Exhibit 10.7
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (hereinafter called "Agreement"), to be
effective as of the 16th day of April, 2004 (hereinafter called "Agreement
Date"), is made by and between ▇▇▇▇▇▇ Enterprises("▇▇▇▇▇▇ ENTERPRISES" or
"Licensor"), a corporation located in Pacifica, California that provides various
lighting technologies and related services and Redox Technology Corp.
("LICENSEE") a Delaware, U.S. corporation with its principal place of business
located in Alameda, California, this 16th day of ("Effective Date") April 2004.
WITNESSETH:
WHEREAS, ▇▇▇▇▇▇ ENTERPRISES is the owner of the Subject Technology as defined
below; and
WHEREAS, ▇▇▇▇▇▇ ENTERPRISES is willing to grant a royalty bearing, limited
exclusive license to the Subject Technology to LICENSEE on the terms set forth
herein; and
WHEREAS, LICENSEE desires to obtain said exclusive license under the Subject
Technology.
WHEREAS, ▇▇▇▇▇▇ ENTERPRISES and Licensee wish to reserve the right to amend this
Agreement within 90 days of its execution to make adjustments to minimum
thresholds, royalty percentages, territory, etc.
NOW, THEREFORE, for and in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties hereto expressly
agree as follows:
1. DEFINITIONS AS USED HEREIN
1.1 The term "Subject Technology" shall mean all lighting, computer and other
technology, software, know-how, methods, documents, materials, tests, all
improvements thereto, and all confidential information related to the product
line which was developed by ▇▇▇▇▇▇ ENTERPRISES. The term "Subject Technology"
shall also includes pending U.S. Patent Applications, if any, together with all
applications for patent or like protection on said invention and all patents or
like protection that may in the future be granted on said invention whether in
the United States of America or any other country and all substitutions for and
divisions, continuations, continuations in part, renewals, reissues, extensions
and the like on said applications and patents.
1.2 The term "Licensed Product(s)" shall mean all products that incorporate,
utilize or are made with the use of the Subject Technology.
1.3 The term "Territory" shall initially mean the United States, which Territory
is subject to modification upon the Amendment of this Agreement.
1.4 The term "Net Sales" shall mean the gross amount of monies or cash
equivalent of other consideration which is paid by unrelated third parties to
LICENSEE for the Licensed Products by sale or other mode of transfer, less all
trade, quantity and cash discounts actually allowed, credits, and allowances
actually granted on account of rejections, returns or billing errors, duties,
transportation and insurance, taxes and other governmental charges actually
paid. The term "Net Sales" in the case of non-cash sales, shall mean all
equivalent or other consideration received by LICENSEE for the Licensed
Products.
1.5 The term "Affiliates" shall mean any corporation, partnership, joint venture
or other entity of which the common stock or other equity ownership thereof is
twenty five percent (25%) or more owned by LICENSEE.
1.6 The term "the Parties" shall mean LICENSEE and ▇▇▇▇▇▇ ENTERPRISES.
1.7 The term "SUBLICENSING REVENUE" shall mean all cash, sublicensing fees,
royalties and all other payments and the cash equivalent thereof paid to
LICENSEE by sublicensees of LICENSEE of its rights hereunder.
2. GRANT OF LICENSE
2.1 ▇▇▇▇▇▇ ENTERPRISES hereby grants to LICENSEE an exclusive, right and license
under the Subject Technology to make, use, market, sell and offer for sale
Licensed Products in the Territory to be defined by the parties
2.2 ▇▇▇▇▇▇ ENTERPRISES shall at all times retain the right to:
(i) use the Subject Technology for its own marketing in defined
geographic regions.
(ii) grant any non-exclusive license to the Subject Technology that
▇▇▇▇▇▇ ENTERPRISES is required by law or regulation to grant to the
United States of America or to a foreign state pursuant to an
existing or future treaty with the United States of America; and
(iii) grant non-exclusive licenses and other rights to the Subject
Technology to third parties, whether such be commercial entities,
academic institutions or other persons.
2.3 LICENSEE shall not have the right to use the Licensed Products for any
purpose other than to distribute, market, License and support the Licensed
Products in the Territory in accordance with this Agreement.
Distributor/Licensee agrees not to distribute, market, License, support or
otherwise deal with the Licensed Products outside the Territory, and to promptly
refer to ▇▇▇▇▇▇ ENTERPRISES any inquiry or other communication from or about
potential customers outside the Territory for any products of ▇▇▇▇▇▇
ENTERPRISES.
