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LICENSE AGREEMENT
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AGREEMENT made between Wellington Group Holdings Pty Ltd with a
mailing
address of 10 Wellington Street. St. Kilda Victoria 3182
Australia (Licensor)
and Cranston Inc., with a mailing address of 14 Bond Street
Suite 296, Great
Neck, N.Y. 11021 ("Licensee").
RECITALS
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WHEREAS, Licensee wishes to obtain the right to market a Hair
growth
inhibiting formulation ("Formula") along with the use of
clinical trial
information ("Clinical Information") associated thereto
(collectively, the
"Product") more specifically described in Exhibit A), nationally
and
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internationally by direct marketing, infomercial, telephone
solicitation, and by
website; and
WHEREAS, Licensor owns rights to the Product; and has all of the
necessary
rights and authority to grant the license which is the subject
matter of this
agreement.
WHEREAS, Licensor is willing to license the Product to the
Licensee under
the terms and conditions set forth below.
AGREEMENT
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NOW THEREFORE in consideration of the mutual promises contained
herein and
other good and valuable consideration the sufficiency and
adequacy of which is
hereby acknowledged, the parties agree as follows:
1. License. Licensor grants Licensee a license in the
Product,
Licensee accepts the license from Licensor. The License shall
include the
following rights and restrictions:
a. Licensee will have the exclusive worldwide right to market
the
Product nationally and internationally by direct marketing,
infomercial,
telephone solicitation, and via Internet sales.
b. The parties expressly agree that Licensee shall not have
any
right, title, or interest in Licensor's formulas, methodology,
empirical data,
or other trade secrets except to the extent provided by this
Agreement.
2. Fees. Licensee shall pay to Licensor, a licensing fee ("Fee"
or
"Fees") for the license and use of the Product as set forth
below.
a. Per Unit Basis. Licensee shall purchase all Product from
Licensor at a $(Confidential Treatment Requested) price per
unit. It is
expressly understood by both parties that the licensing fee for
Product is
incorporated into the price of Product.
b. Minimum quantity. The minimum order quantity for the
initial
order of Product is 10,000 units. The minimum order quantity for
all subsequent
orders is 25,000 units.
c. Initial Fee Payment. Licensee shall pay and deliver to
Licensor, $20,000 (50% of the $40,000 due for the initial
order). The License
set forth herein shall not be deemed effective unless and until
Licensor is in
receipt of this $20,000 payment.
d. Subsequent Payment for Initial Order. A subsequent payment
of
$20,000 shall be received by Licensor prior to delivering
initial order to
Licensee,
e. Late Payment, Penalty. In the event Licensee has not paid
Fees
within sixty (60) days of their billing, Licensor or the
Certified Manufacturer
may make a demand for fees upon written notice to Licensee.
Licensee shall have
fifteen (15) days from the date of written notice to pay such
outstanding Fees.
Licensee's failure to pay Fee's after the expiration of fifteen
(15) days from
Licensor's written notice shall be cause for Termination as set
forth in Section
13. Licensee agrees that Fees are not subject to any right of
counterclaim or
<PAGE>
offset.
f. Payment Type - All purchases and payments for product or
fees
will be made via wire transfer to the following account:
Bank Name: National Australia Bank Limited
Account Name: Wellington Group Holdings Pty Ltd
Account No: 86-595-2254
Branch No: 023-155
3. Term. The term of this License Agreement will continue so
long as
Termination is not declared as set forth in Section 13
herein,
5. Use of Clinical Information. The licensee shall have the
non-exclusive right to use the Clinical Information developed in
pilot clinical
trials performed for the Licensor. The use of the Clinical
Information is
limited only to the Formula and shall not be used by Licensee
with any other
product without the express written consent from Licensor. The
Licensor makes no
representations or warranties whatsoever concerning the data
derived from tile
clinical trials or any claims whatsoever regarding the Product's
performance but
warrants that all trials were legitimately conducted. The use of
clinical trial
data shall be subject to the Licensee's assumption of risk as
act forth in
Section 8 of this Agreement. The use, marketing or application
of the Clinical
Information for any other purpose other than for the marketing
of the Formula
shall be cause for Termination as set forth in Section 13.
6. Protection of Trade Secrets. "Trade Secret" means other
scientific
or technical information, design, process, procedure, formula,
or improvement
relating to either the Product, operation or the assets of the
Licensor and/or
Certified Manufacturer that is valuable and not generally known
to competitors
of the Licensor, including but not limited to, the specialized
information and
technology the Licensor may have with respect to the design,
manufacture,
capabilities, and performance of the Product or services of the
Licensor. The
Licensee hereby acknowledges that the Product contains valuable
Trade Secrets of
the Licensee. The Licensee hereby expressly covenants and agrees
that it shall
not reverse engineer or otherwise attempt to discover the Trade
Secrets in the
Product for any purpose whatsoever. The parties acknowledge that
no such trade
secrets have been reveled in this document. The covenant shall
survive
indefinitely the termination of this Agreement. The Licensee
acknowledges that
a violation of this covenant would irreparably harm the Licensor
and that if it
were violated, the Licensor would not have an adequate remedy at
law and that
Licenser shall be
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