Exhibit 10.152
LICENSE AGREEMENT
This License Agreement (hereinafter "Agreement"), effective as
of the date of the last signature below (the "Effective Date"), is by and
between Bio-Rad Laboratories, Inc., having an address at 0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000, Bio-Rad Pasteur, having an address at 0
Xxxxxxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxx-xx-Xxxxxxxx Xxxxxx (collectively,
"Licensor") and Calypte Biomedical Corporation, having an address at 0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx, 00000 ("Calypte") (each a
"Party" and collectively, the "Parties")
WHEREAS, Licensor has the right to grant a license under the
Licensed Patents, as defined below;
WHEREAS, Licensor is willing to grant to Calypte and Calypte
desires to obtain from Licensor a limited, non-exclusive license under the
Licensed Patents;
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS.
For the purpose of this Agreement, the terms set forth
hereinafter shall be defined as follows:
1.1 Affiliate
"Affiliate" shall mean, with respect to an entity, any
corporation or other business entity controlled by, controlling or under common
control with such entity. For purposes of this Paragraph 1.1, "control" shall
mean, with respect to an entity, direct or indirect beneficial ownership of more
than fifty percent (50%) of the voting stock or equity.
1.2 Licensed Patents
"Licensed Patents" shall mean those patents listed in Appendix
A and all divisions, continuations, continuations-in-part, and reissues of those
patents and all corresponding foreign counterparts to those patents.
1.3 Licensed Products
"Licensed Product(s)" shall mean Urine-based immunoassays and
serum, plasma, oral fluid or whole Blood-based Immunoassays (i) which have a
composition containing an HIV-2 antigen, (ii) which are manufactured, used or
sold by Calypte or its Affiliate and are capable of detecting HIV 1/2 antibodies
and/or antigen only on Calypte's Point of Care Rapid Test platform (as defined
in Paragraph 1.5) and (iii) which, in the absence of this Agreement, would
infringe one or more Valid Patent Claims.
1.4 "Unit of Licensed Product(s)" shall mean that part of a
Licensed Product that is required to test a single sample.
1.5 Calypte's Point of Care Rapid Test Platform
Calypte's Point of Care Rapid Test Platform shall mean a
lateral flow immuno-assay developed, manufactured by or for Calypte or an
Affiliate of Calypte for the rapid, point-of-care detection of antibodies or
antigen to HIV-2 including any improvements or modifications that may be made
to such lateral flow, rapid test.
1.6 Point of Care
"Point of Care" shall mean both professional and
over-the-counter point of care.
1.7 Territory
"Territory" shall mean worldwide.
1.8 Third Party
"Third Party" shall mean any party other than Licensor and
Calypte or their respective Affiliates.
1.9 Net Sales
"Net Sales" shall mean the gross amount invoiced by Calypte or
its Affiliate from the sale of a Licensed Product to a Third Party in any
country within the Territory, less the following actually incurred by Calypte as
a result of such amounts invoiced: (1) shipping costs, insurance costs, custom
duties, sales tax,VAT and rebates and returns (not to exceed 4% of total annual
Unit volume of Licensed Products sold by Calypte). Samples of Licensed Product
provided to end users free of charge shall also be excluded in determining Net
Sales (total of such items not to exceed 2% of total annual Unit volume of
Licensed Products sold by Calypte).
If a Licensed Product is sold in the form of a combination
product containing one or more assays that are not Licensed Products under this
Agreement, Net Sales for such combination product shall be calculated by
multiplying actual Net Sales of such combination product by the fraction
A/(A+B), where A is the list price in the relevant country of the Licensed
Product if sold separately and B is the total list price in the relevant country
of any other assays in the combination if sold separately. If, on a
country-by-country basis, the Licensed Product and other assays contained in a
combination product are not sold separately in such country, the Net Sales of
such combination product shall be determined by multiplying the Net Sales of
such combination product by the fraction A/(A+B), where A is the number of
Licensed Products in the combination product and B is the number of other assays
in the combination product that are not Licensed Products. The total of A+B
shall not exceed two (2).
