Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report 62 252K
2: EX-3.1 Certificate of Incorporation 6 25K
3: EX-3.2 Certificate for Renewal and Revival of Certificate 1 10K
of Incorporation
4: EX-3.3 Certificate of Amendment of Certificate of 1 10K
Incorporation
5: EX-3.4 Certificate of Amendment of Certificate of 2 11K
Incorporation
6: EX-3.5 By-Laws of World Imports - U.S.A., Inc. 7 30K
7: EX-10.1 License Agreement 20 49K
8: EX-10.2 License Agreement 20 49K
9: EX-10.3 Delivery Contract 14 30K
10: EX-10.4 Delivery Contract 15 31K
11: EX-10.5 Delivery Contract 15 32K
12: EX-10.6 1993 Non-Statutory Stock Option Plan 7 34K
13: EX-10.7 1994 Non-Statutory Stock Option Plan 7 34K
14: EX-10.8 1995 Non-Statutory Stock Option Plan 7 33K
15: EX-10.9 1996 Non-Statutory Stock Option Plan 7 33K
EXHIBIT 10.1
LICENSE AGREEMENT
THIS AGREEMENT entered into this 15th day of July, 1993, by and between
MAXON FINANCE & TRADE LTD. SA, a corporation organized and existing under the
laws of the government of Republica De Panama, having a principal place of
business at c/o Beutler Consulting SA, Chemin G Ritter 3, Ch-1701 Fribourg,
Switzerland (hereinafter referred to as "MAXON") and SEILER POLLUTION CONTROL
SYSTEMS, INC., a corporation organized and existing under the laws of the State
of Delaware, having a principal place of business at c/o Berkshire International
Finance, Inc., One Evertrust Plaza, Jersey City, New Jersey 07302 (hereinafter
referred to as "SEILER").
WITNESSETH
WHEREAS, MAXON has certain proprietary information, including patented
and patentable inventions, technical know-how and rights, business information,
consulting, supply and/or research agreements, marketing and/or financial
information all relating to high temperature vitrification system(s) developed
by SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD. (hereinafter referred to as
"SEILER SWISS") and expects that it and its licensee(s) will develop additional
proprietary information relating thereto, and has formulated ideas and concepts
for practical commercial application of such high temperature vitrification
system (hereinafter the "HTVS" and/or "PROPRIETARY INFORMATION") in accordance
with the methods and information outlined and summarized in two brochures
prepared by and/or for SEILER SWISS which brochures are herein incorporated by
reference as if fully set forth and repeated herein and are annexed hereto, made
a part hereof and marked Exhibit A.
WHEREAS, MAXON is desirous of granting field-of-use licenses, including
exclusive field-of-use licenses, to third parties for the purpose of
establishing any number of companies with specialized purposes to more rapidly
develop and implement the use of the commercial application embodying or
generated through the use of the PROPRIETARY INFORMATION, and wishes each such
licensee to have the benefit of improvements developed by SEILER SWISS, and/or
other licensees to the extent that such improvements may be used by each
licensee in its specific field of use;
WHEREAS, SEILER wishes to obtain an exclusive license to use the
PROPRIETARY INFORMATION for all purposes associated with and/or related to
commercial application of HTVS, and wishes to use MAXON's and/or SEILER SWISS'
research and development capabilities to further develop such products,
applications and systems and/or make prototypes thereof on a reduced cost,
incentive arrangement, and also wishes to have the right to use any improvements
developed by MAXON and/or SEILER SWISS or by cooperating future licensees of
MAXON;
WHEREAS, MAXON is desirous of licensing SEILER in the field of HTVS for
the purpose of establishing SEILER in such field in exchange for a one-time
license fee of
$2,500,000 for itself to be paid in accordance with payment schedule annexed
hereto as Exhibit B and is willing to assist in research and development work
for SEILER on a reduced cost, incentive arrangement, and is desirous of having
its own reputation enhanced by having certain of its trademarks associated with
quality products marketed or licensed by SEILER in its field of use; and
WHEREBY, SEILER wishes to and is willing to use certain of MAXON's
trademarks on its products, and is willing to meet the quality control standards
of MAXON.
