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November 19, 1997
Xx. Xxxxx Xxxxxxxxx
President
Starplex Scientific
00 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxxxxxx, XXXXXX X0X 0X0
Re: Agreement between Starplex Scientific ("Starplex") and
Infectech, Inc. ("Infectech")
Dear Xx. Xxxxxxxxx:
Thank you for your letter of October 20, 1997 to Xx. Xxxxxx Xxxxx.
Infectech is very excited about its collaborative effort with Starplex
to develop, market, manufacture and sell a transport/isolator device.
This letter agreement ("Agreement") will set forth our mutual
understanding regarding the development and, potentially, manufacturing
and sale of a transport/isolator device for (i) identifying
microorganisms and (ii) determining the antibiotic sensitivity of
microorganisms to antimicrobial agents (the "Device"). The Device is
covered by United States Patent Application Serial No. 08/936,924 filed
September 25, 1997 (hereinafter "Infectech Technology").
It is contemplated that the project will have two phases. Phase I will
be a study by Starplex (at its own expense) to determine the product's
effectiveness and market acceptability. It is agreed that this study
will be completed by June 30, 1998. The completion date can be
extended by Infectech.
If at the end of the study period, Starplex decides not to go forward
with the project, the Infectech Disclosure Agreement which was signed
on May 12, 1997, will still be in force and Starplex will receive no
rights under the Infectech Technology or any other technology currently
or in the future owned by Infectech.
If Starplex decides to go forward with the project, Phase II of the
project will commence. For Phase II, Starplex agrees to an exclusive,
worldwide license to make, have made, use and sell the Device covered
by Infectech Technology. A definitive license agreement will be
entered into between the parties which will include the following
terms:
1. Starplex agrees to purchase all of its coated slides for the Device
from Erie Scientific.
2. Starplex agrees to pay Infectech a royalty of 10% of its net sales
(gross sales minus returns for full credit) of the Device.
3. Because this is an exclusive worldwide license, Starplex agrees to
the following schedule of minimum royalties subject to review before
signing a definative licensing agreement and commencing on Phase II:
Agreement Year Minimum Royalty
1 $100,000
2 250,000
3 and thereafter 500,000
4. Infectech will grant Starplex an exclusive license to any
Improvements on the Device. Improvements" are defined as any
modification of the Device that is covered by the claims of the
Infectech Technology.
5. The exclusive license will have a term that expires on the last to
expire patent issuing on the Infectech Technology, on a country-by-
country basis.
6. Infectech will be responsible for all patent costs and patent
enforcement.
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If you agree to the above, please sign and date both copies of this
letter and return one to me, keeping one for your records.
Sincerely,
Xxxxxxxx X. Xxxxxx, M.D.
CEO and President
Accepted and Agreed to
this ________ day of _________________, 1997
Xxxxx Xxxxxxxxx
President
