EXCLUSIVE LICENSE AGREEMENT
THIS
LICENSE AGREEMENT is made and entered into as of this ___ day of July, 2007
(“Effective Date”), by and between Alphagenics Xxxxx Biotechnologies S.r.l.,
whose corporate office is located at Xxxxxxx 00xx 000.0, Xxxxxxxxx 00000
Xxxxxxx, Xxxxx ("Licensor") and GRANT LIFE SCIENCES, INC., a Nevada corporation
with its principal place of business at 0000 Xxxxxxxx Xxxxxxxxx, 00xx
Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000 XXX (hereinafter referred to as "Licensee").
WHEREAS,
Licensor owns certain rights, title, and interest in and to the Licensed
Technology (as defined herein), and
WHEREAS,
Licensee desires to obtain a license from Licensor to develop, manufacture,
distribute and sell products based on the Licensed Technology and Licensor
desires to grant such license, on the terms and subject to the conditions
contained herein.
NOW,
THEREFORE, in consideration of the mutual covenants and premises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:
ARTICLE
1. DEFINITIONS
The
following terms as used herein shall have the following meaning:
1.1 “Affiliate”
shall mean any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with
a
Person. For purposes of a corporation, company, partnership, or other legal
entity, “control” means ownership either directly or indirectly of at least
fifty percent (51%) of the outstanding voting equity of such entity and for
purposes of individuals, Affiliates would include an individual’s spouse and
minor children.
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1.2
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"Agreement"
or "License Agreement" shall mean this
Agreement.
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1.3
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“Authorized
Uses” shall mean the use of the Licensed Technology to develop,
manufacture, market, distribute and sell the Licensed Products in
accordance with this Agreement.
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1.4
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"Exclusive
Licensed Territory" shall be exclusive
for sales in the United States, Taiwan, Hong Kong, and
China.
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1.5
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“Licensed
Products” shall mean products or services, the development, manufacture,
use or sale of which would require the use of Licensed
Technology.
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1.6
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“Licensed
Technology” shall mean the
following:
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(a)
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the
AlphaWatch HPV typing test (screening);
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(b)
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AlphaType
I HPV typing tests;
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(c)
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AlphaType
II HPV typing tests;
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(d)
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IP
or CE xxxx; and
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(e)
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all
trade secrets and know-how with respect to the
foregoing.
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“Net
Sales” means the amounts invoiced by Licensee and its Affiliates for the
sale of Licensed Products to customers and distributors, less qualifying
costs directly attributable to such sale and actually identified
on the
invoice. Such qualifying costs shall be limited to the
following:
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(a)
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Customary
trade, quantity, cash and prompt payment discounts to wholesalers
and
distributors;
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(b)
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Credits
or refunds, not exceeding the original invoice amount, for claims,
rejections and returns made by customers or
distributors;
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(c)
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Actual
outbound transportation costs and transportation insurance
premiums;
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(d)
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Any
taxes or other governmental charges levied on the production, sale,
transportation, delivery, or use of any Licensed Material or Licensed
Products, paid by or on behalf of Licensee, any Affiliate of Licensee,
or
a Sublicensee;
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(e)
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Bad
debts and any cost of collection; and
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(f)
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Costs
incurred by Licensee for providing samples of Licensed Products to
customers in reasonable and customary
amounts.
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In
any
transfers of Licensed Products between Licensee and its Affiliate, Net Sales
shall be calculated based on the final sale of the Licensed Products to an
unrelated third party. In the event that Licensee or an Affiliate of the
Licensee receives non-cash consideration for any Licensed Products, Net Sales
shall be calculated based on the fair market value of such consideration, as
reasonably determined by the Licensee.
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1.8
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"Non-Exclusive
Licensed Territory" shall be non-exclusive
for sales in the entire world, other than sales in the Exclusive
Licensed
Territory.
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1.9
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"Person”
means an individual or corporation, partnership, trust, incorporated
or
unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof)
or
other entity of any kind.
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1.10
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“Sublicensee”
means and Person granted a license by Licensee for Authorized Uses
of the
Licensed Technology.
