EXHIBIT 10.8
AGREEMENT made this day of , 1993, by and between Richard
B. Kennedy, Patrick J. Crehan and Richard J. Fricke, (hereinafter referred to as
"Licensor") and Safe Alternatives Corporation of America, Inc., (hereinafter
referred to as "Licensee").
WHEREAS, there exists certain License Agreements between Licensor and
Licensee as follows:
I. CERTAIN INVENTIONS AND TECHNOLOGY AS SET FORTH IN THE FOLLOWING UNITED
STATES PATENTS:
U.S. Patent # Dated
------------- -----
4,520,139 5/28/85
4,530,777 7/23/85
4,515,638 5/7/85
4,521,544 6/4/85
RC 31-757
reissue of 4,291,129 12/4/84
4,417,998 11/29/83
4,400,475 8/23/83
4,291,129 9/22/81
Patent application
07,490,136 3/13/90
SAID TECHNOLOGY SPECIFICALLY INCLUDES THE RIGHT TO USE
SAID TECHNOLOGY AS PACKAGING FOAM.
II. CERTAIN INVENTIONS AND TECHNOLOGY AND KNOW-HOW RELATING TO THE
FOAMING AND DISPOSAL OR ORGANIC SLUDGE.
III. CERTAIN INVENTIONS AND TECHNOLOGY AND KNOW-HOW RELATING TO
FIRE RETARDED WATER BLOWN URETHANE FOAM WITH REDUCED SMOKE TOXICITY.
WHEREAS, each of the aforementioned Licenses contain the
following provision:
Notwithstanding anything to the contrary, in the event this
License does not generate $20,000.00 per annum within two (2) years of the date
of this License, it shall become automatically a non-exclusive License. If,
however, said License generates the sum of $20,000.00 in any one of the two (2)
years, the License shall continue as an exclusive License.
By deleting the following language wherever it is set forth in any of
the aforementioned Licenses:
5.05 Notwithstanding anything to the contrary, in the event this
License does not generate $20,000.00 per annum within two (2) years of the date
of this License, it shall become automatically a non-exclusive License. If,
however, said License generates the sum of $20,000.00 in any of the two (2)
years, the License shall continue as an exclusive License.
and by inserting the following in place of said deletion:
"It is agreed that Richard B. Kennedy shall, for his lifetime, be paid
the sums of Five Thousand ($5,000.00) dollars per month, and One Thousand Two
Hundred ($1,200.00) dollars per week by Safe Alternatives Corporation of
America, Inc. Should the said Richard B. Kennedy predecease his wife, Kathleen
Kennedy, then said payments shall be made to the said Kathleen Kennedy. Said
payments shall be credited against Royalty payments due under the terms of each
License Agreement on a quarterly basis, but shall not accrue, i.e. if the
payments made exceed the Royalties due on a quarterly basis, the payments shall
not become a credit against the next quarterly Royalty.
Upon the last to die of the said Richard B. Kennedy and
Kathleen Kennedy, the payments shall cease. This, however, shall not affect the
Royalties due under the terms of the Licenses.
In the event a payment of either the Five Thousand ($5,000.00) dollars
per month or One Thousand Two Hundred ($1,200.00) dollars per week is not made
by Safe Alternatives Corporation of America, Inc. either Richard B. Kennedy or
Kathleen Kennedy shall mail a notice of default to Safe Alternatives Corporation
of America, Inc. at 27 Governor Street, Ridgefield, Connecticut 06877, or any
subsequent address given by Safe Alternatives Corporation of America, Inc. Safe
Alternatives Corporation of America, Inc. shall have sixty (60) days to cure
said default. If the default is not cured within said sixty (60) days period,
then all Licenses shall become non-exclusive, with the Royalty payments still
due thereunder.
Additionally, the aforementioned License Agreements provide for a
continuing Royalty of four (4%) percent of gross sales by Safe Alternatives
Corporation of America, Inc. It is Marketing Agreement with Integrated Labs,
Inc. (a copy of which is attached hereto and made a part hereof). It is further
agreed and understood that the continuing Royalty of four (4%) percent applies
to the revenues generated by sales received by Safe Alternatives Corporation of
America, Inc. under the formula set forth in the said Exclusive Marketing
Agreement or in any subsequent agreements with strategies partners which are not
subsidiaries of Safe Alternatives Corporation of America, Inc.
For so long as the payments are made the exclusive Licenses
hereinbefore referred to shall continue until April 17, 2050."
Witness Licensor
s/Sharlet S. Wirzulis s/Richard B. Kennedy
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Richard B. Kennedy
- ---------------------
s/Joan E. West s/Patrick J. Crehan
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Patrick J. Crehan
s/Kathy R. Palumbo
- ---------------------
s/Sharlet S. Wirzulis s/Richard J. Fricke
- --------------------- -------------------
Richard J. Fricke
- ---------------------
Licensee
Safe Alternatives Corporation of
America, Inc.
s/Sharlet S. Wirzulis s/ Stephen J. Thompson
- --------------------- ----------------------
Stephen J. Thompson,
_____________________ its President
STATE OF CONNECTICUT)
)ss: Ridgefield August 23, 1993
COUNTY OF FAIRFIELD )
Personally appeared Richard B. Kennedy, Signer and Sealer of the
foregoing Instrument, and acknowledged the same to be his free act and deed
before me.
s/Sharlet S/ Wirzulis
--------------------------
Sharlet S. Wirzulis
Notary Public - Commission
Expires: Feb. 28, 1997
STATE OF CONNECTICUT)
)ss: Ridgefield November 30, 1993
COUNTY OF FAIRFIELD )
Personally appeared Patrick J. Crehan, Signer and Sealer of the
foregoing Instrument, and acknowledged the same to be his free act and deed
before me.
s/Joan E. West
-------------------------
Joan E. West
Notary Public - Commission
Expires: March 31, 1995
STATE OF CONNECTICUT)
)ss: Ridgefield August 13, 1993
COUNTY OF FAIRFIELD )
Personally appeared Richard J. Fricke, Signer and Sealer of the
foregoing Instrument, and acknowledged the same to be his free act and deed
before me.
s/Sharlet S. Wirzulis
-------------------------
Sharlet S. Wirzulis
Notary Public - Commission
Expires: Feb. 28, 1997
STATE OF CONNECTICUT)
)ss: Ridgefield August 13, 1993
COUNTY OF FAIRFIELD )
Personally appeared Stephen J. Thompson, President of Safe
Alternatives Corporation International, Inc. Signer and Sealer of the foregoing
Instrument, and acknowledged the same to be his free act and deed, and the free
act and deed of said corporation, before me.
s/Sharlet S. Wirzulis
-------------------------
Sharlet S. Wirzulis
Notary Public - Commission
Expires: Feb. 28, 1997