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License and Joint Product Development Agreement

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Title:

License and Joint Product Development Agreement

Entities:

Global Precision Medical, Inc.; Global Medical Sciences Ltd.

Date:

2003

Size:

Preview shows 7KB of 28KB total

Price:

$42

ID:

#144873

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AGREEMENT, made as of this 23rd of September 2002, between GLOBAL MEDICAL SCIENCES LTD., a Barbados corporation, having its principal office in the City of Bridgetown, Barbados (hereinafter called "Licensor", acting for the present purposes by its agent Zecotek Holdings Inc) and Global Precision Medical Inc- (formerly San Antonios Resources), a British Columbia corporation having its principal office in the City of Vancouver, British Columbia, or its assignee San Antonios Resources (USA) Inc, its wholly-owned subsidiary ("Licensee")

WHEREAS Licensor is the lawful owner of intellectual property rights in a specified medical device known as the Urethral Stent (the "Stent"), having acquired these rights from the scientists listed in Appendix A,

WHEREAS Licensor acquired these intellectual property rights for the purpose of entering into the present joint licensing and development agreement having the express purpose of allowing the Stent to be taken to market after further development;

WHEREAS the intent of the parties is that the Licensor be active in all aspects of the project to eventually take the Stent to market;

WHEREAS Licensee wishes to enter into the present agreement to licence the Licensor's intellectual property rights in the Stent for the full term of the patent rights on the Stent, and to provide for the ongoing participation of the Licensor in further developing the Stent and taking it to market, said present agreement being made in consideration for the issuance to the Licensor of fully participating common shares in Licensee;

NOW, THEREFORE, in consideration of the mutual terms and conditions set forth herein, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

1.1         In this Agreement,
a)         "Agreement" shall mean this Agreement and all instruments supplemental hereto or in amendment or confirmation hereof, "herein", "hereof', "hereto",
            "hereunder" and similar expressions mean and refer to this Agreement and not
            to any particular Article, Section, Subsection or other subdivision-, "Article",
            "Section", "Subsection" or other subdivision of this Agreement means and
            refers to the specified Article, Section, Subsection or other subdivision of this
            Agreement.
b)         "Books and Records" shall mean all books, records, files and documentation
            (in whatever medium and wherever situated) of the Licensee-, for greater
            certainty, the phrase "Books and Records" shall include, without limitation, all

statements, budgets, projections, books, ledgers, records, financial records, accounting records, consents, approvals, authorizations, written Contracts. Tax returns, Employee files, retiree files, insurance policies, Benefit Plans, documentation, evidence or indication of ownership of the Licensor in and to any Purchased Asset, all records and correspondence which pertain to its business;

c)         "Closing" shall mean the cornpletion of the transaction of licence contemplated herein;

d)         "Closing Date" shall mean September 23, 2002;

e)         "Company" shall mean Global Medical Sciences Ltd and any subsidiary thereof:

f)         "Improvements" means the addition to the Stent of characteristics different than than present at of the Closing Date-,

g)         "Insolvency Event" shall mean any event where the Company becomes insolvent, bankrupt, or, as a result of a purported insolvency, is subject to any           court order having the effect of entrusting its management to a third party receiver or similar person for the purpose of managing the Company or its assets,

h)         "Intellectual Property Rights" shall mean (i) all domestic and foreign Patents, trade marks, trade names, service marks, copyrights, industrial designs, trade secrets, inventions, know-how, technology, (ii) all registrations and applications for registration of intellectual property, and (iii) all ongoing research and development work undertaken in accordance with Article 2.2,

i)         "Material Event of Default" shall mean any of the following events which compromises materially the ability of Licensee to execute on the Permitted Uses of the Stent, and which has not been remedied by Licensee within thirty (30) davs from the day that Licensor provides notice to Licensor of such breach:

a)     the breach by Licensee of the representations and warranties provided
        herein,
b)     the Licensee is subject to an Insolvency Event;
c)     non-performance by the Licensee of its obligations;
d)     the Licensee commences to carry on business in a non-medical area
        without the Licensor's consent,

j)         "Licence" shall mean the rights granted to Licensee under the present Licence Agreement;

k)         "Licensed Property", shall mean the Licensor's Intellectual Property Rights in the Stent;

l)         "Patents" shall mean the patents and patent pending applications Iisted in Appendix B hereof;

I -

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