EXHIBIT 10.1
Influence, Inc.
00 Xxxxxxx Xxxx Xxxxx
Xxxxx 00
Xxxxxxxxxx, X.X. 00000
April 17, 1995
Dimotech Ltd.
x/x Xxx Xxxxxxxx
Xxx Xxxx, Xxxxxx
Re: Stapler Patent Appl. No. 103737
Gentlemen:
The purpose of this letter is to confirm our understanding regarding the license
(the "License") by Dimotech Ltd. ("Dimotech") to INFLUENCE, Inc. or its assigns
("Influence") of all of the know-how, technology and intellectual property (the
"Technology") associated with the "stapler" described in, and including, Israel
patent number 103,737 (the "Patent"), in order to develop, manufacture and
market products utilizing the Technology, portions thereof or improvements
therefrom.
You represent that Dimotech owns, and has the unqualified right and power to
create, convey and grant the License to Influence of, all right, title and
interest in and to the Technology.
Effective from and after the date hereof, Dimotech hereby unconditionally and
irrevocably creates, conveys and grants the License to Influence of the
Technology. The License is exclusive to Influence, is worldwide, is freely
transferable by Influence and shall be for a period coterminous with the Patent.
For and in consideration of the License, Influence agrees to pay to Dimotech the
following sums:
(x) $400,000 U.S. (the "Initial Payment"), representing a
prepayment of accrued royalties for its affiliate's
utilization of the Technology prior to the date hereof,
subject to reduction for early payment as hereinafter
provided; and
(y) a royalty (the "Royalty") in the amount of 0.5% of the total
income of Influence after the date hereof derived from
direct or indirect (e.g. third party, subsidiary, affiliate)
exploitation of the Patent.
The Initial Payment shall be payable as follows:
(a) $50,000 upon the execution of this letter by Dimotech; and
(b) $350,000 within 6 months after the execution of this letter
by Dimotech. Within 30 days after execution of this letter
by Dimotech, Influence and Dimotech will discuss whether
there are mutually acceptable terms for the earlier payment
of this (or a discounted) sum.
The Royalty shall be payable, if at all, in respect of a fiscal year, within 165
days after the end of such fiscal year of Influence, based upon the audited
financial statements of Influence for such fiscal year, which shall include a
calculation of the Royalty payment for such fiscal year.
In addition to the Initial Payment and the Royalty, Influence agrees to pay to
Dimotech, together with the Initial Payment, a sum of up to $2000 (subject to
reasonable verification) to reimburse Dimotech and the Technion for expenses
incurred to date in connection with the filing of the Patent. Dimotech agrees,
for itself and the Technion, to cooperate with Influence in all reasonable
respects regarding the issuance of the Patent and the process attendant to such
issuance. Influence agrees to pay the expenses to be incurred after the date
hereof (by Influence, or by Dimotech or the Technion in connection with
cooperating with Influence) in connection with the issuance of the Patent or the
process attendant thereto. Influence agrees to pursue reasonably the issuance of
the Patent.
If the foregoing correctly reflects your understanding of our agreement
respecting the License, the Technology, the Initial Payment and the Royalty,
please indicate your agreement to the same by signing below where indicated and
returning a signed copy of this letter to Influence.
Sincerely, Acknowledged and Agreed:
Dimotech Ltd.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx Xxxx
------------------- ---------------
Xxxxxx X. Xxxxx Xxxxxx Xxxx
President General Manager
Dated: July 24, 1995
Dimotech Ltd
Influence, Inc.
00 Xxxxxxx Xxxx Xxxxx
Xxxxx 00
Xxxxxxxxxx, X.X. 00000
Tel. 000-000-0000/Fax. 000-000-0000
E-Mail: 102553,3544 @XxxxxXxxxx.Xxx
Dimotech Ltd.
x/x Xxx Xxxxxxxx
Xxx Xxxx, Xxxxxx
Re: Stapler Technology
-----------------------
Gentlemen:
Reference is made to our license agreement dated April 17, 1995, regarding the
referenced technology (the "License"). The purpose of this letter is to clarify
the term of the License. It being our joint intention that the term of the
License should be coterminous with patents issued and which may be issued (in
Israel or elsewhere) on the technology, we ask you to sign below where
indicated, confirming that this is the case, and that the License is clarified
to this effect.
Sincerely, Acknowledged and Agreed:
Dimotech Ltd.
/s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx /s/ Xxxxx Xxxxxxxxx
Vice President - Operations ------------------ -------------------
Name: X. Xxxxxxxxxx X. Xxxxxxxxx
------------- ------------
Title: General Manager Financial Manager
--------------- -----------------
Dated: 3-3-96
------
DIMOTECH Ltd.
at the TECHNION
A Holding Company for Start-Up Industries
Influence Inc.
00 Xxxxxxx Xxxx Xxxxx
Xxxxx 00
Xxxxxxxxxx
Xxx Xxxx 00000
XXX
June 13, 1995
Dear Sirs,
Dimotech, Ltd. agrees not to [and will not permit others to] commercialize, use,
or otherwise implement the Auxiliary Intra-Urethral Magnetic Valve for Persons
Suffering from Urinary Incontinence - Israeli Patent No. 089297/US Patent No.
5,004,454, other than according to the written instructions of Xx. Xxxxxxxxx
Xxxxx. At your request, and expense, Dimotech will authorize you to take all
reasonable and appropriate action to enforce the subject patent, and will
cooperate with you in all reasonable respects regarding such enforcement.
Yours sincerely,
Xxxxxx Xxxx
General Manager
