EXCLUSIVE LICENSE AGREEMENT
THIS AGREEMENT is made and entered into as of the ____ day of February,
2000 by and between MISONIX, INC., a New York Corporation with its principal
offices at 0000 Xxx Xxxxxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 (hereinafter referred
to as "MISONIX") and MDA, INC., a Nevada corporation having its principal
offices at 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxx 00000 (hereinafter
referred to as "MDA").
W I T N E S S E T H:
I. WHEREAS, MISONIX, has a business which is, in part, based on the research,
development, and manufacturing of ultrasonic equipment for scientific and
industrial purposes; and
II. WHEREAS, MDA has a business which is, in part, organized to market and
sell, on a worldwide basis, ultrasound medical devices (hereinafter referred to
as "Product" or "Products") specifically designed to improve the treatment of
patients desiring a surgical procedure commonly referred to as "Body
sculpting", "Liposuction" or "Liposculpturing" (hereinafter referred to as the
"Procedure"); and
III. WHEREAS, MISONIX has already utilized its engineering experience,
ultrasonic technology, and prototype manufacturing capabilities to design and
manufacture ultrasonic systems for use in the Procedure (which Products and
equipment, as well as auxiliary features such as probes and hand pieces are
referred to as the "System") for use in performing the Procedure; and
IV. WHEREAS, the parties previously entered into a certain exclusive license
agreement dated as of the 10th day of December 1995 (the "Prior License
Agreement"); and
V. WHEREAS, MDA assigned its rights under the Prior License Agreement to its
wholly-owned subsidiary, Lysonix, Inc., a California corporation ("Lysonix");
and
VI. WHEREAS, MISONIX terminated the Prior License Agreement by virtue of the
alleged default of MDA and Lysonix; and
VII. WHEREAS, MISONIX, on the one hand, and MDA and Lysonix, on the other
hand, are engaged in seeking a judicial approval for a proposed settlement of
amounts due and owing to MISONIX by way of shipments of Product to MDA and
Lysonix and royalties upon sale of such Products and Systems, this Agreement to
be effective only upon and following court approval and implementation of such
settlement; and
VIII. WHEREAS, the parties now wish to enter into a new exclusive license
agreement (the "Agreement"), as hereinafter set forth, whereby MISONIX is to
grant to MDA and LySonix (as assignee of MDA) the exclusive license within the
Territories described on Attachment A, to
market and sell the System now and hereafter produced by MISONIX, during the
term of this Agreement, solely for uses in body sculpting, liposuction, or
lipscuplturing, and for no other use, and MDA desires to enter into the
Agreement and to assign its rights thereunder to Lysonix, while remaining fully
liable for performance and payment of all obligations thereunder on the part of
Lysonix.
NOW, THEREFORE, in consideration of the premises and promises,
warranties and representations herein contained, the parties hereto enter into
this Agreement between MISONIX and MDA for the period of time commencing with
the day and year first above written for a period of ten (10) years ending on
February__, 2010 under the following conditions:
A: MDA to Receive:
1. Exclusive marketing and sales rights to the System in
the Territories and the specific countries therein
described in Attachment A utilizing MISONIX
Ultrasonic Liposuction technology and know-how
(including but not limited to Patent No. 5,419,761;
and all improvement patents and patent applications
and foreign patents relating to ultrasonic equipment
now or hereafter held by MISONIX) which pertain to
the Procedure, however, MISONIX retains the rights to
exploitation of the System and its ultrasonic
technologies for all other applications, medical and
non-medical, other than body sculpting, liposuction
and lipsculpturing. If any country does not have any
sales after three years, this territory reverts back
to MISONIX.
2. Exclusive rights in the Territories to utilize
MISONIX letter, dated October 15, 1993 from the U.S.
Food and Drug Administration, which provides for
marketing the System under Section 510(K), based on
substantial equivalence to devices marketed prior to
enactment of the Medical Device Act of 1976.
3. Right to modify specifications of the MISONIX System
to meet clinical/market needs as approved by MISONIX
at MDA's cost.
4. Right of name and logo selection by MDA. Access to
MISONIX technical support and the design history of
the System for legal and regulatory purposes.
5 Commitment by MISONIX to designate and supply a
dedicated product development team to work with the
MDA market development team and support staffs for
successful future project development(s) regarding
the Procedure.
