| Exhibit
10.1 |
Conformed
Copy
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EXCLUSIVE LICENSE AND MANUFACTURING AGREEMENT
This
Agreement is effective as of April 1, 2006 (referred to herein
as the “Agreement”) by and between Ko-Myung Kim,
the inventor, a citizen of the country of Korea with his
principal place of business at 20-7 Chung-Dong, Kwacheon City,
Korea and Ketut Jaya, a citizen of Indonesia with his
principal place of business at JL Raya Bluru, Kidul No. 58,
Sidoarjo-Jawa, Timur, Indonesia 61251, collectively cited
herein “The Ketut Group” and Innovative Designs,
Inc., a Delaware Corporation with the main office located at
124 Cherry Street, Pittsburgh, Pennsylvania 15223, herein
referred to as “IDI”.
RECITALS:
WHEREAS,
“The Ketut Group” represents that it is the
exclusive owner, inventor, manufacturer and licensor of a
patented and proprietary technology relating to a low density
foamed polyethylene product known as Insultex hereinafter
referred to as the Insultex Technologies; and
WHEREAS,
IDI desires to develop, use, sell and market various products
and uses of Insultex Technologies including but not limited to
swimsuits, pillows and sleeping bags; and
WHEREAS,
IDI wishes to exclusively license the Insultex Technologies of
“The Ketut Group”, and “The Ketut
Group” desires to grant to IDI an exclusive license to
develop, use, sell, and market all applications of the
Insultex Technologies;
WHEREAS,
“The Ketut Group” is engaged in the manufacture of
Insultex and desires to exclusively manufacture and supply
Insultex to IDI for use in amounts sufficient to meet the
needs of IDI; and
WHEREAS,
IDI desires to purchase Insultex from “The Ketut
Group” from time to time as needed by IDI as set forth
herein.
WITNESSETH,
in exchange for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree
as follows:
ARTICLE I - DEFINITIONS
1.01
Insultex. “Insultex” means low density foamed
polyethylene product manufactured by the process referenced by
Korean patent # 0426429.
1.02
Insultex Technologies. “Insultex Technologies”
means all of “The Ketut Group’s” interest in
any proprietary information, patents, inventions,
developments, trade secrets, know-how whether present or
future, relating to all applications of the Insultex
Technologies for all commercial, industrial, governmental and
other uses without limitation.
1.03
Insultex Products. “Insultex Products” means any
item containing or made from Insultex or made using the
Insultex Technologies including but not limited to swimsuits,
cushions, pillows, sleeping bags, caps, hats, gloves, clothing
items, apparel and various industrial
applications.
1.04
Effective Date. The agreement is effective when duly signed by
the parties hereto.
1.05
Territory. “Territory” means all countries in the
world other than Korea and Japan.
1.06
Non-Territory. “Non-Territory” means Korea and
Japan.
1.07
The Ketut Group. “The Ketut Group” means The Ketut
Group, its affiliates or any individuals, corporations or
other institutions to which The Ketut Group’s ownership
and/or rights to, of or in the Insultex Technologies has been
transferred or assigned.
ARTICLE II - GRANT OF LICENSE, EXCLUSIVE RIGHT TO PURCHASE AND
EXCLUSIVE AGREEMENT TO MANUFACTURE
2.01
“The Ketut Group” grants to IDI the exclusive,
unlimited, irrevocable right and license, with the right to
grant sublicenses to third parties, to purchase, use, develop,
commercialize, market, have marketed, sell and have sold,
manufacture and have manufactured products related to or
utilizing Insultex or the Insultex Technologies whether
present or future, in the Territory.
The
License granted hereunder includes, but is not limited to the
following Patents:
| Country |
Patent Number
|
| Republic of Korea |
0426429
|
2.02
The Ketut Group further grants to IDI the exclusive rights to
any current or future inventions, improvements, discoveries,
patent applications and letters of patent which The Ketut
Group now controls and owns or hereafter may own or control
and which relate to the Insultex Technologies and to all
information and documents which The Ketut Group now owns or
controls, or hereafter may own or control and which relate to
Insultex Technologies.
2.03
The use of Insultex and the Insultex Technologies in the
Non-Territory shall be limited to manufacture of the Insultex
products in Korea and Japan and not for the purpose of
reselling product in bulk or for use in the manufacture or
retail of any product outside Korea and Japan.
2.04
The Ketut Group will pay all applicable patent expenses and
filing fees in all jurisdictions relating to the Insultex
Technologies whether present or in the future.
2.05
Patent Rights. The Ketut Group represents and warrants that
the patents relating to the Insultex Technologies are valid
and enforceable in the Territory, that the Ketut Group is the
sole and exclusive owner thereof in the Territory, that they
have the full right, power, and authority to enter into this
Agreement and to grant the rights, licenses and privileges
hereby granted to IDI, and to perform all of their obligations
hereunder.
2.06
The Ketut Group shall inform IDI of any and all improvements,
changes and information relating to the Insultex Technologies
as soon as practical after that information is made available
to the Ketut Group . This includes the status of all Insultex
related research and development efforts by the Ketut Group or
any of their affiliates. All improvements, changes and
information shall be promptly incorporated as part of this
Agreement.
2.07
The Ketut Group shall furnish to IDI, or its nominees, all
information required by IDI to commercialize and exploit
Insultex and the Insultex Technologies. The Ketut Group shall
not reveal the Insultex Technologies or any information to any
other person without written approval of IDI.
2.08
The Ketut Group shall promptly notify IDI if they learn of any
infringement of any patent rights respecting or pertaining to
the patents or Technology licensed hereunder or of any
unauthorized use of the Technology by any third
party.
2.09
The Ketut Group agrees to defend, at its own expense, all
infringement suits that may be brought against IDI or its
sublicenses based on or related to the manufacture, use, sale,
or marketing of products based on or using the patents,
information, or trademarks pertaining to Insultex or the
Insultex Technologies. In the event any information is brought
to the attention of the Ketut Group that others are infringing
any rights granted pursuant to this Agreement, the Ketut Group
shall, at its own expense, diligently prosecute all such
infringers. In any on the foregoing suits, IDI may, at the
Ketut Group’s expense, be represented by counsel of its
own choice.
2.10
The Ketut Group agrees to exclusively manufacture and sell
Insultex to IDI in such
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