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ARTICLE
2. GRANT OF LICENSE
2.1 License.
Subject
to the terms hereof, Licensor hereby grants to Licensee an exclusive license
to
the Licensed Technology, within the Exclusive Licensed Territory and a
non-exclusive license to the Licensed Technology, within the Non-Exclusive
Licensed Territory, including the right to grant sublicenses thereto, for
Authorized Uses.
In
order to ensure that Licensee can use the license for the Authorized Uses,
Licensor shall supply the Licensee with know-how, standard operating procedures,
any and all constructs, any and all clones, any and all recombinant proteins,
any and all antibodies, any and all equipment, reagents and other such materials
as required to utilize the Licensed Technology for the Authorized
Uses.
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2.2 Exclusivity.
(a) Except
as
otherwise provided in this Article 2, during the term hereof, Licensor shall
not, directly or indirectly, (i) sell or distribute any Licensed Products in
the
Exclusive Licensed Territory other than to or through Licensee, or (ii) use
or
grant any other license for the use of the Licensed Technology in the Exclusive
Licensed Territory in connection with any Authorized Uses; provided,
however,
that
nothing contained herein shall prevent Licensor or its Affiliates or any of
their other distributors or licensees from (A) manufacturing, selling or
distributing in the Exclusive Licensed Territory goods of all types and
descriptions other than Licensed Products or (B) manufacturing, selling or
distributing Licensed Products in the Non-Exclusive Licensed
Territory.
(b) All
products, other than Licensed Products, manufactured and/or sold by Licensee
shall be distinguished from Licensed Products, and Licensee shall avoid
confusing similarity between such other products and Licensed Products. In
furtherance of the foregoing, Licensee shall not manufacture and/or sell any
products (other than Licensed Products) that are equivalent or higher quality
than Licensed Products or are otherwise directly competitive in the marketplace
with Licensed Products.
2.3 Sublicensing.
Licensee will have the exclusive right to grant sublicenses of the Licensed
Technology with respect to the Authorized Uses, consistent with the terms and
conditions of this Agreement provided that as between Licensor and Licensee,
Licensee will be responsible for the enforcement of such terms and conditions.
Except as Licensor may in its discretion otherwise agree in writing, any
sublicense granted by Licensee under this Agreement will provide for termination
upon termination of this Agreement. Licensee will provide to Licensor notice
of
all intended sublicense agreements and
provide copies of all such sublicense agreements at least ten (10) days in
advance of final signature, for consent of Licensor, such consent not to be
unreasonably withheld and to be acted on in an expeditious manner.
ARTICLE
3. OPERATIONS UNDER THE LICENSE
3.1 Licensee
shall use its commercially reasonable best efforts throughout the term of this
Agreement to promote the sale, marketing and distribution of the Licensed
Products, and to manufacture, supply, and market the Licensed Products in the
Exclusive Licensed Territory. Except as expressly set forth in this Agreement,
Licensee will be solely responsible for the manufacturing, selling, marketing
and distribution of the Licensed Products.
3.2 In
addition to any other Authorized Uses hereunder, Licensee shall have the right,
at its own expense, to develop the licensed technology into specific tests
for
HPV types 6, 11, 16 and 18 and Licensor hereby agrees to provide reasonable
efforts to assist Licensee in such Authorized Uses of the Licensed Technology
and in obtaining XX xxxxx for the newly developed Licensed
Products.
3.3 Licensee
shall have the right, at its own expense, to apply for additional patents
relating to the Licensed Technology, which shall be owned by Licensor, but
included within the grant of the license for Authorized Uses hereunder. Licensor
shall use its best efforts to cooperate with Licensee in obtaining any such
patent.
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ARTICLE
4. CONSIDERATION FOR LICENSE
For
the
(i)the AlphaWatch HPV typing test (screening); (ii) AlphaType I HPV typing
tests, and the (iii) AlphaType II HPV typing tests; total compensation for
Licesnor for each test will be fifteen thousand ($15,000) plus a royalty on
Net
Sales.
4.1 License
Fee.