NOW, THEREFORE, in consideration of the promises and mutual covenants of
the parties hereinafter set forth, it is agreed as follows:
1. DEFINITIONS
(a) FIELD OF USE means any and all practical applications of HTVS as
outlined in Exhibit A hereto and all apparatus utilized in connection therewith.
(b) TERRITORY means the United States, Mexico and Canada.
(c) PATENT RIGHTS means SEILER SWISS' Patent numbers as indicated and
detailed on attached Exhibit C, present technical know-how expected to be
included in any of MAXON or SEILER SWISS, additional U.S. and/or foreign patent
applications which may be filed by MAXON or SEILER SWISS during the term of this
Agreement in so far as same relate in any manner to HTVS. PATENT RIGHTS also
includes any patent rights that MAXON may acquire from licensees or otherwise
which MAXON is permitted to license to SEILER in the FIELD OF USE during the
term of this Agreement.
2. LICENSE GRANT
(a) MAXON hereby grants to SEILER an exclusive field-of-use license to
use the PROPRIETARY INFORMATION including the PATENT RIGHTS throughout the
TERRITORY during the term of this Agreement, such use being expressly limited to
the FIELD OF USE.
3. CONSIDERATION
(a) SEILER shall pay MAXON $2,500,000 in accordance with the payment
schedule annexed hereto as Exhibit B, as a non-refundable one-time licensing
fee.
(b) Royalty. SEILER shall pay MAXON royalty fee of $500,000 for each
fully constructed plant sold by SEILER within the TERRITORY covered by the
license granted herein so long as such plant utilizes the aforesaid HTVS and
PROPRIETARY INFORMATION. Such royalty payments shall be made in accordance with
Exhibit D hereto.
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(c) MAXON agrees, at its cost, to conduct research and development at the
request of SEILER toward and until production of the first production prototype
plant facility of an operative system utilizing HTVS is completed. MAXON's cost
shall include actual disbursements, direct labor, overhead costs attributable
thereto, and other normal cost items attributable thereto.
(d) SEILER's failure to make payments in accordance with the Schedule
annexed as Exhibits B (and/or D) hereto shall result in loss of exclusivity,
unless SEILER pays such license fees and/or royalty payments (if applicable)
within 30 days of receiving written notice from MAXON of such failure. Once
SEILER's exclusivity is lost, it shall be lost forever absent MAXON's written
waiver.
(e) SEILER shall keep complete, accurate and up-to-date records of all
production and sales of products or services covered by this License Agreement
with all figures necessary for accurate calculation of any payments required
hereunder, and shall make such records available for inspection during normal
business hours by a representative of MAXON upon reasonable written notice by
MAXON of its intention to conduct such inspection.
4. TRADEMARKS. SEILER shall have the exclusive right to use any MAXON
and/or SEILER SWISS TRADEMARKS with all products or services covered by this
Agreement. It is agreed that any and all of SEILER's products and services
covered by this Agreement will meet MAXON's quality standards, which standards
MAXON will make known to SEILER. MAXON will have the right to make any and all
reasonable inspections of SEILER's facilities, products, advertising literature,
packaging materials, etc. as may be necessary to ensure that its quality
standards are maintained.
5. SUBLICENSING. SEILER shall have the right to sublicense others under
the rights granted herein and under any technology it develops, but only in the
FIELD OF USE. MAXON shall have the right to approve or disapprove of a potential
licensee, but shall only exercise its right to disapprove if it has a valid
business reason to do so. No royalties from such licensees shall be paid by
SEILER to MAXON. Sublicensees of SEILER shall be made aware of and bound by all
relevant terms of this Agreement.
