Exhibit 10.3
CONSENT TO ASSIGNMENT
This Consent to Assignment is made as of March 16, 2001 by and among
Regent Court Technologies ("RCT"), a general partnership of which Xxxxxx X.
Xxxxxxxx ("Xxxxxxxx"), of Manakin-Sabot, Virgin; and Xxxxxxx X'Xxxxxxx, Xx.,
M.D. ("X'Xxxxxxx"), of Chesterfield, Missouri, are partners, Xxxxxxxx,
individually, X'Xxxxxxx individually, Star Tobacco & Pharmaceuticals, Inc., a
Virginia corporation ("STPI"), Star Scientific, Inc., a Delaware corporation
("SSI"), and Xxxxx and Xxxxxxxxxx Tobacco Corporation, a Delaware corporation
("B&W").
Reference as made to the Licensing Agreement dated January 5, 1998 for
certain intellectual property rights, including without limitation United States
and foreign patent applications relating to methods to cure tobacco so as to
substantially prevent the formation of one or more tobacco-specific
nitrosamines, and products containing such specially-cured tobacco, which
License Agreement was amended on August 3, 1998 ("the Basic License Agreement").
Unless otherwise defined herein, capitalized terms used but not defined herein
shall have the meaning given such terms in the Basic License Agreement.
Reference also is made to the Regent/B&W License Agreement dated August
15, 2000 ("Regent/B&W Agreement"), in which B&W was granted certain conditional
rights under the Basic License Agreement.
WHEREAS, pursuant to Section 2 of the Basic License Agreement, RCT granted
to STPI certain rights and licenses with respect to certain RCT Patent Rights
and Know-How.
WHEREAS, pursuant to amendment No. 2 of the Regent/B&W Agreement, the
provisions of the Basic License Agreement may not be amended or modified without
the prior written consent of B&W.
WHEREAS, STPI wishes to assign any and all of its rights under the Basic
License Agreement to SSI.
NOW, THEREFORE, the parties hereto agree as follows:
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1. Each of RCT, O'Donnell, Williams, STPI, and B&W hereby accepts the
assignment by STPI to SSI of all of STPI's rights and obligations under the
Basic License Agreement.
2. From and after the date of this Agreement, STPI shall relinquish its
rights and be released from its obligations under the Basic License Agreement.
It is understood, however, that STPI may be hereafter granted rights by SSI
under the Basic License Agreement as an Affiliated Sublicensee of SSI.
3. Each of RCT, O'Donnell, Williams, STPI, and B&W agrees that STPI shall
have no further obligation or liability with respect to RCT, SSI or any third
party arising out of the Patent Rights and Know-How or otherwise in connection
with the Basic License Agreement.
4. Each of RTC, SSI and STPI hereby affirms that notwithstanding the
assignment of license rights from STPI to SSI and the execution of a new license
between RCT and SSI there will be no effect on the rights granted to Xxxxx &
Xxxxxxxxxx Tobacco Corporation under the Regent Court/B&W License Agreement
dated August 15, 2000.
5. RCT acknowledges receipt of a copy of the Restated Master Agreement
dated April 25, 2001 and the related agreements (as therein defined). RCT
acknowledges that it is a Star Affiliate as that term is defined in the Restated
Master Agreement, and agrees to be bound by all the terms and provisions of the
Restated Master Agreement and Related Agreements which are applicable to Star
Affiliates.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to
Assignment to be executed as of the date first above.
REGENT COURT TECHNOLOGIES
By: /s/ Xxxxxxx X. X'Xxxxxxx
--------------------------------------
Xxxxxxx X. X'Xxxxxxx, General Partner
By: /s/ Xxxxxxx X. X'Xxxxxxx, Xx.
--------------------------------------
XXXXXXX X. X'XXXXXXX, XX.
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/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
XXXXXX X. XXXXXXXX
STAR TOBACCO & PHARMACEUTICALS, INC.
By: /s/ Xxxx X. Xxxx, III
--------------------------------------
Xxxx X. Xxxx, III, President
STAR SCIENTIFIC, INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx, Chairman, President
and Chief Operating Officer
XXXXX AND XXXXXXXXXX TOBACCO
CORPORATION
By: /s/
--------------------------------------
Its Executive Vice President
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