Technology Development And Option Agreement

TECHNOLOGY DEVELOPMENT AND OPTION AGREEMENT


This Technology Development and Option Agreement (this "Agreement") is made effective as of August 24, 2007 (the "Effective Date"), by and among SGPF, LLC, a Kentucky limited liability company ("SGPF"), MedPro Safety Products, Inc ("MedPro"), a Delaware Corporation.


RECITALS


A. SGPF has an agreement to acquire the technology and related products known as the Safety Syringe System, with and without a Distal Protective Needle, in a Fillable and Pre-filled Configuration, and more precisely described in the Patents and description contained in Exhibit A, (hereinafter referred to as "the Blunt Technology.")


B. SGPF desires to engage the services and the financial support of MedPro to develop the Blunt Technology and MedPro is willing to provide such assistance in exchange for receiving an option to acquire the Blunt Technology in accordance with this Agreement.


AGREEMENT


Incorporating the above recitals herein, and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SGPF and MedPro hereby agree as follows:


1. Definitions


For purposes of this Agreement capitalized terms have the meanings set forth in this Section or elsewhere in this Agreement.


1.1 "Affiliate" as used in this Agreement with respect to a person or entity means any corporation, company, partnership, joint venture, entity, and/or firm which controls, is controlled by or is under common control with such person or entity.


1.2 "Blunt Product" means the Safety Syringe System, with and without a Distal Protective Needle, in a Fillable and Pre-filled Configuration, as described on Exhibit A to this Agreement and covered by the Patents and the Patent Applications.


1.3 "Blunt Technology" means (a) the technology described on the Description of the Safety Syringe Device and the Product, in multiple configurations as noted in this Agreement, and as attached to this Agreement as Exhibit A, and (b) all knowledge, information, know-how, discoveries, procedures, devices, techniques, programs, inventions, creations, methods, protocols, formulas, software, designs, drawings, works of authorship and other valuable technical and proprietary information related to such technology, the Safety Syringe Device and the Product that have been developed by or on behalf of SGPF as of the date of this Agreement. Such know-how described in the previous sentence includes, but is not limited to, proof of concept and all efforts necessary to ensure manufacturability of all of the above mentioned. This does NOT mean additional refinements may not be necessary.


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1.4 "Closing" shall have the meaning set forth in Section 3.3.


1.5 "Development Agreement" shall have the meaning set forth in Section 2.1(ii).


1.6 "Development Agreement Notice" shall have the meaning set forth in Section 2.1(ii).


1.7 "Development Costs" shall have the meaning set forth in Section 2.2.


1.8 "Encumbrances" means any title defects, objections, liens, claims, pledges, rights of first refusal, options, charges, security interests, mortgages or other encumbrances of any nature whatsoever which are claimed through or by SGPF but specifically excluding any of the same arising under or by reason of the TAG.


1.9 "Exercise Period" shall have the meaning set forth in section 3.3.


1.10 "Exercise Price" shall have the meaning set forth in Section 3.2


1.11 "MedPro Services" shall have the meaning set forth in Section 2.1.


1.12 "Patents" means (a) any Patents described in Exhibit A or Patents arising out of the Patent Applications described in Exhibit A; and (b) any and all reissues, extensions, substitutions, confirmation, registrations, re-validations, re-examinations, additions, continuations, continuation-in-part or divisionals of or to such Patents, together with all foreign corresponding Patents thereof.


1.13 "Patent Applications" means (a) the Patent applications described in Exhibit A and (b) any other U.S. or foreign Patent applications that may be filed with respect to the Technology or the Product, and any continuations, continuations-in-part and divisions of these applications.


1.14 "TAG" shall mean that certain Technology Acquisition Agreement dated February 19, 2007 among SGPF, Hooman Asbaghi and Visual Connections.


2. Development of the Blunt Technology


2.1 Services to be Provided by MedPro. The following shall apply to the development of the Blunt Technology:


(i) MedPro shall, in consultation with SGPF, manage and direct the development of the Blunt Technology with the objective of fully commercializing the Blunt Technology as quickly as possible, including, but not limited to, doing the following: (a) providing the administrative support need to manage the development of the intellectual property and Patent process; (b) continuing to prosecute the Patent filings; (c) obtaining approvals from the Food and Drug Administration; (d) generation of the proof of concept tooling and samples; (e) solicitation of agreements for the marketing and distribution of the Blunt Product; and (f) performing all acts reasonably necessary to develop the Blunt Technology for commercialization (the "MedPro Services") In providing MedPro Services, MedPro will devote sufficient management resources and experienced personnel to complete the development process in a


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timely manner. In performing MedPro Services, MedPro shall regularly consult with and inform SGPF on all aspects of its activities and shall obtain, in advance, SGPF's approval on all major decisions regarding the MedPro Services.