Licensee hereby agrees to pay Licensor a twenty thousand ($20,000) dollars
fee
in connection with the use of each of the following Licensed Technology: (i)
the
AlphaWatch HPV typing test (screening); (ii) AlphaType I HPV typing tests,
and
the (iii) AlphaType II HPV typing tests, for an aggregate fee of sixty thousand
($60,000) dollars (the “Licensing Fee”). Such Licensing Fee shall be paid to the
Licensor in accordance with the following schedule:
(a) $20,000
upon execution of this Agreement;
(b) $6,666,.67
upon the completion of the validation of the primers for each of the foregoing
Licensed Technology, for an aggregate of up to $20,000; and
(c) $6,666.67
upon Licensee obtaining a CE for each of its products relating to the foregoing
Licensed Technology, for an aggregate of up to $20,000.
4.2 Royalty
On Net Sales.
As
further consideration for the grant of rights hereunder, Licensee will pay
Licensor the greater of either (i) a royalty fee equal to four percent (4%)
of
Net Sales of Licensed Products in accordance with Article 5, or (ii) a minimum
annual royalty for each Licensed Product of $20,000.00 per annum, once product
sales have begun.
ARTICLE
5. REPORTS AND PAYMENTS
5.1 Written
Reports.
Licensee shall provide Licensor with written reports and payments of all
royalties earned by Licensor in accordance with Section 4.3, within thirty
(30)
days of the end of each calendar quarter for the term of this Agreement. The
report being provided shall set forth:
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(a)
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for
each Licensed Product, the Net Sales during the period covered by
such
report; and
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(b)
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calculations
supporting the payments due to
Licensor.
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Concurrent
with the issuance of each report, Licensee shall pay Licensor the amounts due
for the quarter covered by such report. The delivery of the reports to the
Licensor shall be required even if no royalties were earned or due.
5.2 Payments.
All
monies to be paid by Licensee hereunder shall be paid in U.S. Dollars, by wire
transfer of immediately available funds. To the extent that Net Sales received
by Licensee in any calendar quarter are received in currencies other than U.S.
Dollars, for purposes of calculating the royalties due hereunder, such Net
Sales
shall be converted to U.S. Dollars at the exchange rate existing between the
U.S. Dollar and the relevant currency on the last day of such calendar quarter,
as such rate is determined by the Chase Manhattan Bank of New York. Payments
required under this Agreement shall, if overdue, bear interest until payment
at
a per annum rate two percent (2%) above the prime rate in effect as published
in
the Wall
Street Journal
on the
due date. The payment of such interest shall not foreclose Licensor from
exercising any other rights it may have because any payment is
late.
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ARTICLE
6. CONFIDENTIALITY
6.1 Licensee
Obligations.
Licensee shall keep the Licensed Technology confidential, except to the extent
information needs to be disclosed for the Authorized Uses.
6.2 Licensor
Obligations.
Licensor shall not without the express written consent of Licensee, for any
reason or at any time either during or subsequent to the term of this Agreement,
disclose to third parties other than to their financial and legal advisors
information about the sales, profits and business affairs of Licensee they
receive access to in connection with this Agreement.
ARTICLE
7. LIMITED WARRANTY, MERCHANTABILITY AND EXCLUSION OF
WARRANTIES
Licensor
makes no representation whatsoever with regard to the scope or commercial
potential or profitability or income of or from the Licensed Technology or
that
such Licensed Technology may be exploited by Licensee or its Affiliates without
infringing any rights of any other party. Licensor makes no covenant to defend
any infringement charge by a third party of Licensed Technology. Licensor does
not warrant that the Licensed Technology will meet Licensee’s or any of
Licensee’s customer’s specific requirements. Licensee warrants that it possesses
the necessary expertise and skill to make, and has made, its own evaluation
of
the capabilities, safety, utility, and commercial application of the Licensed
Technology.
ARTICLE
8. INDEMNIFICATION
8.1 Licensee’s
Identification.
Licensee agrees to indemnify and hold harmless Licensor and their Affiliates
from and against any claims by a third Person arising out of or relating to
any
misrepresentation, breach of warranty or non-fulfillment of any agreement on
the
part of Licensee under the terms of this Agreement and from any claims by a
third Person relating to the Licensed Products; provided, however that Licensee
shall not be required to indemnify Licensor where damages are solely caused
by
the fault of the Licensed Technology or the fault or negligence of the
Licensor.