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1.10 Valid Patent Claim
"Valid Patent Claim" shall mean a claim of an unexpired
Licensed Patent that has not been revoked, or held to be unenforceable or
invalid by a decision of a court or other government agency, unappealable or
unappealed within the time allowed for appeal.
2. GRANTS
Licensor grants to Calypte a royalty-bearing non-exclusive license
(without the right to grant sublicenses), under the Licensed Patents, to make,
have made by its Affiliates only, use, import, export, offer to sell, and sell
and have sold the Licensed Products in the Territory under Calypte's brand name.
In addition, Licensor grants to Calypte a royalty-bearing non-exclusive license
(without the right to grant sublicenses), under the Licensed Patents, to have
the Licensed Products made by Pacific Biotech Co., LTD, 00 Xxx 0 Xxxx, Xxxxx
Xxxxxxxxxxx, Xxxxxxxx, which shall be deemed an Affiliate for the purpose of
this Agreement. Except as explicitly provided herein, Calypte does not have the
right to have the Licensed Products made by a Third Party, without the prior
written consent of Bio-Rad.
3. FEES AND ROYALTIES, RECORDS AND REPORTS
3.1 Within thirty (30) days of the Effective Date of this Agreement,
Calypte shall pay to Licensor a license fee of $300,000. This license fee shall
be non-refundable and not creditable toward royalties.
3.2 Within six (6) months from the Effective Date of this Agreement,
Calypte shall pay an additional fee of $700,000 to Licensor. This fee shall be
non-refundable and not creditable toward royalties.
3.3
(a) Calypte shall pay to Licensor royalties on Net
Sales of Urine-based Licensed Products sold in the United
States, Japan and Canada, the greater of 15% of Net Sales of
Licensed Products or $0.30 per Unit of Licensed Product.
(b) Calypte shall pay to Licensor royalties on Net
Sales of Urine-based Licensed Products sold in any country in
the rest of the world, the greater of 10% of Net Sales of
Licensed Products or $0.15 per Unit of Licensed Product.
3.4
(a) Calypte shall pay to Licensor royalties on Net
Sales of serum, plasma oral fluid or whole blood-based
Licensed Products sold in the United States, Japan and Europe
(as defined in Appendix B), the greater of 15% of Net Sales or
$0.50 per Unit of Licensed Product.
(b) Calypte shall pay to Licensor royalties on Net
Sales of serum, plasma oral fluid or whole blood-based
Licensed Products sold in any country in the rest of the
world, the greater of 12% of Net Sales or $0.25 per Unit of
Licensed Product.
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3.5
Notwithstanding any contrary provision that may be contained in the
present License Agreement, Calypte agrees to pay the royalties set forth in
Paragraph 3.3 and 3.4 on all Net Sales of Licensed Products sold before and
after the Effective Date of this Agreement in every country within the
Territory, regardless of the country of manufacture of Licensed Products.
3.6 All Royalty payments under this Agreement shall be paid on a
quarterly basis, within sixty (60) days after March 31st, June 30th, September
30th and December 31st of each year. The first royalty payment shall include
payment of royalties due (if any) on Net Sales of Licensed Products prior to the
Effective Date. All payments shall be made in U.S. dollars. If Net Sales are
invoiced in a currency other than U.S. dollars, then such Net Sales and
Calypte's royalty obligations based on such Net Sales shall be expressed in U.S.
dollars converted on the basis of the average daily New York foreign exchange
rate for the thirty (30) day period ending on the payment date, as quoted in The
Wall Street Journal.
3.7 Calypte shall keep, and shall require its Affiliates (including
Pacific Biotech Co.) to keep, full, true, and accurate books of account in
accordance with generally accepted accounting principles as applied in the
United States, containing all particulars necessary to show the amounts due and
payable to Licensor under this Agreement. Such books and the supporting data
shall be open during normal business hours upon reasonable advance notice, at
mutually agreed upon times, for three (3) years following the end of the
calendar year to which they pertain (and access shall not be denied thereafter,
if reasonably available), to the inspection of an independent certified public
accountant retained by Licensor. If in dispute, such records shall be kept until
the dispute is settled. Inspection shall be at Licensor's expense, unless the
inspector concludes that the amount payable that is stated in a report is
understated by five percent (5%) or more, in which case Licensor's reasonable
expenses incurred in connection with the inspection shall be paid by Calypte.
