Exhibit 10.17
ADMINISTRATIVE SERVICES AGREEMENT
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THIS AGREEMENT, dated as of this 31st day of March, 1997 by
and between SAFEGUARD SCIENTIFICS, INC., a Pennsylvania
corporation ("Safeguard") and XL VISION, INC., a Delaware
corporation, ("XL Vision") and MICROVISION MEDICAL SYSTEMS, INC.,
a Delaware corporation, ("MicroVision").
WITNESSETH:
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WHEREAS, Safeguard and XL Vision are providing MicroVision
with certain administrative support services; and
WHEREAS, Safeguard, XL Vision and MicroVision have agreed to
enter into an Administrative Services Agreement to reflect the
parties' respective rights and obligations.
NOW, therefore, the parties hereto, in consideration of
their mutual covenants and intending to be legally bound, hereby
agree as follows:
1. Safeguard and XL Vision agrees to provide (either
directly or indirectly through its subsidiaries) to MicroVision
for the term specified herein administrative support services and
access to the broad management experience of the corporate
management staff of Safeguard and XL vision. Such services shall
be substantially those heretofore provided by Safeguard and XL
Vision to MicroVision, including without limitation, consultation
in regard to general management, investor relations, financial
management, human resources management, legal services, insurance
programs administration, audit administration, tax research and
planning, and preparation of federal and sate income tax returns.
Nothing herein shall be construed to require Safeguard or XL
Vision to provide any services under this Agreement which cannot
reasonably be provided by Safeguard and XL Vision's management
and corporate staff.
2. In consideration of the services to be rendered by
Safeguard and XL Vision under this Agreement, MicroVision shall
pay an annual fee ("Services Fee") of 1.5% of MicroVision's gross
revenues each year, with such Services Fee not to exceed $300,000
in any given year. This Services Fee is to be divided as
follows: Safeguard shall receive an annual fee ("Services Fee")
equal to .75 % of MicroVision's gross revenues each year, and XL
Vision shall receive an annual fee equal to .75 % of
MicroVision's gross revenues each year. The Services Fee shall be
payable in quarterly installments within 30 days of the
commencement of each quarter based on revenues from the preceding
quarter and shall be subject to adjustment on the basis of the
fiscal year audited financial statements of MicroVision;
provided, however, that the Service Fee will accrue until the
Company's cash flow is positive and payments
of the fee will then
be made as provided in this paragraph for such periods during
which the cash flow remains positive.
3. MicroVision recognizes that Safeguard and XL Vision
have heretofore provided, or have made arrangements for, certain
other services and benefits for MicroVision and have incurred
guarantees of certain obligations of MicroVision and that
Safeguard and XLVision may continue to provide, or make
arrangements for, certain of such services and benefits and may
incur guarantees of obligations of MicroVision. The foregoing
may involve, among other things, various types of insurance
programs; various legal, accounting and other matters requiring
outside professional services or in-house services by Safeguard
and XL Vision personnel (including but not limited to legal and
accounting services) which are not in the ordinary course; and
guarantees of obligations. To the extent Safeguard and XL Vision
continue to incur obligations for MicroVision at MicroVision's
request in connection with such services and benefits,
MicroVision shall pay to Safeguard, XL Vision or to the provider
of such services, in addition to the fee provided in Paragraph 2
of the Agreement, the actual and identifiable costs of such
services and benefits, or in those cases where actual costs
cannot be identified, MicroVision's proportionate share of such
benefits and services, and the sums necessary to discharge, repay
or to otherwise compensate Safeguard and XL Vision for any
obligations incurred by Safeguard or XL Vision in connection
therewith. Safeguard and XL Vision shall submit to MicroVision a
monthly statement of all such sums due in accordance with the
provisions of this Paragraph and each such statement shall be
paid by MicroVision within 30 days after the delivery of such
statement to MicroVision.
4. This Agreement shall be effective retroactive to
January 1, 1997 and shall extend through and include January 31,
2002 and shall automatically continue to be effective thereafter
on an annual basis, subject to termination on the final day of
any succeeding calendar year by delivery of written notice by
either party to the other party no less than 90 days prior to the
termination date.
5. Nothing herein shall be construed to relieve the
directors or officers of MicroVision from the performance of
their respective duties or limit the exercise of their powers in
accordance with the Certificate of Incorporation or By-Laws of
MicroVision, any applicable provisions of the Corporation Law of
the State of Delaware, or otherwise. The activities of
MicroVision shall at all times be subject to the control and
direction of its Board of Directors and Officers.
6. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
may not be amended or modified except by the written agreement of
the parties hereto.
7. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors.
Nothing in this Agreement, expressed or implied, is intended to
confer on any other person other than the parties hereto, or
their respective
successors, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
8. This Agreement and any rights or obligations pursuant
hereto shall not be assignable by either party without prior
written consent of the other party.
9. Nothing in this Agreement shall be deemed to constitute
the parties hereto joint venturers, partners or participants in
an unincorporated business or other separate entity.
IN WITNESS WHEREOF, Safeguard Scientifics Inc., XL Vision,
Inc. and MicroVision Medical Systems, Inc. have caused this
Agreement to be executed in their respective corporate names by
an officer thereunto duly authorized, all as of the date first
above written.
ATTEST: SAFEGUARD SCIENTIFICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Title:
ATTEST: XL VISION, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Asst. Secretary President and Chief Operating Officer
ATTEST: MICROVISION MEDICAL SYSTEMS, INC.
/s/ ▇▇▇▇▇ ▇'▇▇▇▇▇ By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chief Executive Officer
