EXHIBIT 3(2)
CONVENTION
BETWEEN: The UNIVERSITE LAVAL a corporation having its head office at
Sainte-Xxx, represented for the purposes of the present by Xx. Xxxxx Xxxxxx,
duly authorized in accordance with a resolution of the University board,
hereafter called:
(The UNIVERSITY)
AND: NEURO-BIOTECH INC. a corporation having its head office at 0000 XXX XX XX
XXXXXXXX, Xxxxxx-Xxx (Xxxxxx) X0X 0X0 represented for the purposes of the
present by Xxx. Xxxxxx X. Xxxxxxx, president, duly authorized, hereafter called:
(The COMPANY)
AND: XXX. XXXXXX X. XXXXXXX domiciled and living at 0000 XXX XX XX XXXXXXXX,
Xxxxxx-Xxx (Xxxxxx) X0X 0X0
AND: XX. XXXXXX XXXXXXX domiciled and living at 0 XXXXXX XXX XXXXXXXXXXX,
Xxxxxxx-Xxxxxx (Xxxxxx) X0X 0X0
hereafter called :
(INTERVENERS)
WHEREAS INTERVENERS through their professional activities at the UNIVERSITY
conceived and developed a technology, and without limiting the generality of the
following, in the bio-medical field in relation with
neuro-endocrino-immunilogical system diagnosis which technology brought and can
bring the development of diagnostic kits which aim to evaluate specifically and
directly in blood and biological tissues, the stress mechanism, the sympathetic
nervous system and the human hypothalamo-hypophyso-suprarenal axis response.
hereafter called: (the TECHNOLOGY)
WHEREAS within its rules and politics, the UNIVERSITY holds the rights for the
TECHNOLOGY's intellectual property;
WHEREAS the COMPANY wants to develop, exploit and market the TECHNOLOGY and
intends to apply for and hold the rights on a patent for the TECHNOLOGY;
WHEREAS the COMPANY wants to acquire all rights irrevocably, which the
UNIVERSITY is holding on the TECHNOLOGY's intellectual property;
WHEREAS the UNIVERSITY wants to transfer and give up every right it is holding
on the TECHNOLOGY's intellectual property;
WHEREAS the UNIVERSITY has the capacity to conclude the present convention and
execute the obligations that are incumbent upon it:
THEREFORE, IN CONSIDERATION OF THE PRECEDING, THE PARTIES AGREE AS FOLLOWS:
1. The preambule recited above shall be an integral part of the
aforementioned convention;
2. Subject to the conditions of article 3, the UNIVERSITY sells, transfers
and gives to the COMPANY the TECHNOLOGY's intellectual property and all
rights, titles and interests including the rights in patent applying on
appeal, copyrights, trading secrets, trademarks and any information,
confidential or not, about the works and the results in relation with
its development;
3. In consideration of the sale and the transfer described in the previous
paragraph, the COMPANY will pay the UNIVERSITY a non-refundable
commission of twenty thousand dollars ($20,000), which is payable when
the private financing will be collected by the COMPANY;
4. In addition to the non-refundable commission described in paragraph 3
of the present, the COMPANY promises to pay the UNIVERSITY a royalty of
3.5% of the sale price by the COMPANY or by any third party to which
the COMPANY may have granted a manufacturing or distribution license in
relation with the TECHNOLOGY up to a cumulative maximum amount of three
million dollars ($3,000,000), after which no further royalty should be
paid to the UNIVERSITY;
5. The royalties mentioned in paragraph 4 are payable once (1) a year at
the latest thirty (30) days after the COMPANY's financial statements
accompanied by a royalty report by the COMPANY's chartered accountants;
6. It is agreed by the parties that the COMPANY does not have to pay
royalties on kits or product samples, distributed for promotional aims
and it is also agreed that the COMPANY does not have to pay royalties
on merchandise returns and any discounts or credits on sold but unpaid
merchandise (bad cheques, collection, disputes);
7. The INTERVENERS renounce to any benefit and any part of the royalties
collected by the UNIVERSITY and renounce demanding the UNIVERSITY any
financial compensation of whatever nature in relation with the
agreement concluded within the presents between the UNIVERSITY and the
COMPANY and the profits that may ensue from this for the UNIVERSITY;
8. The COMPANY indemnifies the UNIVERSITY against claims, damages, losses,
charges or spending that can be result of or ensue from supposed or
real losses suffered by third parties or damages supposed or real
caused to third parties or that can be presented as caused or suffered
as a consequence of the COMPANY's manufacture, use and sale of the
TECHNOLOGY;
9. The UNIVERSITY admits by the presents that the TECHNOLOGY represents
information and industrial secrets which are confidential, and
therefore, the UNIVERSITY admits that the unauthorized disclosure of
these information and industrial secrets can cause serious damages to
the COMPANY. Consequently, the UNIVERSITY promises the COMPANY to
expend its best efforts in preventing third parties to peruse the
aforementioned information and industrial secrets in relation with the
TECHNOLOGY and also promises to take the necessary measures to prevent
the unauthorized disclosure of the aforementioned information and
industrial secrets or of confidential facts by any UNIVERSITY employee;
10. The parties commit themselves to signing any necessary document in
order to make this convention effective;
11. This present convention constitutes the whole agreement between the
parties and no other document, no other agreement or previous promise
is accepted for modifying or affecting in any way the terms of the
present convention;
IN WITNESS HEREOF, the parties have executed this agreement on March
21st 1997.
UNIVERSITE LA VAL NEURO-BIOTECH INC. COMPANY
___________________________________ ________________________________
Xxxxx Xxxxxx Xxxxxx X. Xxxxxxx
Research Vice-xxxxxx President & CEO
INTERVENTION
Xxx. Xxxxxx X. Xxxxxxx and Xx. Xxxxxx Xxxxxxx intervene in the present. They
admit that they are co-inventors of the TECHNOLOGY, that they read the
conditions in relation with the present convention and that they agree and
conform to the terms of this convention.
THE INTERVENERS:
_______________________________
Xxxxxx X. Xxxxxxx
_______________________________
Xxxxxx Xxxxxxx