The Parties agree that any certified public accountant inspecting Calypte's
books pursuant to this Paragraph 3.7 shall retain as confidential all
information, including information about Calypte's finances and customers gained
as a result of that inspection, with the exception that the accountant shall be
free to communicate information to Licensor with respect to (i) whether or not
Calypte is in compliance with the terms of this Agreement, (ii) the results of
the audit including financial information but not customer information,
information relating to the accuracy of reports and payments made, and (iii) if
in the accountant's professional opinion Calypte is not complying or has not
complied with the terms of the Agreement, the underlying facts and information
relevant to said non-compliance. Such accountant shall be required to execute an
agreement with Calypte agreeing to the confidentiality provisions set forth in
this Paragraph 3.7. Information disclosed to Licensor as a result of an
inspection shall be subject to the confidentiality provisions set forth in
Paragraph 4.
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3.8 Calypte shall within sixty (60) days after March 31st, June 30th,
September 30th and December Calypte shall within sixty (60) days after March
31st, June 30th, September 30th and December 3lst of each year of this
Agreement, deliver to Licensor a true and accurate written accounting report for
each calendar quarter. Each report, which must be acceptable to Licensor, shall
in particular set forth, per Licensed Products and on a country-by-country
basis, (i) the Net Sales, (ii) all deductions from Net Sales made by Calypte
pursuant to Paragraph 1.9, (iii) the royalties payable by Calypte to Licensor
pursuant to Paragraph 3, (iv) the quantity of Licensed Products sold, (v) the
name of Licensed Products sold, (vi) the Licensed Products catalog codes, (vii)
the quantity of Units of Licensed Products corresponding to each Licensed
Products catalog code and, upon Licensor's written request (viii) the quantity
of samples of Licensed Products provided to end users by Calypte.
3.9 Simultaneously with the delivery of each royalty report, Calypte
shall pay to Licensor or to Licensor's designee, if designated in writing, the
monies then due under this Agreement for the period covered by the report. Each
report shall be made and sent by the due date to the following addressees or any
other address that Licensor may provide in writing:
Bio-Rad Laboratories, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
and
Bio-Rad Pasteur
0 Xxxxxxxxx Xxxxxxx Xxxxxxxx
00000 Xxxxxx-xx-Xxxxxxxx, Xxxxxx
Attention: Manager, Legal Affairs
Each payment shall be made and sent by the due date to the following
Bank Account (or to any other bank account, designee or address that Licensor
may advise in writing):
Bank One, N.A.
Chicago, Illinois
ABA 000000000
For credit to Bio-Rad Laboratories, Inc.
Account # 58-86988
3.10 If Calypte shall fail to pay any amount owing under this Agreement
by the due date, the amount owed shall bear interest at the Bank of America, San
Francisco, California, USA lending rate ("prime rate") plus three (3) percent
from the due date until paid.
3.11 Failure of Calypte to pay any amount specified under this
Agreement within thirty (30) days after the due date will give Licensor the
right to terminate this Agreement thirty (30) days after notice to Calypte of
the failure to pay which failure has not been cured within the latter thirty-day
period.
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3.12 Calypte's obligation to pay royalties under this Section 3 shall
exist until the expiration of the last to expire of the Licensed Patents.
3.13 In the event that any taxes, withholding or otherwise, are levied
by any taxing authority in connection with accrual or payment of any royalties
payable to Licensor under this Agreement, Calypte shall have the right to pay
such taxes to the local tax authorities on behalf of Licensor and the payment to
Licensor of the net amount due, after reduction by the amount of such taxes,
shall fully satisfy Calypte's royalty obligations under this Agreement, provided
that appropriate documentation of such tax payment, including evidence of
payment and receipt or any other appropriate documentation, is provided to
Licensor.
