HYDROMER TO GALLINI PAGE-1
LICENSE AGREEMENT
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LICENSE and SUPPLY AGREEMENT
THIS AGREEMENT, made this 22nd day of June, 2000, by and between:
HYDROMER, INC., a New Jersey Corporation with its office located
at 35 Industrial Parkway, Somerville, New Jersey 08888
("HYDROMER");
and
GALLINI SRL, a Corporation organized under the laws of the Italy,
with its office located at Via Frattini; 15-46100 Mantova,
Italy("GALLINI").
WHEREAS, HYDROMER possesses know-how relating to the coating of articles
with polyvinyl-pyrrolidone-polyurethane interpolymers to produce COATED
PRODUCTS, hereinafter defined; and
WHEREAS, GALLINI desires to obtain an non-exclusive license from HYDROMER
for access to the know-how to enable GALLINI to use and sell (but not make) the
COATINGS as defined herein below.
NOW, THEREFORE, in consideration of the premises and the performance of the
mutual covenants herein contained, the parties hereto agree to as follows:
1.0 Definitions. For the purpose of this AGREEMENT, the following shall
apply:
1.1 "COATINGS" means hydrophilic coatings consisting of Hydromer
coating Product 20M-2 with blue pigment for the application only to
PRODUCTS.
1.2 "PRODUCTS" means only intermittent, disposable urinary catheters
for use in the field of urology.
1.3 "COATED PRODUCTS" means PRODUCTS to which COATINGS are applied
pursuant to the terms of this AGREEMENT.
1.4 "KNOW-HOW" means all of HYDROMER'S trade secrets, technical data
and information, and other accumulated information, including, but not
limited to, any devices, processes, methods, control procedures, formulas,
clinical tests, and use intelligence, drawings, specifications, research
and development reports, processed data or special equipment which are
useful to assist GALLINI to use COATINGS and to manufacture and sell COATED
PRODUCTS, which HYDROMER is free to disclose. The parties agree that
KNOW-HOW includes the design, manufacturer and operations of any machine
build by HYDROMER for GALLINI under a previous or subsequent contract or
purchase order.
1.5 "TERRITORY" means Europe.
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LICENSE AGREEMENT
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2.0 Grant.
2.1 HYDROMER hereby grants GALLINI a non-exclusive license to use and
sell COATED PRODUCTS in the TERRITORY under the KNOW-HOW.
2.2 HYDROMER hereby reserves unto itself all rights to make, have
made, use and sell all other products using hydrophilic coatings consisting
of polyvinyl-pyrrolidone-polyurethane interpolymers, including the COATED
PRODUCTS licensed hereunder.
2.3 HYDROMER hereby grants to GALLINI a fully paid right to use the
HYDROMER trademark on COATED PRODUCTS and in association with the marketing
and promotion thereof. The following credit must appear on all
advertisements, packaging and literature for COATED PRODUCTS which use the
HYDROMER trademark -- "HYDROMER is a trademark of Hydromer, Inc., USA".
3.0 Technology Transfer Fee.
3.1. As consideration for the transfer of the KNOW-HOW and the grant
of non-exclusive rights, GALLINI will pay to HYDROMER the non-refundable
sum of US $100,000.00 to be paid upon execution of this AGREEMENT.
4.0 Improvement. During the term of this AGREEMENT, GALLINI shall promptly
and fully disclose to HYDROMER any development or improvement relating to the
use or practicing of the related KNOW-HOW as applied to the COATINGS conceived
and/or reduced to practice by an officer, director, employee, agent, consultant,
etc. of GALLINI ("GALLINI IMPROVEMENT"). GALLINI IMPROVEMENTS shall
automatically become the property of HYDROMER and shall be added to this
AGREEMENT.
5.0 Secrecy. Each party undertakes to keep secret and confidential and not
to disclose to any third party, except as it is necessary in carrying out the
purposes of this AGREEMENT, during the term of this AGREEMENT and for a period
of five (5) years thereafter any information, data or KNOW-HOW disclosed to it
by the other party except:
5.1 Information, data and KNOW-HOW which at the time of disclosure is
in the public domain or publicly known or available;
5.2 Information, data or KNOW-HOW which, after disclosure, becomes
part of the public domain or publicly known or available by publication or
otherwise, except by breach of this AGREEMENT by the receiving party;
5.3 Information, data or KNOW-HOW which the receiver receives from a
third party; provided, however, that such information was not obtained by
said third party from the other party; and
5.4 Information, data and KNOW-HOW which the receiver derives
independently of such disclosure.
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LICENSE AGREEMENT
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6.0 Technical Assistance. With regard to the COATINGS defined in Article
1.1 herein above, promptly following the execution of this AGREEMENT and on a
continuing basis during the term of this AGREEMENT, HYDROMER shall:
6.1 furnish to GALLINI all KNOW-HOW;
6.2 furnish the services of HYDROMER employees having knowledge of the
KNOW-HOW as may be necessary or appropriate in order to fully (1) to
disclose to GALLINI all details and particulars of the KNOW-HOW, and in
particular, but without limitation, the coating methods contained therein,
(2) to consult with GALLINI technical personnel concerning the manufacture,
assembly, raw material purchase and other tasks required for the
application of COATINGS covered by the KNOW-HOW, including subsequent
improvements thereto for the COATINGS; provided GALLINI shall reimburse
HYDROMER for the reasonable travel and living expenses incurred by such
technical personnel for travel requested by GALLINI hereunder.
