20-Feb-2014
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Item 1.01 Entry Into a Material Definitive Agreement
As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2014, our parent company, Nanobeak Inc.
("Nanobeak"), has entered into a License Agreement (the "License Agreement")
with the National Aeronautics and Space Administration ("NASA") pursuant to which Nanobeak was granted a royalty-bearing, non-transferable license to certain inventions and patent rights owned by NASA relating to chemical sensing nanotechnology for use within the United States and its territories.
Pursuant to Section 3.1.1 of the License Agreement, Nanobeak is permitted to sublicense its rights under the License Agreement to Vantage Health. Effective as of February 20, 2014, Nanobeak has sublicensed such rights to Vantage Health as set forth in a Sublicense Agreement (the "Sublicense Agreement").
The Sublicense Agreement grants patent rights to Vantage Health on the same terms as such rights have been granted to Nanobeak under the License Agreement; provided, however, that the field of use for the patent rights granted to Vantage Health is limited to disease detection.
Vantage must pay to Nanobeak certain royalties in connection with the Sublicense Agreement, which royalties are equivalent to those owed by Nanobeak to NASA pursuant to the License Agreement. Vantage must further comply with other obligations of Nanobeak under the License Agreement as though Vantage were a party thereto, including achievement of practical application of the patent rights and certain reporting obligations.
The Sublicense Agreement will terminate upon the earlier of (i) termination of the License Agreement or (ii) termination by either party to the Sublicense Agreement as set forth therein.
The foregoing description of the Sublicense Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Sublicense Agreement, which is attached as Exhibit 10.1 hereto, the terms of which are incorporated herein by reference.
