Exhibit 2.3
Dated__________________________________ 2000
(1) CARDIOTECH INTERNATIONAL LIMITED
AND
(2) CARDIOTECH INTERNATIONAL INC
-----------------------------------------
PRODUCT DEVELOPMENT,
SUPPLY AND PURCHASE
AGREEMENT
RELATING TO THE
CARDIO PASS CORONARY ARTERY BYPASS GRAFT
-----------------------------------------
Aaron & Partners
Grosvenor Court
Foregate Street
Chester
CH1 1HG
Ref: SCH.EDW59.1
<PAGE>
CONTENTS
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Clause Heading Page
------ ------- ----
1 Definitions and Interpretation
2 Development Period
3 Development Period Costs
4 Conclusion of Development Period
5 Background
6 Foreground
7 Retained Rights
8 Sale of Product during Remaining Period
9 Exclusive Sale and Purchase
10 Conditions of Sale and Purchase
11 Manufacture and Delivery of Product
12 Price of Product
13 Force Majeure
14 Duration and Termination
15 Confidentiality
16 Miscellaneous
Schedules
1 Draft Product Specification
2 Patent and Intellectual Property Licence relating to CABG
3 Part I Definition - Rights
3 Part II Definition - CABG
3 Part III Definition - Reatined Rights
4 Terms of Sale
5 Technology Sale and Purchase Terms
<PAGE>
THIS AGREEMENT is made on 2000
BETWEEN:
(1) CARDIOTECH INTERNATIONAL LIMITED a company incorporated in England with
Company Number 3198267, whose registered office is at 5/7 Grosvenor Court,
Foregate Street, Chester, CH1 1HG ("CTL"); and
(2) CARDIOTECH INTERNATIONAL INC., a United States corporation incorporated
under the laws of the State of Massachusetts and having its principal place
of business at 78E Olympia Avenue, Woburn, Massachusetts, MA01801 ("CTI")
WHEREAS
(A) CTL is the exclusive licensee of the Rights (as defined) from the
registered proprietor Nervation Limited (Company No. 3961695)
("Nervation"), the parent company of CTL.
(B) CTL and CTI have agreed to collaborate in order to undertake research in
and the development of the Products (as defined)
(C) CTI and Nervation have entered into an agreement ("the Option Agreement")
contemporaneously with this Agreement that provides, inter alia, for the
subsequent development of the Products to completion of animal pre-clinical
trials in accordance with FDA protocol ("the Animal Trials")
(D) If the Animal Trials result in a Successful Completion (as defined in the
Option Agreement) then Nervation has an option to enter into a clinical
investigation and distribution agreement with CTI ("the Distribution
Agreement") which, inter alia, provides for the further development of the
Products to completion of human clinical trials to CE Marking ("the Human
Trials")
(E) If the Human Trials result in a Successful Completion (as defined in the
Distribution Agreement) then CTI will appoint Nervation as its exclusive
distributor for the resale of the Products in the Territory (as defined in
the Distribution Agreement) subject to the terms of the Distribution
Agreement
(F) The parties have agreed that if the research and development referred to
above is successful then CTL will sell the Products to CTI and CTI has
agreed to purchase all its requirements for the Products from CTL on the
terms set out below.
NOW IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
--------------------------------
1.1. In this Agreement the following expressions have the following
meanings unless the context otherwise requires:-
<TABLE>
<CAPTION>
<S> <C>
Expression Meaning
---------- -------
"Background" means in respect of each party the
Intellectual Property owned by or
otherwise in the possession of that
party relating to CABG at the date
of this Agreement;
"CABG" the coronary artery bypass graft
more particularly described in Part II
of Schedule 3;
"CE Mark" means the mark denoting
Conformite Europeene pursuant to
Medical Device Directive
93/42/EEC and "CE Marking" shall
be construed accordingly;
<PAGE>
"COGS" the cost of goods sold shall be direct
material costs direct labour costs and
an appropriate proportion of
manufacturing costs and attributable
overheads all as agreed between the
parties or in default of agreement as
certified by CTI's auditors for the
time being in accordance with
generally accepted accountancy
principles in the UK consistently
applied;
"Development Period" the period commencing on the date
of this Agreement until the
conclusion of the final stage in the
Development Plan;
"Development Plan" a detailed programme of research
and development in respect of the
Products for the purpose of CE
Marking of CABG as modified from
time to time;
"Dollars" and the sign $ the lawful currency of the United
States of America;
"Draft Product Specification" the specification for CABG set out
in Schedule 1;
"Finished Product Specification" a specification for CABG which will
replace the Draft Product
Specification and apply during the
Remaining Period or as
subsequently amended in writing by
the parties;
"Force Majeure" in relation to either party, any
circumstances beyond the
reasonable control of that party
(including, without limitation, any
strike lock-out or other industrial
action);
"Foreground" means all Intellectual Property
resulting from the Work;
"Improvements" means all improvements,
modifications and adaptations
relating solely and exclusively to the
Products including without
limitation that related to the
specification, design, manufacture
and use of the Products;
"Intellectual Property" means any patent, copyright,
registered or unregistered design,
trade mark, know-how or other
industrial or intellectual property
right whatsoever or howsoever
arising for the full term thereof and
all renewals and extensions thereof;
<PAGE>
"Licence" the licence agreement between CTL
and CTI in the form set out in
Schedule 2;
"Product" CABG manufactured under the
Rights in accordance with the
Specification;
"Quarter Day" the last day in a Quarter;
"Quarter" each successive period of 3 months,
the first of which will commence on
the date of this Agreement;
"Remaining Period" the period of this Agreement from
the day after the Development
Period ends until this Agreement is
terminated in accordance with
Clause 14 or Clause 4.2 (whichever
shall be applicable);
"Retained Rights" means the Intellectual Property set
out in Part III of Schedule 3;;
"Rights" the Intellectual Property more
particularly listed in Part I of
Schedule 3;
"Specification" the Draft Product Specification or
the Finished Product Specification if
one has been determined pursuant to
Clause 4.1;
"Technology" the equipment, hardware and
software used by CTL to
manufacture the Products;
"Work" means the work to be carried out
hereunder in relation to the
development of the Products in
accordance with the Development
Plan or otherwise;
"Year" each successive period of 12
months, the first of which will
commence on the date of this
Agreement.