3. MARKETING EFFORTS
LICENSEE shall use reasonable efforts, as defined herein, to effect assiduously
the introduction of Licensed Products into the commercial market as soon as
practicable, marketing the Licensed Products with the same diligence as LICENSEE
employs for comparable products marketed by LICENSEE.
4. PAYMENTS AND REPORTS
4.1 As consideration for the rights conveyed by ▇▇▇▇▇▇ ENTERPRISES under this
Agreement, LICENSEE shall pay ▇▇▇▇▇▇ ENTERPRISES a license fee of $25,000 within
90 days of the execution of this agreement, plus 2,000,000 shares of the Common
Stock of LICENSEE issuable upon execution of this Agreement.
4.2 In addition to the foregoing license execution fee, LICENSEE shall pay
▇▇▇▇▇▇ ENTERPRISES a running royalty of two and a half percent (2.5%) of Net
Sales. Such running royalties shall be payable as provided in Paragraph 4.5.
4.3 In the event that the running royalties paid on Net Sales in any calendar
year do not reach the minimum amount set out below for such year, LICENSEE shall
pay an additional amount with the payment due for the period ending December 31
of such year, so that the total amount paid for such year shall reach such
minimum amount:
Year One $100,000
Year Two $250,000
Year Three $500,000
Year Four $750,000
Year Five and after $1,000,000
4.4 In addition to the foregoing fees and running royalties, LICENSEE agrees to
pay to ▇▇▇▇▇▇ ENTERPRISES as royalties hereunder, five percent (5%) of all
SUBLICENSING REVENUE.
4.5 Payment of the royalties specified in Paragraph 4.2 and Paragraph 4.3 shall
be made by LICENSEE to ▇▇▇▇▇▇ ENTERPRISES within thirty (30) days after March
31, June 30, September 30 and December 31 of each year during the term of this
Agreement covering the quantity of Licensed Products sold by LICENSEE during the
preceding calendar quarter. After termination or expiration of this Agreement, a
final payment shall be made by LICENSEE covering the whole or partial calendar
quarter. Each quarterly payment shall be accompanied by a written statement of
Net Sales of Licensed Products by LICENSEE during such calendar quarter. Such
written statements shall be duly signed by an authorized signatory of LICENSEE
on behalf of LICENSEE and shall show the Net Sales of Licensed Products by
LICENSEE during such calendar quarter and the amount of royalties payable under
this Agreement based thereon.
4.6 Should LICENSEE fail to make any payment whatsoever due and payable to
▇▇▇▇▇▇ ENTERPRISES hereunder, ▇▇▇▇▇▇ ENTERPRISES may, at its sole option,
terminate this Agreement as provided in Paragraph 7.2.
4.7 All payments due hereunder are expressed in and shall be paid by check
payable in United States of America currency, without deduction of exchange,
collection or other charges, to ▇▇▇▇▇▇ ENTERPRISES, or to the account of ▇▇▇▇▇▇
ENTERPRISES at such other bank as ▇▇▇▇▇▇ ENTERPRISES may from time to time
designate by notice to LICENSEE.
4.8 In the event that any payment due hereunder is not made when due, the
payment shall accrue interest beginning on the tenth day following the due date
thereof, calculated at the annual rate of the sum of (a) two percent (2%) plus
(b) the prime interest rate quoted by The Wall Street Journal on the date said
payment is due, the interest being compounded on the last day of each calendar
quarter, provided, however, that in no event shall said annual interest rate
exceed the maximum legal interest rate for corporations. Each such royalty
payment when made shall be accompanied by all interest so accrued. Said interest
and the payment and acceptance thereof shall not negate or waive the right of
▇▇▇▇▇▇ ENTERPRISES to seek any other remedy, legal or equitable, to which it may
be entitled because of the delinquency of any payment.
