Exhibit 10.35
February 13, 1998
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Longport Inc.
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Dear ▇▇▇,
As agreed, I have drafted the below Letter of Understanding for your
review.
LETTER OF UNDERSTANDING
BETWEEN
GWR MEDICAL, L.L.P. AND LONGPORT INC.
On February 6, 1998 ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇,
representing GWR Medical, L.L.P. (GWR) and ▇▇▇ ▇▇▇▇▇▇▇▇▇ representing Longport
Inc. (LPI), with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ present, hold discussions as follows.
Whereas, LPI has an unique, high frequency ultrasound scanner (HFUS) which they
want help to market the Medical Marketplace and, whereas GWR Is currently
manufacturing and marketing THBO Products Into the Wound Care Medical
Marketplace and has a strong national distribution organization capable of
marketing the LPI high frequency ultrasound scanners; the parties concluded that
is in their mutual Interest to form an Alliance subject to the below terms and
conditions:
1. TERM. Ninety (90) days, beginning February 1, 1998. Both parties agree to
work together, In good faith, to advance the business Interests of the Alliance.
It is expected that the 90 day period is a minimum and that the parties will
continue to work together, provided it is In their mutual beat interests.
2. GWR will have the exclusive rights to market LPI's high frequency ultrasound
scanner into the THBO marketplace.
3. In consideration of above, LPI will be paid $2,000 per month not for the
month of February, 1998 due by February 28, 1998; $3,000 for the month of March,
1998 due March 15, 1998; and $4,000 for the month of April, 1998 due April 15,
1998.
4. LPI agrees to make available to GWR on an "As Needed" basis, subject to
coordination by both entities, a high frequency ultrasound scanner during the
month of February at no additional cost Beginning March 1, 1998 LPI agrees to
make available to GWR for their use in training and marketing the device, a high
frequency ultrasound scanner at no cost.
5. You advised that LPI is developing a five (6) minute Medical Documentary an
the HFUS to be aired on PBS television as a videotape production. You offered to
provide GWR an opportunity to customize this videotape for GWR's use. GWR will
develop an "Introduction" and a "Closing" message, which are subject to LPI's
approval, which will not be unreasonably withhold. LPI will furnish GWR with, a)
a copy of the 5 minute Medical Documentary of the HFUS (minus an Introduction or
a Closing), and b) the right to add their Approved "Introduction and "Closing"
messages to their customized tape. GWR will only be entitled to exercise this
right if both parties agree to continue the term of this Alliance Agreement
beyond April 30, 1998.
6. If you agree with this letter of Understanding Agreement please sign in the
proper signature block below the two (2) originals, and return both to me. After
receipt, I will sign and return one original to you.
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Managing Partner President
GWR Medical, L.L.P. Longport Inc.