</TABLE>
1.2. References to Clauses and Schedules are unless otherwise stated to
Clauses of and schedules to this Agreement.
1.3. The Schedules form part of this Agreement and have the same force and
effect as if expressly set out in the body of this Agreement.
1.4. Headings are for convenience only and will not affect the construction
of this Agreement.
1.5. Except where the context otherwise requires, references to:-
<PAGE>
(a) persons include bodies corporate, unincorporated associations and
partnerships;
(b) the masculine gender include the feminine and neuter and
references to the singular include the plural and vice versa; and
(c) a document are to that document as varied, supplemented or
replaced from time to time.
2. DEVELOPMENT PERIOD
-------------------
[ * ]
3. DEVELOPMENT PERIOD COSTS
--------------------------
[ * ]
4. CONCLUSION OF DEVELOPMENT PERIOD
-----------------------------------
[ * ]
5. BACKGROUND
----------
5.1. The Background shall remain the absolute unencumbered property of the
owner of such rights at the date of this Agreement. No party will make
any representation or do any act which may be taken to indicate that
it has any right title or interest in or to the ownership or use of
any of the Background of the other party except under the terms of
this Agreement, and each party acknowledges that nothing contained in
this Agreement shall give it any right, title or interest in or to the
Background of the other party save as granted hereby.
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
5.2. Each party hereby grants to the other party a non-exclusive, royalty
free licence for the duration of this Agreement to use and exploit the
grantor's Background for the purposes of performing the grantee's
Work. Each party agrees that it will not use the other party's
Background for any purpose other than the performance of its
obligations hereunder.
5.3. Each party shall inform the other of any infringement of any of the
Intellectual Property in the Background as soon as reasonably
practicable upon such infringement coming to its notice. The party
that is the owner of such Intellectual Property shall have the sole
conduct of any proceedings in relation to them.
6. FOREGROUND
----------
6.1. Each party shall ensure that the Work shall only be undertaken by
persons who are either employed by them under a contract of service or
are consultants under a consultancy contract which provides for the
assignment by such consultants of all Intellectual Property created by
them during the course of their duties owned to that party under such
consultancy contract.
6.2. All Foreground arising from Work carried out by any party shall belong
to CTL and CTI shall assign or procure the assignment of such
Foreground to CTL, and CTL shall grant CTI a royalty-free sole licence
for the duration of the Work to use such Foreground exclusively for
the continuing purposes of the Work.
6.3. Improvements arising from Work shall belong solely to CTL and CTI
shall assign and procure the assignment to CTL of such Improvements
unless they shall otherwise agree.
<PAGE>
7. RETAINED RIGHTS
----------------
[ * ]
8. SALE OF PRODUCT DURING REMAINING PERIOD
--------------------------------------------
[ * ]
9. EXCLUSIVE SALE AND PURCHASE
------------------------------
[ * ]
10. CONDITIONS OF SALE AND PURCHASE
-----------------------------------
10.1.All sales and purchases of the Product pursuant to this Agreement
will be subject to the terms of sale agreed by CTL and CTI set out in
Schedule 4, except to the extent that:
(a) any provision of those terms of purchase is inconsistent with any
provision of this Agreement, in which event the latter will
prevail; or
(b) CTL and CTI agree in writing to vary those terms of sale.
10.2.CTI hereby agrees not to make any modification to the Products without
the prior written consent of CTL such consent not to be unreasonably
withheld or delayed.
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
11. MANUFACTURE AND DELIVERY OF PRODUCT
---------------------------------------
11.1.CTL will use all reasonable endeavours to manufacture and maintain
sufficient stocks of the Product to fulfil its obligations under this
Agreement.
11.2.CTL will manufacture the Product in accordance with ISO9001 and the
Finished Product Specification and associated documentation agreed in
accordance with Clause 4.1.
11.3.CTL will upon reasonable notice permit CTI or any regulatory bodies
designated by CTI to perform at reasonable times an audit of the
quality systems used by CTL provided that no material disruption to
the business of CTL is thereby caused.
11.4.CTL will deliver each of CTI's orders for the Product by the date
following 60 days after the date of the order.
11.5.CTL will not be liable to CTI pursuant to Clause 11.4 or any other
part of this Agreement where such liability is as a result of any
failure by CTI to supply polymer material or polymer material of a
satisfactory quality or specification to CTL.
11.6.The Product will be sold and delivered f.o.b Brymbo, Wrexham, Wales
and accordingly CTI will arrange for suitable transport and insurance
therefor to Boston, USA or such other place as they may reasonably
request in writing and CTI will bear the costs of such transport and
insurance.
11.7.CTI will within 30 days of the arrival of each delivery of the
Product at CTI's premises or other location advised to CTL in
accordance with Clause 11.6, notify CTL in writing of any defect by
reason of which CTI alleges that the Product delivered is not in
accordance with the Finished Product Specification and which should be
apparent on reasonable inspection.
11.8.If CTI fails to give such a notice then except in respect of any
defect which is not one which should be apparent on reasonable
inspection, the Product will be conclusively presumed to be in all
respects in accordance with the Finished Product Specification.
11.9.If CTI rejects any delivery of the Product which is not in accordance
with the Finished Product Specification, CTL will at CTL's discretion,
if such rejection is accepted by CTL, within 60 days of being
requested to do so by CTI supply replacement Product or make such
modification to the delivered Product necessary to ensure the same is
in accordance with the Finished Product Specification.
<PAGE>
12. PRICE OF PRODUCT
------------------
[ * ]
13. FORCE MAJEURE
--------------
13.1.If either party is affected by Force Majeure it will promptly notify
the other party of the nature and extent of the circumstances in
question.
13.2.Notwithstanding any other provision of this Agreement, neither party
will be deemed to be in breach of this Agreement, or otherwise be
liable to the other, for any delay in performance or the
non-performance of any of its obligations under this Agreement, to the
extent that the delay or non-performance is due to any Force Majeure
of which it has notified the other party, and the time for performance
of that obligation will be extended accordingly.
