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Letter Of Intent To License Intellectual Property

Letter of Intent

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AMERICAN XANTHAN CORP | FracFlow Biotechnologies LP

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Title: LETTER OF INTENT TO LICENSE INTELLECTUAL PROPERTY
Date: 2/14/2014

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FracFlow Biotechnologies LP

 

 

Exhibit 10.1

 

 

 

LETTER OF INTENT TO LICENSE INTELLECTUAL PROPERTY

 

 

 


I NTRODUCTORY


 

 

This letter confirms your and our mutual intention with respect to the potential licensing of intellectual property identified herein and upon terms and conditions described herein. Having completed satisfactory due diligence, this letter records the desire of the parties to co-operate in entering into a License Agreement between them upon mutually acceptable terms.

 


T HE P ARTIES


 

 

FRACFLOW BIOTECHNOLOGIES LP of 100 Midland Drive, Dieppe, New Brunswick, Canada a limited partnership in Canada (“Licensor”).

 

 

AND:

 

 

AMERICAN XANTHAN CORPORATION                      of                1749                Pioneer Avenue,         Suite 1749
Cheyenne, Wyoming, USA, incorporated in the State of Wyoming (“Licensee”).

 

Collectively referred to herein as (“the Parties”).

 

 


B ACKGROUND


 

 

1.

Licensor over a number of years developed a unique next generation method for manufacturing Xanthan gum from Potato pulp (“the Technology ”).

 

 

2.

Licensor has protection of its intellectual property rights to such manufacturing techniques and also to processes derived therefrom or which use all or any part of its intellectual property by a filed patent application.

 

 

3.

Licensee wishes to develop, manufacture, market and distribute its own specialized Xanthan   products within the agreed territory and to the agreed market segment.

 

 

4.

The parties wish to identify the basic terms of formal licensing documentation to be prepared and entered into between them as will achieve their respective intents and result in Licensee having access to all or part of the intellectual property of the Licensor upon agreed terms.

 

 

5.

It is proposed that all agreements be finalized and signed not later than June 31, 2014.

 


 

 

Page 1 of 6

Letter of Intent

© FracFlow Biotechnologies LP

Commercial – in- Confidence

 

 

 

 


 

FracFlow Biotechnologies LP

 

 

 

 

 

 


PRELIMINARY LEGAL CONSIDERATIONS


 

 

6.

This Letter of Intent is not to be read or regarded as creating legally binding obligations between the parties. It is not capable of giving rise to any ground for a party to institute legal proceedings of any kind against another party other than to enforce any obligation of confidentiality.

 

 

7.

By signing this Letter of Intent, the parties signify their unqualified intention to proceed without delay to give  effect  to  their  expressed  intentions  by  negotiating  and  preparing  licensing  and  other documentation for approval by their respective Boards and subsequent signing.

 

 

8.

The legal relationship between the parties is entirely that of independent contractors. No partnership or joint venture or agency or relationship other than that of independent contractor shall come into existence at any time.

 

 

9.

Each party will provide at closing a legal opinion from a competent senior lawyer in its place of registration that the transaction and each part thereof does not contravene any relevant law binding on that party.

 

 

 

 


FORMS OF LICENSE


 

 

10.

The form of license to be granted by the Licensor will either be:

[ a ]        Foundation license granting exclusivity;

[ b ]        General license granting no exclusivity.

 

 

 

11.

The scope of the license granted by the Licensor will either be:

 

 

[ a ]

Market license covering specific market segments within named countries only as specified in Annexure ‘A’ hereto;

 

 

[ b ]

Territory license covering only all market segments within named countries as specified in Annexure ‘A’ hereto;

 

 

12.

In all cases, the license term is to be yearly until expiry of the patent expiry held by the Licensor in that country and is terminable by the Licensee with twelve (12) months notice.

 

 

 


FINANCIAL TERMS


 

 

13.

Upon execution of a licensing agreement between the Parties the Licensee will pay the Licensor the following license fees for the territory:

 

[ a ]        Implementation fee of $500,000 payable upfront;

 

[ b ]        License fee of $500,000 payable yearly;

 

 

 

 

 

 

Page 2 of 6

Letter of Intent

© FracFlow Biotechnologies LP

Commercial – in- Confidence

 

 

 

 


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