B. MISONIX to Receive:
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1. No License Fee payment is to be paid to MISONIX
because of prior License Fee payments previously paid
to MISONIX under prior agreements between the
parties.
2. MDA hereby grants MISONIX a security interest in this
Agreement, the inventory of the System and other
products and related items in the possession or
control of MDA or LySonix being sold by MISONIX to
MDA or LySonix hereunder, all to secure performances
by MDA of its obligations thereunder. A formal
security interest and UCC forms and other documents
will be executed by MDA in furtherance of the
security interest.
3. Pursuant to Schedule D, annexed hereto, MISONIX is to
receive certain minimum purchase commitments each
year including the first twelve month period in order
to maintain exclusive rights in MDA and LySonix to
market and sell Products using the System. Such
minimum purchases will be specified with respect to
the U.S. and each other territory throughout the
world.
4. MDA and LySonix jointly agree to capitalize LySonix
as set forth in Attachment A and to have in place at
least four (4) direct Regional Sales Representatives
or their equivalent by the first quarter of 2000 and
at least six (6) by the end of the second quarter of
2000 and to add two (2) manufacturer representatives
in the United States at or before third quarter of
2000. MDA and LySonix also commit to a minimum of ten
(10) domestic and ten (10) international trade shows
and symposium where the LySonix 2000 will be
presented in the first year.
C. Both Parties to Agree:
MISONIX, on the one hand, and MDA/LySonix, on the other hand,
hereby agree to mutual non-competition in the field of
Ultrasonic Assisted Liposuction and body sculpting for the
life of this Agreement whereby each party hereby agrees,
during the term of this Agreement, not to compete nor engage
in, directly or indirectly, the Procedure or ultrasonic
assisted liposuction business except through this Agreement
and thereafter following expiration or termination of this
Agreement, to continue to abide by the terms of the
Confidentiality Agreement.
D. Quantity and Price: MISONIX agrees to sell to MDA and LySonix
and MDA and LySonix agree to buy from MISONIX one hundred
percent (100%) of MDA's and LySonix's requirement of the
Systems in accordance with the price list set forth in
Schedule A. Technological changes and variations from the
specifications shall either increase or possibly decrease the
cost of each System appropriately. In addition, these prices
can be increased by MISONIX only under one of the
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following circumstances: MISONIX may, with written
notification to MDA and LySonix, increase the price in
accordance with the rise in the Official Consumer Price Index
(CPI). Such increase in the price in accordance with the CPI
can be made once each year during the term of the Agreement,
except during the first year. Further, whenever the cost of
labor and/or raw material to MISONIX changes substantially,
MISONIX may change the price of the Ultrasonic Units, with a
ninety (90) day advance written notice to MDA, but only to
reflect directly such substantially changing and/or raw
material costs. All Systems for MDA will be manufactured in
accordance with the specifications set forth in Schedule B
which may be revised from time to time by written consent of
both parties.
All shipments will be F.O.B. point of origin. MDA will pay for
all shipments, in advance, by cash, bank check or letter of
credit. MDA shall purchase goods from MISONIX by utilizing any
remaining credit or by establishing an escrow account to cover
the desired amount of credit to be extended. These credit
terms may be varied only by MISONIX in its sole discretion
after it has experienced a satisfactory payment history.
E. Delivery. MDA shall submit purchase orders setting forth the
quantities, delivery date and shipping instructions with
respect to each shipment such purchase order is to be received
by MISONIX at least ninety (90) days prior to the stipulated
delivery date. MISONIX shall ship each order to MDA or MDA's
designee to the location specified, as instructed by MDA.
F. Quality. It is understood and agreed that all Systems sold to
MDA hereunder will meet the established specifications, as
described in the attached Schedule B. which Schedule may be
revised from time to time by agreement of the parties
hereunder. Furthermore, MISONIX shall adhere to current good
manufacturing practice (GMP) ISO/CE Xxxx and European Medical
Device Directives and to all applicable US governmental laws
and regulations, as may be amended from time to time relating
to the manufacture, sale and shipment of its Systems or
Ultrasonic Units sold hereunder. Cost of future filings and
modifications of units necessitated thereby to be borne by
MDA, which shall receive prior notice of proposed actions and
expenditures from MISONIX and shall participate in the
decision making process.