14. DURATION AND TERMINATION
--------------------------
[ * ]
15. CONFIDENTIALITY
---------------
15.1. Subject to Clause 15.2 each party:
(a) shall treat as strictly confidential information obtained or
received by it as a result of entering into or performing its
obligations under this Agreement and relating to the negotiations
concerning, or the provisions or subject matter of, this
Agreement or the other party ('confidential information'); and
(b) shall not, except with the prior written consent of the other
party (which shall not be unreasonably withheld or delayed),
publish or otherwise disclose to any person any confidential
information
15.2. Clause 15.1 shall not apply if and to the extent that:
(a) such disclosure is required by law or by any securities exchange
or regulatory or governmental body having jurisdiction over it
and whether or not the requirement has the force of law;
(b) such disclosure is required for the purpose of routine ISO
compliance surveillance to L.R.Q.A. Ltd or pursuant to Clause
11.3
(c) the confidential information was lawfully in its possession prior
to its disclosure by the other party (as evidenced by written
records) and had not been obtained from that other party; or
(d) the confidential information has come into the public domain
other than through its fault or the fault of any person to whom
the confidential information has been disclosed
16. MISCELLANEOUS
-------------
16.1.This Agreement is personal to the parties, and neither of them may,
without the written consent of the other, assign, mortgage, charge or
dispose of any of its rights hereunder, or sub-contract or otherwise
delegate any of its obligations under this Agreement.
16.2.No failure to exercise nor any delay in exercising any right, power,
privilege or remedy under this Agreement shall in any way impair or
affect the exercise thereof or operate as a waiver thereof in whole or
in part.
16.3.Nothing in this Agreement will create, or be deemed to create, a
partnership between the parties.
16.4.This Agreement contains the entire agreement between the parties with
respect to its subject matter, supersedes all previous agreements and
understandings between the parties and may not be modified except by
an instrument in writing signed by the duly authorised representatives
of the parties.
<PAGE>
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
16.5.If any provision of this Agreement is held by any court or other
competent authority to be void or unenforceable in whole or part, the
other provisions of this Agreement and the remainder of the affected
provision will continue to be valid.
16.6.The parties consider that the restrictions contained in this clause
are separate obligations and are reasonable but if any such
restriction shall be found to be unenforceable but would be valid if
any part of it were deleted or if the period or area of application
reduced such restriction shall apply with such modification as may be
necessary to be valid and enforceable as agreed between the parties.
16.7.Any notice required or authorised by this Agreement to be given by
either party to the other must be in writing and be delivered by hand
or sent by first class pre-paid airmail post or facsimile transmission
to the other party at the address stated at the beginning of this
Agreement or any other address notified by the recipient of the
notice. Any notice will be deemed received:-
(a) if delivered by hand, when delivered;
(b) if sent by post, 7 days after posting; and
(c) if sent by facsimile transmission, when transmitted.
16.8.This Agreement will be governed by and construed in accordance with
English law and the parties submit to the non-exclusive jurisdiction
of the English courts.
IN WITNESS whereof this Agreement has been executed the day and year first
before written.
<PAGE>
SCHEDULE 1
DRAFT PRODUCT SPECIFICATION
[ * ]
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
SCHEDULE 2
PATENT & INTELLECTUAL PROPERTY LICENCE
RELATING TO
CABG
THIS AGREEMENT is made the day of 2000
BETWEEN :
(1) CARDIOTECH INTERNATIONAL LIMITED a company incorporated in England with
Company Number 3198267, whose registered office is at 5/7 Grosvenor Court,
Foregate Street, Chester, CH1 1HG ("Licensor"); and
(2) CARDIOTECH INTERNATIONAL INC., a United States corporation incorporated
under the laws of the State of Massachusetts and having its principal place
of business at 78E Olympia Avenue, Woburn, Massachusetts, MA01801
("Licensee")
WHEREAS
(A) The Licensor has developed and is the beneficial owner of the rights of
confidence in and has possession of the Technical Information relating to
the Product and is the beneficial owner of the Patents (each expression as
defined below).
(B) The Licensee wishes to receive and the Licensor is willing to grant a
licence on the terms and conditions of this Agreement to use the Technical
Information and to work under the Patents in order to manufacture, use,
sell or otherwise deal in the Product.
NOW IT IS AGREED as follows:
1. Definitions
In this Agreement the following terms shall have the following meanings unless
the context otherwise requires:
<TABLE>
<CAPTION>
<C> <S>
"CABG" the coronary artery bypass graft more particularly described
in Part II of Schedule 3 to the CABG Agreement;
"Copyright" all copyright and rights in the nature of copyright to which
either party may now be or may subsequently become entitled
in or in respect of all drawings and other documents,
recordings in any form and all other materials bearing or
embodying any part of the Technical Information including
without limitation any such materials consisting of or
containing software or databases
"Effective Date" the date hereof
"Field" coronary bypass surgery in humans;
"Improvements" any improvements, modifications or adaptations relating
solely and exclusively to the Products including without
limitation that related to the specification, design,
manufacture and use of the Product;
"Patents" (i) the patents and applications short particulars of which are
set out in Schedule A;
(ii) all patent applications that may hereafter be filed in the
Territory by or on behalf of the Licensor which either are
based on or claim priority from any of the foregoing patents
and applications or which are in respect of any Improvements
to which the Licensor is exclusively entitled and which the
Licensor is due to disclose to the Licensee under clause 4.1
below; and
(iii) all patents which may be granted pursuant to any of the
foregoing patent applications
<PAGE>
"Process" the process for the manufacture of CABG;
"Products" CABG;
"CABG Agreement" Product Development Supply and Purchase Agreement
relating to CABG made between CTL and CTI dated [ ] ;
"Technical Information" all identifiable know-how, experience, data and all other
technical or commercial information relating to the Products
whether in human or machine readable form and whether
stored electronically or otherwise and which might
reasonably be of commercial interest to either party in the
design manufacture or supply of the Products
"Territory" world-wide ;
</TABLE>
2. Grant of rights
2.1. The Licensor hereby grants to the Licensee an exclusive royalty-free
perpetual irrevocable licence to use the Technical Information and
Copyright in the Territory for all purposes in connection with the
manufacture, keep, use and sale of the Products for use in the Field.
2.2. The Licensor hereby agrees to grant to the Licensee an exclusive
licence under the Patents in the Territory to manufacture, keep, use
and sell Products for use in the Field.
2.3. The parties agree to execute a formal licence agreement substantially
as set out in Schedule B for the purposes of registering any patent
licences granted pursuant to clause 2.2 above.