4. CONFIDENTIALITY
4.1 The Parties shall maintain the confidentiality of the terms of this
Agreement and shall not disclose the terms to any Third Party without the prior
written consent of the other Parties. In addition, Licensor shall maintain the
confidentiality of any information disclosed to Licensor as a result of any
inspection conducted under Paragraph 3.6 and shall use such information solely
in connection with this Agreement. The confidentiality obligations in this
Paragraph 4 shall not apply where disclosure is required under applicable law or
regulation (including applicable securities laws or regulations), in which case
the affected Party shall notify the other Parties in writing in advance of such
disclosure and, upon request, shall cooperate in seeking confidential treatment
of the disclosed information. The Parties agree that the obligation of
confidentiality shall also not apply if:
(a) the information is at the material time in the public
domain through no fault of the receiving Party;
(b) the information is required by law to be communicated to a
person who is authorized by law to receive it;
(c) the information is required to be provided to a stock
exchange, regulatory body or government agency;
(d) disclosure of the information is necessarily made to a
court, or to an arbitrator or administrative tribunal or to legal counsel in the
course of proceedings provided that, in the case of any arbitration proceedings,
Licensor or Calypte, as the case may be, first obtains from each and every party
to those proceedings an undertaking, enforceable by Licensor or Calypte, as the
case may be, that each party will similarly not divulge or communicate, without
Licensor or Calypte, as the case may be, written consent, any information
referred to in this clause;
(e) the information is required to be disclosed to any
government agency whether in connection with the granting of any license or
otherwise, but such disclosure is to be made only with the consent of the Party
not disclosing the information; or
(f) the disclosure is made to effect registration of this
Agreement with a Patent Office or other Industrial Property Authority.
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4.2 All press releases relating to this Agreement shall require the
prior approval of authorized representatives of Licensor and Calypte, which
approval shall not be unreasonably withheld or delayed. The Parties acknowledge
that it is their intention to agree upon an appropriate press release regarding
the signing of this Agreement.
5. COMPLIANCE AND QUALITY
5.1 In the exercise of any and all rights and in performance hereunder,
it shall be the duty of Calypte to comply fully with all applicable laws,
regulations and ordinances and to obtain and keep in effect any licenses,
permits and other governmental approvals (federal, state or local) necessary or
appropriate to carry on Calypte's activities hereunder.
5.2 Licensor does not approve or endorse Licensed Products sold by
Calypte in any way or for any purpose. Quality and quality control according to
standards and requirements that may exist in the marketplace from time to time,
are the sole responsibility of Calypte.
6. ASSIGNMENT
This Agreement may not be assigned by Calypte, by operation of
law, merger, change in ownership or control, including acquisition of the assets
or change in ownership or control of the stock of Calypte, without the prior
written consent of Licensor. The term "change in ownership or control" shall
have the meaning set forth in Section 8.6.
7. WARRANTY, NEGATION OF WARRANTIES AND INDEMNITY
7.1 Licensor warrants that it has the right to enter into this
Agreement and grant the license granted to Calypte herein.
7.2 Nothing in this Agreement shall be construed as: (a) a warranty or
representation by Licensor as to the validity or scope of any Licensed Patent;
(b) a warranty or representation that the practice under the Licensed Patents is
or will be free from infringement of patents of Third Parties; (c) an authority
or obligation to sublicense or to xxx Third Parties for infringement; (d) except
as expressly set forth herein, conferring the right to use in advertising,
publicity or otherwise, in any form, the name of, or any trademark or trade name
of Licensor; (e) conferring by implication, estoppel or otherwise any license,
immunity or right under any patent owned by or licensed to Licensor other than
the Licensed Patents, regardless of whether such patent is dominant or
subordinate to the Licensed Patents; (f) an obligation to furnish any know-how;
or (g) creating any agency, partnership, joint venture or similar relationship
between Licensor and Calypte.
7.3 Licensor makes no express or implied warranties of merchantability
or fitness for a particular purpose. Licensor shall not be liable for any
consequential damages or lost profits of Calypte.
7.4 Calypte shall assume full responsibility for its operation under
the Licensed Patents and shall defend, indemnify and hold Licensor harmless from
and against all liability, demands, damages, expenses (including reasonable
attorneys' fee) and losses for death, personal injury, illness, property damage
or any other injury or damage, including any damages or expenses arising in
connection with state or federal regulatory action, arising from the
manufacture, use or sale of Licensed Products.
