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Exhibit 10.1
LICENSE
AGREEMENT
AGREEMENT
made and entered into on this 25th day of September, 2006 by
and between Single Crystal Technologies, Inc, a corporation
organized and existing under the laws of Arizona, having
offices and doing business at 4952 East Encanto Street, Mesa,
Arizona 85205 (Hereinafter referred to as
“Licensor”), and CRC Crystal Research Corporation
a corporation organized and existing under the laws of Nevada,
having offices and doing business at 4952 East Encanto Street,
Mesa, Arizona (Hereinafter referred to as
“Licensee”).
WITNESSETH
WHEREAS,
Licensor posses certain intellectual property rights relating to
certain P roducts
and has developed certain machinery and apparatus for the
manufacture of the Products;
WHEREAS,
Licensor has agreed to grant Licensee certain rights to
manufacture, use and sell the Products in the Licensed
Territory for the life of this Agreement, and to avail itself
of Licensor’s technical know-how and skill in the said
manufacture under the terms and conditions as set forth
herein;
WHEREAS,
Licensee desires to use and sell the Products in other
countries, to use Licensor’s intellectual property
rights and to avail itself of the technical know-how and skill
of Licensor in the said manufacture, use and sale of the
Products upon the terms and conditions as set forth in this
Agreement;
NOW THEREFORE, in
consideration of the mutual covenants and promises contained
herein, the parties do hereby agree as follows:
Article
I: Definitions
As
used above and throughout this Agreement, the following terms
shall have the meanings as hereinafter defined:
(a)
“Products” shall mean Scintillation Crystals, Well
Logging Assemblies, Scintillation Crystal late Assemblies and
Gamma Camera Plate Assemblies manufactured in accordance with
intellectual property rights of Licensor.
(b)
“Intellectual property rights” shall mean patents,
applications for patents, reissues, renewals, extensions,
divisions, and patents of addition relating to the
Products.
(c)
“Know-how” shall mean all technical information
designs and data relating to the manufacture of the Products
presently owned by Licensor or acquired by the parties hereto
and/or the affiliated company of Licensee during the life of
this Agreement.
(d)
“Licensed Territory” shall mean the United States
and countries in the North American Free Trade Area (NAFTA),
Canada and Mexico, Central and South America, Europe, Asia,
Australia and New Zealand and the remainder of the
world.
(e)
“Affiliated Company” shall mean any company or
entity of which fifty percent (50%) or more of its voting
shares, quotas or other interest is owned or controlled
directly or indirectly by Licensee or any company or entity of
which Licensee owns or controls all the voting shares, quotas,
or other interest not owned or held by local nationals as a
result of the requirements of local laws or
policy.
Article
II: Grant
(a)
Licensor hereby grants to Licensee the non-exclusive right to
use and employ Licensor’s intellectual property rights
related to the Products and to manufacture, use and sell
theProducts in the Licensed Territory.
Article
III: Technical Assistance and Know-How
(a)
Licensee may from time to time at its own expense send such of
its technically qualified specialists to the manufacturing
plant of Licensor to obtain such instructions, information and
data as may reasonably by necessary for the manufacture of the
Products by Licensee. The number of such qualified specialists
and the time when they shall be sent shall be arranged from
time to time with the consent of Licensor. The length of visit
of the said qualified specialists shall be limited in each
case to such times as the parties shall first agree is
necessary for their instruction. Such qualified specialists
shall at all times remain in the employment of
Licensee.
(b)
Licensor shall assist Licensee in preparing the factory layout
and plant facilities for the manufacture of the Products in
the Licensed Territory, and from time to time during the life
of this Agreement shall send at Licensee’s request and
within a reasonable time thereafter such of its technicians as
may be available to assist Licensee in preparing the factory
layout and plant facilities for the manufacture of the
Products in the Licensed Territory, and to instruct Licensee
in the use and application of the secret processes,
intellectual property rights and knowhow to the manufacture of
the Products. Such technicians shall remain at the disposal of
Licensee for such period or periods as Licensor shall deem
necessary.
