This Royalty Agreement involves
Title: LICENSING AND ROYALTY AGREEMENT
LICENSING AND ROYALTY AGREEMENT
This Agreement is made March 12, 2015, by and between Zero Gravity Solutions, Inc. ("ZGSI" and/or "Party"), a Nevada . corporation, with offices at 190 NW Spanish River Blvd., Boca Raton, FL 33431 and John Wayne Kennedy ("JWK" and/or "Party") with offices located at 101 Beachside Drive, Stevensville, MD - 21666 and Patrick Kennedy ("PK" and/or "Party"), with offices located at 1409 E. Elliott Street Breckenridge, TX 76424. JWK and PK may be referred to jointly herein as ("the Kennedys", "Kennedy(s)") and all Parties herein may be referred to collectively as the Parties ("Parties").
WHEREAS, JWK has developed and is the owner of certain technologies, drawings and documentation containing trade secrets and know-how relative to specific applications of the intellectual Property in connection with "ALS SOD Ligand Formula" ("SOD"), (including patent application, number 14/244,084), specifically as, "COPPER/ZINC SUPEROXIDE DISMUTASE (SOD) FORMULATION FOR THE TREATMENT OF TRAUMAS INCLUDING AMYOTROPHIC LATERAL SCLEROSIS" and is, by this reference hereto, fully incorporated into and made a part of this Agreement (the "IP"); and
WHEREAS, JMK has the right to license such IP and any and/or any and all derivative or related products (the "Licensed Products") to ZGSI and ZGSI is desirous of licensing the rights to the IP (the "License"); and
WHEREAS, the License for and to all IP granted to ZGSI hereunder shall apply to any manufacturing, commercial opportunities and/or supply and/or research for products which may be researched and developed by ZGSI for (i) fertilizers, the nutrition and the fortification of plants is hereby granted to ZGSI; and (ii) for humans and animals such as the remediation of radiation of astronauts and other oxidative stress conditiOns discovered in a micro/zero gravity environment; and
WHEREAS, the Parties agree and understand that the IP has additional applications which are or may be licensed to other entities and that this exclusive license is for the applications listed herein.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties hereto, each intending to be legally bound hereby, do promise and agree as follows:
A. JWK hereby grants to ZGSI, under the terms of this Agreement, the exclusive worldwide and intergalactic rights to develop, manufacture, have made, use, sell, offer for sale, distribute, otherwise dispose of the IP and any and all products developed by the IP ("Licensed Products"), by any and all methods which ZGSI deems fit and appropriate to best serve the terms of this Agreement.
B. ZGSI is hereby authorized to represent and present, negotiate, conclude, close and finalize all sales of the Licensed Product to retailers, sub-licensees and any and all parties ZGSI deems fit and appropriate to best serve the terms of this Agreement.
2. TERM, TERMINATION & SURVIVORSHIP:
This Agreement and all provisions hereof, except and unless otherwise provided, in writing, shall be in full force and effect and shall extend for a term of Twenty five (25) years for the U.S. and all other worldwide markets. The effective date of this Agreement shall be the date first written above. At conclusion of the initial term, this Agreement shall automatically renew for two (2) year periods thereafter, unless terminated by either of the parties upon six (6) months prior notice.
In the event of any breach of any material provision of this Agreement, this Agreement may be terminated by either Party hereto, with sixty (60) days written notice to the other Party provided that, during the sixty (60) day period, the breaching Party fails to cure such breach, in which case ZGSI shall have six (6) months from the effective date of termination of this Agreement to sell any inventories of product existing, product already in production or on order as of said effective date of termination.
Should ZGSI choose to sell any or all of the IP, patent rights or other assets applicable to the operation of this Agreement, during the original term of the Agreement, the buyer shall have the option to continue this Agreement for its original term and the Kennedys shall retain the option to discontinue, renegotiate or terminate the Agreement for further renewals.
Should ZGSI, any successor or any division or sub-division of ZGSI, for any reason, become legally insolvent, bankrupt or prosecuted and found guilty of any criminal activity, this Agreement will be deemed null, void and terminated immediately but not before the License to ZGSI is canceled, in which case all rights and ownership of the IP and Licensed Products, revert back to JWK. No trustee, receiver or court of competent jurisdiction or other outside entity has or will have or hold any right or rights to transfer or convey, Should it be included or implicated in any legal action of any kind, JWK shall have first priority interest in all of the IP existing now or in the future, that are the subject of this Agreement, over all classes of ZGSI stockholders.
3. DUTIES AND OBLIGATIONS
A. Subject to all terms and conditions herein specified, ZGSI shall use its best efforts, during the term of this Agreement, to identify and secure financing and business arrangements for any Licensed Product developed under this Agreement, with distributors, retailers and/or other entities and to reasonably service such arrangements during the term thereof. ZGSI shall provide the Kennedys any and/or all annual forecasts and marketing plans as generated by ZGSI, its associates and/or any affiliates from commencement of this Agreement to ita expiration, unless otherwise agreed, in, writing.
B. For as long as the Kennedys are affiliated with ZGSI and/or any of its subsidiary companies or successor companies, JWK will endeavor to develop additional IP applicable to plant nutrition and fortification, for the remediation of radiation for astronauts and for other medical applications for astronauts. JWK will endeavor to develop additional technologies for the use described herein, that the parties may mutually agree are commercially viable to ZGSI and such technologies shall, by this reference, hereby be incorporated into and made a part of this Agreement. ZGSI shall use its best efforts, consistent with sound business practices, to maximize revenue generated from the exploitation of the rights granted hereunder and to enhance the value and reputation of the Products and/or technologies for the benefit of the Parties and for this Agreement.
C. ZGSI is responsible for maintaining accurate files, records and books reflecting all of ZGSI's research expenses and gross trade sales. JWK, at his own expense, shall have the right to examine, during regular business hours and upon reasonable notice, ZGSI's records relating to any and/or ZGSI revenues. In the event such an examination of ZOSI's records results in a determination that JWK has been underpaid, the amount of any deficiency, including interest at ten percent (10%) per annum and the cost of such examination (including all reasonable attorney and accounting fees incurred for such examination) shall be paid by ZGSI to the Kennedys in the quarterly Royalty statement following such examination.
4. RESEARCH, COMMITMENT & COMPENSATION:
In consideration for License wanted under this Agreement, ZGSI agrees to pay the following research expenses and provide to the Kennedys the following compensation:
A. ZGSI shall be responsible for its own marketing, overhead and manufacturing expenses, including but not limited to sa