G. Quality Assurance. MISONIX will provide MDA with the test
results of all Systems to be shipped to MDA. Furthermore,
MISONIX shall advise MDA of any changes in the manufacturing
process or in materials which have a material impact on the
quality or performance of the Systems or Ultrasonic Units
purchased hereunder.
All Systems delivered to MDA shall be subject to acceptance by
MDA's quality assurance staff based upon the standards and
factors described on Schedule B, as the same may be modified
by mutual agreement. Unless MDA or LySonix gives
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MISONIX notice to the contrary within ten (10) working days
after receipt of a shipment of a System or Ultrasonic Unit,
such shipment shall be deemed to be accepted by MDA or
LySonix. MDA or MDA's designee shall have the right to reject
any shipment made to it hereunder which does not meet such
quality assurance specifications when received by it at such
designation. In the event that any such shipment is not
approved by MDA or LySonix because it does not meet said
specification, MDA or LySonix shall advise MISONIX in writing
and MISONIX agrees to replace such shipment at its expense
including charges incurred by MDA for freight and customs
clearance if applicable, and resubmit to MDA or LySonix within
forty-five (45) days. At MISONIX'S option, MDA or LySonix
shall return any such rejected shipment to MISONIX at
MISONIX'S expense.
H. Taxes. Any and all taxes imposed upon or with respect to or
measured by the sale or delivery by MISONIX to MDA or LySonix
of Ultrasonic Units or Systems in accordance with MDA's or
LySonix's instructions shall be for MDA's or LySonix's
account.
I. Force Majeure. MISONIX'S obligations and any delays in
deliveries hereunder or portion thereof, and MDA's obligations
to take delivery hereunder when due, shall be excused by
strikes, riots, war, invasion, acts of God, fire, explosion,
floods, delay of carrier, shortages or failures in the supply
of materials, acts of government agencies or
instrumentality's, delay in constructing manufacturing
facilities, and other contingencies beyond the reasonable
control of the party to be excused. In such event(s), MISONIX
will make reasonable efforts to fulfill MDA's and LySonix's
requirements for and MDA and LySonix will make reasonable
efforts to take delivery of Systems or Ultrasonic Units as
defined herein. If for any of the reasons set forth above,
MISONIX or shall be unable to deliver any of the agreed upon
quantities of MISONIX Systems or Ultrasonic Units when due,
MISONIX shall immediately notify MDA or LySonix of such
inability and of the period for which such inability is
expected to continue.
J. Royalty. In consideration for the rights granted in Paragraph
A (1.) above, MDA and LySonix shall be obligated to pay
MISONIX a one-time royalty of five percent (5%) on net sales
per unit or other dispositions (including transfers,
demonstration models, installment or financed sales) taken at
the full sales price or value if no price is specified)) of
Systems or Ultrasonic Units including, without limitation, the
probes and hand pieces covered by one or more of the Systems.
K. Royalty Record Keeping. MDA and LySonix shall keep complete
and accurate records of all sales of the Systems and/or
accessories identified in Paragraph J as qualifying for
royalties. On or before the thirtieth (30th) day after the end
of each calendar quarter, MDA and/or LySonix shall submit a
written report, setting forth sales and calculations of the
amount of royalty due and payable based upon sales
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by it during said calendar quarter. Upon MlSONIX's request,
and on reasonable notice, MDA and LySonix shall permit, at the
expense of MISONIX, an independent certified public accountant
acceptable to both parties to have access during reasonable
business hours to such of MDA's and LySonix's records as may
be reasonable or necessary to determine, in respect of any
quarterly period ending not more than two (2) years prior to
the date of such request, the correctness of any reports and
payments made under this Agreement. In the event that the
MISONIX accountant discovers an underpayment of five percent
(5%) or more, the fees of such accountant shall be borne by
MDA or LySonix. MDA and LySonix agree that the choice of
MISONIX' regular independent accountants (presently Ernst &
Young LLP) is acceptable to MDA and LySonix. MISONIX
undertakes and agrees that neither they nor any certified
public accountant selected by them pursuant to this paragraph
will disclose any information so obtained to any third party
except to the extent necessary to enforce this Agreement and
that MISONIX and the certified public accountant will
otherwise keep such information strictly confidential. This
right of inspection may not be exercised more than once in any
one (1) calendar year.
