EXHIBIT 10.5
Acquisition Contract for the CARTIS Patent and CARTIS Trademark
This agreement is between
▇▇▇▇▇ ▇▇▇▇▇▇▇, representing himself, born on January 11, 1944 in Lyon (France),
of French nationality, residing at Old Moke Road, ▇▇▇▇ Village, Island of
Mauritius
Herein after named ▇▇▇▇▇ ▇▇▇▇▇▇▇
And
The company CARTIS International, Ltd. with it's office at the Jamalacs
building, Vieux Conseil Avenue, Port-Louis, Island of Mauritius, represented by
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Herein after named Cartis International, Ltd.
It has been established that:
On October 15, 1998 a contract between ▇▇▇▇▇ ▇▇▇▇▇▇▇, acting on his own behalf,
and Cartis International, Ltd., represented by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with power of
attorney in this matter, was signed. The objective of this contract was the
termination of the exclusive rights to the CARTIS trademark. In accordance with
the terms of article 11 of the fore mentioned contract, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cartis
International Ltd. have unanimously decided on February 9, 2000 to render the
contract of October 15, 1998 null and void. This cancellation act constitutes
the annex 1 of this agreement.
On October 15, 1998 a contract between ▇▇▇▇▇ ▇▇▇▇▇▇▇, acting on his own behalf,
and CEFCA, represented by it's General Manager ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with power of
attorney in this matter, was signed. The objective of this contract was the
termination of the patent assignment and the transfer of technology. This
contract referred to the patent applications No: 0934/97 case 1 and No: 2242/97
case 2 , filed with the Swiss Institute of Industrial Property under the PCT
act, number 98/00610 case 1 and case 2 by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, claiming a
technology of active carbon and silver for the bactericidal treatment of fluids.
In accordance with the terms of article 11 of the above-mentioned contract,
▇▇▇▇▇ ▇▇▇▇▇▇▇ and CEFCA have decided by agreement signed on February 19, 2000 to
definitely and irrevocably cancel the contract of October 15, 1998. This
contract constitutes annex 2 of this agreement.
Having established this, it has been agreed as follows:
1. ▇▇▇▇▇ ▇▇▇▇▇▇▇, acting on his own behalf and being the owner of the patent
applications No: 0934/97 case 1 and No: 2242/97 case 2 filed with the Swiss
Institute of Industrial Property under the PCT act, number 98/00610 case 1 and
case 2 by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, claiming a technology of active carbon and silver
for the bactericidal treatment of fluids.
The patent applications as well as its extensions constitute annex 3 of this
agreement.
2. ▇▇▇▇▇ ▇▇▇▇▇▇▇ is the exclusive owner of the CARTIS trademark, registered
under the trademark application:
Reference A ▇▇ ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇ for the trademark "CARTIS" and A ▇▇
▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇ for the trademark "CARTIS PWS" filed for the Island
of Mauritius with the Ministry of Commerce and Industry
Reference No: 98/12NL dated March 20, 1998 with the National Institute
for Industrial Property (INPI) in France.
The trademark application constitutes annex 4 of this agreement.
3. Being the sole owner of the patents and the trademark as listed and described
herein, ▇▇▇▇▇ ▇▇▇▇▇▇▇ has decided to transfer to Cartis, Inc. the ownership of
the patents and the trademark. This transfer has taken place in conjunction with
a reorganization and valuation of Cartis, Inc.
4. Cartis Inc. is therefore owner to the direct and indirect rights of the
above-mentioned patent. The indirect rights herein referred to include all
improvements, modifications and extensions of the patent. In addition, all new
patents deriving directly or indirectly from the invention described in the
above-mentioned patent are equally part of this agreement.
5. Cartis Inc. hereby becomes the owner of the CARTIS trademark and all rights
derived thereof.
6. From this day on, Cartis Inc. is committed to take over all existing and
future costs in connection with the protection and extension of the above
mentioned patent. Cartis Inc. also commits to pay any and all costs in order to
protect the patents and their extensions. Moreover, Cartis undertakes to use all
means to ensure protection of the aforementioned patents.
7. Cartis Inc. commits to communicate to ▇▇▇▇▇ ▇▇▇▇▇▇▇ all information
pertaining to the improvements or extensions of the Patent.
8. For all improvements, extensions or new patent applications, Cartis Inc.
agrees that only the name ▇▇▇▇▇ ▇▇▇▇▇▇▇ be mentioned, except in case of
different instructions given directly by ▇▇. ▇▇▇▇▇▇▇ and accepted by Cartis,
Inc.
9. Cartis Inc. commits to pay all fees in connection with the protection of the
CARTIS trademark from this day on.
10. In exchange for the rights and ownership provided by ▇▇. ▇▇▇▇▇▇▇, he will
collect compensation as outlined in the subsequent paragraphs.
11. Cartis, Inc. hereby commits to pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇ a royalty of 5% on sales
before tax, pertaining to the exploitation of the aforementioned patents and
all, their extensions.
12. The terms and conditions of the royalty payment are defined in the
subsequent paragraphs. Cartis Inc. commits to keep precise accounting of sales
derived from the exploitations of the patents and all their extensions. Such
accounting will be given to ▇▇. ▇▇▇▇▇▇▇ at the end of each calendar quarter,
without special request on his part, or within 8 days of a written request.
The royalty is assessed on the pre-tax sales underlying the entirety of the
process to make the device as described in Article 1.
The royalty rate is 5% of sales as aforementioned described, with a price
revision as early as the second year of operations. The royalties will be paid
within 30 days following the end of each calendar month.
The calculation of royalties under this agreement will start at the end of the
first quarter in 2001, for the period starting January 1, 2001.
A recap will be addressed to ▇▇. ▇▇▇▇▇▇▇ with all details regarding quantity,
price etc.
In case of non-payment in time, the default rate will be the statutory rate.
After 2 months, the statutory rate will be increased by 2%.
13. The royalty is applicable until the patents expire, or when all extensions
or new patents derived from the original patent expire.
14. Any change to the current agreement has to be in writing.
15. Applicable law: Florida.
16. Cartis, inc. commits to register this agreement within 12 monts from the
signature of this agreement.
Palm Beach, February 19, 2000
CARTIS International, Ltd.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
