TECHNOLOGIES CONTRIBUTION AGREEMENT
This
Technologies Contribution Agreement (this "Agreement") is entered into this
July 30, 2005 by and between:
NEUSOFT
MEDICAL SYSTEMS CO., LTD,
a
limited liability company incorporated under the laws of the P.R.C., with
registered offices at 11 Lane 3, Wenhua Road, Heping District, Shenyang 110004,
P.R.C. (hereinafter referred to as "NMS");
AND
POSITRON
CORPORATION,
a
limited liability company incorporated under the laws of Texas of the United
States of America, with its registered office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (hereinafter referred to as "Positron").
NMS
and
Positron may hereinafter be referred to individually as a "Party"
or
collectively as the "Parties".
WHEREAS,
each of Positron and NMS is active in researching, developing, manufacturing,
marketing and/or selling of PET;
WHEREAS,
the Parties seek to mutually benefit from each other's strengths, and intend
to
cooperate in the research, development and manufacturing of PET;
WHEREAS,
the Parties intend to form an equity joint venture company ("JV")
to be
called ________________ in Chinese and "Neusoft Positron Medical Systems Co.,
Ltd." in English, and entered into the Joint Venture Contract ("Joint
Venture Contract");
WHEREAS,
the parties agree that Positron will evaluate the technologies owned by it
and
listed in Appendix A ("Technologies")
and
will contribute such technologies to the JV as registered capital;
WHEREAS,
defined terms used herein shall have the same meanings as in the Joint Venture
Contract.
NOW,
THEREFORE, the Parties express their intentions as follows:
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Article
1
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Positron
hereby
represents and warrants that, the Technologies
are
owned by it and free from any mortgage, pledge or other third party
rights. Positron
hereby
warrants that it has all legitimate and full title to such Technologies,
and has the right to contribute the Technologies
to
the JV
as
registered capital pursuant to the terms and conditions under the
Joint
Venture Contract entered
into by the Parties.
Positron
has
effectively used the Technologies
at
the production facilities of its own or of its affiliates. Positron
warrants
that the technical documentation relating to the Technologies is
complete
and effective.
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Article
2
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Positron
shall
contribute a 451100 undivided interest in the Technologies
to
the JV
as
the registered capital of the JV.
Pursuant to the transfer the JV
shall
have the right to make, have made. use, sell or otherwise dispose
of
products, methods and processes under any and all such Technology,
without the consent dud without any obligation to account to Positron.
The Parties
agree
that the preliminary price of the Technologies
is
US$400,000 (the actual price will be based on the evaluation of the
Technologies
by
a qualified Chinese appraiser jointly retained by NMS
and
Positron.
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Article
3
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The
Parties
agree
that Positron
shall transfer the Technologies
(including
any relevant technical documentation) to the JV
within
10 days after the Establishment Date, and complete all the relevant
procedures for transfer and assignment. The transfer shall be consistent
with the terms of this Agreement and with the Joint Venture
Contract.
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Article
4
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For
the avoidance of doubt, the Parties
hereby
acknowledge that the JVs
and Positron's
joint ownership of the Technologies
shall
not give Positron
the
right to share the JV's
profits arising from its use of the Technologies.
However, Positron
may,
as a shareholder of the JV,
demand dividend distribution from the JV
according to Clause 17.3 (Profit Distribution) of the Joint
Venture Contract.
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Article
5
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As
joint owners of the Technologies,
neither JV
nor
Positron
shall
transfer its ownership to the Technologies
to
any third party without the prior written consent of the other
Party,
unless such consent requirement is waived by the other Party.
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Article
6
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This
Agreement
shall
become effective upon signing and shall terminate after the Technologies
transfer
procedures are finished. All other issues relating to the Agreement
shall
be handled according to the relevant provision of the Joint
Venture Contract between
the Parties.
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IN
WITNESS WHEREOF, Positron
and
NMS
have
caused this Agreement
to
be
duly executed on their behalf in the manner legally binding upon
them.
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POSITRON
CORPORATION
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NEUSOFT
MEDICAL SYSTEMS CO., LTD.
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Authorized
Signature
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Authorized
Signature
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Name:
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Name:
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Title:
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Title:
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Appendix
A
The
Technologies to be used as contribution by Positron:
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1.
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United
States Patent No. 5,210,420 Issued May 11,
1993.
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Entitled:
POSITRON EMISSION TOMOGRAPHY SCANNER
Inventor:
▇▇▇▇ ▇. ▇▇▇▇▇, et al.
Assigned
to Positron Corporation by Assignment recorded December 19, 1991
2. All
Trade
Secrets related to the design and manufacture of Positron's positron emission
tomography scanner. "Trade
Secrets"
means
any trade secrets, know-how, engineering, production and other designs, all
source code of the software, API, inventions, discoveries, concepts, ideas,
methods, processes (including design and manufacturing processes), drawings,
specifications, formulae, data bases and documentation thereof, technological
models, algorithms, behavioral models, logic diagrams, schematics, test vectors,
technical information, documentation, SOPs (including standard testing and
operating procedures), data and other commercial or technical information that
derives economic value, actual or potential, from not being generally known
to,
and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use and is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy and any
other information that is proprietary or confidential, in each case excluding
any rights in respect of any of the foregoing that comprise or are protected
by
copyrights or patents. The Trade Secrets shall include, but are not limited
to
the following:
Hardware
▇▇▇▇ of Materials
Software
Programs
FDA
Documents
Quality
Assurance
Instructions
to Users
Drawings
& Diagrams for Manufacturer
Testing
Standards
Training
Materials
Manuals
and
the
details of which include, but are not limited to, the items set forth on the
schedules attached hereto.
Appendix
A
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