L. Royalty Payment. The payment of the Royalty will be thirty
(30) days following the end of the previous calendar quarter.
Net Sales as used herein shall be the gross invoice price of
the System including, without limitation, the probes and hand
pieces (or "value" thereof if no price is specified) less the
sum of the following:
a) Quantity and cash discounts allowed in amounts
customary (and where necessary) in the trade
(not to exceed 25% of the regular price with
respect to domestic i.e., North American
sales) and 60% for international sales.
b) Sales taxes, tariff duties and use taxes
directly imposed with reference to particular
sales.
c) Outboard transportation prepaid.
d) Amounts credited or allowed on returns.
No deductions shall be made for commissions paid whether they
be with independent sales agencies or employees of MDA.
Systems and/or accessories shall be considered "sold" when
billed or invoiced by MDA or LySonix or, failing that, when
transferred or disposed of by MDA or LySonix.
M. Infringement. (i) The parties shall jointly cooperate to
initiate legal proceedings against any infringer of the
patents and/or technology covered by this Agreement and
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shall divide the recovery, if any, in accordance with their
respective contributions to the cost thereof.
(ii) The cost of defending any challenges by third parties to
the patents and technology covered by this Agreement and their
application to the Procedure and Systems shall be incurred
individually by MISONIX on the one hand, and MDA and LySonix,
on the other hand. Except as stated in subparagraph (iii)
below, each party to this Agreement shall pay its own expenses
for defending any future patent litigation. Misonix and MDA
and LySonix shall cooperate by supplying to each other all
applicable technical information including, but not limited
to, MISONIX patent application files and other requested
information about the MISONIX System, subject to MISONIX's
reasonable requests for assurances as to confidentiality.
(iii) Notwithstanding the foregoing, the provisions of
subparagraph (ii) of this Section M shall not affect the
obligations of MDA and Lysonix under the Prior License
Agreement to cover costs and expenses on defense of patents
challenges and/or claims of infringement and MDA and Lysonix
shall be fully responsible for bearing costs and expenses of
any prior challenges, including, without limitation, that of
Mentor Corporation, except for appeals or retrials of the
same; provided, however, that subject to MDA/LySonix having
borne and paid all amounts previously due (including sums now
outstanding) from the Mentor litigation prior to the current
appeal, MISONIX, on the one hand, and MDA/LySonix, on the
other hand, shall share 50-50 all the expenses and costs of
any such appeals or retrials.
N. Term. This Agreement shall be effective when signed by the
parties, and shall continue in effect for a period of ten (10)
years. Thereafter, this Agreement shall be automatically
renewed for consecutive annual periods of one year each unless
either party gives to the other party at least 120 days prior
written notice of non-renewal at the expiration of the
original term or any renewal term.
Upon expiration or termination of this Agreement, MDA and/or
LySonix shall immediately cease to sell the Products and
Systems hereunder.
O. Termination for Cause. If either party shall at any time fail
to abide by any of the provisions of the Agreement, the other
party shall have the right to terminate this Agreement on
sixty (60) days prior written notice to the defaulting party
specifying the default complained of, provided, however, if
said defaulting party cures the default complained of within
the said sixty (60) day period, or if a non-monetary default
which reasonably would take more than sixty (60) days to cure
and the defaulting party is actively taking steps to cure the
same, the Agreement shall continue in full force and effect as
if no default has occurred. The right of either party to
terminate this Agreement, as hereinabove provided, shall not
be affected in any way by its waiver of, or its failure to
take action with respect to, any previous default. This
Agreement may also be terminated by the other party in the
event that a petition
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of bankruptcy is filed by or against a party and not dismissed
within thirty (30) days, or a receiver or trustee is appointed
for all or a part of the property of a party, or a party makes
an assignment for the benefit of creditors.
P. Rights and Obligations Upon Termination. Any termination of
this Agreement as provided herein shall not relieve any party
of any obligation arising hereunder prior to such termination.
In the event of termination, the rights to all patents
developed by MISONIX singly or in joint cooperation with MDA
and/or LySonix for the Procedure during the term of the
Agreement shall revert and be assigned to MISONIX. In
addition, upon termination by MISONIX for cause, MDA and
Lysonix shall transfer to MISONIX a complete list of all
customers, warranties of service agreements in place, all
drawings and other material utilizing the MISONIX technology
and all confidential material pertaining to the same.
