SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: October 17, 1996
(Date of Earliest event reported)
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MEDIZONE INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 2-93277-D 87-0412648
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State of Commission IRS Taxpayer
Incorporation Registration No. I.D. Number
123 East 54th Street, Suite 7B, New York, New York 10022
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Address of Principal executive offices
Registrant's telephone number: (212) 421-0303
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Item 5. Other Events
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On October 17, 1996, Medizone International, Inc. (the "Company") executed
an agreement with Multiossigen, S.r.L., an Italian corporation located in
Bergamo, Italy (the "Manufacturer"), dated as of September 13, 1996 (the
"Equipment Contract"), providing for the manufacture of ozone generating devices
to be used in the human trials to be commenced pursuant to the Company's letter
agreement with the Italian Society for Ozone Oxygen Therapy, as trials are
approved by the Italian University of Health.
Pursuant to the Equipment Contract, the Manufacturer has produced a working
prototype of ozone generating devices dedicated to the use of hollow fibers or
similar gas exchange technology covered under the Company's patents,
satisfactory to the Company (the "Equipment"), and will make all data generated
from the use of the Equipment available to the Company. The Equipment Contract
calls for the Manufacturer to manufacture twenty pieces of the Equipment at a
purchase price of $9,000 per unit, for an aggregate of $180,000, payable as
follows:
(a) $25,000, paid upon approval of the prototype;
(b) $55,000, payable in fifteen installments of $3,667 with five such
installments ($18,335) being paid on each delivery of five units
of the Equipment; and
(c) one million shares of the Company's common stock, bearing a
restrictive legend, 500,000 shares of which were issued on the
date the Equipment Agreement was executed with the remaining
500,000 shares to be issued on March 13, 1997.
Pursuant to the Equipment Agreement, the Company granted to the
Manufacturer a license to use the Company's patents in Europe, subject to the
regulations of all documents necessary to protect the Company's rights in and to
the patents, and appointed the Manufacturer as the Company's exclusive
manufacturer and distributor of the Equipment in Europe. Notwithstanding the
forgoing, the present distribution of the Equipment shall be limited to Italy,
but such distribution will be expanded to the rest of Europe upon the mutual
agreement of the parties.
The Equipment Agreement (together with its grants of license and
distribution described above) will terminate on September 13, 1998 and may be
renewed by mutual agreement of the partners at least thirty days prior to the
end of its term.
The initial five units of the Equipment are to be delivered to San Raffele
Hospital, Milan, on November 15, 1996. Thereafter, units of Equipment shall be
delivered in lots of five units and shall be deliverable to the appropriate
hospital site within 60 days of the written request by the Company, based upon
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such hospital's ethics committee granting approval to committee trials at a
particular site.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by the
undersigned, one of its officers thereunto duly authorized.
Dated: New York, New York
October 24, 1996
MEDIZONE INTERNATIONAL, INC.
By: /s/Joseph S. Latino
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Joseph S. Latino
President
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Exhibit 10ss
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Agreement between Medizone International, Inc. and Multiossigen S.r.L.,
dated as of September 13, 1996.
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AGREEMENT made as of this 13th day of September, 1996 by and between
Medizone International, Inc. , a Nevada corporation, with offices at 123 East
54th Street, New York, NY 10022 ("Medizone") and Multiossigen, S. r. L., an
Italian corporation, with offices at Via Roma N. 69, Gorle (BG), Italy 24020
(the "Manufacturer").
W I T N E S S E T H:
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WHEREAS, Medizone owns certain patents relating to its drug therapy and
machinery relating thereto;
WHEREAS, Manufacturer is a manufacturer of ozone related equipment;
WHEREAS, Medizone is desirous of Manufacturer creating a piece of equipment
necessary to provide the Medizone drug therapy on the terms and conditions
herein provided (each being referred to hereinafter as the "Equipment");
WHEREAS, Medizone is willing to enter into an exclusive relationship
regarding the manufacture, sale and distribution in Europe of such Equipment,
NOW, THEREFORE, the parties agree as follows:
1. (a) Manufacturer, at its sole expense, shall produce a working prototype
of the Equipment satisfactory to Medizone. Such Equipment shall be dedicated to
the use of hollow fibers or similar gas exchange technology covered under
Medizone's patents and therefor all data generated from the use of this
Equipment must be made available to Medizone for its use in gaining regulatory
approval worldwide. In connection therewith, Medizone hereby grants to
Manufacturer a license in Europe to use its patents which are listed in Exhibit
A hereto. Manufacturer agrees to enter into such other documents, including a
license agreement, as may be necessary or appropriate to protect Medizone's
rights in and to the Patents. Moreover, Medizone hereby appoints Manufacturer
its exclusive manufacturer and distributor of the Equipment in Europe.
