As announced on August 18, 2014, BioLargo, Inc. (OTCQB: BLGO) entered into a manufacturing and distribution license agreement for its Isan® system with Clarion Water, a new operating division of InsulTech Manufacturing, LLC (www.insultech.com), the latter of which has over 20 years of commercial success around the globe representing hundreds of millions in sales of technical products to Fortune 100 companies.
Owned in equal parts by BioLargo, Inc. and Peter Holdings, Ltd., the Isan system leverages the power of iodine to provide the world’s most effective disinfection dosing systems. It has been referred to as one of the most important technical advancements in food safety in the past 20 years. It won a ‘top 50 water company award’ by the Artemis Project in 2010 and a DuPont Innovation Award for its excellence in science and innovation in 2004.
Dennis Calvert, BioLargo's president, stated: "This represents a promising opportunity for BioLargo to bring one of our platform technologies to market. As we work on initiatives to commercialize several iodine-based technologies, it was important to us to find a partner with the manufacturing and distribution experience, capabilities and capital resources to fully realize the potential of the Isan system. The global applications for the Isan system are vast as industries all over the world seek a sustainable and cost-effective solution to disinfect water and control disease.”
Iodine is a powerful, broad-spectrum biocide that is a logical replacement for chlorine in applications involving irrigation supply and post-harvest sanitation. Through its automated and precise dosing system, the Isan system can help increase the quality and shelf life of fruits, vegetables, and other produce, is effective against a host of bacteria and fungi, and helps producers conform to increasingly stringent food safety regulations such as the Hazard Analysis and Critical Control Points (HACCP), which addresses food safety through the analysis and control of raw material hazards.
“The Isan system has been validated through early stage commercialization and comprehensive testing conducted in Australia and New Zealand. Clarion intends to leverage this early work and focus initial commercialization efforts on the vast opportunities for the technology in improving plant quality and shelf life as well as explore additional opportunities for use in select industrial applications. We are excited to bring this technology into the market place through this licensing partnership,” concluded Calvert.
Tom Bercaw, President and Founder of Clarion Water commented, “We are excited about the significant opportunities for the Isan technology around the world. We conducted extensive market research to validate the high global demand for water disinfection systems with the performance and features of the Isan system. The system features a green, environmentally friendly design focused on solving many of the critical issues faced by agriculture, industry, municipalities and others with regard to safe, effective and responsible water treatment. In addition, the Isan system has been proven to enhance food safety and HACCP compliance, which has been an ever increasing concern in the US and abroad. We believe the Isan system is a good fit for our talents, experience and market presence.”
Terms of Agreement
Per the terms of the agreement, Clarion receives the exclusive global manufacturing and distribution rights to the Isan system and use of all historical data to support its commercial focus. Clarion will pay BioLargo a patent maintenance fee of $25,000 per year paid quarterly in arrears, and royalties on revenue equal to 10% paid quarterly in arrears. There are no minimum royalty payments for the first two years, but at year three (beginning July 1, 2016) the minimum royalties are $50,000 per quarter, at year four $75,000 per quarter, and at year five and onward $100,000 per quarter. The intellectual property subject to the license agreement includes all intellectual property related to the Isan System, including all patents, trademarks, proprietary knowledge, and other similar know-how or rights relating to or arising out of the Isan System or the patents related to the Isan System. The agreement contains other terms and conditions typically found in intellectual property license agreements.
BioLargo and Peter Holdings received a royalty advance of $100,000 upon execution of a letter of intent in February of 2014, which will now be applied to royalties received during the first two years of the agreement. BioLargo retains certain marketing rights to help develop clients for Clarion.