6. IMPROVEMENTS AND ADDITIONAL DEVELOPMENTS. In the event that SEILER or
any of its sublicensees shall, during the term of this Agreement, make or
acquire improvements or additional developments, whether patentable or
otherwise, which relate, either directly or indirectly, to the PROPRIETARY
INFORMATION, SEILER and/or its sublicensees shall use their or its best efforts
to disclose any such improvements or additional developments to MAXON in
sufficient time for a U.S. and/or foreign patent application to be prepared and
filed on same prior to its first public use, offer for sale or other public
disclosure. It is understood and agreed that such improvement or additional
developments shall be the sole property of MAXON and that SEILER and its
sublicensees agree to take whatever steps are necessary to perfect MAXON's
ownership of such improvements or additional developments. It is further
understood that any such improvements or additional developments shall be
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automatically made a part of this Agreement and, as such, subject to all of the
terms and conditions hereof. Thus, if such improvements or additional
developments are made or acquired, it is understood and agreed that SEILER shall
have the right to use and sublicense any such improvements or additional
developments in the FIELD OF USE and MAXON shall have the right to use or
license such improvements outside the FIELD OF USE. Whether SEILER's right to
use any such improvements or additional developments is exclusive or
non-exclusive shall be determined by the nature of the license granted under
Paragraph 2 hereof. Accordingly, as long as the license granted under Paragraph
2 remains exclusive, SEILER's right to use any such improvements or additional
developments shall be exclusive. If, however, the license granted under
Paragraph 2 becomes non-exclusive for any reason whatsoever, SEILER's right to
use any such improvements or additional developments shall be or become
non-exclusive also. MAXON's ownership of any improvements or additional
developments relating to the PROPRIETARY INFORMATION made or acquired by a
sublicensee of SEILER shall be made an express condition of any and all
sublicenses that may be granted by SEILER. Notwithstanding any of the foregoing,
any licensee which develops or contributes to an invention as an inventor or
co-inventor shall have the royalty-free right to use same upon termination of
this Agreement.
7. SECRECY
(a) SEILER hereby covenants and agrees that all information relating to
the PROPRIETARY INFORMATION or any of the improvements or additional
developments defined in Paragraph 6 above made known to SEILER or any of its
sublicensees pursuant to this Agreement, shall be maintained in confidence and
secret and shall be made known only to those employees, agents, servants,
representatives or sublicensees of SEILER who have signed this Agreement or have
signed a separate written agreement wherein such employees, agents, servants,
representatives or sublicensees agree that they will not disclose any of such
information to anyone except other employees, agents, servants, representatives
or sublicensees of SEILER who have agreed in writing to keep such information in
confidence. Further, all disclosure to employees, agents, servants,
representatives or sublicensees of SEILER shall be on a strictly need-to-know
basis for the sole purpose of supplying such employees, agents, servants,
representatives or sublicensees with sufficient information concerning the
PROPRIETARY INFORMATION or any of the improvements or additional developments
defined in Paragraph 6 to further the objectives of this Agreement. This
obligation to keep information in confidence shall survive termination of this
Agreement for any reason whatsoever.
(b) The provisions of the preceding subparagraph shall be applicable
except to the extent that any disclosed information has become generally
available and known to the public other than through a breach of confidentiality
by SEILER or any of its employees, agents, servants, representatives or
sublicensees.
8. Procurement of Patents. To the extent that any of the PROPRIETARY
INFORMATION or any of the improvements or additional developments defined in
Paragraph 6 above constitutes a patentable invention, MAXON, in its sole
discretion, shall have the right
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to determine whether it will file U.S. and/or foreign patents applications on
any such invention, it being understood and agreed that the costs incurred in
connection with the preparation, filing, prosecution and maintenance of any such
application or applications and any patents issuing thereon will be borne by
MAXON. In the event that MAXON decides to abandon a patent application which it
has filed or any such invention, or decides to permit a patent which has issued
thereon to lapse, MAXON will use its best efforts to provide SEILER with an
opportunity to maintain any such patent application or patent. Upon the issuance
to MAXON of a patent on any such invention, SEILER and/or its sublicensees
shall, upon receiving written notice from MAXON, mark all products and/or
machinery covered by such patent, the packages and containers in which they are
sold and shipped and all advertisements, literature and/or other promotional
materials relating thereto in such manner as MAXON may reasonably require in
conformity with the applicable patent laws of any country covered by this
Agreement in order to give notice that such products are covered by such patent.