(b) Failure to deliver the prototype in a timely fashion and by no later
than September 30, 1996 shall render this agreement void and of no further force
or effect.
(c) In lieu of receipt of the technical data evidencing the accuracy and
reproducibility of the "Medical 96 DCPS" prototype as delineated in the
"Comparison of the Principle Technical Characteristics" fact sheet, which fact
sheet is annexed hereto as Exhibit B, and which data is necessary prior to
prototype approval, which approval is necessary prior to commencing the
manufacture of the first twenty units, Manufacturer hereby represents and
warrants that such technical data exists and that this data fairly and
accurately supports the performance characteristics as set forth in said fact
sheet.
2. The term of this Agreement shall be for a period of two (2) years
commencing the date hereof and may be renewed by mutual agreement of the parties
at least thirty (30) days prior to the end of the then current term.
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3. The exclusive nature of this agreement and the arrangements contemplated
herein only shall apply to Europe (the "Territory"). Notwithstanding the
foregoing, the present distribution of the Equipment shall be limited to the
country of Italy, but will be expanded to include the balance of the Territory
upon mutual agreement.
4. (a) The parties agree that upon completion of the prototype satisfactory
to Medizone, Manufacturer shall proceed to manufacture twenty (20) pieces of
Equipment at a purchase price equal to US $9,000 per unit, aggregating US
$180,000, payable as follows: one million shares of Medizone restricted stock
delivered in two (2) equal amounts of five hundred thousand shares, the first on
the date this Agreement is executed and the second of which shall be deliverable
on the six month anniversary date of this Agreement; and US $25,000 upon
prototype approval and US $55,000 in fifteen (15) equal amounts of three
thousand six hundred and sixty seven US (US $3,667) each based on lots of five
(5) units at a time, after delivery of such lots of five units of Equipment
pursuant to this Agreement and receipt of an invoice therefor.
(b) Five units of the Equipment shall be delivered to San Raffaelle
Hospital, Milan, no later than October 15, 1996. (c) The remaining fifteen (15)
units of the Equipment will be ordered in groups of five (5) and shall be
deliverable to the appropriate hospital site within sixty (60) days after
written request of Medizone, based upon the Ethics Commitee approval to commence
trials at a particular site.
5. Until Medizone's ozone therapy is approved for marketing as a treatment
for a particular clinical disease/syndrome in the Territory, all of the
Equipment and specifications therefor shall be subject to a confidentiality
agreement signed by the purchaser and approved by Medizone. Further it is
expressly understood that all facts concerning the Equipment or any other
proprietary information relating thereto in whatever form which is obtained by
Manufacturer pursuant to or in connection with this Agreement shall remain
confidential, and Manufacturer shall not during the term of this Agreement and
thereafter disclose any such facts or other information or any of it to a third
party without the prior written consent of Medizone. Upon the termination of
this Agreement for any reason, Manufacturer shall return all tangible embodiment
of such facts or information to Medizone.
6. All of the Equipment manufactured by Manufacturer shall clearly be
labeled with the trademark "Medizone International, Inc." and further stating
that it is dedicated solely for the purpose of research investigations.
7. Similarly, any and all publications generated from the use of the
Equipment shall either have Medizone's co-authorship or a clear indication of
Medizone's non-participation in any such study, depending on the actual
circumstances relating to each such study. In any case where Medizone was not a
participant in the study, clear language shall be employed to note that the
study employed Medizone's patented technology.
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8. If additional pieces of Equipment in excess of the original twenty units
are sold for a specified application employing medizone's patented technology
deemed legal by the Ministry of Health or such other governing body, as
appropriate, Medizone shall receive as compensation for the sale of any such
additional units of Equipment a ten (10%) royalty of the selling price of each
piece of equipment payable quarterly after the quarter in which payment is
received by Manufacturer. Manufacturer shall maintain its books and records in
such a fashion that audited financial reports evidencing the number of pieces
sold each quarter may be certified.
9. Manufacturer agrees that it will not, at any time during this Agreement
or thereafter, raise or assist any one else in raising on any grounds whatsoever
any questions concerning or any challenge to the validity of the license granted
hereunder or the validity of the Patents or the exclusive ownership of such
Patents and trademark by Medizone and/or its affiliated companies.
