January 28, 1997
Xx. Xxxxxxx X. Xxxxxxx, CEO
Kurchatov Research Holdings, Ltd.
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxx:
During the last year, Eurotech, Ltd. ("Eurotech") and Kurchatov Research
Holdings, Ltd. ("KRH") have enjoyed a close and productive relationship wherein
Eurotech has agreed to fund the commercialization of certain proven but as yet
uncommercialized technologies developed in the former Soviet Union by scientists
and researchers at the Institute for General and Nuclear Physics of Kurchatov
Research Centre, other Institutes associated therewith, and the Euro-Asian
Physical Society (the "Scientists"). At all times, Eurotech has verbally advised
KRH that it would share equally all net profits derived from the
commercialization, sale or licensing of any technologies developed by the
Scientists or supplied by the Scientists to Eurotech or any products based
thereon (such technologies and products being herein referred to as the
"Technologies" and the "Products"). This letter formally recognizes and reduces
to writing such understanding.
Eurotech hereby agrees that it shall pay to KRH a sum equal to fifty
percent (50%) of the net profits ("net profits" being defined as revenues less
operating costs and reserves for taxes) derived from the sale, license or
commercialization of any and all Technologies or Products based upon
technologies developed by the Scientists and transferred to Eurotech or supplied
by the Scientists to Eurotech. KRH shall be entitled to an accounting, at such
reasonable times, in such reasonable manner and provided that it shall have
provided Eurotech with reasonable advance written notice of its intention to
undertake such accounting, for all net profits generated from such
commercialization of any Technologies or Products (Eurotech shall have the right
to assess and test any Technology or Product prior to agreeing to commercialize
same and shall be entitled to accept for commercialization or reject any such
Technology or Product as it, in its sole discretion, sees fit). The Scientists
have agreed to execute a license or such other form of agreement as may be
appropriate under the circumstance to vest in Eurotech the rights herein
described and to effectuate the intent of the agreement between the parties.
Please signify your agreement with the terms hereof by countersigning this
letter agreement in the space provided for such purpose below and by returning
the originally executed copy hereof to Eurotech your earliest convenience.
Very truly yours,
EUROTECH, LTD.
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxx X. Xxxxxx, Xx., President
AGREED TO AND ACCEPTED
this 28th day of January 1997, by
KURCHATOV RESEARCH HOLDINGS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Chief Executive Officer