If MAXON decides not to file a U.S. or foreign patent application on any such
invention, MAXON shall endeavor to use its best efforts to provide SEILER
sufficient notice and time within which to file a patent application in the U.S.
or any foreign country on same, in its own name, it being understood and agreed
that the costs incurred in connection with the preparation, filing, prosecution
and maintenance of any such application or applications and any patents issuing
thereon will be borne by SEILER. If SEILER decides to abandon any such patent
application which it has filed on any such invention or decides to permit a
patent which has issued thereon to lapse, SEILER will use its best efforts to
provide MAXON with an opportunity to maintain any such patent application or
patent. Upon the issuance to SEILER of any patent on any such invention, MAXON
and any of its other licensees shall, upon receiving written notice from SEILER,
mark all products and/or machinery covered by such patent, the packages and
containers in which they are sold and shipped and all advertisements, literature
and/or other promotional materials relating thereto in such manner as SEILER may
reasonably require in conformity with the applicable patent laws of any country
covered by this Agreement in order to give notice that such products are covered
by any such patent. MAXON's and its other licensee's rights in patents obtained
by SEILER in its own name shall terminate upon termination of this Agreement.
9. ENFORCEMENT OF PATENTS
(a) In the event of any infringement by a third party of any patent or
patents issuing to MAXON on the PROPRIETARY INFORMATION or on any of the
improvements or additional developments defined in Paragraph 6 above, MAXON, in
its sole discretion, shall have the right to commence an action for such
infringement, to select counsel of its own choice and to control the prosecution
of such action. It is understood and agreed that should MAXON commence any such
action for patent infringement, all legal fees and expenses associated with such
action shall be borne by MAXON and MAXON shall be entitled to receive all
damages or other recovery obtained as a result of such action. It is further
understood and agreed, however, that SEILER and/or any of its sublicensees
shall, without charge, fully cooperate with MAXON in the prosecution of any such
action to the extent of providing technical advise and testimony, if necessary,
and executing and producing any necessary documents, it being understood that
any such cooperation on the part of SEILER and/or any of its sublicensees shall
not entitle SEILER
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and/or its sublicensees to any of the damages or other recovery obtained as a
result of such action.
(b) In the event of any infringement by a third party of any patent or
patents issuing to SEILER and/or any of its sublicensees on improvements or
additional developments defined in Paragraph 6 above, SEILER and/or its
sublicensees shall have the sole right to commence an action for such
infringement, to select counsel of their own choice and to control prosecution
of such action. It is understood and agreed that should SEILER and/or any of its
sublicensees commence any such action for patent infringement, all legal fees
and expenses associated with such action will be borne by SEILER and/or its
sublicensees and SEILER and/or its sublicensees shall be entitled to receive all
damages or other recovery retained as a result of such action. It is further
understood and agreed, however, that MAXON shall, without charge, fully
cooperate with SEILER and/or its sublicensees in the prosecution of any such
action to the extent of providing technical advise and testimony, if necessary,
and executing and producing any necessary documents, it being understood and
agreed that any such cooperation on the part of MAXON shall not entitle MAXON to
any of the damages or other recovery obtained as a result of such action.
10. TERM AND TERMINATION
(a) This Agreement shall continue in perpetuity or until all of the
PROPRIETARY INFORMATION becomes public and there are no further outstanding
PATENT RIGHTS. In the event of termination for the latter reason, SEILER shall
have the option to continue to use the TRADEMARKS at no cost to it. It is
assumed that the TRADEMARKS will, over the years, acquire a valuable secondary
meaning and goodwill with the public to the extent that they will at such time
be commercially important. Thus, SEILER reserves to itself the option to
exclusively use and sublicense the TRADEMARKS for products in the FIELD OF USE
in perpetuity. It is understood that there is no obligation on the part of
SEILER to exercise its option to continue to use the TRADEMARKS. This option may
only be exercised within 60 days of termination of this Agreement by a written
notification to MAXON signed by the duly authorized officers of SEILER.
(b) This Agreement and the license granted hereunder may be terminated by
MAXON, in its sole discretion, at any time if:
(i) SEILER and/or any of its sublicensees shall fail or omit to
perform any of the terms of this Agreement including
specifically the payment of the fees and/or royalties on the
terms set forth in Paragraph 3 hereof and Exhibits B and D
hereto, and shall fail to correct any such failure or omission
within 30 days of having received written notice from MAXON
specifying the nature of the default and the basis for
termination; or
(ii) SEILER becomes insolvent, or is adjudicated bankrupt, or a
receiver of the business of SEILER is appointed, or SEILER
makes an assignment for
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the benefit of creditors, or a petition under Chapter 11 of
the Bankruptcy Act is filed on behalf of SEILER.
