Sale of Technology Sample Clauses

Sale of Technology. 15 7.01. RESTRICTION..................................................................... 15 7.02.

Sale of Technology a. If an Event of Default has occurred and is continuing as provided in Section 8.2 hereof or the indebtedness created hereby either with respect to principal or interest remains in whole or in part unpaid as of the Due Date, the Holder will be entitled and empowered to dispose of the Technology or any part thereof: i. at public sale, which public sale may be conducted at the location designated by the trustee for cash or on credit and on such terms as the trustee may in its sole discretion, elect after giving at least five days notice of the time and place of sale in the manner provided by law, or ii. at private sale upon like notice for cash or on credit and on such other terms as the Holder may in its sole discretion elect. b. The proceeds of the sale ("Sale Proceeds") of the Technology will be allocated as follows: i. to reimburse the Holder (to a maximum of 10% of the gross proceeds of sale), for all costs and expenses incurred as the result of an Event of Default and in connection with re-possession, storing, advertising, marketing and selling the Technology including, without limitation, reasonable attorneys' fees and costs; ii. to the Holder as a reduction of amounts owing by the Corporation under this Note allocated firstly as to interest and the remainder as to principal; and iii. the balance to the Corporation. c. Any balance owing by the Corporation under this Note after the allocation of the Sale Proceeds will be forgiven by the Holder and the Corporation will have no further liability under this Note. d. This Note is non-negotiable. The Holder will have no right or recourse against any legal person in respect of the covenants contained in this Note other than the Corporation, and its assigns but only severally and not jointly and only to the extent of each person's interest in the Technology.

Sale of Technology. 2.01 The Vendor agrees to sell and the Purchaser agrees to purchase as at the Effective Date, at and for the price of Ninety Thousand Dollars USD ($90,000 USD), all of the Vendor's right, title and interest in the invention and which for greater clarity but without in any way restricting the foregoing definition, shall include: (i) that certain patent application dated the 19th day of November 1997 made by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and assigned to the Vendor on the 19th day of November 1997 for the proprietary technology known as a PHOTOLUMINESCENT LIGHT EMITTER WITH ENHANCED PHOTOMETRIC BRIGHTNESS CHARACTERISTICS including all research and development expended on such technology to the date hereof. The said ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ having developed the proprietary technology and having applied for a patent pursuant to application number 08/979,094 filed with United States Patent and Trademark Office, a copy of which is appended hereto as Schedule "A". The Purchaser hereby acknowledges that the invention herein purchased and the patent application based thereon is being purchased without any warranty or representation from the Vendor or the Inventors that a patent will issue for such invention IN THE UNITED STATES PATENT AND TRADEMARK OFFICE or in any other country or jurisdiction and further that such invention has any commercial viability or fitness for any particular purpose. 2.03 The Vendor's right, title and interest in the invention at the Effective Date and on the Closing Date shall be free and clear of all claims, encumbrances, charges and other third party rights or interests. 2.04 The Purchaser shall not be deemed by this agreement to have accepted any obligation or assumed any obligation or responsibility for the payment of any debt, obligation, liability, claim or demand of whatsoever nature of or against the Vendor in respect of the invention or patent application.

Sale of Technology. Subject to the terms and conditions herein contained, ▇▇▇▇ ▇▇▇▇▇▇ hereby sells and transfers All rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from ▇▇▇▇▇▇ for a total purchase price (the “Purchase Price”) of $5,000 (five thousand dollars), plus other additional consideration as set forth below. As such, upon execution of this Modification by the Parties Seller shall forfeit all rights, titles and interests in and to the Technology.

Sale of Technology. Subject to the terms and conditions of this Agreement, at the Closing, Dong-A shall sell, assign, convey, transfer, and deliver all its right, title, and interest in and to the Acquired Technology to NeuroBo. The Acquired Technology includes all claims for damages for past infringement of any of the Acquired Technology, the right to ▇▇▇ for and collect the same for its own use and enjoyment, and for the use and enjoyment of its successors and assigns.

