Sample Business Contracts

Consulting Agreement - OccuLogix Corp. and Hans K. Stock

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                              CONSULTING AGREEMENT

            THIS AGREEMENT (the "Agreement") is made by and between OccuLogix
Corporation, a Florida Corporation (the "OccuLogix"), and Dipl. Ing. Hans K.
Stock, an individual living in Germany ("Stock").

            WHEREAS, Stock seeks to assist OccuLogix in procuring a license (the
"License") to US patent 6,245,038 issued June 12, 2001 (the "Patent") from Prof.
Dr. Helmut Borberg and or Prof. Dr. Richard Brunner, both individuals living in
Germany and both listed as inventors in provisional US patent application
60/034,909 (the "Inventors") which is the parent and domestic-priority
application of US letters patent 6,245,038 issued June 12, 2001, and

            WHEREAS, OccuLogix desires to acquire the License to the Patent and
requests Stock's assistance in procuring said License.

            NOW THEREFORE, in consideration for the Retainer and Consulting
Payments as described below, and other good and valuable consideration, the
Parties enter into this Consulting Agreement in accordance with the terms set
forth below.

1.    Representation by Stock. Stock warrants that he is a natural person living
      in Germany who, along with Prof. Dr. Richard Brunner and Prof. Dr. Helmut
      Borberg, is listed as an inventor in provisional US patent application
      60/034,909 which is the parent and domestic-priority application of US
      letters patent 6,245,038 issued June 12, 2001.

2.    Representation by OccuLogix. OccuLogix represents that it is a bona fide
      corporation in good standing in Florida.

3.    Patent Rights. Shall mean any and all of the rights, title, ownership and
      interests in and to US letters patent 6,245,038 and any and all
      inventions, modifications, continuations-in-part, extensions, divisions,
      improvements, etc., in any and all areas that relate directly to the
      Patent, regardless of whether such inventions or improvements are
      patentable or may become patented; It is expressly agreed that any and all
      such inventions, modifications, continuations-in-part, extensions,
      divisions, improvements, etc. shall automatically be incorporated herein
      without the payment of any additional fees, royalties or any other
      compensation or considerations of any kind.

4.    Consulting Retainer Payments. OccuLogix agrees to pay Stock Fifty Thousand
      Dollars ($50,000 USD) annually as an advance and credited against any and
      all Consulting Payments paid in accordance with this License. Such
      Consulting Retainer Payments shall be paid to Stock in equal payments of
      Twelve Thousand Five-hundred Dollars ($12,500 USD), made quarterly, on or
      before the expiration of Forty-five (45) days after the reporting close of
      each prior calendar quarter. The initial payment of Twelve Thousand
      Five-hundred Dollars ($12,500 USD) shall be due and payable within
      Forty-five (45) Days of the Effective Date herein.



5.    Consulting Payments. OccuLogix agrees to pay Stock a total of One Percent
      (1.0% USD) of Total Net Revenues that OccuLogix receives from the bona
      fide commercial sales of its Products sold in reliance and dependence upon
      the validity of the Patent's claims and of the Patent Rights in the
      Territory. All payments due hereunder shall continue until the termination
      of the Agreement, to Stock, his assigns, heirs, or otherwise; even in the
      event of Stock's death.

6.    Accounting and Timing of Royalty Payments. Upon making each Royalty
      Payment, Licensee shall provide Stock with a summary of the accounting
      used to determine the amount of Royalty Payment due. Royalty Payments
      shall be made by wire transfer and shall be computed on Total Net Revenues
      received by the Licensee by the reporting close of each calendar quarter
      and distributed and paid to Stock and on a quarterly basis, on or before
      the expiration of Forty-five (45) days after the reporting close of each
      prior calendar quarter.

7.    Territory. Shall mean the United States and any other jurisdictions
      subject to recognizing any valid claims of the Patent or of the Patent

8.    Total Net Revenues. shall mean total gross revenues less any discounts,
      rebates, shipping costs, handling costs, transportation insurance costs,
      importation fees, and duties on any and all Products sold by the Licensee
      in the Territory and which are sold in reliance upon and specifically used
      in accordance with or subject to any of the valid claims of the Patent.

9.    Records. OccuLogix agrees to keep complete and correct books, accounts and
      records according to Generally Accepted Accounting Principles (GAAP)
      regulations to facilitate computation of Royalty Payments. Stock, or his
      representatives acceptable to OccuLogix, shall have a full right of
      accounting including the right to confidentially examine OccuLogix's books
      and records, at all reasonable times and upon reasonable notice, for the
      purpose of verifying the amount of Royalty Payments due.

10.   Products. Shall mean any of the Licensee's products, goods or technologies
      sold to unaffiliated third parties in the Territory for the purposes of
      providing extracorporeal therapies for the treatment of the ophthalmic
      diseases as defined by any valid claim(s) of the Patent. In this case,
      Licensee's sale of extracorporeal filters and tubing sets for use in any
      and all ophthalmic indications.

11.   Term. The Royalty Payments shall be due to Stock beginning with the first
      bona fide commercial sale of any Product in the Territory and shall
      terminate upon the first of any of the following three events to occur: a)
      All patents of the Patent Rights expire, b) All patent claims of the
      Patent Rights are invalidated, or c) A similarly fashioned competitive
      extracorporeal product, method or technology is commercially introduced in
      the Territory for use in ophthalmic indications that could not be deterred
      by best-efforts enforcement/infringement proceedings brought by Licensee
      against the competitive product, method or technology where such
      proceedings are made in reliance in full or in part upon the Patent's
      claims and or the Patent Rights.



12.   Relationship of the Parties; Indemnification. It is agreed that this
      Agreement does not make either Party herein a general or special agent,
      legal representative, subsidiary, joint venturer, partner, employee or
      servant of the other Party herein for any purpose.

13.   Breach and Disputes. Any breaching Party shall have Thirty (30) Days from
      the date of notification to cure such breach. Any dispute between the
      Parties to this Agreement shall be resolved through binding arbitration,
      which shall be governed under the rules and regulations of the American
      Arbitration Association.

14.   Forum, Venue and Governing Law. This Agreement shall be governed and
      interpreted under Delaware law (without applying its conflict of law
      principles). Exclusive venue for legal proceedings arising hereunder shall
      be in Hillsborough County, Florida.

15.   Entire Agreement. This Agreement supersedes any prior understanding that
      may have been reached between the Parties and encompasses the entire
      agreement between the Parties with respect to the Patent and the Patent
      Rights. The terms of this Agreement are confidential and shall be
      maintained by the Parties in accordance thereby.

16.   Modification. This Agreement cannot be modified except in writing executed
      mutually between the Parties.

            IN WITNESS WHEREOF, the Parties have signed and executed this
Agreement and have caused this Agreement to become effective as of the Effective
Date last executed below.


By:        Richard Davis                               /s/ Hans Stock
    ___________________________                _________________________________

Title:    President and CEO

Date:       June 25, 2002                      Date:       June 25, 2002
      _________________________                       __________________________