Q. Purchase Orders. A schedule of the minimum required purchase
orders is annexed hereto as Schedule D. The provisions of this
Agreement shall prevail over any inconsistent statements of
provisions contained in any document related to this Agreement
passing between companies including, but not limited to, any
purchase order, acknowledgment, confirmation or notice. This
Agreement shall supersede and prevail over any other agreement
applicable to the subject matter of this Agreement between the
parties which may be in effect at the time this Agreement is
executed.
R. Limited Warranty and Liability.
1. MISONIX warrants that the materials described herein
shall meet the specifications as set forth in
Schedule B but DOES NOT WARRANT THE SUITABILITY OR
USES WHICH MAYBE MADE OF THE SAME OR THE UNITS TO BE
PRODUCED HEREUNDER.
2. Except as provided in Paragraph (3) hereafter,
MISONIX shall not be liable for, and MDA and LySonix
assume responsibility for, and hereby agrees to
indemnify and hold harmless MISONIX for and against
all costs, expenses, and damage (including reasonable
attorney's fees arising from any claim for personal
injury and property damage resulting from the
handling of the Ultrasonic Units) following MDA's or
LySonix's acceptance of the Ultrasonic Units after it
has completed its testing as provided in Quality
Assurance.
3. Except as provided in Paragraph (5) hereof, MDA or
LySonix shall not be liable for, and MISONIX assumes
responsibility for and agrees to indemnify and save
harmless, MDA and LySonix, for all personal injury
property damages which occur during MISONIX'S
manufacturing process of Ultrasonic Units or its
System or for which Ultrasonic Units or Systems that
are being delivered to MDA or its designees or for
claims based on violations
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of Federal, State or locallaws or regulations
applicable to employee or environmental protection
in such manufacture or delivery by MISONIX, e.g., a
claim based on MISONIX'S violations of environmental
standards, standards deal with providing a safe place
to work, or the transportation of hazardous
materials.
4. Any party, upon learning of any claims or suits,
under Paragraphs (2) or (3) of this Article, shall
notify the other, but LySonix's or MDA's attorneys
shall handle and control such claims or suits which
fall under Paragraph (2) above on Limited Warranty
and Liability and MISONIX'S attorneys shall handle
and control such claims or suits which fan under
Paragraph (3) above on Limited Warranty and
Liability.
5. Notwithstanding the foregoing provisions hereof,
LySonix's and/or MDA shall secure product liability
insurance coverage covering personal injury and
property damage for the products produced hereunder,
at the full cost and expense of MDA, in an amount of
not less than five million dollars ($5,000,000) with
a deductible of not greater than two hundred thousand
dollars ($200,000), covering both MISONIX and MDA for
any and all liability.
S. Arbitration.
1. After the Closing, any dispute, controversy or claim
arising out of or relating to this Agreement or the
negotiation hereof or entry hereunto or any contract
or agreement entered into pursuant hereto or the
performance by the parties of its or their terms
shall be settled by binding arbitration held in New
York, New York in accordance with the commercial
Arbitration rules of the American Arbitration
Association then in effect. This Section shall be
construed and enforced in accordance with the Federal
Arbitration Act, notwithstanding any other choice of
law provision in this Agreement. Notwithstanding the
foregoing:
(i) MISONIX or MDA/LySonix may, in its
discretion, apply to a court of competent
jurisdiction for equitable relief and such
an application shall not be deemed a waiver
of the right to compel arbitration pursuant
to this Section.
(ii) No party shall be required to submit to
arbitration hereunder unless all persons who
are not parties to this Agreement, but who
are necessary parties to a complete
resolution of the controversy, submit to the
arbitration process on the same terms as the
parties hereto.
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2. The arbitrator(s) shall allow such discovery as the
arbitrator(s) determine to be appropriate under the
circumstances and shall resolve the dispute as
expeditiously as practicable, and, if reasonably
practicable, within 120 days after the selection of
the arbitrator(s). The arbitrator(s) shall give the
parties written notice of the decision, with the
reasons therefor set out, and shall have 30 days
thereafter to reconsider and modify such decision if
any party so requests within 10 days after the
decision. Thereafter, the decision of the
arbitrator(s) shall be final, binding, and
nonappealable with respect to all persons, including
(without limitation) persons who have failed or
refused to participate in the arbitration process.