2.4. The Licensor hereby undertakes to the Licensee that for the term of
this Agreement the Licensor will not enter into any agreement or to do
or omit to do any act or thing which would or might reasonably be
expected to prevent or materially alter the rights granted pursuant to
this Agreement.
3. Technical information
3.1. Within 10 days of the date of this Agreement or as soon as reasonably
practicable thereafter the Licensor will supply the Licensee with all
Technical Information in its possession.
3.2. The Licensor warrants that all Technical Information disclosed to the
Licensee hereunder is or will be, to the best of the Licensor's
knowledge and belief, accurate (provided always that the Licensor will
promptly correct any significant errors in the Technical Information
subsequently discovered by the Licensor or the Licensee which the
Licensee notifies in writing to the Licensor), but subject thereto and
without prejudice to the Licensor's obligations under clause 3.1 the
Licensor shall be under no further liability to the Licensee in
respect of the Technical Information or of the manufacture, use, sale
or other disposition of the Products.
3.3. The Licensee shall be exclusively responsible for the technical and
commercial operation of the Process and for correcting any errors or
incorporating any modifications or developments thereto that might be
necessary or desirable and for all Products sold or supplied by the
Licensee and accordingly the Licensee shall indemnify the Licensor in
respect of all costs damages and expenses incurred as a result of any
claims by third parties in tort or otherwise against the Licensor
arising in any way out of the use of any of the Technical Information
by the Licensee.
<PAGE>
4. Improvements
4.1. Each party shall forthwith disclose to the other in confidence and in
such detail as that other may reasonably require all Improvements in
the Process that it may develop or acquire ownership of during the
period from the Effective Date to the end of the term of this
Agreement except in so far as such disclosure would disclose
information derived from and subject to confidentiality obligations in
favour of a third party .
4.2. Improvements that the Licensor is due to disclose to the Licensee
under clause 4.1 above shall be deemed to be part of the Technical
Information for the purposes of the rights granted to the Licensee
under clause 2 hereof.
4.3. The Licensor shall have a non-exclusive irrevocable world-wide
royalty-free licence without limit of time with the right to assign
and to grant sub-licences thereunder to use all Improvements in the
Process the Licensee is due to disclose to the Licensor under clause
4.1 hereof and to use and exploit all intellectual property rights in
respect thereof owned by the Licensee or any assign or successor in
title of the Licensee.
4.4. Save as otherwise provided herein, Improvements arising from work
carried out by the Licensor alone shall remain the exclusive property
of the Licensor and Improvements arising from work carried out by the
Licensee alone shall remain the exclusive property of the Licensee.
4.5. Subject to clause 7.5 below, Improvements arising from work carried
out jointly shall belong to the parties equally unless they shall
otherwise agree. Each party shall have the irrevocable right to use
such joint Improvements independently of the other and to the extent
necessary for such use each shall grant to the other a royalty free
worldwide irrevocable perpetual non-exclusive licence under all
jointly held intellectual property rights relating thereto.
5. Confidentiality
5.1. Each party agrees to maintain secret and confidential all Technical
Information obtained from the other both pursuant to this Agreement
and prior to and in contemplation of it and all other information that
it may acquire from the other in the course of this Agreement, to use
the same exclusively for the purposes of this Agreement, and to
disclose the same only to those of its employees, contractors and
sub-licensees pursuant to this Agreement (if any) to whom and to the
extent that such disclosure is reasonably necessary for the purposes
of this Agreement.
5.2. The foregoing obligations of clause 5.1 above shall not apply to
Technical Information or other information which:
5.2.1. prior to receipt thereof from one party was in the possession
of the recipient party and at its free disposal;
5.2.2. is subsequently disclosed to the recipient party without any
obligations of confidence by a third party who has not derived it
directly or indirectly from the disclosing party;
5.2.3. is or becomes generally available to the public through no act
or default of the recipient party.
5.3. Notwithstanding the foregoing provisions the parties and any
sub-licensees pursuant to this Agreement shall be entitled to disclose
Technical Information of the other to actual or potential customers
and others with whom the Licensee does or intends to do business
relating to or concerning the Products in so far as such disclosure is
reasonably necessary to promote the sale or use of Products.
5.4. Each party shall procure that all its employees contractors and
sub-licensees pursuant to this Agreement (if any) who have access to
any information of the other to which the obligations of clause 5.1
apply shall be made aware of and subject to these obligations.
6. Performance
6.1. From the Effective Date and thereafter during the continuance of this
Agreement the Licensee shall:
6.1.1. ensure that all literature prepared by the Licensee and
relating to Products bears an acknowledgement to the effect that
they are subject to a licence from the Licensor, and attach to
all Products a label quoting relevant patent numbers and stating
that such Products are made under licence from the Licensor
<PAGE>
6.1.2. not act as agent of the Licensor and specifically not give any
indication that it is acting otherwise than as principal and in
advertising or selling Products not make any representation or
give any warranty on behalf of the Licensor.
6.2. The Licensee shall at its own expense register or procure the
registration of any licence agreement executed under clause 2.3 hereof
as soon as reasonably practical and shall notify the Licensor in
writing of the recordal of such registration at the appropriate patent
office.
7. Patents and other intellectual property
7.1. The Licensor shall at its own cost diligently prosecute to grant all
subsisting patent applications in the Territory within the Patents so
as to secure the broadest monopoly reasonably obtainable consistent
with avoiding serious prejudice to the validity of such granted
patents and shall maintain all patents in the Territory within the
Patents in force for the full terms thereof.
7.2. In the event of any infringement by a third party of any of the
Patents or the Copyright or the breach by a third party of the rights
of confidence in the Technical Information in the Field and in the
Territory on such a scale as to affect prejudicially the Licensee's
business in the Products to a substantial extent the Licensee may take
all legitimate steps to halt such infringement. Subject to receiving
advice from experienced Patent Counsel that infringement proceedings,
including any interlocutory proceedings where relevant, stand a
reasonable chance of success the Licensee may request the Licensor to
lend its name to such proceedings and provide reasonable assistance
and the Licensor will do so subject to the Licensee giving it an
indemnity in respect of all costs damages and expenses that it may
incur including any award damages may exceed that recoverable under
the next following provisions. Any damages recovered shall be dealt
with in a manner which shall be fair and reasonable as between the
Licensor and the Licensee.
