test
Syphilis test 1.25 per test
Gonorrhea test 1.50 per test
Glucose (diabetes) test .80 per test
Hepatitis A + B 14.40 per test
HIV I - peptide test 1.00 per test
HIV I & II test 5.50 per test
HIV I & II Quix test (I piece - 3 step cassette) 8.50 per test
Diphtheria test 15.00 per test
Pregnancy (Quix Rapid) test 1.00 per test
PRICES EFFECTIVE AS OF JANUARY 1, 1996