10. During the term of this Agreement, Manufacturer shall use its best
efforts to expand the market for the Equipment and to promote the sale of the
Equipment in Europe. Without limiting the generality of this undertaking,
Manufacturer agrees to prepare detailed technical promotional material designed
to educate potential customers about the appropriate applications of the
Equipment. In addition, Manufacturer shall provide technical assistance and
support to the purchasers of the Equipment with regard to the appropriate use,
installation and maintenance of the Equipment.
11. Anything in this Agreement to the contrary notwithstanding, Medizone,
and it affiliated companies, shall have the right to make, use, sell and enter
into other arrangement relating to the Equipment outside of Europe.
12. Manufacturer shall submit to Medizone for its prior approval all
catalogues, brochures, publicity, photographs, exhibits, literature, printed
materials, labels, packaging materials, promotional materials and other writings
of any kind whatsoever to be used by Manufacturer in connection with the sale
and promotion of the Equipment.
13. (a) Manufacturer agrees to fully and promptly indemnify and save
Medizone harmless, at all times after the date of this Agreement, against, from
and in respect of any claim, damage or deficiency of any kind whatsoever arising
out of or in any matter arising or resulting from any misrepresentation, breach
of warranty, or non-fulfillment of any covenant or undertaking in this Agreement
or for any malfunction or problem with the Equipment and for all actions, suits,
proceedings, claims, demands, assessments, judgements, costs and expenses
(including reasonable legal fees and expenses) incident to any of the foregoing.
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(b) Manufacturer agrees to secure product liability insurance in an amount
not less that US$1,000,000.00 prior to the sale or distribution of any
Equipment, which insurance should adequately protect Medizone from any expenses
or costs incurred by Medizone as a result of the use or misuse of the Equipment.
14. Upon the termination of this Agreement for any reason, Manufacturer
shall, at its own expense, (i) cease and desist from any further use of the
Medizone trademark and logo, the Patents and any inventions embodied therein;
(ii) deliver to Medizone all inventory, material and papers on which the
Medizone trademark appears and any drawings, plans, models, instructions,
specifications, technical data or other proprietary information of any kind
relating thereto delivered to, created by or acquired by Manufacturer in
connection with this Agreement.
14. Nothing in this Agreement shall constitute Manufacturer an agent of
Medizone, or its affiliated companies for any purpose and Manufacturer shall
have no power to bind or incur any obligations on behalf of Medizone or its
affiliated companies, it being understood that Manufacturer is acting as an
independent contractor hereunder.
15. Any notice required or permitted to be given pursuant to this Agreement
shall be in writing, and shall be deemed given when mailed, registered or
certified mail, or overnight courier, return receipt requested, to the party to
whom directed at its address as set forth above, or to such other address as may
be hereafter specified by similar notice.
16. This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior written and oral
agreements. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, shall not be assignable by Manufacturer
without the prior written approval of Medizone but may be assigned by Medizone.
This Agreement may not be modified or amended except in a writing signed by the
parties hereto.
17. (a) This Agreement shall be construed in accordance with the laws of
the State of New York, USA, applicable to contracts made and to be performed in
New York. (b) Manufacturer hereby consents to be subject to the jurisdiction of
the courts of the State of New York and the federal courts located in New York,
New York.
18. This agreement may be executed in counterpart copies, each of which
shall be deemed an original but all of which shall be considered the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
Multiossigen, S.r.L. Medizone International, Inc.
By: /s/Lucia Tosini By: /s/Dr. Joseph Latino
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Lucia Tosini, Admin. Dr. Joseph Latino
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October 23, 1996
Ms. Lucia Tosini, Administrator
c/o Prof. Mariano Franzini
Multiossigen, S.r.L.
Via Roma N(degree) 69
24020 Gorle (BG)
Bergamo, Italy
Dear Professor Franzini:
As per the manufacturing contract, the first five units were to be
delivered to San Rafaelle Hospital no later than October 15, 1996. For obvious
reasons this date has passed. This letter authorizes this deadline to be
extended to November 15, 1996. Certainly, we wish to deliver these units as soon
as practical, but we do not want to be in breach of our own contract. Please
have Ms. Tosini sign as indicated below and return a copy by fax. The hard copy
can be returned by regular first class postage.
Sincerely yours,
/s/Joseph S. Latino
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Joseph S. Latino, Ph.D.
President
As agreed: /s/Lucia Tosini
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Ms. Lucia Tosini, Administrator
Multiossigen, S.r.L.
