EXHIBIT 10.6
AGREEMENT
Between
LUMI CORP, a general partnership duly existing under the laws of Switzerland
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under the articles 530 CO, and represented by its partners Mister Patrick
PLANCHE, Mister Francois PLANCHE, Holding CANALES b.v. and Holding Nijhuis b.v.
("Lumi Corp").
AND
LUMITECH S.A. (formerly, prior to the change to its current name, OTWD On Time
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Diffusion, S. A.), having its head office at Cardinal Mermillod 36, 1227 Carouge
(the "Company"), represented for the purposes of this Agreement by Mister
Patrick Planche, President who is authorized to sign and deliver this Agreement
in the name and on behalf of the Company.
INTRODUCTION
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Reference is made to the following facts:
- - Mister Jacques-Charles Collet ("Collet"), is the inventor of a new process of
reproduction using technology of the passive luminescence (such technology,
and the methods, techniques, processes and know-how related thereto are
referred to in this Agreement as the "Technology").
- - The Collet invention is the object of a patent registration Collet's name,
registered in Switzerland on July 24, 1993 under figure 681713.
- - A new application for a patent was filed in France in the name of the
Company, on June 7, 1995, under figure 95 06721, and later issued as
Recording N 2,735,247; and additional patents and patent applications
respecting the Technology have been filed or issued in 24 other countries.
- - By agreement dated January 26, 1996, Collet assigned and transferred all of
his rights of property and other rights and interests in and to the Technolgy
and such patents and patent applications to the Company
- - Mister Patrick Planche, Francois Planche, Holding Canales and Hodling Nijhuis
established Lumi Corp under the laws of Switzerland Jun 14, 1995, for the
purpose of development and marketing of products incorporating or based upon
the claims covered by the above-mentioned patents and patent applications.
- - Pursuant to an agreement dated as of January 14, 1996 (the "Transfer
Agreement"), the Company assigned and transferred its right of property and
other rights and interests in and to the Swiss patent No. 681713, French
patent No. 2,735,247 (which was then pending) and the other patents and
patent applications relating to the Technology to Lumi Corp.
- - The style of OTWD On Time Diffusion S.A. was formally transformed into
LUMITECH S.A., on June 13, 1996.
Subject to and upon the terms and conditions set forth in this agreement, Lumi
Corp has agreed to transfer back to the Company all of its property rights and
other rights and interests in and to the Technology, the patents and the patent
applications relating to the Technology, and any trade or service marks,
copyrights, improvements, enhancements and related good will that, as of the
date of this Agreement, has been developed and is owned by Lumi Corp.
ARTICLE 1
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Lumi Corp and each of its partners hereby gives up irrevocably in favour of the
Company the completeness of the rights having made the object of the Transfer
Agreement including without limitation the following:
- - Transfer of the property and of all related rights, products, processes,
methods, techniques and know-how relating to or arising from the Swiss patent
No. CH 681713 ;
- - Transfer of the property and of all related rights, products, processes,
methods, techniques and know-how relating to or arising from the French
patent No. 2,735,247.
- - Transfer of the property and of all related rights, products, processes,
methods, techniques and know-how relating to or arising from the following
patents and patent applications :
- Swiss Recording N " CH 681713
- France Recording N " 2.735.247
- United States Recording N " PCT 1B 96 /00556
- Canada Recording N " 2,225,495
- Mexico Recording N " 9709720
- Brazil Recording N " P1 9608576-2
- Europe Recording N " on 9691 4363-5 in the fourteen
Main countries, enclosing Switzerland.
- Poland Recording N " P-323818
- Turkey Recording N " PCT 1B 96 /00556
- Russia Recording N " 98100249
- China Recording N " 96195595-3
- Hong-Kong Recording N " 98112061.2
- Singapore Recording N " 9705183.3
- Japan Recording N " 9-500263
- - Transfer of the mark " Lumifoto ".
Lumi Corp acknowledges that, effective upon the execution and delivery of this
Agreement, any and all rights of any nature that it had with regard to the
above-mentioned patents, patent applications, trade and service marks and other
rights ensuing from these, shall terminate and be of no further or continuing
force or effect.
ARTICLE 2
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Lumi Corp hereby acknowledges that the Company already is registered as the
owner of the above referenced patents and patent applications, all of which were
filed and recorded in the name and on behalf of the Company as owner.
ARTICLE 3
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The Company has offered, and Lumi Corp has agreed to accept CHF 50 000 in full
consideration of the transfer of rights from Lumi Corp back to the Company
described in this Agreement and hereby acknowledges receipt, as of the
December 28, 1998 effective date of this Agreement, receipt of said amount.
ARTICLE 4
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Effective upon the execution and delivery of this Agreement, neither party will
have, and each party hereby agrees not to assert, against the other (or against
the others' partners or principals) any claim.
ARTICLE 5
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Lumi Corp hereby agrees to wind up its affairs, identify and pay its creditors,
and to dissolve as a "simple company" or partnership under Swiss law, as soon as
reasonably practicable following the execution and delivery of this Agreement.
ARTICLE 6
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The present contract is subjected to the Swiss law.
In case of dispute the courts of the canton of Geneva are competent, an appeal
to the Federal Court being however reserved.
The present agreement was established in five copies, on December 28, 1998
LUMITECH S.A. LUMI CORP
Mr. Patrick Planche Mr. Patrick Planche Mr. Francois Planche
Holding CANALES Holding Nijhuis
Mr. Jose Canales la Rosa Mr.J.H. Nijhuis