5.RECORDS AND INSPECTION
LICENSEE shall maintain or cause to be maintained a true and correct set of
records pertaining to the Net Sales of Licensed Products by LICENSEE under this
Agreement. During the term of this Agreement and for a period of two (2) years
thereafter, LICENSEE agrees to permit an accountant selected and paid by ▇▇▇▇▇▇
ENTERPRISES and reasonably acceptable to LICENSEE to have access during ordinary
business hours to such records as are maintained by LICENSEE as may be
necessary, in the opinion of such accountant, to determine the correctness of
any report and/or payment made under this Agreement. In the event that the audit
reveals an underpayment of royalty by more than five percent (5%), the cost of
the audit shall be paid by LICENSEE. If the underpayment is less than five
percent (5%) but more than two percent (2%), LICENSEE and ▇▇▇▇▇▇ ENTERPRISES
shall each pay fifty percent (50%) of the cost of the independent audit. Such
accountant shall maintain in confidence, and shall not disclose to ▇▇▇▇▇▇
ENTERPRISES, any information concerning LICENSEE or its operations or properties
other than information directly relating to the correctness of such reports and
payments.
6. SUBLICENSES
All sublicenses granted by LICENSEE of its rights hereunder shall be subject to
the terms of this License Agreement and shall provide for the payment of
royalties hereunder at least to the levels specified for payments by LICENSEE to
▇▇▇▇▇▇ ENTERPRISES in Paragraph 4.2 hereof. LICENSEE shall obtain prior written
approval from ▇▇▇▇▇▇ ENTERPRISES, which shall not be unreasonably withheld,
prior to entering into any sublicensing agreement. LICENSEE shall be responsible
for its sublicensees and shall not grant any rights which are inconsistent with
the rights granted to and obligations of LICENSEE hereunder. Any act or omission
of a sublicensee which would be a breach of this License Agreement if performed
by LICENSEE shall be deemed to be a breach by LICENSEE of this License
Agreement. Each sublicense agreement granted by LICENSEE shall include an audit
right by ▇▇▇▇▇▇ ENTERPRISES of the same scope as provided in Paragraph 5 hereof
with respect to LICENSEE. No such sublicense agreement shall contain any
provision which would cause it to extend beyond the term of this License
Agreement. LICENSEE shall give ▇▇▇▇▇▇ ENTERPRISES prompt notification of the
identify and address of each sublicensee with whom it concludes a sublicense
agreement and shall supply ▇▇▇▇▇▇ ENTERPRISES with a copy of each such
sublicense agreement.
7. PATENTS AND INFRINGEMENT
7.1 After the Agreement Date, LICENSEE agrees to pay all costs, incident to the
United States and foreign applications, patents and like protection, including
all costs incurred for filing, prosecution, issuance and maintenance fees as
well as any costs incurred in filling continuations, continuations-in-part,
divisionals or related applications and any re-examination or reissue
proceedings.
7.2 In the event that LICENSEE decides not to continue prosecution of a patent
application to issuance or maintain any United States or foreign patent
application or patent on technology within the Patent Rights, LICENSEE shall
timely notify ▇▇▇▇▇▇ ENTERPRISES in writing in order that ▇▇▇▇▇▇ ENTERPRISES may
file United States and said foreign applications and continue said prosecution
or maintenance of such patent applications at its own expense. LICENSEE's right
under this Agreement to practice the invention under this patent shall
immediately terminate upon ▇▇▇▇▇▇ ENTERPRISES's assuming said costs. If LICENSEE
fails to notify ▇▇▇▇▇▇ ENTERPRISES in sufficient time for ▇▇▇▇▇▇ ENTERPRISES to
assume the cost, LICENSEE shall be considered in default of this Agreement.
7.3 LICENSEE agrees to keep ▇▇▇▇▇▇ ENTERPRISES fully informed, at LICENSEE's
expense, of prosecutions pursuant to this Section 7 including submitting to
▇▇▇▇▇▇ ENTERPRISES copies of all official actions and responses thereto;
provided, however, ▇▇▇▇▇▇ ENTERPRISES shall be responsible for any of its
expenses including attorney's fees that ▇▇▇▇▇▇ ENTERPRISES incurs in reviewing
and commenting on the information ▇▇▇▇▇▇ ENTERPRISES received from the LICENSEE.
LICENSEE shall consult ▇▇▇▇▇▇ ENTERPRISES regarding any abandonment of the
prosecution of the patents.
7.4 ▇▇▇▇▇▇ ENTERPRISES agrees to reasonably cooperate with LICENSEE to whatever
extent is reasonably necessary to procure patent protection of any rights,
including fully agreeing to execute any and all documents to provide LICENSEE
the full benefit of the licenses granted herein.