(c) This Agreement and the license granted hereunder may be terminated by
SEILER, in its sole discretion, at any time upon giving MAXON 90 days written
notice of its intention to terminate. If the license granted hereunder is
exclusive when such notice is given by SEILER, the license will become
non-exclusive immediately upon the giving of such notice.
(d) The termination of this Agreement shall in no way affect the
liability and obligation of SEILER to pay any sums of money in accordance with
the terms and conditions herein set forth, up to and including the date of such
termination, and shall be without prejudice to any right or rights of action or
remedies of MAXON for the recovery of any monies due or claimed to be due
hereunder. More particularly, the termination of this Agreement will not release
SEILER and/or any of it sublicensees from the obligation to pay any sum which
they may owe to MAXON for any and all sales of products or services covered by
this Agreement resulting from sales which were invoiced but not filled prior to
such termination.
(e) In the event of the termination of this Agreement for any reason
whatsoever, SEILER and/or any of its sublicensees shall promptly return to MAXON
or, if MAXON so chooses, will destroy all information in their possession
relating to the PROPRIETARY INFORMATION or any of the improvements or additional
developments defined in Paragraph 6 above, except for PROPRIETARY INFORMATION
developed by SEILER and/or any of its sublicensees. It is further understood and
agreed that upon the termination of this Agreement, SEILER and/or any of its
sublicensees shall immediately cease and desist from using the TRADEMARKS and
any of the PROPRIETARY INFORMATION or any of the improvements or additional
developments defined in Paragraph 6 above except to the extent that SEILER or
any of its sublicensees has developed such improvements or additional
developments in which event SEILER or such licensee shall retain a royalty-free
right to continue to use such PROPRIETARY INFORMATION.
11. GENERAL LEGAL
(a) Force Majeure. Notwithstanding any provision contained herein, none
of the parties hereto shall be liable for any failure or delay to perform this
Agreement on account of causes of force majeure, or shall be held responsible
for any indemnity claimed due to any and all damages and losses therefrom,
provided force majeure means acts of God.
(b) Invalid Clause. It is understood and agreed by the parties hereto
that if any of these provisions shall contravene or be invalid under the laws of
the United States or any country wherein acts are to be performed pursuant to
this Agreement, such contravention or invalidity shall not invalidate the whole
Agreement, but it shall be construed as if not containing the particular
provision or provisions held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
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(c) Enforcement. The failure of any party to insist in any one or more
instances upon a strict performance of the terms and conditions of this
Agreement, or to exercise any option herein contained, shall not be construed as
a waiver or relinquishment for the future of any of the terms, covenants and
conditions herein contained, but the same shall continue to remain in full force
and effect.
(d) Notices. Any notices given under this Agreement shall be delivered
either by hand, or sent by telegram, or by registered or certified mail, return
receipt requested, and shall be deemed to have been given on the day when
received by the other party to whom the notice is given.
(e) Modification. This Agreement and each of the Exhibits annexed hereto
constitutes the entire Agreement and understanding between the parties and
supersedes all prior agreements and understandings, whether written or oral.
Modifications of the Agreement may, from time to time, be made by mutual consent
of the parties but, in any event, no modification or claimed waiver of any of
the provisions hereof shall be valid unless in writing and signed by authorized
representatives of the party against whom such modification or waiver is sought
to be enforced.
(f) Procurement of Approvals. At the time that the first sale, lease or
other disposition of a product covered by this Agreement is to be made in a
particular country within the TERRITORY, SEILER shall be obligated to obtain
whatever approvals or licenses, if any, as are necessary from the appropriate
authorities in such country to permit any such product to be sold, leased,
distributed and/or used in such country. All expenses associated with obtaining
any necessary approvals and/or licenses shall be borne by SEILER. MAXON agrees
to cooperate fully with SEILER to obtain any necessary approvals and/or
licenses, including the furnishing of any information in the possession of MAXON
necessary to enable SEILER to obtain any necessary approvals and/or licenses.