7.3. To the best of the Licensor's knowledge and belief the exercise of the
rights granted or to be granted to the Licensee hereunder will not
result in the infringement of valid patents or other intellectual
property rights of third parties. Subject thereto the Licensor gives
no warranty in this respect and does not give the Licensee any
indemnity against costs damages expenses or royalties arising out of
proceedings brought against the Licensee or any customer of the
Licensee by any third party. Should the Licensee be sued for
infringement of any patents or other intellectual property rights of
the third party by reason of its operation of the Process or
manufacture use or sale of the Products the Licensor shall on request
assist the Licensee in its defence to such action to the extent that
in all the circumstances it is reasonable to do so but shall otherwise
be under no obligations in respect thereof. All costs of any such
action (including without prejudice to that generality all costs
incurred by the Licensor in providing assistance to the Licensee as
aforesaid) shall be borne by the Licensee to whom shall belong all
sums that may be recovered from the third party.
7.4. Where one party hereto has developed or acquired an Improvement to
which clause 4.1 above applies it shall not publish the same or do
anything that might prejudice the validity of any patent that might
subsequently be granted on it until the other party has had at least
15 working days from disclosure in writing of all information relating
to it to consider whether patent or other protection should be applied
for. The first party will on request notify the other whether it
intends to seek any relevant protection. If it does not wish to do so
and if the other party within the 15 working day period notifies the
first party that it would like to seek patent or other protection, and
if it is agreed between the parties that the other party may do so,
then this obligation shall continue for such time as may be reasonably
required to prepare and file an application for patent or other
protection.
<PAGE>
7.5. Either party to this Agreement may at any time in respect of an
Improvement elect not to pursue further an application for patent
protection either jointly or on its own behalf or to maintain any such
patent protection as it may have obtained and the party so electing
shall notify the other party and shall if so requested assign all
rights it may have therein for nominal consideration to that other
party.
7.6. Subject to the foregoing each party shall be free to apply for patent
protection for any invention not made in whole or in part by an
employee of the other provided however that the specification in
support thereof does not disclose any Technical Information or other
information which is confidential to the other .
7.7. Subject to the provisions of clause 7.6 hereof the Licensor and the
Licensee shall share equally the costs of filing and prosecuting any
future joint patent applications to grant and of maintaining such
granted patents in all countries.
8. Term and termination
8.1. Subject as hereinafter provided this Agreement shall commence on the
date hereof and shall continue in force in so far as the Patents are
concerned in each country of the Territory until expiry of the last to
expire of the Patents in such country or, if longer, until the expiry
of a period of ten (10) years from the earliest date when the Products
have been first put on the market in any part of the Territory by the
Licensee provided that the Technical Information remains secret and
substantial within the meaning of EC Regulation 240/96 unless earlier
terminated in accordance with the following provisions of this clause.
8.2. The parties agree to give each other on request all information in
their possession necessary to determine the dates of the period of ten
(10) years referred to in clause 8.1.
8.3. If either party is in breach of any obligation on it hereunder and, in
the case of a breach capable of remedy, it shall not have been
remedied by the defaulting party within 30 days of written notice
specifying the breach and requiring its remedy, or if either party
becomes insolvent, has a receiver appointed over the whole or any part
of its assets, enters into any compound with creditors, or has an
order made or resolution passed for it to be wound up (otherwise than
in furtherance of a scheme for amalgamation or reconstruction) or if
the ownership or control of the Licensee shall pass into the hands of
any legal person, which the Licensor in its reasonable discretion
considers unsuitable for any reason whatsoever then the Licensor or in
the case of breach the party not in breach of the obligation or
condition may forthwith terminate this Agreement by notice without
prejudice to the accrued rights of either party.
8.4. Termination of this Agreement for any reason shall not bring to an
end:
8.4.1. the confidentiality obligations on the parties hereto;
8.4.2. the provisions (if applicable) of clause 8.5;
8.4.3. the licences (if any) under clause 4.5 and clause 8.6.
8.5. On termination of this Agreement for any reason the Licensee shall
continue to have the right for a period of 12 months from the date of
termination to complete deliveries on contracts in force at that date
and to dispose of Products already manufactured.
8.6. On termination of this Agreement for any reason under clause 8.3 above
the Licensee may offer to the Licensor at cost all stocks of Products
and promotional and other literature relating thereto in its
possession or control and shall provide the Licensor with all
reasonable facilities to inspect the same and shall deliver up to the
Licensor all production manuals and all other documents or materials
whether human or machine readable and whether stored electronically or
otherwise (including copies thereof) in its possession or control
containing Technical Information remaining subject to the
confidentiality obligations of clause 5 hereof.
9. Force majeure
<PAGE>
9.1. If either party to this Agreement is prevented or delayed in the
performance of any of its obligations under this Agreement by acts,
events, omissions or accidents beyond the reasonable control of the
party to perform, and if such party gives written notice thereof to
the other party specifying reasonable details, together with such
evidence as it reasonably can give and specifying the period for which
it is estimated that such prevention or delay will continue then the
party in question shall be excused the performance or the punctual
performance as the case may be as from the date of such notice for so
long as such cause of prevention or delay shall continue.
10. General
10.1.This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective legal successors but neither party
shall otherwise be entitled to assign, sub-licence, subcontract,
charge or otherwise transfer its rights under this Agreement without
the prior written consent of the other
10.2.This Agreement and the CABG Agreement constitute the entire agreement
and understanding of the parties and supersedes all prior written or
oral representations agreements or understandings between them
relating to the subject matter of this Agreement other than any false
misrepresentation made by a party to induce the other party to enter
into this Agreement.
10.3.No variation or amendment of this Agreement shall bind either party
unless made in writing in the English language and agreed to in
writing by duly authorised officers of both parties.
10.4.If any provision of this Agreement is agreed by the parties to be
illegal void or unenforceable under any law that is applicable hereto
or if any court or other authority of competent jurisdiction in a
final decision so determines this Agreement shall continue in force
save that such provision shall be deemed to be excised herefrom with
effect from the date of such agreement or decision or such earlier
date as the parties may agree.
10.5.The headings in this Agreement are for convenience only and are not
intended to have any legal effect.
10.6.A failure by either party hereto to exercise or enforce any rights
conferred upon it by this Agreement shall not be deemed to be a waiver
of any such rights or operate so as to bar the exercise or enforcement
thereof at any subsequent time or times.