7.5 Each Party shall promptly inform the other of any suspected infringement of
any claims in the Patent Rights or misuse, misappropriation, theft or breach of
confidence of other proprietary rights in the Subject Technology by a third
party, and with respect to such activities as are suspected, LICENSEE shall have
the right, but not the obligation, to institute an action for infringement,
misuse, misappropriation, theft or breach of confidence of the proprietary
rights against such third party. If LICENSEE fails to bring such an action or
proceeding within a period of three (3) months after receiving notice or
otherwise having knowledge of such infringement, then ▇▇▇▇▇▇ ENTERPRISES shall
have the right, but not the obligation, to prosecute at its own expense any such
claim. Should either ▇▇▇▇▇▇ ENTERPRISES or LICENSEE commence suit under the
provisions of this Paragraph 7.5 and thereafter elect to abandon the same, it
shall give timely notice to the other Party who may, if it so desires, continue
prosecution of such action or proceeding. All recoveries, whether by judgment,
award, decree or settlement, from infringement or misuse of Subject Technology
shall be apportioned as follows: the Party bringing the action or proceeding
shall first recover an amount equal to two (2) times the costs and expenses
incurred by such Party directly related to the prosecution of such action or
proceeding and the remainder shall be divided equally between LICENSEE and
▇▇▇▇▇▇ ENTERPRISES.
7.6 Neither ▇▇▇▇▇▇ ENTERPRISES nor LICENSEE shall settle any action covered by
Paragraph 7.5 without first obtaining the consent of the other Party, which
consent will not be unreasonably withheld.
7.7 ▇▇▇▇▇▇ ENTERPRISES shall not be liable for any losses incurred as the result
of an action for infringement brought against LICENSEE as the result of
LICENSEE's exercise of any right granted under this Agreement. The decision to
defend or not defend shall be in LICENSEE's sole discretion.
8. TERM AND TERMINATION
8.1 Unless earlier terminated as hereinafter provided, this Agreement shall
extend for the life of the last to expire patent issued on the Subject
Technology and shall then expire automatically, or if no patent issues on the
Subject Technology, this Agreement shall continue in full force and effect for a
period of ten (10) years from the first commercial sale of Licensed Products by
LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free
license to the Subject Technology.
8.2 In the event of default or failure by LICENSEE to perform any of the terms,
covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days
after the giving of written notice of such default by ▇▇▇▇▇▇ ENTERPRISES to
correct such default. If such default is not corrected within the said thirty
(30) day period, ▇▇▇▇▇▇ ENTERPRISES shall have the right, at its option, to
cancel and terminate this Agreement. The failure of ▇▇▇▇▇▇ ENTERPRISES to
exercise such right of termination for non-payment of royalties or otherwise
shall not be deemed to be a waiver of any right ▇▇▇▇▇▇ ENTERPRISES might have,
nor shall such failure preclude ▇▇▇▇▇▇ ENTERPRISES from exercising or enforcing
said right upon any subsequent failure by LICENSEE.
8.3 ▇▇▇▇▇▇ ENTERPRISES shall have the right, at its option, to cancel and
terminate this Agreement in the event that LICENSEE shall (i) become involved in
insolvency, dissolution, bankruptcy or receivership proceedings affecting the
operation of its business or (ii) make an assignment of all or substantially all
of its assets for the benefit of creditors, or in the event that (iii) a
receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the
expiration of thirty (30) days following any of the events enumerated above,
have been unable to secure a dismissal, stay or other suspension of such
proceedings. In the event of termination of this Agreement all rights to the
Subject Technology shall revert to ▇▇▇▇▇▇ ENTERPRISES.
8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2
hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the
receipt by LICENSEE of notice of such termination, LICENSEE shall immediately
cease using any of the Subject Technology and return all copies of the same to
▇▇▇▇▇▇ ENTERPRISES; provided, however, that LICENSEE may dispose of any Licensed
Products actually in the possession of LICENSEE prior to the Agreement Date of
termination, subject to LICENSEE's paying to ▇▇▇▇▇▇ ENTERPRISES running
royalties in accordance with Paragraph 4.2 with respect thereto and otherwise
complying with the terms of this Agreement.
8.5 No termination of this Agreement shall constitute a termination or a waiver
of any rights of either Party against the other Party accruing at or prior to
the time of such termination. The obligations of Sections 5 and 13 shall survive
termination of this Agreement.
