Acquisition Agreement
This acquisition agreement (the "Agreement") dated and effective as of the 24th
day of March, 1998, is made between:
MEDITECNIC, INC., a corporation organized and existing under the laws of Nevada,
USA with address 24901 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.
and
MEDITECNIC S.A. a corporation organized and existing under the laws of
Switzerland, with
address c/Aurefind S.A., 2 rue ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ 25
(the "Company").
Recitals
On August 1, 1994, a joint development agreement was signed by and between ▇▇▇▇
CORPORATION, a corporation organized and existing under the laws of Delaware,
U.S.A.
("▇▇▇▇") and MEDITECNIC S.A. a corporation organized and existing under the laws
of
Switzerland ("MEDITEC") (exhibit 1).
▇▇▇▇ is a subsidiary of SYBRON INTERNATIONAL CORPORATION, a U.S. public
Corporation organized and existing under the laws of Wisconsin.
MEDITEC S.A. was until October 23 and November 19, 1996 owner of all patents
concerned by the Agreement. On October 23 and November 19, 1996 said Patents
were sold to MEDITECNIC s.r.l., a corporation organized and existing under the
laws of Italy.
On February 19, 1997, ▇▇▇▇ Corporation, MEDITEC S.A. and MEDITECNIC, s.r.l.
signed and
Amendment to Joint Development agreement (exhibit 2).
On February 19, 1997, SYBRON DENTAL SPECIALTIES, a corporation organized and
existing
under the laws of Delaware, U.S.A. and MEDITECNIC s.r.l. signed a license
agreement (exhibit
3).
SYBRON DENTAL SPECIALTIES is also a subsidiary of SYBRON INTERNATIONAL
CORPORATION.
On January 14, 1998, the Company acquired from MEDITECNIC s.r.l. the following
patents, all concerned by the above mentioned license agreement.
Patent CN No. 685.862
Patent JP No. 4-502426
Patent CA No. 2.078.325
Patent AT No. 0521119
Patent BE No. 0521119
Patent DE No. 0521119
Patent ES No. 0521119
Patent FR No. 0521119
Patent GB No. 0521119
Patent IT No. 0521119
Patent NL No. 0521119
Patent SE No. 0521119
Patent CH No. 0521119
Patent CH No. 684.738
Patent CH No. 0299919
Patent US No. 4.993.947
Patent JP No. 2555157
Patent CA No. 1307411
Patent CH No. 685.852
Patent CA No. 2.079.528
Patent JP No. 4-276875
Patent US No. 5295828
Patent AT No. 0538200
Patent BE No. 0538200
Patent DE No. 0538200
Patent ES No. 0538200
Patent FR No. 0538200
Patent GB No. 0538200
Patent IT No. 0538200
Patent NL No. 0538200
Patent SE No. 0538200
Patent CH No. 0538200
Simultaneously, the Company was assigned all the rights and obligations of
MEDITECNIC s.r.l. under the License Agreement signed and effective of February
19, 1997, between SYBRON DENTAL SPECIALTIES and MEDITECNIC s.r.l.
MEDITECNIC INC. is interested in the acquisition of the above mentioned patents
and to be
assigned all the rights and obligations of MEDITECNIC S.A. under the license
agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this agreement, the parties agree as follows:
1. MEDITECNIC S.A. transfers and assigns to MEDITECNIC INC.
A. The following patents
Patent CN No. 685.862
Patent JP No. 4-502426
Patent CA No. 2.078.325
Patent AT No. 0521119
Patent BE No. 0521119
Patent DE No. 0521119
Patent ES No. 0521119
Patent FR No. 0521119
Patent GB No. 0521119
Patent IT No. 0521119
Patent NL No. 0521119
Patent SE No. 0521119
Patent CH No. 0521119
Patent CH No. 684.738
Patent CH No. 0299919
Patent US No. 4.993.947
Patent JP No. 4-276875
Patent JP No. 2555157
Patent CA No. 1307411
Patent CH No. 685.852
Patent CA No. 2.079.528
Patent US No. 5295828
Patent AT No. 0538200
Patent BE No. 0538200
Patent DE No. 0538200
Patent ES No. 0538200
Patent FR No. 0538200
Patent GB No. 0538200
Patent IT No. 0538200
Patent NL No. 0538200
Patent SE No. 0538200
Patent CH No. 0538200
B. All the rights and obligations under the license agreement
signed by
MEDITECNIC s.r.l and SYBRON DENTAL SPECIALTIES on February 19,
1997.
2. These acquisitions are effective on March 24, 1998.
3. The acquisition price is agreed at CHF 950,000, payable in two
installments:
CHF 75,000 on April 15, 1998
CHF 875,000 on July 15, 1998
4. The Company commits itself to pay off and settle all still
existing Meditec S.A.'s creditors. The Company will deduct the
half of the payed amount to the Meditec S.A.'s Creditors from
the amount due by itself to Meditecnic s.r.l.
5. This agreement shall be governed by and construed as having
made in and under
the laws of Nevada U.S.A., without regard to conflict of Laws.
IN WITNESS WHEREOF, the parties have signed this agreement to be effective as of
the date written above.
MEDITECNIC S.A.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director, President
By: /s/▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Director, Secretary
MEDITECNIC INC.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director, President
By: /s/▇▇▇▇ ▇▇▇▇▇▇-Tissot
Name: ▇▇▇▇ ▇▇▇▇▇▇-Tissot
Title:Director, Secretary
8