11. Notices
11.1.Any notice required to be given hereunder by either party to the other
shall be in writing and shall be served by sending the same by
registered or recorded delivery post to the address of the other party
as given herein or to such other address as that party may have
previously notified to the party giving notice as its address for such
service.
11.2.Any notice required or authorised by this Agreement to be given by
CTL to CTI shall where possible be copied to their US counsel for the
time being but non-receipt of such copied notice shall not invalidate
any notice given to CTI in accordance with Clause 11.2.
11.3.All notices documents communications and any other data to be
provided under this Agreement shall be in the English language unless
otherwise agreed.
12. Governing law and disputes
12.1.The construction validity and performance of this Agreement shall be
governed in all respects by English Law.
12.2.All disputes arising in any way out of or affecting this Agreement
shall be subject to the non-exclusive jurisdiction of the English
courts to which the parties hereto agree to submit.
<PAGE>
SCHEDULE A
The Patents
Patent number 63-78318 (Japan)
Patent number 1813534 (Japan)
Patent number 0 286 220 B1 (EP)
Patent number 0286220 (Austria)
Patent number 0286220 (Belgium)
Patent number 168359 (Denmark)
Patent number 0286220 (France)
Patent number 3879741 - 0 (Germany)
Patent number 0286220 (Great Britain)
Patent number 3008181 (Greece)
Patent number 63267 (Ireland)
Patent number 0286220 (Italy)
Patent number 0286220 (Luxembourg)
Patent number 0286220 (Netherlands)
Patent number 88710 (Portugal)
Patent number 0286220 (Spain)
Patent number 88301722-0 (Sweden)
Patent number 0286220-7 (Switzerland)
Patent number 5132066 (USA)
Patent number 6117 535 (USA)
<PAGE>
SCHEDULE B
Short Form Licence
THIS LICENCE is made on 2000
B E T W E E N:-
(1) CARDIOTECH INTERNATIONAL LIMITED a company incorporated in England with
Company Number 3198267, whose registered office is at 5/7 Grosvenor Court,
Foregate Street, Chester, CH1 1HG ("Licensor"); and
(2) CARDIOTECH INTERNATIONAL INC., a United States corporation incorporated
under the laws of the State of Massachusetts and having its principal place
of business at 78E Olympia Avenue, Woburn, Massachusetts, MA01801
("Licensee")
WHEREAS
(A) The Licensor is the registered proprietor in respect of the patents
specified in the Schedule ("the Patents").
(B) By an Agreement dated 2000 made between the parties hereto ("the Patent
Licence") the Licensor agreed to grant to the Licensee a licence to use the
Patents.
NOW IT IS AGREED as follows:-
1. IN pursuance of the Patent Licence the Licensor as beneficial owner HEREBY
GRANTS to the Licensee ALL THAT the exclusive right, licence and authority
to make use, exercise and sell any products utilising or incorporating the
Patents during the term of the Patents and during any prolongation and
extension of such term and subject to the provisions of the Patent Licence.
2. THE LICENSEE HEREBY COVENANTS with the Licensor to observe and perform all
the terms and conditions on the part of the Licensee contained in the
Patent Licence.
3. THIS Licence will be governed by and construed in accordance with the laws
of England.
AS WITNESS the hands of the parties or their duly authorised representatives the
day and year first before written.
<PAGE>
Schedule
Patents
<PAGE>
SIGNED by
duly authorised for and on behalf
of CARDIOTECH INTERNATIONAL
LIMITED
SIGNED by
duly authorised for and on behalf of
CARDIOTECH INTERNATIONAL INC.
<PAGE>
SIGNED by
the Licensor
SIGNED by
the Licensee
<PAGE>
SCHEDULE 3
PART I
RIGHTS
DEFINITION
Patent number 63-78318 (Japan)
Patent number 1813534 (Japan)
Patent number 0 286 220 B1 (EP)
Patent number 0286220 (Austria)
Patent number 0286220 (Belgium)
Patent number 168359 (Denmark)
Patent number 0286220 (France)
Patent number 3879741 - 0 (Germany)
Patent number 0286220 (Great Britain)
Patent number 3008181 (Greece)
Patent number 63267 (Ireland)
Patent number 0286220 (Italy)
Patent number 0286220 (Luxembourg)
Patent number 0286220 (Netherlands)
Patent number 88710 (Portugal)
Patent number 0286220 (Spain)
Patent number 88301722-0 (Sweden)
Patent number 0286220-7 (Switzerland)
Patent number 5132066 (USA)
Patent number 6117 535 (USA)
All other Intellectual Property relating to CABG owned or used by CTL with the
free right of disposal.
PART II
CABG
DEFINITION
CardioPass coronary artery bypass graft made from Chronoflex urethane (a
polycarbonate based polyurethane)
PART III
RETAINED RIGHTS
DEFINITION
<PAGE>
PATENT NO. COUNTRY ISSUE DATE TITLE
----------- --------------- ---------- -----------------------------------
5549860 USA 27.08.1996 Method of forming a vascular
prosthesis (CABG)
EP0495869B1 European & 03.01.1996 Polymer products (CABG)
German National
5,863,627 USA 26.01.1999 Hydrolytically and Proteolytically
[stable] silicon co-polymers
5,254662 USA 19.10.1993 Biostable Polyurethene Products
NATURE TITLE
Proprietary Trade Secret Chronoflex AR family of solution based
polycarbonate urethanes
<PAGE>
SCHEDULE 4
TERMS OF SALE
1. Interpretation
--------------
1.1. In these Terms except where the context otherwise requires:-
"Contract" means the contract for the purchase and sale of the Product; and
"Terms" means the standard terms of sale set out in this Schedule and
(unless the context otherwise requires) includes any terms contained
in the Agreement of which this Schedule forms part and any special
terms and conditions agreed in writing between the CTI and CTL.
1.2. The headings in these Terms are for convenience only and will not
affect their interpretation.
2. Status of Terms
-----------------
2.1. CTL will sell and CTI will purchase the Product in accordance with
these Terms, which will govern the Contract and override any other
terms put forward by CTI.
2.2. No addition to or variation of these Terms will be binding on CTL
unless agreed in writing between CTL and CTI. The signing by CTL of
any of CTI's documentation will not modify these Terms in any way.
