Exhibit 10.2
LICENSE AGREEMENT
THIS AGREEMENT made and entered into this 11th day of December, 2003 by
NanoSensors, Inc., having a place of business at 0000 Xxxxx Xxxxx, Xxxxx Xxxxx,
XX., 00000, (hereinafter referred to as LICENSEE), and Axiom Corp and Xxxx
Xxxxxxxxx having place of business at 0000 Xxxxx Xxxx, Xxxxx Xxxxx, XX., 00000,
(hereinafter referred to as LICENSOR).
WHEREAS, LICENSOR has developed sensors technologies for detecting
explosives, chemicals and biologicals (hereinafter referred to as TECHNOLOGY);
and
WHEREAS, LICENSOR desires to license and LICENSEE desires to obtain
certain worldwide rights to the TECHNOLOGY for use exclusively within LICENSEE's
MARKET.
NOW, therefore the parties agree as follows:
1.0 DEFINITIONS - For the purpose of this licensing Agreement, the
following words and terms shall have the meanings set forth below:
a) TECHNOLOGY - Sensor technologies for detecting explosives,
chemicals and biologicals as further described in Exhibit A..
b) TERRITORY - worldwide.
c) MARKET - all commercial markets
d) SUBSIDIARY or AFFILIATE - Any corporation or other entity
which a party controls, or which that party, possesses a legal
and/or beneficial interest of at least fifty (50%) percent or
which owns, controls and possessed at least fifty (50%)
percent legal or beneficial interest in that party.
e) GROSS REVENUE - The gross revenue received by the LICENSEE or
any SUBSIDIARY or AFFILIATE of LICENSEE, for the PROJECTS in
which the TECHNOLOGY is used
2.0 THE GRANT
2.1 LICENSOR grants to LICENSEE an exclusive license to use of the
TECHNOLOGY in the TERRITORY and MARKET.
2.2 LICENSEE shall have the right to grant a sub license under
this License Agreement without the written consent of the
LICENSOR.
3.0 LICENSING FEES, ROYALTIES AND MINIMUM ANNUAL GUARANTEES
3.1 LICENSEE shall pay to LICENSOR in the TERRITORY and MARKET a
one-time licensing fee of $90,000. An initial payment of
$50,000 will be paid at the signing of this agreement and the
remaining $40,000 on a schedule mutually agreed upon by
LICENSEE and LICENSOR.
3.2 LICENSEE shall grant LICENSOR five million (5,000,000) shares
of common stock of the LICENSEE. The total number of shares
issued by LICENSEE at the date of this agreement is ten
million (10,000,000) share of common stock.
3.3 LICENSEE shall pay to LICENSOR in the TERRITORY and MARKET no
royalties on this license or any sublicenses.
4.0 CONSULTING SERVICES
4.1 LICENSEE shall enter into a consulting service agreement with
LICENSOR under terms and conditions shown in Exhibit B. All
patents developed under this Consulting Service Agreement in
sensor technologies to detect explosives, chemicals and
biologicals shall be assigned to LICENSEE by LICENSOR.
5.0 WARRANTIES AND REPRESENTATION
5.1 LICENSOR warrants and represents that:
a) LICENSOR has the full corporate power and authority
to execute, deliver and perform this Agreement and to
enter into and consummate all transactions
contemplated by this Agreement,
b) LICENSOR has no knowledge of any infringement of a
third-party patent or any other claim which would
interfere with the use of the TECHNOLOGY by LICENSEE.
5.2 LICENSEE warrants and represents that:
a) LICENSOR has the full corporate power and authority
to execute, deliver and perform this Agreement and to
enter into and consummate all transactions
contemplated by this Agreement,
6.0 ACKNOWLEDGEMENT
6.1 The Acknowledgement of the TECHNOLOGY being the LICENSOR'S
technology shall be defined by LICENSEE and mutually agreed
upon by LICENSOR and LICENSEE prior to the commencement of any
Services.
7.0 TERM
7.1 This term of this Agreement is perpetual fromthe date of this
Agreement.
8.0 NO JOINT VENTURE
8.1 Nothing herein shall be construed to place the parties in the
relationship of partners or joint ventures and neither party
shall have the power to obligate or bind the other in any
manner.
9.0 CONFIDENTIALITY
9.1 The LICENSOR's Confidentiality and Non-Disclosure Agreement
shall be signed by the LICENSEE in this TERRITORY and MARKET.
10.0 APPLICABLE LAW
10.1 This Agreement shall be construed and applied in accordance
with the laws of the States of California, except as to any
provisions hereof that are governed by the laws of the United
States of America, in which case the latter shall govern.
11.0 DISPUTES
11.1 All disputes, controversies or differences which may arise out
of or in relation to or in connection with this License
Agreement as between the parties to this License Agreement
shall be resolved through arbitration on an expedited basis in
accordance with the rules of the American Arbitration
Association in San Jose, California USA.
12.0 ASSIGNMENT
12.1 LICENSEE's obligations and rights under this License Agreement
can be assigned by LICENSEE.
13.0 INVALIDITY
13.1 Invalidity, illegality or unenforceability of any part of this
License Agreement shall not affect the validity, legality or
enforceability of the balance thereof.
14.0 ENTIRE UNDERSTANDING
14.1 This License Agreement is the entire understanding between the
parties and no change in agreement or modification shall be
effective unless executed in writing.
15.0 NOTICES
15.1 Any communication, report or notice required or permitted to
be given under this License Agreement shall be made in writing
and shall be deemed to have been duly and validly given
effective upon receipt of same , or if sent by Certified or
Registered mail, effective seven (7) days after mailing,
addressed to each case as follows:
a) If to LICENSOR, to it at:
AXIOM CORPORATION.
0000 Xxxxx Xxxx
Xxxxx Xxxxx, XX. 00000
Attention: Xx. Xxxx Xxxxxxxxx
b) If to LICENSEE, to it at:
XXXXXXXXXXXX.XXX, INC.
0000 Xxxxx Xxxxx
Xxxxx Xxxxx, XX. 00000
Attention: Dr. Xxx Xxxx
or at such other address as either party may hereafter furnish to the
other party by written notice, as herein provided.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed effective as of the date of this Agreement.
LICENSOR: LICENSEE:
AXIOM CORP.. NANOSENSORS, INC.
By:/s/ Xxxx Xxxxxxxxx By: /s/ Xxx Xxxx
---------------------------- ----------------------------
Xxxx Xxxxxxxxx, President Xxx Xxxx, President
