UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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January
21, 2011
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ENCISION
INC.
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(Exact
name of registrant as specified in its charter)
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Colorado
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001-11789
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84-1162056
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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6797
Winchester Circle, Boulder, Colorado
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80301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(303)
444-2600
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
January 21, 2011, Encision Inc. (“Encision”) and Boston Scientific Corporation
(“BSC”) entered into a Development, License and Non-Commercial Supply Agreement
(the “Agreement”), whereby Encision (i) will perform development services for
BSC for the development of electrosurgical instruments (the “Developed
Products”), (ii) grants a non-exclusive, worldwide, royalty-free, irrevocable
and perpetual license to BSC for the use of Encision’s AEM technology and other
intellectual property developed by Encision in connection with the Agreement
(collectively, the “Licensed IP”) to the extent the Licensed IP is incorporated
into or necessary for the manufacture, use or sale of the Developed Products,
and (iii) will manufacture and supply BSC with the Developed Products pursuant
to the terms of the Agreement.
The
initial term the Agreement commences on January 21, 2011 (the “Effective Date”)
and will continue until the later of two years from the Effective Date or the
expiration of sixty (60) business days after the termination of the last
effective Statement of Work under the Agreement. Encision and BSC may
mutually agree in writing to extend the term for additional one-year periods
prior to the expiration of the then current term.
In
consideration for the license of the Licensed IP, BSC will pay Encision a
one-time license fee. In addition, if BSC decides to commercialize
the Developed Products, BSC will pay Encision a one-time commercialization
license fee plus a negotiated royalty fee. For development services,
BSC will pay Encision for services actually rendered on an hourly basis in
accordance with the Agreement and the applicable Statement of
Work. If BSC decides to commercialize the Developed Products with
Encision pursuant to the Agreement, BSC and Encision will negotiate in good
faith for the consideration to be paid to Encision for the supply of the
Developed Product.
The
Agreement is subject to early termination by either party pursuant to the terms
of the Agreement. Pursuant to the Agreement, each party agrees to
indemnify the other party against losses relating to the material breach of the
Agreement or the other party’s negligence.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENCISION
INC.
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Date: January 27,
2011
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/s/Marcia
K. McHaffie
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Marcia
K. McHaffie
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Controller
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Principal
Accounting Officer
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