2.3. No employee or agent of CTL has authority to vary these Terms orally.
CTI acknowledges that there are no representations outside these Terms
which have induced it to enter into the Contract.
3. Price
-----
CTL will be entitled to deduct from and set off against any amount payable to
CTI any amount due or which may become due from CTI on any account.
4. Delivery and Risk
-------------------
Risk of loss of or damage to the Product will pass to CTI on delivery.
5. Property
--------
Property in the Product will pass to CTI on delivery, but without prejudice to
any other rights CTL may have under the Contract.
6. Warranties and Liabilities
----------------------------
6.1. CTL will sell the Product with full title guarantee.
6.2. CTL warrants to CTL that the Product will comply in all material
respects with the Finished Product Specification
6.3. Except in respect of death or personal injury caused by negligence of
CTL, or as expressly provided in these Terms and Conditions, CTL shall
not be liable to CTI by reason of any representation (unless
fraudulent), or any express or implied warranty, condition or other
term, for any loss of profit or any indirect, special or consequential
loss, damage, costs, expenses or other claims (whether caused by the
negligence of CTL, CTL's servants or agents or otherwise) which arise
out of or in connection with the supply of the Product or their use by
CTI, and CTL's entire liability under or in connection with this
agreement shall not exceed the amount of CTL's charges for the
provision of the Product or the amount of any available insurance
6.4. CTL shall not be liable to CTI or be deemed to be in breach of this
agreement by reason of any delay in performing, or any failure to
perform, any of our obligations in relation to the Product, if the
delay or failure was due to any cause beyond CTL's reasonable control.
7. General
-------
TheseTerms are in addition and without prejudice to any other rights which
the CTL may have.
<PAGE>
SCHEDULE 5
TECHNOLOGY SALE AND PURCHASE TERMS
THIS AGREEMENT is made on 20[ ]
BETWEEN:
(1) CARDIOTECH INTERNATIONAL LIMITED a company incorporated in England with
Company Number 3198267, whose registered office is at 5/7 Grosvenor Court,
Foregate Street, Chester, CH1 1HG ("CTL"); and
(2) CARDIOTECH INTERNATIONAL INC., a United States corporation incorporated
under the laws of the State of Massachusetts and having its principal place
of business at 78E Olympia Avenue, Woburn, Massachusetts, MA01801 ("CTI")
WHEREAS
A. CTI wishes to acquire from CTL technology equivalent to the Technology
(as defined in the 'CABG Product Development Agreement' between the
parties dated [ ]) ("the System") and contract for the Services (as
defined) of CTL upon the terms and subject to the conditions
hereinafter contained.
B. The technology to be transferred may comprise the equipment, hardware
and software being exclusively used by CTL to manufacture the Products
pursuant to the CABG Product Development Agreement.
<PAGE>
NOW IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following expressions have the following
meanings unless the context otherwise requires:-
<TABLE>
<CAPTION>
<C> <S>
"Contract Sum" means the total net sum for the System and Services net of all
purchase tax, import and all other duties and charges which shall
be additional.
"Location" means CTI's offices at 78E Olympia Avenue, Woburn,
Massachusetts, MA01801 or such other location as may be
notified by CTI to CTL in writing.
"Services" means to install the System at the Location, conduct the System
Proving Tests and to train sufficient personnel of CTI to enable
CTI to use the System.
"System Proving Tests" means such tests as are reasonably necessary to test the System
prior to its handover to CTI.
"System Service Date" means the date upon which the System has passed CTL's tests that
the System is ready for use by CTI and that the System shall be
handed over to CTI.
</TABLE>
2. ACQUISITION
2.1. Upon execution of this Agreement CTI undertakes:
2.1.1. to purchase from CTL the System; and
2.1.2. to contract from CTL the Services.
2.2. Upon execution of this Agreement by CTL, CTL undertakes:
2.2.1. to sell the System to CTI with full title guarantee;
2.2.2. to provide to CTI the Services.
2.3. Where CTI requires hardware or software from third party suppliers for
the operation of the System the same shall be contracted for by CTI
direct with such third parties and if CTL arranges the same, it shall
be as the agent for CTI.
2.4. All references to the Services or System shall be deemed to be
references to such parts of the Services or System notified by CTI to
CTL pursuant to Clause 8.4.1 of the CABG Product Development
Agreement.
3. COMMENCEMENT
The date of commencement of this Agreement shall be the last day of
execution by both CTL and CTI.
4. PRICES
[ * ]
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
5. PAYMENT
[ * ]
6. SERVICES
6.1. CTL shall perform the Services which may be varied, modified or
extended from time to time by written agreement between the parties.
6.2. CTL reserves the right to determine allocation of CTL's personnel in
furnishing the said Services.
6.3. Any ideas, concepts, know-how or techniques developed by CTL and be
communicated by CTL to CTI during execution of the Services will be
owned by CTL.
7. DELIVERY AND INSTALLATION
[ * ]
8. NON-ARRIVAL AND IN-TRANSIT DAMAGE, SHORTAGE OR LOSS
8.1. Where CTI has accepted CTL's estimate and terms for delivery as
hereinbefore provided CTL shall accept responsibility for:
8.1.1. damage or shortage if (i) the same is notified to CTL and the
carrier (if not delivered by CTL) within three (3) days of
receipt of the System by CTI and (where applicable) (ii) the
System has been handled by CTI in accordance with CTL or the
carrier's conditions of carriage or handling stipulations;
8.1.2. non-arrival, if the same is notified to CTL within a reasonable
period from the date that CTL informed CTI that the System or
part thereof was due to arrive.
8.2. Where CTL accepts responsibility under this Clause, it shall, at its
sole option, repair or replace (as the case may be) the System proved
to CTL's satisfaction to have been lost or damaged in transit.
9. TITLE TO THE SYSTEM
9.1. Notwithstanding delivery, installation, passing of risk and System
Service Date, title to the System shall not pass to CTI but shall be
retained by CTL until the full Contract Sum has been received by CTL
from CTI.
9.2. Until such time as title in the System has passed to CTI, CTL:
9.2.1. shall be entitled to repossess at any time any of the System
title in which remains vested in CTL;
9.2.2. for such purpose CTL or any of its agents or authorized
representatives shall be entitled at any time and without notice
to enter upon any premises in which the System or any part
thereof is installed, stored or kept, or is reasonably believed
so to be;
*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
9.2.3. shall be entitled to seek a Court injunction to prevent CTI
from selling, transferring or otherwise disposing of said System.