9. ASSIGNABILITY
This Agreement shall be binding upon and shall inure to the benefit of ▇▇▇▇▇▇
ENTERPRISES and its assigns and successors in interest, and shall be binding
upon and shall inure to the benefit of LICENSEE and the successor to all or
substantially all of its assets or business to which this Agreement relates, but
shall not otherwise be assignable or assigned by LICENSEE without prior written
approval by ▇▇▇▇▇▇ ENTERPRISES being first obtained, which approval shall not be
unreasonably withheld.
10. GOVERNMENTAL COMPLIANCE
LICENSEE shall at all times during the term of this Agreement and for
so long as it shall sell Licensed Products comply and cause its sublicensees to
comply with all laws that may control the import, export, manufacture, use,
sale, marketing, distribution and other commercial exploitation of Licensed
Products or any other activity undertaken pursuant to this Agreement.
11. GOVERNING LAW
This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Delaware and the US Federal Laws. This Agreement is expressly
acknowledged to be subject to all federal laws including but not limited to the
Export Administration Act of the United States of America. No conflict-of-laws
rule or law that might refer such construction and interpretation to the laws of
another state, republic, or country shall be considered.
This Agreement is performable in part in Alameda County, California,
and the Parties mutually agree that personal jurisdiction and venue shall be
proper in the state and federal courts situated in Alameda County, California,
and agree that any litigated dispute will be conducted solely in such courts.
12. ADDRESSES
Any payment, notice or other communication pursuant to this Agreement shall be
sufficiently made or given on the date of mailing if sent to such Party by first
class mail, postage prepaid, addressed to it at its address below or as it shall
designate by written notice given to the other Party:
In the case of ▇▇▇▇▇▇ ENTERPRISES with a copy to:
NAME ▇▇▇▇▇ ▇▇▇▇▇▇
TITLE President
ADDRESS ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
In the case of LICENSEE: With a copy to:
NAME ▇▇▇▇▇ ▇▇▇▇▇▇▇
TITLE President and Chairman of the Board
ADDRESS ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
13. ADDITIONAL PROVISIONS
13.1 Use of the ▇▇▇▇▇▇ ENTERPRISES Name. LICENSEE agrees that it may not use in
any way the name ▇▇▇▇▇▇ ENTERPRISES or any logotypes or symbols associated with
▇▇▇▇▇▇ ENTERPRISES or the names of any of the scientists or other researchers at
▇▇▇▇▇▇ ENTERPRISES without the prior written consent of ▇▇▇▇▇▇ ENTERPRISES.
13.2 Confidentiality. LICENSEE agrees to maintain the Subject Technology in
confidence, and to use the same only in accordance with this Agreement. Such
obligation of confidentiality shall not apply to information which LICENSEE can
demonstrate: (i) was at the time of disclosure in the public domain; (ii) has
come into the public domain after disclosure through no fault of LICENSEE; (iii)
was known to LICENSEE prior to disclosure thereof by ▇▇▇▇▇▇ ENTERPRISES; (iv)
was lawfully disclosed to LICENSEE by a third party which was not under an
obligation of confidence to ▇▇▇▇▇▇ ENTERPRISES with respect thereto; (v) which
LICENSEE can reasonably demonstrate was independently developed by LICENSEE
without use of the Subject Technology; or (vi) which LICENSEE shall be compelled
to disclose by law or legal process. The foregoing obligation of confidentiality
shall survive termination of this Agreement.
13.3 Indemnity. Each Party shall notify the other of any claim, lawsuit or other
proceeding related to the Subject Technology. Subject to the following sentence,
LICENSEE agrees that it will defend, indemnify and hold harmless ▇▇▇▇▇▇
ENTERPRISES, its faculty members, scientists, researchers, employees, officers,
trustees, directors, and agents and each of them (the "Indemnified Parties"),
from and against any and all claims, causes of action, lawsuits or other
proceedings filed or otherwise instituted against any of the Indemnified Parties
related directly or indirectly to or arising out of the design, process,
manufacture, or use by any person or party of the Subject Technology, the
Licensed Products or any other embodiment of the Subject Technology even though
such claims, causes of action, lawsuits or other proceedings and the costs
(including attorney's fees) related thereto result in whole or in part from the
negligence of any of the Indemnified Parties. Notwithstanding any provisions
herein to the contrary, ▇▇▇▇▇▇ ENTERPRISES shall indemnify LICENSEE for any
claims for injuries to persons or property damage which occur on ▇▇▇▇▇▇
ENTERPRISES premises or premises under the exclusive control of ▇▇▇▇▇▇
ENTERPRISES. LICENSEE will also assume responsibility for all costs and expenses
related to such claims and lawsuits for which it is obligated to indemnify the
Indemnified Parties pursuant to this Paragraph 13.3, including, but not limited
to, the payment of all reasonable attorneys' fees and costs of litigation or
other defense.