(g) Captions and Pronouns. The captions appearing at the commencement of
the sections hereof are descriptive only and for convenience in reference to
this Agreement and in no way whatsoever define, limit or describe the scope or
intent of this Agreement, nor in any way affect this Agreement. Masculine or
feminine pronouns shall be substituted for the neuter form and vice versa, and
the plural shall be substituted for the singular form and vice versa, in any
place or places herein in which the context requires such substitution.
(h) Performance and Construction. This Agreement shall be construed and
its performance governed by the laws of the State of Delaware, but the scope and
validity of any patents issued by a specific country shall be governed by the
applicable laws of the country granting the patent in question.
(i) Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties thereto and their respective heirs, executors,
administrators, successors, and assigns.
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12. Additional Covenants, Warranties and/or Representations Which Are
an Integral Part of This Agreement.
(a) SEILER SWISS warrants and represents that MAXON has SEILER SWISS'
authority to enter into this Agreement and to license the patents and
PROPRIETARY INFORMATION developed by SEILER SWISS since SEILER SWISS has granted
to MAXON all rights necessary to abide by each of the terms and conditions of
this Agreement; MAXON having duly and properly obtained same from SEILER SWISS
for good and valuable consideration.
(b) SEILER SWISS and MAXON warrant and represent that all rights granted
hereunder are granted free and clear of any form of encumbrance whatsoever.
(c) SEILER SWISS and MAXON warrant and represent that the information
contained in Exhibits A and C hereto is wholly accurate and complete and further
acknowledge their respective understanding that they have been advised that
SEILER would not consider entering into or enter into this License Agreement
absent SEILER's ability to fully and completely rely upon all of the information
and representations contained herein and in the exhibits hereto.
(d) The following additional exhibits are herewith incorporated by
reference as if fully set forth and repeated herein and are annexed hereto and
made a part hereof as follows:
(i) Exhibit E documents indicating proof of transfer from SEILER
SWISS to MAXON of all PROPRIETARY INFORMATION and/or patent
and patent technology rights relating to HTVS (including but
not limited to certain consulting, supply and research
agreements) necessary to permit MAXON to abide by each of the
terms and conditions of this Agreement.
(ii) Exhibit F written estimates regarding approximate cost for
construction of each plant which shall utilize HTVS technology
and approximation as to expected delivery date from initial
receipt of plant order to finalized construction in a manner
ready for delivery to the U.S.
(e) With respect to the previous paragraph (d)(ii) regarding plant
construction, SEILER SWISS warrants and represents that it has the ability to
construct such plant for delivery in a timely manner so that same may be in
operational order within a relatively short period of time subsequent to receipt
and agrees that it will fully cooperate with SEILER, MAXON and/or
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such governmental agencies as may be necessary so as to effectuate the terms of
this Agreement in as expeditious and reasonable a manner as is practicable.
MAXON FINANCE & TRADE LTD, SA
By: /s/ Max Beutler
------------------------------------
Name: Max Beutler
Title: Counsel
SEILER POLLUTION CONTROL SYSTEMS, INC.
By: /s/ Werner Heim
------------------------------------
Name: Werner Heim
Title: Chairman
SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD.
By: /s/ Niklaus Seiler
------------------------------------
Name: Niklaus Seiler
Title: Director
Dated: July 15, 1993
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INDEX OF EXHIBITS
Exhibit A SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD. brochures
entitled
(i) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for electrostatic
filter ash, paint and enamel sludge (SYSTEM SHT) and
(ii) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for filter ashes,
colour, enamel coagulation and sewage sludges (SYSTEM SHT)
Exhibit B Payment schedule regarding $2,500,000 one-time license fee
Exhibit C List of SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
patents and patents pending
Exhibit D Schedule of royalty payments regarding plants utilizing HTVS
PROPRIETARY INFORMATION
Exhibit E Documents regarding transfer of HTVS PROPRIETARY INFORMATION and
related rights from SEILER HIGH TEMPERATURE SEPARATING SYSTEMS
LTD. TO MAXON FINANCE & TRADE LTD. SA
Exhibit F Cost estimates and approximations regarding delivery dates with
respect to Plant construction
Exhibit A
SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
brochures entitled
(i) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for electrostatic
filter ash, paint and enamel sludge (SYSTEM SHT)
and
(ii) HIGH TEMPERATURE VITRIFICATIONS SYSTEM for filter ashes, colour,
enamel coagulation and sewage sludges (SYSTEM SHT)
Exhibit B
Payment schedule regarding $2,500,000 one-time license fee
Payment Schedule for SEPC license fee.
