Sample Business Contracts

Agreement - OccuLogix Corp. and Hans K. Stock

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                         2002 OCCULOGIX/STOCK AGREEMENT

            THIS AGREEMENT, dated this 21st day of February, 2002, is entered
into by and between HANS K. STOCK, of Wullnerstrasse 145, 50935 Koln, Germany,
and OCCULOGIX CORPORATION, a Florida corporation with offices at 612 Florida
Avenue, Palm Harbor, Florida 34683 ("OCCULOGIX").

            NOW THEREFORE, for good and valuable consideration, the parties
hereto agree as follows:


      exclusive sales, marketing and distributorship agreement (effective
      December 31, 2001) between OCCULOGIX and ASAHI for Asahi's Rheolfilter and
      Plasmaflo products to be used in the treatment of AMD and other ophthalmic


      A.    The DISTRIBUTOR AGREEMENT between OCCULOGIX and ASAHI has been
            executed and is operative.

      B.    The DISTRIBUTOR AGREEMENT was procured with the assistance of STOCK.


      STOCK has heretofore assisted OCCULOGIX in procuring the DISTRIBUTOR
      AGREEMENT. The parties desire that STOCK further assist OCCULOGIX in
      procuring new product lines from ASAHI for marketing and distribution by
      OCCULOGIX. Accordingly, STOCK hereby agrees to assist OCCULOGIX, in the
      capacity of an independent contractor, to obtain new product lines from
      ASAHI which will be reduced to writing and upon terms which are fully and
      completely agreeable with OCCULOGIX. Such agreement shall provide, to the
      extent OCCULOGIX deems necessary, for unlimited access by OCCULOGIX to
      technical and clinical data and information relating to the product or
      products at issue. To the extent that STOCK is in possession of such
      technical and clinical data and information, he agrees to allow OCCULOGIX
      unlimited access thereto. To the extent that ASAHI or any other third
      party is in possession of such data and information, STOCK agrees to
      assist OCCULOGIX in the procurement thereof.


      A.    OCCULOGIX remains obligated to pay royalties to STOCK for his
            assistance in procuring the DISTRIBUTOR AGREEMENT. OCCULOGIX shall



            pay to STOCK a 5% royalty on the purchase price from ASAHI for all
            products procured pursuant to the DISTRIBUTOR AGREEMENT. Such
            royalty payments shall be payable through the duration of the
            DISTRIBUTOR AGREEMENT but not thereafter except by written agreement
            of the parties.

      B.    All such royalty payments to STOCK shall be made in U.S. dollars
            within forty-five (45) days after the previous business quarter,
            accompanied by a full accounting of product purchases during such
            business quarter.

      C.    The right of STOCK to receive all such royalty payments shall
            survive the death of HANS K. STOCK and shall become a receivable of
            STOCK's estate until the termination of this Agreement.

      D.    If the DISTRIBUTOR AGREEMENT is extended or renegotiated at the end
            of their current term and OCCULOGIX requires STOCK's assistance in
            formulating that agreement, the royalty payments shall be negotiated
            with STOCK in a separate agreement at that time.

      E.    If the exclusivity of the DISTRIBUTOR AGREEMENT is terminated by
            ASAHI during the terms of said agreements, the obligation of
            OCCULOGIX to pay royalties to STOCK shall be terminated as well.
            OCCULOGIX shall be responsible for the payment of royalties to STOCK
            up to the day of the termination of exclusivity.


      A.    In the event that OCCULOGIX fails to perform its obligations under
            this Agreement, STOCK shall have as its exclusive remedy recovery of
            unpaid royalties provided that STOCK is entitled to recovery of same
            pursuant to the terms set forth above.

      B.    In the event that STOCK fails to comply with the terms of this
            Agreement, OCCULOGIX shall have as its exclusive remedy recovery of
            all ascertainable damages for interference with or impeding the

      C.    The parties hereto hereby stipulate and agree that this Agreement
            shall be governed and construed exclusively by the laws of the State
            of Florida and, in the event of suit, venue of such proceeding shall
            be in the Circuit Court for Pinellas County, Florida. The prevailing
            party in such suit shall have the right to recover attorney's fees
            through any appeal. This Agreement shall inure to the benefit of any
            successor in interest to OCCULOGIX whether by merger or otherwise;
            but the parties agree and stipulate that there are no other
            attendant or incidental beneficiaries to this Agreement.


      This Agreement constitutes the entire understanding of the parties hereto
relating to the subject matter hereof and supersedes all prior agreements or
understandings with respect to the



subject matter hereof among the parties. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with the written consent
of each of the parties hereto. Any such waiver does not imply or express that
any other similar or dissimilar waiver shall be granted or agreed to by the

          HANS K. STOCK
                                              By:    Rick Davis
                                              Its: Chairman, President and CEO

Signed, sealed and delivered in the presence of:

As to STOCK:                                      As to OCCULOGIX:

Date:  February 21, 2002                    Date:  February 21, 2002
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/s/ Beatrice Birkhole                       /s/ John Cornish
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[signature, Witness]                        [signature, Witness]

             Beatrice Birkhole                    John Cornish
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[typed/printed name]                        [typed/printed name]

Address:                                    Address:
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/s/ Angelina KimKar                         /s/ Susan B. Howard
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[signature, Witness]                                 [signature, Witness]

             Angelina KimKar                     Susan B. Howard
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[typed/printed name]                        [typed/printed name]

Address:                                    Address:
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