13.4 Insurance. LICENSEE intends, for so long as LICENSEE distributes, uses or
sells any Licensed Product(s), to maintain in full force and effect policies of
(i) worker's compensation and/or employers' liability insurance within statutory
limits, (ii) general liability insurance (with broad form general liability
endorsement) with limits of not less than five million dollars ($5,000,000) per
occurrence with no annual aggregate and (iii) products liability insurance, with
limits of not less than five million dollars ($5,000,000) per occurrence with no
annual aggregate. Such coverage(s) shall be purchased from a carrier or carriers
deemed acceptable to ▇▇▇▇▇▇ ENTERPRISES with no annual aggregate and shall name
▇▇▇▇▇▇ ENTERPRISES as an additional insured. Upon request by ▇▇▇▇▇▇ ENTERPRISES,
LICENSEE shall provide to ▇▇▇▇▇▇ ENTERPRISES copies of said policies of
insurance. These policies are not presently held by LICENSEE and LICENSEE will
purchase such policies upon receiving its final trance of funding in 2004.
13.5 ▇▇▇▇▇▇ ENTERPRISES's Disclaimers. Neither ▇▇▇▇▇▇ ENTERPRISES, nor any of
its faculty members, researchers, trustees, officers, employees, directors, or
agents assume any responsibility for the manufacture, product specifications,
sale or use of the Subject Technology or the Licensed Products which are
manufactured by or sold by LICENSEE.
13.6 Independent Contractors. The Parties hereby acknowledge and agree that each
is an independent contractor and that neither Party shall be considered to be
the agent, representative, master or servant of the other Party for any purpose
whatsoever, and that neither Party has any authority to enter into a contract,
to assume any obligation or to give warranties or representations on behalf of
the other Party. Nothing in this relationship shall be construed to create a
relationship of joint venture, partnership, fiduciary or other similar
relationship between the Parties.
13.7 DISCLAIMER OF WARRANTY. THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR
MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE SUBJECT TECHNOLOGY OR LICENSED
PRODUCTS AND THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR
IMPLIED, OF THE PATENTABILITY OF THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS OR
OF THE ENFORCEABILITY OF ANY PATENTS ISSUING THEREUPON , IF ANY, OR THAT THE
SUBJECT TECHNOLOGY OR LICENSED PRODUCTS ARE OR SHALL BE FREE FROM INFRINGEMENT
OF ANY PATENT OR OTHER RIGHTS OF THIRD PARTIES.
13.8 Non-Waiver. The Parties covenant and agree that if a Party fails or
neglects for any reason to take advantage of any of the terms provided for the
termination of this Agreement or if a Party, having the right to declare this
Agreement terminated, shall fail to do so, any such failure or neglect by such
Party shall not be a waiver or be deemed or be construed to be a waiver of any
cause for the termination of this Agreement subsequently arising, or as a waiver
of any of the terms, covenants or conditions of this Agreement or of the
performance thereof. None of the terms, covenants and conditions of this
Agreement may be waived by a Party except by its written consent.
13.9 Reformation. All Parties hereby agree that neither Party intends to violate
any public policy, statutory or common law, rule, regulation, treaty or decision
of any government agency or executive body thereof of any country or community
or association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.
13.10 Force Majeure. No liability hereunder shall result to a Party by reason of
delay in performance caused by force majeure, that is circumstances beyond the
reasonable control of the Party, including, without limitation, acts of God,
fire, flood, war, civil unrest, labor unrest, or shortage of or inability to
obtain material or equipment.
13.11 Entire Agreement. The terms and conditions herein constitute the entire
agreement between the Parties and shall supersede all previous agreements,
either oral or written, between the Parties hereto with respect to the subject
matter hereof. No agreement or understanding bearing on this Agreement shall be
binding upon either Party hereto unless it shall be in writing and signed by the
duly authorized officer or representative of each of the Parties and shall
expressly refer to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective dates shown below, but effective as of the
Agreement Date.
LICENSEE: Redox Technology Corp.
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Date:_____________________
LICENSOR: ▇▇▇▇▇▇ Enterprises, Inc.
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Date:_____________________