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Title: |
License Agreement |
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Date: |
2001 |
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$35 |
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ID: |
#912916 |
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EXHIBIT 6.26
LICENSE AGREEMENT
-----------------
This License Agreement made and entered into as of June 11, 2001 by and
between Nurescell, Inc., a Nevada corporation, ("Nurescell") and Advanced
Technology Industries, Inc., a Delaware corporation, ("ATI") provides as
follows:
RECITALS
A. Nurescell has developed a novel material for shielding and
internment of radioactive materials and radioactive waste as well as providing
attenuation of X-ray energy. The material demonstrates shielding and physical
properties superior to commonly used shielding materials such as concrete,
steel, or, in some cases, lead. The material may be compounded in such a way as
to be used either in solid form or as a viscous liquid for specialized
applications. The compound may include such materials as polyester epoxy,
powdered metals, a coloring agent and polystyrenes in various combinations and
ratios. Said invention is more particularly described in United States Patent
Application No. 09/187641. Said invention is hereinafter referred to as the
"Technology."
B. ATI desires to acquire an exclusive license of the Technology in the
Territory and upon the terms and conditions set forth herein, and Nurescell
desires to grant an exclusive license of the Technology to ATI in said Territory
and upon said terms and conditions.
NOW THEREFORE, in consideration for the mutual covenants and agreements
contained herein and for other good and valuable consideration the receipt of
which is hereby acknowledged the parties hereto agree as follows:
1. Grant of License.
-----------------
Nurescell hereby grants ATI the sole, exclusive, transferable, right
and license to market, distribute, sublicense, sell, transfer and otherwise
commercially exploit the Technology and products utilizing the Technology in the
geographical areas specified below (the "Territory") upon the terms and
conditions set forth herein. The License and rights granted to ATI pursuant
hereto, shall be conditioned upon ATI and its sub licensees, if any, thereafter
during the term of the License satisfying its obligations to Nurescell
hereunder, including without limitation, the payment of royalties and other
payments to Nurescell.
Notwithstanding anything to the contrary contained in this Agreement
ATI shall have the right to utilize technologies and products in its business
which are similar to or related to the Technology and shall have the right to
grant its sub-licensees similar rights.
2. Term of License.
----------------
The term of this License shall be the longer of: (i) 25 years, or (ii)
the term of any patent which Nurescell now owns or may be granted in the future
on the Technology, or any modification or derivative thereof, in the United
States or any of the countries within the Territory. In the event that any court
of competent jurisdiction determines that the provision of this paragraph
violate any rule against perpetuities in said jurisdiction the term of the
License shall be automatically amended without any action of the parties to the
longest term allowable under the laws of said jurisdiction.
<PAGE>
3. Territory
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The Territory of the License shall be the geographical area consisting
of the European Union, the British Isles, the Russian Federation, Ubekistan,
Krygikistan, Afganistan, Pakistan, Kazakstan, Iran, Turkey, Ukraine, The Baltic
Republics, Georgia, Poland, Hungary, Czech, Slovakia, Slovenia, Egypt, South
Africa, Israel, Algeria, Libya, the UAE, Iraq, Lebanon, Saudi Arabia, and
Kuwait.
4. Royalties
---------
ATI shall pay Nurescell a royalty for the utilization of the Technology
in the amount of eight per cent (8%) of the Net Sales of the Technology by ATI.
Net Sales is hereby defined as gross sales less, discounts, rebates, credits,
returns, and freight. In the event that the Technology is incorporated in a
product the royalty shall be computed on the entire price of the product as well
as the coating or application of the product on another substance or substances.
In the case of sub-licenses the royalty shall be computed on the gross amount
received by ATI from the sub- licensee. In the event that any contract or
agreement provides for services or products in addition to the Technology or
products incorporating the Technology the royalty shall be computed only upon
that portion of the contract price attributable to the Technology or any product
incorporating the Technology and the application or coating thereof on another
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