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Exhibit 10.12
OPTION AGREEMENT
THIS OPTION AGREEMENT is made the 5th day of July 1999 BETWEEN FINGLAS
TECHNOLOGIES LIMITED whose registered office is situated at McKee Avenue,
Finglas Dublin 11 (hereinafter "Finglas" which expression shall include its
successors, administrators and permitted assigns) a Company organised and
existing under the Laws of Ireland of the One Part AND CENTURION INTERNATIONAL,
INC. having its principal office at 3425 North 44th Street, Lincoln, NE 68504,
U.S.A. (hereinafter "Centurion"which expression shall include its successors,
administrators and permitted assigns) a Company organised and existing under the
laws of Nebraska of the Other Part,
WITNESSETH:
1. Finglas hereby grants to Centurion the option exercisable at any time
after the 1st January 2003 to buy the interest of Finglas in the
Patents specified in the Schedule hereto subject to a Licence Agreement
in favour of Centurion International Limited for the price or sum of IR
pound sterling 1 subject to Centurion discharging any amount which may
be owing to Finglas at the time of exercise of the option in respect of
Licence fees or otherwise by any subsidiary or of Centurion or any of
their permitted assigns.
2.1 The said Option is exercisable by one months notice in writing from
Centurion to Finglas at any time after the 1st January 2003 and shall
be sent by first class mail or air mail or by fax to the address of
Finglas as set out at the head of this Agreement or to such other
address or fax number as Finglas may from time to time notify to
Centurion.
2.2 The said Option shall be immediately exercisable in the event of
Finglas admitting in writing its insolvency or in the event of
proceedings being taken to appoint a receiver, examiner or liquidator
over any or all of the assets or undertaking of Finglas and shall be
binding upon any such receiver, examiner or liquidator.
3. Finglas agrees to execute such formal Assignments of the Patents at any
time after the exercise of the Option as may be necessary or
appropriate for registration with Patent Offices and other relevant
authorities.
4. The validity construction and performance of this Agreement shall be
governed by the Law of the Republic of Ireland and shall be subject to
the exclusive jurisdiction of the Irish Courts.
5. Finglas agrees not to assign or encumber the Patents prior to the
exercise of the Option without the consent of Centurion.
6. Finglas warrants (a) that it has full title to the Patents; and (b)
that to the actual knowledge of Finglas, Finglas has not interfered
with, infringed upon, misappropriated or
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otherwise come into conflict with the proprietary rights of any third
parties in relation to the Patents.
7. Arbitration Procedure
a) Except as otherwise expressly provided herein, all claims or
controversies between the parties (or their permitted
assignees) arising out of or related to this Agreement shall
be finally determined by arbitration in accordance with the
rules in affect from time to time of the Chartered Institute
of Arbitrators in Ireland by one Arbitrator (selected in
default of Agreement between the parties by the President for
the time being of the Law Society of Ireland) who is
knowledgable concerning the Law governing the dispute and such
Arbitration shall constitute an Arbitration for the purposes
of the Arbitration Acts 1954 to 1980.
b) The arbitration shall take place in Dublin, Ireland and the
Language of the arbitration shall be English.
c) The arbitrator shall be empowered to permit reasonable
discovery and shall have the authority to award all forms of
relief determined to be just and equitable. Any arbitral award
rendered pursuant to this clause shall be final and binding on
Buyer and Seller and may be enforced in any court of competent
jurisdiction. For this and any other purpose, each of Buyer
and Seller (i) waives any bond, surety or other security that
might be required of any other party with respect thereto, and
(ii) agrees that any part may make service on any other Party
by sending or delivery a copy of the process to such Party at
the address and in the manner provided for the giving of
notices in Section 8 below or in any other manner permitted by
law.
d) In all instances of arbitration, the costs of arbitration
shall be borne by the unsuccessful party, except in the event
that determination of success is not clear- cut, in which case
the costs of arbitration shall be allocated by the arbitrator,
having due regard for the nature of the dispute, the
contentions of the parties and his or her decision on the
merits of the dispute.
8. Notices
All notices, demands, and other communications given or delivered under
this Agreement will be in writing and will be deemed to have been given
when personally delivered, mailed by first class mail or recorded post
or delivered by express courier service or telecopied. Notices, demands
and communications will, unless another address is specified in
writing, be sent to the address indicated above in the case of Licensee
for the attention of Gary Kuck and in the case of Finglas for the
attention of Peter Crowley,
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SCHEDULE I
The Patents
PRODUCT TYPE JURISDICTION PATENT No. APPLICATION No.
Plated Helix (II) U.K. N/A C766.00/S
Top Loading Cylinder Ireland 566918 (S950767)
IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorised representatives the day and year first herein written.
SIGNED for and on behalf of
FINGLAS TECHNOLOGIES LTD. /s/ James A. Boyle
by
in the presence of: Michael J. McGinley /s/ Michael J. McGinley
SIGNED for and on behalf of
CENTURION by /s/ Robert H. Getz
in the presence of: /s/ V. Stoiljkovic