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7.5 BioRad shall indemnify and hold Calypte, its directors, officers,
agents or employees, or any of its Affiliates or their directors, officers,
agents or employees (each, a "CALYPTE PARTY") harmless from any and all
liability, damage, loss, cost or expense (including, without limitation,
reasonable attorneys' fees and expenses) resulting from any claims or suits
brought against a Calypte Party by a Third Party arising as a direct result of
(i) Bio-Rad's breach of any of the representations or warranties made by BioRad
in this Agreement, or (ii) any Third Party claim arising from Bio-Rad's breach
of any of such representations or warranties.
7.6 WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF EACH PARTY ABOVE,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE.
8. TERM AND TERMINATION
8.1 This Agreement, unless sooner terminated in accordance with its
terms, shall continue until the expiration of the last-to-expire of the Licensed
Patents.
8.2 This Agreement shall terminate upon a holding of invalidity or
unenforceability of all Licensed Patents by a final court decision from which no
appeal is or can be taken.
8.3 This Agreement may be terminated by Calypte by giving written
notice to Licensor. The termination shall be effective six (6) months after the
notice. If the Agreement is terminated by Calypte, Calypte shall cease
manufacturing and selling Licensed Products as of the effective date of the
termination.
8.4 The unappealable decision of a court or administrative body finding
Licensor liable or culpable due to Calypte's manufacture or sale of Licensed
Products covered by this Agreement shall give Licensor the right to terminate
this Agreement immediately upon notice, unless Calypte obtains a complete
release of Licensor and fully indemnifies Licensor for such liability.
8.5 This Agreement shall terminate upon (i) an adjudication of either
Party as bankrupt or insolvent, or admission in writing of its inability to pay
its obligations as they mature; (ii) an assignment of this Agreement by either
Party for the benefit of creditors; (iii) the appointment of, or either Party
applying for or consenting to the appointment of, a receiver, trustee or similar
officer for a substantial part of its property; (iv) the institution of or any
act of either Party instituting any bankruptcy, insolvency arrangement, or
similar proceeding; or (v) the issuance or levy of any judgment, writ, warrant
of attachment or execution or similar process against a substantial part of the
property of either Party. The Party causing such termination under this Section
8.5 may apply for reinstatement of this Agreement if either of conditions (iii)
or (v) is removed within ninety (90) days.
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8.6 Unless prior consent is given by Licensor, Licensor may terminate
this Agreement immediately on notice upon any change in the ownership or control
of Calypte or of its assets. For such purposes, a "change in ownership or
control" shall mean that 50% or more of the voting stock of Calypte becomes
subject to the ownership or control of a person or entity, or any related group
of persons or entities acting in concert, which person(s) or entity(ies) did not
own or control such portion of voting stock on the Effective Date hereof.
Licensor shall have the same right to terminate upon any transfer of 50% or more
of the assets of Calypte.
8.7 Upon any breach of or default of a material term under this
Agreement by Calypte (except for a payment default covered under Paragraph
3.11), Licensor may terminate this Agreement upon sixty (60) days after receipt
of written notice. Licensor will withdraw such notice if, during the notice
period, Calypte fully cures such breach or default.
8.8 Upon expiration or termination of this Agreement, all rights
granted to Calypte shall revert to or be retained by Licensor.
8.9 Notwithstanding the above, if Licensor terminates this Agreement
for any reason other than an uncured payment default by Calypte, Calypte shall
have the right to dispose of its existing inventory of Licensed Products and to
complete all outstanding orders for Licensed Products for a period of up to six
(6) months after the effective date of termination; provided that Calypte
fulfills its obligations to report and pay royalties on such Licensed Products
in accordance with this Agreement.
8.10 Effect of Expiration or Termination
(a) Upon termination of this Agreement, Licensor shall have
the right to retain any sums already paid by Calypte hereunder, and Calypte
shall pay all sums accrued hereunder which are then due.
(b) Paragraphs 3.7, 3.8, 3.9, 3.10, 4, 7.2, 7.4, 7.5, 7.6,
8.8, 8.9, 10.1 and 10.2 shall survive any termination or expiration of the
Agreement.
