Limited Exclusive License
Made
this 7th day of July, 2005 between Neuralstem, Inc. (NS) and High Med
Technologies, Inc. (HM).
Whereas
NS is the owner of certain neural stem cell technology, described more fully
on
exhibit A attached hereto and incorporated by reference herein,
and;
Whereas
NS desires to contract with HM for services relating to sales, distribution
and
marketing of its cells for limited purposes, and;
Whereas
HM desires to provide these services under the terms and conditions of this
agreement, now therefore;
For
good and valuable consideration exchanged between the parties, the Parties
agree
as follows:
Term:
The term of the agreement shall be for 5 years. The term of the agreement
shall
be extended automatically to the life of the patent(s) shown in Exhibit A
when
the Annual Revenue Target for Year 5 set forth in Exhibit B has been
met.
Scope:
HM shall,
during the term of the agreement, have the exclusive right (outside of
Neuralstem itself) to create, manufacture, develop, sublicense, or offer
for
sale the Neuralstem Technology, described more specifically on exhibit A,
or
products created using Neuralstem Technology, solely for the purpose(s) of
research, and further limited to in vitro research that do not involve injection
of the cells or cell-derived materials into live animals or human beings.
It is
the express intent of the parties that HM may NOT knowingly create, manufacture,
develop, sublicense or offer for sale the Neuralstem Technology or products
created using Neuralstem Technology for research or research purposes where
the
cells and cell-derived materials will be used in whole or in part as a
therapeutics to treat a disease. HM shall promptly report to Neuralstem any
knowledge of a breach of this license limitation by a HM customer.
Limited
Exclusivity: During
the term of the agreement Neuralstem shall not enter into an agreement with
any
other entity which would allow the other entity to offer the technology
described in exhibit A, for the purposes covered by the scope of this agreement,
The parties acknowledge and agree that nothing in this agreement is meant
to
keep
Neuralstem itself, from making any kind of deal with any individual outside.
party for any use of any Neuralstem Technology. Neuralstem acknowledges that
it
has no current plans to establish a similar business "in house", nor to compete
with MI in this area during the term of the agreement.
Compensation:
During
the term of the agreement HM shall pay to Neuralstem the following:
80%
of any revenue obtained by HM from a license or other supply deal where HM
does
not have to manufacture and supply the product to the customer, where revenue
means the net proceeds received by HM from the sale of a license or a product
minus applicable sales tax, returns, discounts, third party sales commissions,
stacking royalties, and third party OEM supplies;
20%
of any revenue obtained by HM
from
a license or other supply deal where HM does have to manufacture and supply
the
product to the customer, where revenue means the net proceeds received by
HM
from the sale of a license or a product minus applicable sales tax, returns,
discounts, third party sales commissions, stacking royalties, and third party
OEM supplies;
In
cases where Neuralstem licenses or sells Neuralstem Technology within the
scope
of this agreement to a buyer who is or has been a customer of HM, Neuralstem
shall pay to HM 20% of any revenue obtained from the buyer.
Neuralstem
makes no representations or warranties with respect to the product, or
intellectual property related to the product and or its use. HM senior
management is fully aware of and informed on any and all intellectual property
issues surrounding the technology and assumes any risk related thereto, HM
shall
bear it's own legal costs with respect to any patent related litigation or
other
proceedings brought against HM.
Revenue
Targets: The
parties agree that in order for HM to maintain its limited exclusive license,
it
shall meet or exceed the revenue targets contained on Exhibit B hereto ("Annual
Revenue Targets") and incorporated by reference herein.
In
the event that HM does not meet Annual Revenue Target, Neuralstem shall have
15
days in which to notify HM that the exclusivity of its license is revoked.
Then
and in that event, HM shall continue to have a non exclusive license to provide
the same services and products, for the same scope of work, as contained
in this
license, for the remainder of the term.
In
the event that Neuralstem does NOT so notify HM, the exclusivity shall continue
and the next annual target year shall be assessed independently, not
cumulatively.
Sale
of HM: In
the event of a sale or other disposition of all or substantially all of the
assets of HM, or an event in which control of more than 50% of HM's voting
stock
changes hands, Neuralstem shall have the option of converting the license
to a
non
exclusive
license, or of taking a percentage of the sales proceeds as outlined on Exhibit
C hereto and incorporated by reference herein,
/s/
I. ▇▇▇▇▇▇▇ ▇▇▇▇
Neuralstem
Representative
I.
▇▇▇▇▇▇▇ ▇▇▇▇ President & CEO
Name and Title
Name and Title
July
8, 2005
Date
/s/
▇▇▇▇ ▇. ▇▇▇▇
High
Med Technologies Representative
▇▇▇▇
K, Johe President & CEO
Name
and Title
July
7, 2005
Date