SUB-LICENSE AGREEMENT
THIS AGREEMENT is entered by and between Chronimed Inc., 10900 Red
Circle Drive, Minnetonka, Minnesota, a Minnesota corporation ("Chronimed"), and
MEDgenesis Inc., 5182 W. 76th Street, Edina, Minnesota, a Minnesota corporation
("MEDgenesis"), effective June 29, 2000.
WHEREAS, Chronimed is a licensee of certain rights, and maintains
corresponding responsibilities, under a February 18, 1993 Patent and Know-How
Agreement with Licensor Hypoguard Ltd. ("License Agreement"), to manufacture,
distribute and sell certain blood glucose test products, and
WHEREAS, prior to incorporation as MEDgenesis, MEDgenesis operated as
the Diagnostic Products division of Chronimed and as a division performed all of
Chronimed's rights and responsibilities under the License Agreement, and
WHEREAS, Chronimed has incorporated MEDgenesis and is MEDgenesis' sole
shareholder, and
WHEREAS, Chronimed and MEDgenesis intend that MEDgenesis' personnel,
processes, plant, equipment, materials, markets, and expertise continue to be
applied to performance of the License Agreement;
THE PARTIES AGREE AS FOLLOWS:
1. SUBLICENSE. Pursuant to Section 5.5.1 of the License Agreement,
Chronimed grants and MEDgenesis accepts a sublicense of all the rights and
responsibilities accruing to Chronimed and capable of sub-licensure under the
License Agreement.
2. INDEMNIFICATION. Pursuant to Section 5.5.1 of the License Agreement,
Chronimed remains responsible to Hypoguard for all licensee obligations under
the License Agreement. MEDgenesis fully indemnifies and holds Chronimed harmless
for any and all liabilities arising as a result of any licensee actions, rights
or performance under the License Agreement or this Sublicense Agreement.
3. TERM. This Sublicense is effective as of the date above first
written and, subject to termination by the parties herein, will remain in effect
so long as the License Agreement remains in effect. Either party may terminate
this Sublicense Agreement by given ten (10) days' written notice to the other.
CHRONIMED INC. MEDGENESIS INC.
BY: /S/ HENRY F. BLISSENBACH BY: /S/ MAURICE R. TAYLOR
ITS: PRESIDENT/COO ITS: CEO