9. COUNTERPARTS
This Agreement may be signed in any number of counterparts,
all of which taken together and when delivered shall constitute one and the same
instrument. Any one of the Parties may enter into this Agreement by signing any
such counterpart.
10. GENERAL
10.1 This Agreement constitutes the entire agreement between the
Parties as to the subject matter hereof, and supercedes all prior negotiations,
representations, agreements and understandings. This Agreement may be modified
or amended only by a writing executed by authorized representatives of each of
the Parties.
10.2 Any notice required or permitted to be given by this Agreement
shall be given by postpaid, first class, registered or certified mail, or by
courier, properly addressed to the other party at the respective address set
forth herein or another address that may be provided by written notice of either
Party to the other Party:
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If to Licensor:
Bio-Rad Laboratories, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
and
Bio-Rad Pasteur
0 Xxxxxxxxx Xxxxxxx Xxxxxxxx
00000 Xxxxx-xx-Xxxxxxxx Xxxxxx
Attention: Manager, Legal Affairs
If to Licensee:
Calypte Biomedical Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Executive Vice President
10.3 Force Majeure
If the performance of any part of this Agreement by any Party,
or of any obligation under this Agreement (with the exception of payment of
royalties), is prevented, by reason of acts of God, fire, earthquakes, acts of
war, civil unrest or other similar cause beyond the control of the Party liable
to perform, unless conclusive evidence to the contrary is provided, the Party so
affected shall, upon giving written notice to the other Party, be excused from
such performance provided that the affected Party shall use reasonable efforts
to avoid or remove such causes of non-performance and shall continue performance
with the utmost dispatch whenever such causes are removed. When such
circumstances arise, the Parties shall discuss what, if any, modification of the
terms of this Agreement may be required in order to arrive at an equitable
solution.
11. GOVERNING LAW AND VENUE.
11.1 This Agreement shall be construed and enforced in accordance with
the laws of the State of California, USA without giving effect to its conflicts
of law principles. The Parties agree that the exclusive jurisdiction and venue
for any dispute or controversy arising from this Agreement shall be the courts
in California, USA.
11.2 If any provision of this Agreement is held or discovered to be
illegal, invalid or unenforceable in any jurisdiction, all other provisions of
this Agreement shall be deemed valid and enforceable to the full extent
possible.
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IN WITNESS WHEREOF, Licensor and Calypte have executed this
Agreement as of the date of the last signature below.
BlO-RAD PASTEUR CALYPTE BIOMEDICAL CORPORATION
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------- -------------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
------------------------------- ---------------------------------
Title: CEO Title: Executive Vice President and Chief
Financial Officer
Date: September 7, 2004
------------------
Date: August 23, 2004
For Consent Only:
BlO-RAD LABORATORIES, INC. INSTITUT PASTEUR
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ X. Xxxxxxxx
----------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: X. Xxxxxxxx
------------
Title: Vice President and General Counsel Title: EVP Business Development
--------------------------------
Date: 9/28/04 Date: Feb. 17, 2004
------------------------------- --------------------------------
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LICENSE AGREEMENT
APPENDIX A
LICENSED PATENTS
HIV-2 (Foundational)
EP 0239 425
EP 0 320 495
EP 284 383
EP 283 327
US 4,839,288
US 5,030,718
US 5,055,391
US 5,066,782
US 5,268,265
US 5,364,933
US 5,051,496
US 5,770,703
US 5,830,641
US 5,079,342
US 6,048,685
US 6,162,439
US 6,261,762
US 6,265,149
US 6,322,964
US 5,306,614
US 5,580,739
US 6,518,015
Appendix A-1
LICENSE AGREEMENT
APPENDIX B
Countries comprising Europe:
Andorra Macedonia
Austria Malta
Belarus Moldova
Belgium Monaco
Bosnia and Herzegovina Netherlands
Bulgaria Norway
Croatia Poland
Czech Republic Portugal
Denmark Romania
Estonia Russia
Finland San Marino
France Slovakia
Germany Slovenia
Greece Spain
Hungary Sweden
Iceland Switzerland
Ireland Turkey
Italy Ukraine
Latvia United Kingdom
Liechtenstein
Lithuania Vatican City
Luxembourg Yugoslavia (Serbia and Montenegro)