7.0 Warranty.
7.1 HYDROMER warrants that it has the unrestricted power and authority
to grant this license and give access to the KNOW-HOW as provided herein.
HYDROMER represents that as of the date of this AGREEMENT it has no
knowledge of any pending or threatened litigation against HYDROMER which
might impair the rights licensed hereunder.
7.2 GALLINI warrants, guarantees and agrees that any COATED PRODUCTS
will be made in accordance with the laws, rules and regulations of all
governments in the TERRITORY and will indemnify and hold HYDROMER harmless
as against the claims of any third parties to the contrary. GALLINI will
obtain general liability insurance in the amount of at least US$5,000,000
and name HYDROMER as an additional insured. The policy shall have a 30 days
notice period to HYDROMER before termination or cancellation.
8.0 Effective Date and Term.
8.1 This AGREEMENT will become effective on the day and year first
written above and expire December 31, 2020.
8.2 If either party hereto shall commit any breach of the provisions
of this AGREEMENT, and shall not, within ninety (90) days' written notice
of such breach by the other party hereto, correct such breach then such
other party may, by written notice to the breaching party, immediately
terminate this AGREEMENT. The right of either party to take such action
shall not be affected in any way by its failure to take any action with
respect to any previous breach.
8.3 If either party should exercise its right to terminate this
AGREEMENT, under any applicable provision of this AGREEMENT, then GALLINI'S
rights and licenses under Section 2.0 hereof shall immediately terminate,
including its right to make further use of the KNOW-HOW acquired from
HYDROMER under this AGREEMENT, and which GALLINI is obliged to hold in
confidence pursuant to Section 5.0 of this AGREEMENT. Termination of this
AGREEMENT shall not relieve either party of obligations incurred prior to
termination.
9.0 Purchase of Hydromer Product.
9.1 Gallini shall purchase and Hydromer agrees to sell Hydromer
coating solution 20M-2 for the limited purpose of applying this product on
the PRODUCTS at a price of US$175.00 per gallon in 55 gallon drums, FOB
Somerville, NJ. Hydromer may raise the price of this product once per year
limited by the cost of living increase in Northern NJ. Provided however, if
raw materials increase greater then the increase in the cost of living then
Hydromer may pass this additional increase on to GALLINI. GALLINI
recognizes and Agrees that it will use Product 20M-2 to coat only the
PRODUCTS and no other product.
9.2 As long as this Agreement is in effect, Hydromer agrees not to
sell Product 20M-2 with blue pigment to any other person in the territory
for use on PRODUCTS.
10.0 General.
10.1 Assignment. This AGREEMENT and all rights and obligations
hereunder shall be binding upon and shall inure to the benefit of the
respective successors of HYDROMER and GALLINI. Neither GALLINI nor HYDROMER
shall have the right to assign any or all of its rights and obligations
under this AGREEMENT without the prior written consent of the other party,
except that HYDROMER'S consent shall not be required in the event of an
assignment or transfer of the AGREEMENT by GALLINI to an affiliate of
GALLINI, who undertakes to accept all terms and conditions hereof and carry
out all obligations of GALLINI hereunder.
10.2 Entire Agreement. This AGREEMENT contains the entire agreement
between the parties hereto in respect of the subject matter hereof. This
AGREEMENT may not be released, discharged, abandoned, changed or modified
in any manner except by an instrument in writing signed by a duly
authorized officer or representative of each of the parties hereto.
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LICENSE AGREEMENT
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10.3 Waiver and Severability. The waiver by either of the parties of
any breach of any provision hereof by the other party shall not be
construed to be a waiver of any succeeding breach of such provision of a
waiver of the provision itself.
10.4 Governing Law. This AGREEMENT shall be construed and interpreted
in accordance with the laws of the State of New Jersey and the courts of
the State of New Jersey shall have jurisdiction over the parties hereto and
all matters arising hereunder. The United Nations Convention on Contracts
for the International Sale of Goods is hereby disclaimed by both parties.
10.5 Invalidity. If any of the provisions of this AGREEMENT, or part
thereof, is held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this AGREEMENT.
10.6 Notice. Any notice required or to be given hereunder shall be
considered delivered when deposited, postage prepaid, in the United States
mail, registered mail, to the address of the other party as specified below
or as subsequently modified in writing by the parties.
IF TO HYDROMER:
Hydromer, Inc.
35 Industrial Parkway
Somerville, New Jersey 08876
Attn: Manfred F. Dyck, President
IF TO GALLINI:
Via Frattini; 15-46100 Mantova,
Italy
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HYDROMER TO GALLINI PAGE-5
LICENSE AGREEMENT
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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
effective the day and year set forth above.
GALLINI SRL HYDROMER, INC.
By:____________________________ By:_________________________________
Signature Signature
_______________________________ ____________________________________
Print Signature Print Signature
Title:_________________________ Title:______________________________
Print Title Print Title
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