Exhibit 10.15
AGREEMENT
This Agreement is made at PUNE on this 26th day of June 1995.
B E T W E E N
BIO-VED, INC., 000 Xxxx xxxxx, #000, Xxx Xxxx, XX 00000 XXX (hereinafter
referred to as THE COMPANY) of the FIRST PART
A N D
S.V. Karnataki, 399/28, P.C.N.T.D.A., Nigdi,
Pune - 411 002, India, (hereinafter referred to as
Xx. Xxxxxxxxx) of the SECOND PART;
WHEREAS
1. REPRESENTATIONS:
Xx. Xxxxxxxxx represented to the Company that :
a) He has developed a surgical antibacterial scrub and disinfectant
solution known as SA-12.
b) He is the absolute owner of the process and formula.
c) The said solution has been evaluated and found superior to a well
known standard antibacterial solution in the market known as
Sterillium.
d) No other person other than Xx. Xxxxxxxxx has any right, title,
interest or claim in the development of the said solution in the use
as described in Para 1(c).
2. The representation made by Xx. Xxxxxxxxx and briefly narrated in
Para (1) above form the basis of this Agreement.
3. The Company has, for purposes of identification, has referred to the
use of said solution as described in Para 1(c), as SA-12.
4. SALE:
Xx. Xxxxxxxxx agrees to sell to the Company, the exclusive rights (a) to
seek any and all possible patents, (b) for the use, development,
extraction, manufacture, sale and commercial exploitation of SA-12 either
as sole formulation or in combination with other products or formulation
or formulations throughout the worlds. (These rights are referred to as
Rights in SA-12). Xx. Xxxxxxxxx relinquishes these rights forever.
5. PAYMENTS:
The Company agrees to compensate Xx. Xxxxxxxxx as follows:
a) [******] at the time of signing of the Agreement.
b) [******] at time of successful completion of at
least 3 manufacturing batches.
c) [******] within thirty days after first six month of sale in
India.
* Confidential provisions omitted and filed separately with the Commission.
6. CONFIDENTIALITY:
The documents and information given by Xx. Xxxxxxxxx to the company shall
be treated as confidential by the Company and shall not be disclosed by
anybody except for the purposes of evaluation and for potential patent
application.
7. MARKETING
The Company intends to use the said formulation and/or sell the said
formulation in the worldwide market for the claims to be supported by
clinical evaluation.
8. SUBLICENSING:
The Company shall be entitled to sublicense the use, manufacture and/or
sale of the said formulation of SA-12.
9. VESTING OF RIGHTS:
The entire rights in respect of the said formulation, its method of
manufacture and a commercial exploitation of the said formulation and all
rights in SA-12 shall vest with the company and Xx. Xxxxxxxxx shall not be
entitled to interfere in it in any manner.
10. INTELLECTUAL PROPERTY:
The Company will at its own expense, evaluate and if feasible, pursue
patent applications on the said formulation and/or its uses. Xx. Xxxxxxxxx
agrees to provide all technical assistance in the preparing of
applications, preparing responses to all examiner inquiries and presenting
himself as needed, travel expenses at the cost to the Company, in defense
of any application.
11. ARBITRATION:
In the event of any dispute arising between the parties regarding this
agreement and/or interpretation of the terms and conditions of this
agreement and/or liabilities arising out of this agreement, the same shall
be referred to an arbitration of two arbitrators, one to be appointed by
each party and in the event of arbitrators not being unanimous in their
decisions, the matter shall be referred to an umpire to be chosen, and
appointed by the arbitrators. The arbitration proceedings may be held in
India but the matter shall be decided in accordance with the law of the
country about which or within whose territory the subject matter of dispute
arises, or relates.
IN WITNESS WHEREOF the parties have signed this DEED on the date and year
mentioned herein.
Signed by
s/Xxxxx Xxxx
Xx. Xxxxx Xxxx
President
On Behalf of BIO-VED, Inc. USA
On June, 1995.
(Party of the First Part)
Signed by
s/S.V. Karnataki
Xx. X.X. Xxxxxxxxx
On 26th June, 1995
(Party of the Second Part)
In presence of
s/Xxxxxxxx Dmrani
Mr. Shrikant Dmrani
Bombay