3. The arbitrator(s) shall have authority to award
relief under legal or equitable principles, including
interim of preliminary relief, and to allocate
responsibility for the costs of the arbitration and
to award recovery of attorneys fees and expenses in
such manner as is determined to be appropriate by the
arbitrator(s).
4. Judgment upon the award rendered by the arbitrator(s)
may be entered in any court having in personam and
subject matter jurisdiction. MISONIX, MDA and LySonix
hereby submit to the in personam jurisdiction of the
federal and state courts in New York, New York for
the purpose of confirming any such award and entering
judgment thereon.
T. Notices. Any notice or request required or permitted to be
given under or in connection with this Agreement shall be
deemed to have been sufficiently given if in writing and
delivered to an officer of such party or sent by registered
airmail, telex or telegram, prepaid, or by hand or by
overnight receipted courier service (such as Federal Express)
to the party for which such notice is intended, at the address
set forth for such party below:
In the case of MDA or LySonix: President
Medical Device Alliance, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxx 00000
In the case of MISONIX: President
MISONIX, Inc.
0000 Xxx Xxxxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
or to such other address for such party as it shall have
therefore furnished in writing to the other party. If sent by
mail, telex or telegram, the date of mailing or transmission
shall be deemed to be the date on which such notice or request
has been given.
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U. Assignment.
(i) MDA or MISONIX may assign rights under this Agreement
in whole or in part to any of their respective
affiliates or subsidiaries. Upon the other party's
request, the assigning party shall enter into a
separate counterpart agreement with any such
affiliate or subsidiary; it being expressly agreed
that the assignor shall remain bound by the
obligations hereof and for performance by the
assignee. Such counterpart agreement shall be in the
same form as this Agreement, except for necessary
changes to reflect the extent of the assignment, the
substitution of the affiliate's or subsidiary's name,
the effective date of the assignment and the
inclusion of a new provision enabling the
non-assigning party to terminate such separate
counterpart agreement in the event that the assignee
ceases to be an affiliate or subsidiary of the
assigning party. This Agreement shall not otherwise
be assignable by either party without the prior
written consent of the other party.
(ii) In furtherance of Section U (i) hereof, MDA is hereby
assigning its rights under this Agreement to LySonix
and LySonix is hereby accepting the assignment and
agreeing to be bound. As noted in Section U(i) above,
MDA is remaining bound by its obligations under the
Agreement and shall remain responsible for
performance by LySonix of the obligations of LySonix
under this Agreement.
V. Entire Agreement. This Agreement sets forth the entire
Agreement and understanding between the parties as to the
subject matter hereof and merges all prior discussions and
negotiations between them, and neither of the parties shall be
bound by any conditions, definitions, warranties,
understandings or representations with respect to such subject
matter other than as expressly provided herein or as duly set
for the on or subsequent to the date hereof in writing and
signed by a proper and duly authorized officer or
representative of the party to be bound thereby.
W. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York.
X. Confidentiality. After execution of the present Agreement,
MISONIX shall disclose to MDA and LySonix all technical
information reasonably necessary to use the Systems, and MDA
and LySonix shall hold such information except as provided in
Paragraph 1 dealing with Force Majeure, and Paragraph Q.
dealing with Inability To Supply Full Requirement of this
Agreement. In addition to and not in lieu hereof, the parties
re-affirm the provisions of the confidential Disclosure
Agreement dated August 11, 1995, which remains in effect and
is annexed as Schedule C hereto provided, however, that such
non-disclosure obligation shall remain in effect for the term
of this Agreement and a period of two years thereafter; in
furtherance of the
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foregoing, MDA and any assignee thereof agrees to enter into
a separate non-disclosure agreement in form prepared and
provided by MISONIX.
Information which is necessary for obtaining or maintaining
approval of the Systems by any regulatory agency of any
foreign country shall be an exception to the above
confidentiality obligations, but only to the extent necessary
and provided said confidentiality is maintained to the fullest
extent possible by MDA.
IN WITNESS WHEREOF, this Agreement has been entered into as of the day and year
first above written.
MISONIX, INCORPORATED MEDICAL DEVICE ALLIANCE, INC.
By: By:
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LYSONIX INC.
By:
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