<PAGE>
9.3. Until such time as title in the System has passed to CTI, CTI shall,
subject to CTL's rights hereunder:
9.3.1. hold the System as CTL's agent and be entitled to use the same
in the ordinary course of CTI's business; but shall not be
entitled to sell or otherwise dispose of the same or part with
possession thereof;
9.3.2. cause to be added to its audited accounts for each year a note
that System supplied by CTL is subject to retention of title and
shall be the property of CTL until full payment of all sums in
respect thereof has been made to CTL; and
9.3.3. insure such System to its replacement value naming CTL as the
loss payee until all payments to CTL have been made as specified
in this Clause and CTI shall forthwith, upon request, provide CTL
with a Certificate of such Insurance.
10. PASSING OF RISK
Notwithstanding Clause 9, risk in the System shall pass to CTI who shall be
liable for any loss or damage to the System or any part thereof from the
time that the same is delivered by CTL or its carriers to CTI.
11. WARRANTY AND SUPPORT
11.1.CTL warrants to CTI that the System is free from defects of
workmanship and materials and is fit for the purpose for which it has
been supplied and CTL undertakes, subject to Clause 11.2 , to replace
or, at its option, to repair the System (other than consumable items)
found to be defective within 1 month of the date of original delivery
and installation, where such defects are a result of faulty materials
or workmanship.
11.2.Each claim of CTI under this warranty shall be sent in writing to CTL
specifying the nature of the defect.
11.3.CTL shall not be liable at any time for damage or defects in the
System or parts caused by improper use, abuse, mismanagement or by
using the System outside the specifications detailed in the manuals
and documentation relating to the System or outside the specific
application of the System.
11.4.This warranty shall not be assigned without the prior written consent
of CTL.
11.5.Except as otherwise provided in this Clause, CTL makes no
representations or warranties and expressly excludes the same whether
implied, statutory or otherwise especially as to quality or fitness of
the System for any particular purpose.
12. CTL'S LIABILITY
12.1.Except to the extent provided in Clause 11 or that by the law
relating to this Agreement, liability may not be excluded, CTL
shall not be liable to CTI for any loss or damage whatsoever or
howsoever caused arising directly or indirectly in connection
with the Services , the System or its use.
12.2.Notwithstanding the generality of Clause 12.1 above, CTL
expressly excludes liability for consequential loss or damage,
including but not limited to loss or damage to other System or
property or for loss of profit, business, revenue, goodwill or
anticipated savings.
12.3.In the event that any exclusion contained in this Agreement be
held to be invalid for any reason and CTL becomes liable for loss
or damage that may be limited, such liability shall be limited to
the Contract Sum or to the extent of any insurance available to
CTL to meet the claim, whichever shall be the greater.
12.4.CTL does not exclude liability for death or personal injury to
the extent that the same arises from the negligence of CTL, its
employees, agents or authorised representatives.
<PAGE>
13. FORCE MAJEURE
13.1.If CTL is affected by any circumstances beyond its reasonable control
(including, without limitation, any strike lock-out or other
industrial action), it will promptly notify CTI of the nature and
extent of the circumstances in question ("Force Majeure").
13.2.Notwithstanding any other provision of this Agreement, CTL will not
be deemed to be in breach of this Agreement, or otherwise be liable to
CTI, for any delay in performance or the non-performance of any of its
obligations under this Agreement, to the extent that the delay or
non-performance is due to any Force Majeure of which CTL has notified
the CTI, and the time for performance of that obligation will be
extended accordingly.
14. NATURE OF AGREEMENT
14.1.This Agreement is personal to the parties hereto, who may not without
the prior written consent of the other, assign, mortgage, charge
(otherwise than by floating charge) or dispose of any of its rights
hereunder, or sub-contract or otherwise delegate any of its
obligations hereunder save in accordance with the terms of this
Agreement.
14.2.Nothing in this Agreement shall create, or be deemed to create, a
partnership or the relationship of principal and agent or employer and
employee between the parties.
14.3.No failure to exercise nor any delay in exercising any right, power,
privilege or remedy under this Agreement shall in any way impair or
affect the exercise thereof or operate as a waiver thereof in whole or
in part.
14.4.This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof, supersedes all previous
agreements and understandings between the parties with respect
thereto, and may not be modified except by an instrument in writing
signed by the duly authorised representatives of the parties.
14.5.Each party acknowledges that, in entering into this Agreement, it
does not do so on the basis of, and does not rely on, any
representation, warranty or other provision except as expressly
provided herein, and all conditions, warranties or other terms implied
by statute or common law are hereby excluded to the fullest extent
permitted by law.
14.6.If any provision of this Agreement is held by any court or other
competent authority to be void or unenforceable in whole or part, this
Agreement shall continue to be valid as to the other provisions
thereof and the remainder of the affected provision.
14.7.Each party shall bear its own costs in relation to the negotiation
and preparation of this Agreement.
14.8.Any notice required or authorised by this Agreement to be given by
either party to the other must be in writing and be delivered by hand
or sent by first class pre-paid airmail post or facsimile transmission
to the other party at the address stated at the beginning of this
Agreement or any other address notified by the recipient of the
notice. Any notice will be deemed received:-
14.8.1. if delivered by hand, when delivered;
14.8.2. if sent by post, 7 days after posting; and
14.8.3. if sent by facsimile transmission, when transmitted.
14.9.Any notice required or authorised by this Agreement to be given by CTL
to CTI shall where possible be copied to their US counsel for the time
being but non-receipt of such copied notice shall not invalidate any
notice given to CTI in accordance with Clause 14.8.
<PAGE>
14.10. This Agreement shall be governed by and construed in all respects in
accordance with the English law and the parties hereby submit to the
non-exclusive jurisdiction of the English Courts.
SIGNED by and on behalf of CTL
by:
SIGNED by and on behalf of CTI
by:
EXECUTED AND DELIVERED by )
CARDIOTECH )
INTERNATIONAL )
LIMITED as )
its Deed acting by:- )
Director
Director/Secretary
EXECUTED AND DELIVERED by )
CARDIOTECH )
INTERNATIONAL INC as )
its Deed acting by:- )
Director
Director/Secretary
<PAGE>