Sale of Technology. 3.1 Intergraph Hardware Technologies Company (herein "IHTC"), agrees to sell and assign, and Intel agrees to buy, all right, title and interest including the right to ▇▇▇ for past infringements to the following IHTC patents (herein "Assigned Patents"): U.S. 5,432,727; 5,216,297; 5,504,925; 5,212,454; 5,338,970; 5,499,445; 5,508,640; 5,487,025; 5,455,528; CA 2105806; DE69318914; GB 0536536; 0477807; and FR 0477809 and 0536536. IHTC and Intergraph hereby reserve a personal, non-exclusive, irrevocable, perpetual, non- transferable, royalty-free, worldwide license, without the right to sublicense, to make, have made (subject to 4.4), import, offer to sell, and sell products under the Assigned Patents. 3.2 In further consideration of Intel's payment, IHTC agrees to assist and cooperate with Intel in the filing and prosecution of any pending applications and/or further continuation or derivative rights pertaining to the Assigned Patents. 3.3 The parties agree that the Assigned Patents do not pertain to the pending litigation between Intel and Intergraph. 3.4 IHTC hereby sells, assigns, transfers, and conveys to Intel all of IHTC's right, title, and interest in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Assigned Patents, including without limitation, all rights to pursue damages, injunctive relief, and other remedies for past, current and future infringement of the Assigned Patents. 3.5 Within thirty (30) days following the Effective Date, IHTC shall deliver to Intel (a) an executed patent assignment in the form of Exhibit B hereto; and (b) copies of all patent files and original documents, owned or controlled by Intergraph (including without limitation Letters Patent) relating to the Assigned Patents. 3.6 At the reasonable request of Intel, IHTC shall execute and deliver any instruments, and do and perform any other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the transfers contemplated hereby, including without limitation execution, acknowledgment, and recordation of any papers. IHTC shall, at Intel's reasonable expense, fully cooperate in any litigation or proceeding (including but not limited to interference proceedings) relating to the Assigned Patents (such cooperation including, but not limited to, making witnesses available and providing evidence of invention dates) to the extent that IHTC is able to do so without unreasonably inter...

Sale of Technology. If the Company determines to sell, license or otherwise dispose of the Patents or antenna technology, any consideration received by the Company in connection with said transaction up to the first $5,000,000 shall be paid, in full, in like kind, to Payee at the closing of such transaction in accordance with the terms and conditions of the agreement relating to the transaction. Payee shall have the right to require as a condition of the closing of any such transaction that the party acquiring the Patents or any rights thereunder shall, at a minimum, be required to acknowledge, adopt and agree to be bound by all terms and conditions of this Agreement.

Sale of Technology. 1.1 The Seller agrees to sell, transfer and assign, and the Buyer agrees to purchase as at the Closing Date, the Technologies and Assigned Rights including all modifications, enhancements and improvements to the Technologies and to sell, transfer and assign all his right title and interest in the Technologies and the Assigned Rights including the engineering and design drawings, studies and reports and all information relating to the Technologies and the Assigned Rights, whether written or oral and related Technologies including the past, present and future versions of software, computer programs, data and text (regardless of the form in which it including but not limited to the source code version thereof and the batch processor logic module) and all patent rights, copyrights, trade secret rights and other proprietary rights in and thereto including all documentation for the Software, all technical documentation, system designs and specifications, flow charts, record and file layouts, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding or testing of, or algorithms or routines used in, or errors discovered or corrected in, the software and any other type of information or material (in whatever form, whether human or machine readable) relating to the software that was prepared by or for the Inventor and the Buyer desires to purchase and acquire all the Seller’s right, title and interest in the Technologies and the Assigned Rights and related technologies, the trademarks and service marks set forth herein on an “as is basis” and to further develop and commercialize the Technologies and the Assigned Rights herein sold by the Seller and all research, developments, engineering and design drawings and specifications, software studies and reports and all information whether oral or written of the Inventor free and clear of all liens, charges and encumbrances. 1.2 Provided however the Inventor shall retain a minority Thirty Percent (30%) interest in any project initiated and financed by the Buyer in Taiwan, using the Patent Rights for Taiwan bearing Patent Number 285138. 1.3 The Seller’s right, title and interest in the Technologies and the Assigned Rights on the Closing Date shall be free and clear of all claims, encumbrances, charges and other third party rights or interests.

Sale of Technology. In the event that management of the Company elects, in its sole discretion, to form or organize a company or other entity in which the Company will hold a majority of the initial outstanding capital (hereinafter, a "New Company") for the purpose of exploiting any technology, know-how or other process developed (or any such technology, know-how or process that is yet in-process but is substantially completed) by Employee in the course of his employment hereunder (the "Subsequently Developed Technology"), then Employee shall receive 5% of such New Company's initial equity at the time of its incorporation; provided that Employee agrees that such equity may be diluted if there are additional issuances of New Company equity after incorporation, so long as all stockholders are diluted equally. Nothing contained herein shall, however, be deemed, construed or interpreted to obligate the Company to undertake any activity to exploit any Subsequently Developed Technology. In any circumstance where no New Company is established but the Company is contractually entitled to derive any royalties or future payments directly from the exploitation of Subsequently Developed Technology, then the Company and Employee agree to enter into good faith negotiations that are intended to enable Employee to participate in or share in such payments to which the Company may be so entitled, it being understood that Employee's participation in or share of any amounts to which the Company may so entitled shall not in any event exceed 5% of such amount. If the Company incorporates a New Company as a result of the Employee's substantial initiatives, then the Employee shall receive 2.5% of such New Company's equity at the time of its incorporation. If the Company either ceases operations or changes its business focus such that the Company no longer intends to utilize the technology set forth on Exhibit A hereto (the "Existing Technology"), the Company shall sell the Existing Technology to Employee for ninety percent (90%) of its then current fair market value as determined by an independent appraiser mutually selected by the Company and Employee.