Agreement - OccuLogix Corp. and Hans K. Stock
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:
1. DEFINITIONS
ASAHI/OCCULOGIX DISTRIBUTOR AGREEMENT. ("DISTRIBUTOR AGREEMENT") -- An
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
diseases.
2. RECITALS
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.
3. STOCK'S PROCUREMENT OF ADDITIONAL PRODUCTS FOR OCCULOGIX
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.
4. ROYALTY OBLIGATIONS
A. OCCULOGIX remains obligated to pay royalties to STOCK for his
assistance in procuring the DISTRIBUTOR AGREEMENT. OCCULOGIX shall
henceforth
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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.
5. DEFAULT AND REMEDIES
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
DISTRIBUTOR AGREEMENT.
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.
6. ENTIRE 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
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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
parties.
OCCULOGIX
/s/ HANS K. STOCK
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HANS K. STOCK
By: Rick Davis
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Its: Chairman, President and CEO
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[title]
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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