Exhibit 10.21
LICENSE AGREEMENT
This License Agreement (the
“Agreement”) is made and entered into as of
November 24, 2008 (the “Effective Date”), by and
between LifeNet Health, Inc., having an address of 1864 Concert
Drive, Virginia Beach, VA 23453 (“LifeNet”), and RTI
Biologics, Inc., having an address of 11621 Research Circle,
Alachua, FL 32615 (“RTI”).
WHEREAS, ************;
NOW THEREFORE, for the mutual
promises, covenants, warranties, and agreements set forth in this
Agreement, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, LifeNet and RTI
(collectively, “the Parties”; singly,
“Party”) mutually covenant and agree as
follows:
DEFINITIONS
“Affiliate(s)” shall
mean, in relation to any Party hereto, any corporation or other
business entity presently or in the future controlled by,
controlling, or under common control with that Party including
(i) any subsidiary of a Party at least 50% of whose voting
interest are owned or controlled directly or indirectly by that
Party and (ii) any parent entity owning or controlling
directly or indirectly at least 50% of the voting interests of the
Party.
“Covered Technology”
shall mean (i) **********, including improvements and
modifications thereto, used by RTI or its Affiliates in the past,
present, or future; **********.
“LifeNet Patents” shall
mean (i) U.S. Patent Nos. **********, and any LifeNet owned,
controlled or future acquired domestic or international patent
related to **********, including improvements and modifications
thereto; and (ii) any continuation, continuation-in-part,
divisional, reissue, reexamination, application, extension or
renewal patent or application and foreign equivalent or counterpart
patent or patent application to any of the foregoing, including any
continuation, continuation-in-part, divisional, reissue,
reexamination, application, extension or renewal patent or
application claiming priority to any of the foregoing.
ARTICLE 1
LICENSE
LifeNet hereby grants to RTI and its
Affiliates, as well as their respective end users concerning RTI or
RTI Affiliate products and services or components thereof, an
irrevocable, perpetual, non-exclusive, worldwide license under the
LifeNet Patents including, without limitation, a license to make,
have made, import, export, use, offer to sell or distribute, and
sell or distribute the Covered Technology. With respect to
individuals or entities in the chain of distribution of RTI (or its
Affiliate(s)) products and services, LifeNet further grants a
limited license to those individuals and entities to the extent
reasonably necessary to carry out their tasks within the chain of
distribution. The term of the License is for seven (7) years
or the remaining life of any LifeNet Patent, whichever is
longer.
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The
presence of asterisks (*) indicates that Confidential portions
have
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been
omitted and filed separately with the Commission
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CONFIDENTIAL
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1
ARTICLE 2
PAYMENTS
2.1 Beginning on November 26,
2008, RTI shall owe LifeNet a total of Four Million Nine Hundred
Thousand U.S. Dollars and no cents (US $4,900,000.00) to be paid in
five annual installments of Nine Hundred Eighty Thousand U.S.
Dollars and no cents ($980,000.00). RTI and LifeNet agree that the
payment schedule for RTI’s payments to LifeNet is as follows:
November 26, 2008 ($980,000); November 25, 2009
($980,000); November 24, 2010 ($980,000); November 23,
2011 ($980,000); and November 28, 2012 ($980,000). Upon
payment of the full $4,900,000.00 to LifeNet in accordance with
this Article 2.1, all licenses, covenants, terms and conditions of
this Agreement shall be deemed paid in full. RTI may, in its sole
discretion, make prepayment(s) without penalty.
2.2 Payments shall be made via bank
wire transfer to:
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Bank:
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**********
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Account Name:
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**********
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Account Number:
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**********
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2.3 The Parties agree that the
aforementioned installments collectively represent consideration
for the Parties’ full releases, covenants, and License as set
forth in this Agreement and are not in any way representative of
the value of any or all of the LifeNet Patents.
ARTICLE 3
CONFIDENTIALITY/RESTRICTED
COMMUNICATIONS
3.1 The Parties agree that this
Agreement, including the rights granted hereunder **********, are
confidential (“Confidential Information”) and that the
Parties will not disclose, directly or indirectly, the terms of
this Agreement, other than to their attorneys, their accountants,
their tax preparers, their financial advisors, their employees or
agents who need to know in the course and scope of performing their
normal job functions, and lawful taxing authorities, or unless
otherwise required by law, by judicial process, or by any
securities regulations, or upon the other Party’s written
consent. With respect to disclosures of Confidential Information
pursuant to this Agreement, the Parties shall advise those to whom
the Confidential Information is disclosed as to the confidential
nature of said Confidential Information, and the Parties shall take
such commercially reasonable steps as necessary to ensure that
those to whom the Confidential Information is disclosed will
maintain its confidentiality to a degree at least as stringent as
provided for in this Agreement.
3.2 Notwithstanding Article 3.1
above, the Parties agree that either Party may disclose
(i) any facts publicly available as of the Effective Date, and
(ii) the terms of this Agreement as required by law or as
necessary in order to enforce the terms and obligations set forth
in this Agreement. In all other respects, the Parties shall keep
the terms of this Agreement confidential.
3.3 **********.