8.2 Licensor’s
Identification.
Licensor agrees to indemnify and hold harmless Licensee and its Affiliates
and
their officers, directors, agents, employees or consultants, from and against
any claims by a third Person arising out of or relating to any
misrepresentation, breach of warranty or non-fulfillment of any agreement on
the
part of Licensee under the terms of this Agreement and from any claims by a
third Person relating to the Licensed Technology; provided, however that
Licensor shall not be required to indemnify Licensee where damages are solely
caused by the fault of the Licensed Products or the fault or negligence of
the
Licensee.
8.3 Indemnification
Procedures.
The
following provisions shall apply to any Person seeking indemnification pursuant
to this Article 9 (an "Indemnified Party") from or against the assertion of
any
claim referred to in Section 9 (a "Covered Claim").
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(a)
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The
Indemnified Party shall give prompt notice of the Covered Claim to
Cantor
(the Indemnifying Party); provided,
however,
that failure to give prompt notice will not relieve the Indemnifying
Party
of any liability hereunder (except to the extent the Indemnifying
Party
has suffered actual material prejudice by such
failure).
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(b)
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Within
10 Business Days of receipt of notice from the Indemnified Party
pursuant
to this Section 9.3, the Indemnifying Party will have the right,
exercisable by written notice to the Indemnified Party, to assume
the
defense of a Covered Claim. If the Indemnifying Party assumes such
defense, the Indemnifying Party may select counsel, which counsel
will be
reasonably acceptable to the Indemnified
Party.
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(c)
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If
the Indemnifying Party:
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(i) does
not
assume the defense of any Covered Claim in accordance with this Section 9.3;
or
(ii) having
so
assumed such defense, unreasonably fails to defend against such Covered
Claim;
then,
upon fifteen Business Days written notice to the Indemnifying Party, the
Indemnified Party may assume the defense of such Covered Claim with counsel
chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified
Party, and the cost of such defense (including such counsel's reasonable fees
and expenses) shall be paid by the Indemnifying Party.
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(d)
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The
party controlling the defense of a Covered Claim will have the right
to
consent to the entry of judgment with respect to, or otherwise settle,
such Covered Claim with the prior written consent of the other party,
which consent will not be unreasonably withheld or delayed; provided,
however,
that such other party may withhold its consent if any such judgment
or
settlement imposes a monetary or continuing non-monetary obligation
on the
Indemnified Party, or does not include an unconditional release of
the
Indemnified Party and its affiliates from all elements of the Covered
Claim.
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(e)
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The
Indemnifying Party and the Indemnified Party will cooperate, and
cause
their respective affiliates to cooperate, in the defense or prosecution
of
any Covered Claim. The Indemnifying Party or the Indemnified Party,
as the
case may be, will have the right to participate, at its own expense,
in
the defense or settlement of any Covered
Claim.
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9.4 Insurance.
Licensee agrees to maintain such product liability and other insurance as is
customary in its industry.
ARTICLE
10. REPRESENTATIONS
AND WARRANTIES
7.1 Mutual
Representations and Warranties.
Each
party represents and warrants to the other that it has the full right, power
and
authority to enter into this Agreement and to perform all of its obligations
hereunder, this Agreement has been duly executed and delivered by such party
and
constitutes a valid and binding obligation of such party in accordance with
its
terms, and the execution by such party of this Agreement and the performance
of
its obligations hereunder will not violate or result in a breach of or default
under any contract, agreement, instrument, judgment, decree, order, ruling
or
statute or regulation to which such party is presently a party or by which
it or
its properties may be is subject.
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7.2 Licensor
Rights.
Licensor represents and warrants to Licensee that (i) Licensor owns all right,
title and interest in and to the Licensed Technology, free and clear of all
liens, claims and encumbrances, (ii) Licensor has full legal right, power and
authority to execute and deliver this Agreement, and perform all of the
transactions contemplated hereby, without conflict with, or infringement on,
the
rights of any third party, and (iii) there are no actions pending or, to the
best of its knowledge, threatened with respect to the use of the Licensed
Technology in the manner contemplated hereunder.