The payment already made should be broken up between both SEPC and SEPC
International. In addition the following payments will be made:
SEPC
12/31/93 $150,000
3/31/94 $125,000
6/30/94 $125,000
9/30/94 $125,000
12/31/94 $125,000
3/31/95 $125,000
6/30/95 $125,000
9/30/95 $125,000
12/31/95 $125,000
SEPC International
12/31/93 $150,000
3/31/94 $125,000
6/30/94 $125,000
9/30/94 $125,000
12/31/94 $125,000
3/31/95 $125,000
6/30/95 $125,000
9/30/95 $125,000
12/31/95 $125,000
Exhibit C
List of SEILER HIGH TEMPERATURE SEPARATING SYSTEMS LTD.
patents and patents pending
Exhibit D
Schedule of royalty payments regarding plants utilizing
HTVS PROPRIETARY INFORMATION
$500,000 per plant
Exhibit E
Documents regarding transfer of HTVS PROPRIETARY INFORMATION and
related rights from SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD. TO MAXON FINANCE & TRADE LTD. SA
Exhibit F
Cost estimates and approximations regarding delivery dates
with respect to plant construction
License Agreement
Between Maxon Finance & Trade SA, Monaco
and Seiler Pollution Control Systems, Inc. U.S.A.
Territory USA, Mexico and Canada
Price US $2,500,000 over 3 years
License fee US $500,000 per plant
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As of July 15, 1993, Maxon Finance & Trade Ltd. SA ("Maxon") entered into an
agreement (the "License Agreement") with Seiler Pollution Control Systems, Inc.
("Seiler") pursuant to which Maxon licensed to Seiler in perpetuity all of its
right, title and interest in and to certain patent and technology rights (the
"Intangible Assets") relating to its programs in High Temperature Vitrification
Systems, and transferred to Seiler its rights under certain consulting, supply
and research agreements (the "Agreements"). In consideration of the license and
transfer of Intangible Assets and the Agreements, the License Agreement provides
that Seiler will pay to Maxon a one time license fee of US $2,500,000 according
to a separate payment schedule. A royalty of US $500,000 has to be paid for
every plant sold by Seiler in the United States, Canada or Mexico.
Signed this 21st day of July, 1993.
Maxon Finance & Trade Ltd. SA Seiler Pollution Control Systems, Inc.
By: /s/ Max Beutler /s/ Werner Heim
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ADDENDUM TO LICENSE AGREEMENT OF JULY 15, 1993
Notwithstanding anything to the contrary that may be contained in a
License Agreement dated July 15, 1993 by and between Maxon Finance & Trade Ltd.
SA (hereinafter "Maxon") and Seiler Pollution Control Systems, Inc. (hereinafter
"Seiler"), it is herewith agreed by and between the parties hereto that:
(a) "Territory" referred to in Section 1(b) of the aforesaid License
Agreement be and the same hereby is extended so as to include not only the
United States, Mexico and Canada but "worldwide" rights as well; and
(b) The "royalty" payments referred to in paragraph 3(b) of the aforesaid
License Agreement be and the same hereby are, for good and valuable
consideration, wholly deleted; it being the understanding that Seiler shall not
be required to pay any royalty fees whatsoever for fully constructed plants sold
by it or otherwise.
In all other respects the entire July 15, 1993 Agreement heretofore
referred to shall remain exactly "as is".
Signed this 8th day of March, 1994 as follows:
MAXON FINANCE & TRADE LTD, SA
By: /s/ Max Beutler
---------------------------------
Name: Max Beutler
Title: Counsel
SEILER POLLUTION CONTROL SYSTEMS, INC.
By: /s/ Werner Heim
---------------------------------
Name: Werner Heim
Title: Chairman
SEILER HIGH TEMPERATURE SEPARATING
SYSTEMS LTD.
By: /s/ Niklaus Seiler
---------------------------------
Name: Niklaus Seiler
Title: Director
Dates Referenced Herein and Documents Incorporated by Reference
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