Exclusive Patent Sub-License and Royalty Agreement (2002)Full Document 

Start of Preview
               EXCLUSIVE PATENT SUB-LICENSE AND ROYALTY AGREEMENT

         THIS EXCLUSIVE PATENT SUB-LICENSE AND ROYALTY AGREEMENT
("Agreement") is made as of November 21, 2002 by and between the Estate of David
Sowers, Deceased, by and through the Estate's Personal Representative, Sandra
Sowers (hereinafter "Licensor"), having an address at 4411 NW 105th Terrace,
Coral Springs, Florida 33065 (hereinafter "Licensor"), P.D.C. Innovative
Industries, Inc., a Nevada corporation, with its principle place of business
located at 3838 NW 126th Avenue, Coral Springs, Florida 33065 (hereinafter
"Licensee"), and Medical Marketing Innovations, Inc., a Florida corporation,
having it principle place of business located at 7150 West 20th Avenue, Suite
302, Hialeah, Florida 33016 (hereinafter "Company") (the signatories to this
Agreement being referred to individually as a "Party" hereto and collectively as
"Parties" hereto).

                              W I T N E S S E T H:

         WHEREAS, Licensor owns certain Technology (as hereinafter defined)
which is covered by Licensor's Patent Rights (also as hereinafter defined); and

         WHEREAS, Licensor has previously licensed the Technology and Patent
Rights to Licensee pursuant to an exclusive patents license agreement dated June
8, 2000 by and between David Sowers, now deceased, of which Sandra Sowers is the
sole beneficiary and Personal Representative of Licensor's Estate, and the
Licensee (the "June 8 Agreement"), which June 8 Agreement has been subsequently
amended and revised as to the royalty provisions thereof pursuant to the terms
of an October 1, 2001 resolution of the Licensee's Board of Directors, of which
the Licensor was then and is now a director (the "Amendment and Revision") (the
June 8 Agreement and the Amendment and Revision are collectively referred to as
the June 8 Agreement, as amended"); and

         WHEREAS, the June 8 Agreement, as amended, is currently in full force
and effect; and

          WHEREAS, Licensor and Licensee are both desirous that the Technology
be utilized and further developed, and the Licensor is therefore willing to
permit Licensee to grant an exclusive territorial sub-license and right thereto
pursuant to the terms and conditions hereof (with each of the Licensor and
Licensee understanding that the sub-license and rights thereto as set forth
herein are broader than that previously granted by the Licensor to the Licensee
pursuant to the June 8 Agreement, as amended, to which such expanded license and
rights Licensor agrees by her execution hereof) to the Company for all of the
Technology to which the Licensor and Licensee together have sole right, title
and interest; and

         WHEREAS, the Company desires to obtain certain exclusive rights from
the Licensor and Licensee for the commercial development, use, license and /or
sale of the Technology; and

         WHEREAS, the Company will receive know-how relating to the Technology
from the Licensee and Licensor, including but not limited to access to the
Licensee and the Licensor;





         NOW, THEREFORE, for and in consideration of the covenants, conditions
and undertakings hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
Parties hereto, the Licensor, Licensee and the Company agree as follows:

                                    SECTION 1
                                   DEFINITIONS
                                   -----------

         1.1 "Technology" as used herein means all technical and economic
information, know- how and data relating to the Licensor's Hypo-Pro 2000
(formerly referred to as the Hypo-Sterile 2000 in the June 8 Agreement, as
amended) medical device product, all related and /or ancillary products, all
Improvements and Related Technology and Components.

         1.2 "Patent Rights" as used herein means rights in the Technology and
all proposed patent applications, pending patent applications (including but not
limited to U.S. Patent Application, Serial No. 10/003874, entitled "Hypodermic
Needle and Syringe Decontamination" and Destroying Apparatus" filed October 24,
2001), issued patents in the United States and any foreign country, any claim of
which covers any portion of the Technology, without limitation, as well as any
continuation, divisional, renewal, reissue, reexamination and extension of any
such applications or patents, and any corresponding foreign patents and
applications.

         1.3 "Territories" as used herein means the world, including the United
States and its territorial possessions and Canada.

         1.4 "Licensed Product" as used herein means any product, apparatus, kit
or component part thereof, or process or method of operation or other subject
matter whose manufacture, use or sale is covered by any claim or claims included
with the Patent Rights, as such term is defined above.

         1.5 "Licensed Method" as used herein means any method, process,
technique or manner of production whose operation or use is covered by any claim
or claims included with the Patent Rights.

         1.6 "Improvements" as used herein means each and every modification
relating to the Licensed Product acquired by Licensor with the right to transfer
or license.

         1.7 "Affiliate" as used herein means any legal entity or corporation of
which the Company now or may later directly or indirectly control or own.

         1.8 "Related Technology and Components" as used herein means all CAD
drawings of circuit board layouts, manufacturing assembly instructions, test
procedures, bills of material, lists of approved vendors, location of unique
dies and tools, engineering test criteria for the Hypo-Pro 2000 product (to the
extent assignable), full documentation for the electronics portion of the
Hypo-Pro 2000, all software operating systems and machine codes for the products
recited above, all copyrights thereto and to the Technology and exclusive use by

End of Preview