(ii) SGPF shall retain the unfettered authority to enter into a Development Agreement (as hereinafter defined) with any other party. In such event, MedPro's rights and obligations as provided in this Agreement shall cease in so far as such rights and obligations are inconsistent with the terms of the Development Agreement, except that nothing contained in such Development Agreement shall reduce or eliminate MedPro's rights in Section 3 of this Agreement. For purposes of this Agreement, the term "Development Agreement" means an agreement under which a party commits to SGPF that it will generate the concept tooling and samples of Blunt Products, market and distribute Blunt Product, and perform other acts reasonably necessary to commercialize the Blunt Technology and Blunt Products. At such time as SGPF enters into a Development Agreement, it shall provide written notice to MedPro (the "Development Agreement Notice").


2.2 Development Costs to be paid by MedPro. MedPro will pay all the costs incurred in performing the MedPro Services (the "Development Costs") up to a maximum of Three Hundred Seventy-Five Thousand Dollars ($375,000.00). For purposes of this Agreement, Development Costs shall only include reasonable out-of-pocket expenses (including travel expenses) incurred by MedPro in performing the MedPro Services.


On or about the tenth (10th) of each month during the term of this Agreement, MedPro shall provide SGPF an accounting of all Development Costs incurred during the preceding calendar month.


Notwithstanding anything to the contrary contained herein, MedPro shall obtain the prior approval for any single expenditure exceeding Ten Thousand Dollars ($10,000.00).


3. Option to Purchase the Blunt Technology


3.1 Option to Purchase Technology. On the terms set forth below, SGPF hereby grants to MedPro the exclusive option to acquire all of SGPF's right, title, and interest in and to the Blunt Technology.


3.2 Option Exercise. Upon exercise of the option described in Section 3.1, the following shall occur:


(i) MedPro shall pay to SGPF the Exercise Price on the date of Closing. The term "Exercise Price" shall mean the following:


(a) the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00);


(b) all amounts SGPF has paid on or prior to the date of Closing under Sections 2.1(a)(ii), (iii) and (iv) of the TAG (but specifically excluding Section 2.1(a)(i) of the TAG); and


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(c) the sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) in common stock of MedPro (or any other shares into which MedPro common stock may be converted) based on a value of $1.81 per share of the MedPro common stock.


The amounts specified in 3.2(i) shall be paid to SGPF in cash by wire transfer in immediately available funds on the Closing Date. The stock certificates representing the capital stock specified in Section 3.2(i) shall be delivered to SGPF on the Closing Date.


(ii) MedPro and SGPF shall execute an assignment agreement under which SGPF shall assign, and MedPro shall assume, all rights and obligations of SGPF under the TAG which assignment and assumption shall include, but not be limited to, the following: (A) the obligation to pay any outstanding payment due under Section 2.1(a)(ii) and (iii) in the TAG; and (B) the obligation to make any Royalty Payment (as defined by the TAG). The assignment agreement shall provide that MedPro shall assume and faithfully and fully discharge and perform each and every obligation arising under the TAG.


(iii) SGPF and MedPro shall execute such other documents and instruments of assignment necessary or appropriate to transfer the Blunt Technology to MedPro.


3.3 Time/Method To Exercise. MedPro shall have the right to exercise the option described in Section 3.1 beginning on execution date of this Agreement and ending on the sixtith (60th) day after delivery by SGPF to MedPro of the Development Agreement Notice ("Exercise Period"). To exercise the option, MedPro shall provided written notice to SGPF, prior to the end of the Exercise Period, referencing this Section 3.3 and stating that it intends to exercise its option pursuant to Section 3.1. The option exercise shall be consummated pursuant to Section 3.2 (the "Closing") at a mutually agreeable time and place (but in the absence of such an agreement on the first business day following the expiration of the Exercise Period at the offices of MedPro in Lexington, Kentucky).


Notwithstanding anything to the contrary contained herein, in the event SGPF receives a notice from MedPro that it intends to exercise the option described in Section 3.1 and SGPF believes, in good faith, that the representations contained in Section 4.4 may be inaccurate at the time of Closing, SGPF may defer the Closing for up to one hundred eighty (180) days to attempt to cure the inaccurate representation. If SGPF is unable to so cure in such time, the option notice shall deemed to be have never been given in response to the Development Agreement Notice


3.4 Termination of Agreement. This Agreement shall terminate, and all rights and obligations of the parties hereunder shall cease, upon the expiration of the Exercise Period if MedPro has not exercised its option to purchase within the specified time after receiving a Development Agreement Notice.


4. Representations and Warranties of SGPF


SGPF represents and warrants to MedPro as of the date hereof, which representations and warranties are material, are being relied upon by SGPF (not withstanding any independent investigation) and will survive the date hereof, as follows:


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4.1 Organization, Power. SGPF is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Kentucky and has all requisite corporate power and authority to carry on its business as it is now being conducted, to own, lease and operate its properties and assets, to enter into this Agreement and to carry out the transactions contemplated hereby.


4.2 Authorization, Execution. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will be duly authorized by the Members of SGPF. This Agreement has been duly executed and delivered by SGPF, and constitutes a valid and legally binding obligation enforceable against SGPF in accordance with its terms.


4.3 Conflicts. Neither the execution and delivery of this Agreement nor the performance of the provisions hereof or the transactions contemplated hereby by SGPF (a) violates or con ...