(c)
Licensee shall pay for the services of the technicians
supplied by Licensor in accordance with Paragraph (b) of this
Article at the rate of U.S. $1,500 per day or part thereof
from the time of the departure of such technicians from
Phoenix, Arizona until the time of their return thereto.
Licensee shall likewise pay and/or reimburse Licensor for all
of the expenses of the said technicians in providing the
services as aforesaid, including all charges of traveling, and
all living costs incurred by such technicians during their
absence from Phoenix, Arizona in rendering the services in
accordance with Paragraph (b) of this Article.
(d)
Licensor shall supply Licensee with the Products in such
quantities and upon such terms as the parties shall agree
pending the start-up of the Licensee=s facilities for the
manufacturing of the Products in the Licensed
Territory.
Article
IV: Development of Intellectual Property Rights and
Know-How
(a)
Licensor hereby agrees immediately to communicate to Licensee
any improvements, modification, further invention and design
it may discover, make or develop with respect to the secret
processes, intellectual property rights or know-how pertaining
to the manufacture, use and sale of the Products, and shall
fully disclose to Licensee the nature and manner of applying
and utilizing such improvements, modifications, further
inventions or designs.
(b)
Licensee hereby agrees immediately to communicate to Licensor
any
improvements,
modification, further invention and design it may discover,
make or develop with respect to the secret processes,
intellectual property rights or know-how pertaining to the
manufacture, use and sale of the Products, and shall fully
disclose to Licensor the nature and manner of applying and
utilizing such improvements, modifications, further inventions
or designs.
(c)
(i) If, during the life of this Agreement, Licensor shall
discover, make or develop any improvement, modification,
further invention or design required to be disclosed to
Licensee as aforesaid, Licensor may at its own expense file
applications for letters patent in the United States, or take
other necessary legal steps to protect such improvements,
modifications or further inventions as it shall determine.
Upon issuance of such letters patent or the acquisition of
such legal rights, Licensor shall thereupon grant to Licensee
for the remaining term of this Agreement, without additional
charge or royalties, the right to make, use and sell the
Products under the said improvements, modifications, further
inventions or designs covered by the said letters patent or
other legal protection. The right so granted to Licensee shall
be exclusive with respect to the Licensed
Territory.
(ii)
If, during the life of this Agreement, Licensee shall wish to
have patent protection
in countries other than the United States, Licensee shall
report those countries to Licensor and shall pre-pay Licensor
the cost of securing patents in those countries in
Licensor’s name, after first receiving estimates from
Licensor.
(d)
If, during the life of this Agreement, Licensee shall discover
any improvements, modifications,
inventions or designs required to be disclosed as aforesaid
Licensee shall assign rights in those improvements,
modifications, inventions or designs to Licensor. Licensor
shall thereupon grant to Licensee for the remaining term of
this Agreement, without additional charge, the exclusive
rights related to the improvements, modifications, inventions
or designs, under the terms of this Agreement.
(e)
In the event that Licensee or any of its affiliated companies
shall acquire any technical information, data, processes,
formulae or patent rights from third parties pertaining to the
manufacture, use or sale of the Products, Licensee shall use
its best efforts to secure the additional
right to permit Licensor to manufacture, use and sell under
such technical information, data, processes and
patents.
(f)
The parties hereby agree that all renewal fees and the cost of
all such actions and things as may be necessary to maintain
and keep effective the letters patent referred to in this
Article shall be borne by the Licensee who has rights in the
Licensed Territory under this Agreement.
(g)
In the event of any action for infringement or institution of
any proceedings for the
revocation of any industrial property rights of letters patent
owned by Licensor under which Licensee shall have been granted
an exclusive right to make, use and sell the Products,
Licensee shall be responsible, at its own expense and in its
own name, to prosecute such actions or defend such
proceedings. Licensor shall, at its option, assist Licensee in
such actions or proceedings, and shall lend its name to such
actions or proceedings if required by Licensee. If Licensee
shall elect not to bring any action for infringement or defend
any proceedings for the revocation of any industrial property
rights or letters patent as aforesaid, Licensor may bring such
action or defend such proceedings in its own name and recover
its costs from Licensee. L
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