This Agreement is made the 11th of November, 1997
INNOVATIVE TECHNOLOGIES Limited ("IT") a British Company (registered number 2666957) whose
principal place of business is at Road Three, Industrial Estate, Winsford, Cheshire CW7 3PD, United Kingdom;
DERMA SCIENCES INCORPORATED ("DERMA"), an American Corporation, whose principal place of
business is at 214 Carnegie Center, Suite 100, Princeton, NJ 08540, USA.
A. DERMA is engaged in the marketing, distribution and sale of products for the treatment of chronic non-healing
skin ulcerations such as pressure and venous ulcers, surgical incisions and burns ("chronic wounds").
B. IT is engaged in the development and manufacture of products for the treatment of chronic wounds.
C. DERMA desires to retain IT, and IT desires to be retained by DERMA to develop and manufacture certain
zinc products for the treatment of chronic wounds.
IT IS AGREED as follows: -
1.1 DERMA hereby retains IT and IT hereby agrees to be retained to develop,
manufacture and obtain United States Food and Drug Administration (FDA)
clearance for the three woundcare products ("The Products") which IT is
currently developing and shall continue to develop:-
1.1.1 A zinc-containing alginate;
1.1.2 A zinc-containing intelligent hydrocolloid dressing; and
1.1.3 A zinc-containing flat sheet hydrogel
as specified in Enclosure l.
2 PRODUCT OWNERSHIP
2.1 DERMA shall have title and ownership of the Products together with
associated Intellectual Property Rights.
2.2 Nothing in the Agreement shall constitute IT as owner, part owner or
2.3 Notwithstanding this, IT shall have the right to manufacture, use and
sell the Products, subject to the terms herein.
3 DEVELOPMENT TIMETABLE
3.1 Development and dispatch of the zinc hydrocolloid and zinc alginate