License, Development and Supply Agreement (2003)Full Document 

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                    LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT

                                     BETWEEN

                                 MCNEIL PDI Inc.

            (acting through its MCNEIL Consumer Healthcare division)

                                       AND

                   IMI INTERNATIONAL MEDICAL INNOVATIONS INC.



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I       DEFINITIONS...............................................    2

ARTICLE II      DEVELOPMENT OF THE PRODUCT................................    8

ARTICLE III     LICENSE GRANTS, EXCLUSIVITY, AND FUTURE RIGHTS............   10

ARTICLE IV      PAYMENTS AND REPORTS......................................   11

ARTICLE V       GOVERNMENT AUTHORIZATIONS.................................   13

ARTICLE VI      SUPPLY REQUIREMENTS.......................................   14

ARTICLE VII     MANUFACTURE...............................................   19

ARTICLE VIII    PURCHASE PRICE............................................   22

ARTICLE IX      PACKAGING AND LABELING....................................   24

ARTICLE X       INSPECTION................................................   25

ARTICLE XI      WARRANTIES AND INDEMNITIES................................   26

ARTICLE XII     INSURANCE.................................................   29

ARTICLE XIII    PRODUCT RECALLS...........................................   30

ARTICLE XIV     PATENTS AND TRADEMARKS....................................   30

ARTICLE XV      CONFIDENTIALITY...........................................   33

ARTICLE XVI     CONTRACTUAL RELATIONSHIP..................................   36

ARTICLE XVII    TERM AND TERMINATION......................................   36

ARTICLE XVIII   MISCELLANEOUS PROVISIONS..................................   39



Appendix A - Clinical Development Program
Appendix B - Consumer Product Development Program
Appendix C - Licensed Patents
Appendix D - IMI Trade Marks
Appendix E - Professional Product Specifications
Appendix F - Stability Test Program
Appendix G - Royalty Report
Appendix H - Sales Forecast
Appendix I - Quality Control Procedures
Appendix J - J&J Corporate Quality Systems Regulations
Appendix K - Price Schedule for X-Rite Reader
Appendix L - Statement of Non-Conformity
Appendix M - Returned Goods and Authorization Form

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                    LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT

THIS AGREEMENT is made effective the 9/TH/ day of May 2002 by and between IMI
International Medical Innovations Inc., a Canadian corporation, having its
principal place of business at Suite 300, 4211 Yonge Street, Toronto, Ontario,
M2P 2A9, Canada ("IMI") and McNeil PDI Inc., a Canadian corporation, having its
principal place of business at 768 Herbert Street, Desbiens, Quebec, Canada
(acting through its McNEIL Consumer Healthcare division on behalf of McNeil PDI
Inc.) ("MCNEIL").

A. IMI has developed a cardiac risk predictor that measures skin cholesterol (a
novel and independent predictor for Coronary Artery Disease), and a test for use
by trained medical personnel and/or trained healthcare workers was approved for
sale in Canada January 29, 2001 (and a test for consumer use without the
intervention of medical practitioners is currently under development).

B. MCNEIL has experience and expertise in marketing, sales and supply chain
management for manufacturing and assembling medical products.

C. MCNEIL desires to jointly develop with IMI and market certain cardiac risk
predictors, for both professional and consumer markets.

D. IMI desires to have manufactured and supply to MCNEIL such cardiac risk
predictors, at least for an initial period, and MCNEIL desires to have IMI have
manufactured and supply to MCNEIL such cardiac risk predictors, at least for an
initial period.

                                        1



                                    ARTICLE I

                                   DEFINITIONS

As used in this Agreement, the following terms shall have the following
respective meanings:

1.1 All currency used in this Agreement shall be denominated in Canadian
Dollars, unless specifically identified otherwise.

1.2 "Affiliate(s)" shall mean any company(ies) or other legal entity(ies)
directly or indirectly controlling, controlled by, or under common control with
a respective party. For purposes of this definition, "control" shall mean
possession of the power to direct or cause the direction of the management and
policies of the company or other legal entity, whether pursuant to the ownership
of at least 50% of its voting securities, by contract, or otherwise.

1.3 "Annual Sales" shall mean the Net Sales in a calendar year.

1.4 "Business Day" shall mean any day other than a Saturday, Sunday or any day
that is a national, provincial, municipal or civic holiday in Toronto, Ontario,
Canada.

1.5 "Clinical, Development Program" shall mean the program described in Appendix
A.

1.6 "Confidentiality Agreement" shall mean the confidentiality agreement of
December 7, 2000, between IMI and MCNEIL, which is herein incorporated by
reference.

1.7 "Consumer Product Development Program" shall mean the program described in
Appendix B.

1.8 "Effective Date" shall mean the date first written above.

1.9 "Field" shall mean and include the following to the extent that they relate
exclusively to systems measuring skin cholesterol:

    1.9.1 "Consumer Field" shall mean the field of diagnosing, predicting and
    monitoring of cardiac risk utilizing systems that are approved by the

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