ARTICLE
10. TERM AND TERMINATION
10.1 Term.
Unless
otherwise extended in writing by mutual agreement of Licensor and Licensee,
this
Agreement will remain valid and in force for a term of twenty (20) years from
the date hereof.
10.2 Voluntary
Termination by Licensee.
Licensee shall have the right to terminate this Agreement at any time, upon
ninety (90) days prior written notice, without cause and for any reason. If
Licensee terminates this Agreement under this provision, Licensor will not
be
under any obligation to return any portion of the consideration paid by Licensee
to Licensor.
10.3 Voluntary
Termination by Licensor.
If
Licensee should at any time default or commit any breach of any covenant or
any
obligation of this Agreement which could have a material adverse effect, and
should fail to remedy any default or breach within ninety (90) days of
Licensee’s receipt of written notice, Licensor may, at its sole option,
terminate this Agreement by notice in writing to the Licensee. Upon termination,
Licensee shall remain responsible for all obligations contained in this
Agreement, including without limiting the generality of the foregoing,
reasonable attorney fees and other costs or expenses incurred by Licensor as
a
result of Licensee’s breach and/or default.
10.4 Termination
in Event of Insolvency.
If
Licensee: (a) liquidates and ceases to carry on its business, (b) becomes
“insolvent” (as such term is defined in the United States Bankruptcy Code, as
amended from time to time), or (c) voluntarily seeks, consents to or acquiesces
in the benefits of any bankruptcy or similar debtor-relief laws, then Licensor
may terminate this Agreement without prejudice to any other remedy to which
Licensor may be entitled at law or in equity or elsewhere under this Agreement,
by giving written notice of termination to Licensee.
10.5 Effect
of Termination.
(a) Upon
termination of the Agreement Licensee shall cease all uses of the Licensed
Technology. If this Agreement is terminated for any reason whatsoever, Licensee
shall return, or at Licensor 's direction destroy, all plans, drawings, papers,
notes, writings and other documents, samples, organisms, biological materials
and models pertaining to the Licensed Technology, retaining no copies, and
shall
refrain from using or publishing any portion thereof. Upon termination of this
Agreement, Licensee shall cease manufacturing, processing, producing, using,
or
selling Licensed Products; provided, however, that Licensee may continue to
sell
in the ordinary course of business for a period of six (6) months reasonable
quantities of Licensed Products that are fully manufactured and in Licensee
's
normal inventory at the date of termination if (a) all monetary obligations
of
Licensee to Licensor have been satisfied, and (b) royalties on such sales are
paid to Licensor pursuant to Article 4 herein. However, nothing herein shall
be
construed to release either party of any obligation that matured prior to the
effective date of such termination.
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(b) Upon
such
termination or expiration the parties hereto shall jointly immediately cause
physical inventories to be taken of (a) Licensed Products of Licensee on hand
(including Licensed Products in the process of manufacture on hand and for
which
orders have been placed that cannot be canceled without penalty. Such
inventories shall be reduced to writing and copies thereof shall be delivered
to
and signed by each party.
10.6 Survival.
The
provisions of Articles 6, 7 and 8 of this Agreement shall remain in full force
and effect notwithstanding the termination of this Agreement.
ARTICLE
11. ADDITIONAL PATENTS
At
Licensee’s expense, Licensee shall have the right to apply for additional
patents with the cooperation of the Licensor. Such patents shall be owned by
the
Licensor; provided that Licensor licenses them to Licensee in accordance with
the terms hereof.
ARTICLE
12. ASSIGNMENT
This
Agreement shall be binding upon and shall inure to the benefit of the legal
representatives and assigns of Licensor and Licensee, provided, however, that
any assignment of this Agreement by Licensee to a third party (other than in
connection with the transfer of the entire business of Licensee) may be made
only upon prior written consent of Licensor, which consent may not be
unreasonably withheld by Licensor.
ARTICLE
13. MISCELLANEOUS
13.1 Legal
Compliance.
Licensee shall comply with all laws and regulations relating to its manufacture,
processing, producing, use, selling, or distributing of Licensed Products.
Licensee shall not take any action that would cause Licensor or Licensee to
violate any laws and regulations.
13.2 Independent
Contractor.
