Exhibit 10.4
REPAYMENT AGREEMENT
BETWEEN
TENSIODYNE SCIENTIFIC
CORPORATION
AND
THE TRUSTEES OF THE UNIVERSITY OF
PENNSYLVANIA
This Repayment
Agreement is made between Material Technology, Inc. ("MATECH") and
the Trustees of the University of Pennsylvania ("PENN") in
reference to the Sponsored Research Agreement effective October 15,
1993 ("SRA") between Tensiodyne Scientific Corporation ("SPONSOR")
and PENN and is made effective as of the date of the last signature
executing this Repayment Agreement.
BACKGROUND
WHEREAS,
pursuant to the terms and conditions of the SRA, SPONSOR agreed to
sponsor the research of Dr. Campbell Laird of PENN's School of
Engineering in fatigue properties of metals by payment of costs
incurred in such research in an amount of $200,000
("OBLIGATION").
WHEREAS,
SPONSOR has not made payments as required under the SRA.
WHEREAS,
Material Technology, Inc. ("MATECH"), is a successor as of February
1994, to SPONSOR's business, and therefore, is obligated to perform
the obligations of SPONSOR under the SRA and this REPAYMENT
AGREEMENT thereto.
WHEREAS,
neither SPONSOR nor MATECH has made payments on
OBLIGATION,
WHEREAS, PENN
and MATECH wish to provide for the repayment of the OBLIGATION on
the following terms:
NOW, THEREFORE,
the parties agree as follows:
1. Unless otherwise defined in the
Repayment Agreement, all capitalized terms shall have the same
meaning as set forth in the SRA.
2. MATECH hereby represents and
warrants that it is the lawful successor to LICENSEE's rights and
obligations under the AGREEMENT.
3. MATECH agrees that the amount
outstanding and due to PENN under the SRA is
$200,000.00.
4. MATECH shall pay the OBLIGATION in
accordance with the following terms:
5. The entire obligation with accrued
interest shall be paid to PENN no later than four (4) years from
the date of the last signature executing this AGREEMENT.
6. In the event that MATECH secures
any proceeds in the form of an equity investment, debt, or any
other capital with the exception of funds provided by any public
sector entity ("FUNDING"), MATECH will immediately remit to PENN
30% of such FUNDING until OBLIGATION is paid in
full. However, such remittance to PENN will be
subsequent to the first $150,000.00 of such FUNDING raised by
SPONSOR after the date of the last signature executing this
AGREEMENT. The