The
relationship between Licensee and Licensor shall be that of an independent
contractor only. Neither Party shall be the agent of the other Party nor shall
have authority to act for or on behalf of the other in any matter. Persons
retained by a Party as employees or agents shall not by reason thereof be deemed
to be employees or agents of the other Party.
123.3 Use
of
Names.
The
Parties and their Affiliates shall obtain the prior written approval of the
other Parties (and their Affiliates, as applicable) prior to making use of
their
names for any commercial purpose, except as required by law. As an exception
to
the foregoing, both Licensee and Licensor shall have the right to publicize
the
existence of this Agreement; however, neither Licensee nor Licensor shall
disclose the terms and conditions of this Agreement without the other party's
consent, except as set forth in Article 6 or as required by law.
13.4 Place
of Execution.
This
Agreement and any subsequent modifications or amendments hereto shall be deemed
to have been executed in the State of Utah.
13.5 Governing
Law; Venue.
This
Agreement and all amendments, modifications, alterations, or supplements hereto,
and the rights of the parties hereunder, shall be construed under and governed
by the laws of the State of Utah and the United States of America. Any dispute
between Licensor and Licensee shall be determined solely and exclusively by
a
court of competent jurisdiction in the State of Utah. The prevailing party
in
any litigated dispute shall be entitled to reimbursement of its attorney’s fees
and costs.
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13.6 Entire
Agreement.
This
Agreement constitutes the entire agreement between Licensor and Licensee with
respect to the subject matter hereof and shall not be modified, amended or
terminated except as herein provided or except by another agreement in writing
executed by the parties hereto.
13.7 Severability.
All
rights and restrictions contained herein may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable. If any
provision or portion of any provision of this Agreement not essential to the
commercial purpose of this Agreement shall be held to be illegal, invalid or
unenforceable by a court of competent jurisdiction, it is the intention of
the
parties that the remaining provisions or portions thereof shall constitute
their
agreement with respect to the subject matter hereof, and all such remaining
provisions or portions thereof shall remain in full force and effect. To the
extent legally permissible, any illegal, invalid or unenforceable provision
of
this Agreement shall be replaced by a valid provision that will implement the
commercial purpose of the illegal, invalid or unenforceable provision. In the
event that any provision essential to the commercial purpose of this Agreement
is held to be illegal, invalid or unenforceable and cannot be replaced by a
valid provision that will implement the commercial purpose of this Agreement,
this Agreement and the rights granted herein shall terminate.
13.8 Force
Majeure.
Any
delays in, or failure of, performance of any party to this Agreement shall
not
constitute default hereunder, or give rise to any claim for damages, if and
to
the extent caused by occurrences beyond the control of the party affected,
including, but not limited to, acts of God, strikes or other work stoppages;
civil disturbances, fires, floods, explosions, riots, war, rebellion, sabotage,
acts of governmental authority or failure of governmental authority to issue
licenses or approvals that may be required.
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ARTICLE
14. NOTICES
All
notices and other communications shall be hand delivered, sent by private
overnight mail service, or sent by registered or certified U.S. mail, postage
prepaid, return receipt requested, and addressed to the party to receive such
notice or other communication at the address given below, or such other address
as may hereafter be designated by notice in writing:
If
to
Licensee:
Hun
Xxx
Xxx
Chief
Executive Officer
0000
Xxxxxxxx Xxxxxxxxx
00xx
Xxxxx
Xxx
Xxxxxxx, XX 00000
With
a
copy to:
Xxxxxxx
Xxxxxxxxx, Esq.
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
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__________________________________
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__________________________________
__________________________________
__________________________________
__________________________________
Such
notices or other communications shall be effective upon receipt by an employee,
agent or representative of the receiving party authorized to receive notices
or
other communications sent or delivered in the manner set forth
above.
[REMAINDER
OF PAGE INTENTIONALLY OMITTED]
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IN
WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be signed
by their duly authorized representatives, under seal, as of the day and year
indicated above.
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LICENSOR:
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Alphagenics
Xxxxx Biotechnologies S.r.l
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By:
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/s/ Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
CEO
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LICENSEE:
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By:
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/s/ Hun-Xxx Xxx
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Name:
Hun-Xxx Xxx
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Title:
President
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